Form 424B3 - Prospectus [Rule 424(b)(3)]
July 15 2024 - 6:35AM
Edgar (US Regulatory)
Filed Pursuant
to Rule 424(b)(3)
Registration No. 333-278293
Prospectus Supplement No. 6
(To
Prospectus dated April 5, 2024)
VinFast Auto
Ltd.
5,100,000
Ordinary Shares
This prospectus
supplement amends and supplements the prospectus dated April 5, 2024 (the “Prospectus”), which forms a part of our Registration
Statement on Form F-1 (Registration Statement No. 333-278293). The Prospectus relates to the offer and sale, from time to time,
by YA II PN, Ltd., a Cayman Islands exempt company (“Yorkville”), of up to 5,100,000 ordinary shares in the capital
of VinFast Auto Ltd., a public company incorporated under the laws of Singapore (Company Registration No: 201501874G) (“we,”
“us,” the “Company” or “VinFast”), no par value (“ordinary shares”). The ordinary shares
included in this prospectus consist of ordinary shares issuable to Yorkville upon the conversion of a certain convertible debenture (the
“Convertible Debenture”) in an aggregate principal amount of $50,000,000 issued pursuant to a Securities Purchase Agreement
that we entered into with Yorkville on December 29, 2023 (the “Yorkville Securities Purchase Agreement”). At any time
on or after the Convertible Debenture is issued and remains outstanding, Yorkville is entitled to convert any portion of the outstanding
and unpaid principal amount of the Convertible Debenture, together with any accrued but unpaid interest, into ordinary shares at a Conversion
Price (as defined herein) of $10.00 per share in accordance with the terms thereof. See “Convertible Debenture” for a description
of the Convertible Debenture and “Selling Securityholder” for additional information regarding Yorkville.
This prospectus
supplement is being filed to update and supplement the information included in the Prospectus with the information contained herein.
This prospectus supplement is not complete without, and may not be delivered or utilized except in combination with, the Prospectus,
including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if
there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information
in this prospectus supplement.
Our
ordinary shares and warrants are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols, “VFS” and
“VFSWW.” On July 12, 2024, the last reported sale price of our ordinary shares and warrants as reported on Nasdaq was
$4.85 per ordinary share and $0.50 per warrant, respectively.
Investing in
our securities involves a high degree of risk. See “Risk Factors” beginning on page 11 of the Prospectus for
a discussion of information that should be considered in connection with an investment in our securities.
Neither the
Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this
prospectus supplement is July 15, 2024
Delivery Results
for the Second Quarter of 2024 and an Update Regarding VinFast’s North Carolina Manufacturing Facility Development Plans
For the second quarter of 2024,
VinFast Auto Ltd. (“VinFast”) delivered 12,058 vehicles, representing an increase of 24% quarter-over-quarter and an increase
of 26% compared to the same period of last year. Through 1H2024, VinFast has delivered 21,747 vehicles, up by 92% compared to 1H2023.
In
addition, VinFast has made the strategic decision to adjust the timeline for the launch of its North Carolina manufacturing
facility, which is now expected to begin production in 2028. This decision will allow VinFast to optimize its capital allocation and
manage its short-term spending more effectively, focusing more resources on supporting near-term growth targets and
strengthening existing operations.
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