Standard Contracts
INDEMNITY AGREEMENTIndemnification Agreement • July 20th, 2021 • Black Spade Acquisition Co • Blank checks • New York
Contract Type FiledJuly 20th, 2021 Company Industry JurisdictionTHIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 15, 2021, by and between Black Spade Acquisition Co, a Cayman Islands exempted company (the “Company”), and Robert Steven Moore (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 20th, 2021 • Black Spade Acquisition Co • Blank checks • New York
Contract Type FiledJuly 20th, 2021 Company Industry JurisdictionTHIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 15, 2021, is made and entered into by and among Black Spade Acquisition Co, a Cayman Islands exempted company (the “Company”), and Black Spade Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”, together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each a “Holder” and collectively the “Holders”).
Black Spade Acquisition Co 15,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • July 20th, 2021 • Black Spade Acquisition Co • Blank checks • New York
Contract Type FiledJuly 20th, 2021 Company Industry JurisdictionBlack Spade Acquisition Co, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as Representative (the “Representative”), an aggregate of 15,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,250,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized
INDEMNITY AGREEMENTIndemnity Agreement • July 20th, 2021 • Black Spade Acquisition Co • Blank checks • New York
Contract Type FiledJuly 20th, 2021 Company Industry JurisdictionTHIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 15, 2021, by and between Black Spade Acquisition Co, a Cayman Islands exempted company (the “Company”), and Chi Wai Dennis Tam (“Indemnitee”).
SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • July 20th, 2021 • Black Spade Acquisition Co • Blank checks • New York
Contract Type FiledJuly 20th, 2021 Company Industry JurisdictionTHIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of July 15, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Black Spade Acquisition Co, a Cayman Islands exempted company (the “Company”), and Black Spade Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
FORM OF SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • May 20th, 2021 • Black Spade Acquisition Co • Blank checks • New York
Contract Type FiledMay 20th, 2021 Company Industry JurisdictionTHIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of ______________, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Black Spade Acquisition Co, a Cayman Islands exempted company (the “Company”), and Black Spade Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 29th, 2021 • Black Spade Acquisition Co • Blank checks • New York
Contract Type FiledJune 29th, 2021 Company Industry JurisdictionThis Securities Purchase Agreement (this “Agreement”), effective as of March 4, 2021, is made and entered into by and between Black Spade Acquisition Co, a Cayman Islands exempted company (the “Company”), and Black Spade Sponsor LLC, a Cayman Islands limited liability company (the “Buyer”).
WARRANT AGREEMENT between BLACK SPADE ACQUISITION CO and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • July 20th, 2021 • Black Spade Acquisition Co • Blank checks • New York
Contract Type FiledJuly 20th, 2021 Company Industry JurisdictionTHIS WARRANT AGREEMENT (this “Agreement”), dated as of July 15, 2021, is by and between Black Spade Acquisition Co, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 20th, 2021 • Black Spade Acquisition Co • Blank checks • New York
Contract Type FiledJuly 20th, 2021 Company Industry JurisdictionPursuant to Section 1(k) of the Investment Management Trust Agreement between Black Spade Acquisition Co (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of July 15, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[•] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by...Registration Rights Agreement • August 14th, 2023 • Black Spade Acquisition Co • Blank checks • New York
Contract Type FiledAugust 14th, 2023 Company Industry JurisdictionThis REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 11, 2023, is made and entered into by and among VinFast Auto Ltd., a public limited company incorporated in Singapore, having its registered office at 61 Robinson Road, #06-01, 61 Robinson, Singapore 068893 (the “Company”) and each of the Persons listed on Schedule 1 hereto (each a “Holder”).
Black Spade Acquisition Co Appleby Global Services (Cayman) Limited, 71 Fort Street, PO Box 500, Grand Cayman, Cayman Islands, KY1-1106 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • July 20th, 2021 • Black Spade Acquisition Co • Blank checks
Contract Type FiledJuly 20th, 2021 Company IndustryThis letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Black Spade Acquisition Co, a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. (the “Representative”), as the representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A ordinary shares”), and one-half of one redeemable warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration stat
Black Spade Acquisition Co Appleby Global Services (Cayman) Limited, 71 Fort Street, PO Box 500, Grand Cayman, Cayman Islands, KY1-1106 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 29th, 2021 • Black Spade Acquisition Co • Blank checks
Contract Type FiledJune 29th, 2021 Company IndustryThis letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Black Spade Acquisition Co, a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. (the “Representative”), as the representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A ordinary shares”), and one-half of one redeemable warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration stat
Black Spade Acquisition Co Suite 2902, 29/F The CentriumOffice Space and Administrative Support Agreement • June 29th, 2021 • Black Spade Acquisition Co • Blank checks
Contract Type FiledJune 29th, 2021 Company IndustryThis letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Black Spade Acquisition Co (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination; or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Black Spade Sponsor LLC (the “Sponsor”) and/or its affiliates shall make available to the Company certain office space, utilities, secretarial and administrative support services as may be required by the Company from time to time, at Suite 2902, 29/F The Centrium, 60 Wyndham Street, Central, Hong Kong in exchange for an aggregate monthly fee of up to $10,000. The Sponsor hereby agrees that it does not have any right, title, interest or claim of any kind
Black Spade Acquisition Co Suite 2902, 29/F The CentriumOffice Space and Administrative Support Agreement • July 20th, 2021 • Black Spade Acquisition Co • Blank checks • New York
Contract Type FiledJuly 20th, 2021 Company Industry JurisdictionThis letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Black Spade Acquisition Co (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination; or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Black Spade Sponsor LLC (the “Sponsor”) and/or its affiliates shall make available to the Company certain office space, utilities, secretarial and administrative support services as may be required by the Company from time to time, at Suite 2902, 29/F The Centrium, 60 Wyndham Street, Central, Hong Kong in exchange for an aggregate monthly fee of up to $10,000. The Sponsor hereby agrees that it does not have any right, title, interest or claim of any kind
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by...Sponsor Support and Lock-Up Agreement • May 12th, 2023 • Black Spade Acquisition Co • Blank checks
Contract Type FiledMay 12th, 2023 Company IndustryThis SPONSOR SUPPORT AND LOCK-UP AGREEMENT AND DEED (this “Agreement”) is made as of May 12, 2023, by and among VinFast Auto Pte. Ltd. (Company Registration Number: 201501874G), a private limited company incorporated in Singapore, having its registered office at 61 Robinson Road, #06-01 61 Robinson Road, Singapore 068893 (the “Company”), Black Spade Acquisition Co, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“BSAQ”), Black Spade Sponsor LLC, a limited liability company registered under the laws of the Cayman Islands (the “Sponsor”), and each of the undersigned Persons listed on Schedule A to this Agreement (each, together with the Sponsor, the “Sponsor Parties”).
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by...Warrant Agreement • August 14th, 2023 • Black Spade Acquisition Co • Blank checks • New York
Contract Type FiledAugust 14th, 2023 Company Industry JurisdictionTHIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated as of August 11, 2023, is entered into by and among VinFast Auto Ltd. (Company Registration No. 201501874G), a Singapore public company limited by shares (the “Company”), Black Spade Acquisition Co, a Cayman Islands exempted company (“BSAQ”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated as of July 15, 2021, by and between BSAQ and the Warrant Agent, a copy of which is attached hereto as Annex A. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by...Business Combination Agreement • May 12th, 2023 • Black Spade Acquisition Co • Blank checks • New York
Contract Type FiledMay 12th, 2023 Company Industry JurisdictionThis BUSINESS COMBINATION AGREEMENT (as it may be amended, restated or otherwise modified from time to time, this “Agreement”), dated as of May 12, 2023, is entered into by and among (i) Black Spade Acquisition Co, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“BSAQ”), (ii) VinFast Auto Pte. Ltd. (Company Registration No. 201501874G), a private company limited by shares incorporated under the laws of Singapore (the “Company”) and (iii) Nuevo Tech Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a direct wholly-owned Subsidiary of the Company (“Merger Sub”). BSAQ, the Company and Merger Sub are referred to herein collectively as the “Parties.”
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by...Warrant Agreement Amendment • May 12th, 2023 • Black Spade Acquisition Co • Blank checks • New York
Contract Type FiledMay 12th, 2023 Company Industry JurisdictionTHIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated as of [•], 2023, is entered into by and among VinFast Auto Ltd. (Company Registration No. 201501874G), a Singapore public company limited by shares (the “Company”), Black Spade Acquisition Co, a Cayman Islands exempted company (“BSAQ”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated as of July 15, 2021, by and between BSAQ and the Warrant Agent, a copy of which is attached hereto as Annex A. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by...Shareholder Agreements • May 12th, 2023 • Black Spade Acquisition Co • Blank checks
Contract Type FiledMay 12th, 2023 Company IndustryThis SHAREHOLDERS SUPPORT AND LOCK-UP AGREEMENT AND DEED (this “Agreement”) is made as of May 12, 2023, by and among VinFast Auto Pte. Ltd. (Company Registration Number: 201501874G), a private limited company incorporated in Singapore, having its registered office at 61 Robinson Road, #06-01 61 Robinson Road, Singapore 068893 (the “Company”), Black Spade Acquisition Co, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“BSAQ”), and each of the undersigned Persons listed on Schedule A to this Agreement (each, a “Company Shareholder”).