VinFast Auto Ltd. Amends Convertible Debenture Agreement

TL;DR

VinFast amended its convertible debenture deal from May 15th on June 28th. Watch for dilution.

AI Summary

On June 28, 2024, VinFast Auto Ltd. amended its securities purchase agreement for a convertible debenture. The amendment was made to the agreement originally entered into on May 15, 2024. This filing is a report of a foreign private issuer for the month of July 2024.

Why It Matters

This amendment to a convertible debenture agreement could impact the company's debt structure and future equity dilution. Investors should monitor the terms of this financing.

Risk Assessment

Risk Level: medium — Amendments to debt agreements can signal changes in financial strategy or market conditions, requiring careful investor scrutiny.

Key Players & Entities

• VinFast Auto Ltd. (company) — Filer of the report and party to the agreement
• June 28, 2024 (date) — Date of the amendment agreement
• May 15, 2024 (date) — Original date of the securities purchase agreement

FAQ

Key Financial Figures

• $25.0 million — eement, the Company agreed to (a) repay $25.0 million in principal amount of the convertible
• $25.0 million — ture”) with a principal amount of $25.0 million on July 1, 2024, which is convertible i
• $5.0 million — mpany shall make monthly prepayments of $5.0 million of the principal amount, together with
• $10.00 — version Shares at a conversion price of $10.00 per share, which is subject to customar
• $730,000 — orkville an administrative fee of up to $730,000, subject to an agreed-upon accrual rate

Filing Documents

• tm2418403d1_6k.htm (6-K) — 18KB
• tm2418403d1_ex99-1.htm (EX-99.1) — 20KB
• tm2418403d1_ex99-2.htm (EX-99.2) — 120KB
• 0001104659-24-076569.txt ( ) — 159KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2024 Commission File Number: 001-41782 VinFast Auto Ltd. Dinh Vu – Cat Hai Economic Zone Cat Hai Islands, Cat Hai Town, Cat Hai District Hai Phong City, Vietnam (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F Form 40-F INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K Convertible Debenture On June 28, 2024, VinFast Auto Ltd. (the “Company,” “VinFast” or “us”) entered into an amendment agreement to the securities purchase agreement (the “First Amendment to the Securities Purchase Agreement”) with YA II PN, Ltd. (“Yorkville”), a fund managed by Yorkville Advisors Global, LP, headquartered in Mountainside, New Jersey, amending the securities purchase agreement dated December 29, 2023, between the Company and Yorkville. Such amendments will take effect from July 1, 2024. Pursuant to the First Amendment to the Securities Purchase Agreement, the Company agreed to (a) repay $25.0 million in principal amount of the convertible debenture issued to Yorkville on December 29, 2023 (the “Original Convertible Debenture”) on July 1, 2024, including all accrued interest thereon, following which the Original Convertible Debenture will be void and of no further effect; and (b) issue to Yorkville a new convertible debenture (the “New Convertible Debenture”) with a principal amount of $25.0 million on July 1, 2024, which is convertible into ordinary shares of the Company (as converted, the “Conversion Shares”), on the terms and subject to the conditions set forth therein. Except as specifically amended in the First Amendment to the Securities Purchase Agreement, the terms and conditions of the original securities purchase agreement remain unchanged. Principal, interest and any other payments due under the New Convertible Debenture will be paid in cash on December 1, 2024 (the “Maturity Date”), unless converted by Yorkville or redeemed by us. Interest shall accrue on the outstanding principal at a rate of 4% per annum. The Company shall make monthly prepayments of $5.0 million of the principal amount, together with all accrued unpaid interest on such outstanding principal immediately prior to such prepayment date. No redemption premium shall apply to such prepayments. Yorkville is entitled to convert any portion of the outstanding and unpaid principal of the New Convertible Debenture, together with any accrued but unpaid interest, into Conversion Shares at a conversion price of $10.00 per share, which is subject to customary adjustments pursuant to the terms and conditions of the New Convertible Debenture. Any conversions of outstanding principal shall have the effect of reducing the principal amount due on future monthly prepayment dates in reverse chronological order. The Company has the right, but not the obligation, to redeem early a portion or all amounts outstanding under the New Convertible Debenture. The redemption amount payable by the Company will be equal to the outstanding principal actually being redeemed (after giving effect to any conversions by Yorkville prior to the relevant redemption date) on the relevant redemption date, plus a redemption premium of 5% of the principal amount being redeemed, plus all accrued and unpaid interest on the principal amount being redeemed by the Company up to, but excluding, the relevant redemption date. Any optional redemption made by the Company shall have the effect of reducing the principal due on the next monthly prepayment date by the redemption amount (including for the purpose of calculating interest accrued and payable, but not including the applicable redemption premium), with any remaining redemption amount carried forward to reduce the principal amount due on each successive prepayment date until the entire redemption amount has been applied. On the date on which all remaining principal amount is repaid, redeemed or converted, the Company shall pay Yorkville an administrative fee of up to $730,000, subject to an agreed-upon accrual rate and reductions for early redemptions or conversions. The registration rights agreement dated December 29, 2023, between the Company and Yorkville, and the global guaranty agreement dated December 29, 2023, by Vingroup USA, LLC in favor of Yorkville, remain unchanged and shall continue in full force and effect in accordance with the provisions thereof, except that references therein to the Original Convertible Debenture shall be deemed to be references to the New Convertible Debenture. The foregoing descriptions of the First Amendment to the Securities Purchase Agre

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