With a 36-month term, VinFast has the option to require Yorkville to subscribe up to $1 billion in ordinary shares at any time.
Under the agreement, VinFast can issue advances subject to a maximum limit tied to the average daily trading volume of its shares for five days before issuing an advance notice. These shares will be issued to Yorkville at 97.5% of the market price, which is determined based on the lowest daily volume-weighted average trading price during a specific pricing period.
If VinFast specifies a minimum acceptable share price for an advance and the VWAP falls below it or there is no VWAP, the advance amount is automatically reduced by one-third, and that day is excluded from the pricing period.
Yorkville is not obligated to, and should not, acquire shares that would result in it owning more than 4.99% of the currently issued shares at the time of an advance.
Additionally, Yorkville cannot acquire more than 19.99% of the shares as of the effective date under the agreement, unless certain conditions are met. The exchange cap won’t apply if VinFast obtains shareholder approval for share issuances exceeding the exchange cap according to Nasdaq rules or if such issuances don’t require shareholder approval under Nasdaq’s “minimum price rule.”
As part of the agreement, VinFast will pay a $25,000 structuring fee to Yorkville as well as an 800,000-share commitment fee.
The company intends to explore additional capital market options and fundraising sources as it continues its expansion.
Vietnam-based VinFast company manufactures a line of four EV cars and SUVs as well as e-scooters and e-buses for the Vietnamese and US markets. Black Spade announced its $27 billion deal with VinFast in May and closed in August.