Subsequent Events

3 Months Ended

Mar. 31, 2023

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to May 15, 2023, the date that the financial statements were issued.

On May 12, 2023, concurrently with the execution of the Business Combination Agreement, the Company, VinFast, the Sponsor and certain other holders of Class B Ordinary Shares (the “Sponsor Parties”) entered into a support and lock-up agreement and deed (the “Sponsor Support Agreement”), pursuant to which the parties agreed that:

(1)

subject to and concurrently with the consummation of the closing of the Business Combination, the First Working Capital Note and the Second Working Capital Note, with an aggregate face value of $1.15 million, shall be converted to and deemed to be an interest-free loan from the Sponsor to VinFast, payable by VinFast to the Sponsor, in full in cash by wire transfer of immediately available funds to the Sponsor, on the date that is no later than the 18th month anniversary of the Closing Date;

(2)

any other working capital loans from (or working capital payables to) the Sponsor or Sponsor Parties to the Company, including the $205,000 administrative services fee incurred as of March 31, 2023 under the Administrative Services Agreement, and any further incurrence thereunder between the date of the Sponsor Support Agreement and the closing of the Business Combination, shall be forgiven and no repayment or conversion of such outstanding amounts shall be effected during the term of the Sponsor Support Agreement or pursuant to the Business Combination Agreement; and

(3)

the Sponsor shall pay, and thereafter shall indemnify and hold harmless VinFast, the merger surviving company and their respective officers, directors and affiliates against, any liability relating to any other outstanding payables of the Company incurred on or prior to the closing of the Business Combination which are not required by section 12.06 (Expenses) of the Business Combination Agreement to be borne and paid by VinFast.

The underwriters were entitled to a deferred discount of $0.35 per Unit, or $5,915,000 in the aggregate. In May 2023, $5,323,500 out of $5,915,000 of deferred underwriting commissions were subsequently waived and reversed.

Based upon this review, other than above described and as described in Note 1 and Note 6, the Company did not identify any subsequent events other than below that would have required adjustment or disclosure in the financial statements.