Related Parties

6 Months Ended

Jun. 30, 2023

Related Party Transactions [Abstract]

Related Parties

NOTE 5 — RELATED PARTIES

Founder Shares

During the period ended March 4, 2021, the Sponsor purchased 5,750,000 of the Company’s Class B ordinary shares (the “Founder Shares”) in exchange for a capital contribution of $25,000 that was paid by the Sponsor for deferred offering costs. On June 28, 2021, the Sponsor surrendered and forfeited 1,437,500 founder shares for no consideration, following which the Sponsor holds 4,312,500 founder shares. All share amounts have been retroactively restated to reflect this surrender. The Founder Shares include an aggregate of up to 562,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary share equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Promissory Note — Related Party

On February 25, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $250,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. As of June 30, 2023 and December 31, 2022, there were no amounts outstanding under the Promissory Note.

Due to Related Party

Certain of the Company’s officers and directors paid certain operating costs on behalf of the Company. These amounts are due on demand and non-interest bearing. As of June 30, 2023 and December 31, 2022, there was $580 and $446, respectively, due to the related party.

Administrative Services Agreement

Commencing on the date the Units are first listed on NYSE, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Company recorded $30,000 and $60,000 of fees pursuant to the agreement, respectively. As of June 30, 2023 and December 31, 2022, $235,000 and $175,000 were outstanding and is included in accounts payable and accrued expenses on the balance sheets. In May 2023, the Company entered into a Sponsor Support and Lock-Up Agreement with VinFast which any other working capital loans from (or working capital payables to) the Sponsor or Sponsor Parties to BSAQ, including the $205,000 incurred as of March 31, 2023, and any further incurrence between the date of this Agreement and the Closing, subject to and concurrently with 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 this Agreement or pursuant to the Business Combination Agreement. On June 14, 2023, the Company entered into the First Amendment to Sponsor Support Agreement with Vinfast to reflect that certain working capital loans from (or working capital payables to) the sponsor or any of the other Sponsor Parties to the Company, to the extent used by the Company (or on its behalf) for payment of transaction costs and expenses required to be borne and paid by VinFast pursuant to the Business Combination Agreement, subject to and concurrently with the closing of the Business Combination, will be repaid by VinFast. 

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

On October 25, 2022, the Sponsor advanced $600,000 to the Company under the Working Capital Loan. On February 3, 2023, the Sponsor advanced $550,000 to the Company under the Working Capital Loan. As of June 30, 2023 and December 31, 2022, there was $1,150,000 and $600,000 outstanding under the Working Capital Loans, respectively, and are included in note payable – Sponsor on the accompanying balance sheets.

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 subject to and concurrently with the closing of the Business Combination, the aggregate face value of the Working Capital Notes will be converted to and deemed to be an interest-free loan from the sponsor to VinFast, payable on the date that is no later than the 18th month anniversary of the Closing Date (as defined under the Sponsor Support Agreement).

Management determined that there was an embedded conversion feature related to the note that would require fair value treatment under ASC 815-15-25 and the note should be measured at fair value at issuance and at each reporting date. At June 30, 2023, the fair value of the note was $849,213, which resulted in a change in fair value of the note of $719,093 and $264,061 for the three and six months ended June 30, 2023, respectively, which is reflected on the statement of operations.