#1zSpaceX Investor Presentation May 2022 edtechx holdings Private & Confidential#2Disclaimer This Presentation (together with oral statements made in connection herewith, the "Presentation") is for informational purposes only to assist prospective purchasers in a private placement in making their own evaluation with respect to the proposed business combination (the "Business Combination") between EdtechX Holdings Acquisition Corp. II ("EdtechX") and zSpace, Inc. ("zSpace”), and the proposed private placement of securities of EdtechX in connection with the Business Combination. This Presentation does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments of EdtechX or zSpace. By accepting this Presentation, you acknowledge and agree that all of the information contained herein or disclosed orally during this Presentation is confidential, that you will not distribute, reproduce, disclose or use such information for any purpose other than for the purpose of evaluating your firm's participation in the potential financing, that you will not distribute, reproduce, disclose or use such information in any way detrimental to EdtechX or zSpace, and that you will return to EdtechX and zSpace, delete or destroy this Presentation upon request. Further, by accepting this Presentation, the recipient agrees to maintain all such information in strict confidence, including in strict accordance with any other contractual obligations applicable to the recipient and all applicable laws, until such information becomes publicly available not as a result of any breach of such confidentiality obligation. You are also being advised that the United States securities laws restrict persons with material non-public information about a company obtained directly or indirectly from that company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities on the basis of such information. The information contained herein does not purport to be all-inclusive and none of EdtechX, zSpace, nor any of their respective subsidiaries, stockholders, affiliates, representatives, control persons, partners, members, managers, directors, officers, employees, advisers or agents make any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. Prospective investors in the proposed private placement should consult with their own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying solely upon the information contained herein to make any investment decision. The recipient shall not rely upon any statement, representation or warranty made by any other person, firm or corporation [(including, without limitation, the Placement Agent or any of their respective affiliates or control persons, officers, managers, directors and employees)] in making its investment decision to subscribe for securities of EdtechX in connection with the Business Combination. To the fullest extent permitted by law, in no circumstances will EdtechX, zSpace or any of their respective subsidiaries, stockholders, affiliates, representatives, control persons, partners, members, managers, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. In addition, this Presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of EdtechX, zSpace, the proposed private placement or the Business Combination. The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs. zSpace X edtechx holdings 2#3Forward Looking Information Certain statements in this Presentation may be considered "forward-looking statements" within the meaning of the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements herein generally relate to future events or the future financial or operating performance of EdtechX, zSpace or the combined company expected to result from the Business Combination (the "Combined Company"). For example, projections of future financial performance of zSpace and the Combined Company, the Combined Company's business plan, other projections concerning key performance metrics, the proceeds of the Business Combination and the Combined Company's expected cash runway, and the potential effects of the Business Combination on EdtechX and the Combined Company, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "should," “expect," "intend," "will," "estimate," "anticipate," "believe" "predict," "project," "target," "plan," or "potentially" or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by EdtechX, zSpace and its management, as the case may be, are inherently uncertain and subject to material change. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risk and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in the section entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in EdtechX's final prospectus relating to its initial public offering, dated December 10, 2020, its Annual Report on Form 10-K for the year ended December 31, 2021, and other filings with the Securities and Exchange Commission ("SEC"), as well as factors associated with companies, such as zSpace, that are engaged in the business of educational technology, including anticipated trends, growth rates, and challenges in those businesses and in the markets in which they operate, including the factors described in the summary risk factors that will accompany this Presentation; macroeconomic conditions related to the global COVID-19 pandemic; the failure to realize the anticipated benefits of the Business Combination; the failure by zSpace to complete any current pending or future contemplated acquisitions; the amount of redemption requests made by EdtechX's public stockholders; EdtechX's ability to procure private placement subscriptions in connection with the Business Combination sufficient to satisfy zSpace's business objectives. Nothing in this Presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this Presentation, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. zSpace X edtechx holdings 3#4Additional Information Use of Projections This Presentation contains projected financial information with respect to zSpace. Such projected financial information constitutes forward-looking information, is for illustrative purposes only and should not be relied upon as being predictive of future results. The assumptions and estimates underlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in such prospective financial information, including without limitation, assumptions regarding EdtechX's and zSpace's ability to consummate the Business Combination and zSpace's pending acquisitions, the failure of which to materialize could cause actual results to differ materially from those contained in the prospective financial information. EdtechX and zSpace caution that their assumptions may not materialize and that current economic conditions render such assumptions, although believed reasonable at the time they were made, subject to greater uncertainty. See the section above titled "Forward- Looking Statements". The inclusion of financial forecast information in this Presentation should not be regarded as a representation by any person that the results reflected in such forecasts will be achieved. Neither EdtechX's nor zSpace's independent auditors have audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation or any er purpose, and accordingly, none of such independent auditors has expressed any opinion or provided any other form of assurance with respect to such projections. Financial Information The financial information and data contained in this Presentation, including the Non-GAAP Financial Measures referred to below, is unaudited and does not conform to Regulation S-X promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any registration statement that may be filed in connection with the potential Business Combination. Use of Non-GAAP Financial Measures This Presentation includes non-GAAP financial measures. EdtechX and zSpace believe that these non-GAAP measures are useful to investors for two principal reasons. First, they believe these measures may assist investors in comparing performance over various reporting periods on a consistent basis by removing from operating results the impact of items that do not reflect core operating performance. Second, these measures are used by zSpace's management to assess its performance. EdtechX and zSpace believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. These non-GAAP measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. Other companies may calculate these non-GAAP financial measures differently, and therefore, such financial measures may not be directly comparable to similarly titled measures of other companies. Additional Information In connection with the proposed Business Combination, EdtechX intends to file with the SEC a registration statement on Form S-4 containing a preliminary proxy statement/prospectus of EdtechX and consent solicitation statement of zSpace, and after the registration statement is declared effective, EdtechX and zSpace will mail a definitive proxy statement/prospectus/consent solicitation statement relating to the proposed Business Combination to their respective stockholders. This Presentation does not contain any information that should be considered by EdtechX's or zSpace's stockholders concerning the proposed Business Combination and is not intended to constitute the basis of any voting or investment decision in respect of the Business Combination or the securities of EdtechX. EdtechX's and zSpace's stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus/consent solicitation statement and the amendments thereto and the definitive proxy statement/prospectus/consent solicitation statement and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about EdtechX, zSpace and the Business Combination. When available, the definitive proxy statement/prospectus/consent solicitation statement and other relevant materials for the proposed Business Combination will be mailed to stockholders of EdtechX and zSpace as of a record date to be established for voting on the proposed Business Combination. Stockholders will also be able to obtain copies of the preliminary proxy statement/prospectus/consent solicitation statement, the definitive proxy statement/ prospectus/consent solicitation statement and other documents filed with the SEC, without charge, once available, at the SEC's website at www.sec.gov, or by directing a request to: EdtechX Holdings Acquisition Corp. II, 22 Soho Square, London, W1D 4NS, United Kingdom. zSpace X edtechx holdings 4#5Additional Information Participants in the Solicitation EdtechX, zSpace and their respective directors and executive officers may be deemed participants in the solicitation of proxies from EdtechX's stockholders with respect to the proposed Business Combination. A list of the names of EdtechX's directors and executive officers and a description of their interests in EdtechX is contained in EdtechX's final prospectus relating to its initial public offering, dated December 10, 2021, which was filed with the SEC and is available free of charge at the SEC's web site at www.sec.gov, or by directing a request to EdtechX Holdings Acquisition Corp. II, 22 Soho Square, London, W1D 4NS, United Kingdom. Additional information regarding the interests of the participants in the solicitation of proxies from EdtechX's stockholders with respect to the proposed Business Combination will be contained in the proxy statement/prospectus for the proposed Business Combination when available. No Offer or Solicitation This Presentation shall not constitute a "solicitation" as defined in Section 14 of the Securities Exchange Act of 1934, as amended. This Presentation does not constitute an offer, or a solicitation of an offer, to buy or sell any securities, investment or other specific product, or a solicitation of any vote or approval, nor shall there be any sale of securities, investment or other specific product in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any private offering of securities in connection with the Business Combination (the "Securities") will not be registered under the Securities Act, and will be offered as a private placement to a limited number of "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) or institutional "accredited investors" (within the meaning of Rule 501(a) under the Securities Act). Accordingly, until registered for resale, the Securities must continue to be held until a subsequent disposition is exempt from the registration requirements of the Securities Act. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption from registration under the Securities Act. The transfer of the Securities may also be subject to conditions set forth in an agreement under which they are to be issued. Investors should be aware that they might be required to bear the final risk of their investment for an indefinite period of time. Neither zSpace nor EdtechX is making an offer of the Securities in any state or jurisdiction where the offer is not permitted. NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE. Industry and Market Data Certain information contained in this Presentation relates to or is based on studies, publications, surveys and zSpace's own internal estimates and research. In addition, all of the market data included in this Presentation involves a number of assumptions and limitations, and there can be no guarantee as to the accuracy or reliability of such assumptions. Finally, while zSpace believes its internal research is reliable, such research has not been verified by any independent source and none of zSpace, nor any of its affiliates nor any of its control persons, officers, directors, employees or representatives make any representation or warranty with respect to the accuracy of such information. Trademarks This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SMO or symbols, but EdtechX and zSpace will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. No Relationship or Joint Venture Nothing contained in this Presentation will be deemed or construed to create the relationship of partnership, association, principal and agent or joint venture. This Presentation does not create any obligation on the part of either zSpace, EdtechX or the recipient to enter into any further agreement or arrangement. Unless and until a definitive agreement has been fully executed and delivered, no contract or agreement providing for a transaction will be deemed to exist and none of EdtechX, zSpace or the recipient will be under any legal obligation of any kind whatsoever. Accordingly, this Presentation is not intended to create for any party a right of specific performance or a right to seek any payment or damages for failure, for any reason, to complete the proposed transactions contemplated herein. zSpace edtechx X holdings 5#6EdtechX Holdings Acquisition Corp. II: Edtech & Future of Work- Focused SPAC With a "SPAC for Good" Impact Mandate N X EdTechX Holdings (NASDAQ: EDTXU), a new member of the Nasdaq family, has launched a #SPACsForGood campaign. G E Lead by Benjamin Vedrenne-Cloquet and Charles McIntyre, the campaign is an invitation to other SPACs founders and teams to support endowments involved in education, health, environment, diversity and tech inclusion. Learn more: spr.ly/6018H02Dq Nasdaq 201,790 followers 1d. Edited. Ⓒ (COD). MOONPOD NOVE THE BEANBAG RE-INVENTED zSpace X edtechx holdings NASDAQ WELCOMES BOTECHX HOLDINGS ACQUISITION CORP TO THE NASDAQ FAMILY DECEMBER 11TH 2020 X EDTX NasdaqListed Nasdaq edtechx holdings edtechx holdings #ALLINNYC EdtechX ESG & Impact Assessment Methodology 1. Reach & Affordability 2. Quality of Education/Training & Gainful of Skills & Employment 3. Efficacy & Sustainability 4. Customer Privacy & Data Security 5. Responsible Selling and Marketing Practices 6. Employee Engagement, Diversity & Inclusion 7. Business Ethics & Competitive Behavior """ 6#7zSpace: Pioneering the "Eduverse" zSpace's immersive AR/VR technology unites education with the metaverse, providing students with equitable access to innovative, engaging learning experiences. Spending on AR and VR in Education market globally² : zSpace X 0000000 00 80 edtechx holdings O 2 Global AR, VR, and mixed reality (MR) market¹ : $250b by 2028 (vs. $28b in 2021) $12.6 billion in 2025 CAGR of 32% Sectors expected to witness the most disruption by immersive technologies over the next 12 months according to XR/ARNR/MR industry experts in the United States Healthcare and medical devices Education Workforce development and training Manufacturing Automotive Marketing and advertising Sources Perkins Cole, XRA;Boos!FC Ⓒ Stalsta 2021 Logistics/transportation Retail/ecommerce Military and defense Commercial real estate (e.g., construction) Residential real estate (e.g., virtual showings) Tourism Other 0% 5% 4% 10% 10% 13% 15% 13% 16% 15% 16% 21% 19% 24% 20% 25% Share of respondents 28% 30% 35 % Additional Information: Worldwide: United States; Perkins Cole, XRA; Boos! PC, January to February, 2020: 191 res in the U.S.): Online survey 1) Source: https://www.statista.com/statistics/591181/global-augmented-virtual-reality-market-size/ 2) Holon IQ : https://www.holoniq.com/edtech/10-charts-that-explain-the-global-education-technology-market/. 38% 40% 45% statista 7#8Transaction Overview - zSpace X ($millions, except share price) (1) (2) (3) (4) (5) (6) (7) (8) Combined Pro forma (1) Enterprise Value $195M Market Cap $319M Estimated Growth Profile FY21-FY24E (5) Revenue: 47% CAGR ARR: 62% CAGR Q1/22 Vs Q1/21 +59% in Bookings zSpace Shareholder Rollover Equity zSpace X 100% edtechx holdings TEV/23E Rev. At Deal 3.5x FY23E Revenues ($56M) 4.2x with earnout edtechx holdings Committed Anchor PIPE @ $10.15 (²) $25M Listed Peer Group TEV / 23E Rev. (median) (6) See Illustrative Transaction Summary - Assumes no redemption. Anchor PIPE from GII, Kuwait Investment Authority. Comprised of the cancellation of $25M of indebtedness owed by the Company to GIl and Kuwait Investment Authority. Lock-up for non-management shareholders and Sponsors.: 6 to 18 months with early release of 7.5% at closing. Employee shareholders 6 to 12 months. 3.7M Performance shares 50% SPAC sponsor shares subject to vesting. Vesting % linked to cash and financing at close. ~4.6x (EdTech peers) ~6.2x (Metaverse/AR/VR peers) Extended Lock-Up (3) 6 to 18 months SPAC Cash in Trust / Min Cash Closing Condition (7) $117m/ $24m Earnout/ Escrow Shares (4) zSpace - 28.5% SPAC Sponsor - Up to 50% Use of Net Proceeds (8) Based on zSpace Base case estimates and assumes the completion of 2 software acquisitions that are expected to contribute approx. $2m of estimated pro forma revenues. Base Case forward looking estimates are subject to change and only provided here as guidance. Actual figures may be materially different. EdTech peers include CHGG, PWSC, INST, DUOL, COUR, DCBO, KAHOT, ARCE and UDMY. Metaverse peers include FB, SNAP and U. See peer benchmarking analysis on page 6. Reflects minimum cash condition net of SPAC expenses. Net of Transaction expenses and debt repayment 100% Primary Organic Growth M&A Software 8#9Illustrative Transaction Summary- zSpace ($millions, except share price) Transaction Summary Implied enterprise value of $195M, or 3.5x '23E Revenue of $56M (1) Up to $141M cash to balance sheet for continued growth of combined company before transaction costs (2) • Includes a $38M performance earnout, or 3.7M additional shares post-earnout: 1/3 of the earnout upon the successful execution of a first acquisition and upon 20 consecutive trading days at $11.50 (VWAP) 1/3 of the earnout upon the successful execution of a second acquisition or upon 20 consecutive trading days at $12.50 (VWAP) 1/3 of the earnout upon reaching $100M in Revenue or upon 20 consecutive trading days at $13.50 (VWAP) 1M warrants ($11.50) Sources Cash in Trust (3) Committed PIPE (@$10.15) (4) Potential Additional Funding (5) Senior Debt Facility (est.) (6 Total Cash Sources Rollover Equity (100%) Total Sources. Existing PIPE committed by KIA and GII Definitive agreement allows for parties to bring additional funding. Sources & Uses zSpace edtechx X holdings $117 25 20 4 $166 133 Note: Illustrative Transaction Summary does not include shareholder redemptions. Pre-earnout enterprise value. (1) (2) Comprises: cash in trust of $117M, assuming no redemptions, plus $15M of Potential Additional Funding and Senior Debt of $4M before estimated transaction expenses of $13M (3) Assuming no redemptions. (4) (5) $298 Uses Retirement of zSpace Debt (7) Cash to Balance Sheet Estimated Fees & Expenses Total Cash Uses Rollover Equity (100%) Total Uses (6) (7) (8) (9) (8) Existing zSpace senior debt facility from East West Bank. Repayment of zSpace's shareholder loan. $25 128 13 $166 133 $298 Approximately $6M for EdTechX expenses (incl. back-end fees), $4M for zSpace and $3M for potential additional funding. Also assumes the completion of 2 software acquisitions that are expected to contribute approx. $2m of estimated pro forma revenues. Pre-earnout Pro Forma Valuation and Ownership. X edtechx holdings Pro Forma Valuation (8) Illustrative Share Price Pro Forma Shares Outstanding (M) Equity Value Pro Forma Net Debt Enterprise Value TEV '23E Revenue Multiple ($56M) Pro Forma Ownership (⁹) Pro Forma Ownership (Shares) zSpace Shareholders (not incl. PIPE) SPAC Public Shareholders PIPE Shareholders (@$10.15) Potential Additional Funding SPAC Sponsors Total Shares Pro Forma Ownership (%) zSpace Shareholders (not incl. PIPE) SPAC Public Shareholders PIPE Shareholders (@$10.15) Potential Additional Funding SPAC Sponsors Pro Forma Ownership (%) $10.15 31.4 $319 (124) $195 3.5x 13.1 11.5 2.5 2.0 2.4 31.4 42% 37% 8% 6% 8% 100% 9#10zSpace Vision: expanding across the entire learning spectrum zSpace X edtechx holdings BARAT BY BAAI 10#11Investment Highlights wwwww zSpace X edtechx holdings 01 02 03 04 05 06 Leading provider of AR/VR technology in the education market Differentiated and proprietary immersive and tracking technologies Key strategic partnerships and network of 3rd party developers provide ability to rapidly scale internationally Rapid growth in bookings, revenue and gross margins, and penetration in top 10 US school districts Pipeline and existing book of business provides strong visibility Targeted pipeline of software acquisitions to increase Annual Recurring Revenue (ARR) 11#12zSpace in Action zSpace X edtechx holdings Introducing the zSpace Inspire 12#13Company Snapshot Leading commercial provider of AR/VR technology, focused on the Education & Training sector By the Numbers $56M FY23E Projected Revenue 65% FY23E Recurring Revenue > 70 Patents zSpace 54% FY22E-FY24E Revenue CAGR X 45% FY24E Gross Margin > 1M Annual student usage > 2,400* School Customers (US) edtechx holdings A Customer Base with the Largest US School Districts** NYC Department of Education Chicago Public Schools CCSD CLARK COUNTY SCHOOL DISTRICT US ZSpace Customer GOURSY Schools refn Hillsborough County PUBLIC SCHOOLS POOL New York City Los Angeles Unified Chicago Public Schools Miami-Dade County Clark County Broward County Houston ISD Orange County Public Schools Orange County Hillsborough County Palm Beach Students*** 984k 634k 378k 357k 327k 272k 216k 214k 201k 193K As of 3/31/2022. ** National Center for Education Statistics. US Rank #1 *** #2 #3 #4 #5 #6 #7 #8 #9 #10 Industry Recognition & Awards 2017 AWARDS AWARD EXCELLENCE COOL TOOL 2017FINALIST edtach TECH LEARNING digest CES INNOVATION AWARDS 2019 HOSORIE Company Overview AWARDS of EXCELLENCE winner! TECH LEARN Gartner COOL VENDOR TECH LEARNING zSpace utilization varies by school district. BEST SHOW AT ISTE 2016 WINNER FAST Inc. 5000 AMERICA'S PRIVATE T.GROWING . OMPANIES 13#14zSpace Education Market Offers a Large Opportunity (> $200B) zSpace X United States edtechx holdings China EMEA APAC $24.9B $7.1B $41.7B $60.2B Source: National Center for Education Statistics, Ministries of Education in various countries. 5 year TAM revenue, average "1 lab" per school. APAC excludes China. ~$184B TAM (K-12) $1.2B $78.8B $2.8B $2.5B ~$14B TAM (Career Tech Ed [CTE] / Workforce) 14#15US Market Opportunity is Bolstered by US Federal Stimulus ~$300B Covid-19 legislation has added funding to K-12 education, adding growth potential Education Total K-12* Higher Ed Governors CARES Act Signed into Law March 2020 edtechx holdings $31B $14B $14B $3B Covid Relief Package Signed into Law December 2020 $82B $54B $22B $4B https://www.future-ed.org/what-congressional-covid-funding-means-for-k-12-schools/ Approximately 80% of the combined $190B in K12 education funding allocated by these programs has not yet been spent. zSpace X American Rescue Plan Signed into Law March 2021 $168B $122B $40B $3B 15#16Validated Efficacy with AR/VR in Education and Workforce Training Beyond the Science Experiment: Building Soft Skills with AR and VR By Joe Parlier, Ed.D. To read full article on web, visit: https://theleamingcoursel.com/article/beyond science experiment building soft skills and v 66 Students are able to develop soft skills that are critical to success in both higher education and the workforce. the LEARNING COUNSEL Research and Context on the Digital Education Experience As augmented reality (AR) and virtual reality (VR) learning experiences become increasingly common in K-12 classrooms, the value this technology brings to STEM and Career and Technical Education programs is becoming increasingly evident. Educators are using immersive technology to expose students to worlds and situations that would be challenging or impossible in a classroom setting: exploring human and animal anatomy, building and observing the flow of air through car engines; learning trades such as welding and travelling to communities and countries to experience different cultures. These interactive experiences empowered by AR and VR often deliver social and emo- tional learning opportunities in addition to the scientific lessons. Both in STEM program- ming and in non-scientific AR and VR applications, students are able to develop soft skills that are critical to success in both higher education and the workforce. 99 When it comes to developing empathy, persevering when confronted with challenging content or failure, managing anxiety, and developing critical thinking skills, AR and VR applications help educators support students to overcome some of the common barriers to learning and deliver skill-building programming. zSpace edtechx X holdings Investigating Potential Relationships Between Adolescents' Cognitive Development and Perceptions of Presence in 3-D, Haptic-Enabled, Virtual Reality Science Instruction R. L. Hite, M. G. Jones, G. M. Childers, M. Ennes, K. Chesnutt, M. Pereyra & E. Cayton Journal of Science Education and Technology 1658 1090043 15 T DOL10100010956-013-9764 ONLINE FIRST Journal of Science Education and Technology Springer How VR and AR take CTE programs to the next level BY MIKE MACCHIAROLA June 21st, 2019 To read full article on web, visit https With the advent of new resources, CTE programs are helping prepare students for future careers and success eSCHOOL NEWS Daily Tech News & Innovation Studies consistently reveal the importance of career and technical educa tion (CTE) programs as a method to reduce dropout rates and to keep students focused on high school graduation. Across Pasco County Schools, where we educate 75,000 students, the vision for our CTE program is to provide broad exposure to CTE experiential learning opportunities while equipping students to be life-long learners To accomplish that goal, it is critical that we enable our CTR students to embrace advanced technologies that will be commonplace in the jobs and careers of the future. As the workforce demands that even entry-level employees have the skills and training needed to take on new challenges, our perspective is that by creating opportunities for students to engage with and learn from advanced technologies in the classroom, it will put students on an immediate career path following graduation Interactive CTE programs with VR and AR This year, our CTE department integrated augmented reality (AR) and virtual reality (VR) laptops from space into our Health Sciences career cluster and Agriculture/Veterinary Assisting Program curriculum AR/VR has the unique ability to deliver immersive learning that places our students in an interactive learning environment, either physically or virtually, to replicate possible scenarios or to teach particular skills or techniques. The simulations, role play, and virtual learning environments are changing education and enhancing learning. 16#17Hardware Continuously developing new products for existing and new markets Original Versions Classroom Lab Model ΑΙΟ Professional High-Performance One-to-One Model zSpace edtechx X holdings Laptop Education/K12 Key Partnership with Major PC OEM ▪ Leverage their Supply Chain ▪ Leverage their existing worldwide reseller network Strategic Direction New Generation Technology Inspire Commercially Launched Q1/2022 acer 17#18Technology Differentiation zSpace's differentiated, easy-to-use and affordable technology has contributed to its success Unique Features Comfortable Viewing ✓ Proprietary 3D panel module ✓ Lightweight eyewear ✓ Full Motion Parallax Integrated Experience ✓ AR/VR combined with normal 2D computing ✓ Easy to use and ready out of the box Intuitive Interaction ✓ Precise "open space" interaction ✓ Well understood and comfortable stylus design ✓ Accessible Naturally Collaborative ✓ Shared experience ✓zView enabled one:many AR presentation By end-user units shipped. zSpace X edtechx holdings Perception of Depth Ability to Look Around Kinesthetic Realism zSpace 2021 Virtual Field Trip Changing student experiences. Inspiring curiosity. Improve Student Outcomes We have seen an immediate impact on student understanding of complex concepts Motivate Students to Want to Learn 25pace has given me the power to creats. I can try anything I wonder what I'd make Understand. Prepare Students for the Workplace This is the technology and workplace tool of tomorrow and districts want to prepare their students for success in their career. Education's leading AR/VR solution Create Engagement The object is so simple on the outside, but when you get inside, it's so complex. Once was able to dissect, I started looking at everything You learn more this way. Impact learning like never before Motivate Technology VIR Deepen Understanding SCI My students ask deeper questions during the Lunit with space. We went further into the unit than ever before Engage, Prepare 18#19Proven solution with real evidence and customers... zSpace edtechx X holdings Sylvester Hackworth, Ph.D Biology Professor Bishop State Community College "6 Every time I visit a zSpace class, the kids are 100 percent engaged, they absolutely love it and they can't wait to get a visitor's attention and share what they are doing. SARAH EDWARDS District Supervisor of Instructional Technology Buffalo Public Schools You're preparing a student to go out into the real world. This is the type of technology they are going to be using at work. Since we do train a lot of nurses, a lot things they work with on the floor is this type of technology. Sylvester Hackworth, Ph.D Biology Professor Bishop State Community College "" IMPROVE ENGAGEMENT & RETENTION WITH HANDS-ON LEARNING The data are in Hands-on learning promotes higher engagement, deeper understanding and improved outcomes. See how 19#20Software Ecosystem Content Driving Highly-Recurring Revenue Broad application offering (both zSpace and 3rd party), including hundreds of activities* aligned with NGSS and state standards K-12 Physical Science Math Curriculum Areas Covered zSpace edtechx holdings K-12 Application Examples zSpace Studio is a rich model exploration and presentation tool that allows students to compare, dissect, analyze, measure and annotate thousands of 3D models Health Newton's Park allows students to create their own experiments and build simulations while interacting with data Experiences include experiential-based simulations of Earth, Life, and Physical Science topics allowing students to manipulate content while learning abstract concepts * https://zspace.com/edu/activities CTE VISIBLE BODY Automotive AI/ Programming Advanced Manufacturing CTE/Workforce Application Examples VR Automotive Mechanic by GTAFE allows students to practice assembly and disassembly within a virtual mechanic shop Human Anatomy Atlas by Visible Body allows students to explore human body systems and over 4,600 anatomical structures Advanced Manufacturing by Fun2 provides hands-on training in hydraulics, pneumatics, and manufacturing production, logistics and maintenance 20#21Immersive and engaging zSpace and 3rd party content DD DO 9 zSpace X Body of sternum Corpus stemi The sternum is an elongated. flattened bone that forms the middle portion of the anterior wall of the thoracic cage and serves as an attachment for several muscles. Its superior end supports the clavicles and its margins articulate with the costal cartilages of the first seven pairs of vertebrosternal ribs (true ribs). The sternum is about 17 cm long and consists of three parts: the quadrangular thinner manubrium; the longer, t body of the sternum; and the onlightly xiphoid process. It is convex in front, and broad and ZAN thick above, narrowing at the point where the manubrium joins the body of the sternum, after which it widens slightly again. Fade Sequential Transmission Slide 1 2.000 FHE KAN edtechx holdings Fade Others Hide Others £ Case Slide Text Hing Pou Ovout Reverse Sht Linkage Tools Add Hassame V Power Units Gear Pump -External Gear Pump - Internal Gear Pump Vane Pump Piston Pump Gross Anatomy of Cerebrum Gross Anatomy of Centrum Longhudnal Later Fissur S Working Principles TES Exploded View Section Perspective View In this session, we'll examine some of the major structures of the cerebrum. 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Its main advantages are simple structure, small size, light weight, strong self-priming ability, strong anti-pollution ability, reliable work, easy Hide CAKED> 21#22Technology Differentiation zSpace's differentiated, easy-to-use and affordable technology has contributed to its success 1 Robust Customer value Minimal zSpace X ∞ Meta ARCore G Competitive Landscape* Entertainment edtechx holdings zSpace magic leap Enterprise Industry Focus zSpace's unique technology (over 70 patents) and user- focused solution make zSpace a leading AR/VR provider Education * Source - zSpace Management. ● ● Technology Unique Features Significant Customer Installed Base Robust software content • 3rd Party Developers for scale • K12/STEM & CTE/Workforce market opportunity US and Global reseller partners 22#23The recent metaverse excitement about immersive virtual experiences... recode Why you should care about Facebook's big push into the metaverse The futuristic tech Mark Zuckerberg is investing billions in could remake the internet. By Shirin Ghaffary Nov 24, 2021 2:15pm EST f SHARE zSpace X The New York Times Everybody Into the Metaverse! Virtual Reality Beckons Big Tech. Tech's biggest companies are joining game makers and start-ups in pursuit of an immersive digital world that some have been working on for years. edtechx holdings The brightening effect Light up your world with 50% off your first year Economist THE LATEST Subscribe VentureBeat Events GamesBeat Jobs The Future of Work Summit Community Why AR, not VR, will be the heart of the metaverse 23#24...has been zSpace's core vision for the past 10 years Our focus on immersive experiences has made us a leading education technology in the metaverse Call Sm Forbes The Missing Link In A Metaverse-For-All Vision Jan 18, 2022, "Given the fundamental technology zSpace has demonstrated I believe that the PC and laptop can be modified to also deliver an immersive 3D experience and has the potential of becoming, perhaps the main way people interact with virtual worlds in the future" ... Tim Bajarin, Creative Strategies ****** zSpace X edtechx holdings Fastener Left Front Lower Control Arm Assembly ODDD Sep 2ove Left Demper Fuing Nat Toot: 10m Docket Ratchet Common Special 18mm Socket Ratchet Wrench 24#25Key Strategic Growth Pillars Our execution plan includes multiple avenues for continued growth over the next several years zSpace X edtechx holdings Continued US organic growth International Expansion Software Acquisitions 25#26Sales & Marketing Growth Plans US Key Initiatives ▪ New Customer Acquisition Existing Customer Expansion through zSpace Inspire ▪ Continued Virtual/Hybrid selling model eSports Initiative ▪ US Channel Strategy ▪ US Stimulus Funding Focus - ESSER and CARES implementations International Key Initiatives ▪ China - potential JV ▪ APAC and EMEA development focus zSpace X edtechx holdings SOUTH zSpace Educational Webinar Series Bring Joy to Learning with AR/VR: Connecting SEL with Academic Content to Create a Motivating Learning Experience Red Orber 8, 2017 ing to that sh bacted by the dead des focus on the social and als WHERE DOES ZSPACE FIT? chers and cl applying the one ha r process. 26#27International Reseller Footprint Strong and growing position in leading markets across the world International customers in over 50 countries through over 25 major resellers Success in US education driving demand Major projects in 2021 is expected to set up 2022 well ▪ Argentina Eastern Europe zSpace X edtechx holdings Canada Mexico invea VIRTALIS Vr Colombi CCR Peru Chile A M Brazil Now Iceland INITION IMMERSION Un Kini VRLOGIC VIRTALIS orway ence Algeria Finland VIRTALIS Mali Niger Nigeria Libya Egypt Chad Angola Namibia kraine Pabedekker exploriston DRC Sudan South Africa Interactive Botswana ZENA Sadi Arabia Ethiopia Kenya Tanzania Kazakhstan NGN ghanistan edutagh geticance HSM Technologies Madagascar Maxwell Distribution India Russia VRLOGIC DA Mongolia ROCHMAXX 中胺瑞馳集團 WORATHAN TECHNOLOGY Indonesia Papua New Guinea ASI SOLUTIONS New Zealan 27#28Acquisitions - Annual Recurring Revenue (ARR) ● ● Acquisitions - Key Criteria Focus on key software applications within K12/STEM & CTE/Workforce Stable revenues, higher margins, scalable More web-based Expands IP portfolio in critical content areas zSpace X edtechx holdings IN ● ● Pipeline of 50 targets Prioritized focus on top 5 targets Could add $2m ARR to 2022 Revenue, >$30m in Revenue in 2023(1) Improved overall gross margins Facilitates additional international growth Science Explore The Passiones (1) Assumes the completion of 2 software acquisitions that are expected to contribute approximately $2m of estimated pro forma revenues 1+2 MATH 28#29Near-Term Priorities Continue US organic growth Execute on software M&A pipeline zSpace X edtechx holdings 5 00 1 3 2 4 2. International Expansion Go public 29#302021 - 2024E Financial Projection Metrics - Base Case Revenues ($mm) 100 80 60 40 20 0 26.7(a) 2021 Gross Margin ($mm) $35.0 $30.0 $25.0 $20.0 $15.0 $10.0 $5.0 $- zSpace X $11.1 2021 edtechx holdings CAGR 47% 37.4 (b) 2022e CAGR 44% $17.9 (d) 56.1 2023e $24.7 84.2 2024e $33.0 2022e 2023e Note: Base Case forward looking estimates are subject to change and only provided here as guidance. Actual figures may be materially different. (a) Excluded $11m Backlog 12/31/2021. 2024e (b) (c) Annual Recurring Revenues (ARR) ($mm) 40.0 30.0 20.0 10.0 ($mm) 6.0 4.0 2.0 8.0 Operating Profits (2.0) (4.0) (6.0) (8.0) 2021 2021 (6.0) Assumes the completion of 2 software acquisitions that are expected to contribute (d) approximately $2m of estimated pro forma revenues Assumes the completion of 2 software acquisitions that are expected to contribute (e) approximately $2m of estimated pro forma revenues CAGR 62% 13.7(c) 2022e 2022e (5.6) (e) 20.2 2023e 0.5 2023e 34.1 2024e 4.8 2024e Assumes the completion of 2 software acquisitions that are expected to contribute approximately $2m of estimated pro forma revenues Adjusted for non-recurring items 30#312021-2024E Financial Metrics Revenues by Region* ($mm) 90.0 80.0 70.0 60.0 50.0 40.0 30.0 20.0 10.0 26.7 2021 zSpace X (1) edtechx holdings 37.4 2022e 56.1 2023e Americas APAC/EMEA China * Subject to Baseline on previous slide 84.2 2024e Revenues by Category* ($mm) 90.0 80.0 70.0 60.0 50.0 40.0 30.0 20.0 10.0 (1) Assumes the completion of 2 software acquisitions that are expected to contribute approximately $2m of estimated pro forma revenues 26.7 2021 Hardware 37.4 (1) 2022e 56.1 2023e Software & Services 84.2 2024e Note: Forward looking estimates are subject to change and historical results are unaudited. Actual figures may be materially different. 31#32Strong bookings that convert to revenues in 2022/2023 Forecasted revenue growth supported by Fulfillment of Booked Orders, ARR and Targeted Programs 2022 (US$ mm) 40.0 35.0 30.0 25.0 20.0 15.0 10.0 5.0 0.0 6.0 Q1 Actuals zSpace X 8.8 2021 Booked Orders edtechx holdings ● 8.4 Curstomer Upsell * 4.5 SW & SVC ARR 5.4 New Customers 2.4 Int'l Expansion 2.0 SW Acquisition Historical 60% average excluding SW & SVC ARR. 37.5 2022 Forecast 12.4 10.8 1.0 M 17.7 10.7 (US$ mm) 60.0 50.0 40.0 30.0 20.0 10.0 0.0 2022 Booked Orders 2023 Customer Upsell * SW & SVC ARR New Customers Int'l Expansion 3.5 Software Acquisitions 56.1 2023 Forecast 32#33Q1 2022 Sales Results - Best Q1 in Company History zSpace X edtechx holdings ($mm) 10 9 8 7 6 5 4 3 2 59% Bookings Growth Y-o-Y | 30% Revenue Growth Y-o-Y | 1 + 59% 5.6m Booking 8.9m 1) Results are unaudited; actual results may materially differ. 2) 2021 and 2022 booked orders pending fulfillment and not recognized as revenues in Q1 + 30% 4.7m 6.0m Revenue Q1 '21 ■ Q1 '22 Excl. $13M of revenues pending fulfillment² 33#34zSpace X Peer Group Analysis and Operational Benchmarking edtechx holdings 34#35Peer Benchmarking - Valuation Metrics ($millions) Valuation Metrics Market Cap EV Revenue Multiples TEV/CY 22E Revenue TEV/CY 23E Revenue TEV/CY 22E Growth Adj. Revenue EdTech (subscription business model) zSpace Chegg PowerSchool INSTRUCTURE duolingo coursera docebo Kahoot! TEV/CY 23E Growth Adj. Revenue TEV/CY 23E Gross Margin $314 195 5.2x 3.5x 0.1x 0.1x Gross Margin Multiples TEV/CY 22E Gross Margin 12.5× 6.7x $2,207 zSpace X 2,716 edtechx holdings 3.6x 3.3x (1.3x) 0.3x 4.9x 4.4x $2,409 3,552 5.7x 5.1x 0.5x 0.5x 18.3x 14.2x $2,611 3,032 6.5x 5.9x 0.5x 0.5x 8.5x 7.5x Source: Company Filings, CapitallQ. Market data as of 04/22/2022. (1) Valuation metrics do not include earnout (market cap and enterprise value reflect pre-earnout figures). I $3,383 2,862 8.4x 6.7x 0.2x 0.3x 11.5x 9.0x $2,653 1,891 3.5x 2.8x 0.1x 0.1x 5.6x 4.5x $1,464 1,253 8.5x 6.3x 0.2x 0.2x 10.5× 7.7x $1,155 1,050 6.2x 4.6x 0.1x 0.1x 6.8x 5.0x arco ûdemy Median $1,061 1,185 3.7x 3.0x 0.1x 0.1x 4.7x 3.7x $1,428 894 1.4x 1.2x 0.1x 0.1x 2.5x 2.0x 5.7x 4.6x 0.1x 0.2x 6.8x 5.0x Meta Snap Inc. I $575,449 $47,339 546,217 46,553 4.3x 3.7x 0.5x 0.2x 5.4x 4.6x 8.5x 6.0x 0.3x 0.1x 13.4x 9.0x Metaverse/AR/VR Unity $20,087 20,170 13.5× 10.3x 0.4x 0.3x 17.0x 13.0x Matterport Median $1,559 1,154 8.9x 6.5x 0.5x 0.2x 16.4x 11.0x 8.7x 6.2x 0.5x 0.2x 14.9x 10.0x Matterport Peer Relevance: AR/VR solutions for property market ■ Blended Hardware + SaaS model De-SPAC with Gores Holdings VI 35#36Peer Benchmarking - Financial Metrics ($millions) Financial Metrics Scale CY 22E Revenue (¹) $37 CY 23E Revenue CY 22E EBITDA CY 23E EBITDA Growth CY 22E Revenue (1) Growth ICY 23E Revenue I Growth CY 21ACY 23E Revenue CAGR Profitability CY 22E Gross Margin (¹) CY 23E Gross Margin zSpace Chegg PowerSchool INSTRUCTURE duolingo coursera docebo Kahoot! arco ûdemy Median CY 22E EBITDA Margin 56 ΝΑ ΝΑ 40% 50% 45% 42% 43% ΝΑ $755 ΝΑ 834 227 275 (3%) 10% 4% 74% 74% 30% CY 23E EBITDA Margin Source: Company Filings, CapitallO. Market data as of 04/22/2022. 33% $624 690 182 210 12% 11% 11% 68% 68% 29% 30% $463 516 167 188 14% 11% 13% 77% 78% 36% 36% $339 429 22 35% 26% 31% 73% EdTech (subscription business model) 74% (1%) 5% $543 674 (49) (40) 31% 24% 27% 62% 63% (9%) (6%) $148 200 (2) 8 42% 35% 39% 81% 82% (1%) 4% $171 229 44 88 87% 34% 59% 91% 92% 26% 38% $318 394 112 144 29% 24% 27% 79% 81% 35% 36% $625 767 (68) (54) 21% 23% 22% 56% 58% (11%) (7%) 29% 24% 27% 74% 74% 26% 30% zSpace X edtech (1) Assumes the completion of 2 software acquisitions that are expected to contribute approximately $2m of estimated pro forma revenues holdings Meta Snap Inc. $127,592 $5,496 148,632 57,964 67,455 8% 16% 12% 79% 79% 45% 45% 7,731 730 1,565 33% 41% 37% 63% 67% 13% 20% Metaverse/AR/VR Unity $1,497 1,951 10 119 35% 30% 33% 79% 80% 1% 6% Matterport Median $130 178 (133) (108) 17% 37% 27% 54% 59% (102%) (61%) 25% 34% 30% 71% 73% 7% 13% 36#37Leadership Team Paul Kellenberger Chief Executive Officer Prior to zSpace, Paul was CEO for Chancery Software, an Enterprise SIS provider. Paul built a successful team and profitably grew the business, resulting in a sale to Pearson. Former senior executive in general management, sales, marketing, and corporate development at Motorola, Digital Equipment Corp, and Inacom Corporation (acquired by HP). PEARSON hp CHANCERY MOTOROLA zSpace X edtechx holdings Joe Powers Chief Financial Officer Joe has over 20 years experience in senior level financial positions with high- technology/high growth companies. Prior to joining zSpace, Joe was CFO for Virident Systems, WorkRite Ergonomics, Bay Packets (acquired by Genband), Pacific Microsonics (acquired by Microsoft) and ViTel International. WD Western Digital™ VIRIDENT Microsoft Mike Harper Chief Product and Marketing Officer Mike has more than 20 years of successful experience in general management, sales, marketing and corporate development with both start- ups and large companies. Mike has held executive positions with Fortisphere, Syfact, BNX Systems and USinternetworking, Inc. (USi). AT&T IBM Packard Interne citi Ron Rheinheimer Chief Revenue Officer Ron has over two decades of experience in sales, sales leadership, strategic partnerships and strategy development. Ron has been a leader at early stage and large companies, including 11 years at Pearson. Early in his career, Ron held Leadership roles at Chancery Software, Inacom (acquired by HP), and Avantas. PEARSON CHANCERY Avantas p Healthcare Working Smarter Tara Choy Chief People Officer Tara brings over 12 years of experience in HR Administration with both large companies and start-ups. Tara has played key roles in organizational development, streamlining processes and procedures and ensuring compliance. Tara Global HR Director for Active Video (acquired by ARRIS and Charter Communications). COMCAST ActiveVideo 37#38zSpace X edtechx holdings Appendix 38#39Risk Factors Risks Related to zSpace's Business and Industry Following the Business Combination zSpace has a limited operating history at the current scale of its business and is still scaling up its monetization efforts, which makes it difficult to evaluate its current business and future prospects, and there is no assurance it will be able to scale its business for future growth Adverse general and industry-specific economic and market conditions, reductions IT spending or changes in the spending policies or budget priorities for government funding of K-12 school may reduce demand for zSpace's products and platform, which could harm its results of operations. zSpace has benefitted from the U.S. federal government's stimulus packages focused on educational initiatives approved as a result of the COVID-19 pandemic and there is no guarantee additional funding will be approved. zSpace's business is subject to seasonal sales and customer growth fluctuations which could result in volatility in zSpace's operating results some of which may not be immediately reflected in its financial position and results of operations. [We face risks related to our contracts with state and local government entities and, to a lesser extent, federal government agencies, as well as difficulties with contracting with large customers with substantial negotiating leverage, both of which could harm our results of operations. ● ● ● ● ● ● ● . ● ● ● ● ● State or local legislation may be adopted that limits or bans instruction in public schools that includes or promotes social or emotional learning, which could limit zSpace's ability to operate in those states and/or localities and have an adverse impact on its business, operating results, and financial condition. zSpace's business is highly competitive. Competition presents an ongoing threat to the success of its business. zSpace's future revenues and operating results will be harmed if zSpace is unable to acquire new customers, if its customers do not renew their contracts with it, or if it is unable to expand sales to its existing customers or develop new products that achieve market acceptance. zSpace's business is dependent on its ability to maintain and scale its product offerings and technical infrastructure, and any significant disruption in the availability of zSpace's platform could damage zSpace's reputation, result in a potential loss of customers and engagement, and adversely affect zSpace's business, operating results, and financial condition. If zSpace fails to maintain, enhance or protect its brand, zSpace's ability to expand its customer base will be impaired and its business, financial condition and results of operations may suffer. zSpace has experienced rapid growth and expects to in its growth for the foreseeable future. If zSpace fails to manage its growth effectively, its business, operating results, and financial condition would be adversely affected. If zSpace does not successfully anticipate market needs and develop products and services and platform enhancement that meet those needs, or if those products, services and platform enhancements do not gain market acceptance, its business, operating results, and financial condition will be adversely impacted. zSpace plans to continue expanding its international operations where it has limited operating experience and may be subject to increased business and economic risks that could seriously harm its business, operating results, and financial condition. If zSpace needs additional capital in the future, it may not be available on favorable terms, if at all. zSpace plans to continue to make acquisitions, which could harm its financial condition or results of operations and may adversely affect the price of its common stock. zSpace's business depends largely on its ability to attract and retain talented employees, including senior management. If zSpace loses the services of Paul Kellenberger, its Chief Executive Officer, or other members of its senior management team, zSpace may not be able to execute on its business strategy. zSpace's products, platform, and internal systems rely on software and hardware that is highly technical, and any errors, bugs, or vulnerabilities in these systems, or failures to address or mitigate technical limitations in zSpace's systems, could adversely affect its business. zSpace's current planned or expected future acquisitons may not sucessfully materialize or close, which would adversely IzSpace's business, financial condition and operating results zSpace X edtechx holdings 39#40Risk Factors (Cont.) Risks Related to Financial and Accounting Matters zSpace's operating results may fluctuate significantly, which makes its future results difficult to predict. Certain of zSpace's market opportunity estimates, growth forecasts and key metrics could prove to be inaccurate, and any real or perceived inaccuracies may harm its reputation and negatively affect its business. zSpace has a history of net losses and may experience net losses in the future and zSpace cannot assure you that it will achieve or sustain profitability. If zSpace cannot achieve or sustain profitability, its business, financial condition, and operating results will be adversely affected. ● ● ● ● ● ● ● Risks Related to Legal and Regulatory Matters zSpace may be liable as a results of content or information that is published or made available on its platform. zSpace's customers are highly regulated and subject to a number of challenges and risks. zSpace's failure to comply with laws and regulations applicable to it as a technology provider for Higher Education and K-12 could adversely affect its business and results of operations, increase costs and impose constraints on the way zSpace conducts its business. zSpace could be involved in legal disputes that are expensive and time consuming, and, if resolved adversely, could harm its business, operating results, and financial condition. zSpace's ability to use its U.S. federal and state net operating losses to offset future taxable income may be subject to certain limitations which could subject zSpace's business to higher tax liability. ● zSpace's financial results may be adverse affected by changes in accounting principles generally accepted in the United States and its financial estimates may be different than its financial results. [If currency exchange rates fluctuate substantially in the future, zSpace's operating results, which are reported in U.S. dollars, could be adversely affected. ● zSpace may have exposure to greater-than-expected tax liabilities, which could seriously harm its business. Taxing authorities in the U.S. and in foreign jurisdictions may successfully assert that zSpace should have collected or in the future should collect sales and use, gross receipts, value-added or similar taxes and may successfully impose additional obligations on zSpace, and any such assessments or obligations could adversely affect zSpace's business, operating results, and financial condition. The interpretation and application of recent U.S. tax legislation or other changes in U.S. or non-U.S. taxation of zSpace's operations could harm its business, operating results, and financial condition. Risks Related to Intellectual Property Failure to protect and enforce zSpace's proprietary technology and intellectual property rights could substantially harm its business, operating results. and financial condition. The obligations associated with operating as a public company following the Business Combination will require significant resources and management attention and will cause zSpace to incur additional expenses, which will adversely affect its profitability. Failure to maintain effective systems of internal control and disclosure controls could have a material adverse effect on zSpace's business, operating results, and financial condition. zSpace's use of "open source" software could subject it to possible litigation or could prevent it from offering products that include open source software or require it to obtain licenses on unfavorable terms. Risks Related to Ownership of zSpace's Common Stock zSpace does not intend to pay dividends for the foreseeable future, and as a result, your ability to achieve a return on your investment will depend on appreciation in the price of zSpace's common stock. zSpace X edtechx holdings 40#41Risk Factors (Cont.) Risks Related to the Business Combination Public stockholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a "group," will be restricted from seeking redemption rights with respect to more than 15% of the public shares. ● ● ● ● ● EdtechX's sponsors and officers and directors own Class A common stock and warrants that will be worthless and have incurred reimbursable expenses that may not be reimbursed or repaid if the Business Combination is not approved and that may entitle them to a greater return on their initial investment than other public stockholders or holders of warrants if the Business Combination is approved. Such interests may have influenced their decision to approve the Business Combination with zSpace. The Sponsors and the directors and officers of EdtechX stand to make a substantial profit even if the combined company subsequently declines in value or the Business Combination is unprofitable for the public stockholders, and the directors and officers of EdtechX had more of an economic incentive for EdtechX to enter into, and have more of an economic incentive for EdtechX to complete, the Business Combination. Certain of the Sponsors, which are ultimately controlled by certain officers and directors of EdtechX, are liable under certain circumstances to ensure that proceeds of the trust are not reduced by vendor claims in the event the Business Combination is not consummated. Such liability may have influenced the decision of EdtechX's officers and directors to approve the Business Combination with zSpace. The exercise of EdtechX's directors' and officers' discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in the best interests of EdtechX's stockholders. If (i) EdtechX's stockholders do not approve the proposal to proposal to amend Edtech's amended and restated certificate of incorporation, as amended to extend the date by which the Company has to consummate a business combination from June 15, 2022 to December 15, 2022 or (ii) if such proposal is approved, but EdtechX is unable to complete the Business Combination with zSpace or another business combination by December 15, 2022 (or such later date as may be approved by EdtechX's stockholders), EdtechX will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against EdtechX and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders could be less than $10.15 per share. EdtechX's board of directors did not obtain a fairness opinion in determining whether or not to proceed with the Business Combination and, as a result, the terms may not be fair from a financial point of view to the public stockholders. EdtechX's stockholders may be held liable for claims by third parties against EdtechX to the extent of distributions received by them. Activities taken by existing EdtechX stockholders to increase the likelihood of approval of the business combination proposal and the other proposals could have a depressive effect on EdtechX's shares. If EdtechX is deemed to be an investment company under the Investment Company Act, it may be required to institute burdensome compliance requirements and its activities may be restricted, which may make it difficult for it to complete the Business Combination. zSpace X edtechx holdings 41