zSpace SPAC

Risk 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

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