zSpace SPAC
Illustrative 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%
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