zSpace SPAC

Transaction 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

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