zSpace, Inc. entered into a definitive merger agreement to acquire EdtechX Holdings Acquisition Corp. II (NasdaqCM:EDTX) from MIHI LLC, IBIS Capital Sponsor II LLC, IBIS Capital Sponsor II EdtechX LLC, A1 CAPITAL ADVISORY ASIA LIMITED, Basso Capital Management, L.P., Karpus Management Inc, Shaolin Capital Management LLC, Hudson Bay Capital Management LP, Sculptor Capital LP, Citadel Advisors LLC, Saba Capital Management, L.P. and others for approximately $130 million in a reverse merger transaction on May 16, 2022. As a result of the transaction, the holders of the zSpace's securities will receive 13.1 million shares of common stock of the combined entity. Pursuant to the Merger Agreement, the parties will enter into a business combination transaction by which (i) Merger Sub I will merge with and into zSpace, with zSpace being the surviving entity of the merger, and, after giving effect to such merger, continuing as a wholly owned subsidiary of the Company (the “ First Merger ”). Additionally, proceeds from the transaction, before the payment of certain transaction expenses, will comprise up to $117 million of cash held in EdtechX II's trust account before redemptions and $25 million in exchange for the retirement of an equal amount of existing Company debt from a fully committed private placement (the “PIPE”). As part of the aggregate consideration payable to the zSpace's securityholders pursuant to the merger agreement, holders of certain of the zSpace securities will also have the right to receive their pro rata portion of (a) up to an aggregate of 3,694,581 shares of common stock in three equal tranches if certain conditions are met prior to the fifth anniversary of the closing date of the proposed business combination (the “Earnout Shares”) and (b) new warrants exercisable for up to an aggregate of 1,000,000 shares of common stock. Following the anticipated closing of the proposed business combination, the combined company is expected to be named zSpace Technologies, Inc. and listed on the Nasdaq Stock Market (“Nasdaq”) under the new ticker symbol “ZSPX.” zSpace's management, employees, and shareholders will roll 100% of their existing zSpace equity holdings into the combined company and are expected to own approximately 42% on a non-fully diluted basis immediately following the closing of the proposed business combination, assuming no redemptions by EdtechX II's public stockholders in connection with the extension vote and the business combination vote. EdtechX II's sponsor team and zSpace's current shareholders have also agreed to a lock-up provision of up to 18 months following the closing of the proposed business combination, subject to earlier releases at the 6-month and 12-month anniversaries of the closing date of the proposed business combination.

The transaction will require satisfaction of a minimum cash condition—which is equal to $24 million in net proceeds after the repayment of primary debt and transaction costs. The transaction is subject to the extension of EdtechX II's liquidation date to December 15, 2022, regulatory, stockholder approval of both companies, EdtechX II having at least $5,000,001 of net tangible assets remaining immediately prior to or upon consummation of the Merger, listing on Nasdaq Stock Market LLC, the Registration Statement, certain outstanding loans and securities shall be converted into Company Stock immediately prior to the consummation of the Merger, all applicable waiting periods under the HSR Act with respect to the First Merger shall have expired or been terminated and the satisfaction of other customary closing conditions. EdtechX II and zSpace's respective boards of directors have unanimously approved the transaction. The transaction is expected to close in the fourth quarter of 2022. As of November 1, 2022, Company's amended and restated certificate of incorporation, as amended (the “charter”) to extend the date by which the Company has to consummate a business combination (the “Extension”) from December 15, 2022 to June 15, 2023 (the “Extended Date”). The net proceeds from the transaction will be used as working capital to support the zSpace's organic growth and acquisition expansion plans, as well as the elimination of certain existing primary debt. Lara Foster, David Michaels, Jonathan Millard, Marshall Mort, Michael Pilo, Kee Kim and Will Skinner of Fenwick & West LLP acted as legal advisors to zSpace. David Alan Miller and Jeffrey M. Gallant of Graubard Miller acted as legal advisors to EdtechX II. Karen Smith of Advantage Proxy, Inc. acted as information agent to EdtechX Holdings and received a fee of $5,500. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to EdtechX Holdings Acquisition.