Merger EDTX

zSpace to become publicly traded through a merger with EdtechX Holdings Acquisition Corp. II

, SPAC research

zSpace, Inc.  and EdtechX Holdings Acquisition Corp. II  announced that the two companies have entered into a definitive merger agreement that would result in zSpace becoming publicly traded. 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 under the new ticker symbol “ZSPX.”

zSpace is a leading evidence-based augmented/virtual reality (AR/VR) platform providing innovative hands-on, experiential learning to improve achievement in science, math, and career and technical education credentialing. Over U.S. 2,400 school customers, technical centers, community colleges, and universities use zSpace to provide equitable access to instruction for millions of learners preparing for success in college and careers. A privately held, venture-backed company located in San Jose, California, it has more than 70 patents. zSpace was named "Cool Vendor" by Gartner, Inc., "Best in Show at ISTE" by Tech & Learning Magazine for three consecutive years and ranked two years in a row on the Inc. 500 list of fastest-growing companies.

The combined company will have an estimated post-transaction enterprise value of $195 million, assuming no redemptions by EdtechX II public stockholders. As a result of the transaction, the holders of the Company’s securities will receive 13.1 million shares of common stock of the combined entity. 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”)

Two of the Company’s key existing securityholders, bSpace Investments Limited (“bSpace”) and Kuwait Investment Authority, will enter into separate subscription agreements to purchase an aggregate of $25 million of shares of common stock of EdtechX II at $10.15 per share, in exchange for the retirement of an equal amount of indebtedness owed by the Company to bSpace and Kuwait Investment Authority, and the PIPE will occur concurrently with the proposed business combination.

Fenwick & West LLP is acting as zSpace’s legal counsel. Gateway Group is acting as investor relations advisor to zSpace. Graubard Miller is acting as EdtechX II’s legal counsel.

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