Exhibit 99.3

edX Inc.

Unaudited Financial Statements

For the three months ended

September 30, 2021

	Page(s)
Financial Statements
Unaudited Statement of Financial Position		2
Unaudited Statement of Revenue, Expenses and Other Changes in Net Assets without Donor Restrictions		3
Unaudited Statement of Changes in Net Assets		4
Unaudited Statement of Cash Flows		5
Notes to Unaudited Financial Statements		6–15

edX Inc.

Unaudited Statement of Financial Position

September 30, 2021

	September 30, 2021
Assets
Current Assets:
Cash and cash equivalents	$	14,957,616
Accounts receivable, net		7,018,321
Prepaid expenses		4,446,387
Due from related party		1,114,402
Other current assets		812,278
Total current assets		28,349,004
Non-Current Assets:
Property and equipment, net		550,881
Intangible assets, net		6,608,411
Other prepaid expenses		34,642
Right-of-use asset		2,865,560
Total non-current assets		10,059,494
Total assets	$	38,408,498
Liabilities
Current Liabilities:
Accounts payable	$	2,020,268
Accrued expenses		19,584,646
Deferred revenue and unearned revenue share		45,502,527
Lease liability-short-term		3,527,297
Total current liabilities		70,634,738
Non-Current Liabilities:
Loan Payable to MIT		20,365,949
Loan Payable to Harvard		15,373,454
Deferred revenue and unearned revenue share- long-term		475,313
Total non-current liabilities		36,214,716
Total liabilities		106,849,454
Net Assets
Net assets without donor restrictions:
Contributions from Founders		80,000,000
Accumulated other changes in net assets		(148,740,956	)
Total net assets without donor restrictions		(68,740,956	)
Net assets with donor restrictions		300,000
Total net assets		(68,440,956	)
Total liabilities and net assets	$	38,408,498

The accompanying notes are an integral part of these financial statements.

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edX Inc.

Unaudited Statement of Revenue, Expenses and Other Changes in Net Assets without Donor Restrictions

For the three months ended September 30, 2021

	September 30, 2021
Revenue
Service revenue	$	10,850,567
Operating expenses
Program related		16,070,365
General and administrative		4,004,464
Fundraising		175,507
Total operating expenses		20,250,336
Other operating income
Other income		(122,089	)
Reclassifications from with donor restrictions		221,789
Total other operating income		99,700
Loss from operations		(9,300,069	)
Non-operating activities
Other expenses		1,018,494
Total non-operating activities		1,018,494
Total change in net assets without donor restrictions	$	(10,318,563	)

The accompanying notes are an integral part of these financial statements.

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edX Inc.

Unaudited Statement of Changes in Net Assets

For the three months ended September 30, 2021

	September 30, 2021
Total change in net assets without donor restrictions	$	(10,318,563	)
Change in net assets with donor restrictions
Net assets released to without donor restrictions		(221,789	)
Total change in net assets with donor restrictions		(221,789	)
Total change in net assets		(10,540,352	)
Net assets, beginning of period		(57,900,604	)
Net assets, end of period	$	(68,440,956	)

The accompanying notes are an integral part of these financial statements.

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edX Inc.

Unaudited Statement of Cash Flows

For the three months ended September 30, 2021

	September 30, 2021
Cash flows from operating activities:
Total change in net assets	$	(10,540,352	)
Depreciation and amortization		629,941
Right-of-use asset amortization		758,952
Interest accrual on line of credit		214,465
Allowance for doubtful accounts		(234,848	)
Changes in operating assets and liabilities
Other Assets		106,178
Accounts receivable		1,369,035
Prepaid expenses		(170,899	)
Accounts payable		(938,428	)
Accrued expenses		(3,643,487	)
Deferred revenue and unearned revenue share		(889,092	)
Lease liability		(916,447	)
Net cash used in operating activities		(14,254,982	)
Investing Activities
Purchases of property and equipment		(89,912	)
Capitalized software		(891,504	)
Net cash used in investing activities		(981,416	)
Financing Activities
Proceeds from line of credit		15,000,000
Net cash provided by financing activities		15,000,000
Change in cash, cash equivalents, and restricted cash		(236,398	)
Cash, cash equivalents, and restricted cash
Beginning of period		15,194,014
End of period	$	14,957,616

The accompanying notes are an integral part of these financial statements.

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edX Inc.

Notes to Unaudited Financial Statements

For the three months ended September 30, 2021

1. Corporate Organization and Purpose

edX Inc. (the “Company”) was incorporated in August 2012 as a not-for-profit organization created by Harvard University (“Harvard”) and Massachusetts Institute of Technology (“MIT”) (the “Founders”). The mission of edX Inc. is to expand access to high-quality education for everyone, everywhere while enhancing teaching and learning on campus and online and advancing teaching and learning through research.

On June 28, 2021, the Company entered into a definitive agreement with 2U, Inc. This agreement details the sale of the membership interests of Circuit Sub LLC to 2U, Inc. for approximately $773 million. Circuit Sub LLC is a wholly owned subsidiary of edX Inc. and was created on June 25, 2021, for the sole purpose of this sale and holds substantially all of the assets of edX, including the brand, website, and marketplace. On November 16, 2021, Circuit Sub LLC was acquired by 2U, Inc.

2. Summary of Significant Accounting Policies

Basis of Presentation

The financial statements of the Company have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for not-for-profit entities (Topic 958). In the opinion of the Company, the accompanying unaudited condensed financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2021, and its results of operations, changes in net assets, and cash flows for the three months ended September 30, 2021.

Net Asset Classifications

For the purpose of financial reporting, the Company classifies resources into two net asset categories pursuant to any donor-imposed restrictions and applicable law. Accordingly, the net assets of the Company are classified in the accompanying financial statements in the categories that follow:

Net Assets without donor restrictions include all assets not restricted by donor-imposed stipulations. Although they may be designated into subcategories of funds by the Board of Directors of the Company, all net assets without restrictions in these sub-categories are legally unrestricted. Gifts with donor restrictions in which the restrictions are met within the same year are reported as other income.

Net Assets with donor restrictions include gifts and pledges but for which restrictions have not yet been met. Such restrictions include purpose restrictions where donors have specified the purpose for which the net assets are to be spent, or time restrictions imposed by the donors or implied by the nature of the gift (capital projects, pledges to be paid in the future). This category includes endowed gifts and pledges and only the income is to be made available for program operations in accordance with the donor restrictions. As of September 30, 2021, edX has no pledges or gifts restricted in perpetuity.

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edX Inc.

Notes to Unaudited Financial Statements

For the three months ended September 30, 2021

Net Operating Activities

Revenues from contracts with customers, expenses incurred, and other operating income (which primarily includes contributions without donor restrictions and reclassifications of contributions with donor restrictions) are the components of the “Loss from operations” in the Statements of Revenue, Expenses and Other Changes in Net Assets without Donor Restrictions. Excluded from these amounts are transaction-related expenses, contributions with donor restrictions and interest expense.

Income Taxes

For income tax purposes the Company is designated as a not for profit under Section 501(c)(3) of the Internal Revenue Code. The Company complies with authoritative guidance and accounting for and disclosure of uncertainty in tax positions.

Cash and Cash Equivalents

Cash and cash equivalents include short-term, highly liquid investments with a maturity of three months or less at the time of purchase. As of September 30, 2021, there were no restricted cash balances.

Accounts Receivable

The Company reviews accounts receivable on a periodic basis to determine if any receivables will potentially be uncollectible based on an analysis of specific customer accounts, payment experience and current economic factors. The Company reserves for receivables that are determined to be uncollectible, if any, in its allowance for doubtful accounts. After the Company has exhausted all collection efforts, the outstanding receivable is written off against the allowance.

Property and Equipment

Equipment and improvements are stated at cost. Expenditures for repairs and maintenance are charged to expense as incurred. Costs of major additions and betterments are capitalized and depreciated on a straight-line basis over their useful lives. On disposal, the related assets and accumulated depreciation are eliminated from the accounts and any resulting gain or loss is included in other operating expenses.

Leases

The Company determines if a contract is a leasing arrangement at inception. As of September 30, 2021, the Company’s existing real estate leases were determined to be operating leases. The Company has not entered into any finance leases.

The Company records right-of-use assets and corresponding lease liabilities on the balance sheet. Right-of-use assets represent the right to control the use of an identified asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company applies the practical expedient to use the risk-free rate in determining the present value of its lease payments.

The Company recognizes operating lease expense for operating leases on a straight-line basis over the lease term within the Statement of Revenue, Expenses and Other Changes in Net Assets without Donor Restrictions.

Recognition of Gifts, Grants and Pledges

Contributions, including unconditional promises to give, are recognized as revenues in the period received in the appropriate net asset category according to donor-imposed stipulations. Unconditional promises to give that are expected to be collected in future years are recorded at the

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edX Inc.

Notes to Unaudited Financial Statements

For the three months ended September 30, 2021

present value of estimated future cash flows, net of an applicable reserve for collectability. Conditional promises to give, including grants, are not recognized until they become unconditional, that is, when the conditions on which they depend are substantially met.

Recognition of Revenue from Customers

The primary goal of edX is to provide a comprehensive platform technology and technology-enabled services that supports course content provided by enterprise or university clients. The Company derives its revenues primarily from contractual arrangements with its enterprise or university clients which include an upfront amount (membership fees) and a contractually specified percentage of the amounts the enterprise or university clients earn from students (certificate and tuition).

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. Variable consideration is included in the transaction price if, in the Company’s judgment, it is not probable that a significant future reversal of cumulative revenue under the contract will occur. Any estimates, including the effect of the constraint on variable consideration, are evaluated at each reporting period, and if necessary, the Company adjusts its estimate of the overall transaction price. Revenue is then recognized over the remaining estimated period of performance using the cumulative catch-up method.

The Company’s contracts with university and enterprise clients typically have terms of one to three years with options for renewals and have a single performance obligation, as the promises to provide a platform and services that university clients need to attract, enroll, educate, and support students are not distinct within the context of the contracts. The single hosting performance obligation is delivered as the university clients receive and consume benefits, which occurs ratably over a series of academic terms.

Upfront membership fees are recognized over the duration of the contract. Certificate revenue, where entitlements are sold to individual learners, is recognized ratably over the period of performance, which is generally the term of the course. Certificate revenue for courses is designated either as “self-paced” (or learner paced) or instructor led. The amounts recognized over the term of the arrangement are variable in nature in that they are dependent upon the number of students that are enrolled in the program within each academic term. These amounts are allocated to and are recognized ratably over the related academic term. For self-paced courses, the academic term is estimated based on historical learner utilization of the courses.

The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether the Company is acting as the principal or an agent in the transaction. In determining whether the Company acts as the principal or an agent, the Company follows the accounting guidance for principal-agent considerations.

An entity determines whether it is a principal or an agent for each distinct good or service (or a distinct bundle of goods or services) to be provided to the customer. The Company contracts with universities that are responsible for creating the content on the edX site. The Company is responsible for providing the hosting of the site, as well as other support services. The Company does not take general inventory risk with respect to the content delivery, and edX has no responsibilities for setting prices for course content to be delivered to the student learner. As such, the Company has determined that it is considered an agent and recognizes revenue on a net basis.

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edX Inc.

Notes to Unaudited Financial Statements

For the three months ended September 30, 2021

For tuition revenue, the Company provides hosting services for certain partner universities to use the Company’s learning management system platform as part of one or more of the university’s normal degree programs for students on campus, for which the university remits a contractual revenue share amount to edX based on total enrollments. These amounts are recognized ratably over the related academic term.

The edX portfolio consists of approximately 1,000 active contracts with universities and enterprises.

The following table presents our revenue disaggregated by several categories.

	September 30, 2021
Performance obligations satisfied at a point-in-time	$	62,917
Performance obligations satisfied at over time:
Certificate		7,352,511
Membership		1,327,799
Tuition		1,780,446
Other		326,894
Total revenue	$	10,850,567

Amounts reported as accounts receivable represent contract assets consisting of both unbilled revenue and accounts receivable. As of September 30, 2021, contract assets were as follows:

	September 30, 2021
Unbilled revenue	$	63,842
Invoiced accounts receivable, net		6,954,479
Total contract assets	$	7,018,321

Deferred revenue represents the excess of amounts billed or received as compared to amounts recognized in revenue on the Statements of Revenue, Expenses and Other Changes in Net Assets without Donor Restrictions as of the end of the reporting period. These payments are recorded as deferred revenue until the services are delivered or until the Company’s obligations are otherwise met, at which time revenue is recognized. Unearned revenue share represents the excess of amounts billed or received as compared to amounts accrued for or remitted to our university or enterprise customers. The Company expects $21,439,100, $291,979 and $100,000 to be recognized as revenue in the twelve months ended September 30, 2022, 2023, 2024, respectively, and $83,334 thereafter. The Company expects $24,063,427 of revenue share to be paid to university and enterprise partners in the twelve months ended September 30, 2022.

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edX Inc.

Notes to Unaudited Financial Statements

For the three months ended September 30, 2021

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk primarily consist of cash and cash equivalents and accounts receivable. Cash and cash equivalent balances are maintained with accredited financial institutions. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company does not require collateral to support customer receivables but does engage in collection efforts for past due receivables.

3. Accounts Receivable

The Company’s accounts receivable of $7,018,321 is net of reserves for doubtful accounts of $867,952 as of September 30, 2021.

4. Property and Equipment

Property and equipment on September 30, 2021 consisted of the following:

			September 30, 2021
	Useful Lives		Original Cost		Accumulated Depreciation			Property and Equipment, net
Equipment		3 years	$	1,483,935	$	(1,143,487	)	$	340,448
Leasehold improvements and Construction		7 years		1,645,409		(1,437,742	)		207,667
Furniture and Fixtures		5 years		686,807		(684,041	)		2,766
			$	3,816,151	$	(3,265,270	)	$	550,881

Depreciation expense for property and equipment for the three months ended September 30, 2021 was $107,711.

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edX Inc.

Notes to Unaudited Financial Statements

For the three months ended September 30, 2021

5. Accrued Liabilities

Accrued liabilities as of September 30, 2021 consisted of the following:

	September 30, 2021
Compensation related	$	3,702,545
Accrued accounts payable		1,921,458
Accrued non-income taxes		7,148,695
Accrued revenue share		6,811,949
Total accrued liabilities	$	19,584,647

6. Functional Classification of Expenses

The costs of program related, general and administrative, and fundraising expenses have been summarized on the Statements of Revenue, Expenses and Other Changes in Net Assets without Donor Restrictions. Financial accounting standards require that all supporting costs be allocated between the Company’s program service, management and general, and fundraising operations. The supporting costs allocated include depreciation and amortization of capitalized research and development costs, benefits administration, software and office supplies, lead generation and IT services.

The natural classification detail of expenses by function for the three months ended September 30, 2021 were as follows:

	Three months ended September 30, 2021
	Program Related		General and Administrative		Fundraising		Total
Salaries and benefits	$	9,584,629	$	1,189,279	$	170,050	$	10,943,958
Depreciation and amortization		556,049		73,892		—		629,941
Other operating expenses		5,929,687		2,741,293		5,457		8,676,437
Total operating expenses	$	16,070,365	$	4,004,464	$	175,507	$	20,250,336
Interest expense	$	—	$	214,465	$	—	$	214,465
Other non-operating expenses		—		804,029		—		804,029
Total non-operating expenses	$	—	$	1,018,494	$	—	$	1,018,494

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edX Inc.

Notes to Unaudited Financial Statements

For the three months ended September 30, 2021

7. Leases

The Company leases a facility under non-cancelable operating lease in Boston, MA. In January 2017, the Company entered into a new five-year agreement starting on July 31, 2017 to expand its current office space, and also extended the term of its existing lease by two years. The lease term for the original lease began on May 17, 2013 and is extended to September 30, 2022 and includes an option to extend the leases for up to five years. The option to extend the terms of the Company’s operating lease was not deemed to be reasonably certain of exercise as of lease commencement and are therefore not included in the determination of the respective non-cancelable lease terms. The future lease payments due under the non-cancelable operating lease arrangement contains fixed rent increases over the term of the lease. Rent expense was calculated on a straight-line basis over the term of the lease. Lease payments were $931,451 for the three months ended September 30, 2021.

Operating lease right-of-use assets and lease liabilities as of September 30, 2021 were as follows:

	September 30, 2021
Asset
Right-of-use asset - operating lease	$	2,865,560
Liabilities
Operating lease liability	$	(3,527,297	)
Current		(3,527,297	)
Non-current		—
Other:
Amortization of right-of-use asset	$	758,951
Weighted-average remaining lease term - operating leases (months)		11.2
Weighted-average discount rate - operating leases		1.45	%

The aggregate future lease payments below summarize the remaining future undiscounted cash flows for operating leases as of September 30, 2021:

	Operating Leases
2022		2,822,137
2023		731,665
2024		—
Thereafter		—
Total lease payments		3,553,802
Less Imputed Interest		(26,505	)
Present value of lease liabilities	$	3,527,297

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edX Inc.

Notes to Unaudited Financial Statements

For the three months ended September 30, 2021

Future minimum rental payments to be received by the Company for office space subleased as of September 30, 2021 is as follows:

	Sublease Income
2022		68,730
2023		—
2024		—
Thereafter		—
Total sublease income	$	68,730

Rental income was $101,790 for the three months ended September 30, 2021 and is included in other income within the Statement of Revenue, Expenses and Other Changes in Net Assets without Donor Restrictions.

8. Related Parties

Harvard and MIT are equal members in the Company and each institution committed, near the time of the formation of the Company, to contribute funds, as needed and determined by the Company and the Board of Directors. As of September 30, 2021, Harvard and MIT have each contributed $40 million. This funding was used to fund the day-to-day operations of the Company.

On July 31, 2020, the Company entered into Line of Credit agreement with Harvard and MIT whereby each institution has provided $15 million of credit ($30 million in total) that the Company may draw upon over the next three years. This instrument has a maturity date of September 30, 2031 and a 3% annualized interest rate. As of September 30, 2021, the Company had drawn the total $30 million on the line of credit as well as entered into a new line of credit for an increased borrowing capacity of $10 million. Of the new line of credit, $5 million was drawn down as of September 30, 2021 and the remaining $5 million was subsequently drawn down in October 2021. On November 16, 2021, the Company’s entire outstanding balance under the Line of Credit agreement was settled in connection with the completion of the acquisition of Circuit Sub LLC.

Interest expense under the agreement for the three months ended September 30, 2021 was $214,465.

In July 2012, the Company entered into a service agreement with MIT where MIT will perform certain accounting and transaction processing functions, primarily payroll processing and IT services. Transactions processed on the Company’s behalf are payable to MIT and included in the Due to related party line item on the Statement of Financial Position. Expenses under this service agreement for the for three months ended September 30, 2021 were $146,055. Transactions processed on MIT’s behalf related to accounts receivable and certain operating expenses are payable to edX and included in the Due from related party asset on the Statement of Financial Position.

All Company employees are employees of MIT and governed under a Human Resources Employment Secondment Agreement (dated November 1, 2012) and are fully covered under MIT’s

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edX Inc.

Notes to Unaudited Financial Statements

For the three months ended September 30, 2021

benefit plans. The details of such benefit plans are contained in the consolidated financial statements of MIT. All direct costs associated with the Human Resources Employment Secondment Agreement as well as a standard benefits rate of 26.6 percent are reimbursed to MIT. This arrangement with MIT ended on December 31, 2020 as all MIT employees were transitioned to edX as employees.

9. Commitments and Contingencies

The Company has evaluated the taxability of our products and services in foreign and state jurisdictions. The Company had concluded that it was not probable that it was liable for taxes and had not recorded an associated tax liability as it was unclear if the type of courses hosted by edX were eligible for VAT or other types of taxes. In February 2021, a tax authority in a foreign jurisdiction provided information that the Company was subject to its tax regime. As of September 30, 2021, the Company recorded total tax liabilities of $7,148,695 within accrued expenses for this and other foreign jurisdictions.

10. Liquidity and Availability of Net Assets

The Company’s working capital and cash flows have seasonal variations during the year primarily attributable to monthly cash receipts for course entitlement, quarterly payments to partner universities (i.e., revenue share), and financing from its founding partners. Entitlements to course content are paid prior to access to the content and revenue share is paid quarterly in arrears of enrollment. To date the Company has been able to structure its financial assets to be available for general expenditures, liabilities, and other obligations as they’ve come due. The Company, as part of its annual budget process, projects cash flow to plan for anticipated operating capital needs. Currently the Company has a line of credit agreement with Harvard and MIT. See Note 8 for further details. The Company’s financial assets available within one year as of September 30, 2021 are as follows:

	September 30, 2021
Cash and cash equivalents	$	14,957,616
Accounts receivable, net		7,018,321
Due from related party		1,114,402
Total financial assets available within one year	$	23,090,339

11. Capitalized Software Development and Research Costs

Software development and research costs are generally expensed as incurred, and primarily include salaries, fees to consultants, and other related costs. The Company capitalizes certain direct costs to develop significant functionality. The costs incurred in the preliminary stages of development and post-implementation/operating stage are expensed as incurred. Costs incurred for the activities

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edX Inc.

Notes to Unaudited Financial Statements

For the three months ended September 30, 2021

during the application stage are capitalized. Capitalized costs are amortized over the estimated three-year useful life and are included in intangible assets.

	September 30, 2021
Gross capitalized software costs	$	9,415,433
Less: accumulated amortization		(2,807,022	)
Total capitalized software costs, net	$	6,608,411
Weighted average useful life (years)		2.02

Amortization expense for the three months ended September 30, 2021 was $522,230.

12. Subsequent Events

The Company has evaluated subsequent events through January 26, 2022, the date of financial statement issuance.

Other than the acquisition of Circuit Sub LLC by 2U, Inc. on November 16, 2021 as described in Note 1, and the related settlement of the Line of Credit agreement as described in Note 8, the Company has concluded that there were no additional subsequent events that require adjustment to the financial statements or disclosure.

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