zSpace Inc美股招股说明书(2025-04-25版)

ZSPACE, INC. Up to 7,899,048 Shares of Common Stock for Resale Thisprospectusrelatestotheofferingandresaleby3i, LP(“3i”orthe“sellingstockholder”) of up to 7,899,048 shares of common stock, par value $0.00001 per share, ofzSpace, Inc., that we may issue to 3i upon the conversion of a senior secured convertiblepromissory note. We are not selling any securities under this prospectus and we will not receive proceedsfrom the sale of the shares of our common stock by the selling stockholder. We will pay the expenses of registering the shares of common stock offered by thisprospectus, but all selling and other expenses incurred by the selling stockholder will be paidby the selling stockholder. The selling stockholder may sell our shares of common stockoffered by this prospectus from time to time on terms to be determined at the time of salethroughordinarybrokeragetransactionsorthroughanyothermeansdescribedinthisprospectus under “Plan of Distribution.” The prices at which the selling stockholder may sellshareswillbedeterminedbytheprevailingmarketpriceforourcommonstockorinnegotiated transactions. Our common stock is listed on The Nasdaq Global Market®(“Nasdaq”) under the symbol“ZSPC.” The last reported closing price for our common stock on Nasdaq on April 17, 2025was $8.70 per share. We are an emerging growth company and a smaller reporting company under the U.S.federal securities laws and, as such, have elected to comply with certain reduced publiccompanyreportingrequirements.See“ProspectusSummary—ImplicationsofBeinganEmerging Growth Company and a Smaller Reporting Company.” dSpace Investments Limited, bSpace Investments Limited and Fiza Investments Limited,our controlling stockholders, control a majority of the voting power of our common stock. Asa result, we are a “controlled company” under the listing standards of Nasdaq and the rules ofthe Securities and Exchange Commission (“SEC”), and, to the extent that we decide to rely onthe “controlled company” exemption, we will be exempt from certain corporate governancerequirements. See “Management—Controlled Company Exemption.” Investing in our common stock involves a high degree of risk. Please read the section titled“Risk Factors” beginning on page 13 of this prospectus for a discussion of some of the risks youshould consider before investing. Neither the Securities and Exchange Commission nor any other regulatory body hasapproved or disapproved of these securities or passed upon the accuracy or adequacy of thisprospectus. Any representation to the contrary is a criminal offense. TABLE OF CONTENTS You should rely only on the information contained in this prospectus, including thedocuments incorporated by reference herein, and in any free writing prospectus that we haveauthorized for use in connection with this offering. You should also read and consider theinformation in the documents to which we have referred you in the sections entitled “WhereYouCanFindMoreInformation”and“InformationIncorporatedbyReference”inthisprospectus. Neither we nor the selling stockholder described herein (the “selling stockholder”) have authorized any other person to provide you with additional or different information. Ifanyone provides you with different or inconsistent information, you should not rely on it. We,and the selling stockholder take no responsibility for, and can provide no assurance as to thereliability of, any other information that others may give you. Neither we nor the sellingstockholder are making an offer to sell these securities in any jurisdiction where an offer orsaleisnotpermitted.Youshouldassumethattheinformationinthisprospectusorincorporated by reference herein is accurate only as of the respective dates thereof, regardlessof the time of delivery of this prospectus or any sale of our common stock. Our business,financial condition, results of operations and prospects may have changed since such date. Tothe extent there is a conflict between the information contained in this prospectus, on the onehand, and the information contained in any document incorporated by reference into thisprospectus that was filed with the SEC before the date of this prospectus, on the other hand,you should rely on the information in this prospectus. If any statement in one of thesedocuments is inconsistent with a statement in another document having a later date—forexample, a document incorporated by reference into this prospectus—the statement in thedocument having the later date modifies or supersedes the earlier statement. For investors outside of the United States: Neither we nor the selling stockholder havedone anything that would permit this offering or possession or distribution of this prospectusin any jurisdiction where action for that purpose is required, other than in the United States.Persons outside of the United States who come into possession of this prospectus must informthemselves about, and observe any restrictions relating to, the offering of the shares of