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 This prospectus relates to the offering and resale by 3i,LP (“3i” or the “selling stockholder”) of up to7,899,048 shares of common stock, par value $0.00001 per share, of zSpace,Inc., that we may issue to3iupon the conversion of a senior secured convertible promissory note. We are not selling any securities under this prospectus and we will not receive proceeds from the saleof the shares of our common stock by the selling stockholder. We will pay the expenses of registering the shares of common stock offered by this prospectus, but allselling and other expenses incurred by the selling stockholder will be paid by the selling stockholder. Theselling stockholder may sell our shares of common stock offered by this prospectus from time to time onterms to be determined at the time of sale through ordinary brokerage transactions or through any othermeans described in this prospectus under “Plan of Distribution.” The prices at which the selling stockholdermay sell shares will be determined by the prevailing market price for our common stock or in negotiatedtransactions. Our common stock is listed on The Nasdaq Global Market(“Nasdaq”) under the symbol “ZSPC.” Thelast reported closing price for our common stock on Nasdaq on April17, 2025 was $8.70 per share.® We are an emerging growth company and a smaller reporting company under the U.S. federal securitieslaws and, as such, have elected to comply with certain reduced public company reporting requirements. See“Prospectus Summary — Implications of Being an Emerging Growth Company and a Smaller ReportingCompany.” dSpaceInvestments Limited,bSpace Investments Limited and Fiza Investments Limited,ourcontrolling stockholders, control a majority of the voting power of our common stock. As a result, we are a“controlled company” under the listing standards of Nasdaq and the rules of the Securities and ExchangeCommission (“SEC”), and, to the extent that we decide to rely on the “controlled company” exemption, wewill be exempt from certain corporate governance requirements. See “Management — Controlled CompanyExemption.” Investing in our common stock involves a high degree of risk. Please read the section titled “Risk Factors”beginning on page13of this prospectus for a discussion of some of the risks you should consider beforeinvesting. Neither the Securities and Exchange Commission nor any other regulatory body has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representationto the contrary is a criminal offense. Prospectus dated April 24, 2025 TABLE OF CONTENTS PROSPECTUS SUMMARY1RISK FACTORS13CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS44THE 3i TRANSACTION45USE OF PROCEEDS47PLAN OF DISTRIBUTION48DIVIDEND POLICY50MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS51BUSINESS72MANAGEMENT82CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS97PRINCIPAL STOCKHOLDERS100SELLING STOCKHOLDER102DESCRIPTION OF CAPITAL STOCK104SHARES ELIGIBLE FOR FUTURE RESALE109LEGAL MATTERS111EXPERTS111WHERE YOU CAN FIND MORE INFORMATION111INFORMATION INCORPORATED BY REFERENCE111 You should rely only on the information contained in this prospectus, including the documentsincorporated by reference herein, and in any free writing prospectus that we have authorized for use inconnection with this offering. You should also read and consider the information in the documents to whichwe have referred you in the sections entitled “Where You Can Find More Information” and “InformationIncorporated by Reference” in this prospectus. Neither we nor the selling stockholder described herein (the“sellingstockholder”)have authorized any other person to provide you with additional or differentinformation. If anyone 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 the reliabilityof, any other information that others may give you. Neither we nor the selling stockholder are making anoffer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assumethat the information in this prospectus or incorporated by reference herein is accurate only as of therespective dates thereof, regardless of the time of delivery of this prospectus or any sale of our commonstock. Our business, financial condition, results of operations and prospects may have changed since suchdate. To the extent there is a conflict between the information contained in this prospectus, on the one hand,and the information contained in any document incorporated by reference into this prospectus that was filedwith the SEC before the date of this prospectus, on the other hand, you should rely on the information inthis prospectus. If any statement in one of these documents is inconsistent with a statement in anotherdocument h