Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4 
   

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* dSpace Investments Ltd (Last) (First) (Middle) EMAAR SQUARE BUILDING 4, OFFICE 701, PO BOX 215931 (Street) DOWNTOWN DUBAI C0 00000 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol zSpace, Inc. [ ZSPC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/06/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/06/2024		C		5,580,670	A	(1)	5,580,670	D
Common Stock	12/06/2024		C		5,670,000	A	(2)	11,250,670	D
Common Stock	12/06/2024		C		330,000	A	(3)	11,580,670	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	12/06/2024		C			5,580,670	(1)	(1)	Common Stock	5,580,670	$0	0	D
NCNV 1 Preferred Stock	(2)	12/06/2024		C			5,670,000	(2)	(2)	Common Stock	5,670,000	$0	0	D
NCNV 3 Preferred Stock	(3)	12/06/2024		C			330,000	(3)	(3)	Common Stock	330,000	$0	0	D

Explanation of Responses:

1. dSpace Investments Limited, an entity organized under the law of the Cayman Islands ("dSpace") holds 3,874,946 shares of the Issuer's Series A Preferred Stock. Each share of Series A Preferred Stock entitles the dSpace to 100 votes on all matters submitted to securityholders, and each share of Series A Preferred Stock converted into 1.440193 shares of the Issuer's common stock which is the number of shares of common stock as is determined by dividing (i) $1.1153600, which is the original issue price of $0.774452 of the Series A Preferred Stock, less any amount previously paid in respect thereof in the form of dividends, plus any dividends accrued but unpaid thereon and declared by the Issuer's board of directors by (ii) the original issue price of $0.774452. Such shares of Series A Preferred Stock were automatically convertible into shares of the Issuer's common stock immediately preceding the consummation of the Issuer's initial public offering.

2. dSpace holds 47,250 shares of the Issuer's NCNV 1 Preferred Stock. The shares of NCNV 1 Preferred Stock do not entitle dSpace to vote on matters submitted to securityholders but entitle dSpace to dividends if declared by the Issuer's board of directors and to preferential payments upon liquidation and certain other corporate actions. Each share of NCNV 1 Preferred Stock converted into a number of shares of the Issuer's common stock, as is determined by dividing (i) $600, the original issuance price of the NCNV 1 Preferred Stock, less any amount previously paid in respect thereof in the form of dividends, plus any dividends accrued but unpaid thereon and declared by the board of directors by (ii) the initial public per share offering price of the Issuer's common stock. Such shares of NCNV 1 Preferred Stock were automatically convertible into shares of the Issuer's common stock immediately preceding the consummation of the Issuer's initial public offering.

3. dSpace holds 2,750 shares of the Issuer's NCNV 3 Preferred Stock. The shares of NCNV 3 Preferred Stock do not entitle dSpace to vote on matters submitted to securityholders but entitle dSpace to dividends if declared by the Issuer's board of directors and to preferential payments upon liquidation and certain other corporate actions. Each share of NCNV 3 Preferred Stock converted into a number of shares of the Issuer's common stock, as is determined by dividing (i) $600, the original issuance price of the NCNV 3 Preferred Stock, less any amount previously paid in respect thereof in the form of dividends, plus any dividends accrued but unpaid thereon and declared by the board of directors by (ii) the initial public per share offering price of the Issuer's common stock. Such shares of NCNV 3 Preferred Stock were automatically convertible into shares of the Issuer's common stock immediately preceding the consummation of the Issuer's initial public offering.

	/s/ Pankaj Gupta	12/06/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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