zSpace Inc美股招股说明书(2025-08-04版)

ZSPACE, INC. Up to 6,500,000 Shares of Common Stock for Resale This prospectus relates to the offering and resale, from time to time, by Tumim Stone Capital LLC(“Tumim” or the “selling stockholder”) of up to 6,500,000 shares of common stock, par value $0.00001 pershare, of zSpace,Inc., that we may issue to Tumim pursuant to a common stock purchase agreementbetween us and Tumim dated July8, 2025 (the “Purchase Agreement”). 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. However, we may receive proceeds of up toan additional $30,000,000 from the sale of the shares of common stock to the selling stockholder under thePurchase Agreement, from time to time in our discretion after the date the registration statement thatincludes this prospectus is declared effective and after satisfaction of other conditions in the PurchaseAgreement. The selling stockholder is an “underwriter” within the meaning of Section2(a)(11) of the SecuritiesAct. The selling stockholder may sell the shares of common stock described in this prospectus in a numberof different ways and at varying prices. See “Plan of Distribution” for more information about how theselling stockholder may sell the shares of common stock being registered pursuant to this prospectus. 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 July 24, 2025 was $3.51 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. TABLE OF CONTENTS PROSPECTUS SUMMARY1RISK FACTORS13CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS46COMMITTED EQUITY FINANCING47USE OF PROCEEDS54PLAN OF DISTRIBUTION55DIVIDEND POLICY57MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS58BUSINESS82MANAGEMENT92CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS107PRINCIPAL STOCKHOLDERS110SELLING STOCKHOLDER112DESCRIPTION OF CAPITAL STOCK114SHARES ELIGIBLE FOR FUTURE RESALE119LEGAL MATTERS121EXPERTS121WHERE YOU CAN FIND MORE INFORMATION121INFORMATION INCORPORATED BY REFERENCE121 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 thes