bSpace Investments Ltd - Dec 4, 2024 Form 3 Insider Report for zSpace, Inc. (ZSPC)

Role: 10%+ Owner
Signature: /s/ Mohammed Al Hassan
Stock symbol: ZSPC
Transactions as of: Dec 4, 2024
Transactions value $: $0
Form type: 3
Date filed: 12/4/2024, 04:11 PM
Next filing: Dec 6, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	ZSPC	NCNV 3 Preferred Stock							Dec 4, 2024	Common Stock	5.51M		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	bSpace Investments Limited, an entity organized under the law of the Cayman Islands ("bSpace") owns 45,890 shares of our NCNV 3 preferred stock. The shares of NCNV 3 Preferred Stock do not entitle bSpace to vote on matters submitted to securityholders but entitle bSpace to dividends if declared by the Issuer's board of directors and to preferential payments upon liquidation and certain other corporate actions. (cont'd in FN2)
F2	Each share of NCNV 3 Preferred Stock will convert 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 are automatically convertible into shares of the Issuer's common stock immediately preceding the consummation of the Issuer's initial public offering.

Content

bSpace Investments Limited, an entity organized under the law of the Cayman Islands ("bSpace") owns 45,890 shares of our NCNV 3 preferred stock. The shares of NCNV 3 Preferred Stock do not entitle bSpace to vote on matters submitted to securityholders but entitle bSpace to dividends if declared by the Issuer's board of directors and to preferential payments upon liquidation and certain other corporate actions. (cont'd in FN2)

Each share of NCNV 3 Preferred Stock will convert 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 are automatically convertible into shares of the Issuer's common stock immediately preceding the consummation of the Issuer's initial public offering.