zSpace, Inc. — Director's Dealing 2024

Dec 6, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: zSpace, Inc. (ZSPC)
CIK: 0001637147
Period of Report: 2024-12-06

Reporting Person: GUPTA PANKAJ (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-12-06	Common Stock	C	5580670	—	Acquired	5580670	Indirect
2024-12-06	Common Stock	C	5670000	—	Acquired	11250670	Indirect
2024-12-06	Common Stock	C	330000	—	Acquired	11580670	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-12-06	Series A Preferred Stock	$	C	3874946	Disposed		Common Stock (5580670)	Indirect
2024-12-06	NCNV 1 Preferred Stock	$	C	47250	Disposed		Common Stock (5670000)	Indirect
2024-12-06	NCNV 3 Preferred Stock	$	C	2750	Disposed		Common Stock (330000)	Indirect

Footnotes

F1: Each share of Series A Preferred Stock was automatically convertible into 1.440193 shares of the Issuer's common stock immediately preceding the closing of the Issuer's initial public offering on December 6, 2024.

F2: Each share of NCNV 1 Preferred Stock was automatically convertible immediately preceding the closing of the Issuer's initial public offering 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. At the closing of the Issuer's initial public offering on December 6, 2024, the shares of NCNV 1 Preferred Stock converted into the number of shares shown in Column 7 of Table II.

F3: Each share of NCNV 3 Preferred Stock was automatically convertible immediately preceding the closing of the Issuer's initial public offering 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. At the closing of the Issuer's initial public offering on December 6, 2024, the shares of NCNV 3 Preferred Stock converted into the number of shares shown in Column 7 of Table II.

F4: Pankaj Gupta, the Co-CEO of Gulf Islamic Investments, LLC, holds 100% of the equity in dSpace Investments Limited, an entity organized under the law of the Cayman Islands ("dSpace"), and therefore may be deemed to be the beneficial owner of the securities held by dSpace, as determined under rules issued by the SEC. Mr. Gupta disclaims beneficial ownership of all such securities.