zSpace, Inc. Amends S-1 Registration Statement

TL;DR

zSpace S-1/A filed. IPO incoming?

AI Summary

zSpace, Inc. filed an S-1/A amendment on October 25, 2024, for its registration statement. The company, incorporated in Delaware, is seeking to register securities under the Securities Act of 1933. Its principal executive offices are located at 55 Nicholson Lane, San Jose, California.

Why It Matters

This filing indicates zSpace, Inc. is moving forward with its public offering plans, which could impact its valuation and future funding capabilities.

Risk Assessment

Risk Level: medium — As an S-1/A filing, it pertains to a company preparing for an initial public offering, which inherently carries market and execution risks.

Key Numbers

• 333-280427 — SEC File Number (Identifies this specific registration statement)
• 241397826 — Film Number (Internal SEC processing number)

Key Players & Entities

• zSpace, Inc. (company) — Registrant
• October 25, 2024 (date) — Filing Date
• Delaware (jurisdiction) — State of Incorporation
• 55 Nicholson Lane, San Jose, California 95134 (address) — Principal Executive Offices
• Paul Kellenberger (person) — Chief Executive Officer

FAQ

Key Financial Figures

• $4.50 — l public offering price will be between $4.50 and $5.50 per share. We have applied
• $5.50 — ffering price will be between $4.50 and $5.50 per share. We have applied to list ou
• $2,038,665 — suable upon the automatic conversion of $2,038,665 in SAFE Agreements immediately prior to
• $5 — If the initial public offering price is $5.00, which is the midpoint of the range
• $21.4 billion — M) for the K-12 market is approximately $21.4 billion in the United States, $29.0 billion in
• $29.0 billion — ely $21.4 billion in the United States, $29.0 billion in Europe, Middle East and Africa regio
• $5.6 billion — iddle East and Africa region (EMEA) and $5.6 billion in the Asia Pacific region (APAC) and t
• $6.2 billion — TAM for the CTE market is approximately $6.2 billion in the United States, $5.4 billion in E
• $5.4 billion — tely $6.2 billion in the United States, $5.4 billion in EMEA and $0.8 billion in APAC, with
• $0.8 billion — United States, $5.4 billion in EMEA and $0.8 billion in APAC, with an overall global TAM of
• $68 billion — h an overall global TAM of greater than $68 billion. Our TAM for the K-12 market is an esti
• $142.4 billion — ucation technology market was valued at $142.4 billion in 2023 and is expected to grow at a co
• $252 billion — et is expected to grow at a 37% CAGR to $252 billion by 2028 compared to $28 billion in 2021
• $28 billion — AGR to $252 billion by 2028 compared to $28 billion in 2021. Markets and Markets Research p
• $14.2 billion — education market globally will grow to $14.2 billion by 2028 (CAGR of 30% from 2023). Over

Filing Documents

• tm244059-26_s1a.htm (S-1/A) — 3631KB
• tm244059d27_ex3-3.htm (EX-3.3) — 8KB
• tm244059d27_ex10-13.htm (EX-10.13) — 6KB
• tm244059d27_ex10-19.htm (EX-10.19) — 20KB
• tm244059d27_ex10-41.htm (EX-10.41) — 20KB
• tm244059d27_ex23-1.htm (EX-23.1) — 2KB
• tm244059d27_ex-filingfees.htm (EX-FILING FEES) — 39KB
• lg_zspace-4c.jpg (GRAPHIC) — 7KB
• pht_ourcompany-4c.jpg (GRAPHIC) — 44KB
• pht_learningplatform-4c.jpg (GRAPHIC) — 163KB
• pht_inspire-4clr.jpg (GRAPHIC) — 34KB
• pht_legacy-4clr.jpg (GRAPHIC) — 44KB
• 0001104659-24-111524.txt ( ) — 4130KB

RISK FACTORS

RISK FACTORS 18 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 51

USE OF PROCEEDS

USE OF PROCEEDS 52 DIVIDEND POLICY 53 CAPITALIZATION 54

DILUTION

DILUTION 56 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 59

BUSINESS

BUSINESS 82 MANAGEMENT 91 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 107 PRINCIPAL STOCKHOLDERS 112 SELLING STOCKHOLDERS 115

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 118 SHARES ELIGIBLE FOR FUTURE RESALE 124 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR NON-UNITED STATES HOLDERS OF OUR COMMON STOCK 127

UNDERWRITING

UNDERWRITING 131 LEGAL MATTERS 140 EXPERTS 140 WHERE YOU CAN FIND MORE INFORMATION 140 INDEX TO FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus and in any free writing prospectus that we have authorized for use in connection with this offering. Neither we, the selling stockholders described herein (the "Selling Stockholders"), nor the underwriters have authorized any other person to provide you with additional or different information. If anyone provides you with different or inconsistent information, you should not rely on it. We, the Selling Stockholders, and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we, the Selling Stockholders, nor the underwriters are making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside of the United States: Neither we, the Selling Stockholders, nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside of the United States. i TABLE OF CONTENTS NON-GAAP FINANCIAL MEASURES We prepare our consolidated financial statements in accordance with accounting principles generall

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