Sec Form 3 Filing - Al Hassan Mohammed @ zSpace, Inc. - 2024-12-04

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Al Hassan Mohammed 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) (Last) (First) (Middle) EMAAR SQUARE, BUILDING 4, OFFICE 701, PO BOX 215931 3. Date of Earliest Transaction (MM/DD/YY) 12/04/2024 (Street) DOWNTOWN DUBAI, C000000 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 NCNV 3 Preferred Stock ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 5,506,800 I By bSpace Investments Limited ( 3 )

Reporting Owners Reporting Owner Name / Address Relationshi ps Director 10% Owner Officer Other Al Hassan Mohammed EMAAR SQUARE BUILDING 4, OFFICE 701, PO BOX 215931 DOWNTOWN DUBAI, C000000 X Signatures /s/ Mohammed Al Hassan 12/04/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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) ( 2 )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. ( 3 )Mohammed Al Hassan, the Co-CEO of Gulf Islamic Investments, LLC, holds 100% of the equity in bSpace, and therefore may be deemed to be the beneficial owner of the securities held by bSpace, as determined under rules issued by the SEC. Mr. Al Hassan disclaims beneficial ownership of all such securities.

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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