Sec Form 4 Filing - GUPTA PANKAJ @ zSpace, Inc. - 2024-12-06

FORM 4 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 GUPTA PANKAJ 2. Issuer Name and Ticker or Trading Symbol zSpace, Inc. [ ZSPC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ZSPACE, INC., 55 NICHOLSON LANE 3. Date of Earliest Transaction (MM/DD/YY) 12/06/2024 (Street) SAN JOSE, CA95134 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 Common Stock 12/06/2024 C 5,580,670 A 5,580,670 I By dSpace Investments Limited ( 4 ) Common Stock 12/06/2024 C 5,670,000 A 11,250,670 I By dSpace Investments Limited ( 4 ) Common Stock 12/06/2024 C 330,000 A 11,580,670 I By dSpace Investments Limited ( 4 )

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 Series A Preferred Stock ( 1 ) 12/06/2024 C 3,874,946 ( 1 ) ( 1 ) Common Stock 5,580,670 ( 1 ) 0 I By dSpace Investments Limited ( 4 ) NCNV 1 Preferred Stock ( 2 ) 12/06/2024 C 47,250 ( 2 ) ( 2 ) Common Stock 5,670,000 ( 2 ) 0 I By dSpace Investments Limited ( 4 ) NCNV 3 Preferred Stock ( 3 ) 12/06/2024 C 2,750 ( 3 ) ( 3 ) Common Stock 330,000 ( 3 ) 0 I By dSpace Investments Limited ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GUPTA PANKAJ C/O ZSPACE, INC. 55 NICHOLSON LANE SAN JOSE, CA95134 X X Signatures /s/ Pankaj Gupta 12/06/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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.

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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