zSpace Inc

S-11 tm244059-10_s1.htm S-1

As filed with the Securities and Exchange Commission on June 21, 2024

No. 333-​

​

​

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

​

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

​

(Exact name of registrant as specified in its charter)

​

55 Nicholson Lane

San Jose, California 95134

(408) 498-4050

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

​

Paul Kellenberger

Chief Executive Officer

55 Nicholson Lane

San Jose, California 95134

(408) 498-4050

(Name, address, including zip code, and telephone number, including area code, of agent for service)

​

Copies of all communications, including communications sent to agent for service, should be sent to:

​

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

​

​

The information in this preliminary prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 21, 2024

PRELIMINARY PROSPECTUS

SHARES

Common Stock

This is our initial public offering of shares of common stock. Prior to this offering, there has been no public market for shares of our common stock. We anticipate that the initial public offering price will be between $ and $ per share.

We intend to apply to list our common stock on The Nasdaq Capital Market® (“Nasdaq”), under the symbol “ZSPC.” No assurance can be given that our listing will be approved by Nasdaq or that a trading market will develop for our common stock. We will not proceed with this offering in the event our common stock is not approved for listing on Nasdaq.

We are an emerging growth company and a smaller reporting company under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

After the completion of this offering, we expect that dSpace Investments Limited, bSpace Investments Limited and Fiza Investments Limited, our controlling stockholders, will continue to control a majority of the voting power of our common stock. As a result, we will be a “controlled company” under the listing standards of Nasdaq and the rules of the Securities and Exchange Commission (“SEC”), and, in the event that we decide to rely on the “controlled company” exemption, we will be exempt from certain corporate governance requirements. See “Management — Controlled Company Exemption.”

Investing in our common stock involves a high degree of risk. Please read the section titled “Risk Factors” beginning on page 16 of this prospectus for a discussion of some of the risks you should consider before investing.

​

(1)

The underwriters will receive compensation in addition to the underwriting discounts and commissions. See “Underwriting.”

​

We have granted the underwriters an option, which is exercisable for up to 30 days after the date of this prospectus, to purchase up to additional shares of common stock from us at the public offering price, less the underwriting discounts and commissions, to cover over-allotments of shares, if any.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of our common stock to purchasers against payment on or about , 2024.

​

Joint Book-Running Managers

Roth Capital Partners Craig-Hallum Capital Group

Co-Manager

Barrington Research

Prospectus dated , 2024