IPO - zSpace, Inc.

Form Type: CORRESP

Filing Date: 2024-12-03

Corporate Action: Ipo

Type: New

Accession Number: 000110465924125131

Filing Summary: zSpace, Inc. filed a request for acceleration of the effectiveness of its Registration Statement on Form S-1, originally filed on June 24, 2024, under the Securities Act of 1933. The Company is seeking that the Registration Statement become effective on December 4, 2024, at 4:30 p.m. eastern time or as soon thereafter as possible. The Company acknowledges that the SEC's declaration of effectiveness does not absolve them of responsibility for the adequacy and accuracy of their disclosure. Should there be any changes to the acceleration request, the Company commits to promptly notify the SEC. Contact information for the Company’s legal counsel is provided for any further inquiries.

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Form Type: CORRESP

Filing Date: 2024-12-03

Corporate Action: Ipo

Type: New

Accession Number: 000110465924125133

Filing Summary: zSpace, Inc. is requesting the acceleration of the effective date of its Registration Statement on Form S-1 for a public offering of shares of common stock. The request is for the Registration Statement to be declared effective on December 4, 2024, at 4:30 P.M. Eastern Time, or as soon thereafter as practicable. The correspondence is addressed to the U.S. Securities and Exchange Commission and confirms the underwriters' awareness of their obligations under the Securities Act.

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Form Type: CORRESP

Filing Date: 2024-11-12

Corporate Action: Ipo

Type: Withdrawal

Accession Number: 000110465924117039

Filing Summary: zSpace, Inc. has formally withdrawn its request for the acceleration of the effective date of its Registration Statement on Form S-1, which pertains to the public offering of its common stock. Originally, this request was made to activate the registration on November 12, 2024, at 4:00 P.M. Eastern Time. The withdrawal notice was submitted by Roth Capital Partners, LLC, the representative of the underwriters involved in the offering. This implies a change in the company's immediate plans regarding their public IPO process as reflected in the updated registration statement inquiries.

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Form Type: CORRESP

Filing Date: 2024-11-07

Corporate Action: Ipo

Type: Update

Accession Number: 000110465924115433

Filing Summary: zSpace, Inc. has formally withdrawn its request for the acceleration of the effective date of its Registration Statement on Form S-1 for a public offering of shares scheduled for November 7, 2024. The new effective date has been requested for November 12, 2024, at 4:00 P.M. Eastern Time. This document serves as a confirmation by Roth Capital Partners, LLC, representing the underwriters, affirming their awareness of obligations under the Securities Act.

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Form Type: CORRESP

Filing Date: 2024-11-05

Corporate Action: Ipo

Type: New

Accession Number: 000110465924114370

Filing Summary: zSpace, Inc. requests acceleration of effectiveness for their Registration Statement on Form S-1, which was originally filed on June 24, 2024. The company aims for the Registration Statement to become effective by 5:00 p.m. eastern time on November 7, 2024. They acknowledge that the Commission's declaration of effectiveness does not eliminate the company's responsibility for disclosure accuracy and may not be used as a defense in any proceedings under federal securities laws. Contact information for legal counsel is provided for any inquiries relating to this request.

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Form Type: CORRESP

Filing Date: 2024-11-05

Corporate Action: Ipo

Type: New

Accession Number: 000110465924114372

Filing Summary: zSpace, Inc. has filed a request for the acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-280427), which is related to the public offering of shares of its common stock. The company seeks to have the Registration Statement declared effective on November 7, 2024, at 5:00 P.M. Eastern Time. This request is made under Rule 461 of the Securities Act of 1933. Roth Capital Partners, LLC, representing the underwriters, confirms their awareness of the obligations under the Securities Act, ensuring compliance with the necessary regulations.

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Form Type: CORRESP

Filing Date: 2024-08-09

Corporate Action: Ipo

Type: Update

Accession Number: 000110465924087934

Filing Summary: On August 9, 2024, zSpace, Inc. submitted Amendment No. 2 to its Registration Statement on Form S-1 to the SEC, addressing comments from the staff following a previous filing on July 22, 2024. Key revisions include disclosing that selling shareholders are offering 2,219,970 shares of common stock, inclusion of preliminary net income or loss figures, adjustments to pro forma net loss calculations, and clarifications on the use of proceeds from the upcoming offerings. The company is preparing for an anticipated IPO as early as September 2024, depending on market conditions, and has engaged Roth Capital Partners as its lead underwriter. The disclosure includes detailed analyses of valuation metrics and financial adjustments based on SEC feedback, with emphasis on both going concern and IPO valuation scenarios.

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Form Type: CORRESP

Filing Date: 2024-07-31

Corporate Action: Ipo

Type: Update

Accession Number: 000110465924084501

Filing Summary: zSpace, Inc. submitted an amendment to its Registration Statement on Form S-1 in response to SEC comments regarding the valuation of its common stock compared to the estimated price range for its upcoming IPO. The company disclosed a preliminary price range recommended by its underwriters, Roth Capital Partners and Craig-Hallum Capital Group, based on various market conditions and company performance indicators. The information provided includes a detailed outline of fair value calculations for stock options, potential valuation changes leading up to the IPO, and comparative analysis of revenue growth as well as the consequences of a completed IPO on the company's financial structure. The company emphasized that the stock price for the IPO assumes a successful public offering and does not account for the option of remaining private or being involved in an acquisition. zSpace also outlined its equity grants, detailing the fair value determinations based on various evaluation methods and external factors affecting the company’s valuation.

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Form Type: CORRESP

Filing Date: 2024-07-22

Corporate Action: Ipo

Type: Update

Accession Number: 000110465924081590

Filing Summary: zSpace, Inc. submitted an updated Registration Statement on Form S-1 to address comments from the SEC's Staff regarding its initial filing made on June 24, 2024, in connection with its initial public offering (IPO). The letter details responses to specific comments from the SEC, including revisions related to pro forma net loss calculations and adjustments regarding stock options that were granted. Key adjustments included reflecting conversion impacts from preferred stock and convertible notes, as well as a refinement in the disclosures about stock-based compensation. The company aimed to have the Form S-1 declared effective as soon as possible and expressed appreciation for the SEC's prompt review.

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Form Type: CORRESP

Filing Date: 2024-06-21

Corporate Action: Ipo

Type: Update

Accession Number: 000110465924074046

Filing Summary: zSpace, Inc. submitted an update regarding their Draft Registration Statement on Form S-1, which reflects changes from previous amendments and responses to comments received from the SEC. Key updates include the removal of pro forma adjustments related to forfeited performance-conditioned stock options and adjustments to the financial statements to account for the conversion of NCNV preferred stock and additional convertible debt into common shares in advance of the IPO. The letter details responses to specific SEC comments regarding financial disclosures, including stock options granted in 2022 and subsequent stock option grants made in March 2024. The company aims for the S-1 to be effective soon.

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Form Type: DRSLTR

Filing Date: 2024-05-13

Corporate Action: Ipo

Type: Update

Accession Number: 000110465924060624

Filing Summary: zSpace, Inc. files Amendment No. 3 to its Draft Registration Statement on Form S-1, reflecting responses to the SEC's comments from a previous submission. Key adjustments include eliminating interest expense from loans converted into NCNV preferred stock and excluding deferred offering costs from net tangible book value per share. The filing addresses inventory write-offs related to pandemic disruptions and revises stock option accounting to reflect the fair value without performance conditions. The amendment aims for a swift review by the SEC to declare the Form S-1 effective.

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Form Type: DRSLTR

Filing Date: 2024-03-29

Corporate Action: Ipo

Type: Update

Accession Number: 000110465924041310

Filing Summary: zSpace, Inc. submitted Amendment No. 2 to its Draft Registration Statement on Form S-1, addressing comments from the SEC related to their initial public offering. The amendment includes revised disclosures regarding the percentage of revenue generated internationally and a decrease in revenue from China. Changes also detail the conversion of preferred stock to common stock and address auditor concerns about the company's ability to continue as a going concern due to recurring losses and deficiencies in working capital. Additionally, new risk factors are introduced, discussing the implications of being a controlled company and dependency on key customers. The financial data presented shows a significant net loss and adjustments needed for reconciliations in net loss per share calculation, reflecting a detailed approach to the upcoming IPO process.

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