Correspondence 0001104659-24-114372 from zSpace, Inc. (ZSPC)
zSpace, Inc.
Date: Nov. 5, 2024 · CIK: 0001637147 · Accession: 0001104659-24-114372
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File numbers found in text: 333-280427
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CORRESP
1
filename1.htm
November 5,
2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street NE
Washington, DC 20549
Re: zSpace, Inc.
Registration Statement on Form S-1 (File No. 333-280427)
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), we hereby join in the request of zSpace, Inc. (the “Registrant”)
for the acceleration of the effective date of the Registrant’s Registration Statement on Form S-1 (File No. 333-280427) (as amended,
the “Registration Statement”), relating to the public offering of shares of common stock of the Registrant, so that the Registration
Statement may be declared effective on November 7, 2024 at 5:00 P.M. Eastern Time, or as soon thereafter as practicable, or at such later
time as the Registrant or its outside counsel, Pryor Cashman LLP, may orally request via telephone call that such Registration Statement
be declared effective.
The undersigned, as representative of the several
underwriters, confirms that we are aware of our obligations under the Securities Act.
Very truly yours,
Roth Capital Partners, LLC
By:
/s/ Aaron M. Gurewitz
Name:
Aaron M. Gurewitz
Title:
Head of Equity Capital Markets
cc: Jonathan J. Russo, Esq.
Alexandra F. Calcado, Esq.