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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

Date
November 7, 2024
Author
Roth Capital Partners, LLC
Form
CORRESP
Company
zSpace, Inc.

Letter

Re: zSpace, Inc.

November 5,

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street NE

Washington, DC 20549

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

Show Raw Text
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.