SecProbe.io

CORRESP
 1
 filename1.htm

 zSpace, Inc.
55 Nicholson Lane

 San Jose, California 95134

 July 30, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Re:          zSpace, Inc. (the "Company")

 Registration Statement on Form S-1

 Filed July 25, 2025

 File No. 333-288978

 Ladies and Gentlemen:

 The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the above-captioned registration
statement (the "Registration Statement") so that such Registration Statement will become effective as of 4:00 p.m. eastern
time on Friday, August 1, 2025, or as soon thereafter as practicable.

 If there is any change in
the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may make an oral
request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461.

 We acknowledge that a declaration
by the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, that the
Registration Statement is effective does not foreclose the Commission from taking any action with respect to the Registration Statement.
We further acknowledge that such a declaration of effectiveness does not relieve the Company from our full responsibility for the adequacy
and accuracy of the disclosure in the Registration Statement. We understand that we may not assert staff comments to the Registration
Statement or the declaration of effectiveness by the Commission as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 If you have any questions,
please contact M. Ali Panjwani, Esq., at (212) 326-0820, from the Company's legal counsel, Pryor Cashman LLP.

 Very truly yours,

 zSpace, Inc.

 By:
 /s/ Paul Kellenberger

 Name: Paul
 Kellenberger

 Title: CEO

 cc:            M. Ali Panjwani, Esq.

 Pryor Cashman LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 30, 2025

Paul Kellenberger
Chief Executive Officer
zSpace, Inc.
55 Nicholson Lane
San Jose, California 95134

 Re: zSpace, Inc.
 Registration Statement on Form S-1
 Filed July 25, 2025
 File No. 333-288978
Dear Paul Kellenberger:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rule 461 regarding requests for acceleration. We remind
you that the
company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Alexandra Barone at 202-551-8816 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: M. Ali Panjwani, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 22, 2025

Paul Kellenberger
Chief Executive Officer
zSpace, Inc.
55 Nicholson Lane
San Jose, CA 95134

 Re: zSpace, Inc.
 Registration Statement on Form S-1
 Filed April 18, 2025
 File No. 333-286641
Dear Paul Kellenberger:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rule 461 regarding requests for acceleration. We remind
you that the
company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jeff Kauten at 202-551-3447 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: M. Ali Panjwani
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 zSpace, Inc.
55 Nicholson Lane

 San Jose, California 95134

 April 22, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Re:
 zSpace, Inc. (the "Company")
Registration Statement on Form S-1
Filed April 18, 2025
File No. 333-286641

 Ladies and Gentlemen:

 The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the above-captioned
registration statement (the "Registration Statement") so that such Registration Statement will become effective as of 4:00
p.m. eastern time on Thursday, April 24, 2025, or as soon thereafter as practicable.

 If there is any change in
the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may make an oral
request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461.

 We acknowledge that a declaration
by the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, that the
Registration Statement is effective does not foreclose the Commission from taking any action with respect to the Registration Statement.
We further acknowledge that such a declaration of effectiveness does not relieve the Company from our full responsibility for the adequacy
and accuracy of the disclosure in the Registration Statement. We understand that we may not assert staff comments to the Registration
Statement or the declaration of effectiveness by the Commission as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 If you have any questions,
please contact M. Ali Panjwani, Esq., at (212) 326-0820, from the Company's legal counsel, Pryor Cashman LLP.

 Very truly yours,

 zSpace, Inc.

 By:
 /s/ Paul Kellenberger

 Name:
 Paul Kellenberger

 Title:
 CEO

 cc:
 M. Ali Panjwani, Esq.

 Pryor Cashman LLP

CORRESP
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December 3, 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 December 4, 2024 at 4:30 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.

CORRESP
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zSpace, Inc.

2050 Gateway Place

Suite 100-302

San Jose, CA 95110

December 3, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Re:
    zSpace, Inc. (the “Company”)

    Registration Statement on Form S-1 originally filed June 24, 2024

    (File No. 333-280427) (as amended, the “Registration Statement”)

Ladies and Gentlemen:

The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration
Statement so that such Registration Statement will become effective as of 4:30 p.m. eastern time on Wednesday, December 4, 2024,
or as soon thereafter as practicable.

If there is any change in
the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may make an oral
request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461.

We acknowledge that a declaration
by the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, that the
Registration Statement is effective does not foreclose the Commission from taking any action with respect to the Registration Statement.
We further acknowledge that such a declaration of effectiveness does not relieve the Company from our full responsibility for the adequacy
and accuracy of the disclosure in the Registration Statement. We understand that we may not assert staff comments to the Registration
Statement or the declaration of effectiveness by the Commission as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

If you have any questions,
please contact M. Ali Panjwani, Esq., at (212) 326-0820, from the Company’s legal counsel, Pryor Cashman LLP.

    Very truly yours,

    zSpace, Inc.

    By:
     /s/ Paul Kellenberger

    Name:
    Paul Kellenberger

    Title:
    CEO

    cc:
    M. Ali Panjwani,Esq.

    Pryor Cashman LLP

CORRESP
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zSpace, Inc.

2050 Gateway Place

Suite 100-302

San Jose, CA 95110

November 12, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

 Re: zSpace, Inc. (the “Company”)

  Registration Statement on Form S-1 originally filed June 24, 2024

   (File No. 333-280427) (as amended, the “Registration Statement”)

Ladies and Gentlemen:

Reference is made to the
Company’s letter, filed as correspondence via EDGAR on November 7, 2024, in which the Company requested acceleration of the
effective date of the above-referenced Registration Statement for November 12, 2024 at 4:00 p.m., Eastern Time. The Company is no
longer requesting that such Registration Statement be declared effective at this time and the Company hereby formally withdraws its request
for acceleration of the effective date.

If you have any questions,
please contact M. Ali Panjwani, Esq., at (212) 326-0820, from the Company’s legal counsel, Pryor Cashman LLP.

    Very truly yours,

    zSpace, Inc.

    By:
    /s/ Paul Kellenberger

    Name:
    Paul Kellenberger

    Title:
    CEO

 cc: M. Ali Panjwani, Esq.

Pryor Cashman LLP

CORRESP
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filename1.htm

November 12, 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:

We hereby join in the request of zSpace, Inc.
(the “Registrant”) in the formal withdrawal of its request for acceleration of the effective date of the Registrant’s
Registration Statement on Form S-1 (File No. 333-280427) relating to the public offering of shares of common stock of the Registrant
(as amended, the “Registration Statement”) for November 12, 2024 at 4:00 P.M., Eastern Time, previously submitted on
November 7, 2024.

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.

CORRESP
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zSpace, Inc.

2050 Gateway Place

Suite 100-302

San Jose, CA 95110

November 7, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

 Re: zSpace, Inc. (the “Company”)

Registration Statement on Form S-1 originally
filed June 24, 2024

(File No. 333-280427) (as amended, the
 “Registration Statement”)

Ladies and Gentlemen:

Reference is made to the
Company’s letter, filed as correspondence via EDGAR on November 5, 2024, in which the Company requested acceleration of the
effective date of the above-referenced Registration Statement for November 7, 2024 at 5:00 p.m., Eastern Time. The Company is no
longer requesting that such Registration Statement be declared effective at this time and the Company hereby formally withdraws its request
for acceleration of the effective date.

Additionally, the
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of
effectiveness of the Registration Statement so that such Registration Statement will become effective as of 4:00 P.M. eastern time
on Tuesday, November 12, 2024, or as soon thereafter as practicable. If there is any change in the acceleration request, the
Company will promptly notify you of the change, in which case the Company may make an oral request of acceleration of the
effectiveness of the Registration Statement in accordance with Rule 461.

We acknowledge that a declaration
by the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, that the
Registration Statement is effective does not foreclose the Commission from taking any action with respect to the Registration Statement.
We further acknowledge that such a declaration of effectiveness does not relieve the Company from our full responsibility for the adequacy
and accuracy of the disclosure in the Registration Statement. We understand that we may not assert staff comments to the Registration
Statement or the declaration of effectiveness by the Commission as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

If you have any questions,
please contact M. Ali Panjwani, Esq., at (212) 326-0820, from the Company’s legal counsel, Pryor Cashman LLP.

    Very truly yours,

    zSpace, Inc.

    By:
    /s/ Paul Kellenberger

    Name:
    Paul Kellenberger

    Title:
    CEO

 cc: M. Ali Panjwani, Esq.

Pryor Cashman LLP

CORRESP
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November 7, 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:

We hereby join in the request of zSpace, Inc.
(the “Registrant”) in the formal withdrawal of its request for acceleration of the effective date of the Registrant’s
Registration Statement on Form S-1 (File No. 333-280427) relating to the public offering of shares of common stock of the Registrant
(as amended, the “Registration Statement”) for November 7, 2024 at 5:00 P.M., Eastern Time, previously submitted on November 5,
2024.

Additionally, pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), we hereby join in the request
of the Registrant for the acceleration of the effective date of the Registration Statement, so that the Registration Statement may be
declared effective on November 12, 2024 at 4:00 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.

CORRESP
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zSpace, Inc.

2050 Gateway Place

Suite 100-302

San Jose, CA 95110

November 5, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:          zSpace, Inc.
(the “Company”)

Registration Statement on Form S-1 originally
filed June 24, 2024

(File No. 333-280427) (as amended, the
 “Registration Statement”)

Ladies and Gentlemen:

The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration
Statement so that such Registration Statement will become effective as of 5:00 p.m. eastern time on Thursday, November 7, 2024,
or as soon thereafter as practicable.

If there is any change in
the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may make an oral
request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461.

We acknowledge that a declaration
by the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, that the
Registration Statement is effective does not foreclose the Commission from taking any action with respect to the Registration Statement.
We further acknowledge that such a declaration of effectiveness does not relieve the Company from our full responsibility for the adequacy
and accuracy of the disclosure in the Registration Statement. We understand that we may not assert staff comments to the Registration
Statement or the declaration of effectiveness by the Commission as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

If you have any questions,
please contact M. Ali Panjwani, Esq., at (212) 326-0820, from the Company’s legal counsel, Pryor Cashman LLP.

    Very truly yours,

    zSpace, Inc.

    By:
    /s/
    Paul Kellenberger

    Name:   Paul
    Kellenberger

    Title:     CEO

cc:           M.
Ali Panjwani, Esq.

Pryor Cashman LLP

CORRESP
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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.

CORRESP
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M. ALI PANJWANI

Partner

Direct Tel: 212-326-0820

Fax: 212-326-0806

ali.panjwani@pryorcashman.com

October 25, 2024

Via Edgar

Uwem Bassey

Jan Woo

Dave Edgar

Chris Dietz

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    zSpace, Inc.

    Amendment No. 4 to Registration Statement on Form S-1

    Filed October 15, 2024

    CIK No. 0001637147

    File No. 333-280427                                                                      

Ladies and Gentlemen:

On behalf of our client, zSpace, Inc.,
a Delaware corporation (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933, as amended
(the “Securities Act”), and the rules promulgated thereunder, we hereby submit in electronic form the accompanying Amendment
No. 5 to the Registration Statement on Form S-1 of the Company (as amended, the “Form S-1”), with changes from
Amendment No. 4 to Registration Statement on Form S-1 that was filed with the Securities and Exchange Commission (the “Commission”)
on October 15, 2024.

The Form S-1 reflects
the responses of the Company to comments received from the Staff of the Commission (the “Staff”) in a letter dated October 25,
2024 (the “Comment Letter”). In addition to addressing the comments received from the Staff, the Company has also revised
the Form S-1 to update other disclosures in the Form S-1. The discussion below is presented in the order of the numbered comments
in the Comment Letter. Certain capitalized terms set forth in this letter are used as defined in the Form S-1.

Securities and Exchange Commission

October 25, 2024

Page 2

The Company has asked us to
convey the following responses to the Staff:

Amendment No. 4 to Form S-1

Prospectus Summary

Recent Developments and Recent Expected
Results, page 6

    1.
    Please revise to discuss the decline in the Net Dollar Retention Rate and the decline in net loss for the quarter ended September 30, 2024.

    Response:
    In response to the Staff’s comment, the Company has revised the disclosure in the Recent Developments and Recent Expected Results section of the Form S-1 to include discussion of the decline in Net Dollar Retention Rate and net loss for the quarter ended September 30, 2024.

Recent Developments and Recent Expected
Results, page 7

    2.
    We note your statement that you or your independent registered public accounting firm "may identify items that require adjusting the preliminary estimates of revenue, gross profit margin, net loss, and Adjusted EBITDA set forth above and those changes could be material” and that "undue reliance should not be placed on the preliminary estimates." If you choose to disclose preliminary results, you should be able to assert that the actual results are not expected to differ materially from that reflected in the preliminary results. Accordingly, please remove this statement as it implies that investors should not rely on the information presented.

    Response:
    In response to the Staff’s comment, the Company has removed the requested statement from the Form S-1.

As it is the goal of the Company
to have the Form S-1 declared effective as soon as possible, the Company would greatly appreciate the Staff’s review of the
Form S-1 as promptly as practicable. If the Staff has any questions with respect to the foregoing, please contact the undersigned
at (212) 326-0820.

    Very truly yours,

    /s/M. Ali Panjwani

    M. Ali Panjwani

    cc:
    Mr. Paul Kellenberger

    zSpace, Inc.

October 25, 2024
Paul Kellenberger
Chief Executive Officer
zSpace, Inc.
55 Nicholson Lane
San Jose, CA 95134
Re:zSpace, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed October 15, 2024
File No. 333-280427
Dear Paul Kellenberger:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 4 to Registration Statement on Form S-1 filed on October 15, 2024
Prospectus Summary
Recent Developments and Recent Expected Results, page 6
1.Please revise to discuss the decline in the Net Dollar Retention Rate and the decline in
net loss for the quarter ended September 30, 2024.
Recent Developments and Recent Expected Results, page 7
We note your statement that you or your independent registered public accounting
firm "may identify items that require adjusting the preliminary estimates of revenue,
gross profit margin, net loss, and Adjusted EBITDA set forth above and those changes
could be material” and that "undue reliance should not be placed on the preliminary
estimates." If you choose to disclose preliminary results, you should be able to assert
that the actual results are not expected to differ materially from that reflected in the 2.

October 25, 2024
Page 2
preliminary results. Accordingly, please remove this statement as it implies that
investors should not rely on the information presented.
            Please contact Dave Edgar at 202-551-3459 or Chris Dietz at 202-551-3408 if you
have questions regarding comments on the financial statements and related matters. Please
contact Uwem Bassey at 202-551-3433 or Jan Woo at 202-551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:M. Ali Panjwani

CORRESP
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M. ALI PANJWANI

Partner

Direct Tel: 212-326-0820

Fax: 212-326-0806

ali.panjwani@pryorcashman.com

September 9, 2024

Via Edgar

Uwem Bassey

Jan Woo

Dave Edgar

Chris Dietz

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    zSpace, Inc.

    Amendment No. 2 to
    Registration Statement on Form S-1

    Filed August 9, 2024

    CIK No. 0001637147

    File No. 333-280427                                                                   

Ladies and Gentlemen:

On behalf of our client,
zSpace, Inc., a Delaware corporation (the “Company”), and pursuant to the applicable provisions of the Securities
Act of 1933, as amended (the “Securities Act”), and the rules promulgated thereunder, we hereby submit in electronic
form the accompanying Amendment No. 3 to Registration Statement on Form S-1 of the Company (as amended, the “Form S-1”),
marked to indicate changes from the Amendment No. 2 to Registration Statement on Form S-1 that was filed with the Securities
and Exchange Commission (the “Commission”) on August 9, 2024.

The
Form S-1 reflects the responses of the Company to comments received from the Staff of the Commission (the “Staff”) in
a letter dated August 16, 2024 (the “Comment Letter”). In addition to addressing the comments received from the
Staff, the Company has also revised the Form S-1 to update other disclosures in the Form S-1. The discussion below is presented
in the order of the numbered comments in the Comment Letter. Certain capitalized terms set forth in this letter are used as defined in
the Form S-1. For your convenience, references in the responses to page numbers are to the marked version of the Form S-1
and to the prospectus included therein.

Securities and Exchange Commission

September 9, 2024

Page 2

The Company has asked us
to convey the following responses to the Staff:

Amendment No. 2 to Form S-1

Prospectus Summary, page 1

 1. We note your revised disclosure
                                            in response to prior comment 3 that you expect that the majority of the proceeds will be
                                            directed to funding product commitments and software development initiatives. Please revise
                                            the disclosure in the prospectus summary correspondingly.

 Response: In
                                            response to the Staff’s comment, the Company has revised the disclosure in the Prospectus
                                            Summary to include disclosure similar to the disclosure in the Use of Proceeds section of
                                            the Form S-1.

Oral Comment

    2.
    On
    September 5, 2024, the Company and the Staff had a telephonic discussion wherein the Staff provided oral comments regarding the Company’s
    response to prior comment 9.

    Response:
    In response to the Staff’s oral comment
    asking for a description of the historical capitalization of the Company in relation to its NCNV preferred stock and the resulting
    impact on determining the fair value of its common stock, the Company provides the following response. The Company advises the Staff
    that the following response should be reviewed in conjunction with the Company’s prior correspondence on this matter dated
    July 31, 2024 and August 9, 2024. Because of the commercially sensitive nature of the information contained within this response,
    this submission is accompanied by the Company’s request for confidential treatment of selected portions of this response pursuant
    to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83 and the Freedom of Information Act.

As described in various sections of
the Form S-1 and in particular Note 5. Debt and Related Party Debt of the Company’s consolidated financial statements as
of and for the years ended December 31, 2023 and 2022, over the past few years the Company has primarily financed its operations through
debt arrangements as it has resumed growth following the COVID-19 pandemic.

In early 2020, the Company underwent
a significant recapitalization pursuant to which it removed all prior preferred stock classes and the Company became primarily financed
by bSpace Investments Ltd. (“bSpace”), and Kuwait Investment Authority (“KIA,” and together with bSpace, the
 “Investors”). As described in the Form S-1, prior to May 2022, the Company incurred debt obligations including the value
of conversion and repayment premiums to the Investors of approximately $103.6 million. Since 2022, the Company’s strategy has been
to seek conversion of its debt into equity in preparation to raise additional capital through the sale of equity in public markets.

Pursuant to the Company’s plan
to raise capital through the sale of equity in the public markets, in May 2022, the Company entered into a merger agreement with EdtechX
Holdings Acquisition Corp II (“EdtechX”), a Special Purpose Acquisition Company (SPAC) (the “EdtechX Merger”).
In keeping with the Company’s intent to convert debt to improve its capitalization profile prior to going public, the Investors,
agreed to convert their debt pursuant to the terms of the EdtechX Merger. In May 2022, approximately $59 million of the bSpace debt was
converted into the Company’s former NCNV preferred stock pursuant to the terms of a conversion agreement. In addition, approximately
$8.1 million of debt owed to KIA was converted to the Company’s former NCNV preferred stock under a separate conversion agreement.
The terms of the conversions were such that the liquidation preference of the former NCNV preferred stock was equal to the amount of
the debt converted. As of December 31, 2022, the Company’s remaining debt outstanding to the Investors was reduced to the approximate
aggregate amount of $36.5 million, which was due to be converted upon the completion of the EdtechX Merger. On June 21, 2023, the EdtechX
Merger was abandoned, and, as a result, no conversions that were contingent upon the consummation of the EdtechX Merger occurred.

Securities and Exchange Commission

September 9, 2024

Page 3

Following the failed EdtechX Merger,
in October 2023, the Company decided to proceed with going public through a traditional initial public offering (“IPO”).
In December 2023, in keeping with the intent to convert all of the debt held by the Investors prior to going public, the remaining debt
of approximately $42.2 million (plus accrued interest) that had not already converted in the May 2022 conversion was converted into new
series of NCNV Preferred Stock 1, NCNV Preferred Stock 2 and NCNV Preferred Stock 3 (“New NCNV Preferred Stock”). In addition,
the former NCNV preferred stock held by each of the Investors was exchanged for shares of the New NCNV Preferred Stock with amended conversion
terms. As of December 31, 2023, the New NCNV Preferred Stock had a value of approximately $107 million.

In January 2024, the Company entered
into an engagement with Roth Capital Partners (“Roth”) to act as its lead underwriter for a proposed IPO. Between January
2024 and March 2024, ongoing discussions between the Company and Roth focused around an enterprise value range between $****
 million - $**** million as an appropriate range given the Company’s
then-current and projected operating results, capitalization level and the then-current capital market pricing expectation. As of March
31, 2024, the New NCNV Preferred Stock value remained at approximately $107 million.

When working with Carta Valuations
LLC to determine the December 31, 2023 and March 31, 2024 common stock valuations for purposes of 409A of the Internal Revenue Code (the
 “Carta Valuations”), the Company used a hybrid method of the Going Concern (OPM) and IPO (common stock equivalent) scenarios.
The hybrid method was determined to be the appropriate method to model various exit scenarios for purposes of valuing the Company’s
common stock because of the then-current stage of development of the Company and the expected timing of an IPO, factoring in the inherent
uncertainty associated with being able to complete an IPO. The resulting estimated fair value of the Company’s common stock as
of December 31, 2023 and March 31, 2024 was $**** and $****
 per share, respectively, on a non-marketable, minority basis, as shown below in the table previously provided in the Company’s
prior correspondence on this matter dated August 9, 2024.

Securities and Exchange Commission

September 9, 2024

Page 4

    December
    31, 2023
    March
    31, 2024

    Going

    Concern
    IPO

    Going

    Concern

    IPO

    Company
    Equity Value ($ Millions)(1) (2)
    $ ****M
    $ ****M
    $ ****M
    $ ****M

    Common Value per Share

    Shares
      174,265
      28,236,741
      174,077
      30,659,169

    Fully
    Marketable Value (1) (2)
    $ ****
    $ ****
    $ ****
    $ ****

    DLOM
    (3)
      35.0 %
      25.0 %
      35.0 %
      18.0 %

    Non-marketable Fair Value
    $ ****
    $ ****
    $ ****
    $ ****

    PWERM
    Weighting (4)
      50.0 %
      50.0 %
      40.0 %
      60.0 %

    Concluded Fair Market Value
      $****
      $****

(1-4)
Refers to detailed footnotes as presented in the Company’s prior correspondence on this matter dated August 9, 2024.

In
the Carta Valuations, the New NCNV Preferred Stock was treated as follows: (1) the going concern scenario treated the New NCNV Preferred
Stock as debt-like and was included with other interest bearing liabilities that reduce the Company Equity Value and (2) the IPO scenario
treated the New NCNV Stock as equity (and not-debt like) because they would convert into common stock
upon an IPO. As result, the Company Equity Value in the going concern scenario was reduced by approximately $107 million because of the
debt-like treatment of the New NCNV Preferred Stock as shown below in the table previously provided in the Company’s prior
correspondence on this matter dated August 9, 2024.

    12/31/2023
    (a)
    03/31/2024
    (a)

    ($
    millions)
    Metric
    Multiple
    Weighting
    Weighted

    Value
    Metric
    Multiple
    Weighting
    Weighted

    Value

    2024 Revenue
    $ ****
      ****
      100 %
    $ ****
    $ ****
      ****
      50 %
    $ ****

    2025 Revenue

    $ ****
      ****
      50 %
    $ ****

    Business enterprise value

    $ ****

    $ ****

    Plus: Cash
    and cash equivalents

    $ 3.2

    $ 1.2

    Market value of invested capital

    $ ****

    $ ****

    Less:
    Interest-bearing liabilities (b)

    $ 123.4

    $ 128.6

    Equity value (rounded)

    $ ****

    $ ****

(a)
Carta Valuations pages 16 and 17, as of 12/31/23 and 03/31/24, respectively.

(b)
Includes NCNV Preferred Stock liquidation value.

Furthermore, total
shares of common stock outstanding under the IPO scenario increased by 19,428,583 shares because of the assumed conversion of New NCNV
Preferred Stock into common stock at the IPO price (30,659,169 shares in the March 31, 2024 Carta Valuation), while the going concern
scenario does not include such a conversion and thus the total of shares was dramatically lower in such a scenario (174,077 shares in
the December 31, 2023 Carta Valiation).

In conclusion, the
primary factor that caused the large difference between the Company Equity Value (and thus the final concluded fair market value) in
the going concern scenario and the IPO scenario in the Carta Valuations was the treatment of the New NCNV Preferred Stock. Due to the
large amount of common stock that the New NCNV Preferred Stock would convert into upon an IPO, and its treatment as debt or as equity,
resulted in a major variation in Company Equity Value (and thus the final concluded fair market value) under each scenario.

*       *       *

Securities and Exchange Commission

September 9, 2024

Page 5

As it is the goal of the
Company to have the Form S-1 declared effective as soon as possible, the Company would greatly appreciate the Staff’s review
of the Form S-1 as promptly as practicable. If the Staff has any questions with respect to the foregoing, please contact the undersigned
at (212) 326-0820.

    Very truly yours,

    /s/M. Ali Panjwani

    M. Ali Panjwani

    cc:
    Mr. Paul Kellenberger

    zSpace, Inc.

August 16, 2024
Paul Kellenberger
Chief Executive Officer
zSpace, Inc.
55 Nicholson Lane
San Jose, CA 95134
Re:zSpace, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed August 09, 2024
File No. 333-280427
Dear Paul Kellenberger:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our August 2, 2024 letter.
Amendment No. 2 to Form S-1
Prospectus Summary, page 1
1.We note your revised disclosure in response to prior comment 3 that you expect that the
majority of the proceeds will be directed to funding product commitments and software
development initiatives.  Please revise the disclosure in the prospectus summary
correspondingly.

August 16, 2024
Page 2
            Please contact Chris Dietz at 202-551-3408 or Dave Edgar at 202-551-3459 if you have
questions regarding comments on the financial statements and related matters. Please contact
Uwem Bassey at 202-551-3433 or Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:M. Ali Panjwani

CORRESP
1
filename1.htm

M. ALI PANJWANI

Partner

Direct Tel: 212-326-0820

Fax: 212-326-0806

ali.panjwani@pryorcashman.com

August 9, 2024

Via Edgar

Uwem Bassey

Jan Woo

Dave Edgar

Chris Dietz

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    zSpace, Inc.

    Amendment No. 1 to Registration Statement
    on Form S-1

    Submitted July 22, 2024

    CIK No. 0001637147

    File No. 333-280427

Ladies and Gentlemen:

On behalf of our client, zSpace, Inc.,
a Delaware corporation (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933, as amended
(the “Securities Act”), and the rules promulgated thereunder, we hereby submit in electronic form the accompanying Amendment
No. 2 to Registration Statement on Form S-1 of the Company (as amended, the “Form S-1”), marked to indicate
changes from the Amendment No. 1 to Registration Statement on Form S-1 that was filed with the Securities and Exchange Commission
(the “Commission”) on July 22, 2024.

The Form S-1 reflects
the responses of the Company to comments received from the Staff of the Commission (the “Staff”) in a letter dated August 2,
2024 (the “Comment Letter”). The discussion below is presented in the order of the numbered comments in the Comment Letter.
Certain capitalized terms set forth in this letter are used as defined in the Form S-1. For your convenience, references in the responses
to page numbers are to the marked version of the Form S-1 and to the prospectus included therein.

The Company has asked us to
convey the following responses to the Staff:

Amendment No. 1 to Registration Statement on Form S-1
filed July 22, 2024

Cover Page

 1. Please disclose in the bolded header on the cover page that the selling shareholders are
offering 2,219,970 shares of common stock.

Securities and Exchange Commission

August 9, 2024

Page 2

 Response: In response to the Staff’s comment, the Company has revised the bolded header on the cover page of
the Form S-1.

Prospectus Summary

Recent Developments
and Recent Results, page 6

 2. Please revise to include a preliminary net income or loss amount or a range of net income or loss in
order to balance the preliminary revenue information presented. Also, revise to explain why the information provided is preliminary.

 Response: In response to the Staff’s comment, the Company has revised the Recent Developments and Recent and
Results disclosure on pages 6 – 7 of the Form S-1.

Summary Financial Data

Consolidated Statements of Operations, page 14

 3. You disclose in note (1) that unaudited pro forma as adjusted basic and diluted net loss per share
were computed to give effect to the issuance of 3,000,000 shares of your common stock in this offering however, you do not appear to have
included such shares in the denominator. Please revise as necessary.

    Response:
    In response to the Staff’s comment, the Company has revised the Pro forma as adjusted net loss per share and weighted average shares outstanding used in computing Pro forma as adjusted net loss per share, basic and diluted (unaudited)… to account for the 3,000,000 shares of common stock to be issued in this offering in the Consolidated Statements of Operations on page 15 of the Form S-1.

 4. Please tell us whether the numerator for pro forma as adjusted net loss per share contains an adjustment
to eliminate any interest expense associated with the notes that convert into your common stock upon an IPO. If such adjustment is not
included please revise to include or explain why it is not necessary.

    Response:
    In response to the Staff’s comment, the Company advises the Staff that it has included the elimination of $54,795 in accrued interest as of March 31, 2024 in the numerator for the calculation of pro forma as adjusted net loss per share pursuant to the terms of conversion of the Fiza convertible note dated March 9, 2024. As described in the following sections (pages); Controlling Stockholders (page 9), Debt and Financing Arrangements (page 75), and CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS (page 108), the principal amount of $5,000,000 will convert and all interest accrued on the note will be automatically waived if conversion occurs prior to December 31, 2024.

Use of Proceeds, page 51

 5. We note that you intend to use a portion of your net proceeds to expedite unfulfilled orders, software development, and sales and
marketing. To the extent known, please revise to disclose the approximate amount of proceeds you intend to allocate toward each of the
purposes identified in this section.

 Response: In response to the Staff’s comment, the Company advises the Staff
that we mention on page 51 that it cannot “specify with certainty…the amounts we actually spend on the uses set forth
above.” However, to address the Staff’s request, the Company has revised the disclosure to identify where the Company
anticipates a majority of the proceeds will be used. The Company cannot approximate a dollar amount of proceeds that will be used for
each category, as such amounts are not known with specificity.

Securities and Exchange Commission

August 9, 2024

Page 3

Capitalization, page 53

 6. Please revise to include total debt liabilities in the calculation of total capitalization.

    Response:
    In response to the Staff’s comment, the Company has revised the calculation of Total Capitalization to include Total Debt Liabilities on the capitalization table on page 55 of the Form S-1.

Dilution, page 54

 7. Revise the second line-item in the dilution per share table to remove the words "pro forma" as this line represents historical
net tangible book value (deficit) as of March 31,2024.

    Response:
    The Company acknowledges the Staff’s comment and has revised the referenced line item description on the dilution per share table on page 56 of the Form S-1.

Selling Stockholders

Plan of Distribution for Selling Stockholder Shares, page 115

 8. We note your disclosure that the selling securityholders may sell their securities directly or through one or more underwriters
or broker-dealers. Please confirm your understanding that the retention by a selling stockholder of an underwriter would constitute a
material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item
512(a)(1)(iii) of Regulation S-K.

 Response: In response to the Staff’s comment, the Company advises the Staff that it understands that the
retention by a selling stockholder of an underwriter would constitute a material change to the Company’s plan of distribution requiring
the Company to file a post-effective amendment.

Condensed Consolidated Financial Statements

Note 7. Stock-based Compensation Expense

Determination of fair value of stock options, page F-20

 9. We continue to consider your letter dated July 31, 2024 and may have further comment(s).

    Response:

    In response to the Staff’s oral comments on a telephone call
on August 7, 2024, and a follow-up telephone call on August 8, 2024, the Company provides the following responses. The Company advises
the Staff that the following responses should be reviewed in conjunction with the Company’s prior correspondence on this matter
dated July 31, 2024 and the Company’s independent common stock valuation reports prepared by Carta Valuations LLC as of September
30, 2023, December 31, 2023 and March 31, 2024 included confidentially herewith (“Carta Valuations”). In the below comparisons,
the Company has focused on the most recent valuation periods of December 31, 2023 and March 31, 2024 as being most relevant to the Company’s
IPO activities. The information provided in the Carta Valuations, or referenced herein based on the Carta Valuations, are indicative of
the information at the time of the valuation and may not be the same information as presented in the Form S-1 as submitted.

      Because
of the commercially sensitive nature of the information contained within this response and within the Carta Valuations, this submission
is accompanied by the Company’s request for confidential treatment of selected portions of this letter pursuant to Rule 83 of the
Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83 and the Freedom of Information Act.

Request:
For the referenced periods, provide a detailed analysis of factors that underly the differences in the fully marketable per share company
value in each of the going concern and the IPO scenarios. Describe the assumptions that differ between the scenarios and explain how they
resulted in quantifiable differences in the valuations.

Response: In
determining the December 31, 2023 and March 31, 2024 valuations, the Company used a hybrid method of the Going Concern (OPM) and IPO
(common stock equivalent) scenarios. The hybrid method was determined to be the appropriate method to model various exit scenarios
for purposes of valuing the Company’s common stock because of the stage of development of the Company and the expected timing
of an IPO, factoring in the inherent uncertainty associated with being able to complete the IPO. The resulting estimated fair value
of the Company’s common stock as of December 31, 2023 and March 31, 2024 was *****
and ***** per share, respectively, on a non-marketable, minority basis. The key
drivers in the fair values determined included the following:

Securities and Exchange Commission

August 9, 2024

Page 4

    December 31, 2023
    March 31, 2024

    The Company achieved $42.3 million in revenue in the last twelve months, representing 18.2% growth when compared to the prior twelve months revenue of $35.8 million;
    The Company achieved $43.6 million in revenue in the last twelve months, representing 17.3% growth when compared to the prior twelve months revenue of $37.1 million;

    The Company expected to exit via IPO as early as September 2024, depending on market conditions;
    The
    Company had filed two DRS amendments based on SEC comments in March 2024 and an annual audit and SEC comments were expected in early
    May 2024; and

    The
    Company had not selected a banker, but based on continued discussions, the Company expected an enterprise value of approximately
    ***** million; and

    The
    Company engaged Roth Capital Partners as its lead underwriter for the planned IPO, with a target listing by mid-August and
    the Company submitted its Nasdaq Application. The expected enterprise value remained at approximately ***** million;

    The Company converted approximately $128.6 million its existing NCNV Preferred shares and outstanding venture debt to NCNV Series 1, 2, and 3. These shares only convert in case of an IPO, otherwise they were treated as debt.

In
summary,  the Board determined the fair market value for each of the valuation dates was as follows. The footnote references (1)
 – (4) provide further details to each line item and correspond to the Staff’s other requests as provided herein.

    December 31, 2023
    March 31, 2024

    Going

 Concern

    IPO
    Going

 Concern

    IPO

    Company Equity Value ($ Millions)(1) (2)
     *****
     *****
     *****
     *****

    Common Value per Share

    Shares
      174,265
      28,236,741
      174,077
      30,659,169

    Fully Marketable Value (1) (2)
     *****
     *****
     *****
     *****

    DLOM (3)
      35.0 %
      25.0 %
      35.0 %
      18.0 %

    Non-marketable Fair Value
     *****
     *****
     *****
     *****

    PWERM Weighting (4)
      50.0 %
      50.0 %
      40.0 %
      60.0 %

    Concluded Fair Market Value
     *****
     *****

(1)
Company Equity Value - Going Concern

Company Equity value was determined as summarized below and
as more fully described in the GUIDELINE PUBLIC COMPANY METHOD CONCLUSION section (pages 12 – 17) of
the Carta Valuations, submitted herewith.

Securities and Exchange Commission

August 9, 2024

Page 5

· Multiples selection - In selecting multiples, consideration was given to the Company’s performance relative to its prior
expectations and to its size, growth and margins in conjunction with other quantitative and qualitative factors. As of the Valuation Dates,
the Company’s historical revenue growth was high in the range implied by the guideline companies. Additionally, management indicated
that the Company had performed well against forecasts in place as of the previous Valuation Date.

However, the Company's forecasted growth was
low in the range of the guideline companies. The Company ranked below industry comparables in terms of size, profitability and other key
operating metrics, and continued to generate significant operating losses, indicating a higher risk profile compared to publicly traded
comparable companies.

Given these factors, multiples between the
25th and median of the range were considered reasonable and applied to CY 2024 and CY 2025 revenue.

· Weighting - The Company had generally achieved its forecast targets and had anticipated
                                                                                                 meeting expectations for the then-coming year. In addition, the Company assumed that investors are generally more interested in the
                                                                                                 future performance of an investment than they are in historic performance. Consequently, full weighting was applied to
                                                                                                 forward-looking multiples.

    12/31/2023 (a)
    03/31/2024 (a)

    ($ Millions)
    Metric
    Multiple
    Weighting
    Weighted

 Value
    Metric
    Multiple
    Weighting
    Weighted

 Value

    2024 Revenue
    $ *****
      *****
      100 %
    $ *****
     *****
      *****
      50 %
    *****

    2025 Revenue

     *****
      *****
      50 %
    *****

    Business enterprise value

    $ *****

    *****

    Plus: Cash and cash equivalents

     *****

    *****

    Market value of invested capital

     *****

    *****

    Less: Interest-bearing liabilities (b)

     *****

    *****

    Equity value (rounded)

     *****

    *****

(a)
Carta Valuations pages 16 and 17, as of 12/31/23 and 03/31/24, respectively.

(b)
Includes NCNV Preferred Stock liquidation value.

Securities and Exchange Commission

August 9, 2024

Page 6

Request:
For the referenced periods, show how the number of shares used for the fully marketable value per common share amounts were calculated
and reconcile the amounts used in the going concern and the IPO scenarios as of each of the dates.

Response:

(2)
Company Equity Value (IPO) and Fully Marketable Value (Going Concern and IPO)

A. Going Concern

The Going Concern
scenario assumed an equity valuation determined by the OPM which was used to determine the value of each class of the Company’s
capital stock and a back-solve method based on a probability-weighted price of the preferred stock tied to its initial issuance price.
To calculate the estimated fair market value of the Company’s common stock, the Black-Scholes method was used, requiring a series
of variables, including the equity value of the Company, time to liquidity event, risk-free rate and volatility. For each valuation, the
Company used:

    December 31, 2023
    March 31, 2024

    An implied company equity value of approximately;
    *****
    *****

    A probability weighted time to exit after accounting for the Company’s approximation of the time it would take the Company to exit of;
    2.00 years
    2.00 years

    A risk-free interest rate based on the yield of U.S. Treasury bonds as of the valuation date, a maturity which closely approximated the forecasted liquidity horizon of the Company, of; and
    4.23%
    4.59%

    An estimate for expected volatility based on an

August 2, 2024
Paul Kellenberger
Chief Executive Officer
zSpace, Inc.
55 Nicholson Lane
San Jose, CA 95134
Re:zSpace, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed July 22, 2024
File No. 333-280427
Dear Paul Kellenberger:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 5, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed July 22, 2024
Cover Page
1.Please disclose in the bolded header on the cover page that the selling shareholders
are offering 2,219,970 shares of common stock.
Prospectus Summary
Recent Developments and Recent Results, page 6
2.Please revise to include a preliminary net income or loss amount or a range of net income
or loss in order to balance the preliminary revenue information presented. Also, revise to
explain why the information provided is preliminary.

August 2, 2024
Page 2
Summary Financial Data
Consolidated Statements of Operations, page 14
3.You disclose in note (1) that unaudited pro forma as adjusted basic and diluted net loss
per share were computed to give effect to the issuance of 3,000,000 shares of your
common stock in this offering however, you do not appear to have included such shares in
the denominator. Please revise as necessary.
4.Please tell us whether the numerator for pro forma as adjusted net loss per share contains
an adjustment to eliminate any interest expense associated with the notes that convert
into your common stock upon an IPO. If such adjustment is not included please revise to
include or explain why it is not necessary.
Use of Proceeds, page 51
5.We note that you intend to use a portion of your net proceeds to expedite unfulfilled
orders, software development, and sales and marketing.  To the extent known, please
revise to disclose the approximate amount of proceeds you intend to allocate toward each
of the purposes identified in this section.
Capitalization, page 53
6.Please revise to include total debt liabilities in the calculation of total capitalization.
Dilution, page 54
7.Revise the second line-item in the dilution per share table to remove the words "pro
forma" as this line represents historical net tangible book value (deficit) as of March 31,
2024.
Selling Stockholders
Plan of Distribution for Selling Stockholder Shares, page 115
8.We note your disclosure that the selling securityholders may sell their securities directly
or through one or more underwriters or broker-dealers. Please confirm your understanding
that the retention by a selling stockholder of an underwriter would constitute a material
change to your plan of distribution requiring a post-effective amendment.  Refer to your
undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.
Condensed Consolidated Financial Statements
Note 7. Stock-based Compensation Expense
Determination of fair value of stock options, page F-20
9.We continue to consider your letter dated July 31, 2024 and may have further
comment(s).

August 2, 2024
Page 3
            Please contact Dave Edgar at 202-551-3459 or Chris Dietz at 202-551-3408 if you have
questions regarding comments on the financial statements and related matters. Please contact
Uwem Bassey at 202-551-3433 or Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:M. Ali Panjwani

CORRESP
1
filename1.htm

M. ALI PANJWANI

Partner

Direct Tel: 212-326-0820

Fax: 212-326-0806

ali.panjwani@pryorcashman.com

July 31, 2024

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

 Attention: Uwem Bassey

Jan Woo

Dave Edgar

Chris Dietz

Re: zSpace, Inc.

Amendment No. 1 to Registration Statement on Form S-1 (the “Registration
Statement”)

Filed on July 22, 2024

File No. 333-280427

Ladies and Gentlemen:

On behalf of our client,
zSpace, Inc. (the “Company”), we are responding to the oral comment of Ms. Dietz of the Staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) from a phone conversation on July 29, 2024, in
which Ms. Dietz expressed there may be a further review of the difference between the Company’s March 5, 2024 valuation of *****
per share of its common stock pursuant to its equity grants and the estimated price range of the Company’s initial public
offering (“IPO”) of ***** per share.

Because of the commercially
sensitive nature of the information contained herein, this submission is accompanied by the Company’s request for confidential
treatment of selected portions of this letter pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R.
 § 200.83 and the Freedom of Information Act.

Price Range

The Company advises the Staff
that, on July 22, 2024, representatives of Roth Capital Partners, the lead underwriter for the Company’s IPO, and Craig-Hallum
Capital Group (the “Joint Managers”), recommended a preliminary price range of $***** for the IPO (“Price Range”), resulting in a midpoint of the Price Range of *****per share (the “Midpoint Price”) . The Price Range has been estimated based on a number of factors,
including the progress of the developments in the Company’s business, input received from the Company’s “testing the
waters meetings,” current market conditions, and input received from representatives of the Joint Managers based on quantitative
and non-quantitative factors.

This Price Range does not
take into account the current lack of liquidity for the Company’s common stock and assumes a successful IPO with no weighting attributed
to any other outcome for the Company’s business, such as remaining a privately held company or being sold in an acquisition transaction.
As is typical for IPOs, the Price Range was not derived using a formal determination of fair value but was determined as a result of
discussions among representatives of the Company and the Joint Managers. During these discussions, the parties considered quantitative
factors, as well as non-quantitative factors, such as the valuations of recently completed public offerings and evaluating those issuers’
respective stages of development as compared to the Company, the current valuations of public companies at a similar stage of development
as compared to the Company, and recent market conditions.

Equity Grants and Common Stock Valuation

As stated in the Registration
Statement, the Company has granted stock-based awards consisting of stock options to its employees and directors.

Securities and Exchange Commission

July 31, 2024

Page 2

The Company measures stock-based
awards granted to employees and directors based on their estimated fair value on the date of grant and recognizes compensation expense
for those awards over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company
issues stock options and restricted stock awards with service-based and performance-based vesting conditions and records the expense
for these awards using the straight-line method or upon completion of the performance condition.

The Registration Statement
describes the Company’s use of the Black-Scholes option-pricing model (“Black-Scholes”) for the purpose
of calculating the estimated grant date fair value of the stock options. The Company’s board of directors (the “Board”),
with input from management, determined the estimated fair value per share of the Company’s common stock to be as follows:

    Valuation

    As of Date

    Valuation

     Issue Date

    Estimated
    Fair Value

    Per Share of Common

    Stock Underlying Option

    Grants(1)

    Valuation Method

    March 31, 2022

    August
    25, 2022

    *****

    Hybrid
    of OPM / Reverse Merger Scenario

    December 31, 2022

    April 12, 2023

    *****

    Hybrid of OPM
    / Reverse Merger Scenario

    September 30, 2023

    January 24, 2024

    *****

    Hybrid of OPM
    / IPO

    December 31, 2023

    February 7, 2024

    *****

    Hybrid of OPM
    / IPO

    March 31,  2024

    June 17, 2024
    (Draft)

    *****

    Hybrid of OPM
    / IPO

1March
31, 2022, December 31, 2022 and September 30, 2023 adjusted for 75:1 reverse stock split on December 29, 2023

These estimated fair values
per share of common stock were determined by the Board after considering valuation reports from an independent third-party valuation
specialist, Carta Valuations, LLC (“Carta”) , as well as other objective and subjective factors as appropriate,
including the Company’s business activities and product development and programs, the Company’s cash burn and cash balances,
the value of public companies with similar profiles to the Company, the likelihood of achieving a liquidity event, the issuance of preferred
stock and the rights, preferences and privileges of preferred stock as compared to common stock and the other factors described below.
Set forth below in this letter is a discussion of each valuation and equity grant date since September 1, 2022, along with a comparison
of the estimated fair value of the Company’s common stock.

    Grant
    Date
    Vesting Terms
    Number
    of

    Shares(1)
    Exercise
    Price per

    Share(1)
    Estimated
    Fair

    Value per Share on

    Grant Date(1)

    September
    5, 2022
    Service-based and Performance-based
      *****
    *****
    *****

    December 9, 2022
    Service-based and Performance-based
      *****
    *****
    *****

    March 5, 2024
    Service-based Performance-based
      *****
    *****
    *****

    May 10, 2024
    Service-based
      *****
    *****
    *****

1March
31, 2022, December 31, 2022 and September 30, 2023 adjusted for 75:1 reverse stock split on December 29, 2023

In preparing the March 31,
2022 valuation, the Company determined its enterprise value using the option pricing model (“OPM”). Because
of the Company’s stage of development and other relevant factors, the Company believed that OPM was the appropriate method for
valuing the Company’s common stock. The resulting estimated fair value of the Company’s common stock was $*****per share on a non-marketable, minority basis.

Securities and Exchange Commission

July 31, 2024

Page 3

March 31, 2022 and December 31, 2022 Valuations

In determining the March
31, 2022 and December 31, 2022 valuations, the Company used a hybrid method of the Going Concern (OPM) and the Reverse Merger scenarios.
The hybrid method was determined to be the appropriate method to model various exit scenarios for purposes of valuing the Company’s
common stock because of the stage of development of the Company and the expected timing of the consummation of the Company’s reverse
merger into a SPAC, factoring in the inherent uncertainty associated with being able to complete the reverse merger. The resulting estimated
fair value of the Company’s common stock as of March 31, 2022 and December 31, 2022 was $*****and $4.50 per share, respectively, on a non-marketable, minority basis. The key drivers in the determinations included the following:

    March
    31, 2022
    December
    31, 2022

    The
    Company exceeded its FY 2021 sales targets, as measured by closed orders. Due to supply chain disruptions, revenue was 90% of plan.
    Backorders were over $11.0 million at December 31, 2021.
    Company
    had performed strongly over FY 2022. Management was forecasting FY 2022 revenue of $*****  million with actual revenue coming in at
    $*****  million, a beat of ~10%.

    Gross
    margin and operating expense improvements led to a reduction in operating loss, when not including supply chain and resulting COVID
    impacted product end-of-life non-recurring expenditures.
    EBITDA
    loss was smaller than expected with EBITDA expected to be -$9.5M million with actual EBITDA coming in at ($8.2) million.

    The
    Company signed a semi-exclusive distribution and technology partnership with a major PC OEM in December 2021, where the PC OEM and
    zSpace combine their products to deliver an auto-stereoscopic laptop to the world-wide education market.
    Management
    forecasted $***** million in revenue / EBITDA for FY 2023.

    With
    its return to growth post the COVID impacts in 2020 and early 2021, the Company moved aggressively to implement a program for going
    public in 2022.
    The
    forecast provided assumed the deSPAC underway was completed.

    The
    Company signed an LOI with a SPAC to complete the deSPAC process and list by December 2022. The transaction would value the Company's
    enterprise value at $***** million, inclusive of a $*****million earn-out provision, but exclusive of 1 million warrants to be issued to the current shareholders with an exercise
    price of $***** per share.
    The
    Company had ~$4.1 million of cash on hand, as well as $48.3 million of debt obligations.  Approximately, $67.01 million of debt
    converted into a "Non-Convertible/Voting" preferred share class, as a consideration made by certain investors in order
    to facilitate the deSPAC transaction.

In the March 31, 2022 and
December 31, 2022 valuations, the hybrid and probability-weighted expected return method (“PWERM”) was used
to address two scenarios: Going Concern and a Reverse Merger / deSPAC scenario. The following probability weights were assigned to the
scenarios at each valuation date.

    March
    31, 2022
    December
    31, 2022

    Going Concern – 50%

    Reverse Merger – 50%

    Going Concern – 60%

    Reverse Merger – 40%

The relative probability
of each type of future event scenario was based on an analysis of market conditions at the time, including then-current initial public
offering valuations of similarly situated companies, and expectations as to the timing and likely prospects of such scenarios.

The Going Concern scenario
assumed an equity valuation determined by the OPM which was used to determine the value of each class of the Company’s capital
stock and a back-solve method based on a probability-weighted price of the preferred stock tied to its initial issuance price. To calculate
the estimated fair market value of the Company’s common stock, the Black-Scholes method was used, requiring a series of variables,
including the equity value of the Company, time to liquidity event, risk-free rate and volatility. For each valuation, the Company used:

    March
    31, 2022

    December
    31, 2022

    an implied
    equity value of approximately

    $***** million

    $***** million

    a probability weighted time to exit after accounting for the Company’s approximation
    of the time it would take the Company to exit of;

    2.00 years

    2.00 years

    a risk-free interest rate based on the yield of U.S. Treasury bonds as
    of the valuation date, a maturity which closely approximated the forecasted liquidity horizon of the Company, of; and

    2.28
    %

    4.41
    %

    an estimate
    for expected volatility based on an analysis of the historical volatility of guideline public companies and factors specific to the
    Company.

    77.00
    %

    80.00
    %

Securities and Exchange Commission

July 31, 2024

Page 4

The following discounts for
lack of marketability (“DLOM”) were applied to the March 31, 2022 and December 31, 2022 valuations. The DLOMs used for all
scenarios reflected the Company’s then-current estimates of the time to a liquidity event.

    Going
    Concern
    Reverse
    Merger

    DLOM
      35.0 %
      30.0 %

September 6, 2022 and December 9, 2022 Grants

At September 6, 2022 and
December 9, 2022, the Board determined that the estimated fair value of the Company’s common stock was $*****per share based on the valuation analysis as of March 31, 2022 and, and other objective and subjective factors as appropriate,
including increased complexity of the reverse merger terms and overall volatility in the stock markets, and in the SPAC sector in particular.
As part of this determination, the Board concluded that no significant internal or external value-affecting events had taken place between
the March 31, 2022 valuation date and the grant dates that were not already reflected in the March 31, 2022 valuation.

On
June 21, 2023, as more fully described in the Registration Statement, the reverse merger transaction
was terminated by the other party to the transaction. As a result, in accordance with the terms of the applicable option agreements,
the performance based options terminated.

September 30, 2023, December 31, 2023 and March 31, 2024 Valuations

In determining the September
30, 2023 and December 31, 2023 and March 31, 2024 valuations, the Company used a hybrid method of the Going Concern (OPM) and IPO (common
stock equivalent) scenarios. Again, the hybrid method was determined to be the appropriate method to model various exit scenarios for
purposes of valuing the Company’s common stock because of the stage of development of the Company and the expected timing of an
IPO, factoring in the inherent uncertainty associated with being able to complete the IPO. The resulting estimated fair value of the
Company’s common stock as of September 30, 2023 and December 31, 2023 and March 31, 2024 was *****,
$***** and $***** per share, respectively, on
a non-marketable, minority basis. The key drivers in the fair values determined included the following:

    September
    30, 2023
    December
    31, 2023
    March
    31, 2024

    The
    Company achieved $44.7 million in revenue in the last twelve months, representing 50.3% growth when compared to the prior twelve
    months revenue of $29.2 million;
    The
    Company achieved $42.3 million in revenue in the last twelve months, representing 18.2% growth when compared to the prior twelve
    months revenue of $35.8 million;
    The
    Company achieved $43.6 million in revenue in the last twelve months, representing 17.3% growth when compared to the prior twelve
    months revenue of $37.1 million;

    The
    Company entered into manufacturing supply arrangement with a new partner to deliver additional laptop products beginning in early
    2024;

    The
    Company gained board approval to move forward via the IPO route, and agreed on its 2023 audit schedule for S-1 financials, with the
    S-1 expected to be filed in early February 2024; and
    The
    Company expected to exit via IPO as early as September 2024, depending on market conditions;
    The
    Company had filed two DRS amendments based on SEC comments in March 2024 and an annual audit bring-up and SEC Comments were expected
    in early May 2024;

    From
    early discussions with bankers, the Company expected an enterprise value of approximately $*****million.
    The
    Company had not selected a banker, but based on continued discussions, the Company expected an enterprise value of approximately
    $***** million; and
    The Company
    engaged Roth Capital Partners as its lead underwriter for the planned IPO, with a target listing by mid-August and the Company submitted
    its Nasdaq Application. The expected enterprise value remained at approximately $*****
    million ; and

    The
    Company converted approximately $***** million its existing NCNV Preferred shares and
    outstanding venture debt to NCNV Series 1,

CORRESP
1
filename1.htm

M. ALI PANJWANI

Partner

Direct Tel: 212-326-0820

Fax: 212-326-0806

ali.panjwani@pryorcashman.com

July 22, 2024

Via Edgar

Uwem Bassey

Jan Woo

Dave Edgar

Chris Dietz

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: zSpace, Inc.

    Registration Statement on Form S-1

    Submitted June 24, 2024

    CIK No. 0001637147

    File No. 333-280427

Ladies and Gentlemen:

On behalf of our client, zSpace,
Inc., a Delaware corporation (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933,
as amended (the “Securities Act”), and the rules promulgated thereunder, we hereby submit in electronic form the accompanying
Registration Statement on Form S-1 of the Company (the “Form S-1”), marked to indicate changes from the Registration Statement
on Form S-1 that was filed with the Securities and Exchange Commission (the “Commission”) on June 24, 2024.

The Form S-1 reflects the
responses of the Company to comments received from the Staff of the Commission (the “Staff”) in a letter dated July 5, 2024
(the “Comment Letter”). The discussion below is presented in the order of the numbered comments in the Comment Letter. Certain
capitalized terms set forth in this letter are used as defined in the Form S-1. For your convenience, references in the responses to page
numbers are to the marked version of the Form S-1 and to the prospectus included therein.

The Company has asked us to
convey the following responses to the Staff:

Registration Statement on Form S-1 filed
June 24, 2024

Summary Financial Date, page 13

 1. We note your revised disclosures
                                            in response to prior comment 2. As previously requested, please revise pro forma net loss
                                            per common share to reflect the conversion of preferred stock and convertible notes into
                                            common shares in connection with the IPO. Further, revise footnote (1) to indicate that net
                                            loss per common share reflects the amounts converted from debt into common shares as opposed
                                            to convertible preferred stock.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 14-15 of the
Form S-1.

Securities and Exchange Commission

July 22, 2024

Page 2

 2. Revise to remove the Pro Forma and Pro forma as Adjusted balance sheet information as of December 31,
2023. In this regard, pro forma balance sheet information should only be provided for the most recent balance sheet included in the filing.
Refer to Article 11-02(c)(1) of Regulation S-X.

 Response: In response to the Staff’s comment, the Company has revised to include only the Pro Forma and Pro
Forma as Adjusted balance sheet information as of March 31, 2024 on pages 15, 53-54 on the Form S-1/A.

 3. We note your adjustments here and on page 51 giving effect to the stock-based compensation expense
associated with stock options for which the service-based vesting condition was satisfied or partially satisfied as of March 31, 2024.
Please explain what this represents and why a pro forma adjustment has been included. In this regard, only stock options that vest at
the time of the IPO would be adjusted in the pro forma information. Please advise or revise here and in the Capitalization table.

 Response: In response to the Staff’s comment, the Company advises the Staff that the accounting for the hybrid
performance and service based conditioned stock options did not create stock-based compensation expense at the time of the IPO. As a result,
the Company has revised the Pro Forma as Adjusted information and disclosures on pages 15,  53-54 of the Form S-1/A.

Condensed Consolidated Financial Statements

Note 7. Stock-based Compensation Expense,
page F-20

 4. We note that in March 2024, you granted 5,028,756 stock options with a grant date fair value of $1.61,
and a total fair value of $8.096,298. Please reconcile the total grant date fair value of these options with the stock-based compensation
recognized during the period, together with the unrecognized stock-compensation expense as of March 31, 2024 disclosed on page F-22 and
revise your disclosures as necessary.

 Response: In response to the Staff’s comment, the Company provides the following reconciliation of total grant
date fair value with recognized and unrecognized stock-based compensation and has revised the disclosure on page F-22 of the Form S-1/A
accordingly.

    Shares
    Service Based
    Performance

 Based
    Total
    As Reported
    As Corrected

    Total fair value as reported
      5,028,756
    $ 7,562
    $ 534
    $ 8,096
    $ 8,096
    $ 8,096

    Recognized SBC for stock options with service conditioned vesting
      (4,701,425 )
    $ (7,254 )

    $ (7,254 )
    $ (7,254 )
    $ (7,254 )

    Total unrecognized SBC
      (327,331 )
    $ (308 )
    $ (534 )
    $ (842 )

    Unrecognized SBC as reported

    $ 308
    $ 25
    $ 333
    $ (333 )
    $ (333 )

    Difference, unrecognized SBC

    $ -
    $ (509 )
    $ (509 )
    $ -
    $ (509 )

    Unrecognized SBC as corrected and reported

    $ (842 )

Securities and Exchange Commission

July 22, 2024

Page 3

Consolidated
Financial Statements

Note 7. Stock-based
Compensation Expense, page F-53

 5. In your response to prior comment 3, you indicate that there was an error in the weighted average exercise
price of options granted in 2022. However, the table on page F-55 continues to include a weighted average exercise price of $1.66 as opposed
to $0.53. Please revise your disclosure here and on page II-2 accordingly.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on page F-56 of the Form
S-1/A.

*       *       *

Securities and Exchange Commission

July 22, 2024

Page 4

As it is the goal of the Company
to have the Form S-1 declared effective as soon as possible, the Company would greatly appreciate the Staff’s review of the Form
S-1 as promptly as practicable. If the Staff has any questions with respect to the foregoing, please contact the undersigned at (212)
326-0820.

    Very truly yours,

    /s/M. Ali Panjwani

    M. Ali Panjwani

    cc:
    Mr. Paul Kellenberger

    zSpace, Inc.

July 5, 2024
Paul Kellenberger
Chief Executive Officer
zSpace, Inc.
55 Nicholson Lane
San Jose, CA 95134
Re:zSpace, Inc.
Registration Statement on Form S-1
Filed June 24, 2024
File No. 333-280427
Dear Paul Kellenberger:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our May 24, 2024 letter.
Registration Statement on Form S-1 filed June 24, 2024
Summary Financial Data, page 13
1.We note your revised disclosures in response to prior comment 2. As previously
requested, please revise pro forma net loss per common share to reflect the conversion of
preferred stock and convertible notes into common shares in connection with the IPO.
Further, revise footnote (1) to indicate that net loss per common share reflects the
amounts converted from debt into common shares as opposed to convertible preferred
stock.
2.Revise to remove the Pro Forma and Pro forma as Adjusted balance sheet information as
of December 31, 2023. In this regard, pro forma balance sheet information should only be
provided for the most recent balance sheet included in the filing. Refer to Article 11-
02(c)(1) of Regulation S-X.
We note your adjustments here and on page 51 giving effect to the stock-based
compensation expense associated with stock options for which the service-based vesting 3.

July 5, 2024
Page 2
condition was satisfied or partially satisfied as of March 31, 2024. Please explain what
this represents and why a pro forma adjustment has been included. In this regard, only
stock options that vest at the time of the IPO would be adjusted in the pro forma
information. Please advise or revise here and in the Capitalization table.
Condensed Consolidated Financial Statements
Note 7. Stock-based Compensation Expense, page F-20
4.We note that in March 2024, you granted 5,028,756 stock options with a grant date
fair value of $1.61, and a total fair value of $8.096,298. Please reconcile the total grant
date fair value of these options with the stock-based compensation recognized during the
period, together with the unrecognized stock-compensation expense as of March 31, 2024
disclosed on page F-22, and revise your disclosures as necessary.
Consolidated Financial Statements
Note 7. Stock-based Compensation Expense, page F-53
5.In your response to prior comment 3, you indicate that there was an error in the weighted
average exercise price of options granted in 2022. However, the table on page F-55
continues to include a weighted average exercise price of $1.66 as opposed to $0.53.
Please revise your disclosure here and on page II-2 accordingly.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Dave Edgar at 202-551-3459 or Chris Dietz at 202-551-3408 if you have
questions regarding comments on the financial statements and related matters. Please contact
Uwem Bassey at 202-551-3433 or Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:M. Ali Panjwani

CORRESP
1
filename1.htm

M. ALI PANJWANI

Partner

Direct Tel: 212-326-0820

Fax: 212-326-0806

ali.panjwani@pryorcashman.com

June 21, 2024

Via Edgar

Uwem Bassey

Jan Woo

Dave Edgar

Chris Dietz

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    zSpace, Inc.

    Amendment No. 3 to Draft Registration
    Statement on Form S-1

    Submitted May 13, 2024

    CIK No. 0001637147

Ladies and Gentlemen:

On behalf of our client, zSpace, Inc., a Delaware
corporation (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933, as amended (the
 “Securities Act”), and the rules promulgated thereunder, we hereby submit in electronic form the accompanying Registration
Statement on Form S-1 of the Company (the “Form S-1”), marked to indicate changes from Amendment No. 3 to the
Draft Registration Statement on Form S-1 that was filed with the Securities and Exchange Commission (the “Commission”)
on May 13, 2024.

The Form S-1 reflects the responses of the
Company to comments received from the Staff of the Commission (the “Staff”) in a letter dated May 24, 2024 (the “Comment
Letter”). The discussion below is presented in the order of the numbered comments in the Comment Letter. Certain capitalized terms
set forth in this letter are used as defined in the Form S-1. For your convenience, references in the responses to page numbers
are to the marked version of the Form S-1 and to the prospectus included therein.

The Company has asked us to convey the following
responses to the Staff:

Amendment No. 3 to Draft Registration Statement on Form S-1
submitted on May 13, 2024

Summary Financial Date, page 12

 1. As the performance conditioned stock options have been forfeited, please explain why your pro forma financial information and capitalization
table continue to disclose a pro forma adjustment for stock-based compensation expense associated with stock options for which the service-based
vesting condition was satisfied or partially satisfied as of December 31, 2023, and the performance event-based vesting condition
that will be satisfied in connection with this offering. Please revise your disclosures as necessary.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on page 13 in the SUMMARY FINANCIAL DATA section
and on page 50 of the CAPITALIZATION section of the Form S-1 to reflect the removal of the performance event-based grants that
were forfeited..

Securities and Exchange Commission

June 21, 2024

Page 2

 2. We note on page F-36 that the KIA loan was converted to NCNV preferred stock in January 2024 which will convert into common
shares in connection with the IPO. You also disclose that in March 2024 you obtained additional convertible debt that will also convert
into common shares in connection with the IPO. Please revise pro forma net loss per common share, the pro forma balance sheet, as well
your capitalization table and dilution disclosures to reflect these transactions. Also, revise your disclosures in footnote 1 on page 12
to indicate that net loss per common share reflects the amounts converted from debt into common shares as opposed to convertible preferred
stock.

 Response: In response to the Staff’s comment, the Company has revised the disclosures in the following sections, including footnotes as
applicable, of the Form S-1 to address the conversion of the NCNV preferred stock.

    Section
    Pages

    THE OFFERING
    11 – 12

    SUMMARY FINANCIAL DATA
    13

    CAPITALIZATION
    51 – 52

    CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
    102

    PRINCIPAL STOCKHOLDERS
    107 – 109

    DESCRIPTION OF CAPITAL STOCK
    110

Securities and Exchange Commission

June 21, 2024

Page 3

Consolidated Financial Statement

Note 7. Stock-based Compensation
Expense, page F-29

 3. We note your revised disclosures in response to prior comment 4. We are unable to recalculate the $0.27 weighted average grant
date fair value of options granted in 2022 using the Black-Scholes inputs you disclose on page F-30. Please explain to us in your
response how you determined a fair value of $0.27 and provide us with each of the specific inputs used in the Black Scholes calculation
for the 2022 grants.

 Response: In response to the Staff’s comment, the Company acknowledges that there is an error in the reported Weighted Average Exercise
Price in the table on page F-30. The correct price is $0.53. Below is the calculation for the fair value of $0.27 of the options
granted in 2022. Accordingly, the Company has adjusted its disclosure in Note 7.

Black-Scholes Option Value

    FMV
    $ 0.53

    Exercise Price
    $ 0.53

    Expected Term (years)
      5.37

    Volatility
      54 %

    Quarterly Dividend Rate
      0 %

    Interest Rate
      2.8 %

    Option
    Value
    $ 0.27

 4. You disclose in the table on page F-31 that all of the performance conditioned vesting stock options granted in 2022 were
forfeited in 2023. Please tell us and revise to disclose what led to the forfeitures in 2023 and tell us whether these stock options were
replaced with new stock options.

Response:	     In
response to the Staff’s comment, the Company advises the Staff that the performance conditioned options granted in 2022 were forfeited
in 2023 due to the termination of the event-based performance condition. These options required that the EdtechX merger transaction (the
event-based performance condition) be consummated prior to the time the optionee’s service with the Company terminates. No options
would vest if the performance condition was not met. As disclosed in various sections of the Form S-1, on
 “May 16, 2022, we entered into a merger agreement (the “EdtechX Merger Agreement”) with EdtechX Holdings Acquisition
Corp II (“EdtechX”), a Special Purpose Acquisition Company. Subsequently, on June 21, 2023, the EdtechX Merger Agreement
was terminated by EdtechX.”  This forfeiture has been further disclosed in Note 7 to the CONSOLIDATED
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022.In March 2024, the Company granted employees
and members of the Board of Directors stock options to purchase a total of 5,028,756 shares of common stock. The stock options have varying
vesting periods ranging from immediate at time of the grant to three years from grant date or service start date, are exercisable at $2.57
per share and have an expiration period of 10 years. These options are included in Note 7 to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2024 AND DECEMBER 31, 2023 AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023.

Securities and Exchange Commission

June 21, 2024

Page 4

Note 14. Subsequent Events, page F-36`

 5. We note that in April 2024, you granted stock options to purchase a total of 5,028,756 common shares, which have varying vesting
periods ranging from immediate at time of the grant to three years from grant date or service start date. Please tell us the weighted
average grant date fair value of these options, the fair value of the underlying common stock, each of the Black-Scholes inputs used in
your valuations, and whether such awards contain a performance condition based on an IPO. Also, revise to disclose the amount of estimated
stock-based compensation expense that will impact your future financial statements. Refer to ASC 855-10-50-2(b).

Response:	     In
response to the Staff’s comment, the Company has provided CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2024 AND DECEMBER 31, 2023 AND FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023 in the Form S-1 beginning
on page F-6 that includes the requested information in Note 7. Please note that the prior
draft of Note 7 incorrectly stated the grant date as April 2024. The correct date was March 2024.

*       *       *

Securities and Exchange Commission

June 21, 2024

Page 5

As it is the goal of the Company to have the Form S-1
declared effective as soon as possible, the Company would greatly appreciate the Staff’s review of the Form S-1 as promptly
as practicable. If the Staff has any questions with respect to the foregoing, please contact the undersigned at (212) 326-0820.

    Very truly yours,

    /s/ M. Ali
    Panjwani

    M. Ali Panjwani

    cc:
    Mr. Paul Kellenberger

    zSpace, Inc.

United States securities and exchange commission logo
May 24, 2024
Paul Kellenberger
Chief Executive Officer
zSpace, Inc.
55 Nicholson Lane
San Jose, CA 95134
Re:zSpace, Inc.
Amendment No. 3 to Draft Registration Statement on Form S-1
Submitted May 13, 2024
CIK No. 0001637147
Dear Paul Kellenberger:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
April 15, 2024 letter.
Amendment No. 3 to Draft Registration Statement submitted May 13, 2024
Summary Financial Data, page 12
1.As the performance conditioned stock options have been forfeited, please explain why
your pro forma financial information and capitalization table continue to disclose a
pro forma adjustment for stock-based compensation expense associated with stock
options for which the service-based vesting condition was satisfied or partially satisfied as
of December 31, 2023, and the performance event-based vesting condition that will be
satisfied in connection with this offering. Please revise your disclosures as necessary.
2.We note on page F-36 that the KIA loan was converted to NCNV preferred stock in
January 2024 which will convert into common shares in connection with the IPO. You
also disclose that in March 2024 you obtained additional convertible debt that will

 FirstName LastNamePaul Kellenberger
 Comapany NamezSpace, Inc.
 May 24, 2024 Page 2
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Paul Kellenberger
zSpace, Inc.
May 24, 2024
Page 2
also convert into common shares in connection with the IPO. Please revise pro forma net
loss per common share, the pro forma balance sheet, as well your capitalization table and
dilution disclosures to reflect these transactions. Also, revise your disclosures in footnote
1 on page 12 to indicate that net loss per common share reflects the amounts converted
from debt into common shares as opposed to convertible preferred stock.
Consolidated Financial Statements
Note 7. Stock-based Compensation Expense, page F-29
3.We note your revised disclosures in response to prior comment 4. We are unable to
recalculate the $0.27 weighted average grant date fair value of options granted in 2022
using the Black-Scholes inputs you disclose on page F-30. Please explain to us in your
response how you determined a fair value of $0.27 and provide us with each of the
specific inputs used in the Black Scholes calculation for the 2022 grants.
4.You disclose in the table on page F-31 that all of the performance conditioned vesting
stock options granted in 2022 were forfeited in 2023. Please tell us and revise to disclose
what led to the forfeitures in 2023 and tell us whether these stock options were replaced
with new stock options.
Note 14. Subsequent Events, page F-36
5.We note that in April 2024, you granted stock options to purchase a total of 5,028,756
common shares, which have varying vesting periods ranging from immediate at time of
the grant to three years from grant date or service start date. Please tell us the weighted
average grant date fair value of these options, the fair value of the underlying common
stock, each of the Black-Scholes inputs used in your valuations, and whether such awards
contain a performance condition based on an IPO. Also, revise to disclose the amount of
estimated stock-based compensation expense that will impact your future financial
statements. Refer to ASC 855-10-50-2(b).
            Please contact Dave Edgar at 202-551-3459 or Chris Dietz at 202-551-3408 if you have
questions regarding comments on the financial statements and related matters. Please contact
Uwem Bassey at 202-551-3433 or Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       M. Ali Panjwani

United States securities and exchange commission logo
April 15, 2024
Paul Kellenberger
Chief Executive Officer
zSpace, Inc.
65 Nicholson Lane
San Jose, CA 95134
Re:zSpace, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted April 1, 2024
CIK No. 0001637147
Dear Paul Kellenberger:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
March 11, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1 submitted April 1, 2024
Capitalization, page 51
1.We note your response to prior comment 10. Please revise to include an adjustment to
eliminate the interest expense and debt discount amortization on loans that were converted
into NCNV preferred stock as part of the recapitalization transaction. Include similar
adjustments to the pro forma consolidated balance sheet data on page 12.
Dilution, page 54
2.We note your response to prior comment 11. As previously requested, please revise to
exclude deferred offering costs from net tangible book value and net tangible book
value per share.

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 Comapany NamezSpace, Inc.
 April 15, 2024 Page 2
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Paul Kellenberger
zSpace, Inc.
April 15, 2024
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 60
3.Your response to prior comment 12 indicates that the inventory adjustments in 2022
related to inventory write-offs associated with product and component shortages due to
pandemic-related supply chain disruptions, which you do not expect to recur; however, it
appears that there will be similar inventory adjustments in 2023. As inventory write-offs
are a normal, recurring operating expense necessary to operate your business these
adjustments are inconsistent with Question 100.01 of the Non-GAAP C&DIs. Please
revise your non-GAAP measures to remove these adjustments.
Consolidated Financial Statements
Note 7. Stock-based Compensation Expense
Determination of fair value of stock options, page F-27
4.We note your responses to prior comments 20 and 21 and your revised disclosures. Please
tell us how you considered ASC 718-10-30-27 when determining your accounting.  In this
regard, we note that when you determined the expected term of the stock options with a
performance condition, you considered the contractual date of the performance condition
and that the volatility was determined over the estimated time to the liquidity event. ASC
718-10-30-27 indicates that performance conditions which affect vesting should not be
reflected in estimating the fair value of an award at the grant date. Please revise your
disclosures and the valuations of any stock options containing performance conditions
accordingly. Also, as previously requested in prior comment 20, tell us the fair value of
the underlying common stock for the options granted in 2022.
September 2022 Stock Option Issuance, page F-28
5.You disclose on page F-29 that you will begin recognizing expense related to the
September 2022 options upon the occurrence of a liquidity event and it appears that this
offering is a liquidity event. Please revise to disclose the amount of expense you will
record upon effectiveness of the offering.
            Please contact Dave Edgar at 202-551-3459 or Chris Dietz at 202-551-3408 if you have
questions regarding comments on the financial statements and related matters. Please contact
Uwem Bassey at 202-551-3433 or Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Evan Mendelsohn

United States securities and exchange commission logo
March 11, 2024
Paul Kellenberger
Chief Executive Officer
zSpace, Inc.
65 Nicholson Lane
San Jose, CA 95134
Re:zSpace, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted February 15, 2024
CIK No. 0001637147
Dear Paul Kellenberger:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted on February 15, 2024
Prospectus Summary, page 1
1.You discuss the total addressable market in several international regions but note
your disclosure elsewhere that your customer base is primarily in the United States.
Please disclose the percentage of revenue that you generate internationally and clarify
whether you have generated a material amount of revenue in any specific region or
country, including China.  In this regard, we note that you have included specific risk
factors regarding business activities in the PRC.
2.We note that in connection with this offering, each currently outstanding share of
preferred stock will convert into a number of shares of common stock.  Please disclose the
terms of the conversion in the prospectus summary and the effect of the conversion on
investors in this offering.

 FirstName LastNamePaul Kellenberger
 Comapany NamezSpace, Inc.
 March 11, 2024 Page 2
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Paul Kellenberger
zSpace, Inc.
March 11, 2024
Page 2
Summary Financial Data
Consolidated Statements of Operations, page 10
3.We note your placeholder for pro forma net loss per share. Please revise to explain the
nature of the adjustments to arrive at pro forma net loss per share and consider including a
reconciliation of the numerator and denominators. Confirm that you will include an
adjustment to pro forma net loss per share to eliminate the interest expense and debt
discount amortization on loans that were converted into NCNV preferred stock as part of
the recapitalization transaction. Also, confirm that the unrecognized stock-based
compensation expense for the September 2022 grant will be reflected in pro forma net loss
per share, as if it were recognized as of the beginning of the earliest period presented.
Consolidated Balance Sheet Data, page 11
4.Please revise to address the following:
•Footnote (1) indicates that the pro forma balance sheet gives effect the
recapitalization that occurred on December 30, 2023. Considering this transaction
will be reflected in the balance sheet as of December 31, 2023, revise to remove this
adjustment from footnote (1).
•In footnote (1) you disclose that the unrecognized stock-based compensation expense
to be recorded in connection with the offering will result in a decrease in additional
paid in capital. Please explain to us why recording the stock compensation expense
results in a decrease in additional paid in capital rather than an increase.
•We note that note (2) is included in the pro forma column header; however, the
description refers to the pro forma as adjusted column. Please revise accordingly and
ensure your presentation is consistent with your presentation in the capitalization
table on page 51.
•Revise to include the conversion of the Series A preferred stock into common stock
in the pro forma column.
•Lastly, consider revising to include line items for common stock and preferred stock
in the pro forma balance sheet.
Risk Factors, page 13
5.Please include risk factor disclosure that discusses the effect, risks and uncertainties of
being designated a controlled company, including but not limited to, the result that you
may elect not to comply with certain corporate governance requirements.
6.Please add a risk factor regarding the reliance on a limited number of significant
customers.  We note that you had one customers that accounted for 16% of your total
revenue in 2022.  Disclose the terms of any material agreements with your significant
customer, including term and termination provisions.

 FirstName LastNamePaul Kellenberger
 Comapany NamezSpace, Inc.
 March 11, 2024 Page 3
 FirstName LastName
Paul Kellenberger
zSpace, Inc.
March 11, 2024
Page 3
We have a history of net losses..., page 13
7.Please disclose that the auditors have raised substantial doubt about the company's ability
to continue as a going concern based on recurring losses from operations, negative cash
flows from operations, non-compliance with certain debt covenants and has a net working
capital deficiency.
We were involved in a SPAC transaction that was terminated..., page 17
8.In connection with the termination of the merger agreement with EdtechX Holdings
Acquisition Corp., you state that EdtechX is alleging certain breaches.  Please discuss the
nature of the allegations against the company.
Risks Related to Financial and Accounting Matters
We have identified material weaknesses in our internal control over financial reporting..., page
25
9.We note your material weakness in internal control over financial reporting. Revise to
disclose how long you estimate it will take to complete your plan and any associated
material costs that you have incurred, or expect to incur.
Capitalization, page 51
10.Please revise to include a pro forma adjustment for the stock-based compensation expense
to be recorded in connection with the offering, as described in footnote (1) to the
consolidated pro forma balance sheet data on page 11. Also, revise to include an
adjustment to pro forma net loss per share to eliminate the interest expense and debt
discount amortization on loans that were converted into NCNV preferred stock as part of
the recapitalization transaction. Lastly, revise to give effect to the automatic conversion of
Series A preferred stock into common stock, as disclosed on page 92.
Dilution, page 53
11.Please explain to us why you reduce the historical net tangible book value (deficit) for
the preferred stock that is not included in equity. As part of your response, please provide
us with a sample calculation using amounts as of December 31, 2022. Also, revise your
calculation to subtract deferred offering costs.
Zspace Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 59
12.We note that you exclude inventory write-offs from Adjusted EBITDA. Please tell how
you determined this non-GAAP adjustment is consistent with Question 100.01 of the Non-
GAAP C&DIs. In this regard, it would appear that inventory charges are a normal,
recurring operating expense.

 FirstName LastNamePaul Kellenberger
 Comapany NamezSpace, Inc.
 March 11, 2024 Page 4
 FirstName LastName
Paul Kellenberger
zSpace, Inc.
March 11, 2024
Page 4
Factors Affecting Our Performance, page 60
13.You state that there is "significant 'stickiness' and utilization" of your applications and
solutions.  Please tell us how you measure "stickiness" and what retention and/or other
customer metrics management uses to monitor your ability to retain and grow your
customers.  To the extent material, revise to include a quantified discussion of such
measures.
Liquidity and Capital Resources, page 66
14.Please revise to disclose the minimum period of time that you will be able to conduct
planned operations using only currently available capital resources. We refer you to FRC
501.03(a) and Section IV of SEC Interpretive Release 33-8350.
Management, page 79
15.You disclose that two of your directors, Pankaj Gupta and Amit Jain, are affiliated with
dSpace Investments Ltd, the controlling stockholder of the company.  Please disclose
whether there are any agreements or arrangements for representatives of dSpace to serve
on the board.  If so, disclose the terms of those agreements or understandings.
Executive Compensation, page 85
16.You disclose that you will enter into new employment agreements with your senior
management personnel following the closing. Please discuss the terms of the current
compensation arrangements of the executive officers. File the employment agreements
with your executive officers as exhibits to your registration statement. Refer to Item
601(b)(10)(iii)(A) of Regulation S-K.
Principal Stockholders, page 90
17.Please revise to identify the natural person or persons who exercise the voting and/or
dispositive powers with respect to the securities owned by bSpace Investments Ltd,
dSpace Investments Ltd and KIA.
Underwriting, page 104
18.Please disclose the exceptions to the lock-up agreements with your officers, directors and
principal stockholders.

 FirstName LastNamePaul Kellenberger
 Comapany NamezSpace, Inc.
 March 11, 2024 Page 5
 FirstName LastName
Paul Kellenberger
zSpace, Inc.
March 11, 2024
Page 5
Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Accounting Pronouncements Issued, But Not Yet Adopted, page F-17
19.Please revise to disclose that, as a result of your election to use the extended transition
period for complying with new or revised accounting standards, your financial statements
may not be comparable to companies that comply with public company effective dates.
Note 7. Stock-based Compensation Expense
Determination of fair value of stock options, page F-27
20.We note your disclosure that the weighted-average grant-date fair value of options granted
in the year ended December 31, 2022 was nil.  Please tell us the fair value of the
underlying common stock for the options granted in 2022 and explain why the resulting
grant-date fair value was nil.
September 2022 Stock Option Issuance, page F-28
21.Please explain to us why an expected term of 0.5 years was used for the September 2022
grant. In this regard, we note from the table on page F-27 that the expected term of options
granted in 2022 was between 5.2 years and 6.1 years.  Also, explain why the volatility
used for this grant was not consistent with the range disclosed on page F-27.
Exhibits
22.Please file the agreements with the two PC Original Equipment Manufacturers with which
you partner.  We note that you rely on these third parties to produce your hardware and
software in connection with your platform and solutions and any termination of the
partnerships would have an adverse material impact on the company.
General
23.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.

 FirstName LastNamePaul Kellenberger
 Comapany NamezSpace, Inc.
 March 11, 2024 Page 6
 FirstName LastName
Paul Kellenberger
zSpace, Inc.
March 11, 2024
Page 6
            Please contact Dave Edgar at 202-551-3459 or Chris Dietz at 202-551-3408 if you have
questions regarding comments on the financial statements and related matters. Please contact
Uwem Bassey at 202-551-3433 or Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Daniel E. Larkin