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zSpace, Inc. (ZSPC) is the subject of an updated ownership report in which 3i, LP reports beneficial ownership of 3,888,508 common shares, stated as 9.99% of the class. The reported amount is based on 37,067,903 shares outstanding as of August 10, 2026. It includes 2,032,400 shares held directly and 1,856,108 shares issuable through conversion of senior secured convertible notes and shares under a debt restructuring agreement.
The notes have an aggregate principal amount of approximately $3.6 million. Conversions and share issuances are subject to a limitation that bars issuance if it would cause 3i, its affiliates, and any group members to beneficially own more than 9.99% immediately afterward. 3i Management LLC and Maier Joshua Tarlow, manager of 3i Management and general partner of 3i, LP, are also reported as deemed beneficial owners of the same shares, with shared voting and dispositive power. Tarlow does not directly own the shares.
Key Figures
Beneficial ownership:3,888,508 sharesOwnership percentage:9.99%Shares outstanding:37,067,903 shares+3 more
6 metrics
Beneficial ownership3,888,508 sharesReported by 3i, LP; 3i Management LLC and Maier Joshua Tarlow are also reported as deemed beneficial owners of the same shares.
Ownership percentage9.99%Percentage of the class reported in Item 4 for each reporting person.
Shares outstanding37,067,903 sharesAs of August 10, 2026; basis for the reported ownership amount and percentage.
Shares held directly2,032,400 sharesHeld directly by 3i, LP.
Shares issuable1,856,108 sharesIssuable through conversion of notes and shares under the debt restructuring agreement, subject to the ownership limitation.
Notes principalApproximately $3.6 millionAggregate principal amount of the senior secured convertible notes held by 3i, LP.
A senior secured convertible note is a loan a company issues that sits near the top of its repayment order (senior), is backed by specific assets as collateral (secured), and can be swapped into company shares later (convertible). For investors this matters because it combines lower risk of repayment and legal protection from the collateral with the upside of converting into equity—so it affects both the safety of debt holders and potential dilution for shareholders.
Debt Restructuring Agreementfinancial
"shares of Common Stock pursuant to the Debt Restructuring Agreement"
Blockertechnical
"conversions ... subject to a Blocker"
beneficial ownership limitationtechnical
"9.99% beneficial ownership limitation provision"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many ZSPC shares does 3i, LP report beneficially owning?
3i, LP reports beneficial ownership of 3,888,508 common shares, stated as 9.99% of the class. The amount is based on 37,067,903 shares outstanding as of August 10, 2026. 3i Management LLC and Maier Joshua Tarlow are also reported as deemed beneficial owners of the same shares.
What is the 9.99% ownership limitation on 3i's ZSPC shares?
The limitation bars 3i from converting the notes or receiving shares under the debt restructuring agreement if the issuance would cause 3i, its affiliates, and any group members to beneficially own more than 9.99% immediately afterward. The 1,856,108 issuable shares may be received through conversion and the agreement in any combination.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
zSpace, Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
98980W206
(CUSIP Number)
09/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
98980W206
1
Names of Reporting Persons
3i, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,888,508.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,888,508.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,888,508.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 1 to Statement on Schedule 13G (this ''Amendment No. 1''), such shares and percentage are based on 37,067,903 shares of common stock, par value $0.00001 per share, of the issuer (the ''Common Stock'') outstanding as of August 10, 2026, as disclosed in the issuer's Quarterly Report on Form 10-Q for the period ended June 30, 2026, filed with the U.S. Securities and Exchange Commission (the ''SEC'') on August 14, 2026 (the ''Form 10-Q''). Beneficial ownership consists of (i) 2,032,400 shares of Common Stock directly held by the reporting person and (ii) 1,856,108 shares of Common Stock issuable in any combination upon (a) conversion of senior secured convertible notes in the principal aggregate amount of approximately $3.6 million (the ''Notes'') held directly by the reporting person, and (b) issuance of shares of Common Stock pursuant to a debt restructuring agreement dated as of May 28, 2026 between the issuer and 3i, LP (the ''Debt Restructuring Agreement''), conversions of which are in each case subject to a 9.99% beneficial ownership limitation provision (a ''Blocker'').
SCHEDULE 13G
CUSIP Number(s):
98980W206
1
Names of Reporting Persons
3i Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,888,508.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,888,508.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,888,508.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 1, such shares and percentage are based on 37,067,903 shares of Common Stock outstanding as of August 10, 2026, as disclosed in the Form 10-Q. Beneficial ownership consists of (i) 2,032,400 shares of Common Stock indirectly held by the reporting person and (ii) 1,856,108 shares of Common Stock issuable in any combination upon (a) conversion of the Notes held indirectly by the reporting person, and (b) issuance of shares of Common Stock pursuant to the Debt Restructuring Agreement, conversions of which are in each case subject to a Blocker.
SCHEDULE 13G
CUSIP Number(s):
98980W206
1
Names of Reporting Persons
Maier Joshua Tarlow
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,888,508.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,888,508.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,888,508.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 1, such shares and percentage are based on 37,067,903 shares of Common Stock outstanding as of August 10, 2026, as disclosed in the Form 10-Q. Beneficial ownership consists of (i) 2,032,400 shares of Common Stock indirectly held by the reporting person and (ii) 1,856,108 shares of Common Stock issuable in any combination upon (a) conversion of the Notes held indirectly by the reporting person, and (b) issuance of shares of Common Stock pursuant to the Debt Restructuring Agreement, conversions of which are in each case subject to a Blocker.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
zSpace, Inc.
(b)
Address of issuer's principal executive offices:
55 Nicholson Lane, San Jose, CA 95134
Item 2.
(a)
Name of person filing:
(i) 3i, LP, a Delaware limited partnership ("3i"); (ii) 3i Management LLC, a Delaware limited liability company ("3i Management''); and (iii) Maier Joshua Tarlow ("Mr. Tarlow"). The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to the Statement on Schedule 13G filed by the Reporting Persons with the SEC on April 23, 2026 ("the Schedule 13G"), pursuant to which such Reporting Persons have agreed to file this Amendment No. 1 and all subsequent amendments to this Amendment No. 1 and the Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act. The filing of this Amendment No. 1 should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 2 Wooster Street, 2nd Floor, New York, NY 10013.
(c)
Citizenship:
3i is a Delaware limited partnership. 3i Management is a Delaware limited liability company. Mr. Tarlow is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.00001 per share
(e)
CUSIP No.:
98980W206
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The purpose of this Amendment No. 1 is to amend and supplement the Schedule 13G in order to update the beneficial ownership information on the cover pages and in Item 4 of the Schedule 13G. The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Amendment No. 1 and is incorporated herein by reference for each such Reporting Person. The share amounts and ownership percentages disclosed on such cover pages as of the date of this Amendment No. 1 are based on 37,067,903 shares of Common Stock outstanding as of August 10, 2026, as disclosed in the Form 10-Q. As of the date of this Amendment No. 1, 3i holds (i) 2,032,400 shares of Common Stock and (ii) the Notes in the principal aggregate amount of approximately $3.6 million, conversions of which are each subject to a Blocker. 3i may convert the Notes into, or receive shares of Common Stock pursuant to the Debt Restructuring Agreement, in any combination, an aggregate of 1,856,108 shares of Common Stock, as a result of the triggering of the Blockers, each of which prohibits 3i from converting such Notes into, or receiving pursuant to the Debt Restructuring Agreement, shares of Common Stock if, as a result of such issuance, 3i, together with its affiliates and any persons acting as a group together with 3i or any of such affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to such conversion. Consequently, 3i beneficially owns 3,888,508 shares of Common Stock (the "Shares"). 3i is the beneficial owner of the Shares and has the power to dispose of and the power to vote the Shares, which power may be exercised by 3i Management, the general partner of 3i. Mr. Tarlow, as the manager of 3i Management, has shared power to vote and/or dispose of the Shares. Mr. Tarlow does not directly own the Shares. By reason of the provisions of Rule 13d-3 of the Act, each of 3i Management and Mr. Tarlow may be deemed to beneficially own the Shares.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 1 filed with the Schedule 13G.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
3i, LP
Signature:
/s/ Maier Joshua Tarlow
Name/Title:
Maier Joshua Tarlow, Manager of 3i Management LLC, General Partner of 3i, LP
