zSpace, Inc. reporting persons 3i, 3i Management LLC and Maier Joshua Tarlow disclose collective beneficial ownership of 336,211 shares, representing 9.99% of Common Stock based on 3,039,272 shares outstanding as of April 14, 2026. The position includes 10,000 shares held directly and up to 326,211 shares issuable upon conversion of senior secured convertible notes with an aggregate principal amount of approximately $6.6 million. The filing notes a 1-for-25 reverse stock split effective April 20, 2026, and that 3i delivered notice on April 20, 2026 to increase the notes' beneficial ownership limitation (a "Blocker") from 4.99% to 9.99%, effective 61 days thereafter.
Positive
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Insights
Holders disclosed a near-10% capped position tied to convertible notes and a blocker change.
The filing shows that 3i and affiliated entities beneficially own 336,211 shares (9.99%) by combining directly held shares and shares issuable on conversion of notes. The Blocker limits conversions so conversions cannot increase ownership above 9.99%.
This structure preserves a sizeable convertible position while maintaining a de facto ownership cap; subsequent filings will show whether conversions occur after the Blocker change becomes effective.
Convertible note conversions drive headline ownership; principal amount ~$6.6M.
The reporting persons hold senior secured convertible notes with an aggregate principal of approximately $6.6M, convertible into up to 326,211 shares. Conversions are subject to the Blocker, which the holder increased from 4.99% to 9.99%, altering potential conversion timing and sizing.
Watch for future conversion notices or amendments showing actual conversion amounts and any dilution; timing is set by the filing's effective-period clause (61 days after April 20, 2026).
Key Figures
Shares beneficially owned:336,211 sharesPercent of class:9.99%Convertible notes principal:$6.6 million+5 more
8 metrics
Shares beneficially owned336,211 sharescombined holdings reported by 3i, 3i Management and Mr. Tarlow
Percent of class9.99%percent of Common Stock based on 3,039,272 shares outstanding as of April 14, 2026
Convertible notes principal$6.6 millionaggregate principal amount of senior secured convertible notes held by 3i
Shares issuable on conversion326,211 sharesmaximum shares issuable upon conversion of the Notes
Directly held shares10,000 sharesshares of Common Stock directly held by 3i
Shares outstanding (basis)3,039,272 sharesoutstanding Common Stock as of April 14, 2026
Reverse stock split1-for-25reverse split of Common Stock effected April 20, 2026
Blocker change notice timing61 dayseffective period after April 20, 2026 for increasing Blocker from 4.99% to 9.99%
"conversions of which are each subject to a 9.99% beneficial ownership limitation provision (a 'Blocker')"
Reverse Stock Splitcorporate
"Such numbers of shares of Common Stock reflect the issuer's 1-for-25 reverse stock split"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
senior secured convertible notesfinancial
"conversions of senior secured convertible notes in the principal aggregate amount of approximately $6.6 million"
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.
Joint Filing Agreementregulatory
"The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
zSpace, Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
98980W206
(CUSIP Number)
04/21/2026
(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
336,211.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
336,211.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
336,211.00
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 statement on Schedule 13G (this ''Schedule 13G''), such shares and percentage are based on 3,039,272 shares of common stock, par value $0.00001 per share, of the issuer (the ''Common Stock'') outstanding as of April 14, 2026, as disclosed in the press release filed as an exhibit to the issuer's Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the ''SEC'') on April 17, 2026 (the ''Press Release''). Beneficial ownership consists of (i) 10,000 shares of Common Stock directly held by the reporting person and (ii) 326,211 shares of Common Stock issuable in any combination upon conversion of senior secured convertible notes in the principal aggregate amount of approximately $6.6 million (the ''Notes'') held directly by the reporting person, conversions of which are each subject to a 9.99% beneficial ownership limitation provision (a ''Blocker''). Such numbers of shares of Common Stock reflect the issuer's 1-for-25 reverse stock split of its outstanding shares of Common Stock effected on April 20, 2026 (the ''Reverse Stock Split'').
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
336,211.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
336,211.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
336,211.00
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 Schedule 13G, such shares and percentage are based on 3,039,272 shares of Common Stock outstanding as of April 14, 2026, as disclosed in the Press Release. Beneficial ownership consists of (i) 10,000 shares of Common Stock indirectly held by the reporting person and (ii) 326,211 shares of Common Stock issuable in any combination upon conversion of the Notes held indirectly by the reporting person, conversions of which are each subject to a Blocker. Such numbers of shares of Common Stock reflect the Reverse Stock Split.
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
336,211.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
336,211.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
336,211.00
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 Schedule 13G, such shares and percentage are based on 3,039,272 shares of Common Stock outstanding as of April 14, 2026, as disclosed in the Press Release. Beneficial ownership consists of (i) 10,000 shares of Common Stock indirectly held by the reporting person and (ii) 326,211 shares of Common Stock issuable in any combination upon conversion of the Notes held indirectly by the reporting person, conversions of which are each subject to a Blocker. Such numbers of shares of Common Stock reflect the Reverse Stock Split.
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 this Schedule 13G, pursuant to which such Reporting Persons have agreed to file this Schedule 13G and all subsequent amendments jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Schedule 13G 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 Number(s):
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 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 Schedule 13G 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 Schedule 13G are based on 3,039,272 shares of Common Stock outstanding as of April 14, 2026, as disclosed in the Press Release. Numbers of shares of Common Stock reflect the Reverse Stock Split.
The Reporting Persons are filing this Schedule 13G as a result of 3i's delivery of a notice to the issuer on April 20, 2026, effective 61 days thereafter, to increase the Blockers in each of the Notes from 4.99% to 9.99%. As of the date of this Schedule 13G, 3i holds (i) 10,000 shares of Common Stock and (ii) the Notes in the principal aggregate amount of approximately $6.6 million, conversions of which are each subject to a Blocker. 3i may convert the Notes into, in any combination, an aggregate of 326,211 shares of Common Stock, as a result of the triggering of the Blockers, each of which prohibits 3i from converting such Notes into shares of Common Stock if, as a result of such conversion, 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 336,211 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 beneficially owned by it, 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 beneficially owned by each of 3i and 3i Management. Mr. Tarlow does not directly own the Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. Tarlow may be deemed to beneficially own the Shares beneficially owned by 3i and 3i Management, and 3i Management may be deemed to beneficially own the Shares beneficially owned by 3i.
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)(K), so indicate under Item 3(k) 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 herewith.
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
What stake do 3i and affiliates hold in zSpace (ZSPC)?
They report beneficial ownership of 336,211 shares, equal to 9.99% of zSpace based on 3,039,272 shares outstanding as of April 14, 2026. This combines direct shares and shares issuable on conversion of notes.
How many shares are issuable upon conversion of the convertible notes?
Up to 326,211 shares are issuable in any combination upon conversion of senior secured convertible notes with an aggregate principal amount of approximately $6.6 million, subject to the stated ownership blocker.
What is the "Blocker" and how was it changed?
The Blocker is a beneficial ownership limitation that prevents conversions raising ownership above a threshold. The filing states 3i delivered notice to increase the Blocker from 4.99% to 9.99%, effective 61 days after April 20, 2026.
How many zSpace shares does 3i directly own?
3i directly holds 10,000 shares of Common Stock. The remainder of the reported 336,211 shares reflects shares issuable upon note conversions tied to the Blocker mechanism.
Did zSpace recently change its share count via a corporate action?
Yes, the filing reflects a 1-for-25 reverse stock split of Common Stock effected on April 20, 2026; all share figures in the filing incorporate that reverse split.
