zSpace, Inc. Enters Material Definitive Agreement

TL;DR

zSpace just signed a big deal, expect financial moves.

AI Summary

On August 20, 2025, zSpace, Inc. entered into a material definitive agreement, which also created a direct financial obligation for the company. The filing details this agreement and related financial obligations, with exhibits and financial statements included.

Why It Matters

This filing indicates a significant new financial commitment or agreement for zSpace, Inc., which could impact its future financial performance and strategic direction.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and incurring financial obligations can introduce financial risks and strategic uncertainties.

Key Players & Entities

• zSpace, Inc. (company) — Registrant
• August 20, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-42431 (identifier) — Commission File Number
• 35-2284050 (identifier) — IRS Employer Identification No.
• 55 Nicholson Lane (address) — Address of Principal Executive Offices
• San Jose (location) — City of Principal Executive Offices
• California (location) — State of Principal Executive Offices
• 95134 (zip_code) — Zip Code of Principal Executive Offices
• (408) 498-4050 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.00001 — ch registered Common Stock, par value $0.00001 per share ZSPC The Nasdaq Stock M
• $1,000,000 — term loans in the principal amounts of $1,000,000 each (the "Loans") for an aggregate tot
• $2,000,000 — (the "Loans") for an aggregate total of $2,000,000 (less fees payable to the Lender). One

Filing Documents

• tm2524137d1_8k.htm (8-K) — 33KB
• tm2524137d1_ex10-1.htm (EX-10.1) — 205KB
• tm2524137d1_ex10-2.htm (EX-10.2) — 198KB
• tm2524137d1_ex10-3.htm (EX-10.3) — 33KB
• tm2524137d1_ex10-1img001.jpg (GRAPHIC) — 3KB
• tm2524137d1_ex10-2img001.jpg (GRAPHIC) — 2KB
• tm2524137d1_ex10-3img002.jpg (GRAPHIC) — 4KB
• 0001104659-25-081940.txt ( ) — 740KB
• zspc-20250820.xsd (EX-101.SCH) — 3KB
• zspc-20250820_lab.xml (EX-101.LAB) — 33KB
• zspc-20250820_pre.xml (EX-101.PRE) — 22KB
• tm2524137d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement . On August 20, 2025, zSpace, Inc. (the "Company") entered into two Loan and Security Agreements the ("Loan Agreements") with Itria Ventures LLC (the "Lender"). Pursuant to the Loan Agreements, the Lender agreed to provide the Company with two term loans in the principal amounts of $1,000,000 each (the "Loans") for an aggregate total of $2,000,000 (less fees payable to the Lender). One of the Loans bears interest at a rate of 18.00% per year and is payable on a monthly basis in 15 equal installments, maturing on the 15-month anniversary of the funding date. The second Loan bears interest at a rate of 18.99% per year and is payable on a monthly basis in 18 equal installments, maturing on the 18-month anniversary of the funding date. The Company may prepay either of the Loans in full at any time after the first month of the term, subject to a prepayment fee equal to 1.5% of the unpaid principal balance if the Loans are prepaid within the first 12 months of the term. The Loans are secured by a second priority lien on substantially all of the Company's assets and are guaranteed by the Company's two wholly-owned subsidiaries -- zSpace Technologies (Shanghai) Ltd. and zSpace K.K . The Loan Agreements contain standard representations, warranties and affirmative covenants, including relating to use of proceeds and information rights. In addition, the Loan Agreements contain certain customary negative covenants, including that the Company may incur no additional indebtedness other than certain permitted indebtedness. The Loan Agreements also contain customary events of default, including, but not limited to, upon non-payment, the occurrence of material adverse changes to the Company's business, or bankruptcy. Upon the occurrence of an event of default, the applicable interest rate would increase by five percentage points and the Lender may declare the outstanding principal and accrued interest immediately due and payab

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant . The information provided in "Item 1.01 Entry into a Material Definitive Agreement" of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits . (d) Exhibits The following documents are attached as exhibits to this Current Report on Form 8-K: Exhibit No. Exhibit Description 10.1 Business Loan and Security Agreement by and between Itria Ventures LLC and zSpace, Inc. in the amount of $1,000,000 dated August 20, 2025. 10.2 Business Loan and Security Agreement by and between Itria Ventures LLC and zSpace, Inc. in the amount of $1,000,000 dated August 20, 2025. 10.3 Intercreditor Agreement among Itria Ventures LLC, zSpace, Inc. and 3i, LP, dated August 20, 2025. 104 Cover Page Interactive Data File (embedded with the inline XBRL document) Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 22, 2025 zSpace, Inc. By: /s/ Erick DeOliveira Erick DeOliveira Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR