zSpace Inc

8-K 1 tm244059d41_8k.htm FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)December 4, 2024

zSpace Inc.

(Exact name of registrant as specified in charter)

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth companyx

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

On December 6, 2024 (the “Closing Date”), zSpace, Inc., a Delaware corporation (the “Company”), completed its initial public offering (the “Offering”) of its common stock, par value $0.00001 per share (the “Common Stock”) and sold an aggregate of 1,875,000 shares of Common Stock at an initial public offering price of $5.00 per share pursuant to that certain Underwriting Agreement, dated as of December 4, 2024 (the “Underwriting Agreement”), between the Company and Roth Capital Partners LLC, as representative (the “Representative”) of the several underwriters named in the Underwriting Agreement. In addition, pursuant to the Underwriting Agreement, the Company granted the Representative a 30-day option to purchase up to 281,250 additional shares of Common Stock to cover over-allotments in connection with the Offering, which the Representative exercised the option in full on the Closing Date.

The Common Stock was offered and sold to the public pursuant to the Company’s registration statement on Form S-1 (File No. 333-280427), originally filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on June 24, 2024, as amended, which became effective on December 4, 2024 (the “Registration Statement”). The Company received gross proceeds of approximately $10.8 million from the Offering (including from exercise of the over-allotment), before deducting underwriting discounts and commissions of seven percent (7%) of the gross proceeds and Offering expenses. The Company currently intends to use the net proceeds from the initial public offering of approximately $8.3 million for growth initiatives, including funding product commitments, software development through acquisitions of applications and third-party software developers, sales and marketing, and for working capital and general corporate purposes.

In the Registration Statement, the Company also registered for resale by two securityholders up to 1,997,973 shares of its Common Stock. The shares registered for resale were not purchased by the underwriters in the Offering and the Company will not receive any of the proceeds from the resale of such shares when and if such shares are sold by the securityholders

In connection with the Offering, the Common Stock began trading on The Nasdaq Global Market on December 5, 2024 under the symbol “ZSPC.”

The Underwriting Agreement contains customary representations, warranties, and covenants by the Company. It also provides for customary indemnification by each of the Company and the underwriters for losses or damages arising out of or in connection with the Offering, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. Pursuant to the Underwriting Agreement, the Company’s controlling stockholders, executive officers and directors entered into lock-up agreements in substantially the form included as an exhibit to the Underwriting Agreement. The lock-up agreements with three of the Company’s controlling stockholders, Gulf Islamic Investments, LLC, dSpace Investments Limited and bSpace Investments Limited, provide for a 365-day “lock-up” period with respect to sales of Common Stock, subject to certain exceptions. The lock-up agreements with the Company’s directors and two holders of SAFE agreements which converted upon closing of the Offering provide for an 180-day “lock-up” period with respect to sales of Common Stock, subject to certain exceptions. The lock-up agreements with the Company’s executive officers and one of its controlling stockholders, Fiza Investments Limited, provide for an 180-day “lock-up” period with respect to sales of 50% of the Common Stock owned by such holder and a 365-day “lock-up” period with respect to sales of the remainder of the Common Stock owned by such holder, each subject to certain exceptions. The Company also agreed, subject to certain exceptions, that the Company would not issue or enter into any agreement to issue Common Stock for a period of 180 days without the prior consent of the Representative. The provisions of the Underwriting Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement and are not intended as a document for investors or the public to obtain factual information about the current state of affairs of the Company.

Pursuant to the Underwriting Agreement, the Company also agreed to issue to the Representative warrants (the “Representative’s Warrants”) to purchase up to a total of 5% of the shares of Common Stock sold in the Offering, or 107,813 shares of Common Stock following the exercise of the over-allotment option by the Representative. The Representative’s Warrants are exercisable at $7.50 per share of Common Stock and have a term of five years from the effective date of the Company’s Registration Statement. The Representative’s Warrants are not exercisable until 180 days following the commencement of sales in the Offering.

The final prospectus relating to the Offering has been filed with the SEC and is available on the SEC’s web site at http://www.sec.gov. Copies of the final prospectus relating to the offering may be obtained from the above-mentioned SEC website or from Roth Capital Partners, LLC, at 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660 Attn: Prospectus Department, by telephone: (800) 678-9147, or email at rothecm@roth.com.

The foregoing summary of the terms of the Underwriting Agreement and the Representative’s Warrant do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Underwriting Agreement and the form of Representative’s Warrant, copies of which are filed as Exhibit 1.1 and 4.1 to this report and are incorporated by reference herein.

On the Closing Date, in connection with the closing of the Offering, each of Dr. Joanna Morris, Abhay Pande, Angela Galardi Prince, and Jane Swift joined the Board of Directors of the Company. Each will serve on the Board of Directors until the next