zSpace, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to § 240.14a-12

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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55 Nicholson Lane

San Jose, California 95134

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On Wednesday, October 15, 2025

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders (the “annual meeting”) of zSpace, Inc. (the “Company,” “zSpace,” “we,” “us”, or “our”) at 9:00 a.m. Pacific Time on Wednesday, October 15, 2025, at our headquarters located at 55 Nicholson Lane, San Jose, California.

Proposals to be considered at the annual meeting:

Election of our Board of Director’s (the “Board”) four nominees for Class I directors of the Board to serve until the next annual meeting of stockholders and until their successors are elected.

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Ratification of the selection by the Audit Committee of our Board of UHY LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025.

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Approval of the issuance of shares of our common stock in connection with the Convertible Promissory Note, dated April 11, 2025, issued by zSpace to an institutional investor, as required by Nasdaq Listing Rule 5635(d).

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Approval of the issuance of shares of our common stock in connection with the Common Stock Purchase Agreement, dated July 7, 2025, by and between zSpace and an institutional investor, as required by Nasdaq Listing Rule 5635(d).

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Approval of an amendment to our Amended and Restated Certificate of Incorporation to allow for stockholder action by written consent.

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Approval of the adjournment of the annual meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and voting of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the above proposals.

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Such other related matters and business as may properly come before the annual meeting or any adjournments or postponements thereof.

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These items of business are more fully described in the proxy statement accompanying this notice. The record date for the annual meeting is August 21, 2025. Only stockholders of record at the close of business on that date may vote at the meeting or any postponement or adjournment thereof.

We are providing our stockholders with access to the proxy materials over the Internet using the “Notice and Access” delivery model established by the Securities and Exchange Commission. This permits us to conserve natural resources and reduces our printing costs, while giving our stockholders a convenient and efficient way to access our proxy materials and vote their shares. On or about September 3, 2025, we intend to mail a Notice of Internet Availability of Proxy Materials to our stockholders, informing them that our notice of annual meeting and proxy statement, annual report to stockholders and voting instructions are available on the Internet. As described in more detail in that notice, stockholders may choose to access our materials through the Internet or may request to receive paper copies of the proxy materials.

Every stockholder’s vote is important. While all stockholders are invited to attend the annual meeting, we urge you to vote whether or not you will be present at the annual meeting. You may vote by telephone, mobile device or via the internet. If you received a paper copy of the proxy card by mail, you may complete, date and sign the proxy card and return it in the envelope provided. No postage is required if the proxy card is mailed in the United States. You may withdraw your proxy or change your vote at any time before your proxy is voted, either by voting at the annual meeting, by later-dated proxy, by telephone or mobile device or via the internet.

By Order of the Board of Directors

Paul Kellenberger

Chairman and Chief Executive Officer

San Jose, California

September 2, 2025