zSpace, Inc.

As filed with the Securities and Exchange Commission on February** **11, 2026

No.** **333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM** **S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ZSPACE,** **INC.

(Exact name of registrant as specified in its charter)

zSpace,** **Inc.

55 Nicholson Lane

San Jose, California 95134

(408) 498-4050

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Paul Kellenberger

Chief Executive

Officer zSpace,** **Inc.

55 Nicholson Lane

San Jose, California 95134

(408) 498-4050

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

M. Ali Panjwani,** **Esq.

Pryor Cashman LLP

7 Times Square

New York, New York 10036

Tel: (212) 326-0820

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act:

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 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section** 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section **8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the holders of stock being registered for resale may issue or sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 11, 2026

PRELIMINARY PROSPECTUS

Up to 12,500,000 Shares of Common Stock for Resale

This prospectus relates to the offering and resale, from time to time, by the selling stockholders identified in this prospectus (the “selling stockholders”) of up to an aggregate of 12,500,000 shares of common stock, par value $0.00001 per share, of zSpace, Inc., consisting of: (i) up to 5,000,000 shares of common stock that we may issue to Tumim Stone Capital LLC (“Tumim”) pursuant to a common stock purchase agreement between us and Tumim dated July 8, 2025 (the “Purchase Agreement”); and (ii) up to 7,500,000 shares of common stock that we may issue upon the conversion of that certain Senior Secured Convertible Note issued to 3i, LP (“3i”) dated April 11, 2025 (as amended, the “Convertible Note”).

We are not selling any securities under this prospectus and we will not receive proceeds from the sale of the shares of our common stock by the selling stockholders. However, the Purchase Agreement provides that we may sell up to an aggregate of $30,000,000 in shares of our common stock to Tumim, which we have sold approximately $5.6 million of our common stock pursuant to the Purchase Agreement, and we may receive additional proceeds of up to $24.4 million from the sale of the shares of common stock to Tumim under the Purchase Agreement, from time to time in our discretion after the date the registration statement that includes this prospectus is declared effective and after satisfaction of other conditions in the Purchase Agreement.

The selling stockholders are each an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. The selling stockholders may sell the shares of common stock described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution” for more information about how the selling stockholders may sell the shares of common stock being registered pursuant to this prospectus.

We will pay the expenses of registering the shares of common stock offered by this prospectus, but all selling and other expenses incurred by the selling stockholders will be paid by the selling stockholders. The selling stockholders may sell our shares of common stock offered by this prospectus from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described in this prospectus under “Plan of Distribution.” The prices at which the selling stockholders may sell shares will be determined by the prevailing market price for our common stock or in negotiated transactions.

Our common stock is listed on The Nasdaq Capital Market®(“Nasdaq”) under the symbol “ZSPC.” The last reported closing price for our common stock on Nasdaq on February 10, 2026 was $0.3493 per share.

We are an emerging growth company and a smaller reporting company under the U.S. federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

dSpace Investments Limited, bSpace Investments Limited and Fiza Investments Limited, our controlling stockholders, control a majority of the voting power of our common stock. As a result, we are a “controlled company” under the listing standards of Nasdaq and the rules of the Securities and Exchange Commission (“SEC”), and, to the extent that we decide to rely on the “controlled company” exemption, we will be exempt from certain corporate governance requirements. See “Management — Controlled Company Exemption.”

Investing in our common stock involves a high degree of risk. Please read the section titled “Risk Factors” beginning on page12** of this prospectus for a discussion of some of the risks you should consider before investing.**

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated , 2026