Skip to main content

zSpace, Inc.

For the period ended Dec 31, 2024. Filed Mar 28, 2025.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 28, 2025

ZSPC$0.06-33.7%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits
Contents

Item 15. Exhibits and Financial Statement Schedules

(a)(1)Financial statements.

See “Index to Consolidated Financial Statements and Financial Statement Schedule” page F-1.

(a)(2)Financial Statement Schedules.

See “Index to Consolidated Financial Statements and Financial Statement Schedule” page F-1.

(a)(3)Exhibits.

​
ExhibitNumber.Description
3.1​Amended and Restated Certificate of Incorporation of zSpace, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 9, 2024).
​​​
3.2​Second Amended and Restated Bylaws of zSpace, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the SEC on December 9, 2024).
​​​
4.1​Form of common stock certificate (incorporated by reference to Exhibit 4.1 of the Company’s registration statement on Form S-1 File No. 333-280427).
​​​
4.2​Form of Representative’s Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 9, 2024).
​​​
4.3*​Description of Securities
​​​
10.1#​2007 Stock Plan (incorporated by reference to Exhibit 10.1 of the Company’s registration statement on Form S-1 File No. 333-280427).
​​​
10.2#​2017 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 of the Company’s registration statement on Form S-1 File No. 333-280427).
​​​
10.3#​2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 of the Company’s registration statement on Form S-1 File No. 333-280427).
​​​
10.4#​Form of RSU Grant Agreement under 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to zSpace, Inc.’s registration statement on Form S-1 File No. 333-280427).
​​​
10.5#​Form of Incentive Option Grant Agreement under 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to zSpace, Inc.’s registration statement on Form S-1 File No. 333-280427).
​​​
10.6#​Form of Non-Qualified Stock Option Grant Agreement under 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to zSpace, Inc.’s registration statement on Form S-1 File No. 333-280427).
​​​
10.7#​Employment Agreement between the Company and Paul Kellenberger, dated May 30, 2024 (incorporated by reference to Exhibit 10.7 of the Company’s registration statement on Form S-1 File No. 333-280427).
​​​
10.8#​Employment Agreement between the Company and Erick DeOliveira, dated May 28, 2024 (incorporated by reference to Exhibit 10.8 of the Company’s registration statement on Form S-1 File No. 333-280427).
​​​
10.9#​Employment Agreement between the Company and Ronald Rheinheimer dated June 6, 2024 (incorporated by reference to Exhibit 10.9 of the Company’s registration statement on Form S-1 File No. 333-280427).
​​​
10.10#​Employment Agreement between the Registrant and Mike Harper, dated May 28, 2024 (incorporated by reference to Exhibit 10.10 of the Company’s registration statement on Form S-1 File No. 333-280427).
​​​
10.11​Loan and Security Agreement, by and between Fiza Investments Limited and the Company, dated November 3, 2022 (incorporated by reference to Exhibit 10.17 of the Company’s registration statement on Form S-1 File No. 333-280427).
​​​
10.12​Amendment No. 1 to Loan and Security Agreement dated November 3, 2022, by and between Fiza Investments Limited and the Company, dated July 11, 2024 (incorporated by reference to Exhibit 10.18 of the Company’s registration statement on Form S-1 File No. 333-280427).
​​​
10.13​Amendment No. 2 to Loan and Security Agreement dated November 3, 2022, by and between Fiza Investments Limited and the Company, dated October 23, 2024 (incorporated by reference to Exhibit 10.19 of the Company’s registration statement on Form S-1 File No. 333-280427).
​​​
10.14​Amendment No.3 to Loan and Security Agreement dated November 3, 2022, by and between Fiza Investments Limited and the Company, dated November 7, 2024 (incorporated by reference to Exhibit 10.20 of the Company’s registration statement on Form S-1 File No. 333-280427).
​​​
10.15​Loan Agreement, by and between Fiza Investments Limited and the Company, dated September 12, 2022 (incorporated by reference to Exhibit 10.21 of the Company’s registration statement on Form S-1 File No. 333-280427)).
​​​
10.16​Business Loan and Security Agreement #1, by and between Itria Ventures LLC and the Registrant, dated January 31, 2023 (incorporated by reference to Exhibit 10.22 of the Company’s registration statement on Form S-1 File No. 333-280427)).
​​​
10.17​Business Loan and Security Agreement #2, by and between Itria Ventures LLC and the Registrant, dated January 31, 2023 (incorporated by reference to Exhibit 10.23 of the Company’s registration statement on Form S-1 File No. 333-280427).
​​​
10.18​Intercreditor Agreement, by and between Itria Ventures LLC, bSpace Investments Limited, Fiza Investments Limited and the Company, dated January 31, 2023 (incorporated by reference to Exhibit 10.24 of the Company’s registration statement on Form S-1 File No. 333-280427)).
​​​
10.19​Business Loan and Security Agreement #3, by and between Itria Ventures LLC and the Company, dated April 12, 2023 (incorporated by reference to Exhibit 10.25 of the Company’s registration statement on Form S-1 File No. 333-280427)).
​​​
10.20​Loan Agreement, by and between Fiza Investments Limited and the Company, dated May 29, 2023 (incorporated by reference to Exhibit 10.26 of the Company’s registration statement on Form S-1 File No. 333-280427)).
​​​
10.21​Loan Agreement, by and between Fiza Investments Limited and the Company, dated November 16, 2023 (incorporated by reference to Exhibit 10.27 of the Company’s registration statement on Form S-1 File No. 333-280427)).
​​​
10.22​Convertible Promissory Note, issued by the Company in favor of Fiza Investments Limited, dated March 9, 2024 (incorporated by reference to Exhibit 10.31 of the Company’s registration statement on Form S-1 File No. 333-280427)).
​​​
10.23​Business Loan and Security Agreement, by and between Itria Ventures LLC and the Company, dated May 17, 2024 (incorporated by reference to Exhibit 10.32 of the Company’s registration statement on Form S-1 File No. 333-280427)).
​​​
10.24​Intercreditor Agreement, by and between Itria Ventures LLC and Fiza Investments Limited with respect to their security interests in the assets of the Company, dated May 17, 2024 (incorporated by reference to Exhibit 10.33 of the Company’s registration statement on Form S-1 File No. 333-280427)).
​​​
10.25​Letter Agreement, by and between Fiza Investments Limited and the Company, dated May 17, 2024 (incorporated by reference to Exhibit X10.34of the Company’s registration statement on Form S-1 File No. 333-280427)).
​​​
10.26​Letter Agreement, by and between Fiza Investments Limited and the Company, dated June 5, 2024 (incorporated by reference to Exhibit 10.35 of the Company’s registration statement on Form S-1 File No. 333-280427)).
​​​
10.27​Intercreditor Agreement, by and between Itria Ventures LLC and Fiza Investments Limited with respect to their security interests in the assets of the Company, dated June 5, 2024 (incorporated by reference to Exhibit 10.36 of the Company’s registration statement on Form S-1 File No. 333-280427)).
​​​
10.28†​License Agreement, by and between Supplier and the Company, dated November 10, 2023 (incorporated by reference to Exhibit 10.37 of the Company’s registration statement on Form S-1 File No. 333-280427).
​​​
10.29†​Master Supply Agreement, by and between Supplier and the Company, dated August 20, 2021 (incorporated by reference to Exhibit 10.38 of the Company’s registration statement on Form S-1 File No. 333-280427).
​​​
10.30†​Amendment to Master Supply Agreement, by and between Supplier and the Company, dated March 11, 2024 (incorporated by reference to Exhibit 10.39 of the Company’s registration statement on Form S-1 File No. 333-280427).
​​​
10.31​Supply Agreement, by and between Supplier and the Company, dated July 14, 2023 (incorporated by reference to Exhibit 10.40 of the Company’s registration statement on Form S-1 File No. 333-280427).
​​​
10.32​Loan and Security Agreement, by and between Fiza Investments Limited and the Company, dated July 11, 2024 (incorporated by reference to Exhibit 10.41 of the Company’s registration statement on Form S-1 File No. 333-280427.
​​​
10.33​Amendment No. 1 to Loan and Security Agreement dated July 11, 2024, by and between Fiza Investments Limited and the Company, dated October 23, 2024 (incorporated by reference to Exhibit 10.41 of the Company’s registration statement on Form S-1 File No. 333-280427).
10.34​Amendment No. 2 to Loan and Security Agreement dated July 11, 2024, by and between Fiza Investments Limited and the Company, dated November 7, 2024 (incorporated by reference to Exhibit 10.40 of the Company’s registration statement on Form S-1 File No. 333-280427).
​​​
14.1*​Code of Business Conduct and Ethics
​​​
19.1*​Insider Trading Policy
​​​
21.1*​List of Subsidiaries
​​​
23.1*​Consent of BDO USA, P.C., Independent Registered Public Accounting Firm.
​​​
24.1​Power of Attorney
​​​
31.1*​Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
​
31.2*​Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
​
32**​Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
​​​
97.1*​Clawback Policy
​​​
#​Indicates a management contract or compensatory plan or arrangement.
†​Pursuant to Item 601(a)(10) of Regulation S-K, certain exhibits and schedules to this agreement have been omitted.
​​We hereby agree to furnish supplementally to the Securities and Exchange Commission, upon its request, any or all of such omitted exhibits and/or schedules.

Item 16. Form 10-K Summary

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.