Material Agreement, Financial Obligation (Form 8-K)

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 payable.

In conjunction with the execution of the Loan Agreements, the Company entered into an intercreditor agreement (the "Intercreditor Agreement) among Itria, the Company's existing senior lender ("Senior Lender") and the Company, pursuant to which, among other things, Itria subordinated its security interest in the assets of the Company to the security interest of the Senior Lender and agreed to certain covenants limiting its ability to declare an event of default under the Loan Agreements.

The foregoing description of the Loan Agreements and the Intercreditor Agreements does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Loan Agreements and the Intercreditor Agreement, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein.

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.