Material Agreement, Financial Obligation, Private Placement (Form 8-K)

Senior Secured Convertible Note Financing

As previously reported, on April 10, 2025, zSpace, Inc., a Delaware corporation (the "Company"), entered into a securities purchase agreement (the "Securities Purchase Agreement") with an institutional investor (the "Investor"), pursuant to which the Company sold, and the Investor purchased, a senior secured convertible note issued by the Company (the "Note," and such financing, the "Convertible Note Financing") in the original principal amount of $13,978,495 (the "Principal Amount"), which is convertible into shares of the Company's common stock, par value $0.0001 per share ("Common Stock"). The Convertible Note Financing closed on April 11, 2025.

On March 16, 2026, the Company entered into an amendment to the Securities Purchase Agreement (the "Amendment") providing for, among other things, multiple closings pursuant to the Securities Purchase Agreement, rather than a total of two closings.

In addition, the Company and the Investor agreed in the Amendment to conduct a second closing pursuant to the Securities Purchase Agreement, which the Company anticipates will occur on March 16, 2026 (the "Second Closing"). On the Second Closing, the Company will issue an additional Note in the original principal amount of $4,301,075 (the "Additional Note"). The Company intends to use the net proceeds from the issuance of the Additional Note to repay approximately $2,000,000 of existing debt owed to the Investor, and for working capital and general corporate purposes.

The Additional Note is substantially similar to the form of note included as an exhibit to the Company's Current Report on Form 8-K, filed with the Commission on April 11, 2025, except that the maturity date of the Additional Note is March 15, 2028, the Initial Conversion Price is $0.28 per share, and the Additional Note is subject to a floor price of $0.05 per share.

The foregoing summaries of the terms of the various documents do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such documents or forms of documents, which are attached as exhibits to this Current Report on Form 8-K and incorporated by reference herein.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

The information contained above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Note and the potential issuance of shares of Common Stock upon conversion thereof is hereby incorporated by reference into this Item 3.02.