Failure to Satisfy Listing Rule (Form 8-K)

On October 1, 2025, zSpace, Inc. (the "Company") received a written notice (the "Notice") fromthe Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company is not in compliance with the continued listing requirement set forth in Nasdaq Listing Rule 5450(b)(2)(C), which requires listed companies to maintain a minimum market value of publicly held shares ("MVPHS") of at least $15,000,000. Based on the Staff's review of the Company's MVPHS, the Company's MVPHS was below $15 million for the previous 30 consecutive business days.

The Notice has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Global Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has a period of 180 calendar days, or until March 30, 2026, to regain compliance. To regain compliance, the Company's MVPHS must close at $15 million or more for a minimum of 10 consecutive business days during this compliance period, unless the Staff exercises its discretion to require a longer period.

If the Company does not regain compliance within the prescribed period, the Staff will provide written notification that the Company's securities are subject to delisting. The Company may then appeal the Staff's determination to a Hearings Panel pursuant to Nasdaq Listing Rule 5815(a), but there can be no assurance that Nasdaq would grant the Company's request for approval of its compliance plan.

The Company intends to actively monitor its MVPHS and is evaluating its options to regain compliance with the Nasdaq Listing Rules, including applying to transfer the Company's securities from the Nasdaq Global Market to the Nasdaq Capital Market. However, there can be no assurance that the Company will be able to regain compliance with the Nasdaq Listing Rules or will otherwise be in compliance with other Nasdaq listing criteria.

The Company, by filing this Current Report on Form 8-K, discloses its receipt of the notification from Nasdaq in accordance with Nasdaq Listing Rule 5810(b).