zSpace Inc美股招股说明书(2026-02-17版)

ZSPACE, INC. 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 stockholdersidentified in this prospectus (the “selling stockholders”) of up to an aggregate of 12,500,000 shares ofcommon stock, par value $0.00001 per share, of zSpace,Inc., consisting of: (i)up to 5,000,000 shares ofcommon stock that we may issue to Tumim Stone Capital LLC (“Tumim”) pursuant to a common stockpurchase agreement between us and Tumim dated July8, 2025 (the “Purchase Agreement”); and (ii)up to7,500,000 shares of common stock that we may issue upon the conversion of that certain Senior SecuredConvertible Note issued to 3i,LP (“3i”) dated April11, 2025 (as amended, the “Convertible Note”). We are not selling any securities under this prospectus and we will not receive proceeds from the saleof the shares of our common stock by the selling stockholders. However, the Purchase Agreement providesthat we may sell up to an aggregate of $30,000,000 in shares of our common stock to Tumim, which wehave sold approximately $5.6million of our common stock pursuant to the Purchase Agreement, and wemay receive additional proceeds of up to $24.4million from the sale of the shares of common stock toTumim under the Purchase Agreement, from time to time in our discretion after the date the registrationstatement that includes this prospectus is declared effective and after satisfaction of other conditions in thePurchase Agreement. The selling stockholders are each an “underwriter” within the meaning of Section2(a)(11) of theSecurities Act. The selling stockholders may sell the shares of common stock described in this prospectus ina number of different ways and at varying prices. See “Plan of Distribution” for more information abouthow the selling stockholders may sell the shares of common stock being registered pursuant to thisprospectus. We will pay the expenses of registering the shares of common stock offered by this prospectus, but allselling and other expenses incurred by the selling stockholders will be paid by the selling stockholders. Theselling stockholders may sell our shares of common stock offered by this prospectus from time to time onterms to be determined at the time of sale through ordinary brokerage transactions or through any othermeansdescribed in this prospectus under“Plan of Distribution.”The prices at which the sellingstockholders may sell shares will be determined by the prevailing market price for our common stock or innegotiated transactions. Our common stock is listed on The Nasdaq Capital Market(“Nasdaq”) under the symbol “ZSPC.” Thelast reported closing price for our common stock on Nasdaq on February10, 2026 was $0.3493 per share.® We are an emerging growth company and a smaller reporting company under the U.S. federal securitieslaws 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 ReportingCompany.” dSpaceInvestments Limited,bSpace Investments Limited and Fiza Investments Limited,ourcontrolling 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 ExchangeCommission (“SEC”), and, to the extent that we decide to rely on the “controlled company” exemption, wewill be exempt from certain corporate governance requirements. See “Management — Controlled CompanyExemption.” Investing in our common stock involves a high degree of risk. Please read the section titled “Risk Factors”beginning on page10of this prospectus for a discussion of some of the risks you should consider beforeinvesting. Neither the Securities and Exchange Commission nor any other regulatory body has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representationto the contrary is a criminal offense. TABLE OF CONTENTS PROSPECTUS SUMMARY1RISK FACTORS10CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS34COMMITTED EQUITY FINANCING35THE 3i TRANSACTION42USE OF PROCEEDS44PLAN OF DISTRIBUTION45DIVIDEND POLICY47MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS48BUSINESS71MANAGEMENT77CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS92PRINCIPAL STOCKHOLDERS94SELLING STOCKHOLDERS95DESCRIPTION OF CAPITAL STOCK97SHARES ELIGIBLE FOR FUTURE RESALE103LEGAL MATTERS105EXPERTS105WHERE YOU CAN FIND MORE INFORMATION105INDEX TO FINANCIAL STATEMENTSF-1 You should rely only on the information contained in this prospectus, including the documentsincorporated by reference herein, and in any free writing prospectus that we have authorized for use inconnection with this offering. You should also read and consider the information in the documents to whichwe have referred you in the sections entitled “Where You Can Find More Infor