zSpace Inc 2025年度报告

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act.Yes☐No☒ Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past90days. Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically; every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T(§232.0405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes⮽No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of theExchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the common stock held by non-affiliates of the registrant on June 30, 2025 (the last business day of the most recently completedsecond fiscal quarter), based on the closing price of the registrant’s common stock of $3.26 per share as reported by the Nasdaq Stock Market LLC on that date, wasapproximately $16.2 million.Shares of common stock held by each executive officer and director and by each shareholder affiliated with a director or an executiveofficer have been excluded from this calculation because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusivedetermination for other purposes. The number of outstanding shares of the Registrant’s common stock as of March 23, 2026 was 38,654,852. Documents Incorporated by Reference TTTABLE OF CONTENTS PARTI Item1. BusinessItem1A. Risk FactorsItem1B. Unresolved Staff CommentsItem1C. CybersecurityItem2. PropertiesItem3. Legal ProceedingsItem4. Mine Safety Disclosures PARTII Item5. Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities40Item6. [Reserved]40Item7. Management’s Discussion and Analysis of Financial Condition and Results of Operations40Item7A. Quantitative and Qualitative Disclosures About Market Risk56Item8. Financial Statements and Supplementary Data57Item9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure99Item9A. Controls and Procedures99Item9B. Other Information100Item9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections100PARTIIIItem10. Directors, Executive Officers and Corporate Governance101Item11. Executive Compensation106Item12. Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters113Item13. Certain Relationships and Related Transactions, and Director Independence115Item14. Principal Accountant Fees and Services116PARTIVItem15. Exhibits and Financial Statement Schedules117Item16. Form10-K Summary121 In this Annual Report on Form 10-K, “we,” “our,” “us,” “zSpace,” and “the Company” refer tozSpace, Inc., together with its consolidated subsidiaries, unless the context requires otherwise. SPECIAL NOTEABOUT FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements that involve risks anduncertainties. Many of the forward-looking s