Form 8-K

8-K — zSpace, Inc.

Accession: 0001104659-26-068595

Filed: 2026-06-01

Period: 2026-05-28

CIK: 0001637147

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — tm2616116d1_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (tm2616116d1_ex3-1.htm)

EX-3.2 — EXHIBIT 3.2 (tm2616116d1_ex3-2.htm)

EX-10.1 — EXHIBIT 10.1 (tm2616116d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2616116d1_ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2616116d1_8k.htm · Sequence: 1

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2026-05-28

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 28, 2026

zSpace, Inc.

(Exact name of registrant as specified in charter)

Delaware

001-42431

35-2284050

(State or other Jurisdiction of

Incorporation or Organization)

(Commission File Number)

(IRS Employer

Identification No.)

55 Nicholson Lane

San Jose, California

95134

(Address of Principal Executive Offices)

(zip code)

(408) 498-4050

(Registrant’s telephone number, including

area code)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.00001 per share

ZSPC

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the

Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company x

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

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01

Entry into a Material Definitive Agreement.

Overview

On May 28, 2026, zSpace, Inc. (the “Company”),

entered into a series of related agreements and corporate actions to restructure approximately $12.0 million of outstanding indebtedness

owed to two noteholders: 3i, LP, a Delaware limited partnership (“3i”), and Fiza Investments Limited, a Cayman Islands entity

(“Fiza” and, together with 3i, the “Holders”). The transactions consist of (i) the conversion of a portion

of the amounts owed to 3i and all amounts owed to Fiza into shares of the Company’s common stock, par value $0.00001 per share (“Common

Stock”), and a newly created series of preferred stock designated as Series P-2 Convertible Preferred Stock (“Series P-2

Preferred”), (ii) the amendment of 3i’s remaining senior convertible note, (iii) the amendment of the Certificate

of Designations of the Company’s Series P Convertible Preferred Stock, and (iv) the creation of the new Series P-2

Preferred, each as described in more detail below.

3i Debt Restructuring Agreement

On May 28, 2026 (the “Closing Date”),

the Company entered into a Debt Restructuring Agreement (the “3i Agreement”) with 3i. Pursuant to the 3i Agreement, 3i agreed

to convert an aggregate of $2,000,000 of outstanding principal and other owed amounts under its senior secured convertible notes into

shares of Common Stock. Specifically, the converted amount consists of (i) $789,110 (the “First Note Converted Amount”)

of outstanding principal and other owed amounts under a senior secured convertible note originally issued on April 11, 2025 in the

original principal amount of $13,978,495 (the “First Note”), and (ii) an amount of interest and Make-Whole Amounts (as

defined in the Second Note) equal to $2,000,000 minus the First Note Converted Amount, drawn from a senior secured convertible note issued

on March 16, 2026 in the original principal amount of $4,301,075 (the “Second Note”). Conversion of the First Note Converted

Amount fully satisfies and discharges all obligations under the First Note.

The conversion price for the shares of Common Stock

issuable to 3i pursuant to the 3i Agreement is $0.2385 per share, a fixed price equal to 150% of the closing price of the Common Stock

on the OTC Markets on the trading day immediately preceding the Closing Date. The number of shares of Common Stock issuable to 3i pursuant

to the 3i Agreement is equal to $2,000,000 divided by such conversion price, rounded up to the nearest whole share.

Simultaneously, the Second Note (as reduced by

the converted amounts described above) was amended effective as of the Closing Date (as so amended, the “Amended Note”). Under

the Amended Note, 3i will be subject to a nine (9)-month conversion moratorium during which it may not exercise any conversion right.

Commencing on the date that is nine (9) months after the Closing Date, the Company will be obligated to repay the Amended Note in

nine (9) equal consecutive monthly installments of combined principal, interest and Make-Whole Amounts (as defined in the Amended

Note), with the final installment due eighteen (18) months after the Closing Date.

The 3i Agreement also includes customary representations

and warranties of the parties, a limitation on the beneficial ownership of 3i in the Company’s Common Stock of 4.99% of the total

outstanding Common Stock immediately after giving effect to such issuance (increasing to 9.99% on or after June 20, 2026), and a

60-day standstill on 3i’s ability to declare an Event of Default (as defined in the Amended Note) as a result of the Company’s

Common Stock being suspended from trading on Nasdaq.

Fiza Debt Conversion Agreement

On May 28, 2026, the Company also entered

into, and consummated the transactions contemplated by, a Debt Conversion Agreement (the “Fiza Agreement”) with Fiza. Fiza

held outstanding debt owed by the Company in the aggregate amount of $10,003,915.76, consisting of $7,201,694.89 in principal (the “Principal”)

and $2,802,220.87 in accrued interest (the “Interest”), evidenced by one or more promissory notes or loan agreements.

Pursuant to the Fiza Agreement, Fiza agreed to

convert: (i) the Principal into shares of Common Stock at a fixed conversion price equal to $0.2385 per share, 150% of the closing

price of the Common Stock on the OTC Markets on the trading day immediately preceding the Closing Date; and (ii) the Interest into

shares of the newly created Series P-2 Preferred at a fixed conversion price of $1.00 per share, resulting in the issuance of 2,802,221

shares of Series P-2 Preferred to Fiza. The Fiza Agreement includes customary representations, warranties and covenants of the parties.

Amendment to Series P Convertible Preferred Stock

In connection with the foregoing transactions,

on May 28, 2026, the Board of Directors of the Company (the “Board”), with the prior written consent of the holder of

all of the outstanding shares of Series P Convertible Preferred Stock, approved, and directed the Company to file with the Secretary

of State of the State of Delaware, a Certificate of Amendment to the Certificate of Designations of Series P Convertible Preferred

Stock of zSpace, Inc. (the “Series P Amendment”). The Series P Amendment: (i) reduces the authorized number

of shares of Series P Convertible Preferred Stock from 5,000,000 to 2,000,000 shares; and (ii) reduces the current Conversion

Price of the Series P Convertible Preferred Stock to $1.00 per share. All other terms of the Certificate of Designations of Series P

Convertible Preferred Stock were not affected by the Series P Amendment.

Certificate of Designations of Series P-2 Convertible Preferred

Stock

On May 28, 2026, the Board approved a Certificate

of Designations of Series P-2 Convertible Preferred Stock of zSpace, Inc. (the “Series P-2 COD”), creating

a new series of preferred stock designated as “Series P-2 Convertible Preferred Stock” upon filing with the Secretary

of State of the State of Delaware. The principal terms of the Series P-2 Preferred are as follows:

Designation and Amount. Up to 3,000,000

shares of Series P-2 Preferred are authorized, par value $0.00001 per share, with a stated value of $1.00 per share. Series P-2

Preferred ranks pari passu with the Series P Convertible Preferred Stock and senior to Common Stock and all other junior shares as

to payment of dividends, distribution of assets upon liquidation, and redemption rights.

Dividends. Each share of Series P-2

Preferred is entitled to cumulative dividends at a rate of 18% per annum, payable annually, compounding annually from the original issue

date. Dividends are payable only in shares of Series P-2 Preferred. No dividends may be paid on shares junior to the Series P-2

Preferred unless dividends on Series P-2 Preferred have first been paid in full.

Voting Rights. Series P-2 Preferred

votes on an as-converted basis together with the Common Stock. So long as any shares of Series P-2 Preferred remain outstanding,

the Company may not, without the affirmative vote of a majority of the outstanding shares of Series P-2 Preferred, (a) alter

or change the powers, preferences or rights of the Series P-2 Preferred, (b) authorize or create any class of stock ranking

senior to or pari passu with the Series P-2 Preferred (other than Series P), (c) amend the Certificate of Incorporation

in any manner adversely affecting Series P-2 Preferred holders, (d) increase the authorized shares of preferred stock, or (e) enter

into any agreement with respect to the foregoing.

Liquidation. Upon any liquidation, dissolution,

winding-up, or Change of Control Transaction (as defined in the Series P-2 COD), holders of Series P-2 Preferred are entitled

to receive, for each share, before any distribution to holders of junior shares, an amount equal to the greater of (a) the stated

value plus accrued and unpaid dividends and other amounts due, or (b) the amount such holder would receive if the share had been

converted into Common Stock at the then-applicable conversion price immediately prior to such event.

Conversion. Each share of Series P-2

Preferred is convertible into Common Stock at the option of the holder beginning on the third anniversary of the original issue date.

The conversion price is equal to the stated value ($1.00) plus accrued dividends, divided by the then-applicable conversion price (initially

$1.00 per share of Common Stock, subject to customary anti-dilution adjustments). Conversion is subject to a 4.99% (or 9.99% at the holder’s

election) beneficial ownership limitation.

Exemption from Registration

The shares of Common Stock and Series P-2

Preferred issued or to be issued in connection with the transactions described above are being issued in reliance upon exemptions from

registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder, as transactions

not involving a public offering. Each of the Holders has represented that it is an “accredited investor” within the meaning

of Rule 501 under the Securities Act.

The foregoing descriptions of the 3i Agreement,

the Fiza Agreement, the Series P Amendment, and the Series P-2 COD are summaries only, do not purport to be complete, and are

qualified in their entirety by reference to the full text of each of these agreements and corporate documents, copies of which are filed

as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

The information provided in Item 1.01 of this Current

Report on Form 8-K is incorporated by reference into this Item 1.02.

As described in Item 1.01 above, upon the consummation

of the debt restructuring transaction with 3i, all obligations of the Company under the First Note were fully satisfied, discharged, and

cancelled without further action. The First Note will be deemed null and void and of no further force or effect, and 3i will have no further

right, title, or interest in or to the First Note or any amounts previously owed thereunder.

In addition, upon the consummation of the debt

conversion transaction with Fiza, all obligations of the Company under the promissory notes and loan agreements evidencing the Fiza debt

were fully satisfied, discharged, and cancelled. Upon closing, all obligations of the Company under the Fiza notes were extinguished in

their entirety, and Fiza has no further claims against the Company arising out of or relating to those notes or any amounts previously

owed thereunder.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information

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

Item 3.02

Unregistered Sales of Equity Securities.

The information

provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information

provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

The

following documents are attached as exhibits to this Current Report on Form 8-K:

Exhibit

No.

Exhibit Description

3.1

Certificate of Amendment to the Certificate of Designations of Series P Convertible Preferred Stock of zSpace, Inc.

3.2

Certificate of Designations of Series P-2 Convertible Preferred Stock of zSpace, Inc.

10.1

Debt Restructuring Agreement, dated May 28, 2026, between zSpace, Inc. and 3i, LP.

10.2

Debt Conversion Agreement, dated May 28, 2026, between zSpace, Inc. and Fiza Investments Limited.

104

Cover Page Interactive Data File (embedded with the inline XBRL document)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Date: June 1, 2026

zSpace, Inc.

By:

/s/ Erick DeOliveira

Erick DeOliveira

Chief Financial Officer

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2616116d1_ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF DESIGNATIONS

SERIES P CONVERTIBLE PREFERRED STOCK

ZSPACE, INC.

(Pursuant to Section 151(g) of the

General Corporation Law of the State of Delaware)

The undersigned, being the Chief

Executive Officer of zSpace, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”),

in accordance with the provisions of the Delaware General Corporation Law, hereby certifies that the following resolutions were duly adopted

by its Board of Directors (the “Board”) pursuant to authority conferred upon the Board by the Second Amended and Restated

Certificate of Incorporation of the Company (as amended, the “Certificate of Incorporation”):

RESOLVED,

that the Board of Directors of the Company hereby approves and adopts the following amendment to the Certificate of Designations of Series P

Convertible Preferred Stock of zSpace, Inc., filed with the Secretary of State of the State of Delaware on January 27, 2026

(the “Original Certificate”), as set forth herein.

1.            Amendment

to Authorized Shares. Section 1 of the Original Certificate is hereby amended to reduce the authorized number of shares of Series P

Convertible Preferred Stock from 5,000,000 shares to 2,000,000 shares, effective as of the date this Certificate of Amendment

is filed with the Secretary of State of the State of Delaware.

2.            Reduction

of Current Conversion Price. Pursuant to the authority expressly granted to the Board under Section 5(c) of the Original

Certificate, and with the prior written consent of the Holders of a majority of the then-outstanding shares of Series P Convertible

Preferred Stock, the then-current Conversion Price of the Series P Convertible Preferred Stock is hereby reduced to $1.00 per

share, effective as of the date this Certificate of Amendment is filed with the Secretary of State of the State of Delaware.

3.            No

Other Amendments. Except as expressly set forth in this Certificate of Amendment, all other provisions of the Original Certificate

remain in full force and effect without modification.

4.            Effective

Date. This Certificate of Amendment shall become effective upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned

has executed this Certificate of Amendment as of May 28, 2026.

ZSPACE,INC.

By:

/s/ Paul Kellenberger

Name:

Paul Kellenberger

Title:

Chief Executive Officer

EX-3.2 — EXHIBIT 3.2

EX-3.2

Filename: tm2616116d1_ex3-2.htm · Sequence: 3

Exhibit 3.2

CERTIFICATE OF DESIGNATIONS

SERIES P-2 CONVERTIBLE PREFERRED STOCK

ZSPACE, INC.

(Pursuant to Section 151(g) of the

General Corporation Law of the State of Delaware)

The undersigned, being the Chief

Executive Officer of zSpace, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”),

in accordance with the provisions of the Delaware General Corporation Law, hereby certifies that the following resolutions were adopted

by its Board of Directors (the “Board”) pursuant to authority conferred upon the Board by its Second Amended and Restated

Certificate of Incorporation (as amended, the “Certificate of Incorporation”):

RESOLVED,

that pursuant to the authority expressly granted to and vested in the Board by provisions of the Certificate of Incorporation, there hereby

is created out of the shares of preferred stock of the Company, par value $0.00001 per share, as authorized in the Certificate of Incorporation,

a series of preferred stock of the Corporation, to be named “Series P-2 Convertible Preferred Stock” consisting of 3,000,000

shares (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization

of the Series P-2 Preferred Stock), and having the relative rights, designations, preferences, qualifications, privileges, limitations,

restrictions, options, conversion rights and other special or relative rights applicable thereto as follows:

1. Designation and Amount. The shares of such series shall be designated as Series P-2 Convertible

Preferred Stock, par value $0.00001 per share (the “Series P-2 Preferred”). The authorized number of shares constituting

the Series P-2 Preferred shall be 3,000,000. Such number of shares may be increased or decreased by resolution of the Board; provided

that no decrease shall reduce the number of shares of Series P-2 Preferred to a number less than the number of shares of such series

then outstanding and no increase shall increase the number of shares of Series P-2 Preferred above the total number of authorized

shares of such series as set forth in this Section 1, without the affirmative vote of each holder of Series P-2 Preferred (each,

a “Holder”). Each share of Series P-2 Preferred shall have a stated value equal to $1.00, subject to adjustment

as set forth herein (the “Stated Value”). The Series P-2 Preferred shall rank pari passu with the Series P

Convertible Preferred Stock of the Company (the “Series P Preferred”) as to the payment of dividends, the distribution

of assets upon a Liquidation (as defined in Section 4), and redemption rights, and in all other respects, and shall rank senior to

the Common Stock and all other Junior Shares as to dividends and upon Liquidation.

2. Dividends. Each share of Series P-2 Preferred shall be entitled to receive, and the Company

shall pay, cumulative dividends of eighteen percent (18%) per annum, payable annually, beginning on the Original Issue Date and ending

on the date that such share of Series P-2 Preferred has been converted or redeemed. Dividends shall be paid only in shares of Series P-2

Preferred. Dividends on the Series P-2 Preferred shall be calculated on the basis of a 360-day year, consisting of twelve (12) thirty

(30) calendar day periods, and shall accrue and compound annually commencing on the Original Issue Date, and shall be deemed to accrue

from such date whether or not earned or declared and whether or not there are profits, surplus or other funds of the Company legally available

for the payment of dividends. No dividends shall be paid on any shares that rank junior to the Series P-2 Preferred (“Junior

Shares”), unless a dividend shall have first been declared and paid in full on the Series P-2 Preferred.

3. Voting Rights. The Series P-2 Preferred will vote together with the common stock on an as-converted

basis. However, as long as any shares of Series P-2 Preferred are outstanding, the Company shall not, without the affirmative vote

of the Holders of a majority of the then outstanding shares of the Series P-2 Preferred directly and/or indirectly (a) alter

or change adversely the powers, preferences or rights given to the Series P-2 Preferred or alter or amend this Certificate of Designations,

(b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a Liquidation (as defined

in Section 4) senior to, or otherwise pari passu with, the Series P-2 Preferred (it being understood that the Series P

Preferred, which ranks pari passu with the Series P-2 Preferred, is not subject to this restriction), (c) amend its Certificate

of Incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (d) increase the number

of authorized shares of Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing.

4. Liquidation. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary

or involuntary (a “Liquidation”), or a Change of Control Transaction, the Holders shall be entitled to receive, for

each share of Series P-2 Preferred, before any distribution or payment shall be made to the holders of any Junior Shares, an amount

equal to the greater of: (a) the Stated Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages

then due and owing thereon under this Certificate of Designations; and (b) the amount that would be payable in respect of such share

if, immediately prior to such Liquidation or Change of Control Transaction, such share had been converted into Common Stock at the then-applicable

Conversion Price (without regard to whether such share is then actually convertible or is actually converted, and without regard to any

beneficial ownership limitation or other conversion restriction set forth herein), participating on an as-converted basis with the holders

of Common Stock. If the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed

to the Holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable on such

shares if all amounts payable thereon were paid in full. The Company shall mail written notice of any such Liquidation, not less than

thirty (30) days prior to the payment date stated therein, to each Holder.

5. Conversion.

a) Conversions at Option of Holder. Each share of Series P-2 Preferred shall be convertible,

at any time beginning on the third anniversary of the Original Issue Date, at the option of the Holder thereof, into that number of shares

of Common Stock (subject to the limitations set forth in Section 5(f)) determined by dividing the Stated Value of such share of Series P-2

Preferred, plus any accrued and unpaid dividends thereon, by the Conversion Price. Holders shall effect conversions by providing the Company

with a conversion notice specifying the number of shares of Series P-2 Preferred to be converted, and the date on which such conversion

is to be effected, which date may not be prior to the date the applicable Holder delivers by facsimile or email such Notice of Conversion

to the Company (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the

Conversion Date shall be the date that such Notice of Conversion to the Company is deemed delivered hereunder. Shares of Series P-2

Preferred converted into Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not be reissued.

b) Required Conversion. All outstanding shares of the Series P-2 Preferred shall be converted

into Common Stock on the fifth anniversary of the Original Issue Date at the price determined pursuant to Section 5(c) (the

“Required Conversion Date”). The Company shall, no less than ten (10) Business Days prior to a required conversion,

send a notice to each Holder informing such Holder of the date of such required conversion (the “Required Conversion Date”),

the number of shares of Common Stock to be received by such Holder for each share of Series P-2 Preferred converted, and the procedure

that such Holder should follow to effect such required conversion and receive such shares of Common Stock. Upon conversion of the Series P-2

Preferred on the Required Conversion Date, all shares of Series P-2 Preferred shall no longer be deemed outstanding, and all rights

with respect to such shares of Series P-2 Preferred shall forthwith on the Required Conversion Date cease and terminate, except only

the right of each Holder thereof to receive such number of shares of Common Stock as the Series P-2 Preferred held by such Holder

shall have been converted into on the Required Conversion Date and any and all Dividends declared on Series P-2 Preferred prior to

the Required Conversion Date.

c) Conversion Price. The Conversion Price for the Series P-2 Preferred shall initially be the

Stated Value. If the Company at any time effects a stock split, stock dividend, or subdivision of its Common Stock, the Conversion Price

shall be proportionately decreased. If the Company effects a reverse stock split or combination of its Common Stock, the Conversion Price

shall be proportionately increased. For required conversions pursuant to Section 5(b), the “Required Conversion Rate”

shall be the lower of (y) the Conversion Price and (z) eighty percent (80%) of the 90-Day VWAP of the Company’s Common

Stock. In addition, subject to the rules and regulations of the Trading Market, the Company may at any time any Series P-2 Preferred

remains outstanding, with the prior written consent of the Holders, reduce the then current Conversion Price to any amount and for any

period of time deemed appropriate by the Board.

d) Reservation of Shares. The Company shall at all times reserve and keep available out of its authorized

but unissued shares of Common Stock sufficient shares of Common Stock for the purpose of issuance upon conversion of shares of Series P-2

Preferred, and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion

of all then issued and outstanding shares of the Series P-2 Preferred, the Company shall promptly take such corporate action as may,

in the reasonable opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of

shares as shall be at least sufficient for such purpose. All shares of Common Stock or other securities issued upon conversion of the

Series P-2 Preferred shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens

and other charges. The Company shall take such action as may be necessary to ensure that all such shares of Common Stock or other securities

may be so issued without violation of any applicable law, rule or regulation or any requirements of any securities exchange or market

on which shares of Common Stock or such other securities are then listed.

e) Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued

upon the conversion of the Series P-2 Preferred. As to any fraction of a share which the Holder would otherwise be entitled to purchase

upon such conversion, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal

to such fraction multiplied by the Conversion Price or round up to the next whole share.

f) Beneficial Ownership Limitation. Notwithstanding anything herein to the contrary, the Company shall

not effect any conversion of the Series P-2 Preferred, and a Holder shall not have the right to convert any portion of the Series P-2

Preferred, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together

with such Holder’s affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). To the

extent that the limitation contained in this Section 5(f) applies, the determination of whether a portion of the Series P-2

Preferred is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to

be the Holder’s certification that the conversion is permitted under the Beneficial Ownership Limitation. The “Beneficial

Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect

to the issuance of shares of Common Stock issuable upon conversion of the Series P-2 Preferred held by the Holder. The Holder, upon

notice to the Company, may increase or decrease the Beneficial Ownership Limitation, provided that: Any increase in the Beneficial Ownership

Limitation will not be effective until the 61st day after such notice is delivered to the Company. In no event shall the Beneficial Ownership

Limitation exceed 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares

of Common Stock upon conversion. The provisions of this Section shall be construed and implemented in a manner otherwise than in

strict conformity with the terms of this Section to the extent necessary to properly give effect to this limitation, which is intended

to ensure compliance with the rules and regulations of the Trading Market.

g) Principal Market Regulation. The Company shall not issue any shares of Common Stock upon conversion

of any Series P-2 Preferred or otherwise pursuant to the terms of this Certificate of Designations if the issuance of such shares

of Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue upon conversion of the Series P-2

Preferred without breaching the Company’s obligations under the rules and regulations the listing rules of the Trading

Market (the maximum number of shares of Common Stock which may be issued without violating such rules and regulations, the “Exchange

Cap”), except that such limitation shall not apply in the event that the Company obtains the approval of its stockholders as

required by the applicable rules and regulations of the Trading Market for issuances of shares of Common Stock in excess of such

amount. Until such approval is obtained, no Holder shall be issued in the aggregate, upon conversion of any Series P-2 Preferred,

shares of Common Stock in an amount greater than the Exchange Cap as of the Original Issue Date multiplied by (ii) the quotient of

(1) the aggregate number of Series P-2 Preferred issued to such Holder on the Original Issue Date, divided by (2) the aggregate

number of shares of Series P-2 Preferred outstanding as of the Original Issue Date (with respect to each Holder, the “Exchange

Cap Allocation”). In the event that any Holder shall sell or otherwise transfer any of such Holder’s Series P-2 Preferred,

the transferee shall be allocated a pro rata portion of such Holder’s Exchange Cap Allocation with respect to such portion of such

Series P-2 Preferred so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the

portion of the Exchange Cap Allocation so allocated to such transferee.

h) Notice to the Holders. Whenever the Conversion Price

is adjusted pursuant to any provision of this Section 5, the Company shall promptly deliver to each Holder a notice setting forth

the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

6. Covenant. So long as any Series P-2 Preferred shall be outstanding, the Company shall not,

without first having provided written notice of such proposed action to each Holder and having obtained the affirmative vote or written

consent of Holders holding a majority of the Series P-2 Preferred then outstanding, issue any securities senior or pari passu in

rights or preferences to the Series P-2 Preferred or take any action if such action materially and adversely affects the rights,

including action by way of amendment of the Certificate of Incorporation or the Company’s Bylaws or by way of merger or consolidation,

of the Series P-2 Preferred as of the date hereof.

7. Tax Treatment. It is intended for U.S. federal and applicable state and local income tax purposes

that (i) the Series P-2 Preferred will be treated as stock that is not “preferred stock” within the meaning of Section 305

of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations issued thereunder, (ii) no

Holder will be required to include in income as a dividend (including any deemed dividend) any income or gain in respect of the Series P-2

Preferred unless and until dividends are declared and paid in cash in respect of such Series P-2 Preferred and (iii) the conversion

of the Series P-2 Preferred to Common Stock in accordance with the terms of this Certificate of Designations will be treated as a

tax-deferred recapitalization under Section 368(a)(1)(E) of the Code and such conversion will not result in a constructive distribution

on account of accrued dividends under Treasury Regulations Section 1.305-7(c) (clauses (i) through (iii), the “Intended

Tax Treatment”). The Company will, and will use commercially reasonable efforts to cause any paying agent or other agent of the

Company to, report consistently with the Intended Tax Treatment (including on any information return or by way of withholding) unless

otherwise required by a change in applicable law after the date hereof.

8. General Definitions. For purposes of this Certificate of Designations, the following definitions

shall apply:

“90-Day VWAP” means

the volume weighted average price of the Common Stock on the principal Trading Market for the ninety (90) consecutive trading days immediately

preceding (but not including) such date. Such value shall be calculated by dividing the aggregate value of all Common Stock traded on

the Trading Market during such ninety (90) trading day period (calculated as the sum of the product of the sale price of each trade multiplied

by the number of shares in such trade) by the total number of shares of Common Stock traded on the Trading Market during such period.

If the Common Stock is not then listed or quoted on a Trading Market, the 90-Day VWAP shall be the fair market value of the Common Stock

as determined in good faith by the Board.

“Business Day” means

any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions

in the State of New York are authorized or required by law or other governmental action to close.

“Change of Control Transaction”

means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or

“group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through

legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 50% of the voting securities

of the Company, (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with

the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less

than 50% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers

all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own

less than 50% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time

or within a one year period of more than one-half of the members of the Board which is not approved by a majority of those individuals

who are members of the Board on the Original Issue Date (or by those individuals who are serving as members of the Board on any date whose

nomination to the Board was approved by a majority of the members of the Board who are members on the Original Issue Date), or (e) the

execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set

forth in clauses (a) through (d) above.

“Common Stock” means

the common stock of the Company, par value $0.00001 per share.

“Conversion Price”

means the price at which a share of Series P-2 Preferred is converted into a share of Common Stock, which shall be determined pursuant

to Section 5(c).

“Original Issue Date”

means the date of the first issuance of any shares of the Series P-2 Preferred.

“Person” means an

individual, a partnership, a corporation, a trust, a joint venture, an unincorporated organization or a government or any department or

agency thereof.

“Preferred Stock”

means any series of the preferred stock of the Company, par value $0.00001 per share.

“Required Conversion Rate”

shall have the meaning defined in Section 5(c).

“Trading Market”

means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: The

NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, the New York Stock Exchange, NYSE Arca, the NYSE MKT,

or the OTCQX Marketplace, the OTCQB Marketplace, the OTC Pink Marketplace or any other tier operated by OTC Markets Group Inc. (or any

successor to any of the foregoing).

9. Certificates. Shares of Series P-2 Preferred may be evidenced by share certificates or may

be uncertificated, subject to the right of a Holder to request the delivery of a certificate pursuant to Section 158 of the General

Corporation Law of the State of Delaware. If any certificated security becomes mutilated, destroyed, stolen or lost, the Holder thereof

may have it replaced by delivering the security of evidence of its loss, theft or destruction to the Company, provided that such Holder

shall be responsible for any expenses and reasonable costs associated with the replacement of such mutilated, destroyed, stolen or lost

security.

10. Taxes. The Company shall pay all documentary, stamp or other taxes attributable to the issuance

of delivery of shares of Common Stock or other securities of the Company upon conversion of any shares of Series P-2 Preferred; provided,

however, that the Company shall not be required to pay any income, capital gain or other taxes that may be payable in respect of any transfer

involved in the issuance or delivery of any certificate for such shares in a name other than that of the Holder of Series P-2 Preferred

in respect of which such shares are being issued.

11. Severability. If any provision of this Certificate of Designations is invalid, illegal or unenforceable,

the balance of this Certificate of Designations shall remain in effect, and if any provision is inapplicable to any person or circumstance,

it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount

deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically

be lowered to equal the maximum rate of interest permitted under applicable law.

IN WITNESS WHEREOF, the undersigned

has executed this Certificate of Designations as of May 28, 2026.

/s/ Paul Kellenberger

Name:

Paul Kellenberger

Title:

Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2616116d1_ex10-1.htm · Sequence: 4

Exhibit 10.1

DEBT RESTRUCTURING AGREEMENT

THIS DEBT RESTRUCTURING AGREEMENT (this “Agreement”),

dated May 28, 2026, is entered into by and between zSpace, Inc., a Delaware corporation (the “Company”),

and 3i, LP, a Delaware limited partnership (the “Holder”).

WHEREAS, the Holder holds (1) a senior secured

convertible note issued by the Company on April 11, 2025 in the original principal amount of $13,978,495 (the “First Note”),

for which $789,110 of principal remains outstanding as of the date hereof, and (2) a senior secured convertible note issued by the

Company on March 16, 2026 in the original principal amount of $4,301,075 (the “Second Note,” and, together with

the First Note, the “Notes”), for which the entire principal remains outstanding as of the date hereof;

WHEREAS, the Company has requested that the Holder

(a) convert the entire principal amount and all other owed amounts of the First Note and certain owed amounts of the Second Note

into shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), and (b) agree

to amend the Second Note, in each case pursuant to, and subject to the conditions of, this Agreement.

NOW THEREFORE, in consideration of the premises

and the mutual covenants and agreements of the parties hereinafter set forth, the parties hereto hereby agree as follows:

1. Debt Conversion AND AMENDMENT.

(a) Conversion. The Holder agrees, subject to

the conditions set forth herein, to convert into shares of Common Stock (collectively, the “Conversion Shares”) $2,000,000

of outstanding principal and other owed amounts of the Notes, consisting of (i) $789,110 of outstanding principal and the other owed

amounts of the First Note as set forth on Exhibit A attached hereto, the line items and aggregate of which shall be updated

and confirmed in writing by the parties hereto on or prior to the Closing Date (as defined below) (the aggregate amount of such outstanding

principal and other owed amounts, the “First Note Converted Amount”), and (ii) an aggregate amount of interest

and Make-Whole Amounts (as defined in the Second Note) of the Second Note equal to $2,000,000 minus the First Note Converted Amount (such

conversions, collectively, the “Debt Conversion”), in the Closing (as defined below) at a fixed conversion price equal

to 150% of the closing price of the Company’s Common Stock as quoted on the OTC Markets on the trading day immediately preceding

the Closing Date. The number of shares of Common Stock issuable to the Holder pursuant to the Debt Conversion shall be equal to $2,000,000

divided by such conversion price, rounded up to the nearest whole share in the event that a fractional share would result from such conversion.

(b) Amendment. Effective as of the Closing Date,

the Second Note shall be amended to include the terms set forth in Section 2 hereof (as amended, the “Amended Note”).

In the event of any conflict between the terms in Section 2 and the terms of the Second Note prior to giving effect to the

amendment contemplated by this Section 1(b), the terms set forth in Section 2 shall control.

of this Agreement, the consummation of the transactions contemplated hereby shall take place at a closing (the “Closing”,

and the date thereof, the “Closing Date”) to be held on or before May 28, 2026, at 10:00 a.m., local time,

at the offices of the Company, or at such other time, date or place as the parties may agree upon in writing. The Closing shall be conditioned

upon the simultaneous closing of the debt restructuring transactions (the “Fiza Restructuring”) between the Company

and Fiza Investments Limited. The terms of the Fiza Restructuring shall be no more favorable than the terms set forth herein and shall

otherwise be reasonably satisfactory to the Holder.

(d) Cancellation of First Note. Upon and after

the Closing and the issuance of the Conversion Shares attributable to the First Note Converted Amount, all obligations of the Company

under the First Note shall automatically, and without further action, terminate and be null and void, and the First Note shall be deemed

fully satisfied, discharged, and canceled. The Holder hereby acknowledges and agrees that, following the Closing, it shall have no further

right, title, or interest in or to the First Note and shall have no further claims against the Company arising out of or relating to the

First Note or any amounts previously owed thereunder.

(e) Restricted Securities; Legend. Unless restricted

legends are not required pursuant to Section 6(b) hereof, Conversion Shares shall be “restricted securities” under

U.S. federal securities laws inasmuch as they will be acquired in a transaction not involving a public offering, and under such laws and

applicable regulations such Conversion Shares may be resold without registration only in certain limited circumstances. The certificates

or book-entry records evidencing such Conversion Shares will bear appropriate legends regarding these restrictions, including the following

(or substantially similar) legend:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,

TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE COMPANY

SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES

LAWS IS NOT REQUIRED.

(f) Resale Restrictions. In the absence of an

effective registration statement covering the Conversion Shares, the Conversion Shares may only be resold in accordance with Regulation

S, Rule 144, or in a transaction otherwise exempt from registration. The Holder agrees not to make any direct or indirect disposition,

sale, transfer, pledge, or hedge (including by way of short selling) of any Conversion Shares unless (a) there is a registration

statement declared effective by the SEC with respect to the Conversion Shares to be transferred and no stop order is then in effect, or

(b) the transfer is made under a valid exemption from registration under the Securities Act.

2. Amended note.

(a) Conversion Moratorium. For a period of nine

(9) months following the Closing Date (the “Moratorium Period”) and as long as there is no Event of Default (as

defined in the Amended Note) that remains uncured, the Holder shall not exercise, and shall have no right to exercise, any conversion

right under the Amended Note, and the Company shall have no obligation to issue any shares of Common Stock or other equity securities

of the Company in respect thereof during such period. Any purported exercise of a conversion right under the Amended Note during the Moratorium

Period shall be null and void and of no force or effect.

(b) Repayment Schedule. Commencing on the date

that is nine (9) months after the Closing Date (the “First Installment Date”), and on the same day of each calendar

month thereafter, the Company shall repay the Amended Note in nine (9) equal consecutive monthly installments of combined principal,

interest and Make-Whole Amounts (as defined in the Amended Note), if any, with the final installment due on the date that is eighteen

(18) months after the Closing Date. Each installment shall be in an amount equal to the total outstanding principal, accrued interest

and Make-Whole Amounts under the applicable Amended Note as of the First Installment Date, divided by nine (9). All payments shall be

made in lawful money of the United States by wire transfer of immediately available funds to an account designated in writing by the Holder.

3. Representations and Warranties

of Company.

The Company hereby represents and warrants to the Holder as follows:

(a) Capitalization; Conversion Shares. As of

the date hereof, the Company has authorized capital stock sufficient to issue all Conversion Shares and all shares of Common Stock issuable

under the Amended Note, in each case as contemplated by this Agreement. All of the issued and outstanding shares of the Company’s

capital stock are, and all shares reserved for issuance will be, upon issuance in accordance with the terms specified in the instruments

or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable. The Conversion Shares,

when issued in accordance with this Agreement, and the shares of Common Stock issuable under the Amended Note, when issued thereunder,

have been duly authorized and, when issued, will be validly issued, fully paid, and nonassessable shares of Common Stock.

(b) Authorization; Binding Agreement. The Company

has full legal power to execute and deliver this Agreement and to perform its obligations hereunder. All acts required to be taken by

the Company to enter into this Agreement and to carry out the transactions contemplated hereby have been properly taken, and this Agreement

constitutes a legal, valid, and binding obligation of the Company, enforceable in accordance with its terms, and does not conflict with,

result in a breach or violation of, or constitute (or with notice or lapse of time or both constitute) a default under any instrument,

contract, or other agreement to which the Company or any of its subsidiaries is a party.

to the Holder true and complete copies of all periodic reports, registration statements, and proxy statements filed by it with the U.S.

Securities and Exchange Commission (the “SEC”) and/or posted on the OTC Markets. Each of such filings, as of its filing

or posting date, complied in all material respects with the applicable requirements and did not contain any untrue statement of a material

fact or omit a material fact necessary to make the statements contained therein not misleading in light of the circumstances in which

such statements were made.

(d) Compliance with Laws. Since January 1,

2026, the Company has conducted its business in compliance in all material respects with all applicable laws, rules, and regulations,

except as would not reasonably be expected, singly or in the aggregate, to be materially adverse to the business, assets, or financial

condition of the Company.

4. Representations and Warranties

of the Holder.

The Holder represents and warrants to the Company as follows:

(a) Authorization; Title to Notes. The Holder

has full legal power to execute and deliver this Agreement and to perform its obligations hereunder. The Holder represents and warrants

that it is the sole legal and beneficial holder of the Notes. All acts required to be taken by the Holder to enter into this Agreement

and to carry out the transactions contemplated hereby have been properly taken; and this Agreement constitutes a legal, valid, and binding

obligation of the Holder enforceable in accordance with its terms.

(b) Review of Company Information. The Holder

has reviewed such information regarding the Company as it has deemed necessary or appropriate to make an informed investment decision

with respect to the transactions contemplated hereby.

given the opportunity to ask questions and receive answers from the officers and directors of the Company and to obtain additional information

from the Company.

(d) Investment Sophistication. The Holder has

such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in

the Company’s securities and has obtained, in its judgment, sufficient information about the Company to evaluate the merits and

risks of its securities.

(e) Reliance on Company Representations. The

Holder is relying solely on the representations and warranties contained in Section 3 hereof and in any certificates delivered at

Closing in making its decision to enter into this Agreement and consummate the transactions contemplated hereby, and no oral representations

or warranties of any kind have been made by the Company or its officers, directors, employees, or agents to the Holder.

(f) Investment Intent; Accredited Investor Status.

The Holder represents, warrants, and agrees that: (i) the Conversion Shares it receives will be acquired for investment purposes

only, for its own account or for the account of controlled affiliates, not as a nominee or agent, and not with a view to the resale or

distribution of any part thereof; (ii) it is not a party to any undisclosed contract, undertaking, agreement, or arrangement with

any person to sell, transfer, or grant participations with respect to any of the Conversion Shares; (iii) it has not been formed

for the specific purpose of acquiring the Conversion Shares; (iv) it has received or has had full access to all information it considers

necessary or appropriate for deciding whether to accept the Conversion Shares; (v) it is financially sophisticated, is able to fend

for itself, can bear the economic risk of the investment, and has such knowledge and experience in financial or business matters that

it is capable of evaluating the merits and risks of the investment in the Conversion Shares; and (vi) it is an “accredited

investor” within the meaning of current SEC rules.

5. Conditions.

(a) Conditions to Company’s Obligations.

The obligations of the Company to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment of the

following conditions:

(i) The representations and warranties of the Holder set

forth in Section 4 hereof shall be true and correct as of the date hereof and as of the Closing Date.

(ii) The Holder shall have taken all corporate and other

actions necessary to authorize and consummate the transactions contemplated by this Agreement, and shall have obtained all consents, approvals,

and authorizations of any governmental or regulatory authority or other third party required in connection therewith.

(iii) All governmental or regulatory authorizations, approvals,

or permits required for the issuance of the Conversion Shares shall have been obtained.

(b) Conditions to the Holders’ Obligations.

The obligations of the Holder to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment of the

following conditions:

(i) The representations and warranties of the Company

set forth in Section 3 hereof shall be true and correct as of the date hereof and as of the Closing Date.

(ii) The Company shall have taken all corporate and other

actions necessary to authorize and consummate the transactions contemplated by this Agreement, and shall have obtained all consents, approvals,

and authorizations of any governmental or regulatory authority or other third party required in connection therewith.

(iii) The Holder shall have received from counsel to the

Company an opinion in form and substance reasonably satisfactory to the Holder setting forth the basis for issuance without restrictive

legends of the Conversion Shares converted from the First Note Converted Amount pursuant to Rule 144.

6. COVENANTS.

(a) Beneficial Ownership Limitation. Notwithstanding anything

herein to the contrary, in the event that any issuance of Conversion Shares to the Holder would otherwise cause the Holder to exceed a

beneficial ownership limitation equal to 4.99% (or 9.99% on or after June 20, 2026) of the number of shares of Common Stock outstanding

immediately after giving effect to such issuance (“Beneficial Ownership Limitation”), the Company shall only issue

such number of Conversion Shares to the Holder that would not cause the Holder to exceed the maximum number of Conversion Shares permitted

under this Section 6(a), as directed by the Holder, with the balance to be held in abeyance until notice from the Holder that the

balance (or portion thereof) may be issued in compliance with such limitations, which abeyance shall be evidenced through this Agreement.

The Investor, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation, provided that the Beneficial Ownership

Limitation shall in no event exceed 9.99% of the outstanding shares of Common Stock and any increase in the Beneficial Ownership Limitation

will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. Upon the written or oral request

of the Holder, the Company shall promptly (but not later than the next business day on which the Company’s transfer agent is open

for business) confirm in writing to the Investor the number of shares of Common Stock then outstanding.

(b) Removal of Legends. Certificates evidencing shares

of Common Stock issuable pursuant to this Agreement or the Amended Note shall not be required to contain the legend set forth in Section 1(d) above

or any other legend (i) while a registration statement covering the resale of such shares of Common Stock is effective under the

Securities Act, (ii) following any sale of such shares of Common Stock pursuant to Rule 144 (assuming the transferor is not

an affiliate of the Company), (iii) if such shares of Common Stock are eligible to be sold, assigned or transferred under Rule 144

(provided that the Holder provides the Company with reasonable assurances that such shares of Common Stock are eligible for sale, assignment

or transfer under Rule 144), in which case the Company shall direct its counsel to provide an opinion reasonably satisfactory to

the Holder setting forth the basis for such legal removal (iv) in connection with a sale, assignment or other transfer (other than

under Rule 144), provided that the Holder provides the Company with an opinion of counsel, in a generally acceptable form, to the

effect that such sale, assignment or transfer of the shares of Common Stock may be made without registration under the applicable requirements

of the Securities Act or (v) if such legend is not required under applicable requirements of the Securities Act (including, without

limitation, controlling judicial interpretations and pronouncements issued by the SEC). If a legend is not required pursuant to the foregoing,

the Company shall no later than two (2) trading days (or such earlier date as required pursuant to applicable law, rule or regulation

for the settlement of a trade initiated on the date the Holder delivers such legended certificate representing such shares of Common Stock

to the Company) following the delivery by the Holder to the Company or the transfer agent (with notice to the Company) of a legended certificate

representing such shares of Common Stock (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary

to affect the reissuance and/or transfer, if applicable), together with any other deliveries from the Holder as may be required above

in this Section 6(b), as directed by the Holder, either: (A) provided that the Company’s transfer agent is participating

in the DTC Fast Automated Securities Transfer Program (“FAST”), credit the aggregate number of shares of Common Stock to which

the Holder shall be entitled to its or its designee’s balance account with DTC through its DWAC system or (B) if the Company’s

transfer agent is not participating in FAST, issue and deliver (via reputable overnight courier) to the Holder, a certificate representing

such shares of Common Stock that is free from all restrictive and other legends, registered in the name of the Holder or its designee.

The Company shall be responsible for any transfer agent fees or DTC fees with respect to any issuance of shares of Common Stock or the

removal of any legends with respect to any shares of Common Stock in accordance herewith.

Current Report on Form 8-K or another report in accordance with the requirements of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), describing all the material terms of the transactions contemplated by this Agreement in the form

required by the Exchange Act and attaching all the material exhibits (collectively, the “Public Filing”). From and

after the filing of the Public Filing, the Company shall have disclosed all material, non-public information (if any) provided to the

Holder by the Company or any of its subsidiaries or any of their respective officers, directors, employees or agents in connection with

the transactions contemplated hereby.

(d) Nasdaq Delisting Standstill. The Holder agrees that

it shall not declare, and shall have no right to declare, an Event of Default (as defined in the Amended Note) under Section 4(i) of

the Amended Note as a result of the Company’s Common Stock being suspended from trading on or failing to be listed on an Eligible

Market (as defined in the Note) for a period of sixty (60) days following the Closing Date.

7. Termination.

This Agreement may be terminated at any time prior to the Closing:

(a) At the option of any party hereto in the event that

the Closing has not occurred by June 15, 2026 and such delay was not as a result of any breach of this Agreement by the terminating

party;

(b) By the Holder if the Company’s Board of Directors

has failed to recommend or has withdrawn its approval or recommendation of the transactions contemplated hereby;

materially breached this Agreement and has not cured such breach within 30 days of written notice thereof; or

(d) At the option of any party if any competent regulatory

authority shall have issued an order making illegal or otherwise preventing, prohibiting, or refusing to approve the transactions contemplated

hereby, and such order shall have become final and non-appealable.

8. Miscellaneous.

(a) Headings. Section headings

used in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement.

(b) Counterparts. This Agreement may be executed

in any number of counterparts (including by electronic signature) and by the different parties on separate counterparts, and each such

counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same agreement.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflict

of law principles. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the

State of Delaware in respect of any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated

hereby, and hereby irrevocably waives any objection to the laying of venue of any such action in such courts, including any objection

that such courts are an inconvenient forum. Each of the Company and the Holders hereby irrevocably waives all right to a trial by jury

in any action, proceeding, or counterclaim arising out of or relating to this Agreement and the transactions contemplated hereby.

(d) Successors and Assigns. This Agreement shall

be binding upon the Company, the Holder, and their respective successors and assigns, and shall inure to the benefit of the Company, the

Holder, and their respective successors and permitted assigns.

(e) No Third-Party Beneficiaries. The terms and

provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns,

and it is not the intention of the parties to confer third-party beneficiary rights upon any other person or entity.

(f) Severability. If one or more provisions of

this Agreement are held to be unenforceable under applicable law, such provisions shall be excluded from this Agreement and the balance

of this Agreement shall be interpreted as if such provisions were so excluded and shall be enforceable in accordance with its terms.

(g) Amendments. All amendments or modifications

of this Agreement and all consents, waivers, and notices delivered hereunder or in connection herewith shall be in writing.

(h) Entire Agreement. This Agreement constitutes

the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings,

both written and oral, among the parties with respect thereto.

(i) Expenses. Each party shall be responsible

for and shall bear its own fees, costs, and expenses (including the fees and disbursements of legal counsel, accountants, and financial

advisors) incurred in connection with the negotiation, execution, delivery, and performance of this Agreement and the transactions contemplated

hereby.

[Signature to Follow]

IN WITNESS WHEREOF, the parties hereto have caused

this Agreement to be executed by their duly authorized representatives as of the date first above written.

ZSPACE, INC.

3i, LP

By: 3i Management LLC, its General Partner

By:

/s/ Paul Kellenberger

By:

/s/ Maier J. Tarlow

Name: Paul Kellenberger

Name: Maier J. Tarlow

Title: Chief Executive Officer

Title: Manager

Exhibit A

Calculation of First Note Converted Amount

The following calculation of the First Note Converted Amount is calculated

as of May 28, 2026 and shall be updated and confirmed by the parties to the Agreement as of the Closing Date.

Principal

$ 789,110

Interest and Make-Whole

$ 139,936

Cash True-up

$ 227,123

Late Charges on Cash True-up

$ 6,783

First Note Converted Amount

$ 1,162,952

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2616116d1_ex10-2.htm · Sequence: 5

Exhibit 10.2

DEBT CONVERSION AGREEMENT

THIS DEBT CONVERSION AGREEMENT (this “Agreement”),

dated May 28, 2026, is entered into by and between zSpace, Inc., a Delaware corporation (the “Company”),

and Fiza Investments Limited, a Cayman Islands entity, whose address is 2nd Floor, Regatta Office Park, West Bay Road, P.O. Box 10655,

Grand Cayman KY1-1006, Cayman Islands (the “Holder”).

WHEREAS, Holder holds outstanding debt owed by

the Company in the aggregate amount of $10,003,915.76, consisting of $7,201,694.89 in principal (the “Principal”) and

$2,802,220.87 in accrued interest (the “Interest”, and together, the “Debt”), evidenced by one or

more promissory notes or loan agreements (the “Note”);

WHEREAS, the Company has requested that the Holder

convert the Principal into shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”),

and the Interest into shares of a newly created series of the Company’s Series P-2 preferred stock, par value $0.00001 per

share (“Series P-2 Preferred”), in each case pursuant to, and subject to the conditions of, this Agreement (the

“Debt Conversion”).

NOW THEREFORE, in consideration of the premises

and the mutual covenants and agreements of the parties hereinafter set forth, the parties hereto hereby agree as follows:

1. Debt Conversion AND EXCHANGE.

(a) Principal Conversion. The Holder agrees,

subject to the conditions set forth herein, to convert the Principal into shares of Common Stock in the Closing (as defined below) at

a fixed conversion price equal to 150% of the closing price of the Company’s Common Stock as quoted on the OTC Markets on the trading

day immediately preceding the Closing Date (as defined below). The number of shares of Common Stock issuable to the Holder pursuant to

the Debt Conversion shall be equal to the Principal divided by such conversion price, rounded up to the nearest whole share in the event

that a fractional share would result from such conversion (the “Conversion Common”).

(b) Interest Conversion. The Holder agrees, subject

to the conditions set forth herein, to convert the Interest into shares of Series P-2 Preferred in the Closing at a fixed conversion

price equal to $1 per share resulting in the issuance of 2,802,221 shares of Series P-2 Preferred to Holder (the “Conversion

Preferred” and, together with the Conversion Common, the “Conversion Shares”).

of this Agreement, the consummation of the transactions contemplated hereby shall take place at a closing (the “Closing”,

and the date thereof, the “Closing Date”) to be held on or before May 28, 2026, at 10:00 a.m., local time,

at the offices of the Company, or at such other time, date or place as the parties may agree upon in writing. The Closing shall be conditioned

upon the simultaneous closing of the debt restructuring transactions (the “3i Restructuring”) between the Company and

3i, LP. The terms of the 3i Restructuring shall be no more favorable than the terms set forth herein and shall otherwise be reasonably

satisfactory to the Holder.

(d) Cancellation of Fiza Debt. Upon and after

the Closing, all obligations of the Company under the Note shall automatically, and without further action, terminate and be null and

void, and the Debt shall be deemed fully satisfied, discharged, and canceled. Holder hereby authorizes the Company to file a UCC-3 or

other appropriate form to terminate any and all liens or security interests of Holder against the assets and property of the Company arising

from the Note.

(e) Restricted Securities; Legend. The Conversion

Shares shall be “restricted securities” under U.S. federal securities laws inasmuch as they will be acquired in a transaction

not involving a public offering, and that under such laws and applicable regulations such Conversion Shares may be resold without registration

only in certain limited circumstances. The certificates or book-entry records evidencing the Conversion Shares will bear appropriate legends

regarding these restrictions, including the following (or substantially similar) legend:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,

TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE COMPANY

SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES

LAWS IS NOT REQUIRED.

(f) Resale Restrictions. In the absence of an

effective registration statement covering the Conversion Shares, the Conversion Shares may only be resold in accordance with Regulation

S, Rule 144, or in a transaction otherwise exempt from registration. The Holder agrees not to make any direct or indirect disposition,

sale, transfer, pledge, or hedge (including by way of short selling) of any Conversion Shares unless (a) there is a registration

statement declared effective by the SEC with respect to the Conversion Shares to be transferred and no stop order is then in effect, or

(b) the transfer is made under a valid exemption from registration under the Securities Act.

(g) Creation of the Series P-2 and Amendment

of the Series P. As a condition to the Debt Conversion, the Company shall, at or prior to the Closing, take all necessary corporate

action to complete the following:

(i) file the Certificate of Designation

attached hereto as Exhibit A, to create the Series P-2 Preferred Stock;

(ii) amend the terms of the Series P

Preferred to reduce the Conversion Price of the Series P Preferred (as defined in the Certificate of Designation of the Series P

Preferred) to $1.00.

(h) Release. In consideration of the issuance

of the Conversion Shares and the cancellation of the Debt, Holder, on behalf of itself and its affiliates, successors, and assigns, hereby

irrevocably releases, acquits, and forever discharges the Company and its officers, directors, employees, agents, successors, and assigns

from any and all claims, demands, actions, causes of action, damages, losses, costs, and expenses of any kind, whether known or unknown,

arising out of or relating to the Debt, from the beginning of time through the Closing Date.

2. Representations and Warranties

of Company.

The Company hereby represents and warrants to the Holder as follows:

(a) Capitalization; Conversion Shares. As of

the date hereof, the Company has authorized capital stock sufficient to issue all Conversion Shares. All of the issued and outstanding

shares of the Company’s capital stock are, and all shares reserved for issuance will be, upon issuance in accordance with the terms

specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid, and nonassessable.

The Conversion Shares, when issued in accordance with this Agreement, have been duly authorized and will be validly issued, fully paid,

and nonassessable.