---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-26-002478"
form_type: "8-K"
ticker: "ZSPC"
cik: "0001637147"
company_name: "zSpace, Inc."
filed_at: "2026-01-09T23:59:59+00:00"
generated_at: "2026-05-16T11:04:04.316035+00:00"
event_type: "debt"
sentiment: "negative"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# zSpace lowers convertible note floor price to $0.22; relaxes equity conditions

## Summary
- Amendment #2 to $13.98M senior secured convertible note with 3i, LP effective Jan 8, 2026.
- Floor price reduced from $0.60 to $0.22 per share; increases potential dilution.
- Equity conditions: minimum 20-day VWAP lowered from $0.75 to $0.30.
- Average daily trading volume condition remains $200K; other terms unchanged.

## SEC filing metadata
- accession: 0001104659-26-002478
- form_type: 8-K
- ticker: ZSPC
- cik: 0001637147
- company_name: zSpace, Inc.
- filed_at: 2026-01-09T23:59:59+00:00
- event_type: debt
- sentiment: negative
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1637147/000110465926002478/0001104659-26-002478-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1637147/000110465926002478/tm262702d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-26-002478
- JSON: https://secwatch.observer/filing/0001104659-26-002478.json
- Plain text: https://secwatch.observer/filing/0001104659-26-002478.txt

## Key facts
- Material Agreements
  zSpace, Inc. amended Amendment #2 to Senior Secured Convertible Note with an institutional investor (effective 2026-01-08).
  - Action: amendment
  - Agreement: notes offering
  - Counterparty: an institutional investor
  - Effective: 2026-01-08
  source text: On January 8, 2026 (the “Effective Date”), zSpace, Inc. (the “Company”) entered into an Amendment #2 to Senior Secured Convertible Note (the “Amendment”) with an institutional investor (the “Holder”), which amends the terms of the Senior Secured Convertible Note in the original principal amount of $13,978,495, dated April 11, 2025 (the “Note”), previously issued by the Company to the Holder pursuant to a Securities Purchase Agreement with the Holder dated April 10, 2025, as amended.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1637147/000110465926002478/0001104659-26-002478-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.