{"url_path":"/sec/zspc/10-q/2026/item-6","section_key":"item-6","section_title":"Item 6 Exhibits","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1637147/0001104659-26-062781-index.html","accession_number":"0001104659-26-062781","cik":"0001637147","ticker":"ZSPC","issuer_name":"zSpace, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1637147/0001104659-26-062781-index.html","primary_entity_key":"0001637147","primary_entity_name":"zSpace, Inc."},"word_count":1085,"has_tables":true,"body_markdown":"Item 6. Exhibits\n\nThe documents listed in the Index to Exhibits of this Quarterly Report on Form 10-Q are incorporated by reference or are filed with this Quarterly Report on Form 10-Q, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).\n\nEXHIBIT INDEX\n\n​\n\n**Exhibit********No.**\n\n**  ​ ​ ​**\n\n**Description**\n\n3.1\n\n​\n\n[Second Amended and Restated Certificate of Incorporation of zSpace, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on December 9, 2024).](https://www.sec.gov/Archives/edgar/data/1637147/000110465924126545/tm244059d41_ex3-1.htm)\n\n​\n\n​\n\n​\n\n3.2\n\n​\n\n[Certificate of Designations of Series P Convertible Preferred Stock as filed with the Secretary of State of the State of Delaware on January 27, 2026 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2026).](https://www.sec.gov/Archives/edgar/data/1637147/000110465926007978/tm264035d1_ex3-1.htm)\n\n​\n\n​\n\n​\n\n3.3\n\n​\n\n[Certificate of Amendment to Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on April 16, 2026 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 17, 2026).](https://www.sec.gov/Archives/edgar/data/1637147/000110465926044637/tm2611847d1_ex3-1.htm)\n\n​\n\n​\n\n​\n\n3.4\n\n​\n\n[Second Amended and Restated Bylaws of the zSpace, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the SEC on December 9, 2024).](https://www.sec.gov/Archives/edgar/data/1637147/000110465924126545/tm244059d41_ex3-2.htm)\n\n​\n\n​\n\n​\n\n3.5\n\n​\n\n[Amendment to Second Amended and Restated Bylaws of zSpace, Inc., filed with the Secretary of the State of Delaware on November 10, 2025 (incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q filed on November 13, 2025).](https://www.sec.gov/Archives/edgar/data/1637147/000110465925111329/zspc-20250930xex3d2.htm)\n\n​\n\n​\n\n​\n\n4.1\n\n​\n\n[Form of common stock certificate (incorporated by reference to Exhibit 4.1 of the Company’s registration statement on Form S-1 File No. 333-280427).](https://www.sec.gov/Archives/edgar/data/1637147/000110465924081543/tm244059d15_ex4-1.htm)\n\n​\n\n​\n\n​\n\n4.2\n\n​\n\n[Form of Representative’s Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on December 9, 2024).](https://www.sec.gov/Archives/edgar/data/1637147/000110465924126545/tm244059d41_ex4-1.htm)\n\n​\n\n​\n\n​\n\n4.3\n\n​\n\n[Form of Senior Secured Convertible Note, dated April 11, 2025 in the amount of $13,978,495 (incorporated by reference to Exhibit 4.1 of the Company Current Report on Form 8-K filed on April 11, 2025)](https://www.sec.gov/Archives/edgar/data/1637147/000110465925034265/tm2512150d1_ex4-1.htm)\n\n​\n\n​\n\n​\n\n4.4\n\n​\n\n[Amendment to Senior Secured Convertible Note dated October 15, 2025 by and between the Company and the holder set forth on the signature page thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 17, 2025).](https://www.sec.gov/Archives/edgar/data/1637147/000110465925100452/tm2528843d1_ex10-1.htm)\n\n​\n\n​\n\n​\n\n4.5\n\n​\n\n[Amendment to Senior Secured Convertible Note dated January 8, 2026 by and between the Company and the holder set forth on the signature page thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 9, 2026).](https://www.sec.gov/Archives/edgar/data/1637147/000110465926002478/tm262702d1_ex10-1.htm)\n\n​\n\n​\n\n​\n\n4.6\n\n​\n\n[Form of Senior Secured Convertible Note dated March 16, 2026 in the amount of $4,301,075 (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed on April 11, 2025; substantially identical to the filed form except as to date of issuance and principal amount).](https://www.sec.gov/Archives/edgar/data/1637147/000110465925034265/tm2512150d1_ex4-1.htm)\n\n​\n\n​\n\n​\n\n4.7\n\n​\n\n[Form of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2026).](https://www.sec.gov/Archives/edgar/data/1637147/000110465926007978/tm264035d1_ex4-1.htm)\n\n​\n\n​\n\n​\n\n10.1\n\n​\n\n[Securities Purchase Agreement dated January 23, 2026 by and between the Company and the holder set forth on the signature page thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2026).](https://www.sec.gov/Archives/edgar/data/1637147/000110465926007978/tm264035d1_ex10-1.htm)\n\n43\n\n[Table of Contents](#TOC)\n\n​\n\n**Exhibit********No.**\n\n**  ​ ​ ​**\n\n**Description**\n\n​\n\n​\n\n​\n\n10.2\n\n​\n\n[Amendment to Securities Purchase Agreement, dated March 16, 2026 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 16, 2026).](https://www.sec.gov/Archives/edgar/data/1637147/000110465926028194/tm268721d3_ex10-1.htm)\n\n​\n\n​\n\n​\n\n10.3\n\n​\n\n[Business Loan and Security Agreement by and between Itria Ventures LLC and zSpace, Inc. in the amount of $1,344,500 dated March 19, 2026 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 24, 2026).](https://www.sec.gov/Archives/edgar/data/1637147/000110465926033600/tm269408d1_ex10-1.htm)\n\n​\n\n​\n\n​\n\n10.4\n\n​\n\n[Intercreditor Agreement among Itria Ventures LLC, zSpace, Inc. and 3i, LP, dated March 19, 2026 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on March 24, 2026).](https://www.sec.gov/Archives/edgar/data/1637147/000110465926033600/tm269408d1_ex10-2.htm)\n\n​\n\n​\n\n​\n\n10.5\n\n​\n\n[Amendment No. 4 dated March 22, 2026 to Loan and Security Agreement dated July 11, 2024, by and between zSpace, Inc. and Fiza Investments Limited (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on March 24, 2026).](https://www.sec.gov/Archives/edgar/data/1637147/000110465926033600/tm269408d1_ex10-3.htm)\n\n​\n\n​\n\n​\n\n31.1*\n\n​\n\n[Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](zspc-20260331xex31d1.htm)\n\n​\n\n31.2*\n\n​\n\n[Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](zspc-20260331xex31d2.htm)\n\n​\n\n32.1**\n\n​\n\n[Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](zspc-20260331xex32d1.htm)\n\n​\n\n32.2**\n\n​\n\n[Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](zspc-20260331xex32d2.htm)\n\n​\n\n​\n\n​\n\n101.INS*\n\n​\n\nXBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document\n\n​\n\n101.SCH*\n\n​\n\nXBRL Taxonomy Extension Schema Document\n\n​\n\n101.CAL*\n\n​\n\nXBRL Taxonomy Extension Calculation Linkbase Document\n\n​\n\n101.DEF*\n\n​\n\nXBRL Taxonomy Extension Definition Linkbase Document\n\n​\n\n101.LAB*\n\n​\n\nXBRL Taxonomy Extension Label Linkbase Document\n\n​\n\n101.PRE*\n\n​\n\nXBRL Taxonomy Extension Presentation Linkbase Document\n\n​\n\n​\n\n​\n\n104\n\n​\n\nCover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)\n\n*\n\nFiled herewith.\n\n**\n\nFurnished herewith.\n\n​\n\n​\n\n44\n\n[Table of Contents](#TOC)\n\nSIGNATURES\n\nPursuant 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, duly authorized.\n\nDate: May 15, 2026\n\n​\n\n​\n\n​\n\n​\n\n**ZSPACE, INC.**\n\n​\n\n​\n\n​\n\n​\n\nBy:\n\n/s/ **Paul Kellenberger**\n\n​\n\nName:\n\nPaul Kellenberger\n\n​\n\nTitle:\n\nChief Executive Officer and Director\n\n​\n\n​\n\n(Principal Executive Officer)\n\n​\n\n​\n\n​\n\n​\n\nBy:\n\n/s/ **Erick DeOliveira**\n\n​\n\nName:\n\nErick DeOliveira\n\n​\n\nTitle:\n\nChief Financial Officer\n\n​\n\n​\n\n(Principal Financial Officer and Principal Accounting Officer)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n45"}