ZSPC on OTC
zSpace, Inc.
In its 2026 annual report the company says: “We are a leading provider of augmented reality (AR) and virtual reality (VR) educational technology products. We focus on United States K-12 schools, the Career & Technical Education (CTE) sector and select international markets. Our proprietary hardware and software platform provides the unique ability to deliver an interactive, stereoscopic three-dimensional (3D) learning experience to our users without the need to utilize VR goggles or specialty glasses.”4 It is headquartered in San Jose, California.1 Its shares trade on OTC under the symbol ZSPC.1
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Last updated Oct 21, 2026.
Overview
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- TickerZSPC on OTC1
- IndustryServices-Prepackaged Software1
- HeadquartersSan Jose, California1
- Incorporated inDE2
- Business address2050 Gateway Place, Suite 100-302, San Jose, Ca 951102
- Filer category, Emerging growth company2
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We are a leading provider of augmented reality (AR) and virtual reality (VR) educational technology products. We focus on United States K-12 schools, the Career & Technical Education (CTE) sector and select international markets. Our proprietary hardware and software platform provides the unique ability to deliver an interactive, stereoscopic three-dimensional (3D) learning experience to our users without the need to utilize VR goggles or specialty glasses.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
What sells
Revenue by product, business segment and region, as the company reports it to the SEC.
Products and services
Hardware brought in 51% of the revenue zSpace, Inc. broke down this way in fiscal 2025.
Products and services by year
| Products and services | 2024 | 2025 |
|---|---|---|
| Hardware | $22.0M | $14.2M |
| Software | $12.9M | $10.6M |
| Service | $3.2M | $3.1M |
Regions
United States brought in 85% of the revenue zSpace, Inc. broke down this way in fiscal 2025.
Regions by year
| Regions | 2024 | 2025 |
|---|---|---|
| United States | $33.5M | $23.6M |
| Outside the United States | $4.6M | $4.2M |
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue52¢$14.6M
- Research and development19¢$5.3M
- Other costs29¢$7.9M
- Income tax0¢$14.0K
Out of $27.9M in revenue.5 The company lost money this year.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Revenue | $27.9M | $38.1M |
| Cost of goods sold | $14.6M | $22.5M |
| Gross profit | $13.3M | $15.6M |
| Research and development | $5.3M | $4.9M |
| Selling and marketing | $16.2M | $15.9M |
| General and administrative | $13.9M | $12.4M |
| Total operating expenses | $35.4M | $33.2M |
| Loss from operations | -$22.1M | -$17.7M |
| Interest expense | -$1.5M | -$2.8M |
| Other income, net | $190.0K | $43.0K |
| Loss on extinguishment of debt | -$359.0K | |
| Loss on change in fair value of convertible debt | -$1.9M | |
| Loss before income taxes | -$25.4M | -$20.8M |
| Income tax expense | $14.0K | $34.0K |
| Net loss | -$25.4M | -$20.8M |
| Foreign currency translation adjustment | -$186.0K | $101.0K |
| Comprehensive loss | -$25.6M | -$20.7M |
| Net (loss) income available to common shareholders used in basic earnings per share | -$25.4M | $22.5M |
| Net (loss) income available to common shareholders used in diluted earnings per share | -$25.4M | $23.7M |
| Net (loss) income per common share - basic | -$1.01 | $13.03 |
| Net (loss) income per common share - diluted | -$1.01 | $1.03 |
| Weighted-average common shares outstanding - basic | 25.0M shares | 1.7M shares |
| Weighted-average common shares outstanding - diluted | 25.0M shares | 23.1M shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.5
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash, cash equivalents and restricted cash | $1.0M | $4.9M | $3.1M |
| Accounts receivable, net of allowance for credit losses of $94 and $44 | $1.4M | $3.2M | |
| Inventory, net | $2.4M | $3.2M | |
| Prepaid expenses and other current assets | $1.6M | $1.7M | |
| Total current assets | $6.5M | $12.9M | |
| Property and equipment, net | $37.0K | $21.0K | |
| Capitalized software, net | $981.0K | $578.0K | |
| Other assets | $83.0K | ||
| Total assets | $7.6M | $13.5M | |
| Accounts payable | $4.1M | $5.7M | |
| Accrued expenses and other current liabilities | $3.7M | $5.4M | |
| Convertible debt | $6.2M | ||
| Other current debt | $1.4M | $5.8M | |
| Current accrued interest | $12.0K | $783.0K | |
| Deferred revenue, current portion | $1.9M | $3.3M | |
| Total current liabilities | $17.3M | $20.9M | |
| Convertible debt, noncurrent | $2.7M | ||
| Other noncurrent debt | $7.4M | $6.2M | |
| Noncurrent accrued interest | $2.4M | $819.0K | |
| Deferred revenue, net of current portion | $320.0K | $318.0K | |
| Total liabilities | $30.1M | $28.2M | |
| Additional paid-in capital | $293.1M | $275.4M | |
| Accumulated other comprehensive income | $143.0K | $329.0K | |
| Accumulated deficit | -$315.8M | -$290.4M | |
| Total stockholders' deficit | -$22.5M | -$14.7M | -$130.5M |
| Total liabilities and stockholders' deficit | $7.6M | $13.5M | |
| Accounts receivable, allowance for credit loss | $94.0K | $44.0K | |
| Common stock, par value | $0.00 | $0.00 | |
| Common stock, shares authorized | 100.0M shares | 100.0M shares | |
| Common stock, shares issued | 32.4M shares | 22.8M shares | |
| Common stock, shares outstanding | 32.4M shares | 22.8M shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash, cash equivalents and restricted cash | $1.0M | $4.9M | $3.1M |
| Accounts receivable, net of allowance for credit losses of $94 and $44 | $1.4M | $3.2M | |
| Inventory, net | $2.4M | $3.2M | |
| Prepaid expenses and other current assets | $1.6M | $1.7M | |
| Total current assets | $6.5M | $12.9M | |
| Property and equipment, net | $37.0K | $21.0K | |
| Capitalized software, net | $981.0K | $578.0K | |
| Other assets | $83.0K | ||
| Total assets | $7.6M | $13.5M | |
| Accounts payable | $4.1M | $5.7M | |
| Accrued expenses and other current liabilities | $3.7M | $5.4M | |
| Convertible debt | $6.2M | ||
| Other current debt | $1.4M | $5.8M | |
| Current accrued interest | $12.0K | $783.0K | |
| Deferred revenue, current portion | $1.9M | $3.3M | |
| Total current liabilities | $17.3M | $20.9M | |
| Convertible debt, noncurrent | $2.7M | ||
| Other noncurrent debt | $7.4M | $6.2M | |
| Noncurrent accrued interest | $2.4M | $819.0K | |
| Deferred revenue, net of current portion | $320.0K | $318.0K | |
| Total liabilities | $30.1M | $28.2M | |
| Additional paid-in capital | $293.1M | $275.4M | |
| Accumulated other comprehensive income | $143.0K | $329.0K | |
| Accumulated deficit | -$315.8M | -$290.4M | |
| Total stockholders' deficit | -$22.5M | -$14.7M | -$130.5M |
| Total liabilities and stockholders' deficit | $7.6M | $13.5M | |
| Accounts receivable, allowance for credit loss | $94.0K | $44.0K | |
| Common stock, par value | $0.00 | $0.00 | |
| Common stock, shares authorized | 100.0M shares | 100.0M shares | |
| Common stock, shares issued | 32.4M shares | 22.8M shares | |
| Common stock, shares outstanding | 32.4M shares | 22.8M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss | -$25.4M | -$20.8M |
| Change in fair value of convertible debt | $1.9M | |
| Non-cash amortization of other debt discount | $66.0K | $59.0K |
| Change in fair value of embedded derivative | -$158.0K | |
| Provision for excess and obsolete inventory | $227.0K | $402.0K |
| Stock-based compensation expense | $7.1M | $7.7M |
| Depreciation | $10.0K | $12.0K |
| Bad debt expense | $91.0K | |
| Loss on extinguishment of debt | $359.0K | |
| Accounts receivable | $1.6M | $1.9M |
| Inventory | $652.0K | -$105.0K |
| Prepaid expenses and other assets | -$498.0K | -$256.0K |
| Accounts payable | -$1.6M | $921.0K |
| Accrued expenses | -$1.6M | -$1.1M |
| Deferred revenue | -$1.4M | $601.0K |
| Accrued interest | $764.0K | $1.6M |
| Net cash used in operating activities | -$18.0M | -$8.9M |
| Capital expenditures | -$26.0K | -$13.0K |
| Net cash used in investing activities | -$26.0K | -$13.0K |
| Proceeds from convertible debt | $13.0M | $5.0M |
| Repayments of convertible debt | -$1.1M | |
| Proceeds from other debt issuances | $4.0M | $3.5M |
| Fees paid for debt issuance | -$61.0K | -$18.0K |
| Repayment of other debt issuances | -$7.2M | -$5.5M |
| Proceeds from initial public offering, net of underwriting fees of $0.8 million | $10.0M | |
| Proceeds from issuance of common stock from equity line-of-credit | $5.6M | |
| Fees paid for deferred offering costs | -$2.5M | |
| Proceeds from exercise of common stock options | $157.0K | $34.0K |
| Net cash provided by financing activities | $14.4M | $10.5M |
| Effects of exchange rate changes on cash and cash equivalents | -$230.0K | $141.0K |
| Net (decrease) increase in cash, cash equivalents and restricted cash | -$3.8M | $1.7M |
| Cash paid for interest | $579.0K | $1.7M |
| Cash paid for income taxes | $17.0K | |
| Leased assets obtained in exchange for new operating lease liabilities | $295.0K | |
| Issuance of NCNV in exchange for related party debt and accrued interest | $5.2M | |
| Issuance of SAFE agreements in exchange for accrued liabilities | $3.2M | |
| Conversion of convertible debt principal and interest payments into common stock | $4.9M | |
| Conversion of Series A preferred stock into common stock in connection with initial public offering | $3.0M | |
| Conversion of debt into common stock in connection with initial public offering | $5.9M | |
| Conversion of temporary redeemable preferred stock into common stock in connection with initial public offering | $65.5M | |
| Underwriting fees | $800.0K |
No quarter-by-quarter statement was filed.
Corporate structure
zSpace, Inc. sits at the top of its group. 3 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of zSpace, Inc.
- AQR CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G/A on zSpace, Inc., latest Jul 8, 2026 (2 filings since May 7, 2026)
- 3i, LP Filed SCHEDULE 13G on zSpace, Inc., latest Apr 23, 2026
- Fiza Investments Ltd Filed SCHEDULE 13G on zSpace, Inc., latest Feb 14, 2025
- bSpace Investments Ltd Filed SCHEDULE 13G on zSpace, Inc., latest Feb 14, 2025
- dSpace Investments Ltd Filed SCHEDULE 13G on zSpace, Inc., latest Feb 14, 2025
- zSpace, Inc. San Jose, California
- zSpace K.K. Subsidiary · Japan
- zSpace Technologies (Shanghai) Co. Ltd. Subsidiary · China
Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What zSpace, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, net | $37.0K5 Dec 31, 2025 | $21.0K5 Dec 31, 2024 | +76.2% |
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Finite-lived intangibles, net | $981.0K5 Dec 31, 2025 | $578.0K5 Dec 31, 2024 | +69.7% |
Inventory
| Item | Latest | A year before | Change |
|---|---|---|---|
| Inventory, total | $2.4M5 Dec 31, 2025 | $3.2M5 Dec 31, 2024 | −25.8% |
| Finished goods | $2.1M5 Dec 31, 2025 | $2.9M5 Dec 31, 2024 | −28.8% |
Properties, in its own words
We maintain our current principal office at 55 Nicholson Lane, San Jose, CA 95134. The San Jose office is comprised of 6,464 square feet of office space in a multi-tenant building under a multi-year lease that expires in October 2027.
Item 2 of the 10-K filed Mar 30, 2026.4
Leadership
Who has led zSpace, Inc., and when. Pick a name to see everywhere that person has worked.
- Chief executive officerPaul Kellenberger Dec 4, 2024 to now8
- Chief financial officerErick Deoliveira Dec 4, 2024 to now9
Board members and other officers (8)
- Chief Sales OfficerRonald Rheinheimer Dec 4, 2024 to now10
- Board memberAbhay Pande Dec 4, 2024 to now11
- Board memberAngela Prince Dec 4, 2024 to now12
- Board memberErick Deoliveira Dec 4, 2024 to now9
- Board memberJane Swift Dec 4, 2024 to now13
- Board memberJoanna Morris Dec 4, 2024 to now14
- Board memberPankaj Gupta Dec 4, 2024 to now15
- Board memberPaul Kellenberger Dec 4, 2024 to now8
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Timeline
- Sep 15, 20268-K Listing notice or transfer; Regulation FD disclosure16
- Aug 13, 20268-K Results of operations17
- Jun 1, 20268-K Entered a material agreement; Ended a material agreement; New debt or obligation18
- May 14, 20268-K Results of operations; Regulation FD disclosure19
- Apr 23, 20268-K Listing notice or transfer20
- Apr 17, 20268-K Bylaws or fiscal year changed; Regulation FD disclosure21
- Mar 30, 20268-K Results of operations; Regulation FD disclosure22
- Mar 24, 20268-K Entered a material agreement; Ended a material agreement; New debt or obligation23
- Mar 16, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares24
- Mar 13, 20268-K Shareholder vote25
- Jan 29, 20268-K Entered a material agreement; Unregistered sale of shares; Bylaws or fiscal year changed26
- Jan 9, 20268-K Entered a material agreement27
- Dec 4, 2024New chief executive Paul Kellenberger becomes CEO8
Calendar
Coming up
- Around Nov 12, 2026Next results, estimated About a quarter after its last report. The company hasn't announced the date.
When it reported results
- Aug 13, 2026Reported quarterly or annual results17
- May 14, 2026Reported quarterly or annual results19
- Mar 30, 2026Reported quarterly or annual results22
- Nov 13, 2025Reported quarterly or annual results28
- Aug 14, 2025Reported quarterly or annual results29
- May 14, 2025Reported quarterly or annual results30
- Mar 27, 2025Reported quarterly or annual results31
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
222 filings to the SEC since October 2021: 2 annual reports, 5 quarterly reports, 30 major events, 95 insider forms, 6 large holders, 84 other. The latest 20:
- Oct 2, 20264 EDGAR
- Oct 2, 20264 EDGAR
- Oct 2, 20264 EDGAR
- Oct 2, 20264 EDGAR
- Oct 2, 20264 EDGAR
- Oct 2, 20264 EDGAR
- Oct 2, 20264 EDGAR
- Sep 25, 202625 EDGAR
- Sep 15, 20268-K EDGAR
- Aug 14, 202610-Q EDGAR
- Aug 13, 20268-K EDGAR
- Jul 8, 2026SCHEDULE 13G/A EDGAR
- Jul 7, 20264 EDGAR
- Jul 7, 20264 EDGAR
- Jul 7, 20264 EDGAR
- Jul 6, 20264 EDGAR
- Jul 6, 20264 EDGAR
- Jul 6, 20264 EDGAR
- Jul 2, 20264 EDGAR
- Jul 2, 20264 EDGAR
The 222 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
26 open-market trades by officers, directors and large owners since October 2021: 1 buys and 25 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Apr 16, 2026 | AQR CAPITAL MANAGEMENT LLC10% owner | Sale | 161 | $0.09 | $14 | Form 4 |
| Apr 15, 2026 | AQR CAPITAL MANAGEMENT LLC10% owner | Buy | 860,716 | $0.07 | $60.2K | Form 4 |
| Apr 15, 2026 | AQR CAPITAL MANAGEMENT LLC10% owner | Sale | 7,117 | $0.07 | $498 | Form 4 |
| Apr 7, 2026 | Kellenberger PaulChief Executive Officer | Sale | 20,758 | $0.07 | $1.5K | Form 4 |
| Apr 7, 2026 | DeOliveira ErickChief Financial Officer | Sale | 13,066 | $0.07 | $915 | Form 4 |
| Apr 7, 2026 | HARPER MICHAEL SSee remarks | Sale | 7,586 | $0.07 | $531 | Form 4 |
| Jan 6, 2026 | Kellenberger PaulChief Executive Officer | Sale | 12,453 | $0.52 | $6.5K | Form 4 |
| Jan 6, 2026 | DeOliveira ErickChief Financial Officer | Sale | 7,839 | $0.52 | $4.1K | Form 4 |
| Jan 6, 2026 | HARPER MICHAEL SSee remarks | Sale | 4,550 | $0.52 | $2.4K | Form 4 |
| Oct 6, 2025 | Kellenberger PaulChief Executive Officer | Sale | 10,852 | $0.99 | $10.7K | Form 4 |
| Oct 6, 2025 | DeOliveira ErickChief Financial Officer | Sale | 6,831 | $0.99 | $6.8K | Form 4 |
| Oct 6, 2025 | HARPER MICHAEL SSee remarks | Sale | 3,748 | $0.99 | $3.7K | Form 4 |
| Jul 16, 2025 | Kellenberger PaulChief Executive Officer | Sale | 1,491 | $2.63 | $3.9K | Form 4 |
| Jul 16, 2025 | DeOliveira ErickChief Financial Officer | Sale | 3,404 | $2.63 | $9.0K | Form 4 |
| Jul 15, 2025 | DeOliveira ErickChief Financial Officer | Sale | 3,197 | $2,785.00 | $8.9M | Form 4 |
| Jul 15, 2025 | Kellenberger PaulChief Executive Officer | Sale | 1,407 | $2.79 | $3.9K | Form 4 |
| Jul 14, 2025 | Kellenberger PaulChief Executive Officer | Sale | 1,415 | $2.77 | $3.9K | Form 4 |
| Jul 14, 2025 | HARPER MICHAEL SSee remarks | Sale | 2,197 | $2.77 | $6.1K | Form 4 |
| Jul 11, 2025 | HARPER MICHAEL SSee remarks | Sale | 2,108 | $2.76 | $5.8K | Form 4 |
| Jul 11, 2025 | Kellenberger PaulChief Executive Officer | Sale | 1,384 | $2.76 | $3.8K | Form 4 |
All 26 trades can be filtered by person here when JavaScript is on.
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- AQR CAPITAL MANAGEMENT LLCSCHEDULE 13G/A, 2 filings May 7, 2026 to Jul 8, 202632
- 3i, LPSCHEDULE 13G, 1 filing Apr 23, 202633
- Fiza Investments LtdSCHEDULE 13G, 1 filing Feb 14, 202534
- bSpace Investments LtdSCHEDULE 13G, 1 filing Feb 14, 202535
- dSpace Investments LtdSCHEDULE 13G, 1 filing Feb 14, 202536
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2024 | Paul Kellenberger | 66 | $400.0K | $3.6M37 |
| 2024 | Mike Harper | 59 | $325.0K | $1.1M37 |
| 2024 | Ron Rheinheimer | $250.0K | $1.0M37 | |
| 2024 | Erick DeOliveira | 56 | $300.0K | $397.4K37 |
| 2023 | Former Chief Sales Officer | $443.5K37 | ||
| 2023 | Chief Executive Officer and Director | $402.9K37 | ||
| 2023 | Chief ProductEngineering and Marketing Officer | $327.9K37 | ||
| 2023 | Chief Financial Officer | $88.7K37 |
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| GAMMA Investing LLC | 161 | $33 | 0.0% | New |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How zSpace, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARzSpace, Inc.1
- CIK0001637147
- Employer ID (EIN)35-22840504
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company4
- Incorporated inDelaware4
- Fiscal year endsDecember 311
- Industry code (SIC)7372 Services-Prepackaged Software1
- SEC reviewing officeOffice of Technology, Division of Corporation Finance1
- Business address2050 Gateway Place, Suite 100-302, San Jose, CA 951101
- Phone(408)498-40501
- Shares outstanding37,067,903 as of Aug 10, 20267
- Public float$16.2M as of Jun 30, 20254
- AuditorUHY, Melville, New York PCAOB ID 1195; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceMar 19, 20151
- Filings225 in all: 4 (81), 8-K (30), 144 (24), CORRESP (17), 3 (14), UPLOAD (10), S-1/A (6), 10-Q (5)1
All 27 form types
SCHEDULE 13G (5), 424B4 (4), EFFECT (4), S-1 (4), D (3), DRS/A (3), 10-K (2), DRSLTR (2), 25 (1), 8-A12B (1), CERT (1), DEF 14A (1), DEF 14C (1), DEFA14A (1), DRS (1), PRE 14A (1), PRE 14C (1), S-8 (1), SCHEDULE 13G/A (1)
- Latest filingsAnnual report (10-K) Mar 30, 2026
Quarterly report (10-Q) Aug 14, 2026
Proxy statement (DEF 14A) Sep 2, 2025
Latest 8-K (8-K) Sep 15, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, $0.00001 Par Value per Share | ZSPC | The Nasdaq Stock Market LLC |
From the cover page of the 10-K filed Mar 30, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks zSpace, Inc. names in Item 1A of its 10-K filed Mar 30, 2026: 49 risks under these headings, as written.4
- Risks Related to Our Business and Industry
- Changes to the U.S. Department of Education and the elimination, freezing or impoundment of federal funding have created significant budgetary uncertainty for our customers, which could materially adversely affect our liquidity, results of operations and financial condition.
- We will require additional capital to fund our operations and growth, and such capital may not be available on favorable terms or at all.
- We may not be able to grow revenue in the future or manage our growth effectively, which would adversely affect our business, operating results and financial condition.
- To remain competitive and stimulate demand, we must continue to develop new products, successfully manage frequent product introductions and transitions and adapt to rapid technological change and evolving industry standards.
- Our business is highly competitive and competition presents an ongoing threat to the success of our business.
- Our business is dependent on our ability to maintain and scale our hardware and software offerings and technical infrastructure, and any significant disruption in the performance of our products could damage our reputation, result in a potential loss of customers and engagement, and adversely affect our business, operating results and financial condition.
- We have in the past been, and may in the future be, dependent on a limited number of significant customers.
- Substantial time and effort are typically required to make a sale.
- Our future revenues and operating results will be harmed if our customers do not renew their contracts with us, or if we are unable to expand sales to our existing customers.
- We must incur significant expense in technology and content development to launch a new product or software application, and we may not generate sufficient revenue from new offerings to offset our costs.
- If we fail to manage our inventory and supply chain effectively, our business, financial condition and results of operations may be materially and adversely affected.
The other 38 risks
- If we fail to maintain, enhance or protect our brand, our ability to expand our customer base will be impaired and our business, financial condition and results of operations may suffer.
- Another regional or global health pandemic, such as the COVID-19 pandemic, could severely affect our business, results of operations and financial condition.
- We plan to continue to make acquisitions, which could negatively impact our financial condition or results of operations and may adversely affect the price of our common stock.
- Our business depends largely on our ability to attract and retain talented employees, including senior management.
- If we fail to effectively expand our sales and marketing capabilities, we could harm our ability to increase our customer base and achieve broader market acceptance of our platform.
- Our platform and internal systems rely on software and hardware that is highly technical, and any errors, bugs, or vulnerabilities in these systems, or failures to address or mitigate technical limitations in our systems, could adversely affect our business.
- We face risks related to our contracts with state and local government entities as well as difficulties with contracting with large customers with substantial negotiating leverage, and in the past have faced risks related to contracts with federal government agencies, any of which could harm our results of operations.
- If we fail to maintain relationships with third-party software developer partners or fail to expand our partnerships with industry partners, our ability to grow our business and revenue will suffer.
- Failure of our resellers or other commercial partners to use acceptable ethical business practices or comply with applicable laws could negatively impact our business.
- Risks Related to Financial and Accounting Matters
- Our existing and future levels of indebtedness could adversely affect our financial health, ability to obtain financing in the future, and ability to fulfill our obligations under such indebtedness.
- There is uncertainty regarding our ability to continue as a going concern.
- Our operating results may fluctuate significantly, which makes our future results difficult to predict.
- We have identified material weaknesses in our internal control over financial reporting, and the failure to achieve and maintain effective internal controls over financial reporting could harm our business and negatively impact the value of our common stock.
- We have a history of net losses. We expect to continue to experience net losses in the future, and we may not achieve profitability. If we do not achieve profitability, our business, financial condition and operating results will be adversely affected.
- Our ability to use our United States federal and state net operating losses to offset future taxable income may be subject to certain limitations which could subject our business to higher tax liability.
- We may have exposure to greater-than-expected tax liabilities, which could seriously harm our business.
- Risks Related to Legal and Regulatory Matters
- We have been, and expect to continue to be, adversely affected by changes in U.S. and international trade policies, as well as ongoing uncertainty regarding the current administration’s trade agenda.
- Failure to comply with applicable laws and regulations, including export controls, anti-corruption, and education-specific data privacy regulations, could subject us to significant liability and adversely affect our business.
- We are and could continue to be involved in legal disputes that are expensive and time consuming, and, if resolved adversely, could harm our business, operating results and financial condition.
- The obligations associated with operating as a public company will require significant resources and management attention and will cause us to incur additional expenses, which will adversely affect our results of operations.
- Risks Related to Intellectual Property
- Failure to register, protect or enforce our proprietary technology and intellectual property rights could substantially harm our business, operating results and financial condition.
- Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and proprietary information.
- Third parties may claim that our platform infringes their intellectual property rights, and this may create liability for us or otherwise adversely affect our business, operating results and financial condition.
- Our use of “open source” software could subject us to possible litigation or could prevent us from offering products that include open source software or require us to obtain licenses on unfavorable terms.
- We license technology from third parties, and our inability to maintain those licenses could harm our business.
- The failure of our IT systems or a security breach involving customer, student or employee personal data, and the remediation of any such failure or breach, could materially impact our reputation and adversely affect our business, results of operations or financial condition.
- Any interruptions in our operations due to cyberattacks or to our failure to maintain adequate security and supporting infrastructure as we scale, could damage our reputation, business, operating results, and financial condition.
- Risks Related to our Common Stock
- If our common stock fails to comply with the continued listing requirements of the Nasdaq Capital Market, we would face possible delisting, which would result in a limited public market for our common stock and make obtaining future debt or equity financing more difficult for us.
- The price of our common stock may be volatile.
- We are classified as a “controlled company” for purposes of the Nasdaq Listing Rules and therefore qualify for certain exceptions from certain corporate governance requirements. As a result, in the event we rely on such exceptions, our stockholders would not have the same protections afforded to stockholders of companies that are not controlled companies.
- We are an emerging growth company and a smaller reporting company, and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our common stock less attractive to investors.
- We do not intend to pay cash dividends for the foreseeable future, and as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.
- If analysts do not publish research about our business or if they publish inaccurate or unfavorable research, our stock price and trading volume could decline.
- We may be subject to securities litigation, which is expensive and could divert management attention.
- Compliance obligations under the Sarbanes-Oxley Act may require substantial financial and management resources.
- Provisions in our charter documents and under Delaware law, including anti-takeover provisions, could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may limit attempts by our stockholders to replace or remove our current management.
- Our Charter contains exclusive forum provisions for certain claims, which may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
- There may be a limited market for our common stock.
Legal proceedings
There are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that is adverse to our company or any of our subsidiaries or has a material interest adverse to our company or any of our subsidiaries. No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past ten years. No current director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding during the past ten years. No current director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities during the past ten years. No current director or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years.
We are from time to time subject to claims, lawsuits and other legal and administrative proceedings arising in the ordinary course of business. Defending such proceedings is costly and can impose a significant burden on management and employees. The results of any future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. We are not presently a party to any litigation the outcome of which, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows or financial condition other than as follows:
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
- 1SEC EDGARzSpace, Inc. filings on SEC EDGAR
- 2SEC EDGARzSpace, Inc. filings on SEC EDGAR
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- 4
- 5SEC EDGARzSpace, Inc. 10-K for fiscal 2025
- 6SEC EDGARzSpace, Inc. 10-Q for fiscal 2026
- 7SEC EDGARzSpace, Inc. 10-Q for fiscal 2026
- 8
- 9
- 10
- 11SEC EDGARAbhay Pande, Board member
- 12SEC EDGARAngela Prince, Board member
- 13SEC EDGARJane Swift, Board member
- 14SEC EDGARJoanna Morris, Board member
- 15SEC EDGARPankaj Gupta, Board member
- 16
- 17SEC EDGARResults of operations
- 18
- 19
- 20SEC EDGARListing notice or transfer
- 21
- 22
- 23
- 24
- 25SEC EDGARShareholder vote
- 26
- 27SEC EDGAREntered a material agreement
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- 29
- 30
- 31
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- 33SEC EDGAR3i, LP SCHEDULE 13G on zSpace, Inc.
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