Form S-8 POS ZRCN Inc.

 

As filed with the Securities and Exchange Commission on September 30, 2026

 

Registration No. 333-277716

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

ZRCN Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		83-2756695
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

 

1580 Dell Avenue

Campbell, CA 95008

(Address of principal executive offices and zip code)

 

ZRCN Inc. Amended and Restated 2024 Omnibus Equity Incentive Plan

(Full title of the plan)

 

Jeffrey Parsons

Chief Financial Officer

ZRCN Inc.

1580 Dell Avenue

Campbell, CA 95008

(Name and address of agent for service)

 

(408) 963-4550

(Telephone number, including area code, of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment filed with the SEC on September 30, 2026, relates to Registration Statement No. 333-277716, of ZRCN Inc., a Delaware corporation (the “Registrant”), on Form S-8 (the “Registration Statement”), to deregister any and all shares of the Registrant’s common stock, par value $.0001 per share included in such Registration Statement:

 

As of September 30, 2026, the Registrant has fewer than 300 shareholders of record. As a result, after filing this Post-Effective Amendment, the Registrant will file a Form 15 to deregister its common stock under Section 12(g) and Section 15(d) of the Securities Exchange Act of 1934. In connection with the foregoing, the offering pursuant to the Registration Statement is being terminated.

 

In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offering, the Registrant hereby removes from registration all securities that were registered but unsold or otherwise unissued under the Registration Statement as of the date hereof.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City Campbell, State of California, on the 30^th day of September 2026.

 

	ZRCN INC.
	By:	/s/ Jeffrey Parsons
		Jeffrey Parsons
		Chief Financial Officer

 

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

 

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