zSpace to quit Nasdaq and end SEC reporting
zSpace, Inc. will voluntarily delist from Nasdaq, deregister its common stock, and later file Form 15 to suspend ongoing SEC reporting.
Rhea-AI Filing Summary
zSpace, Inc. (ZSPC) plans to voluntarily delist its common stock from Nasdaq and deregister it under Section 12(b) of the Exchange Act. The board authorized the decision on September 9, 2026, and the company intends to file Form 25 around September 25, 2026, after Nasdaq suspended trading and upheld a prior delisting determination.
The company expects the Nasdaq delisting to become effective about October 5, 2026, and the Section 12(b) deregistration to become effective about December 24, 2026. zSpace then intends to file Form 15 in early January 2027 to suspend its remaining SEC reporting obligations. Shares are currently quoted on the OTC market under the symbol ZSPC, although there is no assurance broker-dealers will continue to make a market.
Positive
- None.
Negative
- Voluntary Nasdaq delisting and deregistration will move ZSPC off a national exchange and terminate Section 12(b) registration, which can reduce liquidity and transparency.
- The company plans to file Form 15 in early January 2027, suspending periodic SEC reports such as Forms 10-K, 10-Q and 8-K, limiting ongoing public disclosure.
Filing Explained
The company has notified Nasdaq of its intention, but has not yet filed the Form 25 that begins the stated delisting and deregistration timetable; those steps, and the later reporting suspension, therefore remain planned rather than completed.
8-K Event Classification
3 items: 3.01, 7.01, 9.01
3 items
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Board authorization date: September 9, 2026
Expected Form 25 filing date: September 25, 2026
Expected delisting effective date: October 5, 2026
+3 more
6 metrics
Board authorization date
September 9, 2026
Date the board authorized voluntary delisting and deregistration
Expected Form 25 filing date
September 25, 2026
Company intends to file Form 25 on or about this date
Expected delisting effective date
October 5, 2026
Ten days after Form 25 filing, expected Nasdaq delisting effectiveness
Expected Section 12(b) deregistration date
December 24, 2026
Ninety days after Form 25 filing, termination of Section 12(b) registration
Planned Form 15 timing
Early January 2027
Timing when the company intends to file Form 15 to suspend reporting
Trading suspension start on Nasdaq
April 28, 2026
Date trading in common stock on Nasdaq was suspended
Key Terms
Form 25, Form 15, deregister, Section 12(b), +2 more
6 terms
Form 25 regulatory
"intends to file a Form 25, Notification of Removal from Listing"
A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.
Form 15 regulatory
"Thereafter, the Company intends to file a Form 15 with the SEC"
A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.
deregister regulatory
"to voluntarily delist its common stock from Nasdaq and to deregister its common stock"
Deregister is the act of removing a company’s securities from a public regulatory registry or ending their listing on a stock exchange; think of it like taking a car off public roads so it no longer needs public inspections. For investors, deregistration matters because it usually reduces required public disclosures, can make shares harder to buy or sell, and increases uncertainty about the company’s finances and governance due to lower transparency and liquidity.
Section 12(b) regulatory
"to deregister its common stock under Section 12(b) of the Exchange Act"
Section 12(b) of the U.S. Securities Exchange Act requires securities listed on a national stock exchange to be registered with the U.S. Securities and Exchange Commission (SEC) and to follow regular public reporting and disclosure rules. For investors, a 12(b) listing generally means more routine financial updates, regulatory oversight and easier buying and selling—like a storefront that must display its inventory and prices, making it simpler to inspect and trade the product.
OTC market financial
"The Company’s common stock is currently quoted on the OTC market"
A marketplace where securities are bought and sold directly between dealers or brokers rather than on a formal stock exchange; think of it as a flea market for stocks and bonds instead of a supermarket. It matters to investors because these trades often involve smaller or less-regulated companies, so prices can swing more, information can be scarcer, and it may be harder to quickly buy or sell — offering both higher risk and potential opportunity.
Nasdaq Hearings Panel regulatory
"On August 6, 2026, a Nasdaq Hearings Panel denied the Company’s appeal"
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is zSpace, Inc. (ZSPC) announcing in this Form 8-K?
zSpace, Inc. is voluntarily withdrawing its common stock from listing on Nasdaq and from registration under Section 12(b) of the Exchange Act. It has notified Nasdaq and expects to file Form 25 with the SEC on or about September 25, 2026.
When will ZSPC’s Nasdaq delisting and deregistration take effect?
The company expects the Nasdaq delisting to become effective about October 5, 2026, ten days after filing Form 25, and the Section 12(b) deregistration to become effective about December 24, 2026, 90 days after that filing.
How will this affect zSpace, Inc.’s SEC reporting obligations?
After deregistration under Section 12(b), zSpace intends to file Form 15 in early January 2027. Upon filing Form 15, its obligations to file periodic reports with the SEC, including Forms 10-K, 10-Q and 8-K, will be immediately suspended.
Will zSpace, Inc. (ZSPC) stock still trade after the Nasdaq delisting?
The company states its common stock is currently quoted on the OTC market under ZSPC and is expected to continue to be quoted after delisting and deregistration, but there is no assurance any broker-dealer will continue to make a market in the shares.
Why is zSpace, Inc. choosing to voluntarily delist and deregister?
The board considered that Nasdaq trading has been suspended since April 28, 2026 and the appeal process has concluded, as well as the substantial costs and management time required to maintain registration and SEC reporting, relative to the limited benefits given the trading suspension.
What prior Nasdaq actions affected ZSPC before this decision?
On April 21, 2026, Nasdaq’s Listing Qualifications Department determined to delist the stock, and trading was suspended April 28, 2026. A Nasdaq Hearings Panel denied zSpace’s appeal on August 6, 2026, and the period for further review expired on August 21, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
