8-K - ZRCN - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date of Report (date of earliest event reported): May 2, 2025

ZRCNInc.

(Exact name of Registrant as specified in its charter)

Delaware	000-56380	83-2756695
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)

1580Dell Avenue, Campbell, CA.95008.

(Address of principal executive offices and zip code)

(408)963-4550

Registrant’s

telephone number, including area code:

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered under Section 12(b) of the Exchange Act: None

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common	ZRCN	N/A

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $0.0001 per share

(Title of class)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item4.01 Changes in Registrant’s Certifying Accountant.

(a) Resignation of Assurance Dimensions, Inc.

On May 2, 2025, the Audit Committee of the Board of Directors of ZRCN Inc. (the “Company”) received formal notice from Assurance Dimensions Inc. (“AD”) that, in conjunction with its exit from providing audit services to publicly traded companies, AD had made the decision to resign as the Company’s accountant effective May 2, 2025.

The reports of AD on the Company’s consolidated financial statements for the fiscal year ended March 31, 2024, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits of the Company’s consolidated financial statements for the fiscal year ended March 31, 2024, there were no disagreements with AD on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of ZRCN Inc., would have caused AD to make reference to the matter in their report. There were no reportable events (as that term is described in Item 304(a)(1)(v) of Regulation S-K) during the fiscal year ended March 31, 2024, or to the date of resignation by AD.

The Company has provided a copy of the foregoing disclosures to AD and requested that AD furnish it with a letter addressed to the Securities and Exchange Commission stating whether AD agrees with the above statements.

A copy of the letter from AD, dated May 8, 2025, is filed as Exhibit 1.1 to this Form 8-K.

Exhibits

1.1	Letter from Assurance Dimensions. May 8, 2025
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document).

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:<br> May 8, 2025	ZRCN<br> Inc., A Delaware Corporation
	By:	/s/Jeff Parsons, CFO
	Its:	Jeff<br>Parsons, CFO

Exhibit1.1

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

May 8, 2025

To whom it may concern:

We have read the notification dated May 8, 2025 from ZRCN Inc., as to the replacement of auditors for that Company.

We agree with the representations of the Company, as follows:

1.	During<br> the previous year with Assurance Dimensions, there were no problems related to any<br> matter of accounting principles or practices, financial statement disclosure, auditing scope<br> or procedure, or compliance with applicable rules, which problems, if not resolved to the<br> satisfaction of Assurance Dimensions would have caused us to make reference to them<br> in connection with our report on the subject matter of the problems.
2.	Assurance Dimensions report on the consolidated financial statements for the previous year did<br> not contain an adverse opinion or disclaimer of opinion, and was not qualified as to uncertainties,<br> audit scope, or accounting principles.
---	---
3.	Assurance Dimensions has been paid in full for all services rendered to date.
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Very truly yours,

/s/ Assurance Dimensions

AssuranceDimensions

ASSURANCEDIMENSIONS, LLC

alsod/b/a McNAMARA and ASSOCIATES, LLC

TAMPABAY: 4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office: 813.443.5048 | Fax: 813.443.5053

JACKSONVILLE: 7800 Belfort Parkway, Suite 290 | Jacksonville, FL 32256 | Office: 888.410.2323 | Fax: 813.443.5053

**ORLANDO:**1800 Pembrook Drive, Suite 300 | Orlando, FL 32810 | Office: 888.410.2323 | Fax: 813.443.5053

SOUTHFLORIDA: 3111 N. University Drive, Suite 621 | Coral Springs, FL 33065 | Office: 754.800.3400 | Fax: 813.443.5053

www.assurancedimensions.com

“Assurance Dimensions” is the brand name under which Assurance Dimensions, LLC including its subsidiary entities McNamara and Associates, LLC (referred together as “AD LLC”) and AbitOs Advisors, LLC (“AbitOs Advisors”), provide professional services. AD LLC and AbitOs Advisors practice as an alternative practice structure in accordance with the AICPA Code of Professional Conduct and applicable laws, regulations, and professional standards. AD LLC is a licensed independent CPA firm that provides attest services to its clients, and AbitOs Advisors provides tax and business consulting services to their clients. AbitOs Advisors, and its subsidiary entities are not licensed CPA firms.