A more thorough explanation:

Definition: Going dark refers to the process of a public company becoming a private company. This is also known as "deregistration." The Securities and Exchange Commission (SEC) regulates how companies can go dark in Rule 12d2-2, which requires them to file a Form 25. Even after a company files a Form 25, they may still meet the criteria for being a public company under Section 12(g) or Section 15(d) of the Exchange Act. If this is the case, they will also need to deregister with a Form 15. When filing a Form 15, the company must guarantee that either: (i) the class of securities is held by less than 300 people; (ii) if the total assets do not exceed $10 million and have not exceeded $10 million for the last three years, the class of securities is held by less than 500 people; or (iii) in the case of a bank of holding company, the number of holders is less than 1,200 people.

Example 1: XYZ Corporation has been a public company for many years, but its board of directors has decided to take the company private. They file a Form 25 with the SEC to begin the process of going dark.

Example 2: ABC Corporation files a Form 25 with the SEC to go dark, but they still meet the criteria for being a public company under Section 12(g) of the Exchange Act. They must also file a Form 15 to complete the deregistration process.

These examples illustrate the process of going dark, which involves a public company becoming a private company. In Example 1, XYZ Corporation begins the process by filing a Form 25 with the SEC. In Example 2, ABC Corporation files both a Form 25 and a Form 15 to complete the deregistration process. These examples show how companies must follow specific rules and regulations set by the SEC when going dark.