Acuren Corp美股招股说明书(2025-04-04版)

PROSPECTUS ACUREN CORPORATION_______________________ Up to 5,691,219 Shares of Common Stock_______________________ This prospectus relates to up to (i) 1,000,000 shares of our common stock issuable upon conversion of ouroutstanding Series A Preferred Stock, which are convertible into common stock on a one-for-one basis, (ii)4,566,219 shares of our common stock issuable upon exercise of our outstanding warrants, with each warrantexercisable for one-fourth of a share of common stock at an exercise price of $11.50 per whole share of commonstock until July 30, 2027, and (iii) 125,000 shares of our common stock issuable upon exercise of our outstandingoptions at an exercise price of $11.50 until July 31, 2029. We will receive proceeds from any exercise of the warrants and options. We will not receive any proceeds fromthe conversion of the Series A Preferred Stock. Please see the section entitled “Plan of Distribution” for moreinformation regarding the offering. Our shares of common stock are listed on the NYSE American (“NYSE”) under the symbol “TIC”. OnMarch 25, 2025, the closing price of our common stock was $11.52 per share. Investing in our common stock involves risks. See “RiskFactors” beginning on page 6 of this prospectus. We are an “emerging growth company” as defined under the federal securities laws and, as such, haveelected to comply with certain reduced public company reporting requirements for this prospectus and mayelect to do so in future filings. See “Prospectus Summary — Emerging Growth Company.” Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Anyrepresentation to the contrary is a criminal offense. Prospectus dated April 4, 2025 TABLE OF CONTENTS SUMMARY1RISK FACTORS6MARKET AND DIVIDEND INFORMATION26USE OF PROCEEDS27ACUREN CORPORATION MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS28UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS41BUSINESS48MANAGEMENT AND CORPORATE GOVERNANCE54EXECUTIVE COMPENSATION64RELATED PARTY TRANSACTIONS69SECURITY OWNERSHIP71DESCRIPTION OF CAPITAL STOCK73PLAN OF DISTRIBUTION79VALIDITY OF THE CAPITAL STOCK79EXPERTS80WHERE YOU CAN FIND MORE INFORMATION80INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 ABOUT THIS PROSPECTUS No person has been authorized to give any information or make any representation concerning us or the offering(other than as contained in this prospectus) and, if any such other information or representation is given or made,you should not rely on it as having been authorized by us. You should not assume that the information contained inthis prospectus is accurate as of any date other than the date on the front cover of this prospectus. Terms Used in This Prospectus Unless the context otherwise requires, in this prospectus, the term(s) (1) “the Company,” “Acuren,”“we,” “us”and “our” refer to Acuren Corporation (formerly known as Admiral Acquisition Limited) and its consolidatedsubsidiaries, (2) “Acuren BVI” refers to the Company prior to the Domestication and (3) “ASP Acuren” refers toASP Acuren Holdings, Inc. and its consolidated subsidiaries prior to its acquisition by the Company on July 30,2024 (the “Acuren Acquisition” or the “Transaction”). All references in this prospectus to the “Predecessor” refer toASP Acuren for all periods prior to its acquisition by the Company and all references to “Successor” refer to theCompany for all periods. Presentation of Financial and Other Information In this prospectus, references to “$”, “US$” and “U.S. Dollars” are to the lawful currency of the United Statesof America. In connection with the Acuren Acquisition, we changed our fiscal year end from November 30 toDecember 31. Trademarks and Trade Names This prospectus contains some of our trademarks and trade names. All other trademarks or trade names of anyother company appearing in this prospectus belong to their respective owners. Solely for convenience, thetrademarks and trade names in this prospectus are referred to without the®and ™ symbols, but such referencesshould not be construed as any indicator that their respective owners will not assert, to the fullest extent underapplicable law, their rights thereto. Industry and Market Data This prospectus includes industry data and forecasts that we obtained from industry publications and surveys,public filings and internal company sources. Statements as to our ranking, market position and market estimates arebased on independent industry publications, third-party forecasts, management’s estimates and assumptions aboutour markets and our internal research. Our internal estimates are based upon our understanding of industry andmarket conditions, and such information has not been verified by any independent sources. Industry publications,surveys and forecasts generally state that the information contained the