Acuren Corp美股招股说明书(2025-04-04版)

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 our outstanding Series APreferred Stock, which are convertible into common stock on a one-for-one basis, (ii) 4,566,219 shares of our common stock issuableupon exercise of our outstanding warrants, with each warrant exercisable for one-fourth of a share of common stock at an exerciseprice of $11.50 per whole share of common stock until July 30, 2027, and (iii) 125,000 shares of our common stock issuable uponexercise of our outstanding options 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 from the conversion ofthe Series A Preferred Stock. Please see the section entitled “Plan of Distribution” for more information regarding the offering. Our shares of common stock are listed on the NYSE American (“NYSE”) under the symbol “TIC”. On March 25, 2025,the closing price of our common stock was $11.52 per share. Investinginourcommonstockinvolvesrisks.See“Risk Factors”beginningonpage6ofthisprospectus. We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to complywith certain reduced public company reporting requirements for this prospectus and may elect 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 or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. Prospectus dated April 4, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTSiiiSUMMARY1RISK FACTORS6MARKET AND DIVIDEND INFORMATION26USE OF PROCEEDS27ACUREN CORPORATION MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND 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 ascontained in this prospectus) and, if any such other information or representation is given or made, you should not rely on it as havingbeen authorized by us. You should not assume that the information contained in this prospectus is accurate as of any date other than thedate 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 toAcuren Corporation (formerly known as Admiral Acquisition Limited) and its consolidated subsidiaries, (2)“Acuren BVI” refers tothe Company prior to the Domestication and (3)“ASP Acuren” refers to ASP Acuren Holdings, Inc. and its consolidated subsidiariesprior to its acquisition by the Company on July30, 2024 (the “Acuren Acquisition” or the “Transaction”). All references in thisprospectus to the “Predecessor” refer to ASP Acuren for all periods prior to its acquisition by the Company and all references to“Successor” refer to the Company 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 UnitedStates of America. Inconnection with the Acuren Acquisition, we changed our fiscal year end from November30 to December31. Trademarks and Trade Names This prospectus contains some of our trademarks and trade names. All other trademarks or trade names of any other companyappearing in this prospectus belong to their respective owners. Solely for convenience, the trademarks and trade names in thisprospectus are referred to without the®and ™ symbols, but such references should not be construed as any indicator that theirrespective owners will not assert, to the fullest extent under applicable 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 andinternal company sources. Statements as to our ranking, market position and market estimates are based on independent industrypublications, third-party forecasts, management’s estimates and assumptions about our markets and our internal research. Our internalestimates are based upon our understanding of industry and market conditions, and such information has not been verified by anyindependent sources. Industry publications, surveys and forecasts gen