Acuren Corp美股招股说明书(2025-10-07版)

ACUREN CORPORATION Up to 5,691,219 Shares of Common Stock This prospectus supplement amends the prospectus dated April 4, 2025 (as supplemented, the “Prospectus”) of AcurenCorporation, a Delaware corporation (the “Company”), that relates to up to (i) 1,000,000 shares of our common stock issuable uponconversion of our outstanding 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 warrant exercisable for one-fourth of a share of common stock at an exercise price of $11.50 per whole share of common stock until July 30, 2027, and (iii)125,000 shares of our common stock issuable upon exercise of our outstanding options at an exercise price of $11.50 until July 31,2029, as more fully described in the Prospectus. This prospectus supplement is being filed to update and supplement the information included in the Prospectus with theinformation contained in the Company’s Current Report on Form 8-K filed with the SEC on October 7, 2025, as set forth below. Thisprospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement. Shares of common stock of the Company trade on the NYSE under the symbol “TIC”. The Company’s warrants trade on theOTCQB Market under the symbol “TICAW”. On October 6, 2025, the closing price of the shares of common stock was $13.75. Investing in the Company’s common stock involves risks. See “Risk Factors” beginning on page 6 of the Prospectus andunder similar headings in any amendments or supplements to the Prospectus. Neither the SEC nor any other regulatory body has approved or disapproved of these securities or passed upon theadequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this Prospectus Supplement No. 6 is October 7, 2025 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K CURRENT REPORTPursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 October 5, 2025Date of Report (date of earliest event reported) (Exact name of registrant as specified in its charter) Delaware001-4252466-1076867(State or other jurisdiction of incorporation or(Commission File Number)(I.R.S. Employer organization)Identification Number) 200 South Park Road, Suite 350Hollywood, Florida 33021(Address of principal executive offices and zip code) (954) 495-2112(Registrant’s telephone number, including area code) N/A(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 theregistrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ☐ Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on whichregistered Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act. Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreement On October 5, 2025, Acuren Corporation (the “Company”) entered into a Securities Purchase Agreement (the “PurchaseAgreement”) with the investor named therein (the “Investor”), for the private placement (the “Private Placement”), of (i) 17,708,333shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at $12.00 per share and(ii) a pre-funded warrant (the “Pre-Funded Warrant,” and together with the Shares, the “Securities”) to purchase 3,125,000 shares ofCommon Stock, at $11.9999 per share. The aggregate gross proceeds of the Private Placement were approximately $250 million,before deducting placement agent fees and other expenses. The Pre-Funded Warrant has an exercise price of $0.0001 per share of Common Stock, is immediately exercisable and willremain exercisable until exercised in full. The Pre-Funded Warrant is exercisable in cash or by means of a cashless exercise. TheInvestor may not exercise the Pre-Funded Warrant if the Investor, together with its affiliates, would beneficially own more than 9.99%of the number of shares of Common Stock outstanding immediately after giving effect to such exercise; provided, however, that aholder may increase or decrease such