Acuren Corp. Files 8-K with Material Agreements and Equity Sales

TL;DR

Acuren Corp. dropped an 8-K detailing new deals, stock sales, and charter changes on Oct 5th.

AI Summary

Acuren Corp. filed an 8-K on October 7, 2025, reporting on several key events that occurred on October 5, 2025. These include entering into a material definitive agreement, unregistered sales of equity securities, amendments to its articles of incorporation or bylaws, and a Regulation FD disclosure. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate actions by Acuren Corp., including potential new agreements and equity transactions, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can indicate significant business changes or financing activities that carry inherent risks.

Key Players & Entities

• Acuren Corp. (company) — Registrant
• October 5, 2025 (date) — Earliest event reported
• October 7, 2025 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 200 South Park Road, Suite 350, Hollywood, Florida 33021 (address) — Business and mailing address

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share TIC New York Stock Exchan
• $12.00 — 01 per share (the " Common Stock "), at $12.00 per share and (ii) a pre-funded warrant
• $11.9999 — se 3,125,000 shares of Common Stock, at $11.9999 per share. The aggregate gross proceeds
• $250 m — he Private Placement were approximately $250 million, before deducting placement agent

Filing Documents

• ea0260401-8k_acuren.htm (8-K) — 37KB
• ea026040101ex3-1_acuren.htm (EX-3.1) — 4KB
• ea026040101ex4-1_acuren.htm (EX-4.1) — 83KB
• ea026040101ex10-1_acuren.htm (EX-10.1) — 206KB
• ea026040101ex10-2_acuren.htm (EX-10.2) — 93KB
• ea026040101ex99-1_acuren.htm (EX-99.1) — 13KB
• ex99-1_001.jpg (GRAPHIC) — 15KB
• 0001213900-25-097104.txt ( ) — 733KB
• tic-20251005.xsd (EX-101.SCH) — 3KB
• tic-20251005_lab.xml (EX-101.LAB) — 33KB
• tic-20251005_pre.xml (EX-101.PRE) — 22KB
• ea0260401-8k_acuren_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

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 " Purchase Agreement ") with the investor named therein (the " Investor "), for the private placement (the " Private Placement "), of (i) 17,708,333 shares (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 of Common 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 will remain exercisable until exercised in full. The Pre-Funded Warrant is exercisable in cash or by means of a cashless exercise. The Investor 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 a holder may increase or decrease such percentage by giving 61 days' notice to the Company, but not to any percentage in excess of 19.99%. The Private Placement closed on October 7, 2025. The Company intends to use the net proceeds from the Private Placement for general corporate purposes. Pursuant to the Purchase Agreement, the Company agreed not to issue any Common Stock or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Stock, for a period of ninety (90) days following the effective date of a registration statement registering the resale of the Shares, subject to certain exceptions. The

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation . On October 7, 2025, the Company filed a Certificate of Amendment to its Certificate of Incorporation (the " Certificate of Amendment ") with the Secretary of State of the State of Delaware to change its name from Acuren Corporation to TIC Solutions, Inc., effective at 5:00 p.m. Eastern Time on October 10, 2025. The Company will begin trading under TIC Solutions, Inc. on October 13, 2025. A copy of the Certificate of Amendment is filed hereto as Exhibit 3.1 and is incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On October 6, 2025, the Company issued a press release announcing the Private Placement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained in this Item 7.01, including Exhibit 99.1, is deemed to have been furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment dated October 7, 2025. 4.1 Pre-Funded Warrant 10.1 Securities Purchase Agreement, dated October 5, 2025, by and among Acuren Corporation and the investors party thereto 10.2 Registration Rights Agreement, dated October 7, 2025, by and among Acuren Corporation and the investors party thereto 99.1 Press release issued by Acuren Corporation on October 6, 2025, related to the Private Placement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Acuren Corporation Date: October 7, 2025 By: /s/ Kristin Schultes Name: Kristin Schultes Title: Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR