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TIC Solutions, Inc.

TIC Solutions, Inc.TIC财报

NYSE · 工业 · 其他商业服务

What changed in TIC Solutions, Inc.'s 10-K — 2024 vs 2025

Top changes in TIC Solutions, Inc.'s 2025 10-K

501 paragraphs added · 369 removed · 243 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

52 edited+47 added−17 removed7 unchanged
We make available free of charge, through our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and proxy statements for our annual meeting of stockholders, as soon as reasonably practicable after each such material is electronically filed with or furnished to the SEC.
We make available free of charge, through our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and proxy statements for our Annual Meeting of Stockholders, as soon as reasonably practicable after each such material is electronically filed with or furnished to the Securities and Exchange Commission (“SEC”).
Because aging infrastructure requires more frequent inspection and maintenance relative to new infrastructure, companies and public authorities continue to utilize asset protection providers to ensure their aging infrastructure assets continue to operate effectively. We provide an essential service in the entire life cycle of an asset with increasing attention and importance in life extension engineering.
Because aging infrastructure requires more frequent inspection and maintenance relative to new infrastructure, companies and public authorities continue to utilize inspection, engineering, and geospatial service providers to ensure their aging infrastructure assets continue to operate effectively. We provide an essential service in the entire life cycle of an asset with increasing attention and importance in life extension solutions.
Outsourcing of Non-Core Activities and Technical Resource Constraints . Due to the increasing sophistication and automation of NDT programs, increasing governmental regulation and a decreasing supply of skilled professionals, companies are increasingly outsourcing NDT to third-party providers with advanced solution portfolios, engineering expertise and trained workforces.
Outsourcing of Non-Core Activities and Technical Resource Constraints. Due to the increasing sophistication and automation of NDT programs, increasing governmental regulation and a decreasing supply of skilled professionals, companies are increasingly outsourcing inspection, engineering, and geospatial services to third-party providers with advanced solution portfolios, engineering expertise and trained workforces.
Newer industries, such as wind power, use materials that do not have a long history of proven resilience with a higher instance of early life failure or systemic flaws which require additional inspections. Meeting Safety Regulations . Owners and operators of industrial facilities, particularly those with pressurized equipment, face strict government regulations and more stringent process safety enforcement standards.
Newer industries, such as wind power, use materials that do not have a long history of proven resilience with a higher instance of early life failure or systemic flaws which require additional inspections. Meeting Safety Regulations. Owners and operators of industrial facilities face strict government regulations and more stringent process safety enforcement standards.
These materials often cannot be tested using traditional NDT techniques. We believe that demand for more advanced testing and assessment solutions will increase as the utilization of these advanced materials increases during the design, manufacturing, operating and quality control phases.
These materials often cannot be tested using traditional NDT techniques. We believe that demand for more advanced testing, laboratory analysis, and engineering assessment solutions will increase as the utilization of these advanced materials increases during the design, manufacturing, operating and quality control phases of production.
Failure to meet these standards can result in significant financial liabilities, increased scrutiny by government and industry regulators, higher insurance premiums and tarnished corporate brand value. As a result, these owners and operators are seeking highly reliable asset integrity suppliers with a track record of assisting customers in meeting increasingly stringent regulations.
Failure to meet these standards can result in significant financial liabilities, increased scrutiny by government and industry regulators, higher insurance premiums and tarnished corporate brand value. As a result, these owners and operators are seeking highly reliable service providers with a track record of assisting customers in meeting increasingly stringent regulations.
Many of these field service technicians exhibit specialized skills so customers rely on service providers that can supply the right mix of craft at the right time. Increasing Use of Advanced Materials . Customers in various target markets –– particularly aerospace and defense –– are increasingly utilizing advanced materials, such as composites and other unique technologies in their assets.
Many of these field service technicians exhibit specialized skills so customers rely on service providers that can supply the right mix of craft and expertise where and when needed. Increasing Use of Advanced Materials. Customers in various target markets, such as aerospace and defense, are increasingly utilizing advanced materials, such as composites and other unique technologies in their assets.
Competitive Environment We operate in industries that are highly competitive and fragmented. There are relatively few barriers to entry in many of the industries in which we operate, and as a result, any organization with adequate financial resources and access to technical expertise could become a competitor.
There are relatively few barriers to entry in many of the markets in which we operate, and as a result, any organization with adequate financial resources and access to technical expertise could become a competitor.
The agreements generally specify the range of services to be performed and the hourly rates for labor, supplies and equipment. While many contracts cover specific plants or locations, we also enter into multiple-site regional or national contracts that cover multiple plants or locations.
The agreements generally specify the range of services to be performed and the applicable rates for labor, supplies, and equipment. While many contracts cover specific plants or locations, we also enter into regional or national contracts that cover multiple facilities or geographic areas. Inspection and Mitigation.
Due to the prohibitive costs and challenges of building new infrastructure, many companies have chosen to extend the useful life of existing assets, resulting in the significant and increased utilization of existing infrastructure in our target markets.
Due to the prohibitive costs and challenges of building new infrastructure, many companies and public authorities are choosing to extend the useful life of existing assets, resulting in increased utilization of existing infrastructure in our target markets.
Additionally, a large portion of our business uses labor that is provided under collective bargaining agreements or is subject to works council processes. As such, we are subject to national and local laws and regulations related to unionized labor and collective bargaining. As of December 31, 2024, approximately 35% of our Canada employees were covered by collective bargaining agreements.
Additionally, a large portion of our business uses labor that is provided under collective bargaining agreements or is subject to works council processes. As such, we are subject to national and local laws and regulations related to unionized labor and collective bargaining.
Shortages of equipment, consumables and vehicles have occurred, but such shortages have been rare and short term. Intellectual Property Our success depends, in part, on our ability to maintain and protect our proprietary technology and to conduct our business without infringing on the proprietary rights of others.
Shortages of equipment, consumables and vehicles have occurred, but such shortages have been rare and short term. 5 Table of Conte n t s Intellectual Property Our success depends, in part, on our ability to protect our proprietary technology, processes, software, data, and data sets and to conduct our business without infringing the proprietary rights of others.
Our management team has a track record of asset protection organizational leadership — they are focused on quality services delivered in a timely, safe and cost-effective manner. These individuals also have successfully driven operational growth organically and through acquisitions.
Experienced Management Team. Our management team has a track record of building and leading asset integrity, engineering, and consulting organizations. They are focused on delivering quality services in a safe, timely, and cost-effective manner, and have successfully driven operational growth organically and through acquisitions.
We do not consider any single patent, trademark or service mark material to our financial condition or results of operations. Seasonality and Cyclicality Our revenue and results of operations can be subject to seasonal and other variations. These variations are influenced by weather, customer spending patterns, bidding seasons, project schedules, holidays, and the timing of outages and non-recurring projects.
Seasonality and Cyclicality Our revenue and results of operations are subject to seasonal and other variations. These variations are influenced by weather, customer spending patterns, bidding seasons, project schedules, holidays, and the timing of outages and non-recurring projects.
The growing digitization of asset integrity information provides opportunities for contractors with a wide range of expertise and integrated data platforms to provide customers with analytical solutions to help customers maximize uptime while controlling costs. Extending the Useful Life of Aging Infrastructure .
The growing digitization of asset integrity information provides opportunities for contractors with a wide range of expertise to provide customers with analytical solutions to support safety, compliance, and efficient asset management. Extending the Useful Life of Aging Infrastructure.
Health, Safety and Training We believe excellent health and safety performance is no accident. It requires focus, accountability and most importantly deliberate action from management. We have developed safety management systems that include established procedures and policies focused on reducing risk, managing incidents, monitoring and measuring of key performance indicators and a focus on continuous improvement.
We have developed safety management systems that include established procedures and policies focused on reducing risk, managing incidents, monitoring and measuring of key performance indicators and a focus on continuous improvement.
Fluctuations in end-user demand within those industries, or in the supply of services within those industries, can affect demand for our services. As a result, our business may be adversely affected by industry declines or by delays in new projects. Variations or unanticipated changes in project schedules in connection with large construction and installation projects can create fluctuations in revenue.
Additionally, the industries we serve can be cyclical. Fluctuations in end-user demand within those industries, or in the supply of services within those industries, can affect demand for our services. As a result, our business may be adversely affected by industry declines or by delays in new projects.
Typically, our revenue is lowest at the beginning of the year and during the winter months in North America because of persistent cold, snowy, or wet conditions. Revenue is generally higher during the spring and fall months, due to increased demand for our services when favorable weather conditions exist in many of the regions in which we operate.
Revenue is generally higher during the summer and fall months, due to increased demand for our services when favorable weather conditions exist in many of the regions in which we operate.
While most purchase orders provide for the performance of a single job, 6 Table of Contents some provide for services to be performed on a run-and-maintain basis. Substantially all our agreements and contracts may be terminated by either party on short notice.
Services are typically performed pursuant to purchase orders issued under written client agreements. While most purchase orders cover a single project or scope of work, some provide for services to be performed on a run-and-maintain basis. Substantially all of our agreements and contracts may be terminated by either party on short notice.
These regulations require inspection and integrity data records throughout a pipeline’s lifetime to be reliable, traceable, verifiable, and complete, increasing the demand for integrated inspection, engineering, monitoring, and data management and analysis solutions.
These regulations require inspection and integrity data records throughout a pipeline’s lifetime to be reliable, traceable, verifiable, and complete, increasing the demand for integrated inspection, engineering, monitoring, and data management and analysis solutions. Federal, state, and municipal funding for transportation, water, and energy infrastructure projects is also expected to support demand for engineering and geospatial monitoring. Public-Sector Investment.
These activities include several Nondestructive Testing (“NDT”) techniques such as radiography, ultrasonic testing, magnetic particle inspection, penetrant testing, and visual inspection. NDT activities include inspection and evaluation of industrial equipment through various technology-enabled methods to ensure asset integrity, avoid costly accidents and comply with regulatory requirements without destroying the asset or component.
NDT involves the inspection and evaluation of industrial equipment through various technology-enabled methods to ensure asset integrity, prevent costly outages, failures, and accidents, and meet regulatory requirements without damaging the equipment being tested. NDT techniques include radiography, ultrasonic testing, magnetic particle inspection, penetrant testing, and visual inspection.
We believe we have all required licenses to conduct our business activities and are in substantial compliance with applicable regulatory requirements. If we fail to comply with applicable regulations, we could be subject to substantial fines or revocation of our operating licenses.
If we fail to comply with applicable regulations, we could be subject to substantial fines or revocation of our operating licenses.
However, we believe our customers also consider a variety of other factors, including those described above, when selecting a service provider, and we believe that our technical capabilities, broad geographic reach and skilled labor force enable us to be competitive.
However, we believe our customers also consider a variety of other factors, including those described above, when selecting a service provider, and we believe that our technical capabilities, broad geographic reach, skilled labor force and engineering and software expertise enable us to be competitive. 6 Table of Conte n t s Government Regulation and Environmental Matters A significant portion of our business activities is subject to foreign, federal, state and local laws and regulations.
Our customers require support in devising mechanical integrity programs that meet regulatory compliance standards and enable enhanced safety and uptime at their facilities. Expanding Pipeline Integrity Regulations .
Our customers require support in devising mechanical integrity programs that meet regulatory compliance standards and enable enhanced safety and uptime at their facilities. Infrastructure Regulation and Investment. Expanded pipeline integrity regulations and increased infrastructure investment programs are expected to drive long-term demand for inspection, engineering, and geospatial services.
A portion of our revenue is derived from agreements with customers and price is often an important factor in the bid process for such work.
We compete based on a variety of factors, including price, service, technical expertise and experience, quality, safety performance, response time and reputation for customer service. A portion of our revenue is derived from agreements with customers and price is often an important factor in the bid process for such work.
We believe we have a proven track record of increasing our share of provided services to our existing customers with customers expected to increase their usage of our services in the coming years. Acquisition of New Customers and Sites .
We believe we have a proven track record of increasing our share of services provided and expect customers to increase their use of our combined inspection, engineering, and geospatial services over time. Acquisition of New Customers and Sites .
Properties We lease our corporate headquarters in Tomball, Texas, and we own and lease other facilities throughout the United States, Canada and the United Kingdom where we conduct business. Our facilities include offices, warehouses, storage, maintenance shops, engineering labs and training and educational facilities. As of December 31, 2024, we owned six facilities and leased 130 facilities.
Properties We lease our corporate headquarters in Hollywood, Florida, and we own and lease other facilities throughout the United States, Canada, Europe, Asia, and the Middle East where we conduct business. Our facilities include offices, warehouses, storage, maintenance shops, engineering labs and training and educational facilities. We believe that our existing facilities are sufficient for our current needs.
We also have a deep network of qualified technicians with the ability to embed teams at our customers’ sites and ramp up our testing services as needed to meet surge demand during turnarounds. Long-Standing Trusted Provider to a Diversified and Growing Customer Base .
We maintain a deep network of qualified technicians with the ability to embed teams at customer sites and ramp up testing services as needed to meet surge demand during turnarounds. In addition, our engineering teams provide multidisciplinary expertise, including infrastructure design, utility systems, building systems, environmental consulting, and clean energy.
As an asset integrity solutions provider, we seek to maximize the uptime and safety of critical infrastructure, by helping customers to detect, locate, mitigate, and prevent damages such as corrosion, cracks, leaks, manufacturing flaws and other concerns that could lead to failure and adversely impact normal operations.
Industry Inspection and Mitigation Asset integrity plays a crucial role in assuring the protection and reliability of critical infrastructure. As an asset integrity solutions provider, we help customers detect, assess, and mitigate damages such as corrosion, cracks, leaks, manufacturing flaws, and other conditions that could lead to equipment failure and disruption to operations.
We have become a trusted partner to a large and growing customer base spanning numerous markets through our proven, decades-long track record of quality and safety. Our customers include some of the largest and most well-recognized firms in the oil and gas, chemicals, power generation and transmission and aerospace and defense industries. Technological Research and Development .
Long-Standing Trusted Provider to a Diversified and Growing Customer Base. We have become a trusted partner to a large and growing customer base spanning numerous markets through our proven, decades-long track record of quality and safety.
Government Regulation and Environmental Matters A significant portion of our business activities is subject to foreign, federal, state and local laws and regulations. These regulations are administered by various foreign, federal, state and local health and safety and environmental agencies and authorities, including the Occupational Safety and Health Administration (“OSHA”) of 7 Table of Contents the U.S.
These regulations are administered by various foreign, federal, state and local health and safety and environmental agencies and authorities, including the Occupational Safety and Health Administration (“OSHA”) of the U.S. Department of Labor and the Environmental Protection Agency. Failure to comply with these laws and regulations may involve civil and criminal liability.
Our Growth Strategy By executing a multi-faceted growth strategy, we believe that we are positioned to maintain and grow our competitive advantage in the asset integrity management industry and achieve significant market expansion. Market Growth Alignment .
Growth Strategy By executing the following multi-faceted growth strategy, we believe that we are positioned to maintain and grow our competitive advantage as a provider of inspection, engineering, and geospatial services and achieve significant market expansion. Increasing Wallet Share . We are focused on deepening relationships within our existing customer base.
Expenditures relating to such regulations are made in the normal course of our business and are neither material nor place us at any competitive disadvantage. We do not currently expect that compliance with such laws and regulations will require us to make material expenditures.
We do not currently expect that compliance with such laws and regulations will require us to make material expenditures. We believe we have all required licenses to conduct our business activities and are in substantial compliance with applicable regulatory requirements.
Given the amount of activity required at heights in the industrial space, we provide market leading Rope Access Technician (“RAT”) solutions to reach difficult areas without scaffolding. The work on ropes at heights extends beyond inspection and testing to include industrial trades such as insulation, coatings and blasting, welding, pipe fitting, hoisting and rigging, and electrical services.
In addition, our RAT solutions provide safe and efficient access to areas that are otherwise difficult to reach without traditional scaffolding. RAT solutions extend beyond inspection to include industrial trades such as insulation, coatings and blasting, welding, pipe fitting, hoisting and rigging, and electrical work.
Plants in the industrial space are recognizing the need to evolve their traditional, paper-based mechanical integrity programs in favor of digitized solutions. The rise of big data intelligence, and our data analytical solutions offerings, provide our customers with actionable insights from raw asset integrity data.
Plants in the industrial space and public infrastructure operators are increasingly replacing traditional, paper-based programs with digitized solutions. The rise of big data intelligence, geospatial analytics, and integrated data platforms provides customers with actionable insights from inspection, engineering, and geospatial data.
Not only do our technicians 5 Table of Contents consistently provide quality and timely services, but their industry-specific expertise allows them to support our customers with programs specifically tailored to the industry in which they operate.
We believe that our technicians and engineers provide us with a competitive advantage because of their expertise and industry-specific knowledge. Our technicians consistently deliver quality and timely services, and their industry-specific expertise allows them to support customers with programs tailored to the requirements of their operations.
Organic growth is enhanced as assets and infrastructure age, requiring additional investment to ensure compliance and safe operation. Our engineers and technicians play an important role in the life extension of industrial assets. Contractual arrangements and master service agreements have terms ranging from a few days to five years.
We believe the essential and compliance-driven nature of our services contributes to our ability to generate stable and predictable cash flows. Organic growth is supported as assets and infrastructure age, requiring additional investment to ensure compliance and safe operation. Our engineers and technicians play an important role across the asset life cycle, including in the life extension of industrial assets.
Of our 6,060 employees, 909 employees were represented by unions and were subject to various collective bargaining agreements. Certain of our unionized employees have participated in strikes and work stoppages in the past, and we cannot be certain that strikes or work stoppages will not occur in the future.
Certain of our unionized employees have participated in strikes and work stoppages in the past, and we cannot be certain that strikes or work stoppages will not occur in the future. We consider our employee relations to be good. 7 Table of Conte n t s Our success is directly related to the satisfaction, growth, and development of our employees.
The TICC industry continues to move towards more advanced, automated solutions, requiring service providers to find safer and more cost-efficient inspection techniques. We believe that we remain ahead of the technological curve by connecting our practical industry expertise with suppliers of equipment and technology.
We believe that we remain ahead of the technological curve by connecting our practical industry expertise with suppliers of equipment and technology and by developing proprietary approaches through our advanced inspectors, engineers, and subject matter experts.
We review many potential strategic opportunities and typically complete a small number of “tuck in” acquisitions each year. These are generally funded by free cash flow generated from operations as well as borrowings under the Company’s credit facilities.
Building on our history of successful acquisitions, we plan to continue pursuing merger and acquisition opportunities to facilitate growth. We review a broad range of potential strategic opportunities and typically complete several tuck-in acquisitions each year, generally funded by free cash flow from operations and available borrowings under our credit facilities.
Our Clients Our highly diversified and long-tenured client base operates in a broad range of industrial markets, most notably chemical, pipeline, refinery, power generation, oilsands, automotive, aerospace, mining, manufacturing, renewable energy, and pulp and paper. Our largest clients are under multi-year master servicing agreements.
Within industrial markets, our services address energy processing and refining, pipeline and midstream infrastructure, chemicals and industrial processing, manufacturing and industrial services, power generation and utilities, and companies in aerospace, automotive, renewable energy, pulp and paper, and mining. Our largest clients are typically served under multi-year master service agreements.
Department of Labor and the Environmental Protection Agency. Failure to comply with these laws and regulations may involve civil and criminal liability. From time to time, we are also subject to a wide range of reporting requirements, certifications and compliance as prescribed by various federal and state governmental agencies.
From time to time, we are also subject to a wide range of reporting requirements, certifications and compliance as prescribed by various federal and state governmental agencies. Expenditures relating to such regulations are made in the normal course of our business and are neither material nor place us at any competitive disadvantage.
From time to time, we may incur costs and obligations related to environmental compliance and/or remediation matters.
From time to time, we may incur costs and obligations related to environmental compliance and/or remediation matters. Additionally, we contract with various U.S. governmental agencies and entities which requires compliance with laws and regulations relating to the formation, administration and performance of contracts.
We compete with a number of companies, ranging from small, owner-operated businesses operating in narrow geographic regions to large companies with national scale and significant financial, technical, and marketing resources. We compete based on a variety of factors, including price, service, technical expertise and experience, quality, safety performance, response time and reputation for customer service.
We compete with a number of companies, ranging from small, owner-operated businesses operating in narrow geographic regions to large companies with national scale and significant financial, technical, engineering, and technology resources. In addition, in our geospatial segment, we compete with firms that provide aerial imaging, remote sensing, and software solutions to private and public-sector clients.
We utilize a combination of intellectual property safeguards, including patents, copyrights, trademarks and trade secrets, as well as employee and third-party confidentiality agreements, to protect our intellectual property. Our trademarks and service marks provide us and our solutions with a certain amount of brand recognition in our markets.
We rely on a combination of intellectual property protections, including patents, copyrights, trademarks, trade secrets, and contractual safeguards. We also use employee and third-party confidentiality and non-disclosure agreements to help safeguard sensitive information.
Key Trends of the Asset Integrity Industry We believe that the following represent key dynamics of the asset protection industry and that the market available to us will continue to grow as these macro-market trends continue to develop: 4 Table of Contents Digital Transformation of Asset Protection .
Providers with scale, technical expertise, and proprietary software and analytics are positioned to maintain a competitive advantage in serving long-term private and public-sector clients Key Industry Trends We believe that the following represent key trends affecting our inspection, engineering, and geospatial markets and that the aggregate market available to us will continue to grow as these macro-market trends continue to develop: Digital Transformation of Asset and Infrastructure Management.
Our Competitive Strengths We believe the following competitive strengths contribute to our being a leading provider of asset integrity solutions and will allow us to further capitalize on growth opportunities in the industries in which we operate: Comprehensive Provider for Asset Integrity Solutions .
Public-sector investment programs and permitting requirements provide stability and visibility in demand for engineering and geospatial services, particularly in transportation, utilities, and environmental markets. 3 Table of Conte n t s Competitive Strengths We believe the following competitive strengths contribute to our position as a leading provider of TICC, engineering, and geospatial services and will allow us to capitalize on growth opportunities in the industries we serve: Comprehensive and Integrated Service Offering.
We expect to continue to increase our customer and site footprint by securing new business at a rate that outpaces market growth. Expansion of TICC services . We plan to continue to broaden our TICC services by enhancing our core NDT capabilities and expanding our advanced inspection technology and capabilities.
We expect to continue to increase our customer and site footprint by securing new business at a rate that outpaces market growth. 4 Table of Conte n t s Private and Public Sector Expansion. A significant portion of our current revenue is derived from public-sector clients, including federal, state, and municipal governments and public utilities.
NDT is a prominent solution in the asset integrity industry due to its ability to detect defects without compromising the structural integrity of the materials or equipment being inspected. Traditionally, the supply of NDT services has been provided by many relatively small vendors that offer a narrow array of services in a more localized geographic region.
Traditionally, the supply of NDT services has been provided by many relatively small vendors that offer a narrow array of services in a more localized geographic region. Customers are increasingly consolidating their spending on NDT services with larger service providers capable of delivering integrated inspection, rope access, and mitigation solutions at scale.
We believe that our existing facilities are sufficient for our current needs. 8 Table of Contents Available Information Our internet website address is www.acuren.com.
Available Information Our internet website address is www.tics.com .
Our highly specialized materials engineers support failure investigation, material selection, corrosion engineering, welding engineering, fracture mechanics, destructive testing, and chemical analysis. We are headquartered in Tomball, Texas and, as of December 31, 2024, operate from approximately 115 service centers and approximately 21 engineering and lab facilities.
Our engineers and scientists perform failure investigation, material selection, corrosion and welding engineering, fracture mechanics, destructive testing, and chemical analysis. These services are delivered by highly specialized materials engineers and consulting teams who support clients throughout the asset life cycle, from design and commissioning through maintenance, fitness-for-service evaluations, and life-extension planning.
Human Capital Employees As of December 31, 2024, we had 6,060 (5,498 permanent and 562 temporary) employees of which 3,468 (3,424 permanent and 44 temporary) employees are located in the United States, and 2,592 (2,074 permanent and 518 temporary) employees are located in Canada.
As of December 31, 2025, we had 12,760 (11,084 permanent and 1,676 temporary) employees of which 7,381 (6,925 permanent and 456 temporary) employees are located in the United States, and 3,947 (2,727 permanent and 1,220 temporary) employees are located in Canada. Of our 12,760 employees, 1,644 employees were represented by unions and were subject to various collective bargaining agreements.
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Item 1. Business. Our Business We are a leading provider of critical asset integrity services. We operate primarily in North America serving a broad range of industrial markets, most notably chemical, pipeline, refinery, power generation, oilsands, automotive, aerospace, mining, manufacturing, renewable energy, and pulp and paper.
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Item 1. Business. Overview We are a leading provider of tech-enabled Testing, Inspection, Certification and Compliance (TICC), engineering, and geospatial services. We provide mission-critical services that are essential to the safety, reliability, and efficiency of industrial assets, buildings, and public infrastructure.
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We provide these essential and often compliance-mandated services in the industrial space and are focused on the recurring maintenance needs of our customers. The work we do fits in the service category referred to as Testing, Inspection, Certification and Compliance (“TICC”).
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Our services are often non-discretionary and are driven by regulatory requirements, customer risk management policies, and the need to extend the useful life of critical assets. We operate primarily in North America and serve both private and public-sector clients. Our private-sector clients span industrial, infrastructure, construction, and commercial real estate end markets.
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We offer these trades in a niche way where RAT solutions are optimal (cost efficient and/or schedule enhancing) and where we can provide quality services without compromising safety. Our TICC service also includes support from consulting engineers with in-lab destructive testing capabilities.
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Our public-sector clients include federal, state, and municipal agencies, public utilities, transportation authorities, and environmental regulators. Within industrial markets, our services address energy processing and refining, pipeline and midstream infrastructure, chemicals and industrial processing, manufacturing and industrial services, power generation and utilities, and companies in aerospace, automotive, renewable energy, pulp and paper, and mining.
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We operate in two geographical segments, the United States and Canada, and also have limited operations located in the United Kingdom. We have recurring revenue and repeat business from our diversified long-standing customers across a variety of end markets. We believe the essential nature of our work provides stable and predictable cash flows.
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We provide these compliance-driven services and focus on the recurring maintenance and operational needs of our customers. On August 4, 2025 (the “NV5 Closing Date”), we completed our acquisition of NV5 Global, Inc. (“NV5”), an engineering and geospatial services company (the “NV5 Acquisition”), and on October 10, 2025, we changed our name from Acuren Corporation to TIC Solutions, Inc.
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Substantially all of our revenue is derived from services contracted on a time and materials basis. Our Industry General Asset integrity plays a crucial role in assuring the protection and reliability of critical infrastructure.
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We operate our business across three operating segments: (i) Inspection and Mitigation, (ii) Consulting Engineering, and (iii) Geospatial. Our Inspection and Mitigation services include Nondestructive Testing (“NDT”) and Rope Access Technician (“RAT”) solutions.
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A trend has emerged for customers to increasingly engage with larger service providers capable of a broader spectrum of tech enabled services plus the ability to staff outages that require a significant number of resources. Due to these trends, those vendors offering integrated solutions, scalable operations, skilled personnel and a global footprint are expected to have a distinct competitive advantage.
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These RAT solutions often offer cost or scheduling advantages to the customer and can be delivered without compromising safety or quality. Our Consulting Engineering services include engineering design, conformity assessment, infrastructure engineering, building and technology design, environmental consulting, and materials engineering and testing.
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Moreover, this scale advantage allows sharing of resources across multiple offices to service customers and optimize utilization.
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We provide engineering and consulting solutions to private and public-sector clients to support the design, operation, and maintenance of essential infrastructure and facilities. These services cover transportation systems, utilities, water and environmental infrastructure, as well as data centers, building systems, clean energy conversion, and fire protection. We also maintain in-house laboratory capabilities that support destructive testing and advanced materials engineering.
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The United States Pipeline & Hazardous Materials Safety Administration’s “Mega Rule” adopted in October 2019 expands pipeline integrity regulations on more than 500,000 miles of pipelines that carry natural gas, oil and other hazardous materials throughout the United States. Some of these requirements will take operators decades to fulfill.
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Our Geospatial services provide data collection, data analytics, and software solutions that support asset management and infrastructure planning. We collect and analyze geospatial data through technologies such as LiDAR, imaging, remote sensing, and unmanned aerial systems. These capabilities allow us to deliver high-resolution mapping, vegetation management, shoreline and floodplain monitoring, and utility asset inspection.
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We believe we have one of the most comprehensive and broad asset integrity service offerings, which positions us to be a leading provider for our customers’ asset integrity requirements. Particularly, our ability to conduct services without outsourcing repair work to third parties provides our customers with efficient solutions, fast turnout and minimal shutdown time.
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We also provide subscription-based geospatial software and analytic tools that enable customers to manage infrastructure assets, natural resources, and environmental risks. These offerings support long-term monitoring and decision-making for utilities, transportation systems, defense and intelligence agencies, and environmental authorities. In addition, we integrate geospatial data with our industrial inspection services, including drone-enabled nondestructive testing and aerial inspection programs.
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In addition, our engineers are able to support our customers with expertise in materials selection, fitness for purpose calculations, failure analysis, reliability plans, mechanical testing, chemical analysis, and life extension services. Technician Availability and Expertise Across Markets . We believe that our technicians provide us with a competitive advantage because of their expertise and industry-specific knowledge.
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This combined capability enhances the detection and assessment of potential issues in energy, industrial, and infrastructure assets, and provides customers with integrated insights to support both operational reliability and regulatory compliance.
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Some of the advanced inspection technologies developed by our advanced inspectors and subject matter experts are used to provide advanced solutions for challenging requirements like heights, high temperatures, complex materials, and unusual geometries. Experienced Management Team .
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We are headquartered in Hollywood, Florida and operate primarily in the United States and Canada, with additional operations in select international markets, including Europe, Asia, and the Middle East. 1 Table of Conte n t s We generate significant recurring revenue and repeat business from a diversified base of long-standing clients across a variety of end markets.
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We aim to grow in alignment with the asset integrity management market, which we believe is projected to grow at a compound annual growth rate of approximately 5% from 2023 to 2030. Increasing Wallet Share . We are focused on deepening relationships within our existing customer base.
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Our contractual arrangements and master service agreements generally have terms ranging from a few days to five years. Our customers enter into contracts with us with pricing terms that are either on a mix of time-and-materials, cost-plus, fixed-price, or unit-rate basis, with the majority of work performed under multi-year agreements or recurring customer relationships.
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We also plan to further penetrate our RAT activities by disrupting scaffold use in a number of end markets. Mergers and Acquisitions . Building on our history of successful acquisitions, we plan to continue pursuing merger and acquisition opportunities to facilitate growth. We are focused on sourcing merger and acquisition targets.
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Demand for inspection and mitigation services is largely nondiscretionary and driven by regulatory requirements, customer risk management policies, and the aging of industrial assets. For instance, refineries, chemical plants, pipelines, and power facilities require frequent inspection and maintenance to ensure compliance and to manage operational and safety risks.
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We focus our efforts on companies within our space, with some consideration to acquisitions to expand into complimentary businesses or offer additional capabilities, provided they are compatible with our culture that focuses on safety and quality.
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Many customers are increasingly outsourcing these activities to specialized third-party providers due to the technical expertise required and constraints on in-house skilled labor. Our inspection and mitigation services also include support from consulting engineers with in-lab destructive testing capabilities. NDT allows for the detection of defects without compromising the structural integrity of the materials or equipment being inspected.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Goodwill is the excess of purchase price over the fair value of the net assets of acquired businesses. We assess goodwill for impairment each year, and more frequently if circumstances suggest an impairment may have occurred.
Goodwill is the excess of the purchase price over the fair value of the net assets of acquired businesses. We assess goodwill for impairment each year, and more frequently if circumstances suggest an impairment may have occurred.
These IT deficiencies did not result in a material misstatement to the financial statements, however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected.
These IT deficiencies did not result in a material misstatement to the consolidated financial statements, however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected.
The Board of Directors is authorized to create and issue one or more additional series of preferred stock, and, with respect to each series, to fix the number of shares constituting the series and the designation of such series, the powers (including voting powers), if any, of the shares of such series and the preferences and relative, participating, optional, special or other rights, if any, and the qualifications, limitations or restrictions, if any, of the shares of such series, in each case without stockholder approval.
Our board of directors is authorized to create and issue one or more additional series of preferred stock, and, with respect to each series, to fix the number of shares constituting the series and the designation of such series, the powers (including voting powers), if any, of the shares of such series and the preferences and relative, participating, optional, special or other rights, if any, and the qualifications, limitations or restrictions, if any, of the shares of such series, in each case without stockholder approval.
Additionally, these material weaknesses could result in a misstatement of substantially all of the Company’s accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected. • we did not design and maintain effective information technology (“IT”) general controls for information systems that are relevant to the preparation of our financial statements.
Additionally, these material weaknesses could result in a misstatement of all of the Company’s accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected. • We did not design and maintain effective information technology (“IT”) general controls for information systems that are relevant to the preparation of our consolidated financial statements.
RAT is a new and innovative method of doing work at heights. This work is inherently dangerous, and the risk of death or serious injury is high. A fatality or series of serious safety incidents could result in litigation, increased regulation, negative publicity, loss of customer contracts or the inability to bid for certain customer contracts.
In addition, RAT is a new and innovative method of doing work at heights. This work is inherently dangerous, and the risk of death or serious injury is high. A fatality or series of serious safety incidents could result in litigation, increased regulation, negative publicity, loss of customer contracts or the inability to bid for certain customer contracts.
These include the rules and regulations of any exchange on which our securities are listed, the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as the various regulations, standards and guidance put forth by the SEC and other governmental agencies to implement those laws.
These include the rules and regulations of any exchange on which our securities are listed, the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as the various regulations, standards and guidance put forth by the SEC and other governmental agencies to implement those laws.
As a result, we have invested, and expect to continue to invest, resources in broadening our ability to provide NDT services to new end-markets and growing our RAT solutions across foundational markets, which is currently not widely used in our client markets.
As a result, we have invested, and expect to continue to invest, resources in broadening our ability to provide NDT and engineering services to new end-markets and growing our RAT solutions across foundational markets, which is currently not widely used in our client markets.
In connection with the preparation of our consolidated financial statements for the years ended December 31, 2024 and 2023, we identified material weaknesses in our internal control over financial reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
In connection with the preparation of our consolidated financial statements for the years ended December 31, 2025, 2024 and 2023, we identified material weaknesses in our internal control over financial reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
We depend greatly on the efforts of our executive officers and other key employees to manage and exercise leadership over our operations. The loss or unavailability of any of our executive officers or other key employees could have a material adverse effect on our business operations.
The loss or unavailability of any of our executive officers or other key personnel could have a material adverse effect on our business. We depend greatly on the efforts of our executive officers and other key employees to manage and exercise leadership over our operations.
Each Warrant entitles the holder to one-fourth of a share of common stock at $11.50 per whole common stock (subject to adjustment in accordance with the terms and conditions of the Amended and Restated Warrant Instrument (the “Warrant Instrument”)).
Each Public Warrant entitles the holder to one-fourth of a share of common stock at $11.50 per whole share of common stock (subject to adjustment in accordance with the terms and conditions of the Amended and Restated Warrant Instrument (the “Warrant Instrument”)).
The issue of shares of common stock in connection with the payment of the Annual Dividend Amount or Change of Control Dividend Amount will reduce (by the applicable proportion) the percentage stockholdings of those stockholders holding common stock prior to such issuance.
The issuance of shares of common stock in connection with the payment of the Annual Dividend Amount or Change of Control Dividend Amount will reduce (by the applicable proportion) the percentage stockholdings of those stockholders holding common stock prior to such issuance.
We cannot confirm that our Founders or any of our directors will not become involved in one or more other business opportunities that could present conflicts of interest in respect of the time they allocate to our business.
We cannot confirm that any of our directors will not become involved in one or more other business opportunities that could present conflicts of interest in respect of the time they allocate to our business.
Many traditional NDT and inspection services are subject to price competition by our competitors, and our customers are typically sensitive to price. Accordingly, the need to demonstrate our value-added services is becoming more important. Our ongoing investments in new client markets involve significant risks, could disrupt our current operations and may not produce the long-term benefits that we expect.
Many traditional inspection and engineering services are subject to price competition by our competitors, and our customers are typically sensitive to price. Accordingly, the need to demonstrate our value-added services is becoming more important. Our ongoing investments in new client markets involve significant risks, could disrupt our current operations, and may not produce the long-term benefits that we expect.
Growing use of artificial intelligence (“AI”) in our business has challenges that, if not properly managed could result in harm to our brand, reputation, business or customers, and adversely affect our results of operations. While our use of AI and machine learning is not material at this time, the use of AI and machine learning can present risks.
Growing use of artificial intelligence (“AI”) in our business has challenges that, if not properly managed could result in harm to our brand, reputation, business or customers, and adversely affect our results of operations. While our use of AI and machine learning is not significant at this time, the use of AI and machine learning can present risks.
We may have litigation in a variety of matters, some matters may be unpredictable or unanticipated, and the frequency and severity of litigation could increase. Lawsuits are inherently unpredictable and assessing contingencies is highly subjective and requires judgements about future events.
We may have litigation in a variety of matters, some matters may be unpredictable or unanticipated, and the frequency and severity of litigation could increase. Lawsuits are inherently unpredictable and assessing contingencies is highly subjective and requires judgments about future events.
Compliance with these laws and regulations will increase our legal and financial compliance costs and make some of our activities more difficult, time-consuming or costly. For example, the Exchange Act requires us, among other things, to file annual, quarterly, and current reports with respect to our business and operating results.
Compliance with these laws and regulations will increase our legal and financial compliance costs and make some of our activities more difficult, time-consuming or costly. For example, the Exchange Act (as defined below) requires us, among other things, to file annual, quarterly, and current reports with respect to our business and operating results.
Although the Credit Facility contains restrictions on the incurrence of additional indebtedness, these restrictions are subject to waiver and a number of significant qualifications and exceptions, and indebtedness incurred in compliance with these restrictions could be substantial.
Although the Credit Facility contains restrictions on incurring additional indebtedness, these restrictions are subject to waiver and a number of significant qualifications and exceptions, and indebtedness incurred in compliance with these restrictions could be substantial.
The Series A Preferred Stock will be convertible into shares of common stock on a one-for-one basis at any time at the option of the holder and will be automatically converted into shares of common stock (subject to certain adjustments in certain circumstances either as our directors may determine or otherwise as determined in accordance with the terms of the Series A Preferred Stock) upon the earlier of (i) immediately following the Change of Control Dividend Date (as defined in our certificate of incorporation) and (ii) December 31, 2034.
The Series A Preferred Stock is convertible into shares of common stock on a one-for-one basis at any time at the option of the holder and will be automatically converted into shares of common stock (subject to certain adjustments in certain circumstances either as our directors may determine or otherwise as determined in accordance with the terms of the Series A Preferred Stock) upon the earlier of (i) immediately following the Change of Control Dividend Date (as defined below) and (ii) December 31, 2034.
As we have experienced in the past, and as we expect to occur in the future, downturns characterized by diminished demand for services in these industries as well as potential changes due to consolidation or changes in client businesses or governmental regulations, could have a material impact on our results of operations, financial position or cash flows.
As we have experienced in the past, and as we expect to occur in the future, downturns characterized by diminished demand in our industries as well as potential changes due to consolidation or changes in client businesses or governmental regulations, could have a material impact on our results of operations, financial position or cash flows.
In addition, if our safety record were to deteriorate, or if we suffered substantial penalties or criminal prosecution for violation of health and safety regulations, customers could cancel existing contracts and not award future business to 15 Table of Contents us, which could materially adversely affect our liquidity, cash flows and results of operations.
In addition, if our safety record were to deteriorate, or if we suffered substantial penalties or criminal prosecution for violation of health and safety regulations, customers could cancel existing contracts and not award future business to us, which could materially adversely affect our liquidity, cash flows and results of operations.
Our failure to comply with any of these covenants or to meet any payment obligations under the Credit Facility could result in an event of default which, if not cured or waived, would result in any amounts outstanding, including any accrued interest and 19 Table of Contents unpaid fees, becoming immediately due and payable.
Our failure to comply with any of these covenants or to meet any payment obligations under the Credit Facility could result in an event of default which, if not cured or waived, would result in any amounts outstanding, including any accrued interest and unpaid fees, becoming immediately due and payable.
Inaccurate estimates, or changes in other circumstances, such as, cost of raw 12 Table of Contents materials, trade disputes and tariffs, currency fluctuations, inflationary pressures or our suppliers’ or subcontractors’ inability to perform could result in substantial losses, as such changes adversely affect the revenues and profitability recognized on each project.
Inaccurate estimates, or changes in other circumstances, such as, cost of raw materials, trade disputes and tariffs, currency fluctuations, inflationary pressures or our suppliers’ or subcontractors’ inability to perform could result in substantial losses, as such changes adversely affect the revenues and profitability recognized on each project.
Our ability to complete future acquisitions also could be adversely affected because of our 10 Table of Contents union status for a variety of reasons. For instance, our union agreements may be incompatible with the union agreements of a business we want to acquire, and some businesses may not want to become affiliated with a union-based company.
Our ability to complete future acquisitions also could be adversely affected because of our union status for a variety of reasons. For instance, our union agreements may be incompatible with the union agreements of a business we want to acquire, and some businesses may not want to become affiliated with a union-based company.
In addition, the payment of potentially significant fines or penalties in the event of a 17 Table of Contents breach or other privacy and information security laws, as well as the negative publicity associated with such a breach, could damage our reputation and adversely impact demand for our services and client relationships.
In addition, the payment of potentially significant fines or penalties in the event of a breach or other privacy and information security laws, as well as the negative publicity associated with such a breach, could damage our reputation and adversely impact demand for our services and client relationships.
The market for asset integrity solutions could be impacted by technological change, uncertain product lifecycles, shifts in customer demands and evolving industry standards and regulations.
The market for TICC, asset integrity, and engineering solutions could be impacted by technological change, uncertain product lifecycles, shifts in customer demands and evolving industry standards and regulations.
If we create and issue one or more additional series of preferred stock, it could affect your rights or reduce the value of your investment in our securities.
If we create and issue one or more additional series of preferred stock, it could affect your rights or reduce the value of your investment in our common stock.
Specifically, we lacked a sufficient complement of resources with (i) an appropriate level of accounting knowledge, training and experience to appropriately analyze, record and disclose accounting matters timely and accurately, and (ii) an appropriate level of knowledge and experience to establish 21 Table of Contents effective processes and controls.
Specifically, we lacked a sufficient complement of resources with (i) an appropriate level of accounting knowledge, training, and experience to appropriately analyze, record and disclose accounting matters timely and accurately, and (ii) an appropriate level of knowledge and experience to establish effective processes and controls.
Investments in our securities may be relatively illiquid. There may be a limited number of investors and this factor, together with the number of shares of common stock and Warrants outstanding, may contribute both to infrequent trading in our securities and to volatile market price movements.
There may be a limited number of investors and this factor, together with the number of shares of our common stock and warrants outstanding, may contribute both to infrequent trading in our securities and to volatile market price movements.
NDT and RAT projects undertaken by us expose our employees to electrical lines, pipelines carrying potentially explosive or toxic materials, heavy equipment, transportation accidents, adverse weather conditions and the risk of damage to equipment and property.
Certain projects undertaken by us expose our employees to electrical lines, pipelines carrying potentially explosive or toxic materials, heavy equipment, transportation accidents, adverse weather conditions and the risk of damage to equipment and property.
The Board of Directors could, without stockholder approval, issue preferred stock with voting and other rights that could dilute the voting power of the holders of our common stock, and which could have certain anti-takeover effects.
Our board of directors could, without stockholder approval, issue preferred stock with voting and other rights that could dilute the voting power of our stockholders, and which could have certain anti-takeover effects.
No assurances can be made that we will be successful in hiring or retaining members of a skilled technical workforce. We have a skilled technical workforce and an industry recognized technician training program to educate new employees as well as further trains our existing employees. The competition for these individuals is intense.
No assurances can be made that we will be successful in hiring or retaining members of a skilled technical workforce. We have a skilled technical workforce and an industry recognized technician training program to educate new and existing employees. The competition for these individuals is intense.
Our customers in the oil and gas industries account for a substantial portion of our historical revenues.
Our clients in the oil and gas industries account for a substantial portion of our historical revenues.
In the event of (i) an acquisition of control by any person or party (or by any group of persons or parties who are acting in concert) whether by merger, consolidation or otherwise or (ii) any sale, lease or exchange of all or substantially all of our property and assets, including its goodwill and its corporate franchises (a “Change of Control”), the holders of the Series A Preferred Stock will be entitled to receive, in the aggregate, a one-time dividend, equal to the Change of Control Dividend Amount payable in common stock.
In the event of (i) an acquisition of control by any person or party (or by any group of persons or parties who are acting in concert) whether by merger, consolidation or otherwise or (ii) any sale, lease or exchange of all or substantially all of our property and assets, including its goodwill and its corporate franchises (clauses (i) or (ii) being a “Change of Control”), the holder of the Series A Preferred Stock will be entitled to receive, in the aggregate, a one-time dividend, equal to the Change of Control Dividend Amount (as defined in our certificate of incorporation) payable in common stock.
Poor safety performance may limit or eliminate potential revenue streams, including from many of our largest clients, and may materially increase our operating costs, including increasing our required insurance deductibles, self-insured retention and insurance premium costs. If our employees are injured at the workplace, we could incur costs for the injuries and lost productivity.
Poor safety performance may limit or eliminate potential revenue streams, including from many of our largest clients, and may materially increase our operating costs, including increasing our required insurance deductibles, self-insured retention and insurance premium costs. 12 Table of Conte n t s If our employees are injured at the workplace, we could incur costs for the injuries and lost productivity.
Actual results could differ materially from the estimates and assumptions that we use, which could have a material adverse effect on our results of operations, cash flows and liquidity. 20 Table of Contents In addition, accounting rules and regulations are subject to review and interpretation by the Financial Accounting Standards Board (the “FASB”), the SEC and various other governing bodies.
Actual results could differ materially from the estimates and assumptions that we use, which could have a material adverse effect on our results of operations, cash flows and liquidity. 27 Table of Conte n t s In addition, accounting rules and regulations are subject to review and interpretation by the Financial Accounting Standards Board (the “FASB”), the SEC and various other governing bodies.
These material weaknesses also resulted in immaterial audit adjustments to our current and previously issued consolidated financial statements in the following financial statement line items: Accounts receivable; Accounts payable; Accrued expenses and other current liabilities; Deferred tax liabilities; Lease obligations; Service revenue; Cost of revenue; Selling, general and administrative expenses; and Interest expense.
These material weaknesses also resulted in immaterial audit adjustments to our current and previously issued annual and interim consolidated financial statements in the following financial statement line items: accounts receivable; prepaid expenses and other current assets; accounts payable; accrued expenses and other current liabilities; deferred tax liabilities; current portion of lease obligations; non-current lease obligations; revenue; cost of revenue; selling, general and administrative expenses; and interest expense.
Accordingly, management has determined these deficiencies in the aggregate constitute a material weakness. Management is in the process of developing a remediation plan for the material weaknesses that have been identified.
Accordingly, management has determined these deficiencies in the aggregate constitute a material weakness. Management has developed, and is in the process of implementing, a remediation plan for the material weaknesses that have been identified.
Our certificate of incorporation authorizes us to issue up to 5,000,000 shares of preferred stock, par value $0.0001 per share, of the Company. As of December 31, 2024, we had outstanding 1,000,000 shares of Series A Preferred Stock.
Our certificate of incorporation, as amended, authorizes us to issue up to 5,000,000 shares of preferred stock, par value $0.0001 per share. As of December 31, 2025, we had 1,000,000 shares of Series A Preferred Stock outstanding.
Risks Related to Ownership of our Securities We may be required to issue additional shares of common stock pursuant to the terms of the Series A Preferred Stock which would dilute the holdings of investors. There are currently 1,000,000 shares of Series A Preferred Stock outstanding.
There are currently 1,000,000 shares of Series A Preferred Stock outstanding. We may be required to issue additional shares of common stock pursuant to the terms of the Series A Preferred Stock which would dilute the holdings of investors.
We do not currently intend to pay dividends on our common stock, consequently, your ability to achieve a return on your investment will depend on appreciation of the value of our common stock.
We do not currently intend to pay dividends on our common stock, consequently, your ability to achieve a return on your investment will depend on capital appreciation.
Pizzey, are required to commit their full time or any specified amount of time to our affairs, which could create a conflict of interest when allocating their time between our operations and their other commitments.
None of our non-employee directors are required to commit their full time or any specified amount of time to our affairs, which could create a conflict of interest when allocating their time between our operations and their other commitments.
A change in U.S. generally accepted accounting principles (“GAAP”) could have a significant effect on our reported financial results. Additionally, the adoption of new or revised accounting principles could require that we make significant changes to our systems, processes and controls.
A change in GAAP could have a significant effect on our reported financial results. Additionally, the adoption of new or revised accounting principles could require that we make significant changes to our systems, processes and controls.
Lillie and certain other individuals affiliated with Mariposa Acquisition IX, LLC (the “Founder Entity”, and such individuals, the “Founders”), our directors or one or more of their affiliates may provide services to our business.
Lillie and certain other individuals affiliated with Mariposa Acquisition IX, LLC, our directors or one or more of their affiliates may provide services to our business.
We will be required to issue additional shares of common stock upon the exercise of the Warrants which may dilute your interests in the common stock. The terms of the Warrants provide for the issuance of common stock upon any exercise of the Warrants.
We will be required to issue additional shares of common stock upon the exercise of the Public Warrants and the Pre-Funded Warrant, which may dilute your interests in our common stock. The terms of the Warrants provide for the issuance of common stock upon any exercise of the warrants.
We may issue additional shares or series of preferred stock in the future, and the terms of such preferred stock may reduce the value of the shares of common stock, shares of Series A Preferred Stock and Warrants.
We may issue additional shares or series of preferred stock in the future, and the terms of such preferred stock may reduce the value of our common stock, Series A Preferred Stock, Public Warrants and the Pre-Funded Warrant.
If we are unable to assert that our internal control over financial reporting is effective, or when required in the future, if our independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be adversely affected and we could become subject to litigation or investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources. 22 Table of Contents We are an emerging growth company, and we cannot be certain if the reduced reporting requirements applicable to us will make our securities less attractive to investors.
If we are unable to assert that our internal control over financial reporting is effective, or when required in the future, if our independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be adversely affected and we could become subject to litigation or investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.
In preparing our consolidated financial statements in conformity with U.S. GAAP, our management makes a number of estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes.
In preparing our consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”), our management makes a number of estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes.
Additionally, an increased volume of alleged statutory violations or matters referred to an agency for potential resolution could result in significant attorney’s fees and settlement costs that could, in the aggregate, materially impact our financial performance. Demand for our businesses can be materially affected by governmental regulation.
Additionally, an increased volume of alleged statutory violations or matters referred to an agency for potential resolution could result in significant attorney’s fees and settlement costs that could, in the aggregate, materially impact our financial performance.
The potential settlement of, or awards of damages for, such claims also could materially impact our financial performance as could operational adjustments implemented in response to a settlement, court order or in an effort to mitigate future exposure.
Resolution of non-litigated alleged wage and hour violations could also negatively impact our performance. The potential settlement of, or awards of damages for, such claims also could materially impact our financial performance as could operational adjustments implemented in response to a settlement, court order or in an effort to mitigate future exposure.
Most of our clients are serviced under contracts where we charge the client based on time and materials. Under such contracts, prices are established in part on cost of materials and scheduling estimates, which are based on a number of assumptions, including assumptions about future economic conditions, prices and availability of subcontractors, materials and other exigencies of our services.
Under such contracts, prices are established in part on cost of materials and scheduling estimates, which are based on a number of assumptions, including assumptions about future economic conditions, prices and availability of subcontractors, materials and other exigencies of our services.
The exercise of the Warrants will result in dilution of the value of a stockholder’s interest in our common stock if the value of a shares of common stock exceeds the exercise price payable on the exercise of a Warrant at the relevant time.
Any exercise of the Public Warrants or Pre-Funded Warrant will result in dilution of the value of a stockholder’s interest in our common stock if the value of a share of common stock exceeds the exercise price payable on the exercise of a warrant at the relevant time.
If we fail to execute effective business strategies or fail to successfully develop and market new asset integrity solutions that comply with present or emerging industry regulations and technology standards, our competitive standing and results could suffer. Also, new regulations or technology standards could increase our cost of doing business.
If we fail to execute effective business strategies or fail to successfully develop and market new services that comply with present or emerging industry regulations and technology standards, our competitive standing and results could suffer.
Dividends paid to a non-U.S. shareholder will be treated as U.S. source income and will be subject to U.S. withholding tax at a rate of 30%, subject to reduction in the case of a stockholder who is a qualified resident of a country which has a tax treaty with the U.S. and provides adequate documentation (generally Form W-8BEN or Form W-8BEN-E) evidencing their right to tax treaty benefits.
Dividends paid to a non-U.S. stockholder will be treated as U.S. source income and will be subject to U.S. withholding tax at a rate of 30%, subject to reduction in the case of a stockholder who is a qualified resident of a country which has a tax treaty with the U.S. and provides adequate documentation (generally Form W-8BEN or Form W-8BEN-E) evidencing their right to tax treaty benefits. 31 Table of Conte n t s We are treated as a U.S. corporation for U.S. tax purposes and will generally be taxable on our worldwide income.
See the section entitled “Cautionary Note Regarding Forward Looking Statements.” Risks Related to Our Business and Industry Our revenues are heavily dependent on certain industries. Sales of our services are dependent on clients in certain industries, particularly certain industrial sectors such as manufacturing, chemical plants, mining, refinery, oilsands, infrastructure and aerospace and automotive.
Risks Related to Our Business and Industry Our revenues are heavily dependent on certain industries. Sales of our services are dependent on clients in certain industries, particularly certain industrial sectors such as manufacturing, chemical plants, mining, refinery, oilsands, infrastructure, aerospace and automotive.
We perform services in hazardous environments on or around high-pressure, high temperature systems, and our employees are exposed to a number of hazards, including exposure to hazardous materials, explosion hazards and fire hazards.
Further, our insurance has limits and exclusions and not all losses or claims are insured. We perform services in hazardous environments on or around high-pressure, high temperature systems, and our employees are exposed to a number of hazards, including exposure to hazardous materials, explosion hazards and fire hazards.
In the event of a cybersecurity incident, we could experience operational interruptions, incur substantial additional costs, become subject to legal or regulatory proceedings or suffer damage to our reputation.
Interruptions in the proper functioning of our information systems, including in the event of a cybersecurity incident, we could experience operational interruptions, incur substantial additional costs, become subject to legal or regulatory proceedings or suffer damage to our reputation. The proper functioning of our information systems is critical to the successful operation of our business.
Acquisitions and investments may involve significant cash expenditures, debt incurrence, operating losses and expenses that could have a material adverse effect on our business, consolidated financial condition, results of operations and cash flows.
Nor can we assure you that completed acquisitions will be successful. Acquisitions and investments may involve significant cash expenditures, incurring debt, operating losses and expenses that could have a material adverse effect on our business, consolidated financial condition, results of operations and cash flows.
Based on the number of Warrants outstanding as of December 31, 2024, the maximum remaining number of shares of common stock that we may be required to issue pursuant to the terms of the Warrants, subject to adjustment in accordance with the terms and conditions of the Warrant Instrument, is 4,566,219.
Based on the warrants outstanding as of December 31, 2025, the maximum remaining number of shares of common stock that we may be required to issue pursuant to the terms of the Public Warrants (subject to adjustment in accordance with the terms and conditions of the Warrant Instrument) is 3,738,215 and the maximum remaining number of shares of common stock that we may be required to issue pursuant to the terms of the Pre-Funded Warrant is 3,125,000 (subject to adjustment in accordance with the terms and conditions of the Pre-Funded Warrant).
Our share of the market for our services is characterized by continual technological developments to provide better and more cost-effective services.
Competition can place downward pressure on our prices and profitability. Our share of the market for our services is characterized by continual technological developments to provide better and more cost-effective services.
We may enter into derivative financial instruments such as forward exchange contracts to reduce the effect of fluctuations in exchange rates on certain third-party sales transactions denominated in non-functional currencies. Currency fluctuations may affect our financial performance in the future, and we cannot predict the impact of future exchange rate fluctuations on our results of operations.
We may enter into derivative financial instruments such as forward exchange contracts to reduce the effect of fluctuations in exchange rates on certain third-party sales transactions denominated in non-functional currencies.
As indicated above, we recently identified material weaknesses in our internal control over financial reporting and concluded that we had not designed and maintained an effective control environment commensurate with our financial reporting requirements.
As indicated above, we identified material weaknesses in our internal control over financial reporting as: • We did not design and maintain an effective control environment commensurate with our financial reporting requirements.
No assurances can be made that we will be successful in maintaining or renewing our contracts with our clients. A significant portion of our contracts and agreements with clients may be terminated by either party on short notice.
Any of which would have a material adverse impact on our business, results of operations, financial position or cash flows. No assurances can be made that we will be successful in maintaining or renewing our contracts with our clients. A significant portion of our contracts and agreements with clients may be terminated by either party on short notice.
We may determine in the future that a significant impairment has occurred in the value of our goodwill, unamortized intangible assets or fixed assets, which could require us to write off a portion of our assets and could adversely affect our financial condition or our reported results of operations. 11 Table of Contents The loss or unavailability of any of our executive officers or other key personnel could have a material adverse effect on our business.
We may determine in the future that a significant impairment has occurred in the value of our goodwill, unamortized intangible assets or fixed assets, which could require us to write off a portion of our assets and could adversely affect our financial condition or our reported results of operations.
We believe our future success will depend, in part, on our ability to continue to expand our NDT and RAT offerings into existing and new end markets while at the same time exploring potential acquisition opportunities that would enable us to participate in new, competitive and broader asset integrity solutions.
Also, new regulations or technology standards could increase our cost of doing business. 11 Table of Conte n t s We believe our future success will depend, in part, on our ability to continue to expand our NDT, RAT and Geospatial offerings into existing and new end markets while at the same time exploring potential acquisition opportunities that would enable us to participate in new, competitive and broader TICC, asset integrity, and engineering solutions.
Unrealized currency translation gains and losses are recorded on the balance sheet upon translation of the foreign operations’ functional currency to the reporting currency. Because our financial statements are denominated in U.S. dollars, changes in currency exchange rates between the U.S. dollar and the currencies used by our international operations may have an impact on our earnings.
Because our financial statements are denominated in U.S. dollars, changes in currency exchange rates between the U.S. dollar and the currencies used by our international operations may have an impact on our earnings.
Such events, if increasing in their severity and frequency, may also adversely affect our ability to insure against the risks associated with such events, thus leading to greater financial risk for us in the conduct of our operations against the backdrop of such events. 18 Table of Contents Risks Related to our Finances and Indebtedness The terms of our indebtedness may limit our ability to borrow additional funds or capitalize on business opportunities.
Such events, if increasing in their severity and frequency, may also adversely affect our ability to insure against the risks associated with such events, thus leading to greater financial risk for us in the conduct of our operations against the backdrop of such events.
Any change in laws or tax authority practices could also adversely affect any post-tax returns to investors. In addition, we may incur costs in taking steps to mitigate any such adverse effect on the post-tax returns to investors Item 1B. Unresolved Staff Comments. None. 26 Table of Contents
In addition, we may incur costs in taking steps to mitigate any such adverse effect on the post-tax returns to investors. Item 1B. Unresolved Staff Comments. None.
A judgement that is not covered by insurance or that is significantly in excess of our insurance coverage could materially adversely affect our financial condition or results of operations. Our insurance coverage will not fully indemnify us against certain claims or losses. Further, our insurance has limits and exclusions and not all losses or claims are insured.
A judgment that is not covered by insurance or that is significantly in excess of our insurance coverage could materially adversely affect our financial condition or results of operations. 16 Table of Conte n t s Our insurance coverage will not fully indemnify us against certain claims or losses.
In addition, these events could disrupt commodity prices or financial markets or have other negative macroeconomic impacts which could harm our business. We are and may become subject to periodic litigation which may adversely affect our business and financial performance. We are subject to various lawsuits, administrative proceedings and claims that arise in the ordinary course of business.
We are and may become subject to periodic litigation which may adversely affect our business and financial performance. We are subject to various lawsuits, administrative proceedings and claims that arise in the ordinary course of business.
Although our information systems are protected through physical and software safeguards, our information systems are still vulnerable to natural disasters, power losses, telecommunication failures and other problems. If critical information systems fail or are otherwise unavailable, our business operations could be adversely affected.
Although our information systems are protected through physical and software safeguards, our information systems are still vulnerable to natural disasters, power losses, telecommunication failures and other problems.
We are treated as a U.S. corporation for U.S. tax purposes and will generally be taxable on our worldwide income. We are taxable as a U.S. corporation. A U.S. corporation generally is taxable on its worldwide income, subject to an exemption for certain foreign-source dividends paid by foreign subsidiaries.
We are taxable as a U.S. corporation. A U.S. corporation generally is taxable on its worldwide income, subject to an exemption for certain foreign-source dividends paid by foreign subsidiaries. There can be no assurance that we will be able to make returns for shareholders in a tax-efficient manner.
These requirements can be expected to increase the overall costs of providing our services over time. Some of our services involve handling or monitoring highly regulated materials, including radiation sources or hazardous wastes.
We must conform our operations to comply with applicable regulatory requirements and adapt to changes in such requirements in all locations in which we operate. These requirements can be expected to increase the overall costs of providing our services over time. Some of our services involve handling or monitoring highly regulated materials, including radiation sources or hazardous wastes.
Risks Related to Taxation Changes in tax law and practice may reduce any net returns for investors. The tax treatment of our stockholders, including any special purpose vehicle that we may establish and any company which we may acquire are all subject to changes in tax laws or practices in the U.S. or any other relevant jurisdiction.
The tax treatment of our stockholders as well as, any special purpose vehicle that we may establish and any company which we may acquire are all subject to changes in tax laws or practices in the U.S. or any other relevant jurisdiction. Any change may reduce any net return derived by our stockholders from an investment in our common stock.
Events such as natural disasters, industrial accidents, epidemics, pandemics, war and acts of terrorism, and adverse weather conditions could disrupt our business or the business of our customers, which could significantly harm our operations, financial results and cash flow.
We are also subject to the risk of adverse claims and litigation alleging infringement of intellectual property rights. 19 Table of Conte n t s Events such as natural disasters, industrial accidents, epidemics, pandemics, war and acts of terrorism, and adverse weather conditions could disrupt our business or the business of our customers, which could significantly harm our operations, financial results and cash flow.
There can be no assurance that we will be able to make returns for shareholders in a tax-efficient manner. We have made certain assumptions regarding taxation in connection with the structuring of our business. However, if these assumptions are not correct, taxes may be imposed in excess of taxes that were anticipated. This could reduce the amount of post-tax returns.
We have made certain assumptions regarding taxation in connection with the structuring of our business. However, if these assumptions are not correct, taxes may be imposed in excess of taxes that were anticipated. This could reduce the amount of post-tax returns. Any change in laws or tax authority practices could also adversely affect any post-tax returns to investors.
Unsatisfactory safety performance may subject us to penalties, affect customer relationships, result in higher operating costs, negatively impact employee morale and result in higher employee turnover. Our business is subject to operational hazards due to the nature of the services that we provide and the conditions in which we operate, including electricity, fires, explosions, mechanical failures and weather-related incidents.
Our business is subject to operational hazards due to the nature of the services that we provide and the conditions in which we operate, including electricity, fires, explosions, mechanical failures and weather-related incidents.
There can be no assurance, however, that our efforts will prevent the risk of a security breach of our databases or systems that could adversely affect our business.
There can be no assurance, however, that our efforts will prevent the risk of a security breach of our databases or systems that could adversely affect our business. Our business depends upon the maintenance of our proprietary technologies and information. We depend on the maintenance of our operating systems, some of which are bespoke.
Moreover, the 24 Table of Contents terms of the Credit Facility may restrict our ability to pay dividends on the common stock, and any additional debt we may incur in the future may include similar restrictions.
Moreover, the terms of the Credit Facility (as defined below) may restrict our ability to pay dividends on the common stock, and any additional debt we may incur in the future may include similar restrictions. As a result, you should not rely on an investment in our common stock to provide dividend income.
Our ability to access capital markets to raise capital on favorable terms will be affected by our debt level, our operating and financial performance, the amount of our current maturities and debt maturing in the next several years, and by prevailing credit market conditions.
The Credit Facility also treats a change of control as an event of default and also requires us to maintain a certain debt coverage ratio. 26 Table of Conte n t s Our ability to access capital markets to raise capital on favorable terms will be affected by our debt level, our operating and financial performance, the amount of our current maturities and debt maturing in the next several years, and by prevailing credit market conditions.
In addition, our conflict of interest procedures may require or allow our Founders, directors and officers and certain of their affiliates to present certain acquisition opportunities to other companies before they present them to us.
In addition, our conflicts of interest procedures may require or allow our directors and officers and certain of their affiliates to present certain acquisition opportunities to other companies before they present them to us. Our business strategy includes acquiring companies and making investments that complement our existing businesses or expand into adjacent industries.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Item 1C. Cybersecurity. The Audit Committee (“Audit Committee”) of the Company’s Board of Directors (the “Board”) has been delegated with the oversight of the Company’s risk management program, which includes the identification, assessment and management of material cybersecurity risks.
Item 1C. Cybersecurity. The Audit Committee (“Audit Committee”) of our Board of Directors (the “Board”) has been delegated with the oversight of our risk management program, which includes the identification, assessment and management of material cybersecurity risks.
A cybersecurity threat is any potential unauthorized occurrence, on or conducted through, the Company’s information systems that may result in adverse effects on the confidentiality, integrity or availability of the Company’s information systems or any information residing therein.
A cybersecurity threat is any potential unauthorized occurrence, on or conducted through, our information systems that may result in adverse effects on the confidentiality, integrity or availability of our information systems or any information residing therein.
Additionally, the Company’s CEO, CFO, and GC each have over 15 years of experience managing enterprise risks, including cybersecurity threats, either at the Company or in similar organizations. Each executive holds undergraduate and graduate degrees in their respective fields, further reinforcing the Company’s commitment to cybersecurity governance at the highest levels.
Additionally, our CEO and CFO each have over 15 years of experience managing enterprise risks, including cybersecurity threats, either at our Company or in similar organizations. Each executive holds undergraduate and graduate degrees in their respective fields, further reinforcing our commitment to cybersecurity governance at the highest levels.
In general, the Company seeks to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on preserving the confidentiality, security and availability of the information that the Company collects and stores by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.
In general, we seek to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on preserving the confidentiality, security and availability of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.
The Company’s cybersecurity program is focused on the following key areas: • Technical Safeguards: The Company deploys technical safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence. • Incident Response and Recovery Planning: The Company has established and maintains incident response and recovery plans to timely, consistently, and compliantly address cybersecurity threats that may occur despite the Company’s safeguards, and such plans are tested and evaluated on a regular basis. • Dedicated Staffing: The Company maintains a Network Operations Center staffed with dedicated IT security, infrastructure, and compliance professionals who oversee risk assessments, security processes, and incident responses. • Third-Party Risk Management: The Company maintains a risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact the Company’s business in the event of a cybersecurity incident affecting those third-party systems. • Outside Consultants: The Company engages various outside consultants, including contractors, assessors, outside attorneys and other third parties, to among other things: ◦ Assist in the design, implementation, and testing of our cybersecurity program, policies and procedures; ◦ monitor Company networks, servers and endpoints to identify vulnerabilities; ◦ perform assessments on the Company’s cybersecurity measures, including independent reviews of the Company’s information security control environment and operating effectiveness; ◦ review and place cyber insurance coverages including access to various third-party vendors to support the Company, should the need arise; ◦ determine and execute mitigation and remediation options and plans; and ◦ assist the Company in ensuring ongoing compliance with applicable legal and regulatory requirements. • Education and Awareness: The Company provides ongoing and annual training for personnel regarding cybersecurity threats as a means to equip the Company’s personnel with effective tools to address cybersecurity threats, and to communicate the Company’s evolving information security policies, standards, processes and practices. 27 Table of Contents Governance As the Company focuses on establishing its governance policies and procedures in all areas, in 2025, the Company plans to establish an Information Security Committee (the “ISC”) comprised of the VP Infrastructure and Cybersecurity (“VP of IT”), Chief Information Officer (“CIO”), Chief Financial Officer (“CFO”) and General Counsel (“GC”).
Our cybersecurity program is focused on the following key areas: • Technical Safeguards: We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence. • Incident Response and Recovery Planning: We have established and maintain incident response and recovery plans to timely, consistently, and compliantly address cybersecurity threats that may occur despite our safeguards, and such plans are tested and evaluated on a regular basis. • Dedicated Staffing: We maintain a Network Operations Center staffed with dedicated IT security, infrastructure, and compliance professionals who oversee risk assessments, security processes, and incident responses. • Third-Party Risk Management: We maintain a risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of our systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems. • Outside Consultants: We engage various outside consultants, including contractors, assessors, outside attorneys and other third parties, to among other things: ◦ Assist in the design, implementation, and testing of our cybersecurity program, policies and procedures; ◦ monitor our networks, servers and endpoints to identify vulnerabilities; ◦ perform assessments on our cybersecurity measures, including independent reviews of our information security control environment and operating effectiveness; ◦ review and place cyber insurance coverages including access to various third-party vendors to support us, should the need arise; ◦ determine and execute mitigation and remediation options and plans; and 32 Table of Conte n t s ◦ assist us in ensuring ongoing compliance with applicable legal and regulatory requirements. • Education and Awareness: We provide ongoing and annual training for personnel regarding cybersecurity threats as a means to equip our personnel with effective tools to address cybersecurity threats, and to communicate our evolving information security policies, standards, processes and practices.
Cybersecurity risk management and strategy The Company has implemented a comprehensive cybersecurity risk management program designed to protect confidentiality, integrity, and availability of critical systems and information.
Cybersecurity risk management and strategy We have implemented a comprehensive cybersecurity risk management program designed to protect confidentiality, integrity, and availability of critical systems and information.
The Company’s VP of IT, reporting to the CIO, oversees cybersecurity and IT infrastructure. The VP of IT remains continuously informed on emerging cybersecurity threats, industry developments, and evolving risk management techniques, ensuring the Company’s ability to prevent, detect, mitigate, and remediate cybersecurity incidents.
Our VP of IT has over 25 years of industry experience involving information technology, including security, auditing, compliance, systems, and programming. The VP of IT remains continuously informed on emerging cybersecurity threats, industry developments, and evolving risk management techniques, ensuring our ability to prevent, detect, mitigate, and remediate cybersecurity incidents.
The Board has delegated to the Audit Committee the responsibility for monitoring and overseeing the Company’s cybersecurity and other information technology risks, controls, strategies and procedures.
The Company engages third-party cybersecurity specialists, as appropriate, to assist in risk assessment, monitoring activities, and incident response support. The Board of Directors has delegated to the Audit Committee the responsibility for monitoring and overseeing the the Company’s cybersecurity and other information technology risks, controls, strategies and procedures.
The Company is in the process of developing its Internal Audit function. which will provide quarterly updates to the Audit Committee which include an update on cybersecurity risks and related internal controls.
IT leadership provides the Audit Committee with updates, at least annually, regarding cybersecurity risk exposure, risk management activities, and related developments, and reports material cybersecurity incidents to the Audit Committee as appropriate. The Company is developing an internal audit function that is expected to include periodic evaluation of cybersecurity risks and related internal controls.
Removed
The ISC will be the focal point for all information security activities throughout the Company and its subsidiaries.
Added
Governance The Company maintains processes designed to assess, identify, and manage risks arising from cybersecurity threats affecting its information systems and business operations. Responsibility for cybersecurity risk management resides with Company management and IT leadership, which oversee programs intended to prevent, detect, mitigate, and remediate cybersecurity incidents and support timely response and recovery activities.
Removed
The ISC, led by the VP of IT will work collaboratively across the Company to implement a program designed to protect the Company’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with the Company’s incident response and recovery plans.
Added
In connection with the Company’s ongoing post-merger integration activities, cybersecurity risk management processes and information security controls are being aligned across the combined organization to support consistent protection of information systems and business operations Management maintains policies and procedures addressing incident response, risk monitoring, and management of information security risks on an ongoing basis.
Removed
The ISC will be charged with continuous improvement and implementation of policies and procedures for incident response handling, monitoring, and addressing security risks on an ongoing basis. The ISC will also be responsible for deploying technology and information security experts to monitor security risks and advise, contain, analyze, and report on security incidents, as necessary.
Added
Management Oversight IT leadership oversees the Company’s information technology infrastructure and cybersecurity activities, including coordination with internal personnel and external service providers. Responsibilities include monitoring evolving cybersecurity threats, assessing potential impacts to Company operations, and overseeing implementation of risk mitigation and remediation measures designed to protect Company information systems and data. Management’s Expertise Our CIO departed on December 31, 2025.
Removed
As described above, the Company also retains a third-party cyber security firm to work hand-in-hand with the VP of IT and, once established, the ISC, to develop and oversee a program to prevent, detect, mitigate and remediate cybersecurity incidents.
Removed
The Company’s Chief Information Officer, on behalf of the ISC, provides reports to the Audit Committee at least annually regarding technological risk exposure and the Company’s cybersecurity risk management strategy and reports any incidents to the Audit Committee in real time.
Removed
Based on these reports, the Audit Committee periodically evaluates the Company’s information security strategies to ensure its effectiveness and, if appropriate, may also include a review from third-party experts.
Removed
Management’s Expertise The Company’s CIO has over two decades of experience in technology development, management, and security, including responsibility for global portfolios of digital assets, intellectual property, and proprietary data. The CIO holds a technical undergraduate degree and a graduate business degree with a strong technical focus.

Item 2. Properties

Properties — owned and leased real estate

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We believe that our existing facilities are sufficient for our current needs. 28 Table of Contents
We believe that our existing facilities are sufficient for our current needs. 33 Table of Conte n t s
Item 2. Properties. We lease our corporate headquarters in Tomball, Texas and we own and lease other facilities throughout the United States, Canada and the United Kingdom where we conduct business. Our facilities include offices, warehouses, storage, maintenance shops, engineering labs and training and educational facilities. As of December 31, 2024, we owned six facilities and leased 130 facilities.
Item 2. Properties. We lease our corporate headquarters in Hollywood, Florida, and we own and lease other facilities throughout the United States, Canada, Europe, Asia, and the Middle East where we conduct business. Our facilities include offices, warehouses, storage, maintenance shops, engineering labs and training and educational facilities.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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While we cannot predict the outcome of these proceedings, we believe any liability arising from these matters individually and in the aggregate will not have a material effect on our operating results, cash flows or consolidated financial condition, after giving effect to provisions already recorded. Item 4. Mine Safety Disclosures. Not applicable. 29 Table of Contents PART II
While we cannot predict the outcome of these proceedings, we believe any liability arising from these matters individually and in the aggregate will not have a material effect on our operating results, cash flows or consolidated financial condition, after giving effect to provisions already recorded.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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“Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition, Liquidity and Capital Resources.” The holder of our Series A Preferred Stock may be entitled to receive annual dividends paid in the form of shares of common stock. Refer to “Note 4. Shareholders’ Equity” to our consolidated financial statements.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition, Liquidity and Capital Resources.” The holder of our Series A Preferred Stock is entitled to receive annual dividends paid in the form of shares of common stock. Refer to “Note 4. Stockholders’ Equity” to our consolidated financial statements.
Our Board of Directors will make any future determination as to the payment of dividends at its discretion, and this determination will depend upon our operating results, financial condition and capital requirements, general business conditions and such other factors that our Board of Directors considers relevant.
We intend to retain future earnings for reinvestment. Our Board of Directors will make any future determination as to the payment of dividends at its discretion, and this determination will depend upon our operating results, financial condition and capital requirements, general business conditions and such other factors that our Board of Directors considers relevant.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. MARKET AND DIVIDEND INFORMATION Our common stock is listed on the NYSE American (“NYSE”) under the symbol “TIC”. Common Stock As of March 21, 2025, there were 641 holders of record of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. MARKET AND DIVIDEND INFORMATION Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “TIC”. Common Stock As of March 6, 2026, there were 3,867 holders of record of our common stock.
Warrants As of December 31, 2024, there were 18,264,876 Warrants outstanding exercisable for approximately 4,566,219 shares of common stock. The Warrants are exercisable in multiples of four for one share of our Common Stock at an exercise price of $11.50 per whole share of common stock.
Public Warrants As of December 31, 2025 , there were 14,952,860 Public Warrants outstanding exercisable for approximately 3,738,215 shares of common stock. The Public Warrants are exercisable in multiples of four-for-one share of our common stock at an exercise price of $11.50 per whole share of common stock.
Dividends We have historically not paid cash dividends and do not currently anticipate paying a cash dividend on our common stock. We intend to retain future earnings for reinvestment.
The number of holders of record does not include certain beneficial owners of our common stock whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries. Dividends We have historically not paid cash dividends and do not currently anticipate paying a cash dividend on our common stock.
Removed
RECENT SALES OF UNREGISTERED SECURITIES Common Stock On July 30, 2024, we issued an aggregate of 58,259,984 ordinary shares to certain institutional and/or accredited investors at a purchase price of $10.00 per share, for an aggregate purchase price of $582.6 million (the “PIPE Financing”). The proceeds from the PIPE Financing were used for funding the Acuren Acquisition.
Added
The Public Warrants are listed on the OTCQB under the symbol “TICAW.” Pre-Funded Warrant As of December 31, 2025, there was a Pre-Funded Warrant outstanding which was exercisable for 3,125,000 shares of common stock at an exercise price of $0.0001 per share of common stock.
Removed
The securities described above were issued in a transaction exempt from registration pursuant to (i) Regulation S promulgated thereunder with respect to the securities offered and sold outside the United States to investors who were neither citizens nor residents of the United States or (ii) Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder with respect to the securities offered and sold within, into or in the United States in a transaction that did not involve a public offering to persons who represented that they were accredited investors, as such term is defined in Rule 501(a) of Regulation D under the Securities Act.
Added
RECENT SALES OF UNREGISTERED SECURITIES Private Placement and Pre-Funded Warrant On October 5, 2025, 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 of the Company’s common stock, at $12.00 per share and (ii) a pre-funded warrant (the “Pre-Funded Warrant”) to purchase 3,125,000 shares of common stock, at $11.9999 per share.
Removed
Exercise of Warrants On July 30, 2024, we issued an aggregate of 9,177,531 ordinary shares pursuant to the exercise of 36,710,124 warrants to the exercising warrant holders at a reduced exercise price of $10.00 per share, for an aggregate purchase price of $91.8 million (the “Warrant Financing”). The proceeds from the Warrant Financing were used for funding the Acuren Acquisition.
Added
The aggregate gross proceeds of the Private Placement were approximately $250.0 million , before deducting placement agent fees and other expenses. The aggregate gross proceeds of the Private Placement were used for general corporate purposes. The Pre-Funded Warrant has an exercise price of $0.0001 per share of common stock, is exercisable and will remain exercisable until exercised in full.
Removed
The securities described above were issued in a transaction exempt from registration pursuant to (i) Regulation S promulgated thereunder with respect to the securities offered and sold outside the United States to investors who were neither citizens nor residents of the United States or (ii) Section 4(a)(2) of the Securities Act or 30 Table of Contents Regulation D promulgated thereunder with respect to the securities offered and sold within, into or in the United States in a transaction that did not involve a public offering to persons who represented that they were accredited investors, as such term is defined in Rule 501(a) of Regulation D under the Securities Act.
Added
The Pre-Funded Warrant is exercisable in cash or by means of a cashless exercise.
Removed
Compensation Related Issuances On July 30, 2024, we granted to certain directors and officers of the Company restricted stock units covering an aggregate of 560,000 shares of common stock, 170,000 of which were subsequently forfeited, under our 2024 Plan as compensation for their services to the Company.
Added
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%.
Removed
On September 18, 2024, we granted to certain employees of the Company restricted stock units covering an aggregate of 1,135,000 shares of common stock, 75,000 of which was subsequently forfeited, under our 2024 Plan as compensation for their services to the Company.
Added
The Private Placement was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering.
Removed
On September 23, 2024, we awarded certain employees of the Company an aggregate of 63,700 shares of common stock, which fully vested immediately, as compensation for their services to the Company.
Added
The Investor acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends have been affixed to the securities issued in this transaction.
Removed
On November 12, 2024, we granted to certain employees of the Company restricted stock units covering an aggregate of 95,000 shares of common stock under our 2024 Plan as compensation for their services to the Company, subject to certain vesting conditions.
Removed
On December 3, 2024, we granted to our Chief Financial Officer, in connection with the commencement of her employment with the company, restricted stock units covering an aggregate of 60,000 shares of common stock under our 2024 Plan as compensation for services to be rendered to the Company, subject to certain vesting conditions.
Removed
The securities described above were deemed to be exempt from registration under the Securities Act in reliance on (i) Rule 701 promulgated under Section 3(b) of the Securities Act pursuant to benefit plans and contracts relating to compensation as provided under Rule 701 or (ii) Section 4(a)(2) of the Securities Act in transactions that did not involve a public offering to persons who represented that they were accredited investors, as such term is defined in Rule 501(a) of Regulation D under the Securities Act.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Recently Issued Accounting Pronouncements See “Note 2. Summary of Significant Accounting Policies” of the Notes to our Consolidated Financial Statements for disclosures regarding recently issued accounting pronouncements and the critical accounting policies related to our business. Critical Accounting Estimates For discussion regarding our significant accounting policies, see “Note 2.
Summary of Significant Accounting Policies” of the Notes to our Consolidated Financial Statements for disclosures regarding recently issued accounting pronouncements and the critical accounting policies related to our business. Critical Accounting Estimates For discussion regarding our significant accounting policies, see “Note 2. Summary of Significant Accounting Policies” of the Notes to our Consolidated Financial Statements.
The Organization for Economic Co-operation and Development has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as "Pillar 2"), with certain aspects of Pillar 2 effective January 1, 2024 and other aspects effective January 1, 2025.
The Organization for Economic Co-operation and Development (“OECD”) has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as "Pillar 2"), with certain aspects of Pillar 2 effective January 1, 2024, and other aspects effective January 1, 2025.
In addition, we will use available cash, borrowing capacity, and cash flows from operations to fund our operating leases, finance leases, debt repayments and various other obligations as they arise as noted within “Note 12. Debt” and “Note 15.
In addition, we will use available cash, borrowing capacity, and cash flows from operations to fund our operating leases, finance leases, debt repayments and various other obligations as they arise as noted within “Note 12. Long-Term Debt” and “Note 15.
We can also bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative impairment test, and then resume the qualitative assessment in any subsequent period.
The Company can also bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative impairment test, and then resume the qualitative assessment in any subsequent period.
Acuren’s uses of available cash, borrowing capacity, cash flows from operations and financing arrangements are used to invest in capital expenditures to support its growth, repay debt maturities as they become due, and complete integration activities.
The Company’s uses of available cash, borrowing capacity, cash flows from operations and financing arrangements are used to invest in capital expenditures to support its growth, repay debt maturities as they become due, and complete integration activities.
Intangible assets consisting of customer relationships, technology, tradenames, and non-compete agreements, have been recorded based on their fair value at the date of acquisition and are amortized over their economic useful lives which range from 1 to 15 years. Amortization on other intangibles assets is included within Selling, general and administrative expenses.
Intangible Assets Intangible assets consisting of customer relationships, technology, trade names, and non-compete agreements, have been recorded based on their fair value at the date of acquisition and are amortized over their economic useful lives which range from 2 to 15 years. Amortization on other intangibles assets is included within selling, general and administrative expenses.
Acuren’s principal liquidity requirements are for working capital and general corporate purposes, including capital expenditures and debt service, as well as to execute and integrate strategic acquisitions.
The Company’s principal liquidity requirements are for working capital and general corporate purposes, including capital expenditures and debt service, as well as to execute and integrate strategic acquisitions.
Effect of exchange rate changes on cash and cash equivalents For the period from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor), and year ended December 31, 2023, the effect of foreign exchange rate changes on cash was negative $7.9 million, negative $0.1 million and positive $4.4 million, respectively.
Effect of exchange rate changes on cash and cash equivalents For the year ended December 31, 2025 (Successor), during the period from January 1, 2024 to July 29, 2024 (Predecessor), and during the period from July 30, 2024 to December 31, 2024 (Successor), the effect of foreign exchange rate changes on cash was $3.7 million, $7.9 million, and $0.1 million, respectively.
For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation utilizing several different pricing scenarios and is able to discretely price out each individual component based on its nature and relation to the overall performance obligation. Contract modifications are not routine in the performance of contracts.
For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation utilizing several different pricing scenarios and is able to discretely price out each individual component based on its nature and relation to the overall performance obligation.
Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Interest expense, net Interest expense was $39.4 million and $31.1 million for the period from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor), respectively, an increase of $10.4 million, or 17.4%, compared to $60.0 million during the year ended December 31, 2023 (Predecessor).
Interest expense, net Interest expense, net was $87.6 million for the year ended December 31, 2025 (Successor), an increase of $17.2 million, or 24.4%, compared to $39.4 million during the period from January 1, 2024 to July 29, 2024 (Predecessor) and $31.1 million during the period from July 30, 2024 to December 31, 2024 (Successor).
Off-Balance Sheet Arrangements During the period from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor) and the years ended December 31, 2023 and 2022, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special 39 Table of Contents purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Off-Balance Sheet Arrangements During the year ended December 31, 2025 (Successor), the period from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor) and the year ended December 31, 2023, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. 44 Table of Conte n t s Recently Issued Accounting Pronouncements See “Note 2.
Acquisitions represented approximately $2.6 million in gross profit growth. Liquidity and Capital Resources Overview Overall, Acuren believe s that available cash and cash equivalents, cash flows generated from future operations, access to capital markets, and availability under its existing revolving credit facility are sufficient to fund our operations, service our indebtedness, and maintain compliance with our debt covenants.
Liquidity and Capital Resources Overview Overall, the Company believe s that available cash and cash equivalents, cash flows generated from future operations, access to capital markets, and availability under its existing revolving credit facility are sufficient to fund our operations, service our indebtedness, and maintain compliance with our debt covenants.
Summary of Significant Accounting Policies” of the Notes to our Consolidated Financial Statements. We have outlined below the policies identified as being critical to the understanding of our business and results of operations and that require the application of significant management judgement.
We have outlined below the policies identified as being critical to the understanding of our business and results of operations and that require the application of significant management judgment.
Revenues Service revenue was $633.9 million and $463.5 million for the period from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor), respectively, an increase of $47.3 million, or 4.5%, compared to $1,050.1 million during the year ended December 31, 2023 (Predecessor).
Revenues Revenues were $1.5 billion for the year ended December 31, 2025 (Successor), an increase of $432.9 million, or 39.4%, compared to $633.9 million during the period from January 1, 2024 to July 29, 2024 (Predecessor) and $463.5 million during the period from July 30, 2024 to December 31, 2024 (Successor).
The following is a discussion of the results of operations of ASP Acuren (Predecessor) for the period from January 1, 2024 to July 29, 2024 and Acuren Corporation (Successor) for the period from July 30, 2024 to December 31, 2024 compared to the results of operations of ASP Acuren (Predecessor) for the year ended December 31, 2023.
(formerly Acuren Corporation) (Successor) for the year ended December 31, 2025, compared to the results of operations of ASP Acuren (Predecessor) for the period from January 1, 2024 through July 29, 2024, and of TIC Solutions, Inc. (Successor) for the period from July 30, 2024 through December 31, 2024.
If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset.
If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were no indications of impairment identified during 2025, 2024, or 2023.
Valuation allowances are provided when management believes, after estimating future taxable income, considering feasible income tax planning opportunities and weighing all facts and circumstances that certain deferred tax assets are not recoverable. We evaluate our tax contingencies and recognize a liability when we believes it is more likely than not that a liability exists.
Valuation allowances are provided when management believes, after estimating future taxable income, considering feasible income tax planning opportunities and weighing all facts and circumstances that certain deferred tax assets are not recoverable.
This discussion should be read in conjunction with the information contained in the audited Acuren Corporation consolidated financial statements and the notes related thereto included elsewhere in this Annual Report on Form 10-K.
This discussion should be read in conjunction with the information contained in the audited TIC Solutions, Inc. consolidated financial statements and the notes related thereto included elsewhere in this Annual Report on Form 10-K. In this section, “we,” us,” “our” and “Company” refer to TIC Solutions, Inc.
Cash flows attributable to our investing activities For the period from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor), net cash used in investing activities was $58.0 million and $1.8 billion, primarily related to acquisitions in the Predecessor period and the Acuren Acquisition in the Successor period, respectively.
Cash flows attributable to our investing activities For the year ended December 31, 2025 (Successor), net cash used in investing activities was $874.1 million, a decrease of $1.0 billion compared to net cash used in investing activities of $58.0 million during the period from January 1, 2024 to July 29, 2024 (Predecessor) and $1.8 billion during the period from July 30, 2024 to December 31, 2024 (Successor).
In the discussion of our results of operations for these periods, we may quantitatively disclose the impacts of the Acuren Acquisition to the extent they remain ascertainable.
In the discussion of our results of operations for these periods, we may quantitatively disclose the impacts of the NV5 Acquisition and Acuren Acquisition to the extent they remain ascertainable. 38 Table of Conte n t s The following table summarizes our results of operations for the periods indicated.
We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.
We evaluate our tax contingencies and recognize a liability when we believes it is more likely than not that a liability exists. 47 Table of Conte n t s We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.
Comparison of the periods from January 1, 2024 to July 29, 2024 (Predecessor) (as restated) and July 30, 2024 to December 31, 2024 (Successor) to the year ended December 31, 2023 (Predecessor) The following table summarizes our results of operations for the periods indicated (in thousands) (1) : 2024 2023 2022 Successor July 30 to December 31 Predecessor January 1 to July 29 (As Restated) Predecessor January 1 to December 31 Predecessor January 1 to December 31 Service revenue $463,527 $ 633,866 $ 1,050,057 $ 928,326 Cost of revenue 359,848 471,881 810,534 725,375 Gross profit 103,679 161,985 239,523 202,951 Selling, general and administrative expenses 150,306 121,369 185,022 168,229 Transaction costs 35,998 5,204 — — Income (loss) from operations (82,625) 35,412 54,501 34,722 Interest expense, net 31,061 39,379 60,022 24,159 Loss on extinguishment of debt — 9,073 — — Other expense (income), net (2,978) (580) (1,241) (12,888) Income (loss) before provision for income taxes (110,708) (12,460) (4,280) 23,451 Provision (benefit) for income taxes (5,256) 3,243 2,009 3,408 Net income (loss) ($105,452) ($15,703) ($6,289) $20,043 ____________ 1.
Successor Predecessor Year Ended December 31, 2025 July 30 through December 31, 2024 January 1 through July 29, 2024 Year Ended December 31, 2023 Revenue $ 1,530,296 $ 463,527 $ 633,866 $ 1,050,057 Cost of revenue 1,080,937 359,848 471,881 810,534 Gross profit 449,359 103,679 161,985 239,523 Selling, general and administrative expenses 440,827 150,306 121,369 185,022 Transaction costs 25,628 35,998 5,204 — Income (loss) from operations (17,096) (82,625) 35,412 54,501 Interest expense, net 87,621 31,061 39,379 60,022 Loss on extinguishment of debt — — 9,073 — Other income, net (6,545) (2,978) (580) (1,241) Loss before income tax provision (benefit) (98,172) (110,708) (12,460) (4,280) Income tax provision (benefit) (11,056) (5,256) 3,243 2,009 Net loss $ (87,116) $ (105,452) $ (15,703) $ (6,289) Comparison of the year ended December 31, 2025 (Successor) to the year ended December 31, 2024.
Certain Factors and Trends Affecting Acuren’s Results of Operations Summary of Acquisitions In addition to the Acuren Acquisition, the Company completed other acquisitions during the periods presented that also affect the comparability of results of operations.
Certain Factors and Trends Affecting Our Results of Operations Summary of Acquisitions In addition to the NV5 Acquisition and our acquisition of ASP Acuren (the “Acuren Acquisition”), we completed other acquisitions during the periods presented that are immaterial, both individually and in the aggregate, but that also affect the comparability of our results of operations.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. ASP Acuren is our predecessor.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. ASP Acuren Holdings, Inc. (“ASP Acuren”) is our predecessor. The following is a discussion of the results of operations of TIC Solutions, Inc.
Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations and comprehensive income (loss). 40 Table of Contents Goodwill and Other Intangible Assets Goodwill represents the excess of purchase price of acquired businesses over the fair value of the underlying net tangible and intangible assets acquired.
Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations and comprehensive income (loss).
Revenue is recognized over time based on time and material incurred to date which best portrays the transfer of control to the customer. We expect any significant remaining performance obligations to be satisfied within one year.
Revenue is recognized over time based on time and material incurred to date which best portrays the transfer of control to the customer.
The majority of contracts have a single performance obligation as the promise to transfer the individual services is not separately identifiable from other promises in the contracts and is, therefore, not distinct. We provide highly integrated and bundled inspection services to its customers.
Most contracts contain a single performance obligation, as the promise to transfer individual services is not separately identifiable from other promises in the contract and, therefore, is not distinct.
Provision for income taxes Acuren recorded a provision for income taxes of $3.2 million and a tax benefit of $5.3 million for the period from January 1, 2024 to July 29, 2024 (Predecessor) (as restated) and July 30, 2024 to December 31, 2024 (Successor), respectively, as compared to income tax expense of $2.0 million during the year ended December 31, 2023 (Predecessor).
Income taxes The Company recorded an income tax benefit of $11.1 million for the year ended December 31, 2025 (Successor), income tax expense of $3.2 million during the period from January 1, 2024 through July 29, 2024 (Predecess or) and an income tax benefit of $5.3 million during the period from July 30, 2024 through December 31, 2024 (Successor ).
These conflicts may have an impact on certain end markets, results of operations or liquidity or in other ways which we cannot yet determine.
There has been no direct effect on our business from the Russian-Ukrainian or the Middle Eastern conflicts, although these conflicts may have an impact on certain end markets, results of operations or liquidity or in other ways which we cannot yet determine.
Deferred income tax assets and liabilities are measured at the enacted income tax rates expected to apply in the taxable year that the asset or liability is expected to be recovered or settled. 41 Table of Contents In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of a deferred income tax asset will not be realized.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of a deferred income tax asset will not be realized.
Gross profit The following table presents gross profit and gross profit margin, defined as gross profit as a percentage of service revenues, for the periods from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor) compared to the year ended December 31, 2023 (Predecessor) (in thousands): 2024 2023 Successor July 30 to December 31 Predecessor January 1 to July 29 Predecessor January 1 to December 31 Service revenue $463,527 $633,866 $1,050,057 Gross profit 103,679 161,985 239,523 Gross profit margin 22 % 26 % 23 % Acuren’s gross profit was $162.0 million and $103.7 million for the period from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 t o December 31, 2024 (Successor), respectively, an increase of $26.1 million, or 10.9%, compared to $239.5 million during the year ended December 31, 2023 (Predecessor).
Successor Predecessor Year Ended December 31, 2025 July 30 through December 31, 2024 January 1 through July 29, 2024 Year Ended December 31, 2023 Revenue $ 1,530,296 $ 463,527 $ 633,866 $ 1,050,057 Gross profit $ 449,359 $ 103,679 $ 161,985 $ 239,523 Gross Profit Margin 29.4 % 22.4 % 25.6 % 22.8 % 39 Table of Conte n t s Gross profit was $449.4 million for the year ended December 31, 2025 (Successor), an increase of $183.7 million, or 69.1%, compared to $162.0 million during the period from January 1, 2024 to July 29, 2024 (Predecessor) and $103.7 million during the period from July 30, 2024 to December 31, 2024 (Successor).
Selling, general and administrative expenses The following table presents selling, general and administrative expenses (“SG&A expenses”) and operating margin, defined as income (loss) from operations as a percentage of service revenues, for the periods from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor) compared to the year ended December 31, 2023 (Predecessor) (in thousands): 2024 2023 Successor July 30 to December 31 Predecessor January 1 to July 29 (as restated) Predecessor January 1 to December 31 SG&A expenses $150,306 $121,369 $185,022 SG&A expenses as a percentage of service revenue (%) 32.4 % 19.1 % 17.6 % Acuren’s SG&A expenses were $121.4 million and $150.3 million for the period from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor), respectively, an increase of $86.7 million, or 46.8%, compared to $185.0 million during the year ended December 31, 2023 (Predecessor).
Successor Predecessor Year Ended December 31, 2025 July 30 through December 31, 2024 January 1 through July 29, 2024 Year Ended December 31, 2023 SG&A expenses $ 440,827 $ 150,306 $ 121,369 $ 185,022 SG&A expenses as a percentage of revenue (%) 28.8 % 32.4 % 19.1 % 17.6 % SG&A expenses were $440.8 million for the year ended December 31, 2025 (Successor), an increase of $169.2 million, or 62.3%, compared to $121.4 million during the period from January 1, 2024 to July 29, 2024 (Predecessor) and $150.3 million during the period from July 30, 2024 to December 31, 2024 (Successor).
Cash Flows The following table summarizes net cash flows with respect to Acuren’s operating, investing, and financing activities for the periods indicated (in thousands): 38 Table of Contents 2024 2023 2022 Cash flows provided by (used in): Successor July 30 to December 31 Predecessor January 1 to July 29 Predecessor January 1 to December 31 Predecessor January 1 to December 31 Operating activities $2,629 $20,439 $95,809 $39,980 Investing activities (1,834,651) (57,985) (26,534) (67,672) Financing activities 1,414,346 7,818 (49,176) 35,965 Effect of exchange rate on cash (123) (7,877) 4,377 (5,625) Net change in cash and cash equivalents ($417,799) ($37,605) $24,476 $2,648 Cash flows attributable to our operating activities Net cash provided by operating activities for the period from January 1, 2024 to July 29, 2024 (Predecessor) and for the period from July 30, 2024 to December 31, 2024 (Successor) was $20.4 million and $2.6 million, respectively, a decrease of $72.7 million compared to cash provided by operating activities of $95.8 million in the Predecessor period year ended December 31, 2023.
In connection with the Acuren Acquisition on July 30, 2024, the 2019 ASP Acuren Credit Agreement was repaid in full. 43 Table of Conte n t s Cash Flows The following table summarizes net cash flows with respect to the Company’s operating, investing, and financing activities for the periods indicated (in thousands): Successor Predecessor Cash flows provided by (used in): Year Ended December 31, 2025 July 30 through December 31, 2024 January 1 through July 29, 2024 Operating activities $ 95,018 $ 2,629 $ 20,439 Investing activities (874,089) (1,834,651) (57,985) Financing activities 1,075,728 1,414,346 7,818 Effect of exchange rate on cash 3,745 (123) (7,877) Net change in cash and cash equivalents $ 300,402 $ (417,799) $ (37,605) Cash flows attributable to our operating activities Net cash provided by operating activities for the year ended December 31, 2025 (Successor) was $95.0 million, an increase of $72.0 million compared to cash provided by operating activities of $20.4 million during the period from January 1, 2024 to July 29, 2024 (Predecessor) and $2.6 million during the period from July 30, 2024 to December 31, 2024 (Successor).
As of December 31, 2024, we were in compliance with these covenants. ASP Acuren entered into a credit agreement on December 20, 2019 (“Prior Credit Agreement”) that provided for a term loan of $430.0 million and a revolving credit facili ty of $75.0 million.
Predecessor Period ASP Acuren entered into a credit agreement on December 20, 2019, as amended (the “2019 ASP Acuren Credit Agreement”) that provided for a term loan and a revolving credit faci lity of $715.0 million and $75.0 million, respectively.
For the Successor period ended December 31, 2024, Acuren recorded an interest expense of $0.2 million for the access to the Revolving Credit Facility. For discussion of the covenants contained in the Credit Agreement governing our Revolving Credit Facility, see “Note 12. Debt” of the Notes to our Consolidated Financial Statements.
For discussion of the covenants contained in the Credit Agreement governing our Term Loans and Revolving Credit Facility, see “Note 12. Long-Term Debt” of the notes to our consolidated financial statements. As of December 31, 2025 (Successor), we were in compliance with these covenants.
Segment gross profit was $53.8 million and $45.1 million for the period from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor), respectively, an increase of $4.3 million, or 4.6%, compared to $94.6 million during the year ended December 31, 2023 (Predecessor). The increase was primarily driven by stronger volume.
Cost of revenue Cost of revenues were $1.1 billion for the year ended December 31, 2025 (Successor), an increase of $249.2 million, or 30.0%, compared to $471.9 million during the period from January 1, 2024 to July 29, 2024 (Predecessor) and $359.8 million during the period from July 30, 2024 to December 31, 2024 (Successor).The increase was primarily driven by incremental cost of revenues of $222.6 million resulting from the NV5 Acquisition.
Depreciation and Amortization Expense Total depreciation expense for property, plant and equipment and amortization expense for intangibles were recognized as follows: 35 Table of Contents 2024 2023 Successor July 30 to December 31 Predecessor January 1 to July 29 Predecessor January 1 to December 31 Depreciation expense included in cost of revenue $25,282 $22,123 $54,504 Depreciation and amortization expense included in selling, general and administrative expenses 22,031 23,654 40,314 Total depreciation and amortization expense $ 47,313 $ 45,777 $ 94,818 Transaction costs Transaction costs were $5.2 million and $36.0 million for the period from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor), respectively, an increase of $41.2 million, compared to no transaction costs during the year ended December 31, 2023 (Predecessor).
The decrease was primarily driven by lower transaction expenses associated with the NV5 Acquisition and other acquisitions relative to transaction costs incurred in connection with the Admiral Acquisition. 40 Table of Conte n t s Depreciation and Amortization Expense Total depreciation expense for property, plant and equipment and amortization expense for intangibles were recognized as follows: Successor Predecessor Year Ended December 31, 2025 July 30 through December 31, 2024 January 1 through July 29, 2024 Year Ended December 31, 2023 Depreciation expense included in cost of revenue $ 68,238 $ 25,282 $ 22,123 $ 54,504 Depreciation and amortization expense included in SG&A expenses 110,092 22,031 23,654 40,314 Total depreciation and amortization expense $ 178,330 $ 47,313 $ 45,777 $ 94,818 The increase in depreciation and amortization expense of $85.2 million, or 91.6%, was primarily driven by incremental depreciation and amortization expense resulting from the NV5 Acquisition and the step-up in property and equipment and intangible assets from the Acuren Acquisition.
An entity is required to perform step one if the entity concludes that it is more likely than not that a reporting unit’s fair value is below its carrying amount (that is, a likelihood of more than 50%).
An assessment can be performed by first completing a qualitative assessment on some or all of the Company’s reporting units in order to conclude that it is more likely than not that a reporting unit’s fair value is below its carrying amount (that is, a likelihood of more than 50%).
The Credit Agreement also provides for a $75.0 million five-year senior secured revolving credit facility of which up to $20.0 million can be used for the issuance of letters of credit. As of December 31, 2024, there was nothing outstanding on the Revolving Credit Facility.
Leases.” Financing Successor Period We have a $775.0 million senior secured 2024 Term Loan and an $875.0 million senior secured 2025 Term Loan under our term loan facility under the Credit Agreement, as well as a $125.0 million five-year senior secured revolving credit facility, of which up to $20.0 million can be used for the issuance of letters of credit.
We evaluate the impairment of our goodwill annually or more frequently when events or changes in circumstances indicate that goodwill may be impaired. Goodwill is required to be evaluated for impairment at the reporting unit level, which represents the operating segment level or one level below the operating segment level for which discrete financial information is available.
Goodwill is required to be evaluated for impairment at the reporting unit level, which represents the operating segment level or one level below the operating segment level for which discrete financial information is available. Historically, the legacy Acuren business had two reporting units, United States and Canada.
The vast majority of Acuren billing is on a time and materials basis. Cost of revenue Cost of revenue consists primarily of direct labor. Cost of revenue also includes materials and indirect costs, such as supplies, tools, facility costs, and depreciation of equipment related to our services as well as travel, per diem, and lodging costs.
Other direct costs include materials and costs, such as supplies, tools, facility costs, and depreciation of equipment related to our services as well as travel, per diem, and lodging costs. Labor costs are recognized as labor hours are incurred in delivering services.
No indications of impairment were identified during the period from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor), and the year ended December 31, 2023.
Transaction costs Transaction costs were $25.6 million for the year ended December 31, 2025 (Successor), a decrease of $15.6 million, or 37.8%, compared to $5.2 million during the period from January 1, 2024 to July 29, 2024 (Predecessor) and $36.0 million during the period from July 30, 2024 to December 31, 2024 (Successor).
Cash flows attributable to our financing activities For the period from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor), net cash provided by financing activities was $7.8 million and $1.4 billion, consisting primarily of borrowings of long-term debt of $805.0 million and proceeds from the issuance of ordinary shares and the exercise of Warrants for $666.6 million related to the Acuren Acquisition offset by repayments of long-term debt of $18.3 million, principal payments on finance lease obligations of $9.8 million, and payments of debt issuance costs of $21.4 million.
Cash flows attributable to our financing activities For the year ended December 31, 2025 (Successor), net cash provided by financing activities was $1.1 billion, a decrease of $346.4 million compared to net cash provided by financing activities of $7.8 million during the period from January 1, 2024 to July 29, 2024 (Predecessor) and $1.4 billion during the period from July 30, 2024 to December 31, 2024 (Successor).
In this section, “we,” us,” “our” and “Acuren” refer to ASP Acuren Holdings, Inc. (Predecessor) for the periods prior to July 30, 2024, and Acuren Corporation (Successor) for the period from July 30, 2024 through December 31, 2024. Overview We are a leading provider of critical asset integrity services.
(Successor) for the year ended December 31, 2025, and the Successor period from July 30, 2024 through December 31, 2024, and ASP Acuren Holdings, Inc. (Predecessor) for the Predecessor period from January 1, 2024 through July 29, 2024. Overview We are a leading provider of tech-enabled Testing, Inspection, Certification and Compliance (TICC), engineering and consulting, and geospatial services.
Segment gross profit was $108.1 million and $58.6 million for the period from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor), respectively, an increase of $21.8 million, or 15%, compared to $144.9 million during the year ended December 31, 2023 (Predecessor). The increase primarily resulted from pricing initiatives implemented in 2023.
Gulf Coast and end market softness related to our chemicals and LNG customers. 42 Table of Conte n t s Segment gross profit was $240.6 million for the year ended December 31, 2025 (Successor), a decrease of $25.1 million, or 9.4%, compared to $162.0 million during the period from January 1, 2024 to July 29, 2024 (Predecessor) and $103.7 million during the period from July 30, 2024 to December 31, 2024 (Successor) .
While it is uncertain whether the U.S. will enact legislation to adopt Pillar 2, certain countries in which we operate have adopted the legislation, and other countries are in the process of introducing legislation to implement Pillar 2. We are continuing to evaluate and monitor the impact of Pillar 2.
The U.S. and other countries continue to discuss how Pillar 2 will apply to U.S. companies. We are continuing to evaluate and monitor the impact of Pillar 2 and the evolving legislative landscape.
(f/k/a ASP Acuren Holdings, Inc.), the guarantors from time to time party thereto, the lenders from time to time party thereto, and Jefferies Finance LLC, as administrative agent and as collateral agent (the “Credit Agreement”), pursuant to which we incurred a $775.0 million seven-year senior secured term loan (the “Term Loan”) under the senior secured term loan facility (the “Term Loan Facility”), which was used to fund a part of the cash portion of the purchase price of the Acuren Acquisition.
Credit Facilities On January 31, 2025, we entered into the First Amendment to the Credit Agreement, by and among a wholly-owned subsidiary of the Company as the initial borrower, any other of our subsidiaries from time to time party thereto as borrowers, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Jefferies Finance LLC, as administrative agent and collateral agent (the “Credit Agreement”), pursuant to which the interest rate margins for the $775.0 million seven-year senior secured term loan (the “Term Loan”) decreased from 2.50% to 1.75% for the base rate and from 3.50% to 2.75% for the secured overnight financing rate (“SOFR”), adjusted for statutory reserves.
Selling, general and administrative expenses Selling, general and administrative expenses consist primarily of employee compensation, information systems and technology costs, share-based compensation, amortization on intangibles, facility related expenses, and management consulting services. 33 Table of Contents Results of Operations The comparability of our operating results for the period from July 30, 2024 through December 31, 2024 (Successor), January 1, 2024 through July 29, 2024 (Predecessor) (as restated) and the year ended December 31, 2023 (Predecessor) was impacted by the Acuren Acquisition.
Selling, general and administrative expenses Selling, general and administrative expenses consist primarily of certain indirect costs of providing our services, employee compensation, information systems and technology costs, share-based compensation, depreciation, amortization of intangibles, and facility related expenses.
Removed
A discussion and analysis of the results of operations of ASP Acuren (Predecessor) for the year ended December 31, 2022 can be found in “Acuren Corporation Management’s Discussion and Analysis of Financial Condition and Results of Operations” as disclosed in our Registration Statement on Form S-4, which was filed with the SEC on December 12, 2024.
Added
We provide mission-critical services that are essential to the safety, reliability, and efficiency of industrial assets, buildings and public infrastructure. Our services are often non-discretionary and are driven by regulatory requirements, customer risk management policies, and the need to extend the useful life of critical assets. We operate primarily in North America and serve both private and public-sector clients.
Removed
We operate primarily in North America serving a broad range of industrial markets, most notably chemical, pipeline, refinery, power generation, oilsands, automotive, aerospace, mining, manufacturing, renewable energy, and pulp and paper.
Added
Our private-sector clients span industrial, infrastructure, construction, and commercial real estate end markets. Our public-sector clients include federal, state, and municipal agencies, public utilities, transportation authorities, and environmental regulators.
Removed
We provide these essential and often 31 Table of Contents compliance-mandated (often at customer locations) services in the industrial space and are focused on the recurring maintenance needs of our customers. The work we do fits in the service category referred to as Testing, Inspection, Certification and Compliance.
Added
Within industrial markets, our services address energy processing and refining, pipeline and midstream infrastructure, chemicals and industrial processing, manufacturing and industrial services, power generation and utilities, and companies in aerospace, automotive, renewable energy, pulp and paper, and mining. On October 10, 2025, we changed our name from Acuren Corporation to TIC Solutions, Inc.
Removed
These activities include several Nondestructive Testing (“NDT”) techniques such as radiography, ultrasonic testing, magnetic particle inspection, penetrant testing, and visual inspection. NDT activities include inspection and evaluation of industrial equipment through various technology-enabled methods to ensure asset integrity, avoid costly accidents and comply with regulatory requirements without destroying the asset or component.
Added
Recent Developments NV5 Acquisition On August 4, 2025 (the “NV5 Closing Date”) , we completed the NV5 Acquisition. NV5 is a global provider of infrastructure engineering, building systems, environmental consulting and geospatial analytics to private and public-sector clients in the infrastructure, utility services, construction, real estate, environmental and geospatial markets.
Removed
Given the amount of activity required at heights in the industrial space, we provide market leading RAT solutions to reach difficult areas without scaffolding. The work on ropes at heights extends beyond inspection and testing to include industrial trades such as insulation, coatings and blasting, welding, pipe fitting, hoisting and rigging, and electrical services.
Added
Pursuant to the terms of the merger agreement, t he aggregate purchase price was approximately $1.7 billion, including the full repayment of NV5’s outstanding debt. The Company paid total consideration consisting of $870.9 million in cash and the issuance of approximately 73.2 million shares of Company common stock.
Removed
We offer these trades in a niche way where RAT solutions are optimal (cost efficient and/or schedule enhancing) and where we can provide quality services without compromising safety. Our TICC service also includes support from consulting engineers with in-lab destructive testing capabilities.
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Tax Legislation On July 4, 2025, the “One Big Beautiful Bill Act” was enacted into law. The legislation includes changes to federal tax law, including the restoration of immediate expensing of domestic R&D expenditures, reinstatement of 100% bonus depreciation and more favorable rules for determining the limitation on business interest expense, among other changes.
Removed
Our highly specialized materials engineers support failure investigation, material selection, corrosion engineering, welding engineering, fracture mechanics, destructive testing, and chemical analysis. We have two operating and reportable segments which are the United States and Canada. We have operations in the United Kingdom that are not considered material and are included in the United States reportable segment.
Added
The legislation is reflected in the annual effective rate and the cash tax position of the Company.
Removed
Each segment is representative of the operations incurred under the respective geographic territory. Both operating segments provide the same services to a similar base of customers. We were incorporated with limited liability under the laws of the British Virgin Islands under the BVI Companies Act on December 15, 2022 under the name Admiral Acquisition Limited (“Admiral”).
Added
All other material terms of the Credit Agreement, including the aggregate principal amount, repayment terms, and interest rate applicable on the $75.0 million five-year revolver under a senior secured revolving credit facility available under the Credit Agreement (the “Revolving Credit Facility”) remained the same.
Removed
Admiral was formed for the purpose of acquiring a target company or business. We completed our initial public offering in the United Kingdom on May 22, 2023, raising gross proceeds of approximately $539.5 million and the Founder Entity purchased 1,000,000 shares of Series A Preferred Stock for $10.5 million.
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See “Liquidity and Capital Resources — Financing” for more information. 36 Table of Conte n t s On August 4, 2025, in connection with the NV5 Acquisition, we entered into the Second Amendment to the Credit Agreement (the “Second Amendment”).
Removed
We began trading on the London Stock Exchange (“LSE”) on May 22, 2023 and trading was suspended on July 30, 2024 when we completed our acquisition of ASP Acuren (the “Acuren Acquisition”). Our LSE listing was subsequently cancelled on August 19, 2024.
Added
The Second Amendment amended the Credit Agreement to: (i) include new term loans in an aggregate principal amount of $875.0 million (the “2025 Term Loans,” and together with the 2024 Term Loans, the “Term Loans”), and (ii) increased the aggregate amount of the Revolving Credit Facility from $75.0 million to $125.0 million.
Removed
In connection with the Acuren Acquisition, we changed our name to Acuren Corporation and on December 16, 2024, changed our jurisdiction of incorporation from the British Virgin Islands to Delaware and domiciled to Delaware.
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Principal payments on the Term Loans, commenced on September 30, 2025 and are made in quarterly installments on the last day of each fiscal quarter in an amount equal to $4.1 million, subject to adjustments in accordance with the Credit Agreement. As of December 31, 2025, we had $1.6 billion of principal outstanding under the Term Loans.
Removed
Prior to the Domestication, we were incorporated with limited liability under the laws of the British Virgin Islands with ordinary shares (the “Ordinary Shares”) listed on the London Stock Exchange.
Added
The interest rate applicable to the Term Loans is, at our option, either: (1) a base rate plus an applicable margin equal to 1.75% or (2) SOFR plus an applicable margin equal to 2.75%. The Term Loans will mature on July 30, 2031.
Removed
Upon the Domestication, our Ordinary Shares were automatically converted, on a one-for-one basis, into shares of Common Stock and our Founder Preferred Shares (the “Founder Preferred Shares”) were automatically converted, on a one-for-one basis, into shares of Series A Preferred Stock.
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With respect to the Second Amendment, “Interest expense, net” included in the consolidated statements of operations for the year ended December 31, 2025, includes interest expense, amortization of debt issuance costs and unused commitment fees on the Revolving Credit Facility incurred since the NV5 Closing Date.
Removed
All references to our Ordinary Shares and Founder Preferred Shares refer to the equity of the Company prior to Domestication and all references to our Common Stock and Series A Preferred Stock refer to the equity of the Company following the Domestication. Our Common Stock began trading on the OTCQX Market on December 30, 2024.
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Private Placement and Pre-Funded Warrant On October 5, 2025, we entered into the Purchase Agreement with the Investor, for the Private Placement, of (i) 17,708,333 shares of our common stock, at $12.00 per share and (ii) a pre-funded warrant (the “Pre-Funded Warrant”) to purchase 3,125,000 shares of common stock, at $11.9999 per share.
Removed
We voluntarily withdrew from trading on the OTCQX Market as of February 14, 2025 and began trading on the NYSE American (the “NYSE”) on February 18, 2025. Prior to the listing of our Common Stock on the NYSE, we were subject to and complied with the rules of the LSE.
Added
The aggregate gross proceeds of the Private Placement were approximately $250.0 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.
Removed
In connection with the Acuren Acquisition, we formed our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Recent Developments Acuren Acquisition On July 30, 2024, we completed the acquisition of ASP Acuren, a market leading provider of asset integrity management solutions. The consideration paid at closing for the Acuren Acquisition was approximately $1.9 billion in cash.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Revenue and expense related to Acuren’s foreign operations are, for the most part, denominated in the functional currency of the foreign operation, which minimizes the impact that fluctuations in exchange rates would have on net income (loss). Acuren is subject to fluctuations in foreign currency exchange rates when transactions are denominated in currencies other than the functional currencies.
Revenue and expense related to the Company’s foreign operations are, for the most part, denominated in the functional currency of the foreign operation, which minimizes the impact that fluctuations in exchange rates would have on net income (loss). The Company is subject to fluctuations in foreign currency exchange rates when transactions are denominated in currencies other than the functional currencies.
For the periods from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor), a 10% movement, favorable or unfavorable, in the average U.S. Dollar exchange rates would cause a change in income from operations of approximately $1.7 million and $1.4 million, respectively.
Dollar exchange rates would cause a change in income from operations of approximately $2.8 million. For the periods from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor), a 10% movement, favorable or unfavorable, in the average U.S.
Revenue generated from foreign operations represented approximately 43%, 44% and 39% of Acuren’s total revenue for the periods from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor), and for the year ended December 31, 2023, respectively. Substantially all of this revenue was generated from operations in Canada.
Revenue generated from foreign operations represented approximately 36%, 43% and 44% of the Company’s total revenue for the year ended December 31, 2025 and the periods from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor), respectively. Substantially all of this revenue was generated from operations in Canada.
Financial Instruments” of our consolidated financial statements, we have entered into interest rate derivative contracts to manage interest rate risk associated with our long-term debt obligations and to mitigate the negative impact of interest rate fluctuations on our earnings and cash flows. Foreign Currency Risk Acuren has foreign operations in Canada and the United Kingdom.
Financial Instruments” of our consolidated financial statements, we have entered into interest rate derivative contracts to manage interest rate risk associated with our long-term debt obligations and to mitigate the negative impact of interest rate fluctuations on our earnings and cash flows. Foreign Currency Risk The Company has foreign operations in Canada, Europe, Asia, and the Middle East.
Interest Rate Risk Acuren’s debt financing agreement contains floating rate obligations and as a result interest rate changes impact our earnings and cash flows, assuming other factors are held constant. As more fully described in “Note 13.
Interest Rate Risk The Company’s Credit Agreement contains solely floating rate obligations and as a result interest rate changes impact our earnings and cash flows, assuming other factors are held constant. As more fully described in “Note 13.
Translation gains or losses, which are recorded in accumulated other comprehensive loss on the consolidated balance sheet, result from translation of the assets and liabilities of Acuren’s foreign subsidiaries into U.S. dollars.
Translation gains or losses, which are recorded in accumulated other comprehensive loss on the consolidated balance sheet, result from translation of the assets and liabilities of the Company’s foreign subsidiaries into U.S. dollars. For the year ended December 31, 2025 foreign currency translation gains totaled $46.5 million.
As of and for the period from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor), and the years ended December 31, 2023 and 2022, no individual customer represented more than 10% of consolidated sales or accounts receivable, and no individual vendor represented more than 10% of purchases or accounts payable.
As of and for the years ended December 31, 2025, 2024, and 2023, no individual customer represented more than 10% of consolidated sales or accounts receivable, and no individual vendor represented more than 10% of purchases or accounts payable.
For the periods from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor), foreign currency translation losses totaled $18.0 million and $35.5 million, respectively. For the year ended December 31, 2023 foreign currency translation gains totaled $11.2 million.
For the periods from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor), foreign currency translation losses totaled $18.0 million and $35.5 million, respectively. For the year ended December 31, 2025, a 10% movement, favorable or unfavorable, in the average U.S.
For the year ended December 31, 2023, a 10% movement, favorable or unfavorable, in the average U.S. Dollar exchange rates would cause a change in income from operations of approximately $2.5 million. We do not currently enter into forward exchange contracts to hedge exposures denominated in foreign currencies. 42 Table of Contents
Dollar exchange rates would cause a change in income from operations of approximately $1.7 million and $1.4 million, respectively. The Company does not currently enter into forward exchange contracts to hedge exposures denominated in foreign currencies. 48 Table of Conte n t s
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Concentration of Credit Risk Balance sheet items that are subject to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable.
Added
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Concentration of Credit Risk At December 31, 2025 and December 31, 2024, the Company held no interest rate swap agreements. The Company’s historical interest rate swap agreements contained an element of risk related to the counterparties’ potential inability to meet the terms of the agreement.
Removed
We are exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent that account balances exceed federally insured limits.
Added
However, the Company minimized this risk by limiting the counterparties to a diverse group of highly rated, major domestic financial institutions. Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of trade accounts receivable as the Company grants credit terms in the normal course of business to its diverse customer base.
Removed
Risk is managed by dealing only with investment grade U.S., UK, and Canadian institutions and we do not believe that we are subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.
Added
To mitigate credit risks, the Company evaluates and monitors the creditworthiness of its customers. Historical bad debt write-offs have not been significant.