As filed with the Securities and Exchange Commission
on August 4, 2025
Registration Statement No. 333-187963
Registration Statement No. 333-212150
Registration Statement No. 333-212159
Registration Statement No. 333-233627
Registration Statement No. 333-272900
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 FORM S-8 REGISTRATION
STATEMENT NO. 333-187963
POST-EFFECTIVE AMENDMENT NO. 1 FORM S-8 REGISTRATION
STATEMENT NO. 333-212150
POST-EFFECTIVE AMENDMENT NO. 1 FORM S-8 REGISTRATION
STATEMENT NO. 333-212159
POST-EFFECTIVE AMENDMENT NO. 1 FORM S-8 REGISTRATION
STATEMENT NO. 333-233627
POST-EFFECTIVE AMENDMENT NO. 1 FORM S-8 REGISTRATION
STATEMENT NO. 333-272900
UNDER
THE SECURITIES ACT OF 1933
NV5 Global, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware |
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45-3458017 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
200 South Park Road, Suite 350 |
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Hollywood, Florida |
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33021 |
(Address of principal executive offices) |
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(Zip Code) |
NV5 Global, Inc. 2023 Equity Incentive Plan
NV5 Global, Inc. Employee Stock Purchase
Plan
NV5
Global, Inc. 2011 Equity Incentive Plan, as amended
(Full Title of the Plans)
Richard Tong, Esq.
Executive Vice President and General Counsel
NV5 Global, Inc.
200 South Park Road, Suite 350
Hollywood, Florida 33021
(954) 495-2112
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Mitchell Nussbaum, Esq.
Norwood Beveridge, Esq.
Lili Taheri, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
Phone: (212) 407-4000
Fax: (212) 407-4990
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer |
☒ |
Accelerated Filer |
☐ |
Non-accelerated filer |
☐ |
Smaller reporting company |
☐ |
Emerging growth company |
☐ |
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If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
DEREGISTRATION
OF UNSOLD SECURITIES
NV5 Global, Inc., a Delaware
corporation (“NV5”), is filing these post-effective amendments (these “Post-Effective Amendments”) to the following
Registration Statements on Form S-8 (each, a “Registration Statement” and collectively, the “Registration Statements”),
which were filed by NV5 with the Securities and Exchange Commission (the “SEC”) on the dates set forth below, to deregister
any and all shares of common stock, par value $.01 per share (“Common Stock”), registered but unissued under each such Registration
Statement as of the date hereof:
| 1. | Registration Statement on Form S-8 (No. 333-187963), which
was filed by NV5 with the SEC on April 17, 2013 registering 2,218,632 shares of Common Stock (after
giving effect to the four-for-one split of the Common Stock occurring on October 9, 2024) under the NV5 Holdings, Inc. 2011 Equity
Incentive Plan, as amended; |
| 2. | Registration Statement on Form S-8 (No. 333-212150), which
was filed by NV5 with the SEC on June 21, 2016, registering 2,714,564 shares of Common Stock (after giving effect to the four-for-one
split of the Common Stock occurring on October 9, 2024) under the NV5 Global, Inc. 2011 Equity Incentive Plan, as amended; |
| 3. | Registration Statement on Form S-8 (No. 333-212159), which
was filed by NV5 with the SEC on June 21, 2016, registering 2,000,000 shares of Common Stock (after giving effect to the four-for-one
split of the Common Stock occurring on October 9, 2024) under the NV5 Global, Inc. Employee Stock Purchase Plan; |
| 4. | Registration Statement on Form S-8 (No. 333-233627), which
was filed by NV5 with the SEC on September 4, 2019, registering 4,753,728 shares of Common Stock (after giving effect to the four-for-one
split of the Common Stock occurring on October 9, 2024) under the NV5 Global, Inc. 2011 Equity Incentive Plan, as amended; and |
| 5. | Registration Statement on Form S-8 (No. 333-272900), which
was filed by NV5 with the SEC on June 23, 2023, registering 9,302,816 shares of Common Stock (after giving effect to the four-for-one
split of the Common Stock occurring on October 9, 2024) under the NV5 Global, Inc. 2023 Equity Incentive Plan. |
On August 4, 2025,
pursuant to the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated May 14, 2025,
by and among Acuren Corporation, a Delaware corporation (“Acuren”), Ryder Merger Sub I, Inc., a Delaware corporation and direct
wholly owned subsidiary of Acuren (“Merger Sub I”), Ryder Merger Sub II, Inc., a Delaware corporation and wholly owned direct,
subsidiary of Acuren (“Merger Sub II”) and NV5, Merger Sub I merged with and into NV5, with NV5 surviving such merger as the
surviving corporation (the “Initial Surviving Corporation”) and continuing as a direct wholly owned subsidiary of Acuren,
and (ii) immediately thereafter, the Initial Surviving Corporation merged with and into Merger Sub II, with Merger Sub II continuing its
existence as the surviving corporation as a direct wholly owned subsidiary of Acuren.
As a result of the completion
of the transactions contemplated by the Merger Agreement, NV5 has terminated all offerings of Common Stock pursuant to the Registration
Statements. In accordance with the undertakings made by NV5 in the Registration Statements to remove from registration, by means of a
post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offerings,
NV5 hereby removes from registration by means of these Post-Effective Amendments all shares of Common Stock registered but unsold under
the Registration Statements as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration
of such shares of Common Stock and NV5 hereby terminates the effectiveness of the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused these Post-Effective Amendments Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Hollywood, State of Florida, on this 4th day of August, 2025.
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NV5 GLOBAL, INC. |
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By: |
/s/ Richard Tong |
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Name: |
Richard Tong |
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Title: |
Executive Vice President and General Counsel |
Note: No other person is required
to sign these Post-Effective Amendments to Form S-8 Registration Statements in reliance on Rule 478 under the Securities Act of 1933,
as amended.