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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
September 30, 2025
Date of Report (date of earliest event reported)
Acuren Corporation
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-42524 |
|
66-1076867 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
200 South Park Road, Suite 350
Hollywood, Florida 33021
(Address of principal executive offices and zip
code)
(800)218-7450
(Registrant’s telephone number, including
area code)
14434 Medical Complex Drive, Suite 100
Tomball, Texas 77377
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
| Common stock, par value $0.0001 per share |
|
TIC |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act.
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD.
Name Change
The Board of Directors of Acuren Corporation (the “Company,”
“we,” “our,” “us”) approved a proposal to change our corporate name from Acuren Corporation to TIC
Solutions, Inc. The name change is intended to unify our brand and corporate identity following the completion of our recent merger with
NV5 Global, Inc. The name change is subject to the filing of an amendment to our Certificate of Incorporation with the Delaware Secretary
of State, which we expect to occur on or about October 10, 2025.
Third Quarter and Full Year 2025 Outlook
We are providing the following outlook ranges for service revenue and
adjusted EBITDA for the three months ending September 30, 2025, and fiscal year ending December 31, 2025:
| (in millions) | |
| Full Year 2025 | | |
| Three Months Ending
September 30, 2025 | |
| Service Revenue | |
| $ 1,530.0 to $ 1,565.0 | | |
| $ 460.0 to $ 480.0 | |
| Adjusted EBITDA | |
| $ 240.0 to $ 250.0 | | |
| $ 75.0 to $ 80.0 | |
Our unaudited interim consolidated financial statements for the three-
and nine-months ending September 30, 2025 are not yet available. The above outlook ranges are based on the information available to us
as of the date of this Current Report on Form 8-K (“Report”). These are forward-looking statements and may differ from actual
results based on, among other things, completion of our financial closing and other operational procedures, final adjustments and other
developments that may arise between now and the time the financial results for the three- and nine-months ending September 30, 2025, and
fiscal year ending December 31, 2025, are finalized.
EBITDA and Adjusted EBITDA are non-GAAP financial measures. EBITDA
is defined as earnings before interest, taxes, depreciation and amortization and Adjusted EBITDA is defined as EBITDA excluding the impact
of certain non-cash and other specifically identified items. We use these non-GAAP financial measures both in explaining our results to
stockholders and the investment community and in our internal evaluation and management of our businesses. Our management believes that
these non-GAAP financial measures and the information they provide are useful to investors since these measures (a) permit investors to
view our performance using the same tools that management uses to evaluate our past performance, reportable business segments and prospects
for future performance, (b) permit investors to compare us with our peers, (c) determine certain elements of management’s incentive
compensation, and (d) provide consistent period-to-period comparisons of the results.
These estimated ranges should not be viewed as a substitute for our
financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Accordingly,
you should not place undue reliance on these ranges. See “Cautionary Note Regarding Forward-Looking Statements” below
for additional information regarding factors that could result in differences between our guidance ranges and the actual financial
and other data we will report for the three- and nine-months ending September 30, 2025, and the fiscal year ending December 31,
2025. The outlook ranges were not prepared with a view toward compliance with published guidelines of the Securities and Exchange
Commission or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation
of prospective financial information. The ranges have been prepared by, and are the responsibility of, management. Our independent
registered public accounting firm, PricewaterhouseCoopers LLP, has not audited, reviewed, examined, compiled nor applied agreed-upon
procedures with respect to the outlook ranges and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other
form of assurance with respect thereto.
Additionally, these non-GAAP financial measures may differ from
similar measures presented by other companies. A reconciliation is not provided for the outlook ranges as we are unable to predict the
amounts to be adjusted, such as the GAAP tax provision and depreciation. Accordingly, we would not be able to make a detailed reconciliation
of these forward-looking financial measures available without unreasonable efforts due to our inability to predict the amount and timing
of these future items.
The information included in this Item 7.01
shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any Company filing under the Securities
Act of 1933 or the Securities Exchange Act of 1934. Any website references provided in this Report are provided for convenience
only, and the content on the referenced website is not incorporated by reference into this Report.
FORWARD-LOOKING STATEMENTS
Certain statements in this Report are “forward-looking”
statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of
historical facts. The words “anticipate,” “believe,” “ensure,” “expect,” “if,”
“intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,”
“outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,”
“may,” “might,” “anticipate,” “likely” “plan,” “positioned,” “strategy,”
and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements.
Specific forward-looking statements in this Report include statements regarding the Company’s expectations and beliefs regarding
its outlook ranges with respect to adjusted EBITDA and service revenue. The forward-looking statements are intended to be subject to the
safe harbor provided by Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934 and the Private Securities
Litigation Reform Act of 1995.
These statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed
or implied by such forward-looking statements, including, among others, (i) economic conditions affecting the industries the Company serves,
including the construction industry and the energy sector, as well as general economic conditions; (ii) the ability and willingness of
customers to invest in infrastructure projects; (iii) a decline in demand for the Company’s services or for the products and services
of their customers; (iv) the fact that the Company’s revenues are derived primarily from contracts with durations of less than six
months and the risk that customers will not renew or enter into new contracts; (v) the Company’s ability to successfully acquire
other businesses, successfully integrate acquired businesses into its operations and manage the risks and potential liabilities associated
with those acquisitions; (vi) the Company’s ability to compete successfully in the industries and markets it serves; (vii) the
Company’s ability to properly manage and accurately estimate costs associated with specific customer projects, in particular for
arrangements with fixed price terms; (viii) increases in the cost, or reductions in the supply, of the materials used in the Company’s
business and for which we bear the risk of such increases; (ix) the inherently dangerous nature of the Company’s services and the
risks of potential liability; (x) the seasonality of the Company’s business and the impact of weather conditions; (xi) the Company’s
ability to remediate any material weaknesses; (xii) the impact of health, safety and environmental laws and regulations, and the costs
associated with compliance with such laws and regulations; (xiii) the Company’s substantial level of indebtedness and the effect
of restrictions on its operations set forth in the documents that govern such indebtedness, (xiv) the Company may fail to realize anticipated
synergies or other benefits expected from the merger with NV5 in the timeframe expected or at all and (xv) the ultimate timing, outcome,
and results of integrating the operations of Acuren and NV5. For a detailed discussion of cautionary statements and risks that may affect
the Company’s future results of operations and financial results, please refer to the Company’s filings with the SEC, including,
but not limited to, the risk factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 which was
filed with the SEC on March 27, 2025, and any amendments thereto, and in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, in each case as may be supplemented
or amended from time to time.
All forward-looking statements speak only as of the date they are made
and are based on information available at that time. Acuren assumes no obligation to update forward-looking statements to reflect circumstances
or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except
as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised
against placing undue reliance on such statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 104 |
|
Cover Page Interactive Data File (embedded within
the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Acuren
Corporation |
| |
| Date: September
30, 2025 |
By: |
/s/
Kristin Schultes |
| |
Name: |
Kristin
Schultes |
| |
Title: |
Chief
Financial Officer |
