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2025-10-05
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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
October 5, 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)
(954) 495-2112
(Registrant’s telephone number, including
area code)
N/A
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of 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 1.01. Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On October 5, 2025, Acuren
Corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with the investor named therein (the “Investor”), for the private placement (the “Private Placement”),
of (i) 17,708,333 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”), at $12.00 per share and (ii) a pre-funded warrant (the “Pre-Funded Warrant,” and together with the
Shares, the “Securities”) to purchase 3,125,000 shares of Common Stock, at $11.9999 per share. The aggregate gross
proceeds of the Private Placement were approximately $250 million, before deducting placement agent fees and other expenses.
The Pre-Funded Warrant has
an exercise price of $0.0001 per share of Common Stock, is immediately exercisable and will remain exercisable until exercised in full.
The Pre-Funded Warrant is exercisable in cash or by means of a cashless exercise. The Investor may not exercise the Pre-Funded Warrant
if the Investor, together with its affiliates, would beneficially own more than 9.99% of the number of shares of Common Stock outstanding
immediately after giving effect to such exercise; provided, however, that a holder may increase or decrease such percentage by giving
61 days’ notice to the Company, but not to any percentage in excess of 19.99%.
The Private Placement closed on October 7, 2025.
The Company intends to use the net proceeds from the Private Placement for general corporate purposes.
Pursuant to the Purchase Agreement, the Company
agreed not to issue any Common Stock or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar
transaction affecting the outstanding Common Stock, for a period of ninety (90) days following the effective date of a registration statement
registering the resale of the Shares, subject to certain exceptions.
The Purchase Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations
of the parties and termination provisions.
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.
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.
Registration Rights Agreement
On October 7, 2025, in connection
with the Purchase Agreement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”)
with the Investor. Pursuant to the Registration Rights Agreement, the Company agreed to prepare and file a registration statement with
the Securities and Exchange Commission (the “SEC”) as soon as reasonably practicable following the date of the Registration
Rights Agreement (but in no event later than the date that is fifteen (15) days after the closing of the Private Placement) for purposes
of registering the resale of the shares of Common Stock issued pursuant to the Purchase Agreement and shares of Common Stock issuable
upon exercise of the Pre-Funded Warrant. The Company agreed to use its commercially reasonable efforts to have the registration statement
declared effective by the SEC within seventy-five (75) days after the initial filing of the registration statement. The Company has also
agreed, among other things, to indemnify the Investor, its members, directors, officers, partners, employees, managers, agents, representatives
and advisors under the registration statement from certain liabilities and to pay all fees and expenses incident to the Company’s
obligations under the Registration Rights Agreement and to keep the registration statement effective until the date that all registrable
securities covered by the registration statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume
or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public
information requirement under Rule 144.
The foregoing description
of the Purchase Agreement, Registration Rights Agreement and the Pre-Funded Warrant is not complete and is qualified in its entirety by
reference to the full text of the Purchase Agreement, Registration Rights Agreement and the Pre-Funded Warrant, which are filed as Exhibits
10.1, 10.2 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 5.03 Amendments to Articles of Incorporation.
On October 7, 2025, the Company filed a Certificate of Amendment
to its Certificate of Incorporation (the “Certificate of Amendment”) with
the Secretary of State of the State of Delaware to change its name from Acuren Corporation to TIC Solutions, Inc., effective at 5:00 p.m.
Eastern Time on October 10, 2025. The Company will begin trading under TIC Solutions, Inc. on October 13, 2025.
A copy of the Certificate of Amendment is filed hereto as Exhibit
3.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On October 6, 2025, the Company
issued a press release announcing the Private Placement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
The information contained in this Item 7.01, including
Exhibit 99.1, is deemed to have been furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated
by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 3.1 |
|
Certificate of Amendment dated October 7, 2025. |
| 4.1 |
|
Pre-Funded Warrant |
| 10.1 |
|
Securities Purchase Agreement, dated October 5, 2025, by and among Acuren Corporation and the investors party thereto |
| 10.2 |
|
Registration Rights Agreement, dated October 7, 2025, by and among Acuren Corporation and the investors party thereto |
| 99.1 |
|
Press release issued by Acuren Corporation on October 6, 2025, related to the Private Placement |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Acuren Corporation |
| |
|
| Date: October 7, 2025 |
By: |
/s/ Kristin Schultes |
| |
|
Name: |
Kristin Schultes |
| |
|
Title: |
Chief Financial Officer |
