[SCHEDULE 13D/A] Acuren Corporation SEC Filing

Rhea-AI Filing Summary

Acuren Corporation's Schedule 13D/A reports that Mariposa Acquisition IX, LLC and Sir Martin E. Franklin updated their ownership disclosure after the transactions contemplated by a Merger Agreement were completed. The amendment states that the issuance of Common Stock in connection with the Merger increased the number of shares outstanding and, solely for that reason, reduced the Reporting Persons' percentage ownership.

The Reporting Persons now beneficially own 19,877,500 shares of Common Stock, representing 9.86% of the class, based on 200,598,758 shares of Common Stock and 1,000,000 shares of Series A Preferred Stock outstanding following the Merger. The Voting Agreement among the parties automatically terminated upon approval of the Acuren stock issuance at the Annual Meeting. The filing also incorporates several agreements as exhibits, including the Joint Filing Agreement, Placing Agreement and Voting Support Agreement.

Positive

• Transparent update of ownership following the Merger, including precise share counts used to calculate the stake
• Substantial beneficial holding of 19,877,500 shares disclosed, representing 9.86% of the outstanding Common Stock

Negative

• Percentage ownership decreased for the Reporting Persons due solely to issuance of additional Common Stock by the Issuer
• Voting Agreement terminated upon approval of the stock issuance, ending previously disclosed voting arrangements

Insights

Financial Analyst

TL;DR: Mariposa/Franklin hold 19.88M Acuren shares (9.86%) after merger-related issuance; ownership percentage fell due to share issuance.

The amendment confirms completion of the Merger Agreement transactions and that the Reporting Persons' percentage ownership was reduced solely because the Issuer issued additional Common Stock. The filing provides updated share counts used to calculate the 9.86% stake and clarifies that dividends and sale proceeds rights remain with the Reporting Persons. For investors, the disclosure updates the ownership baseline but does not assert any new purchases or sales by the Reporting Persons.

Corporate Governance Expert

TL;DR: Disclosure shows a near-10% ownership stake and that the previously effective Voting Agreement terminated following shareholder approval of the stock issuance.

The Schedule 13D/A notes that the Voting Agreement automatically terminated upon approval of the Acuren stock issuance at the Annual Meeting, altering the contractual governance arrangements described in earlier filings. The filing also references the Voting Support Agreement and other contracts as exhibits, providing the documentary basis for prior coordination. This is a material governance update for stakeholders tracking shareholder alignment and contractual voting support.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Acuren Corp

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00510N102

(CUSIP Number)

Mariposa Acquisition IX, LLC
c/o Mariposa Capital, LLC, 500 South Pointe Drive, Suite 240
Miami Beach, FL, 33139
(786) 482-6333

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/07/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 00510N102

1

Name of reporting person

Sir Martin E. Franklin

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 19,877,500.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,877,500.00

11

Aggregate amount beneficially owned by each reporting person

19,877,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.86 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

1. The percentage of Common Stock beneficially owned by the Reporting Person is based on 200,598,758 shares of Common Stock and 1,000,000 shares of Series A Preferred Stock outstanding as of August 6, 2025, following the completion of the transactions contemplated by the Merger Agreement.

SCHEDULE 13D

CUSIP No. 00510N102

1

Name of reporting person

Mariposa Acquisition IX, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 19,877,500.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,877,500.00

11

Aggregate amount beneficially owned by each reporting person

19,877,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.86 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

2. The percentage of Common Stock beneficially owned by the Reporting Person is based on 200,598,758 shares of Common Stock and 1,000,000 shares of Series A Preferred Stock outstanding as of August 6, 2025, following the completion of the transactions contemplated by the Merger Agreement.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Acuren Corp
(c)	Address of Issuer's Principal Executive Offices: 14434 Medical Complex Drive, #100, Tomball, TEXAS , 77377.
Item 1 Comment: This Amendment No. 2 ("Amendment No. 2") amends and supplements the Schedule 13D, originally filed with the Securities and Exchange Commission on February 14, 2025 and amended on May 16, 2025 (as amended, the "Statement"), relating to the common stock, par value $0.0001 per share (the "Common Stock"), of Acuren Corporation (the "Issuer"), a Delaware corporation. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Statement. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings herein as are ascribed to such terms in the Statement.
Item 4.	Purpose of Transaction
	Item 4 of the Statement is supplemented as follows: On August 4, 2025, the Issuer completed the transactions contemplated by the Merger Agreement. Solely as a result of the issuance of shares of Common Stock by the Issuer in connection with the transactions contemplated by the Merger Agreement and the resulting increase in the number of shares of Common Stock outstanding, the Reporting Persons' percentage ownership in the Common Stock decreased. On August 7, 2025, the Issuer notified the Reporting Persons of the number of shares of Common Stock outstanding following the Merger. Pursuant to the terms of the Voting Agreement, the Voting Agreement automatically terminated upon receipt of the approval of the Acuren Stock Issuance at the Annual Meeting of Stockholders of the Issuer on July 31, 2025.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth on the cover pages of this Schedule 13D/A is hereby incorporated by reference into this Item 5.
(b)	The information set forth on the cover pages of this Schedule 13D/A is hereby incorporated by reference into this Item 5.
(c)	The information set forth in Item 4 of this Statement is incorporated by reference herein.
(d)	Except as otherwise described herein, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock of the Issuer reported by this Statement.
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented by the information set forth above in Item 4 which is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A -- Joint Filing Agreement among the Reporting Persons, dated February 14, 2025 (incorporated by reference to Exhibit A to the Schedule 13D/A filed on May 16, 2025, by the Reporting Persons with the SEC). Exhibit B -- Placing Agreement, dated May 17, 2023, by and between the Issuer, certain of its directors and founders, Mariposa, Jefferies International Limited, Jefferies GmbH and UBS AG London Branch (incorporated by reference to Exhibit 10.8 to the Issuer's Registration Statement on Form S-4, as amended (File No. 333-282976)). Exhibit C -- Founder Insider Letter, dated May 17, 2023, by and between the Issuer, its founders and Mariposa (incorporated by reference to Exhibit 10.10 to the Issuer's Registration Statement on Form S-4, as amended (File No. 333-282976)). Exhibit D -- Certificate of Incorporation of the Issuer (incorporated by reference to Exhibit 3.1 to the Issuer's Post-Effective Amendment No. 1 to Registration Statement on Form S-4, as amended (File No. 333-282976), filed with the SEC on December 16, 2024, which contains the terms of the Series A Preferred Stock). Exhibit E -- Voting Support Agreement, by and among NV5 Global, Inc. and Mariposa Acquisition IX, LLC, dated May 14, 2025 (incorporated by reference to Exhibit 10.17 to the Issuer's Registration Statement on Form S-4, as amended (File No. 333-287888)).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Sir Martin E. Franklin

Signature:	/s/ Sir Martin E. Franklin
Name/Title:	Sir Martin E. Franklin
Date:	08/07/2025

Mariposa Acquisition IX, LLC

Signature:	/s/ Sir Martin E. Franklin
Name/Title:	Sir Martin E. Franklin, its Manager
Date:	08/07/2025

FAQ

What stake does Mariposa Acquisition IX, LLC and Sir Martin E. Franklin hold in Acuren (TIC)?

They beneficially own 19,877,500 shares of Common Stock, representing 9.86% of the class following the Merger.

Why did the Reporting Persons' percentage ownership change in the Schedule 13D/A for TIC?

The percentage decreased solely because the Issuer issued additional Common Stock in connection with the Merger, increasing the number of shares outstanding.

Does the filing say the Voting Agreement is still in effect for Acuren (TIC)?

No. The filing states the Voting Agreement automatically terminated upon receipt of approval of the Acuren stock issuance at the Annual Meeting.

What share totals were used to calculate the 9.86% ownership in TIC?

The calculation is based on 200,598,758 shares of Common Stock and 1,000,000 shares of Series A Preferred Stock outstanding following the Merger.

What supporting documents are attached or incorporated in the Schedule 13D/A for TIC?

The filing incorporates several exhibits, including the Joint Filing Agreement, Placing Agreement, Founder Insider Letter, Certificate of Incorporation (terms of Series A Preferred), and the Voting Support Agreement.