As filed with the Securities and Exchange Commission on October 10, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TIC Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware

7389

66-1076867

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

200 South Park Road, Suite 350
Hollywood, Florida 33021

(954) 495-2112

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Kristin Schultes
c/o TIC Solutions, 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)

With a copy to:

Alan Annex, Esq.

Flora R. Perez, Esq.

Brian J. Gavsie, Esq.

Laurie Green, Esq.

Greenberg Traurig, P.A.

401 East Las Olas Boulevard, Suite 2000

Fort Lauderdale, FL 33301

Phone: (954) 765-0500

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ☐	Accelerated filer ☐

Non-accelerated filer ☒	Smaller reporting company ☐

	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 7(a)(2)(B) of the Securities Act. ☒

This registration statement shall hereafter become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933.

The information in this preliminary prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED OCTOBER 10, 2025

TIC Solutions, Inc.

20,833,333 Shares of Common Stock

This prospectus relates to the resale by the selling stockholder identified herein (the “Selling Stockholder”) of up to (i) 17,708,333 shares of our common stock and (ii) 3,125,000 shares of our common stock issuable upon the exercise of a pre-funded warrant with an exercise price of $0.0001 per share (the “Pre-Funded Warrant”). We refer to the shares of common stock registered by this prospectus as the “Resale Shares.”

The Selling Stockholder may sell the Resale Shares described in this prospectus in a number of different ways and at varying prices. We are not selling any Resale Shares under this prospectus and will not receive any of the proceeds from the sale or other disposition of the Resale Shares by the Selling Stockholder. Upon any exercise of the Pre-Funded Warrant by payment of cash, however, we will receive the nominal cash exercise price paid by the holder of the Pre-Funded Warrant. The Selling Stockholder will pay any underwriting discounts and commissions and expenses incurred by them in disposing of the Resale Shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the Resale Shares, and provide more information about how the Selling Stockholder may sell its shares, in each case, as described in the section titled “Plan of Distribution” appearing elsewhere in this prospectus.

The Selling Stockholder may sell any, all or none of the Resale Shares of common stock and we do not know when, or in what amount, the Selling Stockholder may sell the Resale Shares hereunder following the effective date of the registration statement of which this prospectus is a part.

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “TIC.” On October 9, 2025, the closing sales price of our common stock as reported on the NYSE was $13.33 per share. Our warrants issued in connection with our initial public offering (the “Public Warrants”) are listed on the OTCQB under the symbol “TICAW.” On September 30, 2025, which was the last date on which a trade occurred, the closing sales price of our Public Warrants as reported on the OTCQB was $1.11 per warrant.

Investing in our common stock involves risks. See “Risk Factors” beginning on page 10 of this prospectus.

We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. We expect to no longer be an “emerging growth company” effective December 31, 2025. See “Prospectus Summary — Emerging Growth Company.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025

Table of Contents

About This Prospectus		ii
Prospectus Summary		1
The Offering		6
Risk Factors		10
Cautionary Note Regarding Forward-Looking Statements		34
Use of Proceeds		35
Market for Our Common Stock and Related Stockholder Matters		36
Unaudited Pro Forma Condensed Combined Financial Information		37
Management’s Discussion and Analysis of Financial Condition and Results of Operations		53
Our Business		72
Management		79
Executive Officer and Director Compensation		84
Principal Stockholders		89
Selling Stockholder		91
Certain Relationships and Related Party Transactions		92
Description of Capital Stock		94
Plan of Distribution		99
Legal Matters		101
Experts		101
Where You Can Find More Information		101
Index to Consolidated Financial Statements		F-1

About This Prospectus

This prospectus relates to the resale by the Selling Stockholder identified in this prospectus under the caption “Selling Stockholder,” from time to time, of up to an aggregate of 20,833,333 shares of common stock. We are not selling any shares of common stock under this prospectus, and we will not receive any proceeds from the sale of shares of common stock offered hereby by the Selling Stockholder. Upon any exercise of the Pre-Funded Warrant by payment of cash, however, we will receive the nominal cash exercise price paid by the holder of the Pre-Funded Warrant.

You should rely only on the information provided in this prospectus. We have not authorized anyone to provide you with any other information, and we take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. The information contained in this prospectus speaks only as of the date set forth on the cover page and may not reflect subsequent changes in our business, financial condition, results of operations and prospects.

We are not, and the Selling Stockholder is not, making offers to sell these securities in any jurisdiction in which an offer or solicitation is not authorized or permitted or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation. You should read this prospectus in its entirety before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections entitled “Where You Can Find More Information.”

As used in this prospectus, unless otherwise noted or the context otherwise requires, references to: (i) “TIC Solutions,” “we,” “our,” “us,” or “Acuren,” refer to TIC Solutions, Inc. (f/k/a Acuren Corporation) and its consolidated subsidiaries, (ii) the “Acuren Acquisition” refers to our acquisition of ASP Acuren Holdings, Inc. (“ASP Acuren”) on July 30, 2024, in connection with which we changed our name from Admiral Acquisition Limited to Acuren Corporation, (iii) “NV5” refers to NV5 Global, Inc., (iv) the “NV5 Acquisition” refers to our acquisition of NV5 on August 4, 2025, (v) “Predecessor” refers to ASP Acuren Holdings, Inc. for the period from January 1, 2024 to July 29, 2024, (vi) “Successor” refers to TIC Solutions, Inc. for the period from July 30, 2024 to June 30, 2025, and (vii) “ordinary shares” refers to the common equity issued by us from the time of our incorporation on December 15, 2022 until conversion into common stock upon our re-domiciliation as a Delaware corporation on December 16, 2024.

Industry and Market Data

This prospectus includes industry data, forecasts and information that we have prepared based, in part, upon data, forecasts and information obtained from industry publications, surveys and other independent sources available to us. Some data also are based on our good faith estimates, which are derived from management’s knowledge of the industry and from independent sources. These third-party publications and surveys generally state that the information included therein has been obtained from sources believed to be reliable. We have not independently verified any of the data from third-party sources. Similarly, we believe our internal research is reliable, even though such research has not been verified by any independent sources. While we are not aware of any misstatements regarding any such data, forecasts and information presented herein, you should carefully consider the inherent risks and uncertainties associated with the industry and market data contained in this prospectus.

Trademarks

We have proprietary rights to trademarks appearing in this prospectus, which are important to our business, many of which are registered under applicable intellectual property laws. Solely for convenience, trademarks and trade names appearing in this prospectus may appear without the “®” or “™” symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Each trademark, trade name or service mark of any other company appearing in this prospectus is the property of its respective holder.

Unaudited Pro Forma Financial Information

We have included in this prospectus unaudited pro forma financial information based on our historical financial statements and those of NV5. The unaudited pro forma condensed combined balance sheet as of June 30, 2025, combines our historical balance sheets and NV5’s on a pro forma basis as if the NV5 Acquisition and related financing transactions had each been consummated on June 30, 2025. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025 and for the year ended December 31, 2024, combine our historical consolidated statement of operations and the historical consolidated statement of net income of NV5 on a pro forma basis as if the NV5 Acquisition and related financing transactions had each been consummated on January 1, 2024. The unaudited pro forma condensed combined financial information has been prepared in accordance with the basis of preparation described in “Unaudited Pro Forma Financial Information—Notes to the Unaudited Pro Forma Financial Information.”

The unaudited pro forma condensed combined financial information presented herein is for informational purposes only and is not intended to represent or to be indicative of the consolidated results of operations or financial position that we would have reported had the NV5 Acquisition been completed as of the dates set forth in the unaudited pro forma condensed combined financial information, and should not be taken as indicative of our future consolidated results of operations or financial position. The unaudited pro forma financial data has been prepared in accordance with the requirements of Regulation S-X of the Securities Act. However, neither the assumptions underlying the pro forma adjustments nor the resulting pro forma financial information have been audited or reviewed in accordance with any generally accepted auditing standards.

The unaudited pro forma condensed combined financial information should be read in conjunction with both our and NV5’s historical financial statements, which are included in this prospectus.

Prospectus Summary

This summary highlights information included in this prospectus and does not contain all of the information you should consider before investing in shares of our common stock. You should read this entire prospectus carefully, including the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and the related notes included in this prospectus before you decide to invest in shares of our common stock.

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. 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 public- and private-sector clients. Our public-sector clients include federal, state, and municipal agencies, public utilities, transportation authorities, and environmental regulators. Our private-sector clients span industrial, infrastructure, construction, and commercial real estate end markets. 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. We provide these compliance-driven services and focus on the recurring maintenance and operational needs of our customers. On August 4, 2025, we completed our acquisition of NV5, an engineering and consulting services company, and on October 10, 2025, we changed our name from Acuren Corporation to TIC Solutions, Inc.

We are headquartered in Hollywood, Florida and operate from 279 locations, of which 37 are lab facilities. We operate primarily in the United States and Canada, with additional operations in select international markets, including Europe, Asia, and the Middle East.

Our principal executive offices are located at 200 South Park Road, Suite 350, Hollywood, Florida 33021, our telephone number is (954) 495-2112 and we maintain a website with the address www.ticsolutions.com. Our website is not incorporated by reference into this prospectus.

Our Business

We historically have operated our business in two operating segments, U.S. and Canada. Following the NV5 Acquisition, we intend to operate our business across three operating segments: (i) Inspection and Mitigation, (ii) Consulting Engineering, and (iii) Geospatial. We anticipate implementing reporting of these segments in advance of, or commencing with, the first quarter of 2026.

Our Inspection and Mitigation services include Nondestructive Testing (“NDT”) and Rope Access Technician (“RAT”) solutions. 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. 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. 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. We provide engineering and consulting solutions to public- and private-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. 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.

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. 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. 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.

Our 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 believe we have one of the most comprehensive service offerings in the asset integrity, engineering, and geospatial markets. Our portfolio spans nondestructive testing, rope access and mitigation services, destructive laboratory testing, engineering design and consulting, environmental and building systems engineering, and geospatial analytics. This breadth allows us to serve customers across the full life cycle of industrial and infrastructure assets. Our ability to self-perform inspection and mitigation work without outsourcing repair services provides customers with efficient solutions, shorter turnaround times, and reduced downtime.

Technician Availability and Engineering Expertise Across Markets. We believe that our technicians 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. 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. Our materials engineers and laboratory specialists support failure investigation, reliability engineering, corrosion and welding engineering, fracture mechanics, and chemical analysis. This combination of a broad technician workforce and engineering capabilities positions us to serve clients across both industrial and public infrastructure markets throughout the design, commissioning, maintenance, and life-extension phases of asset ownership.

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. 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. NV5 has similarly built long-term relationships with federal, state, and municipal agencies, public utilities, and private-sector clients. By serving as a long-term partner, we gain a deeper understanding of customer needs and technical requirements, which enhances service quality and customer loyalty.

Technology and Innovation. The TICC industry continues to move towards more advanced, automated solutions, requiring service providers to find safer and more cost-efficient inspection and engineering techniques. 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. Some of the advanced inspection technologies we deploy include drone-enabled inspection, advanced ultrasonics, laser scanning, and other solutions for challenging requirements such as work at heights, high temperatures, complex materials, and unusual geometries. In addition, our geospatial services incorporate LiDAR, aerial imagery, remote sensing, and subscription-based software platforms to provide customers with advanced data analytics and long-term monitoring solutions.

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.

Our 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. 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. We expect to continue to increase our customer and site footprint by securing new business at a rate that outpaces market growth.

Public and Private Sector Expansion. A significant portion of our current revenue is derived from public-sector clients, including federal, state, and municipal governments and public utilities. We plan to continue to focus on these markets, which provide reoccurring, compliance-driven demand. At the same time, we intend to expand our penetration of private-sector markets such as utilities, data centers, industrial facilities, and commercial infrastructure, which we believe represent a significant opportunity for future growth.

Expansion of TICC services. We plan to continue to broaden our TICC service offerings by enhancing our core nondestructive testing (NDT), rope access, and laboratory capabilities and by expanding advanced inspection technologies. In addition, through the NV5 acquisition we have broadened our services to include infrastructure engineering, building systems, environmental consulting, and geospatial analytics, which provide additional avenues for growth.

Mergers and Acquisitions. 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 a small number of tuck-in acquisitions each year, generally funded by free cash flow from operations and available borrowings under our credit facilities. We focus on targets that expand our geographic reach, broaden our technical capabilities, or add complementary services, provided they align with our culture of safety and quality. We evaluate potential acquisitions based on expected growth, purchase price, integration feasibility, and scalability of new capabilities through our platform.

Recent Developments

Private Placement

On October 5, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Selling Stockholder in connection with a private placement (the “Private Placement”). Pursuant to the Purchase Agreement, on October 7, 2025, we issued and sold to the Selling Stockholder: (i) 17,708,333 shares of common stock, at $12.00 per share and (ii) a Pre-Funded Warrant to purchase up to 3,125,000 shares of common stock at $11.9999 per share. The aggregate gross proceeds from the Private Placement were approximately $250 million, before deducting placement agent fees and other expenses. We intend to use the net proceeds from the Private Placement for general corporate purposes.

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 holder may not exercise the Pre-Funded Warrant if the holder, 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. However, the holder may increase or decrease such percentage by giving us 61 days’ notice, but not to any percentage in excess of 19.99%.

The Private Placement was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, (the “Securities Act”) as a transaction by an issuer not involving a public offering.

In connection with the closing of the Private Placement, on October 7, 2025 we entered into a registration rights agreement (the “2025 Registration Rights Agreement”) with the Selling Stockholder, pursuant to which, we agreed to prepare and file a registration statement with the SEC as soon as reasonably practicable following the date of the 2025 Registration Rights Agreement (but in no event later than October 22, 2025) for purposes of registering the Resale Shares. We agreed to use commercially reasonable efforts to have the registration statement declared effective by the SEC within 75 days after the initial filing of the registration statement. We have filed the registration statement of which this prospectus forms a part to satisfy the requirement to register the Resale Shares under the 2025 Registration Rights Agreement.

Pursuant to the Purchase Agreement, we 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 90 days following the effective date of the registration statement of which this prospectus forms a part, subject to certain exceptions.

Name Change

On October 10, 2025, we changed our name from Acuren Corporation to TIC Solutions, Inc. The name change is intended to unify our brand and corporate identity following the completion of the NV5 Acquisition.

NV5 Acquisition and Amendment to Credit Facility

On August 4, 2025, we completed the NV5 Acquisition, acquiring NV5 Global, Inc., a global provider of technology, conformity assessment, consulting solutions and software applications to public and private sector clients in the infrastructure, utility services, construction, real estate, environmental and geospatial markets. The aggregate purchase price was approximately $1.7 billion, including the full repayment of NV5’s outstanding debt. On the closing date, we paid total consideration consisting of approximately $618.7 million in cash and the issuance of approximately 79.0 million shares of common stock.

On August 4, 2025, in connection with the NV5 Acquisition, we entered into an amendment to our credit agreement which (i) provided for new term loans in an aggregate principal amount of $875.0 million, which increased the aggregate amount of total term loans outstanding under the senior secured term loan facility of the credit agreement from $769.2 million to $1.6 billion, and (ii) increased the aggregate amount available under the senior secured revolving credit facility of the credit agreement from $75.0 million to $125.0 million. From and after the closing of the NV5 Acquisition, principal payments on the prior term loans under the credit agreement and the new term loans, commencing on September 30, 2025, will be made in quarterly installments on the last day of each fiscal quarter equal to $4.1 million subject to adjustments in accordance with the credit agreement. The term loans will mature on July 30, 2031. The proceeds of the $875.0 million new term loans were used to finance the cash purchase consideration for the NV5 Acquisition and pay transaction costs associated with the amendment to the credit agreement.

Summary Risk Factors

Our business and common stock are subject to many risks, as more fully described in the “Risk Factors” section beginning on page 10 of this prospectus. These risks include, among others:

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The market price of our common stock may experience volatility, including as a result of the NV5 Acquisition;

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We may be required to issue additional shares of common stock, which may dilute your interests in our common stock;

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You may not be able to realize returns on your investment in our securities within a period that you would consider to be reasonable;

	●	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.

	●	The sale of a substantial amount of our common stock, including resale of the shares of common stock by the Selling Stockholder in the public market, could adversely affect the market price of our common stock.

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Our revenues are heavily dependent on certain industries;

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Demand for our services is related to global oil and gas supply, economic downturns and other factors which impact our clients’ current and future spending levels;

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We operate in competitive markets, and if we are unable to compete successfully, we could lose market share and revenues and our margins could decline;

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Our business strategy includes acquiring companies and making investments that complement our existing businesses or expand into adjacent industries. These acquisitions and investments could be unsuccessful or consume significant resources, which could adversely affect our operating results;

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We may be unable to integrate the business of NV5 successfully or realize the anticipated benefits of the acquisition. We may also be the subject of litigation as a result of the NV5 Acquisition;

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Employee, agent or partner misconduct or our overall failure to comply with laws or regulations may adversely impact our reputation and financial results as well as subject us to criminal and civil enforcement actions;

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Our business depends upon the maintenance of our proprietary technologies and information;

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Our failure to win new contracts and renew existing contracts with private and public sector clients may adversely affect our business operations and financial results;

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We derive a portion of our gross revenues from public and quais-public governmental agencies, and any disruption in government funding or in our relationship with these agencies could adversely affect our business;

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Our inability to win or renew government contracts during regulated procurement processes or preferences granted to certain bidders for which we would not qualify could harm our operations and significantly reduce or eliminate our profits;

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A delay in the completion of the budget process of the U.S. and state governments could delay procurement of our services and have an adverse effect on our future revenue;

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As a government contractor, we must comply with various procurement laws and regulations and are subject to regular government audits. A violation of any of these laws and regulations or the failure to pass a government audit could result in sanctions, contract termination, forfeiture of profit, harm to our reputation or loss of our status as an eligible government contractor and could reduce our profits and revenue;

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Our revenue and growth prospects may be harmed if we or our employees are unable to obtain government granted eligibility or other qualifications both we and our employees need to perform services for our customers;

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Our failure to comply with the requirements of export laws and regulations could have a material effect on our financial condition and results of operations;

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We are, and may become, subject to periodic regulatory proceedings, including U.S. Fair Labor Standards Act and state wage and hour class action lawsuits, which may adversely affect our business and financial performance;

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Changes in resource management or infrastructure industry laws, regulations, and programs could directly or indirectly reduce the demand for our services which could in turn negatively impact our revenues;

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The terms of our indebtedness may limit our ability to borrow additional funds or capitalize on business opportunities. In addition, our debt level may limit our future financial and operating flexibility;

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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;

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We maintain our credit facility with a syndicate of financial institutions which include certain covenants and limitations on our operations;

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If our intellectual property rights are unenforceable or become obsolete, or if new intellectual property rights held by a third party become the only or preferred way to perform services we offer, our competitive position could be adversely impacted;

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Our operations and properties are subject to extensive environmental, health and safety regulations;

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We are subject to privacy and data security/protection laws in the jurisdictions in which we operate and may be exposed to substantial costs and liabilities associated with such laws and regulations;

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We may incur substantial additional indebtedness, which could further exacerbate the risks that we may face going forward;

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If we fail to establish and maintain an effective system of internal controls, we may not be able to report our financial results accurately and timely, which could harm our business and adversely affect the value of our business; and

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We identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price.

Emerging Growth Company

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

Further, Section 102(b) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected to opt out of such extended transition period. As a result, we will adopt new or revised accounting standards on the same timeline as other public companies, and we will not be able to revoke such election. This may make comparison of our financial statements with certain other public companies that are taking advantage of the extended transition period difficult or impossible because of the potential differences in accounting standards used.

We expect to no longer be an “emerging growth company” effective December 31, 2025.

The Offering

Issuer	TIC Solutions, Inc., a Delaware corporation.

Shares Offered by the Selling Stockholder	Up to (i) 17,708,333 shares of our common stock and (ii) 3,125,000 shares of our common stock issuable upon the exercise of the Pre-Funded Warrant.

Terms of the Offering	The Selling Stockholder will determine when and how they will sell the shares of common stock offered in this prospectus, as described in “Plan of Distribution.”

Shares Outstanding⁽¹⁾	As of October 7, 2025, there were 220,106,709 shares of our common stock outstanding.

Use of Proceeds	We will not receive any proceeds from the sale of shares of common stock offered by the Selling Stockholder under this prospectus, although we may receive a nominal cash exercise price paid by the holder of the Pre-Funded Warrant. See the section titled “Use of Proceeds.”

Risk Factors	See the section titled “Risk Factors” and other information included in this prospectus for a discussion of factors that you should consider carefully before deciding to invest in our securities.

Listing	Our common stock is listed on the NYSE under the symbol “TIC.” Our Public Warrants are listed on the OTCQB under the symbol “TICAW.”

(1)

The number of issued and outstanding shares of common stock does not include the following, as of October 7, 2025:

●

an aggregate of 1,000,000 shares of our common stock issuable upon conversion of 1,000,000 Series A Preferred Stock;

●

an aggregate of 3,125,000 shares of our common stock issuable upon exercise of the Pre-Funded Warrant;

●

an aggregate of 4,191,219 shares of our common stock issuable upon exercise of 16,764,876 Public Warrants;

●

an aggregate 3,041,776 of shares of our common stock issuable upon settlement of restricted stock units and exercise of stock options; and

●

an aggregate of 14,802,447 shares of our common stock available for future issuance under our equity compensation plans.

Corporate information

Our principal executive offices are located at 200 South Park Road, Suite 350, Hollywood, Florida 33021. Our telephone number is (954) 495-2112. Our website address is www.ticsolutions.com. The information on, or accessible through, our website is not part of this prospectus and should not be relied upon in connection with making any investment decision with respect to the shares of common stock offered by this prospectus.

Summary Historical Financial Data of TIC Solutions

The following table sets forth summary historical financial data for TIC Solutions as of and for the six months ended June 30, 2025 and 2024 and the fiscal years ended December 31, 2024 and 2023.

The summary historical statement of operations data for the Predecessor period from January 1, 2024 to July 29, 2024 and the Successor Period from July 30, 2024 to December 31, 2024 and balance sheet data as of December 31, 2024 were derived from our audited consolidated financial statements included in this prospectus. The summary historical statement of operations data for the six months ended June 30, 2025 (Successor) and 2024 (Predecessor) and balance sheet data as of June 30, 2025 (Successor) were derived from our unaudited condensed consolidated financial statements included in this prospectus. The results for the six months ended June 30, 2025 (Successor) are not necessarily indicative of results to be expected for the fiscal year ending December 31, 2025 (Successor) or any future period or year. The summary historical statement of operations data for the fiscal year ended December 31, 2023, and balance sheet data as of December 31, 2023, were derived from the audited consolidated financial statements of ASP Acuren (prior to the completion of the Acuren Acquisition) included in this prospectus.

The following table should be read in conjunction with “Management’s Discussion and Analysis of Results of Operations and Financial Condition” included in this prospectus. This information is only a summary and should be read together with the consolidated financial statements, the related notes and other financial information included in this prospectus.

	Six Months Ended June 30,						2024
Statement of Operations Data	2025 (Successor)			2024 (Predecessor)			July 30 through December 31 (Successor)			January 1 through July 29 (Predecessor)			Year Ended December 31, 2023 (Predecessor)
(in thousands, except share and per share data)
Service revenue	$	548,140		$	532,354		$	463,527		$	633,866		$	1,050,057
Cost of revenue		430,370			395,887			359,848			471,881			810,534
Gross profit		117,770			136,467			103,679			161,985			239,523
Income (loss) from operations		8,910			33,743			(82,625	)		35,412			54,501
Net loss		(26,026	)		(6,721	)		(105,452	)		(15,703	)		(6,289	)

Weighted-average shares outstanding:
Common stock, basic		121,476,215			–			121,454,845			–			–
Common stock, diluted		122,476,215			–			122,454,845			–			–
Series A Preferred Stock, basic and diluted		1,000,000			–			1,000,000			–			–
Common shares, basic and diluted		–			5,024,802			–			5,024,802			5,024,802
Basic and diluted loss per share:
Common stock	$	(0.21	)	$	–		$	(0.86	)	$	–		$	–
Series A Preferred Stock	$	(0.21	)	$	–		$	(0.86	)	$	–		$	–
Common shares	$	–		$	(1.34	)	$	–		$	(3.13	)	$	(1.25	)

Balance Sheet Data	June 30, 2025 (Successor)		December 31, 2024 (Successor)		December 31, 2023 (Predecessor)
(in thousands)
Total assets	$	2,242,358	$	2,207,739	$	1,262,615
Total liabilities		1,063,295		1,056,567		880,616
Total stockholders’ equity		1,179,063		1,151,172		381,999

Summary Historical Financial Data of NV5

The following table sets forth summary historical financial data for NV5 as of and for the six months ended June 28, 2025 and June 29, 2024 and the fiscal years ended December 28, 2024 and December 30, 2023.

The summary historical statement of operations data for the fiscal years ended December 28, 2024 and December 30, 2023 and the balance sheet data as of December 28, 2024 and December 30, 2023 have been derived from the audited financial statements of NV5 included in this prospectus. The summary historical statement of operations data for the six months ended June 28, 2025 and June 29, 2024 and balance sheet data as of June 28, 2025 were derived from the unaudited condensed consolidated financial statements of NV5 included in this prospectus. The historical results presented below are not necessarily indicative of financial results to be achieved by NV5 after its integration in future periods.

This information is only a summary and should be read together with the consolidated financial statements, the related notes and other financial information included in this prospectus.

Statement of Operations Data	Six Months Ended June 28, 2025		Six Months Ended June 29, 2024		Year Ended December 28, 2024		Year Ended December 30, 2023
(in thousands, except share and per share data)
Gross revenues	$	486,030	$	443,864	$	941,265	$	857,155
Total direct costs		236,136		212,334		458,032		430,909
Gross profit		249,894		231,530		483,233		426,246
Income from operations		9,592		13,127		43,434		59,973
Net income		12,116		5,471		27,979		43,724

Weighted-average shares outstanding:
Common stock, basic		62,449,380		61,259,951		61,636,636		60,344,158
Common stock, diluted		63,521,966		62,630,525		62,879,073		61,897,301
Earnings per share:
Basic	$	0.19	$	0.09	$	0.45	$	0.72
Diluted	$	0.19	$	0.09	$	0.44	$	0.71

Balance Sheet Data	June 28, 2025		December 28, 2024		December 30, 2023
(in thousands)
Total assets	$	1,305,379	$	1,315,356	$	1,184,195
Total liabilities		440,769		482,342		409,289
Total stockholders’ equity		864,610		833,014		774,906

Summary Unaudited Pro Forma Financial Data of TIC Solutions

The following table sets forth summary unaudited pro forma financial data as of and for the six months ended June 30, 2025 and the year ended December 31, 2024, which were derived from our unaudited pro forma condensed combined financial statements included in this prospectus. The summary unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025, and for the year ended December 31, 2024, combine the historical consolidated statement of operations of TIC Solutions and the historical consolidated statement of net income of NV5 on a pro forma basis to give effect to the NV5 Acquisition and related issuance of $875.0 million of new fungible term loans under the Second Amendment to the Credit Agreement as if each had occurred as of June 30, 2025, for purposes of the pro forma balance sheet and January 1, 2024 for purposes of the pro forma statements of operations for the six months ended June 30, 2025, and the year ended December 31, 2024.

The following summary unaudited pro forma financial data is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the relevant transactions had been consummated on the dates indicated, nor are they indicative of future operating results.

	TIC Solutions Pro Forma Combined
Statement of Operations Data	Six Months Ended June 30, 2025			Year Ended December 31, 2024
(in thousands, except share and per share data)
Service revenue	$	1,034,170		$	2,038,658
Cost of revenue		667,490			1,304,792
Gross profit		366,680			733,866
Loss from operations		(3,634	)		(92,264	)
Net loss		(49,759	)		(200,396	)

Weighted-average shares outstanding:
Common stock, basic		194,894,295			194,872,925
Common stock, diluted		195,894,295			195,872,925
Series A Preferred Stock, basic and diluted		1,000,000			1,000,000
Basic and diluted loss per share:
Common stock	$	(0.25	)	$	(1.02	)
Series A Preferred Stock	$	(0.25	)	$	(1.02	)

	TIC Solutions Pro Forma Combined
Balance Sheet Data	June 30, 2025
(in thousands)
Total assets	$	4,279,470
Total liabilities		2,318,748
Total stockholders’ equity		1,960,722

Risk Factors

You should carefully consider the following risks, along with all of the other information provided in this prospectus, before making an investment decision. The following risks are not the only ones we face. Additional risks not presently known to us or that we currently deem immaterial may also materially and adversely affect our business, operations, financial condition and results of operations. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. The risks discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements. See the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to our Common Stock

The market price of our common stock may experience volatility, including as a result of the NV5 Acquisition.

The market price of our commons stock has experienced, and may continue to experience, volatility, including as a result of the NV5 Acquisition. The market price of our common stock also may decline if we do not achieve the perceived benefits and expected synergies of the NV5 Acquisition as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the NV5 Acquisition on our financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts. In addition, subject to applicable securities laws, former NV5 stockholders may seek to sell shares of our common stock held by them. These sales (or the perception that these sales may occur), coupled with the increase in the outstanding number of shares of common stock, may adversely affect the market for, and the market price of, the shares of our common stock.

The market price of our common stock may be affected by developments directly affecting our business, as well as by developments out of our control or not specific to our business. This may affect the price at which you could sell shares of our common stock, and the sale of substantial amounts of our common stock could adversely affect the price of our common stock. Our stock price is likely to continue to be volatile and subject to significant price and volume fluctuations in response to market and other factors, including those described above and elsewhere in this prospectus.

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.

We qualify as an “emerging growth company” as defined in the JOBS Act. As such, we may take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. As a result, our stockholders may not have access to certain information they deem important. We cannot predict if investors will find our securities less attractive because of our status as an emerging growth company and reliance on related exemptions. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and our stock price may be more volatile. We expect to no longer be an “emerging growth company” effective December 31, 2025.

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. 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.

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. In addition, once the Average Price (as defined in our certificate of incorporation) (subject to adjustment in accordance with our certificate of incorporation) for any ten consecutive trading days is at least $11.50, the holders of the Series A Preferred Stock will be entitled to receive in aggregate the Annual Dividend Amount (as defined in our certificate of incorporation) in respect of each Dividend Period (as defined in our certificate of incorporation), payable in shares of common stock. The Annual Dividend Amount (as defined in our certificate of incorporation) will be paid on the relevant payment date by the issue of such number of shares of common stock as is equal to the Annual Dividend Amount divided by the Average Price per share of common stock for the last 10 consecutive trading days of the relevant Dividend Period (the “Dividend Price”).

In the first Dividend Period in which such dividend becomes payable, the Annual Dividend Amount will be equal in value to (i) 20% of the increase in the value of one share of common stock, such increase being calculated as the difference between $10.00 and the Dividend Price, multiplied by (ii) the Preferred Shares Dividend Equivalent (as defined in our certificate of incorporation). In subsequent years, the Annual Dividend Amount will be calculated based on the appreciated Dividend Price compared to the highest Dividend Price previously used in calculating the Annual Dividend Amount.

In the event of a Change of Control (as defined in our certificate of incorporation), 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 (as defined in our certificate of incorporation) payable in common stock.

The precise number of shares of common stock that may be required to be issued pursuant to the terms of the Series A Preferred Stock cannot be ascertained at this time as a result of dividends that may be payable in common stock. 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. This does not take into account any dilution which may occur as a result of any other issuance of common stock pursuant to the other terms of the Series A Preferred Stock and assumes that there is no adjustment (pursuant to the constitute documents) to the rate at which the Series A Preferred Stock convert into common stock.

The issuance of common stock pursuant to the terms of the Series A Preferred Stock may reduce any net return derived from holding common stock compared to any such net return that might otherwise have been derived had we not issued common stock in connection with the payment of the Annual Dividend Amount or upon the conversion of the Series A Preferred 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.

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not intend to declare or pay any dividends on the common stock in the foreseeable future. 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. Capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

You may not be able to realize returns on your investment in our securities within a period that you would consider to be reasonable.

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 our common stock and warrants outstanding, may contribute both to infrequent trading in our securities and to volatile market price movements. Investors should not expect that they will necessarily be able to realize their investment in our securities within a period that they would regard as reasonable. Accordingly, the common stock and warrants may not be suitable for short-term investment. Even if an active trading market develops, the market price for the shares of common stock may fall below the price at which they were purchased.

We may issue additional series of preferred stock in the future, and the terms of such preferred stock may reduce the value of our existing securities.

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 October 7, 2025, we had 1,000,000 shares of Series A Preferred Stock outstanding. 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.

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. 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. 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.

We will be required to issue additional shares of common stock upon the exercise of 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. 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 Pre-Funded Warrant entitles the holder to up to 3,125,000 shares of common stock at a nominal exercise price of $0.0001 per share. Based on the warrants outstanding as of October 7, 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 4,191,219 and the maximum remaining number of shares of common stock that 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). Any exercise of the Public Warrants 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.

The potential for the issuance of additional common stock pursuant to the exercise of the warrants could have an adverse effect on the market price of the common stock.

There can be no assurance that we will be able to provide tax-efficient returns for our stockholders.

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, if any, available for our stockholders. Any change in laws or tax authority practices could also adversely affect any post-tax returns to our stockholders. In addition, we may incur costs in taking steps to mitigate any such adverse effect on any post-tax returns to our stockholders.

Risks Related to this Offering

The sale of a substantial amount of our common stock, including resale of the shares of common stock by the Selling Stockholder in the public market, could adversely affect the market price of our common stock.

We are registering for resale 20,833,333 shares of common stock, including 3,125,000 shares issuable upon the exercise of the Pre-Funded Warrant held by the Selling Stockholder. Sales of substantial amounts of our common stock in the public market, or the perception that such sales might occur, could adversely affect the market price of our common stock. We cannot predict if and when the Selling Stockholder may sell such shares in the public market.

Investors who buy shares at different times will likely pay different prices.

Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. Similarly, the Selling Stockholder may sell such shares at different times and at different prices. Investors may experience a decline in the value of the shares they purchase from the Selling Stockholder in this offering as a result of sales made by us in future transactions to the Selling Stockholder at prices lower than the prices they paid. The Selling Stockholder will have discretion to vary the timing, prices, and number of shares sold in this offering. Investors may experience a decline in the value of their shares of our common stock. The trading price of our common stock has been volatile and subject to wide fluctuations.

As a result of the shutdown of the federal government, we have determined to rely on Section 8(a) of the Securities Act to cause the registration statement of which this prospectus forms a part to become effective automatically. Our reliance on Section 8(a) could result in a number of adverse consequences, including the potential for a need for us to file a post-effective amendment and distribute an updated prospectus to investors, or a stop order issued preventing use of the registration statement, and a corresponding substantial stock price decline, litigation, reputational harm or other negative results.

The registration statement of which this prospectus forms a part is expected to become automatically effective by operation of Section 8(a) of the Securities Act on the 20th calendar day after the registration statement is filed with the SEC, in lieu of the SEC declaring the registration statement effective following the completion of its review. Although our reliance on Section 8(a) does not relieve us and other parties from the responsibility for the adequacy and accuracy of the disclosure set forth in the registration statement and for ensuring that the registration statement complies with applicable requirements, use of Section 8(a) poses a risk that, after the date of this prospectus, we may be required to file a post-effective amendment to the registration statement and distribute an updated prospectus to investors, or otherwise abandon this offering, if changes to the information in this prospectus are required, or if a stop order under Section 8(d) of the Securities Act prevents continued use of the registration statement. These or similar events could cause the trading price of our common stock to decline substantially, result in securities class action or other litigation, and subject us to significant monetary damages, reputational harm and other negative results.

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. 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. Additionally, certain industries and clients have employees represented by unions and could be subject to temporary work stoppages which could impact our activity level.

In addition, we are dependent on clients in the public and quasi-public sector. The demand for our government-related services is generally driven by the level of government program funding. Accordingly, the success and further development of our business depends, in large part, upon the continued funding of these government programs and upon our ability to obtain contracts and perform well under these programs.

Demand for our services is related to global oil and gas supply, economic downturns and other factors which impact our clients’ current and future spending levels.

Our clients in the oil and gas industries account for a substantial portion of our historical revenues. Global oil and gas supply and demand are impacted by several factors including global economic conditions, geopolitical events and conflicts (such as the ongoing military conflict between Russia and Ukraine, the conflict in the Middle East between Hamas and Israel, tariffs or trade barriers imposed on China, Canada and other countries, and other geopolitical issues impacting global trade), widespread public health crises, epidemics and pandemics, and domestic and global inflationary pressures which may reduce the availability of liquidity and credit and, in many cases, reduce demand for our clients’ products. Disruptions or volatility in these markets could also adversely affect our clients’ decisions to fund ongoing maintenance and capital projects, resulting in contract cancellations or suspensions, delays, repurposing of infrastructure, and infrastructure closures. These factors may also adversely affect our ability to collect payment for work that we have previously performed. Such disruptions have, and could in the future, materially and adversely impact our business, results of operations, financial position, credit capacity or cash flows.

In addition, demand for services from state and local government and private clients is cyclical and vulnerable to economic downturns, which may result in clients delaying, curtailing, or canceling proposed and existing projects. Our business traditionally lags the overall recovery in the economy and therefore, may not recover immediately when the economy improves. If the economy weakens or client spending declines, then our revenue, profits, and overall financial condition may deteriorate. State and local government clients may face budget deficits that prohibit them from funding new or existing projects. Difficult financing and economic conditions may cause some of our clients to demand better pricing terms or delay payments for services we perform, thereby increasing the average number of days receivables are outstanding and the potential of increased credit losses on uncollectible invoices. Further, these conditions may result in the inability of some of our clients to pay us for services that we have already performed. If we are not able to reduce our costs quickly enough to respond to the revenue decline from these clients, our operating results may be adversely affected.

We operate in competitive markets, and if we are unable to compete successfully, we could lose market share and revenues and our margins could decline.

Our industry is highly fragmented and intensely competitive. Our competitors are numerous, ranging from small private firms to multi-billion dollar public companies. Some of our competitors have low overhead models and could underprice us in certain markets. Our competitors may offer asset integrity solutions at lower or less profitable rates than we do to attempt to gain market share. Smaller niche competitors with small customer bases could be aggressive in their pricing to retain customers. 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. If we are not able to implement commercially competitive services and products in a timely manner in response to changes in the market, client requirements, competitive pressures, inflationary pressures and technology trends, our business and results of operations could be materially and adversely affected. Likewise, if our proprietary technologies, equipment, facilities, or work processes become obsolete, we may no longer be competitive, and our business and results of operations could be materially and adversely affected.

In addition, contract awards are based primarily on quality of service, relevant experience, staffing capabilities, reputation, geographic presence, stability, and price. The technical and professional aspects of our services generally do not require large upfront capital expenditures and provide limited barriers against new competitors. Many of our competitors have achieved greater market penetration in some of the markets in which we compete and have more personnel, technical, marketing, and financial resources or financial flexibility than we do. As a result of the number of competitors in the industry, our clients may select one of our competitors on a project due to competitive pricing or a specific skill set. These competitive forces could force us to make price concessions or otherwise reduce prices for our services. If we are unable to maintain our competitiveness, our market share, revenue, and profits could decline.

The success of our businesses depends, in part, on our ability to adopt new TICC, asset integrity, and engineering solutions, increase the functionality of our current offerings, expand into adjacent and developing service categories and meet the needs and demands of our customers.

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 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. Also, new regulations or technology standards could increase our cost of doing business.

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. 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.

Our ability to compete successfully in new client markets depends on our ability to continue to deliver innovative, relevant and useful services to our clients in a timely manner. 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. Such investments may not prioritize short-term financial results and may involve significant risks and uncertainties, including encountering new, well-established competitors. We may fail to generate sufficient revenue, operating margin or other value to justify our investments in such new client markets, thereby harming our business, results of operations, financial position and cash flows.

State and other public employee unions, including as a result of our unionized workforce, could adversely affect our operations.

As of August 20, 2025, approximately 10.5% of our employees were covered by 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. Strikes or work stoppages could adversely impact relationships with our customers and could cause us to lose business and experience a decline in revenues. 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. Further, certain of our customers require or prefer a non-union workforce, and they may reduce the amount of work assigned to us if our non-union labor crews become unionized, which could negatively affect our business, financial condition, results of operations and cash flows.

In addition, state and other public employee unions have challenged the validity of propositions, legislation, charters, and other government regulations that allow public agencies to contract with private firms to provide services in the fields of engineering, design, and construction of public improvements that might otherwise be provided by public employees. These challenges could have the effect of eliminating or severely restricting the ability of municipalities to hire private firms and otherwise require them to use union employees to perform the services. If a state or other public employee union is successful in its challenge, this may result in additional litigation which could affect our ability to compete for contracts.

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 train our existing employees. The competition for these individuals is intense. The failure to retain these individuals, or failure to attract new employees, could adversely affect our ability to perform our obligations on our clients’ projects or maintenance and consequently could negatively impact our ability to meet the demand for our products and services. In addition, we may be forced to increase compensation and other incentives to hire and retain employees.

Many of the sites at which our employees work are inherently dangerous workplaces. If we fail to maintain a safe work environment, we may incur losses and lose business.

The services we provide could incur quality of execution issues that may be caused by our workforce personnel and/or components that we purchase from other manufacturers or suppliers. If the quality of our services does not meet our clients’ expectations or satisfaction, then our sales and operating earnings, and, ultimately, our reputation, could be negatively impacted. Additionally, our workers are subject to the normal hazards associated with providing services at industrial facilities. Even with proper safety precautions, these hazards can lead to personal injury, loss of life, destruction of property, plant and equipment, lower employee morale and environmental damage. While we are intensely focused on maintaining a strong safety environment and minimizing the risk of accidents, there can be no assurance that these efforts will be effective. 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. In addition, many of our customers, particularly in the oil and gas and chemical industries, require their inspectors and other contractors working at their facilities to have good safety records because of the inherent danger at these sites. Safety records are impacted by the number and amount of workplace incidents involving a contractor’s employees. As a result, if our safety record is not within the levels required by our customers, or compares unfavorably to our competitors, we could lose business, be prevented from working at certain facilities or suffer other adverse consequences, all of which could negatively impact our business, revenues, reputation and profitability.

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. 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. Although we actively pursue the renewal of our contracts, we cannot assure that we will be able to renew these contracts or that the terms of the renewed contracts will be as favorable as the existing contracts. If we are unable to renew or replace these contracts, or if we renew on less favorable terms, we may suffer a material reduction in revenue and earnings.

Earnings for future periods may be impacted by impairment charges for goodwill and intangible assets.

We carry a significant amount of goodwill and identifiable intangible assets on our consolidated balance sheets. 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. 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.

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. In addition, as a provider of technology, conformity assessment, and consulting solutions, our business is labor intensive and, therefore, our ability to attract, retain, and expand our senior management, sales personnel, and professional and technical staff is an important factor in our future success. The market for qualified scientists, engineers, and sales personnel is competitive and we may not be able to attract and retain such professionals. It may also be difficult to attract and retain qualified individuals in the timeframe demanded by our clients. Furthermore, some of our government contracts may require us to employ only individuals who have particular government security clearance levels. Our failure to attract and retain key individuals could impair our ability to provide services to our clients and conduct our business effectively. The loss or unavailability of any of our executive officers or other key employees could have a material adverse effect on our business operations.

We have entered into agreements with our executive officers and other key employees that contain non-compete provisions to mitigate this risk. We are currently litigating to enforce our rights against certain former employees under these agreements, which litigation is time-consuming and expensive and may ultimately be ineffective. Furthermore, the law governing non-compete agreements and other forms of restrictive covenants varies from jurisdiction to jurisdiction and is unenforceable in some jurisdictions in which we operate. Additionally, the FTC issued a final rule on April 23, 2024, to prohibit employers from imposing non-compete clauses on certain classes of workers. The FTC’s rule would require employers to rescind existing non-compete clauses with non-senior executive workers and actively inform their employees that the contracts are no longer in effect. Although the FTC’s rule is facing legal challenges, we may be unable to enforce our non-compete provisions, potentially resulting in negative impacts to our business.

Our current directors may allocate their time to other businesses, leading to potential conflicts of interest in their determination as to how much time to allocate to our affairs.

None of the current directors, other than Mr. Pizzey and Mr. Heraud, 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. If the directors’ other business affairs require them to devote more substantial amounts of time to such affairs, it could limit their ability to devote time to our affairs and could have a negative impact on our ability to operate the business. In addition, Sir Martin E. Franklin, Mr. Robert A.E. Franklin, Mr. James E. 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. However, there is no formal agreement between us and such entities with respect to the provision of such services or the commitment of any specified amount of time to our business, other than the Consulting Services Agreement with Mariposa Capital, LLC, an affiliate of Sir Martin. We cannot provide any assurance that these conflicts will be resolved in our favor. In addition, although the directors must act in our best interests and owe certain fiduciary duties to us, they are not (or will not be) necessarily obligated under Delaware law to present us with business opportunities.

We cannot confirm that our Founders (as defined below) 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. In addition, our conflicts 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.

As part of our business strategy, we rely on our ability to successfully acquire other businesses, and integrate acquired businesses into our operations, and our inability to do so could adversely affect our business and results of operations. We expect to continue to analyze and evaluate the acquisition of strategic businesses, product lines or technologies with the potential to strengthen our industry position, enhance our existing offerings or expand into adjacent industries. We cannot assure you that we will identify or successfully complete transactions with suitable acquisition candidates in the future. Nor can we assure you that completed acquisitions will be successful.

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. Acquisitions involve numerous other risks, including:

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diversion of management’s time and attention from daily operations;

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difficulties integrating acquired businesses, technologies and personnel into our business;

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inability to obtain required regulatory approvals and/or required financing on favorable terms;

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potential loss of key employees, contractual relationships, or customers of acquired companies or from our existing businesses; and

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assumption of the liabilities, and exposure to unforeseen liabilities, of acquired companies.

Under certain circumstances, it may be difficult for us to complete transactions quickly and to integrate acquired operations efficiently into our current business operations. We cannot assure that we will be able to successfully complete the integration process without substantial costs, delays, disruptions or other operational or financial problems. Failure to successfully integrate acquired businesses could adversely impact our business, financial condition, results of operations and cash flows. Moreover, we may be unable to obtain the strategic or operational benefits that are expected from our acquisitions. Any acquisitions or investments may ultimately harm our business or consolidated financial condition, as such acquisitions may not be successful and may ultimately result in impairment charges.

We may be unable to integrate the business of NV5 successfully or realize the anticipated benefits of the acquisition. We may also be the subject of litigation as a result of the NV5 acquisition.

The combination of two independent businesses is complex, costly and time consuming, and we will be required to devote significant management attention and resources to integrating the business practices and operations of NV5 into our business. Potential difficulties that we may encounter as part of the integration process include the following:

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the inability to achieve, on a timely basis, or at all, the potential enhanced revenue opportunities and cost savings and other synergies and benefits;

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complexities associated with managing the combined businesses, including difficulty addressing possible differences in operational philosophies and the challenge of integrating complex systems, technology, networks and other assets of each of the companies in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies;

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the assumption of contractual obligations with less favorable or more restrictive terms;

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loss of customers, distributors, suppliers, vendors, landlords and other business partners that may not wish to source their needs from a single company; and

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potential unknown liabilities and unforeseen increased expenses or delays.

Any of these issues could adversely affect each company’s ability to maintain relationships with customers, suppliers, employees and other constituencies. The growth and anticipated benefits of the transaction may not be realized fully, or at all, or may take longer to realize than expected. Actual operating, technological, strategic and revenue opportunities, if achieved at all, may be less significant than expected or may take longer to achieve than anticipated. If we are not able to achieve these objectives and realize the anticipated benefits and expected synergies within the anticipated timing or at all, our business, financial condition and operating results may be adversely affected.

In addition, securities class action lawsuits and derivative lawsuits are often brought against public companies that have completed mergers. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition. There can be no assurance that any of the defendants will be successful in the outcome of any pending or any potential future lawsuits. The defense or settlement of any lawsuit or claim may adversely affect our business, financial condition, results of operations and cash flows.

We may experience inflationary pressures in our operating costs and cost overruns on our projects and services.

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. Our profitability for these contracts depends heavily on our ability to make accurate estimates and include guaranteed price increases in the contract in anticipation of increased material costs, if any. 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. Current and future inflationary volatility driven by, among other things, supply chain disruptions and governmental stimulus or fiscal policies as well as geopolitical conflicts such as the ongoing military conflict between Russia and Ukraine and the conflict in the Middle East between Hamas and Israel and other geopolitical issues impacting global trade could further impact our ability to make accurate estimates, which could have an adverse impact on our business, cash flows and profitability. We may also experience increased costs associated with tariffs or trade barriers (including recent U.S. tariffs imposed or threatened to be imposed on the countries in which we operate including, but not limited to, the UK, China, Canada and other countries and any retaliatory actions taken by such countries).

If we fail to complete a project in a timely manner, miss a required performance standard, or otherwise fail to adequately perform on a project, then we may incur a loss on that project, which may reduce or eliminate our overall profitability.

Our engagements often involve large-scale, complex projects. The quality of our performance on such projects depends in large part upon our ability to manage the relationship with our clients, effectively manage the project and deploy appropriate resources, including third-party contractors and our own personnel, in a timely manner. If a project is not completed by the scheduled date or fails to meet required performance standards, we may either incur significant additional costs or be held responsible for the costs incurred by the client to rectify damages due to late completion or failure to achieve the required performance standards. The performance of projects can be affected by a number of factors including unavoidable delays from government inaction, public opposition, inability to obtain financing, weather conditions, unavailability of vendor materials, changes in the project scope of services requested by our clients, industrial accidents, environmental hazards, and labor disruptions. To the extent these events occur, the total costs of the project could exceed our estimates and we could experience reduced profits or, in some cases, incur a loss on a project, which may reduce or eliminate our overall profitability. Further, any defects or errors, or failures to meet our clients’ expectations, could result in claims for damages against us. Our contracts generally limit our liability for damages that arise from negligent acts, errors, mistakes, or omissions in rendering services to our clients. However, we cannot be sure that these contractual provisions will protect us from liability for damages in the event we are sued.

Failure of our sub-consultants to satisfy their obligations to us or other parties, or the inability to maintain these relationships, may adversely impact our business operations and financial results.

We depend, in part, on sub-consultants in conducting our business. There is a risk that we may have disputes with our sub-consultants arising from, among other things, the quality and timeliness of work performed, client concerns, or failure to extend existing task orders or issue new task orders under a subcontract. In addition, if any of our sub-consultants fail to deliver on a timely basis the agreed-upon supplies, go out of business, or fail to perform on a project, our ability to fulfill our obligations may be jeopardized and we may be contractually responsible for the work performed. The absence of qualified sub-consultants with which we have a satisfactory relationship could adversely affect the quality of our service and our ability to perform under some contracts.

We also rely on relationships with other contractors when we act as their sub-consultants or joint venture partner. Our future revenue and growth prospects could be adversely affected if other contractors eliminate or reduce our subcontracts or teaming arrangement relationships with us or if a government agency terminates or reduces these other contractors’ programs, does not award them new contracts, or refuses to pay under a contract.

Employee, agent or partner misconduct or our overall failure to comply with laws or regulations may adversely impact our reputation and financial results as well as subject us to criminal and civil enforcement actions.

Misconduct, fraud, non-compliance with applicable laws and regulations, or other improper activities by one of our employees, agents, or partners could have a significant negative impact on our business and reputation. Such misconduct could include the failure to comply with regulations regarding government procurements, the protection of classified information, bribery and other foreign corrupt practices, pricing of labor and other costs in government contracts, lobbying or similar activities, internal controls over financial reporting, environmental laws, and any other applicable laws or regulations. Our policies mandate compliance with these regulations and laws, and we take precautions to prevent and detect misconduct. However, since our internal controls are subject to inherent limitations, including human error, it is possible that these controls could be intentionally circumvented or become inadequate because of changed conditions. As a result, we cannot assure that our controls will protect us from reckless or criminal acts committed by our employees and agents. Our failure to comply with applicable laws or regulations or acts of misconduct could subject us to fines and penalties, loss of security clearances, and suspension or debarment from contracting, any or all of which could harm our reputation, reduce our revenue and profits, and subject us to criminal and civil enforcement actions.

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 could be party to class and collective actions, along with other complex legal disputes, which could materially impact our business by requiring, among other things, unanticipated management attention, significant attorney’s fees and settlement spend, or operational adjustments implemented in response to a settlement, court order or to mitigate future exposure. 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. 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.

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. Incidents that occur at these large industrial facilities or systems, regardless of fault, may be catastrophic and adversely impact our employees and third parties by causing serious personal injury, loss of life, damage to property or the environment, and interruption of operations. We maintain certain insurance coverage against these risks and other risks associated with our business. Our contracts typically require us to name a client as an additional insured under our insurance policies and indemnify our clients for injury, damage or loss arising out of and in proportion to our negligence in the performance of our services and provide for warranties for materials and workmanship. We maintain a $1.5 million aggregated self-insured retention for professional indemnity coverage. This insurance may not protect us against liability for certain events, including events involving fraud, willful misconduct or gross negligence. We cannot assure you that our insurance will be adequate in risk coverage or policy limits to cover all losses or liabilities that we may incur. Moreover, in the future, due to evolving market conditions, our higher risk profile due to the nature of our operations and claims history, and expected impact on pricing, we cannot assure that we will be able to maintain insurance at levels of risk coverage or policy limits that we deem adequate. Any future damages caused by our products or services that are not covered by insurance or that are in excess of policy limits could have a material adverse effect on our results of operations, financial position or cash flows.

If our clients delay in paying or fail to pay amounts owed to us, our business operations and financial results may be adversely impacted.

Our accounts receivables are a significant asset on our balance sheet. While we take steps to evaluate and manage the credit risks relating to our clients, economic downturns, prevailing interest rates, or other events can adversely affect the markets we serve and our clients’ ability to pay, which could reduce our ability to collect amounts due from clients. If our clients delay in paying or fail to pay us a significant amount of our outstanding receivables, it could have a material adverse effect on our liquidity, results of operations, and financial condition.

Our profitability could suffer if we are not able to maintain adequate utilization of our workforce.

The cost of providing our services, including the extent to which we utilize our workforce, affects our profitability. The rate at which we utilize our workforce is affected by a number of factors, including:

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our ability to transition employees from completed projects to new assignments and to hire and assimilate new employees,

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our ability to forecast demand for our services and thereby maintain an appropriate headcount in each of our geographies and workforces,

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our ability to manage attrition,

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our need to devote time and resources to training, business development, professional development, and other non-chargeable activities, and

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our ability to match the skill sets of our employees to the needs of the marketplace.

If we over-utilize our workforce, our employees may become disengaged, which will impact employee attrition. If we under-utilize our workforce, our profit margin and profitability could suffer.

Our failure to win new contracts and renew existing contracts with private and public sector clients may adversely affect our business operations and financial results.

Our business depends on our ability to win new contracts and renew existing contracts with private and public sector clients. Contract proposals and negotiations are complex and frequently involve a lengthy bidding and selection process, which is affected by a number of factors. These factors include market conditions, financing arrangements, prevailing interest rates, and required governmental approvals. For example, a client may require us to provide a bond or letter of credit to protect the client should it fail to perform under the terms of the contract. If negative market conditions arise, or if we fail to secure adequate financial arrangements or the required government approvals, we may not be able to pursue particular projects, which could adversely affect our profitability.

Losses under lump-sum contracts may adversely impact our business operations and financial results.

Lump-sum contracts typically require the performance of all the work under the contract for a specified lump-sum fee, subject to price adjustments if the scope of the project changes or unforeseen conditions arise. A portion of our revenue was recognized under lump-sum contracts. Lump-sum contracts expose us to a number of risks not inherent in cost-plus and time and material contracts, including underestimation of costs, ambiguities in specifications, unforeseen costs or difficulties, problems with new technologies, delays beyond our control, failures of subcontractors to perform, and economic or other changes that may occur during the contract period. Losses under lump-sum contracts could adversely impact our results of operations.

Hedging against interest rate exposure may adversely affect our earnings, limit our gains or result in losses.

We have entered into, and may in the future enter into, interest rate swap agreements and other interest rate and foreign currency hedging strategies. Our hedging activity will vary in scope based on the level of interest rates and other changing market conditions. Interest rate hedging may fail to protect or could adversely affect us because, among other things:

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interest rate hedging can be expensive, particularly during periods of rising and volatile interest rates;

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available interest rate hedging products may not correspond directly with the risk for which protection is sought;

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the duration of the hedge may not match the duration of the related liability or asset;

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the credit quality of the party owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction;

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the party owing money in the hedging transaction may default on our obligation to pay; and

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we may purchase a hedge that turns out not to be necessary, is ineffective or produces an unintended result, i.e., a hedge that is out of the money.

Any hedging activity we engage in may adversely affect our earnings or result in losses. Therefore, while we may enter into such transactions to seek to reduce interest rate risks, unanticipated changes in interest rates, may result in poorer overall investment performance than if we had not engaged in any such hedging transactions.

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. AI algorithms may be flawed, and datasets may be insufficient. Inappropriate or controversial data practices by us or others could impair the acceptance of AI solutions or subject us to lawsuits and regulatory investigations. These deficiencies could undermine the decisions, predictions or analysis AI applications produce, subjecting us to competitive harm, legal liability and brand or reputational harm.

In addition, the use of AI may increase cybersecurity risks, privacy risks, and operational and technological risks. The technologies underlying AI and their use cases are rapidly developing, and it is not possible to predict all of the legal, operational or technological risks related to the use of AI. Moreover, how AI is used is the subject of evolving review by various U.S. regulatory agencies, including the SEC and the FTC. It is possible that governments may also seek to regulate, limit, or block the use of AI or otherwise impose other restrictions that may hinder the usability or effectiveness of our products and services.

Currency translation risks may have a material impact on our results of operations.

We have operations outside of the United States. The majority of our foreign operations utilize the local currency as their functional currency. Foreign currency transaction gains and losses are included in earnings. Foreign currency transaction exposure arises primarily from the transfer of foreign currency from one subsidiary to another within the group and to foreign currency-denominated trade receivables. 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. 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.

Our business activities may require our employees to travel to and work in countries where there are high security risks, which may result in employee death or injury, repatriation costs or other unforeseen costs.

Certain contracts require that our employees travel to, and work in, high-risk countries that are undergoing political, social and economic upheavals resulting from war, civil unrest, criminal activity, acts of terrorism or public heath crises. As a result, we risk loss of or injury to our employees and may be subject to costs related to employee death or injury, repatriation or other unforeseen circumstances. We may choose or be forced to leave a country with little or no warning due to physical security risks.

If our reports and opinions are not in compliance with professional standards and other regulations, we could be subject to monetary damages and penalties.

We issue reports and opinions to clients based on our professional expertise. Our reports and opinions may need to comply with professional standards, licensing requirements, securities regulations, and other laws and rules governing the performance of professional services in the jurisdiction in which the services are performed. In addition, we could be liable to third parties who use or rely upon our reports or opinions even if we are not contractually bound to those third parties.

Interruptions in the proper functioning of our information systems could disrupt operations and cause increases in costs and/or decreases in revenues.

The proper functioning of our information systems is critical to the successful operation of our 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.

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.

In addition to the disruptions that may occur from interruptions in our information technology systems, cybersecurity threats and sophisticated and targeted cyberattacks pose a risk to our information technology systems and the systems that we design and install. We have established security policies, processes and defenses designed to help identify and protect against intentional and unintentional misappropriation or corruption of our information technology systems, disruption of our operations or the secure operation of the systems we install. Despite these efforts, our information technology systems may be damaged, disrupted or shut down due to attacks by unauthorized access, malicious software, computer viruses, undetected intrusion, hardware failures or other events, and in these circumstances our disaster recovery plans may be ineffective or inadequate. These breaches or intrusions could lead to business interruption, exposure of proprietary or confidential information, data corruption, damage to our reputation, exposure to legal and regulatory proceedings and other costs. Such events could have a material adverse impact on our financial condition, results of operations and cash flows. In addition, we could be adversely affected if any of our significant customers or suppliers experience any similar events that disrupt their business operations or damage their reputation. We maintain monitoring practices and protections of our information technology to reduce these risks and test our systems on an ongoing basis for potential threats. 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. Many of our technologies and information, including trade secrets and internally developed and utilized operating software, are not subject to patent protection. We regularly enter into confidentiality agreements with our key employees, clients, potential clients and other third parties and limit access to and distribution of our trade secrets and other sensitive information. However, these measures may not be adequate to prevent misappropriation of our technologies or to assure that our competitors will not independently develop technologies that are substantially equivalent or superior to our technologies. In addition, the laws of other countries in which we operate may not protect our proprietary rights to the same extent as the laws of the U.S. We are also subject to the risk of adverse claims and litigation alleging infringement of intellectual property rights.

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.

Our operations and those of our customers are susceptible to the occurrence of catastrophic events outside our control, which may include events like epidemics, pandemics and other health crises, severe weather conditions, industrial accidents, and acts of war and terrorism, to name a few. We continue to actively monitor the conflict in the Middle East between Israel and Hamas, and the war between Russia and Ukraine and the sanctions imposed upon Russia in order to assess impacts to our customers and our operations. At this time, we do not believe there is a material impact on our operations, however any future impact of the conflict, and additional sanctions imposed, are uncertain. Any such events could cause a serious business disruption that reduces our customers’ needs or interest in purchasing our asset integrity solutions. In the past, such events have resulted in order cancellations and delays because customer equipment, facilities or operations have been damaged or are not then operational or available. In addition, our results can be adversely impacted by severe winter weather conditions, which can result in lost workdays and temporary closures of customer facilities or outdoor projects. In addition, these events could disrupt commodity prices or financial markets or have other negative macroeconomic impacts which could harm our business.

Risks Related to Government Contracting

A portion of our revenues are derived under multi-year contracts, many of which are appropriated on an annual basis. A portion of our revenues are derived under multi-year contracts, many of which are appropriated on an annual basis. As a result, at the beginning of a project, the related contract may be only partially funded, and additional funding is normally committed only as appropriations are made in each subsequent year. There are several factors that could materially affect our government contracting business, including the following:

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changes in and delays or cancellations of government programs, requirements, or appropriations,

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budget constraints or policy changes delaying or curtailing expenditures related to our services,

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re-competes of government contracts,

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the timing and amount of tax revenue received by federal, state, and local governments, and the overall level of government expenditures,

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curtailment in the use of government contracting firms,

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delays associated with insufficient numbers of government staff to oversee contracts,

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the increasing preference by government agencies for contracting with small and disadvantaged businesses, including the imposition of set percentages of prime and subcontracts for which we would not qualify,

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competing political priorities and changes in the political climate,

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the adoption of new laws or regulations affecting our contracting relationships,

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public sector contracts may be modified, curtailed, or terminated at any time, which could prevent us from recognizing all of our potential revenue and profits from such contracts,

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a dispute with, or improper activity by, any of our subcontractors, and

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general economic or political conditions.

These and other factors could cause government agencies to delay or cancel programs, to reduce their orders under existing contracts, to exercise their rights to terminate contracts, or not to exercise contract options for renewals or extensions. Any of these actions could have a material adverse effect on our revenues or timing of contract payments from these agencies.

Government contracts are awarded through a regulated procurement process. The U.S. Federal government has increasingly relied upon multi-year contracts with pre-established terms and conditions, such as indefinite delivery/indefinite quantity (“IDIQ”) contracts, which generally require those contractors who have previously been awarded the IDIQ to engage in an additional competitive bidding process before a task order is issued. The increased competition may require us to make efforts to reduce costs to realize revenue and profits under government contracts. If we are not successful in reducing the amount of costs we incur, our profitability on government contracts will be negatively impacted. The U.S. Federal government has also increased its use of IDIQs in which the client qualifies multiple contractors for a specific program and then awards specific task orders or projects among the qualified contractors. As a result, new work awards tend to be smaller and of shorter duration, since the orders represent individual tasks rather than large, programmatic assignments. In addition, even if we are qualified to work on a government contract, we may not be awarded certain contracts because of existing government policies designed to protect small businesses and underrepresented minority contractors. The federal government has in the past announced specific statutory goals regarding awarding prime and subcontracts to small businesses, women-owned small businesses, and small disadvantaged businesses, which may obligate us to involve such businesses as subcontractors with respect to these contracts at lower margins than when if we use our own professionals.

A delay in the completion of the budget process of the U.S. and state governments could delay procurement of our services and have a material adverse effect on our future revenue.

We provide services to the U.S. government. The U.S. government’s inability to agree on a long-term budget and deficit reduction plan has resulted, and may again in the future result, in a government shutdown. In addition, federal government employees recently have been subject to termination in connection with cost reduction efforts. If a prolonged government shutdown or significant reduction in force of federal government employees occurs, government agencies may delay or forgo the procurement of services, which could have a material adverse effect on our business and future revenue.

In addition, the state of California has historically been and is a key geographic region for a portion of our business. The timing and accessibility of budgetary funding, changes in state funding allocations to local agencies and municipalities, or other delays in purchasing for, or commencement of, projects may have a negative impact on our gross revenues and net income.

We must comply with and are affected by U.S. Federal, state, local, and foreign laws and regulations relating to the formation, administration, and performance of government contracts. For example, we must comply with defective-pricing clauses found within the Federal Acquisition Regulation (“FAR”), the Truth in Negotiations Act, Cost Accounting Standards (“CAS”), the Services Contract Act, and the U.S. Department of Defense security regulations, as well as many other rules and regulations. In addition, we must also comply with other government regulations related to employment practices, environmental protection, health and safety, tax, accounting, and anti-fraud measures, as well as many other regulations in order to maintain our government contractor status. These laws and regulations affect how we do business with our clients and, in some instances, impose additional costs on our business operations. Although we take precautions to prevent and deter fraud, misconduct, and non-compliance, we face the risk that our employees or outside partners may engage in misconduct, fraud, or other improper activities. Government agencies routinely audit and investigate government contractors. These government agencies review and audit a government contractor’s performance under its contracts and cost structure and evaluate compliance with applicable laws, regulations, and standards. In addition, during the course of its audits, such agencies may question our incurred project costs. If such agencies believe we have accounted for such costs in a manner inconsistent with the requirements for FAR or CAS, the agency auditor may recommend to our U.S. government corporate administrative contracting officer that it disallow such costs. Historically, we have not experienced significant disallowed costs as a result of government audits. However, we cannot assure that such government audits will not result in a material disallowance for incurred costs in the future. In addition, government contracts are subject to a variety of other requirements relating to the formation, administration, performance, and accounting for these contracts. We may also be subject to qui tam litigation brought by private individuals on behalf of the government under the Federal Civil False Claims Act, which could include claims for treble damages. Government contract violations could result in the imposition of civil and criminal penalties or sanctions, contract termination, forfeiture of profit, or suspension of payment, any of which could make us lose our status as an eligible government contractor. We could also suffer serious harm to our reputation. Any interruption or termination of our government contractor status could reduce our profits and revenue significantly.

A number of government programs require contractors to have certain kinds of government granted eligibility, such as security clearance credentials. Depending on the project, eligibility can be difficult and time-consuming to obtain. If we or our employees are unable to obtain or retain the necessary eligibility, we may not be able to win new business, and our existing customers could terminate their contracts with us or decide not to renew them. To the extent we cannot obtain or maintain the required security clearances for our employees working on a particular contract, we may not derive the revenue or profit anticipated from such contract.

Risks Related to Regulation

Our failure to comply with the requirements of export laws and regulations could have a material effect on our financial condition and results of operations.

We may, from time to time, receive technical data from third parties and/or test commodities subject to the International Traffic and Arms Regulations (“ITAR”), Export Administration Regulations (“EAR”), and trade sanctions against embargoed countries to the extent we export technical services, data, product and equipment outside of the U.S. We are required to maintain ITAR and EAR compliant policies and procedures. If we fail to comply with these requirements we could lose our registrations, and face civil or criminal sanctions, including fines, suspension, or debarment of U.S. government contracts which may cause some of our customers to choose a different supplier for the services we provide.

We are, and may become, subject to periodic regulatory proceedings, including U.S. Fair Labor Standards Act (“FLSA”) and state wage and hour class action lawsuits, which may adversely affect our business and financial performance.

Pending and future wage and hour litigation, including claims relating to the U.S. FLSA, analogous state laws, or other state wage and hour laws could result in significant attorney’s fees and settlement costs. 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. 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.

Some of our services are directly or indirectly impacted by changes in U.S. Federal, state, local, or foreign laws and regulations pertaining to resource management, infrastructure, and the environment. In addition, growing concerns about climate change may result in the imposition of additional regulations, international protocols, or other restrictions on emissions. Accordingly, such additional laws and regulations or a relaxation or repeal of existing laws and regulations, or changes in governmental policies regarding the funding, implementation, or enforcement of these programs, could result in a decline in demand for our services, which could in turn negatively impact our revenues.

Demand for our businesses can be materially affected by governmental regulation.

Our customersoperate in regulated industries and are subject to regulations that can change frequently and without notice. The adoption of new laws or regulations, or changes to the enforcement or interpretation of existing laws or regulations, could cause our customers to reduce spending on the services that we provide, which could adversely affect our revenues, results of operations, and liquidity. Delays in implementing anticipated regulations or reversals of previously adopted regulations could adversely affect demand for our services.

Our failure to comply with the regulations of the Occupational Safety and Health Administration (“OSHA”), and other state and local agencies that oversee safety and transportation compliance could reduce our revenue, profitability and liquidity.

The Occupational Safety and Health Act of 1970, as amended, establishes certain employer responsibilities, including maintenance of a workplace free of recognized hazards likely to cause death or serious injury, compliance with standards promulgated by OSHA and various recordkeeping, disclosure and procedural requirements. Various standards, including standards for notices of hazards and safety in excavation and demolition work, may apply to our operations. We incur capital and operating expenditures and other costs in the ordinary course of business in complying with OSHA and other state and local laws and regulations, and could incur penalties and fines in the future, including, in extreme cases, criminal sanctions.

While we invest substantial resources in occupational health and safety programs, the various industries in which we provide asset integrity solutions involve a high degree of operational risk, and there can be no assurance that we will avoid significant liability. Although we have taken what we believe to be appropriate precautions, we have had employee injuries in the past, and our employees may suffer additional injuries or fatalities in the future. Serious accidents of this nature may subject us to substantial penalties, civil litigation or criminal prosecution. Personal injury claims for damages, including for bodily injury or loss of life, could result in substantial costs and liabilities, which could materially and adversely affect our financial condition, results of operations 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 us, which could materially adversely affect our liquidity, cash flows and results of operations. If we were not able to successfully resolve such issues, our ability to service our customers could be damaged, which could lead to a material adverse effect on our results of operations, cash flows and liquidity.

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. 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. These hazards, among others, can cause personal injuries and loss of life, severe damage to or destruction of property and equipment and other consequential damages and could lead to suspension of operations and large damage claims which could, in some cases, substantially exceed the amount we charge for the associated services. Our safety processes and procedures are monitored by various agencies and ratings bureaus. The occurrence of accidents in the course of our business could result in significant liabilities, employee turnover, increase the costs of our projects or harm our ability to perform under our contracts or enter into new customer contracts, all of which could materially adversely affect our profitability and our financial condition.

We are subject to many laws and regulations in the jurisdictions in which we operate, and changes to such laws and regulations may result in additional costs and impact our operations.

We are committed to upholding the highest standards of corporate governance and legal compliance. We are subject to many laws and regulations in the jurisdictions in which we operate. We are also subject to various laws and regulations that apply specifically to U.S. public companies. 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. 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. These additional requirements impose significant additional costs on us and may divert management’s attention and affect our ability to attract and retain qualified executive officers and board members. New laws, rules and regulations, or changes to existing laws or their interpretations, could create added legal and financial costs and uncertainty for us. In addition, our United Kingdom and Canadian operations are subject to laws and regulations that are in some cases different from those of the United Sates, including labor laws such as the U.K. Bribery Act, the Modern Slavery Act and laws and regulations governing information collected from employees, customers and others, specifically the UK General Data Protection Regulation. Our efforts to comply with evolving laws, regulations and reporting standards may increase our general and administrative expenses, divert management time and attention or limit our operational flexibility, all of which could have a material adverse effect on our financial position and results of operations.

We utilize a variety of intellectual property rights while performing our services. We view our portfolio of proprietary energized services tools and techniques and other process and design technologies as our competitive strengths, which we believe differentiate our service offerings. We may not be able to successfully preserve these intellectual property rights in the future, and these rights could be invalidated, circumvented or challenged. If we are unable to protect and maintain our intellectual property rights, or if intellectual property challenges or infringement proceedings succeed against us, our ability to differentiate our service offerings could be reduced. Further, if our intellectual property rights or work processes become obsolete, we may not be able to differentiate our service offerings and some of our competitors may be able to offer more attractive services to our customers, which could materially and adversely affect our business, financial condition, results of operations and cash flows. We may also license certain technologies from third parties, and there is a risk that our relationships with such licensors may terminate or expire or may be interrupted or harmed.

Our operations and properties are subject to extensive environmental, health and safety regulations.

We are subject to a variety of U.S. federal, state, local and international laws and regulations relating to the environment and worker health and safety, among other things. These laws and regulations are complex, change frequently, are becoming increasingly stringent, and can impose substantial sanctions for violations or require operational changes that may limit our services. 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. Environmental laws and regulations generally impose limitations and standards for the characterization, handling, disposal, discharge or emission of regulated materials and require us to obtain permits and comply with various other requirements. The improper characterization, handling, or disposal of regulated materials or any other failure by us to comply with increasingly complex and strictly-enforced federal, state, local, and international environmental, health and safety laws and regulations or associated permits could subject us to the assessment of administrative, civil and/or criminal penalties, the imposition of investigatory or remedial obligations or capital expenditure requirements, or the issuance of injunctions that could restrict or prevent our ability to operate our business and complete contracted services. A defect in our services or faulty workmanship could result in an environmental liability if, as a result of the defect or faulty workmanship, a contaminant is released into the environment. In addition, the modification or interpretation of existing environmental, health and safety laws or regulations, the more vigorous enforcement of existing laws or regulations, or the adoption of new laws or regulations may also negatively impact industries in which our clients operate, which in turn could have a negative impact on us.

We are subject to privacy and data security/protection laws in the jurisdictions in which we operate and may be exposed to substantial costs and liabilities associated with such laws and regulations.

We are required to manage and protect sensitive and confidential information, including federal and other government information, from disclosure. The regulatory environment surrounding information security and privacy is increasingly demanding, with frequent imposition of new and changing requirements. Compliance with changes in privacy and information security laws and standards may result in significant expense due to increased investment in technology and the development of new operational processes, which could have a material adverse effect on our financial condition and results of operations. 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.

In the foreign jurisdictions in which we operate, an increasing number of laws, regulations, and industry standards govern data privacy and security. For example, the European Union’s General Data Protection Regulation (“EU GDPR”), the United Kingdom’s GDPR, and Brazil’s General Data Protection Law (Lei Geral de Proteção de Dados Pessoais, or “LGPD”) (Law No. 13,709/2018) impose strict requirements for processing personal data. For example, the EU GDPR extends the scope of the European Union data protection laws to all companies processing data of European Union residents, regardless of the company’s location. In the ordinary course of business, we may transfer personal data from Europe and other jurisdictions to the United States or other countries. Europe and other jurisdictions have enacted laws requiring data to be localized or limiting the transfer of personal data to other countries. In particular, the European Economic Area (“EEA”) and the UK have significantly restricted the transfer of personal data to the United States and other countries whose privacy laws it generally believes are inadequate.

Although there are currently various mechanisms that may be used to transfer personal data from the EEA and UK to the United States in compliance with law, such as the EEA and UK’s standard contractual clauses, the UK’s International Data Transfer Agreement / Addendum, and the EU-U.S. Data Privacy Framework (which allows for transfers for relevant U.S.-based organizations who self-certify compliance and participate in the Framework), these mechanisms are subject to legal challenges, and there is no assurance that we can satisfy or rely on these measures to lawfully transfer personal data to the United States. If there is no lawful manner for us to transfer personal data from the EEA, the UK, or other jurisdictions to the United States, or if the requirements for a legally-compliant transfer are too onerous, we could face significant adverse consequences, including the interruption or degradation of our operations, the need to relocate part of or all of our business or data processing activities to other jurisdictions at significant expense, increased exposure to regulatory actions, substantial fines and penalties, the inability to transfer data and work with partners, vendors and other third parties, and injunctions against our processing or transferring of personal data necessary to operate its business. Additionally, companies that transfer personal data out of the EEA and UK to other jurisdictions, particularly to the United States, are subject to increased scrutiny from regulators, individual litigants, and activist groups.

Our business is subject to risks arising from climate change, including climate change legislation or regulations restricting emissions of “greenhouse gases,” changes in consumer preferences and technology and physical impacts of climate change, all of which could have a negative impact on our business and results of operations.

There has been an increased focus in the last several years on climate change in response to findings that emissions of carbon dioxide, methane and other greenhouse gases present an endangerment to public health and the environment. As a result, there have been a variety of regulatory developments, proposals or requirements and legislative initiatives that have been introduced in the United States and other parts of the world that are focused on restricting the emission of greenhouse gases and enhancing greenhouse gas emissions disclosure requirements, including the SEC’s proposed rule on climate change disclosure, increased fuel efficiency standards, carbon taxes or cap and trade systems, restrictive permitting and incentives for renewable energy. The adoption of new or more stringent legislation or regulatory programs limiting greenhouse gas emissions from clients, particularly those in refining and petrochemical industries, for whom we provide asset integrity services, or reducing the demand for those clients’ products, could in turn affect demand for our products and services. Additionally, some of our clients are modifying their plants and facilities and may adopt new technology in efforts to better align their operations and products with energy transition issues, but there is no assurance that such modified facilities or technological advancements will require the same level of services and products that we currently provide.

Scientists have concluded that increasing greenhouse gas concentrations in the atmosphere may produce physical effects of climate change, such as increased severity and frequency of storms, droughts, floods and other climate events. Such climate events have the potential to adversely affect our operations or those of our clients or suppliers, including by delaying our ability to provide asset integrity services because a customer is forced to postpone service due to weather, disrupting our supply chain and causing our suppliers to incur significant costs in responding to such impacts, which in turn could have a negative effect on us, including by adversely impacting our results of operations, financial condition and cash flows. 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.

Risks Related to our Finances and Indebtedness

As of June 30, 2025, we had approximately $769.2 million of indebtedness outstanding under our Credit Facility and had finance lease obligations outstanding of $32.0 million. In connection with the NV5 Acquisition, we amended our Credit Facility to (i) include new term loans in an aggregate principal amount of $875.0 million and (ii) increase the aggregate amount of the senior secured revolving credit facility to $125.0 million.

The amount of our current or future indebtedness could have significant effects on our operations, including, among other things:

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a significant portion of our cash flow will be dedicated to the payment of principal and interest on our indebtedness and may not be available for other purposes, including the payment of distributions on our common stock and capital expenditures;

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credit rating agencies may view our debt level negatively;

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covenants contained in our existing debt arrangements will require us to continue to meet financial tests that may adversely affect our flexibility in planning for and reacting to changes in our business;

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Our ability to obtain additional financing for working capital, capital expenditures, acquisitions and general partnership purposes may be limited;

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We may be at a competitive disadvantage relative to similar companies that have less debt; and

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We may be more vulnerable to adverse economic and industry conditions as a result of our significant debt level.

The Credit Facility prohibits distributions on, or purchases or redemptions of, securities if any default or event of default is continuing. In addition, the Credit Facility contains various covenants limiting our ability to, among other things, incur indebtedness if certain financial ratios are not maintained, grant liens, engage in transactions with affiliates, enter into sale-leaseback transactions, and sell substantially all of our assets or enter into a merger or consolidation. 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.

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. Moreover, if lenders or any future credit rating agency downgrade our credit rating, then we could experience increases in our borrowing costs, face difficulty accessing capital markets or incurring additional indebtedness or suffer a reduction in the market price of our common stock. If we are unable to access the capital markets on favorable terms at the time a debt obligation becomes due in the future. The price and terms upon which we might receive such extensions or additional bank credit, if at all, could be more onerous than those contained in existing debt agreements. Any such arrangements could, in turn, increase the risk that our leverage may adversely affect our future financial and operating flexibility and thereby impact our ability to pay cash distributions at expected rates.

We maintain the Credit Facility with a syndicate of financial institutions which include certain covenants and limitations on our operations.

We and certain of our direct and indirect subsidiaries are parties to the Credit Facility. The Credit Facility is secured by a first priority lien over substantially all of our assets, including a pledge of 100% of the capital stock of our U.S. and Canadian subsidiaries, and is guaranteed by our U.S. and Canadian subsidiaries.

We are required to comply with specified financial and operating covenants and to make scheduled repayments under the Credit Facility, which may limit our ability to operate our business. 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. We might not have sufficient working capital or liquidity to satisfy any repayment obligations in the event of an acceleration of those obligations. In addition, if we are not in compliance with the financial and operating covenants at the time that we wish to borrow funds, we will be unable to borrow funds.

We may incur substantial additional indebtedness, which could further exacerbate the risks that we may face going forward.

Subject to the restrictions in the Credit Facility, we may incur substantial additional indebtedness (including secured indebtedness). 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.

Any material increase in our level of indebtedness may have several important effects on our future operations, including, without limitation:

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we would have additional cash requirements in order to support the payment of interest on our outstanding indebtedness;

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increases in our outstanding indebtedness and leverage would increase our vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure; and

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depending on the levels of our outstanding indebtedness, our ability to obtain additional financing for working capital, capital expenditures and general purposes could be limited.

Interest payments for borrowings on the Credit Facility are based on floating rates. As a result, an increase in interest rates will reduce our cash flow available for other corporate purposes.

Rising interest rates also could limit our ability to refinance existing indebtedness when it matures and increase interest costs on any indebtedness that is refinanced. We may from time to time enter into agreements such as floating-to-fixed interest rate swaps, caps, floors and other hedging contracts in order to fully or partially hedge against the cash flow effects of changes in interest rates for floating rate debt. These agreements expose us to the risk that other parties to the agreements will not perform or that the agreements will be unenforceable.

We may need additional capital in the future for working capital, capital expenditures or acquisitions, and we may not be able to access capital on favorable terms, or at all, which would impair our ability to operate our business or achieve our growth objectives.

Our ability to generate cash is essential for the funding of our operations and the servicing of our debt. If existing cash balances together with the borrowing capacity under our credit facilities were not sufficient to make future investments, make acquisitions or provide needed working capital, we may require financing from other sources. Our ability to obtain such additional financing in the future will depend on a number of factors including prevailing capital market conditions, conditions in our industry, and our operating results. These factors may affect our ability to arrange additional financing on terms that are acceptable to us. If additional funds were not available on acceptable terms, we may not be able to make future investments, take advantage of acquisitions or pursue other opportunities.

Our financial results are based, in part, upon estimates and assumptions that may differ from actual results. In addition, changes in accounting principles may cause unexpected fluctuations in our reported financial information.

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. These estimates and assumptions must be made because certain information used in the preparation of our consolidated financial statements is either dependent on future events or cannot be calculated with a high degree of precision from data available. In some cases, these estimates are particularly uncertain, and we must exercise significant judgment. 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.

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. 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. We cannot predict the effect of future changes to accounting principles, which could have a significant effect on our reported financial results and/or our results of operations, cash flows and liquidity.

We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the rules and regulations and the listing standards of the NYSE. Accordingly, we are required to establish and maintain internal controls over financial reporting and disclosure controls and procedures and to comply with other requirements. Even when such controls are implemented, management will not be able to guarantee that our internal controls and disclosure controls and procedures will prevent all possible errors. Because of the inherent limitations in all control systems, no system of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our business have been detected. These inherent limitations include the possibility that judgments in decision-making can be faulty and subject to simple error or mistake. Furthermore, controls can be circumvented by individual acts of some persons, by collusion of two or more persons, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any system of controls may not succeed in achieving our stated goals under all potential future conditions. Over time, measures of control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

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, which as of June 30, 2025, have yet to be remediated.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. We are required to design and maintain adequate internal control over financial reporting in order to comply with the SEC’s rules and regulations. Prior to December 16, 2024, we and our independent registered public accounting firm were not required to and did not perform an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024 and 2023.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. We cannot assure you that we have identified all, or that we will not in the future have additional, material weaknesses. If we fail to remediate any material weaknesses or if we otherwise fail to establish and maintain effective internal control over financial reporting, our ability to accurately and timely report our financial results could be adversely affected.

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. 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. This material weakness contributed to the following two additional material weaknesses:

	●	we did not design and maintain effective controls related to the year-end financial reporting process, including designing and maintaining formal accounting policies, procedures and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures;

	●	further, we did not design and maintain controls over the preparation and review of account reconciliations and journal entries, including maintaining appropriate segregation of duties.

These material weaknesses resulted in the misstatement of our provision (benefit) for income taxes and deferred tax liabilities and related financial statement disclosures which resulted in the restatement of our financial statements for the predecessor period from January 1, 2024 to July 29, 2024. 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. Additionally, these material weaknesses could result in a misstatement of substantially all of our 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. Specifically, we did not design and maintain:

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User access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel;

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Program change management controls to ensure that information technology program and data changes are identified, tested, authorized, and implemented appropriately;

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Computer operations controls to ensure that processing and transfer of data, and data backups and recovery are monitored; and

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Program development controls to ensure that new software development is tested, authorized and implemented appropriately.

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. 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. The material weaknesses will not be considered remediated until management designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective. We will monitor the effectiveness of our remediation plans and will make changes management determines to be appropriate.

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.

Cautionary Note Regarding Forward-Looking Statements

This prospectus contains “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Generally, you can identify forward-looking statements by terminology such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would,” and similar expressions or expressions of the negative of these terms. These forward-looking statements are based on our current expectations and assumptions and on information currently available to management and include, among others, statements regarding: (i) our beliefs and expectations with respect to our business and growth strategies and competitive strengths; (ii) our competition; (iii) our acquisition opportunities and ability to execute on and successfully integrate strategic acquisitions; (iv) the recurring and repeat nature of our business; (v) industry trends and their impact on our business; (vi) growing our business, both organically and through acquisitions; (vii) customer relationships and plans to grow existing business and expand service offerings; (viii) the sufficiency of our properties and facilities; (ix) our safety management systems and other labor matters; (x) the adequacy of our insurance coverage; (xi) legal, accounting and tax matters; (xii) our operating segments; (xiii) the use of proceeds; and (xiv) the sufficiency of our current sources of liquidity to fund our future liquidity requirements, the types of future liquidity requirements and availability of future sources of liquidity.

These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including those described in “Risk Factors” beginning on page 10 of this prospectus, and are based upon current information and expectations. Actual results may differ materially from those anticipated if the information on which those estimates were based ultimately proves to be incorrect or as a result of certain risks and uncertainties that could cause our actual results to differ materially from the results expressed or implied by such statements including, but not limited to, the following: (i) economic conditions affecting our industry, 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 our services or for the products and services of our customers; (iv) the fact that our revenues are derived primarily from contracts with durations of less than six months and under lump-sum contracts and the risk that customers will not renew or enter into new contracts; (v) our ability to successfully realize the anticipated synergies or other benefits expected from the NV5 Acquisition in the timeframe expected, or at all; (vi) our ability to manage the risks and potential liabilities associated with litigation relating to the NV5 Acquisition; (vii) our ability to compete successfully in the industries and markets we serve; (viii) our ability to properly manage and accurately estimate costs associated with specific customer projects, in particular for arrangements with fixed price terms; (ix) increases in the cost, or reductions in the supply, of the materials used in our business and for which we bear the risk of such increases; (x) the inherently dangerous nature of the services we provide and the risks of potential liability; (xi) the seasonality of our business and the impact of weather conditions; (xii) our ability to remediate any material weaknesses; (xiii) the impact of health, safety and environmental laws and regulations, and the costs associated with compliance with such laws and regulations; (xiv) our indebtedness increased upon completion of the NV5 Acquisition and may have the effect of heightening other risks; (xv) the effect of restrictions on our operations set forth in the documents that govern such indebtedness; (xvi) we may fail to successfully acquire other businesses, successfully integrate acquired businesses into our operations or successfully manage the risks and potential liabilities associated with such acquisitions; (xvii) our ability to complete a project in a timely manner and adequately perform on a project; (xviii) our, and our employees, ability to maintain eligibility and qualifications to perform services for our customers; (xix) our, and our employees’, compliance with laws and regulations governing our business; (xx) our ability to protect and enforce our intellectual property rights; and (xxi) geopolitical events and uncertainty, including the effects of the U.S. federal government shutdown.

The forward-looking statements contained in this prospectus represent our judgment as of the date of this prospectus. We caution readers not to place undue reliance on such statements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

Use of Proceeds

We are not selling any securities under this prospectus, and we will not receive any proceeds from the sale of the Resale Shares covered hereby. The net proceeds from the sale of the Resale Shares offered by this prospectus will be received by the Selling Stockholder. Some of the shares of common stock offered hereby are issuable upon the exercise of the Pre-Funded Warrant. Upon any exercise of the Pre-Funded Warrant by payment of cash, we will receive the nominal cash exercise price paid by the holder of the Pre-Funded Warrant. We intend to use those proceeds, if any, for general corporate purposes.

Subject to limited exceptions, the Selling Stockholder will pay any underwriting discounts and commissions and expenses incurred by the Selling Stockholder for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Stockholder in disposing of any of the Resale Shares. We will bear the costs, fees and expenses incurred in effecting the registration of the Resale Shares covered by this prospectus, including all registration and filing fees, NYSE listing fees and fees and expenses of our counsel and our independent registered public accounting firm.

Market for Our Common Stock and Related Stockholder Matters

Market Information

Our common stock is listed on the NYSE under the symbol “TIC.” On October 9, 2025, the last reported sale price for our common stock on the NYSE was $13.33 per share.

Holders

As of October 7, 2025, there were approximately 785 holders of record of our common stock. 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.

Transfer Agent

The transfer agent for our common stock is Computershare Trust Company, N.A.

Dividend Policy

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. 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. In addition, our Credit Agreement, in certain situations, prohibits us from paying cash dividends or making other distributions on our common stock without prior consent of the lender. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – 2024 Credit Agreement” for additional information.

The holder of our Series A Preferred Stock may be entitled to receive annual dividends paid in the form of shares of common stock. See “Description of Our Capital Stock” for additional information.

Unaudited Pro Forma Condensed Combined Financial Information

On August 4, 2025, we completed the acquisition of NV5. The following unaudited pro forma condensed combined financial information presents the historical consolidated financial information of TIC Solutions, adjusted to give effect to the NV5 Acquisition and the issuance of $875.0 million of new fungible term loans under the Second Amendment to the Credit Agreement (as defined below, and together with the NV5 Acquisition, the “Transactions”). The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed combined balance sheet as of June 30, 2025, combines our historical balance sheet and the balance sheet of NV5 on a pro forma basis as if the Transactions had been consummated on June 30, 2025. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025, and for the year ended December 31, 2024, combines our historical consolidated statements of operations and the historical consolidated statements of net income of NV5 on a pro forma basis as if the Transactions had been consummated on January 1, 2024.

NV5 Acquisition

NV5 previously reported its financial results on a 52/53-week fiscal year ending on the Saturday closest to December 31st (whether or not in the following calendar year), with interim calendar quarters ending on the Saturday closest to the end of such calendar quarter (whether or not in the following calendar quarter). For purposes of the unaudited pro forma condensed combined balance sheet as of June 30, 2025, we have utilized NV5’s historical position as of June 28, 2025. Furthermore, for purposes of the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025, we have utilized NV5’s historical results for the six months ended June 28, 2025. For purposes of the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024, we have utilized NV5’s historical results for the 52-week period ended December 28, 2024.

The NV5 Acquisition will be accounted for as a business combination using the acquisition method of accounting in accordance with Accounting Standards Codification Topic 805, Business Combinations, which will establish a new basis of accounting for all of NV5’s identifiable assets acquired and liabilities assumed at fair value as of the closing date of the acquisition. Given that the NV5 Acquisition was recently completed as of the date of this prospectus in which these unaudited pro forma condensed combined financial statements are included, we have not performed the detailed valuation studies necessary to arrive at the final estimates of the fair value of NV5’s assets acquired, liabilities assumed and the related allocations of purchase price nor has it identified all adjustments necessary to conform NV5’s accounting policies to our accounting policies. Accordingly, the pro forma adjustments and allocation of purchase price are preliminary and are based on management’s current estimates of the fair value of the assets acquired and liabilities assumed and are based on all currently available information.

Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial statements are described in the accompanying notes. Management’s estimates of the fair values reflected in the unaudited pro forma condensed combined financial information are subject to change and may differ materially from actual adjustments, which will be based on the final determination of fair values and useful lives. The unaudited pro forma condensed financial information should be read in conjunction with our historical consolidated financial statements and those of NV5 and the respective accompanying notes, as well as the section entitled “Risk Factors” included in this prospectus.

The estimated income tax rate applied to the pro forma adjustments is 25%, the expected combined statutory rate for U.S. federal and state taxes, and all other tax amounts are stated at their historical amounts. Historical reported income tax expense does not reflect the amounts that would have resulted had we and NV5 filed consolidated income tax returns during the periods presented. The Transactions may result in changes in our tax rate used to determine deferred taxes due to changes in circumstances in various tax jurisdictions. Any changes in our deferred taxes as a result of the Transactions will be reflected in income after the closing date of the Transactions. The unaudited pro forma financial information does not include the impact of such changes on our existing deferred tax assets and liabilities, as this analysis has not been completed.

The following unaudited pro forma condensed combined financial information is provided for illustrative purposes only and is based on currently available information and assumptions that management believes are reasonable. Our actual results of operations after the Transactions will differ, perhaps significantly, from the pro forma amounts reflected herein due to a variety of factors, including access to additional information, changes in value not currently identified and changes in our operating results following the date of the unaudited pro forma condensed combined financial information. The assumptions and estimates underlying the pro forma adjustments set forth in the unaudited pro forma condensed combined financial information are described in the accompanying notes. All the assumptions were based on preliminary information.

Acuren Acquisition

On July 30, 2024, we completed the Acuren Acquisition and accordingly our historical consolidated financial statements present ASP Acuren as the “Predecessor” of the reporting entity for all periods prior to the closing of the Acuren Acquisition, and us (with ASP Acuren as a wholly owned subsidiary) as the “Successor” for the periods including and after the closing of the Acuren Acquisition, in accordance with U.S. GAAP and pursuant to the accounting rules and regulations of the SEC.

Certain acquisition adjustments have been made in the historical pro forma presentation of our statement of operations for the year ended December 31, 2024, to present the effects of the Acuren Acquisition as if the Acuren Acquisition had closed on January 1, 2024. See Note 3 to the unaudited pro forma condensed combined financial statements for further details.

TIC SOLUTIONS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of June 30, 2025

(in thousands)

	TIC Solutions			NV5 As Reclassified (Note 4)		Acquisition Pro Forma Adjustments			Notes		Financing Pro Forma Adjustments		Notes		TIC Solutions Pro Forma Combined
Assets
Current assets
Cash and cash equivalents	$	130,056		$	39,372	$	(889,573	)		A	$	853,780		A	$	133,635
Accounts receivable, net		257,646			201,059		(56,281	)		B		-				402,424
Unbilled receivables, net		-			126,722		56,281			B		-				183,003
Prepaid expenses and other current assets		11,441			26,973		4,516			K		-				42,930
Total current assets		399,143			394,126		(885,057	)				853,780				761,992
Property and equipment, net		185,675			66,293		18,107			C		-				270,075
Operating lease right-of-use assets, net		30,724			34,737		-					-				65,461
Goodwill		876,790			585,979		79,562			D		-				1,542,331
Intangible assets, net		742,092			186,836		664,164			E		-				1,593,092
Deferred tax assets		806			34,555		-					-				35,361
Other assets		7,128			2,853		-					1,177		A		11,158
Total assets	$	2,242,358		$	1,305,379	$	(123,224	)			$	854,957			$	4,279,470
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	18,429		$	79,678	$	-				$	-			$	98,107
Accrued expenses and other current liabilities		73,704			51,015		-					-				124,719
Billings in excess of costs and estimated earnings on uncompleted contracts		-			49,922		-					-				49,922
Current portion of long-term debt		7,731			9,304		(9,304	)		A		-				7,731
Current portion of lease obligations		19,326			12,623		-					-				31,949
Total current liabilities		119,190			202,542		(9,304	)				-				312,428
Long-term debt, net of current portion		743,532			202,615		(190,143	)		A		854,957		A, F		1,610,961
Non-current lease obligations		42,630			5,572		-					-				48,202
Deferred tax liabilities		144,830			-		159,174			G		-				304,004
Other non-current liabilities		13,113			30,040		-					-				43,153
Total liabilities		1,063,295			440,769		(40,273	)				854,957				2,318,748
Stockholders’ Equity
Series A Preferred Stock		-			-		-					-				-
Common stock		12			671		6,671			H		-				7,354
Additional paid-in capital		1,296,618			556,837		232,910			H		-				2,086,365
Accumulated earnings (deficit)		(133,015	)		306,604		(322,034	)		H		-				(148,445	)
Accumulated other comprehensive income		15,448			498		(498	)		H		-				15,448
Total stockholders’ equity		1,179,063			864,610		(82,951	)				-				1,960,722
Total liabilities and stockholders’ equity	$	2,242,358		$	1,305,379	$	(123,224	)			$	854,957			$	4,279,470

See accompanying notes to unaudited pro forma condensed combined financial information.

TIC SOLUTIONS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Six Months Ended June 30, 2025

(in thousands, except share and per share amounts)

	TIC Solutions			NV5 As Reclassified (Note 4)			Acquisition Pro Forma Adjustments			Notes		Financing Pro Forma Adjustments			Notes		TIC Solutions Pro Forma Combined
Service revenue	$	548,140		$	486,030		$	-				$	-				$	1,034,170
Cost of revenue		430,370			236,136			984			I		-					667,490
Gross profit		117,770			249,894			(984	)				-					366,680
Selling, general and administrative expenses		107,694			240,302			20,776			J		-					368,772
Transaction costs		1,166			-			376			K		-					1,542
Income (loss) from operations		8,910			9,592			(22,136	)				-					(3,634	)
Interest expense, net		31,458			6,979			(6,976	)		L		32,514			L		63,975
Other income, net		(1,896	)		(11,376	)		-					-					(13,272	)
Income (loss) before income taxes		(20,652	)		13,989			(15,160	)				(32,514	)				(54,337	)
Provision (benefit) for income taxes		5,374			1,873			(3,696	)		M		(8,129	)		M		(4,578	)
Net income (loss)	$	(26,026	)	$	12,116		$	(11,464	)			$	(24,385	)			$	(49,759	)

Basic and diluted loss per share:
Common stock	$	(0.21	)														$	(0.25	)
Series A Preferred Stock	$	(0.21	)														$	(0.25	)

Weighted-average shares outstanding:
Common stock, basic		121,476,215			-			73,418,080			N		-					194,894,295
Common stock, diluted		122,476,215			-			73,418,080			N		-					195,894,295
Series A Preferred Stock, basic and diluted		1,000,000			-			-					-					1,000,000

See accompanying notes to unaudited pro forma condensed combined financial information.

TIC SOLUTIONS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2024

(in thousands, except share and per share amounts)

	TIC Solutions Pro Forma As Adjusted (Note 3)			NV5 As Reclassified (Note 4)			Acquisition Pro Forma Adjustments			Notes		Financing Pro Forma Adjustments			Notes		TIC Solutions Pro Forma Combined
Service revenue	$	1,097,393		$	941,265		$	-				$	-				$	2,038,658
Cost of revenue		844,030			458,032			2,730			I		-					1,304,792
Gross profit		253,363			483,233			(2,730	)				-					733,866
Selling, general and administrative expenses		279,208			439,799			44,594			J		-					763,601
Transaction costs		41,202			-			21,327			K		-					62,529
Income (loss) from operations		(67,047	)		43,434			(68,651	)				-					(92,264	)
Interest expense, net		75,118			17,181			(16,798	)		L		65,610			L		141,111
Loss on extinguishment of debt		9,073			-			-					-					9,073
Other income, net		(3,558	)		-			-					-					(3,558	)
Income (loss) before income taxes		(147,680	)		26,253			(51,853	)				(65,610	)				(238,890	)
Provision (benefit) for income taxes		(7,590	)		(1,726	)		(12,775	)		M		(16,403	)		M		(38,494	)
Net income (loss)	$	(140,090	)	$	27,979		$	(39,078	)			$	(49,207	)			$	(200,396	)

Basic and diluted loss per share:
Common stock	$	(1.14	)														$	(1.02	)
Series A Preferred Stock	$	(1.14	)														$	(1.02	)

Weighted-average shares outstanding:
Common stock, basic		121,454,845			-			73,418,080			N		-					194,872,925
Common stock, diluted		122,454,845			-			73,418,080			N		-					195,872,925
Series A Preferred Stock, basic and diluted		1,000,000			-			-					-					1,000,000

See accompanying notes to unaudited pro forma condensed combined financial information.

TIC SOLUTIONS, INC.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1. Description of the Transactions

On August 4, 2025 (the “Closing Date”), we completed the NV5 Acquisition. The aggregate purchase price was approximately $1.7 billion, including the full repayment of NV5’s outstanding debt. On the Closing Date, we paid total consideration consisting of approximately $618.7 million in cash and the issuance of approximately 79.0 million shares of our common stock.

Also on August 4, 2025, in connection with the NV5 Acquisition, we entered into the Second Amendment to the Credit Agreement. The Second Amendment amended the Credit Agreement to: (i) include new fungible term loans in an aggregate principal amount of $875.0 million (the “Amendment No. 2 Term Loans”), which increased the aggregate amount of total term loans outstanding under the Credit Agreement from $769.2 million to $1.6 billion, and (ii) increase the aggregate amount of the senior secured revolving credit facility from $75.0 million to $125.0 million. The proceeds of the Amendment No. 2 Term Loans were used to finance the cash purchase consideration for the NV5 Acquisition and to pay transaction costs associated with the Second Amendment. All other material terms of the Credit Agreement, as amended by the Second Amendment, remained unchanged.

Note 2. Basis of Pro Forma Presentation

The unaudited pro forma condensed combined balance sheet as of June 30, 2025, combines the historical balance sheets of TIC Solutions and NV5 on a pro forma basis as if the NV5 Acquisition had been consummated on June 30, 2025. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025, and for the year ended December 31, 2024, combine the historical consolidated statements of operations of TIC Solutions and the historical consolidated statements of net income of NV5 on a pro forma basis as if the NV5 Acquisition had been consummated on January 1, 2024.

The NV5 Acquisition will be accounted for as a business combination using the acquisition method of accounting. TIC Solutions has determined it is the accounting acquirer for financial reporting purposes. Accordingly, a new basis of accounting will be established for all of NV5’s identifiable assets acquired and liabilities assumed at fair value as of the Closing Date. TIC Solutions has not performed the detailed valuations necessary to arrive at the final estimates of the fair value of NV5’s assets acquired, liabilities assumed and the related allocations of purchase price. Accordingly, the pro forma adjustments and allocation of purchase price are preliminary and are based on management’s current estimates of the fair value of the assets acquired and liabilities assumed and are based on all currently available information.

Accordingly, the unaudited pro forma purchase price allocation is preliminary and subject to further adjustments as additional information becomes available and as additional analyses are performed. The preliminary unaudited pro forma purchase price allocation has been made solely for the purpose of preparing the unaudited pro forma condensed combined financial information.

Increases or decreases in the final fair values of relevant balance sheet amounts will result in adjustments to the balance sheet and/or statement of operations until the purchase price allocation is finalized. There can be no assurance that such finalization will not result in material changes from the preliminary purchase price allocation included in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information does not reflect any potential divestitures that may be undertaken after the consummation of the NV5 Acquisition, or any cost savings, operating synergies or enhanced revenue opportunities that may be achieved as a result of the NV5 Acquisition, the costs to integrate the operations of TIC Solutions and NV5, or the costs necessary to achieve such cost savings, operating synergies and enhanced revenues.

Note 3. Acuren Acquisition

On July 30, 2024, Admiral Acquisition Corp. (“Admiral”) completed the Acuren Acquisition and changed its name to Acuren Corporation. Further information about the Acuren Acquisition can be found in our historical consolidated financial statements and the respective accompanying notes included elsewhere in this prospectus.

Certain pre-closing acquisition adjustments have been made in the historical pro forma presentation of our statement of operations for the year ended December 31, 2024, to present the effects of the Acuren Acquisition. Pro Forma TIC Solutions (As Adjusted) presented in the condensed combined statement of operations for the year ended December 31, 2024, reflects the effects of the Acuren Acquisition as if the Acuren Acquisition had been consummated on January 1, 2024. As the Acuren Acquisition was completed on July 30, 2024, no adjustments have been made to the historical financial information as presented in the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025, and the condensed combined balance sheet as of June 30, 2025, for the Acuren Acquisition.

The adjustments to reflect the effects of the Acuren Acquisition on our historical audited consolidated statement of operations for the year ended December 31, 2024, are summarized as follows.

	Successor July 30, 2024 to December 31, 2024			Predecessor January 1, 2024 to July 29, 2024			Acuren Acquisition Pro Forma Adjustments			Notes	TIC Solutions Financing Pro Forma Adjustments			Notes	TIC Solutions Pro Forma As Adjusted
	(in thousands, except share and per share amounts)
Service revenue	$	463,527		$	633,866		$	–			$	–			$	1,097,393
Cost of revenue		359,848			471,881			12,301		a		–				844,030
Gross profit		103,679			161,985			(12,301	)			–				253,363
Selling, general and administrative expenses		150,306			121,369			7,108		b		–				279,208
								(849	)	c		–
								1,274		d		–
Transaction costs		35,998			5,204			–				–				41,202
Income (loss) from operations		(82,625	)		35,412			(19,834	)			–				(67,047	)
Interest expense, net		31,061			39,379			–				4,678		f		75,118
Loss on extinguishment of debt		–			9,073			–				–				9,073
Other income, net		(2,978	)		(580	)		–				–				(3,558	)
Loss before income taxes		(110,708	)		(12,460	)		(19,834	)			(4,678	)			(147,680	)
Income tax provision (benefit)		(5,256	)		3,243			(4,454	)	e		(1,123	)	e		(7,590	)
Net loss	$	(105,452	)	$	(15,703	)	$	(15,380	)		$	(3,555	)		$	(140,090	)

Basic and diluted loss per share:
Common stock	$	(0.86	)	$	(3.13	)									$	(1.14	)
Series A Preferred Stock	$	(0.86	)	$	(3.13	)									$	(1.14	)
Weighted-average shares outstanding:
Common stock, basic		121,454,845			5,024,802											121,454,845
Common stock, diluted		122,454,845			5,024,802											122,454,845
Series A Preferred Stock, basic and diluted		1,000,000			–											1,000,000

Explanations to the Acuren Acquisition pro forma adjustments are as follows:

Represents additional depreciation expense associated with the increase in fair value of ASP Acuren’s property and equipment for the Predecessor period from January 1, 2024 through July 29, 2024, using the weighted-average depreciable lives in the following table. For the Successor Period from July 30, 2024, through December 31, 2024, depreciation expense in the historical period already reflects the increase in fair value and no pro forma adjustment is needed.

	Increase in Fair Value		Weighted- Average Depreciable Lives	Pro Forma Depreciation Expense Year Ended December 31, 2024
	(in thousands)		(in years)	(in thousands)
Machinery and equipment	$	53,530	4	$	7,758
Vehicles		20,642	3		4,014
Buildings		6,052	22		160
Leasehold improvements		4,677	7		369
Pro forma adjustment	$	84,901		$	12,301

Reflects the recognition of additional amortization expense associated with the fair value of ASP Acuren’s intangible assets, net of the removal of historical amortization related to intangible assets from previous acquisitions, using the weighted-average useful lives in the following table:

	Fair Value		Weighted- Average Useful Lives	Pro Forma Amortization Expense Year Ended December 31, 2024
	(in thousands)		(in years)	(in thousands)
Customer Relationships	$	670,000	15	$	44,667
Technology		5,000	5		1,000
Trademark		100,000	15		6,667
Total	$	775,000		$	52,334
Less: historical amortization expense					(45,226	)
Pro forma adjustment				$	7,108

Reflects the net impact of the elimination of the historical management consulting fees consisting of $2.8 million during the year ended December 31, 2024, paid by ASP Acuren to American Securities, LLC which would not have been incurred had the Acuren Acquisition been consummated on January 1, 2024. Also reflects the new management consulting fees, consisting of $2.0 million for the year ended December 31, 2024, that would have been paid to Mariposa Capital, LLC had the Acuren Acquisition been consummated on January 1, 2024.

Reflects general and administrative expenses of Admiral of $1.3 million during the period from January 1, 2024, through July 29, 2024, which are not included in the Predecessor historical period. This adjustment excludes the following items: (i) $14.0 million of transaction expenses incurred by Admiral during the period from January 1, 2024, through July 29, 2024, and (ii) investment earnings and interest income attributable to Admiral’s historical investments that would not have been earned if the Acuren Acquisition had been consummated on January 1, 2024, as these investments were liquidated and the resulting cash on hand was used to fund the Acuren Acquisition.

Reflects the adjustment to our income tax expense resulting from the impact of the acquisition-related pro forma adjustments expected to be subject to income tax for the year ended December 31, 2024, based on an estimated combined U.S. federal and state statutory income tax rate of 24%.

Reflects interest expense on the $775.0 million Term Loan (as defined below), including the estimated amortization of debt issuance costs, less the removal of historical interest expense related to the payoff of ASP Acuren’s historical debt balance.

The pro forma adjustment to record interest expense assumes the Term Loan was entered into on January 1, 2024, and was outstanding for the entire year ended December 31, 2024. The interest rates assumed for purposes of preparing the pro forma financial information was 5.35% based on the Secured Overnight Financing Rate (“SOFR”) plus a margin of 3.5%.

TIC Solutions did not draw against the Revolving Credit Facility (as defined below) (other than the issuance of standby letters of credit) upon closing of the Acuren Acquisition. Pro forma interest expense includes a 0.5% annual commitment fee on the unused portion of the Revolving Credit Facility. Total debt issuance costs of $19.5 million related to the senior secured term loan facility will be amortized using the effective interest method over the 7-year term of the debt. Total debt issuance costs of $1.9 million related to the Revolving Credit Facility will be amortized on a straight-line basis over the 5-year term of the Revolving Credit Facility.

	Year Ended December 31, 2024
	(in thousands)
Estimated interest expense – Term Facility	$	40,537
Amortization of debt issuance costs		2,296
Commitment fee – Revolving Credit Facility		219
Total estimated interest expense		43,052
Less: historical interest expense		(38,374	)
Pro forma adjustment	$	4,678

As the interest rate is variable, actual interest expense may differ from the amounts assumed in the pro forma condensed combined financial statements. A 1/8 of a percent point increase or decrease in the actual interest rates on the senior secured term loan facility would result in a change in interest expense of approximately $0.6 million for the year ended December 31, 2024.

The unaudited pro forma basic and diluted net loss per share for the year ended December 31, 2024, is calculated using the historical weighted-average basic and diluted shares outstanding for the Successor period July 30, 2024 to December 31, 2024, which already reflects the shares issued in the Acuren Acquisition as if the shares were outstanding for the entire period. Accordingly, no pro forma adjustment to weighted-average shares outstanding is needed for the year ended December 31, 2024.

TIC Solutions has determined that its Series A Preferred Stock is a class of common shares. Accordingly, TIC Solutions has used the two-class method of computing earnings per share for its common stock and the Series A Preferred Stock according to participation rights in undistributed earnings. Under this method, pro forma net loss is allocated on a pro rata basis to the holders of our common stock and the Series A Preferred Stock.

As the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024, is in a net loss position, any potentially dilutive instruments would be anti-dilutive and thus these instruments have been excluded from the computation.

Note 4. Reclassification and Accounting Policies

TIC Solutions is conducting, but has not yet completed, a detailed review of NV5’s accounting policies in an effort to determine if differences in accounting policies require further reclassification adjustments of NV5’s results of operations or reclassification adjustments of assets or liabilities to conform to TIC Solutions’ accounting policies and classifications. Based on its initial analysis, TIC Solutions did not identify any differences in accounting policies that would have a material impact on the unaudited pro forma condensed combined financial information. However, TIC Solutions may identify additional accounting policy differences and reclassification adjustments that, when conformed or made, could have a material impact on the unaudited pro forma condensed combined financial information.

The following sets forth the reclassification adjustments made to conform NV5’s presentation to TIC Solutions’ presentation in the unaudited pro forma condensed combined balance sheet as of June 30, 2025:

TIC Solutions	NV5	NV5 as of June 28, 2025		Reclassification Adjustments			Notes	NV5 As Reclassified
		(in thousands)
Cash and cash equivalents	Cash and cash equivalents	$	39,372	$	–			$	39,372
Accounts receivable, net					201,059		(a)		201,059
Billed receivables, net	Billed receivables, net		201,059		(201,059	)	(a)		–
Unbilled receivables, net	Unbilled receivables, net		126,722		–				126,722
Prepaid expenses and other current assets	Prepaid expenses and other current assets		26,973		–				26,973
Property and equipment, net	Property and equipment, net		66,293		–				66,293
Operating lease right-of-use assets, net					34,737		(b)		34,737
	Right-of-use lease assets, net		34,737		(34,737	)	(b)		–
Goodwill	Goodwill		585,979		–				585,979
Intangible assets, net	Intangibles assets, net		186,836		–				186,836
Deferred tax assets	Deferred income tax asset		34,555		–				34,555
Other assets	Other assets		2,853		–				2,853
Total assets		$	1,305,379	$	–			$	1,305,379
Accounts payable	Accounts payable	$	79,678	$	–			$	79,678
Billings in excess of costs and estimated earnings on uncompleted contracts	Billings in excess of costs and estimated earnings on uncompleted contracts		49,922		–				49,922
Accrued expenses and other current liabilities			–		51,015		(c)		51,015
	Accrued liabilities		50,384		(50,384	)	(c)		–
	Other current liabilities		2,445		(2,445	)	(c)		–
	Current portion of contingent consideration		10,809		(10,809	)	(c)		–
	Current portion of notes payable and other obligations		9,304		(9,304	)	(d)		–
Current portion of long-term debt			–		9,304		(d)		9,304
Current portion of lease obligations			–		12,623		(c)		12,623
Long-term debt, net of current portion			–		202,615		(e)		202,615
	Contingent consideration, less current portion		3,195		(3,195	)	(f)		–
	Other long-term liabilities		26,356		(26,356	)	(f)		–
	Notes payable and other obligations, less current portion		208,676		(208,676	)	(e)(f)		–
Non-current lease obligations			–		5,572		(e)		5,572
Deferred tax liabilities			–		–				–
Other non-current liabilities			–		30,040		(f)		30,040
Total liabilities			440,769		–				440,769
Series A Preferred Stock			–		–				–
Common stock			–		671		(g)		671
	Preferred stock, $0.01 par value		–		–				–
	Common stock, $0.01 par value		671		(671	)	(g)		–
Additional paid-in capital	Additional paid-in capital		556,837		–				556,837
Accumulated earnings (deficit)			–		306,604		(h)		306,604
	Retained earnings		306,604		(306,604	)	(h)		–
Accumulated other comprehensive income	Accumulated other comprehensive income		498		–				498
Total liabilities and stockholders’ equity		$	1,305,379	$	–			$	1,305,379

(a)

Represents the reclassification of NV5’s “Billed receivables, net” amounts to “Accounts receivable, net” to conform to our historical presentation.

(b)

Represents the reclassification of NV5’s “Right-of-use lease assets, net” amount to “Operating lease right-of-use assets, net” to conform to our historical presentation.

(c)

Represents the combination and reclassification of NV5’s “Accrued liabilities”, “Other current liabilities”, and “Current portion of contingent consideration” amounts to “Accrued expenses and other current liabilities” to conform to our historical presentation. Additionally, represents the reclassification of NV5’s current portion of finance lease obligations from “Accrued liabilities” to “Current portion of lease obligations” to conform to our historical presentation.

(d)

Represents the reclassification of NV5’s “Current portion of notes payable and other obligations” to “Current portion of long-term debt” to conform to our historical presentation.

(e)

Represents the combination and reclassification of NV5’s “Notes payable and other obligations, less current portion” amounts to “Long-term debt, net of current portion” to conform to our historical presentation. Additionally, represents the reclassification of NV5’s “Non-current finance lease obligations” from “Notes payable and other obligations, less current portion” to “Non-current lease obligations” to conform to our historical presentation.

(f)

Represents the combination and reclassification of NV5’s “Contingent consideration, less current portion” and “Other long-term liabilities” amounts to “Other non-current liabilities” to conform to our historical presentation. Additionally, represents the reclassification of other obligations from “Notes payable and other obligations, less current portion” to “Other non-current liabilities” to conform to our historical presentation.

(g)

Represents the reclassification of NV5’s “Common stock, $0.01 par value” amount to “Common stock, $0.0001 par value” to conform to our historical presentation.

(h)

Represents the reclassification of NV5’s “Retained earnings” amount to “Accumulated earnings (deficit)” to conform to our historical presentation.

The following sets forth the reclassification adjustments made to conform NV5’s presentation to our presentation in the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025:

TIC Solutions	NV5	NV5 for the Six Months Ended June 28, 2025			Reclassification Adjustments			Notes	NV5 As Reclassified
		(in thousands)
Service revenue		$	–		$	486,030		(a)	$	486,030
	Gross revenues		486,030			(486,030	)	(a)		–
Total revenues			486,030			–				486,030
Cost of revenue			–			236,136		(b)		236,136
	Salaries and wages		123,689			(123,689	)	(b)		–
	Sub-consultant services		86,292			(86,292	)	(b)		–
	Other direct costs		26,155			(26,155	)	(b)		–
Gross profit			249,894			–				249,894
Selling, general and administrative expenses			–			240,302		(c)		240,302
Transaction costs			–			–				–
	Salaries and wages, payroll taxes, and benefits		147,259			(147,259	)	(c)		–
	General and administrative		49,857			(49,857	)	(c)		–
	Facilities and facilities related		12,692			(12,692	)	(c)		–
	Depreciation and amortization		30,494			(30,494	)	(c)		–
Income from operations			9,592			–				9,592
Interest expense, net	Interest expense, net		6,979			–				6,979
Other income, net	Other income		(11,376	)		–				(11,376	)
Income before income taxes			13,989			–				13,989
Provision (benefit) for income taxes	Income tax expense		1,873			–				1,873
Net income		$	12,116		$	–			$	12,116

(a)

Represents the reclassification of NV5’s “Gross revenues” amount to “Service revenue” to conform to our historical presentation.

(b)

Represents the combination and reclassification of NV5’s “Salaries and wages”, “Sub-consultant services”, and “Other direct costs” to “Cost of revenue” to conform to our historical presentation.

(c)

Represents the combination and reclassification of NV5’s “Salaries and wages, payroll taxes, and benefits”,” General and administrative”, “Facilities and facilities related”, and “Depreciation and amortization” amounts to “Selling, general and administrative expenses” to conform to our historical presentation.

TIC Solutions	NV5	NV5 for the Year Ended December 28, 2024			Reclassification Adjustments			Notes	NV5 As Reclassified
		(in thousands)
Service revenue		$	–		$	941,265		(a)	$	941,265
	Gross revenues		941,265			(941,265	)	(a)		–
Total revenues			941,265			–				941,265
Cost of revenue			–			458,032		(b)		458,032
	Salaries and wages		236,756			(236,756	)	(b)		–
	Sub-consultant services		161,564			(161,564	)	(b)		–
	Other direct costs		59,712			(59,712	)	(b)		–
Gross profit			483,233			–				483,233
Selling, general and administrative expenses			–			439,799		(c)		439,799
Transaction costs			–			–				–
	Salaries and wages, payroll taxes, and benefits		268,370			(268,370	)	(c)		–
	General and administrative		86,972			(86,972	)	(c)		–
	Facilities and facilities related		23,864			(23,864	)	(c)		–
	Depreciation and amortization		60,593			(60,593	)	(c)		–
Income from operations			43,434			–				43,434
Interest expense, net	Interest expense, net		17,181			–				17,181
Other income, net			–			–				–
Income before provision for income taxes			26,253			–				26,253
Provision (benefit) for income taxes	Income tax benefit		(1,726	)		–				(1,726	)
Net income		$	27,979		$	–			$	27,979

(a)

Represents the reclassification of NV5’s “Gross revenues” amount to “Service revenue” to conform to our historical presentation.

(b)

(c)

Note 5. Preliminary Purchase Consideration and Purchase Price Allocation

Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed are recorded at their acquisition date fair values. The purchase price allocation is preliminary and based on estimates of the fair value as of June 30, 2025, the date of the unaudited pro forma condensed combined balance sheet, as well as the estimated purchase consideration that will be subject to final purchase price adjustments in accordance with the terms of the merger agreement.

TIC Solutions has made certain adjustments to the historical book values of the assets and liabilities of NV5 to reflect preliminary estimates of fair value necessary to prepare the unaudited pro forma condensed combined financial information, with the excess of the purchase price over the fair value of the net assets recorded as goodwill. Upon final completion of the fair value assessment and purchase price consideration, the ultimate purchase price allocation may differ from the preliminary assessment outlined below.

The following table summarizes the components of the preliminary purchase consideration:

Equity Consideration:
Shares of TIC Solutions common stock issued to NV5 shareholders⁽¹⁾		80,698,857
Less: shares of TIC Solutions common stock issued for converted NV5 equity awards⁽²⁾		(7,280,777	)
Total shares of TIC Solutions common stock issued as Merger consideration		73,418,080
TIC Solutions closing common stock price per share on August 4, 2025	$	10.50
Fair value of total common stock consideration	$	770,890
Fair value attributable to pre-combination services for converted NV5 equity awards⁽²⁾	$	26,199
Total equity portion of Merger consideration	$	797,089
Cash Consideration:
Cash consideration	$	639,232
Cash used to payoff NV5 indebtedness		200,250
Cash used to pay NV5 transaction costs		25,001
Total cash portion of Merger consideration	$	864,483
Total Merger consideration	$	1,661,572

(1)

Includes 705,840 shares of our common stock issued to certain holders of NV5 restricted share awards that were accelerated upon the closing of the NV5 Acquisition in accordance with the terms of such holders’ employment agreements. The actual shares issued at closing were reduced by 246,354 shares of our common stock that were withheld by the Company to cover the employees’ tax withholdings related to the accelerated awards.

(2)

Represents the portion of the NV5 Acquisition consideration related to NV5 restricted share awards that were converted to 7,280,777 TIC Solutions restricted share awards.

The following table summarizes a preliminary allocation of the estimated total purchase consideration to NV5’s assets and liabilities based on our preliminary estimate of their respective fair values assuming the NV5 Acquisition had closed on June 30, 2025:

Cash consideration	$	864,483
Equity consideration		797,089
Total estimated consideration	$	1,661,572

Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	$	39,372
Accounts receivable		201,059
Unbilled receivables		126,722
Prepaid expenses and other current assets		26,973
Plant and equipment		84,400
Operating lease right-of-use assets		34,737
Deferred income tax assets		34,555
Other assets		2,853
Intangible assets		851,000
Accounts payable		(79,678	)
Accrued expenses and other current liabilities		(51,015	)
Billings in excess of costs and estimated earnings on uncompleted contracts		(49,922	)
Current portion of lease obligations		(12,623	)
Long-term debt, net of current		(12,472	)
Non-current lease obligations		(5,572	)
Deferred income tax liabilities		(164,318	)
Other liabilities		(30,040	)
Total identifiable net assets		996,031
Goodwill	$	665,541

The preliminary unaudited pro forma purchase price allocation has been made solely for the purpose of preparing the unaudited pro forma condensed combined financial information. Estimates of fair value of NV5’s assets and liabilities are based on discussions with TIC Solutions management, due diligence review in connection with the NV5 Acquisition, and other currently available information. The analysis was performed at an aggregate level and was based on estimates that are reflective of market participant assumptions.

Note 6. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2025, are as follows:

(A) Cash and Cash Equivalents

The unaudited acquisition pro forma adjustment to cash and cash equivalents is calculated as follows:

Cash portion of total merger consideration to NV5 stockholders (see Note 5)	$	(639,232	)
Cash used to payoff NV5 indebtedness		(200,250	)
Cash used to pay NV5 transaction costs		(25,001	)
Cash used to pay TIC Solutions transaction costs		(25,090	)
Total Acquisition pro forma adjustment to cash and cash equivalents	$	(889,573	)

The unaudited Financing pro forma adjustment to cash and cash equivalents is calculated as follows:

Proceeds from TIC Solutions’ new term loan facility	$	875,000
Less: deferred financing costs for TIC Solutions’ new term loan		(20,043	)
Less: deferred financing costs for TIC Solutions’ new revolver		(1,177	)
Total Financing pro forma adjustment to cash and cash equivalents	$	853,780

Reflects gross proceeds of $875.0 million from the issuance of the Amendment No. 2 Term Loans, less $20.0 million and $1.2 million of debt issuance costs for the new term loans and revolving credit facility, respectively.

(B) Accounts Receivable, Net

Reflects the reclassification of $56.3 million of unbilled receivables from “Accounts receivable, net” for pro forma purposes to align with the material unbilled amount presented in NV5’s historical financial statements. Our balance of unbilled receivables has historically been presented in the notes to the financial statements as opposed to the balance sheet. See Note 5 to our financial statements for the three and six months ended June 30, 2025, included elsewhere in this prospectus for reference.

(C) Property and Equipment, Net

The unaudited pro forma adjustment to property and equipment, net is calculated as follows, less NV5’s historical net book value as of June 28, 2025:

	Preliminary Estimated Fair Value			Estimated Weighted- Average Depreciable Life
Office furniture and equipment	$	2,200		3 years
Computer equipment		14,100		3 years
Survey and field equipment - other		44,200		3 years
Survey and field equipment - aircraft & vessels		20,200		10 years
Leasehold improvements		3,700		5 years
Total fair value of property and equipment		84,400
Less: historical NV5 net book value		(66,293	)
Pro forma adjustment to property and equipment	$	18,107

(D) Goodwill

Goodwill reflects the preliminary estimate of the excess of the total NV5 Acquisition consideration to be paid by TIC Solutions over the fair value of NV5’s identifiable assets and liabilities. Total NV5 Acquisition consideration paid and the excess of the purchase price over the estimated fair value of the identifiable net assets is explained above in Note 5 with the pro forma adjustment to goodwill calculated as follows:

Total merger consideration (see Note 5)	$	1,661,572
Less: fair value of NV5’s identifiable net assets and liabilties, including NV5’s historical debt		(996,031	)
Total new NV5 goodwill		665,541
Less: historical NV5 goodwill		(585,979	)
Pro forma goodwill adjustment	$	79,562

(E) Intangible Assets, Net

The unaudited pro forma adjustment reflects the step-up to the preliminary estimated fair value of NV5’s identifiable intangible assets from the respective carrying values reported by NV5 as of June 28, 2025. The intangible assets primarily consist of customer relationships, customer backlog, trade names, developed technology. The unaudited pro forma adjustment to intangible assets, net is calculated as follows, less NV5’s historical net book value as of June 28, 2025:

	Preliminary Estimated Fair Value
Customer relationships	$	697,300
Customer backlog		36,700
Tradenames		110,000
Developed technology		7,000
Total		851,000
Less: historical NV5 intangible assets, net		(186,836	)
Pro forma property and equipment adjustment	$	664,164

Trade names are expected to be amortized on a straight-line basis over estimated useful lives of 15 years based on our historical experience in the industry, coupled with the fact that NV5’s tradenames have existed for many years and TIC Solutions expects to continue to use them for the foreseeable future.

The estimated fair value of customer backlog is expected to be amortized on a straight-line basis over estimated useful lives of one year based on benchmarking within the industry and our historical experience.

The estimated fair value of customer relationship intangible assets is expected to be amortized on a straight-line basis over estimated useful lives of 15 years. The estimated amortizable life of customer relationships was determined after consideration of our historical experience in assigning lives to its acquired intangible assets.

The estimated fair value of developed technology intangible assets is expected to be amortized on a straight-line basis over estimated useful lives of three years based on benchmarking within the industry and our historical experience.

(F) Debt

The unaudited pro forma debt adjustment reflects the payment by TIC Solutions of $200.3 million of NV5’s existing debt, including the current portion, that was paid off at closing and the adjustment to write-off $0.8 million of related unamortized deferred financing costs.

(G) Deferred Tax Liabilities

The unaudited pro forma adjustment to deferred tax liabilities is calculated as follows:

Deferred taxes associated with NV5’s property and equipment fair value adjustment	$	4,527
Deferred taxes on NV5’s identifiable intangible assets fair value adjustment		166,041
Deferred taxes resulting from TIC Solutions’ transaction costs		(5,144	)
Deferred taxes resulting from TIC Solutions’ repayment of NV5’s seller transaction costs		(6,250	)
Total pro forma deferred tax liabilities adjustment	$	159,174

The unaudited pro forma adjustment reflects the change in net deferred tax liabilities arising from the fair value adjustments to NV5’s assets and liabilities as well as the impact of our transaction costs, including those paid on behalf of NV5. Deferred income tax adjustments arising from fair value adjustments have been estimated at the expected combined U.S. federal and state statutory tax rate of 25%. These adjustments were made to the “deferred tax liabilities” line in the unaudited pro forma condensed combined balance sheet. Our and NV5’s historical deferred tax assets and liabilities were not adjusted or netted.

(H) Stockholders’ Equity

The pro forma condensed combined balance sheet reflects the elimination of NV5’s historical equity balances and the issuance of approximately 73.4 million shares of our common stock issued in the NV5 Acquisition (based upon the number of shares of the common stock of NV5 outstanding and the number of shares underlying NV5 equity awards outstanding or to be granted pursuant to compensation arrangements.) The unaudited pro forma adjustment to common stock, additional paid-in capital and retained earnings is calculated as follows:

	Common Stock			Additional Paid-in- Capital			Accumulated Earnings (Deficit)			Accumulated Other Comprehensive Income
Elimination of NV5 historical balance	$	(671	)	$	(556,837	)	$	(306,604	)	$	(498	)
Issuance of TIC Solutions common stock, net of issuance costs		7,342			789,748			-			-
Estimated transaction costs		-			-			(20,574	)		-
Tax benefit on payment of TIC Solutions’ transaction costs		-			-			5,144			-
Total pro forma adjustment	$	6,671		$	232,911		$	(322,034	)	$	(498	)

The adjustments included in the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025, and for the year ended December 31, 2024 are as follows:

(I) Cost of Revenue

Represents additional depreciation expense associated with the preliminary estimated increase in fair value of NV5’s property and equipment using the weighted average estimated depreciable lives in the following table:

	Preliminary Estimated Fair Value		Estimated Weighted- Average Depreciable Lives (in years)	Estimated Depreciation Expense For Six Months Ended June 30, 2025			Estimated Depreciation Expense For Year Ended December 31, 2024
Office furniture and equipment	$	2,200	3	$	367		$	733
Computer equipment		14,100	3		2,350			4,700
Survey and field equipment - other		44,200	3		7,367			14,733
Survey and field equipment - aircraft & vessels		20,200	10		1,010			2,020
Leasehold improvements		3,700	5		370			740
Total	$	84,400		$	11,464		$	22,926
Less: historical depreciation					(9,036	)		(16,196	)
Pro forma depreciation expense adjustment				$	2,428		$	6,730

Depreciation classified within “cost of revenue”				$	984		$	2,730
Depreciation classified within “selling, general, and administrative”					1,443			4,001
Total				$	2,427		$	6,731

(J) Selling, General and Administrative Expense (SG&A)

The unaudited pro forma adjustment to SG&A is calculated as follows:

	Six Months Ended June 30, 2025			Year Ended December 31, 2024
Depreciation expense adjustment (see Note H above)	$	1,443		$	4,001
Intangible asset amortization expense (see Note I1 below)		21,305			42,438
Share-based compensation expense (see Note I2 below)		(1,972	)		(1,845	)
Pro forma adjustment	$	20,776		$	44,594

(I1)

The pro forma acquisition-related amortization expense adjustment reflects the recognition of additional amortization expense associated with the preliminary estimated fair values of NV5’s intangible assets related to customer relationships, customer backlog, trade names, and developed technology using the weighted-average useful lives net of the removal of NV5’s historical amortization expense related to intangible assets from previous acquisitions as outlined in the following table:

	Preliminary Estimated Fair Value		Estimated Weighted- Average Useful Lives (in years)	Estimated Amortization Expense For Six Months Ended June 30, 2025			Estimated Amortization Expense For Year Ended December 31, 2024
Customer relationships	$	697,300	15	$	23,244		$	46,487
Customer backlog		36,700	1		18,350			36,700
Tradenames		110,000	15		3,667			7,333
Developed technology		7,000	3		1,167			2,333
Total	$	851,000		$	46,428		$	92,853
Less: historical amortization					(25,123	)		(50,415	)
Pro forma amortization expense adjustment				$	21,305		$	42,438

(I2)

The pro forma adjustment related to share-based compensation expense reflects the estimated incremental fair value measured as the difference between NV5’s historical unvested equity awards immediately before the Closing Date of the NV5 Acquisition and the new unvested TIC Solutions replacement awards as presented below:

	Six Months Ended June 30, 2025			Year Ended December 31, 2024
Share-based compensation expense for TIC Solutions replacement awards	$	12,068		$	24,136
Less: historical NV5 share-based compensation expense		(14,040	)		(25,981	)
Pro forma adjustment for share-based compensation expense	$	(1,972	)	$	(1,845	)

(K) Transaction Costs

The unaudited pro forma adjustment related to Transaction costs reflects $25.1 million of TIC Solutions costs that have been incurred or are expected to be incurred in connection with the NV5 Acquisition that have not yet been recognized in the historical pro forma periods. Included in the $25.1 million total transaction costs is $4.5 million recognized within “Prepaid expenses and other current assets” related to fees paid for representations and warranties insurance, with corresponding amortization expense reflected within “Transaction costs”.

(L) Interest Expense

The unaudited pro forma adjustment related to interest expense reflects the interest expense on the $875.0 million of Amendment No. 2 Term Loans, including the estimated amortization of debt issuance costs. The pro forma adjustment to record interest expense assumes the Amendment No. 2 Term Loans were entered into on January 1, 2024, and was outstanding for the entire year ended December 31, 2024, and the six months ended June 30, 2025. The initial interest rates assumed for purposes of preparing the pro forma financial information is 7.6% based on SOFR, plus a margin of 2.75%. We have no amounts outstanding under the Revolving Credit Facility.

Total debt issuance costs of $21.2 million will be amortized using the effective interest method over the term of the debt. The following pro forma adjustments have been recorded to interest expense:

	Six Months Ended June 30, 2025			Year Ended December 31, 2024
Estimated interest expense - Term Facility ⁽¹⁾	$	30,901		$	62,500
Amortization of debt issuance costs		1,613			3,110
Financing pro forma adjustments to interest expense	$	32,514		$	65,610

Historical interest related to NV5 Senior Facility	$	(6,976	)	$	(16,798	)
Acquisition pro forma adjustment to interest expense	$	(6,976	)	$	(16,798	)

⁽¹⁾

As the interest rate is variable, actual interest expense may differ from the amounts assumed in the unaudited pro forma condensed combined statements of operations. A 1/8 of a percent point increase or decrease in interest rates on the senior secured term loan facility would result in a change in interest expense of approximately $0.5 million and $1.1 million for the six months ended June 30, 2025 and the year ended December 31, 2024, respectively.

(M) Income Taxes

The pro forma adjustment to income taxes reflects the adjustment to our income tax expense resulting from impact of the acquisition-related pro forma adjustments at the expected statutory rate of 25% for the six months ended June 30, 2025 and for the year ended December 31, 2024. All other tax expense amounts are stated at their historical amounts.

(N) Weighted-Average Shares Outstanding

The unaudited pro forma weighted-average number of basic and diluted shares outstanding are calculated using our historical weighted-average shares outstanding for the six months ended June 30, 2025, and for the year ended December 31, 2024, plus the issuance of additional shares in connection with the NV5 Acquisition.

As the NV5 Acquisition is reflected as if it had occurred at the beginning of the period presented, the calculation of weighted-average shares outstanding for basic and diluted earnings per share assumes that the shares issuable relating to the NV5 Acquisition were outstanding since January 1, 2024. As the unaudited pro forma condensed combined statements of operations are in net loss positions, any potentially dilutive instruments would be anti-dilutive and thus these instruments have been excluded from the computations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

ASP Acuren is our predecessor. 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 TIC Solutions, Inc. (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 and the results of operations of TIC Solutions, Inc. (Successor) for the six months ended June 30, 2025 compared to the results of operations of ASP Acuren (Predecessor) for the six months ended June 30, 2024. This discussion should be read in conjunction with the information contained in our consolidated financial statements and the notes related thereto included in this prospectus. The tables below are presented in thousands except for percentages as well as share and per share amounts.

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.

In this section, “we,” us,” “our” and “TIC Solutions” refer to ASP Acuren Holdings, Inc. (Predecessor) for the period from January 1, 2024 to July 29, 2024, and TIC Solutions, Inc. (Successor) for the period from July 30, 2024 to June 30, 2025.

Overview

Initial Public Offering, Warrant Financing and PIPE Financing

In connection with our initial public offering on May 22, 2023, we issued 53,950,000 ordinary shares, no par value, for gross proceeds of approximately $539.5 million and the Founder Entity (as defined below) purchased 1,000,000 Series A Preferred Stock for $10.5 million. In addition, on May 22, 2023, we issued an aggregate of 25,000 ordinary shares to our non-founder directors for $10.00 per share. Each ordinary share has voting rights and winding-up rights. The holders of Series A Preferred Stock may receive a dividend based on the appreciation of the market price of ordinary shares outstanding on November 30, 2024 (which includes any ordinary shares issued pursuant to the exercise of warrants but excludes any ordinary shares issued to shareholders or other beneficial owners of ASP Acuren in connection with the Acuren Acquisition). See “Description of Capital Stock — Authorized Share Capital — Preferred Stock” for more information.

Each of the 1,000,000 Series A Preferred Stock, the 53,950,000 ordinary shares issued in connection with the initial public offering and the 25,000 ordinary shares issued to the non-founder directors was issued with a warrant (54,975,000 warrants in aggregate), entitling the holder of each warrant to purchase 1/4 of an ordinary share with a strike price of $11.50 per whole ordinary share. Each warrant is exercisable until three years from the date of the Acuren Acquisition, unless mandatorily redeemed by us. The warrants are mandatorily redeemable by us at a price of $0.01 per warrant should the average market price of an ordinary share exceed $18.00 for ten consecutive trading days.

On July 30, 2024, we completed the Warrant Financing (as defined below), and an aggregate of 36,710,124 Public Warrants were exercised at a reduced exercise price of $10.00 for an aggregate of 9,177,531 ordinary shares, raising proceeds of approximately $91.8 million. In addition, on July 30, 2024, we also completed the PIPE Financing (as defined below), raising equity proceeds of approximately $582.6 million from the issuance of 58.3 million ordinary shares at $10.00 per ordinary share. As of October 7, 2025, there were 16,764,876 warrants outstanding exercisable for an aggregate of 4,191,219 shares of common stock.

Recent Developments

Private Placement

On October 7, 2025, we consummated the Private Placement and issued (i) 17,708,333 shares of common stock and (ii) a Pre-Funded Warrant to purchase up to 3,125,000 shares of common stock, to the Selling Stockholder. The aggregate gross proceeds from the Private Placement were approximately $250 million, before deducting placement agent fees and other expenses. We intend to use the net proceeds from the Private Placement for general corporate purposes. See “Prospectus Summary – Recent Developments – Private Placement” for more information.

NV5 Acquisition and Amendment to Credit Facility

On August 4, 2025, in connection with the NV5 Acquisition, we entered into an amendment to our credit agreement which (i) provided for the Amendment No. 2 Term Loans in an aggregate principal amount of $875.0 million, which increased the aggregate amount of total term loans outstanding under the senior secured term loan facility of the credit agreement from $769.2 million to $1.6 billion, and (ii) increased the aggregate amount available under the senior secured revolving credit facility of the credit agreement from $75.0 million to $125.0 million. From and after the closing of the NV5 Acquisition, principal payments on the Amendment No. 1 Term Loans (as defined below) and the Amendment No. 2 Term Loans, commencing on September 30, 2025, will be made in quarterly installments on the last day of each fiscal quarter equal to $4.1 million subject to adjustments in accordance with the credit agreement. The Amendment No. 1 Term Loans and Amendment No. 2 Term Loans will mature on July 30, 2031. The proceeds of the $875.0 million new term loans were used to finance the cash purchase consideration for the NV5 Acquisition and pay transaction costs associated with the amendment to the credit agreement.

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. Since the enactment occurred after the balance sheet date but before the issuance of the unaudited condensed consolidated financial statements, these changes were not reflected in the income tax provision for the three and six months ended June 30, 2025. We are currently evaluating the impact on future periods.

Certain Factors and Trends Affecting Our Results of Operations

Summary of Acquisitions

In addition to the Acuren Acquisition and the NV5 Acquisition, we completed other acquisitions, none of which were material, during the periods presented that also affect the comparability of results of operations, as summarized below.

On April 15, 2024, we acquired all of the outstanding stock of Advance Coating Solutions, Inc. (“Advance”), a Canadian company, for $2.0 million, net of cash acquired. Advance specializes in corrosion prevention and remediation solutions, across a wide range of end markets including mining, refining and processing, storage, and pipelines.

On April 2, 2024, we acquired all of the outstanding stock of ADV Integrity, Inc. (“ADV”), a company located in Magnolia, Texas, for $16.4 million, net of cash acquired. ADV is a provider of engineering, materials testing and analysis, and technology development. We have not finalized its accounting for this acquisition and will make appropriate adjustments to the purchase price allocation as valuations are completed.

On January 30, 2024, we acquired all of the outstanding stock of TriQuest Nondestructive Testing Corp. (“TriQuest”), a Canadian company, for $29.3 million, net of cash acquired. TriQuest provides a wide range of services including conventional and advanced NDT methods and visual inspection services, based in western Canada. We have not finalized its accounting for this acquisition and will make appropriate adjustments to the purchase price allocation as valuations are completed.

On November 14, 2022, we purchased all the issued and outstanding stock of GBOG Holding Corporation, a U.S. company, and indirectly acquired 100% of the outstanding stock of its subsidiary, Versa Integrity Group, Inc. (collectively, “Versa”) for consideration of $39.9 million, which is net of cash acquired of $3.4 million included on Versa’s balance sheet prior to closing. The acquisition was funded by borrowing against our short-term revolver facility. Versa delivers NDT, mechanical integrity, and advanced services primarily across the southern region of the United States and is included in the United States segment since the date of the acquisition.

During the periods ended December 31, 2023 and 2022, we completed two other business acquisitions. The aggregate purchase price of these other acquisitions was $11.7 million, which is net of cash acquired, and was allocated to assets acquired and liabilities assumed at their estimated fair values.

Economic, Industry and Market Factors

We may experience increased costs associated with the recent developments around tariffs between the United States, Canada, and the UK and will continue to monitor market conditions and respond accordingly. We also have observed some impact from inflationary pressures during 2024 and into 2025. Although we look to mitigate the impact of these pressures with a combination of cost management and price initiatives, there can be no guarantee that these initiatives will be successful. 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.

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 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. To date, Pillar 2 has not had a material impact on our effective tax rate or condensed consolidated financial statements.

Effect of Seasonality and Cyclical Nature of Business

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. 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. In the fourth quarter, many projects tend to be completed by customers seeking to spend their capital budgets before the end of the year, which generally has a positive effect on revenue. However, the holiday season and inclement weather can cause delays, which can reduce revenue and related costs on affected projects.

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. Variations or unanticipated changes in project schedules in connection with large construction and installation projects can create fluctuations in revenue.

Description of Key Financial Statement Line Items

Service revenue

Service revenue is generated from our engineers, scientists, technologists, technicians, and specialized craft trades performing inspections, testing, and related services for customers both in the field and in our laboratories. Service revenue is recognized by us as services are performed for the customer. The vast majority of our 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. Labor costs are recognized as labor hours are incurred in delivering services.

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, amortization of intangibles, and facility related expenses.

Results of Operations for the three and six months ended June 30, 2025 and 2024

The comparability of our operating results for the three and six months ended June 30, 2025 (Successor) and June 30, 2024 (Predecessor) was impacted by the Acuren Acquisition. 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.

The following table summarizes our results of operations for the periods indicated:

	Three Months Ended June 30,						Six Months Ended June 30,
	Successor			Predecessor			Successor			Predecessor
	2025			2024			2025			2024
Service revenue	$	313,925		$	309,292		$	548,140		$	532,354
Cost of revenue		239,824			228,673			430,370			395,887
Gross profit		74,101			80,619			117,770			136,467
Selling, general and administrative expenses		55,236			60,870			107,694			102,724
Transaction costs		515			—			1,166			—
Income from operations		18,350			19,749			8,910			33,743
Interest expense, net		15,451			17,569			31,458			33,551
Other income, net		(777	)		(279	)		(1,896	)		(286	)
Income (loss) before income tax provision		3,676			2,459			(20,652	)		478
Income tax provision		3,909			7,909			5,374			7,199
Net loss	$	(233	)	$	(5,450	)	$	(26,026	)	$	(6,721	)

Comparison of the three months ended June 30, 2025 (Successor) to the three months ended June 30, 2024 (Predecessor)

Service revenue

Service revenue was $313.9 million for the three months ended June 30, 2025 (Successor), an increase of $4.6 million, or 1.5%, compared to $309.3 million during the three months ended June 30, 2024 (Predecessor). This year-over- year increase in service revenue was driven primarily by new customer wins, increased penetration with existing customers and higher volumes of call-out work.

Cost of revenue

Cost of revenue was $239.8 million for the three months ended June 30, 2025 (Successor), an increase of $11.2 million, or 5.0%, compared to $228.7 million during the three months ended June 30, 2024 (Predecessor). This increase was primarily driven by higher direct costs to support increased volumes of run and maintain work, call-outs and containment testing, as well as higher direct depreciation expense related to the Acuren Acquisition and incremental labor and onboarding costs associated with new customer site wins.

Gross profit

The following table presents gross profit and gross profit margin, defined as gross profit as a percentage of service revenue, for the three months ended June 30, 2025 (Successor) and June 30, 2024 (Predecessor):

	Three Months Ended June 30,
	Successor  2025			Predecessor 2024
Service revenue	$	313,925		$	309,292
Gross profit		74,101			80,619
Gross profit margin		24	%		26	%

Our gross profit was $74.1 million for the three months ended June 30, 2025 (Successor), a decrease of $6.5 million, or 8.1%, compared to $80.6 million during the three months ended June 30, 2024 (Predecessor). This year-over- year decrease was primarily attributable to the absence of high-margin turnaround activity and changes to business mix during the three months ended June 30, 2025. These headwinds were partially offset by continued strength in callout activity and contributions from new customer wins during the current period..

Selling, general and administrative expenses

The following table presents selling, general and administrative expenses (“SG&A expenses”) and SG&A expenses as a percentage of service revenue for the three months ended June 30, 2025 (Successor) and June 30, 2024 (Predecessor):

	Three Months Ended June 30,
	Successor 2025			Predecessor 2024
SG&A expenses	$	55,236		$	60,870
SG&A expenses as a percentage of service revenue		17.6	%		19.7	%

Our SG&A expenses were $55.2 million for the three months ended June 30, 2025 (Successor), a decrease of $5.6 million, or 9.3%, compared to $60.9 million during the three months ended June 30, 2024 (Predecessor). This decrease in SG&A expenses was primarily driven by lower share-based compensation expense during the three months ended June 30, 2025 (Successor). This was partially offset by higher amortization expense related to the step-up in intangible assets from the Acuren Acquisition, as well as increased employee-related and transaction-related costs.

Depreciation and amortization expense

Total depreciation expense for property and equipment and amortization expense for intangibles were recognized as follows:

	Three Months Ended June 30,
	Successor 2025		Predecessor 2024
Depreciation expense included in cost of revenue	$	16,219	$	9,481
Depreciation and amortization expense included in SG&A expenses		13,318		10,189
Total depreciation and amortization expense	$	29,537	$	19,670

This increase in depreciation and amortization expense of $9.9 million, or 50.2%, was due to the step-up in property and equipment and intangible assets from the Acuren Acquisition.

Interest expense, net

Interest expense, net was $15.5 million for the three months ended June 30, 2025 (Successor), a decrease of $2.1 million, or 12.1%, compared to $17.6 million during the three months ended June 30, 2024 (Predecessor). This decrease in interest expense, net was primarily driven by lower average interest rates compared to the prior year period.

Income taxes

We recorded income tax expense of $3.9 million and $7.9 million for the three months ended June 30, 2025 (Successor) and June 30, 2024 (Predecessor), respectively. Income tax expense for the three months ended June 30, 2025 (Successor) was primarily driven by the valuation allowance of $11.1 million recorded against our interest limitation carryforwards. Income tax expense for three months ended June 30, 2024 (Predecessor) was driven by stock compensation expense recorded during the Predecessor period that was not deductible for tax purposes. See “Note 13. Income Taxes” for further discussion.

Comparison of the six months ended June 30, 2025 (Successor) to the six months ended June 30, 2024 (Predecessor)

Service revenue

Service revenue was $548.1 million for the six months ended June 30, 2025 (Successor), an increase of $15.8 million, or 3.0%, compared to $532.4 million during the six months ended June 30, 2024 (Predecessor). This year-over- year increase in service revenue was driven primarily by strong performance in run and maintain and callout work. This increase was partially offset by lower service revenue from non-recurring turnaround activity and the impact of adverse weather events in the U.S. during the first quarter of 2025.

Cost of revenue

Cost of revenue was $430.4 million for the six months ended June 30, 2025 (Successor), an increase of $34.5 million, or 8.7%, compared to $395.9 million during the six months ended June 30, 2024 (Predecessor). This increase was primarily driven by direct costs related to servicing the increased revenue base as well as increased depreciation expense related to the Acuren Acquisition

Gross profit

The following table presents gross profit and gross profit margin for the six months ended June 30, 2025 (Successor) and June 30, 2024 (Predecessor):

	Six Months Ended June 30,
	Successor 2025			Predecessor 2024
Service revenue	$	548,140		$	532,354
Gross profit		117,770			136,467
Gross profit margin		21.5	%		25.6	%

Our gross profit was $117.8 million for the six months ended June 30, 2025 (Successor), a decrease of $18.7 million, or 13.7%, compared to $136.5 million during the six months ended June 30, 2024 (Predecessor). This year-over-year decrease in gross profit was primarily attributable to adverse weather events in the U.S. during the first quarter of 2025, the timing of turnaround activity and a less favorable mix of work. The prior year period also benefited from certain one-time, higher margin projects that did not recur in 2025.

Selling, general and administrative expenses

The following table presents SG&A expenses and SG&A expenses as a percentage of service revenue for the six months ended June 30, 2025 (Successor) and June 30, 2024 (Predecessor):

	Six Months Ended June 30,
	Successor 2025			Predecessor 2024
SG&A expenses	$	107,694		$	102,724
SG&A expenses as a percentage of service revenue (%)		19.6	%		19.3	%

Our SG&A expenses were $107.7 million for the six months ended June 30, 2025 (Successor), an increase of $5.0 million, or 4.8%, compared to $102.7 million during the six months ended June 30, 2024 (Predecessor). This increase in SG&A expenses was driven primarily by higher employee-related costs and increased amortization expense related to the step-up in intangible assets from the Acuren Acquisition.

Depreciation and amortization expense

Total depreciation expense for property and equipment and amortization expense for intangibles were recognized as follows:

	Six Months Ended June 30,
	Successor 2025		Predecessor 2024
Depreciation expense included in cost of revenue	$	31,581	$	18,542
Depreciation and amortization expense included in SG&A expenses		26,555		20,221
Total depreciation and amortization expense	$	58,136	$	38,763

This increase in depreciation and amortization expense of $19.4 million, or 50.0%, was primarily due to the step-up in property and equipment and intangible assets from the Acuren Acquisition.

Interest expense, net

Interest expense, net was $31.5 million for the six months ended June 30, 2025 (Successor), a decrease of $2.09 million, or 6.2%, compared to $33.6 million during the six months ended June 30, 2024 (Predecessor). This decrease in interest expense, net was primarily driven by lower average interest rates compared to the prior year period.

Income taxes

We recorded income tax expense of $5.4 million and $7.2 million for the six months ended June 30, 2025 (Successor) and June 30, 2024 (Predecessor), respectively. Income tax expense for the six months ended June 30, 2025 (Successor) was primarily driven by the valuation allowance of $11.1 million recorded against our interest limitation carryforwards. Income tax expense for the six months ended June 30, 2024 (Predecessor) was driven by stock compensation expense recorded during the Predecessor period that was not deductible for tax purposes. See “Note 13. Income Taxes” for further discussion.

Operating Segment Results

The following tables set forth summarized financial information about our reportable segments for the Successor and Predecessor periods indicated.

Comparison of the three months ended June 30, 2025 (Successor) to the three months ended June 30, 2024 (Predecessor)

Service revenue

	Three Months Ended June 30,
	Successor 2025			Predecessor 2024			Increase (Decrease)			% Change
United States	$	164,079		$	165,623		$	(1,544	)		(0.9	)%
Canada		150,339			144,036			6,303			4.4	%
Corporate and eliminations		(493	)		(367	)		(126	)		34.3	%
	$	313,925		$	309,292		$	4,633			1.5	%

Cost of revenue

	Three Months Ended June 30,
	Successor 2025			Predecessor 2024			Increase (Decrease)			% Change
United States	$	126,251		$	121,544		$	4,707			3.9	%
Canada		114,066			107,496			6,570			6.1	%
Corporate and eliminations		(493	)		(367	)		(126	)		34.3	%
	$	239,824		$	228,673		$	11,151			4.9	%

Gross profit

	Three Months Ended June 30,
	Successor 2025		Predecessor 2024		Increase (Decrease)			% Change
United States	$	37,828	$	44,079	$	(6,251	)		(14.2	)%
Canada		36,273		36,540		(267	)		(0.7	)%
	$	74,101	$	80,619	$	(6,518	)		(8.1	)%

United States

United States service revenue was $164.1 million for the three months ended June 30, 2025 (Successor), a decrease of $1.5 million, or 0.9%, compared to $165.6 million during the three months ended June 30, 2024 (Predecessor). This decrease was primarily driven by lower turnaround volumes and softness in the chemicals and refining end markets.

Segment gross profit was $37.8 million for the three months ended June 30, 2025 (Successor), a decrease of $6.3 million, or 14.2%, compared to $44.1 million during the three months ended June 30, 2024 (Predecessor). This decrease was primarily attributable to lower turnaround and project activity compared to the second quarter of 2024.

Canada

Canada service revenue was $150.3 million for the three months ended June 30, 2025 (Successor), an increase of $6.3 million, or 4.4%, compared to $144.0 million during the three months ended June 30, 2024 (Predecessor). This increase in service revenue was primarily driven by higher customer penetration and improved volumes in run and maintain and callout work, supported by growth in the energy processing and midstream energy infrastructure end markets.

Segment gross profit was $36.3 million for the three months ended June 30, 2025 (Successor), a decrease of $0.3 million, or 0.7%, compared to $36.5 million during the three months ended June 30, 2024 (Predecessor). This slight decrease was primarily due to a less favorable mix of work and the absence of one-time higher margin projects that benefited the prior year period.

Comparison of the six months ended June 30, 2025 (Successor) to the six months ended June 30, 2024 (Predecessor)

Service revenue

	Six Months Ended June 30,
	Successor 2025			Predecessor 2024			Increase (Decrease)			% Change
United States	$	311,769		$	308,927		$	2,842			0.9	%
Canada		237,311			224,191			13,120			5.9	%
Corporate and eliminations		(940	)	$	(764	)		(176	)		23.0	%
	$	548,140		$	532,354		$	15,786			3.0	%

Cost of revenue

	Six Months Ended June 30,
	Successor 2025			Predecessor 2024			Increase (Decrease)			% Change
United States	$	245,847			227,852		$	17,995			7.9	%
Canada		185,463			168,799			16,664			9.9	%
Corporate and Eliminations		(940	)		(764	)		(176	)		23.0	%
	$	430,370		$	395,887		$	34,483			8.7	%

Gross profit

	Six Months Ended June 30,
	Successor 2025		Predecessor 2024		Increase (Decrease)			% Change
United States	$	65,922		81,075	$	(15,153	)		(18.7	)%
Canada		51,848		55,392		(3,544	)		(6.4	)%
	$	117,770	$	136,467	$	(18,697	)		(13.7	)%

United States

United States service revenue was $311.8 million for the six months ended June 30, 2025 (Successor), an increase of $2.8 million, or 0.9%, compared to $308.9 million during the six months ended June 30, 2024 (Predecessor). This increase was primarily driven by improved run and maintain volumes and higher customer penetration, partially offset by adverse weather events in the first quarter of 2025 and reduced customer demand in the chemicals and refining end markets.

Segment gross profit was $65.9 million for the six months ended June 30, 2025 (Successor), a decrease of $15.2 million, or 18.7%, compared to $81.1 million during the six months ended June 30, 2024 (Predecessor). This decrease was primarily attributable to adverse weather events in the first quarter of 2025, lower turnaround and project volumes, and a less favorable mix of work compared to the prior-year period.

Canada

Canada service revenue was $237.3 million for the six months ended June 30, 2025 (Successor), an increase of $13.1 million, or 5.9%, compared to $224.2 million during the six months ended June 30, 2024 (Predecessor). This increase in service revenue was primarily driven by higher customer penetration and improved volumes in run and maintain and callout work, supported by growth in the energy processing and midstream energy infrastructure end markets.

Segment gross profit was $51.8 million for the six months ended June 30, 2025 (Successor), a decrease of $3.5 million, or 6.4%, compared to $55.4 million during the six months ended June 30, 2024 (Predecessor). This decrease was primarily due to a less favorable mix of work and the absence of one-time higher margin projects that benefited the prior year period.

Results of Operations for the years ended December 31, 2024 and 2023

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. 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. The entirety of Admiral’s activity through the Closing Date of the Acuren Acquisition was related to our formation, the preparation of our initial public offering, and since the closing of our initial public offering, the search for a target company or business.

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

Refer to “Note 2. Summary of Significant Accounting Policies” in the consolidated financial statements for further detail on the update to the presentation of cost of revenue and selling, general, and administrative expenses impacting the amounts presented herein for the periods 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 (Predecessor). Refer to “Note 2. Summary of Significant Accounting Policies” in the consolidated financial statements for further detail on the restatement of previously issued consolidated financial statements for the period from January 1, 2024 to July 29, 2024 (Predecessor).

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). This increase in service revenue was driven primarily by increases in transaction volumes with recurring customers and new sales in target markets as well as net sales growth of approximately $21.3 million directly related to the 2024 Predecessor acquisitions.

Cost of revenue

Cost of revenue was $471.9 million and $359.8 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 $21.2 million, or 2.6%, compared to $810.5 million during the year ended December 31, 2023 (Predecessor). This increase was primarily driven by 2024 Predecessor acquisitions which contributed $17.3 million of the increase.

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	%

Our 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 to 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). The gross profit increase primarily results from pricing initiatives implemented in 2023 and increased volumes. Additionally, TIC Solutions had gross profit growth of approximately $3.9 million directly related to acquisitions.

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	%

Our 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). The increase in SG&A expenses was driven primarily by share-based compensation related costs resulting from the Acuren Acquisition. The remaining change relates to increases in employee related costs as well as increases in rent and facility costs.

Depreciation and Amortization Expense

Total depreciation expense for property, plant and equipment and amortization expense for intangibles were recognized as follows:

	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 increase is primarily related to legal, accounting, advisory, and other transaction costs resulting from the Acuren Acquisition.

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). This increase is due to new borrowings for working capital purposes and to fund acquisitions under our Credit Agreement in addition to a higher interest rate environment when compared against the prior year period.

Loss on extinguishment of debt

The loss on extinguishment of debt of $9.1 million recorded during the period from January 1, 2024 to July 29, 2024 (Predecessor) relates to the extinguishment of Predecessor debt as a result of the Acuren Acquisition.

Provision for income taxes

We 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). The tax benefit was primarily driven by the increased loss before taxes for the period from January 1, 2024 to July 29, 2024 (Predecessor) (as restated) and July 30, 2024 to December 31, 2024 (Successor) compared to income before taxes for the year ended December 31, 2023.

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. 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. To date, Pillar 2 has not had a material impact on the effective tax rate or the consolidated financial statements.

Operating Segment Results

Comparison of the periods from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor) to the year ended December 31, 2023 (Predecessor)

	Service Revenue
	2024						2023
	Successor July 30 to December 31			Predecessor January 1 to July 29			Predecessor January 1 to December 31			Increase (Decrease)			% Change
United States	$	267,136		$	363,474		$	643,847		($	13,237	)		(2	)%
Canada		197,541			271,859			409,150			60,250			15	%
Corporate and Eliminations		(1,150	)		(1,467	)		(2,940	)		323			(11	)%
	$	463,527		$	633,866		$	1,050,057		$	47,336			5	%

	Cost of Revenue
	2024						2023
	Successor July 30 to December 31			Predecessor January 1 to July 29			Predecessor January 1 to December 31			Increase (Decrease)			% Change
United States	$	208,574		$	255,335		$	498,964		($	35,055	)		(7	)%
Canada		152,424			218,013			314,510			55,927			18	%
Corporate and Eliminations		(1,150	)		(1,467	)		(2,940	)		323			(11	)%
	$	359,848		$	471,881		$	810,534		$	21,195			3	%

	Gross Profit
	2024				2023
	Successor July 30 to December 31		Predecessor January 1 to July 29		Predecessor January 1 to December 31		Increase (Decrease)		% Change
United States	$	58,562	$	108,139	$	144,883	$	21,818		15	%
Canada		45,117		53,846		94,640		4,323		5	%
	$	103,679	$	161,985	$	239,523	$	26,141		11	%

United States

United States service revenues were $363.5 million and $267.1 million for the period from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor), respectively, a decrease of $13.2 million, or 2.1%, compared to $643.8 million during the year ended December 31, 2023 (Predecessor). The decrease was driven by lower volumes during 2024 offset by impact of price increases from 2023 as well as increased revenue from 2024 acquisitions, which contributed approximately $9.1 million in new service revenue.

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. Acquisitions represented approximately $1.4 million in gross profit growth.

Canada

Canada service revenue was $271.9 million and $197.5 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 $60.3 million, or 14.7%, compared to $409.2 million during the year ended December 31, 2023 (Predecessor). The growth in service revenue was driven primarily by increased callout and customer outage activity. Acquisitions contributed approximately $12.1 million in new service revenue.

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. Acquisitions represented approximately $2.6 million in gross profit growth.

Liquidity and Capital Resources

Overview

Overall, we believe that available cash and cash equivalents, cash flows generated from future operations, access to capital markets, and availability under the Revolving Credit Facility are sufficient to fund our operations, service our indebtedness, and maintain compliance with our debt covenants over the next 12 months. Our uses of available cash, borrowing capacity, cash flows from operations and financing arrangements are used to invest in capital expenditures to support our growth, repay debt maturities as they become due, and complete integration activities. Our 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.

Financing

On July 30, 2024, in connection with the close of the Acuren Acquisition, we entered into a credit agreement, by and among a wholly-owned subsidiary 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”). The Credit Agreement provided for a $775.0 million seven-year senior secured term loan (the “Term Loan”) under a senior secured term loan facility (the “Term Loan Facility”) and a $75.0 million five-year revolver under a senior secured revolving credit facility (the “Revolving Credit Facility,” and together with the Term Loan Facility, the “Credit Facility”), of which up to $20.0 million could be used for the issuance of letters of credit. Previously, ASP Acuren was party to a credit agreement, dated as of December 20, 2019 (the “Prior Credit Agreement”), that provided for a term loan of $430.0 million and a revolving credit facility of $75.0 million. On each of January 23, 2020, November 19, 2021 and August 15, 2023, the Prior Credit Agreement was amended. In connection with the closing of the Acuren Acquisition, on July 30, 2024, the Prior Credit Agreement was paid in full.

First Amendment to Credit Agreement. On January 31, 2025, we entered into an amendment to the Credit Agreement (the “First Amendment”), pursuant to which the interest rate margins for the term loans outstanding under the Term Loan Facility (as amended, the “Amendment No. 1 Term Loans”) decreased from 2.50% to 1.75% for the base rate and from 3.50% to 2.75% for SOFR, adjusted for statutory reserves. All other material terms of the Credit Agreement, including the aggregate principal amount, repayment terms, and interest rate applicable on the Revolving Credit Facility remained the same.

Second Amendment to Credit Agreement. On August 4, 2025, in connection with the completion of the NV5 Acquisition, we entered into a second amendment to the Credit Agreement (the “Second Amendment”), pursuant to which (i) the Amendment No. 2 Term Loans were issued under the Term Loan Facility, which increased the aggregate amount of total term loans outstanding under the Term Loan Facility from $769.2 million to $1.6 billion, and (ii) the aggregate amount available under the Revolving Credit Facility was increased from $75.0 million to $125.0 million. From and after the NV5 Acquisition closing date, principal payments on the Amendment No. 1 Term Loans and the Amendment No. 2 Term Loans, commencing on September 30, 2025, will be made in quarterly installments on the last day of each fiscal quarter equal to $4.1 million, subject to adjustments in accordance with the Credit Agreement. The Amendment No. 2 Term Loans, together with the Amendment No. 1 Term Loans, will mature on July 30, 2031. The proceeds of the Amendment No. 2 Term Loans were used to finance the cash purchase consideration for the NV5 Acquisition and pay transaction costs associated with the Second Amendment. All other material terms of the Credit Agreement, as amended by the Second Amendment, remained unchanged.

Term Loan Amounts Outstanding. As of June 30, 2025, we had $769.2 million of principal outstanding under the Term Loan Facility. The interest rate applicable to the Term Loan Facility 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%. Principal payments on the Term Loan commenced on December 31, 2024, and are made in quarterly installments on the last day of each fiscal quarter in an amount equal to 0.25% of the initial aggregate principal amount of the Term Loan. The Term Loan matures on July 30, 2031.

Revolving Credit Facility Amounts Outstanding. As of June 30, 2025, we had we had no amounts outstanding under the Revolving Credit Facility. As of June 30, 2025, we had $5.9 million in stand-by letters of credit issued (as a component of the Revolving Credit Facility) but had not withdrawn any amount against the letters of credit. The interest rate applicable to borrowings under the Revolving Credit Facility is, at our option, either a base rate plus an applicable margin equal to 2.50% or SOFR (adjusted for statutory reserves) plus an applicable margin equal to 3.50%. The unused portion of the Revolving Credit Facility is subject to a commitment fee of 0.375% or 0.50% based on our first lien net leverage ratio.

For discussion of the First Amendment and Second Amendment to our Credit Agreement and the covenants contained in the Credit Agreement governing our Revolving Credit Facility, see “Note 11. Debt” of the notes to our unaudited condensed consolidated financial statements. As of June 30, 2025, we were in compliance with these covenants.

Cash Flows for the six months ended June 30, 2025 and 2024

The following table summarizes net cash flows with respect to our operating, investing and financing activities for the periods indicated:

	Six Months Ended June 30,
Cash flows provided by (used in):	Successor 2025			Predecessor 2024
Operating activities	$	26,305		$	(8,754	)
Investing activities		(28,407	)		(56,627	)
Financing activities		(10,308	)		8,750
Effect of exchange rate on cash		3,332			366
Net change in cash and cash equivalents	$	(9,078	)	$	(56,265	)

Operating activities

Net cash provided by operating activities for the six months ended June 30, 2025 (Successor) was $26.3 million, an increase of $35.1 million compared to cash used in operating activities of $8.8 million during the six months ended June 30, 2024 (Predecessor). This increase in operating cash flow was primarily driven by favorable changes in working capital, partially offset by lower gross profit and higher SG&A expenses.

Investing activities

For the six months ended June 30, 2025 (Successor), net cash used in investing activities was $28.4 million, a decrease of $28.2 million compared to net cash used in investing activities of $56.6 million for the six months ended June 30, 2024 (Predecessor) as a result of less cash used in acquisitions.

Financing activities

For the six months ended June 30, 2025 (Successor), net cash used in financing activities was $10.3 million, consisting primarily of payments on the Term Loan Facility, as well as principal payments on finance leases and payments of debt issuance costs. For the six months ended June 30, 2024 (Predecessor), net cash provided by financing activities was $8.8 million, consisting primarily of borrowings under the 2019 Credit Agreement, partially offset by repayments of borrowings under the 2019 Credit Agreement and principal payments on finance leases.

Effect of exchange rate changes

For the six months ended June 30, 2025 (Successor) and six months ended June 30, 2024 (Predecessor), the effect of foreign exchange rate changes on cash was $3.3 million and $0.4 million, respectively. The impact of exchange rates on cash and cash equivalents is primarily attributable to fluctuations in the U.S. Dollar exchange rate against the Canadian Dollar.

Cash Flows for the twelve months ended December 31, 2024 and 2023

The following table summarizes net cash flows with respect to our operating, investing, and financing activities for the periods indicated (in thousands):

	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. The change in cash used in operating activities was primarily driven by the decrease in net income (loss) of $114.9 million, which includes $41.2 million of transaction costs related to the Acuren Acquisition, as well as decreases in operating assets and liabilities of $39.7 million, offset by changes in share-based compensation expense of $77.5 million.

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.

For the year ended December 31, 2023, net cash used in investing activities was $26.5 million, consisting primarily of $22.1 million of capital expenditures.

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.

For the year ended December 31, 2023, net cash used in financing activities was $49.2 million, consisting primarily of dividends paid of $150.0 million, repayments of long-term debt of $81.4 million, and principal payments of finance lease obligations of $9.9 million, offset by net borrowings under our Prior Credit Agreement of $113.6 million.

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. The impact of exchange rates on cash and cash equivalents is primarily attributable to fluctuations in the U.S. Dollar exchange rate against the Canadian Dollar.

Off-Balance Sheet Arrangements

During the six months ended June 30, 2025 (Successor) or the six months ended June 30, 2024 (Predecessor), 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.

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 purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Recently Issued Accounting Pronouncements

See “Note 1. Description of Business and Basis of Presentation” of the notes to our unaudited condensed 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 unaudited condensed 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.

Revenue Recognition from Contracts with Customers

The majority of our revenues are derived from providing services on a time and material basis and are short-term in nature. Payments are generally due within 45 days of services unless otherwise noted. There are no material warranties, refunds, or other similar obligations.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. 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. Some contracts have multiple performance obligations, most commonly due to the contract providing for a combination of inspection, engineering or industrial services.

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. Generally, when contracts are modified, the modification is to account for changes in scope to the services that are provided. In most instances, contract modifications reflect either additions or subtractions to previously identified performance obligations and therefore are not considered distinct.

Performance obligations are satisfied over time as work progresses. 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.

Business Combinations

We account for our business combinations under the acquisition method of accounting, with the purchase price allocated based on the fair value to the individual assets acquired and liabilities assumed at the acquisition date. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. Certain estimates and judgments are required in the application of the fair value techniques, including estimates of the respective acquisition’s future performance and related cash flows, selection of a discount rate and economic lives, and use of Level 3 measurements. While we use the best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, estimates are inherently uncertain and subject to refinement. 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).

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. 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. We have two reporting units, the United States and Canada, which align with our reportable segments.

We first assess qualitatively, step zero, whether it is necessary to perform step one of the annual impairment tests. 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%). When step one indicates that the reporting unit’s carrying value exceeds its fair value, an impairment will be recorded in the period the goodwill is determined to be impaired.

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. Qualitative indicators that may trigger the need for annual or interim quantitative impairment testing include, among other things, deterioration in macroeconomic conditions, declining financial performance, deterioration in the operational environment, or an expectation of selling or disposing of a portion of a reporting unit. Additionally, a significant change in business climate, a loss of a significant customer, increased competition, a sustained decrease in share price, or a decrease in estimated fair value below book value may trigger the need for interim impairment testing of goodwill associated with one or more reporting units.

Any goodwill impairment is limited to the total amount of goodwill allocated to that reporting unit. The income tax effect associated with an impairment of tax-deductible goodwill is also considered in the measurement of the goodwill impairment. During the years ended December 31, 2023 and 2022, we performed a qualitative analysis. There were no impairment charges in 2023 or 2022. 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.

We consider the income and market approaches when estimating the fair values of reporting units which requires significant judgement in evaluating economic and industry trends, estimated future cash flows, discount rates, and other factors.

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.

Valuation of Long-Lived Assets

Long-lived assets, such as property, plant and equipment and purchased identifiable intangible assets that are subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of an asset is measured by a comparison of the carrying amount of the asset to the estimated undiscounted future cash flows expected to be generated by 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. 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 years ended December 31, 2023 and 2022.

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. 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.

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. 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 believe it is more likely than not that a liability exists.

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. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. We record interest expenses and penalties on uncertain tax liabilities in the provision for income taxes.

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. 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. 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.

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.

Interest Rate Risk

Our 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. 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

We have foreign operations in Canada and the United Kingdom. Revenue generated from foreign operations represented approximately 43%, 44% and 39% of our 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 and expense related to our 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). We are subject to fluctuations in foreign currency exchange rates when transactions are denominated in currencies other than the functional currencies. 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 our foreign subsidiaries into U.S. dollars. 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), 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. 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.

Our Business

Our Company

We historically have operated our business in two operating segments, U.S. and Canada. As a result of the NV5 Acquisition, we intend to operate our business across three operating segments: (i) Inspection and Mitigation, (ii) Consulting Engineering, and (iii) Geospatial. We anticipate implementing reporting of these segments in advance of, or commencing with, the first quarter of 2026.

Our Inspection and Mitigation services include NDT and RAT solutions. 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. 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. These RAT solutions often offer cost or scheduling advantages to the customer and can be delivered without compromising safety or quality.

We are headquartered in Hollywood, Florida and operate from 279 locations of which 37 are lab facilities. We operate primarily in the United States and Canada, with additional operations in select international markets, including Europe, Asia, and the Middle East.

We generate significant recurring revenue and repeat business from a diversified base of long-standing clients across a variety of end markets. 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. 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.

Our 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. 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. 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.

NDT allows for the detection of 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. 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.

Due to these trends, providers with integrated solutions, scalable operations, skilled personnel, and a global footprint are expected to have a distinct competitive advantage. Scale also allows resource sharing across locations to serve customers more efficiently and optimize workforce utilization.

Consulting Engineering

Consulting engineering services support the planning, design, commissioning, and long-term operation of infrastructure and building systems. Demand is driven by regulatory compliance requirements, sustainability initiatives, and the need to extend the useful life of aging assets. The market includes transportation, utilities, water resources, environmental infrastructure, data centers, clean energy facilities, and commercial and institutional buildings.

The industry has historically been fragmented, with many smaller or specialized firms serving local markets. Customers, particularly public-sector agencies, are increasingly seeking providers with the scale to deliver multidisciplinary expertise and manage large and complex projects. A large portion of this segment revenue is derived from public and quasi-public sector clients, with additional demand from utilities, energy companies, real estate developers, and other private-sector customers.

Services in this market include engineering design, conformity assessment, environmental consulting, and building systems design. Materials engineering and laboratory testing, including destructive testing, failure analysis, corrosion and welding engineering, and chemical analysis, have historically been offered by TIC Solutions and represent an established component of the market. Providers with both field and laboratory capabilities are positioned to serve client needs across the asset life cycle, from design and commissioning through maintenance and life-extension planning.

Geospatial

The geospatial services market provides data collection, analytics, and software solutions that support infrastructure planning, environmental monitoring, and asset management. Customers use technologies such as LiDAR, aerial imagery, remote sensing, and unmanned aerial systems to monitor coastal areas, floodplains, vegetation, utility corridors, and natural resources.

Public-sector clients account for a significant share of demand. NV5 disclosed that approximately 80% of its Geospatial Solutions segment revenue is derived from federal, civil, defense, and state and local agencies (including public utilities). Private utilities and transportation operators also represent important customer groups. Geospatial revenue is generated from a combination of software subscriptions and project-based services. While subscription revenue provides recurring revenue streams, the majority of project-based work is performed for long-standing clients and is typically repeat in nature. This mix supports recurring engagement across utilities, transportation, defense, and government agencies.

The market has historically been fragmented. Providers with scale, technical expertise, and proprietary software and analytics are positioned to maintain a competitive advantage in serving long-term public- and private-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. 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. 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. 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. 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 inspection, engineering, and geospatial services to third-party providers with advanced solution portfolios, engineering expertise and trained workforces. 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. 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. 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. 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. 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. 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. A significant portion of infrastructure and geospatial services is funded, directly or indirectly, by federal, state, and municipal governments. 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.

Our Competitive Strengths

Our Growth Strategy

Increasing Wallet Share. We are focused on deepening relationships within our existing customer base. 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. 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 service offerings by enhancing our core nondestructive testing (NDT), rope access, and laboratory capabilities and by expanding advanced inspection technologies. In addition, through the NV5 Acquisition we have broadened our services to include infrastructure engineering, building systems, environmental consulting, and geospatial analytics, which provide additional avenues for growth.

Mergers and Acquisitions. 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 a small number of tuck-in acquisitions each year, generally funded by free cash flow from operations and available borrowings under our credit facilities. We focus on targets that expand our geographic reach, broaden our technical capabilities, or add complementary services, provided they align with our culture of safety and quality. We evaluate potential acquisitions based on expected growth, purchase price, integration feasibility, and scalability of new capabilities through our platform.

Our Clients

Our highly diversified, long-tenured client base spans both public- and private-sector clients across industrial, infrastructure, utilities, and commercial real estate end markets. Our public-sector clients include federal, state, and municipal agencies, public utilities, transportation authorities, and environmental regulators. Our private-sector clients span industrial, infrastructure, construction, and commercial real estate end markets. 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. Based on combined TIC Solutions and NV5 revenues for fiscal year 2024, we serve a diverse range of end markets with infrastructure, industrial and manufacturing and energy processing end markets equally accounting for approximately 65% of revenues with the other 35% comprised of utilities, government geospatial, midstream infrastructure and data center end markets.

We contract under a mix of time-and-materials, cost-plus, fixed-price, and unit-rate arrangements, with the mix varying by segment. Inspection and Mitigation work is primarily time-and-materials or cost-plus, with less than 10% under fixed-price contracts. Consulting Engineering and Geospatial include a higher proportion of fixed-price contracts, which represent the majority of the revenue, with the balance largely time-and-materials, unit-rate work, or software subscriptions. 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. 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. Clients in this segment are primarily industrial operators including energy, chemicals, refining, and manufacturing end markets. We provide nondestructive testing, rope access, and field mitigation services to ensure the safety, reliability, and compliance of critical assets. Clients typically engage us under multi-year master service agreements covering inspection, maintenance, and turnaround work.

Consulting Engineering. Clients in this segment include federal, state, and local government agencies, public utilities, industrial facilities, and commercial and institutional building owners. Services include infrastructure and building design, commissioning, permitting, environmental consulting, failure analysis, materials selection and laboratory-based materials testing. These engagements are generally contracted on a project basis and may be structured as time-and-materials, unit-rate, or fixed-price contracts.

Geospatial. Clients in this segment include public-sector entities such as defense and intelligence agencies, civil agencies, and state and local governments, as well as utilities and transportation operators. We provide geospatial data collection, analytics, and software solutions to support asset management, planning, and environmental monitoring. Services are performed under project-based contracts as well as subscription-based software agreements that provide recurring revenue.

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. 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.

In addition to proprietary nondestructive testing processes and inspection methodologies, we maintain proprietary software and data analytics platforms, including geospatial applications, proprietary algorithms and automated enrichment models, subscription software, and cloud-based data engagement platforms, that support our service delivery. Our trademarks and service marks provide us and our solutions with brand recognition in our markets. We do not consider any single patent, trademark or service mark, software platform, or other intellectual property right material to our financial condition or results of operations. We also maintain an enterprise information security program designed to identify, protect, detect, respond to, and manage cybersecurity risks, including third-party risk management, employee training, and periodic testing.

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. For our inspection and mitigation services, our revenue is lowest at the beginning of the year and during the winter months in North America because of 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. In the fourth quarter, revenue may benefit from customers completing projects before the end of the year, although the holiday season and inclement weather can cause delays and reduce activity levels.

Our engineering and geospatial services may also reflect timing related to government budget cycles, permitting, and capital program approvals. Delays in these factors can defer projects into future periods.

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. Variations or unanticipated changes in project schedules in connection with large construction and infrastructure projects can create fluctuations in revenue.

Competitive Environment

We operate in industries that are highly competitive and fragmented. 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. 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 public- and private-sector clients.

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. 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.

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 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. 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. 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. If we fail to comply with applicable regulations, we could be subject to substantial fines or revocation of our operating licenses.

We are subject to various national, state, and local labor and employment laws and regulations which govern minimum wage and hour requirements, overtime, working conditions, mandatory benefits, health and social insurance, statutory notice periods and other employment-related matters, duties and obligations. 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.

Internationally, we are also subject to various government laws and regulations (including the Foreign Corrupt Practices Act and similar non-U.S. laws and regulations), export laws and regulations (including ITAR, EAR and trade sanctions against embargoed countries to the extent we export technical services, data, products, and equipment outside of the United States), local government regulations, procurement policies and practices, and varying currency, political, and economic risks.

We also are subject to various environmental laws and regulations that impose liability and cleanup responsibility for releases of hazardous substances into the environment. Under certain of these laws and regulations, liabilities can be imposed for cleanup of properties, regardless of whether we directly caused the contamination or violated any law at the time of discharge or disposal. The presence of contamination from such substances or wastes could interfere with ongoing operations or adversely affect our business. In addition, we could be held liable for significant penalties and damages under certain environmental laws and regulations. Our contracts with customers may also impose liabilities on us regarding environmental issues that arise through the performance of our services. From time to time, we may incur costs and obligations related to environmental compliance and/or remediation matters.

Additionally, our NV5 business contracts with various U.S. governmental agencies and entities which requires compliance with laws and regulations relating to the formation, administration and performance of contracts. These laws and regulations contain terms that, among other things:

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require certification and disclosure of all costs or pricing data in connection with various contract negotiations,

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impose procurement regulations that define allowable and unallowable costs and otherwise govern our right to reimbursement under various cost-based U.S. government contracts, and

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restrict the use and dissemination of information classified for national security purposes and the exportation of certain products and technical data.

Human Capital

Employees

As of August 20, 2025, we had 11,694 employees, of which 7,295 (inclusive of 369 temporary or part-time employees) were located in the United States and 4,399 (inclusive of 683 temporary or part-time employees) were located internationally, and 1,230 of our 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.

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 believe we have created a safety culture which exceeds industry standards and focuses on the behaviors that keep our employees and the public safe with the belief that all accidents are preventable. We utilize the International Oil and Gas Producers “Life Saving Rules” which are the best-in-class standards for all types of industries. Our safety programs are fully integrated within all operations across our company. Our employees receive a full suite of training tailored to employee needs and the training exceeds industry minimum standards for each type of work.

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. As of the date hereof, we operate from 279 locations, of which 37 are lab facilities. We believe that our existing facilities are sufficient for our current needs.

Legal Proceedings

We are subject to certain claims and lawsuits arising in the normal course of business. We maintain various insurance coverages to minimize financial risk associated with these claims. We have estimated and provided accruals for probable losses and related legal fees associated with certain litigation in our consolidated financial statements. 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.

Available Information

Our internet website address is www.ticsolutions.com. 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 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. The SEC also makes available at www.sec.gov reports, proxy and information statements and other information filed by issuers, such as us, with the SEC. Our website is not incorporated by reference into this prospectus.

Management

Directors

Set forth below is certain information relating to our current directors.

Name	Age	Title
Robert A. E. Franklin	34	Executive Chairman of the Board
Sir Martin E. Franklin	60	Co-Chairman of the Board
Antoinette C. Bush	68	Director
Rory Cullinan	65	Director
Elizabeth Meloy Hepding	48	Director
Benjamin Heraud	44	Director
Peter Hochfelder	63	Director
James E. Lillie	64	Director
Talman Pizzey	60	Director
Byron Roth	62	Director
Dickerson Wright	78	Director

Robert A. E. Franklin

Executive Chairman

DIRECTOR SINCE: 2023

BACKGROUND:

Robert A.E. Franklin has served as one of our directors since May 2023 and Co-Chairman since July 2024 (including as Executive Chairman since August 2025). Mr. Franklin currently serves on the Board of Sweet Oak, a diversified platform for consumable products, including Royal Oak Enterprises, LLC and Whole Earth Brands, Inc. and was a director of Double Diamond Distillery LLC from June 2017 to December 2021. Mr. Franklin has been actively involved in prior acquisition vehicles, including Nomad Holdings Limited (the vehicle that became Nomad Foods Limited) and J2 Acquisition Limited (the vehicle that became APi Group Corporation). Mr. Franklin previously served as an investment associate at TOMS Capital, a New York-based family office, from September 2014 to September 2016 and an investment banking analyst at Barclays Capital, focusing on technology, media and telecommunications from June 2013 to August 2014. Mr. Franklin received a B.A. in communications from the University of Pennsylvania. Mr. Franklin is the son of the Co-Chairman of the Board, Sir Martin E. Franklin.

Skills & Qualifications:

We believe Mr. Franklin’s qualifications to serve on the Board include investment experience and his prior board experience.

Sir Martin E. Franklin

Co-Chairman

DIRECTOR SINCE: 2022

BACKGROUND:

Sir Martin Ellis Franklin, KGCN, is one of our co-founders and has served as a director since our inception in December 2022 and Co-Chairman since July 2024. Sir Martin is also the founder and CEO of Mariposa Capital, LLC, a Miami-based family office focused on long-term value creation across various industries, and Chairman and controlling shareholder of Sweet Oak, a diversified platform for consumable products, including Royal Oak Enterprises, LLC and Whole Earth Brands, Inc. Sir Martin is also the co-founder and Co-Chairman of Nomad Foods Limited, the Founder and Executive Chairman of Element Solutions Inc and the co-Chairman of APi Group Corporation. Sir Martin was the co-founder and Chairman of Jarden Corporation (“Jarden”) from 2001 until April 2016 when Jarden merged with Newell Brands Inc (“Newell”) serving also as its CEO from 2001 to 2011 and its Executive Chairman from 2011-2016. Prior to founding Jarden in 2001, Sir Martin served as the Chairman and/or Chief Executive Officer of three public companies: Benson Eyecare Corporation, Lumen Technologies, Inc., and Bollé Inc. between 1992 and 2000. Sir Martin is the father of the Executive Chairman of the Board, Robert A.E. Franklin.

Skills & Qualifications:

We believe Sir Martin’s qualifications to serve on the Board include his leadership, extensive experience as a member of other corporate boards and his knowledge of public companies.

Antoinette C. Bush

Director

DIRECTOR SINCE: 2024

COMMITTEES:

Compensation, Nominating and Corporate Governance

BACKGROUND:

Antoinette C. Bush has served as one of our directors since July 2024. Ms. Bush served as a Senior Advisor to News Corp from 2022 to 2024 and, from 2013 to 2022, Ms. Bush served as the Executive Vice President and Global Head of Government Affairs for News Corp. Prior to joining News Corp, Ms. Bush was a partner at Skadden, Arps, Slate, Meagher, & Flom LLP heading the firm’s Communications Law Practice Group. Ms. Bush’s experience includes serving as Executive Vice President of Northpoint Technology Ltd, where she led legal and regulatory strategy, and as Senior Counsel to the Communications Subcommittee of the U.S. Senate Committee on Commerce, Science, and Transportation. In the non-profit arena, Ms. Bush serves on a number of boards, including as the current chair of the board of directors of The HistoryMakers, a Regent for the Smithsonian Institution and the Board of Children’s National Hospital. Ms. Bush also serves on the board of directors of Ares Management Corporation and Ubicquia, Inc. Previous board service includes Radius Global Infrastructure, Inc. (f/k/a Digital Landscape Group, Inc.) and CNA Financial. Ms. Bush received her B.A. from Wellesley College and her J.D. from Northwestern University Pritzker School of Law.

Skills & Qualifications:

We believe Ms. Bush’s qualifications to serve on the Board include her board experience and her legal experience.

Rory Cullinan

Director

DIRECTOR SINCE: 2023

COMMITTEES:

Audit (chair)

BACKGROUND:

Rory Cullinan has served as one of our directors since May 2023 and as Lead Independent Director since July 2024. Mr. Cullinan currently serves on the board of directors of Cervecera CCU Chile Limitada and Embotelladoras Chilenas Unidas S.A. and on the advisory board of Delancey Real Estate Asset Management Limited, to which he was appointed in 2007. From September 2017 to October 2019, Mr. Cullinan also served on the board of J2 Acquisition Limited (the vehicle that became APi Group Corporation). From August 2009 until March 2015, Mr. Cullinan was an executive officer of various companies within the Royal Bank of Scotland Group, during which time he was Chief Executive Officer of both the Non-Core Division and Asset Protection Scheme and the Capital Resolution Group, and subsequently Executive Chairman of the Corporate and Institutional Banking (“CIB”) and Capital Resolution Group. Whilst Executive Chairman of the CIB and Capital Resolution Group, Mr. Cullinan led the $3 billion IPO of Citizens Financial Group, Inc. From August 2007 until 2009, Mr. Cullinan was a board member of the Renaissance Group, during which the Renaissance Group established the then largest private equity fund in Russia for $600 million. Mr. Cullinan has previously served as an executive director of the Royal Bank of Scotland Group plc from 2001 until 2005. He was the Head of Financial Services at Permira Advisors LLC from 2005 until 2006.

Skills & Qualifications:

We believe Mr. Cullinan’s qualifications to serve on the Board include his executive and board experience.

Elizabeth Meloy Hepding

Director

DIRECTOR SINCE: 2024

COMMITTEES:

Audit, Nominating and Corporate Governance

BACKGROUND:

Elizabeth Meloy Hepding has served as one of our directors since July 2024 and has served as the senior vice president of strategy and corporate development at Ingersoll Rand Inc. (NYSE: IR), a manufacturer of air, fluid, energy, and medical technologies, since July 2021. Prior to that, Ms. Hepding served as vice president, corporate development at PurposeBuilt Brands, Inc. from September 2019 to July 2021. Prior to joining PurposeBuilt Brands, Ms. Hepding was senior vice president, strategy and corporate development at Essendant Inc. from August 2016 until April 2019 and served in various senior roles at Essendant Inc. from April 2013. Ms. Hepding began her career in investment banking, spending more than a decade in the industry, primarily at UBS Investment Bank where she held roles of increasing responsibility. Ms. Hepding received her MBA from the University of Chicago Booth School of Business and her B.A. in economics from Washington & Lee University.

Skills & Qualifications:

We believe Ms. Hepding’s qualifications to serve on the Board include her finance background and experience in corporate strategy.

Benjamin Heraud

Director

DIRECTOR SINCE: 2025

BACKGROUND:

Benjamin Heraud was appointed as one of our directors and as our President and Chief Operating Officer in August 2025 following the NV5 Acquisition. Mr. Heraud was Chief Executive Officer of NV5 from January 6, 2025 until its acquisition by us on August 4, 2025. From March 1, 2024 until January 5, 2025, Mr. Heraud served as the Co-Chief Executive Officer of NV5, and prior to that he served as Chief Operating Officer for NV5 since May 2017 when he joined NV5 through the acquisition of Energenz. Mr. Heraud co-founded Energenz in Hong Kong in November 2009 and was the Chief Executive Officer from 2013 through to its acquisition by NV5. Mr. Heraud holds a bachelor’s degree in Energy Management from Otago University.

Skills & Qualifications:

We believe Mr. Heraud’s qualifications to serve on the Board in

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