As filed with the Securities and Exchange Commission on June 9, 2025

Registration No. 333-[•]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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Acuren Corporation
(Exact name of registrant as specified in its charter)

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14434 Medical Complex Drive, Suite 100
Tomball, Texas 77377
(800) 218-7450
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

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Kristin Schultes
c/o Acuren Corporation
14434 Medical Complex Drive, Suite 100
Tomball, Texas 77377
(800) 218-7450
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

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With copies to:

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Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and upon completion of the Merger described herein.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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 of 1933, as amended (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, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). (Check one):

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. ☒

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date or dates as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this joint proxy statement/prospectus is not complete and may be changed. Acuren may not issue the securities offered by this joint proxy statement/prospectus until the registration statement containing this joint proxy statement/prospectus has been declared effective by the Securities and Exchange Commission. This joint proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer or solicitation is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 9, 2025

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear Stockholders of Acuren Corporation and NV5 Global, Inc.:

On behalf of the boards of directors of Acuren Corporation (“Acuren”) and NV5 Global, Inc. (“NV5”), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the merger between Acuren and NV5, as described below, and are requesting that you take certain actions as an Acuren or NV5 stockholder.

On May 14, 2025, Acuren, Ryder Merger Sub I, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Acuren (“Merger Sub I”), Ryder Merger Sub II, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Acuren (“Merger Sub II”) and NV5 entered into an agreement and plan of merger (as may be amended from time to time, the “Merger Agreement”), pursuant to which Acuren agreed to acquire NV5 in a cash and stock transaction through mergers of subsidiaries of Acuren with and into NV5 with the final entity surviving the mergers as a subsidiary of Acuren (the “Merger”).

If the Merger is consummated, NV5 stockholders will be entitled to receive for each share of NV5 common stock (“NV5 Common Stock”):

•        a number of shares of Acuren common stock (“Acuren Common Stock”) (rounded down to the nearest whole share subject to the payment of any cash in lieu of fractional shares as set forth in the Merger Agreement) equal to (i) $13.00 divided by (ii) the volume weighted average price (the “VWAP”) of Acuren Common Stock for the 10 full consecutive trading days ending on and including the business day prior to the closing of the Merger (the “Acuren Closing VWAP” and such quotient, the “Exchange Ratio”), subject to adjustment as described below; plus

•        an amount in cash equal to $10.00, all as described in the Merger Agreement (the foregoing bullets collectively, the “Merger Consideration”).

The Merger Consideration represents a 32% premium to NV5’s 30-day VWAP as of May 14, 2025. The Merger Consideration may be adjusted in the event of any change in the price of Acuren Common Stock that occurs during the period following the signing of the Merger Agreement and ending on the closing of the Merger in accordance with the floating Exchange Ratio pursuant to the terms of the Merger Agreement. Specifically, in the event the Acuren Closing VWAP exceeds $10.593, which represents the VWAP of Acuren Common Stock over the 5-day trading period ended May 14, 2025 (the “Acuren Signing VWAP”), the Exchange Ratio will be adjusted downwards, and in the event the Acuren Closing VWAP is less than the Acuren Signing VWAP, the Exchange Ratio will be adjusted upwards, subject to a 10% collar. As a result of such collar, NV5 stockholders will receive 1.3636 shares of Acuren Common Stock for each share of NV5 Common Stock if the Acuren Closing VWAP is at or below $9.53, and 1.1157 shares of Acuren Common Stock for each share of NV5 Common Stock if the Acuren Closing VWAP is at or above $11.65.

Following the completion of the Merger, it is anticipated that persons who were stockholders of Acuren and NV5 immediately prior to the Merger will own approximately 60% and 40% of the combined company, respectively, on a fully diluted basis. The exact equity stake of NV5 stockholders in Acuren will depend on the (i) number of Acuren Common Stock and NV5 Common Stock issued and outstanding immediately prior to the closing of the Merger and (ii) the final Exchange Ratio.

Completion of the Merger requires, among other things, the separate approvals of both the Acuren stockholders and the NV5 stockholders. To obtain the required stockholder approvals, Acuren and NV5 will each hold special meetings of their respective stockholders in connection with the Merger. The obligations of Acuren and NV5 to complete the Merger are subject to the satisfaction or waiver of a number of other conditions set forth in the Merger Agreement, a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus.

The Acuren board of directors (the “Acuren Board”) has unanimously (i) approved and declared advisable the Merger Agreement, the Merger and the issuance of shares of Acuren Common Stock in connection with the Merger (the “Acuren Stock Issuance”) and the other transactions contemplated thereby, (ii) determined that the terms of the Merger Agreement, the Merger and the Acuren Stock Issuance are fair to, and in the best interests of Acuren and the Acuren stockholders, and (iii) recommended that Acuren stockholders approve the Acuren Stock Issuance (such proposal, the “Acuren Stock Issuance Proposal”).

The NV5 board of directors (the “NV5 Board”) has determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are fair to and in the best interests of NV5 and its stockholders, has approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and has recommended that NV5 stockholders vote to adopt the Merger Agreement.

At the special meeting in lieu of the 2025 annual meeting of Acuren stockholders (the “Acuren Special Meeting”), Acuren stockholders will be asked to vote on five proposals, including the Acuren Stock Issuance Proposal, the election of directors, the ratification of Acuren’s independent registered public accounting firm, the approval of the Acuren 2025 Employee Stock Purchase Plan and a proposal to adjourn the Acuren Special Meeting to a later date if needed. The Acuren Special Meeting will be held on [•] at [•] a.m., [•]. The Acuren Special Meeting will be a virtual meeting conducted via live audio webcast, which you can attend by visiting [•]. The Acuren Board unanimously recommends that Acuren stockholders vote “FOR” the Acuren Stock Issuance Proposal, and “FOR” each of the other proposals presented at the Acuren Special Meeting.

At the special meeting of NV5 stockholders (the “NV5 Special Meeting”), NV5 stockholders will be asked to vote on three proposals, including a proposal to approve the Merger Agreement (the “NV5 Merger Proposal”), to approve on a non-binding advisory basis, the compensation that may be paid or become payable to NV5’s named executive officers that is based on or otherwise relates to the Merger (the “NV5 Merger Compensation Proposal”) and a proposal to adjourn the NV5 Special Meeting to a later date if needed (the “NV5 Adjournment Proposal”). The NV5 Special Meeting will be held on [•] at [•] a.m., Eastern Time. The NV5 Special Meeting will be a virtual meeting conducted via live audio webcast, which you can attend by visiting [•]. The NV5 Board recommends that the NV5 stockholders vote “FOR” the NV5 Merger Proposal, “FOR” the NV5 Merger Compensation Proposal and “FOR” the NV5 Adjournment Proposal.

We cannot complete the Merger unless the Acuren Stock Issuance Proposal is approved by a majority of the votes cast by Acuren stockholders at the Acuren Special Meeting and the NV5 Merger Proposal is approved by holders of a majority of the outstanding shares of NV5 Common Stock. Contemporaneously with the execution of the Merger Agreement, (i) certain stockholders of Acuren entered into voting support agreements with NV5 with respect to all shares of Acuren Common Stock and/or Acuren Preferred Stock owned by such Acuren stockholders, which constituted approximately 44.7% of the voting power of Acuren’s issued and outstanding capital stock as of the date of the voting support agreement pursuant to which such Acuren stockholders agreed to, among other things, vote in favor of the Acuren Stock Issuance Proposal, and (ii) certain stockholders of NV5 entered into voting support agreements with Acuren with respect to all shares of NV5 capital stock owned by such NV5 stockholders, which constituted approximately 16.7% of the issued and outstanding shares of NV5 Common Stock as of the date of the voting support agreement, pursuant to which such NV5 stockholders agreed to, among other things, vote in favor of the NV5 Merger Proposal, subject to the terms and conditions thereof.

Your vote is important. Whether or not you plan to attend the applicable special meeting and regardless of the number of shares you own, your careful consideration of, and vote on, the applicable proposals is important, and you are encouraged to vote promptly.

We urge you to obtain current market quotations for Acuren Common Stock (NYSE trading symbol “TIC”) and NV5 Common Stock (Nasdaq trading symbol “NVEE”) prior to voting. On [•], 2025, the closing price of Acuren Common Stock was $[•] and the closing price of NV5 Common Stock was $[•].

The accompanying joint proxy statement/prospectus describes the Acuren Special Meeting and the proposals to be considered thereat, the NV5 Special Meeting and the proposals to be considered thereat and the Merger. Please carefully read the entire accompanying joint proxy statement/prospectus, including “Risk Factors” beginning on page 30, for a discussion of the risks relating to the Merger. You also can obtain information about

Acuren Corporation
14434 Medical Complex Drive, Suite 100
Tomball, Texas 77377

NOTICE OF SPECIAL MEETING IN LIEU OF
2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON [•]

Dear Stockholder:

You are cordially invited to attend the special meeting in lieu of the 2025 annual meeting of stockholders (the “Acuren Special Meeting”) of Acuren Corporation (“Acuren”), to be held at [•], on [•], 2025. The Acuren Special Meeting will be a virtual meeting conducted via live audio webcast, which you can attend by visiting [•]. You will not be able to attend the Acuren Special Meeting physically. You may participate and vote at the Acuren Special Meeting by visiting [•] and using the control number found on your proxy card or in the instructions that accompanied your proxy materials. The Acuren Special Meeting is being held for the following purposes:

1.      Acuren Stock Issuance Proposal:    to vote on a proposal to approve the issuance of shares of Acuren common stock, par value $0.0001 per share (“Acuren Common Stock”), to stockholders of NV5 Global, Inc. (“NV5”), pursuant to the terms of the Agreement and Plan of Merger, dated as of May 14, 2025 (as amended from time to time, the “Merger Agreement”), by and among Acuren, Ryder Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Acuren (“Merger Sub I”), Ryder Merger Sub II, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Acuren (“Merger Sub II”), and NV5 (the “Acuren Stock Issuance” and such proposal, the “Acuren Stock Issuance Proposal”) in accordance with the applicable requirements of the New York Stock Exchange. A copy of the Merger Agreement is attached to this joint proxy statement/prospectus as Annex A.

2.      Director Election Proposal:    to vote on a proposal to elect eight directors for a one-year term expiring at the 2026 annual meeting of stockholders (the “Director Election Proposal”).

3.      Auditor Ratification Proposal:    to vote on a proposal to ratify the appointment of PricewaterhouseCoopers LLP as Acuren’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (the “Auditor Ratification Proposal”).

4.      ESPP Proposal:    to vote on a proposal to approve Acuren’s 2025 Employee Stock Purchase Plan (the “ESPP Proposal” and together with the Director Election Proposal and the Auditor Ratification Proposal, the “Acuren Annual Meeting Proposals”).

5.      Acuren Adjournment Proposal:    to vote on a proposal to approve any adjournment of the Acuren Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or otherwise in connection with, the approval of the Acuren Stock Issuance Proposal (the “Acuren Adjournment Proposal”).

Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub I will be merged with and into NV5 (the “First Merger”) with NV5 surviving (the “Initial Surviving Corporation”), immediately following which the Initial Surviving Corporation will be merged with and into Merger Sub II (the “Second Merger” and collectively with the First Merger, the “Merger”), with Merger Sub II surviving (the “Final Surviving Corporation”).

Pursuant to the Merger Agreement and applicable rules of the New York Stock Exchange, Acuren is required to obtain stockholder approval of the Acuren Stock Issuance Proposal. Consequently, the Acuren Stock Issuance Proposal must be approved for the transactions contemplated by the Merger Agreement to be completed.

The Acuren Stock Issuance Proposal is not conditioned on the approval of the Acuren Annual Meeting Proposals or the Acuren Adjournment Proposal. The Acuren Annual Meeting Proposals are not conditioned on the approval of the Acuren Stock Issuance Proposal or the Acuren Adjournment Proposal.

Acuren will transact no other business at the Acuren Special Meeting, except such business as may properly be brought before the Acuren Special Meeting or any adjournments or postponements thereof by or at the direction of the Acuren board of directors (the “Acuren Board”) in accordance with Acuren’s Bylaws. This joint proxy statement/prospectus, of which this notice is a part, describes the proposals listed above in more detail. Please refer to the attached documents, including the Merger Agreement and all other annexes and any documents incorporated by reference, for further information with respect to the business to be transacted at the Acuren Special Meeting. You are encouraged to read the entire document carefully. In particular, please see “The Merger” beginning on page 86 for a description of the transactions contemplated by the Merger Agreement, including the Acuren Stock Issuance, and “Risk Factors” beginning on page 30 for an explanation of the risks associated with the Merger (as defined below) and the other transactions contemplated by the Merger Agreement, including the Acuren Stock Issuance.

The Acuren Board has fixed the close of business on [•], 2025 as the record date (the “Acuren Record Date”) for the determination of the Acuren stockholders entitled to receive notice of, and to vote at, the Acuren Special Meeting or any adjournments or postponements thereof. Only Acuren stockholders of record on the Acuren Record Date are entitled to receive notice of, and to vote at, the Acuren Special Meeting or any adjournments or postponements thereof. For additional information regarding the Acuren Special Meeting, please see “Acuren Special Meeting” beginning on page 57 of this joint proxy statement/prospectus, of which this notice is a part. A complete list of Acuren stockholders of record entitled to vote at the Acuren Special Meeting will be available at the Acuren Special Meeting and for ten days before the Acuren Special Meeting at Acuren’s principal executive offices for inspection by Acuren stockholders during ordinary business hours for any purpose germane to the Acuren Special Meeting.

The Acuren Board has unanimously (i) approved and declared advisable the Merger Agreement, the Merger and the Acuren Stock Issuance and the other transactions contemplated thereby, (ii) determined that the terms of the Merger Agreement, the Merger and the Acuren Stock Issuance are fair to, and in the best interests of Acuren and the Acuren stockholders, and (iii) recommended that Acuren stockholders approve the Acuren Stock Issuance Proposal. The Acuren Board unanimously recommends that Acuren stockholders vote “FOR” the Acuren Stock Issuance Proposal.

The Acuren Board unanimously recommends that Acuren stockholders vote “FOR” each of the director nominees, “FOR” the Auditor Ratification Proposal, “FOR” the ESPP Proposal and “FOR” the Acuren Adjournment Proposal.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” the Acuren Stock Issuance Proposal, “FOR” each of the director nominees, “FOR” the Auditor Ratification Proposal, “FOR” the ESPP Proposal and “FOR” the Acuren Adjournment Proposal. If you fail to return your proxy card, fail to submit your proxy by telephone or online or fail to instruct your broker, bank or other nominee how to vote, your shares will not be counted for purposes of determining whether a quorum is present at the Acuren Special Meeting. None of the proposals to be presented at the Acuren Special Meeting, including the Acuren Stock Issuance Proposal, may be approved at the Acuren Special Meeting unless a quorum is present.

Please vote as promptly as possible, whether or not you plan to attend the Acuren Special Meeting. If your shares are held in the name of a broker, bank or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank or other nominee. If you hold your shares in your own name, please submit a proxy to vote your shares as promptly as possible by (i) visiting the internet site listed on the proxy card, (ii) calling the toll-free number listed on the proxy card or (iii) signing and returning your proxy card by mail by using the self-addressed, stamped envelope provided. Submitting a proxy will not prevent you from voting at the Acuren Special Meeting, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Acuren Common Stock or Acuren Preferred Stock entitled to vote thereon and who is present at the Acuren Special Meeting may vote at the Acuren Special Meeting, thereby revoking any previous proxy. In addition, a proxy may also be revoked before the voting polls are closed at the Acuren Special Meeting in the manner described in this joint proxy statement/prospectus, of which this notice is a part.

If you have any questions concerning the Acuren Stock Issuance Proposal, the Acuren Annual Meeting Proposals, the Merger, or this joint proxy statement/prospectus, of which this notice is a part, would like additional copies of proxy materials or need help voting your shares of Acuren Common Stock or Acuren Preferred Stock, please contact Acuren’s proxy solicitors at:

[•]
Email: [•]

NV5 GLOBAL, INC.
200 South Park Road, Suite 350
Hollywood, FL 33021

NOTICE OF SPECIAL MEETING
OF STOCKHOLDERS
TO BE HELD ON [•], 2025

To NV5 Global, Inc. Stockholders:

NOTICE IS HEREBY GIVEN, that the special meeting (the “NV5 Special Meeting”) of the stockholders of NV5 Global, Inc., a Delaware corporation (“NV5,” and such stockholders, “NV5 stockholders”), will be held virtually at [•] a.m., Eastern time, on [•], 2025, via live webcast at the following address: [•]. At the NV5 Special Meeting, NV5 stockholders will be asked to consider and vote upon the following proposals:

(1)    The NV5 Merger Proposal:    a proposal to approve and adopt the Agreement and Plan of Merger (the “Merger Agreement”) with Acuren Corporation, a Delaware corporation (“Acuren”), Ryder Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acuren (“Merger Sub I”), Ryder Merger Sub II, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acuren (“Merger Sub II”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub I will be merged with and into NV5 (the “First Merger”) with NV5 surviving (the “Initial Surviving Corporation”), immediately following which the Initial Surviving Corporation will be merged with and into Merger Sub II (the “Second Merger” and collectively with the First Merger, the “Merger”), with Merger Sub II surviving (the “Final Surviving Corporation”) (the “NV5 Merger Proposal”). A copy of the Merger Agreement is attached to the joint proxy statement/prospectus of which this notice is a part as Annex A.

(2)    The NV5 Merger Compensation Proposal:    a proposal to approve on an advisory (non-binding) basis the compensation that may be paid or become payable to NV5’s named executive officers that is based on or otherwise relates to the Merger (the “NV5 Merger Compensation Proposal”).

(3)    The NV5 Adjournment Proposal:    a proposal to approve any adjournment of the NV5 Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or otherwise in connection with, the approval of the NV5 Merger Proposal (the “NV5 Adjournment Proposal” and, together with the NV5 Merger Proposal, the NV5 Merger Compensation Proposal, the “NV5 Proposals”).

Pursuant to the Merger Agreement and applicable provisions of the Delaware General Corporation Law (“DGCL”), NV5 is required to obtain stockholder approval of the Merger. Consequently, the NV5 Merger Proposal must be approved for such transaction to be completed. The NV5 Merger Compensation Proposal is non-binding and is not conditioned on the approval of any other NV5 Proposals set forth in the joint proxy statement/prospectus of which this notice is a part. The NV5 Adjournment Proposal is not conditioned on the approval of any other NV5 Proposal set forth in the joint proxy statement/prospectus of which this notice is a part.

The NV5 Special Meeting will be completely virtual. There will be no physical meeting location and the NV5 Special Meeting will only be conducted via live webcast at the following address: [•].

The record date for the NV5 Special Meeting is [•], 2025 (the “NV5 Record Date”). Only holders of record of common stock of NV5, par value $0.01 per share (“NV5 Common Stock”) at the close of business on the NV5 Record Date are entitled to notice of the NV5 Special Meeting and to vote at the NV5 Special Meeting and any adjournments or postponements thereof. Any stockholder entitled to attend and vote at the NV5 Special Meeting is entitled to appoint a proxy to attend and act on such stockholder’s behalf. A complete list of NV5 stockholders of record entitled to vote at the NV5 Special Meeting will be available at the NV5 Special Meeting and for ten days before the NV5 Special Meeting at NV5’s principal executive offices for inspection by NV5 stockholders during ordinary business hours for any purpose germane to the NV5 Special Meeting.

Your vote is important. Whether or not you plan to attend the NV5 Special Meeting, please complete, sign, date and return your proxy card in the postage-paid envelope provided as soon as possible to make sure that your shares are represented at the NV5 Special Meeting. If you are a stockholder of record, you may also cast your vote online during the NV5 Special Meeting. If your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted, or you may cast your vote online during the NV5 Special Meeting by obtaining a proxy from your broker, bank or other nominee and forwarding to Computershare (“Computershare”) as described in the joint proxy statement/prospectus of which this notice is a part.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the NV5 Proposals. If you fail to return your proxy card, fail to submit your proxy by telephone or online or fail to instruct your broker, bank or other nominee how to vote, your shares of NV5 Common Stock will not be counted for purposes of determining whether a quorum is present at the NV5 Special Meeting, and, if a quorum is present, will have no effect on the NV5 Merger Compensation Proposal or the NV5 Adjournment Proposal, but will have the same effect as a vote “AGAINST” the NV5 Merger Proposal. An abstention or broker non-vote will have the same effect as a vote “AGAINST” the approval of the NV5 Merger Proposal. An abstention or broker non-vote will have no effect on the NV5 Merger Compensation Proposal and the NV5 Adjournment Proposal. If you are a NV5 stockholder of record and you virtually attend the NV5 Special Meeting and wish to vote, you may withdraw your proxy and vote online or by proxy.

After careful consideration, the board of directors of NV5 (the “NV5 Board”) has approved the Merger Agreement and the Merger and recommends that NV5 stockholders vote “FOR” adoption of the NV5 Merger Proposal, and “FOR” all other NV5 Proposals presented to NV5 stockholders in the joint proxy statement/prospectus of which this notice is a part. When you consider the recommendation of the NV5 Board in favor of approval of the NV5 Proposals, you should keep in mind that, aside from their interests as NV5 stockholders, certain members of NV5 management have interests in the Merger that are different from, or in addition to, your interests as a NV5 stockholder. Please see the sections entitled “The Merger — Interests of NV5’s Executive Officers and Non-Employee Directors in the Merger” and “The Merger — Background of the Merger” and “The Merger — Recommendation of the NV5 Board and Reasons for the Merger” for further information.

Your attention is directed to the joint proxy statement/prospectus of which this notice is a part (including the annexes thereto) for a more complete description of the proposed Merger and related transactions and each of the NV5 Proposals. We encourage you to read the joint proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, [•], at [•] (brokers, banks or other nominees call collect at [•].

IF YOU RETURN YOUR SIGNED PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE NV5 PROPOSALS.

ADDITIONAL INFORMATION

Both Acuren and NV5 file annual, quarterly, and current reports, proxy statements and other business and financial information with the SEC electronically, and the SEC maintains a website located at www.sec.gov containing this information. You can also obtain these documents, free of charge, from Acuren at www.acuren.com and from NV5 at www.nv5.com, as applicable. The information contained on, or that may be accessed through, Acuren’s and NV5’s websites is not incorporated by reference into, and is not a part of, this joint proxy statement/prospectus.

Acuren has filed with the SEC a registration statement on Form S-4 with respect to the shares of Acuren Common Stock issuable to NV5 stockholders in the Merger, of which this joint proxy statement/prospectus forms a part. This joint proxy statement/prospectus constitutes the prospectus of Acuren filed as part of the registration statement. As permitted by SEC rules, this joint proxy statement/prospectus does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may read and print a copy of the registration statement, including any amendments, schedules and exhibits, by accessing the SEC’s website mentioned above. Statements contained in this joint proxy statement/prospectus as to the contents of any contract or other documents referred to in this joint proxy statement/prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable agreement or other document filed as an exhibit to the registration statement.

This joint proxy statement/prospectus incorporates important business and financial information about NV5 from documents that are not attached to this joint proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into this joint proxy statement/prospectus free of charge by requesting them in writing or by telephone from the appropriate company or its proxy solicitor (if applicable) at the following addresses and telephone numbers:

If you would like to request any documents, please do so by [•], 2025, which is five business days prior to the date of the Acuren Special Meeting and the NV5 Special Meeting, in order to receive them before the applicable meeting.

For a more detailed description of the information incorporated by reference into this joint proxy statement/prospectus and how you may obtain it, please see “Where You Can Find More Information.”

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Acuren (File No. 333-[•]), constitutes a prospectus of Acuren under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Acuren Common Stock issuable to NV5 stockholders as contemplated by the Merger Agreement. This joint proxy statement/prospectus also constitutes a joint proxy statement for both Acuren and NV5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This joint proxy statement/prospectus includes and constitutes a notice of meeting with respect to the Acuren Special Meeting and a notice of meeting with respect to the NV5 Special Meeting.

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [•], 2025, and you should assume that the information contained in this joint proxy statement/prospectus is accurate only as of such date. You should also assume that the information incorporated by reference into this joint proxy statement/prospectus is only accurate as of the date of such information. Neither the mailing of this joint proxy statement/prospectus to Acuren stockholders or NV5 stockholders nor the issuance by Acuren of shares of Acuren Common Stock pursuant to the Merger Agreement will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this joint proxy statement/prospectus regarding Acuren has been provided by Acuren, and information contained in, or incorporated by reference into, this joint proxy statement/prospectus regarding NV5 has been provided by NV5.

Presentation of Financial and Other Information

In this joint proxy statement/prospectus, references to “$”, “US$” and “U.S. Dollars” are to the lawful currency of the United States of America.

Trademarks and Trade Names

This joint proxy statement/prospectus contains some of Acuren’s trademarks and trade names. All other trademarks or trade names of any other company appearing in this joint proxy statement/prospectus belong to their respective owners. Solely for convenience, the trademarks and trade names in this joint proxy statement/prospectus are referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto.

Industry and Market Data

This joint proxy statement/prospectus includes or incorporates by reference industry data and forecasts that Acuren or NV5, as applicable, has obtained from industry publications and surveys, public filings and internal company sources. Statements as to Acuren’s or NV5’s, as applicable, ranking, market position and market estimates are based on independent industry publications, third-party forecasts, management’s estimates and assumptions about Acuren’s markets and its internal research. Acuren’s or NV5’s internal estimates are based upon its understanding of industry and market conditions, and such information has not been verified by any independent sources. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable. In addition, projections, assumptions and estimates of the future performance of the industry in which Acuren or NV5, as applicable, operates and its future performance are subject to uncertainty and risk due to a variety of factors, including those discussed under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this joint proxy statement/prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties, Acuren or NV5.

TABLE OF CONTENTS

FREQUENTLY USED TERMS

In this joint proxy statement/prospectus:

“Acuren” refers to Acuren Corporation, a Delaware corporation.

“Acuren Acquisition” refers to the acquisition by Acuren of ASP Acuren on July 30, 2024.

“Acuren Adjournment Proposal” refers to the proposal to approve any adjournment of the Acuren Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or otherwise in connection with, the Acuren Stock Issuance Proposal.

“Acuren Annual Meeting Proposals” refers to the Director Election Proposal, the Auditor Ratification Proposal and the ESPP Proposal which are to be presented to Acuren stockholders for approval at the Acuren Special Meeting.

“Acuren Board” refers to the board of directors of Acuren.

“Acuren Bylaws” refers to the bylaws of Acuren, dated December 16, 2024, as may be amended, supplemented or modified from time to time.

“Acuren Certificate of Incorporation” refers to the certificate of incorporation of Acuren, dated December 16, 2024, as may be amended, supplemented or modified from time to time.

“Acuren Closing VWAP” means the volume weighted average price of Acuren Common Stock for the 10 full consecutive trading days ending on and including the business day prior to the Closing.

“Acuren Common Stock” refers to the common stock, par value $0.0001 per share of Acuren.

“Acuren Preferred Stock” refers to the Series A Preferred Stock of Acuren.

“Acuren Record Date” refers to the close of business on [•], 2025.

“Acuren Signing VWAP” means $10.593, the 5-day VWAP of Acuren Common Stock prior to signing of the Merger Agreement.

“Acuren Special Meeting” refers to the special meeting in lieu of the 2025 annual meeting of stockholders of Acuren to be held on [•], 2025, as may be postponed or adjourned.

“Acuren Stock Issuance” refers to the issuance of shares of Acuren Common Stock to NV5 stockholders in the Merger.

“Acuren Stock Issuance Proposal” refers to the proposal to approve the Acuren Stock Issuance pursuant to the Merger Agreement.

“Acuren Voting Agreements” refers to the voting agreements entered into by Mariposa Acquisition IX, LLC and certain entities managed by Viking Global Investors LP, stockholders of Acuren, with NV5 with respect to the voting of Acuren Common Stock and Acuren Preferred Stock.

“Appraisal Share” means each share of NV5 Common Stock that is outstanding immediately prior to the First Effective Time and that is held by any person who is entitled to demand, and properly demands, appraisal of such share of NV5 Common Stock in accordance, and who complies in all respects, with Section 262 of the DGCL.

“ASP Acuren” refers to ASP Acuren Holdings, Inc. the Predecessor to Acuren.

“Auditor Ratification Proposal” refers to the proposal to ratify the appointment of PricewaterhouseCoopers LLP as Acuren’s independent registered public accounting firm for the fiscal year ending December 31, 2025 at the Acuren Special Meeting.

“Closing” refers to the closing of the Merger.

“Code” refers to the Internal Revenue Code of 1986, as amended from time to time.

“Confidentiality Agreement” means the Mutual Non-Disclosure Agreement, dated February 12, 2025, between Acuren and NV5.

“Converted Share” means each share of NV5 Common Stock issued and outstanding immediately prior to the First Effective Time (except for Excluded Shares and Appraisal Shares).

“Debt Commitment Letter” refers to the commitment letter pursuant to which certain financial institutions have committed to provide Acuren with debt financing in an aggregate principal amount of $875.0 million in connection with the Merger.

“Debt Financing” refers to the financing of the Merger and the transactions contemplated by the Merger Agreement pursuant to the Debt Commitment Letter.

“DGCL” refers to the Delaware General Corporation Law.

“DTC” refers to the Depository Trust Company.

“ESPP” refers to the Acuren 2025 Employee Stock Purchase Plan.

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

“Exchange Ratio” means the quotient obtained by dividing (i) $13.00 by (ii) the Acuren Closing VWAP; provided, however, that (i) if the Acuren Closing VWAP is greater than or equal to $11.65, then the Exchange Ratio shall be equal to 1.1157 shares of Acuren Common Stock or (ii) if the Acuren Closing VWAP is less than or equal to $9.53, then the Exchange Ratio shall be equal to 1.3636 shares of Acuren Common Stock.

“Excluded Shares” means each share of NV5 Common Stock that is owned by any of Acuren, Merger Sub I, Merger Sub II or NV5 (including shares held as treasury stock or otherwise) or any of their respective subsidiaries immediately prior to the First Effective Time.

“Final Surviving Corporation” refers to the surviving corporation of the Second Merger, which will be Merger Sub II.

“First Effective Time” means the time the First Merger becomes effective, upon the filing of the certificate of merger for the First Merger with the Secretary of State of the State of Delaware.

“First Merger” means the merger by which Merger Sub I will be merged with and into NV5 with NV5 surviving the merger.

“FTC” refers to the Federal Trade Commission.

“Initial Surviving Corporation” refers to the surviving corporation of the First Merger which will be NV5.

“Lenders” refers to the financial institutions that have committed to provide Acuren with the Debt Financing.

“Merger” means collectively, the First Merger and Second Merger.

“Merger Agreement” refers to the Agreement and Plan of Merger by and between NV5, Acuren, Merger Sub I and Merger Sub II, as it may be amended from time to time.

“Merger Consideration” means for each Converted Share the right to receive (A) the Exchange Ratio and (B) $10.00 in cash, without interest.

“Merger Sub I” refers to Ryder Merger Sub I, Inc., a Delaware corporation.

“Merger Sub II” refers to Ryder Merger Sub II, Inc., a Delaware corporation.

“NV5” refers to NV5 Global, Inc., a Delaware corporation.

“NV5 Adjournment Proposal” refers to proposal to approve any adjournment of the NV5 Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or otherwise in connection with, the approval of the NV5 Merger Proposal.

“NV5 Board” refers to the board of directors of NV5.

“NV5 Bylaws” refers to the amended and restated bylaws of NV5, as may be amended, supplemented or modified from time to time.

“NV5 Certificate of Incorporation” refers to the amended and restated certificate of incorporation of NV5, dated September 30, 2011, as may be amended, supplemented or modified from time to time.

“NV5 Common Stock” refers to the NV5 common stock, par value $0.01 per share.

“NV5 Executive RSAs” means the (i) restricted stock awards held by certain directors, executive officers and employees of NV5 and (ii) restricted stock units held by certain members of the NV5 Board, in each case that vest upon a change of control.

“NV5 Go-Shop Period” refers to the period beginning on May 14, 2025 and continuing until 11:59 p.m. (Eastern Time) on July 14, 2025.

“NV5 Merger Compensation Proposal” refers to a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or becomes payable to NV5’s named executive officers that is based on or otherwise relates to the Merger.

“NV5 Merger Proposal” refers to the proposal that NV5 stockholders will be asked to vote on to approve and adopt the Merger Agreement and the transactions contemplated therein, including the Merger.

“NV5 No-Shop Period Start Date” means 12:01 a.m. (Eastern time) on July 15, 2025.

“NV5 Proposals” refers to the NV5 Merger Proposal, NV5 Merger Compensation Proposal and NV5 Adjournment Proposal.

“NV5 Record Date” refers to the close of business on [•], 2025.

“NV5 RSA” refers to each outstanding NV5 restricted stock award.

“NV5 Special Committee” refers to the Special Committee of the NV5 Board.

“NV5 Special Meeting” refers to the special meeting of stockholders of NV5 to be held on [•], 2025, as may be postponed or adjourned.

“NV5 Voting Agreements” refers to the voting agreements entered into by Dickerson Wright and Cercano Management LLC, stockholders of NV5, and Acuren with respect to the voting of NV5 Common Stock.

“Outside Date” means October 3, 2025, unless extended pursuant to the terms of the Merger Agreement, in which case the Outside Date means November 3, 2025.

“Per-Share Cash Consideration” means $10.00 in cash, without interest.

“Per-Share Share Consideration” means the amount of shares of Acuren Common Stock equal to the Exchange Ratio.

“Replacement RSA Award” means the grant by Acuren of a restricted stock award in exchange for each NV5 RSA (except the NV5 Executive RSA) that remains unvested and outstanding at the First Effective Time.

“SEC” refers to the U.S. Securities and Exchange Commission.

“Second Effective Time” means the time the Second Merger becomes effective, upon the filing of the certificate of merger for the Second Merger with the Secretary of State of the State of Delaware.

“Second Merger” means the merger by which Merger Sub II will be merged with and into NV5 with Merger Sub II surviving the merger.

“Securities Act” refers to the Securities Act of 1933, as amended.

QUESTIONS AND ANSWERS

The following are some questions that you may have regarding the Merger, the issuance of shares of Acuren Common Stock in connection with the Merger and other matters being considered at the Acuren Special Meeting and NV5 Special Meeting, and the answers to those questions. Acuren and NV5 urge you to carefully read the entirety of this joint proxy statement/prospectus, including the annexes hereto and the information incorporated herein, because the information in this section does not provide all the information that might be important to you with respect to the Merger, the Acuren Stock Issuance and the other matters being considered at the Acuren Special Meeting and the NV5 Special Meeting.

Q:     Why am I receiving this joint proxy statement/prospectus?

A:     You are receiving this joint proxy statement/prospectus because Acuren and NV5 have agreed to a business combination and entered into the Merger Agreement, pursuant to which, on the terms and subject to the conditions included in the Merger Agreement, (i) Merger Sub I, a wholly owned subsidiary of Acuren, will merge with and into NV5, with NV5 surviving such merger as a direct wholly owned subsidiary of Acuren, and (ii) immediately following which, NV5 will merge with and into Merger Sub II, with Merger Sub II surviving the merger as a direct wholly owned subsidiary of Acuren. The Merger Agreement, which governs the terms of the Merger, is attached to this joint proxy statement/prospectus as Annex A.

Completion of the Merger requires, among other things, the separate approvals of both the Acuren stockholders and the NV5 stockholders. To obtain the required stockholder approvals, Acuren and NV5 will each hold special meetings of their respective stockholders in connection with the Merger.

At the Acuren Special Meeting, the Acuren stockholders will be asked to vote to approve the Acuren Stock Issuance Proposal, the Acuren Annual Meeting Proposals and the Acuren Adjournment Proposal. Approval of each of the Acuren Stock Issuance Proposal, the Acuren Annual Meeting Proposals and the Acuren Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of Acuren Common Stock and Acuren Preferred Stock, voting together as a single class, present in person or represented by proxy and entitled to vote thereon at the Acuren Special Meeting, provided a quorum is present.

At the NV5 Special Meeting, NV5 stockholders will be asked to vote on the NV5 Merger Proposal, the NV5 Merger Compensation Proposal, and the NV5 Adjournment Proposal. Approval of the NV5 Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of NV5 Common Stock entitled to vote on such proposal. Approval of the NV5 Merger Compensation Proposal, on a non-binding advisory basis, and the NV5 Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of shares of NV5 Common Stock present in person or represented by proxy and entitled to vote thereon, provided there is a quorum present.

The Merger cannot be completed without the approval of the Acuren Stock Issuance Proposal and the NV5 Merger Proposal. The approval of the NV5 Merger Compensation Proposal and the Acuren Annual Meeting Proposals is not a condition to the closing of the Merger or otherwise required to effectuate the Merger.

This joint proxy statement/prospectus, which you should read carefully, contains important information about the Merger, the Acuren Stock Issuance, the Acuren Annual Meeting Proposals, the NV5 Merger Proposal, the NV5 Merger Compensation Proposal, and other matters being considered at the Acuren Special Meeting and the NV5 Special Meeting.

Q:     When and where is the Acuren Special Meeting?

A:     The Acuren Special Meeting will be held on [•] at [•], [•]. The Acuren Special Meeting will be a virtual meeting conducted via live audio webcast, which you can attend by visiting [•]. You will not be able to attend the Acuren Special Meeting physically. You may participate, vote and examine Acuren’s stockholder list at the Acuren Special Meeting by visiting [•] and using the control number found on your proxy card or in the instructions that accompanied your proxy materials.

Q:     When and where is the NV5 Special Meeting?

A:     The NV5 Special Meeting will be held on [•], at [•]. The NV5 Special Meeting will be a virtual meeting conducted via live audio webcast, which you can attend by visiting [•]. You will not be able to attend the NV5 Special Meeting physically. You may participate, vote and examine NV5’s stockholder list at the NV5 Special Meeting by visiting [•] and using the control number found on your proxy card or in the instructions that accompanied your proxy materials.

Q:     What will NV5 stockholders receive for their shares of NV5 Common Stock in the Merger?

A:     At the First Effective Time, subject to certain exceptions described below, each issued and outstanding share of NV5 Common Stock, will be exchanged for the right to receive (A) a number of validly issued shares of Acuren Common Stock equal to the Exchange Ratio (as defined below)(the “Per-Share Share Consideration”); and (B) ten dollars ($10.00) in cash, without interest (the “Per-Share Cash Consideration” and, together with the Per-Share Share Consideration, the “Merger Consideration”).

The Exchange Ratio means the quotient obtained by dividing (i) $13.00 by (ii) the VWAP of Acuren Common Stock for the 10 full consecutive trading days ending on and including the business day prior to the Closing (the “Acuren Closing VWAP” and such quotient, the “Exchange Ratio”); provided, however, that (i) if the Acuren Closing VWAP is greater than or equal to $11.65, then the Exchange Ratio shall be equal to 1.1157 shares of Acuren Common Stock or (ii) if the Acuren Closing VWAP is less than or equal to $9.53, then the Exchange Ratio shall be equal to 1.3636 shares of Acuren Common Stock. See “Summary — Effect of the Merger; Merger Consideration” for a table illustrating the impact of the Acuren Closing VWAP on the Per-Share Share Consideration to be received as part of the Merger Consideration and the implied value per share of NV5 Common Stock over a range of assumed Acuren Closing VWAPs.

Excluded Shares will be automatically cancelled and cease to exist and no consideration will be delivered in exchange for such shares of NV5 Common Stock and each Appraisal Share will be automatically cancelled and cease to exist and each holder of an Appraisal Share shall cease to have any rights with respect thereto, except the right to appraisal of the fair value of such Appraisal Share in accordance with Section 262 of the DGCL.

For additional information regarding the consideration to be received in the Merger, please see “The Merger — Effects of the Merger; Merger Consideration.”

Q:     If I am a NV5 stockholder, how will I receive the Merger Consideration to which I am entitled?

A:     If you are a holder of certificates that represent the Converted Shares (which are referred to herein as “NV5 Common Stock certificates”), a notice advising you of the effectiveness of the First Merger and a letter of transmittal and instructions for the surrender of your NV5 Common Stock certificates will be mailed to you as soon as practicable after the First Effective Time. After receiving proper documentation from you, the exchange agent will send to you (i) a statement reflecting the aggregate whole number of shares of Acuren Common Stock (which will be in uncertificated book-entry form) that you have a right to receive pursuant to the Merger Agreement and (ii) a check in the amount equal to the applicable aggregate Per-Share Cash Consideration plus the cash payable in lieu of any fractional shares of Acuren Common Stock issuable to you as part of the Merger Consideration.

If you are a holder of book-entry shares representing the Converted Shares (which are referred to herein as “NV5 book-entry shares”) which are held through The Depository Trust Company (“DTC”), the exchange agent will transmit to the DTC or its nominees as soon as reasonably practicable on or after the Closing date, the Merger Consideration and cash in lieu of any fractional shares of Acuren Common Stock issuable as part of the Merger Consideration, in each case, that the DTC has the right to receive.

If you are a holder of record of NV5 book-entry shares which are not held through the DTC, the exchange agent will deliver to you, as soon as practicable after the First Effective Time, (i) a notice advising you of the effectiveness of the First Merger, (ii) a statement reflecting the aggregate whole number of shares of Acuren Common Stock (which will be in uncertificated book-entry form) that you have a right to receive pursuant to

the Merger Agreement and (iii) a check in the amount equal to the applicable aggregate cash consideration plus the cash payable in lieu of any fractional shares of Acuren Common Stock issuable to you as part of the Merger Consideration.

No interest will be paid or accrued on any amount payable for shares of NV5 Common Stock eligible to receive the Merger Consideration pursuant to the Merger Agreement.

For additional information on the exchange of NV5 Common Stock for the Merger Consideration, see the section entitled “The Merger Agreement — Exchange and Payment Procedures.”

Q:     When is the Merger expected to be completed?

A:     Subject to the satisfaction or waiver of the Closing conditions described under the section entitled “The Merger Agreement — Conditions to Completion of the Merger”, including the approval of the Acuren Stock Issuance Proposal by Acuren stockholders and the approval of the NV5 Merger Proposal by NV5 stockholders, the Merger is expected to be completed in the second half of 2025. However, neither NV5 nor Acuren can predict the actual date on which the Merger will be completed, or if the Merger will be completed at all, because completion of the Merger is subject to conditions and factors outside the control of both companies. Acuren and NV5 hope to complete the Merger as soon as reasonably practicable. See also the section entitled “The Merger Agreement— Efforts to Close the Merger, HSR and Other Regulatory Approvals”.

Q:     What will holders of NV5 Equity Awards receive in the Merger?

A:     The Merger Agreement provides that, at the First Effective Time, each outstanding NV5 restricted stock award (each a “NV5 RSA”), except the NV5 Executive RSAs (as defined below), that remains unvested at the First Effective Time will be cancelled and replaced with the grant by Acuren of a restricted stock award (each a “Replacement RSA Award”), on similar terms and conditions as was applicable to such NV5 RSA. The number of shares of Acuren Common Stock subject to such Replacement RSA Award will be determined by multiplying the number of shares of NV5 Common Stock subject to an NV5 RSA immediately prior to the First Effective Time by the sum of (i) the Exchange Ratio and (ii) the quotient obtained by dividing the Per-Share Cash Consideration by the Acuren Closing VWAP and rounding to the nearest whole number of shares.

In addition, each outstanding (i) NV5 RSA granted to certain of the NV5 directors, executive officers and employees and (ii) NV5 restricted stock unit held by certain members of the NV5 Board which vest upon a change of control pursuant to their terms ((i) and (ii) collectively, the “NV5 Executive RSAs”), will vest in full immediately prior to the First Effective Time and, by virtue of the Closing, such NV5 Executive RSAs will be canceled and be converted into the right to receive, at the First Effective Time, the Merger Consideration with respect to each share of NV5 Common Stock subject to such NV5 Executive RSA.

For additional information on the treatment of NV5 Equity Awards, please see “The Merger — Interests of NV5’s Executive Officers and Non-Employee Directors in the Merger — Treatment of NV5 Equity Awards in the Merger.”

Q:     How will Acuren stockholders be affected by the Merger?

A:     Upon completion of the Merger, each Acuren stockholder will hold the same number of shares of Acuren Common Stock that such stockholder held immediately prior to completion of the Merger. As a result of the Merger, Acuren stockholders would own shares in a larger company with more assets. However, because Acuren will be issuing additional shares of Acuren Common Stock to NV5 stockholders in exchange for their shares of NV5 Common Stock in connection with the Merger, each outstanding share of Acuren Common Stock issued and outstanding immediately prior to the Merger will represent a smaller percentage of the aggregate number of shares of Acuren Common Stock issued and outstanding after the Merger.

Q:     Who would own Acuren immediately following the Merger?

A:     Following the Closing, based on the number of shares of Acuren Common Stock outstanding as of the date of the Merger Agreement, Acuren’s existing stockholders would own approximately 60% of the issued and outstanding shares of the combined company and NV5’s existing stockholders would own approximately 40% of the issued and outstanding shares of the combined company, in each case on a fully diluted basis.

The exact equity stake of NV5 stockholders in Acuren immediately following the First Effective Time will depend on the number of shares of Acuren Common Stock and shares of NV5 Common Stock issued and outstanding immediately prior to the First Effective Time and the final Exchange Ratio.

Q:     What will be the composition of the Acuren Board following the completion of the Merger?

A:     Prior to, and conditioned upon the occurrence of, the Second Effective Time, the Acuren Board will increase the size of the Acuren Board to eleven members to consist of: (i) the current directors of Acuren (assuming such directors are re-elected at the Acuren Special Meeting), and (ii) three directors designated by NV5, which designees will consist of Dickerson C. Wright, NV5’s Executive Chairman, Ben Heraud, NV5’s Chief Executive Officer and one director to be designated by NV5 which is reasonably acceptable to Acuren and independent of both NV5 and Acuren (collectively, the “NV5 Designees”).

Q:     How important is my vote?

A:     Your vote “FOR” each proposal presented at the Acuren Special Meeting and NV5 Special Meeting is very important and you are encouraged to submit a proxy as soon as possible. The Merger cannot be completed without the approval of the Acuren Stock Issuance Proposal and the NV5 Merger Proposal. The approval of the NV5 Merger Compensation Proposal, the NV5 Adjournment Proposal, the Acuren Annual Meeting Proposals and the Acuren Adjournment Proposal is not a condition to the closing of the Merger or otherwise required to effectuate the Merger.

Q:     What vote is required to approve the various proposals at the special meetings?

A:     Acuren.    Approval of the Acuren Stock Issuance Proposal requires the affirmative vote of a majority of votes cast by the holders of the shares of Acuren Common Stock and Acuren Preferred Stock, voting together as a single class, present in person or represented by proxy at the Acuren Special Meeting, provided a quorum is present. Approval of each of the Acuren Annual Meeting Proposals and the Acuren Adjournment Proposal require the affirmative vote of a majority of votes cast by the holders of the shares of Acuren Common Stock and Acuren Preferred Stock, voting together as a single class, present in person or represented by proxy at the Acuren Special Meeting, provided a quorum is present. Accordingly, an Acuren stockholder’s failure to vote by proxy, or an abstention from voting, and a broker non-vote will have no effect on the outcome of the Acuren Stock Issuance Proposal, the Acuren Annual Meeting Proposals or the Acuren Adjournment Proposal. If an Acuren stockholder fails to return their proxy card, fails to submit their proxy by telephone or online, or fails to instruct their broker, bank or other nominee how to vote, their shares of Acuren will not be counted for purposes of determining whether a quorum is present at the Acuren Special Meeting. However, if a quorum is present, the failure of an Acuren stockholder to submit a proxy or vote at the Acuren Special Meeting, abstentions from voting and broker non-votes will have no effect on the outcome of the Acuren Stock Issuance Proposal. For the avoidance of doubt, the approval of the Acuren Annual Meeting Proposals is not a condition to the Closing or otherwise required to effectuate the Merger.

NV5.    Approval of the NV5 Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of NV5 Common Stock entitled to vote on the NV5 Merger Proposal. Accordingly, a NV5 stockholder’s abstention from voting, a broker non-vote, the failure of a NV5 stockholder to vote or the failure of a NV5 stockholder to submit a proxy will have the same effect as a vote “AGAINST” the NV5 Merger Proposal. Approval of the NV5 Merger Compensation Proposal, on a non-binding advisory basis requires a majority of the votes properly cast for this proposal, provided that a quorum is present. Accordingly, a NV5 stockholder’s abstention from voting, a broker non-vote or the failure of a NV5 stockholder to vote will have no effect on the outcome of the NV5 Merger Compensation Proposal. Approval of the NV5 Adjournment Proposal requires a majority of the votes cast for this proposal, provided that a quorum is present. Accordingly, a NV5 stockholder’s abstention from voting, a broker non-vote or the failure of a NV5 stockholder to vote (including the failure of a NV5 stockholder who holds shares in “street name” through a bank, broker or other nominee to give voting instructions to that bank, broker or other nominee) will have no effect on the NV5 Adjournment Proposal. For the avoidance of doubt, the approval of the NV5 Merger Compensation Proposal is not a condition to the closing of the Merger or otherwise required to effectuate the Merger.

Q:     How do the Acuren Board and the NV5 Board recommend that I vote?

A:     The Acuren Board unanimously recommends that Acuren stockholders vote (i) “FOR” the Acuren Stock Issuance Proposal, (ii) “FOR” each of the director nominees named in this joint proxy statement/prospectus, (iii) “FOR” the Auditor Ratification Proposal, (iv) “FOR” the ESPP Proposal and (v) “FOR” the Acuren Adjournment Proposal. For additional information regarding how the Acuren Board recommends Acuren stockholders vote, see the section entitled “The Merger — Recommendation of the Acuren Board and Reasons for the Merger.”

Contemporaneously with the execution of the Merger Agreement, certain of Acuren’s stockholders entered into the Acuren Support Agreements pursuant to which, among other things and subject to the terms and conditions therein, each agreed to vote all shares of Acuren Common Stock and Acuren Preferred Stock beneficially owned by such stockholders at the time of the stockholder vote in favor of the Acuren Stock Issuance Proposal. Collectively, as of the date of the Merger Agreement, these Acuren stockholders held approximately 44.7% of the outstanding voting power of Acuren Common Stock and Acuren Preferred Stock. For further information, please see the section entitled “Certain Agreements Relating to The Merger — Acuren Voting Support Agreements.”

The NV5 Board recommends that NV5 stockholders vote (i) “FOR” the NV5 Merger Proposal, (ii) “FOR” the NV5 Merger Compensation Proposal, and (iii) “FOR” the NV5 Adjournment Proposal. For additional information regarding how the NV5 Board recommends that NV5 stockholders vote, see the section entitled “The Merger — Recommendation of the NV5 Board and Reasons for the Merger.”

Contemporaneously with the execution of the Merger Agreement, certain of NV5’s stockholders which hold shares of NV5 Common Stock entered into the NV5 Support Agreements pursuant to which, among other things and subject to the terms and conditions therein, each agreed to vote all shares of NV5 capital stock beneficially owned by such stockholders at the time of the stockholder vote in favor of the NV5 Merger Proposal. Collectively, as of the date of the Merger Agreement, these stockholders held approximately 16.7% of the outstanding shares of NV5 Common Stock. For further information, please see the section entitled “Certain Agreements Relating to The Merger — NV5 Voting Support Agreements.”

Q:     Will the shares of Acuren Common Stock received at the time of completion of the First Merger be traded on an exchange?

A:     Yes. It is a condition to the consummation of the Merger that the shares of Acuren Common Stock issuable pursuant to the Merger be authorized for listing on the NYSE, upon official notice of issuance. NV5 Common Stock currently trades on NASDAQ under the stock symbol “NVEE.” When the Merger is completed, the NV5 Common Stock will cease to be traded on NASDAQ and will be deregistered under the Exchange Act.

Q:     What are the material U.S. federal income tax consequences of the Merger to NV5 stockholders?

A:     Assuming that the Merger is completed as currently contemplated, Acuren and NV5 intend for the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Please see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” for a more detailed discussion of the U.S. federal income tax consequences of the Merger to U.S. holders (as defined in such section).

Q:     What happens if the requisite stockholder approvals are not obtained or the Merger is not completed?

A:     If the NV5 Merger Proposal is not approved by the NV5 stockholders, the Acuren Stock Issuance Proposal is not approved by Acuren stockholders or the Merger is not completed for any other reason, NV5 stockholders will not receive any shares of Acuren Common Stock or any payment for shares of NV5 Common Stock they own. Instead, NV5 will remain an independent public company, NV5 Common Stock will continue to be listed and traded on the NASDAQ and registered under the Exchange Act and NV5 will continue to file periodic reports with the SEC.

Under specified circumstances, NV5 or Acuren may be required to pay a termination fee upon or subsequent to termination of the Merger Agreement, as described in “The Merger Agreement — Expenses and Termination Fees Relating to the Termination of the Merger Agreement.”

Q:     Who can vote at, and what are the record dates of, each of the Acuren Special Meeting and the NV5 Special Meeting?

A:     All Acuren stockholders who hold shares of Acuren Common Stock or Acuren Preferred Stock at the close of business on [•], the record date for the Acuren Special Meeting (the “Acuren Record Date”), are entitled to receive notice of, and to vote at, the Acuren Special Meeting.

All NV5 stockholders who hold shares of NV5 Common Stock at the close of business on [•], the record date for the NV5 Special Meeting (the “NV5 Record Date”), are entitled to receive notice of, and to vote at, the NV5 Special Meeting.

Q:     How many votes may I cast?

A:     Each outstanding share of Acuren Common Stock and Acuren Preferred Stock entitles its holder of record to one vote on each matter to be considered at the Acuren Special Meeting. The Acuren stockholders of record on the Acuren Record Date are the only Acuren stockholders that are entitled to receive notice of, and to vote at, the Acuren Special Meeting and any adjournments or postponements thereof.

Each outstanding share of NV5 Common Stock entitles its holder of record to one vote on each matter to be considered at the NV5 Special Meeting. The NV5 stockholders of record on the NV5 Record Date are the only NV5 stockholders that are entitled to receive notice of, and to vote at, the NV5 Special Meeting or any adjournments or postponements thereof.

Q:     What constitutes a quorum at each of the Acuren Special Meeting and the NV5 Special Meeting?

A:     In order for business to be conducted at the Acuren Special Meeting and NV5 Special Meeting, a quorum must be present.

A quorum at the Acuren Special Meeting constitutes the holders of a majority of the voting power of the Acuren stock entitled to vote at the meeting, present in person or represented by proxy at the Acuren Special Meeting. If you submit a properly executed proxy card, even if you do not vote for the proposal or vote to “abstain” in respect of the proposal, your shares of Acuren Common Stock will be counted for purposes of calculating whether a quorum is present for the transaction of business at the Acuren Special Meeting.

The holders of a majority of the shares of NV5 Common Stock entitled to vote at the NV5 special meeting must be present or represented at the NV5 special meeting by proxy in order to constitute a quorum. If you submit a properly executed proxy card, even if you do not vote for the proposals or vote to “abstain” in respect of the proposals, your shares of NV5 Common Stock will be counted for purposes of calculating whether a quorum is present for the transaction of business at the NV5 Special Meeting.

Q:     What do I need to do now?

A:     After you have carefully read and considered the information contained in or incorporated by reference into this joint proxy statement/prospectus, please submit your proxy in accordance with the instructions set forth on the applicable enclosed proxy card, or complete, sign, date, and return the applicable enclosed proxy card in the self-addressed, stamped envelope provided as soon as possible so that your shares will be represented and voted at the Acuren Special Meeting or the NV5 Special Meeting, as applicable.

For additional information on voting procedures, please see “Acuren Special Meeting” and “NV5 Special Meeting.”

Q:     How will my proxy be voted?

A:     If you submit your proxy via the internet, by telephone, or by completing, signing, dating, and returning the applicable enclosed proxy card, your proxy will be voted in accordance with your instructions.

For additional information on voting procedures, please see “Acuren Special Meeting” and “NV5 Special Meeting.”

Q:     Who will count the votes?

A:     The votes at the Acuren Special Meeting will be tabulated and certified by the inspector of elections appointed by the Acuren Board.

The votes at the NV5 Special Meeting will be tabulated and certified by the inspector of elections appointed by the NV5 Board.

Q:     May I vote at the special meeting?

A:     Yes. If you are an Acuren stockholder of record on the Acuren Record Date, or a NV5 stockholder of record on the NV5 Record Date, you may attend the Acuren Special Meeting or NV5 Special Meeting, respectively, and vote your shares electronically, in lieu of submitting your proxy by internet, by telephone, or by completing, signing, dating, and returning the applicable enclosed proxy card. Please note that attendance alone at the Acuren Special Meeting or the NV5 Special Meeting, as applicable, will not cause the voting of your shares; you must affirmatively vote the proxy card or meeting ballot provided.

If you are a beneficial owner of shares of Acuren Common Stock or NV5 Common Stock, you are also invited to attend the Acuren Special Meeting or the NV5 Special Meeting, respectively. However, because you are not the Acuren stockholder of record or NV5 stockholder of record, you may not vote your shares in person at the Acuren Special Meeting or the NV5 Special Meeting, respectively, unless you request and obtain a “legal proxy” issued in your own name from your bank, broker or other nominee.

If you appoint a non-management proxy holder, please make sure he or she is aware and ensure he or she will attend and submit a vote on your behalf at the applicable special meeting, with the proper authority from you, for your vote to count.

Q:     How do I attend my special meeting?

A:     Acuren stockholders will only be able to attend the Acuren Special Meeting virtually via live audio webcast, which can be accessed by visiting [•]. An Acuren stockholder may participate, vote and examine Acuren’s stockholder list at the Acuren Special Meeting by visiting [•] and using the control number found on such stockholder’s proxy card or in the instructions that accompanied your proxy materials.

NV5 stockholders will only be able to attend the NV5 Special Meeting virtually via live audio webcast, which can be accessed by visiting [•]. A NV5 stockholder may participate, vote and examine NV5’s stockholder list at the NV5 Special Meeting by visiting [•] and using the control number found on such stockholder’s proxy card or in the instructions that accompanied your proxy materials.

For additional information on attending the Acuren Special Meeting and the NV5 Special Meeting, please see “Acuren Special Meeting” and “NV5 Special Meeting.”

Q:     What should I do if I receive more than one set of voting materials for the Acuren Special Meeting or the NV5 Special Meeting?

A:     You may receive more than one set of voting materials for the Acuren Special Meeting, the NV5 Special Meeting, or both, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction forms. For example, if you hold your shares of Acuren Common Stock or your shares of NV5 Common Stock in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please submit each separate proxy or voting instruction form that you receive by following the instructions set forth in each separate proxy or voting instruction form. If you fail to submit each separate proxy or voting instruction form that you receive, not all of your shares will be voted.

Q:     What is the difference between holding shares of record and holding shares as a beneficial owner of shares of Acuren Common Stock or NV5 Common Stock?

A:     If your shares of Acuren Common Stock are registered directly in your name with Acuren’s transfer agent, Computershare Trust Company, N.A. (“Computershare”), or your shares of NV5 Common Stock are registered directly in your name with NV5’s transfer agent, which is also Computershare, you are considered, with respect to those shares, to be the stockholder of record. If you are a stockholder of record, then this joint proxy statement/prospectus and your proxy card have been sent directly to you by Acuren or NV5, as applicable.

If your shares of Acuren Common Stock or NV5 Common Stock are held through a bank, broker or other nominee, you are considered, with respect to those shares, the beneficial owner, and those shares are held in “street name” by your bank, broker or other nominee. In that case, this joint proxy statement/prospectus has been forwarded to you by your bank, broker or other nominee. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting, and you are also invited to attend the Acuren Special Meeting or the NV5 Special Meeting, as applicable. However, because you are not the stockholder of record, you may not vote your shares of Acuren Common Stock or NV5 Common Stock, as applicable, at the applicable special meeting unless you request and obtain a “legal proxy” issued in your own name from your bank, broker or other nominee.

Q:    If my shares of Acuren Common Stock or NV5 Common Stock are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote my shares for me?

A:     No. If your shares of Acuren Common Stock or NV5 Common Stock are held in the name of a bank, broker or other nominee, you will receive separate instructions from your bank, broker or other nominee describing how to vote your shares. The availability of internet or telephonic voting will depend on the nominee’s voting process. Please check with your bank, broker or other nominee and follow the voting procedures provided by your bank, broker or other nominee on your voting instruction form.

You should instruct your bank, broker or other nominee how to vote your shares of Acuren Common Stock or NV5 Common Stock, as applicable. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares.

Acuren Proposals

Under the current applicable rules, brokers, banks or other nominees do not have discretionary authority to vote on the Acuren Stock Issuance Proposal, the Director Election Proposal, the ESPP Proposal and the Acuren Adjournment Proposal. Therefore, if you fail to provide your broker, bank or other nominee with instructions on how to vote your shares with respect to the Acuren Stock Issuance Proposal, your shares will be counted as broker non-votes. If there are any broker non-votes, they will have no effect on the Acuren Stock Issuance Proposal, the Director Election Proposal, the ESPP Proposal and the Acuren Adjournment Proposal. Brokers have the authority to vote shares for which their customers do not provide voting instructions on certain “routine” matters and, accordingly, may vote absent instructions with respect to the Auditor Ratification Proposal

NV5 Proposals

NV5 does not expect any broker non-votes at the NV5 Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the NV5 Special Meeting are considered non-routine. As a result, no broker will be permitted to vote your shares of NV5 Common Stock at the NV5 Special Meeting without receiving instructions. Failure to instruct your broker on how to vote your shares will have the same effect as a vote “AGAINST” the NV5 Merger Proposal and no effect on the other NV5 Proposals.

For additional information on voting procedures, please see “Acuren Special Meeting” and “NV5 Special Meeting.”

Q:     What do I do if I am an Acuren stockholder and I want to revoke my proxy?

A:     Acuren stockholders may revoke a proxy before the voting polls are closed at the Acuren Special Meeting, by the following methods:

•        giving written notice to the Acuren Corporate Secretary;

•        delivering a valid, later-dated proxy, or a later-dated vote by telephone or on the internet, in a timely manner; or

•        attending and voting virtually at the Acuren Special Meeting.

Beneficial owners of shares of Acuren Common Stock may submit new voting instructions by contacting their broker, bank or other holder of record.

For additional information, please see “Acuren Special Meeting.”

Q:     What do I do if I am a NV5 stockholder and I want to revoke my proxy?

A:     NV5 stockholders may revoke a proxy before it is exercised by:

•        giving written notice to the NV5 Corporate Secretary;

•        delivering a valid, later-dated proxy, or a later-dated vote by telephone or on the internet, in a timely manner; or

•        attending and voting virtually at the NV5 Special Meeting.

Beneficial owners of shares of NV5 Common Stock may submit new voting instructions by contacting their broker, bank or other holder of record.

For additional information, please see “NV5 Special Meeting.”

Q:     Are there any risks that I should consider as an Acuren stockholder or NV5 stockholder in deciding how to vote?

A:     Yes. You should read and carefully consider the risks set forth in “Risk Factors.” You also should read and carefully consider the risk factors of NV5 contained in the documents that are attached to and incorporated by reference into this joint proxy statement/prospectus.

Q:     What happens if I sell or otherwise transfer my shares of Acuren Common Stock before the Acuren Special Meeting?

A:     The Acuren Record Date is prior to the date of the Acuren Special Meeting. If you sell or otherwise transfer your shares of Acuren Common Stock after the Acuren Record Date but before the Acuren Special Meeting, unless special arrangements are made between you and the person to whom you transfer your shares of Acuren Common Stock (such as provision of a proxy), you will retain your right to vote such shares at the Acuren Special Meeting but will otherwise transfer ownership of and the economic interest in your shares of Acuren Common Stock.

Q:     What happens if I sell or otherwise transfer my shares of NV5 Common Stock before the NV5 Special Meeting?

A:     The NV5 Record Date is prior to the date of the NV5 Special Meeting. If you sell or otherwise transfer your shares of NV5 Common Stock after the NV5 Record Date but before the NV5 Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you transfer your shares of NV5 Common Stock, you will retain your right to vote such shares at the NV5 Special Meeting but will otherwise transfer ownership of and the economic interest in your shares of NV5 Common Stock.

Q:     What happens if I sell or otherwise transfer my shares of NV5 Common Stock before the completion of the Merger?

A:     Only NV5 stockholders as of immediately prior to the First Effective Time will become entitled to receive the Merger Consideration. If you sell your shares of NV5 Common Stock prior to the First Merger, you will not become entitled to receive the Merger Consideration by virtue of the Merger.

Q:     Do any of the officers or directors of NV5 have interests in the Merger that may differ from or be in addition to my interests as a NV5 stockholder?

A:     In considering the recommendations of the NV5 Board of Directors, NV5 stockholders should be aware that NV5’s directors and executive officers have interests in the Merger that are different from, or in addition to, their interests as NV5 stockholders. These interests may include, among others, the payment of severance benefits and acceleration of outstanding NV5 equity awards upon certain terminations of employment or service, and the surviving company’s agreement to indemnify NV5 directors and officers against certain claims and liabilities. These interests are described in more detail in the section entitled “The Merger — Interests of NV5’s Executive Officers and Non-Employee Directors in the Merger.” The NV5 Board was aware of and considered these potential interests, among other matters, in evaluating and negotiating the Merger Agreement and the transactions contemplated therein, in approving the Merger and in recommending the approval of the NV5 Merger Proposal and the NV5 Merger Compensation Proposal. See “The Merger — Background of the Merger” and “The Merger — Recommendation of the NV5 Board and Reasons for the Merger.”

Q:     Do any of the officers or directors of Acuren have interests in the Merger that may differ from or be in addition to my interests as an Acuren stockholder?

A:     Other than with respect to continued service for, employment by and the right to continued indemnification by Acuren, as of the date of this joint proxy statement/prospectus, Acuren directors and executive officers do not have interests in the Merger that are different from, or in addition to, the interests of other Acuren stockholders generally. See the section entitled “The Merger — Interests of Certain Acuren Directors and Executive Officers in the Merger.”

Q:     If I am an Acuren stockholder and I oppose the Acuren Stock Issuance Proposal or if I am a NV5 stockholder and I oppose the NV5 Merger Proposal or the NV5 Merger Compensation Proposal, but all such proposals are approved, what are my rights?

A:     Under Delaware law, Acuren stockholders are not entitled to dissenters’ or appraisal rights in connection with the issuance of shares of Acuren Common Stock as contemplated by the Merger Agreement. Acuren stockholders may vote against the Acuren Stock Issuance Proposal if they do not favor such proposal.

NV5 stockholders are entitled to appraisal rights under Section 262 of the DGCL if they oppose the NV5 Merger Proposal, provided they satisfy the special criteria and conditions set forth in Section 262 of the DGCL. NV5 Common Stock held by stockholders that do not vote for approval of the Merger and make a demand for appraisal in accordance with the DGCL will not be converted into Acuren Common Stock, but will be converted into the right to receive, from the combined company, consideration determined in accordance with Delaware law.

For more information regarding dissenters’ or appraisal rights, please see “The Merger — Appraisal Rights and Dissenters’ Rights.”

Q:     Where can I find voting results of the Acuren Special Meeting and the NV5 Special Meeting?

A:     Acuren and NV5 intend to announce their respective preliminary voting results at each of the respective special meetings and disclose their respective final voting results in Current Reports on Form 8-K that will be filed with the SEC following each special meeting. All reports that Acuren and NV5 file with the SEC are publicly available when filed. Please see “Where You Can Find More Information.”

Q:     How can I find more information about Acuren and NV5?

A:     You can find more information about Acuren and NV5 from various sources described in “Where You Can Find More Information.”

Q:     Who can answer any questions I may have about the Acuren Special Meeting, the NV5 Special Meeting or the transactions contemplated by the Merger Agreement, including the Merger and the Acuren Stock Issuance?

A:     If you have any questions about the Acuren Special Meeting, the NV5 Special Meeting, the Merger, the proposals to be voted on at the special meetings, how to submit your proxy, or if you need additional copies of this joint proxy statement/prospectus or documents incorporated by reference herein, the applicable enclosed proxy card or voting instructions, you should contact:

MARKET PRICE AND DIVIDEND INFORMATION

The Acuren Common Stock is listed on the NYSE under the symbol “TIC.” The NV5 Common Stock is listed on the NASDAQ under the symbol “NVEE.” The high and low trading prices for Acuren Common Stock as of May 14, 2025, the last trading day immediately before the public announcement of the Merger, were $11.20 and $10.75, respectively. The high and low trading prices for the NV5 Common Stock as of May 14, 2025, the last trading day immediately before the public announcement of the Merger, were $19.44 and $18.79, respectively.

As of [•], the last date before the date of this joint proxy statement/prospectus for which it was practicable to obtain this information, there were [•] shares of Acuren Common Stock and 1,000,000 shares of Acuren Preferred Stock outstanding and [•] shares of NV5 Common Stock outstanding. In addition, as of [•], there were [•] holders of record of Acuren Common Stock.

The following table sets forth the closing sale price per share of Acuren Common Stock as reported on the NYSE and the closing sale price per share of NV5 Common Stock as reported on the NASDAQ, in each case on May 14, 2025, the last trading day before the public announcement of the parties entering into the Merger Agreement, and on [•], the last practicable trading day prior to the mailing of this joint proxy statement/prospectus. The table also shows the estimated implied value of the Merger Consideration proposed for each share of NV5 Common Stock as of the same two dates.

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(1)      The actual Exchange Ratio at Closing will be determined based on the Acuren Closing VWAP; provided, however, that (i) if the Acuren Closing VWAP is greater than or equal to $11.65, then the Exchange Ratio shall be equal to 1.1157 shares of Acuren Common Stock or (ii) if the Acuren Closing VWAP is less than or equal to $9.53, then the Exchange Ratio shall be equal to 1.3636 shares of Acuren Common Stock.

(2)      The implied value was calculated by multiplying the NYSE closing price of a share of Acuren Common Stock on the relevant date by the Exchange Ration plus $10.00 in cash.

The market prices of Acuren Common Stock and NV5 Common Stock have fluctuated since the date of the announcement of the execution of the Merger Agreement and will continue to fluctuate prior to the completion of the Merger and, in the case of Acuren Common Stock thereafter. No assurance can be given concerning the market prices of Acuren Common Stock or NV5 Common Stock before completion of the Merger or of Acuren Common Stock after completion of the Merger. Accordingly, these comparisons may not provide meaningful information to stockholders in determining how to vote with respect to the proposals described in this joint proxy statement/prospectus. We urge you to obtain current market quotations for Acuren Common Stock and NV5 Common Stock and to review carefully the other information contained in this joint proxy statement/prospectus. Please see the section entitled “Risk Factors — Risk Factors Relating to the Merger” beginning on page 30 of this joint proxy statement/prospectus.

Acuren stockholders and NV5 stockholders are encouraged to obtain current market quotations for Acuren Common Stock and NV5 Common Stock and to review carefully the other information contained in this joint proxy statement/prospectus, attached hereto or incorporated by reference herein. No assurance can be given concerning the market price of Acuren Common Stock before or after the effective date of the Merger. Please see “Where You Can Find More Information” for the location of information incorporated by reference into this joint proxy statement/prospectus.

Dividends on Acuren Securities

Acuren has not historically paid cash dividends and does not currently anticipate paying a cash dividend on Acuren Common Stock. Acuren intends to retain future earnings for reinvestment. The Acuren Board will make any future determination as to the payment of dividends at its discretion, and this determination will depend upon Acuren’s operating results, financial condition and capital requirements, general business conditions and such other factors that the Acuren Board considers relevant. In addition, Acuren’s existing credit agreement, in certain situations, prohibits Acuren from paying cash dividends or making other distributions on Acuren Common Stock without prior consent of the lender.

The holder of the Acuren Preferred Stock may be entitled to receive annual dividends paid in the form of shares of Acuren Common Stock.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus, and the documents to which Acuren and NV5 refer you within this joint proxy statement/prospectus, as well as oral statements made, or to be made, by Acuren and NV5, include “forward-looking statements” within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the United States Private Securities Litigation Reform Act of 1995, as amended. All statements, other than statements of historical fact, included in this joint proxy statement/prospectus, including those that address activities, events, or developments that Acuren or NV5 expects, believes, or anticipates will or may occur in the future, are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding the Merger, the expected timetable for completing the Merger, the results, effects, benefits and synergies of the Merger, pro forma descriptions of the combined company and its operations, integration and transition plans, synergies, opportunities, and anticipated future performance, the NV5 Special Committee’s actions or inactions with respect to its evaluation of the Merger, Acuren’s business and competitive strengths, key dynamics and trends of Acuren’s industry, Acuren’s growth strategy, Acuren’s beliefs regarding legal, accounting and tax matters, and any other statements regarding Acuren’s or NV5’s future expectations, beliefs, plans, objectives, financial conditions, assumptions, or future events or performance that are not historical facts. Words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “intend,” “should,” “could,” “would,” “may,” “might,” “foresee,” “plan,” “will,” “guidance,” “outlook,” “future,” “assume,” “forecast,” “focus,” “target,” “continue,” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking.

Acuren and NV5 caution investors that any forward-looking statements are subject to known and unknown risks and uncertainties, many of which are outside Acuren’s and NV5’s control, and which may cause actual results and future trends to differ materially from those matters expressed in, or implied or projected by, such forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus. Investors are cautioned not to place undue reliance on these forward-looking statements. Risks and uncertainties that could cause actual results to differ from those described in forward-looking statements include the following:

•        the Merger Agreement may be terminated in accordance with its terms and the Merger may not be completed;

•        Acuren stockholders may not approve the Acuren Stock Issuance Proposal;

•        NV5 stockholders may not approve the NV5 Merger Proposal;

•        the parties may not be able to satisfy the conditions to the completion of the Merger in a timely manner or at all;

•        the Merger may not be accretive, and may be dilutive, to Acuren’s earnings per share, which may negatively affect the market price of Acuren Common Stock;

•        Acuren and NV5 may incur significant transaction and other costs in connection with the Merger in excess of those anticipated by Acuren or NV5;

•        the combined company may fail to realize anticipated synergies or other benefits expected from the Merger in the timeframe expected or at all;

•        the ultimate timing, outcome, and results of integrating the operations of Acuren and NV5;

•        the Merger and the announcement and/or completion thereof could have an adverse effect on business or employee relationships;

•        the risk related to disruption of management time from ongoing business operations due to the Merger;

•        the Merger may disrupt current plans and operations that may harm Acuren’s or NV5’s respective businesses;

•        the effects of the business combination of Acuren and NV5, including the combined company’s future financial condition, results of operations, strategy, and plans;

•        changes in capital markets and the ability of the combined company to finance operations in the manner expected;

•        regulatory approval of the transaction;

•        any litigation relating to the Merger;

•        risks to NV5’s operating results and businesses generally and the other risks, contingencies and uncertainties applicable to NV5 disclosed in NV5’s other filings with the SEC incorporated herein by reference;

•        risks to Acuren’s operating results and businesses generally and the other risks, trends, contingencies and uncertainties applicable to Acuren disclosed herein; and

•        the uncertainty of the value of the Merger Consideration due to the floating Exchange Ratio and potential fluctuation in the market price of Acuren Common Stock.

The foregoing list of factors is not exhaustive. For further discussion of these and other risks, contingencies, and uncertainties applicable to Acuren and NV5, please see “Risk Factors” in this joint proxy statement/prospectus as well as NV5’s other filings with the SEC incorporated herein by reference. Please see “Where You Can Find More Information” for more information about the SEC filings incorporated by reference into this joint proxy statement/prospectus.

All subsequent written or oral forward-looking statements attributable to Acuren, NV5 or any person acting on its or their behalf are expressly qualified in their entirety by the cautionary statements contained in this section. All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Acuren nor NV5 assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

RISK FACTORS

In addition to the other information included and incorporated by reference into this joint proxy statement/prospectus, including the matters addressed in “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risks before deciding how to vote. In addition, you should read and consider the risks associated with the businesses of Acuren, which are included below under “Other Risks Relating to Acuren”, and the risks associated with the business of NV5 which are set forth under “Risk Factors” in Item 1A of NV5’s Annual Report on Form 10-K for the year ended December 31, 2024, as updated by NV5’s subsequent filings under the Exchange Act, each of which is filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. You should also read and consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference into this joint proxy statement/prospectus. For more information, see “Where You Can Find More Information.”

The risks described below are certain material risks, although not the only risks, relating to the transactions contemplated by the Merger Agreement and or that each of Acuren and NV5, currently face or that Acuren, NV5 or the combined company will face after the completion of the Merger. Additional risks and uncertainties not currently known or that are currently expected to be immaterial may also adversely affect the business, financial condition and results of operations of Acuren, NV5 or the combined company, or the market price of Acuren Common Stock following the completion of the Merger.

Risk Factors Relating to the Merger

The Merger Consideration to be paid in exchange for each share of NV5 Common Stock is a combination of cash and shares of Acuren Common Stock based on the Exchange Ratio, subject to adjustment as described herein. Fluctuations in the value of Acuren Common Stock can adversely affect the value of Acuren Common Stock to be issued in exchange for each share of NV5 Common Stock, and NV5 stockholders may receive Merger Consideration with a value that, at the time received, is less than anticipated.

At the First Effective Time, each share of NV5 Common Stock that is issued and outstanding immediately prior to the First Effective Time (other than Excluded Shares) will be automatically cancelled and cease to exist and will be converted into the right to receive (A) the Per-Share Cash Consideration and (B) a number of shares of Acuren Common Stock equal to the Exchange Ratio, subject to further adjustment as described herein. At the time of the initial announcement of the Merger, based on the price of Acuren Common Stock, the estimated value of the total Merger Consideration was $23.00 for each share of NV5 Common Stock exchanged in the Merger, subject to the collar mechanism described above.

The Exchange Ratio will be calculated based on two factors: the Acuren Closing VWAP and a 10% symmetrical collar. The Exchange Ratio is subject to a 10% symmetrical collar based on an Acuren share price of $10.593 as a midpoint as follows: (i) if the Acuren Closing VWAP is greater than or equal to $11.65, then the Exchange Ratio shall be equal to 1.1157 shares of Acuren Common Stock, (ii) if the Acuren Closing VWAP is less than or equal to $9.53, then the Exchange Ratio shall be equal to 1.3636 shares of Acuren Common Stock and (iii) if the Acuren Closing VWAP is greater than $9.53 and less than $11.65, then the Exchange Ratio will be equal to the quotient of (x) $13.00 divided by (y) Acuren Closing VWAP. See “Summary — Effect of the Merger; Merger Consideration” for a table illustrating the impact of the Acuren Closing VWAP on the Per-Share Share Consideration to be received as part of the Merger Consideration and the implied value per share of NV5 Common Stock over a range of assumed Acuren Closing VWAPs.

A significant and prolonged decrease in the price of Acuren Common Stock on the NYSE from the date of the Merger Agreement to the First Effective Time could affect both the number and value of Acuren Common Stock that NV5 stockholders receive as part of the Merger Consideration. NV5 stockholders will not know the actual Exchange Ratio or the final value of the Merger Consideration when they are asked to vote to approve the proposals at the NV5 Special Meeting. Because the Exchange Ratio is based on a 10-day average, the Acuren Closing VWAP on which the final Exchange Ratio is based could differ substantially from the price per share of Acuren Common Stock on the day on which NV5 stockholders vote on the proposals being considered at the NV5 Special Meeting.

It is impossible to accurately predict the market price of Acuren Common Stock at the First Effective Time or during the period over which the Acuren Closing VWAP is calculated or the effect of the adjustment provisions on the number of shares of Acuren Common Stock to be delivered as Merger Consideration. As a result, NV5 stockholders cannot be certain of the number of shares or value of Acuren Common Stock to be delivered upon consummation of the Merger and NV5 stockholders may receive Merger Consideration with a value that, at the time received, is less than or more than $23.00 per share for each share of NV5 exchanged in the Merger.

The price of Acuren Common Stock has fluctuated and may fluctuate significantly in the future, depending upon many factors, many of which are beyond Acuren’s control and NV5 does not have the right to exercise any walk-away rights or other rights to terminate the Merger Agreement solely based on any decline in the market price of Acuren Common Stock. See also “Summary — Effect of the Merger; Merger Consideration” for a table illustrating the impact of changes in the market price of Acuren Common Stock on the Merger Consideration to be received by NV5 stockholders.

Although the NV5 Board formed the NV5 Special Committee to report its findings and recommendations to the NV5 Board in respect of its review, consideration and evaluation of Acuren’s offer and to determine conclusively whether to recommend to the NV5 Board that it recommend the offer to NV5’s stockholders, the results of such evaluation were inconclusive.

The NV5 Special Committee was formed to report its findings and recommendations to the NV5 Board in respect of its review, consideration and evaluation of Acuren’s offer and to determine conclusively whether to recommend to the NV5 Board that it recommend the offer to NV5’s stockholders. As discussed below in the section entitled “The Merger — Background of the Merger,” Messrs. Pruitt and Tardan voted in favor of recommending that the NV5 Board recommend Acuren’s offer to the NV5 stockholders and Dr. Dickins and Mr. Freckmann voted against recommending that the NV5 Board recommend Acuren’s offer to the NV5 stockholders. For more information see the section entitled “The Merger — Recommendation of the NV5 Board and Reasons for the Merger.”

Accordingly, NV5 stockholders should be aware of the differing views of the members of the NV5 Special Committee, that the NV5 Special Committee did not reach a conclusive determination on whether to recommend that the NV5 Board recommend the offer to the NV5 stockholders and are urged to read and carefully consider the description of the concerns expressed by the individual committee members that are contained in the section entitled “The Merger — Recommendation of the NV5 Board and Reasons for the Merger — Reasons for Dr. Dickins’ and Mr. Freckmann’s Votes Against the Merger.” NV5 stockholders should not place undue reliance on any actions taken or not taken by the NV5 Special Committee.

Acuren stockholders and NV5 stockholders, in each case as of immediately prior to the Merger, will have reduced ownership in the combined company.

Following the closing, based on the number of shares of Acuren Common Stock outstanding as of the date of the Merger Agreement, Acuren’s existing stockholders would own approximately 60% of the issued and outstanding shares of the combined company and NV5’s existing stockholders would own approximately 40% of the issued and outstanding shares of the combined company, in each case on a fully diluted basis. As a result, Acuren’s current stockholders and NV5’s current stockholders will have less influence on the policies of the combined company than they currently have on the policies of Acuren and NV5, respectively.

The Merger is subject to a number of conditions to the obligations of both Acuren and NV5 to complete the Merger, which, if not fulfilled, or not fulfilled in a timely manner, may delay completion of the Merger or result in termination of the Merger Agreement.

The obligations of Acuren and NV5 to consummate the Merger is subject to the satisfaction (or waiver by all parties, to the extent permissible under applicable laws) of the conditions described in “The Merger Agreement — Conditions to Completion of the Merger.”

Many of the conditions to completion of the Merger are not within either Acuren’s or NV5’s control, and neither company can predict when, or if, these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to the Outside Date, it is possible that the Merger Agreement may be terminated. Although Acuren and NV5 have agreed in the Merger Agreement to use reasonable best efforts, subject to certain limitations, to complete the Merger as promptly as practicable, these and other conditions to the completion of the Merger may fail

to be satisfied. In addition, satisfying the conditions to and completion of the Merger may take longer, and could cost more, than Acuren and NV5 expect. Neither Acuren nor NV5 can predict whether and when these other conditions will be satisfied. Furthermore, the requirements for obtaining the required clearances and approvals could delay the completion of the Merger for a significant period of time or prevent them from occurring. Any delay in completing the Merger may adversely affect the cost savings and other benefits that Acuren and NV5 expect to achieve if the Merger and the integration of the companies’ respective businesses are completed within the expected timeframe.

In order to complete the Merger, Acuren and NV5 must make certain governmental filings and obtain certain governmental authorizations. If such filings and authorizations are not made or granted or are granted with conditions to the parties, Closing may be jeopardized, or the anticipated benefits of the Merger may be reduced.

Closing is conditioned upon the expiration or termination of all applicable waiting periods (and any extensions thereof) under the HSR Act and the receipt of other authorizations, consents, clearances or approvals required under certain other laws. The parties’ HSR notifications were filed with the FTC and the DOJ on [•], 2025. The waiting period under the HSR Act is set to expire at 11:59 p.m., Eastern Time, on [•], 2025. Although Acuren and NV5 have agreed in the Merger Agreement to use their reasonable best efforts, subject to certain limitations, to make certain other governmental filings or obtain the required governmental clearances and authorizations, as the case may be, there can be no assurance that the relevant waiting periods will expire or be terminated or that the parties will obtain the relevant clearances and authorizations. In addition, the governmental authorities with or from which these clearances or authorizations are required have broad discretion in administering the governing regulations. Whether and when required governmental clearances or authorizations are granted could be affected by (i) governmental, political or community group inquiries, investigations or opposition; or (ii) changes in legislation or the political environment generally. As a condition to clearances or authorization of the Merger, governmental authorities may seek to impose requirements, limitations or costs or place restrictions on the conduct of Acuren’s business after completion of the Merger. Any such conditions, terms, obligations or restrictions or requested conditions, terms, obligations or restrictions may delay or prevent the Closing or impose additional material costs on or materially limit the revenues of the combined company following the Merger, or otherwise adversely affecting Acuren’s businesses and results of operations after completion of the Merger. In addition, these terms, obligations or restrictions may result in the delay or abandonment of the Merger.

Uncertainties associated with the Merger may cause a loss of management personnel and other key employees of Acuren and NV5, which could adversely affect the future business and operations of the combined company following the Merger.

Acuren and NV5 are dependent on the experience and industry knowledge of their respective officers and other key employees to execute their business plans. The combined company’s success after the Merger will depend in part upon its ability to retain key management personnel and other key employees of both Acuren and NV5. Current and prospective employees of Acuren and NV5 may experience uncertainty about their roles within the combined company following the Merger or other concerns regarding the timing and completion of the Merger or the operations of the combined company following the Merger, any of which may have an adverse effect on the ability of Acuren and NV5 to retain or attract key management and other key personnel. If Acuren or NV5 are unable to retain personnel, including key management, who are critical to the future operations of the companies, Acuren and NV5 could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the Merger. No assurance can be given that the combined company, following the Merger, will be able to retain or attract key management personnel and other key employees to the same extent that Acuren and NV5 have previously been able to retain or attract their own employees.

The business relationships of Acuren and NV5 may be subject to disruption due to uncertainty associated with the Merger, which could have a material adverse effect on the results of operations, cash flows and financial position of Acuren or NV5 pending and following the Merger.

Parties with which Acuren or NV5 do business may experience uncertainty associated with the Merger, including with respect to current or future business relationships with Acuren or NV5 following the Merger. Acuren’s and NV5’s business relationships may be subject to disruption as customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners may attempt to delay or defer entering into new business relationships, negotiate changes in existing business relationships or consider entering into business

relationships with parties other than Acuren or NV5 following the Merger. These disruptions could have a material and adverse effect on the results of operations, cash flows and financial position of Acuren or NV5, regardless of whether the Merger is completed, as well as a material and adverse effect on Acuren’s ability to realize the expected cost savings and other benefits of the Merger. The risk, and adverse effect, of any disruption could be exacerbated by a delay in completion of the Merger or termination of the Merger Agreement.

The Merger Agreement subjects Acuren and NV5 to restrictions on their respective business activities prior to the First Effective Time.

The Merger Agreement subjects Acuren and NV5 to restrictions on their respective business activities prior to the First Effective Time. The Merger Agreement obligates each of Acuren and NV5 to generally conduct its businesses in the ordinary course until the First Effective Time and to use its reasonable best efforts to (i) preserve substantially intact its present business organization, goodwill and assets, (ii) keep available the services of its current officers and employees and (iii) preserve its existing relationships with governmental entities and its significant customers, suppliers, licensors, licensees, distributors, lessors and others having significant business dealings with it. These restrictions could prevent Acuren and NV5 from pursuing certain business opportunities that arise prior to the First Effective Time and are outside the ordinary course of business. See “The Merger Agreement — Conduct of Business” for additional details.

NV5 directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of the NV5 stockholders generally.

In considering the recommendation of the NV5 Board that NV5 stockholders vote in favor of the NV5 Merger Proposal and the NV5 Merger Compensation Proposal, NV5 stockholders should be aware of and take into account the fact that, aside from their interests as NV5 stockholders, certain NV5’s Executive Officers and Non-Employee Directors have interests in the Merger that may be different from, or in addition to, the interests of NV5 stockholders generally. These interests are described in more detail in the section entitled “The Merger — Interests of NV5’s Executive Officers and Non-Employee Directors in the Merger” for a more detailed description of these interests. The NV5 Board was aware of and considered these potential interests, among other matters, in evaluating and negotiating the Merger Agreement and the transactions contemplated therein, in approving the First Merger and in recommending the approval of the NV5 Merger Proposal and the NV5 Merger Compensation Proposal.

The Merger Agreement limits Acuren’s and NV5’s respective ability to pursue alternatives to the Merger, which may discourage other companies from making a favorable alternative transaction proposal and, in specified circumstances, could require Acuren or NV5 to pay the other party a termination fee.

The Merger Agreement contains certain provisions that restrict each of Acuren’s and NV5’s ability to pursue alternatives to the Merger. While the Merger Agreement contains a “go-shop” provision that allows NV5 to solicit, initiate, propose, induce the making, submission or announcement of, and encourage, facilitate or assist, any inquiry, proposal, indication of interest or offer that constitutes or would reasonably be expected to lead to, an acquisition proposal, the “go-shop” provision will expire on July 14, 2025. Pursuant to the Merger Agreement, Acuren, and, following the expiration of the go-shop period, NV5, are not permitted to initiate, solicit, propose, knowingly encourage or knowingly facilitate any inquiry or the making of any proposal or offer that constitutes, or would reasonably be expected to result in, an Acuren competing proposal or NV5 competing proposal, each as described in “The Merger Agreement — No Solicitation; Changes in Recommendation”, as applicable, and Acuren and NV5 have each agreed to certain terms and conditions relating to their ability to engage in, continue or otherwise participate in any discussions with respect to, provide a third party confidential information with respect to or enter into any an acquisition agreement with respect to certain unsolicited proposals that constitute or are reasonably likely to lead to a competing proposal.

Further, even if the Acuren Board or the NV5 Board changes, withdraws, modifies, or qualifies its recommendation with respect to the Acuren Stock Issuance Proposal, the NV5 Merger Proposal or the NV5 Merger Compensation Proposal, as applicable, unless the Merger Agreement has been terminated in accordance with its terms, both parties will still be required to submit the Acuren Stock Issuance Proposal, the NV5 Merger Proposal and the NV5 Merger Compensation Proposal, as applicable, to a vote at their respective special meetings. In addition, Acuren and NV5 generally have an opportunity to offer to modify the terms of the Merger

Agreement in response to any competing acquisition proposals or intervening events before the NV5 Board or Acuren Board, respectively, may withdraw or qualify their respective recommendations. For more information, see the section entitled “The Merger Agreement — No Solicitation; Changes in Recommendation.” The Merger Agreement further provides that, under specified circumstances, including after receipt of certain alternative acquisition proposals, NV5 may be required to pay Acuren a cash termination fee equal to approximately $48.6 million or Acuren may be required to pay NV5 a cash termination fee equal to approximately $48.6 million. See “The Merger Agreement — Expenses and Termination Fees Relating to the Termination of the Merger Agreement” for additional details.

These provisions could discourage a potential third-party acquirer or other strategic transaction partner that might have an interest in acquiring all or a significant portion of NV5 or Acuren from considering or pursuing an alternative transaction with either party or proposing such a transaction, even if it were prepared, in NV5’s case, to pay consideration with a higher per share value than the total value proposed to be paid or received in the Merger.

Each of Acuren and NV5 are required, under certain circumstances, to pay a termination fee that if paid, may negatively affect such party’s financial results.

Acuren may be required, under certain circumstances in connection with a termination of the Merger Agreement, to pay NV5 a termination fee of approximately $48.6 million, which could negatively affect Acuren’s financial condition and results of operations. Alternatively, NV5 may be required, under certain circumstances in connection with a termination of the Merger Agreement, to pay Acuren a termination fee of approximately $48.6 million, which may materially and adversely affect NV5’s financial results.

Failure to complete the Merger could negatively impact Acuren’s or NV5’s stock price and have a material adverse effect on their results of operations, cash flows and financial position.

If the Merger is not completed for any reason, including as a result of failure to obtain all requisite regulatory approvals or if the Acuren stockholders or NV5 stockholders fail to approve the applicable proposals, the ongoing businesses of Acuren and NV5 may be materially adversely affected and, without realizing any of the benefits of having completed the Merger, Acuren and NV5 would be subject to a number of risks, including the following:

•        Acuren and NV5 may experience negative reactions from the financial markets, including negative impacts on their respective stock prices;

•        Acuren and NV5 and their respective subsidiaries may experience negative reactions from their respective customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners;

•        Acuren and NV5 will still be required to pay certain significant costs relating to the Merger, such as legal, accounting, financial advisor and printing fees;

•        Acuren or NV5 may be required to pay a Termination Fee as required by the Merger Agreement;

•        the Merger Agreement places certain restrictions on the conduct of the respective businesses pursuant to the terms of the Merger Agreement, which may delay or prevent the respective companies from undertaking business opportunities that, absent the Merger Agreement, may have been pursued;

•        matters relating to the Merger (including integration planning) require substantial commitments of time and resources by each company’s management, which result in the distraction of each company’s management from ongoing business operations and pursuing other opportunities that could have been beneficial to the companies; and

•        litigation related to any failure to complete the Merger or related to any enforcement proceeding commenced against Acuren or NV5 to perform their respective obligations pursuant to the Merger Agreement.

If the Merger is not completed, the risks described above may materialize and they may have a material adverse effect on Acuren’s or NV5’s results of operations, cash flows, financial position and stock prices.

The shares of Acuren Common Stock to be received by NV5 stockholders upon completion of the Merger will have different rights from shares of NV5 Common Stock.

Upon completion of the Merger, NV5 stockholders will no longer be NV5 stockholders. Instead, former NV5 stockholders will become Acuren stockholders and while their rights as Acuren stockholders will continue to be governed by the laws of the state of Delaware, their rights will be subject to and governed by the terms of the Acuren Certificate of Incorporation and the Acuren Bylaws. The terms of the Acuren Certificate of Incorporation and the Acuren Bylaws are in some respects different than the terms of the NV5 Certificate of Incorporation and the NV5 Bylaws, which currently govern the rights of NV5 stockholders. See “Comparison of Stockholder Rights” for a discussion of the different rights associated with shares of Acuren Common Stock and shares of NV5 Common Stock.

Completion of the Merger may trigger change in control or other provisions in certain agreements to which NV5 is a party.

The completion of the Merger may trigger change in control or other provisions in certain agreements to which NV5 is a party, including NV5’s existing credit facility. If NV5 is unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under such agreements, potentially terminating such agreements, or seeking monetary damages. Even if NV5 can negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate such agreements on terms less favorable to NV5.

Acuren and NV5 are expected to incur significant transaction costs in connection with the Merger, which may be in excess of those anticipated by them.

Acuren and NV5 have incurred and are expected to continue to incur a number of non-recurring costs associated with negotiating and completing the Merger, combining the operations of the two companies and achieving desired synergies. These costs have been, and will continue to be, substantial and, in many cases, will be borne by Acuren and NV5 whether or not the Merger is completed. A substantial majority of non-recurring expenses will consist of transaction costs and include, among others, fees paid to financial, legal, accounting and other advisors, employee retention, severance and benefit costs, and filing fees. Acuren will also incur costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and other employment-related costs. Acuren and NV5 will continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in connection with the Merger and the integration of the two companies’ businesses. While Acuren and NV5 have assumed that a certain level of expenses would be incurred, there are many factors beyond their control that could affect the total amount or the timing of the expenses. The elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may not offset integration-related costs and achieve a net benefit in the near term, or at all. The costs described above and any unanticipated costs and expenses, many of which will be borne by Acuren or NV5 even if the Merger is not completed, could have an adverse effect on Acuren’s or NV5’s financial condition and operating results.

Litigation relating to the Merger could result in an injunction preventing the completion of the Merger and/or substantial costs to Acuren and NV5.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements. 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 Acuren’s and NV5’s respective liquidity and financial condition.

Lawsuits that may be brought against Acuren, NV5 or their respective directors could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Merger Agreement already implemented and to otherwise enjoin the parties from consummating the Merger. One of the conditions to the closing of the Merger is that no injunction by any court or other tribunal of competent jurisdiction has been entered and continues to be in effect and no law has been adopted or is effective, in either case that prohibits or makes illegal the closing of the Merger. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, that injunction may delay or prevent the Merger from being completed within the expected timeframe or at all, which may adversely affect Acuren’s and NV5’s respective business, financial position and results of operation.

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 that remains unresolved at the time the Merger is completed may adversely affect Acuren’s or NV5’s business, financial condition, results of operations and cash flows

If the Merger does not qualify as a reorganization, there may be adverse tax consequences.

The Merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Code. It is a condition to the completion of the Merger that NV5 receive a written opinion from Greenberg Traurig, P.A., regarding the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code. The foregoing opinion, however, is limited to the factual representations provided by Acuren and NV5 to counsel and the assumptions set forth therein, and is not a guarantee that the Merger, in fact, will qualify as a reorganization. Moreover, neither Acuren nor NV5 has requested or plans to request a ruling from the IRS that the Merger qualifies as a reorganization. If the Merger were to fail to qualify as a reorganization, then each United States holder (as defined in the discussion under the heading “Material U.S. Federal Income Tax Consequences of the Merger”) of shares of NV5 Common Stock generally would recognize gain or loss, as applicable, equal to the difference between (i) the sum of the fair market value of the Merger Consideration received by such holder in the Merger; and (ii) such holder’s adjusted tax basis in its shares of NV5 Common Stock.

Each holder of NV5 Common Stock should read the discussion titled “Material U.S. Federal Income Tax Consequences of the Merger” and should consult his, her or its tax advisors with respect to the particular tax considerations and consequences of the transactions contemplated herein to such holder.

Risk Factors Relating to the Combined Company Following the Merger

The combined company may be unable to integrate the business of Acuren and NV5 successfully or realize the anticipated benefits of the Merger.

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

•        the inability to successfully combine the business of Acuren and NV5 in a manner that permits the combined company to achieve, on a timely basis, or at all, the potential enhanced revenue opportunities and cost savings and other benefits anticipated to result from the Merger;

•        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;

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

•        potential unknown liabilities and unforeseen increased expenses or delays associated with the Merger.

In addition, Acuren and NV5 have operated and, until the completion of the Merger, will continue to operate, independently. It is possible that the integration process could result in:

•        diversion of the attention of each company’s management; and

•        the disruption of, or the loss of momentum in, each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies.

Any of these issues could adversely affect each company’s ability to maintain relationships with customers, suppliers, employees and other constituencies or achieve the anticipated benefits of the Merger or could reduce each company’s earnings or otherwise adversely affect the business and financial results of the combined company following the Merger.

The market price for Acuren Common Stock following the Closing may be affected by factors different from those that historically have affected or currently affect Acuren Common Stock and NV5 Common Stock.

Upon completion of the Merger, NV5 stockholders and holders of NV5 Equity Awards will receive shares of Acuren Common Stock. At such time, Acuren’s financial position may differ from its financial position before the completion of the Merger, and the results of operations of the combined company may be affected by some factors that are different from those currently affecting the results of operations of Acuren and those currently affecting the results of operations of NV5. Accordingly, the market price and performance of Acuren Common Stock is likely to be different from the performance of NV5 Common Stock in the absence of the Merger. In addition, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, Acuren Common Stock, regardless of the combined company’s actual operating performance. For a discussion of the businesses of Acuren and NV5, and important factors to consider in connection with those businesses, see the documents attached hereto or incorporated by reference and referred to in “Where You Can Find More Information.”

The market price of Acuren Common Stock may decline as a result of the Merger.

The market price of Acuren Common Stock may decline as a result of the Merger if, among other things, it is unable to achieve the expected benefits and synergies of the Merger, if the Merger is not completed within the anticipated timeframe, or if the transaction costs related to the Merger are greater than expected. The market price of Acuren Common Stock also may decline if Acuren does not achieve the perceived benefits and expected synergies of the Merger as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the Merger on Acuren’s 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 Acuren Common Stock held by them following the consummation of the Merger. The Merger Agreement contains no restriction on their ability to sell such shares of Acuren Common Stock. These sales (or the perception that these sales may occur), coupled with the increase in the outstanding number of shares of Acuren Common Stock, may affect the market for, and the market price of, shares of Acuren Common Stock in an adverse manner.

Acuren’s indebtedness will increase upon completion of the Merger and may have the effect of heightening other risks of the combined company.

As of March 31, 2025, Acuren had approximately $771.1 million of indebtedness outstanding under its Credit Facility (as defined below) and had finance lease obligations outstanding of $27.5 million. In connection with the execution of the Merger Agreement, Acuren entered into the Debt Commitment Letter pursuant to which the Lenders have committed to provide Acuren with debt financing in an aggregate principal amount of $875.0 million (subject to conditions set forth in the Debt Commitment Letter) which such Debt Financing is expected to consist of an additional (i) $850.0 million senior secured incremental term facility and (ii) $25.0 million senior secured incremental revolving facility, under Acuren’s existing credit agreement.

Acuren’s increased indebtedness could have important consequences to holders of Acuren Common Stock, including:

•        increasing Acuren’s vulnerability to general adverse economic and industry conditions;

•        limiting Acuren’s ability to obtain additional financing to fund future working capital, capital expenditures and other general corporate requirements;

•        requiring the use of a substantial portion of Acuren’s cash flow from operations for the payment of principal and interest on its indebtedness, thereby reducing its ability to use its cash flow to fund working capital, acquisitions, capital expenditures and general corporate requirements; and

•        putting Acuren at a disadvantage compared to its competitors with less indebtedness.

The unaudited pro forma condensed consolidated combined financial statements and the unaudited prospective financial information prepared by Acuren and NV5 included in this joint proxy statement/prospectus are based on a number of preliminary estimates and assumptions and the actual results of operations, cash flows and financial position of the combined company after the Merger may differ materially.

The unaudited pro forma information and the unaudited prospective financial information in this joint proxy statement/prospectus is presented for illustrative purposes only, has been prepared based on available information and certain assumptions and estimates that Acuren and NV5 believe are reasonable, and is not necessarily indicative of what Acuren’s actual financial position or results of operations would have been had the pro forma events been completed on the dates indicated. Further, the combined company’s actual results and financial position after the pro forma events occur may differ materially and adversely from the unaudited pro forma information included in this joint proxy statement/prospectus. The unaudited pro forma condensed consolidated combined financial statements have been prepared with Acuren as the accounting acquirer under GAAP and reflect adjustments based upon preliminary estimates of the fair value of assets to be acquired and liabilities to be assumed.

The financial forecasts are based on various assumptions that may not be realized.

The financial estimates set forth in the forecasts included under the sections “The Merger — Certain Prospective Financial Information” were based on assumptions of, and information available to, Acuren management and NV5 management, as applicable, when prepared, and these estimates and assumptions are subject to uncertainties, many of which are beyond Acuren’s and NV5’s control and may not be realized. Many factors mentioned in this joint proxy statement/prospectus, including the risks outlined in this “Risk Factors” section and the events or circumstances described under “Cautionary Statement Regarding Forward-Looking Statements,” will be important in determining the combined company’s future results. As a result of these contingencies, actual future results may vary materially from Acuren’s and NV5’s estimates. In view of these uncertainties, the inclusion of financial estimates in this joint proxy statement/prospectus is not and should not be viewed as a representation that the forecasted results will necessarily reflect actual future results.

Acuren’s and NV5’s financial estimates were not prepared with a view toward public disclosure, and such financial estimates were not prepared with a view toward compliance with published guidelines of any regulatory or professional body. Further, any forward-looking statement speaks only as of the date on which it is made, and neither Acuren nor NV5 undertakes any obligation, other than as required by applicable law, to update the financial estimates herein to reflect events or circumstances after the date those financial estimates were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances.

The financial forecasts of Acuren and NV5 included in this joint proxy statement/prospectus have been prepared by, and are the responsibility of, Acuren and NV5, as applicable. Neither of the independent accountants of Acuren or NV5 or any other independent accountants, have audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying unaudited forecasted financial information and, accordingly, the independent accountants do not express an opinion or any other form of assurance with respect thereto and assume no responsibility for, and disclaim any association with, the unaudited forecasted financial information. The reports of such independent accountants included or incorporated by reference herein, as applicable, relate exclusively to the historical financial information of the entities named in those reports and do not cover any other information in this joint proxy statement/prospectus and should not be read to do so. See “The Merger — Certain Prospective Financial Information” for more information.

The potential synergies attributable to the Merger may vary from expectations.

Acuren may fail to realize the potential benefits and synergies from the Merger, which could adversely affect Acuren’s business, financial condition and operating results. The success of the Merger will depend, in significant part, on Acuren’s ability to successfully integrate the acquired business, grow the revenue of the combined company and realize the potential strategic benefits and synergies from the combination. However, achieving these goals requires, among other things, realization of the targeted cost synergies expected from the Merger. This growth and the 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 Acuren is not able to achieve these objectives and realize the anticipated benefits and synergies expected from the Merger within the anticipated timing or at all, Acuren’s business, financial condition and operating results may be adversely affected.

The Merger may result in a loss of customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners and may result in the termination of existing contracts.

Following the Merger, some of the customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners of Acuren or NV5 may terminate or scale back their current or prospective business relationships with the combined company. Some customers may not wish to source a larger percentage of their needs from a single company or may feel that the combined company is too closely allied with one of their competitors. In addition, Acuren and NV5 have contracts with customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners that may require Acuren or NV5 to obtain consents from these other parties in connection with the Merger, which may not be obtained on favorable terms or at all. If relationships with customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners are adversely affected by the Merger, or if the combined company, following the Merger, loses the benefits of the contracts of Acuren or NV5, the combined company’s business and financial performance could suffer.

The Acuren Certificate of Incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by Acuren stockholders, which could limit Acuren stockholders’ ability to obtain a favorable judicial forum for disputes with Acuren or its directors, officers or other employees.

The Acuren Certificate of Incorporation provides that, unless Acuren consents in writing to the selection of an alternative forum, and subject to applicable jurisdictional requirements, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Acuren, (a) any derivative action or proceeding brought by or on behalf of Acuren, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, stockholder or employee of Acuren to Acuren or Acuren’s stockholders, (c) any civil action to interpret, apply or enforce any provision of the DGCL, (d) any action asserting a claim, including a claim in the right of Acuren, as to which the DGCL confers jurisdiction upon the Court of Chancery of the State of Delaware, or (e) any action asserting a claim governed by the internal affairs doctrine.

Acuren’s exclusive forum provision is not intended to apply to claims arising under the Securities Act or the Exchange Act. To the extent the provision could be construed to apply to such claims, there is uncertainty as to whether a court would enforce the forum selection provision with respect to such claims, and in any event, the Acuren stockholders would not be deemed to have waived Acuren’s compliance with federal securities laws and the rules and regulations thereunder.

Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of Acuren is deemed to have received notice of and consented to the foregoing forum selection provision. This provision may limit Acuren stockholders’ ability to bring a claim in a judicial forum that they find favorable for disputes with Acuren or its directors, officers or other employees, which may discourage such lawsuits. Alternatively, if a court were to find this choice of forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, Acuren may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, financial condition, prospects or results of operations.

Other Risk Factors Relating to Acuren

As a result of entering into the Merger Agreement, Acuren’s business is and will be subject to the risks described above. In addition, Acuren is, and following completion of the Merger, will continue to be, subject to the risks described below and will also be subject to the risks below described in “Other Risk Factors Relating to NV5.” References to “we,” “us,” “our,” and the “Company” in this section entitled “Other Risk Factors Relating to Acuren” refer to Acuren Corporation.

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 and aerospace and automotive. As we have experienced in the past, and as we expect to occur in the future, downturns characterized by diminished demand

for services in these 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.

Demand for our services is partially related to global oil supply, existing oil and gas refining sites 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.

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.

We face strong competition from other asset integrity providers conducting NDT, RAT solutions and Engineering and Lab Testing. 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. These competitive factors could reduce our market share, revenues and profits.

Serious safety incidents, including fatalities and other serious injuries may result from use of RAT solutions.

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.

The success of our businesses depends, in part, on our ability to adopt new asset integrity 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 asset integrity 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 asset integrity solutions 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 and RAT 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 asset integrity solutions. Many traditional NDT and inspection 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 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.

If we are not able to implement commercially competitive services in a timely manner in response to changes in the market, client requirements, competitive pressures and technology trends, our business and results of operations could be materially and adversely affected.

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.

Our unionized workforce and related obligations could adversely affect our operations.

As of December 31, 2024, approximately 35% of our employees in Canada 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.

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.

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. 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 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.

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:

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

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

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

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

•        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 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 China, Canada and other countries and any retaliatory actions taken by such countries).

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.

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.

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.

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

Our customers operate 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.

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

We have entered into, and may continue to 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:

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

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

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

•        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;

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

•        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, primarily in Canada. 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.

Risks Related to Regulation

Our failure to comply with the requirements of the International Traffic and Arms Regulations (“ITAR”) 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 ITAR, which is administered by the U.S. Department of State. Some of our services are subject to the ITAR, and we are required to maintain ITAR compliant policies and procedures. If we fail to comply with the requirements of the ITAR, resulting in a loss of ITAR Registration, then some of our customers may choose a different supplier for NDT services.

Our failure to comply with the regulations of 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.

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.

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. NDT and RAT 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 of 2002 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 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.

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.

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 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.

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.

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.

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.

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 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 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

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.

As of March 31, 2025, we had approximately $771.1 million of indebtedness outstanding under our Credit Facility (as defined below) and we had finance lease obligations outstanding of $27.5 million. As of March 31, 2025, we had approximately $230.7 million of liquidity available, including cash and cash equivalents and available borrowing capacity under our $75.0 million revolving credit facility, subject to continued covenant compliance.

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

•        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;

•        credit rating agencies may view our debt level negatively;

•        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;

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

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

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

The $775.0 million term loan and $75.0 million revolving credit facility that we entered into on July 30, 2024 (together, 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:

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

•        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

•        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. 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 U.S. generally accepted accounting principles (“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.

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.

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.

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.

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 March 31, 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 the Company’s 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:

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

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

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

•        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.

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 will remain an emerging growth company until the earliest of (i) the last day of the fiscal year (a) in which we have total annual gross revenue of at least $1.235 billion or (b) in which we are deemed to be a large accelerated filer, which means the market value of our common stock held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides, however, 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.

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.

Risks Related to Ownership of our Securities

We may be required to issue additional shares of common stock pursuant to the terms of the Acuren Preferred Stock which would dilute the holdings of investors.

There are currently 1,000,000 shares of Acuren Preferred Stock outstanding. We may be required to issue additional shares of common stock pursuant to the terms of the Acuren Preferred Stock which would dilute the holdings of investors.

The Acuren 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 Acuren Preferred Stock) upon the earlier of (i) immediately following the Change of Control Dividend Date (as defined in our certificate of incorporation) 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 Acuren 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 (i) an acquisition of control by any person or party (or by any group of persons or parties who are acting in concert) whether by Merger, consolidation or otherwise or (ii) any sale, lease or exchange of all or substantially all of our property and assets, including its goodwill and its corporate franchises (a “Change of Control”), the holders of the Acuren Preferred Stock will be entitled to receive, in the aggregate, a one-time dividend, equal to the Change of Control Dividend Amount payable in common stock. The “Change of Control Dividend Amount” will be equal to the aggregate amount determined by adding together each Annual Dividend Amount that would have been payable for each Dividend Period (or part thereof) occurring during a Change of Control Dividend Period assuming, among other things, a Dividend Price for each Dividend Period (or part thereof) in the Change of Control Dividend Period equal to the Change of Control Price increasing by eight percent (8%) per annum (compounded annually) for each such Dividend Period (or part thereof).

The precise number of shares of common stock that may be required to be issued pursuant to the terms of the Acuren 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 Acuren Preferred Stock and assumes that there is no adjustment (pursuant to the constitute documents) to the rate at which the Acuren Preferred Stock convert into common stock.

The issuance of common stock pursuant to the terms of the Acuren 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 Acuren Preferred Stock.

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, 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 (the “Founder Entity”, and such individuals, the “Founders”), 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 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 conflict 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.

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 appreciation of the value of our common stock.

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 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, and for the foreseeable future, stockholders must rely on sales of their common stock after price appreciation as the only way to realize any future gains on their investment.

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 common stock and Acuren’s warrants (the “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 authorizes us to issue up to 5,000,000 shares of preferred stock, par value $0.0001 per share, of the Company. As of March 31, 2025, we had outstanding 1,000,000 shares of Acuren Preferred Stock. 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 the shares of common stock, shares of Acuren Preferred Stock and Warrants.

The 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 securities. The Board of Directors could, without stockholder approval, issue preferred stock with voting and other rights that could dilute the voting power of the holders of our common stock, and which could have certain anti-takeover effects.

We will be required to issue additional shares of common stock upon the exercise of the Warrants which may dilute your interests in the common stock.

The terms of the Warrants provide for the issuance of common stock upon any exercise of the Warrants. Each Warrant entitles the holder to one-fourth of a share of common stock at $11.50 per whole common stock (subject to adjustment in accordance with the terms and conditions of the Amended and Restated Warrant Instrument (the “Warrant Instrument”)). Based on the number of Warrants outstanding as of March 31, 2025, the maximum remaining number of shares of common stock that we may be required to issue pursuant to the terms of the Warrants, subject to adjustment in accordance with the terms and conditions of the Warrant Instrument, is 4,566,219. The exercise of the 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 exercise of the Warrants could have an adverse effect on the market price of the common stock.

There is no guarantee that the Warrants will be in the money at a time when they are exercisable, and they may expire worthless. In addition, the terms of the Warrants may be amended without the consent of all holders.

The exercise price for the Warrants is $11.50 per share (subject to adjustment in accordance with the terms of the Warrant Instrument and related agreements). There is no guarantee that the Warrants will be in the money, and as such, the Warrants may expire worthless.

In addition, the Warrant Instrument provides that we may amend the terms of the Warrants in a manner adverse to a holder if holders of at least 75% of the then outstanding Warrants approve of such amendment. Although our ability to amend the terms of the Warrants with the consent of holders of at least 75% of the then outstanding Warrants will be unlimited, examples of such amendments could include amendments to, among other things, increase the exercise price of the Warrants, shorten the exercise period or decrease the number of common stock purchasable upon exercise of a Warrant.

The Warrants may be mandatorily redeemed prior to their exercise at a time that is disadvantageous to holders, thereby making the Warrants worthless.

The Warrants are subject to mandatory redemption at $0.01 per Warrant if at any time the average price per share of common stock equals or exceeds $18.00 (subject to any prior adjustment in accordance with the terms and conditions set out in the Warrant) for a period of ten consecutive trading days.

Mandatory redemption of the outstanding Warrants could force holders of Warrants:

•        to exercise their Warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so;

•        to sell their Warrants at the then-current market price when they might otherwise wish to hold their Warrants; or

•        to accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than the market value of their Warrants.

There can be no assurance that we will be able to make returns for stockholders in a tax-efficient manner.

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

Other Risk Factors Relating to NV5

As a result of entering into the Merger Agreement, NV5’s business is and will be subject to the risks described above under “— Risk Factors Relating to the Merger.” In addition, NV5 is, and following completion of the Merger, Acuren will be, subject to the risks described in NV5’s most recent Annual Report on Form 10-K (as amended) as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” for the location of information incorporated by reference into this joint proxy statement/prospectus.

ACUREN SPECIAL MEETING

General

This joint proxy statement/prospectus is being provided to Acuren stockholders as part of a solicitation of proxies by the Acuren Board for use at the Acuren Special Meeting and at any adjournments or postponements of such special meeting. This joint proxy statement/prospectus provides Acuren stockholders with important information about the Acuren Special Meeting and should be read carefully in its entirety.

Date, Time and Place of the Acuren Special Meeting

Acuren Special Meeting will be held on [•], 2025 at [•]. The Acuren Special Meeting will be a virtual meeting conducted via live audio webcast, which you can attend by visiting [•]. You will not be able to attend the Acuren Special Meeting physically. You may participate, vote and examine Acuren’s stockholder list at the Acuren Special Meeting by visiting [•] and using the control number found on your proxy card or in the instructions that accompanied your proxy materials.

Purpose of the Acuren Special Meeting

The Acuren Special Meeting is being held to consider and vote on the following proposals:

Proposal 1 (Acuren Stock Issuance Proposal): to approve the issuance of shares of Acuren Common Stock to NV5 stockholders in connection with the transactions pursuant to the terms of the Merger Agreement in accordance with the applicable requirements of the New York Stock Exchange;

Proposal 2 (Director Election Proposal): to vote on a proposal to elect eight directors for a one-year term expiring at the 2026 annual meeting of stockholders;

Proposal 3 (Auditor Ratification Proposal): to vote on a proposal to ratify the appointment of PricewaterhouseCoopers LLP as Acuren’s independent registered public accounting firm for the fiscal year ending December 31, 2025;

Proposal 4 (ESPP Proposal): to vote on a proposal to approve the Acuren 2025 Employee Stock Purchase Plan; and

Proposal 5 (Acuren Adjournment Proposal): to vote on a proposal to approve any adjournment of the Acuren Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or otherwise in connection with, the approval of the Acuren Stock Issuance Proposal.

For the avoidance of doubt, the approval of the Director Election Proposal, Auditor Ratification Proposal, ESPP Proposal and the Acuren Adjournment Proposal by the holders of Acuren Common Stock and Acuren Preferred Stock is not a condition to the closing of the Merger or otherwise required to effectuate the Merger.

Recommendation of the Acuren Board

The Acuren Board unanimously recommends that Acuren stockholders vote:

Proposal 1 (Acuren Stock Issuance Proposal):    “FOR”;

Proposal 2 (Director Election Proposal):    “FOR” each director nominee;

Proposal 3 (Auditor Ratification Proposal):    “FOR”;

Proposal 4 (ESPP Proposal):    “FOR”; and

Proposal 5 (Acuren Adjournment Proposal):    “FOR”.

This joint proxy statement/prospectus contains important information regarding these proposals and factors that Acuren stockholders should consider when deciding how to cast their votes. Acuren stockholders are encouraged to read the entire document carefully, including the annexes attached to and documents incorporated by reference into this joint proxy statement/prospectus, for more detailed information regarding the Merger Agreement, including the Acuren Stock Issuance Proposal.

Voting by Directors and Executive Officers

On the Acuren Record Date, there were [•] shares of Acuren Common Stock and 1,000,000 shares of Acuren Preferred Stock outstanding. On the Acuren Record Date, Acuren directors and executive officers, and their affiliates, as a group, beneficially owned and were entitled to vote [•] shares of Acuren Common Stock, or approximately [•]% of the issued and outstanding shares of Acuren Common Stock. Although none of them has entered into any agreement obligating them to do so as a director or executive officer of Acuren, Acuren currently expects that all of its directors and executive officers will vote their shares “FOR” the Acuren Stock Issuance Proposal, “FOR” each of the director nominees, “FOR” the Auditor Ratification Proposal, “FOR” the ESPP Proposal, and “FOR” the Acuren Adjournment Proposal.

Acuren Voting Agreements

In connection with the execution of the Merger Agreement, on May 14, 2025, Mariposa Acquisition IX, LLC and certain entities managed by Viking Global Investors LP, stockholders of Acuren that collectively hold approximately 44.7% of Acuren Common Stock, entered into the Acuren Voting Agreements with respect to the voting of Acuren Common Stock and Acuren Preferred Stock.

Attendance at the Acuren Special Meeting

Only holders of record of Acuren Common Stock and Acuren Preferred Stock on the Acuren Record Date, beneficial owners of Acuren Common Stock and Acuren Preferred Stock on the Acuren Record Date, holders of valid proxies for the Acuren Special Meeting, and invited guests of Acuren may attend the Acuren Special Meeting, which will be held virtually.

Acuren stockholders will be able to attend, vote their shares, and submit questions during the Acuren Special Meeting via a live audio webcast available by visiting the following website: [•]. To join the Acuren Special Meeting, Acuren stockholders will need the control number included on their proxy card or on the instructions that accompanied their proxy materials. Acuren stockholders with shares held in the name of their brokers, banks or other nominees must bring an account statement or letter from the nominee indicating beneficial ownership on the Acuren Record Date. Cameras, recording devices, cell phones and other electronic devices may not be used during the special meeting. Acuren stockholders should allow ample time for check-in procedures.

Acuren Record Date

The Acuren Board has fixed the close of business on [•] as the Acuren Record Date for the determination of the Acuren stockholders entitled to receive notice of, and to vote at, the Acuren Special Meeting. The Acuren stockholders of record on the Acuren Record Date are the only Acuren stockholders that are entitled to receive notice of, and to vote at, the Acuren Special Meeting or any adjournments or postponements of the Acuren Special Meeting.

Outstanding Shares as of Acuren Record Date and Voting Rights of Acuren Stockholders

On the Acuren Record Date, there were [•] shares of Acuren Common Stock outstanding, held by [•] holders of record. Each outstanding share of Acuren Common Stock entitles its holder of record to one vote on each matter to be considered at the Acuren Special Meeting. Acuren stockholders are entitled to vote on each proposal presented. A complete list of registered Acuren stockholders entitled to vote at the Acuren Special Meeting will be available for inspection at Acuren’s principal executive offices at 14434 Medical Complex Drive, Suite 100, Tomball, Texas 77377, during ordinary business hours for a period of no less than ten days before the Acuren Special Meeting. The list of stockholders will also be available to stockholders during the Acuren Special Meeting through the link [•].

Quorum; Abstentions and Broker Non-Votes

In order for business to be conducted at the Acuren Special Meeting, a quorum must be present. A quorum at the Acuren Special Meeting constitutes the holders of a majority of the voting power of the outstanding shares of Acuren Common Stock and Acuren Preferred Stock entitled to vote at the meeting, present in person or represented by proxy. Abstentions and shares represented by broker non-votes will be considered present and entitled to vote at the Acuren Special Meeting for the purpose of determining the presence of a quorum, although Acuren does not expect to receive any broker non-votes on the Auditor Ratification Proposal because it is considered routine under the current applicable rules, and therefore banks, brokers or other nominees have discretionary authority to vote on the Auditor Ratification Proposal.

Adjournment

The Acuren Adjournment Proposal will be presented to the Acuren stockholders in the event that there are not sufficient votes at the time of the Acuren Special Meeting to approve the Acuren Stock Issuance Proposal or otherwise in accordance with the terms of the Merger Agreement. At any subsequent reconvening of the Acuren Special Meeting at which a quorum shall be present or represented, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Acuren Special Meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

Under the Merger Agreement, Acuren is required to adjourn or postpone the Acuren Special Meeting to the extent necessary to ensure that any legally required supplement or amendment to this joint proxy statement/prospectus is provided to the Acuren stockholders or if, as of the time the Acuren Special Meeting is scheduled, there are insufficient shares of Acuren Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Acuren Special Meeting. See the section entitled “The Merger Agreement — Efforts to Hold the Acuren and NV5 Special Meetings — Acuren Special Meeting.”

Vote Required

The votes required for each proposal are as follows:

Proposal 1 (Acuren Stock Issuance Proposal).    The affirmative vote of a majority of votes cast by the holders of the shares of Acuren Common Stock and Acuren Preferred Stock, voting together as a single class, present in person or represented by proxy is required to approve the Acuren Stock Issuance Proposal, provided a quorum is present. Accordingly, assuming a quorum is present, an Acuren stockholder’s failure to vote by proxy, or an abstention from voting, and a broker non-vote will have no effect on the Acuren Stock Issuance Proposal.

Proposal 2 (Director Election Proposal).    The affirmative vote of a majority of votes cast by the holders of the shares of Acuren Common Stock and Acuren Preferred Stock, voting together as a single class, present in person or represented by proxy is required to approve the Director Election Proposal. Accordingly, an Acuren stockholder’s failure to vote by proxy, or an abstention from voting, and a broker non-vote will have no effect on the Director Election Proposal.

Proposal 3 (Auditor Ratification Proposal).    The affirmative vote of a majority of votes cast by the holders of the shares of Acuren Common Stock and Acuren Preferred Stock, voting together as a single class, present in person or represented by proxy is required to approve the Auditor Ratification Proposal. The Auditor Ratification Proposal is considered a routine matter and brokers have the authority to vote shares for which their customers do not provide voting instructions on “routine” matters. An Acuren stockholder’s failure to vote by proxy, or an abstention from voting, and a broker non-vote will have no effect on the Auditor Ratification Proposal.

Proposal 4 (ESPP Proposal).    The affirmative vote of a majority of votes cast by the holders of the shares of Acuren Common Stock and Acuren Preferred Stock, voting together as a single class, present in person or represented by proxy is required to approve the ESPP Proposal. Accordingly, an Acuren stockholder’s failure to vote by proxy, or an abstention from voting, and a broker non-vote will have no effect on the ESPP Proposal.

Proposal 5 (Acuren Adjournment Proposal).    The affirmative vote of a majority of votes cast by the holders of the shares of Acuren Common Stock and Acuren Preferred Stock, voting together as a single class, present in person or represented by proxy is required to approve the Acuren Adjournment Proposal. Accordingly, an Acuren stockholder’s failure to vote by proxy, or an abstention from voting, and a broker non-vote will have no effect on the Acuren Adjournment Proposal.

The Merger cannot be completed without the approval of the Acuren Stock Issuance Proposal. The approval of the Director Election Proposal, Auditor Ratification Proposal, ESPP Proposal and the Acuren Adjournment Proposal is not a condition to the closing of the Merger or otherwise required to effectuate the Merger.

How to Vote

Acuren stockholders of record on the Acuren Record Date may have their shares of Acuren Common Stock voted by submitting a proxy by following the instructions provided on the enclosed proxy card. Acuren recommends that Acuren stockholders entitled to vote submit a proxy prior to the Acuren Special Meeting even if they plan to attend the Acuren Special Meeting.

Acuren stockholders as of the Acuren Record Date may vote by any of the three methods listed below.

 Internet.    Acuren stockholders may vote on the internet at [•]. This website also allows electronic proxy voting using smartphones, tablets and other web-connected mobile devices (additional charges may apply pursuant to the Acuren stockholders’ service provider plans). The Notice of Internet Availability contains instructions to access the proxy materials, as does the proxy card, if one is received by mail. By voting on the internet, Acuren stockholders can request electronic delivery of future proxy materials. Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. (Eastern Time) on [•], 2025.

 Telephone.    Acuren stockholders may vote by telephone by following the instructions on the Notice of Internet Availability to access the proxy materials, or on the proxy card, if one is received by mail. Easy-to-follow voice prompts facilitate voting and provide confirmations that votes have been properly recorded. Telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. (Eastern Time) on [•], 2025.

 Mail.    Acuren stockholders that received proxy cards by mail may vote by mail by completing, signing, dating and returning the proxy card in the pre-addressed, postage-paid envelope provided. If an Acuren stockholder votes by mail but the proxy card is returned unsigned, then such vote cannot be counted. If an Acuren stockholder votes by mail and the returned proxy card is signed, but there is no indication of how to vote, the proxy will be voted as recommended by the Acuren Board. If mailed, completed and signed proxy cards must be received by [•], 2025.

 Meeting.    Acuren stockholders of record who attend the Acuren Special Meeting online have the right to vote online at the Acuren Special Meeting. Acuren beneficial owners who wish to vote at the Acuren Special Meeting will need a legal proxy from their bank, broker, or other nominee authorizing them to vote those shares online at the Acuren Special Meeting.

The Acuren Board recommends that voting by using one of the first three methods discussed above. Using one of the first three methods discussed above to vote will not limit an Acuren stockholder’s right to vote at the Acuren Special Meeting if the Acuren stockholder later decides to attend Acuren Special Meeting online.

Acuren stockholders who hold their shares of Acuren Common Stock beneficially in “street name” and wish to submit a proxy must provide instructions to the bank, broker or other nominee that holds their shares of record as to how to vote their shares with respect to the Acuren Stock Issuance Proposal. Acuren stockholders who hold their shares of Acuren Common Stock beneficially and wish to vote at the Acuren Special Meeting must obtain proxies issued in their own names (known as a “legal proxy”).

Proxies and Revocation

Acuren stockholders may revoke a proxy before the voting polls are closed at the Acuren Special Meeting, by the following methods:

•        voting at a later time by internet or telephone until 11:59 p.m. (Eastern Time) on [•], 2025;

•        voting online at the Acuren Special Meeting;

•        delivering to the Acuren Corporate Secretary a proxy with a later date or a written revocation of the most recent proxy.

Acuren stockholders that hold their shares in street name (for example, shares held in the name of a bank, broker or other holder of record) and vote by proxy may later revoke such proxy by informing the holder of record in accordance with that entity’s procedures.

Solicitation of Proxies

Acuren will bear all costs of solicitation related to the Acuren Special Meeting. In addition to sending and making available these materials, some of Acuren’s directors, officers and other employees may solicit proxies by contacting Acuren stockholders via the internet, by mail, personal interview or telephone. None of Acuren’s officers or employees will receive any extra compensation for soliciting Acuren stockholders. Acuren may also request banking institutions, brokerage firms, custodians, nominees and fiduciaries to forward solicitation material to the beneficial owners of the common stock that those companies or persons hold of record, and Acuren will reimburse the forwarding expenses. In addition, Acuren has retained [•] to assist in soliciting proxies and have agreed to pay [•] a fee not to exceed $[•] plus out of pocket expenses. Acuren will bear all costs of solicitation.

No Dissenters’ or Appraisal Right

Under the DGCL, as well as the governing documents of Acuren, Acuren stockholders are not entitled to dissenters’ or appraisal rights in connection with the Acuren Stock Issuance as contemplated by the Merger Agreement.

Other Matters

At this time, Acuren knows of no other matters to be submitted at the Acuren Special Meeting.

Householding of Acuren Special Meeting Materials

One copy of this joint proxy statement/prospectus and notice will be sent to Acuren stockholders that share an address, unless they have notified Acuren that they want to continue receiving multiple packages. Each Acuren stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at a household and helps to reduce Acuren’s expenses. A copy will also be sent upon written or oral request to any Acuren stockholder of a shared address to which a single copy was delivered. If two or more Acuren stockholders with a shared address are currently receiving only one copy, then they may request to receive multiple packages in the future, or if an Acuren stockholder is currently receiving multiple packages, then the Acuren stockholder may request to receive a single copy in the future. Such requests may be made by writing to Investor Relations, Acuren Corporation, 14434 Medical Complex Drive, Suite 100, Tomball, Texas 77377 or by calling (800) 218-7450.

Communication with Acuren’s Board

Any stockholder or other interested party who desires to contact any member of the Acuren Board (or the Acuren Board as a group) may do so in writing to the following address:

Co-Chairmen of the Board
Acuren Corporation
c/o Corporate Secretary
14434 Medical Complex Drive, Suite 100
Tomball, TX 77377
United States

The Acuren Board has directed its Corporate Secretary to forward stockholder communications to its Chairmen and any other director to whom the communications are directed. In order to facilitate an efficient and reliable means for directors to receive all legitimate communications directed to them regarding Acuren’s governance or operations, its Corporate Secretary will use his or her discretion to refrain from forwarding any correspondence unrelated to the Acuren Board’s corporate governance and oversight responsibilities.

Questions and Additional Information

Acuren stockholders may contact Acuren’s proxy solicitor with any questions about the Acuren Stock Issuance Proposal or how to vote or to request additional copies of any materials at:

Acuren Corporation
[•]
Email: [•]

ACUREN PROPOSAL 1 — ACUREN STOCK ISSUANCE PROPOSAL

This joint proxy statement/prospectus is being furnished to you as a stockholder of Acuren as part of the solicitation of proxies by the Acuren Board for use at the Acuren Special Meeting to consider and vote upon a proposal to approve the issuance of shares of Acuren Common Stock to NV5 stockholders in connection with the transactions pursuant to the terms of the Merger Agreement, which is attached as Annex A to this joint proxy statement/prospectus. Under the rules of the NYSE, a company listed on the NYSE is required to obtain stockholder approval prior to the issuance of common stock in any transaction or series of related transactions if the number of shares of common stock to be issued is equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the common stock. If the Merger is completed, Acuren will issue approximately [•] shares of Acuren Common Stock in connection with the Merger, which will exceed 20% of the shares of Acuren Common Stock outstanding before such issuance, and for this reason, Acuren must obtain the approval of Acuren stockholders for the issuance of shares of Acuren Common Stock in connection with the Merger.

In the event the Acuren Stock Issuance Proposal is approved by the Acuren stockholders, but the Merger Agreement is terminated (without the Merger being completed) pursuant to the Merger Agreement and the Merger is not consummated, Acuren will not issue any shares of Acuren Common Stock as a result of the approval of the Acuren Stock Issuance Proposal.

The Acuren Board has unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Acuren Stock Issuance, are fair to, and in the best interests of, Acuren and the Acuren stockholders and approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Acuren Stock Issuance.

The Acuren Board accordingly unanimously recommends that Acuren stockholders vote “FOR” the Acuren Stock Issuance Proposal pursuant to the Merger Agreement, as disclosed in this joint proxy statement/prospectus, particularly the related narrative disclosures in “The Merger” and “The Merger Agreement” and as attached as Annex A to this joint proxy statement/prospectus. The Merger cannot be completed without the approval of the Acuren Stock Issuance Proposal.

Assuming a quorum is present at the Acuren Special Meeting, the affirmative vote of a majority of votes cast by the holders of the shares of Acuren Common Stock and Acuren Preferred Stock, voting together as a single class, present in person or represented by proxy is required to approve the Acuren Stock Issuance Proposal. Accordingly, an Acuren stockholder’s failure to vote by proxy, or an abstention from voting, and a broker non-vote will have no effect on the Acuren Stock Issuance Proposal.

IF YOU ARE AN ACUREN STOCKHOLDER,
THE ACUREN BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” THE ACUREN STOCK ISSUANCE PROPOSAL

ACUREN PROPOSAL 2 — DIRECTOR ELECTION PROPOSAL

Under Acuren’s Bylaws, directors are elected for a one-year term expiring at the next annual meeting of stockholders. Upon the recommendation of Acuren’s Nominating and Corporate Governance Committee, the Acuren Board has nominated Sir Martin E. Franklin, Robert A. E. Franklin, Antoinette C. Bush, Rory Cullinan, Elizabeth Meloy Hepding, Peter Hochfelder, James E. Lillie, and Talman Pizzey for re-election, each for a one-year term that will expire at the 2026 Annual Meeting of Stockholders. Each of Acuren’s directors consented to serve if elected. If the Merger is consummated, the Acuren Board will increase the size of the Acuren Board to eleven and appoint the NV5 Designees. As such, Acuren stockholders are not being asked to vote on the NV5 Designees at the Acuren Special Meeting. The NV5 Designees will be presented for election at the 2026 Annual Meeting of Stockholders (assuming that the Merger is consummated).

Acuren Bylaws provide that directors are elected by a majority of the votes cast with respect to the nominee for election to the Board of Directors at any meeting of stockholders at which directors are to be elected and a quorum is present, except in the case of a contested election. As set forth in Acuren Bylaws, “a majority of the votes cast” means that the number of shares voted “for” a nominee for election to the Board of Directors exceeds the votes cast “against” such nominee and shall not include abstentions. In the event of a contested election, in accordance with Acuren’s Bylaws, directors are elected by a plurality of the votes cast.

Acuren believes that each of its directors possess the experience, skills and qualities to fully perform his or her duties as a director and contribute to Acuren’s success. Acuren’s directors were nominated because Acuren believes each is of high ethical character, highly accomplished in his or her field with superior credentials and recognition, has a reputation, both personal and professional, that is consistent with Acuren’s image and reputation, has the ability to exercise sound business judgment, and is able to dedicate sufficient time to fulfilling his or her obligations as a director. Acuren’s directors as a group complement each other and each of their respective experiences, skills and qualities so that collectively the Acuren Board operates in an effective, collegial and responsive manner. Each director’s principal occupation and other pertinent information about particular experience, qualifications, attributes and skills that led the Acuren Board to conclude that such person should serve as a director, appears on the following pages.

IF YOU ARE AN ACuren STOCKHOLDER,
THE acuren BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” each of the director nominees presented in this joint proxy statement/PROSPECTUS

ACUREN PROPOSAL 3 — AUDITOR RATIFICATION PROPOSAL

The Audit Committee of the Board has appointed PricewaterhouseCoopers LLP (“PwC”) to continue to serve as Acuren’s independent registered public accounting firm for the 2025 fiscal year. PwC has been Acuren’s independent registered public accounting firm since 2024.

In the event Acuren stockholders do not ratify the appointment of PwC, such appointment may be reconsidered by the Audit Committee. Ratification of the appointment of PwC to serve as Acuren’s independent registered public accounting firm for the 2025 fiscal year will in no way limit the Audit Committee’s authority to terminate or otherwise change the engagement of PwC for the 2025 fiscal year. Acuren expects representatives of PwC to attend the Acuren Special Meeting, where they will have an opportunity to make a statement, if they so desire, and will also be available to respond to appropriate questions.

Change in Acuren’s Certifying Accountant

(a)    Previous independent registered public accounting firm

(i)     On July 30, 2024, Acuren dismissed Grant Thornton UK LLP as its independent registered accounting firm in connection with the Acuren Acquisition. Such dismissal became effective upon completion by Grant Thornton UK LLP of its audit of the financial statements of Acuren Corporation as of and for the year ended December 31, 2023. The Acuren Board and Audit Committee participated in and approved the decision to change its independent registered accounting firm.

(ii)    The report of Grant Thornton UK LLP on the financial statements for the period from January 1, 2023 to December 31, 2023 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principle.

(iii)   During the period from December 15, 2022 (inception) to December 31, 2023 and the subsequent interim period through the dismissal date, there have been no disagreements with Grant Thornton UK LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Grant Thornton UK LLP would have caused them to make reference thereto in their reports on the financial statements for such years.

(iv)   During the period from December 15, 2022 (inception) to December 31, 2023 and the subsequent interim period through the dismissal date, there have been no reportable events (as defined in Regulation S-K 304(a)(1)(v)).

(v)    Acuren requested that Grant Thornton UK LLP furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter, dated November 4, 2024, is filed as Exhibit 16.1 to our registration statement on Form S-4 filed with the SEC on December 12, 2024.

(b)    New independent registered public accounting firm

(i)     Acuren approved PwC as its new independent registered public accounting firm on November 4, 2024. During the period from December 15, 2022 (inception) to December 31, 2023 and the subsequent interim period through November 4, 2024, Acuren had not consulted with PwC regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on its financial statements, and neither a written report or oral advice was provided to Acuren that PwC concluded was an important factor considered by it in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Regulation S-K 304(a)(1)(iv) and the related instructions to Regulation S-K 304, or a reportable event, as that term is defined in Regulation S-K 304(a)(1)(v).

Fees Billed to Acuren by its Independent Registered Public Accounting Firms

The following table presents fees billed for audit and other services rendered by Grant Thornton UK LLP in 2023 and 2024 and PwC in 2024:

____________

(1)      Audit fees were for professional services associated with the filing of Acuren’s Registration Statement on Form S-4 in connection with its domestication and registration in the U.S., including the audit of the financial statements included in such Registration Statement on Form S-4 and the audit of the 2024 financial statements. With respect to Grant Thornton, the audit fees were paid for by Acuren prior to the acquisition of ASP Acuren Holdings, Inc. (“ASP Acuren”) on July 30, 2024 (the “Acuren Acquisition”), in connection with the audit of its financial statements.

(2)      With respect to Grant Thornton, audit-related fees were for professional services provided in connection with acquisition related activities and the transition to PwC as Acuren’s independent registered public accounting firm.

(3)      Tax fees were for professional services rendered for tax compliance.

Pre-Approval Policies and Procedures for Audit and Permitted Non-Audit Services

The Acuren Audit Committee Charter requires that the Acuren Audit Committee preapprove all auditing services and permitted non-audit services to be performed by Acuren’s independent auditor, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act, which are approved by the Audit Committee prior to the completion of the audit. Either the Chair of the Acuren Audit Committee acting alone, or the other two members acting jointly, may grant preapprovals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant preapprovals will be presented to the full Audit Committee or the Board at its next scheduled meeting.

Consistent with these policies and procedures, the Audit Committee has approved all of the services rendered by each of PwC and Grant Thornton during fiscal year 2024, as described above.

IF YOU ARE AN ACuren STOCKHOLDER,
THE acuren BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” the auditor ratification proposal

Audit Committee Report

The Acuren Audit Committee oversees the accounting and financial reporting processes of Acuren on behalf of the Acuren Board. Acuren’s leadership team has primary responsibility for Acuren’s financial statements, financial reporting process and internal controls over financial reporting. The independent auditors are responsible for performing an independent audit of Acuren’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and evaluating the effectiveness of internal controls and issuing reports thereon. The Acuren Audit Committee’s responsibility is to select the independent auditors and monitor and oversee the accounting and financial reporting processes of Acuren, including Acuren’s internal controls over financial reporting and the audits of the financial statements of Acuren.

During 2024 and the first quarter of 2025, the Acuren Audit Committee regularly met and held discussions with Acuren’s leadership team and the independent auditors. In the discussions related to Acuren’s financial statements for fiscal year 2024, Acuren’s leadership team represented to the Acuren Audit Committee that such financial statements were prepared in accordance with U.S. generally accepted accounting principles. The Acuren Audit Committee reviewed and discussed with Acuren’s management and the independent auditors the audited financial statements for fiscal year 2024 and leadership’s evaluation of the effectiveness of the design and operation of disclosure controls and procedures.

In fulfilling its responsibilities, the Acuren Audit Committee discussed with the independent auditors those matters required to be discussed by the auditors with the Acuren Audit Committee under the applicable rules adopted by the PCAOB and the SEC. In addition, the Acuren Audit Committee received from the independent auditors the written disclosures and letter required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the Acuren Audit Committee concerning independence, and the Acuren Audit Committee discussed with the independent auditors that firm’s independence. In connection with this discussion, the Acuren Audit Committee also considered also whether the provision of services by the independent auditors not related to the audit of Acuren’s financial statements for fiscal year 2024 was compatible with maintaining the independent auditors’ independence. The Acuren Audit Committee’s policy requires that the Acuren Audit Committee approve any audit or permitted non-audit service proposed to be performed by its independent auditors in advance of the performance of such service.

Based upon the Acuren Audit Committee’s discussions with management and the independent auditors and the Acuren Audit Committee’s review of the representations of Acuren’s management team and the written disclosures and letter of the independent auditors provided to the Acuren Audit Committee, the Acuren Audit Committee recommended to the Acuren Board that the audited financial statements for the year ended December 31, 2024 be included in Acuren’s Annual Report on Form 10-K filed with the SEC on March 27, 2025.

See the portion of this joint proxy statement/prospectus titled “Acuren’s Management and Corporate Governance — Corporate Governance — Audit Committee” for information on the Acuren Audit Committee’s meetings in 2024.

The Acuren Audit Committee

Rory Cullinan, Chair

Elizabeth Meloy Hepding

Peter A. Hochfelder

ACUREN PROPOSAL 4 — ESPP PROPOSAL

Acuren is seeking stockholder approval of the Acuren Corporation 2025 Employee Stock Purchase Plan (the “ESPP”). The Acuren Board approved the ESPP on March 24, 2025, to be effective as of December 1, 2025 (the “Effective Date”), subject to approval by the Acuren stockholders no later than the one (1) year anniversary of March 24, 2025. If Acuren stockholder approval is not obtained, then the ESPP and any grants made thereunder will immediately terminate and be null and void.

A copy of the ESPP is attached hereto as Annex G and is hereby incorporated into this joint proxy statement/prospectus by reference. The following summary of key provisions of the ESPP, as well as the other summaries and descriptions relating to the ESPP contained elsewhere in this Proposal 4, are each qualified in their entirety by reference to the full text of the ESPP. Any capitalized terms used in this summary, but not defined have the meanings ascribed to them in the ESPP, unless otherwise expressly stated.

Purpose of the ESPP.    The purpose of the ESPP is (i) to provide eligible employees of Acuren and Participating Companies who wish to become stockholders in Acuren a convenient method of doing so, (ii) to encourage employees to work in the best interests of stockholders of Acuren, (iii) to support recruitment and retention of qualified employees, and (iv) to provide employees an advantageous means of accumulating long-term investments. Acuren believes that employee participation in the ownership of the business will be to the mutual benefit of both the employees and Acuren.

Structure of the ESPP.    The ESPP includes a sub-plan (the “Statutory Plan”) designed to permit offerings of grants to employees of Acuren and certain designated subsidiaries where such offerings are intended to satisfy the requirements of Section 423 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) (although Acuren makes no undertaking nor representation to obtain or maintain qualification under Section 423 of the Code for any subsidiary, individual, offering or grant) and also separate sub-plans (the “Non-Statutory Plans”) which permit offerings of grants to employees of certain designated subsidiaries and affiliates which are not intended to satisfy the requirements of Section 423 of the Code. The administrator of the ESPP is authorized to make changes to the features of the ESPP with respect to any Non-Statutory Plan as may be necessary or appropriate to achieve a desired tax treatment in any foreign jurisdiction or to comply with the laws applicable to any subsidiary or affiliate. Therefore, the following is a summary of the principal features of the Statutory Plan and all references to the “ESPP” hereinafter will only refer to the Statutory Plan. This summary does not purport to be a complete description of all of the provisions of the ESPP and is qualified in its entirety by reference to the full text of the ESPP.

ESPP Terms.    The ESPP permits employees of Acuren, any wholly-owned subsidiary and other designated subsidiaries, which Acuren refers to each as a “Participating Company,” to purchase Acuren Common Stock at a discount equal to 85% of the lesser of (i) the market value of the shares on the first day of such offering period (the “offering date”) and (ii) the market value of the shares on the last day of such offering (the “purchase date”), subject to limits set by the Code and the ESPP (the “purchase price”). Sales of shares of Acuren Common Stock under the ESPP are generally made pursuant to offerings that are intended to satisfy the requirements of Section 423 of the Code.

Administration.    The ESPP is administered by the Compensation Committee of the Acuren Board and the Acuren Compensation Committee may delegate any or all of its authority under the ESPP to such senior officer(s) of Acuren as it may designate, to the extent not prohibited by law or rules of the Code and/or NYSE. Subject to the provisions of the ESPP, the administrator of the ESPP has full authority and discretion to adopt, administer and interpret such rules and regulations as it deems necessary to administer the ESPP, and its decisions are final and binding upon all participants. In all cases, the ESPP is required to be administered in such a manner so as to comply with applicable requirements of Rule 16b-3 of the Exchange Act and Section 423 of the Code.

Eligibility and Participation.    The ESPP allows any employee of a Participating Company (as defined in the ESPP) who (i) is in the employ of a Participating Company as of the first offering date to participate as of such first offering date and on each offering date thereafter so long as the employee continues to be employed with a Participating Company through and on such applicable offering date; provided, however, that with respect to any offering under the ESPP, the Acuren Board may determine to exclude from eligibility any employee of Acuren that

is permitted to be excluded from eligibility under Section 423 of the Code provided that such determination is made prior to the offering date to which such exclusion relates and (ii) do not, immediately after the option is granted, own stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of Acuren or of a “parent corporation” or “subsidiary corporation” within the meaning of Sections 423(b)(3) and 424(d) of the Code, to participate in the ESPP. Notwithstanding the foregoing, employees of a Participating Company who are citizens or residents of a foreign jurisdiction (without regard to whether they are also citizens of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) shall not be eligible to participate in the ESPP if: (i) the grant of an option under the ESPP to such employee is prohibited under the laws of such jurisdiction; or (ii) compliance with the laws of such foreign jurisdiction would cause the ESPP to violate the requirements of Section 423 of the Code.

As of the date hereof, Acuren estimates that up to approximately [•] persons will be eligible to participate in the ESPP. The ESPP provides that for any offering thereunder the Acuren Board may determine to exclude from eligibility under Section 423 of the Code the following categories of eligible employees: (i) employees employed less than two years, (ii) employees whose customary employment is twenty (20) hours or less per week, (iii) employees whose customary employment is for less than five (5) months in a calendar year and (iv) “highly compensated” employees (as defined in Section 414(q) of the Code). As of the date hereof, the Acuren Board has not determined to exclude any such employees for any offering thereunder.

Shares Available for Issuance.    6,500,000 shares of Acuren Common Stock will be reserved for issuance under the ESPP, subject to certain adjustments as described below in the “Adjustments upon Changes in Capitalization” section.

Offerings.    The ESPP provides for separate consecutive six (6) month offerings, commencing on June 1 and December 1 of each year, with the initial offering period commencing December 1, 2025 and ending May 31, 2026. Notwithstanding the foregoing, the administrator of the ESPP may establish (i) an earlier or later commencement date of the initial offering period on any date following the date on which the stockholders of Acuren approve the ESPP, (ii) a different term for one or more future offerings and (iii) different commencing and ending dates for such offerings; provided, however, that in no event shall any offering exceed 27 months. In the event the first or the last day of an offering is not a regular business day, then the first day of the offering shall be deemed to be the next regular business day and the last day of the offering shall be deemed to be the last preceding regular business day.

Payroll Deductions, Purchase Price, and Shares Purchased.    An employee must authorize a payroll deduction before the start of an offering in order to participate in that offering. ESPP participants may authorize payroll deductions of at least $60 but shall not exceed the lessor of (i) $10,000 or (ii) 10% of the participant’s base compensation for such calendar year, to be applied toward the purchase of shares of Acuren Common Stock. A participant may elect, at any time during an offering, to increase or decrease the amount to be withheld from his or her compensation under the ESPP, or discontinue payroll contributions, in each case, by completing and filing an amended enrollment agreement with us authorizing the increase, decrease or cessation of payroll deductions. An amended enrollment agreement shall remain in effect until the participant changes such enrollment agreement in accordance with the terms of the ESPP. The administrator of the ESPP may, from time to time, establish (x) limitations on the frequency and/or number of any permitted changes in the amount withheld during an offering, (y) payroll withholding in excess of the amount designated by a participant in order to adjust for delays or mistakes in Acuren’s processing of properly completed withholding elections, and (z) such other limitations or procedures as deemed advisable by the administrator of the ESPP in its sole discretion that are consistent with the ESPP and in accordance with the requirements of Code Section 423.

On the last business day of the offering, the employee will be deemed to have exercised the option to purchase as many shares as the employee’s aggregated payroll deductions during such offering will allow at the purchase price, up to 500 shares in any single offering. As stated above, the purchase price is equal to eighty-five percent (85%) of the lesser of (i) the market value of the shares on the offering date of such offering and (ii) the market value of the shares on the purchase date of such offering. No employee will be permitted to purchase any shares under the ESPP (i) if such employee, immediately after such purchase, owns shares possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of Acuren or its parent or subsidiary corporations or

(ii) to the extent that his or her rights to purchase stock under all of Acuren’s employee stock purchase plans accrues at a rate which exceeds $25,000 worth of stock (determined at the fair market value of the shares at the time such purchase right is granted) for each calendar year in which the purchase right is outstanding.

Withdrawal and Termination of Employment.    An employee may withdraw from an offering, in whole but not in part, at any time during the offering for which such withdrawal is to be effective, or by any other date specified by the administrator of the ESPP for a future offering. Upon withdrawal, the payroll deductions credited to the employee’s account will be returned to him or her and such employee’s option will automatically terminate. An employee who has withdrawn from participation in an offering may not participate again in that same offering. In order to participate in a subsequent offering, the participant must re-enroll in the ESPP in accordance with the ESPP’s enrollment procedures. Upon termination of employment for any reason, the employee’s participation in the ESPP will immediately terminate and the payroll deductions credited to the employee’s account will be returned to him or her and such employee’s option will automatically terminate.

Transferability.    No participant is permitted to sell, assign, transfer, pledge, encumber or otherwise dispose of either the payroll deductions credited to his or her account or an option or any rights granted under the ESPP other than by will or the laws of descent and distribution. During the participant’s lifetime, only the participant can make decisions regarding the participation in or withdrawal from an offering under the ESPP.

Adjustments upon Changes in Capitalization.    In the event of any change in the structure of Acuren Common Stock, such as a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation offerings of rights, or other similar event, the administrator of the ESPP shall make an appropriate adjustment in the number, kind, and price of shares available for purchase under the ESPP, and in the number of shares an employee is entitled to purchase including, without limitation, closing an offering early and permitting purchase on the last business day of the reduced offering period, or terminating an offering and refunding participants’ account balances.

Amendment and Termination of the ESPP.    The Acuren Compensation Committee may amend the ESPP in such respects as it shall deem advisable; provided, however, that (i) to the extent required for compliance with Code Section 423 or any applicable law or regulation, stockholder approval will be required for any amendment that will (a) increase the total number of shares as to which options may be granted under the ESPP, except as provided above in the event of any change in the structure of Acuren’s Common Stock, (b) modify the class of employees eligible to receive options, or (c) otherwise require stockholder approval under any applicable law or regulation ((a), (b) and (c) being collectively referred to as the “Specified Amendments”); (ii) the approval by the Acuren Board, which may not be delegated to the Acuren Compensation Committee, will be required for the approval of any of the Specified Amendments; and (iii) except as provided above, no amendment to the ESPP shall make any change in any option previously granted which adversely affects the rights of any participant.

The ESPP will continue in effect for ten years from its effective date. Notwithstanding the foregoing, the Acuren Board may at any time and for any reason suspend or terminate the ESPP. During any period of suspension or upon termination of the ESPP, no options shall be granted.

Except as provided above in the event of any change in the structure of Acuren Common Stock, no such termination of the ESPP may affect options previously granted, provided that the ESPP or an offering may be terminated by the Acuren Board on a purchase date or by the Acuren Board’s setting a new purchase date with respect to an offering then in progress if the Acuren Board determines that termination of the ESPP and/or the offering is in the best interests of Acuren and its stockholders or if continuation of the ESPP and/or the offering would cause Acuren to incur adverse accounting charges as a result of a change after the effective date of the ESPP in the generally accepted accounting rules applicable to the ESPP.

Change of Control, Dissolution or Liquidation of Acuren.    In the event of a change of control (as defined in the ESPP) of Acuren, each outstanding option shall be assumed or an equivalent option substituted by the successor company or parent thereof (the “Successor Company”). In the event that the Successor Company refuses to assume or substitute for the option, any offering then in progress shall be shortened by setting a new

purchase date which will be a specified date before the date of the change of control. The administrator of the ESPP will notify each participant in writing, prior to the new purchase date, that the purchase date for the participant’s option has been changed to the new purchase date and that the participant’s option shall be exercised automatically on the new purchase date, unless prior to such date the participant has withdrawn from an offering then in progress or the ESPP.

In the event of the proposed dissolution or liquidation of Acuren, unless otherwise determined by the Acuren Board, the offering then in progress shall be shortened by setting a new purchase date and will terminate immediately prior to the consummation of such proposed dissolution or liquidation. The new purchase date will be a specified date before the date of Acuren’s proposed dissolution or liquidation. The administrator of the ESPP will notify each participant in writing, prior to the new purchase date, that the purchase date for the participant’s option has been changed to the new purchase date and that the participant’s option shall be exercised automatically on the new purchase date, unless prior to such date the participant has withdrawn from an offering then in progress or the ESPP.

Federal Income Tax Consequences.    The following discussion is a summary of the general U.S. federal income tax rules applicable to purchases of shares of Acuren Common Stock offered by Acuren and certain of its designated subsidiaries under the ESPP offerings that are intended to comply with Section 423 of the Code. Employees should consult their own tax advisors since a taxpayer’s particular situation may be such that some variation of the rules described below will apply.

The ESPP and the right of participants to make purchases under it are intended to qualify under the provisions of Code Sections 421 and 423. Under those provisions, no income will be taxable to a participant at the time of grant of the option or purchase of shares. However, a participant may become liable for tax upon dispositions of shares acquired under the ESPP, and the tax consequences will depend on how long a participant has held the shares prior to disposition. If the shares are disposed of (i) more than two years after the date of the beginning of the offering period and (ii) more than one year after the stock is purchased in accordance with the ESPP (or if the employee dies while holding the shares), the following tax consequences will apply: the lesser of (i) the excess of fair market value of the shares at the time of such disposition over the original purchase price of the shares (the “option price”), or (ii) the excess of the fair market value of the shares at the time the option was granted over the option price (which option price will be computed as of the offering date) will be taxed as ordinary income to the participant. Any further gain upon disposition of the shares generally will be taxed at long-term capital gain rates: If the shares are sold and the sales price is less than the option price, there is no ordinary income and the participant has a long-term capital loss equal to the difference. If an employee holds the shares for the holding periods described above, no deduction in respect of the disposition of such shares will be allowed to Acuren.

If the shares are sold or disposed of (including by way of gift) before the expiration of either the two year or the one year holding periods described above, the following tax consequences will apply: the amount by which the fair market value of the shares on the original purchase date exceeded the original purchase price the participant paid for the shares under the ESPP will be taxed as ordinary income to the participant in the year of such sale or other disposition even if no gain is realized on the sale or a gratuitous transfer of the shares is made. The balance of any gain will be taxed as capital gain and will qualify for long-term capital gain treatment if the shares have been held for more than one year following the original purchase of the shares under the ESPP. In the event of an early disposition as described in this paragraph, Acuren will be allowed a deduction for federal income tax purposes equal to the ordinary income realized by the disposing employee. Currently, Acuren is not required to withhold employment or income taxes upon the exercise of options under plans qualifying under Code Sections 421 and 423.

New Plan Benefits.    The amounts of future purchases under the ESPP are not determinable because participation is voluntary, participation levels depend on each participant’s elections and the restrictions of Code Section 423 and the ESPP, and the per-share purchase price depends on the future value of Acuren Common Stock.

Equity Compensation Plan Information

The following table provides information about Acuren’s equity compensation plans under which Acuren’s equity securities are authorized for issuance as of December 31, 2024.

____________

(1)      Represents stock options previously issued in connection with its initial public offering to Acuren’s then non-founder directors.

(2)      Included in the total number of securities in column (a) is restricted stock units, which have no exercise price. The weighted average exercise price of outstanding options, Warrants and rights (excluding restricted stock units) is $11.50.

Descriptions of Acuren’s equity compensation plans can be found in “Note 17. Share-Based Compensation” to the notes to Acuren’s financial statements for the year ended December 31, 2024. See the sections of this joint proxy statement/prospectus titled “Acuren Executive Officer Compensation — Outstanding Equity Awards at Fiscal 2024 Year End” and “Acuren’s Management and Corporate Governance — Director Compensation” for a description of the terms of the equity awards.

IF YOU ARE AN ACuren STOCKHOLDER,
THE acuren BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” the espp proposal

ACUREN PROPOSAL 5 — ACUREN ADJOURNMENT PROPOSAL

Overview

The Acuren Adjournment Proposal, if necessary or appropriate, will allow the Acuren Board to adjourn the Acuren Special Meeting to a later date or dates (i) to solicit additional proxies if there are insufficient shares of Acuren Common Stock represented (either in person or by proxy) and voting to obtain the Acuren Stockholder Approval or to constitute a quorum necessary to conduct the business of the Acuren Special Meeting, (ii) to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Acuren stockholders, or (iii) to comply with applicable law.

The Acuren Adjournment Proposal will only be presented to Acuren stockholders in the event that, based on the tabulated votes, there are not sufficient votes at the time of the Acuren Special Meeting to approve the Acuren Stock Issuance Proposal. In no event will the Acuren Board adjourn the Acuren Special Meeting beyond the date by which it may properly do so under Acuren’s Certificate of Incorporation and Delaware law.

Consequences if the Acuren Adjournment Proposal is Not Approved

If the Acuren Adjournment Proposal is not approved by Acuren’s stockholders, the Acuren Board may not be able to adjourn the Acuren Special Meeting to a later date (i) if, based on the tabulated votes, there are not sufficient votes at the time of the Acuren Special Meeting to approve the Acuren Stock Issuance Proposal, (ii) to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Acuren stockholders, or (iii) to comply with applicable law.

Vote Required for Approval

Assuming a quorum is present, the affirmative vote of a majority of votes cast by the holders of the shares of Acuren Common Stock and Acuren Preferred Stock, voting together as a single class, present in person or represented by proxy is required to approve the Acuren Adjournment Proposal. Accordingly, an Acuren stockholder’s failure to vote by proxy, or an abstention from voting, and a broker non-vote will have no effect on the Acuren Adjournment Proposal.

Approval of the Acuren Adjournment Proposal is not conditioned upon the approval of any of the other proposals.

IF YOU ARE AN ACuren STOCKHOLDER,
THE acuren BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” the acuren adjournment proposal

NV5 SPECIAL MEETING

General

This joint proxy statement/prospectus is being provided to NV5 stockholders as part of a solicitation of proxies by the NV5 Board for use at the NV5 Special Meeting and at any adjournments or postponements of such special meeting. This joint proxy statement/prospectus provides NV5 stockholders with important information about the NV5 Special Meeting and should be read carefully in its entirety.

Date, Time and Place of the NV5 Special Meeting

The NV5 Special Meeting will be held on [•] at [•]. The NV5 Special Meeting will be a virtual meeting conducted via live audio webcast, which you can attend by visiting [•].

Purposes of the NV5 Special Meeting

The NV5 Special Meeting is being held to consider and vote on the following proposals:

Proposal 1 (NV5 Merger Proposal): to approve and adopt (i) that certain Agreement and Plan of Merger with Acuren Corporation “Acuren”), Ryder Merger Sub I, Inc., a direct wholly owned subsidiary of Acuren (“Merger Sub I”), Ryder Merger Sub II, Inc., a direct wholly owned subsidiary of Acuren (“Merger Sub II”) pursuant to which Merger Sub I will be merged with and into NV5 (the “First Merger”) with NV5 surviving (the “Initial Surviving Corporation”), immediately following which Initial Surviving Corporation will be merged with and into Merger Sub II (the “Second Merger” and collectively with the First Merger, the “Merger”), with Merger Sub II surviving (the “Final Surviving Corporation”) and (ii) the transactions contemplated thereby, including the Merger;

Proposal 2 (NV5 Merger Compensation Proposal): to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to NV5’s named executive officers that is based on or otherwise relates to the Merger, discussed under the heading “The Merger — Interests of NV5’s Executive Officers and Non-Employee Directors in the Merger”; and

Proposal 3 (NV5 Adjournment Proposal): to approve the adjournment of the NV5 Special Meeting, if necessary or appropriate, including to solicit additional proxies, in the event that there are not sufficient votes at the time of the NV5 Special Meeting to approve the NV5 Merger Proposal.

Recommendation of the NV5 Board

The NV5 Board recommends that NV5 stockholders vote:

Proposal 1 (NV5 Merger Proposal):    “FOR”;

Proposal 2 (NV5 Merger Compensation Proposal):    “FOR”; and

Proposal 3 (NV5 Adjournment Proposal):    “FOR.”

This joint proxy statement/prospectus contains important information regarding these proposals and factors that NV5 stockholders should consider when deciding how to cast their votes. NV5 stockholders are encouraged to read the entire document carefully, including the annexes attached and documents incorporated by reference into this joint proxy statement/prospectus, for more detailed information regarding the Merger Agreement and the Merger.

The Non-Binding Merger Compensation Proposal and Interests of Directors

In considering the recommendations of the NV5 Board, NV5 stockholders should be aware that some of NV5’s directors and executive officers may have interests that are different from, or in addition to, the interests of NV5 stockholders more generally. For additional information, please see “The Merger — Interests of NV5’s Executive Officers and Non-Employee Directors in the Merger,” and “— Reasons for Dr. Dickins’ and Mr. Freckmann’s Votes Against the Merger.”

Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that NV5 provide its stockholders with the opportunity to vote to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to NV5’s named executive officers that is based on or otherwise relates to the Merger, as disclosed in this joint proxy statement/prospectus, including the compensation table and the related narrative named executive officer compensation disclosures set forth in “The Merger — Interests of NV5’s Executive Officers and Non-Employee Directors in the Merger.” This vote is commonly referred to as a “golden parachute say on pay” vote. Accordingly, NV5 stockholders are being provided with the opportunity to cast an advisory (non-binding) vote on those change of control payments.

NV5 stockholders should note that the non-binding compensation proposal is merely an advisory vote that will not be binding on NV5, Acuren or their respective boards of directors. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the Merger is consummated, the eligibility of the NV5 named executive officers for such payments and benefits will not be affected by the outcome of the advisory vote.

The proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to NV5’s named executive officers that is based on or otherwise relates to the Merger is a vote separate and apart from the vote on the proposal to adopt the Merger Agreement. Accordingly, a NV5 stockholder may vote to approve one proposal and not the other. Because the vote on the proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to NV5’s named executive officers that is based on or otherwise relates to the Merger is advisory in nature only, it will not be binding on NV5 or Acuren, and the approval of the proposal is not a condition to the completion of the Merger or otherwise required to effectuate the Merger.

Voting by Directors and Executive Officers

On the NV5 Record Date, there were [•] shares of NV5 Common Stock outstanding. On the NV5 Record Date, NV5 directors and executive officers, and their affiliates, as a group, beneficially owned and were entitled to vote [•] shares of NV5 Common Stock, or approximately [•]% of the issued and outstanding shares of NV5 Common Stock. Although none of them, except for Dickerson Wright, NV5’s Executive Chairman, has entered into any agreement obligating them to do so as a director or executive officer of NV5, NV5 currently expects that the majority of its directors and executive officers will vote their shares “FOR” the NV5 Merger Proposal, “FOR” the NV5 Merger Compensation Proposal, and “FOR” the NV5 Adjournment Proposal.

Attendance at the NV5 Special Meeting

Only NV5 stockholders of record on the NV5 Record Date, beneficial owners of NV5 Common Stock on the NV5 Record Date, holders of valid proxies for the NV5 Special Meeting, and invited guests of NV5 may attend the NV5 Special Meeting, which will be conducted virtually.

NV5 stockholders will be able to attend, vote their shares, and submit questions during the NV5 Special Meeting via a live audio webcast available by visiting the following website: [•]. To join-in the NV5 Special Meeting, NV5 stockholders will need the control number included on their proxy card or on the instructions that accompanied their proxy materials.

The NV5 stockholder question and answer session will include questions submitted live during the NV5 Special Meeting. Questions may be submitted during the NV5 Special Meeting through [•].

The NV5 Special Meeting will begin promptly at [•]. Online check-in will begin at approximately 7:30 a.m., Mountain Time, and NV5 stockholders should allow ample time for the online check-in.

NV5 Record Date

The NV5 Board has fixed the close of business on [•] as the NV5 Record Date for the determination of the NV5 stockholders entitled to receive notice of, and to vote at, the NV5 Special Meeting. The NV5 stockholders of record on the NV5 Record Date are the only NV5 stockholders that are entitled to receive notice of, and to vote at, the NV5 Special Meeting or any adjournments or postponements of the NV5 Special Meeting.

Outstanding Shares as of NV5 Record Date and Voting Rights of NV5 Stockholders

On the NV5 Record Date, there were [•] shares of NV5 Common Stock outstanding, held by [•] holders of record. Each outstanding share of NV5 Common Stock entitles its holder of record to one vote on each matter to be considered at the NV5 Special Meeting. NV5 stockholders are entitled to vote on each proposal presented. A complete list of registered NV5 stockholders entitled to vote at the NV5 Special Meeting will be available for inspection at NV5’s principal executive offices at 200 South Park Road, Suite 350, Hollywood, FL 33021, during ordinary business hours for a period of no less than ten days before the NV5 Special Meeting. The list of stockholders will also be available to stockholders during the NV5 Special Meeting through the link [•].

Quorum; Abstentions and Broker Non-Votes

In order for business to be conducted at the NV5 Special Meeting, a quorum must be present. A quorum at the NV5 Special Meeting requires the presence of the holders of a majority of the outstanding shares of the Corporation entitled to vote generally in the election of directors, present in person or represented by proxy. Abstentions will be counted for purposes of determining whether there is a quorum at the NV5 Special Meeting. Shares represented by broker non-votes will not be considered present and entitled to vote at the NV5 Special Meeting for the purpose of determining the presence of a quorum.

Adjournment

If a quorum is not present or represented, the chairman of the meeting may adjourn the NV5 Special Meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Vote Required

The votes required for each proposal are as follows:

Proposal 1 (NV5 Merger Proposal):    Approval of the NV5 Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of NV5 Common Stock entitled to vote on the NV5 Merger Proposal. Accordingly, a NV5 stockholder’s abstention from voting, a broker non-vote, the failure of a NV5 stockholder to vote or the failure of a NV5 stockholder to submit a proxy will have the same effect as a vote “AGAINST” the NV5 Merger Proposal;

Proposal 2 (NV5 Merger Compensation Proposal):    Approval of the NV5 Merger Compensation Proposal on a non-binding advisory basis requires more votes to be cast “FOR” than “AGAINST” the NV5 Merger Compensation Proposal at a duly held meeting at which a quorum is present (in person or represented by proxy). A NV5 stockholder’s abstention from voting, a broker non-vote, the failure of a NV5 stockholder to vote or the failure of a NV5 stockholder to submit a proxy will have no effect on the NV5 Merger Compensation Proposal.

Proposal 3 (NV5 Adjournment Proposal):    Approval of the NV5 Adjournment Proposal requires more votes to be cast “FOR” than “AGAINST” the NV5 Adjournment Proposal, without regard to the presence of a quorum. A NV5 stockholder’s abstention from voting, a broker non-vote, the failure of a NV5 stockholder to vote or the failure of a NV5 stockholder to submit a proxy will have no effect on the NV5 Adjournment Proposal.

An abstention occurs when the beneficial owner of shares, or a bank, broker or other nominee holding shares for a beneficial owner, is present at the virtual NV5 Special Meeting or by proxy, and entitled to vote at the meeting, but such person refrains from voting as to a particular proposal by expressly marking the “abstain” box on the voting instruction form or ballot. A broker non-vote occurs when a broker or other nominee returns a valid ballot or proxy card without voting on such proposal because they did not receive voting instructions from the street name holder and do not have discretionary authority to vote the shares on a particular proposal. Under applicable rules, banks, brokers and other nominees have discretionary voting power with respect to matters that are considered routine. Shares represented by broker non-votes, however, will not be voted on the NV5 Proposals since such proposals are considered non-routine and therefore the bank, broker or other nominee has no discretionary authority to vote on such proposal. Such shares will be disregarded in the calculation of shares “present in person or represented

by proxy” with respect to the NV5 proposals and therefore will have the same effect as a vote “AGAINST” the NV5 Merger Proposal and no effect on the outcome of the NV5 Merger Compensation Proposal and the NV5 Adjournment Proposal.

How to Vote

NV5 stockholders of record on the NV5 Record Date may have their shares of NV5 Common Stock voted by submitting a proxy or may vote online at the NV5 Special Meeting by following the instructions provided on the enclosed proxy card. NV5 recommends that NV5 stockholders entitled to vote submit a proxy prior to the NV5 Special Meeting even if they plan to attend the NV5 Special Meeting.

NV5 stockholders of record may vote in one of the following ways:

Internet:    NV5 stockholders of record may vote over the internet at the web address shown on their proxy card or voting instruction form. NV5 stockholders of record will need to use the control number appearing on their proxy card to vote via the internet. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m., Eastern Time, on [•], 2025. If NV5 stockholders vote via the internet, they do not need to return their proxy card. The internet voting procedures are designed to authenticate stockholder identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly. Stockholders voting by internet should remember that the stockholder must bear costs associated with electronic access, such as usage charges from internet access providers.

Telephone:    NV5 stockholders of record may vote by calling the toll-free telephone number shown on their proxy card or voting instruction form. Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m., Eastern Time, on [•], 2025. NV5 stockholders who vote this way need not send in their proxy card. The telephone voting procedures are designed to authenticate stockholder identities, to allow stockholders to give their voting instructions, and to confirm that stockholders’ instructions have been recorded properly. Stockholders voting by telephone should remember that the stockholder must bear costs associated with electronic access, such as usage charges from telephone companies.

Mail:    NV5 stockholders of record may vote by properly completing, signing, dating and mailing their proxy card or voting instruction form in the self-addressed, stamped envelope (if mailed in the United States) included with this joint proxy statement/prospectus. NV5 stockholders who vote this way should mail the proxy card early enough so that it is received prior to the closing of the polls at the NV5 Special Meeting.

At the Meeting:    NV5 stockholders of record who attend the NV5 Special Meeting online have the right to vote online at the NV5 Special Meeting. NV5 beneficial owners who wish to vote at the NV5 Special Meeting will need a legal proxy from their bank, broker, or other nominee authorizing them to vote those shares online at the NV5 Special Meeting.

NV5 stockholders are encouraged to submit a proxy promptly. Each valid proxy received in time will be voted at the NV5 Special Meeting according to the choice specified, if any. Executed but uninstructed proxies (i.e., proxies that are properly signed, dated and returned but are not marked to tell the proxies how to vote) will be voted in accordance with the recommendations of the NV5 Board.

NV5 stockholders who hold their shares of NV5 Common Stock beneficially in “street name” and wish to submit a proxy must provide instructions to the bank, broker or other nominee that holds their shares of record as to how to vote their shares with respect to Proposals 1, 2, and 3. NV5 stockholders who hold their shares of NV5 Common Stock beneficially and wish to vote at the virtual NV5 Special Meeting must obtain proxies issued in their own names (known as a “legal proxy”).

Proxies and Revocation

NV5 stockholders of record may revoke their proxies at any time before their shares of NV5 Common Stock are voted at the NV5 Special Meeting in any of the following ways:

1.      sending a written notice of revocation to NV5 at 200 South Park Road, Suite 350, Hollywood, FL 33021, Attention: Corporate Secretary, which must be received before their shares are voted at the NV5 Special Meeting;

2.      properly submitting a new, later-dated proxy card, which must be received by 11:59 p.m., Eastern Time, [•], 2025 (in which case only the later-dated proxy is counted, and the earlier proxy is revoked);

3.      submitting a proxy via the internet or by telephone at a later date, which must be received by 11:59 p.m., Eastern Time, on [•], 2025 before it is voted at the NV5 Special Meeting (in which case only the later-dated proxy is counted and the earlier proxy is revoked); or

4.      attending the NV5 Special Meeting and voting online using their control number during the meeting; attendance at the virtual NV5 Special Meeting will not, however, in and of itself, constitute a vote or revocation of a prior proxy.

Beneficial owners of shares of NV5 Common Stock may change their voting instruction by submitting new voting instructions to the banks, brokers or other nominees that hold their shares of record or by requesting a “legal proxy” from such bank, broker or other nominee and voting at the virtual NV5 Special Meeting. NV5 stockholders who hold their shares in “street name” by a bank or broker, should follow the instructions of their bank or broker regarding the revocation of proxies.

All shares represented by a valid proxy, and that are not revoked, will be voted in accordance with the instructions provided on the proxy. If a NV5 stockholder makes no specification on their proxy as to how they want their shares voted with respect to the NV5 Merger Proposal, the NV5 Merger Compensation Proposal, and the NV5 Adjournment Proposal before signing and returning it, their proxy will be voted “FOR” approval and adoption of the NV5 Merger Proposal and the Merger it contemplates, “FOR” approval, on a non-binding, advisory basis, of the NV5 Merger Compensation Proposal, and “FOR” approval of the NV5 Adjournment Proposal.

Solicitation of Proxies

NV5 will pay for the proxy solicitation costs related to the NV5 Special Meeting. In addition to sending and making available these materials, some of NV5’s directors, officers and other employees may solicit proxies by contacting NV5 stockholders by telephone, by mail, by e-mail or in person. NV5 stockholders may also be solicited by news releases issued by NV5 and/or Acuren, postings on NV5’s or Acuren’s websites and advertisements in periodicals. None of NV5’s directors, officers or employees will receive any extra compensation for their solicitation services. NV5 has also made arrangements with [•] to assist them in soliciting proxies and have agreed to pay it an estimated fee of approximately $[•] plus expenses for these services. NV5 may also ask banks, brokers, trusts and other nominees to forward proxy solicitation materials to the NV5 stockholders held of record by such banks, brokers, trusts or other nominees. NV5 will reimburse banks, brokers and other nominees for their expenses in sending proxy solicitation materials to the beneficial owners of NV5 Common Stock and obtaining their proxies.

Appraisal Rights and Dissenters’ Rights

NV5 stockholders are entitled to appraisal rights under Section 262 of the DGCL, provided they satisfy the special criteria and conditions set forth in Section 262 of the DGCL. NV5 Common Stock held by stockholders that do not vote for approval of the Merger and make a demand for appraisal in accordance with the DGCL will not be converted into the Merger Consideration, but will be converted into the right to receive from the combined company consideration determined in accordance with Delaware law.

For more information regarding dissenters’ or appraisal rights, please see “The Merger — Appraisal Rights and Dissenters’ Rights.”

Other Matters

At this time, NV5 knows of no other matters to be submitted at the NV5 Special Meeting.

Householding of Special Meeting Materials

Unless NV5 has received contrary instructions, NV5 may send a single copy of this joint proxy statement/prospectus and notice to any household at which two or more stockholders reside if NV5 believes the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at a household and helps to reduce NV5’s expenses.

Communications with NV5’s Board

Stockholders who wish to communicate with the NV5 Board or an individual director of the NV5 Board may do so by sending written correspondence by mail, facsimile or email to: the NV5 Board or individual director, c/o the Corporate Secretary of NV5 at 200 South Park Road, Suite 350, Hollywood, FL 33021; Fax: (954) 495-2102; Email Address: MaryJo.OBrien@nv5.com. The mailing envelope, facsimile cover letter or email must contain a clear notation indicating that the enclosed correspondence is a “Stockholder Board Communication.” The NV5 Corporate Secretary has been authorized to screen such communications and handle differently any such communications that are abusive, in bad taste or that present safety or security concerns. All such communications must identify the author as a stockholder and clearly state whether the intended recipients are all or individual members of the NV5 Board. The NV5 Corporate Secretary will maintain a log of such communications and make copies of all such communications and circulate them to the full NV5 Board or the appropriate directors.

Questions and Additional Information

NV5 stockholders may contact NV5’s Corporate Secretary or [•] with any questions about the proposals or how to vote or to request additional copies of any materials at:

NV5 Global, Inc.
200 South Park Road, Suite 350
Hollywood, FL 33021
(954) 495-2112

NV5 Global, Inc.
[•]
Call Toll Free: [•]
E-mail: [•]

NV5 PROPOSAL 1 — NV5 MERGER PROPOSAL

This joint proxy statement/prospectus is being furnished to you as a NV5 stockholder as part of the solicitation of proxies by NV5’s Board for use at the NV5 Special Meeting to consider and vote upon the NV5 Merger Proposal.

In accordance with the NV5 Certificate of Incorporation, the NV5 Bylaws and the DGCL, approval of the NV5 Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of NV5 Common Stock entitled to vote thereon, by casting a vote “FOR” the NV5 Merger Proposal at a duly held meeting at which a quorum is present (in person or represented by proxy). Accordingly, the Merger cannot be completed without the approval of the NV5 Merger Proposal. In addition, pursuant to the Merger Agreement, approval of the NV5 Merger Proposal is a condition to the consummation of the Merger.

IF YOU ARE A NV5 STOCKHOLDER,
THE NV5 BOARD OF DIRECTORS RECOMMENDS
THAT YOU VOTE “FOR” THE NV5 MERGER PROPOSAL

NV5 PROPOSAL 2 — NV5 MERGER COMPENSATION PROPOSAL

Under Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, NV5 is required to submit a proposal to NV5’s stockholders to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to NV5’s named executive officers that is based on or otherwise relates to the Merger Agreement and related transactions. This compensation is summarized in the section of this joint proxy statement/prospectus entitled “The Merger — Interests of NV5’s Executive Officers and Non-Employee Directors in the Merger.” NV5’s Board encourages you to review carefully the information contained in this joint proxy statement/prospectus regarding compensation related to the Merger that will or may be paid to NV5’s named executive officers. Accordingly, NV5 is asking you to approve the following resolution:

“RESOLVED, that the stockholders of NV5 approve, on a non-binding advisory basis, the compensation that may be paid or become payable to NV5’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, as disclosed pursuant to Item 402(t) of Regulation S-K in the section of the joint proxy statement/prospectus entitled “The Merger — Interests of NV5’s Executive Officers and Non-Employee Directors in the Merger.”

The vote on the NV5 Merger Compensation Proposal is a vote separate and apart from the vote on the Merger Agreement Proposal. Accordingly, you may vote to approve the NV5 Merger Proposal and vote not to approve the NV5 Merger Compensation Proposal and vice versa. Approval of the NV5 Merger Compensation Proposal is not a condition to the completion of the Merger. Because the vote on the NV5 Merger Compensation Proposal is advisory only, it will not be binding on NV5. Accordingly, if the Merger Agreement is adopted and the Merger is consummated, the amounts approved to be paid under the NV5 Merger Compensation Proposal may be payable to NV5’s named executive officers in accordance with the terms and conditions of the applicable agreements, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the NV5 Merger Compensation Proposal.

Approval of the NV5 Merger Compensation Proposal requires more votes are cast “FOR” than “AGAINST” the NV5 Merger Compensation Proposal at a duly held meeting at which a quorum is present (in person or represented by proxy).

IF YOU ARE A NV5 STOCKHOLDER,
THE NV5 BOARD OF DIRECTORS RECOMMENDS
THAT YOU VOTE “FOR” THE NV5 MERGER COMPENSATION
PROPOSAL ON A NON-BINDING ADVISORY BASIS

THE MERGER

This section of the joint proxy statement/prospectus describes the material aspects of the Merger. This section may not contain all of the information that is important to you. You should carefully read this entire joint proxy statement/prospectus and the documents attached hereto and incorporated by reference into this joint proxy statement/prospectus, including the full text of the Merger Agreement, a copy of which is attached to this joint proxy statement/prospectus as Annex A, for a more complete understanding of the Merger and the transactions related thereto. In addition, important business and financial information about each of Acuren and NV5 is included in or incorporated by reference into this joint proxy statement/prospectus and is included in the annexes hereto. Please see “Where You Can Find More Information.”

Effects of the Merger

The Merger Agreement, among other things, provides for the First Merger, with NV5 continuing its existence as the Initial Surviving Corporation and a direct wholly owned subsidiary of Acuren at the First Effective Time, and the subsequent Second Merger, with Merger Sub II continuing its existence as the Final Surviving Corporation following the Second Merger as a direct wholly owned subsidiary of Acuren at the Second Effective Time.

In addition, the NV5 Board will take all actions as may be necessary so that, at the First Effective Time, each outstanding restricted stock award and restricted stock unit in respect of NV5 Common Stock will be treated as described in “— Interests of NV5’s Executive Officers and Non-Employee Directors in the Merger” and “— Treatment of NV5 Equity Awards in the Merger.”

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. The following chronology does not catalogue every conversation among the respective parties, their boards of directors and management, their respective representatives, or other parties.

Each of the Acuren Board and the NV5 Board, together with their respective senior management, regularly reviews and assesses their respective business, results of operations, financial performance, business strategy and strategic direction, outlook and growth prospects, as well as trends and market developments affecting their respective industries and businesses generally.

As part of Acuren’s ongoing assessment, Acuren’s Co-Chairmen and executive management regularly consider potential opportunities to strengthen Acuren’s business and enhance stockholder value, including by pursuing strategic opportunities such as acquisitions, dispositions, commercial partnerships or combinations with third parties as a core part of its strategy. NV5’s business and service lines are adjacent to Acuren’s, and therefore, when Acuren reviews potential acquisitions targets and adjacent businesses for an understanding of the industry and its investor base, NV5 often appears and is reviewed by Acuren.

On November 15, 2024, Sir Martin E. Franklin and Robert Franklin, Co-Chairmen of Acuren, met with Dickerson Wright, Executive Chairman of NV5, at NV5’s offices in Hollywood, Florida to learn more about the NV5 business. Richard Tong, General Counsel of NV5, and Edward Codispoti, Chief Financial Officer of NV5, were also present.

Subsequent to this meeting, Sir Martin and Mr. Franklin continued to engage in exploratory discussions with NV5 executives, both in person and via email and included the possibility of combining the two companies.

On December 16, 2024, Sir Martin, Mr. Franklin and Talman Pizzey, Chief Executive Officer of Acuren, had dinner with Mr. Wright and Byron Roth, CEO of Roth Capital Partners LLC (“Roth”), a long standing financial advisor to NV5 since the time of its initial public offering in 2013, and their respective spouses, where they further explored the possibility of a transaction between Acuren and NV5, although no definitive transaction structure or terms were presented or considered.

On December 20, 2024, Mr. Pizzey sent an email to Mr. Wright that contained an overview of Acuren’s business and expressed his views as to the benefits of a potential business combination, which included initial thoughts on potential operational synergies that might be achieved following a potential transaction. In response, Mr. Wright emailed Mr. Pizzey suggesting that the two companies engage in more detailed discussions in January.

On January 2, 2025, Mr. Wright sent Mr. Pizzey an email describing the services provided by NV5 at each NV5 office location.

On January 24, 2025, Sir Martin and Mr. Wright held a meeting to further discuss a possible transaction between NV5 and Acuren.

On January 29, 2025, Sir Martin and Mr. Wright met to discuss a potential acquisition of NV5 by Acuren. At the meeting, Sir Martin indicated that Acuren was considering delivering to NV5 a non-binding proposal for a potential acquisition of NV5 by Acuren. Mr. Wright indicated that if Acuren should deliver such a proposal, the NV5 Board would review the proposal.

On January 30, 2025, after further discussions with executive management of Acuren and representatives of Jefferies LLC (“Jefferies”), who previously performed financial advisory services for Acuren, Sir Martin and Mr. Franklin discussed with the Acuren Board the potential opportunity for Acuren to make a proposal for a potential acquisition of NV5 by Acuren (the “Potential Transaction”). Following those discussions, on January 30, 2025, Sir Martin delivered to Mr. Wright a preliminary, non-binding indication of interest, which proposed that Acuren acquire all of the outstanding shares of NV5 Common Stock for $20.00 to $22.00 per share, which consideration would consist of $8.00 to $10.00 in cash and the remainder in Acuren Common Stock (the “Initial Offer”). The indication of interest proposed that Acuren and NV5 enter into a customary mutual non-disclosure agreement (which would include a customary mutual standstill) so that both parties could engage in due diligence.

On January 31, 2025, Mr. Pizzey emailed Mr. Wright a summary of the services provided by Acuren at each Acuren office location in an effort to assist NV5 with evaluating the Initial Offer.

On February 5, 2025, the Board of Directors of NV5 held a meeting, with members of NV5 management present. At the meeting, Mr. Wright informed the NV5 Board of the Initial Offer.

On February 6, 2025, a representative of Roth called Sir Martin to discuss the Initial Offer. The Roth representative advised Sir Martin that the NV5 Board was of the view that the proposed price range of $20.00 to $22.00 per share was too low and suggested that Acuren should consider raising its offer price and adjusting the cash and stock split to be an equal amount of cash and Acuren Common Stock.

On February 8, 2025, a zoom conference call was held involving Sir Martin, Mr. Franklin, Mr. Wright and representatives from Roth to discuss the Initial Offer. During the call, Sir Martin, Mr. Franklin and the Roth representatives discussed the possibility of Acuren increasing its offer to $23.00 per share of NV5 Common Stock, with $10.00 payable in cash and the remainder in Acuren Common Stock. The Roth representatives indicated that the NV5 Board would likely be more inclined to enter into a non-disclosure agreement that would enable the parties to conduct mutual due diligence if Acuren was willing to offer at least $23.00 per share of NV5 Common Stock.

On February 11, 2025, the NV5 Board held a meeting to discuss the Initial Offer and the Potential Transaction. Representatives of Roth and Loeb & Loeb LLP (“Loeb”), counsel to NV5, were also present. The NV5 Board discussed entering into a limited due diligence period with Acuren to explore the Potential Transaction, including potential synergies, and directed NV5 management to enter into a confidentiality agreement with Acuren to facilitate such due diligence.

On February 11, 2025, the Acuren Board met to discuss the strategic rationale for the Potential Transaction. Representatives of Jefferies were also in attendance.

Also on February 11, 2025, Mr. Wright called Sir Martin to further discuss the Initial Offer. Mr. Wright advised Sir Martin that a majority of the NV5 Board would likely be in favor of the Potential Transaction at a price of at least $23.00 per share of NV5 Common Stock and that the NV5 Board agreed to proceed with a non-disclosure agreement at this price. Mr. Wright also noted to Sir Martin that the NV5 Board wanted to continue to explore whether there was room for Acuren to further increase the offer price.

On February 12, 2025, NV5 and Acuren executed a mutual non-disclosure agreement (the “Confidentiality Agreement”), which included customary mutual standstill and standstill fallaway provisions, and Acuren circulated an initial due diligence request list to NV5.

That same day on February 12, 2025, the four non-management directors of the NV5 Board met telephonically to discuss the Initial Offer and the Potential Transaction.

On February 13, 2025, Mr. Franklin, Mr. Pizzey, Mr. Wright, Ben Heraud, Chief Executive Officer of NV5, Mr. Codispoti and representatives of Roth, met in person in Hollywood, Florida, with a representative of Jefferies participating via videoconference, to discuss certain preliminary items relating to their respective businesses, including understanding each business’s operating segments, adjacencies and business prospects and recent changes in NV5’s management.

On February 14, 2025, representatives of Acuren, Mariposa Capital, LLC (“Mariposa”), an advisor to Acuren of which Sir Martin is the manager, NV5, Roth, Jefferies, Loeb, and Greenberg Traurig, P.A. (“Greenberg”), counsel to Acuren, held a telephonic meeting to discuss the timeline for the Potential Transaction. Also on February 14, 2025, Roth sent Acuren an initial due diligence request list on behalf of NV5.

On February 18, 2025, William Pruitt and Dr. Denise Dickins, non-management directors on the NV5 Board, met with Mr. Wright and Ben Heraud, Chief Executive Officer of NV5, to discuss the Potential Transaction and the evaluation thereof.

Also on February 18, 2025, Mr. Franklin met with Brian Freckmann, a non-management director on the NV5 Board, to discuss the strategic rationale for the Potential Transaction.

On February 20, 2025, the NV5 Board met to consider certain issues arising from the ongoing diligence process with respect to the Potential Transaction. Representatives from Loeb reviewed the fiduciary duties of the NV5 Board regarding the evaluation of a potential strategic transaction, including the Potential Transaction.

On February 20, 2025, NV5 entered into an engagement letter formally engaging Roth as NV5’s financial advisor.

On February 22, 2025, Greenberg sent the initial draft of the Merger Agreement to Loeb which contemplated, among other things, a fixed exchange ratio based on Acuren’s stock price prior to signing.

On February 23, 2025, representatives of Greenberg and Loeb held a call to discuss possible structuring options for the Potential Transaction.

On February 25, 2025, Acuren made a virtual dataroom containing due diligence materials available to representatives of NV5 and its advisors, at which time NV5 commenced its diligence of Acuren, which continued through May 14, 2025.

On February 26, 2025, NV5 made a virtual dataroom containing due diligence materials available to representatives of Acuren and its advisors, at which time Acuren commenced its diligence of NV5, which continued through May 14, 2025.

On March 2, 2025, NV5 added the NV5 March Projections to the virtual dataroom, and Acuren added its projections to the virtual dataroom, which are each summarized below under the section “— Certain Prospective Financial Information.”

On March 3, 2025, Sir Martin, Mr. Franklin and Mr. Wright had an in-person meeting and discussed the transaction process.

On March 5, 2025, management of each of NV5 and Acuren, with representatives of Roth, Jefferies and Greenberg in attendance, met for all-day management presentations, during which each party presented on recent results of operations, trends in customer demands, perceived benefits of the Potential Transaction and other related matters.

On March 6, 2025, Sir Martin and Mr. Pizzey, joined a call with the NV5 Board. During the call, Sir Martin discussed the potential benefits of the Potential Transaction, and the relative growth margins and adjusted EBITDA of the combined company with the NV5 Board. Following the call, Sir Martin called Mr. Wright to discuss NV5’s views regarding the Potential Transaction and the process for moving forward with the Potential Transaction.

On March 10, 2025, Loeb sent a revised draft Merger Agreement to Greenberg. Among other proposed terms, the draft Merger Agreement contemplated that (i) the exchange ratio for determining the number of shares of Acuren Common Stock constituting the stock portion of the proposed purchase price would be proportionally increased if Acuren’s Closing VWAP was less than $13.00 per share, (ii) the post-closing Acuren Board would include three

directors designated by NV5 (including Mr. Wright), (iii) the RSAs held by certain NV5 executives would be accelerated in accordance with their terms and receive the purchase price at Closing (instead of being assumed by Acuren), and (iv) the parties’ respective representations, warranties and covenants included in the Merger Agreement would generally be symmetrical in terms of subject matter, scope and materiality levels. The draft Merger Agreement also contemplated a “two-tiered” NV5 termination fee, with a lower termination fee equal to 1.5% of NV5’s equity value payable if the Merger Agreement was terminated by NV5 to accept a superior proposal during a “go-shop” period (as well as after the “go-shop” period for certain exempted persons who approached NV5 during the “go-shop” period), and a termination fee equal to 3.0% of NV5’s equity value payable if the Merger Agreement was terminated by NV5 to accept a superior proposal after the “go-shop” period. In addition, the draft Merger Agreement provided that the Acuren termination fee would be equal to 6.0% of NV5’s equity value and that the termination fee would be payable by Acuren (in addition to circumstances in which the Merger Agreement was terminated by Acuren to accept a superior proposal) if the Merger Agreement was terminated due to the parties’ failure to obtain the necessary regulatory approvals.

On March 11, 2025, Sir Martin, Mr. Franklin, and representatives of Roth, Greenberg and Loeb held a telephonic meeting to discuss the possibility of Acuren making an updated proposal to acquire NV5 that would include a narrower price range than the Initial Offer and would reiterate the reasons why the Potential Transaction would be beneficial to NV5 stockholders. Mr. Wright indicated that several of the members of the NV5 Board remained unconvinced that the Initial Offer appropriately valued NV5, including that the value associated with the stock component of the Initial Offer was difficult to determine given the volatility associated with the Acuren Common Stock. Sir Martin indicated that he would be willing to present his views on the Potential Transaction directly to the members of the NV5 Board.

On March 12, 2025, Acuren delivered a revised, non-binding indication of interest to the NV5 Board to acquire all of the outstanding shares of NV5 Common Stock for $23.00 per share, which consideration would consist of $10.00 per share in cash and shares of Acuren Common Stock at an exchange ratio of 1.08 shares of Acuren Common Stock for each share of NV5 Common Stock (the “Revised Offer”) The Revised Offer also reiterated Acuren’s belief that the Potential Transaction represented a compelling opportunity to the NV5 stockholders and highlighted Acuren’s and its Founders’ track record of successfully combining with other companies. The Revised Offer did not address management of the combined company post-closing or any related compensation or retention matters.

Also on March 12, 2025, certain of the non-management members of the NV5 Board held discussions concerning the possible advantages and risks associated with the Revised Offer, the potential formation of a special committee of the NV5 Board to independently evaluate the Revised Offer, the possibility that the management members of the NV5 Board might be continuing with the combined company should the Potential Transaction be consummated (and as such might have interests in the Potential Transaction that are different from those of the other NV5 stockholders), and the opportunity for such special committee to engage certain legal advisors to assist with such an evaluation.

On March 14, 2025, representatives of Jefferies and Roth had discussions regarding the NV5 March Projections, including the assumptions on growth and M&A.

On March 14, 2025, representatives of Mariposa, NV5, Loeb and Greenberg held a telephonic meeting, at which they discussed the issues presented by Loeb’s comments to the Merger Agreement. These issues included, among others, (i) the exchange ratio mechanism, (ii) the post-closing composition of the Acuren Board, (iii) a voting agreement to be entered into by entities managed by Viking Global Investors, L.P. (“Viking”), a significant stockholder of Acuren, (iv) the scope of the parties’ respective representations, warranties and covenants to be included in the Merger Agreement, and (v) the size, structure and triggers for the respective termination fees that would be payable by the parties in the event the Merger Agreement was terminated in certain circumstances.

On March 17, 2025, the non-management directors of the NV5 Board circulated draft resolutions to the NV5 Board that provided for the establishment of the NV5 Special Committee to be comprised of Mr. Pruitt, Dr. Dickins, Mr. Freckmann and Francios Tardan, all of the non-management members of the NV5 Board, to report its findings and recommendations to the NV5 Board in respect of its review, consideration and evaluation of Acuren’s offer and to determine conclusively whether to recommend to the NV5 Board that it recommend the offer to NV5’s stockholders (the “Special Committee Authorizing Resolutions”). The Special Committee Authorizing Resolutions also named Mr. Pruitt as the Chairman of the NV5 Special Committee and authorized the NV5 Special Committee to retain legal, financial and other advisors determined to be appropriate by the NV5 Special Committee.

Later on March 17, 2025, representatives of Acuren and NV5 management, together with representatives of Roth, Loeb and Greenberg, met to discuss the potential establishment of the NV5 Special Committee and benefits and risks of such committee including the impact that such formation would have on the timing of the Potential Transaction.

On March 17, 2025 and March 18, 2025, Mr. Franklin met in person numerous times with representatives of NV5 management and representatives of Roth and Loeb at the Roth investor conference to discuss the Revised Offer and the Potential Transaction, with Sir Martin and Kristin Schultes, Chief Financial Officer of Acuren, joining virtually on March 18. During those discussions, NV5 management advised Mr. Franklin that the non-management directors of the NV5 Board expressed concerns that the Revised Offer did not appropriately value NV5 and that the NV5 Board was continuing to consider forming the NV5 Special Committee and adopting the Special Committee Authorizing Resolutions.

From March 17 to March 20, Mr. Pizzey, Mr. Franklin and Ms. Schultes, as part of Acuren’s diligence process, visited various of NV5’s sites

Also on March 18, 2025, Mr. Pruitt, Dr. Dickins, Mr. Tardan, Mr. Codispoti and Mr. Tong met with representatives of NV5’s accounting advisor to discuss certain findings with respect to such advisors’ financial due diligence of Acuren. Also on March 18, 2025, Mr. Pruitt, Dr. Dickins, and Mr. Tardan held an interview with representatives of a law firm regarding the possible engagement of such law firm as potential independent legal counsel to the NV5 Special Committee.

On March 21, 2025, representatives of Loeb and Greenberg discussed potential alternative transaction structures, including the possibility of Acuren making a tender offer directly to NV5 stockholders, at the same price and on the terms outlined in the Revised Offer. Later that day, Loeb sent to Greenberg a draft standstill waiver that would enable Acuren to make such a tender offer under the terms of the mutual standstill contained in the Confidentiality Agreement, subject to certain conditions. Over the next several days, representatives of Loeb and Greenberg further discussed potential alternative transaction structures and certain related legal considerations, including the draft waiver, but ultimately the parties decided not to pursue any such alternatives.

Also on March 21, 2025, Mr. Pruitt and Dr. Dickins held a meeting with representatives of NV5’s accounting advisor and Mr. Codispoti to continue to review preliminary findings with respect to such advisors’ financial due diligence of Acuren. Also on March 21, 2025, Mr. Pruitt and Dr. Dickins held an interview with representatives of Cooley LLP (“Cooley”) regarding the possible engagement of Cooley as potential independent legal counsel to the NV5 Special Committee.

On March 24, 2025 and March 25, 2025, Mr. Roth and members of NV5 management continued to update Acuren regarding the potential formation of the NV5 Special Committee.

On March 25, 2025, the NV5 Board unanimously approved the Special Committee Authorizing Resolutions.

On March 26, 2025, the NV5 Special Committee met to discuss the committee’s role in connection with the Potential Transaction and to review recent activities of certain of the members of the NV5 Special Committee with respect to the Potential Transaction, including with respect to financial due diligence of Acuren and the interviews of potential independent legal counsel. The NV5 Special Committee then discussed the engagement of advisors and determined to engage Cooley as its independent legal counsel. The NV5 Special Committee then authorized Mr. Freckmann to coordinate presentations with two financial advisors, including Robert W. Baird & Co. Incorporated (“Baird”), to potentially serve as the NV5 Special Committee’s financial advisor to render a financial opinion, if requested, with respect to the consideration to be received in the Potential Transaction. The NV5 Special Committee reviewed the Revised Offer, including concerns that the Revised Offer did not appropriately value NV5, and authorized Mr. Pruitt to engage, on behalf of the NV5 Special Committee, in discussions with Sir Martin later that day regarding the Revised Offer.

On March 26, 2025, Sir Martin, Mr. Franklin, Mr. Pruitt and Mr. Roth met at Sir Martin’s home and discussed the rationale and benefits of the Potential Transaction and the Revised Offer. At the meeting, Mr. Pruitt communicated to Sir Martin that the NV5 Special Committee had been formed and that, in order for the NV5 Special Committee to determine whether to recommend to the NV5 Board that it recommend the offer to NV5’s stockholders, a fairness opinion would be required and Acuren would need to increase its offer price to acquire NV5.

On March 27, 2025, the NV5 Board met to review the status of the Potential Transaction and to discuss certain due diligence matters with respect to Acuren.

On April 2, 2025, the NV5 Special Committee held a meeting, with representatives of Cooley present for the full meeting and Mr. Codispoti and representatives of Baird present for portions of the meeting. Representatives of Baird discussed Baird’s experience in the construction and engineering services industry and its deep understanding of NV5’s business having previously worked with NV5 in connection with a prior strategic review process. Representatives of Baird also discussed Baird’s prior knowledge of Acuren’s business, having worked with ASP Acuren, Acuren’s predecessor, in connection with the Acuren Acquisition. Mr. Codispoti then reviewed the NV5 March Projections that were previously shared with Acuren in connection with its due diligence review of NV5, which projections had been circulated to the NV5 Special Committee in advance of the meeting. Discussion ensued, and the NV5 Special Committee directed Mr. Codispoti to revise the NV5 March Projections, for further review by the NV5 Special Committee, to reflect inorganic growth opportunities, in addition to organic growth, so that the forecasts would be more consistent with NV5’s historical operations, including NV5’s use of acquisitions as part of its growth strategy.

On April 5, 2025, the NV5 Special Committee held a meeting to review the qualifications, and to discuss the potential engagement, of the other financial advisor to serve as the NV5 Special Committee’s financial advisor to render a financial opinion with respect to the consideration to be received in the Potential Transaction. The NV5 Special Committee determined to request a fee proposal from such advisor and discuss further at its next meeting.

On April 8, 2025, the NV5 Special Committee held a meeting to discuss the relative qualifications, independence and fees of the two potential advisors, including Baird, to serve as the Committee’s financial advisor to render a financial opinion with respect to the consideration to be received in the Potential Transaction. The NV5 Special Committee initially determined to engage the other financial advisor, with the scope of such engagement to be limited to such financial advisor only rendering a financial opinion to the NV5 Special Committee, which advisor was selected by the NV5 Special Committee based on such financial advisor’s familiarity with NV5’s business based on ongoing engagements with NV5. However, after NV5 management raised concerns regarding a potential conflict of interest with such financial advisor, the NV5 Special Committee determined that in light of such potential conflict, and subject to receiving a satisfactory relationship disclosure from Baird and negotiating a satisfactory engagement letter, it would engage Baird as its financial advisor based on, among other things, Baird’s knowledge and transaction history in the construction and engineering services industry, and previous experience having worked with NV5 in connection with its prior strategic review process and ASP Acuren on the Acuren Acquisition.

On April 21, 2025, the NV5 Special Committee held a meeting to discuss the Potential Transaction. Representatives of Cooley advised the NV5 Special Committee regarding its fiduciary duties in connection with its mandate under the Special Committee Authorizing Resolutions. The NV5 Special Committee discussed next steps with respect to a Potential Transaction and determined that Mr. Pruitt, in his capacity as Chairman of the NV5 Special Committee, and a management director of the NV5 Board should communicate to Acuren that in order to proceed with discussions regarding the Potential Transaction it would need to increase its offer price and that Acuren should provide support for its ability to finance the cash portion of the consideration.

On April 24, 2025, Mr. Wright, along with representatives of Roth and Jefferies, met with Sir Martin and Mr. Franklin to further discuss the Potential Transaction and the position of the NV5 Special Committee regarding the proposed purchase price.

Later in the day on April 24, 2025, Sir Martin delivered to Mr. Pruitt, on behalf of the NV5 Special Committee, a letter reiterating Acuren’s “best and final” proposal to acquire NV5 for $10.00 per share in cash plus shares of Acuren Common Stock at an exchange ratio of 1.1577 shares of Acuren Common Stock for each share of NV5 Common Stock.

On April 29, 2025, the NV5 Board met, with representatives of Roth present, to discuss certain upcoming SEC filings by NV5, including the timing of its 2025 annual meeting of stockholders. The NV5 Board decided to delay the timing of its 2025 annual meeting of stockholders in light of the pending negotiations with Acuren.

Also on April 29, 2025, the NV5 Special Committee met, with representatives of Cooley present, to discuss the status of the Potential Transaction and to review recent market trends, including the decline in the value of NV5’s Common Stock, along with the broader financial market, as a result of the announcement of increased tariffs by the

United States government, and the challenges and uncertainty associated with operating against such headwinds with an increased level of market volatility. The NV5 Special Committee discussed potential strategic alternatives, including continuing as a standalone company and the Potential Transaction. The NV5 Special Committee then discussed certain preliminary financial considerations provided by representatives of Roth at the NV5 Board meeting held earlier that day and determined that Mr. Pruitt, in his capacity as Chairman of the NV5 Special Committee, together with a management director of the NV5 Board, should communicate to Acuren that in order to proceed with discussions regarding the Potential Transaction it would need to increase its offer price to provide for a 30% premium over the price per share of NV5’s Common Stock as of the closing of the Potential Transaction, with a minimum price of $23.00 per share as of the closing of the Potential Transaction. The NV5 Special Committee then discussed retaining Baird to render a financial opinion, if requested, with respect to the consideration to be received in the Potential Transaction. The NV5 Special Committee discussed the engagement with Baird pursuant to which Baird would render its opinion with respect to the consideration to be received in the Potential Transaction as well as the customary relationship disclosures letter provided by Baird regarding certain relationships between Baird and each of the NV5 and Acuren. Following discussion and review of such customary relationship disclosure letter, the NV5 Special Committee determined that there were no material investment banking relationships disclosed therein that would impact Baird’s ability to act independently and effectively in relation to a potential transaction with Acuren and determined to proceed with engaging Baird to render an opinion with respect to the consideration to be received in the Potential Transaction, and authorized NV5’s engagement of Baird.

Later in the day on April 29, 2025, Sir Martin, Mr. Franklin, Mr. Wright, Mr. Pruitt and Mr. Roth met to further discuss the Potential Transaction and Mr. Pruitt conveyed the view of the NV5 Special Committee that the offer price would need to be increased to be supported by the NV5 Special Committee, to which Sir Martin reiterated the position previously conveyed by Acuren that the $23.00 per share offer reflected Acuren’s “best and final” proposal to acquire NV5.

On May 1, 2025, Greenberg sent to Loeb a revised draft of the Merger Agreement. The draft Merger Agreement contemplated, among other things, that (i) the parties would further discuss the exchange ratio mechanism for determining the number of shares of Acuren Common Stock constituting the stock portion of the proposed purchase price, (ii) the post-closing Acuren Board would include two directors designated by NV5 (including Mr. Wright), and (iii) the parties’ respective representations, warranties and covenants contained in the Merger Agreement would generally be symmetrical in terms of subject matter, scope and materiality levels. In addition, the draft Merger Agreement reflected the “two-tiered” NV5 termination fee proposed by NV5, with a lower termination fee equal to 1.5% of NV5’s equity value payable if the Merger Agreement was terminated by NV5 to accept a superior proposal during the “go-shop” period (as well as after the “go-shop” period for certain exempted persons who approached NV5 during the “go-shop” period), and a termination fee equal to 3.0% of NV5’s equity value payable if the Merger Agreement was terminated by NV5 to accept a superior proposal after the “go-shop” period. The draft Merger Agreement also provided that the Acuren termination fee would be equal to 3.0% of NV5’s equity value (instead of 6.0%, as proposed by NV5) and removed the provision that the termination fee would be payable by Acuren if the Merger Agreement was terminated due to the parties’ failure to obtain the necessary regulatory approvals. In addition, Greenberg sent to Loeb an initial draft of the form of stockholder support agreement to be entered into by each of Mr. Wright and Cercano Management LLC (“Cercano”), a significant stockholder of NV5, in connection with the Potential Transaction.

On May 2, 2025, representatives from each of NV5, Roth and Loeb held a conference call to discuss open issues in the Merger Agreement, including (i) the number of board appointments that NV5 would be entitled to appoint to the Acuren Board following closing of the Potential Transaction, (ii) the use of a fixed versus floating exchange ratio (with a collar) for the stock portion of the merger consideration, (iii) the length of the go-shop period and (iv) the inclusion of a financing failure and regulatory break-up fees.

On May 3, 2025, NV5, Acuren and their respective legal and financial advisors held a telephonic meeting to discuss outstanding issues on the Merger Agreement, which included the exchange ratio mechanism, the post-closing composition of the Acuren Board, the size of the Acuren termination fee, and whether the termination fee would be payable by Acuren if the Merger Agreement was terminated due to the parties’ failure to obtain the necessary regulatory approvals. Representatives of Acuren indicated that although Acuren believed that its proposal to use a fixed exchange ratio was consistent with the parties’ previous discussions and would simplify the purchase price mechanics, Acuren was amenable to using a floating exchange ratio, if that was NV5’s preference, provided the parties would agree on the appropriate reference price and symmetrical collar. The parties agreed that Acuren would share with NV5 a proposal for the legal description of each approach that could be incorporated into the Merger Agreement.

On May 5, 2025, Greenberg sent to Loeb Acuren’s proposal with respect to the exchange ratio for determining the number of shares of Acuren Common Stock constituting the stock portion of the purchase price. The proposal contemplated that the exchange ratio would be either fixed at signing or floating based on Acuren’s Closing VWAP, with a floor equal to 95% and a ceiling equal to 105% of Acuren’s five-day VWAP as of signing.

Also on May 5, 2025, the NV5 Special Committee met, with representatives of Cooley present, to discuss the latest draft of the Merger Agreement, including, among other things, (i) the structure of the Potential Transaction, including the use of a fixed versus floating exchange ratio (with a collar) for the stock portion of the merger consideration and the importance of protecting NV5 stockholders from volatility in Acuren’s stock price during the period between signing and closing of the Potential Transaction, (ii) the merger consideration to be paid by Acuren to the NV5 stockholders and other equity holders in connection with the Potential Transaction, including whether the proposed transaction consideration of $23.00 per share of NV5 Common Stock reflecting a mix of cash and Acuren Common Stock was in the best interest of NV5’s stockholders relative to other strategic opportunities available to NV5, including continuing as a standalone public company, (iii) the third party approvals required to consummate the Potential Transaction, (iv) the go-shop timing and related procedures, including, in the event that NV5 were to proceed with the Potential Transaction, the importance of (a) providing for a 60-day go-shop period to provide NV5 with sufficient time to solicit and negotiate any alternative proposals with interested third parties and (b) allowing the NV5 Special Committee to direct and control any go-shop process on behalf of NV5, (v) the rational for requiring a tax opinion from Acuren to help support statements to the NV5 stockholders that the stock portion of the consideration would be tax deferred for U.S. federal income tax purposes, and (vi) the amount and triggers of the applicable NV5 and Acuren termination fees, including providing for an Acuren termination fee in the event that Acuren was unable to obtain the necessary debt financing to consummate the Potential Transaction. Discussion ensued, and the NV5 Special Committee directed Cooley to provide feedback to Loeb with respect to the Merger Agreement consistent with such discussion. The NV5 Special Committee then reviewed the revised financial forecasts for NV5 prepared by NV5 management, which revised forecasts had been circulated to the NV5 Special Committee in advance of the meeting. Following discussion, the NV5 Special Committee determined that NV5 management should further revise the NV5 forecasts so that such forecast included the reasonable costs and expenses associated with realizing the inorganic growth rates reflected in the revised forecasts based on NV5’s historical operations and financial performance.

On May 6, 2025, Greenberg sent to Loeb an initial draft of Acuren’s disclosure schedules.

Also on May 6, 2025, representatives of Cooley and Loeb met to discuss the NV5 Special Committee’s feedback with respect to the Merger Agreement, including concerns regarding the amount and mix of the proposed merger consideration, the importance of a 60-day go-shop period should the parties proceed with the Potential Transaction, the importance of obtaining a tax opinion from Acuren and a financing failure termination fee from Acuren.

On May 7, 2025, the NV5 Special Committee met, with Mr. Codispoti and representatives of Cooley present. Representatives of Cooley provided the NV5 Special Committee with the updates from the May 6 discussions with Loeb and advised that the issues raised by the NV5 Special Committee and communicated with Loeb were generally incorporated into the latest draft of the Merger Agreement. Mr. Codispoti then presented the revised financial forecasts for NV5 to the NV5 Special Committee, which revised forecasts incorporated the feedback previously provided by the NV5 Special Committee. The NV5 Special Committee reviewed and discussed the revised forecast with Mr. Codispoti, and after incorporating a change to reflect an acquisition purchase multiple that the NV5 Special Committee viewed as more in-line with NV5’s historical experience and recently issued accounting guidance, approved such revised financial forecasts (the “May NV5 Projections”) for use in connection with the NV5 Special Committee’s mandate under the Special Committee Authorizing Resolutions, and for rendering any opinion requested by the NV5 Special Committee, which May NV5 Projections were the result of the revisions to the NV5 March Projections summarized below under the section “— Certain Prospective Financial Information.” The May NV5 Projections were not provided to Acuren prior to signing the Merger Agreement.

On May 7, 2025, Loeb sent to Greenberg revised drafts of the NV5 Voting Agreements. Among other terms, the drafts provided that the NV5 Voting Agreement with respect to Mr. Wright would automatically terminate if the value of the per share purchase price payable to the NV5 stockholders pursuant to the Merger Agreement, determined as of the date of the applicable NV5 stockholder meeting or consent to vote on the Potential Transaction (based on Acuren’s then-current trading price and 10-day VWAP), would be less than $23.00.

In addition, on May 7, 2025, Jefferies was formally engaged as exclusive financial advisor to Acuren in connection with a potential transaction with NV5.

Also on May 7, 2025, members of the NV5 Board received an unsolicited indication of interest from a financial sponsor (“Party A”) to acquire all of the outstanding shares of NV5 Common Stock for $22.00 per share in cash (the “Party A Offer”). Party A had previously expressed interest in acquiring NV5 in connection with a prior strategic review process conducted by NV5 in 2022, but those discussions terminated without NV5 agreeing to terms with Party A.

On May 8, 2025, the NV5 Board held a meeting, with representatives of Loeb present. The NV5 Board discussed the Party A Offer and the Merger Agreement and directed NV5 to (i) provide an initial response to Party A with respect to the Party A Offer, (ii) inform Sir Martin of the Party A Offer and request that Acuren increase the price per share from the Revised Offer, and (iii) use the Party A Offer as potential leverage to secure the changes to the Merger Agreement as proposed by the NV5 Special Committee. The NV5 Board also discussed whether the 10% collar offered sufficient protection to the NV5 stockholders, Mr. Wright informed the NV5 Board that Acuren had agreed to limit the applicability of his NV5 Voting Agreement such that, in the event the application of the collar would not result in aggregate consideration at closing of $23.00 per share, Mr. Wright would be released from the NV5 Voting Agreement.

Later in the day on May 8, 2025, Mr. Wright called Sir Martin to communicate that the NV5 Board had received an unsolicited indication of interest from a third party to acquire all of the outstanding shares of NV5 Common Stock for a purchase price of $22.00 per share in cash and recommended that Acuren increase its per share offer price from the Revised Offer.

On May 9, 2025, the NV5 Board held a meeting, with representatives of Roth, Loeb and Cooley present. Sir Martin, Mr. Franklin and representatives of Jefferies and Greenberg joined for a portion of the NV5 Board meeting to discuss the Potential Transaction. At such meeting, Sir Martin and Mr. Franklin, on behalf of Acuren, discussed with the NV5 Board the potential benefits of the Potential Transaction for the NV5 stockholders, including that the Potential Transaction would enhance the growth prospects for both companies and that the Revised Offer would provide a premium to the current share price of NV5 Common Stock, with a substantial cash component and an opportunity for NV5 stockholders to participate in the future upside of the combined company. Mr. Pruitt informed Sir Martin that, because of additional consideration being undertaken by the NV5 Special Committee to evaluate Acuren’s offer in light of the Party A Offer, the NV5 Special Committee was not prepared to determine whether to recommend to the NV5 Board that it recommend the offer to NV5’s stockholders. Sir Martin commented on the time and expense incurred by Acuren to date in furtherance of the Potential Transaction and that Acuren would withdraw its Revised Offer on May 12, 2025 if the parties had not finalized the Merger Agreement and approved the Potential Transaction by then, and in such event, that Acuren reserved all rights with respect to the expenses incurred by Acuren in connection with the Potential Transaction.

From May 9, 2025 to May 11, 2025, representatives of Greenberg Traurig and Loeb negotiated the remaining issues in the Merger Agreement, including (i) a closing tax opinion requirement, (ii) a financing failure break-up fee, and (iii) a 60 day go-shop period.

Later in the day on May 9, 2025, Loeb sent to Greenberg a revised draft of the Merger Agreement. Among other terms, the draft Merger Agreement contemplated that (i) the stock portion of the purchase price would be determined based on a floating exchange ratio with a floor equal to 90% and a ceiling equal to 110% of the Acuren Signing VWAP, (ii) the post-closing Acuren Board would include three directors designated by NV5 (including Mr. Wright), (iii) NV5 would receive, as a condition to Closing, a legal opinion from Greenberg to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, (iv) the NV5 Go-Shop Period would be extended from 30 to 60 days and (v) Acuren would pay to NV5 the Termination Fee if the Merger Agreement is terminated due to Acuren’s failure to obtain the Debt Financing and consummate the Closing as required by the Merger Agreement. These terms were accepted by Acuren. Subsequently, on May 9, 2025, Loeb sent to Greenberg an initial draft of the NV5 disclosure schedules.

Also on May 9, 2025, Acuren entered into a non-disclosure agreement with Viking, following which Acuren (i) provided Viking with certain details of the Potential Transaction, (ii) advised Viking that NV5 had requested that Acuren seek a stockholder support agreement from Viking in connection with the Potential Transaction and (iii) provided Viking with a draft of such stockholder support agreement.

Between May 9, 2025 and May 14, 2025, Acuren, NV5 and their respective representatives continued to negotiate the remaining open issues in the Merger Agreement. During the same period, Greenberg and Loeb negotiated the terms of the NV5 Voting Agreements and the Acuren Voting Agreement with respect to the Founder Entity, and representatives of Viking negotiated with Loeb the terms of its Acuren Voting Agreement.

On May 10, 2025, Greenberg sent to Loeb a draft of the Debt Commitment Letter provided by Latham & Watkins (“Latham”), counsel to Jefferies, which Loeb subsequently shared with Cooley who subsequently shared it with the NV5 Special Committee.

Also on May 10, 2025, the Acuren Board appointed a “transaction committee” consisting of James E. Lillie and Rory Cullinan, independent members of the Acuren Board (the “Acuren Transaction Committee”), to exercise powers and authority of the Acuren Board with respect to the Potential Transaction with NV5, including, without limitation, to negotiate (or oversee the negotiation of) and reject or approve (or recommend for approval) the Potential Transaction.

On May 10, 2025 through May 11, 2025, Loeb, Greenberg and Latham negotiated and finalized the terms of the Debt Commitment Letter.

On May 11, 2025, the NV5 Special Committee met, with representatives of each of Cooley and Baird present. Representatives of Baird discussed certain preliminary financial analyses of NV5 based on the May NV5 Projections. Representatives of Cooley then advised the NV5 Special Committee regarding the NV5 Special Committee members’ fiduciary duties in connection with the NV5 Special Committee’s mandate under the Special Committee Authorizing Resolutions. Representatives of Cooley updated the NV5 Special Committee on the Potential Transaction process, including the status of the Merger Agreement and the Debt Commitment Letter. The NV5 Special Committee then discussed Baird’s preliminary analyses, the Potential Transaction, and whether a determination that the NV5 Board should recommend the offer to NV5’s stockholders is in the best interests of NV5 stockholders. The NV5 Special Committee discussed, among other things, (i) the opportunities and challenges facing NV5 and NV5’s ability to achieve management’s financial forecasts in the current macroeconomic environment, (ii) the current financial position of Acuren and the risks associated with achieving the potential synergies to be obtained as part of the Potential Transaction, (iii) the premium to the NV5 stock price implied by the Revised Offer, (iv) the general volatility in the public markets and the collar proposed by Acuren with respect to the stock portion of the Merger Consideration and (v) the 60-day NV5 Go-Shop Period set forth in Merger Agreement, which would allow NV5 to actively solicit additional offers and the likelihood that NV5 would be able to receive a NV5 Superior Proposal (as defined below) from a third party. The NV5 Special Committee also discussed the Potential Transaction and unanimously determined that, in the event that the Potential Transaction were to be approved by the NV5 Board, it would be in the best interests of NV5 and its stockholders to provide for the NV5 Special Committee to oversee and coordinate any such process with a financial advisor to be selected by the NV5 Special Committee to ensure a robust go-shop process.

Later that day, the NV5 Board met to consider the Potential Transaction. The NV5 Board discussed whether the members of the NV5 Board would support moving forward with the Potential Transaction, with any exploration of the Party A Offer to occur during the 60 day go-shop period, in light of a deadline established by Acuren to finalize all transaction-related documents by May 12, 2025. Mr. Pruitt and Mr. Tardan expressed support for a transaction with Acuren at a closing value of $23.00 per share, assuming it would be supported by the financial opinion analysis, and Dr. Dickens and Mr. Freckmann believed that entering into a definitive transaction agreement with Acuren based on the Revised Offer would not be in the best interests of the NV5 stockholders. Messrs. Dickerson and Tong and Ms. O’Brien voted to proceed with the process with Acuren and continue working toward entering into such definitive transaction agreement.

On May 12, 2025, the Acuren Transaction Committee met with Sir Martin and Mr. Franklin and reviewed the Potential Transaction with Acuren’s advisors, following which it unanimously recommended that the Acuren Board approve the Merger Agreement and the Potential Transaction.

On each of May 13 and May 14, 2025, the Acuren Transaction Committee received updates on the negotiations from Sir Martin and Mr. Franklin and met with Acuren’s advisors, and on each such date, reaffirmed such recommendation.

From May 12, 2025 through May 14, 2025, Greenberg Traurig and Loeb exchanged drafts of the Merger Agreement and the disclosure schedules and worked to resolve remaining diligence inquiries based on the disclosure schedules.

On May 14, 2025, the Acuren Board, acting upon the recommendation of the Acuren Transaction Committee, unanimously approved the Merger Agreement and the transactions contemplated thereby.

Also on May 14, 2025, the NV5 Special Committee met, with representatives of Cooley present, to discuss the status of the Potential Transaction and the Merger Agreement, including that the draft Merger Agreement provided NV5 with the ability to solicit, evaluate, consider, negotiate and accept third party offers to acquire NV5 during the NV5 Go-Shop Period. The NV5 Special Committee determined that it would be in the best interests of NV5 and its stockholders if the NV5 Special Committee managed the go-shop process, including appointing advisors to assist the NV5 Special Committee with such go-shop process, and reviewed draft board resolutions authorizing the NV5 Special Committee to oversee and coordinate the go-shop process (the “Special Committee Go-Shop Resolutions”). The NV5 Special Committee also determined to request Baird to serve as the NV5 Special Committee’s financial advisor with respect to the go-shop process. The Special Committee Go-Shop Resolutions, which also included voting procedure provisions such that in the event that the NV5 Special Committee was unable to come to a majority determination with respect to any matter, the chairperson of the NV5 Special Committee would resolve the determination with respect to such matter, were unanimously approved by the NV5 Board on May 14, 2025.

Also on May 14, 2025, the NV5 Special Committee met, with representatives of Baird and Cooley present. Representatives of Cooley reviewed with the members of the NV5 Special Committee their fiduciary duties in connection with the NV5 Special Committee’s mandate under the Special Committee Authorizing Resolutions, including the determination as to whether to recommend to the NV5 Board that the NV5 Board recommend the offer to NV5’s stockholders. Representatives of Baird reviewed and discussed Baird’s financial analyses of the Revised Offer. Thereafter, at the unanimous request of the NV5 Special Committee, Baird verbally rendered its opinion to the NV5 Special Committee (which was subsequently confirmed in writing by delivery of Baird’s written opinion addressed to the NV5 Special Committee and the NV5 Board, dated May 14, 2025), as to the fairness, from a financial point of view, to the holders of NV5 Common Stock (other than the Excluded Shares and Appraisal Shares) of the Merger Consideration to be received by such stockholders in the Merger, as more fully described below in the section entitled “— Opinion of Baird” and the full text of the opinion is attached as Annex D.

The NV5 Special Committee then discussed the factors more fully described below under the caption “— Recommendation of the NV5 Board and Reasons for the Merger” and proceeded to take a vote with respect to the determination whether to recommend to the NV5 Board that it recommend the offer to NV5’s stockholders. Two members of the NV5 Special Committee, Mr. Pruitt and Mr. Tardan, voted in favor of recommending that the Board recommend the offer to the NV5 stockholders, and two members of the NV5 Special Committee, Dr. Dickins and Mr. Freckmann, voted against recommending that the NV5 Board recommend the offer to the NV5 stockholders based on the factors more fully described below under the caption “— Recommendation of the NV5 Board and Reasons for the Merger — Reasons for Dr. Dickins’ and Mr. Freckmann’s Votes Against the Merger.” As the NV5 Special Committee did not reach a majority determination, Mr. Pruitt, as the Chairman of the NV5 Special Committee, based on the NV5 Special Committee’s understanding of the effect of the voting procedure provisions of the Special Committee Go-Shop Resolutions, acted to resolve the determination with respect to such matter. Based on the NV5 Special Committee’s belief that Mr. Pruitt had authority to resolve such matter, the NV5 Special Committee reported to the NV5 Board that it recommended that the NV5 Board recommend the offer to NV5’s stockholders.

Shortly following the NV5 Special Committee meeting on May 14, 2025, the NV5 Board met, with members of NV5 management and representatives of each of Cooley, Loeb and Baird present. Mr. Pruitt informed the NV5 Board of the events of the NV5 Special Committee meeting and the determination of the NV5 Special Committee to recommend that the NV5 Board recommend the offer to the NV5 stockholders. Representatives of Baird reviewed and discussed Baird’s financial analysis of the Revised Offer. Thereafter, at the request of the NV5 Board, Baird verbally rendered its opinion to the NV5 Board (which was subsequently confirmed in writing by delivery of Baird’s written opinion addressed to the NV5 Special Committee and the NV5 Board dated May 14, 2025), as to the fairness, from a financial point of view, to the holders of NV5 Common Stock (other than the Excluded Shares and Appraisal Shares) of the Merger Consideration to be received by such stockholders in the Merger, as more fully described below in the section entitled “— Opinion of Baird” and the full text of the opinion is attached as

Annex D. The NV5 Board then discussed, deliberated and considered the factors and reasons for the Merger as more fully described below in the section entitled “— Recommendation of the NV5 Board and Reasons for the Merger.” Mr. Dickerson then called for the NV5 Board to vote with respect to the Potential Transaction, including the Revised Offer. Five members of the NV5 Board voted to approve the Merger Agreement and recommend the Potential Transaction to the NV5 stockholders, and two members, Dr. Dickins and Mr. Freckmann, voted against the approval of the Merger Agreement and recommendation of the Potential Transaction to the NV5 stockholders based on the factors more fully described in below in the section entitled “— Recommendation of the NV5 Board and Reasons for the Merger — Reasons for Dr. Dickins’ and Mr. Freckmann’s Votes Against the Merger.” Loeb informed Greenberg Traurig of the result of the NV5 Board meeting and Loeb and Greenberg Traurig finalized the NV5 Voting Agreements and the Acuren Voting Agreements and coordinated the execution and delivery of the Merger Agreement.

Later on May 14, 2025, the NV5 Board received an unsolicited indication of interest from a financial sponsor (“Party B”) to acquire all of the outstanding shares of NV5 Common Stock for $21.50 per share in cash.

After the close of regular trading on Nasdaq and the NYSE on May 14, 2025, Acuren and NV5 executed and delivered the Merger Agreement, the NV5 Voting Agreements and the Acuren Voting Agreements.

On the morning of May 15, 2025, Acuren and NV5 issued a joint press release announcing the execution of the Merger Agreement.

On May 16, 2025, NV5 and Party A entered into a confidentiality agreement, including customary standstill and fallaway provisions.

On May 17, 2025, NV5 and Party B entered into a confidentiality agreement, including customary standstill and fallaway provisions.

On May 18, 2025, the NV5 Special Committee met with representatives of Cooley present. The NV5 Special Committee discussed the engagement with Baird pursuant to which Baird would serve as the NV5 Special Committee’s financial advisor with respect to the go-shop process and determined to formally engage Baird in such capacity. Later that day, NV5 and the NV5 Special Committee engaged Baird as the NV5 Special Committee’s financial advisor with respect to the go-shop process.

Beginning on May 19, 2025, at the direction of the NV5 Special Committee, representatives of Baird contacted parties regarding a potential alternative acquisition transaction to acquire all of the outstanding shares of NV5 Common Stock (the “Alternative Acquisition”). In addition to Party A and Party B, Baird contacted 49 potential parties regarding the Alternative Acquisition, with 44 parties indicating that they were not interested in pursuing further discussions regarding the Alternative Acquisition and 5 parties not responding.

On May 21, 2025, Baird made available a virtual dataroom containing due diligence materials to each of Party A and Party B and its respective advisors.

On June 9, 2025, in light of the circumstances surrounding the voting procedures of the NV5 Special Committee Go-Shop Resolutions and the nature of the recommendation of the NV5 Special Committee, after discussion with Acuren and the respective legal advisors of the NV5 Special Committee, NV5 and Acuren, the NV5 Board determined it was in the best interests of NV5 and the NV5 stockholders for the NV5 Board to ratify the Merger Agreement pursuant to applicable provisions of the DGCL. The parties are continuing to discuss whether the Merger Agreement should be amended to remove the references to the NV5 Special Committee’s recommendation.

Recommendation of the Acuren Board and Reasons for the Merger

On May 14, 2025, the Acuren Board unanimously (i) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Acuren Stock Issuance, (ii) determined the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Acuren Stock Issuance, are fair to, and in the best interests of, Acuren and its stockholders, and (iii) resolved to recommend that the holders of Acuren Common Stock approve the Acuren Stock Issuance. The Acuren Board unanimously recommends that Acuren stockholders vote “FOR” the Acuren Stock Issuance Proposal.

In evaluating the Merger Agreement, the Acuren Board consulted with Acuren management, outside legal counsel and its financial advisors. The Acuren Board considered a number of factors when evaluating the Merger, many of which support the Acuren Board’s determination that the transactions contemplated by the Merger Agreement were fair to and in the best interests of Acuren and its stockholders. The Acuren Board considered these factors as a whole and without assigning relative weights to each such factor, and overall considered the relevant factors to be favorable to, and in support of, its determinations and recommendations. The factors included (not necessarily presented in order of importance):

•        the complementary businesses of Acuren and NV5 and the belief that the Merger will create an industry-leading testing, inspection, and engineering platform;

•        the belief that the Merger will create a large combined pro forma total addressable market, with growth at mid-single to high-single digits;

•        the belief that the Merger will provide strong organic growth and high free cash flow conversion;

•        the belief of Acuren’s management that the combined company will be better able to withstand the cyclical nature of the TICC industry;

•        the belief of Acuren’s management that the combined company will have a stronger financial profile through greater size, scale and enhanced cash flow generation;

•        the belief that the Merger will provide approximately $20.0 million a year in administrative, insurance, and other operating cost synergies;

•        the fact that the Merger will create significant commercial cross-sell opportunities for both companies;

•        that Acuren stockholders will have a meaningful and majority ownership interest in the combined company, with an expected pro forma ownership of approximately 60% on a fully diluted basis, giving the Acuren stockholders the ability to participate meaningfully in any potential future increases in value of the combined company’s common stock;

•        the belief that the M&A experience and strong pipeline of acquisitions of each of NV5 and Acuren may allow the combined company to be the acquiror of choice in future potential acquisitions;

•        the belief that Acuren and NV5 have expertise in complementary product, process and system technologies which will strongly position the combined company to address the needs of its customers and global TICC trends;

•        the fact that the combined company will continue to be led by its current Chief Executive Officer and Chief Financial Officer and that all of Acuren’s current directors will continue to serve as directors of the combined company board, which the Acuren Board believes will enhance the likelihood of attaining the strategic benefits that Acuren expects to derive from the Merger;

•        the belief that the Merger would increase Acuren’s appeal to public investors due to the increase in public float, diversity of stockholder base and broadened research coverage by analysts;

•        the belief that Acuren would benefit from the expertise of NV5’s Executive Chairman and Chief Executive Officer, each of whom are expected to remain actively involved in the combined company;

•        the belief that the Merger will be accretive to Acuren stockholders in the first full year following the Merger;

•        the expectation that the combined company’s board, management team and employees will benefit from the talent, expertise and best practices of each of Acuren and NV5;

•        the belief that the combined company will have a more diversified global customer base and end markets that will accelerate Acuren’s diversification objectives;

•        the belief that the financing commitments obtained to pay the cash portion of the Merger Consideration were on reasonable terms for Acuren;

•        the terms of the Merger Agreement, including the structure of the transaction, the conditions to each party’s obligation to complete the Merger, the ability of the Acuren Board to engage with third parties regarding alternative proposals in certain circumstances and the ability of the Acuren Board to change its recommendation with respect to the transactions contemplated by the Merger Agreement under certain circumstances;

•        the belief that the restrictions imposed on Acuren’s business and operations during the pendency of the Merger are reasonable and not unduly burdensome;

•        the likelihood of consummation of the Merger and the Acuren Board’s evaluation of the likely timeframe necessary to close the Merger;

•        the fact that NV5 is obligated to pay a termination fee in certain circumstances, as more fully described under “The Merger Agreement — Expenses and Termination Fees Relating to the Termination of the Merger Agreement”;

•        that Acuren stockholders will have the opportunity to vote on the Acuren Stock Issuance Proposal, which is a condition precedent to the Merger; and

•        the Acuren Board’s knowledge of, and discussions with Acuren senior management and its advisors regarding, Acuren’s and NV5’s business operations, financial conditions, results of operations and prospects, taking into account Acuren’s due diligence investigation of NV5.

The Acuren Board also considered a variety of risks and other potentially negative factors concerning the Merger Agreement and the related transactions contemplated thereby. These factors included (not necessarily presented in order of relative importance):

•        the possibility that the Merger may not be completed or that completion may be unduly delayed for reasons beyond the control of Acuren or NV5, including the failure to receive necessary regulatory approvals or obtain Acuren stockholder approval of the Acuren Stock Issuance Proposal or obtain NV5 stockholder approval of the NV5 Merger Proposal;

•        the potential that the floating Exchange Ratio under the Merger Agreement could result in Acuren issuing additional shares of Acuren Common Stock if the Acuren VWAP decreases from the price of VWAP as of the date of the Merger Agreement, and the potential that the collar on the floating Exchange Ratio under the Merger Agreement could result in Acuren delivering greater value to NV5 stockholders than had been anticipated by Acuren;

•        that there are significant risks inherent in integrating the operations of Acuren into NV5, including that the expected synergies may not be realized, and that successful integration will require the dedication of significant management resources, which will temporarily detract attention from the day-to-day businesses of the combined company;

•        that the Merger Agreement provides that, in certain circumstances, Acuren could be required to pay a termination fee of $48.6 million to NV5;

•        that the restrictions on the conduct of Acuren’s business prior to the consummation of the Merger, although believed to be reasonable and not unduly burdensome, may delay or prevent Acuren from undertaking business opportunities that may arise or other actions it would otherwise take with respect to the operations of Acuren pending the consummation of the Merger;

•        that the Merger Agreement restricts Acuren’s ability to entertain other acquisition proposals unless certain conditions are satisfied;

•        that NV5 is entitled to a 60-day go shop period, during which NV5 may receive a NV5 Superior Proposal and terminate the Merger Agreement;

•        that the NV5 stockholders may not approve the NV5 Merger Proposal;

•        that Acuren’s indebtedness will substantially increase as a result of the consummation of the Merger;

•        the risk that NV5’s financial performance may not meet Acuren’s expectations;

•        that while the Merger Agreement permits the Acuren Board to change its recommendation in certain circumstances, the Merger Agreement does not permit Acuren to terminate the Merger Agreement in order to enter into an alternative transaction;

•        the substantial costs to be incurred in connection with the Merger, including the costs of the Acuren Stock Issuance, integrating the businesses of Acuren and NV5, and the other transaction costs to be incurred in connection with the Merger;

•        the possibility of losing key employees and skilled workers as a result of the expected consolidation of Acuren’s and NV5’s personnel when the Merger is completed;

•        the potential for litigation relating to the Merger and the associated costs, burden and inconvenience involved in defending those proceedings; and

•        other risks of the type and nature described in the section titled “Risk Factors.”

After taking into account the factors set forth above, as well as others, the Acuren Board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the transaction were outweighed by the potential benefits of the transaction to Acuren stockholders.

The foregoing discussion of the information and factors considered by the Acuren Board in reaching its conclusion and recommendations includes all of the material factors considered by the Acuren Board with respect to the Merger but is not intended to be exhaustive and is not provided in any specific order or ranking. In view of the wide variety of factors considered by the Acuren Board in evaluating the Merger Agreement and the related transactions contemplated thereby, and the complexity of these matters, the Acuren Board did not find it practicable to, and did not attempt to, quantify, rank or otherwise assign relative weight to those factors. In addition, different members of the Acuren Board may have given different weight to different factors. The Acuren Board did not reach any specific conclusion with respect to any of the factors considered and instead conducted an overall analysis of such factors and determined that, in the aggregate, the potential benefits considered outweighed the potential risks or possible negative consequences of approving the Merger Agreement and the issuance of Acuren Common Stock pursuant to the Merger Agreement.

It should be noted that this explanation of the reasoning of the Acuren Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Statement Regarding Forward-Looking Statements.”

Recommendation of the NV5 Board and Reasons for the Merger

Recommendation of the NV5 Board

On May 14, 2025, the NV5 Board:

•        determined that the Merger Agreement and the Merger is fair to, and in the best interests of, NV5 and its stockholders;

•        approved and declared advisable the Merger Agreement and the Merger;

•        directed that the Merger Agreement be submitted for adoption at a meeting of NV5 stockholders; and

•        recommended that NV5 stockholders vote in favor of the adoption of the Merger Agreement.

ACCORDINGLY, THE NV5 BOARD HAS APPROVED THE MERGER AGREEMENT AND RECOMMENDS THAT NV5 STOCKHOLDERS VOTE “FOR” THE MERGER AGREEMENT PROPOSAL.

In reaching its decision to approve and declare advisable the Merger Agreement and the Merger, the NV5 Board, as described above in the section entitled “— Background of the Merger”, held a number of meetings, consulted with NV5’s senior management and its outside legal counsel and financial advisors, and considered the

business, assets and liabilities, results of operations, financial performance, strategic direction and prospects of NV5 and Acuren. On May 14, 2025, after due consideration and consultation with NV5’s senior management and its outside legal counsel and financial advisors, by a majority vote, the NV5 Board approved and declared advisable the Merger Agreement and the Merger and recommended that NV5 stockholders vote in favor of the adoption of the Merger Agreement.

Reasons for the Merger

In making its determination, the NV5 Board focused on a number of factors, including the following (which are not necessarily presented in order of their relative importance to the NV5 Board):

•        Increased Revenue in the Short- and Long-Term:    The combined company resulting from the Merger would have had combined revenue of over $2 billion and adjusted EBITDA and adjusted EBITDA margin, including synergies, of approximately $350 million and 17.2%, respectively.

•        Significant Value to NV5 Stockholders.    The transactions contemplated by the Merger Agreement are expected to provide significant value to NV5 stockholders overall, considering both the potential to provide immediate liquidity to NV5 stockholders in the form of the per share cash payment and the potential for current NV5 stockholders to realize long-term value as stockholders of the combined company following the consummation of the Merger.

•        Premium to Current Equity Price.    The Merger Consideration per share of NV5 Common Stock to be paid by Acuren consisting of a base cash amount of $10.00 per share and $13.00 of Acuren Common Stock per share, which Merger Consideration implied an equity value of $23.00 per share of NV5 Common Stock, based on Acuren’s closing stock price on May 14, 2025, the last full trading day prior to the announcement of the transaction and NV5’s outstanding shares as of the same date, would provide NV5 stockholders with the opportunity to receive approximately a 32% premium over the 30-day VWAP of NV5 Common Stock.

•        Future Appreciation.    The Merger and the Merger Consideration offered in connection therewith will provide NV5 stockholders with ownership of approximately 40% of Acuren on a pro forma basis (see the section “Unaudited Pro Forma Condensed Combined Financial Information — Notes to the Unaudited Pro Forma Condensed Combined Financial Information” for additional information regarding the calculation of stockholder ownership post-Merger) and, therefore, allow NV5 stockholders to participate through the stock portion of the Merger Consideration in any appreciation in the equity value of Acuren, including as a result of the synergies expected to result from the Merger.

•        Loss of Opportunity.    The possibility that, if the NV5 Board did not approve the Merger Agreement, there may not be another opportunity for the NV5 stockholders to receive a comparably priced offer with a comparable level of closing certainty. The NV5 Board considered Acuren’s position that the April 24, 2025 offer was its ‘best and final’ offer (as described in the section of this joint proxy statement/prospectus captioned “— Background of the Merger”).

•        Senior Management Support:    The strong recommendation of NV5’s senior management in favor of the Merger, and their conclusion that there was a compelling rationale for a combination with Acuren given the strategic, operational and financial benefits from the Merger, including greater scale and reach across Acuren’s NDT customer base that would produce an industry leading operating model and diversified end market mix, and that the combined company would have a strong revenue growth trajectory, rapid deleveraging capability through superior cash flow conversion, and a healthy capital allocation balance.

•        Strategic Benefits.    The Merger provides compelling strategic and financial benefits in which NV5 stockholders would participate through the stock portion of the Merger Consideration, including the expectation of the NV5 Board that the transaction will provide the combined company with significant cash generation expected to lead to expeditious deleveraging to below 3x net leverage in line with long-term assets combined with a strong pipeline of future merger and acquisition opportunities benefitting from increased scale and access to capital and the expertise of NV5’s Executive Chairman and Chief Executive Officer, each of whom are expected to remain actively involved in the combined company.

•        Opinion of Baird.    The financial analyses reviewed by Baird with, and its oral opinion rendered to, the NV5 Special Committee and NV5 Board (each in its capacity as such) on May 14, 2025, which was subsequently confirmed in its written opinion dated May 14, 2025, as of the date thereof and based upon and subject to the various assumptions, qualifications and limitations set forth in such written opinion, as to the fairness, from a financial point of view, to the holders of NV5 Common Stock (other than Excluded Shares and Appraisal Shares) of the Merger Consideration to be received by such holders in the Merger.

•        Supervision by the NV5 Special Committee.    The fact that consideration and negotiation of the terms of the Merger Agreement were conducted in coordination with the NV5 Special Committee, the members of which are not officers or employees of NV5, are not affiliated with either NV5 or Acuren other than solely in their capacity as directors of NV5, are disinterested under Delaware law and do not have any interests in the Merger different from, or in addition to, those of the NV5 public stockholders, other than as described under “— Interests of NV5’s Executive Officers and Non-Employee Directors in the Merger,” including that (i) the NV5 Special Committee held numerous formal meetings to discuss and evaluate Acuren’s proposal and the transactions contemplated by the Merger Agreement, (ii) each member of the NV5 Special Committee was actively engaged in the process, (iii) the NV5 Special Committee retained, and had the benefit of advice from, independent and nationally recognized legal and financial advisors, and (iv) the terms of the Merger Agreement (including the Merger Consideration, the 60 day go-shop period, failure of financing termination fee and price collar on the floating Exchange Ratio provision) was the result of NV5 management’s arm’s-length negotiations with Acuren in coordination with, and with input from, the NV5 Special Committee.

•        Acuren’s Business Condition and Prospects.    The information and discussions with NV5’s senior management and outside legal counsel and financial advisors regarding their diligence review of Acuren’s business, assets, financial condition, results of operations, current business strategy and prospects, including the historical operational and market performance of Acuren, quality of earnings, size and scale of Acuren and the expected pro forma effect of the Merger on the combined company.

•        Terms of the Agreements.    The review by the NV5 Board with its outside legal counsel and financial advisors of the structure of the Merger and the financial and other terms of the Merger Agreement, including the parties’ representations, warranties and covenants, the conditions to their respective obligations to complete the Merger and the termination provisions as well as the likelihood of consummation of the Merger and the evaluation by the NV5 Board of the likely time period necessary to complete the Merger.

•        Appraisal Rights.    NV5 stockholders have the right to exercise their statutory appraisal rights under Section 262 of the DGCL and receive payment of the fair value of their shares of the NV5 Common Stock in lieu of the Merger Consideration, subject to and in accordance with the terms and conditions of the Merger Agreement and the DGCL, unless and until any such NV5 stockholder fails to perfect or effectively withdraws or loses such holder’s rights to appraisal and payment under the DGCL.

The NV5 Board also considered the following specific aspects with respect to the Merger Agreement:

•        the fact that there was fully committed Debt Financing and no closing condition relating to the Debt Financing as well as the limited number of other closing conditions included in the Merger Agreement, including the exceptions to the events that would constitute a Material Adverse Effect on NV5 for purposes of the Merger Agreement, as well as the likelihood of satisfaction of all conditions to completion of the transactions;

•        the ability of NV5 stockholders to approve or reject the Merger by voting on the adoption of the Merger Agreement;

•        NV5’s ability during a 60-day go-shop period to solicit, seek, initiate, propose or induce the making, submission or announcement of, or encourage, facilitate or assist, any NV5 Alternative Acquisition Proposal (as defined in the Merger Agreement) or any proposal, inquiry or offer that would constitute, or would reasonably be expected to lead to, an NV5 Alternative Acquisition Proposal, provide any non-public information and data relating to NV5 and afford to any such third parties access to the business, properties, assets, books, records or other non-public information, or to any personnel, of NV5 and engage in, enter into, continue or otherwise participate in, discussions or negotiations with any third parties with respect to an NV5 Alternative Acquisition Proposal or inquiry with respect to an

NV5 Alternative Acquisition Proposal, and cooperate with or assist or participate in or facilitate any NV5 Alternative Acquisition Proposal or any inquiry with respect to an NV5 Alternative Acquisition Proposal or any effort or attempt to make any NV5 Alternative Acquisition Proposal, subject to receipt of an Acceptable Confidentiality Agreement (as defined in the Merger Agreement) and compliance with certain “matching rights” in favor of Acuren contained in the Merger Agreement;

•        the fact that the NV5 Board has the right, after complying with specified covenants and prior to the NV5 stockholder approval being obtained, to change its recommendation to the NV5 stockholders that they vote in favor of the adoption of the Merger Agreement if the NV5 Board determines in good faith after consultation with NV5’s outside legal counsel and financial advisors, that as a result of an NV5 Superior Proposal or certain intervening events the failure to change its recommendation would be inconsistent with its fiduciary duties to NV5’s stockholders under applicable Delaware law;

•        the requirement that, in the event of the termination of the Merger Agreement under certain circumstances, including the failure to obtain the Debt Financing, Acuren will pay NV5 a termination fee of $48.6 million;

•        the NV5 Board’s view as to the likelihood that the Merger will be consummated, based on, among other things, the commitments by the parties to the Support Agreements;

•        the fact that under certain circumstances Acuren may be required to pay NV5 an expense reimbursement of all of NV5’s expenses incident to preparing for, entering into and carrying out the Merger Agreement and the consummation of the Merger in the event that the Merger Agreement is terminated for failure to receive regulatory approval; and

•        NV5’s right to terminate the Merger Agreement under certain circumstances, including in order to accept and enter into a definitive agreement with respect to an unsolicited NV5 Superior Proposal in certain circumstances, subject to providing Acuren an opportunity to match such offer prior to taking such action and payment to Acuren of a termination fee of $48.6 million if the Merger Agreement is so terminated (or $24.3 million during the NV5 Go-Shop Period), which amount the NV5 Board believes to be reasonable under the circumstances, taking into account the range of such termination fees in similar transactions.

The NV5 Board weighed these advantages and opportunities against a number of potentially negative factors in its deliberations concerning the Merger Agreement and the Merger, including:

•        the fact that the Merger might not be consummated in a timely manner, or at all, due to a failure of certain conditions to the closing of the Merger;

•        the risk that Acuren’s financial performance may not meet NV5’s expectations, including as a result of Acuren having reported that it identified a material weakness in its internal controls over financial reporting, and that significant investments in information technology will likely be required to remediate such material weakness;

•        the risk that the trading price of the Acuren Common Stock during the pendency of the transactions contemplated by the Merger Agreement falls below the Exchange Ratio collar, resulting in NV5 stockholders receiving less than the implied equity value of $23.00 per share of NV5 Common Stock, based on Acuren’s closing stock price on May 14, 2025, the last full trading day prior to the announcement of the transaction and NV5’s outstanding shares as of the same date;

•        the fact that Acuren currently has $771.1 million of outstanding indebtedness, and, that in connection with the Merger, will be incurring an additional $850.0 million of indebtedness, which will require Acuren to use a substantial portion of its cash flows from operations to pay interest and principal on such indebtedness and may limit Acuren’s ability to obtain future financing, which may in turn limit its ability to implement its business strategy, heighten its vulnerability to downturns in its business, the industry, or in the general economy and limit its flexibility for future planning;

•        the impact of external factors on Acuren’s financial performance and/or trading multiples, including changes in regulation and other macroeconomic and political factors;

•        the difficulties and management challenges inherent in completing the Merger and integrating the business, operations and workforce of NV5 and Acuren, the risk of not capturing or realizing the anticipated synergies, and the risk that other anticipated benefits of the Merger might not be realized;

•        the amount of time it could take to complete the Merger, including that completion of the Merger depends on factors outside of NV5’s or Acuren’s control, and the risk that the pendency of the Merger for an extended period of time following the announcement of the execution of the Merger Agreement could have an adverse impact on NV5 or Acuren, including their respective customer, supplier and other business relationships;

•        the fact that Acuren Common Stock had historically had low average daily trading volume prior to the publication of market rumors regarding the potential Merger, which might negatively impact the ability of NV5 stockholders to readily sell their shares of Acuren Common Stock following the consummation of the Merger should an active trading market not develop for the combined company;

•        the possible diversion of management attention for an extended period of time during the pendency of the Merger;

•        the risk that, despite the retention efforts of NV5 and Acuren prior to the consummation of the Merger, NV5 and Acuren may lose key personnel;

•        the provisions of the Merger Agreement that prohibit NV5 from soliciting other acquisition proposals and the potential payment to Acuren by NV5 of a termination fee of $48.6 million if the Merger Agreement is so terminated (or $24.3 million during the NV5 Go-Shop Period), as described in the section entitled “The Merger Agreement — Expenses and Termination Fees Relating to the Termination of the Merger Agreement”;

•        that certain provisions of the Merger Agreement, including the $48.6 million termination fee if the Merger Agreement is so terminated (or $24.3 million during the NV5 Go-Shop Period), may have the effect of discouraging alternative proposals to acquire NV5;

•        the potential for litigation relating to the Merger and the associated costs, burden and inconvenience involved in defending those proceedings;

•        the restrictions in the Merger Agreement on the conduct of NV5’s business during the period between execution of the Merger Agreement and the consummation of the Merger, including that NV5 must conduct its business only in the ordinary course, subject to specific limitations, and a prohibition on NV5 entering into significant mergers and acquisitions, which could negatively impact NV5’s ability to pursue certain business opportunities or strategic transactions;

•        the risk that regulatory agencies may delay, object to and challenge the Merger or may impose terms and conditions in order to resolve those objections that adversely affect the financial results of NV5 or Acuren; see the section entitled “The Merger — Regulatory Approvals”;

•        the risk that the Merger Consideration will be adjusted if the Acuren Closing VWAP is greater than the Acuren Signing VWAP resulting in current NV5 equity holders owning a smaller percentage of Acuren after Closing and the collar mechanism may not fully protect NV5 stockholders;

•        NV5 has incurred and will incur substantial costs in connection with the transactions contemplated by the Merger Agreement, even if such transactions are not consummated;

•        the risk that the cash portion of the Merger Consideration to be received by NV5 stockholders may result in taxable gain for U.S. federal income and other tax purposes;

•        the fact that two of NV5’s seven (7) directors, Dr. Dickins and Mr. Freckmann, voted “AGAINST” the proposal to approve the Merger Agreement, declare the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, to be advisable and in the best interests of NV5 and its stockholders, and recommend adoption of the Merger Agreement by NV5 stockholders, as described in more detail below in “— Reasons for Dr. Dickins’ and Mr. Freckmann’s Votes Against the Merger”); and

•        the risks of the type and nature described in the section entitled “Risk Factors” and the matters described in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

The NV5 Board considered all these factors as a whole and, on balance, a majority of the NV5 Board concluded that they supported a favorable determination to approve the Merger Agreement and to make its recommendations to NV5 stockholders.

In addition, the NV5 Board was aware of and considered the interests of its directors and executive officers that are different from, or in addition to, the interests of NV5 stockholders generally, including the treatment of equity awards held by such directors and executive officers in the Merger described in the section entitled “Interests of NV5’s Executive Officers and Non-Employee Directors in the Merger” and the obligation of the surviving company to indemnify NV5 directors and officers against certain claims and liabilities.

The foregoing discussion of the information and factors that the NV5 Board considered is not intended to be exhaustive, but rather is meant to include many of the material factors that the NV5 Board considered. The NV5 Board reached the conclusion to approve the Merger Agreement and the Merger in light of the various factors described above and other factors that the members of the NV5 Board believed were appropriate. In view of the complexity and wide variety of factors, both positive and negative, that the NV5 Board considered in connection with its evaluation of the Merger, the NV5 Board did not find it practical, and did not attempt, to quantify, rank or otherwise assign relative or specific weights or values to any of the factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the NV5 Board. In considering the factors discussed above, individual directors may have given different weights to different factors. The NV5 Board carefully considered all of the factors described above as a whole.

The foregoing descriptions of NV5’s consideration of the factors supporting the Merger are forward-looking in nature. This information should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Reasons for Dr. Dickins’ and Mr. Freckmann’s Votes Against the Merger

At the meeting of the Board of Directors on May 14, 2025, Dr. Dickins and Mr. Freckmann voted “AGAINST” the NV5 Board’s determination that the Merger Agreement and the Merger are fair to, and in the best interests of, NV5 and its stockholders; approval of the Merger Agreement and the Merger; direction that the Merger Agreement be submitted for adoption at a meeting of NV5 stockholders; and recommendation that NV5 stockholders vote in favor of the adoption of the Merger Agreement. In reaching their decisions, each of Dr. Dickins and Mr. Freckmann indicated to the NV5 Board at the May 14, 2025 meeting, and at prior meetings during which the NV5 Board and the NV5 Special Committee considered the transaction, that the following potentially negative factors outweighed the potential benefits of the transaction:

•        Dr. Dickins’ and Mr. Freckmann’s view that the Merger Consideration meaningfully undervalues NV5 by failing to reflect the full value of NV5’s assets and its standalone plan; and

•        Dr. Dickins’ and Mr. Freckmann’s view that the timing of the transactions is not consistent with maximizing stockholder value in light of (i) the fact that the value of NV5’s common stock was negatively impacted by recent macroeconomic events, such as the announcement of increased tariffs by the United States government, and did not fully reflect NV5’s positive financial performance over the past fiscal quarter and anticipated future financial performance, (ii) the absence of a pre-signing market check to determine whether the Merger Consideration was the highest value reasonably available to the NV5 stockholders, including in light of the all-cash $22.00 per share offer received from Party A, and (iii) the risks associated with combining NV5 with Acuren, including the risk that Acuren may not be able to achieve future financial performance consistent with its guidance (including as a result of certain material weaknesses identified by Acuren in its internal controls over financial reporting) and the amount of outstanding indebtedness of Acuren following the consummation of the Merger and the risks associated with servicing such indebtedness, in each case, as described in more detail above in “— Reasons for the Merger.”

The foregoing factors considered by Dr. Dickins and Mr. Freckmann reflect a summary of the views expressed by Dr. Dickins and Mr. Freckmann during meetings of the NV5 Board and the NV5 Special Committee in connection with the consideration of the Merger. It is not intended to be exhaustive, but rather includes what the NV5 Board considers to be the material factors cited by Dr. Dickins and Mr. Freckmann in reaching their decision to vote “AGAINST” the NV5 Board’s determination that the Merger Agreement and the Merger are fair to, and in the best interests of, NV5 and its stockholders; approval of the Merger Agreement and the Merger; direction that the Merger Agreement be submitted for adoption at a meeting of NV5 stockholders; and recommendation that NV5 stockholders vote in favor of the adoption of the Merger Agreement. The above factors are not presented in any order of priority.

It should be noted that this explanation of the reasoning of the NV5 Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Statements Regarding Forward-Looking Statements.”

Certain Prospective Financial Information

Neither Acuren nor NV5, as a matter of course, makes public long-term projections as to future revenues, earnings or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. However, Acuren management and NV5 management prepared certain unaudited forecasted financial information, which was made available to Acuren management, the NV5 Board and their respective financial advisors, Jefferies, Roth and Baird, as and to the extent further described below, in connection with the evaluation of the proposed Merger.

The unaudited forecasted financial information was prepared separately by Acuren management and NV5 management treating each company on a standalone basis, without giving effect to the proposed Merger and using, in some cases, different assumptions. The unaudited forecasted financial information of the companies is not intended to be added together, and adding the unaudited forecasted financial information together for the two companies is not intended to represent the results the combined company will achieve if the Merger is completed, nor is it intended to represent forecasted financial information for the combined company if the Merger is completed.

The inclusion of the unaudited forecasted financial information set forth below should not be regarded as an indication that any of Acuren, NV5, Jefferies, Roth, Baird or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future results. Readers of this document are cautioned not to place undue reliance on the unaudited forecasted financial information.

The unaudited forecasted financial information was, in general, prepared solely for internal use and is subjective in many respects. As a result, there can be no assurance that the forecasted results will be realized or that actual results will not be significantly higher or lower than estimated. Since the unaudited forecasted financial information covers multiple years, such information by its nature becomes less predictive with each successive year. The estimates and assumptions underlying the unaudited forecasted financial information involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions which may not materialize and that are inherently subject to significant uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the control of Acuren or NV5 and will be beyond the control of the combined company. In particular, the unaudited forecasted financial information assumes that no global economic downturn would occur in the relevant period.

NV5 stockholders are urged to review NV5’s Annual Report on Form 10-K for the 2024 fiscal year, and its subsequent Quarterly Reports on Form 10-Q, for a description of risk factors with respect to NV5’s business. See the sections entitled “Where You Can Find More Information” beginning on pages 240 and 241, respectively. Acuren stockholders are urged to review the financial statements of Acuren included in this joint proxy statement/prospectus, as well as the section entitled “Acuren Corporation Management’s Discussion and Analysis” beginning on page 194. Acuren stockholders and NV5 stockholders are also urged to review the sections entitled “Cautionary Statement Regarding Forward-Looking Statements,” “Risk Factors,” and “Unaudited Pro Forma Condensed Combined Financial Information” beginning on pages 28, 30 and 166, respectively. The unaudited forecasted financial information was not prepared with a view toward public disclosure, nor was it prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information but, in the view of Acuren’s and NV5’s

management, as applicable, was prepared on a reasonable basis, reflects the best available estimates and judgments as of the date of preparation, and presents, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of Acuren and NV5, as applicable. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this joint proxy statement/prospectus are cautioned not to place undue reliance on the unaudited forecasted financial information. The unaudited forecasted financial information included in this document has been prepared by, and is the responsibility of, Acuren’s and NV5’s management. Neither of the independent accountants of Acuren or NV5 or any other independent accountants, have audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying unaudited forecasted financial information and, accordingly, the independent accountants do not express an opinion or any other form of assurance with respect thereto and assume no responsibility for, and disclaim any association with, the unaudited forecasted financial information.

The report of PricewaterhouseCoopers LLP included elsewhere in this joint proxy statement/prospectus relates to Acuren’s historical audited consolidated financial statements accompanying such report. The report of Deloitte & Touche LLP incorporated by reference in this joint proxy statement/prospectus relates to NV5’s historical audited consolidated financial statements that are incorporated by reference herein. None of the foregoing reports extend to the unaudited forecasted financial information and should not be read to do so.

Certain of the financial measures included in the unaudited forecasted financial information are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from similarly titled non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the unaudited financial forecasted information, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the unaudited forecasted financial information is not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Accordingly, no reconciliation of the financial measures included in the unaudited forecasted financial information is provided in this joint proxy statement/prospectus.

NEITHER ACUREN NOR NV5 HAVE UPDATED OR INTEND TO UPDATE OR OTHERWISE REVISE THE UNAUDITED FORECASTED FINANCIAL INFORMATION TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH UNAUDITED FORECASTED FINANCIAL INFORMATION ARE NO LONGER APPROPRIATE.

Acuren Unaudited Forecasted Financial Information

The following table presents select unaudited forecasted financial information of Acuren on a standalone basis for the fiscal years ending December 31, 2025 through December 31, 2030 and was prepared by Acuren management. This information, which is referred to as the Acuren unaudited forecasted financial information, was provided to NV5 and Roth in March 2025:

____________

(1)      Calculated as earnings before interest, taxes, depreciation and amortization, as adjusted to exclude one-time charges and benefits and certain non-cash items, including acquisition related transaction and integration expenses, ASP Acuren transaction related expenses, public company business transformation costs, non-cash stock compensation expenses and other non-recurring charges.

(2)      Calculated as Adjusted EBITDA divided by Total Revenue.

The above projections include the following assumptions and estimates:

•        consolidated revenue growth of 7.6% from 2024 to 2030, reflecting Acuren management’s assumptions and estimates for future organic growth;

•        increase in gross profit margins from 23.5% in 2025 to 25.5% in 2030;

•        reduction in SG&A expenses as a percentage of sales from 11.9% in 2024 to 11.3% in 2030;

•        adjusted EBITDA margin expansion from 17.0% in 2024 to 18.5% in 2030 driven by improved gross profit margins; and

•        no material acquisitions or divestures by Acuren.

These values and amounts were determined by Acuren’s management based on their experience and judgment.

The estimates and assumptions underlying the Acuren unaudited forecasted financial information are inherently uncertain and, though considered reasonable by the management of Acuren as of the date of the preparation of such unaudited forecasted financial information, are subject to a wide variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the unaudited forecasted financial information, including, among other things, the matters described in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” beginning on pages 30 and 28, respectively. Accordingly, there can be no assurance that the forecasted results are indicative of the future performance of Acuren, or that actual results will not differ materially from those presented in the Acuren unaudited forecasted financial information. Inclusion of the Acuren unaudited forecasted financial information in this joint proxy statement/prospectus should not be regarded as a representation by any person that the results contained in the Acuren unaudited forecasted financial information will be achieved.

The Acuren unaudited forecasted financial information is not included in this joint proxy statement/prospectus in order to induce any stockholder to vote in favor of any of the proposals at the Acuren Special Meeting or the NV5 Special Meeting or to acquire securities of Acuren.

NV5 Unaudited Forecasted Financial Information

The following table presents select unaudited forecasted financial information of NV5 on a standalone basis for the 2025-2029 fiscal years, which is referred to as the NV5 unaudited forecasted financial information. The NV5 unaudited forecasted financial information was provided to Acuren in March 2025.

____________

(1)      Calculated as earnings before interest, taxes, depreciation and amortization less stock-based compensation expense and acquisition-related costs.

The above projections include the following assumptions and estimates:

•        consolidated revenue growth of 11.6% for 2025 and between 8.0% and 8.6% for 2026 to 2029, reflecting NV5 management’s assumptions and estimates for future organic growth;

•        increase in gross profit margins from 52.2% in 2025 to 52.8% in 2029;

•        adjusted EBITDA margin expansion from 16.5% in 2025 to 17.6% in 2029 driven by improved gross profit margins and operational efficiencies; and

•        no material acquisitions or divestures by NV5.

These values and amounts were estimated by NV5 management based on their experience and judgment.

In April 2025, the NV5 Special Committee reviewed the March NV5 Projections prepared by NV5 management for purposes of reviewing potential strategic alternatives, including the Merger. During the course of April and into May of 2025, at the direction of the NV5 Special Committee, NV5 management revised the

March NV5 Projections to incorporate inorganic growth opportunities, in addition to organic growth, and to reflect the costs to NV5 associated with executing on such inorganic growth opportunities, as the NV5 Special Committee believed that such assumptions were more consistent with NV5’s historical operations, including NV5’s use of acquisitions as part of its growth strategy, see “— Background of the Merger” above for more information. In May 2025, NV5 management provided Baird with the following May NV5 Projections. The NV5 Special Committee used the May NV5 Projections to assist in determining whether to recommend that the NV5 Board recommend the Merger to the NV5 stockholders. Pursuant to the direction of the NV5 Special Committee, Baird did not rely on any other projections for NV5 other than the May NV5 Projections in connection with its financial analyses and in connection with the rendering of its opinion to the NV5 Special Committee and the NV5 Board on May 14, 2025 described below in “The Merger — Opinion of Baird,” which is filed as Annex D to this Form S-4 and incorporated herein by reference. The May NV5 Projections include the same assumptions and estimates as the March NV5 Projections, revised to reflect inorganic growth opportunities, in addition to organic growth, and the costs associated with such inorganic growth opportunities. The May NV5 Projections were not provided to Acuren prior to signing the Merger Agreement.

____________

(1)      Calculated as earnings before interest, taxes, depreciation and amortization less stock-based compensation expense and acquisition-related costs.

(2)      Calculated as net income excluding after-tax net interest, plus depreciation and amortization, less capital expenditures and increases in net working capital, plus/minus changes in other operating and investing cash flows.

The estimates and assumptions underlying the NV5 unaudited forecasted financial information are inherently uncertain and, though considered reasonable by the management of NV5 as of the date of the preparation of such forecasted financial information, are subject to a wide variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the NV5 unaudited forecasted financial information, including, among other things, the matters described in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” beginning on pages 30 and 28, respectively. Accordingly, there can be no assurance that the NV5 unaudited forecasted results are indicative of the future performance of NV5, or that actual results will not differ materially from those presented in the NV5 unaudited forecasted financial information. Inclusion of the NV5 unaudited forecasted financial information in this joint proxy statement/prospectus should not be regarded as a representation by any person that the results contained in the forecasted financial information will be achieved.

The NV5 unaudited forecasted financial information is not included in this joint proxy statement/prospectus in order to induce any stockholder to vote in favor of any of the proposals at the Acuren Special Meeting or the NV5 Special Meeting or to acquire securities of Acuren.

Opinion of Baird

The NV5 Special Committee and the NV5 Board retained Baird in connection with the Merger to render an opinion as to the fairness, from a financial point of view, to the holders of NV5 Common Stock (other than Excluded Shares and Appraisal Shares) of the Merger Consideration to be received by such stockholders in the Merger.

On May 14, 2025, Baird delivered its oral opinion (which opinion was subsequently confirmed in writing as of the same date) as to whether, as of the date of its opinion and based upon and subject to the assumptions, procedures, matters, qualifications and limitations set forth therein, Baird was of the opinion that the Merger Consideration to be received by the holders of NV5 Common Stock (other than Excluded Shares and Appraisal Shares) was fair, from a financial point of view, to such stockholders.

The full text of Baird’s written opinion, dated May 14, 2025, which sets forth the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Baird in rendering its opinion, is attached as Annex D to this joint proxy statement/prospectus and is incorporated herein by reference. Baird’s opinion is directed only to the fairness, as of the date of the opinion and from a financial point of view, to the

holders of NV5 Common Stock (other than Excluded Shares and Appraisal Shares) of the Merger Consideration and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to the Merger and make any election with respect to the Merger. The opinion will not address the fairness of the Merger Consideration from a financial point of view at the time the Merger is completed. The summary of Baird’s opinion set forth below is qualified in its entirety by reference to the full text of such opinion attached as Annex D to this joint proxy statement/prospectus. NV5 stockholders are urged to read the opinion carefully in its entirety.

For purposes of its opinion, and with NV5’s consent, Baird assumed that NV5 had approximately 65.6468 million shares of NV5 Common Stock issued and outstanding on a fully-diluted basis, that NV5 had earnings before interest, taxes, depreciation and amortization (“EBITDA”) adjusted to add back non-recurring costs and stock based compensation for the last twelve months (“LTM”) ended March 29, 2025 of approximately $145.6 million and earnings before interest and taxes (“EBIT”) adjusted to add back non-recurring costs and stock based compensation for the LTM ended March 29, 2025 of approximately $77.0 million, and Acuren had approximately 130.230 million shares of Acuren Common Stock issued and outstanding on a fully-diluted basis, that Acuren had EBITDA adjusted to add back non-recurring costs and stock based compensation for the LTM ended March 31, 2025 of approximately $175.1 million, and that the value of the Stock Consideration was approximately $13.00.

In conducting its financial analyses and in arriving at its opinion, Baird reviewed such information and took into account such financial and economic factors, investment banking procedures and considerations as Baird deemed relevant under the circumstances. In connection therewith, and subject to the various assumptions, qualifications and limitations set forth in its opinion, Baird, among other things: (i) reviewed certain internal information, primarily financial in nature, including (A) financial forecasts (1) for the fiscal years ending December 31, 2025 through 2029 concerning the business and operations of NV5 furnished to Baird, and prepared and certified, by NV5’s management for purposes of its analysis, which are referred to herein as the May NV5 Projections, and (2) for the fiscal years ending December 31, 2025 through 2030 concerning the business and operations of Acuren, prepared by Acuren’s management, as furnished to Baird and certified by NV5’s management for purposes of Baird’s analysis (the “Acuren Projections”, and together with the May NV5 Projections, the “Projections”), (B) financial statements of NV5 for the fiscal years ended December 31, 2022, December 30, 2023 and December 28, 2024 and interim financial statements of NV5 for the period ended March 29, 2025, which NV5’s management prepared and identified as being the most current financial statements then-available; and (C) financial statements of Acuren for the fiscal years ended December 31, 2022 through 2024, which Acuren’s management prepared and identified as being the most current financial statements then-available; (ii) reviewed certain publicly available information, including, but not limited to, the recent filings of each of NV5 and Acuren with the SEC; (iii) reviewed the principal financial terms of the draft sent to Baird on May 13, 2025 of the Merger Agreement in the form then-expected to be presented to the NV5 Board as they related to Baird’s analysis; (iv) compared the financial position and operating results of each of NV5 and Acuren with those of certain other publicly traded companies Baird deemed relevant; (v) compared the historical market prices, trading activity and market trading multiples of NV5 Common Stock and Acuren Common Stock with those of certain other publicly traded companies Baird deemed relevant; (vi) compared the proposed Merger Consideration with the reported implied enterprise values of certain other transactions Baird deemed relevant; and (vii) reviewed the certificate from NV5 regarding information, financial statements and the Projections addressed to Baird. Baird held discussions with members of the senior management of each of NV5 and Acuren concerning the historical and current financial condition and operating results, as well as the future prospects of each of NV5 and Acuren, respectively. Baird was not requested to, and Baird did not, solicit third-party indications of interest in acquiring all or any part of NV5 and understood that NV5 was represented by Roth Capital Partners in that process. Baird was not engaged or requested to, and Baird did not, provide any advice concerning the structure of the Merger, the specific amount of the Merger Consideration, or any other aspects of the Merger, or provide any services other than the delivery of its opinion until after Baird rendered its opinion, and Baird was not involved in assisting Acuren in obtaining any financing for the Merger. Baird also considered such other information, financial studies, analyses and investigations and financial, economic and market criteria which it deemed relevant for the preparation of its opinion.

In arriving at its opinion, Baird assumed and relied upon, without independent verification:

•        the accuracy and completeness of all the financial and other information that was publicly available or provided to Baird by or on behalf of NV5 and Acuren. Baird did not independently verify any publicly available information or information supplied to it by NV5 or Acuren. Baird was not engaged to independently verify, did not assume any responsibility to verify, assumed no liability for, and expressed no opinion on, any such information;

•        that NV5 was not aware of any information that might be material to Baird’s opinion that had not been provided to Baird;

•        that all material assets and liabilities (contingent or otherwise, known or unknown) of NV5 and Acuren were as set forth in their respective most recent financial statements provided to Baird, and there was no information or facts that would make any of the information reviewed by Baird incomplete or misleading;

•        that the financial statements of NV5 and Acuren provided to Baird presented fairly the results of operations, cash flows and financial condition of NV5 and Acuren, respectively, for the periods, and as of the dates, indicated and were prepared in conformity with U.S. generally accepted accounting principles consistently applied;

•        that the Projections upon which Baird relied in the preparation of its opinion were reasonably prepared on bases reflecting the best available estimates and good faith judgments of the senior management of each of NV5 and Acuren as to the future performance of NV5 and Acuren, respectively, and that such Projections would be realized in the amounts and on the time schedule contemplated, although Baird expressed no opinion with respect to the Projections or any judgments, estimates, assumptions or the basis on which they were based;

•        that in all respects material to its analysis, the Merger would be consummated in accordance with the terms and conditions of the Merger Agreement without any amendment or modification thereto and without waiver by any party of any of the conditions to their respective obligations thereunder;

•        that in all respects material to its analysis, the representations and warranties contained in the Merger Agreement were true and correct and that each party would perform all of the covenants and agreements required to be performed by it under the Merger Agreement;

•        that all corporate, governmental, regulatory or other consents and approvals (contractual or otherwise) required to consummate the Merger had been, or would be, obtained without the need for any divestitures or other material changes to the Merger Consideration or other material financial terms or conditions of the Merger or that would otherwise materially affect NV5 or Acuren or Baird’s analysis;

•        that the final form of any draft documents referred to above would not differ in any material respect from such draft documents;

•        that the Merger would be treated as a tax-free reorganization for U.S. federal income tax purposes; and

•        that NV5 had been counseled by professional advisors with respect to all legal, regulatory, accounting, insurance and tax matters regarding the Merger and that all such advice was correct, and Baird did not express an opinion on such matters as they related to the Merger.

In conducting its review, Baird did not undertake or obtain an independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise, known or unknown) or solvency of NV5 or Acuren, nor did Baird make a physical inspection of the properties or facilities of NV5 or Acuren. In each case above, Baird made the assumptions and took the actions or inactions described above with NV5’s knowledge and consent.

Baird’s opinion necessarily was based upon economic, monetary and market conditions as they existed and could be evaluated on the date of its opinion, and its opinion did not predict or take into account any changes which may have occurred, or information which may have become available, after the date of its opinion. Baird is under no obligation to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring after the date of its opinion. Furthermore, Baird expressed no opinion as to the price or trading range at which any of the securities of NV5 (including NV5 Common Stock or Acuren Common Stock) would trade following the date of its opinion or as to the effect of the Merger on such prices or trading ranges, or any earnings or ownership dilutive impact that may result from Acuren’s issuance of Acuren Common Stock as part of the Merger Consideration. Such prices and trading ranges may have been affected by a number of factors, including but not limited to (i) dispositions of NV5 Common Stock or Acuren Common Stock by stockholders within a short period of time after, or other market effects resulting from, the announcement of the Merger and/or the effective date of the Merger; (ii) changes in prevailing interest rates and other factors which generally

influence the price of securities; (iii) adverse changes in the current capital markets; (iv) the occurrence of adverse changes in the financial condition, business, assets, results of operations or prospects of NV5 or Acuren or in NV5’s or Acuren’s industries; (v) any necessary actions by, or restrictions of, federal, state or other governmental agencies or regulatory authorities; and (vi) timely completion of the Merger on terms and conditions that are acceptable to all parties at interest. Certain financial information relied upon by Baird for purposes of its opinion reflected assumptions provided by Acuren’s management regarding the tax rates applicable to Acuren’s taxable income including such management’s assessment regarding the likely potential impact of any changes referenced in the immediately preceding sentence.

Baird’s opinion was prepared at the request and for the information of the NV5 Special Committee and the NV5 Board. Baird’s opinion does not address the relative merits or risks of: (i) the Merger, the Merger Agreement or any other agreements or other matters provided for, or contemplated by, the Merger Agreement; (ii) any other transactions that may be, or might have been, available as an alternative to the Merger; or (iii) the Merger compared to any other potential alternative transactions or business strategies considered by the NV5 Special Committee or the NV5 Board and, accordingly, Baird relied upon its discussions with NV5’s senior management with respect to the availability and consequences of any alternatives to the Merger. Baird’s opinion does not constitute a recommendation to the NV5 Special Committee, the NV5 Board, any security holder or any other person as to how any such person should vote or act with respect to the Merger or make any election with respect to the Merger. Baird expressed no opinion about the fairness of any amount or nature of the compensation or consideration payable to any of NV5’s officers, directors or employees, or any class of such persons, or to any particular stockholder relative to the Merger Consideration to be received by the holders of NV5 Common Stock. NV5 did not ask Baird to express, and Baird did not express, any opinion with respect to any of the other financial or non-financial terms, conditions, determinations or actions with respect to the Merger.

The following is a summary of the material financial analyses performed by Baird in connection with rendering its opinion, which is qualified in its entirety by reference to the full text of its opinion attached as Annex D and to the other disclosures contained in this section. The following summary, however, does not purport to be a complete description of the financial analyses performed by Baird. The order of analyses described does not represent relative importance or weight given to the analyses performed by Baird. Some of the summaries of the financial analyses include information presented in a tabular format. These tables must be read together with the full text of each summary and alone are not a complete description of Baird’s financial analyses. Except as otherwise noted, the following quantitative information is based on market and financial data as it existed on or before May 12, 2025 and is not necessarily indicative of current market conditions.

Implied Valuation Multiples.    Based on the Merger Consideration of $23.00 per share of NV5 Common Stock, Baird calculated the implied “equity purchase price” (defined as the Merger Consideration multiplied by the total number of diluted common shares outstanding of NV5, including vested and unvested stock options and accelerated vesting of restricted stock units and performance stock units of approximately 65.6468 million, to be approximately $1,509.9 million. In addition, Baird calculated the implied “enterprise value” (which we refer to as EV and defined as the equity purchase price plus the net debt of NV5 of approximately $180.1 million) to be approximately $1,690.0 million. Baird then calculated the multiples of the enterprise value to the last twelve months (which we refer to as LTM) ended March 29, 2025 and December 31, 2025 estimated (which we refer to as 2025E) Adjusted EBITDA and Adjusted EBIT, each as provided by NV5 management and set forth on the Projections. Adjusted EBIT was defined as net income plus or minus: income tax expense (benefit), interest expense (income), stock-based compensation and one-time, non-recurring items, and Adjusted EBITDA was defined as Adjusted EBIT plus or minus depreciation and amortization. These implied multiples are summarized in the table below.

NV5 Global, Inc.

Selected Public Company Analysis.    Baird reviewed certain publicly available financial information and stock market information for certain publicly traded engineering and environmental consulting companies that Baird deemed relevant. The group of selected publicly traded companies and relevant financial multiples reviewed are listed below.

Baird chose these companies, which were selected in its professional judgment, based on a review of publicly traded companies that possessed general business, operating and financial characteristics relevant to NV5. Baird noted that none of the companies reviewed were identical to NV5 and that, accordingly, the analysis of such companies necessarily involves complex considerations and judgments concerning differences in the business, operating and financial characteristics of each company and other factors that affect the public market values of such companies.

Baird calculated the “enterprise value” (defined as the equity market capitalization plus the book value of each company’s total debt and preferred stock, less cash, cash equivalents and marketable securities), and the multiples of each company’s enterprise value to its LTM and projected 2025 Adjusted EBITDA and Adjusted EBIT. Stock market and historical financial information for the selected companies was based on publicly available information as of May 12, 2025, and projected financial information was based on publicly available research reports as of such date. A summary of the implied multiples is provided in the table below.

In addition, Baird calculated the implied enterprise value of NV5 by applying the multiple ranges of the selected public companies to NV5’s LTM and 2025E Adjusted EBITDA and Adjusted EBIT. Baird then took the resulting enterprise values and calculated the implied equity values by subtracting NV5’s net debt position as of March 29, 2025, and divided these implied values by the fully diluted shares outstanding (including, as applicable, in-the-money options, restricted stock units and performance stock units, using the treasury stock method) to calculate the implied per share values of NV5 Common Stock. Baird then compared such values to the Merger Consideration of $23.00 per share.

The implied ranges of per-share value for NV5 Common Stock, based on the average of the implied low, high, average, and median values from the LTM March 2025 and 2025E metrics, were $15.34 to $35.37, with average and median being $27.32 and $29.00, respectively, based on Adjusted EBITDA, and $10.14 to $30.41, with average and median being $19.62 and $18.49, based on Adjusted EBIT, in each case, as compared to the Merger Consideration of $23.00 per share of NV5 Common Stock.

Selected Transaction Analysis.    Baird reviewed certain publicly available financial information concerning completed acquisition transactions that Baird deemed relevant. The selected acquisition transactions and relevant financial multiples are listed below.

____________

N/A indicates not publicly available.

Baird chose these acquisition transactions, which were selected in its professional judgment, based on a review of completed acquisition transactions involving target technical engineering and consulting companies that possessed general business, operating and financial characteristics relevant to NV5. Baird noted that none of the acquisition transactions or subject target companies reviewed was identical to the Merger or NV5, respectively, and that, accordingly, the analysis of such acquisition transactions necessarily involves complex considerations and judgments concerning differences in the business, operating and financial characteristics of each subject target company and each acquisition transaction and other factors that affect the values implied in such acquisition transactions.

For each transaction, Baird calculated the implied “equity purchase price” (defined as the purchase price per share of each target company’s common stock multiplied by the total number of diluted common shares outstanding of such company, including gross shares issuable upon the exercise of outstanding stock options and warrants (if any), less assumed option and warrant proceeds (to the extent applicable), and including, where relevant, the value of equity awards accelerated in connection with the transaction, or alternatively defined as the value attributable to the equity of a target company). In addition, Baird calculated the implied “enterprise value” (defined as the equity purchase price plus the book value of each target company’s total debt and preferred stock, less cash, cash equivalents and marketable securities). Baird calculated the multiples of each target company’s implied enterprise price to its LTM EBITDA and to its LTM EBIT. Stock market and historical financial information for the selected transactions was based on publicly available information as of the announcement date of each respective transaction. EBITDA and EBIT for the selected transaction were adjusted for publicly disclosed one-time, non-recurring items, but were not adjusted for stock-based compensation add-backs due to lack of public information. A summary of the implied multiples is provided in the table below.

In addition, Baird calculated the implied enterprise value of NV5 by applying the multiple ranges of the selected transactions to NV5’s LTM Adjusted EBITDA and Adjusted EBIT of $145.6 million and $77.0 million, respectively, each as provided by NV5 management. Baird then took the resulting enterprise values and calculated implied equity values by subtracting NV5’s net debt position as of March 29, 2025, and divided these implied values by the fully diluted shares outstanding (including, as applicable, in-the-money options, restricted stock units and performance stock units, using the treasury stock method) to calculate the implied per share values of NV5 Common

Stock. The implied ranges of per share equity values, based on the implied low, high, average, and median values, were $20.32 to $30.97, with average and median being $26.12 and $26.15, respectively, based on Adjusted EBITDA, and $14.86 to $27.07, with average and median being $21.22 and $21.48, respectively, based on Adjusted EBIT, in each case, as compared to the Merger Consideration of $23.00 per share of NV5 Common Stock.

Discounted Cash Flow Analysis.    Baird performed a discounted cash flow analysis, which is designed to imply a range of potential per-share present values for NV5 Common Stock as of April 30, 2025, utilizing the projected unlevered free cash flows (calculated as net income excluding after-tax net interest, plus depreciation and amortization, less capital expenditures and increases in net working capital, plus/minus changes in other operating and investing cash flows) of NV5 from the last eight months of 2025 through calendar year 2029 as set forth in the May NV5 Projections. For further information regarding the May NV5 Projections, see, “— Certain Prospective Financial Information” above.

In such analysis, Baird calculated the implied present value of NV5’s future unlevered free cash flows for the last eight months of 2025 through calendar year 2029 (which implied present value was calculated using a range of discount rates of 9.0% to 11.0%). Baird also calculated the implied present value of NV5’s terminal value by applying a range of perpetuity growth rates of 2.5% to 3.5% (which was chosen based on Baird’s professional judgment), and then discounting to present value the resulting values using discount rates ranging from 9.0% to 11.0%. Baird then calculated the sum of the above present values and subtracted NV5’s net debt position as of March 29, 2025 and divided that sum by the fully diluted shares outstanding (including, as applicable, in-the-money options, restricted stock units and performance stock units, using the treasury stock method) resulting in an implied range of values for NV5 Common Stock of $18.28 to $29.31 per share, which range was compared by Baird to the Merger Consideration of $23.00 per share.

Acuren Corporation

Selected Public Company Analysis.    Baird reviewed certain publicly available financial information and stock market information for certain publicly traded testing, inspection and certification companies that Baird deemed relevant. The group of selected publicly traded companies and relevant financial multiples reviewed are listed below.

Baird chose these companies, which were selected in its professional judgment, based on a review of publicly traded companies that possessed general business, operating and financial characteristics relevant to Acuren. Baird noted that none of the companies reviewed was identical to Acuren and that, accordingly, the analysis of such companies necessarily involves complex considerations and judgments concerning differences in the business, operating and financial characteristics of each company and other factors that affect the public market values of such companies.

Baird calculated the enterprise value and the multiples of each company’s enterprise value to its LTM and projected 2025 Adjusted EBITDA. Stock market and historical financial information for the selected companies was based on publicly available information as of May 12, 2025, and projected financial information was based on publicly available research reports as of such date. A summary of the implied multiples is provided in the table below.

In addition, Baird calculated the implied enterprise value of Acuren by applying the multiple ranges of the selected public companies to Acuren’s LTM and 2025E Adjusted EBITDA. Baird then took the resulting enterprise values and calculated the implied equity values by subtracting Acuren’s net debt position as of December 31, 2024 of $615.7 million (calculated as debt less cash and cash equivalents), and divided these implied values by the fully diluted shares outstanding (including, as applicable, in-the-money options, restricted stock units and performance stock units, using the treasury stock method) of 130.230 million to calculate the implied per share values of Acuren Common Stock.

The implied ranges of per-share value for Acuren Common Stock, based on the average of the implied low, high, average, and median values from the LTM March 2025 and 2025E metrics were $2.61 to $14.49, with average and median being $10.01 and $11.44, respectively, as compared to the then-current price of Acuren Common Stock of $10.64 per share.

Discounted Cash Flow Analysis.    Baird performed a discounted cash flow analysis, which is designed to imply a range of potential per-share present values for Acuren Common Stock as of April 30, 2025, utilizing the projected unlevered free cash flows of Acuren from the last eight months of 2025 through calendar year 2030 as set forth on the Acuren Projections. In such analysis, Baird calculated the implied present value of Acuren’s future unlevered free cash flows for the last eight months of 2025 through calendar year 2030 (which implied present value was calculated using a range of discount rates of 10.0% to 12.0%). Baird then also calculated the implied present value of Acuren’s terminal value by applying a range of perpetuity growth rates of 2.5% to 3.5% (which was chosen based on Baird’s professional judgment), and then discounting to present value the resulting values using discount rates ranging from 10.0% to 12.0%. Baird then calculated the sum of the above present values and subtracted Acuren’s net debt position as of December 31, 2024 and divided that sum by the fully diluted shares outstanding (including, as applicable, in-the-money options, restricted stock units and performance stock units, using the treasury stock method) resulting in an implied range of values for Acuren Common Stock of $7.90 to $13.15 per share, which range was compared by Baird to the then-current price of Acuren Common Stock of $10.64 per share.

The foregoing summary does not purport to be a complete description of the analyses performed by Baird. The preparation of financial analyses and a fairness opinion is a complex process and is not necessarily susceptible to partial analyses or summary description. Baird believes that its analyses (and the summary set forth above) must be considered as a whole and that selecting portions of such analyses and factors considered by Baird, without considering all such analyses and factors, could create an incomplete view of the processes and judgments underlying the analyses performed and conclusions reached by Baird and its opinion. Baird did not attempt to assign specific weights to particular analyses. Any estimates contained in Baird’s analyses are not necessarily indicative of actual values, which may be significantly more or less favorable than as set forth therein. Estimates of values of companies do not purport to be appraisals or necessarily to reflect the prices at which companies may actually be sold. Because such estimates are inherently subject to uncertainty, Baird does not assume responsibility for their accuracy.

Additional Information about Baird and Its Engagement

On May 18, 2025, Baird was engaged to act as financial advisor to NV5 in connection with the go-shop services to be provided in connection with the Merger and will receive a fee of $500,000 on June 18, 2025 (the “Retainer”), will receive a fee of $1.5 million (the “Solicitation Fee”) upon the earlier of the consummation of a Merger or the termination of Baird’s engagement, and will receive a fee of $3 million (less the Retainer) plus 5% of the aggregate consideration received by the holders of NV5 Common Stock in excess of the Merger Consideration contingent on consummation of a transaction by Acuren or a fee of 0.80% of the aggregate consideration received by the holders of NV5 Common Stock (less the Retainer and the Solicitation Fee) contingent on consummation of a transaction by any party other than Acuren, for its services. NV5 also paid Baird a fee of $1.5 million upon delivery of its opinion, which fee was payable regardless of the conclusion reached in such opinion and regardless of whether the Merger is consummated. In addition, NV5 has agreed to reimburse Baird for certain of its expenses and to indemnify Baird against certain liabilities that may arise out of its engagement. Baird will not receive any other significant payment of compensation contingent upon the successful completion of the Merger. As part of its investment banking business, Baird is engaged in the evaluation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes.

(2)      Amounts shown reflect the potential value that each named executive officer is eligible to receive in connection with the “single-trigger” accelerated vesting and conversion of the NV5 Executive RSAs into the right to receive the Merger Consideration as a result of the Merger. Calculated by multiplying the number of shares of NV5 Common Stock restricted shares of common stock held by $22.19, based on SEC requirements.

(3)      Reflects estimated cost of continued medical coverage for the relevant period provided for in such named executive officer’s employment agreement. Although the named executive officers’ employment agreements may refer to entitlement to unused vacation time, in accordance with NV5 unlimited flex time vacation policy, no such amounts are accrued or paid in the event of a departure.

(4)      In accordance with Mr. Wright’s Agreement dated March 1, 2024, he would be paid the remainder of the then-current term, plus salary and medical coverage continuation for one year thereafter.

(5)      In accordance with Mr. Heraud’s Employment Agreement dated March 1, 2024, severance includes continuation of base salary and continued health benefit plan coverage ending on March 1, 2026. In addition, Mr. Heraud is entitled to a lump sum payment equal to one year of base salary and his accrued performance bonus within 30 days of termination. Does not reflect the potential application of Section 280G “best net” provisions of Mr. Heraud’s agreement which could, in certain circumstances, result in a lower amount of severance.

(6)      In accordance with Mr. Hockman’s Employment Agreement as amended to May 14, 2025, severance includes continuation of base salary and Mr. Heraud’s accrued performance bonus and continued health benefit plan coverage ending on March 1, 2026. In addition, Mr. Heraud is entitled to a lump sum payment equal to one year of base salary and his accrued performance bonus within 30 days of termination.

(7)      In accordance with Mr. Tong’s Employment Agreement as amended to May 14, 2025, severance includes one year of base salary and Mr. Tong’s performance bonus for the year preceding termination in a lump sum payment within 30 days of termination and continued health benefit plan coverage for a period of one year following separation.

(8)      In accordance with Mr. Codispoti’s Employment Agreement as amended to May 14, 2025, severance includes one year of base salary and Mr. Codispoti’s accrued performance bonus in a lump sum payment within 30 days of termination and continued health plan benefit plan coverage for a period of one year following separation.

Interests of Certain Acuren Directors and Executive Officers in the Merger

Other than with respect to continued service for, employment by and the right to continued indemnification by Acuren, as of the date of this joint proxy statement/prospectus, Acuren directors and executive officers do not have interests in the Merger that are different from, or in addition to, the interests of other Acuren stockholders generally.

Under the Merger Agreement, each present and former director and officer of Acuren or any of its subsidiaries is entitled to continued indemnification and insurance coverage through the combined company for acts or omissions occurring before the completion of the Merger. For a more detailed description, see the section entitled “The Merger Agreement — Indemnification and Insurance.”

Board of Directors and Management of Acuren Following Completion of the Merger

Upon completion of the Merger, Talman B. Pizzey, Chief Executive Officer of Acuren and member of the Acuren Board, will serve as Chief Executive Officer and a director of the combined company. Ben Heraud, NV5’s Chief Executive Officer and a member of the NV5 Board, is expected to serve as President and Chief Operating Officer and a director of the combined company. Dickerson Wright, NV5’s current Executive Chairman is expected to serve as a director of the combined company. Other senior leadership positions of the combined company will be filled by certain current executives of Acuren and NV5.

Additionally, the Merger Agreement provides that, at the Second Effective Time, the new Acuren Board will consist of eleven members, (i) eight of whom will be the current directors of Acuren, which includes Sir Martin E. Franklin, Robert A. E. Franklin, Talman B. Pizzey, Antoinette C. Bush, Rory Cullinan, Elizabeth Meloy Hepding, Peter A. Hochfelder and James E. Lillie, and (ii) three of whom will be designated by NV5, which designees will include Dickerson Wright, Ben Heraud and one of whom will be reasonably acceptable to Acuren and independent of both NV5 and Acuren.

Accounting Treatment of the Merger

Acuren and NV5 prepare their respective financial statements in accordance with GAAP. The accounting guidance for business combinations requires the use of the acquisition method of accounting for the Merger, which requires the determination of the acquirer, the purchase price, the acquisition date, the fair value of assets and liabilities of the acquiree and the measurement of goodwill, if any. Acuren will be treated as the acquirer for accounting purposes. Acuren is the entity paying cash and issuing the equity of the combined company. The

composition of the management team and, thereby, the overall decision-making power of the combined company, will be more heavily weighted by Acuren executives. Additionally, the Acuren headquarters in Tomball, Texas will remain the headquarters of the combined company. Each of these factors holds significant strategic implications for the combined company and, when combined with the inapplicability or relative neutrality of all other indicators considered, results in the conclusion that Acuren is the accounting acquirer.

Regulatory Approvals

Antitrust Clearance

The completion of the Merger is subject to antitrust review in the United States. Under the HSR Act, and the rules promulgated thereunder, the Merger cannot be completed until the parties to the Merger Agreement have given notification and furnished information to the FTC and the DOJ, and until the applicable waiting period has expired or has been terminated.

On [•], 2025, Acuren and NV5 each filed a premerger notification and report form under the HSR Act. The waiting period with respect to the notification and report forms filed under the HSR Act expired at 11:59 p.m., Eastern Time, on [•], 2025.

At any time before or after consummation of the Merger, the FTC or the DOJ, or any state, could take such action under antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger or seeking the divestiture of substantial assets of Acuren or NV5 or their respective subsidiaries. Private parties may also seek to take legal action under antitrust laws under certain circumstances.

Securities and Exchange Commission

In connection with the Acuren Stock Issuance Proposal, Acuren has filed a registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part, that must be declared effective by the SEC and pursuant to which the issuance of shares of Acuren Common Stock issuable as Merger Consideration in the First Merger will be registered with the SEC.

New York Stock Exchange

The completion of the Merger is subject to approval for listing of the shares of Acuren Common Stock issuable pursuant to the Merger on the NYSE, subject to official notice of issuance.

Exchange of Shares

For information on the exchange of NV5 Common Stock for the Merger Consideration, please see the section entitled “The Merger Agreement — Exchange and Payment Procedures.”

Section 16 Matters

Prior to the First Effective Time, the parties have agreed to take such steps as may be required to cause any dispositions of equity securities of NV5 (including derivative securities) or acquisitions of equity securities of Acuren (including derivative securities) in connection with the Merger Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to NV5, or will become subject to such reporting requirements with respect to Acuren, to be exempt under Rule 16b-3 under the Exchange Act

Indebtedness

As of March 31, 2025, Acuren had approximately $771.1 million of indebtedness outstanding under our Credit Facility (as defined below) and had finance lease obligations outstanding of $27.5 million. In connection with the execution of the Merger Agreement, Acuren entered into a commitment letter (the “Debt Commitment Letter”) pursuant to which certain financial institutions (the “Lenders”) have committed to provide Acuren with debt financing in an aggregate principal amount of $875.0 million (subject to conditions set forth in the Debt

Commitment Letter) which such debt financing is expected to consist of an additional (i) $850.0 million senior secured incremental term facility and (ii) $25.0 million senior secured incremental revolving facility, under Acuren’s existing credit agreement.

Pursuant to the Merger Agreement, NV5 will deliver a payoff letter to Acuren setting forth the amounts outstanding under NV5’s existing credit facility at least three (3) business day prior to the Closing date.

For a description of Acuren’s and NV5’s existing indebtedness, see Acuren’s financial statements included with this joint proxy statement/prospectus, and NV5’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2025, filed on May 2, 2025, each of which is incorporated by reference into this joint proxy statement/prospectus. Please see “Where You Can Find More Information” for additional information.

Delisting and Deregistration of NV5 Common Stock

Shares of NV5 Common Stock currently trade on the NASDAQ under the stock symbol “NVEE.” When the Merger is completed, the NV5 Common Stock will cease to be traded on the NASDAQ and will be deregistered under the Exchange Act.

Appraisal Rights and Dissenters’ Rights

Acuren

Under the DGCL, as well as the governing documents of Acuren, Acuren stockholders are not entitled to dissenters’ or appraisal rights in connection with the Acuren Stock Issuance as contemplated by the Merger Agreement.

NV5

General

If the Merger is completed, NV5 stockholders of record and beneficial owners who do not vote in favor of the adoption of the Merger Agreement, who continuously hold such shares as of immediately before and through the First Effective Time of the Merger and who properly demand appraisal of their shares may be entitled to appraisal rights in connection with the Merger under Section 262 of the DGCL.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL, which is attached to this joint proxy statement/prospectus as Annex C and incorporated herein by reference. The following summary does not constitute any legal or other advice, nor does it constitute a recommendation that NV5 stockholders of record or beneficial owners exercise their appraisal rights under Section 262 of the DGCL. All references in Section 262 of the DGCL to a “stockholder” and all references in this “Appraisal Rights” summary to a “NV5 stockholder” or “holder of NV5 Common Stock” are to the record holders of NV5 Common Stock as of the NV5 Record Date unless otherwise noted herein. All such references to a “beneficial owner” mean a person or entity who is the beneficial owner of shares of stock held either in voting trust or by a nominee on behalf of such person or entity unless otherwise expressly noted herein. If you hold your shares of NV5 Common Stock through a broker, bank or other nominee and you wish to exercise appraisal rights, you should consult with your broker, bank or the other nominee.

Any NV5 stockholder or beneficial owner of shares of NV5 Common Stock contemplating the exercise of such appraisal rights should carefully review the provisions of Section 262 of the DGCL, particularly the procedural steps required to properly demand and perfect such rights. Failure to strictly follow the procedures required by Section 262 of the DGCL for demanding and perfecting appraisal rights may result in the loss of such rights. Under Section 262 of the DGCL, NV5 stockholders of record and beneficial owners who (i) submit a written demand for appraisal of their shares prior to the vote on the Merger Agreement and do not withdraw their demand, fail to perfect or otherwise lose their appraisal rights, in each case in accordance with Section 262 of the DGCL; (ii) do not vote in favor of the NV5 Merger Proposal; (iii) continuously are the record holders or beneficial owners of such shares through the First Effective Time; (iv) who are entitled to demand appraisal rights under Section 262 of the DGCL; and (v) otherwise follow the procedures set forth in Section 262 of the DGCL may be entitled to have their shares appraised by the Court of Chancery and to receive payment in cash of the “fair value” of the shares of NV5

Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Court of Chancery, together with interest to be paid upon the amount determined to be fair value, if any, as determined by the Court of Chancery. It is possible that any such “fair value” as determined by the Court of Chancery may be more or less than, or the same as the Merger Consideration. However, immediately before the Merger, NV5 Common Stock will be listed on a national exchange. Therefore, pursuant to Section 262(g) of the DGCL, after an appraisal petition has been filed, the Court of Chancery will dismiss appraisal proceedings as to all NV5 stockholders of record and beneficial owners who have asserted appraisal rights unless (i) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of NV5 Common Stock as measured in accordance with subsection (g) of Section 262 of the DGCL or (ii) the value of the Merger Consideration in respect of such shares exceeds $1 million. At least one of these “ownership thresholds” must be met in order for NV5 stockholders of record or beneficial owners to be entitled to seek appraisal with respect to such shares of NV5 Common Stock. Unless the Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the First Effective Time through the date the judgment is paid at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period; provided, however, that at any time before the Court of Chancery enters judgment in the appraisal proceeding, the Final Surviving Corporation may pay to each NV5 stockholder of record and beneficial owner entitled to appraisal an amount in cash, in which case any such interest will accrue after the time of such payment only on the amount that equals the sum of (1) the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Court of Chancery and (2) interest accrued prior to the time of such cash payment, unless paid at such time. The Final Surviving Corporation is under no obligation to make such voluntary cash payment before such entry of judgment.

Under Section 262 of the DGCL, where a Merger Agreement is to be submitted for adoption at a meeting of stockholders, such as the NV5 Special Meeting, the corporation, not less than 20 days before the meeting, must notify each of its stockholders who was such on the NV5 Record Date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights are available and include in the notice a copy of Section 262 of the DGCL. This joint proxy statement/prospectus constitutes NV5’s notice to its stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 of the DGCL is attached to this joint proxy statement/prospectus as Annex C. In connection with the Merger, any holder of record or beneficial owner of NV5 Common Stock who wishes to exercise appraisal rights, or who wishes to preserve such holder’s or beneficial owner’s right to do so, should review the following discussion and Annex C carefully because failure to timely and properly comply with the procedures specified will result in the loss of appraisal rights. In addition, the Court of Chancery will dismiss appraisal proceedings as to all holders of record and beneficial owners of shares of NV5 Common Stock who have asserted appraisal rights unless at least one ownership threshold has been satisfied. A NV5 stockholder or beneficial owner of NV5 Common Stock who loses his, her or its appraisal rights will be entitled to receive the Merger Consideration described in the Merger Agreement (without interest). Moreover, the process of dissenting and exercising appraisal rights requires compliance with technical prerequisites, and because of the complexity of the procedures for exercising the right to seek appraisal of shares of NV5 Common Stock, NV5 believes that if a NV5 stockholder or beneficial owner of NV5 Common Stock considers exercising such rights, such NV5 stockholder or beneficial owner of NV5 Common Stock should seek the advice of legal counsel.

How to Exercise and Perfect Your Appraisal Rights

NV5 stockholders or beneficial owners of shares of NV5 Common Stock wishing to exercise the right to seek an appraisal of their shares of NV5 Common Stock must do ALL of the following:

•        the NV5 stockholder or beneficial owner of shares of NV5 Common Stock must deliver to NV5 a written demand for appraisal before the vote on the NV5 Merger Proposal at the NV5 Special Meeting, which written demand must reasonably inform NV5 of the identity of the NV5 stockholder or beneficial owner of NV5 Common Stock and that the NV5 stockholder or beneficial owner of NV5 Common Stock intends to demand appraisal of their shares. This written demand for appraisal must be in addition to and separate from any proxy or vote abstaining from or voting against the NV5 Merger Proposal. Voting “AGAINST” or failing to vote “FOR” the NV5 Merger Proposal by itself does not constitute a demand for appraisal within the meaning of Section 262 of the DGCL;

•        in the case of a NV5 stockholder of record, the stockholder must not vote, or abstain from voting, in favor of the NV5 Merger Proposal; if a beneficial owner of NV5 Common Stock, such person or entity must not instruct their broker, bank or other nominee to vote their share(s), or abstain from voting, in favor of the NV5 Merger Proposal;

•        the NV5 stockholder or beneficial owner of NV5 Common Stock must continuously hold or beneficially own, as applicable, the shares of NV5 Common Stock from the date of making the demand through the First Effective Time (a NV5 stockholder or beneficial owner of NV5 Common Stock will lose appraisal rights if the NV5 stockholder or beneficial owner of NV5 Common Stock transfers the shares before the First Effective Time); and

•        the NV5 stockholder, the beneficial owner of NV5 Common Stock or the Final Surviving Corporation must file a petition in the Court of Chancery requesting a determination of the fair value of the shares within 120 days after the First Effective Time. The Final Surviving Corporation is under no obligation to file any such petition and has no intention of doing so.

In addition, for any NV5 stockholder or beneficial owner of NV5 Common Stock to exercise appraisal rights, at least one of the ownership thresholds must be met.

Filing Written Demand

Any NV5 stockholder or beneficial owner wishing to exercise appraisal rights must deliver to NV5, before the vote on the adoption of the Merger Agreement at the NV5 special meeting, a written demand for the appraisal of the NV5 stockholder’s or beneficial owner’s shares of NV5 Common Stock.

In the case of a NV5 stockholder of record, such NV5 stockholder must not vote or submit a proxy in favor of the NV5 Merger Proposal. A NV5 stockholder of record wishing to exercise appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the First Effective Time, since such person or entity will lose his, her or its appraisal rights if the shares are transferred before the effective date of the Merger. A proxy that is submitted and does not contain voting instructions will, unless timely revoked, be voted in favor of the NV5 Merger Proposal, and it will constitute a waiver of the NV5 stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a NV5 stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the NV5 Merger Proposal or abstain from voting, or otherwise fail to vote, on the NV5 Merger Proposal.

In the case of a beneficial owner of NV5 Common Stock, brokers, banks and other nominees that hold shares of NV5 Common Stock in “street name” for their customers do not have discretionary authority to vote those shares on the NV5 Merger Proposal without specific voting instructions from the beneficial owner on such proposal, but such brokers, banks or other nominees will vote such shares as instructed if the beneficial owner provides such instructions. If a beneficial owner of shares of NV5 Common Stock held in “street name” instructs such person’s or entity’s broker, bank or other nominee to vote such person’s or entity’s shares in favor of the NV5 Merger Proposal, and does not revoke such instruction prior to the vote on the NV5 Merger Proposal, then such shares will be voted in favor of the NV5 Merger Proposal, and it will constitute a waiver of such beneficial owner’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a beneficial owner of NV5 Common Stock who wishes to exercise appraisal rights must either not provide any instructions to such person’s or entity’s broker, bank or other nominee how to vote on the NV5 Merger Proposal or must instruct such broker, bank or other nominee to vote against the NV5 Merger Proposal or abstain from voting on such proposal.

Neither voting against the NV5 Merger Proposal, nor submitting a proxy against the NV5 Merger Proposal, nor abstaining from voting or failing to vote on the NV5 Merger Proposal, will in and of itself constitute a written demand for appraisal satisfying the requirements of Section 262 of the DGCL. The written demand for appraisal must be in addition to and separate from any proxy or vote on the NV5 Merger Proposal. A NV5 stockholder’s or beneficial owner’s failure to make the written demand before the taking of the vote on the NV5 Merger Proposal at the NV5 Special Meeting will constitute a waiver of appraisal rights.

A demand for appraisal made by a NV5 stockholder of record or beneficial owner of NV5 Common Stock must be executed by or on behalf of the NV5 stockholder of record or beneficial owner, as applicable, and must reasonably inform NV5 of the identity of such holder or beneficial owner.

In addition, in the case of a demand for appraisal made by a beneficial owner of NV5 Common Stock, the demand must also reasonably identify the holder of record of the shares for which the demand is made, be accompanied by documentary evidence of the beneficial owner’s ownership of NV5 Common Stock (such as a brokerage or securities account statement containing such information or a letter from the broker or other record holder of such shares confirming such information) and a statement that such documentary evidence is a true and accurate copy of what it purports to be, and provide an address at which such beneficial owner consents to receive notices given by the Final Surviving Corporation under Section 262 of the DGCL and to be set forth on the verified list required by subsection (f) of Section 262 of the DGCL. Whether made by a NV5 stockholder or beneficial owner of NV5 Common Stock, a written demand for appraisal must state that the person or entity intends thereby to demand appraisal of the person’s or entity’s shares in connection with the Merger.

NV5 STOCKHOLDERS WHO HOLD THEIR SHARES OF NV5 COMMON STOCK IN BROKERAGE ACCOUNTS OR OTHER NOMINEE FORMS AND WHO WISH TO EXERCISE APPRAISAL RIGHTS ARE URGED TO CONSULT WITH THEIR BANKS, BROKERS OR OTHER NOMINEES, AS APPLICABLE, TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE MAKING OF A DEMAND FOR APPRAISAL BY SUCH A NOMINEE.

Withdrawal of Appraisal

At any time within 60 days after the First Effective Time, any NV5 stockholder of record or beneficial owner who has delivered a written demand to NV5 and who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the Merger Consideration by delivering to the Final Surviving Corporation, a written withdrawal of the demand for appraisal and an acceptance of the Merger Consideration. Any such attempt to withdraw the demand made more than 60 days after the First Effective Time will require written approval of the Final Surviving Corporation in the Merger. No appraisal proceeding in the Court of Chancery will be dismissed as to any NV5 stockholder of record or beneficial owner of NV5 Common Stock without the approval of the Court of Chancery, and such approval may be conditioned upon such terms as the Court of Chancery deems just; provided, however, that any NV5 stockholder or beneficial owner who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the Merger Consideration within 60 days after the First Effective Time. If the Final Surviving Corporation does not approve a request to withdraw a demand for appraisal and to accept the Merger Consideration when that approval is required, or if the Court of Chancery does not approve the dismissal of an appraisal proceeding, the NV5 stockholder will be entitled to receive only the appraised value determined in any such appraisal proceeding, which value could be less than, equal to or more than the consideration being offered pursuant to the Merger Agreement.

Notice by the Final Surviving Corporation

Within 10 days after the First Effective Time, the Final Surviving Corporation, or its successors or assigns, will notify each NV5 stockholder of record and beneficial owner, who has complied with Section 262 of the DGCL, and who has not voted in favor of the NV5 Merger Proposal, of the date on which the Merger became effective.

Filing a Petition for Appraisal

Within 120 days after the First Effective Time, but not thereafter, the Final Surviving Corporation or any NV5 stockholder of record or beneficial owner who has complied with Section 262 of the DGCL and is entitled to appraisal rights under Section 262 of the DGCL may commence an appraisal proceeding by filing a petition in the Court of Chancery, with a copy served on the Final Surviving Corporation, or its successors or assigns, in the case of a petition filed by a NV5 stockholder of record or beneficial owner, demanding a determination of the fair value of the shares held by all NV5 stockholders or beneficial owners of NV5 Common Stock entitled to appraisal rights who did not vote their shares in favor of the Merger and properly demanded appraisal of such shares. The Final Surviving

Corporation is under no obligation to and has no present intention to file a petition and NV5 stockholders of record and beneficial owners should not assume that the Final Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of NV5 Common Stock.

Accordingly, any holders or beneficial owners of shares of NV5 Common Stock who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of NV5 Common Stock within the time and in the manner prescribed in Section 262 of the DGCL. The failure of a holder or beneficial owner of NV5 Common Stock to file such a petition in the period and manner specified in Section 262 of the DGCL could nullify the NV5 stockholder’s or beneficial owner’s previous written demand for appraisal.

Within 120 days after the First Effective Time, any NV5 stockholder of record or beneficial owner of NV5 Common Stock who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request (or by electronic transmission directed to an information processing system (if any) expressly designated for that purpose in the notice of appraisal), to receive from the Final Surviving Corporation a statement setting forth the aggregate number of shares of NV5 Common Stock not voted in favor of the NV5 Merger Proposal and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares or beneficial owners holding or owning such shares (provided that, in the case of a demand made by a beneficial owner in such person’s or entity’s name, the record holder of such shares will not be considered a separate stockholder holding such shares for purposes of such aggregate number). The statement must be mailed to the requesting NV5 stockholder of record or beneficial owner within 10 days after such stockholder’s request therefor has been received by the Final Surviving Corporation or within ten days after the expiration of the period for delivery of demands for appraisal, whichever is later. Notwithstanding the foregoing, a person or entity who is the beneficial owner of shares of NV5 Common Stock held either in a voting trust or by a nominee on behalf of such person or entity may, in such person’s or entity’s own name, demand in writing an appraisal of such person’s or entity’s shares or request from the Final Surviving Corporation, or its successors or assigns, the statement described in this paragraph.

If a petition for an appraisal is timely filed by a holder or beneficial owner of shares of NV5 Common Stock and a copy thereof is served upon the Final Surviving Corporation, the Final Surviving Corporation will then be obligated within 20 days after such service to file in the office of the Register in Chancery in which the petition was filed a duly verified list, which is referred to as the “verified list,” containing the names and addresses of all NV5 stockholders or beneficial owners of shares of NV5 Common Stock who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached by the Final Surviving Corporation in the Merger. Upon the filing of any such petition, the Register in Chancery, if so ordered by the Court of Chancery, will give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the Final Surviving Corporation and the NV5 stockholders or beneficial owners of shares of NV5 Common Stock shown on the verified list at the addresses stated therein. Such notice will also be published at least one week before the day of the hearing in a newspaper of general circulation published in the City of Wilmington, Delaware, or in another publication deemed advisable by the Court of Chancery. The costs of such notices are borne by the Final Surviving Corporation of the Merger.

After notice has been given to the NV5 stockholders and beneficial owners of shares of NV5 Common Stock as required by the Court of Chancery, the Court of Chancery is empowered to conduct a hearing on the petition to determine those NV5 stockholders of record or beneficial owners who have complied with Section 262 of the DGCL and who have become entitled to appraisal rights thereunder.

Determination of Fair Value

After the Court of Chancery determines the NV5 stockholders and beneficial owners of shares of NV5 Common Stock entitled to an appraisal and that at least one of the ownership thresholds described above has been satisfied as to the NV5 stockholders or beneficial owners seeking appraisal, the appraisal proceeding will be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Court of Chancery will determine the “fair value” of the shares of NV5 Common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value (subject, in the case of interest payments, to any voluntary cash payments made by the Final Surviving Corporation pursuant to subsection (h) of Section 262 of the DGCL that have the effect of limiting the sum on which interest accrues as described below). In determining fair value, the Court of Chancery will take into account all relevant factors. Unless

the Court of Chancery in its discretion determines otherwise for good cause shown, interest from the First Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date and the date of payment of the judgment. However, at any time before the Court of Chancery’s entry of judgment in the proceedings, the Final Surviving Corporation may pay to each NV5 stockholder and beneficial owner of NV5 Common Stock entitled to appraisal an amount in cash, which is referred to as a voluntary cash payment, in which case interest will accrue thereafter only upon the sum of (i) the difference, if any, between the amount so paid by the Final Surviving Corporation and the fair value of the shares as determined by the Court of Chancery and (ii) interest theretofore accrued, unless paid at that time.

In determining fair value, the Court of Chancery will take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods that are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Supreme Court of Delaware stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the Merger that throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the Merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.”

NV5 stockholders and beneficial owners of shares of NV5 Common Stock considering seeking appraisal should be aware that the fair value of their shares as so determined by the Court of Chancery could be less than, the same as or more than the value of the Merger Consideration.

Although NV5 believes that the Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Court of Chancery, and NV5 stockholders and beneficial owners of shares of NV5 Common Stock should recognize that such an appraisal could result in a determination of a value lower or higher than, or the same as, the Merger Consideration. None of the parties to the Merger anticipates offering more than the Merger Consideration to any NV5 stockholder or beneficial owner of shares of NV5 Common Stock exercising appraisal rights, and each of the parties to the Merger Agreement reserves the right to make a voluntary cash payment pursuant to subsection (h) of Section 262 of the DGCL and to assert, in any appraisal proceeding, that for purposes of Section 262 of the DGCL, the “fair value” of a share of NV5 Common Stock is less than the Merger Consideration.

Upon application by the Final Surviving Corporation or by any NV5 stockholder or beneficial owner of NV5 Common Stock entitled to participate in the appraisal proceeding, the Court of Chancery may, in its discretion, proceed to trial upon the appraisal before the final determination of NV5 stockholders and beneficial owners entitled to an appraisal. Any NV5 stockholder or beneficial owner of NV5 Common Stock whose name appears on the verified list and, if such shares are represented by certificates and if so required, who has submitted such NV5 stockholder’s certificates of stock, as applicable, to the Delaware Register in Chancery, may participate fully in all proceedings until it is finally determined that such NV5 stockholder or beneficial owner of NV5 Common Stock is not entitled to appraisal rights or that neither of the ownership thresholds is met. The Court of Chancery will direct the payment of the fair value of the shares of NV5 Common Stock, together with interest, if any, by the Final Surviving Corporation to NV5 stockholders of record or beneficial owners entitled thereto. Payment will be made to each such NV5 stockholder or beneficial owner, in the case of holders of uncertificated stock, forthwith, and in the case of holders of shares represented by certificates, upon the surrender to the Final Surviving Corporation of the certificate(s) representing such stock. The Court of Chancery’s decree may be enforced as other decrees in such court may be enforced. If a petition for appraisal is not timely filed or if neither of the ownership thresholds is met, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Court of Chancery and taxed upon the parties as the Court of Chancery deems equitable under the circumstances. Upon application of a NV5 stockholder or beneficial owner of NV5 Common Stock, the Court of Chancery may also order all or a portion of the expenses incurred by

a NV5 stockholder or beneficial owner in connection with an appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal. In the absence of such an order, each party bears its own expenses.

From and after the First Effective Time, no NV5 stockholder or beneficial owner of NV5 Common Stock who has demanded appraisal rights will be entitled to vote such shares of NV5 Common Stock for any purpose or to receive payment of dividends or other distributions on such shares of NV5 stock, except dividends or other distributions on such shares of NV5 Common Stock, if any, payable to NV5 stockholders as of a time before the First Effective Time. If any stockholder who demands appraisal of shares of NV5 Common Stock under Section 262 of the DGCL fails to perfect or effectively loses or withdraws such holder’s right to appraisal, the stockholder’s shares of NV5 Common Stock will be deemed to have been converted at the First Effective Time into the right to receive the Merger Consideration, without interest. A NV5 stockholder or beneficial owner of NV5 Common Stock will fail to perfect, or effectively lose or withdraw, the holder’s right to appraisal if no petition for appraisal is filed within 120 days after the First Effective Time, if neither of the ownership thresholds is met or if the NV5 stockholder or beneficial owner of NV5 Common Stock delivers to the Final Surviving Corporation a written withdrawal of the demand for an appraisal and an acceptance of the Merger Consideration, either within 60 days after the First Effective Time or thereafter with the written approval of the Final Surviving Corporation in the Merger. Once a petition for appraisal is filed with the Court of Chancery, however, the appraisal proceeding may not be dismissed as to any NV5 stockholder or beneficial owner of NV5 Common Stock who commenced the proceeding or joined that proceeding as a named party without the approval of the Court of Chancery, and such approval may be conditioned upon such terms as the court deems just; provided, however that the foregoing will not affect the right of any NV5 stockholder or beneficial owner of NV5 Common Stock who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s or beneficial owner’s demand for appraisal and to accept the terms offered upon the Merger within 60 days after the First Effective Time of the Merger. Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL may result in the loss of a stockholder’s statutory appraisal rights.

In view of the complexity of Section 262 of the DGCL, NV5 stockholders of record and beneficial owners wishing to exercise appraisal rights are encouraged to consult legal counsel before attempting to exercise those rights.

Who May Exercise Appraisal Rights

A NV5 stockholder of record or beneficial owner of shares of NV5 Common Stock issued and outstanding prior to and continuously held through the First Effective Time may assert appraisal rights for the shares of NV5 Common Stock held of record or beneficially in that holder’s name. A demand for appraisal must reasonably inform NV5 of the identity of the NV5 stockholder of record or beneficial owner and that the NV5 stockholder intends to demand appraisal of his, her or its shares of NV5 Common Stock. In addition, in the case of a demand for appraisal made by a beneficial owner, the demand must (1) reasonably identify the holder of record of the shares for which the demand is made, (2) be accompanied by documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (3) provide an address at which such beneficial owner consents to receive notices given by NV5 and to be set forth on the verified list of persons or entities who have demanded appraisal for their shares pursuant to Section 262(f) of the DGCL. A holder of record, such as a bank, broker or other nominee, who holds shares of NV5 Common Stock as a nominee or intermediary for others, may exercise his, her or its right of appraisal with respect to the shares held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares as to which appraisal is sought. Where no number of shares is expressly mentioned, the demand will be presumed to cover all shares held in the name of the holder of record.

If you elect to exercise appraisal rights under Section 262 of the DGCL, you should mail or deliver a written demand to:

NV5, Inc.
Attention: Corporate Secretary
200 South Park Road, Suite 350, Hollywood, Florida 33021

To the extent there are any inconsistencies between the foregoing summary and Section 262 of the DGCL, Section 262 of the DGCL will govern.

THE MERGER AGREEMENT

The following describes the material provisions of the Merger Agreement, which is attached as Annex A to this joint proxy statement/prospectus and incorporated by reference herein, and certain exhibits thereto. The summary of the material provisions of the Merger Agreement below and elsewhere in this joint proxy statement/prospectus is qualified in its entirety by reference to the Merger Agreement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. Acuren and NV5 encourage you to read carefully the Merger Agreement in its entirety before making any investment or voting decisions as it is the principal legal document governing the business combination between Acuren and NV5 described in this joint proxy statement/prospectus. This section is only intended to provide you with information regarding the terms of the Merger Agreement. Neither Acuren nor NV5 intends that the Merger Agreement will be a source of business or operational information about Acuren or NV5. Accordingly, the representations, warranties, covenants, and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this joint proxy statement/prospectus and in the public filings Acuren and NV5 make with the SEC, as described in “Where You Can Find More Information.”

Explanatory Note Regarding the Merger Agreement

The Merger Agreement and this summary of its terms have been included to provide you with information regarding the terms of the Merger Agreement. Acuren and NV5 are responsible for considering whether additional disclosure of material information is required to make the statements in this joint proxy statement/prospectus not misleading. Factual disclosures about Acuren and NV5 contained in this joint proxy statement/prospectus or Acuren’s or NV5’s public reports filed with the SEC may supplement, update or modify the factual disclosures about Acuren or NV5 contained in the Merger Agreement and described in the summary. The representations, warranties and covenants made in the Merger Agreement by Acuren and NV5 are qualified and subject to important limitations agreed to by Acuren and NV5 in connection with negotiating the terms of the Merger Agreement. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were made solely for the benefit of the parties to the Merger Agreement and were negotiated with the principal purpose of allocating risk between the parties to the Merger Agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality that may be different from what is generally relevant to stockholders or applicable to reports and documents filed with the SEC, and in some cases are qualified by confidential disclosures that were made by each party to the other, which disclosures are not reflected in the Merger Agreement or otherwise publicly disclosed. The representations and warranties in the Merger Agreement will not survive the completion of the Merger. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the Merger Agreement and subsequent developments or new information qualifying a representation or warranty may have been included or incorporated by reference into this joint proxy statement/prospectus. For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone, but instead should be read together with the information provided elsewhere in this joint proxy statement/prospectus and in the documents attached to or incorporated by reference into this joint proxy statement/prospectus. Please see “Where You Can Find More Information.”

The Merger

The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, and in accordance with the applicable provisions of the DGCL, (i) at the First Effective Time, Merger Sub I will merge with and into NV5, with NV5 surviving such merger as the surviving corporation in the First Merger (the “Initial Surviving Corporation”) and continuing as a direct wholly owned subsidiary of Acuren, and (ii) at the Second Effective Time, the Initial Surviving Corporation will be merged with and into Merger Sub II, with Merger Sub II continuing its existence as the surviving corporation in the Second Merger (the “Final Surviving Corporation”) as a direct wholly owned subsidiary of Acuren.

Completion of the Merger

Unless the parties agree otherwise in writing, the Closing will take place no later than five business days following the satisfaction or, to the extent permitted by applicable law, waiver, of the last of the conditions to Closing (other than any condition that by its nature is to be satisfied at the Closing, but subject to the satisfaction or waiver of any such condition); provided, that the Closing will not occur prior to July 14, 2025.

At the Closing, NV5 will file with the Secretary of State of the State of Delaware a certificate of merger for the First Merger, and the First Merger will become effective at such time or such later time as Acuren and NV5 may agree and specify in the certificate of merger for the First Merger (the time the First Merger becomes effective, the “First Effective Time”). As promptly as practicable after the First Effective Time, Merger Sub II will file with the Secretary of State of the State of Delaware a certificate of merger for the Second Merger, and the Second Merger will become effective at such time or such later time as Acuren and NV5 may agree and specify in the certificate of merger for the Second Merger (the time the Second Merger becomes effective, the “Second Effective Time”).

Acuren and NV5 currently expect to complete the Merger in the second half of 2025, subject to the receipt of the required Acuren stockholder approval and NV5 stockholder approval, regulatory approvals and the satisfaction or waiver of the other conditions to the Merger, in each case, as set forth in the Merger Agreement and described below under “— Conditions to Completion of the Merger”.

Board and Management following the First Merger and Second Merger

The Merger Agreement provides as follows:

At the First Effective Time, (i) each member of the NV5 Board immediately prior to the First Effective Time will resign from office effective as of the First Effective Time and appoint each director of Merger Sub I immediately prior to the First Effective Time as a director of the Initial Surviving Corporation as of the First Effective Time, and (ii) except as may be determined by Acuren prior to the Closing, each officer of NV5 immediately prior to the First Effective Time will continue to serve in his or her respective office as an officer of the Initial Surviving Corporation from and after the First Effective Time.

At the Second Effective Time, (i) each member of the Merger Sub II board of directors will continue as a director of the Final Surviving Corporation as of the Second Effective Time and (ii) except as may be determined by Acuren prior to the Closing, each officer of Merger Sub II immediately prior to the Second Effective Time will continue to serve in his or her respective office as an officer of the Final Surviving Corporation from and after the Second Effective Time.

Prior to, and conditioned upon the occurrence of, the Second Effective Time, Acuren will take all actions necessary in order to, effective upon the Second Effective Time, increase the size of the Acuren Board to add three directors designated by NV5 to serve in accordance with the Acuren Certificate of Incorporation and Acuren Bylaws; provided, that one of such three directors designated by NV5 will be Dickerson C. Wright, one of such three directors is expected to be Ben Heraud, and one of such three directors designated by NV5 will be reasonably acceptable to Acuren and independent of both NV5 and Acuren (such directors designated by NV5, the “NV5 Designees”). Following the Closing, Acuren, through the Acuren Board, subject to the fiduciary duties of the Acuren Board, applicable law and the rules and regulations of the NYSE, will take all necessary action to nominate the NV5 Designees for reelection to the Acuren Board in the proxy statement relating to the first annual meeting of the stockholders of Acuren after the Closing date, which such meeting is expected to be the 2026 annual meeting of stockholders.

Effect of the Merger; Merger Consideration

The Merger Agreement provides that, at the First Effective Time:

(i)     each share of NV5 Common Stock, that is owned by any of Acuren, Merger Sub I, Merger Sub II or NV5 (including shares held as treasury stock or otherwise) or any of their respective subsidiaries immediately prior to the First Effective Time (collectively, the “Excluded Shares”) will be automatically cancelled and cease to exist and no consideration will be delivered in exchange for such shares of NV5 Common Stock;

(ii)    each share of NV5 Common Stock issued and outstanding immediately prior to the First Effective Time and that is held by any person who is entitled to demand and properly demands appraisal of such share of NV5 Common Stock in accordance, and who complies in all respects, with Section 262 of the DGCL (each such share, an “Appraisal Share”) will be automatically cancelled and cease to exist and each holder of an Appraisal Share will cease to have any rights with respect thereto, except the right to appraisal of the fair value of such Appraisal Share in accordance with Section 262 of the DGCL; and

(iii)   each share of NV5 Common Stock issued and outstanding immediately prior to the First Effective Time (except for Excluded Shares and Appraisal Shares) (each, a “Converted Share”) will be automatically converted into and become the right to receive (A) the Exchange Ratio (as defined below and such amount of shares, the “Per-Share Share Consideration”) and (B) $10.00 in cash, without interest (such amount of cash, the “Per-Share Cash Consideration” and, the foregoing clauses (A) and (B), collectively, the “Merger Consideration”).

The “Exchange Ratio” means the quotient obtained by dividing (i) $13.00 by (ii) the Acuren Closing VWAP; provided, however, that (i) if the Acuren Closing VWAP is greater than or equal to $11.65, then the Exchange Ratio will be equal to 1.1157 shares of Acuren Common Stock, or (ii) if the Acuren Closing VWAP is less than or equal to $9.53, then the Exchange Ratio will be equal to 1.3636 shares of Acuren Common Stock.

Acuren will not issue any fractional shares of Acuren Common Stock in connection with the Merger. In lieu of any fractional shares of Acuren Common Stock to which a NV5 stockholder would otherwise have been entitled, each NV5 stockholder will receive an amount in cash, without interest, equal to the product of (i) the aggregate number of all fractional shares of Acuren Common Stock that would otherwise have been required to be issued to the NV5 stockholders and (ii) the Acuren Closing VWAP (rounded to the nearest cent).

At the Second Effective Time, each share of Initial Surviving Corporation common stock issued and outstanding immediately prior to the Second Effective Time will be automatically cancelled and cease to exist and no consideration will be paid with respect thereto. Each share of Merger Sub II common stock issued and outstanding immediately prior to the Second Effective Time will be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Final Surviving Corporation.

Exchange and Payment Procedures

Prior to the First Effective Time, Acuren will enter into a customary exchange agent agreement with Computershare, Inc. or, if unavailable, another financial institution designated by Acuren (the “exchange agent”) and reasonably acceptable to NV5, in connection with the First Merger and to receive the Merger Consideration to which the NV5 stockholders are entitled pursuant to the Merger Agreement.

At or prior to the First Effective Time, Acuren will deposit or cause to be deposited with the exchange agent, (A) the aggregate number of whole shares of Acuren Common Stock into which the Converted Shares are to be converted into as the Per-Share Share Consideration, (B) the aggregate amount of cash payable in lieu of any fractional shares of Acuren Common Stock payable as part of the Per-Share Share Consideration, and (C) an amount of cash equal to the Per-Share Cash Consideration. In addition, Acuren will deposit or cause to be deposited with the exchange agent, the aggregate amount of cash sufficient to pay the aggregate amount payable in respect of NV5 Executive RSAs, provided, however, that for NV5 Executive RSAs held by employees of NV5 or its subsidiaries, Acuren will deposit with NV5 the aggregate amount payable in respect of such NV5 Executive RSAs for payment through NV5’s payroll system, without interest and less applicable tax withholdings. Acuren will also deposit, or cause to be deposited, with the exchange agent an amount of cash equal to the amount of any dividends or other distributions payable on the shares of Acuren Common Stock. The foregoing deposits are collectively referred to as the “Exchange Fund.”

If any Appraisal Share subsequently becomes a Converted Share, Acuren will deposit with the Exchange Agent, for addition to the Exchange Fund, (1) the aggregate number of whole shares of Acuren Common Stock, into which such subsequently Converted Shares were in accordance with the terms of the Merger Agreement, (2) the aggregate amount of cash into which such subsequently Converted Shares were converted in accordance with the terms of the Merger Agreement, (3) the aggregate amount of cash in lieu of fractional shares of Acuren Common Stock payable with respect to such subsequently Converted Shares.

Certificates

As soon as practicable after the First Effective Time, Acuren will cause the exchange agent to deliver to each record holder of an outstanding certificate or certificates whose shares of NV5 Common Stock were converted into the right to receive the Merger Consideration, (A) a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to such certificates will pass, only upon proper delivery of such certificates to the exchange agent, and which will be in a customary form and agreed to by Acuren and NV5) and (B) instructions for use in effecting the surrender of such certificates in exchange for the Merger Consideration.

Upon surrender to the exchange agent of a certificate for cancellation, together with the letter of transmittal, duly executed, and such other customary documents as may be reasonably required by the exchange agent, the holder of such certificate will be entitled to receive in exchange therefor and Acuren will cause the exchange agent to pay and deliver in exchange thereof as promptly as reasonably practicable, (1) cash in an amount equal to the Per-Share Cash Consideration, multiplied by the number of shares of NV5 Common Stock previously represented by such certificate, (2) the number of shares of Acuren Common Stock (which will be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive for the shares of NV5 Common Stock represented by such certificate as the Per-Share Share Consideration (after taking into account all other certificates surrendered by such holder), (3) any dividends or other distributions payable on Acuren Common Stock, and (4) cash in lieu of fractional shares of Acuren Common Stock as part of the Per-Share Share Consideration, and the certificate so surrendered will be canceled.

In the event of a transfer of ownership of NV5 Common Stock that is not registered in the transfer records of NV5, payment may be made and shares may be issued to a person other than the person in whose name the certificate so surrendered is registered, if such certificate is properly endorsed or otherwise in proper form for transfer and the person requesting such payment will pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such certificate or establish to the satisfaction of Acuren that such tax was paid or is not applicable.

In the event any certificate has been lost, stolen or destroyed, upon the making of an affidavit, in form and substance reasonably acceptable to Acuren, of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Acuren or the exchange agent, the posting by such person of a bond in reasonable amount as Acuren or the exchange agent may direct, as indemnity against any claim that may be made against it or the Final Surviving Corporation related to such certificate, the exchange agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration and any unpaid dividends or other distributions that would be payable or deliverable in respect thereof in accordance with the Merger Agreement had such lost, stolen or destroyed certificate been surrendered as provided in the Merger Agreement.

Book-Entry Shares

As soon as reasonably practicable after the First Effective Time, any holder of a Converted Share represented by book-entry will not be required to deliver a certificate or an executed letter of transmittal to the exchange agent. In lieu thereof, each holder of record of one or more Converted Share represented by book-entry will automatically upon the First Effective Time be entitled to receive, and Acuren will cause the exchange agent to pay and deliver (A) cash in an amount equal to the Per-Share Cash Consideration, multiplied by the number of Converted Shares previously represented by book-entry, (B) the number of shares of Acuren Common Stock (which will be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares of Acuren Common Stock that such holder has the right to receive for such Converted Shares, (C) any dividends or distributions payable pursuant to the Merger Agreement and (D) cash in lieu of fractional shares of Acuren Common Stock payable as part of the Per-Share Share Consideration.

No interest will be paid or accrued on any cash portion of the Merger Consideration payable upon surrender of any NV5 stock certificate (or affidavits of loss in lieu thereof) or NV5 book-entry shares.

Any portion of the Exchange Fund that remains undistributed to the former holders of NV5 Common Stock for 12 months after the First Effective Time will be delivered to the Final Surviving Corporation, upon demand, and any former holder of NV5 Common Stock who has not complied with the Merger Agreement will thereafter look only to Acuren for payment of its claim for the Merger Consideration and any dividends or distributions on shares of Acuren Common Stock in accordance with the Merger Agreement. Any portion of the Merger Consideration

provided to the exchange agent to pay for any subsequently Converted Share will be delivered to Acuren promptly (and in any event within two business days) of Acuren’s demand to the exchange agent; provided, that in such case, until 12 months after the First Effective Time, Acuren will make available to the exchange agent, as needed, the Merger Consideration to be delivered for such subsequently Converted Share.

Acuren, NV5, the Final Surviving Corporation, the exchange agent, and any other applicable withholding agent will be entitled to deduct and withhold from the consideration or other amounts otherwise payable pursuant to the Merger Agreement any amounts as are required to be deducted or withheld with respect to such payment under applicable law, subject to notice to NV5 in certain circumstances. In the event that amounts are deducted or withheld, and timely remitted to any governmental authority to the extent required under applicable law, such amounts will be treated as having been paid to the person in respect of which such deduction or withholding was made.

Treatment of NV5 Equity Awards in the Merger

The Merger Agreement provides that each NV5 RSA outstanding immediately prior to the First Effective Time that remains unvested at the First Effective Time will automatically be cancelled and replaced with the grant by Acuren of a restricted stock award (a “Replacement RSA Award”), on similar terms and conditions as was applicable to such NV5 RSA immediately prior to the First Effective Time (including the vesting schedule), and the number of shares of Acuren Common Stock subject to such Replacement RSA Award will be determined by multiplying (x) the number of shares of NV5 Common Stock subject to such Replacement RSA Award immediately prior to the First Effective Time by (y) the sum of the Exchange Ratio plus the quotient obtained by dividing the Per-Share Cash Consideration by the Acuren Closing VWAP, rounding to the nearest whole number of shares.

Each NV5 Executive RSA outstanding immediately prior to the First Effective Time that remains unvested will automatically vest in full immediately prior to the First Effective Time and, immediately thereafter, each share of NV5 Common Stock subject to such NV5 Executive RSA or any NV5 Executive RSA that will have automatically vested in full in accordance with the terms thereof upon the effectiveness of the resignations of NV5’s directors pursuant to the terms of the Merger Agreement will, in each such case, be automatically converted into and become the right to receive the Merger Consideration, without interest, and will be settled at the same time and in the same manner as a Converted Share in accordance with the Merger Agreement, less applicable tax withholdings.

Prior to the First Effective Time, the NV5 Board will take such actions that are necessary to terminate the NV5 equity plans, effective immediately prior to, but subject to the occurrence of, the First Effective Time and to provide for or give effect to the replacement of the equity awards as described in this section. All NV5 RSAs and NV5 Executive RSAs will no longer have any force or effect after the First Effective Time.

For additional information on the treatment of NV5 equity awards, please see “The Merger — Interests of NV5’s Executive Officers and Non-Employee Directors in the Merger — Treatment of NV5 Equity Awards in the Merger.”

Existing Indebtedness

On the Closing date, in addition to all other payments required to be made pursuant to the Merger Agreement, Acuren will pay (or cause to be paid) all amounts required to be paid pursuant to the payoff letters delivered by NV5 in accordance with the Merger Agreement by wire transfer of immediately available funds to the accounts designated by the lenders of NV5 and its subsidiaries.

Representations and Warranties

Acuren and NV5 have each made representations and warranties to the other. NV5’s representations and warranties relate to, among other topics, the following: (i) organization, good standing, corporate power and its subsidiaries; (ii) capitalization; (iii) corporate authority to execute and deliver the Merger Agreement; (iv) absence of conflicts with, or violations of, organizational documents, other contracts, and applicable laws; (v) required regulatory filings and consents and approvals of governmental entities; (vi) SEC reports and financial statements and related party transactions; (vii) absence of undisclosed material liabilities; (viii) absence of certain changes or events; (ix) absence of actions or orders before or by any governmental authority (x) compliance with applicable laws and permits; (xi) compensation and employee benefits; (xii) employment and labor matters; (xiii) environmental matters; (xiv) real property, title to assets; (xv) tax matters; (xvi) material contracts; (xvii) governmental contracts;

(xviii) intellectual property and software; (xix) data privacy and protection; (xx) insurance; (xxi) key vendors and clients; (xxii) absence of undisclosed brokers’ fees and expenses; and (xxiii) receipt of the opinion of Baird described in the section entitled “The Merger — Opinion of Baird”.

Acuren’s representations and warranties relate to, among other topics, the following: (i) organization, good standing, corporate power and its subsidiaries; (ii) capitalization of Acuren and capitalization and operations of Merger Sub I and Merger Sub II; (iii) corporate authority to execute and deliver the Merger Agreement; (iv) absence of conflicts with, or violations of, organizational documents, other contracts, and applicable laws; (v) SEC reports and financial statements and related party transactions; (vi) absence of undisclosed material liabilities; (vii) absence of certain changes or events; (viii) absence of actions or orders before or by any governmental authority (ix) compliance with applicable laws and permits; (x) compensation and employee benefits; (xi) employment and labor matters; (xii) environmental matters; (xiii) real property, title to assets; (xiv) tax matters; (xv) material contracts; (xvi) governmental contracts; (xvii) intellectual property and software; (xviii) data privacy and protection; (xix) insurance; (xx) key vendors and clients; (xxi) financing of the Merger; and (xxii) absence of undisclosed brokers’ fees and expenses.

Acuren, NV5, Merger Sub I and Merger Sub II have qualified certain of the representations and warranties by a materiality or material adverse effect standard. The Merger Agreement defines “material adverse effect” as:

•        With respect to Acuren, any material adverse change in or a material adverse effect upon, the business, condition (financial or otherwise), liabilities (actual or contingent) or results of operations of Acuren and its subsidiaries, taken as a whole; provided, however, that any change arising out of any of the following will not be such an Acuren Material Adverse Effect or be taken into account in determining whether such an Acuren Material Adverse Effect has occurred or would reasonably be expected to occur: (i) any change or development in general U.S. or global economic conditions, including any changes affecting financial, credit, foreign exchange or capital market conditions; (ii) any change or development in the general conditions of any industry or industries in which Acuren or any of its subsidiaries operates; (iii) any change or development in general regulatory, legislative or political conditions or in securities, credit, financial, debt or other capital markets, in each case in the U.S. or any foreign jurisdiction; (iv) any change in or adoption, implementation, promulgation, repeal, reinterpretation or proposal in of applicable law or generally accepted accounting principle (or authoritative interpretations thereof) after the date of the Merger Agreement; (v) any change or development in geopolitical conditions, the outbreak, continuation or escalation of hostilities or military action, any acts of war (whether or not declared), sabotage or terrorism, declaration of martial law or any escalation or worsening of any such acts of war (whether or not declared), sabotage or terrorism; (vi) natural disasters, earthquakes, floods, hurricanes, tornadoes, weather conditions or other acts of nature or God (including outbreaks or continued presence of epidemics, pandemics, disease outbreaks, other public health event, contagious disease, epidemic, pandemic) or other public health event, and the governmental responses thereto, or any worsening of such conditions threatened or existing as of the date of the Merger Agreement; (vii) (A) the public announcement and pendency of the Merger Agreement or the anticipated consummation of the Merger or any other transaction contemplated thereby or (B) the taking of any action at the written request of or with the prior written consent of NV5; or (viii) (A) any decline, in and of itself, in the trading price or trading volume of Acuren Common Stock, (B) any failure, in and of itself, by Acuren to meet public estimates or forecasts of revenues, earnings or other financial metrics or (C) any failure, in and of itself, to meet any internal or published projections, forecasts, budgets, plans, estimates, expectations or predictions of revenues, earnings or other financial or operating metrics performance, or results for any period or (D) any reduction, in and of itself, in the credit rating of Acuren or any of Acuren’s subsidiaries (provided, that any event, change, effect, development, state of facts, condition, circumstance and occurrence giving rise to or contributing to such decline, failure or reduction that is not otherwise excluded from the definition of Acuren Material Adverse Effect may be taken into account in determining whether an Acuren Material Adverse Effect has occurred or whether an Acuren Material Adverse Effect would reasonably be expected to occur); provided, however, that any event, change, effect, development, state of facts, condition or occurrence referred to in the foregoing clauses (i)–(vi) may be taken into account in determining whether an Acuren Material Adverse Effect has occurred or whether an Acuren Material Adverse Effect would reasonably be expected to occur, in each case, to the extent that such fact, circumstance, occurrence, effect, development, change or condition has a disproportionate adverse effect on the Acuren Entities, taken as a whole, relative to the adverse effects

thereof on other companies operating in the industries in which the Acuren Entities operate (provided, that only such disproportionate effect will be taken into account in determining whether an Acuren Material Adverse Effect has occurred or would reasonably be expected to occur).

•        With respect to NV5, any material adverse change in or material adverse effect upon, the business, condition (financial or otherwise), liabilities (actual or contingent) or results of operations of NV5 and its subsidiaries, taken as a whole; provided, however, that any change arising out of any of the following will not be such a NV5 Material Adverse Effect or be taken into account in determining whether such a NV5 Material Adverse Effect has occurred or would reasonably be expected to occur: (i) any change or development in general U.S. or global economic conditions, including any changes affecting financial, credit, foreign exchange or capital market conditions; (ii) any change or development in the general conditions of any industry or industries in which any of NV5 or its subsidiaries operates; (iii) any change or development in general regulatory, legislative or political conditions or in securities, credit, financial, debt or other capital markets, in each case in the U.S. or any foreign jurisdiction; (iv) any change in or adoption, implementation, promulgation, repeal, reinterpretation or proposal in of applicable law or generally accepted accounting principles (or authoritative interpretations thereof) after the date of the Merger Agreement; (v) any change or development in geopolitical conditions, the outbreak, continuation or escalation of hostilities or military action, any acts of war (whether or not declared), sabotage or terrorism, declaration of martial law or any escalation or worsening of any such acts of war (whether or not declared), sabotage or terrorism; (vi) natural disasters, earthquakes, floods, hurricanes, tornadoes, weather conditions or other acts of nature or God (including outbreaks or continued presence of epidemics, pandemics disease outbreaks, other public health event, contagious disease, epidemic, pandemic) or other public health event, and the governmental responses thereto, or any worsening of such conditions threatened or existing as of the date of the Merger Agreement; (vii) (A) the public announcement and pendency of the Merger Agreement or the anticipated consummation of the Merger or any other transaction contemplated thereby or (B) the taking of any action at the written request of or with the prior written consent of Acuren, Merger Sub I or Merger Sub II; or (viii) (A) any decline, in and of itself, in the trading price or trading volume of the NV5 Common Stock, (B) any failure, in and of itself, by NV5 to meet public estimates or forecasts of revenues, earnings or other financial metrics or (C) any failure, in and of itself, to meet any internal or published projections, forecasts, budgets, plans, estimates, expectations, or predictions of revenues, earnings or other financial or operating metrics performance, or results for any period or (D) any reduction, in and of itself, in the credit rating of NV5 or any of its subsidiaries (provided, that any event, change, effect, development, state of facts, condition, circumstance and occurrence giving rise to or contributing to such decline, failure or reduction that is not otherwise excluded from the definition of NV5 Material Adverse Effect may be taken into account in determining whether a NV5 Material Adverse Effect has occurred or whether a NV5 Material Adverse Effect would reasonably be expected to occur); provided, however, that any event, change, effect, development, state of facts, condition or occurrence referred to in the foregoing clauses (i)–(vi) may be taken into account in determining whether a NV5 Material Adverse Effect has occurred or whether a NV5 Material Adverse Effect would reasonably be expected to occur, in each case, to the extent that such fact, circumstance, occurrence, effect, development, change or condition has a disproportionate adverse effect on NV5 and its subsidiaries, taken as a whole, relative to the adverse effects thereof on other companies operating in the industries in which NV5 and its subsidiaries operate (provided, that only such disproportionate effect will be taken into account in determining whether a NV5 Material Adverse Effect has occurred or would reasonably be expected to occur).

Conduct of Business

Pursuant to the Merger Agreement, each of Acuren and NV5 has agreed to restrict certain conduct of its respective business between May 14, 2025, and the earlier of the First Effective Time and the termination of the Merger Agreement.

Conduct of Business by NV5 and its Subsidiaries

In general, except (i) as otherwise expressly required by the terms of the Merger Agreement or as may be required by applicable law, (ii) as disclosed to Acuren previously or (iii) as consented to in writing by Acuren, prior to the First Effective Time or the earlier termination of the Merger Agreement, NV5 will, and will cause each of its

subsidiaries to, use commercially reasonable efforts to conduct its businesses in the ordinary course of business in all material respects and (A) preserve intact in all material respects its business organization and goodwill, (B) maintain in effect all material permits necessary for the continued conduct of its businesses, (C) keep available the services of its executive officers and key employees on reasonable terms and (D) maintain reasonable relationships with its clients, vendors and other persons having material business relationships with NV5 and its subsidiaries and with governmental authorities having jurisdiction over its businesses and operations.

In addition, except as previously disclosed to Acuren, expressly required by the Merger Agreement, applicable law, or otherwise consented to in writing by Acuren, prior to the First Effective Time, NV5 has agreed that it will not, and will cause its subsidiaries not to, directly or indirectly:

(i)       amend any of their respective organizational or governing documents (in the case of any NV5 subsidiary, in any material respect);

(ii)      issue, grant, sell, transfer, lease, license, mortgage, pledge, create or incur any lien (except for any permitted lien) on, or otherwise encumber, any capital stock of NV5 or its subsidiaries, except for shares of NV5 Common Stock issuable upon the vesting of NV5 Equity Awards that were outstanding on May 5, 2025, in the ordinary course, as permitted by the Merger Agreement in connection with a Permitted Acquisition (as defined below), or as required under the terms of the NV5 equity plans or applicable award agreement;

(iii)     (A) enter into any contract, or amend or terminate any existing contract, related to the voting or disposition of any shares of capital stock or other equity securities of NV5 or any of its subsidiaries, or (B) adopt or implement any stockholder rights plan or similar arrangement;

(iv)     (A) enter into any joint venture or partnership or (B) except for a permitted acquisition under the terms of the Merger Agreement, make any investment in a non-wholly owned subsidiary, in each case, material to NV5 and its subsidiaries, taken as a whole;

(v)      enter into any transactions, agreements, arrangements or understandings with any affiliate or other person that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act;

(vi)     (A) redeem, purchase (or repurchase) or otherwise acquire any NV5 Common Stock or other equity securities of NV5 or any of its subsidiaries, except for the acquisition of shares of NV5 Common Stock in order to satisfy any required tax withholding associated with the vesting, forfeiture or settlement of outstanding NV5 Equity Awards, or (B) adjust, split, combine, subdivide, consolidate or reclassify any shares of NV5 Common Stock;

(vii)    declare, set aside for payment or pay any dividend, or make any other actual, constructive or deemed distribution (whether in cash, stock or other assets or any combination thereof), on any shares of NV5 Common Stock or other equity securities of NV5 or any of its subsidiaries or otherwise make any payments to any holder of equity securities of NV5 or any of its subsidiaries (in its capacity as such), except for dividends and distributions by a direct or indirect wholly owned subsidiary of NV5 to NV5 or another direct or indirect wholly owned subsidiary of NV5;

(viii)   (A) except for borrowings under the existing NV5 credit facility in the ordinary course of business, incur or otherwise acquire, or modify in any material respect the terms of, any indebtedness for borrowed money or assume, guarantee, make a commitment for, or endorse or otherwise become responsible for any such indebtedness of any other person (except for indebtedness owed to a wholly owned subsidiary of NV5), (B) except in connection with an acquisition permitted by the Merger Agreement, make any loans, advances or capital contributions to, or investments in, any other person (except for a wholly owned subsidiary of NV5 or as required by NV5’s or its subsidiaries’ respective organizational or governance documents), (C) issue or sell any debt securities or calls, options, warrants, or other rights to acquire any debt securities in NV5 or any of its subsidiaries, enter into any “keep well”, credit support or other contract to maintain any financial statement condition of any other person (except for a wholly owned subsidiary of NV5) or enter into any arrangement (including any capital lease) having the economic effect of the foregoing or (D) redeem, repurchase, prepay, defease or cancel any indebtedness for borrowed money;

(ix)     sell, assign, transfer, lease, license, mortgage, pledge, create or incur any lien (other than permitted liens) on, otherwise encumber, allow to lapse or otherwise dispose of, any material asset, property or right, including any real property owned or leased by NV5, license, intellectual property, operation, right, product line, business or interest, except for (A) sales, non-exclusive license grants or other dispositions in the ordinary course of business or (B) for dispositions solely among NV5 and its subsidiaries;

(x)      (A) merge or consolidate with any person, (B) acquire any equity securities of, or otherwise invest in, any person (or any business thereof) (except for a wholly owned subsidiary of NV5), by purchase of stock, securities or assets, or by merger, consolidation or contributions to capital, from any other person (except for such transactions among NV5 and/or its subsidiaries) or (C) acquire all or a material portion of the assets of any person (except for equity securities of an entity that is a wholly owned subsidiary of NV5 as of the date of the Merger Agreement), except, in the case of each of clause (A), (B) or (C), for the consummation of any acquisition (x) pursuant to an executed letter of intent or a binding definitive acquisition agreement disclosed to Acuren in accordance with the terms thereof or (y) if the consideration payable by NV5 or its subsidiaries does not exceed $10,000,000 individually or $50,000,000 in the aggregate (provided, that a description of the material terms of such acquisition, in reasonable detail, has been made available to Acuren prior to the consummation thereof) (each, a “Permitted Acquisition”);

(xi)     other than capital expenditures contemplated by the capital expenditure budget of NV5 and its subsidiaries for the relevant fiscal year (which capital expenditure budget will have been made available to Acuren prior to the date of the Merger Agreement), make or authorize any payment of, or accrual or commitment for, capital expenditures in excess of $2,000,000 individually or $8,000,000 in the aggregate during such fiscal year;

(xii)    enter into, renew, materially modify or terminate any contract that is or would be (if in effect as of the date of the Merger Agreement) a material contract of NV5 (other than any that expire by their terms), or waive, release or assign any material rights or claims thereunder;

(xiii)   except as required by the terms of any NV5 benefit plan in effect on the date of the Merger Agreement, as disclosed to Acuren, in the ordinary course of business, or in connection with any Permitted Acquisition, (A) grant any equity or equity-based award (it being understood, for the avoidance of doubt, that, except as previously disclosed to Acuren, any equity or equity-based awards granted to the extent permitted under the Merger Agreement will be on terms consistent with past practices and equity-based awards will not provide for automatic vesting upon the consummation of the transactions contemplated by the Merger Agreement) or increase the compensation or benefits provided to any NV5 employee or other service provider, (B) grant or provide any severance or termination payments or benefits to any NV5 employee or other service provider, except for the payment of severance amounts or benefits in the ordinary course of business pursuant to the terms of a NV5 benefit plan, (C) accelerate the time of payment or vesting of, or the lapsing of restrictions related to, or fund or otherwise secure the payment of, any compensation or benefits (including any equity or equity-based awards) to any NV5 employee or other service provider, except for accelerating the time of payment or vesting of cash-based compensation in the ordinary course of business, (D) establish, adopt, enter into, terminate or amend any material NV5 benefit plan or establish, adopt or enter into any plan, agreement, program, policy, trust, fund or other arrangement that would be a material NV5 benefit plan if it were in existence as of the date of the Merger Agreement (it being agreed that any NV5 benefit plan providing for severance, change in control, retention, transaction bonus, or similar compensation, benefits and entitlements is a material NV5 benefit plan), (E) hire or engage any person to be a NV5 employee or other service provider, except for (1) replacing any person below the level of Senior Vice President, Director, Chief Operation Officer, President, Executive Vice President or Vice President who leaves NV5 following the date of the Merger Agreement or (2) hiring or engaging employees with annual base pay or fees not in excess of $300,000, in each case, in the ordinary course of business, (F) terminate (except for cause) the employment or engagement of any NV5 employee or other service provider with annual base pay or fees in excess of $300,000;

(xiv)   recognize or certify any labor union or group of employees of NV5 or its subsidiaries as the bargaining representative for any employees of any of NV5 or its subsidiaries, enter into or establish any new, or terminate or materially amend or modify, any collective bargaining agreement, voluntary recognition agreement, card check agreement, neutrality agreement, union security agreement, project labor agreement, or relationship with any labor union, labor organization, works council or trade association or similar body, or enter into negotiations regarding any such agreement;

(xv)    implement or announce any employee layoffs, plant closings, reductions in force, furloughs, temporary layoffs, salary or wage reductions, work schedule changes or other such actions that would trigger notice obligations under the WARN Act or any similar applicable state law;

(xvi)   expressly waive or otherwise materially amend any restrictive covenant obligations of any NV5 employee or other service provider;

(xvii)  settle or compromise, or waive any claim or right related to, any lawsuit, action or other dispute in excess of $2,000,000 individually or $10,000,000 in the aggregate;

(xviii) cancel or fail to renew (upon expiration, on substantially the same terms as in effect on the date of the Merger Agreement) or fail to maintain compliance with the terms of, any material insurance policy of NV5;

(xix)   except as required by generally acceptable accounting principle or any governmental authority with competent jurisdiction, as applicable, make any material change in financial accounting methods, principles or practices used by NV5;

(xx)    authorize or adopt, or publicly propose, a plan or agreement of reorganization, complete or partial liquidation or dissolution;

(xxi)   enter into a new line of business;

(xxii)  except as required by applicable law, (A) make, change or revoke any material tax election other than tax elections in the ordinary course of business in accordance with past practices, (B) file any income or other material amended tax return, (C) adopt or change any tax accounting period, (D) settle or compromise any material action, dispute or other similar proceeding related to taxes, in excess of the amount of accrued reserves disclosed in NV5’s publicly available filings related to such matter, (E) consent to any extension or waiver of any limitation period related to any claim or assessment for taxes, (F) surrender any right to claim a refund of income or other material taxes, (G) enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) or any other agreement relating to taxes with any governmental authority, (H) request any material ruling from any governmental authority with respect to taxes, or (I) file any income or other material tax return in a manner, or reflecting a position, materially inconsistent with past practice; or

(xxiii) agree, resolve, authorize or commit to take any action that is prohibited by the foregoing.

Conduct of Business by Acuren and its Subsidiaries

In general, except (i) as otherwise expressly required by the terms hereof or as may be required by applicable law, (ii) as previously disclosed to NV5 or (iii) as consented to in writing by NV5, prior to the First Effective Time or the earlier termination of the Merger Agreement in accordance with its terms, Acuren will, and will cause each of its subsidiaries to, use commercially reasonable efforts to conduct its businesses in the ordinary course of business in all material respects and (A) preserve intact its business organization and goodwill, (B) maintain in effect all material permits necessary for the continued conduct of its businesses, (C) preserve reasonable relationships with customers, suppliers and any other Person having material business relationships with Acuren and with governmental authorities having jurisdiction over the businesses and operations of Acuren and (D) keep available the services of its executive officers and key employees on reasonable terms.

In addition, except as previously disclosed to NV5, expressly required by the Merger Agreement, applicable law or as otherwise consented to in writing by NV5, until the earlier of the First Effective Time and the termination of the Merger Agreement, Acuren has agreed that it will not, and will cause its subsidiaries not to:

(i)     amend (A) the Acuren’s Certificate of Incorporation or (B) the other organizational or governance documents of Acuren or any of its subsidiaries in any material respect;

(ii)    declare, set aside, make or pay any dividend, or make any other actual, constructive or deemed distribution (whether in cash, stock or other assets or any combination thereof), with respect to any shares of Acuren Common Stock or other equity securities of Acuren or its subsidiaries (other than the Acuren Preferred Stock), except for dividends and distributions by a direct or indirect wholly owned subsidiary of Acuren to Acuren or another direct or indirect wholly owned subsidiary of Acuren;

(iii)   except as required by applicable law, (A) make, change or revoke any material tax election other than tax elections in the ordinary course of business in accordance with past practices, (B) file any income or other material amended tax return, (C) adopt or change any tax accounting period, (D) settle or compromise any material lawsuit, proceeding, action or other similar dispute related to taxes, in excess of the amount of accrued reserves disclosed in Acuren’s publicly available filings related to such matter, (E) consent to any extension or waiver of any limitation period related to any claim or assessment for taxes, (F) surrender any right to claim a refund of income or other material taxes, (G) enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local or non-U.S. Law) or any other agreement relating to taxes with any governmental authority, (H) request any material ruling from any governmental authority with respect to taxes, or (I) file any income or other material tax return in a manner, or reflecting a position, materially inconsistent with past practice;

(iv)   adopt a plan of complete or partial liquidation, dissolution, merger or consolidation, other than internal restructuring transactions between or among Acuren or its subsidiaries;

(v)    issue, grant, sell, transfer, lease, license, mortgage, pledge, create or incur any lien on, or otherwise encumber, any shares of Acuren Common Stock, Acuren Preferred Stock or any other equity securities of Acuren or any of its subsidiaries, except for (A) shares of Acuren Common Stock issuable upon the vesting, exercise or settlement of any Acuren equity awards that were outstanding on May 5, 2025, as required under the terms of the Acuren equity incentive plan or applicable award agreement, (B) Acuren equity awards granted to new employee hires in the ordinary course of business pursuant to the Acuren equity incentive plan, (C) the issuance of shares of Acuren Common Stock in the ordinary course of business as required pursuant to the terms of the ESPP, (D) shares of Acuren Common Stock issuable upon the exercise of any warrants, options, purchase rights or any such other equity securities (other than Acuren equity awards) convertible into or exercisable or exchangeable for shares of Acuren Common Stock that were outstanding on the May 5, 2025, as required by the terms of such equity securities, or (E) shares of Acuren Common Stock issuable upon the payment of dividends or distributions declared on the Acuren Preferred Stock pursuant to the terms thereof;

(vi)   sell, assign, transfer, lease, license, mortgage, pledge, create or incur any lien (other than permitted liens) on, otherwise encumber, allow to lapse or otherwise dispose of, any material asset, property or right, including any real property owned or leased by Acuren, license, intellectual property, operation, right, product line, business or interest in excess of $250 million, except for (A) sales, non-exclusive license grants or other dispositions in the ordinary course of business or (B) dispositions solely among Acuren or any of its subsidiaries;

(vii)  (A) merge or consolidate with any person, (B) acquire any equity securities of, or otherwise invest in, any person (or any business thereof) (except for a wholly owned subsidiary of Acuren), by purchase of stock, securities or assets, or by merger, consolidation or contributions to capital, from any other person (except for such transactions among Acuren and its subsidiaries), or (C) acquire all or a material portion of the assets of any person (except for equity securities of an entity that is a wholly owned subsidiary of Acuren as of the date of the Merger Agreement), except, in the case of each of clause (A), (B) or (C), for the consummation of any such acquisition (x) pursuant to a binding definitive acquisition agreement previously disclosed to NV5 in accordance with the terms thereof or (y) if the consideration payable

by any of Acuren or its subsidiaries does not exceed $10,000,000 individually or $50,000,000 in the aggregate (provided, that a description of the material terms of such acquisition, in reasonable detail, has been made available to NV5 prior to the consummation thereof);

(viii) except as required by generally accepted accounting principles or any governmental authority with competent jurisdiction, as applicable, make any material change in financial accounting methods, principles or practices used by Acuren;

(ix)   (A) redeem, purchase (or repurchase) or otherwise acquire any shares of Acuren Common Stock or other equity securities of any of Acuren or its subsidiaries, except for the acquisition of shares of Acuren Common Stock in order to satisfy any required tax withholding associated with the vesting, exercise, forfeiture or settlement of outstanding Acuren equity awards, or (B) adjust, split, combine, subdivide, consolidate or reclassify any shares of Acuren Common Stock, other than any such action taken by Acuren to satisfy, comply with or maintain (or re-gain) compliance with, applicable stock exchange rules and regulations (including initial and continued listing standards) or as required pursuant to applicable listing agreements;

(x)    enter into a new material line of business; or

(xi)   agree, resolve, authorize or commit to take any action that is prohibited by the foregoing.

In addition, from May 14, 2025 through the earlier of the First Effective Time and the termination of the Merger Agreement, neither Merger Sub I nor Merger Sub II will engage in any activities of any nature except as provided in or contemplated by the Merger Agreement or in furtherance of the consummation of the transactions contemplated thereby.

Efforts to Hold the Acuren and NV5 Special Meetings

Acuren Special Meeting

Acuren has agreed to take all action necessary in accordance with applicable laws and the organizational documents of Acuren to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the approval of the Acuren stockholder approval, to be held as promptly as practicable following the registration statement, of which this joint proxy statement/prospectus forms a part, being declared effective by the SEC and (and in any event will use reasonable best efforts to convene such meeting within 45 days thereof). Unless there has been an Acuren Change of Recommendation in accordance with the terms of the Merger Agreement, the Acuren Board must recommend that the Acuren stockholders vote in favor of the Acuren Stock Issuance at the Acuren Special Meeting and the Acuren Board must solicit from Acuren stockholders proxies in favor of the Acuren Stock Issuance, and this joint proxy statement/prospectus is required to include such recommendation of the Acuren Board.

Acuren (i) will be required to adjourn or postpone the Acuren Special Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to this joint proxy statement/prospectus is provided to the Acuren stockholders or (B) if, as of the time the Acuren Special Meeting is scheduled, there are insufficient shares of Acuren Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Acuren Special Meeting, and (ii) will, at the request of NV5, adjourn or postpone the Acuren Special Meeting if, as of the time for which the Acuren Special Meeting is scheduled, there are insufficient shares of Acuren Common Stock represented (either in person or by proxy) to obtain the Acuren stockholder approval. Notwithstanding the foregoing, the Acuren Special Meeting will not be adjourned or postponed to a date that is more than 15 business days after the immediately preceding date for which the Acuren Special Meeting was previously scheduled (it being understood that such Acuren Special Meeting will be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Acuren Special Meeting will be adjourned or postponed no more than one time in the circumstances described in the foregoing clause (ii) exist) and may be adjourned or postponed every time the circumstances described in (ii) exist). However, the Acuren Special Meeting will not be adjourned or postponed to a date on or after September 30, 2025.

If requested by NV5, Acuren will promptly provide all voting tabulation reports relating to the Acuren Special Meeting and will otherwise keep NV5 reasonably informed regarding the status of the solicitation and any material oral or written communications from or to Acuren stockholders with respect thereto. Unless there has been an Acuren Change of Recommendation, the parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Acuren stockholders or any other person to prevent the approval of the Acuren Stock Issuance by the Acuren stockholders.

Once Acuren has established the Acuren Record Date, Acuren will not change such record date or establish a different record date for the Acuren Special Meeting without the prior written consent of NV5 (which consent will not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable law or Acuren’s governing documents or in connection with a postponement or adjournment of the Acuren Special Meeting permitted by the Merger Agreement. In the event of any postponement or adjournment in which there are insufficient shares of Acuren Common Stock represented (either in person or by proxy) to constitute a quorum or obtain the Acuren stockholder approval, Acuren will use its reasonable best efforts to ensure such a quorum and approval at the Acuren Special Meeting following such postponement or adjournment.

NV5 Special Meeting

NV5 has agreed to take all action necessary in accordance with applicable laws and the organizational documents of NV5 to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the NV5 stockholder approval, to be held as promptly as practicable following the registration statement, of which this joint proxy statement/prospectus forms a part, being declared effective by the SEC (and in any event will use reasonable best efforts to convene such meeting within 45 days thereof); provided, that in no event will NV5 be required to convene and hold the NV5 Special Meeting on a date that is prior to the termination of the NV5 Go-Shop Period (as defined below). Unless there has been a NV5 Change of Recommendation in accordance with the Merger Agreement, the NV5 Board must recommend that the NV5 stockholders vote in favor of the adoption of the Merger Agreement and the Merger and the NV5 Board must use its reasonable best efforts to solicit from the NV5 stockholders proxies in favor of the adoption of the Merger Agreement and the Merger (which reasonable best efforts will include engaging a proxy solicitation firm reasonably acceptable to Acuren pursuant to a written engagement letter with customary terms (including with respect to compensation payable to the proxy solicitation firm), and this joint proxy statement/prospectus is required to include such recommendation of the NV5 Board.

NV5 (i) will be required to adjourn or postpone the NV5 Special Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to this joint proxy statement/prospectus is provided to the NV5 stockholders or (B) if, as of the time for which the NV5 Special Meeting is scheduled, there are insufficient shares of NV5 Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such NV5 Special Meeting and (ii) will, at the request of Acuren, adjourn or postpone the NV5 Special Meeting if, as of the time for which the NV5 Special Meeting is scheduled, there are insufficient shares of NV5 Common Stock represented (either in person or by proxy) to obtain the NV5 stockholder approval; provided, however, that unless otherwise agreed to by the parties, the NV5 Special Meeting will not be adjourned or postponed to a date that is more than 15 business days after the immediately preceding date for which the NV5 Special Meeting was previously scheduled (it being understood that such NV5 Special Meeting will be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such NV5 Special Meeting will be adjourned or postponed no more than one time in the circumstances described in the foregoing clause (ii) exist) or to a date on or after September 30, 2025.

If requested by Acuren, NV5 will promptly provide all voting tabulation reports relating to the NV5 Special Meeting and will otherwise keep Acuren reasonably informed regarding the status of the solicitation and any material oral or written communications from or to NV5 stockholders with respect thereto. Unless there has been a NV5 Change of Recommendation, the parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the NV5 stockholders or any other person to prevent the approval of the Merger Agreement and the Merger by the NV5 stockholders.

Once NV5 has established a record date for the NV5 Special Meeting, NV5 may not change such record date or establish a different record date for the NV5 Special Meeting without the prior written consent of Acuren (which consent will not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable law or its organizational documents or in connection with a postponement or adjournment of the NV5 Special Meeting

permitted pursuant to the Merger Agreement. In the event of any postponement or adjournment in which there are insufficient shares of NV5 Common Stock represented (either in person or by proxy) to constitute a quorum or obtain the NV5 stockholder approval, NV5 will use its reasonable best efforts to ensure such a quorum and approval at the NV5 Special Meeting following such postponement or adjournment.

Timing of Special Meetings

Acuren and NV5 are required to cooperate and use their reasonable best efforts to set the record dates for and hold the Acuren Special Meeting and the NV5 Special Meeting on the same day at approximately the same time.

No Solicitation; Changes in Recommendation

NV5 Go-Shop Period

During the period beginning on May 14, 2025 and continuing until 11:59 p.m. (Eastern Time) on July 14, 2025 (the “NV5 Go-Shop Period”), NV5 and its subsidiaries and their representatives will have the right to: (i) solicit, initiate, facilitate or encourage the submission of an NV5 Alternative Acquisition Proposal, including by way of furnishing non-public information and other access to any person pursuant to (but only pursuant to) an Acceptable Confidentiality Agreement (as defined below) with such person; provided, that NV5 will provide to Acuren, substantially concurrently when provided to any such other person, material non-public information with respect to NV5 or any of the NV5 subsidiaries furnished to such person that was not previously furnished to Acuren; and (ii) engage in, enter into or otherwise participate in any discussions or negotiations related to any NV5 Alternative Acquisition Proposal (as defined below) with any Persons or “group” (within the meaning of Section 13(d) under the Exchange Act).

“Acceptable Confidentiality Agreement” means a confidentiality agreement that (A) contains provisions (limitations on the use and disclosure of non-public information) that are no less favorable in any material respect to NV5 than those under the Confidentiality Agreement, including standstill provisions that are no less favorable in any material respect to NV5 than those under the Confidentiality Agreement (except that confidentiality agreement may permit such person to make any NV5 Alternative Acquisition Proposal to such the NV5 Board), and (B) does not contain standstill or other provisions that prohibit NV5 from providing any information to Acuren in accordance with the go-shop provision of the Merger Agreement or that otherwise prohibits NV5 from complying with the no solicitation provisions of the Merger Agreement.

No Solicitation by NV5

Except as expressly permitted by the Merger Agreement, NV5 and its officers and directors will, and NV5 will cause its subsidiaries and their respective officers and directors to, and will use reasonable best efforts to cause all other representatives of NV5 and its subsidiaries to, at 12:01 a.m. (Eastern time) on July 15, 2025 (the “NV5 No-Shop Period Start Date”), immediately cease and cause to be terminated all existing discussions or negotiations with any person conducted theretofore by the NV5 and its subsidiaries and their representatives related to any NV5 Alternative Acquisition Proposal, terminate all physical and electronic data room or analogous access previously granted to any such person or its representatives, and request that all confidential, proprietary or trade secret information previously furnished to any such persons and its representatives be returned and destroyed (with certification of the same) in accordance with the Acceptable Confidentiality Agreement.

Except as otherwise expressly provided in the Merger Agreement, from and after the NV5 No-Shop Period Start Date until the earlier of the First Effective Time and the date (if any) on which the Merger Agreement is validly terminated pursuant to its terms, NV5 and its officers and directors will not, and NV5 will cause the NV5 subsidiaries and their respective officers and directors not to, and will use reasonable best efforts to direct and cause all other representatives of NV5 and its subsidiaries not to, directly or indirectly:

•        initiate, solicit, propose, knowingly encourage or knowingly facilitate any inquiry or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a NV5 Alternative Acquisition Proposal;

•        engage in, continue or otherwise participate in any discussions or negotiations with any person with respect to, relating to, or in furtherance of a NV5 Alternative Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a NV5 Alternative Acquisition Proposal;

•        furnish any information regarding NV5 or its subsidiaries, or access to the properties, assets or employees of NV5 or its subsidiaries, to any person in connection with or in response to any NV5 Alternative Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a NV5 Alternative Acquisition Proposal;

•        enter into any letter of intent or agreement in principle, or other agreement providing for a NV5 Alternative Acquisition Proposal (other than certain confidentiality agreements, as described herein); or

•        submit any NV5 Alternative Acquisition Proposal to the vote of the NV5 stockholders.

From and after May 14, 2025, NV5 will promptly (and in any event within 48 hours) notify Acuren of the receipt by NV5 (directly or indirectly) of any NV5 Alternative Acquisition Proposal or any expression of interest, inquiry, proposal or offer with respect to any NV5 Alternative Acquisition Proposal made any request for information or data relating to NV5 or any of its subsidiaries made by any person in connection with a NV5 Alternative Acquisition Proposal or any request for discussions or negotiations with NV5 or a representative of NV5 relating to any NV5 Alternative Acquisition Proposal (including the identity of such person), and NV5 will provide to Acuren promptly (and in any event within 48 hours) (i) an unredacted copy of any such expression of interest, inquiry, proposal or offer with respect to any NV5 Alternative Acquisition Proposal made in writing provided to NV5 or any of its subsidiaries or any of their representatives or (ii) if any such expression of interest, inquiry, proposal or offer with respect to any NV5 Alternative Acquisition Proposal is not (or any portion thereof is not) made in writing, a written summary of the material financial and other terms thereof. Thereafter, NV5 will keep Acuren reasonably informed, on a prompt basis (and in any event within 48 hours), of any material development regarding the status or terms of any such expressions of interest, proposals or offers (including any amendments thereto) or material requests and will promptly (and in any event within 48 hours) apprise Acuren of the status of each such discussion or negotiation and provide to Acuren as soon as practicable after receipt or delivery thereof (and in any event within 48 hours) copies of all material written correspondences and other material written materials provided to any of NV5 or its subsidiaries or their representatives from any person. Without limiting the foregoing, NV5 will notify Acuren if NV5 determines to begin providing information or to engage in discussions or negotiations concerning a NV5 Alternative Acquisition Proposal, prior to providing any such information or engaging in any such discussions or negotiations.

Definition of NV5 Alternative Acquisition Proposal

A “NV5 Alternative Acquisition Proposal” means a bona fide proposal or offer from any person (except for Acuren or one of its representatives) or “group,” within the meaning of Section 13(d) under the Exchange Act, for, in a single transaction or series of related transactions, any (A) acquisition of assets of NV5 or any if its subsidiaries equal to 20% or more of NV5’s consolidated assets or to which 20% or more of NV5’s revenues or earnings on a consolidated basis are attributable, (B) acquisition of 20% or more of the outstanding NV5 Common Stock, (C) tender offer or exchange offer that, if consummated, would result in any person owning 20% or more of the outstanding NV5 Common Stock or (D) issuance, sale or other disposition (including by way of merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction) of 20% or more of the outstanding NV5 Common Stock.

NV5 Change in Recommendation

Except as permitted by the Merger Agreement, the NV5 Board, or any committee thereof, and its officers and directors will not, and NV5 will cause its subsidiaries and their respective officers and directors not to, and will use reasonable best efforts to cause its other representatives not to, directly or indirectly:

(i)     withhold, withdraw, qualify or modify, or publicly propose or announce any intention to withhold, withdraw, qualify or modify, NV5’s recommendation in a manner adverse to Acuren, either Merger Sub I or Merger Sub II, or Acuren’s recommendation;

(ii)    fail to include NV5’s recommendation in this joint proxy statement/prospectus;

(iii)   approve, endorse or recommend, or publicly propose or announce any intention to approve, endorse or recommend, any NV5 Alternative Acquisition Proposal;

(iv)   publicly declare advisable or publicly propose to enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, Merger Agreement, option agreement, joint venture agreement, partnership agreement or other agreement (other than an Acceptable Confidentiality Agreement in accordance with the Merger Agreement) relating to a NV5 Alternative Acquisition Proposal (a “NV5 Alternative Acquisition Agreement”);

(v)    in the case of any NV5 Alternative Acquisition Proposal that is structured as a tender offer or exchange offer pursuant to Rule 14d-2 under the Exchange Act for outstanding shares of NV5 Common Stock (other than by Acuren or any its subsidiaries), fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against acceptance of such tender offer or exchange offer by its stockholders on or prior to the earlier of (A) three business days prior to the date of the NV5 Special Meeting (or promptly after commencement of such tender offer or exchange offer if commenced on or after the third business day prior to the date of the NV5 Special Meeting) or (B) 10 business days (as such term is used in Rule 14d-9 of the Exchange Act) after commencement of such tender offer or exchange offer;

(vi)   if any NV5 Alternative Acquisition Proposal will have been publicly announced or disclosed (other than pursuant to the foregoing clause (v)), fail to publicly reaffirm NV5’s recommendation on or prior to the earlier of (A) five business days after Acuren so requests in writing (provided, that Acuren may not make any such request on more than two occasions with respect to each NV5 Alternative Acquisition Proposal, which for these purposes excludes any material revision, amendment, update or supplement to such NV5 Alternative Acquisition Proposal) or (B) three business days prior to the date of the NV5 Special Meeting (or promptly after announcement or disclosure of such NV5 Alternative Acquisition Proposal if announced or disclosed on or after the third business day prior to the date of the NV5 Special Meeting); or

(vii)  cause or permit NV5 or any other NV5 subsidiary to enter into any NV5 Alternative Acquisition Agreement (together with any of the actions set forth in the foregoing clauses (i), (ii), (iii), (iv), (v), and (vi), a “NV5 Change of Recommendation”).

NV5: No Solicitation Exceptions

Prior to, but not after, receipt of NV5 stockholder approval, NV5 and its representatives may engage in the second and third bullets in the second paragraph of the section above titled “— No Solicitation; Changes in Recommendation — No Solicitation by NV5” with any person if NV5 receives a bona fide written NV5 Alternative Acquisition Proposal from such person and such NV5 Alternative Acquisition Proposal did not arise in breach of the obligations described in “— No Solicitation; Changes in Recommendation — No Solicitation by NV5”; provided, however, that:

•        no information that is prohibited from being furnished pursuant to the “no solicitation” obligations described in the section entitled “— No Solicitation; Changes in Recommendation — No Solicitation by NV5” may be furnished until NV5 receives an executed Acceptable Confidentiality Agreement;

•        any such non-public information has previously been made available to, or is made available to, Acuren prior to or concurrently with (or in the case of oral non-public information only, promptly (and in any event within 48 hours) after) the time such information is made available to such person;

•        prior to taking any such actions, the NV5 Board determines in good faith, after consultation with NV5’s financial advisors and outside legal counsel, that such NV5 Alternative Acquisition Proposal is, or would reasonably be expected to lead to, a NV5 Superior Proposal; and

•        prior to taking such actions, the NV5 Board determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with the fiduciary duties owed by the NV5 Board to the NV5 stockholders under applicable law.

NV5: Permitted Changes of Recommendation in Connection with Superior Proposals

NV5 Superior Proposal Outside of the NV5 Go-Shop Period

Prior to, but not after, receipt of the NV5 stockholder approval, in response to a bona fide written NV5 Alternative Acquisition Proposal from a third party that did not arise in breach of the obligations set forth NV5’s non-solicitation covenants, if the NV5 Board so chooses, the NV5 Board may effect a NV5 change of recommendation if:

•        the NV5 Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such NV5 Alternative Acquisition Proposal is a NV5 Superior Proposal;

•        the NV5 Board determines in good faith, after consultation with its outside legal counsel, that the failure to effect a NV5 Change of Recommendation in response to such NV5 Alternative Acquisition Proposal would be inconsistent with the fiduciary duties owed by the NV5 Board to the NV5 stockholders under applicable law;

•        NV5 provides Acuren written notice of such proposed action and the basis therefore five business days in advance, which notice will set forth in writing that the NV5 Board intends to consider whether to take such action and includes a copy of the available proposed NV5 Alternative Acquisition Proposal and any applicable transaction and financing documents;

•        after giving such notice and prior to effecting such NV5 Change of Recommendation, NV5 will make itself available to negotiate (and cause its officers, employees, financial advisors and outside legal counsel to be available to negotiate) with Acuren (to the extent Acuren wishes to negotiate) to make such adjustments or revisions to the terms of the Merger Agreement as would permit the NV5 Board not to effect a NV5 Change of Recommendation in response thereto; and

•        at the end of the five business day period, prior to taking action to effect a NV5 Change of Recommendation, the NV5 Board takes into account any adjustments or revisions to the terms of the Merger Agreement proposed by Acuren in writing and any other information offered by Acuren in response to the notice, and determines in good faith, after consultation with its financial advisors and outside legal counsel, that the NV5 Alternative Acquisition Proposal remains a NV5 Superior Proposal and, after consultation with its outside legal counsel, that the failure to effect a NV5 Change of Recommendation in response to such NV5 Superior Proposal would be inconsistent with the fiduciary duties owed by the NV5 Board to the NV5 stockholders under applicable law, provided that in the event of any material changes regarding any NV5 Superior Proposal (it being understood that any amendment or modification to the economic terms of any such NV5 Superior Proposal will be deemed material), NV5 will be required to deliver a new written notice to Acuren and to comply with the requirements set forth in these bullets with respect to such new written notice, except that the advance written notice obligation set forth in these bullets will be reduced to three business days; provided, further, that any such new written notice will in no event shorten the original five business day notice period.

NV5 Superior Proposal During the NV5 Go-Shop Period

Prior to, but not after, receipt of the NV5 stockholder approval, in response to a bona fide written NV5 Alternative Acquisition Proposal from a third party received during the NV5 Go-Shop Period that did not arise in breach of the obligations set forth NV5’s non-solicitation covenants, if the NV5 Board so chooses, the NV5 Board may authorize NV5 to terminate the Merger Agreement in order to enter into an NV5 Alternative Acquisition Agreement if:

•        the NV5 Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such NV5 Alternative Acquisition Proposal is a NV5 Superior Proposal;

•        the NV5 Board determines in good faith, after consultation with its outside legal counsel, that the failure to effect a NV5 Change of Recommendation in response to such NV5 Alternative Acquisition Proposal would be inconsistent with the fiduciary duties owed by the NV5 Board to the NV5 stockholders under applicable law;

•        NV5 provides Acuren written notice of such proposed action and the basis therefore five business days in advance, which notice will set forth in writing that the NV5 Board intends to consider whether to take such action and includes a copy of the available proposed NV5 Alternative Acquisition Proposal and any applicable transaction and financing documents;

•        after giving such notice and prior to terminating the Merger Agreement, NV5 will make itself available to negotiate (and cause its officers, employees, financial advisors and outside legal counsel to be available to negotiate) with Acuren (to the extent Acuren wishes to negotiate) to make such adjustments or revisions to the terms of the Merger Agreement so that such NV5 Alternative Acquisition Proposal would cease to constitute an NV5 Superior Proposal; and

•        at the end of the five business day period, prior to taking action to effect a NV5 Change of Recommendation, the NV5 Board takes into account any adjustments or revisions to the terms of the Merger Agreement proposed by Acuren in writing and any other information offered by Acuren in response to the notice, and determines in good faith, after consultation with its financial advisors and outside legal counsel, that the NV5 Alternative Acquisition Proposal remains a NV5 Superior Proposal and, after consultation with its outside legal counsel, that the failure to terminate the Merger Agreement and enter into such NV5 Superior Proposal would be inconsistent with the fiduciary duties owed by the NV5 Board to the NV5 stockholders under applicable law, provided that in the event of any material changes regarding any NV5 Superior Proposal (it being understood that any amendment or modification to the economic terms of any such NV5 Superior Proposal will be deemed material), NV5 will be required to deliver a new written notice to Acuren and to comply with the requirements set forth in these bullets with respect to such new written notice, except that the advance written notice obligation set forth in these bullets will be reduced to three business days; provided, further, that any such new written notice will in no event shorten the original five business day notice period.

Definition of NV5 Superior Proposal

“NV5 Superior Proposal” means a bona fide, written NV5 Alternative Acquisition Proposal that is received after May 14, 2025, and that the NV5 Board determines, in its good-faith judgment, after consultation with its financial advisor and outside legal counsel, (A) would result in a transaction more favorable to the NV5 stockholders from a financial point of view than the transactions contemplated hereby and (B) is reasonably likely to be consummated on the terms and timing proposed (taking into account any legal, regulatory, financial, timing, financing and other aspects of such proposal that the NV5 Board considers relevant, any revisions to the Merger Agreement proposed in writing by Acuren and such other factors that are deemed relevant by the NV5 Board in its good-faith judgment); provided, that, for purposes of the definition of “NV5 Superior Proposal,” the references to “20%” in the definition of NV5 Alternative Acquisition Proposal will be deemed to be references to “50.1%.”

NV5: Permitted Changes of Recommendation in Connection with Intervening Events

Prior to, but not after, receipt of the NV5 stockholder approval, in response to a NV5 Intervening Event (as defined below) that occurs or arises after the execution of the Merger Agreement and that did not arise from or in connection with a breach of the Merger Agreement by NV5, NV5 may, if the NV5 Board so chooses, effect a NV5 Change of Recommendation; provided that such a NV5 Change of Recommendation if:

•        the NV5 Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that a NV5 Intervening Event has occurred;

•        the NV5 Board determines in good faith, after consultation with its outside legal counsel, that the failure to effect a NV5 Change of Recommendation in response to such NV5 Intervening Event would be inconsistent with the fiduciary duties owed by the NV5 Board to the NV5 stockholders under applicable law;

•        NV5 provides Acuren written notice of such proposed action and the basis therefore five business days in advance, which notice will set forth in writing that the NV5 Board intends to consider whether to take such action and includes a reasonably detailed description of the facts and circumstances of the NV5 Intervening Event;

•        after giving such notice and prior to effecting such NV5 Change of Recommendation, NV5 will make itself available to negotiate (and cause its officers, employees, financial advisors and outside legal counsel to be available to negotiate) with Acuren (to the extent Acuren wishes to negotiate) to make such adjustments or revisions to the terms of the Merger Agreement as would permit the NV5 Board not to effect a NV5 Change of Recommendation in response thereto; and

•        at the end of the five business day period, prior to taking action to effect a NV5 Change of Recommendation, the NV5 Board takes into account any adjustments or revisions to the terms of the Merger Agreement proposed by Acuren in writing and any other information offered by Acuren in response to the notice, and determines in good faith, after consultation with its outside legal counsel, that the failure to effect a NV5 Change of Recommendation in response to such NV5 Intervening Event would be inconsistent with the fiduciary duties owed by the NV5 Board to the NV5 stockholders under applicable law, provided that in the event of any material changes regarding any NV5 Intervening Event, NV5 will be required to deliver a new written notice to Acuren and to comply with the requirements set forth in these bullets with respect to such new written notice, except that the advance written notice obligation set forth in these bullets will be reduced to three (3) business days; provided, further, that any such new written notice will in no event shorten the original five business day notice period.

Definition of NV5 Intervening Event

“NV5 Intervening Event” means a material event, fact, circumstance, development or occurrence that was not known to the NV5 Board prior to NV5’s execution and delivery hereof (or if known, the consequences of which were not known or reasonably foreseeable), which event, fact, circumstance, development or occurrence, or any consequence thereof, becomes known to the NV5 Board after NV5’s execution and delivery hereof; provided, however, that in no event will any of the following be a NV5 Intervening Event or be taken into account in determining whether a NV5 Intervening Event has occurred: (A) the receipt, existence or terms of a NV5 Alternative Acquisition Proposal; (B) any matter contemplated by the Merger Agreement, including any noncompliance with the Merger Agreement or any consequence thereof; (C) any change, in and of itself, in the trading price or trading volume of Acuren Common Stock or NV5 Common Stock; or (D) any failure, in and of itself, by Acuren or NV5 to meet, or the exceeding by Acuren or NV5 of, internal or published estimates or forecasts of revenues, earnings or other financial metrics (provided, that, with respect to the foregoing clauses (C) and (D), any event, change, effect, development, state of facts, condition, circumstance or occurrence giving rise to or contributing to such change that is not otherwise excluded from the definition of NV5 Intervening Event may be a NV5 Intervening Event and may be taken into account in determining whether a NV5 Intervening Event has occurred).

NV5: Restrictions on Change of Recommendation

Subject to certain exceptions described below, NV5 and its officers and directors will not, will cause its subsidiaries and their respective officers and directors not to, and will use their reasonable best efforts to cause the other representatives of NV5 and its subsidiaries not to, directly or indirectly:

•        withhold, withdraw, qualify or modify, or publicly propose or announce any intention to withhold, withdraw, qualify or modify, in a manner adverse to Acuren either Merger Sub I or Merger Sub II, the NV5 Board recommendation;

•        fail to include the NV5 Board recommendation in this joint proxy statement/prospectus;

•        approve, endorse or recommend, or publicly propose or announce any intention to approve, endorse or recommend, any NV5 Alternative Acquisition Proposal;

•        publicly declare advisable or publicly propose to enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, Merger Agreement, option agreement, joint venture agreement, partnership agreement or other agreement (other than certain confidentiality agreements, as described above under the section entitled “— No Solicitation; Changes in Recommendation — NV5: No Solicitation Exceptions”) relating to a NV5 Alternative Acquisition Proposal (an “NV5 Alternative Acquisition Agreement”);

•        in the case of a NV5 Alternative Acquisition Proposal that is structured as a tender offer or exchange offer pursuant to Rule 14d-2 under the Exchange Act for outstanding shares of NV5 Common Stock (other than by Acuren or any of its subsidiaries), fail to recommend, in a solicitation/recommendation statement on Schedule 14D-9, against acceptance of such tender offer or exchange offer by its stockholders on or prior to the earlier of (i) three business days prior to the date of the NV5 Special Meeting (or promptly after commencement of such tender offer or exchange offer if commenced on or after the third business day prior to the date of the NV5 Special Meeting) or (ii) 10 business days (as such term is used in Rule 14d-9 of the Exchange Act) after commencement of such tender offer or exchange offer;

•        if a NV5 Alternative Acquisition Proposal will have been publicly announced or disclosed (other than pursuant to the foregoing bullet), fail to publicly reaffirm the NV5 Board recommendation on or prior to the earlier of (i) five business days after Acuren so requests in writing or (ii) three business days prior to the date of the NV5 Special Meeting (or promptly after announcement or disclosure of such NV5 Alternative Acquisition Proposal if announced or disclosed on or after the third business day prior to the date of the NV5 Special Meeting); or

•        cause or permit NV5 to enter into a NV5 Alternative Acquisition Agreement.

We refer to the taking of any of the actions described in the bullets above as a “NV5 Change of Recommendation.”

No Solicitation by Acuren

Except as expressly permitted by the Merger Agreement, from and after May 14, 2025 and until the earlier of the First Effective Time and the earlier termination of the Merger Agreement in accordance with its terms, Acuren and its officers and directors will, and Acuren will cause its subsidiaries and their respective officers and directors to, and will use reasonable best efforts to cause all other representatives of Acuren and its subsidiaries to, immediately cease and cause to be terminated all existing discussions or negotiations with any person conducted heretofore by the Acuren and its subsidiaries and their representatives conducted theretofore related to any Acuren Alternative Acquisition Proposal, terminate all physical and electronic data room or analogous access previously granted to any such person or its representatives, and request that all confidential, proprietary or trade secret information previously furnished to any such persons and its representatives be returned and destroyed (with certification of the same) in accordance with the Acceptable Confidentiality Agreement.

Except as otherwise expressly provided in the Merger Agreement, from and after May 14, 2025 and until the earlier of the First Effective Time and the date (if any) on which the Merger Agreement is validly terminated pursuant to its terms, Acuren and its officers and directors will not, and Acuren will cause the its subsidiaries and their respective officers and directors not to, and will use reasonable best efforts to direct and cause all other representatives of the Acuren and its subsidiaries not to, directly or indirectly:

•        initiate, solicit, propose, knowingly encourage or knowingly facilitate any inquiry or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acuren Alternative Acquisition Proposal;

•        engage in, continue or otherwise participate in any discussions or negotiations with any person with respect to, relating to, or in furtherance of an Acuren Alternative Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acuren Alternative Acquisition Proposal;

•        furnish any information regarding Acuren or its subsidiaries, or access to the properties, assets or employees of Acuren or its subsidiaries, to any person in connection with or in response to any Acuren Alternative Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acuren Alternative Acquisition Proposal;

•        enter into any letter of intent or agreement in principle, or other agreement providing for an Acuren Alternative Acquisition Proposal (other than certain confidentiality agreements, as described below under the section entitled “— No Solicitation; Changes in Recommendation — Acuren: No Solicitation Exceptions”); or

•        submit any Acuren Alternative Acquisition Proposal to the vote of the Acuren stockholders.

From and after May 14, 2025, Acuren will promptly (and in any event within 48 hours) notify NV5 of the receipt by Acuren (either directly or indirectly) of any Acuren Alternative Acquisition Proposal or any expression of interest, inquiry, proposal or offer with respect to an Acuren Alternative Acquisition Proposal, or any request for information or data relating to Acuren or any of its subsidiaries made by any person in connection with an Acuren Alternative Acquisition Proposal or any request for discussions or negotiations with Acuren or a representative of Acuren relating to an Acuren Alternative Acquisition Proposal (including the identity of such person), and Acuren will provide to NV5 promptly (and in any event within 48 hours) (i) an unredacted copy of any such expression of interest, inquiry, proposal or offer with respect to an Acuren Alternative Acquisition Proposal made in writing provided to Acuren or any of its subsidiaries or (ii) if any such expression of interest, inquiry, proposal or offer with respect to an Acuren Alternative Acquisition Proposal is not (or any portion thereof is not) made in writing, a written summary of the material financial and other terms thereof. Thereafter, Acuren will keep NV5 reasonably informed, on a prompt basis (and in any event within 48 hours), of any material development regarding the status or terms of any such expressions of interest, proposals or offers (including any amendments thereto) or material requests and will promptly (and in any event within 48 hours) apprise NV5 of the status of any such discussions or negotiations and will provide to NV5 as soon as practicable after receipt or delivery thereof (and in any event within 48 hours) copies of all material written correspondence and other written materials provided to Acuren or its representatives from any person. Acuren will notify NV5 if Acuren determines to begin providing information or to engage in discussions or negotiations concerning an Acuren Alternative Acquisition Proposal, prior to providing any such information or engaging in any such discussions or negotiations.

Definition of Acuren Alternative Acquisition Proposal

An “Acuren Alternative Acquisition Proposal” means a bona fide proposal or offer from any person (except for NV5 or one of its representatives) or “group,” within the meaning of Section 13(d) under the Exchange Act, for, in a single transaction or series of related transactions, any (A) acquisition of assets of Acuren and its subsidiaries equal to 20% or more of Acuren’s consolidated assets or to which 20% or more of Acuren’s revenues or earnings on a consolidated basis are attributable, (B) acquisition of 20% or more of the outstanding Acuren Common Stock, (C) tender offer or exchange offer that, if consummated, would result in any person owning 20% or more of the outstanding Acuren Common Stock, or (D) issuance, sale or other disposition (including by way of merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction) of 20% or more of the outstanding Acuren Common Stock.

Acuren: Restrictions on Change of Recommendation

Subject to certain exceptions described below, the Acuren Board, or any committee thereof, and its officers and directors will not, and will cause its subsidiaries and their respective officers and directors not to, and will use their reasonable best efforts to cause the other representatives of Acuren and its subsidiaries not to, directly or indirectly:

•        withhold, withdraw, qualify or modify, or publicly propose or announce any intention to withhold, withdraw, qualify or modify, in a manner adverse to NV5, the Acuren Board recommendation;

•        fail to include the Acuren Board recommendation in this joint proxy statement/prospectus;

•        approve, endorse or recommend, or publicly propose or announce any intention to approve, endorse or recommend, any Acuren Alternative Acquisition Proposal;

•        publicly declare advisable or publicly propose to enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, Merger Agreement, option agreement, joint venture agreement, partnership agreement or other agreement relating to an Acuren Alternative

Acquisition Proposal (other than certain confidentiality agreements, as described above under the section entitled “— No Solicitation; Changes in Recommendation — Acuren: No Solicitation Exceptions”) (an “Acuren Alternative Acquisition Agreement”);

•        in the case of an Acuren Alternative Acquisition Proposal that is structured as a tender offer or exchange offer pursuant to Rule 14d-2 under the Exchange Act for outstanding shares of Acuren Common Stock (other than by NV5 or any of its subsidiaries), fail to recommend, in a solicitation/recommendation statement on Schedule 14D-9, against acceptance of such tender offer or exchange offer by its stockholders on or prior to the earlier of (i) three business days prior to the date of the Acuren Special Meeting (or promptly after commencement of such tender offer or exchange offer if commenced on or after the third business day prior to the date of the Acuren Special Meeting) or (ii) 10 business days (as such term is used in Rule 14d-9 of the Exchange Act) after commencement of such tender offer or exchange offer;

•        if an Acuren Alternative Acquisition Proposal will have been publicly announced or disclosed (other than pursuant to the foregoing bullet), fail to publicly reaffirm the Acuren Board recommendation on or prior to the earlier of (i) five business days after NV5 so requests in writing or (ii) three business days prior to the date of the Acuren Special Meeting (or promptly after announcement or disclosure of such Acuren Alternative Acquisition Proposal if announced or disclosed on or after the third business day prior to the date of the Acuren Special Meeting); or

•        cause or permit Acuren to enter into an Acuren Alternative Acquisition Agreement.

We refer to the taking of any of the actions described in the bullets above as an “Acuren Change of Recommendation.”

Acuren: No Solicitation Exceptions

Prior to, but not after, the receipt of the Acuren stockholder approval, Acuren and its representatives may engage in the second and third bullets in the second paragraph of the section above titled “— No Solicitation; Changes in Recommendation — No Solicitation by Acuren” with any person if Acuren receives a bona fide written Acuren Alternative Acquisition Proposal from such person and such Acuren Alternative Acquisition Proposal did not arise in breach of the obligations described in “— No Solicitation; Changes in Recommendation — No Solicitation by Acuren”; provided, however, that:

•        no information that is prohibited from being furnished pursuant to the “no solicitation” obligations described in the section entitled “— No Solicitation; Changes in Recommendation — No Solicitation by Acuren” may be furnished until Acuren receives an executed confidentiality agreement from such person, subject to certain conditions, including that the terms of such confidentiality agreement are no less favorable to Acuren in the aggregate than the terms of the Confidentiality Agreement and that such confidentiality agreement does not contain provisions that prohibit Acuren from complying with the obligations described in the section entitled “— No Solicitation; Changes in Recommendation — No Solicitation by Acuren”;

•        any such non-public information has previously been made available to, or is made available to, NV5 prior to or concurrently with (or in the case of oral non-public information only, promptly (and in any event within 48 hours) after) the time such information is made available to such person;

•        prior to taking any such actions, the Acuren Board determines in good faith, after consultation with Acuren’s financial advisors and outside legal counsel, that such Acuren Alternative Acquisition Proposal is, or would reasonably be expected to lead to, an Acuren Superior Proposal; and

•        prior to taking any such action, the Acuren Board determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with the fiduciary duties owed by the Acuren Board to the Acuren stockholders under applicable law.

Acuren: Permitted Changes of Recommendation in Connection with Superior Proposals

Prior to, but not after, receipt of the Acuren stockholder approval, in response to a bona fide written Acuren Alternative Acquisition Proposal that did not arise in breach of the obligations set forth in Acuren’s non-solicitation covenants, if the Acuren Board so chooses, the Acuren Board may effect an Acuren Change of Recommendation if:

•        the Acuren Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Acuren Alternative Acquisition Proposal is an Acuren Superior Proposal;

•        the Acuren Board determines in good faith, after consultation with its outside legal counsel, that the failure to effect an Acuren Change of Recommendation in response to such Acuren Alternative Acquisition Proposal would be inconsistent with the fiduciary duties owed by the Acuren Board to the Acuren stockholders under applicable law; and

•        Acuren provides NV5 written notice of such proposed action and the basis therefore two business days in advance, which notice will set forth in writing that the Acuren Board intends to take such action, specify the identity of the person or group making such proposal and includes a copy of the available proposed Acuren Alternative Acquisition Proposal and any applicable transaction and financing documents.

Definition of Acuren Superior Proposal

A “Acuren Superior Proposal” means a bona fide, written Acuren Alternative Acquisition Proposal that is received after May 14, 2025, and that the Acuren Board determines, in its good-faith judgment, after consultation with its financial advisor and outside legal counsel, (A) would result in a transaction more favorable to Acuren from a financial point of view than the transactions contemplated by the Merger Agreement and (B) is reasonably likely to be consummated on the terms and timing proposed (taking into account any legal, regulatory, financial, timing, financing and other aspects of such proposal and such other factors that the Acuren Board considers relevant in its good-faith judgment); provided, that, for purposes of the definition of “Acuren Superior Proposal,” the references to “20%” in the definition of Acuren Alternative Acquisition Proposal will be deemed to be references to “50.1%.

Acuren: Permitted Changes of Recommendation in Connection with Intervening Events

Prior to, but not after, receipt of the Acuren Stockholder Approval, in response to an Acuren Intervening Event (as defined below) that occurs or arises after the execution of the Merger Agreement and that did not arise from or in connection with a breach of the Merger Agreement by Acuren, Acuren may, if the Acuren Board so chooses, effect an Acuren Change of Recommendation if:

•        the Acuren Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that an Acuren Intervening Event has occurred;

•        the Acuren Board determines in good faith, after consultation with its outside legal counsel, that the failure to effect an Acuren Change of Recommendation in response to such Acuren Intervening Event would be inconsistent with the fiduciary duties owed by the Acuren Board to the Acuren stockholders under applicable law; and

•        Acuren provides NV5 written notice of such proposed action and the basis therefore two business days in advance, which notice will set forth in writing that the Acuren Board intends to take such action and includes a reasonably detailed description of the facts and circumstances of the Acuren Intervening Event.

Definition of Acuren Intervening Event

A “Acuren Intervening Event” means a material event, development, effect, fact, condition, occurrence or change in circumstance that is material to Acuren that that was not known to the Acuren Board as of May 14, 2025 (or if known, the consequences of which were not known or reasonably foreseeable), which event becomes known to the NV5 Board following the execution of the Merger Agreement; provided, however, that in no event will (i) the receipt, existence or terms of an Acuren Alternative Acquisition Proposal, or any matter relating thereto or of consequence thereof, (ii) the failure to obtain any governmental approvals or consents necessary, proper or advisable to consummate the Merger, or (iii) any changes in the market price or trading volume of Acuren’s stock or NV5’s

stock or any other securities of Acuren or NV5, or the fact that Acuren or NV5 meets, fails to meet, or exceeds internal or published estimates, projections, forecasts or predictions for any period (however, the underlying cause or any of the foregoing may constitute an Acuren Intervening Event), constitute an Acuren Intervening Event.

Confidentiality and Standstill Agreements

From May 14, 2025, and continuing until the earlier of the First Effective Time and the termination of the Merger Agreement, each of NV5 and Acuren has agreed not to (and it will cause its subsidiaries not to) terminate, amend, modify or waive any provision of any confidentiality, “standstill” or similar agreement to which it or any of its subsidiaries is a party.

Certain Permitted Disclosure

Each of the Acuren Board and the NV5 Board may, after consultation with their respective outside legal counsels, make such disclosures as the Acuren Board or the NV5 Board determines in good faith are necessary to comply with Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or other disclosure required to be made in this joint proxy statement/prospectus by applicable U.S. federal securities laws. However, if such disclosure has the effect of withdrawing or adversely modifying the recommendation of the Acuren Board or the NV5 Board, as applicable, such disclosure will be deemed an Acuren Change of Recommendation or a NV5 Change of Recommendation, as applicable, and the non-disclosing party will have the right to terminate the Merger Agreement as set forth below in the section entitled “— Termination of the Merger Agreement.”

Efforts to Close the Merger, HSR and Other Regulatory Approvals

The Merger Agreement provides that each of Acuren and NV5 will use reasonable best efforts (i) to make all filings with and obtain all consents of, governmental authorities that are necessary, proper or advisable to consummate the Merger and (ii) to take all actions, and to do, all things necessary, proper or advisable, to satisfy all of conditions to closing as promptly as reasonably practicable following the execution of the Merger Agreement. Additionally, each of Acuren and NV5 have agreed to use reasonable best efforts to obtain all consents of persons other than governmental authorities that are necessary, proper or advisable to consummate the Merger; provided, however, that (A) neither Acuren nor NV5 will make any material concession or payment to, or incur any material liability to, any such non-governmental authority third person to obtain any such consent without the prior consent of the other and (B) neither Acuren nor NV5 will be required to make any such concession or payment to, or incur any liability that is not conditioned on the consummation of the Merger or the other transactions contemplated by the Merger Agreement.

The Merger Agreement further provides that, as soon as reasonably practicable following the execution of the Merger Agreement (but in no event more than 30 days after, unless mutually agreed by Acuren and NV5), each of Acuren and NV5 will file a notification and report form for the transactions contemplated hereby under the HSR Act with the Federal Trade Commission and the Antitrust Division of the Department of Justice, and each of Acuren and NV5 will make any other filing that may be required by any applicable antitrust law, in each case, that are necessary, proper or advisable to consummate the Merger or the other transactions contemplated by the Merger Agreement. Each of Acuren and NV5 will supply as promptly as reasonably practicable any additional information and documentary material that may be requested in connection with any of the required filings under antitrust law. However, such “reasonable best efforts” in connection with any such regulatory approval will not require Acuren or NV5 to sell or agree to sell, divest, discontinue, or limit (before or after closing), any of its assets or businesses, or to agree to any conditions relating to, or changes or restrictions in, the operations of any such asset or businesses which are materially adverse to either Acuren or NV5 or any of their respective subsidiaries, or which materially adversely impact the benefits of the transactions contemplated by the Merger Agreement.

In addition, each of Acuren and NV5 have agreed to (i) consult and cooperate reasonably with the other in connection with (A) any regulatory filing and other documentation submitted in connection with any such filing, and (B) any lawsuit, dispute or other similar proceeding related to the Merger or the other transactions contemplated by the Merger Agreement, including any governmental inquiry, investigation or proceeding initiated by a private party, and (ii) keep the other reasonably informed and on a reasonably timely basis of (A) any communication received from, or given by either of Acuren or NV5 to, any governmental authority in connection with the Merger

or the other transactions contemplated by the Merger Agreement, and (B) any communication received or given by a private person in connection with any governmental inquiry, investigation or proceeding, in each case, related to the Merger or the other transactions contemplated the Merger Agreement. Furthermore, each of Acuren and NV5 have agreed to permit authorized representatives of the other (and the outside counsel of the other) to (1) participate at or in each substantive meeting, conference or telephone call with a representative of a governmental authority related to any such filing, governmental inquiry, investigation or proceeding, (2) have reasonable access to and be consulted in connection with any material document submitted to any governmental authority in connection with any such filing governmental inquiry, investigation or proceeding, and (3) review prior to filing or submission any filing with or submission to any governmental authority. Each of Acuren and NV5 may designate certain competitively sensitive materials provided to the other as “outside counsel only” and limit the disclosure of such materials only to the outside counsel of the other unless permission is otherwise given to disclose to additional parties.

The Parties have also agreed to coordinate with respect to developing and implementing the overall strategy relating to the antitrust laws and any related filings and communications with any governmental authority. However, Acuren will have the right, so long as Acuren consults and considers in good faith the views of NV5, to take the lead in (i) coordinating and making, including determining the timing of, all filings with governmental authorities in connection with the Merger, (ii) determining the strategy for, and making all material decisions related to obtaining all consents of a governmental authority contemplated by the Merger Agreement, (iii) coordinating and communicating with governmental authorities related to Acuren and NV5 obtaining all consents of a governmental authority contemplated by the Merger Agreement, and (iv) resolving any governmental inquiry, investigation or proceeding, related to any such filing or consent or the Merger by any governmental authority, including any governmental inquiry, investigation or proceeding initiated by a private party.

Pursuant to the Merger Agreement, each of Acuren and NV5 have agreed that, prior to the earlier of First Effective Time and the date of termination of the Merger Agreement, it will not, and will ensure that none of its respective subsidiaries will, consummate or enter into any agreement providing for any investment, acquisition, divestiture, business combination or other transaction that would reasonably be expected to prevent the consummation of the Merger from occurring prior to October 3, 2025.

Debt Financing

Concurrently with the entry into the Merger Agreement, Acuren entered into a debt commitment letter (the “Debt Commitment Letter”), pursuant to which certain financial institutions (the “Lenders”) have committed to provide Acuren with Debt Financings in an aggregate principal amount of $875.0 million (subject to conditions set forth in the Debt Commitment Letter) (the “Debt Financing”). For more information on the Debt Commitment Letter, see the section entitled “Certain Agreements Relating to the Merger — Debt Commitment Letter.”

NV5 Covenants related to the Debt Financing

In connection with the Debt Financing, NV5 has agreed to, prior to the Closing, cooperate and assist Acuren with the arrangement of the Debt Financing (subject to receipt of customary expense reimbursement and indemnification), including, but not limited to using its reasonable best efforts to:

•        cooperate with Acuren’s marketing efforts in connection with the Debt Financing;

•        cause its management team to participate in a reasonable number of road shows, lender presentations, due diligence sessions and meetings with prospective lenders and ratings agencies

•        facilitate the taking of all corporate actions reasonably requested by Acuren or the Lenders to permit the consummation of the Debt Financing and any definitive agreements with respect thereto;

•        facilitate the cooperation of its independent auditors with the Debt Financing, including delivering to Acuren “comfort” letters;

•        cause its management team to (x) cooperate and assist, and cause their representatives to cooperate and assist, with the Lenders’ due diligence, (y) assist in the negotiation of the principal Debt Financing definitive agreements, and to furnish customary information relating to NV5 and its subsidiaries and (z) facilitate the execution and delivery at the Closing of the Debt Financing definitive agreements;

•        facilitate the pledging, granting of security interests in, and otherwise granting of liens on, the property and assets of NV5 and its subsidiaries; and

•        provide all documentation and information about NV5 and its subsidiaries as is reasonably requested in writing by the Lenders.

Acuren Covenants related to the Debt Financing

In connection with the Debt Financing, Acuren, Merger Sub I and Merger Sub II has agreed to, prior to the Closing, to use its reasonable best efforts, or commercially reasonable best efforts in certain circumstances, to:

•        to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Debt Financing described in the Debt Commitment Letter on the terms and conditions described in the Debt Commitment Letter as promptly as practicable;

•        comply with their obligations under the Debt Commitment Letter and the Debt Financing definitive agreements, unless waived by the Lenders;

•        in the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange to obtain alternative financing from alternative sources in an amount sufficient, when added to the portion of the Debt Financing and other sources of immediately available funds that is available, to consummate the transactions contemplated by the Merger Agreement and to pay all related fees and expense; or

•        not permit or consent to, without the prior written consent of NV5 (which consent will not be unreasonably delayed, conditioned or withheld), to (i) make certain amendments, replacements, supplements or modifications to the Debt Commitment Letter, (ii) any waiver of any material provision or remedy available to Acuren under the Debt Commitment Letter, or (iii) an early termination of the Debt Commitment Letter.

Indemnification and Insurance

Each of Acuren and the Final Surviving Corporation have agreed that the rights to indemnification, advancements and exculpation from liability for acts or omissions occurring at or prior to the First Effective Time in favor of any present or former director, officer, manager, employee or agent of NV5, or any of its subsidiaries (each, a “NV5 Indemnified Person”) (i) as set forth in the Final Surviving Corporation’s organizational and governing documents, (ii) existing immediately prior to the First Effective Time under each of NV5’s and each of NV5’s subsidiary’s organizational and governing documents, or (iii) existing in any agreement in effect immediately prior to the First Effective Time between any NV5 Indemnified Person and NV5 or any subsidiary of NV5 will survive the closing and will continue in full force and effect in accordance with their terms for a period of not less than six years after the closing. From and after the closing, neither Acuren, any subsidiary of Acuren nor the Final Surviving Corporation will take any action to amend, modify, repeal or circumvent any obligations to any NV5 Indemnified Person that are in existence as of immediately prior to the First Effective Time. From and after the closing, Acuren and the Final Surviving Corporation agree that the Final Surviving Corporation will indemnify and hold harmless each NV5 Indemnified Person against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the First Effective Time (including the Merger Agreement and the transactions contemplated thereby)), by reason of the fact that such NV5 Indemnified Person is or was a director, officer, manager, employee or agent of NV5 and acting in such capacity at the relevant time or any NV5 Subsidiary or is or was serving at the request of NV5 or any NV5 Subsidiary as a director, officer, manager, employee or agent of another person, whether asserted or claimed prior to, at or after the First Effective Time, to the fullest extent permitted under applicable law. In the event of any such claim, action, suit or proceeding, each NV5 Indemnified Person will be entitled to advancement of reasonable expenses incurred in the defense of any such claim, action, suit or proceeding prior to the final disposition thereof from Acuren or the Final Surviving Corporation within thirty (30) days of receipt by Acuren or the Final Surviving Corporation from such NV5 Indemnified Person of a written claim therefor. However, such NV5 Indemnified Person to whom expenses are advanced must agree, if and only

to the extent required by applicable law or any applicable indemnification agreement, to repay such advances if it is ultimately determined by final non-appealable adjudication that such NV5 Indemnified Person is not entitled to indemnification.

The Final Surviving Corporation will purchase and maintain for at least six years after the closing the extended reporting period on the current policies of directors’ and officers’ liability insurance maintained by NV5 or any subsidiary with respect to claims arising out of or relating to events which occurred before or at the First Effective Time. However, if the Final Surviving Corporation is unable to purchase the extended reporting period on the insurance coverage required, Acuren and the Final Surviving Corporation will, using the broker of Acuren’s choice, obtain comparable (and in any event no less favorable) insurance coverage available for each year within such six-year period. Such prepaid “tail” policies must be obtained by Acuren or the Final Surviving Corporation on or prior to the First Effective Time, which policies provide coverage to all covered persons that is substantially similar in scope and amount to the coverage available to them under the policies currently in place (excluding cyber ransomware coverage), for an aggregate period of six years with respect to acts or omissions occurring or alleged to have occurred prior to the First Effective Time that were committed or alleged to have been committed by such covered persons. Prior to the closing, Acuren and NV5 have agreed to cooperate to obtain such “tail” coverage at the lowest total premium available; provided, that Acuren and the Final Surviving Corporation will not be obligated to pay an aggregate premium for such “tail” coverage that would exceed an amount equal to the lesser of (x) 200% of the premium paid by NV5 for directors’ and officers’ liability insurance coverage for its last full fiscal year and (y) the premium for such “tail” coverage set forth in NV5’s current directors’ and officers’ liability insurance policy.

In the event Acuren, the Final Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and will not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in either such case, proper provision will be made so that the successors and assigns of Acuren or the Final Surviving Corporation, as the case may be, will assume the indemnification obligations of such party. The foregoing indemnification obligations of Acuren and the Final Surviving Corporation will not be terminated, amended or modified in any manner that adversely affects any covered person without such person’s consent.

Employee Matters

For a period of one year following the closing, (or, if earlier, the date of the termination of the applicable employee’s employment with the Final Surviving Corporation or its subsidiaries) (the “Continuation Period”), the Final Surviving Corporation will provide to each individual who is employed by NV5 or its subsidiaries immediately preceding the First Effective Time (each, a “Continuing Employee”) overall compensation (including annual base salary, cash incentive opportunities with respect to target performance levels, and employee benefits) that is no less favorable in the aggregate than as provided by NV5 or its subsidiaries immediately prior to the closing, as determined by the Acuren Board in its reasonable good faith discretion based on such quantitative and qualitative factors as it may deem relevant.

Acuren will and the Final Surviving Corporation will credit Continuing Employees for service earned or credited on and prior to the Closing date with the NV5 and its subsidiaries, or their predecessors, in addition to service earned with Acuren and its affiliates on or after the Closing date, (i) to the extent that service is relevant for purposes of eligibility, vesting, or the calculation of vacation, sick days, severance, layoff and similar benefits (but not for purposes of defined benefit plan benefit accruals or vesting under any equity or equity based compensation plans other than Replacement RSA Awards) under any retirement or other employee benefit plan, program, or arrangement of Acuren and its affiliates or the Final Surviving Corporation for the benefit of the Continuing Employees on or after the Closing date and (ii) for such additional purposes as may be required by applicable law; provided, that no such credit given by Acuren or the Final Surviving Corporation will result in a duplication of benefits with respect to the Continuing Employees.

Subject to the provisions of the applicable benefit plan of Acuren and/or the applicable group insurance policy thereunder, Acuren will use commercially reasonable efforts to cause the following: (i) each Continuing Employee to be immediately eligible to participate, without any waiting time, in any and all Acuren benefit plans, to the extent such Acuren benefit plan is an “employee welfare benefit” plan within the meaning of 3(1) of ERISA and coverage under such Acuren benefit plan replaces coverage under a comparable NV5 benefit plan in which such Continuing Employee participated immediately before the replacement; and (ii) for purposes of each Acuren benefit plan

providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, all pre-existing condition exclusions and actively-at-work requirements of such Acuren benefit plan to be waived for such Continuing Employee and his or her covered dependents, and any eligible expenses incurred by such Continuing Employee and his or her covered dependents under an NV5 benefit plan during the portion of the plan year prior to the closing to be taken into account under such Acuren benefit plan for purposes of satisfying all deductible, co-insurance, co-payment, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such Acuren benefit plan. Nothing in the Merger Agreement will be construed as either an amendment to any benefits plan or any employee benefit plan maintained by Acuren or NV5 or their respective affiliates, nor is any provision of the Merger Agreement intended to confer upon any individual any additional rights or the right to remain employed for any period of time.

Other Covenants and Agreements

The Merger Agreement contains certain other covenants and agreements, including, among other things, covenants relating to:

•        cooperation between Acuren and NV5 in the preparation of this joint proxy statement/prospectus;

•        access by each party to certain information about the other party during the period prior to the earlier of the First Effective Time or termination of the Merger Agreement, as applicable;

•        taking all reasonable steps within each party’s control to exempt (or ensure the continued exemption of) the Merger and the transactions from the takeover laws of any state that purport to apply to the Merger Agreement or the transactions;

•        public announcements;

•        requirements of Section 16(a) of the Exchange Act;

•        absence of control of the other parties’ businesses;

•        cooperation between Acuren and NV5 in the defense or settlement of any stockholder litigation relating to the transactions;

•        transfer taxes; and

•        certain tax matters, including the cooperation to obtain tax opinions regarding the treatment of the Merger as a “reorganization” within the meaning of Section 368(a) of the Code.

Conditions to Completion of the Merger

The obligations of Acuren and NV5 to consummate the Merger is subject to the satisfaction (or waiver by all parties, to the extent permissible under applicable laws) of the following mutual conditions:

•        receipt of the Acuren stockholder approval and the NV5 stockholder approval;

•        the shares of Acuren Common Stock to be issued pursuant to the Merger will have been authorized for listing on New York Stock Exchange, subject to official notice of issuance;

•        no law, whether preliminary, temporary or permanent, will be in effect that prevents, makes illegal or prohibits the Merger, the Acuren Stock Issuance or any other transaction contemplated by the Merger Agreement, and there will be no lawsuit, dispute or other similar proceeding initiated by a governmental authority pending that seeks to prevent, make illegal or prohibit the Merger, the Acuren Stock Issuance or any other transaction contemplated by the Merger Agreement;

•        the registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, filed by Acuren in connection with the issuance of shares of Acuren Common Stock in the Merger will have been declared effective by the SEC under the Securities Act and will not be the subject of any stop order; and

•        the waiting period (and any extension of such period) under the HSR Act applicable to the transactions contemplated by the Merger Agreement will have expired or otherwise been terminated and all consents and filings required under any applicable antitrust law or any laws requiring foreign investment clearance to consummate the transactions contemplated hereby, will have been obtained or made.

The obligation of Acuren, Merger Sub I and Merger Sub II to consummate the Merger is also subject to the satisfaction, or waiver by Acuren, of the following additional conditions:

•        the accuracy of all representations and warranties (except where such failure to be accurate would not, individually or in the aggregate, result in a material adverse effect to NV5 or its subsidiaries) of NV5 set forth in the Merger Agreement (with certain limited exceptions), subject to the materiality standards set forth in the Merger Agreement, as of May 14, 2025 and as of the closing (except to the extent such representations and warranties speak as of a specified date or period of time, in which case such representations and warranties will be true and correct as of such date or period of time), and Acuren’s receipt of an officer’s certificate from NV5 to that effect;

•        performance of, or compliance with, in all material respects all agreements and covenants required to be performed or complied with pursuant to the Merger Agreement by NV5 prior to the First Effective Time, and Acuren’s receipt of an officer’s certificate from NV5 to that effect; and

•        no material adverse effect with respect to NV5 or any of its subsidiaries will have occurred that is continuing.

The obligation of NV5 to consummate the Merger is also subject to the satisfaction, or waiver by NV5, of the following additional conditions:

•        the accuracy of all representations and warranties (except where such failure to be accurate would not, individually or in the aggregate, result in a material adverse effect to Acuren or its subsidiaries) of Acuren set forth in the Merger Agreement (with certain limited exceptions), subject to the materiality standards set forth in the Merger Agreement, as of May 14, 2025 and as of the closing (except to the extent such representations and warranties speak as of a specified date or period of time, in which case such representations and warranties will be true and correct as of such date or period of time), and NV5’s receipt of an officer’s certificate from Acuren to that effect;

•        performance of, or compliance with, in all material respects all agreements and covenants required to be performed or complied with pursuant to the Merger Agreement by Acuren prior to the First Effective Time, and NV5’s receipt of an officer’s certificate from Acuren to that effect; and

•        no material adverse effect with respect to Acuren or any of its subsidiaries will have occurred that is continuing.

•        receipt of an opinion from Greenberg Traurig, P.A., regarding the qualification of the Merger as a “reorganization” within the meaning of Section 368(a) of the Code.

As further discussed under the section entitled “Risk Factors,” neither Acuren nor NV5 can be certain when, or if, the conditions to the Merger will be satisfied or waived, or that the Merger will be completed.

Listing of Acuren Common Stock; Delisting and Deregistration of NV5 Common Stock

Acuren has agreed to use its use reasonable best efforts to cause the shares of Acuren Common Stock to be issued in connection with the First Merger to be listed on NYSE, subject to official notice of issuance and it is a condition to the consummation of the Merger that the shares of Acuren Common Stock issuable pursuant to the Merger be approved for listing on the NYSE.

NV5 has agreed to cooperate with Acuren and use reasonable best efforts to take all actions necessary to be taken on its part prior to the First Effective Time to cause the delisting of the NV5 Common Stock from the NASDAQ and the termination of NV5’s registration under the Exchange Act, in each case, as soon as reasonably practicable following the First Effective Time, subject to compliance with NV5’s obligations under the Exchange Act.

Shares of NV5 Common Stock currently trade on the NASDAQ under the stock symbol “NVEE.” When the Merger is completed, the NV5 Common Stock will cease to be traded on the NASDAQ and will be deregistered under the Exchange Act.

Termination of the Merger Agreement

Acuren and NV5 may mutually agree in writing to terminate the Merger Agreement before consummating the First Merger, even after the Acuren stockholder approval and the NV5 stockholder approval have been obtained.

In addition, either Acuren or NV5 may terminate the Merger Agreement if:

•        any governmental authority having jurisdiction over any party has issued any order, decree, ruling or injunction or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of any of the Merger and such order, decree, ruling or injunction or other action will have become final and non-appealable, or if there will be adopted any law that permanently makes consummation of any of the Merger illegal or otherwise permanently prohibited; provided, however, that this right to terminate will not be available to any party whose failure to fulfill any covenant or agreement under the Merger Agreement has been the primary cause of or resulted in the action or event described in this bullet;

•        the consummation of the Merger has not occurred on or before the Outside Date; provided that if all of the conditions to Closing, other than the HSR approval and any other applicable antitrust laws or any laws requiring foreign investment clearance to consummate the transactions contemplated by the Merger Agreement, have been satisfied or waived or are capable of being satisfied at such time (other than those conditions that by their nature are to be satisfied at the Closing), the Outside Date will be automatically extended to November 3, 2025, which will thereafter be deemed to be the Outside Date; and provided further that the right to terminate the Merger Agreement under this bullet will not be available to any party whose failure to fulfill any covenant or agreement pursuant to the Merger Agreement has been the primary cause of or resulted in the failure of the Merger to occur on or before such date;

•        in the event of a breach by the other party of any representation, warranty, covenant or other agreement contained in the Merger Agreement which would give rise to the failure of certain Closing conditions, if it was continuing as of the Closing (and such breach is either not curable prior to the Outside Date or, if curable prior to the Outside Date, has not been cured by the breaching party by the earlier of (A) 30 days after the giving of written notice to the breaching Party of such breach and (B) two business days prior to the Outside Date) (a “Terminable Breach”); provided, however, that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained in the Merger Agreement; or

•        (A) the Acuren stockholder approval has not been obtained upon a vote held at the Acuren Special Meeting (including any adjournments or postponements thereof) or (B) the NV5 stockholder approval will not have been obtained upon a vote at the NV5 Special Meeting (including any adjournments or postponements thereof).

In addition, the Merger Agreement may be terminated under the following circumstances:

•        by Acuren, prior to, but not after, the time the NV5 stockholder approval is obtained, if the NV5 Board or a committee thereof has effected a NV5 Change of Recommendation (whether or not such NV5 Change of Recommendation is permitted by the Merger Agreement);

•        by NV5, prior to, but not after, the time the Acuren stockholder approval is obtained, if the Acuren Board or a committee thereof has effected an Acuren Change of Recommendation (whether or not such Acuren Change of Recommendation is permitted by the Merger Agreement);

•        by NV5, prior to, but not after, the time the NV5 stockholder approval is obtained if NV5 has received an NV5 Superior Proposal and the NV5 Board has authorized NV5 to enter into an NV5 Alternative Acquisition Agreement to consummate the transaction contemplated by such NV5 Superior Proposal in compliance with the Merger Agreement; provided that, the termination will not be effective unless NV5 has paid to Acuren the Termination Fee; and

•        by NV5, if Acuren has not obtained the necessary Debt Financings and consummated the Closing by the 5th business day following NV5’s confirmation in writing to Acuren that all Closing conditions have been satisfied or waived.

Expenses and Termination Fees Relating to the Termination of the Merger Agreement

Termination Fees Payable by Acuren

The Merger Agreement requires Acuren to pay NV5 a Termination Fee of $48,552,038 (the “Termination Fee”) if:

•        NV5 terminates the Merger Agreement following an Acuren Change of Recommendation, as described above in the section entitled “— Termination of the Merger Agreement”;

•        NV5 terminates the Merger Agreement for Acuren’s failure to obtain the required financing and consummate the Closing by the 5th business day following satisfaction or waiver of all closing conditions; or

•        either party terminates the Merger Agreement because the Acuren stockholder approval is not obtained and (i) on or before the date of any such termination an Acuren Alternative Acquisition Proposal will have been publicly announced or publicly disclosed and not publicly withdrawn without qualification at least five business days prior to the Acuren Special Meeting and (ii) within 12 months after the date of such termination, Acuren enters into a definitive agreement with respect to an Acuren Alternative Acquisition Proposal (or publicly approves or recommends to the Acuren stockholders or otherwise does not oppose, in the case of a tender or exchange offer, an Acuren Alternative Acquisition Proposal) or consummates an Acuren Alternative Acquisition Proposal (defined for the purpose of this clause (ii) with all references to 20% in the definition of Acuren Alternative Acquisition Proposal being replaced with “more than 50%”).

In the event that Acuren or NV5 terminates the Merger Agreement due to (i) any governmental authority having issued a ruling, order, decree or injunction permanently restraining or prohibiting the consummation of the Merger and relating to any consent of a governmental authority necessary to consummate the Merger (and where all other Closing conditions have been satisfied), or (ii) failure to consummate the Merger on or before 5:00 p.m. on October 3, 2025, Acuren will pay or cause to be paid to NV5 an amount equal to NV5’s expenses related to the preparation of and entry into the Merger Agreement and the consummation of the transactions contemplated thereby.

Termination Fees Payable by NV5

The Merger Agreement requires NV5 to pay Acuren the Termination Fee, if:

•        Acuren terminates the Merger Agreement following a NV5 Change of Recommendation or NV5 terminates the Merger Agreement to enter into an NV5 Alternative Acquisition Agreement to consummate the transaction contemplated by an NV5 Superior Proposal, as described above in the section entitled “— Termination of the Merger Agreement”; provided that if Acuren or NV5 terminates the Merger Agreement as described above and NV5 enters into an NV5 Alternative Acquisition Agreement (i) with any person prior to the expiration of the NV5 Go-Shop Period, or (ii) with any party that had submitted an NV5 alternative acquisition proposal during the NV5 Go-Shop Period, the Termination Fee will be $24,276,019; and

•        either party terminates the Merger Agreement because the required NV5 stockholder approval is not obtained, and (i) on or before the date of any such termination, a NV5 Alternative Acquisition Proposal will have been publicly announced or publicly disclosed and not publicly withdrawn without qualification at least five business days prior to the NV5 Special Meeting, and (ii) within 12 months after the date of such termination, NV5 enters into a definitive agreement with respect to a NV5 Alternative Acquisition Proposal (or publicly approves or recommends to the NV5 stockholders or otherwise does not oppose, in the case of a tender or exchange offer, a NV5 Alternative Acquisition Proposal) or consummates a NV5 Alternative Acquisition Proposal (defined for the purpose of this clause (ii) with all references to 20% in the definition of NV5 Alternative Acquisition Proposal being replaced with “more than 50%”).

No Multiple Payments of Termination Fee; Sole and Exclusive Remedy

In no event will Acuren or NV5, respectively, be entitled to receive more than one payment of the Termination Fee.

If the Merger Agreement is terminated under circumstances in which NV5 or Acuren, as the case may be, is required to pay the Termination Fee, payment of the Termination Fee by such party (together with any enforcement costs and expenses), will be the other party’s sole and exclusive remedy for any actions, liabilities, losses, damages, costs and expenses (including attorneys’ fees and disbursements) incurred by such party or any of its Representatives under the Merger Agreement or in connection with the negotiation, execution, performance or termination thereof.

Expenses

Each of Acuren and NV5 will pay its own expenses incident to preparing for, entering into and carrying out the Merger Agreement and the consummation of the transactions contemplated thereby, whether or not the Merger is consummated, except that all filing fees paid in respect of the filings under the HSR Act and other applicable antitrust laws in connection with the Merger will be borne equally by Acuren and NV5.

No Third-Party Beneficiaries

Nothing in the Merger Agreement, express or implied, is intended to or confers upon any person other than Acuren, NV5, Merger Sub I and Merger Sub II any right, benefit or remedy of any nature whatsoever under or by reason of the Merger Agreement, except following the First Effective Time, the rights of the holders of Converted Shares to receive the Merger Consideration and the rights of holders of NV5 RSAs and NV5 Executive RSAs to receive the consideration provided for under the Merger Agreement, and the Debt Financings sources of Acuren are intended third party beneficiaries and may enforce certain specified provisions in the Merger agreement.

Amendments and Waivers

Subject to applicable law, (i) any provision of the Merger Agreement may be amended by written agreement of each of the parties, and (ii) either party may waive the other party’s compliance with the terms of the Merger Agreement.

Remedies

In addition to any other remedy that may be available to each party under the terms of the Merger Agreement, at law or in equity, including monetary damages, prior to the termination of the Merger Agreement, each party will be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches or threatened breaches of the Merger Agreement. In addition, NV5 will be entitled to specific performance to consummate the Closing if: (i) all of the conditions to Closing have been satisfied (other than conditions that either (A) by their terms, are to be satisfied at the Closing (and which are capable of being satisfied) or (B) the failure of which to be satisfied is attributable, in whole or part, to a breach by Acuren of its representations, warranties, covenants or agreements contained in the Merger Agreement); (ii) the proceeds of the Debt Financings (or any alternative financing) are available to Acuren; and (iii) Acuren has failed to consummate the Closing on or prior to the Outside Date. In no event will NV5 be entitled to receive both (x) a grant of specific performance that results in the occurrence of the Closing, on the one hand, and (y) payment of all or any portion of the Termination Fee, on the other hand.

Governing Law

The Merger Agreement is governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof.

CERTAIN AGREEMENTS RELATING TO THE MERGER

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to or in connection with the transactions contemplated by the Merger Agreement but does not purport to describe all of the terms thereof. The descriptions below are qualified by reference to the actual text of these agreements. You are encouraged to read the agreements in their entirety.

NV5 Voting Support Agreements

In connection with the execution of the Merger Agreement, on May 14, 2025, Acuren entered into the NV5 Voting Agreements with each of Dickerson Wright and Cercano Management LLC (collectively, the “Supporting Stockholders”), under which the Supporting Stockholders agreed, among other things, to vote, or cause to be voted, all of the shares of NV5 Common Stock beneficially owned by such Supporting Stockholder in favor of the adoption of the Merger Agreement and/or against a NV5 alternative acquisition proposal, subject to certain conditions. As of the date of the Merger Agreement, the Supporting Stockholders collectively held approximately 16.7% of the total voting power of the outstanding shares of NV5 Common Stock. The NV5 Voting Agreements also contain restrictions on, among other things, the transferability of shares of NV5 Common Stock held by the Supporting Stockholders.

Notwithstanding the foregoing, in the event of a NV5 Change of Recommendation made in accordance with the terms of the Merger Agreement, and if the aggregate number of shares covered by the NV5 Voting Agreements exceeds 35% of the total number of outstanding shares of NV5 Common Stock as of the NV5 Record Date, then the obligation of the Supporting Stockholders to vote their NV5 Common Stock will be modified such that the Supporting Stockholders will only be required to collectively vote an aggregate number of shares of NV5 Common Stock equal to 35% and each Supporting Stockholder’s individual obligation to vote their shares of NV5 Common Stock will be reduced on a pro rata basis. The Supporting Stockholders, in their discretion, are entitled to vote all of their shares of NV5 Common Stock which are no longer subject to the NV5 Voting Agreements as a result of the foregoing in any manner they choose.

In addition, each NV5 Voting Agreement will automatically terminate, without notice or action by any parties, upon the earlier of (i) the First Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) any waiver of NV5’s rights under the Merger Agreement is granted without the prior written consent of the applicable Supporting Stockholder, and such waiver (a) diminishes the per share Merger Consideration or (b) changes the form in which the per share Merger Consideration is payable to NV5’s stockholders, (iv) in the event that the per share Merger Consideration as of the date of the NV5 special meeting would have a value less than the per share Merger Consideration value as of the date of signing of the Merger Agreement, and (v) as mutually agreed by Acuren and the applicable Supporting Stockholder.

Acuren Voting Support Agreements

In connection with the execution of the Merger Agreement, on May 14, 2025, each of the Founder Entity and Viking, stockholders of Acuren collectively holding approximately 44.7% of the voting power of Acuren, entered into the Acuren Voting Agreements with respect to the voting of Acuren Common Stock or Acuren Preferred Stock, if any, held by such stockholders. The Acuren Voting Agreements also contain restrictions on, among other things, the transferability of shares of Acuren Common Stock and Acuren Preferred Stock held by such Acuren stockholders.

Notwithstanding the foregoing, in the event of an Acuren Change of Recommendation made in accordance with the terms of the Merger Agreement, and if the aggregate number of shares covered by the Acuren Voting Agreements exceeds 30% of the total number of outstanding shares of Acuren Common Stock or Acuren Preferred Stock as of the Acuren Record Date, then the obligation of the Founder Entity and Viking to vote their Acuren Common Stock or Acuren Preferred Stock will be modified such that the Founder Entity and Viking will only be required to collectively vote an aggregate number of shares of Acuren Common Stock or Acuren Preferred Stock equal to 30% and each of the Founder Entity’s and Viking’s individual obligation to vote their shares of Acuren Common Stock or Acuren Preferred Stock will be reduced on a pro rata basis. The Founder Entity and Viking, in their discretion, are entitled to vote all of their shares of Acuren Common Stock or Acuren Preferred Stock which are no longer subject to the Acuren Voting Agreements as a result of the foregoing in any manner they choose.

Each Acuren Voting Agreement will automatically terminate, without notice or action by any parties, upon the earlier of (i) the receipt of approval of the Acuren Stock Issuance, (ii) the termination of the Merger Agreement in accordance with its terms, and (iii) as mutually agreed by NV5 and the applicable Acuren stockholder. In addition, in the case of the Acuren Voting Agreement entered into by Viking only, such automatic termination could result from an increase, as determined in the manner provided under such Acuren Voting Agreement, in the per share Merger Consideration value payable to the NV5 stockholders and upon approval of certain adverse amendments to the Merger Agreement.

Debt Commitment Letter

Concurrently with the entry into the Merger Agreement, Acuren entered into the Debt Commitment Letter, pursuant to which the Lenders have committed to provide Acuren with debt financing in an aggregate principal amount of $875.0 million (subject to conditions set forth in the Debt Commitment Letter) which such debt financing is expected to consist of an additional (i) $850.0 million senior secured incremental term facility and (ii) $25.0 million senior secured incremental revolving facility, under Acuren’s existing credit agreement. The obligations of the Lenders to provide debt financing under the Debt Commitment Letter are subject to certain customary conditions, including (i) the execution and delivery of definitive documentation with respect to such financing in accordance with the Debt Commitment Letter and (ii) the consummation of the Merger in all material respects in accordance with the terms and conditions of the Merger Agreement.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

This section describes the material U.S. federal income tax consequences of the Merger to U.S. holders (as defined below) that exchange their shares of NV5 Common Stock for the Merger Consideration. The following discussion is based on the Code, existing and proposed regulations thereunder and published rulings and decisions, all as currently in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect. Any such change could affect the continuing validity of this discussion.

This summary does not describe any U.S. state or local, or foreign or certain U.S. federal tax consequences (including estate, gift and Medicare contribution tax consequences) of the Merger, or the tax consequences of owning or disposing of Acuren Common Stock received in the Merger.

For purposes of this discussion, a “U.S. holder” is a beneficial owner of NV5 Common Stock that for U.S. federal income tax purposes is:

•        a citizen or individual resident of the United States;

•        a corporation (including any entity treated as a corporation for U.S. federal income tax purposes), created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

•        a trust that (1) is subject to (A) the primary supervision of a court within the United States and (B) the authority of one or more U.S. persons to control all substantial decisions of the trust or (2) has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person; or

•        an estate that is subject to U.S. federal income tax on its income regardless of its source.

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds NV5 Common Stock, the tax treatment of a partner generally will depend on the status of the partner, the activities of the partnership and certain determinations made at the partnership level. If you are a partnership, or a partner of a partnership, holding NV5 Common Stock, you should consult your tax advisor regarding the tax consequences of the Merger.

This discussion addresses only U.S. holders that hold their NV5 Common Stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment), and does not address all of the U.S. federal income tax consequences that may be relevant to particular U.S. holders in light of their individual circumstances or to U.S. holders that are subject to special rules, such as:

•        financial institutions;

•        pass-through entities or investors in pass-through entities;

•        mutual funds;

•        insurance companies;

•        persons subject to the alternative minimum tax;

•        tax-exempt organizations;

•        dealers in securities;

•        traders in securities that elect to use a mark-to-market method of accounting;

•        persons that hold NV5 Common Stock as part of a straddle, hedge, constructive sale or conversion transaction;

•        persons that purchased or sell their shares of NV5 Common Stock as part of a wash sale;

•        persons who actually or constructively own more than 5% of NV5’s common stock;

•        regulated investment companies or real estate investment trusts;

•        certain expatriates or persons that have a functional currency other than the U.S. dollar;

•        holders that exercise dissenters’ or appraisal rights;

•        persons subject to special accounting rules (including rules requiring recognition of gross income based on a taxpayer’s applicable financial statement);

•        persons that are not U.S. holders; and

•        stockholders that acquired their shares of NV5 Common Stock through the exercise of an employee stock option or otherwise as compensation or through a tax-qualified retirement plan.

ALL HOLDERS OF NV5 COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE MERGER, INCLUDING THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL, STATE AND LOCAL AND FOREIGN TAX LAWS.

General

Assuming that the Merger is completed as currently contemplated, Acuren and NV5 intend for the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Subject to the assumptions, qualifications and limitations set forth in the opinions attached hereto as Exhibits 8.1 and 8.2, it is the opinion of Greenberg Traurig, P.A., and Loeb & Loeb LLP, that the Merger should qualify as a “reorganization” within the meaning of Section 368(a) of the Code. However, there are factual and legal uncertainties as to whether the Merger should so qualify. In order to qualify as a reorganization, the Merger must satisfy requirements relating to the ratio of the total value of Acuren Common Stock issued in the Merger in relation to all consideration issued in connection with the Merger, including any consideration that may be paid to holders of NV5 Common Stock that exercise dissenters’ or appraisal rights. Although it is expected that such requirements will be satisfied, for this purpose, the total value of Acuren Common Stock issued in the Merger and the ratio of such total Acuren Common Stock value in relation to all such consideration cannot be finally determined until the Closing and the settlement of any dissenters’ or appraisal rights exercised by holders of NV5 Common Stock. Moreover, although it is expected that the Merger should satisfy applicable legal requirements, the lack of controlling legal authorities based on facts that are exactly the same as the Merger also present uncertainties regarding qualification of the Merger as a “reorganization” within the meaning of Section 368(a) of the Code. The obligation of NV5 to complete the Merger is conditioned upon the receipt of an opinion from Greenberg Traurig, P.A., counsel to Acuren, in form and substance reasonably satisfactory to NV5, regarding the qualification of the Merger as a “reorganization” within the meaning of Section 368(a) of the Code subject to the assumptions, qualifications, and limitations set forth or referred to in such opinion. These conditions are waivable, and Acuren and NV5 will undertake to recirculate this joint proxy statement/prospectus and resolicit stockholders if this condition is waived and the change in tax consequences is material. Any such opinion is not binding on the Internal Revenue Service or the courts. Acuren and NV5 have not requested and do not intend to request any ruling from the Internal Revenue Service as to the U.S. federal income tax consequences of the Merger.

U.S. Federal Income Tax Consequences of the Merger if the Merger Qualifies as a “Reorganization” within the meaning of Section 368(a) of the Code

The following discussion assumes that the Merger should qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

A U.S. holder that exchanges all of its shares of NV5 Common Stock for the Merger Consideration generally should not recognize any realized loss but should recognize any realized gain as a result of the Merger equal to the lesser of (i) the excess, if any, of (A) the sum of the fair market value of Acuren Common Stock (including any fractional share of Acuren Common Stock deemed received and redeemed for cash, as discussed below) and the amount of cash consideration (excluding the amount of any cash in lieu of a fractional share of Acuren Common Stock) received by such U.S. holder pursuant to the Merger over (B) such U.S. holder’s adjusted tax basis in the NV5 Common Stock surrendered pursuant to the Merger, and (ii) the amount of cash consideration (excluding the amount of any cash in lieu of a fractional share of Acuren Common Stock) received by such U.S. holder pursuant to the Merger. Any gain recognized generally should be capital gain, and should be long-term capital gain if, as of the effective date of the Merger, such U.S. holder’s holding period for such NV5 Common Stock surrendered

pursuant to the Merger is greater than one year. For U.S. holders that are non-corporate holders, long-term capital gains generally should be taxed at a U.S. federal income tax rate that is lower than the rate for ordinary income or for short-term capital gains.

In some cases, the recognized gain could be treated as a dividend for U.S. federal income tax purposes, in which case such U.S. holder could have dividend income up to the amount of the cash consideration received. Because the possibility of dividend treatment can depend upon various factors, including the particular circumstances of a U.S. holder and the application of certain constructive ownership rules, U.S. holders should consult their tax advisors regarding the potential tax consequences of the Merger and the receipt of the Merger Consideration to them, and U.S. holders that are corporations (including entities that are treated as corporations for U.S. federal income tax purposes) should consult their tax advisors regarding the potential applicability of the “extraordinary dividend” provisions of the Code.

Each U.S. holder’s aggregate tax basis in the shares of Acuren Common Stock received in the Merger (including any fractional share of Acuren Common Stock deemed received and redeemed for cash, as discussed below) generally should equal such U.S. holder’s aggregate adjusted tax basis in the shares of NV5 Common Stock surrendered in the Merger, less the amount of cash consideration (excluding the amount of any cash in lieu of a fractional share of Acuren Common Stock) received pursuant to the Merger, plus any gain, if any, recognized as a result of the Merger (other than any gain recognized in respect of cash received in lieu of a fractional share of Acuren Common Stock). The holding period of the shares of Acuren Common Stock received by a U.S. holder in the Merger (including any fractional share deemed received and redeemed for cash, as discussed below) will include such U.S. holder’s holding period for the shares of NV5 Common Stock surrendered in the Merger.

If a U.S. holder holds different blocks of NV5 Common Stock (generally, NV5 Common Stock acquired on different dates or at different prices), such U.S. holder should consult its tax advisor with respect to the determination of the tax bases and/or holding periods of the particular shares of Acuren Common Stock received in the Merger.

Cash Received in Lieu of a Fractional Share of Acuren Common Stock

A U.S. holder that receives cash in lieu of a fractional share of Acuren Common Stock generally will be treated as having received the fractional share pursuant to the Merger, and then as having sold to Acuren that fractional share of Acuren Common Stock for cash. As a result, a U.S. holder of NV5 Common Stock generally will recognize gain or loss equal to the difference, if any, between the amount of cash received and the tax basis allocated to such fractional share of Acuren Common Stock, unless the receipt of cash has the effect of a distribution of a dividend under the tests set forth in Section 302 of the Code, in which case, such cash received would be treated as a dividend to the extent of such tendering U.S. holder’s ratable share of earnings and profits as determined for U.S. federal income tax purposes. Because the possibility of dividend treatment can depend upon various factors, including the particular circumstances of a U.S. holder and the application of certain constructive ownership rules, U.S. holders should consult their tax advisors regarding the potential tax consequences of the receipt of cash in lieu of a fractional share of Acuren Common Stock, and U.S. holders that are corporations (including entities that are treated as corporations for U.S. federal income tax purposes) should consult their tax advisors regarding the potential applicability of the “extraordinary dividend” provisions of the Code. Gain or loss recognized with respect to cash received in lieu of a fractional share of Acuren Common Stock generally will be capital gain or loss, and will be long-term capital gain or loss if, as of the effective date of the Merger, the holding period for the NV5 Common Stock surrendered pursuant to the Merger is greater than one year. For U.S. holders that are non-corporate holders, long-term capital gains generally will be taxed at a U.S. federal income tax rate that is lower than the rate for ordinary income or for short-term capital gains. The deductibility of capital losses is subject to limitations.

You are urged to consult with your own tax advisor about the particular tax consequences of the Merger to you, including the effects of U.S. federal, state and local and foreign tax laws.

U.S. Federal Income Tax Consequences of the Merger if the Merger Does Not Qualify as a “Reorganization” Within the Meaning of Section 368(a) of the Code

If the Merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, then the receipt of the Merger Consideration in exchange for NV5 Common Stock in the Merger will be a taxable transaction. In such a case, a U.S. holder generally will recognize gain or loss in an amount equal to the difference, if any,

between (i) the sum of the fair market value of the Merger Consideration received by such holder in the Merger and (ii) such holder’s adjusted tax basis in its shares of NV5 Common Stock exchanged in the Merger. Gain or loss must be calculated separately for each block of shares of NV5 Common Stock exchanged by such U.S. holder if such blocks were acquired at different times or for different prices. Any gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if, as of the closing date of the Merger, the holding period in a particular block of shares of NV5 Common Stock exchanged in the Merger is greater than one year as of the date of the Merger. Long-term capital gains of individuals are generally eligible for reduced rates of taxation. The deductibility of capital losses is subject to certain limitations.

Information Reporting and Backup Withholding

Payments of cash consideration (including any cash in lieu of a fractional share of Acuren Common Stock) to a holder of NV5 Common Stock generally will be subject to information reporting and backup withholding (currently at a rate of 24%), unless the holder provides proof of an applicable exemption or furnishes its taxpayer identification number, and otherwise complies with all applicable requirements of the backup withholding rules. Any amounts withheld from payments to a holder under the backup withholding rules are not additional tax and will be allowed as a refund or credit against the holder’s U.S. federal income tax liability, provided the required information is timely furnished to the Internal Revenue Service.

The preceding discussion is intended only as a general discussion of the material U.S. federal income tax consequences of the Merger to U.S. holders. It is not a complete analysis or discussion of all potential tax effects that may be important to you. Thus, you are strongly encouraged to consult your tax advisor as to the specific tax consequences resulting from the Merger, including tax return reporting requirements, the applicability and effect of U.S. federal, state and local and foreign tax laws, and the effect of any proposed changes in the tax laws.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial information presents the historical consolidated financial information of Acuren Corporation (“Acuren”), adjusted to give effect to the Transactions including the Merger. 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 March 31, 2025, combines the historical balance sheets of Acuren and NV5 Global, Inc. (“NV5”) on a pro forma basis as if the Merger had been consummated on March 31, 2025. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2025 and for the year ended December 31, 2024, combine the historical consolidated statements of operations and other comprehensive income (loss) of Acuren and the historical consolidated statements of net income and comprehensive income of NV5 on a pro forma basis as if the Merger had been consummated on January 1, 2024.

NV5 reports 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) and the fiscal year 2024 includes fifty-two weeks. For purposes of unaudited pro forma condensed combined statements of operations, Acuren has utilized NV5’s historical results for the thirteen-week period ended March 29, 2025, and fifty-two week period ended December 28, 2024, in the condensed combined statement of operations for the pro forma periods ended March 31, 2025 and December 31, 2024, respectively. Furthermore, Acuren has utilized NV5’s historical position as of March 29, 2025, in the pro forma condensed combined balance sheet as of March 31, 2025.

The Merger is expected to be accounted for as a business combination using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 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 date control is obtained. Given that the Merger has not been completed as of the date of this joint proxy statement/prospectus in which this unaudited pro forma condensed combined financial information is included, Acuren has not performed the detailed valuation studies necessary to arrive at the final estimates of the fair value of NV5’s assets to be acquired, the liabilities to be assumed and the related allocations of purchase price nor has it identified all adjustments necessary to conform NV5’s accounting policies to Acuren’s 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 to be acquired and liabilities to be 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 the historical consolidated financial statements of Acuren and NV5 and the respective accompanying notes, as well as the section entitled “Risk Factors” included elsewhere in this joint proxy statement/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 Acuren and NV5 filed consolidated income tax returns during the periods presented. The Merger may result in changes in Acuren’s tax rate used to determine deferred income taxes due to changes in circumstances in various tax jurisdictions. Any changes in Acuren’s deferred taxes as a result of the Merger will be reflected in income after completion of the Merger. The unaudited pro forma financial information does not include the impact of such changes on Acuren’s 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. Acuren’s actual results of operations after the Merger 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 operating results of Acuren 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, Acuren obtained control of ASP Acuren Holdings, Inc. (the “Acuren Acquisition”) and accordingly the historical consolidated financial statements of Acuren present ASP Acuren Holdings, Inc. (“ASP Acuren”) as the “Predecessor” of the reporting entity for all periods prior to the closing of the Acuren Acquisition on July 30, 2024 and Acuren (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 Acuren’s statement of operations for the year ended December 31, 2024, to present the effects of the Acuren Acquisition as if the Acuren Acquisition closed on January 1, 2024. See Note 3 for further details.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of March 31, 2025
(in thousands, except share and per share amounts)