TIC Solutions, Inc.
For the period ended Dec 31, 2024. Filed Mar 27, 2025.
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FY2024 · Filed Mar 27, 2025
TIC$10.99-2.7%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a) Documents filed as part of this 2024 Annual Report on Form 10-K:
1)Financial Statements
a. See index to Financial Statements and Supplementary Data on page F-1
2)Financial Statement Schedules
a. All schedules have been omitted because they are either not applicable, not required or the information called for therein appears in the consolidated financial statements or notes thereto.
3)Exhibits
| ExhibitNumber | Description |
| 2.1# | Agreement and Plan of Merger, dated as of May 21, 2024, by and among Admiral Acquisition Limited, AAL Merger Sub, Inc., ASP Acuren Holdings, Inc. and ASP Acuren Holdings Inc., as the stockholders’ representative (incorporated by reference to Exhibit 2.1 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 3.1 | Certificate of Incorporation of Acuren Corporation (incorporated by reference to Exhibit 3.1 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 3.2 | Bylaws of Acuren Corporation (incorporated by reference to Exhibit 3.2 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 4.1* | Description of Capital Stock |
| 4.3 | Amended and Restated Warrant Instrument, dated as of September 23, 2024, executed by Acuren Corporation (form of Warrant contained in Schedule I thereto) (incorporated by reference to Exhibit 4.3 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 10.1† | Acuren Corporation 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 10.2† | Form of Restricted Stock Unit Agreement (Non-Employee Directors) — Acuren Corporation 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 10.3† | Form of Restricted Stock Unit Agreement — Acuren Corporation 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 10.4 | Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 10.5# | Credit Agreement, dated as of July 30, 2024, by and among Acuren Holdings, Inc. (f/k/a ASP Acuren Holdings, Inc.), as initial borrower, Acuren Corporation (f/k/a Admiral Acquisition Limited), as holdings, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Jefferies Finance LLC, as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.5 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 10.6 | Pledge and Security Agreement, dated as of July 30, 2024, made by Acuren Delaware HoldCo, Inc. (f/k/a AAL Delaware HoldCo, Inc.), Acuren Holdings, Inc. (f/k/a ASP Acuren Holdings, Inc.), Acuren Corporation, and the grantors from time to time party thereto in favor of Jefferies Finance LLC, as collateral agent (incorporated by reference to Exhibit 10.6 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 10.7 | Consulting Services Agreement, dated as of July 30, 2024, by and between Acuren Corporation and Mariposa Capital, LLC (incorporated by reference to Exhibit 10.7 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 10.8# | Placing Agreement, dated May 17, 2023, by and between Acuren Acquisition Limited, certain of its directors and founders, Mariposa Acquisition IX, LLC, Jefferies International Limited, Jefferies GmbH and UBS AG London Branch (incorporated by reference to Exhibit 10.8 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 10.9† | Form of Option Deeds (incorporated by reference to Exhibit 10.9 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 10.10 | Founder Insider Letter, dated May 17, 2023 (incorporated by reference to Exhibit 10.10 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 10.11† | Employment Agreement, dated September 19, 2024, by and between Acuren Corporation and Talman B. Pizzey (incorporated by reference to Exhibit 10.11 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 10.12† | Michael Grigsby Separation Agreement dated November 18, 2024 (incorporated by reference to Exhibit 10.12 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 10.13† | Lourinda St. John Offer Letter dated February 10, 2023 (incorporated by reference to Exhibit 10.13 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 10.14 | Employment Agreement, dated November 20, 2024, by and between Acuren Corporation and Kristin Schultes (incorporated by reference to Exhibit 10.14 to the registrant’s Registration Statement on Form S-4 effective December 16, 2024 (File No. 333-282976)). |
| 10.15 | First Amendment to Credit Agreement, dated January 31, 2025, by and among Acuren Delaware Holdco, Inc., as the initial borrower, Acuren Holdings, Inc., as a borrower, Acuren Corporation, as holdings, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Jefferies Finance LLC, as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on January 31, 2025). |
| 19.1* | Insider Trading Policy. |
| 21.1* | List of subsidiaries of the registrant. |
| 31.1* | Certification by Talman Pizzey, Chief Executive Officer, pursuant to Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification by Kristin Schultes, Chief Financial Officer, pursuant to Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1** | Certifications by Talman Pizzey, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2** | Certifications by Kristin Schultes, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1* | Acuren Corporation Executive Officer Clawback Policy. |
*Filed herewith.
**Furnished herewith.
†Management contract or compensatory plan or arrangement.
#Certain schedules to these agreements have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a copy of any schedule omitted from the agreements to the SEC upon request.
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