TIC Solutions, Inc.

As used in this Annual Report on Form 10-K (“Annual Report”), the terms “we,” “us,” “our,” and the “Company” refer to Acuren Corporation, a Delaware corporation headquartered in Tomball, Texas, and its wholly-owned subsidiaries. The term “ASP Acuren” refers to ASP Acuren Holdings, Inc.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Annual Report contains “forward-looking statements”. These forward-looking statements are based on beliefs and assumptions as of the date such statements are made and are subject to risks and uncertainties. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms including “expect,” “anticipate,” “project,” “will,” “should,” “believe,” “intend,” “plan,” “estimate,” “potential,” “target,” “would,” and similar expressions, although not all forward-looking statements contain these identifying terms.

These forward-looking statements are based on our current expectations and assumptions and on information currently available to management and include, among others, statements regarding, as of the date such statements are made:

•our beliefs and expectations regarding our business strategies and competitive strengths, and our ability to maintain and advance our market share and position, grow our business organically and through acquisitions, and capitalize on customer demand;

•our beliefs regarding competition, our relative market positioning and the competitive factors in the industries we serve;

•our beliefs regarding our acquisition opportunities and ability to execute on and successfully integrate strategic acquisitions;

•our beliefs regarding the recurring and repeat nature of our business;

•our expectations regarding industry trends and their impact on our business, and our ability to capitalize on the opportunities presented, and to invest resources in broadening our services, in the markets we serve;

•our intent to continue to grow our business, both organically and through acquisitions, and our beliefs regarding the impact of our business strategies on our growth;

•our beliefs regarding our customer relationships and plans to grow existing business and expand service offerings;

•our beliefs regarding the sufficiency of our properties and facilities;

•our expectations regarding our safety management systems and other labor matters;

•our beliefs regarding the adequacy of our insurance coverage;

•our expectations regarding the increased costs and burdens of being a public company;

•our expectations regarding the cost of compliance with laws and regulations;

•our expectations and beliefs regarding legal, accounting and tax matters; and

•our beliefs regarding the sufficiency of our current sources of liquidity to fund our future liquidity requirements, our expectations regarding the types of future liquidity requirements and our expectations regarding the availability of future sources of liquidity.

These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including those described in “Risk Factors” and in “Risk Factor Summary” below. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Annual Report may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Important factors that may materially affect the forward-looking statements include the risk factors summarized below.

The factors identified below are believed to be important factors, but not necessarily all of the important factors, that could cause actual results to differ materially from those expressed in any forward-looking statement made by us. Other factors not discussed herein could also have a material adverse effect on us. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. These forward-looking statements speak only as of the date of this Annual Report. We assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future, except as required by applicable law.

RISK FACTOR SUMMARY

Below is a summary of the principal factors that may affect our business, financial condition, and results of operations. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading “Risk Factors” and should be carefully considered, together with other information in this Annual Report and our other filings with the Securities and Exchange Commission (the “SEC”).

Risks Related to Our Business and Industry

•Our revenues are heavily dependent on certain industries.

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

•We operate in competitive markets and if we cannot compete, our business and results of operations could be materially and adversely affected.

•Serious safety incidents may result from use of RAT solutions.

•Our business’ success depends on our ability to adopt new, and expand our current, asset integrity solutions.

•Our ongoing investments in new client markets involve significant risks.

•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.

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

•We cannot assure that we will be successful in hiring or retaining members of a skilled technical workforce.

•If we fail to maintain a safe work environment, we may incur losses and lose business.

•We cannot assure that we will be successful in maintaining or renewing our contracts with our clients.

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

•The loss or unavailability of any of our executive officers or key personnel could materially affect us.

•Our business strategy of acquiring companies and making investments that complement our existing businesses could be unsuccessful.

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

•Natural disasters, industrial accidents, epidemics, war and acts of terrorism, and other adverse weather conditions could disrupt our business.

•We are and may become subject to periodic litigation.

•Our insurance coverage will not fully indemnify us against certain claims or losses.

•Demand for our business could be materially affected by governmental regulation.

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

•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.

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

Risks Related to Regulation

•Our failure to comply with the requirements and regulations of the International Traffic and Arms Regulation and the Occupational Safety and Health Administration could affect our financial condition and results of operations.

•Unsatisfactory safety performance may subject us to penalties and negatively impact our business.

•Changes to laws and regulations that we are subject to may result in additional costs.

•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.

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

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

•Interruptions in the proper functioning of our information systems, including as a result of a cybersecurity incident, could adversely affect our business.

•Our business is subject to risks arising from climate change.

Risks Related to our Finances and Indebtedness

•Our indebtedness may limit our ability to borrow additional funds or capitalize on business opportunities.

•Our Credit Facility includes certain covenants and limitations on our operations.

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

•We may need additional capital in the future and may not be able to access it on favorable terms, or at all.

•Our financial results are based, in part, upon estimates and assumptions that may differ from actual results.

•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.

•If we are unable to remediate the material weaknesses in our internal control over financial reporting, 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.

•We are an emerging growth company and will take advantage of reduced reporting requirements.

Risks Related to Ownership of our Securities

•We may be required to issue additional shares of common stock pursuant to the terms of the Series A Preferred Stock, which could result in dilution to existing stockholders.

•Our current directors may allocate their time to other businesses leading to potential conflicts of interest.

•We do not currently intend to pay dividends on the common stock.

•Investors may not be able to realize returns on your investment in our securities within a reasonable period.

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

•There is no guarantee that the Warrants will be in the money at the time they are exercisable, and, if the Warrants are exercised, we will be required to issue additional shares of common stock.

•The Warrants may be mandatorily redeemed at a time that may be disadvantageous to the holder.

Risks Related to Taxation

•Change in tax law and practice may reduce any net returns for investors.

•Our non-U.S. Holders may be subject to withholding taxes on distributions.

•We will be treated as a U.S. corporation for U.S. tax purposes and will generally be taxable on our worldwide income.

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