ACUREN CORP

Our operations and financial results are subject to various risks and uncertainties. As a result of the completion of the merger with NV5, we are providing the following additional risk factors to supplement the risk factors disclosed in Part 1, Item 1A, “Risk Factors” in our 2024 Annual Report. Other than the risk factors set forth below, there have been no material changes in our risk factors from those previously disclosed in Part 1, Item 1A, “Risk Factors” in our 2024 Annual Report.

Risks Related to NV5

Demand from state and local government and private clients is cyclical and vulnerable to economic downturns. If the economy weakens or client spending declines, NV5’s financial results may be impacted.

Demand for services from state and local government and private clients is cyclical and vulnerable to economic downturns, which may result in clients delaying, curtailing, or canceling proposed and existing projects. NV5’s business traditionally lags the overall recovery in the economy and therefore, NV5’s business may not recover immediately when the economy improves. If the economy weakens or client spending declines further, then NV5’s revenue, profits, and overall financial condition may deteriorate.

State and local government clients may face budget deficits that prohibit them from funding new or existing projects. In addition, NV5’s existing and potential clients may either postpone entering into new contracts or request price concessions. Difficult financing and economic conditions may cause some of NV5’s clients to demand better pricing terms or delay payments for services they perform, thereby increasing the average number of days NV5’s receivables are outstanding and the potential of increased credit losses on uncollectible invoices. Further, these conditions may result in the inability of some of NV5’s clients to pay them for services that they have already performed. If NV5 is not able to reduce its costs quickly enough to respond to the revenue decline from these clients, NV5’s operating results may be adversely affected. Accordingly, these factors affect NV5’s ability to forecast its future revenue and earnings from business areas that may be adversely impacted by market conditions.

NV5 derives a majority of its gross revenues from public and quasi-public governmental agencies, and any disruption in government funding or in its relationship with those agencies could adversely affect its business.

During fiscal 2024, approximately 63% of NV5’s gross revenues were attributable to public and quasi-public sector clients. A significant amount of NV5’s revenues are derived under multi-year contracts, many of which are appropriated on an annual basis. As a result, at the beginning of a project, the related contract may be only partially funded, and additional funding is normally committed only as appropriations are made in each subsequent year. These appropriations, and the timing of payment of appropriated amounts, may be influenced by numerous factors as noted below.

The demand for NV5’s government-related services is generally driven by the level of government program funding. Accordingly, the success and further development of NV5’s business depends, in large part, upon the continued funding of these government programs and upon its ability to obtain contracts and perform well under these programs. There are several factors that could materially affect NV5’s government contracting business, including the following:

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

•budget constraints or policy changes resulting in delay or curtailment of expenditures related to the services NV5 provides,

•re-competes of government contracts,

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

•curtailment in the use of government contracting firms,

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

•the increasing preference by government agencies for contracting with small and disadvantaged businesses, including the imposition of set percentages of prime and subcontracts to be awarded to such businesses for which NV5 would not qualify,

•competing political priorities and changes in the political climate with regard to the funding or operation of the services NV5 provides,

•the adoption of new laws or regulations affecting NV5’s contracting relationships with the federal, state, or local governments,

•public sector contracts may be modified, curtailed, or terminated at any time, which could prevent NV5 from recognizing all of its potential revenue and profits from such contracts,

•a dispute with, or improper activity by, any of NV5’s subcontractors, and

•general economic or political conditions.

These and other factors could cause government agencies to delay or cancel programs, to reduce their orders under existing contracts, to exercise their rights to terminate contracts, or not to exercise contract options for renewals or extensions. Any of these actions could have a material adverse effect on NV5’s revenue or timing of contract payments from these agencies.

NV5’s failure to win new contracts and renew existing contracts with private and public sector clients may adversely affect its business operations and financial results.

NV5’s business depends on its ability to win new contracts and renew existing contracts with private and public sector clients. Contract proposals and negotiations are complex and frequently involve a lengthy bidding and selection process, which is affected by a number of factors. These factors include market conditions, financing arrangements, prevailing interest rates, and required governmental approvals. For example, a client may require NV5 to provide a bond or letter of credit to protect the client should it fail to perform under the terms of the contract. If negative market conditions arise, or if NV5 fails to secure adequate financial arrangements or the required government approvals, NV5 may not be able to pursue particular projects, which could adversely affect its profitability.

Losses under lump-sum contracts may adversely impact NV5’s business operations and financial results.

Lump-sum contracts typically require the performance of all the work under the contract for a specified lump-sum fee, subject to price adjustments if the scope of the project changes or unforeseen conditions arise. During fiscal 2024, 2023, and 2022, approximately 52%, 49%, and 44% of NV5’s revenue was recognized under lump-sum contracts. Lump-sum contracts expose NV5 to a number of risks not inherent in cost-plus and time and material contracts, including underestimation of costs, ambiguities in specifications, unforeseen costs or difficulties, problems with new technologies, delays beyond NV5’s control, failures of subcontractors to perform, and economic or other changes that may occur during the contract period. Losses under lump-sum contracts could adversely impact NV5’s results of operations.

Weather conditions and seasonal revenue fluctuations may adversely impact on NV5’s financial results.

NV5’s financial results during the months of November through March may be impacted by adverse weather conditions and the holiday season. As a result, NV5’s revenue and net income for the first and fourth quarters of NV5’s fiscal year may be lower when compared to NV5’s results for the second and third quarters of NV5’s fiscal year. If NV5 were to experience lower-than-expected revenues during any such period, NV5’s expenses may not be offset.

NV5’s inability to win or renew government contracts during regulated procurement processes or preferences granted to certain bidders for which NV5 would not qualify could harm NV5’s operations and significantly reduce or eliminate NV5’s profits.

Government contracts are awarded through a regulated procurement process. The U.S. Federal government has increasingly relied upon multi-year contracts with pre-established terms and conditions, such as indefinite delivery/indefinite quantity (“IDIQ”) contracts, which generally require those contractors who have previously been awarded the IDIQ to engage in an additional competitive bidding process before a task order is issued. The increased competition may require NV5 to make sustained efforts to reduce costs to realize revenue and profits under government contracts. If NV5 is not successful in reducing the amount of costs it incurs, NV5’s profitability on government contracts will be negatively impacted. The U.S. Federal government has also increased its use of IDIQs in which the client qualifies multiple contractors for a specific program and then awards specific task orders or projects among the qualified contractors. As a result, new work awards tend to be smaller and of shorter duration, since the orders represent individual tasks rather than large, programmatic assignments. In addition, even if NV5 is qualified to work on a government contract, it may not be awarded certain contracts because of existing government policies designed to protect small businesses and underrepresented minority contractors. The federal government has in the past announced specific statutory goals regarding awarding prime and subcontracts to small businesses, women-owned small businesses, and small disadvantaged businesses, which may obligate NV5 to involve such businesses as subcontractors with respect to these contracts at lower margins than when NV5 uses its own professionals.

If NV5 fails to complete a project in a timely manner, miss a required performance standard, or otherwise fails to adequately perform on a project, then it may incur a loss on that project, which may reduce or eliminate its overall profitability.

NV5’s engagements often involve large-scale, complex projects. The quality of NV5’s performance on such projects depends in large part upon its ability to manage the relationship with its clients and its ability to effectively manage the project and deploy appropriate resources, including third-party contractors and NV5’s own personnel, in a timely manner. If a project is not completed by the scheduled date or fails to meet required performance standards, NV5 may either incur significant additional costs or be held responsible for the costs incurred by the client to rectify damages due to late completion or failure to achieve the required performance standards. The performance of projects can be affected by a number of factors including unavoidable delays from government inaction, public opposition, inability to obtain financing, weather conditions, unavailability of vendor materials, changes in the project scope of services requested by NV5’s clients, industrial accidents, environmental hazards, and labor disruptions. To the extent these events occur, the total costs of the project could exceed NV5’s estimates and they could experience reduced profits or, in some cases, incur a loss on a project, which may reduce or eliminate NV5’s overall profitability. Further, any defects or errors, or failures to meet NV5’s clients’ expectations, could result in claims for damages against NV5. NV5’s contracts generally limit NV5’s liability for damages that arise from negligent acts, errors, mistakes, or omissions in rendering services to NV5’s clients. However, NV5 cannot be sure that these contractual provisions will protect them from liability for damages in the event they are sued.

Failure of NV5’s sub-consultants to satisfy their obligations to NV5 or other parties, or the inability to maintain these relationships, may adversely impact NV5’s business operations and financial results.

NV5 depends on sub-consultants in conducting its business. There is a risk that NV5 may have disputes with its sub-consultants arising from, among other things, the quality and timeliness of work performed, client concerns, or failure to extend existing task orders or issue new task orders under a subcontract. In addition, if any of NV5’s sub-consultants fail to deliver on a timely basis the agreed-upon supplies, go out of business, or fail to perform on a project, NV5’s ability to fulfill its obligations may be jeopardized and NV5 may be contractually responsible for the work performed. The absence of qualified sub-consultants with which NV5 has a satisfactory relationship could adversely affect the quality of its service and its ability to perform under some of its contracts.

NV5 also relies on relationships with other contractors when it acts as their sub-consultants or joint venture partner. NV5’s future revenue and growth prospects could be adversely affected if other contractors eliminate or reduce their subcontracts or teaming arrangement relationships with NV5 or if a government agency terminates or reduces these other contractors’ programs, does not award them new contracts, or refuses to pay under a contract.

State and other public employee unions may bring litigation that seeks to limit the ability of public agencies to contract with private firms to perform government employee functions in the area of public improvements. Judicial determinations in favor of these unions could affect NV5’s ability to compete for contracts and may have an adverse effect on NV5’s financial results.

State and other public employee unions have challenged the validity of propositions, legislation, charters, and other government regulations that allow public agencies to contract with private firms to provide services in the fields of engineering, design, and construction of public improvements that might otherwise be provided by public employees. These challenges could have the effect of eliminating or severely restricting the ability of municipalities to hire private firms and otherwise require them to use union employees to perform the services. If a state or other public employee union is successful in its challenge, this may result in additional litigation which could affect NV5’s ability to compete for contracts.

The loss of key personnel or NV5’s inability to attract and retain qualified personnel could significantly disrupt NV5’s business.

As a provider of technology, conformity assessment, and consulting solutions, NV5’s business is labor intensive and, therefore, NV5’s ability to attract, retain, and expand its senior management, sales personnel, and professional and technical staff is an important factor in determining NV5’s future success. The market for qualified scientists, engineers, and sales personnel is competitive and NV5 may not be able to attract and retain such professionals. It may also be difficult to attract and retain qualified individuals in the timeframe demanded by NV5’s clients. Furthermore, some of NV5’s government contracts may require NV5 to employ only individuals who have particular government security clearance levels. NV5’s failure to attract and retain key individuals could impair NV5’s ability to provide services to its clients and conduct its business effectively. The loss of the services of any key personnel could adversely affect NV5’s business.

NV5’s business activities may require its employees to travel to and work in countries where there are high security risks, which may result in employee death or injury, repatriation costs or other unforeseen costs.

Certain contracts require that NV5’s employees travel to, and work in, high-risk countries that are undergoing political, social and economic upheavals resulting from war, civil unrest, criminal activity, acts of terrorism or public heath crises. As a result, NV5 risks loss of or injury to its employees and may be subject to costs related to employee death or injury, repatriation or other unforeseen circumstances. NV5 may choose or be forced to leave a country with little or no warning due to physical security risks.

Employee, agent or partner misconduct or NV5’s overall failure to comply with laws or regulations may adversely impact NV5’s reputation and financial results as well as subject NV5 to criminal and civil enforcement actions.

Misconduct, fraud, non-compliance with applicable laws and regulations, or other improper activities by one of NV5’s employees, agents, or partners could have a significant negative impact on its business and reputation. Such misconduct could include the failure to comply with regulations regarding government procurements, the protection of classified information, bribery and other foreign corrupt practices, pricing of labor and other costs in government contracts, lobbying or similar activities, internal controls over financial reporting, environmental laws, and any other applicable laws or regulations. NV5’s policies mandate compliance with these regulations and laws, and NV5 takes precautions to prevent and detect misconduct. However, since NV5’s internal controls are subject to inherent limitations, including human error, it is possible that these controls could be intentionally circumvented or become inadequate because of changed conditions. As a result, NV5 cannot assure that its controls will protect it from reckless or criminal acts committed by its employees and agents. NV5’s failure to comply with applicable laws or regulations or acts of misconduct could subject NV5 to fines and penalties, loss of security clearances, and suspension or debarment from contracting, any or all of which could harm NV5’s reputation, reduce NV5’s revenue and profits, and subject NV5 to criminal and civil enforcement actions.

NV5’s revenue and growth prospects may be harmed if NV5 or its employees are unable to obtain government granted eligibility or other qualifications both NV5 and its employees need to perform services for NV5’s customers.

A number of government programs require contractors to have certain kinds of government granted eligibility, such as security clearance credentials. Depending on the project, eligibility can be difficult and time-consuming to obtain. If NV5 or its employees are unable to obtain or retain the necessary eligibility, NV5 may not be able to win new business, and its existing customers could terminate their contracts with NV5 or decide not to renew them. To the extent NV5 cannot obtain or maintain the required security clearances for its employees working on a particular contract, NV5 may not derive the revenue or profit anticipated from such contract.

A delay in the completion of the budget process of the U.S. government could delay procurement of NV5’s services and have an adverse effect on NV5’s future revenue.

NV5 provides services to the U.S. Federal government, if the U.S. government does not complete its budget process before its fiscal year-end on September 30, government operations may be funded by means of a continuing resolution. Under a continuing resolution, the government essentially authorizes agencies of the U.S. government to continue to operate and fund programs at the prior year end but does not authorize new spending initiatives. When the U.S. government operates under a continuing resolution, or should appropriations legislation not be enacted prior to the expiration of such continuing resolution resulting in a partial shut-down of federal government operations, government agencies may delay the procurement of services, which could reduce NV5’s future revenue

California state budgetary constraints may have a material adverse impact on us.

The state of California has historically been and is a key geographic region for NV5’s business. Approximately 28%, 26%, and 28% of NV5’s gross revenues during fiscal years 2024, 2023, and 2022, respectively, came from California-based projects. The timing and accessibility of budgetary funding, changes in state funding allocations to local agencies and municipalities, or other delays in purchasing for, or commencement of, projects may have a negative impact on NV5’s gross revenues and net income.

If NV5’s reports and opinions are not in compliance with professional standards and other regulations, NV5 could be subject to monetary damages and penalties.

NV5 issues reports and opinions to clients based on its professional expertise. NV5’s reports and opinions may need to comply with professional standards, licensing requirements, securities regulations, and other laws and rules governing the performance of professional services in the jurisdiction in which the services are performed. In addition, NV5 could be liable to third parties who use or rely upon its reports or opinions even if NV5 is not contractually bound to those third parties.

NV5’s failure to comply with export laws and regulations may adversely impact NV5’s operations.

NV5 is subject to U.S. export laws and regulations, including International Traffic in Arms Regulations ("ITAR"), Export Administration Regulations ("EAR"), and trade sanctions against embargoed countries to the extent NV5 exports technical services, data, products, and equipment outside of the United States. NV5 may be adversely affected if it fails to comply with these laws and regulations, which could result in civil or criminal sanctions, including fines, suspension, or debarment of U.S. government contracts.

Changes in resource management or infrastructure industry laws, regulations, and programs could directly or indirectly reduce the demand for NV5’s services which could in turn negatively impact NV5’s revenue.

Some of NV5’s services are directly or indirectly impacted by changes in U.S. Federal, state, local, or foreign laws and regulations pertaining to resource management, infrastructure, and the environment. In addition, growing concerns about climate change may result in the imposition of additional regulations, international protocols, or other restrictions on emissions. Accordingly, such additional laws and regulations or a relaxation or repeal of existing laws and regulations, or changes in governmental policies regarding the funding, implementation, or enforcement of these programs, could result in a decline in demand for NV5’s services, which could in turn negatively impact NV5’s revenue.

As a government contractor, NV5 must comply with various procurement laws and regulations and is subject to regular government audits. A violation of any of these laws and regulations or the failure to pass a government audit could result in sanctions, contract termination, forfeiture of profit, harm to NV5’s reputation or loss of NV5’s status as an eligible government contractor and could reduce NV5’s profits and revenue.

NV5 must comply with and is affected by U.S. Federal, state, local, and foreign laws and regulations relating to the formation, administration, and performance of government contracts. For example, NV5 must comply with defective-pricing clauses found within the Federal Acquisition Regulation (“FAR”), the Truth in Negotiations Act, Cost Accounting Standards (“CAS”), the Services Contract Act, and the U.S. Department of Defense security regulations, as well as many other rules and regulations. In addition, NV5 must also comply with other government regulations related to employment practices, environmental protection, health and safety, tax, accounting, and anti-fraud measures, as well as many other regulations in order to maintain NV5’s government contractor status. These laws and regulations affect how NV5 does business with its clients and, in some instances, impose additional costs on its business operations. Although NV5 takes precautions to prevent and deter fraud, misconduct, and non-compliance, NV5 faces the risk that its employees or outside partners may engage in misconduct, fraud, or other improper activities. Government agencies routinely audit and investigate government contractors. These government agencies review and audit a government contractor’s performance under its contracts and cost structure and evaluate compliance with applicable laws, regulations, and standards. In addition, during the course of its audits, such agencies may question NV5’s incurred project costs. If such agencies believe NV5 has accounted for such costs in a manner inconsistent with the requirements for FAR or CAS, the agency auditor may recommend to NV5’s U.S. government corporate administrative contracting officer that it disallow such costs. Historically, NV5 has not experienced significant disallowed costs as a result of government audits. However, NV5 cannot assure that such government audits will not result in a material disallowance for incurred costs in the future. In addition, government contracts are subject to a variety of other requirements relating to the formation, administration, performance, and accounting for these contracts. NV5 may also be subject to qui tam litigation brought by private individuals on behalf of the government under the Federal Civil False Claims Act, which could include claims for treble damages. Government contract violations could result in the imposition of civil and criminal penalties or sanctions, contract termination, forfeiture of profit, or suspension of payment, any of which could make NV5 lose its status as an eligible government contractor. NV5 could also suffer serious harm to its reputation. Any interruption or termination of NV5’s government contractor status could reduce its profits and revenue significantly.

NV5 is subject to stringent and evolving foreign laws, regulations, rules, contractual obligations, policies and other obligations related to data privacy and security. NV5’s actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions; litigation (including class claims) and mass arbitration demands; fines and penalties; disruptions of NV5’s business operations; reputational harm; loss of revenue or profits; loss of customers or sales; and other adverse business consequences.

NV5 develops, installs and maintains information technology systems for itself, as well as for customers. Client contracts for the performance of information technology services, as well as various privacy and securities laws, require NV5 to manage and protect sensitive and confidential information, including federal and other government information, from disclosure. NV5 also needs to protect its own internal trade secrets and other business confidential information, as well as personal data of its employees and contractors, from disclosure.

In the foreign jurisdictions in which NV5 operates, an increasing number of laws, regulations, and industry standards govern data privacy and security. For example, the European Union's General Data Protection Regulation ("EU GDPR"), the United Kingdom’s GDPR, and Brazil’s General Data Protection Law (Lei Geral de Proteção de Dados Pessoais, or “LGPD”) (Law No. 13,709/2018) impose strict requirements for processing personal data. For example, the EU GDPR extends the scope of the European Union data protection laws to all companies processing data of European Union residents, regardless of the company's location.

In the ordinary course of business, NV5 may transfer personal data from Europe and other jurisdictions to the United States or other countries. Europe and other jurisdictions have enacted laws requiring data to be localized or limiting the transfer of personal data to other countries. In particular, the European Economic Area (“EEA”) and the United Kingdom (“UK”) have significantly restricted the transfer of personal data to the United States and other countries whose privacy laws it generally believes are inadequate. Other jurisdictions may adopt similarly stringent interpretations of their data localization and cross border data transfer laws.

Although there are currently various mechanisms that may be used to transfer personal data from the EEA and UK to the United States in compliance with law, such as the EEA and UK’s standard contractual clauses, the UK’s International Data Transfer Agreement / Addendum, and the EU-U.S. Data Privacy Framework (which allows for transfers for relevant U.S.-based organizations who self-certify compliance and participate in the Framework), these mechanisms are subject to legal challenges, and there is no assurance that NV5 can satisfy or rely on these measures to lawfully transfer personal data to the United States. If there is no lawful manner for NV5 to transfer personal data from the EEA, the UK, or other jurisdictions to the United States, or if the requirements for a legally-compliant transfer are too onerous, NV5 could face significant adverse consequences, including the interruption or degradation of its operations, the need to relocate part of or all of its business or data processing activities to other jurisdictions at significant expense, increased exposure to regulatory actions, substantial fines and penalties, the inability to transfer data and work with partners, vendors and other third parties, and injunctions against NV5’s processing or transferring of personal data necessary to operate its business. Additionally, companies that transfer personal data out of the EEA and UK to other jurisdictions, particularly to the United States, are subject to increased scrutiny from regulators, individual litigants, and activist groups.

Risks Related to the NV5 Merger

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 completed mergers. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Acuren’s and NV5’s respective liquidity and financial condition.

There can be no assurance that any of the defendants will be successful in the outcome of any pending or any potential future lawsuits. The defense or settlement of any lawsuit or claim may adversely affect Acuren’s or NV5’s business, financial condition, results of operations and cash flows.

Acuren may be unable to integrate the business of NV5 successfully or realize the anticipated benefits of the merger.

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;

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.

The market price of Acuren’s common stock may experience volatility as a result of the merger.

The market price of Acuren’s commons stock experience volatility as a result of the merger if, among other things, it is unable to achieve the expected benefits and synergies of the merger, or as a result of the transaction costs related to the merger. The market price of Acuren’s commons 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. These sales (or the perception that these sales may occur), coupled with the increase in the outstanding number of shares of common stock, may affect the market for, and the market price of, the shares of common stock in an adverse manner.

Acuren’s indebtedness increased upon completion of the merger and may have the effect of heightening other risks of the combined company.

As of June 30, 2025, Acuren had approximately $769.2 million of indebtedness outstanding under its Credit Facility (as defined below) and had finance lease obligations outstanding of $32.0 million. In connection with the execution of the closing of the merger, Acuren amended its Credit Facility to: (i) include new fungible term loans in an aggregate principal amount of $875.0 million, and (ii) increase the aggregate amount of the senior secured revolving credit facility from $75.0 million to $125.0 million.

Acuren’s increased indebtedness could have important consequences to holders of Acuren’s 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 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 NV5, 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.

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. 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 loses the benefits of the contracts of Acuren or NV5, the combined company’s business and financial performance could suffer.