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    Amendment: SEC Form SCHEDULE 13D/A filed by Acuren Corporation

    5/16/25 4:05:11 PM ET
    $TIC
    Get the next $TIC alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 1)


    Acuren Corp

    (Name of Issuer)


    Common Stock, par value $0.0001 per share

    (Title of Class of Securities)


    00510N102

    (CUSIP Number)


    Mariposa Acquisition IX, LLC
    c/o Mariposa Capital, LLC, 500 South Pointe Drive, Suite 240
    Miami Beach, FL, 33139
    7864826333

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
    05/14/2025

    (Date of Event Which Requires Filing of This Statement)


    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






    SCHEDULE 13D

    CUSIP No.
    00510N102


    1 Name of reporting person

    Sir Martin E. Franklin
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    OO
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED KINGDOM
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    19,877,500.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    19,877,500.00
    11Aggregate amount beneficially owned by each reporting person

    19,877,500.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    16.4 %
    14Type of Reporting Person (See Instructions)

    IN



    SCHEDULE 13D

    CUSIP No.
    00510N102


    1 Name of reporting person

    Mariposa Acquisition IX, LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    OO
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    19,877,500.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    19,877,500.00
    11Aggregate amount beneficially owned by each reporting person

    19,877,500.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    16.4 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    Item 1.Security and Issuer
    (a)Title of Class of Securities:

    Common Stock, par value $0.0001 per share
    (b)Name of Issuer:

    Acuren Corp
    (c)Address of Issuer's Principal Executive Offices:

    14434 Medical Complex Drive, #100, Tomball, TEXAS , 77377.
    Item 1 Comment:
    This Amendment No. 1 ("Amendment No. 1") amends and supplements the Schedule 13D, originally filed with the Securities and Exchange Commission on February 14, 2025 (as amended, the "Statement"), relating to the common stock, par value $0.01 per share (the "Common Stock"), of Acuren Corporation (the "Issuer"), a Delaware corporation. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Statement. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings herein as are ascribed to such terms in the Statement.
    Item 3.Source and Amount of Funds or Other Consideration
     
    Item 3 is supplemented as follows: The Reporting Persons did not expend any funds in connection with the execution of the Voting Agreement (as defined below). The Voting Agreement is described in more detail in Item 4 below.
    Item 4.Purpose of Transaction
     
    Item 4 of the Statement is supplemented as follows: Merger Agreement On May 14, 2025, the Issuer entered into an Agreement and Plan of Merger by and among the Issuer, NV5 Global, Inc., a Delaware corporation ("NV5"), Ryder Merger Sub I, Inc., a Delaware corporation ("Merger Sub I"), and Ryder Merger Sub II, Inc., a Delaware Corporation ("Merger Sub II") (the "Merger Agreement") pursuant to which the Issuer will acquire all of the issued and outstanding shares of common stock of NV5 (other than shares held by any of the Issuer, Merger Sub I, Merger Sub II, NV5 or their affiliates and shares of NV5 subject to appraisal demands in accordance with applicable Delaware law) for $10.00 in cash, without interest, and a number of shares of Common Stock equal to the Exchange Ratio (as defined in the Merger Agreement) for each share of common stock of NV5. Voting Agreement In connection with the execution of the Merger Agreement, on May 14, 2025, Mariposa entered into a voting support agreement (the "Voting Agreement") with NV5, under which Mariposa agreed, among other things, to vote, or cause to be voted, all of the shares of the Issuer's Common Stock beneficially owned by it in favor of the adoption of the Merger Agreement and/or against the approval or adoption of any alternative acquisition proposal by the Issuer. The Voting Agreement also contains restrictions on the transfer of shares of the Issuer's Common Stock held by Mariposa. In addition, the Voting Agreement will automatically terminate, without notice or action by any parties, upon the earlier of the (i) receipt of approval of the Acuren Stock Issuance (as defined in the Merger Agreement), (ii) termination of the Merger Agreement in accordance with its terms, and (iii) as mutually agreed by NV5 and Mariposa. The foregoing description of the Voting Agreement is qualified by reference to the Voting Agreement, a copy of which is attached hereto as Exhibit E and is incorporated by reference into this Item 4.
    Item 5.Interest in Securities of the Issuer
    (c)
    Item 5 is supplemented as follows: Except for the Voting Agreement described in Item 4 above, no transactions in the Common Stock were effected.
    Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
     
    Item 6 is hereby amended and supplemented by the information set forth above in Item 4 which is incorporated herein by reference.
    Item 7.Material to be Filed as Exhibits.
     
    Exhibit A -- Joint Filing Agreement among the Reporting Persons, dated February 14, 2025. Exhibit B -- Placing Agreement, dated May 17, 2023, by and between the Issuer, certain of its directors and founders, Mariposa, Jefferies International Limited, Jefferies GmbH and UBS AG London Branch (incorporated by reference to Exhibit 10.8 to the Issuer's Registration Statement on Form S-4, as amended (File No. 333-282976)). Exhibit C -- Founder Insider Letter, dated May 17, 2023, by and between the Issuer, its founders and Mariposa (incorporated by reference to Exhibit 10.10 to the Issuer's Registration Statement on Form S-4, as amended (File No. 333-282976)). Exhibit D -- Certificate of Incorporation of the Issuer (incorporated by reference to Exhibit 3.1 to the Issuer's Post-Effective Amendment No. 1 to Registration Statement on Form S-4, as amended (File No. 333-282976), filed with the SEC on December 16, 2024, which contains the terms of the Series A Preferred Stock). Exhibit E -- Voting Support Agreement, by and among NV5 Global, Inc. and Mariposa Acquisition IX, LLC, dated May 14, 2025.

        SIGNATURE 
     
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     
    Sir Martin E. Franklin
     
    Signature:/s/ Sir Martin E. Franklin
    Name/Title:Sir Martin E. Franklin
    Date:05/16/2025
     
    Mariposa Acquisition IX, LLC
     
    Signature:/s/ Sir Martin E. Franklin
    Name/Title:Sir Martin E. Franklin, its Manager
    Date:05/16/2025
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