|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
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 (786) 482-6333 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/07/2025 (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.
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 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC 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)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,877,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.86 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
1. The percentage of Common Stock beneficially owned by the Reporting Person is based on 200,598,758 shares of Common Stock and 1,000,000 shares of Series A Preferred Stock outstanding as of August 6, 2025, following the completion of the transactions contemplated by the Merger Agreement.
SCHEDULE 13D
|
| CUSIP No. | 00510N102 |
| 1 |
Name of reporting person
Mariposa Acquisition IX, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC 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)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,877,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.86 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
2. The percentage of Common Stock beneficially owned by the Reporting Person is based on 200,598,758 shares of Common Stock and 1,000,000 shares of Series A Preferred Stock outstanding as of August 6, 2025, following the completion of the transactions contemplated by the Merger Agreement.
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. 2 ("Amendment No. 2") amends and supplements the Schedule 13D, originally filed with the Securities and Exchange Commission on February 14, 2025 and amended on May 16, 2025 (as amended, the "Statement"), relating to the common stock, par value $0.0001 per share (the "Common Stock"), of Acuren Corporation (the "Issuer"), a Delaware corporation. Except as specifically provided herein, this Amendment No. 2 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. 2 shall have the same meanings herein as are ascribed to such terms in the Statement. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Statement is supplemented as follows:
On August 4, 2025, the Issuer completed the transactions contemplated by the Merger Agreement. Solely as a result of the issuance of shares of Common Stock by the Issuer in connection with the transactions contemplated by the Merger Agreement and the resulting increase in the number of shares of Common Stock outstanding, the Reporting Persons' percentage ownership in the Common Stock decreased. On August 7, 2025, the Issuer notified the Reporting Persons of the number of shares of Common Stock outstanding following the Merger.
Pursuant to the terms of the Voting Agreement, the Voting Agreement automatically terminated upon receipt of the approval of the Acuren Stock Issuance at the Annual Meeting of Stockholders of the Issuer on July 31, 2025. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth on the cover pages of this Schedule 13D/A is hereby incorporated by reference into this Item 5. | |
| (b) | The information set forth on the cover pages of this Schedule 13D/A is hereby incorporated by reference into this Item 5. | |
| (c) | The information set forth in Item 4 of this Statement is incorporated by reference herein. | |
| (d) | Except as otherwise described herein, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock of the Issuer reported by this Statement. | |
| (e) | Not applicable | |
| 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 (incorporated by reference to Exhibit A to the Schedule 13D/A filed on May 16, 2025, by the Reporting Persons with the SEC).
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 (incorporated by reference to Exhibit 10.17 to the Issuer's Registration Statement on Form S-4, as amended (File No. 333-287888)). | ||
| 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.
|
|
|
|
|