ThZeal - The Zeal

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Franklin Robert A.E.

(Last)

(First)

(Middle)

C/O ACUREN CORPORATION

14434 MEDICAL COMPLEX DRIVE, SUITE 100

(Street)

TOMBALL

TX

77377

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2025

3. Issuer Name and Ticker or Trading Symbol
ACUREN CORP [ TIC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	997,150⁽¹⁾	I	By Mariposa Acquisition IX, LLC⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	185,000⁽¹⁾	⁽²⁾	I	By Mariposa Acquisition IX, LLC⁽¹⁾

Explanation of Responses:

1. Mariposa Acquisition IX, LLC directly holds (i) 18,877,500 shares of Common Stock and (ii) 1,000,000 shares of Series A Preferred Stock convertible into shares of Common Stock for no additional consideration as set forth below. RAEF Family Trust, of which Mr. Franklin is a trustee and beneficiary, holds a limited liability company interest in Mariposa Acquisition IX, LLC and, as a result, may be deemed to have a pecuniary interest in approximately (i) 997,150 shares of Common Stock and (ii) 185,000 shares of Common Stock issuable upon conversion of the Series A Preferred Stock held by Mariposa Acquisition IX, LLC. Mr. Franklin disclaims beneficial ownership of the shares of Common Stock and Series A Preferred Stock held directly by Mariposa Acquisition IX, LLC except to the extent of his pecuniary interest therein. Mr. Franklin does not have beneficial ownership over the shares of Common Stock and Series A Preferred Stock held directly by Mariposa Acquisition IX, LLC.

2. The Series A Preferred Stock is convertible at any time at the election of the holder, on a one-for-one basis, into shares of Common Stock for no additional consideration. The Series A Preferred Stock shall automatically convert into Common Stock upon the earlier of (i) immediately following the "change of control dividend date" (as defined in the Issuer's certificate of incorporation) and (ii) December 31, 2034.

Remarks:

See Exhibit 24.1 - Power of Attorney

	/s/ Fiona Sutherland, Attorney-in-Fact	02/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.