UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

January 31, 2025

Date of Report (date of earliest event reported)

Acuren Corporation

(Exact name of registrant as specified in its charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On January 31, 2025, Acuren Corporation (the “Company”) entered into the First Amendment to Credit Agreement, by and among Acuren Delaware Holdco, Inc. (the “Initial Borrower”), a wholly-owned subsidiary of the Company, Acuren Holdings, Inc. (“Holdings” and together with the Initial Borrower, the “Borrowers”), a wholly-owned subsidiary of the Company, the lenders and other persons party thereto, and Jefferies Finance LLC, as administrative agent (the “Administrative Agent”) and collateral agent for the lenders (the “Amendment”), which amended the Credit Agreement dated as of July 30, 2024, among the Borrowers, the Company, the lenders and other persons party thereto, and the Administrative Agent (as amended, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined, have the meanings set forth in the Credit Agreement, as amended by the Amendment.

The Amendment amended the Credit Agreement to reduce the stated rate of interest of the Amendment No. 1 Term Loans and reflect other related amendments. The Amendment No. 1 Term Loans now bear interest, at the Borrower’s election, at either Term SOFR plus 2.75% per annum or the Base Rate plus 1.75% per annum. Principal payments on the Amendment No. 1 Term Loans, as amended, will commence on March 31, 2025, and will be made in quarterly installments on the last day of each fiscal quarter in an amount equal to 0.25% of the initial aggregate principal amount of the Amendment No. 1 Term Loans.

All other material terms of the Credit Agreement, as amended, remained unchanged.

Relationships

The Company and certain of its affiliates have previously entered into commercial financial arrangements with certain of the lenders, and/or their respective affiliates, and each of these entities and/or their affiliates has in the past provided financial, advisory, investment banking and other services to the Company and its affiliates, including serving (1) as a book runner and/or global coordinator for the Company’s initial public offering in the United Kingdom, (2) as a lender and/or in other related capacities in connection with the Credit Agreement and the various term loans and revolving credit facility under the Credit Agreement, (3) as financial advisor and capital markets advisor in connection with the Company’s acquisition of Holdings, and (4) as lead placement agent in connection with the Company’s private placement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.