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* LILLIE JAMES 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	1,746,169(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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	(2)	Common Stock	10,000	(3)	D
Series A Preferred Stock	(4)	(4)	Common Stock	92,500(1)	(4)	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. Mr. Lillie 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) 1,746,169 shares of Common Stock and (ii) 92,500 shares of Common Stock issuable upon conversion of the Series A Preferred Stock held by Mariposa Acquisition IX, LLC. Mr. Lillie 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. Lillie does not have beneficial ownership over the shares of Common Stock and Series A Preferred Stock held directly by Mariposa Acquisition IX, LLC.

2. These restricted stock units vest on July 30, 2025 (the one-year anniversary of the grant date).

3. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.

4. 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).
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