Stockholders’ Equity

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

Stockholders’ Equity

STOCKHOLDERS’ EQUITY

Successor Period

On December 16, 2024, the Company changed its jurisdiction of incorporation from the British Virgin Islands (“BVI”) to the State of Delaware (the “Domestication”). The business, assets and liabilities of the Company and its subsidiaries were the same immediately after the Domestication as they were immediately prior to the Domestication. As a result of the Domestication, the Company’s ordinary shares and Founder Preferred Shares were converted on a one-to-one basis into shares of common stock and Series A Preferred Stock, respectively, and each holder of a warrant, option or restricted stock unit of the BVI company became a holder of a warrant, option or restricted stock unit of the Delaware company. The number of shares outstanding did not change as a result of the Domestication, and the proportional equity interest of each shareholder remained the same. Shares referred to as ordinary shares and Founder Preferred Shares prior to the Domestication are referred to as common shares and Series A Preferred Shares (“Preferred Shares”), respectively, throughout these consolidated financial statements.

The Company has authorized shares consisting of two classes: 500,000,000 shares of common stock, $0.0001 par value per share, and 5,000,000 shares of preferred stock, $0.0001 par value per share, of which 1,000,000 shares are designated as “Series A Preferred Stock” (the “Series A Preferred Stock”). As of December 31, 2025, the Company had 220,485,045 Common stock and 1,000,000 Series A Preferred Stock issued and outstanding.

Series A Preferred Stock

The Company has 1,000,000 shares of Series A Preferred Stock issued and outstanding as of December 31, 2025. Shares of the Series A Preferred Stock are not mandatorily redeemable and do not embody an unconditional obligation to settle in a variable number of equity shares and are not unconditionally redeemable or conditionally puttable by the holder for cash. As such, shares of Series A Preferred Stock are classified as permanent equity in the accompanying consolidated balance sheets.

The holder of the Series A Preferred Stock are entitled to receive an annual dividend in the form of shares of common stock once the Average Price (as defined in our certificate of incorporation) of the common stock is at least $11.50 per share for any 10 consecutive trading days (the “Annual Dividend Amount”), with such condition having been satisfied during the year ended December 31, 2025.

The Annual Dividend Amount for the first Dividend Period (the year ended December 31, 2025) was equal to 20 percent of the increase in the volume-weighted average market price per share of the Company’s common stock for the last 10 trading days of the calendar year (the “Dividend Price”) over $10.00 per share multiplied by 121,476,215 shares. In subsequent years, the Annual Dividend Amount will be calculated based on the appreciated Dividend Price compared to the highest Dividend Price previously used in calculating the Annual Dividend Amount.

As of December 31, 2025, the Dividend Price was $10.28. The annual dividend was declared as of December 31, 2025, and the Company issued 668,347 shares of our common stock to the holder of the Series A Preferred Stock in January 2026.

Upon the liquidation of the Company, an Annual Dividend Amount shall be payable for the shortened Dividend Period and the holder of the Series A Preferred Stock shall have the right to a pro rata share (together with holder of the common stock) in the distribution of the surplus assets of the Company. In the event of a Change of Control, the holder of the Series A Preferred Stock will be entitled to receive, in the aggregate, a one-time dividend equal to the Change of Control Dividend Amount (as defined in our certificate of incorporation).

Holder of the Series A Preferred Stock will participate in any dividends on the common stock on an as converted basis. In addition, if the Company pays a dividend on its common stock, holder of the Series A Preferred Stock will also receive an amount equal to 20 percent of the dividend which would be distributable on 121,476,215 shares of common stock as of December 31, 2025. All such dividends on the Series A Preferred Stock will be paid at the same time as the dividends on the common stock.

Shares of Series A Preferred Stock will be automatically converted into shares of common stock on a one-for-one basis on December 31, 2034 (the “Conversion”). At the option of the holder, each share of Series A Preferred Stock is convertible into one share of common stock until the Conversion. The holder of the Series A Preferred Stock is entitled to one vote per share on all matters submitted to a vote of stockholders of the Company, voting together with the holders of common stock as a single class. The Company followed ASC 718, Compensation — Stock Compensation, to account for the issuance of the Series A Preferred Stock.

Warrants

Pre-Funded Warrant

On October 5, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the investor named therein (the “Investor”), for the private placement (the “Private Placement”), of (i) 17,708,333 shares of the Company’s common stock, par value $0.0001 per share, at $12.00 per share and (ii) a pre-funded warrant (the “Pre-Funded Warrant”) to purchase 3,125,000 shares of common stock, at $11.9999 per share. The aggregate gross proceeds of the Private Placement were approximately $250.0 million, before deducting placement agent fees and other expenses. The Private Placement closed on October 7, 2025.

The Pre-Funded Warrant has an exercise price of $0.0001 per share of common stock, is immediately exercisable and will remain exercisable until exercised in full. The Pre-Funded Warrant is exercisable in cash or by means of a cashless exercise. The Investor may not exercise the Pre-Funded Warrant if the Investor, together with its affiliates, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise; provided, however, that a holder may increase or decrease such percentage by giving 61 days’ notice to the Company, but not to any percentage in excess of 19.99%.

The Pre-Funded Warrant was classified as a component of permanent stockholders’ equity within additional paid-in capital and was recorded at the issuance date using a relative fair value allocation method.

The Pre-Funded Warrant is equity classified because it (i) is a freestanding financial instrument that is legally detachable and separately exercisable from the equity instrument, (ii) is immediately exercisable, (iii) does not embody an obligation for the Company to repurchase its shares, (iv) permits the holders to receive a fixed number of shares of common stock upon exercise, (v) is indexed to the Company’s common stock and (vi) meets the equity classification criteria. The Company valued the Pre-Funded Warrant at issuance, concluding that its sales price approximated its fair value, and allocated net proceeds from the Private Placement proportionately to the Company's common stock and Pre-Funded Warrant.

Public Warrants

In May 2023, in connection with the Company’s initial IPO, the Company issued 54,975,000 Public Warrants to the purchasers of both common shares and Series A Preferred Stock (including the 25,000 Public Warrants that were issued to then independent non-founder directors in connection with their fees). Each Public Warrant is exercisable until three years after the Acuren Acquisition. The Public Warrants are exercisable in multiples of four-for-one shares of common stock at an exercise price of $11.50 per whole share of common stock.

The Public Warrants are mandatorily redeemable by the Company at a price of $0.01 should the average market price per share of the common stock exceed $18.00 for 10 consecutive trading days (subject to any prior adjustment in accordance with the terms of the Public Warrants). The Public Warrants expire worthless three years after the Acuren Acquisition, if not exercised or redeemed. Public Warrants issued with common stock were determined to be equity classified in accordance with ASC 815, Derivatives and Hedging, and ASC 480, Distinguishing Liabilities from Equity. During the year ended December 31, 2025, 3,312,016 Public Warrants were exercised for 828,004 shares of common stock. As of December 31, 2025, the Company had 14,952,860 Public Warrants outstanding for approximately 3,738,215 shares of common stock. As of March 6, 2026, the Company had 14,952,860 Public Warrants outstanding for approximately 3,738,215 shares of common stock.

2024 Capital Raise

Concurrently with the close of the Acuren Acquisition on July 30, 2024, the Company raised cash proceeds of $666.6 million, net of issuance cost of $3.7 million, from the issuance of 58,259,984 shares of Common Stock at $10.00 per share (the “PIPE Financing”) and early exercise of 36,710,124 Public Warrants at $10.00 per share of Common Stock (the “Warrant Financing”). Additionally, the Company issued $4.0 million of Common Stock as purchase consideration in conjunction with the Acuren Acquisition.

In connection with the Warrant Financing, the Company modified certain Public Warrants in May 2024. The modified Public Warrants were not considered to be indexed to the Company’s own stock and therefore, accounted for as a derivative. The modified Public Warrants were initially and subsequently remeasured at their fair value until they were exercised and settled at the close of the Acuren Acquisition through the Warrant Financing. A cumulative loss of $3.5 million related to the change in the fair value of the modified Public Warrants from the initial recognition on May 22, 2024 through the final settlement on July 30, 2024 was included in the accumulated deficit of the Successor as of July 30, 2024.

In connection with the PIPE Financing, the Company received commitments from a limited group of institutional shareholders which were accounted for as contingent forward contracts, initially and subsequently recognized at their fair value until they were settled through the issuance of the related common stock at the close of the Acuren Acquisition. A cumulative loss of $15.6 million related to the change in the fair value of the contingent forward contracts from the initial recognition on May 22, 2024 through the final settlement on July 30, 2024 was included in the accumulated deficit of the Successor as of July 30, 2024.