SCHEDULE 13D: Major Investor Sir Martin E. Franklin Discloses 16.4% Stake in Acuren Corp via Mariposa Acquisition IX, LLC

Sentiment:

Beneficial Ownership Disclosure 14 February 2025 10:00 PM

Sir Martin E. Franklin and Mariposa Acquisition IX, LLC have disclosed a beneficial ownership of 16.4% of Acuren Corp's Common Stock, signaling a significant investment position and potential future engagement with the company.

Capital raiseMariposa purchased 8,950,000 ordinary shares for an aggregate purchase price of $89,500,000 from Acuren Corp during its initial public offering in May 2023.Mariposa purchased 999,999 founder preferred shares for an aggregate purchase price of $10,500,000 from Acuren Corp during its initial public offering in May 2023.Mariposa purchased an aggregate of 7,440,000 ordinary shares at a purchase price of $10.00 per ordinary share from Acuren Corp on July 30, 2024.

Summary

The filing is a Schedule 13D by Sir Martin E. Franklin and Mariposa Acquisition IX, LLC (the "Reporting Persons") regarding their beneficial ownership in Acuren Corp.
The Reporting Persons collectively beneficially own 19,877,500 shares of Acuren Corp's Common Stock (and shares convertible within 60 days), representing 16.4% of the outstanding class.
This aggregate amount includes 18,877,500 shares of Common Stock and 1,000,000 shares of Series A Preferred Stock held by Mariposa, which are convertible on a one-for-one basis into Common Stock.
Mariposa's initial investment in May 2023 during Acuren Corp's IPO included 8,950,000 ordinary shares for $89,500,000 and 999,999 founder preferred shares for $10,500,000, both issued with warrants.
On July 30, 2024, Mariposa exercised all 9,950,000 warrants at a reduced exercise price of $10.00 per share, acquiring 2,487,500 ordinary shares.
Also on July 30, 2024, Mariposa purchased an additional 7,440,000 ordinary shares at $10.00 per share.
Due to a change in Acuren Corp's jurisdiction from BVI to Delaware on December 16, 2024, Mariposa's ordinary shares converted to Common Stock and founder preferred shares converted to Series A Preferred Stock.
Sir Martin E. Franklin has been a director of Acuren Corp since its inception in December 2022.
The Reporting Persons intend to regularly review their investment and may acquire more shares, dispose of shares, or engage in hedging activities.
They also plan to engage in discussions with Acuren Corp's management, Board, and other stockholders regarding the company's business, operations, capital structure, strategic plans, investor relations, and future.

Sentiment

Score: 7

Explanation: The filing indicates a significant and continued investment by a prominent investor, Sir Martin E. Franklin, suggesting confidence in Acuren Corp. While it outlines potential future actions including divestment, the current disclosure reflects a strong commitment and strategic interest.

Positives

The disclosure of a significant 16.4% stake by a prominent investor, Sir Martin E. Franklin, indicates strong confidence in Acuren Corp's future.
Mariposa's exercise of warrants and additional share purchases demonstrate a continued and deepening investment commitment.
Sir Martin E. Franklin's long-standing role as a director since the company's inception suggests a strategic and long-term alignment with Acuren Corp's interests.

Risks

The Reporting Persons explicitly reserve the right to acquire additional securities or dispose of all or a portion of their holdings, which could impact the stock price.
They may enter into privately negotiated derivative transactions to hedge market risk, potentially affecting market dynamics.
Future actions by the Reporting Persons could involve changes to the Issuer's business, operations, capital structure, or strategic plans, introducing uncertainty.
Mariposa is subject to a lock-up agreement under the Placing Agreement, restricting the sale of securities without placing banks' consent until July 30, 2025.
Mariposa is also subject to an Insider Letter, restricting the sale of Series A Preferred Stock without the Issuer's consent for five years from May 17, 2023, ending July 30, 2029.

Future Outlook

The Reporting Persons intend to continuously review their investment in Acuren Corp and may, at their discretion, acquire additional securities, dispose of existing holdings, or engage in hedging strategies. They also plan to actively engage with Acuren Corp's management and Board, as well as other stockholders, to discuss various aspects of the company, including its business, operations, capital structure, strategic plans, investor relations, and overall future direction.

Management Comments

"The Reporting Persons intend to review their investment on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (a) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (b) to dispose of all or a portion of the securities of the Issuer owned by it in the open market, in privately negotiated transactions or otherwise, (c) to enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of its positions in the securities of the Issuer or (d) to take any other available course of action."
"As part of its periodic evaluation of its investment in the Issuer, the Reporting Persons intend to engage in discussions with the Issuer's management and Board, other stockholders of the Issuer and other interested parties that may relate to, without limitation, the business, operations, capital structure, strategic plans, Issuer's investor relations and the future of the Issuer."

Industry Context

This Schedule 13D filing primarily details a significant ownership stake by a key investor group in Acuren Corp. While it doesn't provide broad industry trends or competitive analysis, the substantial and continued investment by Sir Martin E. Franklin, a seasoned investor, suggests a positive outlook on Acuren Corp's position within its specific industry.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Jurisdiction Change	Acuren Corp changed its jurisdiction of incorporation from the British Virgin Islands (BVI) to Delaware on December 16, 2024.	December 16, 2024	This change resulted in the automatic conversion of existing ordinary shares to Common Stock and founder preferred shares to Series A Preferred Stock, aligning the company's corporate structure with U.S. standards.
Share Class Conversion	As a result of the jurisdiction change, ordinary shares held by Mariposa automatically converted to Common Stock, and founder preferred shares converted to Series A Preferred Stock.	December 16, 2024	This conversion impacts the classification and terms of the shares held by Mariposa, particularly the Series A Preferred Stock which carries specific dividend rights and conversion conditions.
Preferred Stock Terms	The Series A Preferred Stock has specific dividend rights, including a dividend equal to 20% of the appreciation of the Common Stock market price above the IPO price ($10.00), participation in Common Stock dividends, and a one-time dividend upon a Change of Control.	May 17, 2023 (terms established)	These terms provide specific financial benefits to the holder of Series A Preferred Stock (Mariposa) based on the company's stock performance and corporate events, potentially influencing capital allocation and shareholder returns.
Preferred Stock Conversion	Each share of Series A Preferred Stock is convertible into one share of Common Stock at the option of the holder and will automatically convert by December 31, 2034, or earlier upon a Change of Control Dividend Date.	May 17, 2023 (terms established)	This provides flexibility for Mariposa to convert its preferred shares and ensures eventual conversion, impacting the total outstanding Common Stock count over time.

Related Party Transactions

Mariposa Acquisition IX, LLC is a private investment vehicle of Sir Martin E. Franklin, who is also a director of Acuren Corp, making transactions between Mariposa and Acuren Corp related-party dealings.
Mariposa's initial purchase of 8,950,000 ordinary shares and 999,999 founder preferred shares from Acuren Corp during the May 2023 IPO constitutes a related-party transaction.
Mariposa's exercise of warrants and subsequent purchase of 7,440,000 ordinary shares on July 30, 2024, are also related-party transactions.
Sir Martin E. Franklin, as a director and founder, is a party to the Placing Agreement and Founder Insider Letter with the Issuer, which govern certain aspects of share holdings and sales.

Stakeholder Impact

**Shareholders**: The disclosure of a significant 16.4% stake by a prominent investor like Sir Martin E. Franklin may instill confidence and potentially lead to positive stock price movement. However, the stated intent of the Reporting Persons to potentially acquire or dispose of shares introduces future price volatility.
**Management and Board**: The Reporting Persons' stated intention to engage in discussions regarding the company's business, operations, capital structure, and strategic plans indicates potential influence on corporate direction and decision-making.
**Creditors**: While not directly impacted by this ownership disclosure, any future changes in capital structure or strategic direction resulting from the Reporting Persons' influence could indirectly affect the company's financial health and ability to meet obligations.
**Employees**: No direct impact is mentioned, but long-term strategic shifts influenced by major shareholders could indirectly affect employment stability or opportunities.

Next Steps

The Reporting Persons will regularly review their investment in Acuren Corp.
The Reporting Persons may acquire additional securities of Acuren Corp through various means.
The Reporting Persons may dispose of all or a portion of their securities in Acuren Corp.
The Reporting Persons may enter into privately negotiated derivative transactions to hedge market risk.
The Reporting Persons intend to engage in discussions with Acuren Corp's management, Board, and other stockholders regarding the company's business, operations, capital structure, strategic plans, investor relations, and future.
The Series A Preferred Stock will automatically convert into Common Stock upon the earlier of a Change of Control Dividend Date or December 31, 2034.

Key Dates

Date	Description
December 2022	Sir Martin E. Franklin became a director of Acuren Corp.
May 2023	Acuren Corp's initial public offering (IPO).
May 17, 2023	Placing Agreement and Founder Insider Letter signed between Issuer, directors/founders, Mariposa, and placing banks.
July 30, 2024	Mariposa exercised all 9,950,000 Issuer warrants and purchased an additional 7,440,000 ordinary shares.
December 16, 2024	Change of Acuren Corp's jurisdiction from BVI to Delaware, resulting in automatic conversion of ordinary shares to Common Stock and founder preferred shares to Series A Preferred Stock.
February 14, 2025	Date of event requiring the filing of this Schedule 13D and signature date for the Joint Filing Agreement.
July 30, 2025	End of the lock-up period for general securities under the Placing Agreement, subject to certain exceptions.
July 30, 2029	End of the lock-up period for Series A Preferred Stock under the Founder Insider Letter, subject to certain exceptions.
December 31, 2034	Automatic conversion date for Series A Preferred Stock into Common Stock, if not converted earlier.

Recommendation

hold

Keywords

Acuren Corp, Schedule 13D, Sir Martin E. Franklin, Mariposa Acquisition IX, LLC, Beneficial Ownership, Common Stock, Series A Preferred Stock, Investment, SEC Filing, Shareholder, Corporate Governance, Private Investment

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