TIC on NYSE

TIC Solutions, Inc.

In its 2026 annual report the company says: “We are a leading provider of tech-enabled Testing, Inspection, Certification and Compliance (TICC), engineering, and geospatial services. Our services are often non-discretionary and are driven by regulatory requirements, customer risk management policies, and the need to extend the useful life of critical assets. We operate primarily in North America and serve both private and public-sector clients.”5 It is headquartered in Hollywood, United States.2

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Last updated Oct 21, 2026.

Overview

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  • TickerTIC on NYSE2
  • IndustryServices-Business Services, NEC2
  • HeadquartersHollywood, United States2
  • Incorporated inDE3
  • Business address2700 Post Oak Blvd., Suite 2300, Houston, Tx 770563
  • Filer categoryAccelerated filer3
  • Legal formCorporation2
  • LEI213800ZDFRNC8QXEZ4812
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressC/O CORPORATION SERVICE COMPANY, 19808 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 37787392

We are a leading provider of tech-enabled Testing, Inspection, Certification and Compliance (TICC), engineering, and geospatial services. We provide mission-critical services that are essential to the safety, reliability, and efficiency of industrial assets, buildings, and public infrastructure. Our services are often non-discretionary and are driven by regulatory requirements, customer risk management policies, and the need to extend the useful life of critical assets. We operate primarily in North America and serve both private and public-sector clients. Our private-sector clients span industrial, infrastructure, construction, and commercial real estate end markets. Our public-sector clients include federal, state, and municipal agencies, public utilities, transportation authorities, and environmental regulators. Within industrial markets, our services address energy processing and ref…5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

29.4%Gross margin6
-1.1%Operating margin6
-5.7%Net margin6
-4.0%Return on equity6
0.73×Debt to equity6
$61.3MFree cash flow6

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Business segments

Inspection and Mitigation brought in 72% of the revenue TIC Solutions, Inc. broke down this way in fiscal 2025.

  1. Inspection and Mitigation$1.1B672%
  2. Consulting Engineering$300.1M620%
  3. Geospatial$131.3M69%
Business segments by year
Business segments20232025
Inspection and Mitigation$1.1B$1.1B
Consulting Engineering$0$300.1M
Geospatial$0$131.3M

Regions

United States brought in 64% of the revenue TIC Solutions, Inc. broke down this way in fiscal 2025.

  1. United States$984.0M664%
  2. CA [member]$488.1M632%
  3. Other Foreign Countries$58.1M64%
Regions by year
Regions2025
United States$984.0M
CA [member]$488.1M
Other Foreign Countries$58.1M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue71¢$1.1B
  • Selling, general and admin29¢$440.8M
  • Income tax1¢$11.1M

Out of $1.5B in revenue.6 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending36¢$33.8M
  • Kept or used elsewhere64¢$61.3M

Out of $95.0M of cash from operations.6

Financial statements

Revenue6$1.5B in 2025+46% since 2023
0$500.0M$1.0B$1.5B$2.0B2023: $1.1B$1.1B20232025: $1.5B$1.5B2025+46%
Gross profit6$449.4M in 2025+88% since 2023
0$200.0M$400.0M$600.0M2023: $239.5M$239.5M20232025: $449.4M$449.4M2025+88%

Every line of the income statement as filed: the last 2 fiscal years, latest first.6

Period ending2025-12-312023-12-31
Revenue$1.5B$1.1B
Cost of revenue$1.1B$810.5M
Gross profit$449.4M$239.5M
Selling, general and administrative expenses$440.8M
Transaction costs$25.6M
Income (loss) from operations-$17.1M
Interest expense, net$87.6M
Loss on extinguishment of debt$0
Other income, net-$6.5M
Loss before income tax provision (benefit)-$98.2M
Provision (benefit) for income taxes-$11.1M
Net loss-$87.1M
Dividends-$6.8M
Undistributed Earnings (Loss) Allocated to Participating Securities, Basic$596.0K
Net loss allocated to common stockholders-$93.3M
Foreign currency translation adjustments$46.5M
Total other comprehensive income (loss)-$40.6M

Compare TIC Solutions, Inc. with another company

Corporate structure

TIC Solutions, Inc. sits at the top of its group. 86 entities, 15 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of TIC Solutions, Inc.

  • TIC Solutions, Inc. Hollywood, Florida, United States
    • 2471981 Alberta Ltd. Subsidiary · Alberta, Canada
    • A1 Asia Limited Subsidiary · Hong Kong
    • A1 International Limited Subsidiary · Hong Kong
    • Acuren Delaware Holdco, Inc. Subsidiary · Delaware, United States
    • Acuren Group Inc. Subsidiary · Alberta, Canada
    • Acuren Holdings, Inc. Subsidiary · Delaware, United States
    • Acuren Inc. Subsidiary · New Brunswick, Canada
    • Acuren Industrial Holdings Inc. Subsidiary · Alberta, Canada
    • Acuren Inspection, Inc. Subsidiary · Delaware, United States
    • Acuren Intermediate Holdings, Inc. Subsidiary · Delaware, United States
    • Acuren USA, Inc. Subsidiary · Delaware, United States
    • Acuren Wind Canada Inc. Subsidiary · Quebec, Canada
    • Aero-Metric Holdings Corp Subsidiary · Indiana, United States
    • Applied Inspection Ltd. Subsidiary · United Kingdom
    • Axim Geospatial, LLC Subsidiary · Delaware, United States
    • BakosNDT Ltd. Subsidiary · Alberta, Canada
    • Bock and Clark Corporation Subsidiary · Delaware, United States
    • Cambridge Materials Testing Ltd. Subsidiary · Ontario, Canada
    • Century Inspection, Inc. Subsidiary · Delaware, United States
    • Columbia Engineering and Services, Inc. Subsidiary · Delaware, United States
    • Construction & Turnaround Specialist, Inc. Subsidiary · Delaware, United States
    • Continental Mapping Acquisition Corp. Subsidiary · Delaware, United States
    • Dade Moeller and Associates, Inc. Subsidiary · North Carolina, United States
    • Echo NDE Inc. Subsidiary · Alberta, Canada
    • Echo NDE USA, Inc. Subsidiary · Delaware, United States
    • and 60 more

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What TIC Solutions, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$343.7M6 Dec 31, 2025$211.1M6 Dec 31, 2024+62.8%
Accumulated depreciation$88.1M6 Dec 31, 2025$21.9M6 Dec 31, 2024+302.0%
Property and equipment, net$255.6M6 Dec 31, 2025$189.2M6 Dec 31, 2024+35.1%
Finance-lease assets$38.5M6 Dec 31, 2025$28.5M6 Dec 31, 2024+34.9%
Operating-lease assets (leased space)$60.2M6 Dec 31, 2025$30.0M6 Dec 31, 2024+100.7%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$439.5M6 Dec 31, 2025$139.1M6 Dec 31, 2024+215.9%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$1.6B6 Dec 31, 2025$845.9M6 Dec 31, 2024+95.0%
Intangible assets, net (excluding goodwill)$1.4B6 Dec 31, 2025$740.7M6 Dec 31, 2024+87.9%
Finite-lived intangibles, gross$1.5B6 Dec 31, 2025$762.1M6 Dec 31, 2024+99.2%
Accumulated amortization$126.6M6 Dec 31, 2025$21.4M6 Dec 31, 2024+490.6%
Finite-lived intangibles, net$1.4B6 Dec 31, 2025$740.7M6 Dec 31, 2024+87.9%

Properties, in its own words

We lease our corporate headquarters in Hollywood, Florida, and we own and lease other facilities throughout the United States, Canada, Europe, Asia, and the Middle East where we conduct business. Our facilities include offices, warehouses, storage, maintenance shops, engineering labs and training and educational facilities. We believe that our existing facilities are sufficient for our current needs.

Item 2 of the 10-K filed Mar 12, 2026.5

Leadership

Who has led TIC Solutions, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (18)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • 2471981 Alberta Ltd. Alberta4
  • A1 Asia Limited Hong Kong4
  • A1 International Limited Hong Kong4
  • Acuren Delaware Holdco, Inc. Delaware4
  • Acuren Group Inc. Alberta4
  • Acuren Holdings, Inc. Delaware4
  • Acuren Inc. New Brunswick4
  • Acuren Industrial Holdings Inc. Alberta4
  • Acuren Inspection, Inc. Delaware4
  • Acuren Intermediate Holdings, Inc. Delaware4
  • Acuren USA, Inc. Delaware4
  • Acuren Wind Canada Inc. Quebec4
  • Aero-Metric Holdings Corp Indiana4
  • Applied Inspection Ltd. United Kingdom4
  • Axim Geospatial, LLC Delaware4
  • BakosNDT Ltd. Alberta4
  • Bock and Clark Corporation Delaware4
  • Cambridge Materials Testing Ltd. Ontario4
  • Century Inspection, Inc. Delaware4
  • Columbia Engineering and Services, Inc. Delaware4
  • Construction & Turnaround Specialist, Inc. Delaware4
  • Continental Mapping Acquisition Corp. Delaware4
  • Dade Moeller and Associates, Inc. North Carolina4
  • Echo NDE Inc. Alberta4
All 91 listed subsidiaries
  • Echo NDE USA, Inc. Delaware4
  • Eclipse Scientific Products Inc. Ontario4
  • Energenz Consulting Limited Hong Kong4
  • Energenz, LLC Delaware4
  • Geodynamics, LLC North Carolina4
  • Geographic Information Services, Inc. Alabama4
  • Geospatial Holding GmbH Germany4
  • Geospatial Holdings, Inc. Delaware4
  • Group Delta Consultants, Inc. California4
  • Hanna Engineering, Inc. California4
  • Industrial Design Associates International Pte. Ltd. Singapore4
  • J.B.A. Consulting Engineers, Inc. Nevada4
  • Marine Taxonomic Services, Ltd. Oregon4
  • NV5 Consultants India Private Limited India4
  • NV5 Consultants Limited Hong Kong4
  • NV5 Consultants, Inc. Massachusetts4
  • NV5 Consulting Limited Macau4
  • NV5 Engineering Private Limited India4
  • NV5 Engineers and Consultants, Inc. North Carolina4
  • NV5 Environmental, Inc. California4
  • NV5 Environmental, L.P. California4
  • NV5 Geospatial Solutions B.V. Netherlands4
  • NV5 Geospatial Solutions France SARL France4
  • NV5 Geospatial Solutions GmbH Gilching, Germany4
  • NV5 Geospatial Solutions Italia S.r.l. Italy4
  • NV5 Geospatial Solutions K.K. Japan4
  • NV5 Geospatial Solutions UK Limited England and Wales4
  • NV5 Geospatial Solutions, Inc. Colorado4
  • NV5 Geospatial, Inc. Wisconsin4
  • NV5 Global, Inc. Delaware4
  • NV5 Holdings, LLC Delaware4
  • NV5 International Limited Hong Kong4
  • NV5 LNG Engineering Services, Inc. New Hampshire4
  • NV5 Limited Hong Kong4
  • NV5 Macau Limited Macau4
  • NV5 Malaysia SDN BHD Malaysia4
  • NV5 New York-Engineers, Architects, Landscape Architects and Surveyors New York4
  • NV5 Philippines Corp. Philippines4
  • NV5 Planning & Design, Inc. Massachusetts4
  • NV5 Private Limited Singapore4
  • NV5, Inc. New Jersey4
  • NV5, LLC North Carolina4
  • NV5-Architecture, P.C. New Jersey4
  • NV5-Connecticut, LLC Connecticut4
  • Nextgen Task Inspection Inc. Alberta4
  • Optimal Energy, LLC Delaware4
  • Perunding NV5 SDN BHD Malaysia4
  • Pro Inspection, Inc. Delaware4
  • Quantum Spatial Canada, Inc. Canada4
  • RDK Engineer P.C. New York4
  • RDK Engineers N.C., Inc. North Carolina4
  • Red Technologies (S) Pte. Ltd. Singapore4
  • Redgroup (M) Sdn. Bhd. Malaysia4
  • Rockwood Canada Holdings Ltd. Nova Scotia4
  • Rockwood Canada Inc. Alberta4
  • Rockwood Canada Shared Services Inc. Alberta4
  • Rockwood Service Corporation Delaware4
  • S.A. Bricks, Inc. South Korea4
  • Skycrest Services Inc. Canada4
  • Skycrest Services US Inc. New York4
  • Southport Engineering Associates, Inc. Connecticut4
  • Streamline Inspection, Ltd. Alberta4
  • TEI Analytical Services, Inc. Delaware4
  • TSG Solutions, Inc. Delaware4
  • Tacten Industrial Inc. Nova Scotia4
  • The LKR Group, Inc. California4
  • Triquest Nondestructive Testing Corp. Alberta4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • ACUREN CORPAug 12, 2024 to Oct 7, 20253

Timeline

  1. Aug 6, 20268-K Results of operations30
  2. Jul 1, 20268-K Shareholder vote31
  3. Jun 5, 20268-K Entered a material agreement; New debt or obligation32
  4. May 6, 20268-K Results of operations33
  5. Apr 30, 2026New chief executive Benjamin Heraud becomes CEO9
  6. Mar 12, 20268-K Results of operations; Executive or director change34
  7. Mar 12, 20268-K Financial statements and exhibits35
  8. Jan 2, 20268-K Other events36
  9. Nov 12, 20258-K Results of operations; Regulation FD disclosure37
  10. Oct 7, 20258-K Entered a material agreement; Unregistered sale of shares; Bylaws or fiscal year changed38
  11. Sep 30, 20258-K Regulation FD disclosure39
  12. Aug 14, 20258-K Results of operations; Executive or director change; Regulation FD disclosure40
  13. Aug 4, 20258-K Entered a material agreement; Completed an acquisition or sale; New debt or obligation41
  14. Feb 14, 2025New chief executive Talman Pizzey becomes CEO10
  15. Dec 16, 2024Founded TIC Solutions, Inc. is founded2

Calendar

Coming up

  1. Nov 11, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.08) a share, on Nov 12, 2025.42

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results30
  2. May 6, 2026Reported quarterly or annual results33
  3. Mar 12, 2026Reported quarterly or annual results34
  4. Nov 12, 2025Reported quarterly or annual results37
  5. Aug 14, 2025Reported quarterly or annual results40
  6. May 15, 2025Reported quarterly or annual results43
  7. Mar 27, 2025Reported quarterly or annual results44
  8. Dec 20, 2024Reported quarterly or annual results45

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

178 filings to the SEC since October 2021: 3 annual reports, 5 quarterly reports, 23 major events, 67 insider forms, 19 large holders, 61 other. The latest 20:

  1. Oct 2, 20264 EDGAR
  2. Aug 14, 2026SCHEDULE 13G/A EDGAR
  3. Aug 13, 20263 EDGAR
  4. Aug 6, 202610-Q EDGAR
  5. Aug 6, 20268-K EDGAR
  6. Aug 4, 20264 EDGAR
  7. Aug 4, 20264 EDGAR
  8. Aug 4, 20264 EDGAR
  9. Aug 4, 20264 EDGAR
  10. Aug 4, 20264 EDGAR
  11. Aug 4, 20264 EDGAR
  12. Aug 4, 20264 EDGAR
  13. Jul 2, 20264 OWNERSHIP DOCUMENT EDGAR
  14. Jul 2, 20264 OWNERSHIP DOCUMENT EDGAR
  15. Jul 2, 20264 OWNERSHIP DOCUMENT EDGAR
  16. Jul 2, 20264 OWNERSHIP DOCUMENT EDGAR
  17. Jul 2, 20264 OWNERSHIP DOCUMENT EDGAR
  18. Jul 2, 20264 OWNERSHIP DOCUMENT EDGAR
  19. Jul 2, 20264 OWNERSHIP DOCUMENT EDGAR
  20. Jul 2, 20264 OWNERSHIP DOCUMENT EDGAR

The 178 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

1 open-market trades by officers, directors and large owners since October 2021: 0 buys and 1 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Nov 18, 2025Tong RichardGeneral CounselSale52,467$9.58$502.6KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Talman Pizzey61$708.7K$2.7M53
2025Kristin Schultes46$453.8K$2.4M53
2025Fiona Sutherland$254.9K$1.4M53
2025Benjamin Heraud44$232.7K$986.2K53
2025Richard Tong$181.9K$917.8K53
2025Greg Conaway$129.1K$301.8K53
2025MaryJo O’Brien63$139.6K$140.7K53
2024Former ChiefExecutive Officer$599.1K$3.2M53
2024Former General Counsel$274.0K$953.6K53
2024Chief Financial Officer$243.2K$903.2K53
2023Former General Counsel$211.5K$1.3M53
2023Former ChiefExecutive Officer$533.6K$1.2M53

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Viking Global Investors LP35,824,562$289.8M0.8%No change
Permian Investment Partners, LP21,310,094$172.4M19.6%−635,000
Gates Capital Management, Inc.19,501,621$157.8M5.2%−2,348,379
Alyeska Investment Group, L.P.18,604,954$150.5M0.4%−157,834
Progeny 3, Inc.15,562,990$125.9M6.5%+239,885
Vanguard Capital Management LLC8,246,458$66.7M0.0%+39,840
Jefferies Financial Group Inc.5,000,000$40.5M0.4%No change
Point72 Asset Management, L.P.4,814,719$39.0M0.1%New
Geode Capital Management, LLC4,650,345$37.6M0.0%+163,531
State Street Corp4,262,899$34.5M0.0%+2,216
Dimensional Fund Advisors LP4,218,248$34.1M0.0%+644,802
Clearline Capital LP3,915,001$31.7M2.0%−311,396
Long Focus Capital Management, LLC3,863,677$31.3M1.3%−237,535
Reaves W H & Co Inc3,145,735$25.4M0.4%+69,565
Swedbank AB2,526,000$20.4M0.0%−1,854,000
ADW Capital Management, LLC2,000,000$16.2M5.9%+896,200
Goldman Sachs Group Inc1,978,044$16.0M0.0%+510,928
Charles Schwab Investment Management Inc1,933,126$15.6M0.0%+145,217
Bank Of America Corp /de/1,684,971$13.6M0.0%+1,017,448
Northern Trust Corp1,620,323$13.1M0.0%+11,567
Nuveen, LLC1,547,632$12.5M0.0%+1,205,015
Vanguard Portfolio Management LLC1,390,054$11.2M0.0%+47,845
Vanguard Fiduciary Trust Co1,206,422$9.8M0.0%−4,141
Aqr Capital Management LLC1,169,031$9.5M0.0%+922,156
NewEdge Wealth, LLC992,629$8.0M0.1%−46,924

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How TIC Solutions, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARTIC Solutions, Inc.1
  • CIK0002032966
  • Employer ID (EIN)66-10768675
  • Filer statusAccelerated filer not an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)7389 Services-Business Services, NEC1
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
  • Business address2700 Post Oak Blvd., Suite 2300, Houston, TX 770561
  • Phone281-822-25551
  • Shares outstanding218,220,356 as of Jul 31, 20268
  • Public float$583.2M as of Jun 30, 20255
  • AuditorPricewaterhouseCoopers LLP, New York, New York PCAOB ID 238; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceAug 12, 20241
  • Filings178 in all: 4 (43), 8-K (23), 3 (22), 424B3 (15), SCHEDULE 13G/A (8), SCHEDULE 13G (7), EFFECT (6), 10-Q (5)1
    All 32 form types

    425 (5), CORRESP (4), UPLOAD (4), POS AM (3), S-4/A (3), S-8 (3), SCHEDULE 13D/A (3), 10-K (2), 4/A (2), 8-A12B (2), CERT (2), DEFA14A (2), DRS (2), S-4 (2), 10-K/A (1), 144 (1), 25 (1), ARS (1), DEF 14A (1), DRSLTR (1), POS EX (1), S-1 (1), S-3 (1), SCHEDULE 13D (1)

  • Latest filingsAnnual report (10-K) Mar 12, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) May 21, 2026
    Latest 8-K (8-K) Aug 6, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.0001 per shareTICNew York Stock Exchange

From the cover page of the 10-K filed Mar 12, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks TIC Solutions, Inc. names in Item 1A of its 10-K filed Mar 12, 2026: 63 risks under these headings, as written.5

  • Risks Related to Our Business and Industry
  • Risks Related to Government Contracting
  • Risks Related to Regulation
  • Risks Related to our Finances and Indebtedness
  • Risks Related to our Common Stock
  • Our revenues are heavily dependent on certain industries.
  • Demand for our services is related to global oil and gas supply, economic downturns and other factors which impact our clients’ current and future spending levels.
  • We operate in competitive markets, and if we are unable to compete successfully, we could lose market share and revenues and our margins could decline.
  • The success of our businesses depends, in part, on our ability to adopt new TICC, asset integrity, and engineering solutions, increase the functionality of our current offerings, expand into adjacent and developing service categories and meet the needs and demands of our customers.
  • Our ongoing investments in new client markets involve significant risks, could disrupt our current operations, and may not produce the long-term benefits that we expect.
  • State and other public employee unions, including as a result of our unionized workforce, could adversely affect our operations.
  • No assurances can be made that we will be successful in hiring or retaining members of a skilled technical workforce.
The other 56 risks
  • Many of the sites at which our employees work are inherently dangerous workplaces. If we fail to maintain a safe work environment, we may incur losses and lose business.
  • No assurances can be made that we will be successful in maintaining or renewing our contracts with our clients.
  • Earnings for future periods may be impacted by impairment charges for goodwill and intangible assets.
  • The loss or unavailability of any of our executive officers or other key personnel could have a material adverse effect on our business.
  • Our current directors may allocate their time to other businesses, leading to potential conflicts of interest in their determination as to how much time to allocate to our affairs.
  • Our business strategy includes acquiring companies and making investments that complement our existing businesses or expand into adjacent industries. These acquisitions and investments could be unsuccessful or consume significant resources, which could adversely affect our operating results.
  • We may be unable to integrate the business of NV5 successfully or realize the anticipated benefits of the acquisition. We may also be the subject of litigation as a result of the NV5 acquisition.
  • We may experience inflationary pressures in our operating costs and cost overruns on our projects and services.
  • If we fail to complete a project in a timely manner, miss a required performance standard, or otherwise fail to adequately perform on a project, then we may incur a loss on that project, which may reduce or eliminate our overall profitability.
  • Failure of our sub-consultants to satisfy their obligations to us or other parties, or the inability to maintain these relationships, may adversely impact our business operations and financial results.
  • Employee, agent or partner misconduct or our overall failure to comply with laws or regulations may adversely impact our reputation and financial results as well as subject us to criminal and civil enforcement actions.
  • We are and may become subject to periodic litigation which may adversely affect our business and financial performance.
  • Our insurance coverage will not fully indemnify us against certain claims or losses. Further, our insurance has limits and exclusions and not all losses or claims are insured.
  • If our clients delay in paying or fail to pay amounts owed to us, our business operations and financial results may be adversely impacted.
  • Our profitability could suffer if we are not able to maintain adequate utilization of our workforce.
  • Our failure to win new contracts and renew existing contracts with private and public sector clients may adversely affect our business operations and financial results.
  • Losses under lump-sum contracts may adversely impact our business operations and financial results.
  • Hedging against interest rate exposure may adversely affect our earnings, limit our gains or result in losses.
  • Growing use of artificial intelligence (“AI”) in our business has challenges that, if not properly managed could result in harm to our brand, reputation, business or customers, and adversely affect our results of operations.
  • Currency translation risks may have a material impact on our results of operations.
  • Our business activities may require our employees to travel to and work in countries where there are high security risks, which may result in employee death or injury, repatriation costs or other unforeseen costs.
  • If our reports and opinions are not in compliance with professional standards and other regulations, we could be subject to monetary damages and penalties.
  • Interruptions in the proper functioning of our information systems, including in the event of a cybersecurity incident, we could experience operational interruptions, incur substantial additional costs, become subject to legal or regulatory proceedings or suffer damage to our reputation.
  • Our business depends upon the maintenance of our proprietary technologies and information.
  • Events such as natural disasters, industrial accidents, epidemics, pandemics, war and acts of terrorism, and adverse weather conditions could disrupt our business or the business of our customers, which could significantly harm our operations, financial results and cash flow.
  • We derive a portion of our gross revenues from public and quasi-public governmental agencies, and any disruption in government funding or in our relationship with these agencies could adversely affect our business.
  • Our inability to win or renew government contracts during regulated procurement processes or preferences granted to certain bidders for which we would not qualify could harm our operations and significantly reduce or eliminate our profits.
  • A delay in the completion of the budget process of the U.S. and state governments could delay procurement of our services and have a material adverse effect on our future revenue.
  • As a government contractor, we must comply with various procurement laws and regulations and are subject to regular government audits. A violation of any of these laws and regulations or the failure to pass a government audit could result in sanctions, contract termination, forfeiture of profit, harm to our reputation or loss of our status as an eligible government contractor and could reduce our profits and revenue.
  • Our revenue and growth prospects may be harmed if we or our employees are unable to obtain government granted eligibility or other qualifications both we and our employees need to perform services for our customers.
  • Our failure to comply with the requirements and regulations of the International Traffic and Arms Regulation (“ITAR”), Export Administration Regulations (“EAR”), and trade sanctions against embargoed countries could have a material effect on our financial condition and results of operations.
  • We are, and may become, subject to periodic regulatory proceedings, including U.S. Fair Labor Standards Act (“FLSA”) and state wage and hour class action lawsuits, which may adversely affect our business and financial performance.
  • Changes in resource management or infrastructure industry laws, regulations, and programs could directly or indirectly reduce the demand for our services which could in turn negatively impact our revenues.
  • Demand for our businesses can be materially affected by governmental regulation.
  • Our failure to comply with the regulations of the Occupational Safety and Health Administration (“OSHA”), and other state and local agencies that oversee safety and transportation compliance could reduce our revenue, profitability and liquidity.
  • Unsatisfactory safety performance may subject us to penalties, affect customer relationships, result in higher operating costs, negatively impact employee morale and result in higher employee turnover.
  • We are subject to many laws and regulations in the jurisdictions in which we operate, and changes to such laws and regulations may result in additional costs and impact our operations.
  • If our intellectual property rights are unenforceable or become obsolete, or if new intellectual property rights held by a third party become the only or preferred way to perform services we offer, our competitive position could be adversely impacted.
  • Our operations and properties are subject to extensive environmental, health and safety regulations.
  • We are subject to privacy and data security/protection laws in the jurisdictions in which we operate and may be exposed to substantial costs and liabilities associated with such laws and regulations.
  • The terms of our indebtedness may limit our ability to borrow additional funds or capitalize on business opportunities. In addition, our debt level may limit our future financial and operating flexibility.
  • We maintain the Credit Facility with a syndicate of financial institutions which include certain covenants and limitations on our operations.
  • We may incur substantial additional indebtedness, which could further exacerbate the risks that we may face going forward.
  • Our financial results are based, in part, upon estimates and assumptions that may differ from actual results. In addition, changes in accounting principles may cause unexpected fluctuations in our reported financial information.
  • If we fail to establish and maintain an effective system of internal controls, we may not be able to report our financial results accurately and timely, which could harm our business and adversely affect the value of our business.
  • We identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price.
  • The market price of our common stock may experience volatility.
  • We may be required to issue additional shares of common stock pursuant to the terms of the Series A Preferred Stock which would dilute the holdings of investors.
  • We do not currently intend to pay dividends on our common stock, consequently, your ability to achieve a return on your investment will depend on capital appreciation.
  • You may not be able to realize returns on your investment in our securities within a period that you would consider to be reasonable.
  • We may issue additional series of preferred stock in the future, and the terms of such preferred stock may reduce the value of our existing securities.
  • We will be required to issue additional shares of common stock upon the exercise of the Public Warrants and the Pre-Funded Warrant, which may dilute your interests in our common stock.
  • Risks Related to Taxation
  • Changes in tax law and practice may reduce any net returns for investors.
  • Our non-U.S. stockholders may be subject to withholding taxes on distributions.
  • We are treated as a U.S. corporation for U.S. tax purposes and will generally be taxable on our worldwide income.
  • There can be no assurance that we will be able to make returns for shareholders in a tax-efficient manner.

Legal proceedings

From time to time, we are subject to certain claims and lawsuits arising in the normal course of business. We maintain various insurance coverages to minimize financial risk associated with these claims. We have estimated and provided accruals for probable losses associated with certain litigation in our consolidated financial statements. While we cannot predict the outcome of these proceedings, we believe any liability arising from these matters individually and in the aggregate will not have a material effect on our operating results, cash flows or consolidated financial condition, after giving effect to provisions already recorded.

The opening of Item 3, Legal Proceedings.5

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