GMR Solutions Inc.

S-11 tm2518736-9_s1.htm S-1

As filed with the Securities and Exchange Commission on April 17, 2026.

Registration No. 333-​

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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(Exact name of registrant as specified in its charter)​

4400 Hwy 121, Suite 700

Lewisville, TX 75056

Telephone: (972) 459-4919

(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)​

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Thomas Cook

Executive Vice President,

General Counsel and Secretary

4400 Hwy 121, Suite 700

Lewisville, TX 75056

Telephone: (972) 459-4919

(Name, address, including zip code and telephone number, including area code, of agent for service)​

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With copies to:

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Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

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 7(a)(2)(B) of the Securities Act. ☐

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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated April 17, 2026

Preliminary Prospectus

Shares

Class A Common Stock

This is the initial public offering of shares of Class A common stock of GMR Solutions Inc. We are offering shares of our Class A common stock. We currently expect the initial public offering price to be between $ and $ per share of Class A common stock. Prior to this offering, there has been no public market for shares of our common stock. We intend to apply to list our shares of Class A common stock on the New York Stock Exchange (the “NYSE”) under the trading symbol “GMRS.”

Following this offering, we will have two classes of common stock: Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock will be identical, except with respect to voting and conversion. Each share of Class A common stock will be entitled to one vote per share and shares of Class B common stock will be non-voting, except as may be required by law or otherwise provided by the certificate of incorporation. Each share of Class B common stock will automatically convert into one share of Class A common stock upon the sale or other transfer of such share of Class B common stock by the holder thereof. See “Description of Capital Stock” for additional information.​

Funds affiliated with each of KKR Stockholder, Ares and HPS (each as defined herein) are expected to purchase, in the aggregate, $ of Private Placement Warrants (as defined herein) at the initial public offering price in a concurrent private placement transaction (the “Private Placement”). The Private Placement is expected to be entered into immediately following the pricing of this offering and close on the second business day thereafter. See “Recent Developments — Private Placement.”

After the completion of this offering, the Preferred Exchange (as defined herein) and the Private Placement, KKR Stockholder will beneficially own approximately % of the voting power of our outstanding shares of common stock, assuming the exercise in full of all outstanding Company Warrants (as defined herein). As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the NYSE. See “Management — Controlled Company Exception” and “Principal Stockholders.”

Investing in shares of our Class A common stock involves risks. See “Risk Factors” beginning on page 28.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

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(1)

See “Underwriting (Conflicts of Interest)” for additional information regarding underwriting compensation.

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We have granted the underwriters a 30-day option from the date of this prospectus to purchase up to additional shares of our Class A common stock at the initial public offering price, less underwriting discounts and commissions, to cover over-allotments, if any.

The underwriters expect to deliver the shares of our Class A common stock against payment in New York, New York on or about , 2026.

The date of this prospectus is , 2026