TIC Solutions, Inc.

As filed with the Securities and Exchange Commission on October 10, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION**

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

**200 South Park Road, Suite 350

Hollywood, Florida 33021

(954) 495-2112

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

**Kristin Schultes

c/o TIC Solutions, Inc.

200 South Park Road, Suite 350

Hollywood, Florida 33021

**(954) 495-2112

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

With a copy to:

Alan Annex, Esq.

Flora R. Perez, Esq.

Brian J. Gavsie, Esq.

Laurie Green, Esq.

Greenberg Traurig, P.A.

401 East Las Olas Boulevard, Suite 2000

Fort Lauderdale, FL 33301

Phone: (954) 765-0500

**Approximate date of commencement of proposed sale to the public:**From time to time after this registration statement becomes 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, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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.☒

This registration statement shall hereafter become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933.

The information in this preliminary prospectus is not complete and may be changed. The securities may not be sold 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.

20,833,333 Shares of Common Stock

This prospectus relates to the resale by the selling stockholder identified herein (the “Selling Stockholder”) of up to (i) 17,708,333 shares of our common stock and (ii) 3,125,000 shares of our common stock issuable upon the exercise of a pre-funded warrant with an exercise price of $0.0001 per share (the “Pre-Funded Warrant”). We refer to the shares of common stock registered by this prospectus as the “Resale Shares.”

The Selling Stockholder may sell the Resale Shares described in this prospectus in a number of different ways and at varying prices. We are not selling any Resale Shares under this prospectus and will not receive any of the proceeds from the sale or other disposition of the Resale Shares by the Selling Stockholder. Upon any exercise of the Pre-Funded Warrant by payment of cash, however, we will receive the nominal cash exercise price paid by the holder of the Pre-Funded Warrant. The Selling Stockholder will pay any underwriting discounts and commissions and expenses incurred by them in disposing of the Resale Shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the Resale Shares, and provide more information about how the Selling Stockholder may sell its shares, in each case, as described in the section titled “Plan of Distribution” appearing elsewhere in this prospectus.

The Selling Stockholder may sell any, all or none of the Resale Shares of common stock and we do not know when, or in what amount, the Selling Stockholder may sell the Resale Shares hereunder following the effective date of the registration statement of which this prospectus is a part.

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “TIC.” On October 9, 2025, the closing sales price of our common stock as reported on the NYSE was $13.33 per share. Our warrants issued in connection with our initial public offering (the “Public Warrants”) are listed on the OTCQB under the symbol “TICAW.” On September 30, 2025, which was the last date on which a trade occurred, the closing sales price of our Public Warrants as reported on the OTCQB was $1.11 per warrant.

Investing in our common stock involves risks. See “Risk Factors” beginning on page 10 of this prospectus.

We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. We expect to no longer be an “emerging growth company” effective December 31, 2025. See “Prospectus Summary — Emerging Growth Company.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025

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