TIC Solutions Inc美股招股说明书(2025-10-30版)

TIC Solutions, Inc. 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) 17,708,333shares of our common stock and (ii) 3,125,000 shares of our common stock issuable upon the exercise of a pre-funded warrant with anexercise price of $0.0001 per share (the “Pre-Funded Warrant”). We refer to the shares of common stock registered by this prospectusas 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 dispositionof the Resale Shares by the Selling Stockholder. Upon any exercise of the Pre-Funded Warrant by payment of cash, however, we willreceive the nominal cash exercise price paid by the holder of the Pre-Funded Warrant. The Selling Stockholder will pay anyunderwriting discounts and commissions and expenses incurred by them in disposing of the Resale Shares. We will bear all othercosts, fees and expenses incurred in effecting the registration of the Resale Shares, and provide more information about how theSelling Stockholder may sell its shares, in each case, as described in the section titled “Plan of Distribution” appearing elsewhere inthis 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 whatamount, the Selling Stockholder may sell the Resale Shares hereunder following the effective date of the registration statement ofwhich this prospectus is a part. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “TIC.” On October 29, 2025, the closingsales price of our common stock as reported on the NYSE was $12.30 per share. Our warrants issued in connection with our initialpublic offering (the “Public Warrants”) are listed on the OTCQB under the symbol “TICAW.” On October 20, 2025, which was the lastdate on which a trade occurred, the closing sales price of our Public Warrants as reported on the OTCQB was $1.30 per warrant. Investing in our common stock involves risks. See “Risk Factors” beginning on page 10of this prospectus. We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply withcertain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. We expectto no longer be an “emerging growth company” effective December 31, 2025. See “Prospectus Summary — Emerging GrowthCompany.” Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is October 29, 2025 Table of Contents About This ProspectusiiProspectus Summary1The Offering6Risk Factors10Cautionary Note Regarding Forward-Looking Statements34Use of Proceeds35Market for Our Common Stock and Related Stockholder Matters36Unaudited Pro Forma Condensed Combined Financial Information37Management’s Discussion and Analysis of Financial Condition and Results of Operations53Our Business72Management79Executive Officer and Director Compensation84Principal Stockholders89Selling Stockholder91Certain Relationships and Related Party Transactions92Description of Capital Stock94Plan of Distribution99Legal Matters101Experts101Where You Can Find More Information101Index to Consolidated Financial StatementsF-1 ABOUT THIS PROSPECTUS This prospectus relates to the resale by the Selling Stockholder identified in this prospectus under the caption “Selling Stockholder,”from time to time, of up to an aggregate of 20,833,333shares of common stock. We are not selling any shares of common stock underthis prospectus, and we will not receive any proceeds from the sale of shares of common stock offered hereby by the SellingStockholder. Upon any exercise of the Pre-Funded Warrant by payment of cash, however, we will receive the nominal cash exerciseprice paid by the holder of the Pre-Funded Warrant. You should rely only on the information provided in this prospectus. We have not authorized anyone to provide you with any otherinformation, and we take no responsibility for, and can provide no assurances as to the reliability of, any other information that othersmay give you. The information contained in this prospectus speaks only as of the date set forth on the cover page and may not reflectsubsequent changes in our business, financial condition, results of operations and prospects. We are not, and the Selling Stockholder is not, making offers to sell these securities in any jurisdiction in which an offer or solicitationis not authorized or permitted or in which the person making such offer or solicitation is not qualified