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    Amendment: SEC Form SCHEDULE 13D/A filed by TIC Solutions Inc.

    1/2/26 5:22:53 PM ET
    $TIC
    Real Estate
    Real Estate
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    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 3)


    TIC Solutions, Inc.

    (Name of Issuer)


    Common Stock, par value $0.0001 per share

    (Title of Class of Securities)


    00510N102

    (CUSIP Number)


    Mariposa Acquisition IX, LLC
    c/o Mariposa Capital, LLC, 500 South Pointe Drive, Suite 240
    Miami Beach, FL, 33139
    (786) 482-6333

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
    12/31/2025

    (Date of Event Which Requires Filing of This Statement)


    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






    SCHEDULE 13D

    CUSIP No.
    00510N102


    1 Name of reporting person

    Sir Martin E. Franklin
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    OO
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED KINGDOM
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    15,450,323.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    13,215,535.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    15,450,323.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    7.0 %
    14Type of Reporting Person (See Instructions)

    IN

    Comment for Type of Reporting Person:
    1. The percentage of Common Stock beneficially owned by the Reporting Person is based on 221,209,686 shares of Common Stock and 1,000,000 shares of Series A Preferred Stock outstanding as of January 2, 2026.


    SCHEDULE 13D

    CUSIP No.
    00510N102


    1 Name of reporting person

    Mariposa Acquisition IX, LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    OO
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    1,000,000.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    1,000,000.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    1,000,000.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.45 %
    14Type of Reporting Person (See Instructions)

    OO

    Comment for Type of Reporting Person:
    2. The percentage of Common Stock beneficially owned by the Reporting Person is based on 221,209,686 shares of Common Stock and 1,000,000 shares of Series A Preferred Stock outstanding as of January 2, 2026.


    SCHEDULE 13D

    Item 1.Security and Issuer
    (a)Title of Class of Securities:

    Common Stock, par value $0.0001 per share
    (b)Name of Issuer:

    TIC Solutions, Inc.
    (c)Address of Issuer's Principal Executive Offices:

    200 South Park Road, Suite 350, Hollywood, FLORIDA , 33021.
    Item 1 Comment:
    This Amendment No. 3 ("Amendment No. 3") amends and supplements the Schedule 13D, originally filed with the Securities and Exchange Commission on February 14, 2025 (as amended by Amendment No. 1, filed on May 16, 2025 and Amendment No. 2, filed on August 7, 2025, the "Statement"), relating to the common stock, par value $0.0001 per share (the "Common Stock"), of TIC Solutions, Inc. (the "Issuer"), a Delaware corporation. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Statement. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings herein as are ascribed to such terms in the Statement.
    Item 4.Purpose of Transaction
     
    Item 4 is hereby amended by the addition of the following: On December 31, 2025, the Issuer declared, and on January 2, 2026, Mariposa Acquisition IX, LLC ("Mariposa") was issued, 668,347 shares of Common Stock by the Issuer (the "2025 Dividend Shares") as a dividend on the Issuer's Series A Preferred Stock. Effective as of January 2, 2026, Mariposa distributed (i) the 2025 Dividend Shares to its members pursuant to its governing documents and (ii) shares of Common Stock previously held by Mariposa (the distribution of the Common Stock, together with the distribution of the 2025 Dividend Shares, the "2026 Distribution"), including 4,851,977 shares of Common Stock to the Martin E. Franklin Revocable Trust (of which Sir Martin E. Franklin ("Sir Martin") is the sole settlor, trustee, and beneficiary), 1,952,745 shares of Common Stock to MEF Holdings, LLLP, the general partner of which is wholly-owned by the Martin E. Franklin Revocable Trust, 5,410,813 shares of Common Stock to Brimstone Investments, LLC of which Sir Martin is the manager and is wholly-owned by a trust of which Sir Martin is a beneficiary, 1,117,394 shares of Common Stock to MEF Family Trust, of which a family member of Sir Martin is the trustee, and 1,117,394 shares of Common Stock to RAEF Family Trust, of which Robert A.E. Franklin, the Executive Chairman and a director of the Issuer and the son of Sir Martin, is the trustee. In connection with the 2026 Distribution, Sir Martin entered into an Irrevocable Proxy Agreement on January 2, 2026 (the "Proxy Agreement") with each of MEF Family Trust and RAEF Family Trust pursuant to which each of them granted Sir Martin an irrevocable proxy to vote, for so long as Sir Martin serves as a director on the Issuer's Board of Directors (the "Proxy Term"), all shares of Common Stock beneficially owned, directly or indirectly, by each of them (i) as of the date of the Proxy Agreement and (ii) that may be acquired after the date of the Proxy Agreement (in each case, to the extent that each of them has the power to vote or direct the vote of such shares of Common Stock). Sir Martin has no pecuniary interest in the shares of Common Stock held by MEF Family Trust or RAEF Family Trust as a result of the Proxy Agreement. Except as set forth herein, neither MEF Family Trust nor RAEF Family Trust has beneficial ownership or a pecuniary interest in the shares of Common Stock held by the Reporting Persons. The foregoing description of the Proxy Agreement is qualified in its entirety by reference to the Proxy Agreement, which is filed as Exhibit E to the Statement and is incorporated herein by reference.
    Item 5.Interest in Securities of the Issuer
    (a)
    Paragraphs (a) - (b) of the Statement are hereby amended and restated in their entirety as follows: (a)-(b) As of the date hereof: - the Reporting Persons beneficially own and have sole power to vote, or to direct the vote and sole power to dispose or to direct disposition of an aggregate of 13,215,535 shares of Common Stock (and shares convertible into Common Stock within 60 days) and 1,000,000 shares of Series A Preferred Stock of the Issuer that are convertible at any time at the option of the holder into the same number of shares of Common Stock; and - Sir Martin beneficially owns and has sole power to vote or to direct the vote of 2,234,788 shares of Common Stock pursuant to the Proxy Agreement. The information set forth in Item 4 of this Statement is incorporated herein by reference.
    (b)
    See Item 5 (a).
    (c)
    Paragraph (c) of the Statement is amended to add the following: Except as otherwise described herein, (or previously described in the Statement), no other transactions were effected by the Reporting Persons in the past 60 days.
    Item 7.Material to be Filed as Exhibits.
     
    Exhibit A-- Joint Filing Agreement among the Reporting Persons, dated February 14, 2025 (incorporated by reference to Exhibit A to the Schedule 13D/A filed on May 16, 2025, by the Reporting Persons with the SEC). Exhibit B -- Placing Agreement, dated May 17, 2023, by and between the Issuer, certain of its directors and founders, Mariposa, Jefferies International Limited, Jefferies GmbH and UBS AG London Branch (incorporated by reference to Exhibit 10.8 to the Issuer's Registration Statement on Form S-4, as amended (File No. 333-282976)). Exhibit C -- Founder Insider Letter, dated May 17, 2023, by and between the Issuer, its founders and Mariposa (incorporated by reference to Exhibit 10.10 to the Issuer's Registration Statement on Form S-4, as amended (File No. 333-282976)). Exhibit D -- Certificate of Incorporation of the Issuer, as amended, (incorporated by reference to Exhibit 3.1 to the Issuer's Post-Effective Amendment No. 1 to Registration Statement on Form S-4, as amended (File No. 333-282976), filed with the SEC on December 16, 2024, which contains the terms of the Series A Preferred Stock). Exhibit E - Irrevocable Proxy Agreement, dated January 2, 2026.

        SIGNATURE 
     
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     
    Sir Martin E. Franklin
     
    Signature:/s/ Martin E. Franklin
    Name/Title:Sir Martin E. Franklin
    Date:01/02/2026
     
    Mariposa Acquisition IX, LLC
     
    Signature:/s/ Martin E. Franklin
    Name/Title:Sir Martin E. Franklin / Manager
    Date:01/02/2026
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