SecProbe.io

January 27, 2026
Jill Wyant
Chief Executive Officer
Madison Air Solutions Corporation
444 West Lake Street, Suite 4460
Chicago, IL 60606
Re:Madison Air Solutions Corporation
Draft Registration Statement on Form S-1
Submitted December 12, 2025
CIK No. 0002098430
Dear Jill Wyant:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement and non-
public draft submissions on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 submitted December 12, 2025
Graphics, page i
1.Please balance the net sales information in your graphics to also include net income or
loss for the corresponding net sales metric. Further, ensure that the footnotes in your
graphics are in a readable font. We are unable to read the footnotes on the fourth page of
your graphics.
2.Your graphics reference industry statistics cited to sources dating from as far back
as 2015. Please clarify the relevance of this data and advise us if there is more current
information available.
Segment Overview, page 4
You indicate that one of your major brands is Nortek and you offer Nortek Air Solutions
and Nortek Data Center Cooling products and services, but divested Nortek Global 3.

January 27, 2026
Page 2
HVAC LLC on October 7, 2024. Please describe the assets and products and services
divested with Nortek Global HVAC LLC and any material arrangements that impact
your current Nortek-related businesses.
Prospectus Summary
Our Strengths, page 8
4.Please provide a more detailed description of what you mean by the “80/20 Operating
Model" and explain how management implements the model. Discuss the "critical
priorities" that you focus on to generate results.
Organizational Transactions, page 23
5.Please revise to include a diagram of your corporate organizational structure both before
and after the Organizational Transactions and the Offering, including the equity
ownership and voting control of each entity and shareholder group.
6.You indicate that you will have indemnification, separation, and tax management
agreements with Madison Industries International Holdings, LLC (Madison Industries
International), which you describe as an “affiliate” of Madison Industries Holdings LLC
(Holdings).  Please explain the relationship between Madison Industries International
and Holdings and clarify which entity, either Holdings or Madison Industries
International, is contributing the shares of MIAQ Solutions to Madison Air Solutions
Corporation as part of Organizational Transactions. If Madison Industries International is
a wholly owned subsidiary of Holdings, please indicate so in your prospectus.
7.Please ensure that each step in the Organizational Transactions are described in
appropriate detail. Further, ensure any material subsidiaries are included in your
organizational charts, specifically any that are identified in this prospectus.
8.Please clarify the role of the investors of Investors LLC and Co-Investors LLC in the
Organizational Transactions. Provide more details of the investors of these Parent
Entities and their current ownership in Holdings or its subsidiaries. For example, clarify
whether there are separate LLCs created when underlying businesses were purchased by
Holdings and LLC units were issued to the prior owners and management, and/or
institutional investors.
9.We note that the company intends to effect a spin-off from Madison Industries
International as part of the reorganization. Please explain whether any securities will be
issued with the transaction and whether you intend to register those securities.  Discuss
the timing of your separation from Madison Industries International and whether the
separation is a condition for this initial public offering. Also, tell us your consideration to
include pro forma information reflecting the spin-off transaction. Refer to Rule 11-
01(a)(7) of Regulation S-X.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Performance Indicators, page 92
10.Please revise to discuss and quantify, to the extent applicable, the factors impacting the
fluctuations in your metrics from period to period, including any offsetting factors.

January 27, 2026
Page 3
Business
Segment Overview, page 121
11.Please provide more detail of your sales, marketing and distribution operations for both
your Commercial and Residential Segments. For example, describe the nature of the
manufacturers' sales representatives, as to who they are and which manufacturers they
represent. Please describe your material distributor and reseller arrangements.
12.On page 40, you refer to your "decentralized organizational structure." Please explain
here what you mean by decentralized organizational structure and how it affects your
operations compared to traditional manufacturers. Clarify if your organizational structure
is related to your M&A strategy.
Competition, page 141
13.We note that you currently have about 8% in net sales of the TAM in the markets in
which you compete and offer solutions. Please provide more information about your
competitors in each of the material markets that you compete in. Clarify if there are any
national competitors with similar or larger size or scope.
Government Regulations, page 142
14.You briefly reference environmental laws and regulations. Please clarify if any of the
federal energy efficiency laws or standards that apply to the HVAC industry materially
affect your business.
Description of Certain Indebtedness, page 166
15.Please expand your discussion of the effect of the restrictive covenants as to your ability
to implement your M&A Strategy. It is unclear the extent that your lenders will be
involved in your ability to enter mergers, divestitures, transactions with Holdings, or
raise additional financing. To the extent there are any materiality thresholds or terms,
please clarify.
Description of Capital Stock, page 171
16.You disclose that holders of your Class B and Class A common stock will vote together
as a single class on all matters submitted to a vote of stockholders except for certain
amendments to your certificate of incorporate or as “otherwise required by law." Please
briefly describe the circumstances under which a separate vote by each of your Class A
and Class B common stock would be required by law.
General
We note disclosure throughout the filing of “combined” net sales for the year ended
December 31, 2024, of $3.1 billion, and a related estimated 8% of the $40 billion market
share held as of that same date, which assumes the acquisition of AprilAire on January 1,
2024. Also, the image disclosed on pages 2 and 117 includes combined net sales for
fiscal years 2024 and 2023 as if AprilAire had been acquired as of the beginning of those
periods presented. Please clarify how intercompany sales between the company and
AprilAire, if any, are reflected in the combined sales amounts. Tell your basis for
providing combined information for periods in which you did not own AprilAire and the 17.

January 27, 2026
Page 4
specific guidance you relied upon. In your response, address how you considered the
guidance in Rule 11-02(c)(2)(i) of Regulation S-X. In addition, where you present this
supplemental combined net sales information, revise to also include a discussion of the
historical net sales for Madison Solutions only with equal or greater prominence.
18.We note your inclusion of various images throughout the filing (i.e., pages 2, 3, 117 and
cover page graphics) that include certain non-GAAP information such as Adjusted
EBITDA Margin and Free Cash Flow Conversion percentage without disclosure of
related GAAP measures. Similarly, you disclose compound annual growth rate (CAGR)
of Adjusted EBITDA from January 1, 2020, to October 31, 2025, on page 12 without
presenting CAGR of GAAP net income for the same period. Please revise to present the
related GAAP measures with equal or greater prominence. Refer to Item 10(e)(1)(i) of
Regulation S-K and Question 102.10(a) of the Non-GAAP C&DIs.
19.Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.
            Please contact Brittany Ebbertt at 202-551-3572 or Kathleen Collins at 202-551-3499 if
you have questions regarding comments on the financial statements and related matters. Please
contact Edwin Kim at 202-551-3297 or Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:A.J. Million, Esq.