SecProbe.io

February 23, 2026
Jill Wyant
Chief Executive Officer
Madison Air Solutions Corporation
444 West Lake Street, Suite 4460
Chicago, IL 60606
Re:Madison Air Solutions Corporation
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted February 4, 2026
CIK No. 0002098430
Dear Jill Wyant:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
January 27, 2026 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospect Summary
Overview, page 1
We note your response to prior comment 17. We also note your revised disclosures on
pages 2 and 102 of Combined Company Net Income (Loss) Margin and Combined
Company Adjusted EBITDA Margin for fiscal 2023 and 2024. Please note that it is not
appropriate to merely combine information for pre- and post-transaction periods without
reflecting all relevant pro forma adjustments required by Article 11 of Regulation S-X.
To the extent you determine that a supplemental discussion in MD&A based on pro
forma information is appropriate, then the pro forma information may be presented in a
format consistent with Article 11 of Regulation S-X but should be limited to only the 1.

February 23, 2026
Page 2
most recent fiscal year and interim period prior to the transaction (i.e., fiscal 2024). A
supplemental discussion based on pro forma financial information for fiscal 2023, if
deemed relevant, should be limited to only revenue and cost of revenue. Please revise.
Organizational Transactions, page 19
2.We note your revised disclosure and response to prior comment 5. Please revise to
complete the ownership percentages in your historical organizational structure chart on
pages 20 and 153. Also, revise to include a definition for both Kedge Capital (“Kedge”)
and Madison IAS Investors in your glossary on page iv. For Kedge, specifically state
whether this is an unaffiliated entity or a related party.
3.We note your responses to prior comments 7 and 8 regarding your organizational
structure and Organizational Transactions. For each entity listed in your organization
chart, please briefly describe its operations or clarify if it is a holding company. For the
LLC entities owned, directly or indirectly, by Madison Industries IAQ Solutions
Corporation (MIAQ Solutions), please clarify whether these separate LLCs were created
when underlying businesses were purchased by Holdings and LLC units were issued to
the prior owners and management, and/or institutional investors.
4.With respect to Madison Industries Co-Investors LLC (Co-Investors LLC), please
provide information about the ownership distribution of Madison IAS Investors and Co-
investors LLC. For example, clarify whether Mr. Gies owns a majority economic interest
in either entity, or if any other investor is an affiliate or has a material economic interest
in each of these LLCs.
5.We note your response to prior comment 9 regarding your spin-off transaction as part of
your Organizational Transactions. We note you briefly mention on page 19 that Class A
and Class B shares of the public holding company will be issued to Holdings as part of
the spin-off, but these Class A shares are not reflected in your organizational chart.
Please advise. Further, please describe the exemption(s) you will rely on in lieu of filing
a registration statement for the spin-off distribution.
Unaudited Pro Forma Combined Financial Information, page 73
6.Please revise the introductory paragraphs to include a discussion of each transaction for
which you are giving pro forma effect such as the Organizational Transaction and
Financing Transaction. Refer to Article 11-02(a)(2) of Regulation S-X.
7.We note your revised disclosures in response to prior comment 9 where you added a
Transaction Accounting column to reflect adjustments related to the Organizational
Transactions, including the spin-off from Madison Industries International. Please tell us
your consideration to also include a separate column for adjustments necessary to
depict the company as an autonomous entity. Refer to Article 11-02(a)(6)(ii) of
Regulation S-X.
Business
Commercial Segment, page 105
We note your response to prior comment 3 regarding the divestiture of Nortek Global
HVAC LLC, consisting of the Nortek HVAC systems for the residential and
manufactured housing end-markets, and it appears that you retained the commercial 8.

February 23, 2026
Page 3
operations of the Nortek business. On pages 106 to 108 you describe operating the
Nortek Data Center Cooling business as part of your Air and Liquid Cooling platform
and Nortek Air Solutions business as part of your Air Handling platform. It appears that
these parts of your Nortek business are specialized products and services related to Data
Centers or Healthcare environments requiring highly engineered solutions versus
traditional HVAC solutions, such as standard HVAC products for office buildings.
Please clarify whether you still provide traditional HVAC systems, such as traditional
heating and cooling systems for office buildings, as part of the Nortek brand or
otherwise, as a material part of your Commercial Segment.
Strategic Channel Approach, page 109
9.We note your response to prior comment 11 regarding your use of manufacturers' sales
representatives. Please provide a more detailed description of these manufacturers' sales
representatives, including who they work for and a description of these manufacturers.
For example, clarify whether you mean sales representatives of your vendors that supply
products to you, OEMs that are your customers who in turn sell your products as part of
their systems to end users, or other types of distributors.
Our Decentralized Model, page 124
10.We note your response to prior comment 12 regarding your decentralized model. Please
clarify what you mean by "front-line teams" and at what level they operate. It is unclear,
for example, whether the existing management structure of an acquired business is
generally kept in place by the acquired entity, by brand, or solution type or whether your
operations are decentralized at the subsidiary level described on page 20.
Principal Stockholders, page 150
11.We note you removed the definitions for Investors LLC in your glossary on page iv.
However, you continue to refer to Investors LLC in footnote (2) to the table here. Please
clarify whether Madison IAS Investors is the same collective group as Investors LLC
and, if so, revise here to refer to the appropriate entity. If not, please how Investors LLC
relates to the pending transactions.
            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.