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  CORRESP

  VIA EDGAR SUBMISSION

April 13, 2026

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attention:	Brittany Ebbertt

Kathleen Collins

Edwin Kim

Jan Woo

Re:	Madison Air Solutions Corporation

Registration Statement on Form S-1

Registration File No. 333-294156

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, Madison Air Solutions Corporation (the “Company”) hereby requests that the effective date for the Registration Statement referred to above (the “Registration Statement”) be accelerated so that it will become effective at 4:00 p.m., Eastern Time, on April 15, 2026, or as soon thereafter as is practicable.

Please contact Robert Goedert, P.C. at (312) 862-7317 or, in his absence, A.J. Million at (312) 862-3393, both of Kirkland & Ellis LLP, the Company’s legal counsel, when the Registration Statement has been declared effective or if you have any other questions or concerns regarding this matter.

Thank you in advance for your assistance.

* * * * *

     Very truly yours,

     MADISON AIR SOLUTIONS CORPORATION

     By:

     /s/ Jill Wyant

     Name: Jill Wyant

     Title: President and Chief Executive Officer

Cc:	Jill Wyant, President and Chief Executive Officer, Madison Air Solutions Corporation

	John Lavorato, General Counsel, Madison Air Solutions Corporation

Robert M. Hayward, P.C., Kirkland & Ellis LLP

Robert E. Goedert, P.C., Kirkland & Ellis LLP

A.J. Million, Kirkland & Ellis LLP

John L. Savva, Sullivan & Cromwell LLP

Catherine M. Clarkin, Sullivan & Cromwell LLP

CORRESP
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  CORRESP

     Goldman Sachs & Co. LLC

200 West Street,

New York, New York 10282

     Barclays Capital Inc.

745 Seventh Avenue

New York, New York
10019

     Jefferies LLC

520 Madison Avenue

New York, New York
10022

     Wells Fargo Securities, LLC

500 West 33rd Street, 14th
Floor

New York, New York 10001

April 13, 2026

VIA EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance
Office of Technology
100 F Street, N.E.
Washington, D.C. 20549

     Attention:

     Brittany Ebbertt

     Kathleen Collins

     Edwin Kim

     Jan Woo

     Re:

     Madison Air Solutions Corporation

     Registration Statement on Form S-1 (File No. 333-294156)

Ladies and Gentlemen:

In connection with the above-captioned Registration Statement, pursuant to Rule 460 under the Securities Act of 1933, as amended (the “Act”), we wish to advise you that there will be distributed to each underwriter or dealer who is reasonably anticipated to participate in the distribution of the security, as many copies of the Preliminary Prospectus, dated April 6, 2026, as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

We have been informed by the participating underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

In accordance with Rule 461 under the Act, we hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m., Eastern Time, on April 15, 2026, or as soon thereafter as practicable, or at such other time as the registrant or its counsel may request by telephone call to the Staff of the Division of Corporation Finance of the Securities and Exchange Commission.

[Signature page follows]

  Very truly yours,

GOLDMAN SACHS & CO. LLC

BARCLAYS CAPITAL INC.

JEFFERIES LLC

WELLS FARGO SECURITIES, LLC

As Representatives of the Underwriters

     GOLDMAN SACHS & CO. LLC

     By:

     /s/ Ryan Cunn

     Name: Ryan Cunn

     Title: Managing Director

     BARCLAYS CAPITAL INC.

     By:

     /s/ Michaela Diverio

     Name: Michaela Diverio

     Title: Managing Director

     JEFFERIES LLC

     By:

     /s/ Ashley Walker

     Name: Ashley Walker

     Title: Managing Director

     WELLS FARGO SECURITIES, LLC

     By:

     /s/ Christie MacDonald

     Name: Christie MacDonald

     Title: Managing Director

CORRESP
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  CORRESP

     Robert Goedert, P.C.

To Call Writer Directly:
+1 312 862 7317

robert.goedert@kirkland.com

     333 West Wolf Point Plaza

Chicago, IL 60654

United States

+1 312 862 2000

www.kirkland.com

     Facsimile:
+1 312 862 2200

  March 9, 2026

Via EDGAR Submission

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

     Attention:

     Brittany Ebbertt

     Kathleen Collins

     Edwin Kim

     Jan Woo

     Re:

     Madison Air Solutions Corporation

     Amendment No. 1 to Draft Registration Statement on Form S-1

     Submitted February 4, 2026

     CIK No. 0002098430

Ladies and Gentlemen:

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation S-T thereunder, Madison Air Solutions Corporation, a Delaware corporation (the “Company”), has today filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1 (the “Registration Statement”).

On behalf of the Company, we are writing to respond to the comments raised in the letter to the Company, dated February 23, 2026, from the staff of the SEC (the “Staff”). The Company’s responses below correspond to the captions and numbers of those comments (which are reproduced below in italics). Where applicable, we have also referenced in the Company’s responses set forth below the appropriate page numbers of the revised prospectus contained in the Registration Statement (the “Prospectus”) that address the Staff’s comments. In addition to addressing comments raised by the Staff in its letter, the Company has revised the Registration Statement to update certain other disclosures. Capitalized terms used in this letter but not otherwise defined have the meanings assigned to them in the Prospectus.

     Austin Bay Area Beijing Boston Brussels Dallas Frankfurt Hong Kong Houston London Los Angeles Miami Munich New York Paris Philadelphia Riyadh Salt Lake City Shanghai Washington, D.C.

     United States Securities and Exchange
Commission

March 9, 2026

Page 2

  Prospectus Summary

Overview, page 1

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 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.

Response

In response to the Staff’s comment, the Company has revised the Registration Statement to remove references to Combined Company Net Income (Loss) Margin and Combined Company Adjusted EBITDA Margin on pages 2 and 117.

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.

Response

In response to the Staff’s comment, the Company has revised the historical organizational structure chart on pages 21 and 168 of the Registration Statement and has included a definition for Kedge and Madison IAS Investors in the glossary on page iv of the Registration Statement. Additionally, the Company has added a statement that Kedge is an unaffiliated institutional investor on pages 21 and 169 of the Registration Statement.

     United States Securities and Exchange
Commission

March 9, 2026

Page 3

  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.

Response

In response to the Staff’s comment, the Company has revised the disclosure on pages iv, 21, 22, and 169 of the Registration Statement to clarify that the entities listed in its organizational chart are holding companies. Additionally, the Company advises the Staff that none of the LLC entities owned, directly or indirectly, by Madison Industries IAQ Solutions Corporation and listed in the Organizational Chart has any assets other than equity interests in the entity immediately beneath it in the organizational structure, and none of these LLC entities conducts or has ever conducted any business other than the ownership of securities of its direct subsidiary.

Additionally, the Company advises the Staff that securities of Madison IAQ Holdings III LLC were issued in connection with one or more acquisitions to prior owners and management of certain acquired businesses. Creation of the other LLC entities did not involve any issuance of equity as consideration for acquisitions.

Further, the Company advises the Staff that when the Company has acquired businesses, those businesses have been fully integrated into the Company’s business as a whole and are operated as part of the Company’s enterprise. Other than the separate ownership which is reflected in the historical organizational structure chart included in the Registration Statement, there is no separate ownership at any operating company level.

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.

     United States Securities and Exchange
Commission

March 9, 2026

Page 4

  Response

The Company acknowledges the Staff’s comment and advises the Staff that Mr. Gies does not own an economic interest in Co-Investors LLC. The Manager of Co-Investors LLC is Madison Industries Holdings LLC, an entity managed by Mr. Gies. No individual investor in Co-Investors LLC is an affiliate or has a material economic interest in the Company as a result of their interest in Co-Investors LLC.

Additionally, the Company has revised the disclosure regarding Co-Investors LLC by adding the bolded text and removing the strikethrough text below on pages 22, 25, 169 and 172 of the Registration Statement:

Holdings, an entity managed by our Founder, Larry Gies, will serve as the sole manager of Co-Investors LLC, but will not otherwise have an economic interest in Co-Investors LLC. By virtue of Mr. Gies’ control of Holdings, as the sole manager of Co-Investors LLC, Mr. Gies may and, accordingly, will be deemed to beneficially own all shares of Class A common stock held by Co-Investors LLC.

Further, the Company has revised the disclosure on page 18 of the Registration Statement to include the text below:

Following the completion of this offering, our Founder, through his ownership of Holdings, is expected to maintain the single largest economic interest in the Company, at over 15%, aligning his financial interests with those of our public stockholders.

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.

Response

The Company acknowledges the Staff’s comment and respectfully advises the staff that only shares of Class B common stock, and not shares of Class A common stock, will be issued to Holdings as part of the Organizational Transactions. Additionally, the Company advises the Staff that it will rely on Rule 506(b) of Regulation D under the Securities Act in lieu of filing a registration statement for the shares of (i) Class A

     United States Securities and Exchange
Commission

March 9, 2026

Page 5

  common stock issued to Kedge, the IAQ Holdings II Investors and the IAQ Holdings III Investors and (ii) shares of Class B common stock issued to Holdings in connection with the Organizational Transactions. Additionally, the Company advises the Staff that it has considered Rule 145 under the Securities Act and determined that it is not applicable to the shares of Class A common stock issued pursuant to the merger of MIAS Merger Sub, LLC with and into Madison Indoor Air Solutions LLC.

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.

Response

In response to the Staff’s comment, the Company has revised the disclosure beginning on page 78 of the Registration Statement to include a discussion of each transaction for which it is giving pro forma effect.

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.

Response

The Company acknowledges the Staff’s comment and advises the Staff that it has evaluated the need for a separate column for adjustments to depict the Company as an autonomous entity with reference to Article 11-02(a)(6)(ii) of Regulation S-X, and it has concluded that there are no material incremental costs beyond those reflected in the historical financial statements which are expected to be incurred as a separate stand-alone entity. The historical financial statements reflect an allocation of costs associated with tax support provided by Holdings and indirect management and corporate service costs allocated to us from Holdings. We do not anticipate any materially incremental costs as a stand-alone Company. Accordingly, the Company did not include a separate column for autonomous entity adjustments in the pro forma financial statements.

     United States Securities and Exchange
Commission

March 9, 2026

Page 6

  Additionally, in response to the Staff’s comment, the Company has revised the Registration Statement to include additional disclosure on page 79 addressing its considerations as follows:

The unaudited pro forma combined financial information does not include any Autonomous Entity Adjustments as the Company does not expect the costs associated with operating on a standalone basis to increase materially from the allocated costs reflected in the historical consolidated financial statements. Refer to the section entitled “Certain Relationships and Related Party Transactions” for more information on historical costs previously allocated to us related to Management Advisory and Consulting Services and the Transition Services Agreement.

Business

Commercial Segment, page 105

8.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 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.

Response

In response to the Staff’s comment, the Company has revised the disclosure on page 121 of the Registration Statement to include the text below to clarify that it provides specialized HVAC solutions rather than traditional HVAC solutions as part of its Commercial Segment:

Through our Nortek Air Solutions and Nortek Data Center Cooling businesses, we provide custom and semi-custom HVAC solutions, including air handling units, cooling distribution units and packaged systems specialized for healthcare, education, semiconductor fabrication and data centers. Our Nortek brand’s specialized solutions differentiate us from traditional HVAC providers that offer standard heating and cooling systems, which do not comprise a material portion of our Commercial segment net sales.

     United States Securities and Exchange
Commission

March 9, 2026

Page 7

  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.

Response

In response to the Staff’s comment, the Company has revised the disclosure on page 125 of the Registration Statement to include the text below to provide a more detailed description of its use of manufacturers’ sales representatives:

Our independent manufacturers’ sales representatives are third-party channel partners who act as intermediaries between our businesses and the end-users of our solutions. These representatives work directly with end-users and their contractors to market our solutions, organize and respond to requests for quotes, and coordinate delivery, startup and commissioning. Certain end-customers prefer purchasing through these third-party representatives because these firms bundle our solutions with other products needed for their projects. Our manufacturers’ sales representatives are incentivized through sales commissions.

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 opera

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.

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.