Madison Air Solutions Corp-A美股招股说明书(2026-04-17版)

img145765083_0.jpg Class A Common Stock This is an initial public offering of shares of Class A common stock of Madison Air Solutions Corporation, par value $0.0000001 pershare. Madison Air Solutions Corporation is offering 82,692,308 shares of its Class A common stock to be sold in this offering. Prior to this offering, there was no public market for our Class A common stock. The initial public offering price per share is $27.00.We have been approved to list our Class A common stock on the New York Stock Exchange (“NYSE”) under the symbol “MAIR.” Following this offering, Madison Air Solutions Corporation will have two authorized classes of common stock: Class A common stockand Class B common stock. Each share of Class A common stock is entitled to one vote per share. Each share of Class B commonstock is entitled to 10 votes per share and, upon the occurrence of certain events described herein, will be converted into one share ofClass A common stock. All holders of Class A common stock and Class B common stock vote together as a single class except asotherwise required by applicable law or our certificate of incorporation. See “Description of Capital Stock.”Madison Industries Holdings LLC (“Holdings”), an entity controlled by our founder, Larry Gies, has entered into a subscription agreement with us pursuant to which Holdings agreed to purchase, and we agreed to sell, in a concurrent private placement transaction(the “concurrent private placement”), $100.0 million of Class B common stock at a price per share equal to the initial public offeringprice in this offering. The closing of the concurrent private placement is expected to be completed concurrently with the closing of thisoffering. We intend to rely upon the “private placement” exemption from the registration requirements of the Securities Act of 1933, asamended, provided by Section 4(a)(2) thereof and, accordingly, the shares of Class B common stock issued to Holdings in theconcurrent private placement will not be registered under the Securities Act. The underwriters will not receive any underwritingdiscount or commission on the shares of Class B common stock sold to Holdings in the concurrent private placement. Immediately following this offering and the concurrent private placement, all of our Class B common stock will be held by Holdings.Accordingly, Larry Gies will control 100% of the voting power over our outstanding Class B common stock, representingapproximately 95.2% of the voting power of our outstanding capital stock assuming no exercise of the underwriters’ option to purchaseadditional shares. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of theNYSE. See the section entitled “Management—Corporate Governance—Controlled Company Status.” In addition, pursuant to thedirector nomination agreement that we have entered into with Madison Industries Holdings LLC in connection with this offering, ourfounder, Larry Gies may initially nominate all of the directors of Madison Air Solutions Corporation. Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 35 to read about factors youshould consider before buying shares of our Class A common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. (1)See the section entitled “Underwriting” for a description of compensation payable to the underwriters.We have granted the underwriters the option to purchase up to an additional 12,403,846 shares of our Class A common stock at theinitial public offering price less the underwriting discount for a period of 30 days after the date of this prospectus. Counterpoint Global (Morgan Stanley Investment Management), Durable Capital Partners LP and HRTG GPE, LLC or one or moreinvestment vehicles managed thereby (collectively, the “cornerstone investors”) have, severally and not jointly, agreed to purchase anaggregate of $536.5 million in shares of Class A common stock in this offering at the initial public offering price. The shares of ClassA common stock to be purchased by the cornerstone investors are not subject to a lock-up agreement with the underwriters. Theunderwriters will receive the same underwriting discounts and commissions on any of our shares of Class A common stock purchasedby the cornerstone investors as they will from any other shares of Class A common stock sold to the public in this offering.The underwriters expect to deliver the shares of our Class A common stock against payment in New York, New York on or aboutApril 17, 2026.Joint Lead Book-Running Managers Table of Contents According to Ponemon Institute,Cost of Data Center Outages, January 2016.According to Meegle,Cleanroom Airflow Strategies,2025.According to Science News Explores,Stuffy classrooms ma