Madison Air Solutions CORP S-1/A Filing

Ticker: MAIR · Form: S-1/A · Filed: Apr 6, 2026

Sentiment: neutral

Filing Stats: 4,228 words · 17 min read · ~14 pages · Grade level 17 · Accepted 2026-04-06 06:54:47

Key Financial Figures

Filing Documents

Forward-Looking Statements

Forward-Looking Statements 69

Use of Proceeds

Use of Proceeds 71 Dividend Policy 72 Capitalization 73

Dilution

Dilution 75 Unaudited Pro Forma Combined Financial Information 77 Management’s Discussion and Analysis of Financial Condition and Results of Operations 86 A Letter to Prospective Shareholders 114

Business

Business 116 Management 143

Executive Compensation

Executive Compensation 149 Director Compensation 163 Principal Stockholders 164 Organizational Transactions 166 Certain Relationships and Related Party Transactions 173 Description of Certain Indebtedness 177

Description of Capital Stock

Description of Capital Stock 182 Shares Eligible for Future Sale 191 Material U.S. Federal Income Tax Consequences to Non-U.S. Holders 194

Underwriting

Underwriting 198 Legal Matters 210 Experts 211 Where You Can Find More Information 212 Index to Consolidated Financial Statements F- 1 Neither we nor any of the underwriters have authorized anyone to provide any information or make any representations other than those contained in this prospectus or in any free writing prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”). Neither we nor any of the underwriters take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our Class A common stock. Our business, financial condition, results of operations, and prospects may have changed since such date. For investors outside of the United States, neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States. Through and including     , 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. i Table of Contents Basis of Presentation Organizational Transac

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