Form SCHEDULE 13G Madison Air Solutions Filed by: BERTARELLI ERNESTO
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Madison Air Solutions Corp (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
(CUSIP Number) |
05/15/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Ernesto Bertarelli | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SWITZERLAND
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
44,841,071.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
25.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Rows 6, 8 and 9 include (i) 37,616,998 shares of Class A common stock held by K.C. Armada, LP and (ii) 7,224,073 shares of Class A common stock held by Kedge Capital Principal Opportunities V, LP. Ernesto Bertarelli may be deemed to beneficially own the shares held by K.C. Armada, LP and Kedge Capital Principal Opportunities V, LP.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
KC Armada LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
JERSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
37,616,998.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
21.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Rows 6, 8 and 9 represent 37,616,998 shares of Class A common stock held by K.C. Armada, LP.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Madison Air Solutions Corp | |
| (b) | Address of issuer's principal executive offices:
444 West Lake Street, Suite 4460 Chicago IL 60606 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is filed by Ernesto Bertarelli and K.C. Armada, LP, a Jersey limited partnership (each a "Reporting Person" and collectively the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
The principal business address for the Reporting Persons is Gaspe House, 2nd Floor, 66-72 Esplanade, St Helier, JE1 1GH Jersey. | |
| (c) | Citizenship:
The information set forth in Row 4 of the cover page for each of the Reporting Persons is incorporated herein by reference. | |
| (d) | Title of class of securities:
Class A Common Stock | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information set forth in Row 9 of the cover page for each of the Reporting Persons is incorporated herein by reference. | |
| (b) | Percent of class:
The information set forth in Row 11 of the cover page for each of the Reporting Persons is incorporated herein by reference.
[The percentages of class set forth in this Schedule 13G are calculated based upon an aggregate of 176,888,113 shares of Class A common stock outstanding as of April 17, 2026, as reported in the Issuer's Prospectus on Form 424B4 filed with the Securities and Exchange Commission on April 17, 2026.]
%
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
The information set forth in Row 5 of the cover page for each of the Reporting Persons is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information set forth in Row 6 of the cover page for each of the Reporting Persons is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information set forth in Row 7 of the cover page for each of the Reporting Persons is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information set forth in Row 8 of the cover page for each of the Reporting Persons is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1: Joint Filing Agreement
Exhibit 99.2: Power of Attorney
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ATTACHMENTS / EXHIBITS
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