[SCHEDULE 13G/A] Madison Air Solutions Corp Amended Passive Investment Disclosure
Madison Air: Bertarelli may hold 20% of Class A shares
The stated ownership percentages use the issuer's share count as of July 28, 2026, plus shares issued in a private placement that closed September 1, 2026.
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Madison Air Solutions Corp (MAIR) reported that Ernesto Bertarelli may be deemed to beneficially own 53,611,595 Class A common shares, or 20.0% of the class. That amount includes 46,387,522 shares held by K.C. Armada, LP and 7,224,073 held by Kedge Capital Principal Opportunities V, LP. K.C. Armada, LP separately reported beneficial ownership of 46,387,522 shares, or 17.3%, with shared voting and dispositive power.
Key Figures
Ernesto Bertarelli beneficial ownership:53,611,595 sharesErnesto Bertarelli percentage of class:20.0%K.C. Armada, LP beneficial ownership:46,387,522 shares+4 more
7 metrics
Ernesto Bertarelli beneficial ownership53,611,595 sharesClass A common stock
Ernesto Bertarelli percentage of class20.0%Class A common stock
K.C. Armada, LP beneficial ownership46,387,522 sharesClass A common stock
K.C. Armada, LP percentage of class17.3%Class A common stock
Shares held by Kedge Capital Principal Opportunities V, LP7,224,073 sharesIncluded in Ernesto Bertarelli's reported beneficial ownership
Shares outstanding177,342,753 sharesAs of July 28, 2026
Shares issued in private placement90,108,130 sharesPrivate placement closed September 1, 2026
Key Terms
beneficially own, Shared Voting Power, Shared Dispositive Power
3 terms
beneficially ownregulatory
"may be deemed to beneficially own the shares held by"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
Shared Voting Powerregulatory
"Shared Voting Power 53,611,595.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
Shared Dispositive Powerregulatory
"Shared Dispositive Power 53,611,595.00"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many MAIR shares does Ernesto Bertarelli beneficially own?
Ernesto Bertarelli may be deemed to beneficially own 53,611,595 shares of Madison Air Solutions Corp Class A common stock, or 20.0% of the class. The amount includes 46,387,522 shares held by K.C. Armada, LP and 7,224,073 held by Kedge Capital Principal Opportunities V, LP.
How many MAIR shares does K.C. Armada, LP own?
K.C. Armada, LP reported beneficial ownership of 46,387,522 shares, or 17.3% of Madison Air Solutions Corp's Class A common stock. The reported shares are subject to shared voting and dispositive power.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Madison Air Solutions Corp
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
55658T105
(CUSIP Number)
09/30/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
55658T105
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
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
53,611,595.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
53,611,595.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
53,611,595.00
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)
20.0 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Rows 6, 8 and 9 include (i) 46,387,522 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
CUSIP Number(s):
55658T105
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
46,387,522.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
46,387,522.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
46,387,522.00
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)
17.3 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Rows 6, 8 and 9 represent 46,387,522 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.:
55658T105
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 177,342,753 shares of Class A common stock outstanding as of July 28, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 30, 2026, plus 90,108,130 shares of Class A common stock issued in the Issuer's private placement that closed on September 1, 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.
Not Applicable
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
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.
Ernesto Bertarelli
Signature:
/s/ Edward Butler
Name/Title:
Attorney-in-Fact for Ernesto Bertarelli
Date:
11/04/2026
KC Armada LP
Signature:
/s/ Andrew Le Gal
Name/Title:
Director of Kedge Capital PE FoF GP Limited, General Partner of KC Armada, LP
