UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-42199

ADAGIO MEDICAL HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		99-1151466
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

26051 Merit Circle, Suite 102
Laguna Hills, CA		92653

(Address of principal executive offices)		(Zip Code)

(949) 348-1188

(Issuer’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

	Trading	Name of each exchange
Title of each class	Symbol(s)	on which registered
Common Stock, par value $0.0001 per share	ADGM	The Nasdaq Stock Market LLC

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 23, 2024, there were 13,387,636 shares of common stock, $0.0001 par value, issued and outstanding.

		Page
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023	1

	Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2024	2

	Unaudited Condensed Statement of Changes in Stockholder’s Deficit for the Three and Six Months Ended June 30, 2024	3

	Unaudited Condensed Statement of Cash Flows for the Six Months Ended June 30, 2024	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	17

Item 4.	Controls and Procedures	17

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	19

Item 1A.	Risk Factors	19

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19

Item 3.	Defaults Upon Senior Securities	19

Item 4.	Mine Safety Disclosures	19

Item 5.	Other Information	19

Item 6.	Exhibits	20

SIGNATURES		22


	June 30,		December 31,
	2024		2023
	(Unaudited)
Total Assets	$	—	$	—

Liabilities and Stockholder’s Deficit
Liabilities
Accrued expenses	$	5,000	$	5,000
Total Liabilities		5,000		5,000

Stockholder’s Deficit:
Additional paid-in capital		2,134,199		—
One share of Common Stock, $0.0001 par value; 1,000 shares authorized; 1 share issued and outstanding as of June 30, 2024 and December 31, 2023		—		—
Accumulated deficit		(2,139,199)		(5,000)
Total stockholder’s deficit		(5,000)		(5,000)
Total Liabilities and Stockholder’s Deficit	$	—	$	—


	For the Three		For the Six
	Months Ended		Months Ended
	June 30, 2024		June 30, 2024
General and administrative expenses	$	—	$	—
Loss from operations		—		—
Subscription Agreement expense		(713,794)		(2,134,199)
Net loss	$	(713,794)	$	(2,134,199)

Weighted-average shares outstanding, basic and diluted		1		1
Net loss per share of common stock, basic and diluted	$	(713,794)	$	(2,134,199)


				Additional
	Stock			Paid-In		Accumulated		Stockholder’s
	Shares	Amount		Capital		Deficit		Deficit
Balance – December 31, 2023	1	$	—	$	—	$	(5,000)	$	(5,000)
Subscription Agreement expense	—		—		1,420,405		—		1,420,405

Net loss	—		—		—		(1,420,405)		(1,420,405)
Balance – March 31, 2024 (unaudited)	1		—		1,420,405		(1,425,405)		(5,000)
Subscription Agreement expense	—		—		713,794		—		713,794

Net loss	—		—		—		(713,794)		(713,794)
Balance – June 30, 2024 (unaudited)	1	$	—	$	2,134,199	$	(2,139,199)	$	(5,000)


	February 13, 2024
Base Share Price	$	10.00
Adjusted per Share (1.2X Purchase Price Ratio)	$	8.33
Adjusted Share price	$	7.00
Probability of Closing		75.00	%
Estimated fair value per Share at Closing	$	5.25


	June 21, 2024
Base Share Price	$	10.00
Adjusted per Share (1.2X Purchase Price Ratio)	$	8.33
Adjusted Share price	$	7.08
Probability of Closing		95.00	%
Estimated fair value per Share at Closing	$	6.73

No.		Description of Exhibit

2.1		Business Combination Agreement, dated as of February 13, 2024, by and among Aja HoldCo, Inc., ARYA Sciences Acquisition Corp IV, Aja Merger Sub 1, Aja Merger Sub 2, Inc. and Adagio Medical, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
2.2		Consent and Amendment No. 1 to the Business Combination Agreement, dated as of June 25, 2024, by and among ARYA Sciences Acquisition Corp IV and Adagio Medical, Inc. (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
3.1		Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
3.2		Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
4.1		Form of Base Warrant Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
4.2		Form of Pre-Funded Warrant Agreement (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
4.3		Form of Convert Warrant Agreement (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
4.4		Specimen Common Stock Certificate of New Adagio (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
10.1		Form of Convertible Security Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
10.2		Investor Rights Agreement, dated as of February 13, 2024, by and among ARYA, ListCo, the Perceptive PIPE Investor, the Sponsor and the other parties thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
10.3		Sponsor Letter Agreement, dated February 13, 2024, by and between ARYA Sciences Acquisition Corp, ARYA Sciences Holdings IV, Todd Wider, Michael Henderson, Leslie Trigg, Joseph Edelman, Adam Stone, Michael Altman, Konstantin Poukalov and Adagio Medical, Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
10.4		Form of Adagio Stockholder Transaction Support Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
10.5		Form of New Adagio 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
10.6		Form of New Adagio 2024 Key Employee Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
10.7		Form of New Adagio 2024 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
10.8		Form of New Adagio Indemnity Agreement (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
10.9		Convert Guaranty, dated as of July 31, 2024, by and among Adagio and the other parties thereto (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
10.10		Convert Security Document, dated as of July 31, 2024, by and among New Adagio, Adagio and the other parties thereto (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
10.11		Registration Rights Agreement dated as of July 31, 2024, by and among New Adagio, Perceptive Life Sciences Master Fund, Ltd. and the other parties thereto (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
10.12		Form of New Adagio Convertible Note (incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).

10.13		Form of Non-Redemption Subscription Agreement (incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
10.14		Form of Open Market Purchase Subscription Agreement (incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
10.15		Form of Subscription Agreement with Pre-Funded Warrant and Base Warrant (incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
10.16		PIPE Subscription Agreement, by and among the Perceptive PIPE Investor, ListCo and ARYA (incorporated by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
10.17		Amendment to PIPE Subscription Agreement, by and among the Perceptive PIPE Investor, ListCo and ARYA (incorporated by reference to Exhibit 10.17 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
10.18		Amended and Restated Subscription Agreement, by and among the Perceptive PIPE Investor, ListCo and ARYA (incorporated by reference to Exhibit 10.18 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
10.19		Form of Amended and Restated Subscription Agreement with Pre-Funded Warrant and Warrant (incorporated by reference to Exhibit 10.19 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
10.20		Form of Amended and Restated Open Market Purchase Subscription Agreement (incorporated by reference to Exhibit 10.20 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
10.21		Form of Amended and Restated Non-Redemption Subscription Agreement (incorporated by reference to Exhibit 10.21 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
10.22		2024 Bridge Financing Note Subscription Agreement, dated as of February 13, 2024, by and between ListCo, the Perceptive PIPE Investor and certain other investors thereto (incorporated by reference to Exhibit 10.22 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
10.23		Offer Letter, dated July 31, 2024, between Adagio Medical, Inc. and Olav Bergheim (incorporated by reference to Exhibit 10.23 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2024).
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		Inline XBRL Instance Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.


	ADAGIO MEDICAL HOLDINGS, INC.

Date: August 26, 2024		/s/ Olav Bergheim
	Name:	Olav Bergheim
	Title:	Chief Executive Officer

Date: August 26, 2024		/s/ John Dahldorf
	Name:	John Dahldorf
	Title:	Chief Financial Officer

SEC Form 10-Q filed by Adagio Medical Holdings Inc