Adagio Medical Holdings Inc美股招股说明书(2025-02-07版)

This prospectus relates to the offer, sale or other disposition from time to time of up to 67,963,695shares of our common stock, $0.0001 par value per share (the “Common Stock”), by the sellingstockholders named in this prospectus or their permitted transferees (collectively, the “sellingstockholders”), consisting of (i) up to 7,951,913 shares of Common Stock (excluding the shares ofCommon Stock underlying the PIPE Warrants (as defined below)) (the “PIPE Shares”) and 110,000shares of Common Stock (the “Registration Delay Shares”) issued pursuant to the terms of the ConvertWaivers (as defined below), (ii) up to 670,000 shares of Common Stock issuable upon exercise of pre-funded warrants to purchase shares (the “Pre-Funded Warrant Shares”) of Common Stock, with anexercise price of $0.01 per share (the “Pre-Funded Warrants”), (iii) up to 7,528,727 shares of CommonStock (the “PIPE Warrant Shares”) issuable upon exercise of warrants to purchase shares of CommonStock, with an exercise price of $10.00 per share (the “PIPE Warrants”), in each of cases (i) through(iii), issued pursuant to those certain amended and restated subscription agreements, dated July 31, 2024(the “Subscription Agreements”), by and among us, ARYA Sciences Acquisition Corp IV, a CaymanIslands exempted company (“ARYA”), and certain selling stockholders named therein (the “PIPEInvestors”) at an effective price of approximately $7.10 per PIPE Share and/or Pre-Funded Warrant,(iv) up to 46,717,980 shares of Common Stock (excluding the shares of Common Stock underlying theConvert Warrants (as defined below)) (the “Convertible Note Shares”) issuable upon the conversion ofthose certain 13% senior secured convertible notes, with a conversion price of $10.00 per share, subjectto adjustment as provided in the Convertible Security Subscription Agreement (as defined below), (the“Convert Notes”), (v) up to 900,000 shares of Common Stock (the “Convert Warrant Shares”) issuableupon exercise of warrants to purchase shares of Common Stock, with an exercise price of $24.00 pershare, subject to adjustment as provided in such warrants (the “Convert Warrants” and, together with thePIPE Warrants, the “Warrants”), in each of cases (iv) and (v), issued pursuant to that certain securitiespurchase agreement, dated February 13, 2024, by and among us and certain investors named therein (the“Convert Investors”), and any assignment thereunder (the “Convertible Security SubscriptionAgreement”), and that certain note purchase agreement, dated February 13, 2024, by and among us,Adagio Medical, Inc., a Delaware corporation, and Perceptive Life Sciences Master Fund, Ltd, aCayman Islands exempted company (the “2024 Bridge Financing Note Subscription Agreement”), (vi) upto 2,354,100 shares issued to ARYA Sciences Holdings IV, a Cayman Islands exempted company (the“Sponsor”), consisting of 499,000 shares of Common Stock that were initially issued to Sponsor in aprivate placement as Class A ordinary shares of ARYA at a price of $10.00 per share and exchanged forshares of Common Stock at Closing (as defined below) (the “Sponsor Class A Conversion Shares”),1,500,000 shares of Common Stock that were initially issued to Sponsor as Class B ordinary shares ofARYA at an effective price of approximately $0.007 per share and exchanged for shares of CommonStock at Closing (the “Sponsor Class B Conversion Shares”), and 355,100 shares of Common Stock thatwere originally issued to Sponsor as Class A ordinary shares of ARYA upon the conversion of certainconvertible promissory notes issued by ARYA at an effective price of $10.00 per share and exchangedfor shares of Common Stock at Closing (the “Sponsor Working Capital Shares”), (vii) up to 582,475shares of Common Stock, consisting of 492,475 shares of Common Stock issued to certain of our affiliates as consideration in connection with the Business Combination (as defined below) at an equityconsideration value of approximately $9.23 per share and 30,000 shares of Common Stock issued toeach of Michael Henderson, Todd Wider and Leslie Trigg (collectively, the “Independent ARYADirectors”), which were originally issued as Class B ordinary shares of ARYA, valued at approximately$0.007 per share, (viii) up to 1,147,500 shares of Common Stock issuable to the Sponsor that are subjectto share trigger price vesting and will vest if, prior to the tenth anniversary of the Closing, the post-Closing share price of Common Stock equals or exceeds $24.00 per share for any 20 trading days withinany 30 trading day period (the “Share Trigger Price Vesting”), which were originally issued as Class Bordinary shares of ARYA, valued at approximately $0.007 per share and exchanged for shares ofCommon Stock at Closing; and (ix) 1,000 shares of Common Stock issuable upon exercise of certainstock options assumed by us in connection with the consummation of the Business Combination held byour Chief Operating Officer with an exercise price of $1.67 per share. The selling stock