Adagio Medical Holdings Inc 2024年度报告

FORM10-K ADAGIO MEDICAL HOLDINGS,INC. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (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 emerginggrowth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 ofthe Exchange Act. 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 orrevised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by anyof the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ As of June 30, 2024, the last business day of the Registrant's most recently completed second fiscal quarter, there wasnoestablished public market forthe Registrant's common stock. Therefore, the aggregate market value of its common stock held by non-affiliates as of such date cannot be calculated.The Registrant's common stock began trading on the Nasdaq Capital Market on August 1, 2024. As ofMarch 21, 2025, there were15,381,565shares of common stock, $0.0001 par value, issued and outstanding.DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Proxy Statement to be filed in connection with the registrant’s 2025 annual general meeting of shareholders are incorporated byreference into Part III of this Form 10 K. ADAGIO MEDICAL HOLDINGS,INC.Annual Report on Form 10-KFor the Fiscal Year Ended December 31, 2024 TABLE OF CONTENTS Statement Regarding Forward Looking Statements PART I Item 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety Disclosures 9278383838384 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities84Item 6. Reserved84Item 7. Management’s Discussion and Analysis of Financial Condition and Results ofOperations85Item 7A. Quantitative and Qualitative Disclosures About Market Risk107Item 8. Financial Statements and Supplementary Data108Item 9. Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure164Item 9A. Controls and Procedures164Item 9B. Other Information165Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections165 PART III Item 10. Directors, Executive Officers and Corporate Governance165Item 11. Executive Compensation166Item 12. Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters166Item 13. Certain Relationships and Related Transactions, and Director Independence166Item 14. Principal Accounting Fees and Services166 PART IV Item 15. Exhibits and Financial Statement Schedules167Item 16. Form 10-K Summary168 Signatures169 Unless the context indicates otherwise, references in this Annual Report to the “Company,”“Adagio,” “Successor,” “we,” “us,” “our” and similar terms refer to Adagio Medical Holdings, Inc.(f/k/a Aja Holdco, Inc.) and its consolidated subsidiaries. References to “ListCo” refer to Aja Holdco,Inc. prior to the consummation of the Business Combination (as defined below). On July 31, 2024, or the Closing Date (as defined below), ARYA Sciences Acquisition Corp IV, aCayman Islands exempted company (“ARYA”), Aja Holdco, Inc. (“ListCo”), a Delaware corporationand wholly-owned subsidiary of ARYA, Aja Merger Sub 1, a Cayman Islands exempted company andwholly-owned subsidiary of ListCo (“ARYA Merger Sub”), Aja Merger Sub 2, Inc., a Delawarecorporation and wholly-owned subsidiary of ListCo (“Company Merger Sub”), and Adagio Medical,