Adagio Medical Holdings Inc 2024年度报告

For the fiscal year ended December 31, 2024 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from toCommission file number: 001-42199 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 ; 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 thatthe 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 emerginggrowth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of theExchange Act. Accelerated filerSmaller reporting companyEmerging growth company Large accelerated filerNon-accelerated filer 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 revisedfinancial accounting standards provided pursuant to Section 13(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 filing reflectthe 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 any ofthe 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 Rule 12b-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 was no established public market for theRegistrant's common stock. Therefore, the aggregate market value of its common stock held by non-affiliates as of such date cannot be calculated. TheRegistrant's common stock began trading on the Nasdaq Capital Market on August 1, 2024. As of March 21, 2025, there were 15,381,565 shares 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 by referenceinto 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 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 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities84Item 6. Reserved84Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations85Item 7A. Quantitative and Qualitative Disclosures About Market Risk107Item 8. Financial Statements and Supplementary Data108Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure164Item 9A. Controls and Procedures164Item 9B. Other Information165Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections165PART IIIItem 10. Directors, Executive Officers and Corporate Governance165Item 11. Executive Compensation166Item 12. Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters166Item 13. Certain Relationships and Related Transactions, and Director Independence166Item 14. Principal Accounting Fees and Services166PART IVItem 15. Exhibits and Financial Statement Schedules167Item 16. Form 10-K Summary168Signatures169 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