Adagio Medical Holdings Inc美股招股说明书(2025-05-15版)

PROSPECTUS SUPPLEMENTTo Prospectus dated February 7, 2025 Up to 73,333 Shares of Common StockUp to 31,145,319 Shares of Common Stock Issuable Upon Conversion of NotesUp to 600,000 Shares of Common Stock Issuable Upon Exercise of Warrants Adagio Medical Holdings, Inc. This prospectus supplement updates and supplements the information contained in the prospectus datedFebruary 7, 2025 (as may be supplemented or amended from time to time, the “Prospectus”), which forms part ofour registration statement on Form S-1 (File No. 333-284263) with the information contained in our QuarterlyReport on Form 10-Q that was filed with the Securities and Exchange Commission on May 15, 2025 (the “QuarterlyReport”). Accordingly, we have attached the Quarterly Report to this prospectus supplement. The Prospectus and this prospectus supplement relate to the offer, sale or other disposition from time to time ofup to 31,818,652 shares of our common stock, $0.0001 par value per share (the “Common Stock”), by the sellingstockholders named in this prospectus or their permitted transferees (the “selling stockholders”), consisting of (i)73,333 shares of Common Stock (the “Registration Delay Shares”) issued pursuant to the terms of the ConvertWaivers (as defined below), (ii) up to 31,145,319 shares of Common Stock (excluding the shares of Common Stockunderlying the Warrants (as defined below)) (the “Convertible Note Shares”) issuable upon the conversion of thosecertain 13% senior secured convertible notes, with a conversion price of $10.00 per share, subject to adjustment (the“Convertible Notes”) issuable pursuant to that certain securities purchase agreement, dated February 13, 2024, byandamongusandthosecertaininvestors(the“ConvertInvestors”),andanyassignmentthereunder(the“Convertible Security Subscription Agreement”), and that certain note purchase agreement, dated February 13,2024, by and among us, Adagio Medical, Inc., a Delaware corporation, and that certain investor party thereto, and(iii) up to 600,000 shares of Common Stock (the “Warrant Shares”) issuable upon exercise of those warrants topurchase shares of Common Stock, with an exercise price of $24.00 per share (the “Warrants”), issued pursuant tothe Convertible Security Subscription Agreement. You should read this prospectus supplement in conjunction with the Prospectus. This prospectus supplement isqualified by reference to the Prospectus except to the extent that the information in this prospectus supplementsupersedes the information contained in the Prospectus. This prospectus supplement is not complete without, andmay not be delivered or utilized except in connection with, the Prospectus. If there is any inconsistency between theinformation in the Prospectus and this prospectus supplement, you should rely on the information in this prospectussupplement. Terms used in this prospectus supplement but not defined herein shall have the meanings given to suchterms in the Prospectus. Our Common Stock is listed on The Nasdaq Capital Market under the symbol “ADGM”. On May 15, 2025, thelast reported sales price of our Common Stock was $1.22 per share. We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have electedto comply with reduced public company reporting requirements. This prospectus complies with the requirementsthat apply to an issuer that is an emerging growth company. Investing in our securities involves a high degree of risk. You should review carefully the risks anduncertainties described in the section titled “Risk Factors” beginning on page 10 of the prospectus, and undersimilar headings in any amendments or supplements to the prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapprovedofthesesecurities,orpassedupontheaccuracyoradequacyoftheprospectus.Anyrepresentation to the contrary is a criminal offense. The date of this prospectus supplement is May 15, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the quarter ended March 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was requiredto submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated fil