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

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 prospectusdated February 7, 2025 (as may be supplemented or amended from time to time, the “Prospectus”),which forms part of our registration statement on Form S-1 (File No. 333-284263) with theinformation contained in our Quarterly Report on Form 10-Q that was filed with the Securities andExchange Commission on May 15, 2025 (the “Quarterly Report”). Accordingly, we have attached theQuarterly Report to this prospectus supplement. The Prospectus and this prospectus supplement relate to the offer, sale or other disposition fromtime to time of up to 31,818,652 shares of our common stock, $0.0001 par value per share (the“Common Stock”), by the selling stockholders named in this prospectus or their permitted transferees(the “selling stockholders”), consisting of (i) 73,333 shares of Common Stock (the “Registration DelayShares”) issued pursuant to the terms of the Convert Waivers (as defined below), (ii) up to 31,145,319shares of Common Stock (excluding the shares of Common Stock underlying the Warrants (as definedbelow)) (the “Convertible Note Shares”) issuable upon the conversion of those certain 13% seniorsecured 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 February13, 2024, by and among us and those certain investors (the “Convert Investors”), and any assignmentthereunder (the “Convertible Security Subscription Agreement”), and that certain note purchaseagreement, 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 “WarrantShares”) issuable upon exercise of those warrants to purchase shares of Common Stock, with anexercise price of $24.00 per share (the “Warrants”), issued pursuant to the Convertible SecuritySubscription Agreement. You should read this prospectus supplement in conjunction with the Prospectus. This prospectussupplement is qualified by reference to the Prospectus except to the extent that the information in thisprospectus supplement supersedes the information contained in the Prospectus. This prospectussupplement is not complete without, and may not be delivered or utilized except in connection with,the Prospectus. If there is any inconsistency between the information in the Prospectus and thisprospectus supplement, you should rely on the information in this prospectus supplement. Terms usedin this prospectus supplement but not defined herein shall have the meanings given to such terms in theProspectus. Our Common Stock is listed on The Nasdaq Capital Market under the symbol “ADGM”. On May15, 2025, the last 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 elected to comply with reduced public company reporting requirements. This prospectuscomplies with the requirements that apply to an issuer that is an emerging growth company. Investing in our securities involves a high degree of risk. You should review carefully therisks and uncertainties described in the section titled “Risk Factors” beginning on page 10 of theprospectus, and under similar headings in any amendments or supplements to the prospectus. Neither the Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities, or passed upon the accuracy or adequacy of theprospectus. Any representation 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 FORM10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the quarter ended March 31, 2025 ADAGIO MEDICAL HOLDINGS,INC. (Exact Name of Registrant as Specified in Its Charter) Indicate by check mark whether the registrant (1)filed all reports required to be filed by Section13 or 15(d)of the Exchange Act during the past12months (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 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submitsuch files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer