Adagio Medical Holdings Inc美股招股说明书(2025-08-14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 February7, 2025 (as may be supplemented or amended from time to time, the “Prospectus”), whichforms part of our registration statement on FormS-1 (File No.333-284263) with the informationcontained in our Quarterly Report on Form10-Q that was filed with the Securities and ExchangeCommission on August[13], 2025 (the “Quarterly Report”). Accordingly, we have attached the QuarterlyReport to this prospectus supplement. The Prospectus and this prospectus supplement relate to the offer, sale or other disposition from timeto time of up to 31,818,652 shares of our common stock, $0.0001 par value per share (the “CommonStock”), by the selling stockholders named in this prospectus or their permitted transferees (the “sellingstockholders”), consisting of (i)73,333 shares of Common Stock (the “Registration Delay Shares”) issuedpursuant to the terms of the Convert Waivers (as defined below), (ii)up to 31,145,319 shares of CommonStock (excluding the shares of Common Stock underlying the Warrants (as defined below)) (the“Convertible NoteShares”) issuable upon the conversion of those certain 13% senior secured convertiblenotes, 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 usand those certain investors (the “Convert Investors”), and any assignment thereunder (the “ConvertibleSecurity Subscription Agreement”), and that certain note purchase agreement, dated February13, 2024, byand 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 thosewarrants to purchase shares of Common Stock, with an exercise price of $24.00 per share (the“Warrants”), issued pursuant to the Convertible Security Subscription 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 thisprospectussupplement supersedes the information contained in the Prospectus.This prospectussupplement is not complete without, and may not be delivered or utilized except in connection with, theProspectus. If there is any inconsistency between the information in the Prospectus and this prospectussupplement, you should rely on the information in this prospectus supplement. Terms used in thisprospectus 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”. OnAugust12, 2025, the last reported sales price of our Common Stock was $1.28 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 prospectus complieswith 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 the risksand uncertainties described in the section titled “Risk Factors” beginning on page10 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 August13, 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 quarterly period ended June 30, 2025 ADAGIO MEDICAL HOLDINGS,INC. (Exact Name of Registrant as Specified in Its Charter) Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject tosuch filing requirements for the 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