Adagio Medical Holdings Files S-1/A Amendment

TL;DR

Adagio Medical Holdings (fka Aja Holdco) filed an S-1/A amendment on Feb 4, 2025. IPO incoming?

AI Summary

Adagio Medical Holdings, Inc. filed a Pre-Effective Amendment No. 1 to its Form S-1 Registration Statement on February 4, 2025. This filing relates to the Securities Act of 1933 and is assigned SEC file number 333-284263. The company, formerly known as Aja Holdco, Inc. until January 4, 2024, is incorporated in Delaware and has its principal executive offices in Laguna Hills, California.

Why It Matters

This S-1/A filing indicates Adagio Medical Holdings is moving forward with its registration process, potentially signaling an upcoming public offering or other significant corporate action requiring SEC disclosure.

Risk Assessment

Risk Level: medium — As an S-1/A filing, it pertains to a company preparing for a public offering, which inherently carries market and execution risks.

Key Numbers

• 333-284263 — SEC File Number (Identifies the specific registration filing)
• 20250204 — Filing Date (Indicates when the amendment was submitted)

Key Players & Entities

• Adagio Medical Holdings, Inc. (company) — Registrant
• Aja Holdco, Inc. (company) — Former company name
• February 4, 2025 (date) — Filing date
• 333-284263 (registration_number) — SEC file number
• 26051 Merit Circle, Suite 102 Laguna Hills, California 92653 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — 31,818,652 shares of our common stock, $0.0001 par value per share (the " Common Stock
• $10.00 — tible notes, with a conversion price of $10.00 per share, subject to adjustment (the "
• $24.00 — Common Stock, with an exercise price of $24.00 per share (the " Warrants "), issued pu
• $11.56 — at a redemption price of approximately $11.56 per share, for an aggregate redemption
• $31,312,102 — gate redemption amount of approximately $31,312,102. This offering involves the potential s
• $1.24 — ted sales price of our Common Stock was $1.24 per share. We are an "emerging growth

Filing Documents

• tm2431771-5_s1a.htm (S-1/A) — 6868KB
• tm2431771d6_ex23-2.htm (EX-23.2) — 2KB
• tm2431771d6_ex23-3.htm (EX-23.3) — 3KB
• tm2431771d6_ex23-4.htm (EX-23.4) — 3KB
• pc_epmarketbreak-4clr.jpg (GRAPHIC) — 26KB
• bc_wwmarketsize-4clr.jpg (GRAPHIC) — 28KB
• lc_hazardratio-4clr.jpg (GRAPHIC) — 47KB
• lc_afstems-4clr.jpg (GRAPHIC) — 66KB
• bc_catheterablation-4clr.jpg (GRAPHIC) — 27KB
• pc_vtablations-4clr.jpg (GRAPHIC) — 20KB
• fc_benefitsofvtabla-4clr.jpg (GRAPHIC) — 52KB
• bc_usmarketofvtabla-4clr.jpg (GRAPHIC) — 35KB
• tb_ablationcatheter-4clr.jpg (GRAPHIC) — 38KB
• img_ultc-4clr.jpg (GRAPHIC) — 47KB
• bc_resultofcatheter-4clr.jpg (GRAPHIC) — 41KB
• lc_rfcryoballoonabla-4clr.jpg (GRAPHIC) — 30KB
• img_potentialmecha-4clr.jpg (GRAPHIC) — 72KB
• img_benefitsofpfca-4clr.jpg (GRAPHIC) — 38KB
• img_ventricularcath-4clr.jpg (GRAPHIC) — 47KB
• lg_withumadvisorytax-4c.jpg (GRAPHIC) — 11KB
• ft_withumadvisorytax-4clr.jpg (GRAPHIC) — 22KB
• 0001104659-25-009185.txt ( ) — 7767KB

Risk Factors

Risk Factors 10 Market and Industry Data 56

Use of Proceeds

Use of Proceeds 57 Determination of Offering Price 58 Market Information for Securities and Dividend Policy 59 Unaudited Pro Forma Condensed Combined Financial Information 60

Management's Discussion and Analysis of Financial Condition and Results of Operations of

Management's Discussion and Analysis of Financial Condition and Results of Operations of ARYA 69

Management's Discussion and Analysis of Financial Condition and Results of Operations of Adagio Medical

Management's Discussion and Analysis of Financial Condition and Results of Operations of Adagio Medical 88

Management's Discussion and Analysis of Financial Condition and Results of Operations of Adagio Holdings

Management's Discussion and Analysis of Financial Condition and Results of Operations of Adagio Holdings 108

Business

Business 131 Management 160

Executive Compensation

Executive Compensation 168 Certain Relationships and Related Party Transactions 174 Principal Stockholders 177 Selling Stockholders 179 Description of our Securities 181 Material U.S. Federal Income Tax Consequences 188 Plan of Distribution 191 Legal Matters 193 Experts 193 Where You Can Find More Information 194 You should rely only on the information contained in this prospectus, any supplement to this prospectus or in any free writing prospectus, filed with the Securities and Exchange Commission. Neither we nor the selling stockholders have authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the Securities and Exchange Commission. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The selling stockholders are offering to sell, and seeking offers to buy, our securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside of the United States: Neither we nor the selling stockholders, have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities and the distribution of this prospectus outside the United States. i TABLE OF CONTENTS FREQUENTLY USED TERMS " Adagio Holdings " or " Company " means Adagio Medical Holdings, Inc., a Delaware

View Full Filing

View this S-1/A filing on SEC EDGAR