UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K/A

(Amendment No. 1)

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 14, 2024 (August 6, 2024)

ADAGIO MEDICAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

(949) 348-1188

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Introductory Note

This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K of Adagio Medical Holdings, Inc., a Delaware corporation (formerly known as Aja HoldCo, Inc., the “Company”), filed on August 6, 2024 (the “Original Report”), in which the Company reported, among other events, the completion of the Business Combination (as defined in the Original Report).

This Amendment No. 1 is being filed in order to (A) include (1) the unaudited condensed consolidated financial statements of Adagio Medical, Inc., a Delaware corporation (“Adagio”), as of June 30, 2024 and for the six months ended June 30, 2024 and 2023, (2) Adagio’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2024 and 2023, (3) the unaudited condensed consolidated financial statements of ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (“ARYA”), as of June 30, 2024 and for the three and six months ended June 30, 2024 and 2023, (4) ARYA’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three and six months ended June 30, 2024 and 2023, (5) the unaudited condensed consolidated financial statements of Aja HoldCo, Inc. as of June 30, 2024 and for the three and six months ended June 30, 2024, (6) Aja HoldCo, Inc.’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three and six months ended June 30, 2024, and (7) the unaudited pro forma condensed combined financial information of the Company as of and for the six months ended June 30, 2024 and for the year ended December 31, 2023, and (B) correct the amount of the transaction costs of the Business Combination reported in the section entitled “Business Combination” under Item 2.01 of the Original Report.

This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiaries, including Adagio and ARYA, subsequent to the filing date of the Original Report. The information previously reported in or filed with the Original Report is hereby incorporated by reference to this Form 8-K/A.

Business Combination

The disclosure set forth in the “Introductory Note” in the Original Report with respect to the completion of the Business Combination, the PIPE Financing and the Convertible Security Financing is incorporated by reference into this Item 2.01.

In conjunction with the consummation of the Business Combination with ARYA, we raised financing valued at approximately $84.2 million, which consisted of funds held in ARYA’s trust account, a concurrent equity and warrant private placement (including $29.5 million of bridge financing used by us prior to closing and funds from ARYA’s trust account not redeemed), and a concurrent convertible security financing (including $7 million of bridge financing used by us prior to closing), offset by approximately $13.1 million of transaction costs (including approximately $1 million for the payoff of the SVB Term Loan) relating to the closing of the Business Combination.

(b)	Pro forma financial information.

(d)

Exhibits