Adagio Medical Form 3 / JOSEPH EDELMAN ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

PERCEPTIVE ADVISORS LLC

(Last)

(First)

(Middle)

51 ASTOR PLACE, 10TH FLOOR

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/31/2024

3. Issuer Name and Ticker or Trading Symbol
Adagio Medical Holdings, Inc. [ ADGM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock	7,160,397	D⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
PIPE Warrants⁽²⁾	07/31/2024	07/31/2029	Common Stock	5,445,069	10	D⁽¹⁾
Convert Warrants⁽³⁾	07/31/2024	07/31/2031	Common Stock	525,000	24	D⁽¹⁾
Convertible Notes⁽³⁾	07/31/2024	04/30/2028	Common Stock	700,000	⁽²⁾	D⁽¹⁾

1. Name and Address of Reporting Person^*

PERCEPTIVE ADVISORS LLC

(Last)

(First)

(Middle)

51 ASTOR PLACE, 10TH FLOOR

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PERCEPTIVE LIFE SCIENCES MASTER FUND LTD

(Last)

(First)

(Middle)

51 ASTOR PLACE, 10TH FLOOR

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

EDELMAN JOSEPH

(Last)

(First)

(Middle)

C/O PERCEPTIVE CAPITAL SOLUTIONS CORP

51 ASTOR PLACE, 10TH FLOOR

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

Explanation of Responses:

1. The securities are directly held by Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of the Master Fund. Joseph Edelman ("Mr. Edelman") serves as the managing member of the Advisor. Each of Mr. Edelman and the Advisor disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of their indirect pecuniary interest therein, and this report shall not be deemed an admission that the Advisor or Mr. Edelman are beneficial owner of such securities for purposes of Section 16 or for any other purposes.

2. The Master Fund was issued 5,445,069 warrants (the "PIPE Warrants") on July 29, 2024 pursuant to an Amended and Restated Subscription Agreement, dated July 29, 2024. Subject to adjustment, as provided in the Convert Warrants, each PIPE Warrant is exercisable for one share of common stock, par value $0.0001 per share (the "Common Stock"), of Adagio Medical Holdings, Inc. (f/k/a Aja HoldCo, Inc.) (the "Issuer"), at an exercise price of $10.00.

3. The Master Fund was issued $7,000,000 in principal amount of convertible notes ("Convertible Notes") and 525,000 warrants ("Convert Warrants") of the Issuer on July 29, 2024. The Convertible Notes and any interest that compounds on the principal amount outstanding under the Convertible Notes are convertible into shares of Common Stock at the Master Fund's option at an initial conversion price of $10.00 per share. Subject to adjustment, as provided in the Convert Warrants, each Convert Warrant is exercisable for one share of Common Stock at an exercise price of $24.00.

	/s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman, its managing member	08/01/2024
	/s/ Joseph Edelman - for Perceptive Life Sciences Master Fund, Ltd., By: Perceptive Advisors LLC, its investment manager, By: Joseph Edelman, its managing member	08/01/2024
	/s/ Joseph Edelman	08/01/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Adagio Medical (ADGM) Form 3Adagio Medical / JOSEPH EDELMAN ownership change