PERCEPTIVE ADVISORS LLC - 31 Jul 2024 Form 3 Insider Report for Aja Holdco, Inc. (ADGM)

Role: Director, 10%+ Owner
Signature: /s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman, its managing member
Issuer symbol: ADGM
Transactions as of: 31 Jul 2024
Net transactions value: $0
Form type: 3
Filing time: 01 Aug 2024, 17:18:24 UTC
Previous filing: 17 Jul 2024
Next filing: 14 Aug 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	ADGM	Common stock						7,160,397	31 Jul 2024	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	ADGM	PIPE Warrants							31 Jul 2024	Common Stock	5,445,069	$10.00	Direct	F1, F2
holding	ADGM	Convert Warrants							31 Jul 2024	Common Stock	525,000	$24.00	Direct	F1, F3
holding	ADGM	Convertible Notes							31 Jul 2024	Common Stock	700,000		Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.