--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-24-035942" form_type: "8-K" ticker: "ADGM" cik: "0002006986" company_name: "Adagio Medical Holdings, Inc." filed_at: "2024-08-06T23:59:59+00:00" generated_at: "2026-05-31T12:42:39.757995+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Adagio Medical completes de-SPAC merger with ARYA, begins trading as ADGM on Nasdaq ## Summary - Post-combination, 13,387,636 shares of New Adagio common stock outstanding; 7,587 shares under options. - PIPE financing of ~$64.5M closed; $20M in 13% senior secured convertible notes issued with 1,500,000 warrants exercisable at $24/share. - Sponsor forfeited 1,000,000 Class B shares; additional 1,147,500 shares subject to vesting if stock reaches $24 for 20 trading days. - Shareholders redeemed 2,707,555 shares for ~$31.3M at ~$11.56 per share prior to closing. ## SEC filing metadata - accession: 0001140361-24-035942 - form_type: 8-K - ticker: ADGM - cik: 0002006986 - company_name: Adagio Medical Holdings, Inc. - filed_at: 2024-08-06T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 2.01, 3.02, 9.01, 3.03, 5.03, 5.01, 5.02, 5.05, 5.06, 7.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/2006986/000114036124035942/0001140361-24-035942-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2006986/000114036124035942/ef20033584_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-24-035942 - JSON: https://secwatch.observer/filing/0001140361-24-035942.json - Plain text: https://secwatch.observer/filing/0001140361-24-035942.txt ## Key facts - Executive change Hakon Bergheim was appointed as Chief Operating Officer at Adagio Medical Holdings, Inc.. - Action: appointed - Role: Chief Operating Officer source text: Hakon Bergheim 42 Chief Operating Officer evidence_url: https://www.sec.gov/Archives/edgar/data/2006986/000114036124035942/0001140361-24-035942-index.htm - Executive change Olav Bergheim was appointed as Chief Executive Officer and Chairman at Adagio Medical Holdings, Inc.. - Action: appointed - Role: Chief Executive Officer and Chairman source text: Olav Bergheim 74 Chief Executive Officer and Chairman evidence_url: https://www.sec.gov/Archives/edgar/data/2006986/000114036124035942/0001140361-24-035942-index.htm - Executive change James L. Cox was appointed as Class I Director at Adagio Medical Holdings, Inc.. - Action: appointed - Role: Class I Director source text: Olav Bergheim and James L. Cox were appointed as Class I directors evidence_url: https://www.sec.gov/Archives/edgar/data/2006986/000114036124035942/0001140361-24-035942-index.htm - Executive change Keyvan Mirsaeedi-Farahani was appointed as Class III Director at Adagio Medical Holdings, Inc.. - Action: appointed - Role: Class III Director source text: Keyvan Mirsaeedi-Farahani, Timothy Moran and Sandra Gardiner were appointed as Class III directors evidence_url: https://www.sec.gov/Archives/edgar/data/2006986/000114036124035942/0001140361-24-035942-index.htm - Executive change Orly Mishan was appointed as Class II Director at Adagio Medical Holdings, Inc.. - Action: appointed - Role: Class II Director source text: Orly Mishan and Shahram Moaddeb were appointed as Class II directors evidence_url: https://www.sec.gov/Archives/edgar/data/2006986/000114036124035942/0001140361-24-035942-index.htm - Executive change Olav Bergheim was appointed as Class I Director at Adagio Medical Holdings, Inc.. - Action: appointed - Role: Class I Director source text: Olav Bergheim and James L. Cox were appointed as Class I directors evidence_url: https://www.sec.gov/Archives/edgar/data/2006986/000114036124035942/0001140361-24-035942-index.htm - Executive change Shahram Moaddeb was appointed as Class II Director at Adagio Medical Holdings, Inc.. - Action: appointed - Role: Class II Director source text: Orly Mishan and Shahram Moaddeb were appointed as Class II directors evidence_url: https://www.sec.gov/Archives/edgar/data/2006986/000114036124035942/0001140361-24-035942-index.htm - Executive change Timothy Moran was appointed as Class III Director at Adagio Medical Holdings, Inc.. - Action: appointed - Role: Class III Director source text: Keyvan Mirsaeedi-Farahani, Timothy Moran and Sandra Gardiner were appointed as Class III directors evidence_url: https://www.sec.gov/Archives/edgar/data/2006986/000114036124035942/0001140361-24-035942-index.htm - Executive change John Dahldorf was appointed as Chief Financial Officer at Adagio Medical Holdings, Inc.. - Action: appointed - Role: Chief Financial Officer source text: John Dahldorf 68 Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/2006986/000114036124035942/0001140361-24-035942-index.htm - Executive change Sandra Gardiner was appointed as Class III Director at Adagio Medical Holdings, Inc.. - Action: appointed - Role: Class III Director source text: Keyvan Mirsaeedi-Farahani, Timothy Moran and Sandra Gardiner were appointed as Class III directors evidence_url: https://www.sec.gov/Archives/edgar/data/2006986/000114036124035942/0001140361-24-035942-index.htm - M&A Transactions Adagio Medical Holdings, Inc. underwent a change of control involving ARYA Sciences Acquisition Corp IV for exchange of shares of Adagio Common Stock for shares of New Adagio Common Stock based on the exchange ratio set forth in the Business Combination Agreement (closed 2024-07-31). - Action: change of control - Counterparty: ARYA Sciences Acquisition Corp IV - Consideration: exchange of shares of Adagio Common Stock for shares of New Adagio Common Stock based on the exchange ratio set forth in the Business Combination Agreement - Closing: 2024-07-31 source text: consummated the previously announced business combination (the "Business Combination") pursuant to the terms of the Business Combination Agreement evidence_url: https://www.sec.gov/Archives/edgar/data/2006986/000114036124035942/0001140361-24-035942-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.