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    Aja HoldCo, Inc.

    51 Astor Place, 10th Floor

    New York, New York 10003

    May 13, 2024

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    Office of Industrial Applications and Services

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Conlon Danberg and Tonya Aldave

          Re:

            Aja HoldCo, Inc.

            Registration Statement on Form S-4

            Filed April 19, 2024

            File No. 333-278811

    Ladies and Gentlemen:

    On behalf of our client, Aja HoldCo, Inc. (the “Registrant”), we set forth below the Registrant’s response to the letter, dated May 3, 2024, containing the
      comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the above
      referenced registration statement on Form S-4 filed by the Registrant on April 19, 2024 (the “Registration Statement”).

    In order to facilitate your review, we have restated the Staff’s comments in this letter, and we have set forth the Registrant’s responses immediately below the Staff’s comments.

    In addition, the Registrant has revised the Registration Statement in response to the Staff’s comments and is, concurrently with the submission of this letter, filing an amendment to the Registration
      Statement (the “Amendment”), which reflects the revisions described in the Registrant’s responses below and clarifies certain other information. The page numbers in the text of the Registrant’s responses
      included below correspond to the page numbers in the Amendment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amendment.

    Registration Statement on Form S-4

    Summary

    Adagio Business Summary, page 1

          1.

            Staff’s Comment: We note your revised disclosure in response to prior comment 6 and reissue in part. Please briefly explain the way or ways that your preliminary data suggests
              more favorable combinations of safety, acute and chronic effectiveness as compared to the current standard of care.

    Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 1 and 226 accordingly.

            U.S. Securities and Exchange Commission

            Division of Corporate Finance

            Office of Industrial Applications and Services

            May 13, 2024

            Page 2

    Certain Agreements Related to the Business Combination

    Subscription Agreements, page 8

          2.

            Staff’s Comment: We note your revised disclosure in response to prior comment 14. We also note that under the terms of the subscription agreements, the PIPE Investors will
              purchase Class A ordinary shares in the open market and agree not to redeem such shares prior to the closing date in exchange for the issuance of shares of New Adagio common stock and warrants. As such, the subscription agreements appear to
              contemplate the purchase of Class A ordinary shares by the PIPE Investors outside the redemption offer in exchange for consideration paid by New Adagio. Please provide us with your analysis as to how the purchases under these agreements
              comply with Rule 14e-5. To the extent you are relying on Tender Offer Rules and Schedules Compliance and Disclosure Interpretation 166.01 (March 22, 2022), please provide an analysis regarding how it applies to your circumstances.

    Response: The Registrant acknowledges the Staff’s comment and respectfully advises the Staff that ARYA believes that the PIPE Investors
      that agreed to commit certain funds for purchases of Class A ordinary shares of ARYA in the open market and not to redeem such shares pursuant to certain of the Subscription Agreements are not “covered persons” (as defined in Rule 14e-5 of the
      Exchange Act). Such PIPE Investors are third-party investors that are not affiliated with ARYA, Adagio, the Sponsor or their respective affiliates and are not among the parties or category of persons listed under paragraph (c)(3) of Rule 14e-5 of the
      Exchange Act; based on the representations made by such PIPE Investors in their respective Subscription Agreements, their purchase of the Class A ordinary shares of ARYA was solely for their own investment purposes; and there is no agreement with
      such PIPE Investors to vote the Class A ordinary shares of ARYA in favor of the transaction.

    Further, ARYA believes that the open market purchases made by such PIPE Investors should be exempt under Rule 14e-5 of the Exchange Act pursuant to paragraph (b)(7), as (i) the relevant Subscription
      Agreements were executed prior to the announcement of the Business Combination (and therefore prior to the commencement of the offer to redeem ARYA’s Class A ordinary shares); (ii) the obligation of the PIPE Investors to purchase the ARYA Class A
      ordinary shares in the open market is unconditional and binding on the PIPE Investors; and (iii) the existence of the Subscription Agreements and all material terms therein have been disclosed in the Registration Statement, as amended, as well as
      other offering materials or communications related to the Business Combination.

    For the above reasons, ARYA does not believe that the open market purchases are subject to Rule 14e-5 of the Exchange Act.

            U.S. Securities and Exchange Commission

            Division of Corporate Finance

            Office of Industrial Applications and Services

            May 13, 2024

            Page 3

    Organizational Structure, page 11

          3.

            Staff’s Comment: We note your response to prior comment 11 and your revised disclosure. Please also identify Aja HoldCo, Inc. in the organizational structure.

    Response: The Registrant acknowledges the Staff’s comment and has revised the structure chart accordingly on page 11.

    Sources and Uses of Funds for the Business Combination, page 23

          4.

            Staff’s Comment: We note your tabular presentation of sources of funds. Please address each of the following:

          •

            Expand footnote 2 to disclose that the number of New Adagio options to be issued to Adagio’s option holders is 1,110 and how you calculated that the net cash proceeds will be $24 million.

    Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure accordingly on page 24.

          •

            We note that you have included $45 million for PIPE Financing and also $20 million for the New Adagio Convertible Notes, which would result in an additional $65 million of financing. Please reconcile this disclosure with your disclosure
              throughout the Form S-4 that the Subscription Agreements and associated PIPE Financing is an approximate total of $45 million.

    Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure in footnotes 3 and 4 on page 24.

          •

            In terms of the $20 million of New Adagio Convertible Notes, please revise footnote 3 to clarify why it is appropriate to include the $7 million that represents a conversion of Adagio’s $7 million 2024 Bridge Financing Note already paid to
              Adagio by the Perceptive PIPE Financing.

            U.S. Securities and Exchange Commission

            Division of Corporate Finance

            Office of Industrial Applications and Services

            May 13, 2024

            Page 4

    Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure in footnote 4 on page 24.

          •

            Please revise footnote 3 to clarify whether the condition for the $7.5 million New Adagio Convertible Note to the Convert Investor is met for each scenario.

    Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure in footnote 4 on page 24.

          •

            Please reconcile the significant differences between your presentation of the estimated remaining cash to New Adagio Balance Sheet and pro forma cash prepared in accordance with Article 11 of Regulation S-K and why you believe it is
              appropriate to present such an amount.

    Response: The Registrant respectfully acknowledges the Staff’s comment and advises the Staff that the Registrant has updated the tabular
      presentation of sources and uses of funds. The estimated remaining cash to the New Adagio Balance Sheet in the “uses of funds” table is reflective of the overall transaction, and therefore it has included the impact of utilizing the Bridge Financing
      Notes and 2024 Bridge Financing Notes to support Adagio’s daily operation after December 31, 2023 and before the Closing. However, the balance sheet of proforma financial statement is based on the financial statement as of December 31, 2023, and the
      proforma adjustments do not consider the subsequent recurring operational activities of Adagio and ARYA. Therefore, the pro forma cash prepared in accordance with Article 11 of Regulation S-K is not reflective of the cash used for Adagio’s and ARYA’s
      daily operation after December 31, 2023. Additionally, the pro forma cash does not include the payment of Jefferies Fees of $3.6 million. At the election of ARYA, the Jefferies Fees may be paid in cash or in shares of New Adagio Common Stock. Such
      election has not been determined as of the filing date of the Amendment, therefore the proforma financials do not include the settlement of the Jefferies Fees. However, the uses of funds table has included the payment of Jefferies Fees in cash as to
      create more transparency around potential cash uses.

    Nasdaq may delist ARYA’s Class A ordinary shares from its exchange, page 97

          5.

            Staff’s Comment: We note your response to prior comment 39 and your revised risk factor disclosure. Please disclose the date of the upcoming Nasdaq hearing.

    Response: The Registrant acknowledges the Staff’s comment and has revised the applicable risk factor on page 98 to disclose the Panel’s
      decision to grant ARYA’s request for an exception to its listing deficiencies until August 23, 2024.

            U.S. Securities and Exchange Commission

            Division of Corporate Finance

            Office of Industrial Applications and Services

            May 13, 2024

            Page 5

    Background of the Business Combination, page 130

          6.

            Staff’s Comment: We note your revised disclosure in response to prior comment 15 and reissue in part. You state on page 138 that “the prospective PIPE Investors conveyed to
              Jefferies their proposed subscription amounts, and based on PIPE Investor feedback, ARYA and Adagio’s discussions with Jefferies and Stifel and the perspectives and recommendations offered by such financial advisors, ARYA and Adagio agreed to
              revise the fixed pretransaction equity value of Adagio to $24 million.” Please disclose how the parties arrived at the $24 million pre-transaction equity valuation, including the methodology employed in reaching the valuation. Additionally,
              please explain the factors that resulted in this valuation being significantly lower than the previous $75 million valuation.

    Response: The Registrant acknowledges the Staff’s comment and has revised the disclosure accordingly on page 138.

          7.

            Staff’s Comment: We note your revised disclosure in response to prior comment 16 that “Adagio has developed a two-year go-forward business plan, contemplating expenses of $48
              million during such time.” Please clarify if there were any other terms included in the financial projections in addition to the $48 million of expenses.

    Response: The Registrant acknowledges the Staff’s comment and advises the Staff that no other terms were included in addition to the
      expected expenses.

          8.

            Staff’s Comment: We note your disclosure on pages 141-142 that on February 13, 2024, “ARYA’s independent directors, in a separate vote, and the entire ARYA Board each adopted and
              approved” resolutions to approve the Business Combination. Please clarify if these approvals were unanimous or if there were any abstentions or dissenting votes.

    Response: The Registrant acknowledges the Staff’s comment and has revised the disclosure accordingly on page 142.

    Unaudited Pro Forma Condensed Combined Financial Information, page 166

    Note 1. Description of the Transaction, page 182

          9.

            Staff’s Comment: We note that under the Subscription Agreements / PIPE Financing, the Perceptive PIPE Investor and Other PIPE Investors have committed to providing financing of
              approximately $45 million that is comprised of multiple components. To allow an investor to better understand the components of this financing, please provide a table of the components of this financing and provide a label to the disclosures
              that provides additional details for each component.

    Response: The Registrant respectfully acknowledges the Staff’s comment and advises the Staff that the Registrant has updated “Note 1. Description of the Transaction” to include a table of the components of the PIPE Financing, and added notes that provide additional details for each component.

            U.S. Securities and Exchange Commission

            Division of Corporate Finance

            Office of Industrial Applications and Services

            May 13, 2024

            Page 6

          10.

            Staff’s Comment: We note your disclosures in the first full paragraph on page 183 that as part of the PIPE Financing, the PIPE Investors will also subscribe for base warrants or
              a combination of base warrants and pre-funded warrants. However, we did not note any adjustment for this portion of the PIPE Financing to the pro forma balance sheet. Please address this inconsistency.

    Response: The Registrant respectfully acknowledges the Staff’s comment and advises the Staff that the Registrant has updated Note G to
      include the adjustment and discussion about Base Warrants. It is preliminarily assessed that the Base Warrants are a liability classified in accordance with ASC 815. Please refer to Note G for further details of the adjustment. The Registrant
      respectfully advises the Staff that, as of the filing of the Amendment, it is assumed that the PIPE Investors do not elect to receive any Pre-Funded Warrants. The PIPE Investors may notify the Registrant following the redemption deadline of
      shareholders of ARYA and prior to the Closing Date of the number of Pre-Funded Warrants such PIPE Investors would like to subscribe for. Therefore, no further proforma adjustment is prepared for such warrants.

          11.

            Staff’s Comment: Please disclose the amount of available unrestricted cash on the Closing Date required for the closing of the $7.5 million financing by a Convert Investor,
              whether the pro forma scenarios presented fulfill this requirement, and whether both scenarios should assume receipt of the $7.5 million financing.

    Response: The Registrant respectfully acknowledges the Staff’s comment and advises the Staff that the Registrant has updated “Note 5. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information” to include an additional adjustment of Note 5(X) under the maximum redemption scenario to consider the minimum amount of
      available unrestricted cash on the Closing Date required for the closing of the $7.5 million financing by such Convert Investor. As disclosed in No