Correspondence 0001140361-24-031266 from Adagio Medical Holdings, Inc. (ADGM) (CIK 0002006986) (ADGM)
Adagio Medical Holdings, Inc. (ADGM) (CIK 0002006986)
Date: June 25, 2024 · CIK: 0002006986 · Accession: 0001140361-24-031266
AI Filing Summary & Sentiment
File numbers found in text: 333-278811
Letter
Aja HoldCo, Inc.
51 Astor Place, 10th Floor
New York, New York 10003
June 25 , 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.
Amendment No. 1 to Registration Statement on Form S-4
Filed May 13, 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 30, 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 Amendment No. 1 to the registration statement on Form S-4 filed by the Registrant on May 13, 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.
Amendment No. 1 to Registration Statement on Form S-4
Certain Agreements Related to the Business Combination
Subscription Agreements, page 8
1.
Staff’s Comment: We note your response to prior comment 2. With respect to the definition of “covered person” we note that paragraph (c)(3)(iv) of Rule 14e-5 of the Exchange Act includes in such definition “[a]ny person acting, directly or indirectly, in concert with any of the persons specified in this paragraph (c)(3) in connection with any purchase or arrangement to purchase any subject securities or any related securities.” Given that the PIPE Investors have entered into the Subscription Agreements with the SPAC, please provided additional analysis as to why such investors are not “covered persons” pursuant to paragraph (c)(3)(iv). With respect to the exemption provided under paragraph (b)(7), we note that the public announcement of the SPAC’s intention to seek shareholder approval for an extension of the SPAC’s deadline for a de-SPAC transaction constitutes a public announcement of a tender offer that triggers the Rule 14e-5 prohibition. We note that the SPAC filed a preliminary proxy statement seeking to extend the termination date on January 22, 2024, the definitive proxy statement (filed on February 1, 2024) specified that shareholders had until February 23, 2024 to exercise their redemption rights, and it appears that the Subscription Agreements were entered into on February 13, 2024. Therefore, it appears that the Subscription Agreements were entered into during the tender offer made in connection with the Extension Amendment Proposal and the exemption pursuant to paragraph (b)(7) would not be available. Please provide additional analysis as to how the purchases under the Subscription Agreements would comply with Rule 14e-5.
U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Industrial Applications and Services
June 25, 2024
Page 2
Response: The Registrant acknowledges the Staff’s comment and respectfully advises the Staff that it believes that the Other PIPE Investors that agreed to commit certain funds to purchase Class A ordinary shares of ARYA in the open market and not to redeem such shares pursuant to Subscription Agreements were not “covered persons” (as defined in Rule 14e-5 of the Exchange Act) with respect to the deemed tender offer in connection with the shareholder approval to extend ARYA’s deadline to complete an initial business combination (the “First Tender Offer”).
The obligations under the relevant Subscription Agreement are unrelated to the First Tender Offer and relate to actions to be taken by the Other PIPE Investors during the deemed tender offer in connection with the completion of the Business Combination with Adagio (the “Second Tender Offer”). Therefore, the Registrant acknowledges that the Other PIPE Investors may be deemed to be “covered persons” with respect to the Second Tender Offer.
Given the above, the Registrant believes that 14e-5 should not apply to the purchases made, or to be made, by the Other PIPE Investors: with respect to the First Tender Offer, they are not “covered persons”; and with respect to the Second Tender Offer, the exemption pursuant to paragraph (b)(7) under Rule 14e-5 of the Exchange Act is available and exempts such purchases as (i) the relevant Subscription Agreements were executed prior to the announcement of the Business Combination (and therefore prior to the commencement of the Second Tender Offer); (ii) the obligation is unconditional and binding on the Other 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.
U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Industrial Applications and Services
June 25, 2024
Page 3
Sources and Uses of Funds for the Business Combination, page 23
2.
Staff’s Comment: We note your response to comment 4 along with the disclosure modifications. As this presentation appears to be a pro forma presentation, it is required to be prepared in accordance with Article 11-02 of Regulation S-X. As such, please revise the presentation to comply with Article 11-02 of Regulation S-X, which should agree to the cash balances presented in the Unaudited Pro Forma Condensed Combined Financial Information section beginning on page 179. Further, address the following:
Response: The Registrant acknowledges the Staff’s comment and respectfully advises the Staff that the Registrant has updated the Sources and Uses of Funds in accordance with Article 11-02 of Regulation S-X to agree with the cash balances presented in the Unaudited Pro Forma Condensed Combined Financial Information section.
U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Industrial Applications and Services
June 25, 2024
Page 4
•
Staff’s Comment: Provide an explanation as to what the Adagio Equityholder Rollover as a source of cash/funds represents and also what it represents as a use of funds. To the extent that you continue to include this line item in your presentation, provide your calculation that net cash proceeds will be $24 million to Adagio Equityholders, as previously requested.
Response: The Registrant acknowledges the Staff’s comment and respectfully advises the Staff that the Adagio Equityholder Rollover is removed from the table.
•
Staff’s Comment: Expand footnote (3) to quantify the (i) and (ii) components of the $45 million Pipe Financing. Address this comment throughout your Form S-4 where the $45M Pipe Financing is discussed.
Response: The Registrant acknowledges the Staff’s comment and respectfully advises the Staff that the Registrant has revised the applicable disclosure in the Amendment and has updated footnote (3) to quantify the components of the sources from PIPE Financing.
•
Tell us why you are including $23 million as a source of funds of the Business Combination that was paid/funded and used by Adagio as of December 31, 2023. Refer to Adagio’s consolidated statement of cash flows on page F-29. Also, explain why you have included $3.9 million paid to acquire public shares in the open market. Refer to footnote 3 on page 185.
Response: The Registrant acknowledges the Staff’s comment and respectfully advises the Staff that the Registrant has excluded the $23 million from the source of funds of the Business Combination.
The 468,157 Public Shares purchased in open market are subject to non-redemption agreements. In connection with the non-redemption agreements and respective PIPE Subscription Agreements, approximately $5.4 million cash proceeds will be released from the Trust Account as a part of the PIPE Financing. Therefore, these cash proceeds are included in the source table. The Registrant also advises the Staff that such $5.4 million cash release from Trust Account is excluded from the Cash Balance in Trust Account, presented in the first row of the Sources of Funds. Refer to footnote (1) and (3)(i) of the Sources and Uses of Funds.
U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Industrial Applications and Services
June 25, 2024
Page 5
Background of the Business Combination, page 138
3.
Staff’s Comment: We note your revised disclosure in response to prior comment 6 that “[t]he prospective PIPE Investors, ARYA and Adagio determined the pre-transaction equity value of $24 million by comparing Adagio’s business with the valuations of similarly-situated premarket companies that had recently been acquired and by taking into account the valuation and price that the potential PIPE Investors indicated they would accept.” Please disclose the similarly-situated pre-market companies, the valuations at which they were acquired, and the ways in which they were similarly-situated to Adagio.
Response: The Registrant acknowledges the Staff’s comment and has revised the disclosure on page 140 accordingly.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet, page 180
4.
Staff’s Comment: As previously requested in prior comment 25, please include the registrant in a separate column in the pro forma financial information provided in accordance with Article 11-02(a)(4) of Regulation S-X. Also address for the unaudited pro forma condensed combined statement of operations and comprehensive loss.
Response: The Registrant acknowledges the Staff’s comment and respectfully advises the Staff that the Registrant has included pro forma financial information for the Registrant, i.e., Aja HoldCo, Inc., in a separate column in accordance with Article 11-02(a)(4) of Regulation S-X. Further, the Registrant respectfully advises the Staff that the column of the historical consolidated financial statements of ARYA Sciences Acquisition Corp IV consolidate the historical financial information of Aja HoldCo, Inc, as Aja HoldCo, Inc is a wholly owned subsidiary of ARYA prior to the Closing. Therefore, in order to avoid duplication of financial activity, the pro forma combined results do not include the historical financial statement activity disclosed in the column titled “Aja HoldCo, Inc.” Specific disclosures in this regard have been provided as an explanatory footnote under the Unaudited Pro Forma Condensed Combined Balance Sheet and the Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Loss.
Note 2. Basis of Pro Forma Presentation, page 186
5.
Staff’s Comment: We note your response to prior comment 12. We continue to consider your response and may have additional comments.
Response: The Registrant acknowledges the Staff’s comment and respectfully advises the Staff that the Registrant will address further comments, if any.
U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Industrial Applications and Services
June 25, 2024
Page 6
Note 5. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 193
6.
Staff’s Comment: We note your responses to prior comments 10 and 18, along with the revised disclosures for note (G). Please address the following:
•
Staff’s Comment: You note that you will receive $21.1 million in cash from the Subscription Agreements/PIPE Financings. However, the table presented on page 184 indicates that you will receive $18.1 million in cash with $8.1 million from the Perceptive PIPE Investor for shares of New Adagio Common Stock and $10 million from RA Capital for units of Base Warrants. Please address this inconsistency.
Response: The Registrant acknowledges the Staff’s comment and respectfully advises the Staff that the Registrant has updated the PIPE Financing table in note 1 on page 190 and the explanatory footnotes to the table. Further, the Registrant has updated the transaction adjustments related to the PIPE Financing in note 5(A), 5(F), 5(G) and 5(M) to explain the conversion or settlement of each component of the PIPE Financing. It should be noted that note 5(G) explains the receipt and the conversion of the $3.0 million May 2024 Notes. This $3.0 million is adjusted as cash proceeds in the Unaudited Pro Forma Condensed Combined Balance Sheet, as it was received by Adagio in May 2024 subsequent to March 31, 2024. The $3.0 million of May 2024 Notes is a part of the total of $26.0 million Bridge Financing Note (as defined in the S-4 Amendment).
•
Staff’s Comment: Reconcile the number of shares of New Adagio Common Stock and number of units of Base Warrants to be acquired with cash in connection with the transaction with your disclosures of the Subscription Agreement/PIPE Financing on pages 184, 185 and 188.
Response: The Registrant acknowledges the Staff’s comment and respectfully advises the Staff that the Registrant has updated the PIPE Financing table in note 1 on page 190 and the explanatory footnotes to the table, and has also updated the transaction adjustments related to cash proceeds from PIPE Financing in note 5(A), and 5(F). The Registrant also advises the Staff that these transaction adjustments reconcile the number of shares of New Adagio Common Stock and the number of Base Warrants to be acquired with cash in connection with the transaction.
•
Staff’s Comment: Clearly disclose how you allocated the proceeds between the shares of New Adagio Common Stock and the units of Base Warrants to be acquired.
Response: The Registrant acknowledges the Staff’s comment and respectfully advises the Staff that the Registrant has updated the pro forma financial information to disclose the allocation of proceeds between the shares of New Adagio Common Stock and the units of Base Warrants to be acquired in note 5(A) and 5(F) on pages 200 and 201.
U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Industrial Applications and Services
June 25, 2024
Page 7
•
Staff’s Comment: Provide the material terms of the units of Base War
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CORRESP
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filename1.htm
Aja HoldCo, Inc.
51 Astor Place, 10th Floor
New York, New York 10003
June 25 , 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.
Amendment No. 1 to Registration Statement on Form S-4
Filed May 13, 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 30, 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 Amendment No. 1 to the registration statement on Form S-4 filed by the Registrant on May 13, 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.
Amendment No. 1 to Registration Statement on Form S-4
Certain Agreements Related to the Business Combination
Subscription Agreements, page 8
1.
Staff’s Comment: We note your response to prior comment 2. With respect to the definition of “covered person” we note that paragraph (c)(3)(iv) of Rule 14e-5 of the Exchange Act
includes in such definition “[a]ny person acting, directly or indirectly, in concert with any of the persons specified in this paragraph (c)(3) in connection with any purchase or arrangement to purchase any subject securities or any related
securities.” Given that the PIPE Investors have entered into the Subscription Agreements with the SPAC, please provided additional analysis as to why such investors are not “covered persons” pursuant to paragraph (c)(3)(iv). With respect to
the exemption provided under paragraph (b)(7), we note that the public announcement of the SPAC’s intention to seek shareholder approval for an extension of the SPAC’s deadline for a de-SPAC transaction constitutes a public announcement of a
tender offer that triggers the Rule 14e-5 prohibition. We note that the SPAC filed a preliminary proxy statement seeking to extend the termination date on January 22, 2024, the definitive proxy statement (filed on February 1, 2024) specified
that shareholders had until February 23, 2024 to exercise their redemption rights, and it appears that the Subscription Agreements were entered into on February 13, 2024. Therefore, it appears that the Subscription Agreements were entered
into during the tender offer made in connection with the Extension Amendment Proposal and the exemption pursuant to paragraph (b)(7) would not be available. Please provide additional analysis as to how the purchases under the Subscription
Agreements would comply with Rule 14e-5.
U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Industrial Applications and Services
June 25, 2024
Page 2
Response: The Registrant acknowledges the Staff’s comment and respectfully advises the Staff that it believes that the Other PIPE Investors
that agreed to commit certain funds to purchase Class A ordinary shares of ARYA in the open market and not to redeem such shares pursuant to Subscription Agreements were not “covered persons” (as defined in Rule 14e-5 of the Exchange Act) with
respect to the deemed tender offer in connection with the shareholder approval to extend ARYA’s deadline to complete an initial business combination (the “First Tender Offer”).
The obligations under the relevant Subscription Agreement are unrelated to the First Tender Offer and relate to actions to be taken by the Other PIPE Investors during the deemed tender offer in
connection with the completion of the Business Combination with Adagio (the “Second Tender Offer”). Therefore, the Registrant acknowledges that the Other PIPE Investors may be deemed to be “covered persons”
with respect to the Second Tender Offer.
Given the above, the Registrant believes that 14e-5 should not apply to the purchases made, or to be made, by the Other PIPE Investors: with respect to the First Tender Offer, they are not “covered
persons”; and with respect to the Second Tender Offer, the exemption pursuant to paragraph (b)(7) under Rule 14e-5 of the Exchange Act is available and exempts such purchases as (i) the relevant Subscription Agreements were executed prior to the
announcement of the Business Combination (and therefore prior to the commencement of the Second Tender Offer); (ii) the obligation is unconditional and binding on the Other 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.
U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Industrial Applications and Services
June 25, 2024
Page 3
Sources and Uses of Funds for the Business Combination, page 23
2.
Staff’s Comment: We note your response to comment 4 along with the disclosure modifications. As this presentation appears to be a pro forma presentation, it is required to be
prepared in accordance with Article 11-02 of Regulation S-X. As such, please revise the presentation to comply with Article 11-02 of Regulation S-X, which should agree to the cash balances presented in the Unaudited Pro Forma Condensed
Combined Financial Information section beginning on page 179. Further, address the following:
Response: The Registrant acknowledges the Staff’s comment and respectfully advises the Staff that the Registrant has updated the Sources
and Uses of Funds in accordance with Article 11-02 of Regulation S-X to agree with the cash balances presented in the Unaudited Pro Forma Condensed Combined Financial Information section.
U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Industrial Applications and Services
June 25, 2024
Page 4
•
Staff’s Comment: Provide an explanation as to what the Adagio Equityholder Rollover as a source of cash/funds represents and also what it represents as a use of funds. To the
extent that you continue to include this line item in your presentation, provide your calculation that net cash proceeds will be $24 million to Adagio Equityholders, as previously requested.
Response: The Registrant acknowledges the Staff’s comment and respectfully advises the Staff that the Adagio Equityholder Rollover is
removed from the table.
•
Staff’s Comment: Expand footnote (3) to quantify the (i) and (ii) components of the $45 million Pipe Financing. Address this comment throughout your Form S-4 where the $45M Pipe
Financing is discussed.
Response: The Registrant acknowledges the Staff’s comment and respectfully advises the Staff that the Registrant has revised the
applicable disclosure in the Amendment and has updated footnote (3) to quantify the components of the sources from PIPE Financing.
•
Tell us why you are including $23 million as a source of funds of the Business Combination that was paid/funded and used by Adagio as of December 31, 2023. Refer to Adagio’s consolidated statement of cash flows on page F-29. Also, explain
why you have included $3.9 million paid to acquire public shares in the open market. Refer to footnote 3 on page 185.
Response: The Registrant acknowledges the Staff’s comment and respectfully advises the Staff that the Registrant has excluded the $23
million from the source of funds of the Business Combination.
The 468,157 Public Shares purchased in open market are subject to non-redemption agreements. In connection with the non-redemption agreements and respective PIPE Subscription Agreements,
approximately $5.4 million cash proceeds will be released from the Trust Account as a part of the PIPE Financing. Therefore, these cash proceeds are included in the source table. The Registrant also advises the Staff that such $5.4 million cash
release from Trust Account is excluded from the Cash Balance in Trust Account, presented in the first row of the Sources of Funds. Refer to footnote (1) and (3)(i) of the Sources and Uses of Funds.
U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Industrial Applications and Services
June 25, 2024
Page 5
Background of the Business Combination, page 138
3.
Staff’s Comment: We note your revised disclosure in response to prior comment 6 that “[t]he prospective PIPE Investors, ARYA and Adagio determined the pre-transaction equity value
of $24 million by comparing Adagio’s business with the valuations of similarly-situated premarket companies that had recently been acquired and by taking into account the valuation and price that the potential PIPE Investors indicated they
would accept.” Please disclose the similarly-situated pre-market companies, the valuations at which they were acquired, and the ways in which they were similarly-situated to Adagio.
Response: The Registrant acknowledges the Staff’s comment and has revised the disclosure on page 140 accordingly.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet, page 180
4.
Staff’s Comment: As previously requested in prior comment 25, please include the registrant in a separate column in the pro forma financial information provided in accordance
with Article 11-02(a)(4) of Regulation S-X. Also address for the unaudited pro forma condensed combined statement of operations and comprehensive loss.
Response: The Registrant acknowledges the Staff’s comment and respectfully advises the Staff that the Registrant has included pro forma
financial information for the Registrant, i.e., Aja HoldCo, Inc., in a separate column in accordance with Article 11-02(a)(4) of Regulation S-X. Further, the Registrant respectfully advises the Staff that the column of the historical consolidated
financial statements of ARYA Sciences Acquisition Corp IV consolidate the historical financial information of Aja HoldCo, Inc, as Aja HoldCo, Inc is a wholly owned subsidiary of ARYA prior to the Closing. Therefore, in order to avoid duplication of
financial activity, the pro forma combined results do not include the historical financial statement activity disclosed in the column titled “Aja HoldCo, Inc.” Specific disclosures in this regard have been provided as an explanatory footnote under
the Unaudited Pro Forma Condensed Combined Balance Sheet and the Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Loss.
Note 2. Basis of Pro Forma Presentation, page 186
5.
Staff’s Comment: We note your response to prior comment 12. We continue to consider your response and may have additional comments.
Response: The Registrant acknowledges the Staff’s comment and respectfully advises the Staff that the Registrant will address further
comments, if any.
U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Industrial Applications and Services
June 25, 2024
Page 6
Note 5. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 193
6.
Staff’s Comment: We note your responses to prior comments 10 and 18, along with the revised disclosures for note (G). Please address the following:
•
Staff’s Comment: You note that you will receive $21.1 million in cash from the Subscription Agreements/PIPE Financings. However, the table presented on page 184 indicates that you
will receive $18.1 million in cash with $8.1 million from the Perceptive PIPE Investor for shares of New Adagio Common Stock and $10 million from RA Capital for units of Base Warrants. Please address this inconsistency.
Response: The Registrant acknowledges the Staff’s comment and respectfully advises the Staff that the Registrant has updated the PIPE
Financing table in note 1 on page 190 and the explanatory footnotes to the table. Further, the Registrant has updated the transaction adjustments related to the PIPE Financing in note 5(A), 5(F), 5(G) and 5(M) to explain the conversion or settlement
of each component of the PIPE Financing. It should be noted that note 5(G) explains the receipt and the conversion of the $3.0 million May 2024 Notes. This $3.0 million is adjusted as cash proceeds in the Unaudited Pro Forma Condensed Combined
Balance Sheet, as it was received by Adagio in May 2024 subsequent to March 31, 2024. The $3.0 million of May 2024 Notes is a part of the total of $26.0 million Bridge Financing Note (as defined in the S-4 Amendment).
•
Staff’s Comment: Reconcile the number of shares of New Adagio Common Stock and number of units of Base Warrants to be acquired with cash in connection with the transaction with
your disclosures of the Subscription Agreement/PIPE Financing on pages 184, 185 and 188.
Response: The Registrant acknowledges the Staff’s comment and respectfully advises the Staff that the Registrant has updated the PIPE
Financing table in note 1 on page 190 and the explanatory footnotes to the table, and has also updated the transaction adjustments related to cash proceeds from PIPE Financing in note 5(A), and 5(F). The Registrant also advises the Staff that these
transaction adjustments reconcile the number of shares of New Adagio Common Stock and the number of Base Warrants to be acquired with cash in connection with the transaction.
•
Staff’s Comment: Clearly disclose how you allocated the proceeds between the shares of New Adagio Common Stock and the units of Base Warrants to be acquired.
Response: The Registrant acknowledges the Staff’s comment and respectfully advises the Staff that the Registrant has updated the pro forma
financial information to disclose the allocation of proceeds between the shares of New Adagio Common Stock and the units of Base Warrants to be acquired in note 5(A) and 5(F) on pages 200 and 201.
U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Industrial Applications and Services
June 25, 2024
Page 7
•
Staff’s Comment: Provide the material terms of the units of Base War