SecProbe.io

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 filename1.htm

 A dagio
Medical Holdings , I NC.

 26051 Merit Circle, Suite 102

 Laguna Hills, CA 92653

 December 10, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 A dagio Medical Holdings, Inc.

 Registration Statement on Form S-3 (File No. 333-291741)

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended,
the undersigned registrant (the " Registrant ") hereby requests that the Securities and Exchange Commission (the
" Commission ") take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File
No. 333-291741) (the " Registration Statement ") to become effective on December 12, 2025, at 4:00 p.m. Eastern
Time, or as soon thereafter as is practicable, or at such other time as the Registrant or its legal counsel, Cooley LLP, may request by
telephone to the staff of the Commission. The Registrant hereby authorizes each of Eric Blanchard and Paul Alexander of Cooley LLP to
make such a request on its behalf.

 Once the Registration Statement has been declared effective, please
confirm that event with Eric Blanchard of Cooley LLP, counsel to the Registrant, at (617) 937-2445 or eblanchard@cooley.com, or in his
absence, Paul Alexander, at (202) 776-2118 or palexander@cooley.com.

 [Signature page follows]

 Very truly yours,

 Adagio Medical Holdings, Inc.

 By:
 /s/ Deborah Kaster

 Deborah Kaster

 Chief Financial Officer and Chief Business Officer

 cc:
 Todd Usen, Adagio Medical Holdings, Inc.

 Eric Blanchard, Cooley LLP

 Paul Alexander, Cooley LLP

 Signature Page to Company Acceleration Request
– S-3

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Adagio Medical Holdings, Inc.

26051 Merit Circle,
Suite 102

Laguna Hills, California
92653

February 5, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549

Attn: Nicholas O’Leary

    Re:
    Adagio Medical Holdings, Inc.

    Pre-Effective Amendment No. 1 to Registration Statement on Form S-1

    File No. 333-284263

Dear Mr. O’Leary:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Adagio Medical Holdings, Inc., a Delaware corporation, hereby respectfully requests that the effective date
of the pre-effective amendment to the above-captioned registration statement on Form S-1 (the “Registration Statement”)
be accelerated so that the Registration Statement will become effective at 4:00 p.m., Eastern Time, on February 7, 2025, or as soon
as practicable thereafter.

Please contact Michael S. Lee (michael.lee@reedsmith.com
/ telephone: (212) 549-0358) of Reed Smith LLP with any questions and please notify when this request for acceleration has been granted.

[Signature Page Follows]

    Sincerely,

    By:
    /s/ John Dahldorf

    Name:
    John Dahldorf

    Title:
    Chief Financial Officer

    cc:
    Michael S. Lee, Reed Smith LLP

      - 2 -

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Adagio Medical Holdings, Inc.

26051
Merit Circle, Suite 102

Laguna
Hills, California 92653

February 5, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549

Attn: Nicholas O’Leary

    Re:
    Adagio Medical Holdings, Inc.

    Pre-Effective Amendment No. 1 to Registration Statement on Form S-1

    File No. 333-284266

Dear Mr. O’Leary:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Adagio Medical Holdings, Inc., a Delaware corporation, hereby respectfully requests that the effective date
of the pre-effective amendment to the above-captioned registration statement on Form S-1 (the “Registration Statement”)
be accelerated so that the Registration Statement will become effective at 4:00 p.m., Eastern Time, on February 7, 2025, or as soon
as practicable thereafter.

Please contact Michael S. Lee (michael.lee@reedsmith.com
/ telephone: (212) 549-0358) of Reed Smith LLP with any questions and please notify when this request for acceleration has been granted.

[Signature Page Follows]

    Sincerely,

    By:
    /s/ John Dahldorf

    Name:
    John Dahldorf

    Title:
    Chief Financial Officer

    cc:
    Michael S. Lee, Reed Smith LLP

    - 2 -

January 22, 2025
Todd Usen
Chief Executive Officer
Adagio Medical Holdings, Inc.
26051 Merit Circle, Suite 102
Laguna Hills, CA 92653
Re:Adagio Medical Holdings, Inc.
Registration Statement on Form S-1
Filed January 14, 2025
File No. 333-284266
Dear Todd Usen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Nicholas O'Leary at 202-551-4451 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Michael Lee, Esq.

CORRESP
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Adagio Medical Holdings,
Inc.

26051
Merit Circle, Suite 102

Laguna
Hills, California 92653

September 17, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549

Attn: Nicholas O’Leary

    Re:
    Adagio Medical Holdings, Inc.

    Registration Statement on Form S-1

    File No. 333-282125

Dear Mr. O’Leary:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Adagio Medical Holdings, Inc., a Delaware corporation, hereby respectfully requests that the effective date of the
above-captioned registration statement on Form S-1 (the “Registration Statement”) be accelerated so that the Registration
Statement will become effective at 4:00 p.m., Eastern Time, on September 19, 2024, or as soon as practicable thereafter.

Please contact Michael S. Lee (michael.lee@reedsmith.com
/ telephone: (212) 549-0358) of Reed Smith LLP with any questions and please notify when this request for acceleration has been granted.

[Signature Page Follows]

    Sincerely,

    By:
    /s/ John Dahldorf

    Name:
    John Dahldorf

    Title:
    Chief Financial Officer

    cc:
    Michael S. Lee, Reed Smith LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                           September 17, 2024

Olav Bergheim
Chief Executive Officer
Adagio Medical Holdings, Inc.
26051 Merit Circle, Suite 102
Laguna Hills, CA 92653

       Re: Adagio Medical Holdings, Inc.
           Registration Statement on Form S-1
           Filed September 13, 2024
           File No. 333-282126
Dear Olav Bergheim:

       This is to advise you that we have not reviewed and will not review your
registration
statement.

       Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

       Please contact Nicholas O'Leary at 202-551-4451 with any questions.

                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Industrial
Applications and
                                                           Services
cc:   Michael Lee, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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Adagio Medical Holdings, Inc.

26051
Merit Circle, Suite 102

Laguna
Hills, California 92653

September 17, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549

Attn: Nicholas O’Leary

    Re:
    Adagio Medical Holdings, Inc.

    Registration Statement on Form S-1

    File No. 333-282126

Dear Mr. O’Leary:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Adagio Medical Holdings, Inc., a Delaware corporation, hereby respectfully requests that the effective date
of the above-captioned registration statement on Form S-1 (the “Registration Statement”) be accelerated so that
the Registration Statement will become effective at 4:00 p.m., Eastern Time, on September 19, 2024, or as soon as practicable thereafter.

Please contact Michael S. Lee (michael.lee@reedsmith.com
/ telephone: (212) 549-0358) of Reed Smith LLP with any questions and please notify when this request for acceleration has been granted.

[Signature Page Follows]

Sincerely,

By:
/s/
John Dahldorf

Name:
John Dahldorf

Title:
Chief Financial Officer

    cc:
    Michael S. Lee, Reed Smith LLP

CORRESP
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    Aja HoldCo, Inc.

      51 Astor Place, 10th Floor

      New York, New York 10003

      July 11, 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 (the “Registration Statement”)

            File No. 333-278811

      Ladies and Gentlemen:

      Pursuant to Rule 461 under the Securities Act of 1933, as amended, Aja HoldCo, Inc. (the “Company”) hereby requests acceleration of the effective date of the above
        referenced Registration Statement to 4:00 p.m., Eastern Time, on July 12, 2024, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration
        Statement be declared effective.

      Please contact Mathieu Kohmann, of Kirkland & Ellis LLP, special counsel to the Company, at (212) 390-4510, as soon as the registration statement has been declared effective, or if you have any other questions or
        concerns regarding this matter.

            Sincerely,

            /s/ Adam Stone

            Adam Stone

            Chief Executive Officer

July 11, 2024
Adam Stone
Chief Executive Officer
Aja Holdco, Inc.
51 Astor Place, 10th Floor
New York, New York 10003
Re:Aja Holdco, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed June 25, 2024
File No. 333-278811
Dear Adam Stone:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our May 30, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-4
ARYA's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 232
1.Please provide a discussion and analysis of ARYA’s fiscal year 2023 to fiscal year 2022
results of operations. Refer to Item 14(h) of Form S-4 and Item 303 of Regulation S-K for
guidance.
Business of Adagio and Certain Information About Adagio
Ventricular Tachyarrhythmias, page 241
We note your reference in the first paragraph on page 243 to "a catheter market that is
currently estimated to be $0.3 billion." On page 6 of the investor presentation, dated June
2024, which was included as Exhibit 99.1 to the Current Report on Form 8-K filed by 2.

July 11, 2024
Page 2
ARYA Sciences Acquisition Corp IV on June 11, 2024, you refer to the "~$3 billion
catheter market." Please tell us if the estimated size of the catheter market is $0.3 billion
or $3 billion and revise your disclosure for consistency as applicable.
Description of New Adagio Securities
Exclusive Jurisdiction of Certain Actions, page 337
3.We note that Article VIII of the Form of Certificate of Incorporation of New Adagio and
Section 9.5 of the Form of Bylaws of New Adagio each contain forum selection clauses.
Please clarify which forum selection provision will be in effect after the closing. Disclose
whether the forum selection provision in effect after the closing applies to actions arising
under the Securities Act or Exchange Act. If so, please also state that there is uncertainty
as to whether a court would enforce such provision. If the provision applies to Securities
Act claims, please also state that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder. In that regard, we note that
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts
over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder. If this provision does not apply to actions arising under
the Securities Act or Exchange Act, please also ensure that the exclusive forum provision
in the governing documents states this clearly, or tell us how you will inform investors in
future filings that the provision does not apply to any actions arising under the Securities
Act or Exchange Act.
            Please contact Tracey Houser at 202-551-3736 or Li Xiao at 202-551-4391 if you have
questions regarding comments on the financial statements and related matters. Please contact
Conlon Danberg at 202-551-4466 or Tonya Aldave at 202-551-3601 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Peter Seligson, Esq.

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    Aja HoldCo, Inc.

    51 Astor Place, 10th Floor

    New York, New York 10003

    July 11, 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. 2 to Registration Statement on Form S-4

            Filed June 25, 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 July 11, 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. 2 to the registration statement on Form S-4 filed by the Registrant on June 25, 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. 2 to Registration Statement on Form S-4

    ARYA’s Management’s Discussion and Analysis of Financial Condition and Results of Operations

    Results of Operations, page 232

          1.

            Staff’s Comment: Please provide a discussion and analysis of ARYA’s fiscal year 2023 to fiscal year 2022 results of operations.
                  Refer to Item 14(h) of Form S-4 and Item 303 of Regulation S-K for guidance.

    Response: The Registrant acknowledges the Staff’s comment and has revised the disclosure on page 231 accordingly.

    U.S. Securities and Exchange Commission

    Division of Corporate Finance

    Office of Industrial Applications and Services

    July 11, 2024

    Page 2

    Business of Adagio and Certain Information About Adagio

    Ventricular Tachyarrhythmias, page 241

          2.

            Staff’s Comment: We note your reference in the first paragraph on page 243 to “a catheter market that is currently estimated to be
                  $0.3 billion.” On page 6 of the investor presentation, dated June 2024, which was included as Exhibit 99.1 to the Current Report on Form 8-K filed by ARYA Sciences Acquisition Corp IV on June 11, 2024, you refer to the “~$3 billion
                  catheter market.” Please tell us if the estimated size of the catheter market is $0.3 billion or $3 billion and revise your disclosure for consistency as applicable.

    Response: The Registrant acknowledges the Staff’s comment and has revised the disclosure on page 243 accordingly. It is the VT catheter
      market that is currently estimated at $0.3 billion.

    Description of New Adagio Securities

        Exclusive Jurisdiction of Certain Actions, page 337

            3.

              Staff’s Comment: We note that Article VIII of the Form of Certificate of Incorporation of New Adagio and Section 9.5 of the Form
                    of Bylaws of New Adagio each contain forum selection clauses. Please clarify which forum selection provision will be in effect after the closing. Disclose whether the forum selection provision in effect after the closing applies to
                    actions arising under the Securities Act or Exchange Act. If so, please also state that there is uncertainty as to whether a court would enforce such provision. If the provision applies to Securities Act claims, please also state that
                    investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over
                    all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure
                    that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange
                    Act.

      Response: The Registrant acknowledges the Staff’s comment and has (i) removed Section 9.5 from the Form of Bylaws of New Adagio, (ii)
        revised Article VIII of the Form of Certificate of Incorporation of New Adagio, and (iii) revised the disclosure on pages 91-92 and 337 accordingly.

    We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact Peter Seligson (by telephone at (212) 446-4756 or by email at
      peter.seligson@kirkland.com) or Mathieu Kohmann (by telephone at (212) 390-4510 or by email at mathieu.kohmann@kirkland.com) of Kirkland & Ellis LLP.

    [Signature Page Follows]

      U.S. Securities and Exchange Commission

      Division of Corporate Finance

      Office of Industrial Applications and Services

      July 11, 2024

      Page 3

            Sincerely,

            AJA HOLDCO, INC.

            /s/ Adam Stone

            Name: Adam Stone

            Title: Chief Executive Officer

    Via E-mail:

            cc:

            Peter Seligson

            Mathieu Kohmann

            Kirkland & Ellis LLP

            Michael S. Lee

            Michael Sanders

            Reed Smith LLP

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      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

United States securities and exchange commission logo
May 30, 2024
Adam Stone
Chief Executive Officer
Aja Holdco, Inc.
51 Astor Place, 10th Floor
New York, New York 10003
Re:Aja Holdco, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed May 13, 2024
File No. 333-278811
Dear Adam Stone:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our May 3, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-4
Certain Agreements Related to the Business Combination
Subscription Agreements, page 8
1.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

 FirstName LastNameAdam Stone
 Comapany NameAja Holdco, Inc.
 May 30, 2024 Page 2
 FirstName LastName
Adam Stone
Aja Holdco, Inc.
May 30, 2024
Page 2
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.
Sources and Uses of Funds for the Business Combination, page 23
2.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:
•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.
•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.
•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.
Background of the Business Combination, page 138
3.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 pre-
market 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.

 FirstName LastNameAdam Stone
 Comapany NameAja Holdco, Inc.
 May 30, 2024 Page 3
 FirstName LastName
Adam Stone
Aja Holdco, Inc.
May 30, 2024
Page 3
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet, page 180
4.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.
Note 2. Basis of Pro Forma Presentation, page 186
5.We note your response to prior comment 12. We continue to consider your response and
may have additional comments.
Note 5. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page
193
6.We note your responses to prior comments 10 and 18, along with the revised disclosures
for note (G). Please address the following:
•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.
•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.
•Clearly disclose how you allocated the proceeds between the shares of New Adagio
Common Stock and the units of Base Warrants to be acquired.
•Provide the material terms of the units of Base Warrants, including what each unit
represents, how the warrants are not indexed to New Adagio’s Common Stock, and
how you determined that the fair value given that cash was used to acquire the units
of Base Warrants. To the extent that the fair value substantially exceeds the purchase
price, please tell us the accounting implications and the authoritative literature
considered in accounting for this difference. In that regard, you have disclosed the
issuance of 2,760,000 of PIPE Warrants in lieu of settlement of Bridge Financing
Notes which was valued at $11.5 million under Note 4.
•Consider separately presenting the sale and purchase of new shares and warrants
from purchase accounting and/or the exchange of previously issued convertible notes
as adjustments to the pro forma financial information.
7.Please expand your disclosures in note (I) to provide the material terms of the Convert
Warrants, including how those terms result in the warrants not being indexed to New
Adagio’s own stock.

 FirstName LastNameAdam Stone
 Comapany NameAja Holdco, Inc.
 May 30, 2024 Page 4
 FirstName LastName
Adam Stone
Aja Holdco, Inc.
May 30, 2024
Page 4
            Please contact Tracey Houser at 202-551-3736 or Li Xiao at 202-551-4391 if you have
questions regarding comments on the financial statements and related matters. Please contact
Conlon Danberg at 202-551-4466 or Tonya Aldave at 202-551-3601 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Peter Seligson, Esq.

CORRESP
1
filename1.htm

    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

United States securities and exchange commission logo
May 3, 2024
Adam Stone
Chief Executive Officer
Aja Holdco, Inc.
51 Astor Place, 10th Floor
New York, New York 10003
Re:Aja Holdco, Inc.
Registration Statement on Form S-4
Filed April 19, 2024
File No. 333-278811
Dear Adam Stone:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4
Summary
Adagio Business Summary, page 1
1.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.
Certain Agreements Related to the Business Combination
Subscription Agreements, page 8
2.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

 FirstName LastNameAdam Stone
 Comapany NameAja Holdco, Inc.
 May 3, 2024 Page 2
 FirstName LastName
Adam Stone
Aja Holdco, Inc.
May 3, 2024
Page 2
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.
Organizational Structure, page 11
3.We note your response to prior comment 11 and your revised disclosure. Please also
identify Aja HoldCo, Inc. in the organizational structure.
Sources and Uses of Funds for the Business Combination, page 23
4.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.

•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.

•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.

•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.

•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.
Nasdaq may delist ARYA's Class A ordinary shares from its exchange, page 97
5.We note your response to prior comment 39 and your revised risk factor disclosure. Please
disclose the date of the upcoming Nasdaq hearing.

 FirstName LastNameAdam Stone
 Comapany NameAja Holdco, Inc.
 May 3, 2024 Page 3
 FirstName LastName
Adam Stone
Aja Holdco, Inc.
May 3, 2024
Page 3
Background of the Business Combination, page 130
6.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 pre-
transaction 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.
7.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.
8.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.
Unaudited Pro Forma Condensed Combined Financial Information, page 166
Note 1. Description of the Transaction, page 182
9.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.
10.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.
11.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.
Note 2. Basis of Pro Forma Presentation, page 184
12.We note your response to comment 22. Please further address each of the following to

 FirstName LastNameAdam Stone
 Comapany NameAja Holdco, Inc.
 May 3, 2024 Page 4
 FirstName LastNameAdam Stone
Aja Holdco, Inc.
May 3, 2024
Page 4
allow us to better understand your conclusion that Adagio meets the definition of a VIE in
ASC 810.

•We note that you evaluated Adagio’s facts and circumstances “as of the date at which
Adagio became involved with the Registrant” per ASC 810-10-25-37. Please tell us
your consideration of the guidance in ASC 810-10-35-4. In this regard, we note that
prior to the merger transaction, Adagio’s preferred stock and October 2022
convertible notes will convert into shares of Adagio’s common stock. Further, we
note that in connection with the merger transaction, Subscription Agreements were
entered into for approximately $45 million and ARYA has $32.3 million in its Trust
Account that is fully available under the no further redemption scenario.

•Please provide us with a more comprehensive analysis of your conclusion that
Adagio does not have sufficient equity to finance its operations in accordance with
ASC 810-10-14.a. and ASC 810-10-25-45 through 25-47. As part of your response,
ensure that you clearly disclose and quantify the equity at-risk, including why you
have included or excluded any equity or temporary equity instruments and how you
assessed the fair value of those instruments. Also tell us how the equity at-risk
compares to the fair value of Adagio’s total assets and your estimate of expected
losses, including what those expected losses represent and how you arrived at that
estimate.

•We note that you have identified ListCo (i.e., Aja HoldCo, Inc.) as the accounting
acquirer. Please tell us your consideration of the guidance in ASC 805105515 in
arriving at this conclusion.

•To the extent that you continue to conclude that Adagio is a VIE and the accounting
acquiree in accordance with ASC 805, please also address whether Adagio’s
historical financial statements will be reflected as the predecessor and the
implications to the pro forma financial statements including the impact on the equity
section.

•To the extent that you conclude that Adagio does not meet the definition of a VIE,
please provide us with your analysis of the entity with financial controlling interest in
accordance with ASC 805-10-25-5 with reference to ASC 810-10-15-8. If there is no
clear indication from this guidance, provide us with your analysis of the factors in
ASC 805-10-55-11 through 55-15.
13.We note your statement under Scenario 2 that you are assuming that both Adagio and
ARYA agree to waive their rights to terminate the Business Combination agreement, as
the Aggregate Transaction Proceeds is not equal to or greater than $50 million. Please
expand your disclosures to clarify what will happen if one or both of the parties do not
waive their right to terminate the Business Combination. Also, please include all material
terms of the Transaction within Note 1, which is to include any material requirements to

 FirstName LastNameAdam Stone
 Comapany NameAja Holdco, Inc.
 May 3, 2024 Page 5
 FirstName LastName
Adam Stone
Aja Holdco, Inc.
May 3, 2024
Page 5
be met for the Business Combination to be consummated as previously requested in
comment 21.
14.We note your tabular presentations of the pro forma ownership of shares of New Adagio
Common Stock on a non-dilutive basis and also dilutive basis. To allow investors to better
understand the terms of the merger transactions and also the financing transactions and
with reference to your disclosures in Note (S) on page 191, please present the conversion
of Adagio’s liabilities and equity outstanding prior to the Closing as either one line item or
separately presenting the components that then sum to one amount with the percentage
ownership. In this regard, it appears that interests held in Adagio by the Perceptive PIPE
Investor and Other PIPE Investors are reflected in those line items along with the interests
to be acquired through the Subscription Agreements and PIPE Financings that are separate
from the Merger transaction. As of December 31, 2023, there are 4,939,946 shares of
Adagio’s Preferred Stock outstanding. However, only 3,757,752 of those shares are
included in the Adagio shareholders line. We also note that currently outstanding Adagio
convertible notes payable that will convert into New Adagio Common Stock are also not
included in the Adagio shareholders line. Finally, if the number of shares attributable to
Adagio shareholders does not agree to the number of shares used to estimate the purchase
price, include a comprehensive disclosure explaining the differences.
Note 4. Preliminary Allocation of Purchase Price, page 187
15.Please expand your footnote disclosure to provide the calculation of the total
consideration transferred in accordance with the guidance in ASC 805-30-30 and ASC
805-40-30-1 through 30-2. Refer to ASC 805-30-50-1.b. for guidance regarding
disclosures.
16.We note that you used the cost approach to estimate the fair value of the developed
technology and IPR&D. Please provide us with a comprehensive explanation as to how
you concluded the cost approach is the most reasonable method for estimating fair value
and the specific references to the guidance supporting your conclusion. In addition, tell us
why the goodwill estimated to be recognized significantly exceeds the fair value of the
developed technology and IPR&D considering the nature of the activities of Adagio,
which appears to be research and development focused.
17.Other than for the intangible assets, it appears that you have prepared the allocation of the
consideration to the assets acquired and liabilities assumed based on Adagio’s historical
carrying values rather than the estimated fair values in accordance with ASC 805-20-30.
Please revise the purchase price allocation to include estimates of fair value. Also provide
a description of the assumptions used to estimate material assets and liabilities at fair
value. Refer to ASC 805-20-50-1 for the required disclosures.

 FirstName LastNameAdam Stone
 Comapany NameAja Holdco, Inc.
 May 3, 2024 Page 6
 FirstName LastName
Adam Stone
Aja Holdco, Inc.
May 3, 2024
Page 6
Note 5. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page
189
18.Please revise note (G) to clearly explain each of the components of the adjustments
included on the face of the pro forma balance sheet and to exclude references to
transactions that are not part of the adjustments being referenced by this note. In this
regard, we note references to the 349,654 shares represented by the release of cash from
the Trust Fund in note (A) and the $20 million of New Adagio Convertible Notes
represented by note (I). Please also ensure your disclosures provide clear and sufficient
information for investors to calculate the adjustment amounts. Specifically, please
disclose the net cash value for the sales of New Adagio Common Stock. Finally, please
explain the difference between the sale of 6,545,953 shares of New Adagio Common
Stock to be sold pursuant to the Subscription Agreements in connection with the PIPE
Financing and the sale of 3,546,634 shares of New Adagio Common Stock including the
timing of the sales of these shares. In this regard, note (S) only includes the sale of the
3,546,634 shares of New Adagio Common Stock and not also the sale of 6,545,953 shares
of New Adagio Common Stock.
19.Please expand note (I) to disclose your accounting for the $20 million New Adagio
Convertible Notes and 1.5 million warrants; how you estimated the value for the notes and
the warrants.
20.Please expand notes (J), (K), (U) and (V), as appropriate, to clearly disclose how the
acquisition of Adagio in accordance with ASC 805 has been reflected in the pro forma
balance sheet.
21.In note (L), you state that the preliminary estimated direct and incremental transaction
costs to be incurred by Adagio of $6 million and by ARYA of $3 million will be
recognized as a charge to additional paid-in capital for Adagio and as a charge to expenses
for ARYA. Please tell us the authoritative literature that supports your intended
accounting following your conclusion of their role as accounting acquirer or acquiree
under the merger.
22.Please expand note (P) to show your calculation of the $36.8 million deferred tax asset
and $8.4 million deferred tax liability. Please also explain to us why you believe the net
deferred tax asset position being appropriate under ASC 740 considering the cumulative
loss position of the company.
Business of Adagio and Certain Information About Adagio, page 221
23.We note your revised disclosure in response to prior comment 25 and reissue in part. With
respect to the CAGRs listed on page 222, please discuss any material assumptions
underlying these projections.

 FirstName LastNameAdam Stone
 Comapany NameAja Holdco, Inc.
 May 3, 2024 Page 7
 F

CORRESP
1
filename1.htm

    Aja HoldCo, Inc.

    51 Astor Place, 10th Floor

    New York, New York 10003

    April 18, 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.

            Draft Registration Statement on Form S-4

            Submitted February 14, 2024

            CIK No. 0002006986

    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 March 12, 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 draft registration statement on Form S-4 confidentially submitted by the Registrant on February 14, 2024 (the “Draft 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 Draft Registration Statement in response to the Staff’s comments and is, concurrently with the submission of this letter, publicly filing an amendment to
      the Draft 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.

    Draft Registration Statement on Form S-4

    Notice of Extraordinary General Meeting, page i

          1.

            Staff’s Comment: We note that the Dear Shareholders letter contains long sections of what appears to be entire clauses copied and pasted from legal agreements. Please revise to
              summarize the transactions and agreements described in the letter in plain English. Similarly, revise the entire section on pages 104 through 118.

    Response: The Registrant acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure in the Dear Shareholders
      letter and on pages 113 through 125.

      Securities and Exchange Commission

      Division of Corporate Finance

      Office of Industrial Applications and Services

      April 18, 2024

      Page 2

    Market and Industry Data, page iii

          2.

            Staff’s Comment: Your statements that (i) “you are cautioned not to give undue weight to these estimates,” (ii) “the accuracy and completeness of such information is not
              guaranteed,” and (iii) “Adagio has not independently verified any third-party information” may imply an inappropriate disclaimer of responsibility with respect to the third party information and internal research. Please revise to clarify
              that, notwithstanding the foregoing, you believe that this information is reliable.

    Response: The Registrant acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page iii.

          3.

            Staff’s Comment: Please revise here and in the business section to explain what you mean by your disclosure on page iv relating to “the novelty of the markets for Adagio’s
              products” or remove this disclosure.

    Response: The Registrant acknowledges the Staff’s comment and advises the Staff that it has removed this disclosure on page iv.

    Questions and Answers for Shareholders of Arya

    Q. What proposals are shareholders of ARYA being asked to vote upon, page xiv

          4.

            Staff’s Comment: We note that The Adjournment Proposal permits adjournment “if the holders of the Public Shares have elected to redeem such number of shares such that the New
              Adagio Common Stock would not be approved for listing on a U.S. stock exchange.” Here or elsewhere in the Prospectus, please briefly describe the specific listing rules that could be implicated by redemptions and to provide additional detail
              regarding the level of redemptions that could cause the New Adagio Common Stock to fail to qualify for listing on a U.S. stock exchange. Include risk factor disclosure to describe material risks to public shareholders seeking to exercise
              their redemption rights.

    Response: The Registrant acknowledges the Staff’s comment and advises the Staff that it has included a new Question and Answer on page xv
      and revised the disclosure on page 98.

      Securities and Exchange Commission

      Division of Corporate Finance

      Office of Industrial Applications and Services

      April 18, 2024

      Page 3

    Summary

    Adagio Business Summary, page 1

          5.

            Staff’s Comment: Please balance your disclosure regarding Adagio in the Summary section to include equally prominent disclosure of the limitations you face in implementing your
              business strategy, including, but not limited to, the fact that Adagio has incurred net losses in each quarterly and annual period since inception and that it has not yet generated any meaningful revenue.

    Response: The Registrant acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 1.

          6.

            Staff’s Comment: We note your statement that the preliminary data from your clinical trials is “suggestive of outcomes favorable to the current standard of care.” Please expand
              on this statement to briefly describe the current standard of care and the way or ways in which the preliminary data from your clinical trials suggests more favorable outcomes compared to the current standard.

    Response: The Registrant acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 1 and 221.

          7.

            Staff’s Comment: Please disclose that Adagio’s audit report includes a paragraph related to substantial doubt about the ability of Adagio to continue as a going concern.

    Response: The Registrant acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 1.

          8.

            Staff’s Comment: We note your statement here that “[s]ome of Adagio’s products have obtained regulatory approvals in the EU for commercialization” and on page 31 that “Adagio
              only has one product, iCLAS ULTC catheter and system, which is authorized for commercialization only in the European Union.” If true, please revise your Summary section to state that you only have one product that has obtained regulatory
              approval or otherwise clarify this description.

    Response: The Registrant acknowledges the Staff’s comment and respectfully advises the Staff that Adagio’s iCLAS(TM) ULTC System and VT
      ULTC System (inclusive of vCLAS(TM) catheter) have obtained regulatory approvals in the EU for commercialization, and it has revised the disclosure on pages 1 and 221.

      Securities and Exchange Commission

      Division of Corporate Finance

      Office of Industrial Applications and Services

      April 18, 2024

      Page 4

    The ARYA Board’s Reasons for the Business Combination, page 5

          9.

            Staff’s Comment: We note your statement here and on page 133 regarding “the support for the implied valuation of Adagio indicated by the commitments obtained from the PIPE
              Investors.” Please clarify what you mean by “the implied valuation indicated by such commitments.”

    Response: The Registrant acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 6 and 144.

    Sponsor Letter Agreement, page 9

          10.

            Staff’s Comment: We note your disclosure that pursuant to the Sponsor Letter Agreement “each of the Insiders and ARYA agreed to terminate certain existing agreements or
              arrangements.” Please clarify what existing agreements or arrangements will be terminated.

    Response: The Registrant acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 10, 15, and 130.

    Organizational Structure, page 10

          11.

            Staff’s Comment: We note that you included your organizational structures before and after the merger. Please revise the post business combination structure to show what
              percentages of the combined company will be owned by the current officers, directors and shareholders of both ARYA and Adagio, as well as PIPE investors.

    Response: The Registrant acknowledges the Staff’s comment and advises the Staff that it has revised the structure chart on page 12 and
      related disclosure on pages xix through xxiii, and 125 through 126.

      Securities and Exchange Commission

      Division of Corporate Finance

      Office of Industrial Applications and Services

      April 18, 2024

      Page 5

    Risk Factors

    Risks Related to Adagio’s Business

    Adagio is dependent on limited third-party suppliers and manufacturers, page 40

          12.

            Staff’s Comment: We note your disclosure that “Adagio relies on third-party suppliers to provide it with certain components of its products, some of which are single-source
              suppliers.” Please identify specific third-party suppliers and briefly describe any contracts with such third-party suppliers, upon which Adagio’s business is substantially dependent.

    Response: The Registrant acknowledges the Staff’s comment and respectfully advises the Staff that Adagio does not believe any of the
      contracts with such third-party suppliers, including the single-source suppliers, constitutes a material contract that requires disclosure under Item 601(b)(10) of Regulation S-K. The Registrant respectfully advises the Staff that, in using the term
      “single-source supplier,” Adagio is referring to the fact that it sources particular component(s) for its products from a single supplier and is not suggesting that it is only able to locate one supplier in the market to supply such component(s). On
      the contrary, in the event that Adagio’s suppliers, including the single-source suppliers, are unable or unwilling to manufacture the components or materials in Adagio’s required volumes, or at specified times, Adagio believes it can find and qualify
      replacement suppliers without a material disruption to its business given its safety stock and the availability of alternative suppliers for its components. The Registrant has included the foregoing in said Risk Factor on page 44.

    Unfavorable U.S. or global economic conditions as a result of the COVID-19 pandemic, page 46

          13.

            Staff’s Comment: We note your reference to the potential impact on Adagio’s “proteomics product platform.” Please revise here and in the Business section to describe this product
              platform or advise.

    Response: The Registrant acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 50.

    Subscription Agreements, page 119

          14.

            Staff’s Comment: We note that in several sections of your prospectus you refer to the “commitments by certain investors to subscribe for and purchase Class A Ordinary Shares in
              the open market and not to redeem such shares prior to the Closing Date.” Please disclose here and in other appropriate sections of the filing how you will determine the number of shares, also referred to as the “New Adagio Common Stock,” to
              be issued pursuant to the subscription agreements.

    Response: The Registrant acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 126 through 128
      and in other appropriate sections of the Amendment.

      Securities and Exchange Commission

      Division of Corporate Finance

      Office of Industrial Applications and Services

      April 18, 2024

      Page 6

    Background of the Business Combination, page 123

          15.

            Staff’s Comment: We note your disclosure that on January 25, 2023, representatives of ARYA provided representatives of Adagio with a draft, non-binding term sheet with respect to
              the potential business combination, which provided for a $75 million pre-transaction equity value of Adagio. Please expand on this disclosure to explain how the parties arrived at the $75 million pre-transaction equity valuation, including
              the methodology employed in reaching the valuation. Please provide corresponding disclosure for the other valuations noted in the background section or explain what led to the changes in valuation during the course of the negotiations. In
              this regard, we note that between October 18, 2023 and November 28, 2023 it appears the equity value was reduced to $24 million. Finally, please expand on your discussion of the drafts of the business combination agreement to note the equity
              valuation included in such drafts or that the terms were consistent with the non-binding term sheet.

    Response: The Registrant acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 133 through 138.

          16.

            Staff’s Comment: We note your disclosure that during the November 28, 2023 meeting, “ARYA’s management and representatives of the Sponsor provided the ARYA directors with an
              update on Adagio’s business, including updates to Adagio’s financial projections and refinements to Adagio’s go-to-market strategy.” Please expand on this disclosure to describe Adagio’s original financial projections and go-to-market
              strategy as well as the changes to such items.

    Response: The Registrant acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 139.

          17.

            Staff’s Comment: We note your discussion relating to three potential business combination targets and seven potential business combination targets on page 122. You identify only
              Adagio and Amicus as potential acquisition targets in this section. Please identify each potential target and describe any letters of intent or confidentially agreements entered into with these target companies.

    Response: The Registrant acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 130 through
      132.

      Securities and Exchange Commission

      Division of Corporate Finance

      Office of Industrial Applications and Services

      April 18, 2024

      Page 7

          18.

            Staff’s Comment: We note your discussion of the PIPE financing in this section. Please revise your disclosure to discuss whether there were any valuations or other material
              information about the SPAC, the target, or the de-SPAC transaction provided to potential PIPE investors that have not been disclosed publicly.

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

    Opinion of ARYA’s Financial Advisor, page 136

          19.

            Staff’s Comment: We note your disclosure that in arriving at its opinion, Scalar reviewed certain internal estimates, and other data relating to the business and financial
              prospects of Adagio that were provided to Scalar by the management of ARYA. We also note your statement that “Scalar also was advised by

United States securities and exchange commission logo
March 12, 2024
Adam Stone
Chief Executive Officer
Aja Holdco, Inc.
51 Astor Place, 10th Floor
New York, New York 10003
Re:Aja Holdco, Inc.
Draft Registration Statement on Form S-4
Submitted February 14, 2024
CIK No. 0002006986
Dear Adam Stone:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-4
Notice of Extraordinary General Meeting, page i
1.We note that the Dear Shareholders letter contains long sections of what appears to be
entire clauses copied and pasted from legal agreements. Please revise to summarize the
transactions and agreements described in the letter in plain English. Similarly, revise the
entire section on pages 104 through 118.
Market and Industry Data, page iii
2.Your statements that (i) "you are cautioned not to give undue weight to these estimates,"
(ii) "the accuracy and completeness of such information is not guaranteed," and (iii)
"Adagio has not independently verified any third-party information" may imply an
inappropriate disclaimer of responsibility with respect to the third party information and
internal research. Please revise to clarify that, notwithstanding the foregoing, you believe
that this information is reliable.

 FirstName LastNameAdam Stone
 Comapany NameAja Holdco, Inc.
 March 12, 2024 Page 2
 FirstName LastNameAdam Stone
Aja Holdco, Inc.
March 12, 2024
Page 2
3.Please revise here and in the business section to explain what you mean by your disclosure
on page iv relating to "the novelty of the markets for Adagio's products" or remove this
disclosure.
Questions and Answers for Shareholders of Arya
Q. What proposals are shareholders of ARYA being asked to vote upon, page xiv
4.We note that The Adjournment Proposal permits adjournment "if the holders of the Public
Shares have elected to redeem such number of shares such that the New Adagio Common
Stock would not be approved for listing on a U.S. stock exchange." Here or elsewhere in
the Prospectus, please briefly describe the specific listing rules that could be implicated
by redemptions and to provide additional detail regarding the level of redemptions that
could cause the New Adagio Common Stock to fail to qualify for listing on a U.S. stock
exchange. Include risk factor disclosure to describe material risks to public shareholders
seeking to exercise their redemption rights.
Summary
Adagio Business Summary, page 1
5.Please balance your disclosure regarding Adagio in the Summary section to include
equally prominent disclosure of the limitations you face in implementing your business
strategy, including, but not limited to, the fact that Adagio has incurred net losses in each
quarterly and annual period since inception and that it has not yet generated any
meaningful revenue.
6.We note your statement that the preliminary data from your clinical trials is "suggestive of
outcomes favorable to the current standard of care." Please expand on this statement to
briefly describe the current standard of care and the way or ways in which the preliminary
data from your clinical trials suggests more favorable outcomes compared to the current
standard.
7.Please disclose that Adagio's audit report includes a paragraph related to substantial doubt
about the ability of Adagio to continue as a going concern.
8.We note your statement here that "[s]ome of Adagio’s products have obtained regulatory
approvals in the EU for commercialization" and on page 31 that "Adagio only has one
product, iCLAS ULTC catheter and system, which is authorized for commercialization
only in the European Union." If true, please revise your Summary section to state that you
only have one product that has obtained regulatory approval or otherwise clarify this
description.
The ARYA Board's Reasons for the Business Combination, page 5
9.We note your statement here and on page 133 regarding "the support for the implied
valuation of Adagio indicated by the commitments obtained from the PIPE Investors."
Please clarify what you mean by "the implied valuation indicated by such commitments."

 FirstName LastNameAdam Stone
 Comapany NameAja Holdco, Inc.
 March 12, 2024 Page 3
 FirstName LastNameAdam Stone
Aja Holdco, Inc.
March 12, 2024
Page 3
Sponsor Letter Agreement, page 9
10.We note your disclosure that pursuant to the Sponsor Letter Agreement "each of the
Insiders and ARYA agreed to terminate certain existing agreements or arrangements."
Please clarify what existing agreements or arrangements will be terminated.
Organizational Structure, page 10
11.We note that you included your organizational structures before and after the merger.
Please revise the post business combination structure to show what percentages of the
combined company will be owned by the current officers, directors and shareholders of
both ARYA and Adagio, as well as PIPE investors.
Risk Factors
Risks Related to Adagio's Business
Adagio is dependent on limited third-party suppliers and manufacturers, page 40
12.We note your disclosure that "Adagio relies on third-party suppliers to provide it with
certain components of its products, some of which are single-source suppliers." Please
identify specific third-party suppliers and briefly describe any contracts with such third-
party suppliers, upon which Adagio's business is substantially dependent.
Unfavorable U.S. or global economic conditions as a result of the COVID-19 pandemic, page 46
13.We note your reference to the potential impact on Adagio's "proteomics product
platform." Please revise here and in the Business section to describe this product platform
or advise.
Subscription Agreements, page 119
14.We note that in several sections of your prospectus you refer to the “commitments by
certain investors to subscribe for and purchase Class A Ordinary Shares in the open
market and not to redeem such shares prior to the Closing Date.” Please disclose here and
in other appropriate sections of the filing how you will determine the number of shares,
also referred to as the “New Adagio Common Stock,” to be issued pursuant to the
subscription agreements.
Background of the Business Combination, page 123
15.We note your disclosure that on January 25, 2023, representatives of ARYA provided
representatives of Adagio with a draft, non-binding term sheet with respect to the potential
business combination, which provided for a $75 million pre-transaction equity value of
Adagio. Please expand on this disclosure to explain how the parties arrived at the $75
million pre-transaction equity valuation, including the methodology employed in reaching
the valuation. Please provide corresponding disclosure for the other valuations noted in
the background section or explain what led to the changes in valuation during the course

 FirstName LastNameAdam Stone
 Comapany NameAja Holdco, Inc.
 March 12, 2024 Page 4
 FirstName LastNameAdam Stone
Aja Holdco, Inc.
March 12, 2024
Page 4
of the negotiations. In this regard, we note that between October 18, 2023 and November
28, 2023 it appears the equity value was reduced to $24 million. Finally, please expand on
your discussion of the drafts of the business combination agreement to note the equity
valuation included in such drafts or that the terms were consistent with the non-binding
term sheet.
16.We note your disclosure that during the November 28, 2023 meeting, "ARYA’s
management and representatives of the Sponsor provided the ARYA directors with an
update on Adagio’s business, including updates to Adagio’s financial projections and
refinements to Adagio’s go-to-market strategy." Please expand on this disclosure to
describe Adagio's original financial projections and go-to-market strategy as well as the
changes to such items.
17.We note your discussion relating to three potential business combination targets and seven
potential business combination targets on page 122. You identify only Adagio and
Amucus as potential acquisition targets in this section. Please identify each potential target
and describe any letters of intent or confidentially agreements entered into with
these target companies.
18.We note your discussion of the PIPE financing in this section. Please revise your
disclosure to discuss whether there were any valuations or other material information
about the SPAC, the target, or the de-SPAC transaction provided to potential PIPE
investors that have not been disclosed publicly.
Opinion of ARYA's Financial Advisor, page 136
19.We note your disclosure that in arriving at its opinion, Scalar reviewed certain internal
estimates, and other data relating to the business and financial prospects of Adagio that
were provided to Scalar by the management of ARYA. We also note your statement that
"Scalar also was advised by ARYA’s senior management, and Scalar assumed, that the
financial projections and other prospective information, including, but not limited to,
projections for the timely receipt of governmental, regulatory and other third-party
approvals, represented a reasonable basis upon which to evaluate the future business and
financial prospects of Adagio." Please clarify if Scalar received and reviewed financial
projections in connection with arriving at its opinion. If so, please disclose such
projections and qualitatively and quantitatively describe all material assumptions
underlying such projections.
Opinion of ARYA's Financial Advisor
Selected Precedent Financings and M&A Transactions Analysis, page 141
20.We note your statement that "Scalar selected these financings and M&A transactions
based on information obtained by searching SEC filings, public company disclosures,
press releases, equity research reports, industry and popular press reports, databases and
other sources." Please revise to clarify the specific selection criteria used to create the list

 FirstName LastNameAdam Stone
 Comapany NameAja Holdco, Inc.
 March 12, 2024 Page 5
 FirstName LastName
Adam Stone
Aja Holdco, Inc.
March 12, 2024
Page 5
of precedent financing and M&A transactions. Additionally, please note whether there
were any financing or M&A transactions that met the selection criteria but were excluded
from the list of precedent transactions.
Unaudited Pro Forma Condensed Combined Financial Information, page 166
21.Please expand your disclosures here or within Note 1 to provide a clear description of all
material components of Business Combination Agreement in addition to the Subscription
Agreements and any other material agreements as required by Article 11-02(a)(2) of
Regulation S-X. In this regard, also particularly provide discussions about the conversion
of both entity’s equity outstanding prior to the closing.
Note 2. Basis of Pro Forma Presentation, page 172
22.We note your conclusion that ARYA will be the accounting acquirer and Adagio will be
the accounting acquiree resulting in the use of the accounting method of accounting in
accordance with ASC 805. We further note that this conclusion is based, in part, on your
assessment that Adagio is considered a Variable Interest Entity (VIE) upon consummation
of the business combination due to the amount of “expected cash on hand resulting in the
equity at risk being considered insufficient for Adagio to finance its activities without
additional subordinated financial support.” Please provide us with your detailed analysis
of Adagio’s anticipated facts and circumstances at the closing of the business combination
with specific reference to the authoritative literature that supports your position. Refer to
ASC 810-10-25-37 and ASC 810-10-15-14 for guidance. In this regard, we note that prior
to the closing of the business combination, Adagio’s October 2022 convertible notes,
warrants, and convertible preferred stock all convert into Adagio’s common stock. Lastly,
please include in your response an accounting acquirer analysis under ASC 805-10-55-11
through ASC 805-10-55-15.
23.Please revise your tabular presentation of the pro forma shares of New Adagio Common
Stock outstanding to exclude all dilutive securities and present the dilutive securities to be
outstanding with the closing in a separate table or footnote disclosure by type and by
holder. Also address the need to disclose the New Adagio options issued to Adagio option
holders within Note 6. In this regard, we note the Sponsor Earn-Out Shares will be subject
to a vesting criteria and Adagio’s options will be converted into New Adagio options.
Also, separately present the shares to be acquired by the Perceptive PIPE Investor from
the other PIPE Investors, as it would appear that the Perceptive PIPE Investor has an
existing relationship with Adagio prior to the Business Combination. Refer to your
disclosures on page 262, which notes CVF LLC, the Preceptive PIPE Investor, is a holder
of more than 5% of Adagio’s capital stock.

 FirstName LastNameAdam Stone
 Comapany NameAja Holdco, Inc.
 March 12, 2024 Page 6
 FirstName LastName
Adam Stone
Aja Holdco, Inc.
March 12, 2024
Page 6
Business of Adagio and Certain Information about Adagio, page 202
24.Please revise this section to disclose the following:
•In regard to Adagio's product approved in the EU, please disclose if you are seeking
EU approval for your other products and if not, why not.
•In regard to Adagio's aspiration to receive FDA approval in the USA, clearly disclose
which of your three products you are seeking the FDA approval for.
•Clarify in what "select European markets" Adagio has commercially launched its
iCLAS Cryoablation System, as referenced on page 231.
•Clarify where Adagio's 97 full-time employees are located, as referenced on page
230.
•Clarify the basis for your belief that "Adagio’s future success is largely dependent on
its ability to successfully develop and commercialize in the United States its pipeline
products," as stated on page 32, because it appears that even though Adagio's product
launched in the EU in 2020, the company only achieved combined sales of less than
$0.5 million in the fiscal years 2021 and 2022.
Market Opportunity, page 202
25.Please provide the source or basis for the valuations, growth rates and estimates included
in this section or note these statements are the belief of management. With respect to the
CAGRs listed on page 203, please discuss any material assumptions underlying these
projections.
Current Ablation Catheter Technology Landscape, page 210
26.Please expand on your disclosure to explain the CIRCA-DOSE randomized clinical trial,
including who conducted the trial and when it was performed.
Key Benefits of ULTC, page 213
27.We note your statement that "[w]hile still at an early stage, we believe our ULTC results
could potentially demonstrate a more durable clinical outcome." Please clarify what you
mean by a more durable clinical outcome. Additionally, we note that the data presented in
the chart on page 213 is not based on head-to-head clinical trials. You may not present a
comparison of your product candidate to other products or third party product candidates
unless you have conducted head-to-head trials. You may present objective result of
clinical trials, but such results should not be compared to alternative products unless head-
to-head studies were conducted. Accordingly, please remove these comparisons from the
prospectus.
Clinical Data, page 217
28.Please revise this section to include a brief description of the October 2021