Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2024 | |
Entity Listings [Line Items] | |
Document Type | S-1 |
Entity Registrant Name | Adagio Medical Holdings, Inc. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0002006986 |
Amendment Flag | false |
CONSOLIDATED CONDENSED BALANCE
CONSOLIDATED CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2024 | Mar. 31, 2024 | Feb. 27, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Feb. 28, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 02, 2021 |
Current assets: | ||||||||||
Total assets | ||||||||||
Current liabilities: | ||||||||||
Total liabilities | 5,000 | 5,000 | ||||||||
Shareholders' Deficit: | ||||||||||
Common stock, $0.001 par value; 6,594,946 shares authorized as of June 30, 2024 and December 31, 2023; 786,782 shares and 786,510 shares issued as of June 30, 2024 and December 31, 2023, respectively; 780,180 shares and 779,908 shares outstanding as of June 30, 2024 and December 31, 2023, respectively. | 0 | 0 | ||||||||
Additional paid-in capital | 2,134,199 | 0 | ||||||||
Accumulated deficit | (2,139,199) | (5,000) | ||||||||
Total stockholders' deficit | (5,000) | $ (5,000) | (5,000) | |||||||
Total liabilities, convertible preferred stock, and stockholders' deficit | 0 | 0 | ||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV | ||||||||||
Current assets: | ||||||||||
Cash | 26,058 | 20,191 | $ 91,049 | |||||||
Prepaid expenses | 28,463 | 56,547 | 55,400 | |||||||
Total current assets | 54,521 | 76,738 | 146,449 | |||||||
Cash held in Trust Account | 37,938,923 | 40,575,949 | 151,628,894 | |||||||
Total assets | 37,993,444 | 40,652,687 | 151,775,343 | |||||||
Current liabilities: | ||||||||||
Accounts payable | 156,536 | 130,524 | 65,892 | |||||||
Accrued expenses | 6,569,307 | 9,837,703 | 5,994,774 | |||||||
Due to related party | $ 0 | $ 210,000 | $ 90,000 | |||||||
Other Liability, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | Related Party [Member] | |||||||
Convertible notes payable, current | $ 3,616,000 | $ 2,175,000 | $ 120,000 | |||||||
Notes Payable, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | Related Party [Member] | |||||||
Total current liabilities | $ 10,341,843 | $ 12,353,227 | $ 6,270,666 | |||||||
Deferred underwriting commissions | 2,616,250 | 2,616,250 | 2,616,250 | $ 5,200,000 | ||||||
Total liabilities | 12,958,093 | 14,969,477 | 8,886,916 | |||||||
Commitments and Contingencies | ||||||||||
Convertible preferred stock, $0.001 par value; 4,939,946 shares authorized as of June 30, 2024 and December 31, 2023; 4,732,044 shares and 4,939,946 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively, with aggregate liquidation preference of $86,936 and $91,637 as of June 30, 2024 and December 31, 2023, respectively | 37,838,923 | 37,019,896 | $ 4,358,804 | 40,475,949 | 151,528,894 | |||||
Shareholders' Deficit: | ||||||||||
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued or outstanding as of June 30, 2024 and December 31, 2023 | 0 | 0 | 0 | |||||||
Additional paid-in capital | 412,421 | 0 | 0 | |||||||
Accumulated deficit | (13,216,419) | (14,793,163) | (8,640,891) | |||||||
Total stockholders' deficit | (12,803,574) | $ (14,520,932) | (14,792,739) | $ (10,247,915) | $ (10,029,063) | (8,640,467) | $ (10,295,307) | |||
Total liabilities, convertible preferred stock, and stockholders' deficit | 37,993,444 | 40,652,687 | 151,775,343 | |||||||
Class A ordinary shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||||||||||
Current liabilities: | ||||||||||
Convertible preferred stock, $0.001 par value; 4,939,946 shares authorized as of June 30, 2024 and December 31, 2023; 4,732,044 shares and 4,939,946 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively, with aggregate liquidation preference of $86,936 and $91,637 as of June 30, 2024 and December 31, 2023, respectively | $ 4,358,804 | $ 115,071,882 | ||||||||
Shareholders' Deficit: | ||||||||||
Common stock, $0.001 par value; 6,594,946 shares authorized as of June 30, 2024 and December 31, 2023; 786,782 shares and 786,510 shares issued as of June 30, 2024 and December 31, 2023, respectively; 780,180 shares and 779,908 shares outstanding as of June 30, 2024 and December 31, 2023, respectively. | 50 | 50 | 50 | |||||||
Class B ordinary shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||||||||||
Shareholders' Deficit: | ||||||||||
Common stock, $0.001 par value; 6,594,946 shares authorized as of June 30, 2024 and December 31, 2023; 786,782 shares and 786,510 shares issued as of June 30, 2024 and December 31, 2023, respectively; 780,180 shares and 779,908 shares outstanding as of June 30, 2024 and December 31, 2023, respectively. | $ 374 | $ 374 | $ 374 |
CONSOLIDATED CONDENSED BALANC_2
CONSOLIDATED CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2024 | Feb. 27, 2024 | Feb. 13, 2024 | Dec. 31, 2023 | Feb. 28, 2023 | Dec. 31, 2022 |
Shareholders' Deficit: | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Ordinary shares, shares authorized (in shares) | 1,000 | 1,000 | ||||
Ordinary shares, shares issued (in shares) | 1 | 1 | ||||
Ordinary shares, shares outstanding (in shares) | 1 | |||||
CIK0001838821_ARYA Sciences Acquisition Corp IV | ||||||
Shareholders' Deficit: | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||
Preference shares, shares issued (in shares) | 0 | 0 | 0 | |||
Preference shares, shares outstanding (in shares) | 0 | 0 | 0 | |||
Common stock, par value (in dollars per share) | $ 0.01 | |||||
Class A ordinary shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||||||
Liabilities and Shareholders' Deficit | ||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Convertible preferred stock, shares outstanding | 3,300,016 | 3,690,831 | 14,950,000 | |||
Ordinary shares subject to possible redemption, redemption price (in dollars per share) | $ 11.47 | $ 10.97 | $ 10.30 | |||
Shareholders' Deficit: | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | 0.0001 | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares authorized (in shares) | 479,000,000 | 479,000,000 | 479,000,000 | |||
Ordinary shares, shares issued (in shares) | 499,000 | 499,000 | 499,000 | |||
Ordinary shares, shares outstanding (in shares) | 499,000 | 499,000 | 499,000 | |||
Class B ordinary shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||||||
Shareholders' Deficit: | ||||||
Preferred stock, par value | $ 0.001 | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Ordinary shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | 20,000,000 | |||
Ordinary shares, shares issued (in shares) | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | |
Ordinary shares, shares outstanding (in shares) | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 |
UNAUDITED CONSOLIDATED CONDENSE
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income from operations | ||||
Open Market Subscription Agreement expense | $ (713,794) | $ (2,134,199) | ||
Subscription agreement expense | (2,134,199) | |||
Net loss | $ (713,794) | $ (2,134,199) | ||
Basic weighted average shares outstanding (in shares) | 1 | 1 | ||
Diluted weighted average shares outstanding (in shares) | 1 | 1 | ||
Net loss per share attributable to common stockholders - basic (in dollars per share) | $ (713,794) | $ (2,134,199) | ||
Diluted net loss per common share (in dollars per share) | $ (713,794) | $ (2,134,199) | ||
CIK0001838821_ARYA Sciences Acquisition Corp IV | ||||
Income from operations | ||||
General and administrative expenses | $ 252,199 | $ 78,851 | $ 863,939 | $ 1,047,448 |
Loss from operations | (252,199) | (78,851) | (863,939) | (1,047,448) |
Gain on extinguishment of legal expenses | 2,302,557 | 0 | 3,577,104 | 0 |
Subscription agreement expense | (713,794) | 0 | (2,134,199) | 0 |
Interest earned on cash and investments held in Trust Account | (486,027) | (460,364) | (997,778) | (1,589,210) |
Total other income (expense), net | 2,074,790 | 460,364 | 2,440,683 | 1,589,210 |
Net loss | $ 1,822,591 | $ 381,513 | $ 1,576,744 | $ 541,762 |
Class A ordinary shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||||
Income from operations | ||||
Basic weighted average shares outstanding (in shares) | 3,799,016 | 3,690,831 | 3,922,090 | 7,485,358 |
Diluted weighted average shares outstanding (in shares) | 3,799,016 | 3,690,831 | 3,922,090 | 7,485,358 |
Net loss per share attributable to common stockholders - basic (in dollars per share) | $ 0.24 | $ 0.05 | $ 0.21 | $ 0.05 |
Diluted net loss per common share (in dollars per share) | $ 0.24 | $ 0.05 | $ 0.21 | $ 0.05 |
Class B ordinary shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||||
Income from operations | ||||
Basic weighted average shares outstanding (in shares) | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 |
Diluted weighted average shares outstanding (in shares) | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 |
Net loss per share attributable to common stockholders - basic (in dollars per share) | $ 0.24 | $ 0.05 | $ 0.21 | $ 0.05 |
Diluted net loss per common share (in dollars per share) | $ 0.24 | $ 0.05 | $ 0.21 | $ 0.05 |
UNAUDITED CONSOLIDATED CONDEN_2
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Ordinary Shares Class A ordinary shares CIK0001838821_ARYA Sciences Acquisition Corp IV | Ordinary Shares Class B ordinary shares CIK0001838821_ARYA Sciences Acquisition Corp IV | Ordinary Shares | Additional Paid-in Capital CIK0001838821_ARYA Sciences Acquisition Corp IV | Additional Paid-in Capital | Accumulated Deficit CIK0001838821_ARYA Sciences Acquisition Corp IV | Accumulated Deficit | CIK0001838821_ARYA Sciences Acquisition Corp IV | Total |
Beginning Balance at Dec. 31, 2021 | $ 50 | $ 374 | $ 0 | $ (10,295,731) | $ (10,295,307) | ||||
Beginning balance (in shares) at Dec. 31, 2021 | 499,000 | 3,737,500 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Adjustment of accretion of Class A ordinary shares subject to possible redemption | $ 0 | $ 0 | 0 | 587,356 | 587,356 | ||||
Net income | 0 | 0 | 0 | 1,067,484 | 1,067,484 | ||||
Ending Balance at Dec. 31, 2022 | $ 50 | $ 374 | 0 | (8,640,891) | (8,640,467) | ||||
Ending balance (in shares) at Dec. 31, 2022 | 499,000 | 3,737,500 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Adjustment of accretion of Class A ordinary shares subject to possible redemption | $ 0 | $ 0 | 0 | (1,548,845) | (1,548,845) | ||||
Net income | 0 | 0 | 0 | 160,249 | 160,249 | ||||
Ending Balance at Mar. 31, 2023 | $ 50 | $ 374 | 0 | (10,029,487) | (10,029,063) | ||||
Ending balance (in shares) at Mar. 31, 2023 | 499,000 | 3,737,500 | |||||||
Beginning Balance at Dec. 31, 2022 | $ 50 | $ 374 | 0 | (8,640,891) | (8,640,467) | ||||
Beginning balance (in shares) at Dec. 31, 2022 | 499,000 | 3,737,500 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income | 541,762 | ||||||||
Ending Balance at Jun. 30, 2023 | $ 50 | $ 374 | 0 | (10,248,339) | (10,247,915) | ||||
Ending balance (in shares) at Jun. 30, 2023 | 499,000 | 3,737,500 | |||||||
Beginning Balance at Dec. 31, 2022 | $ 50 | $ 374 | 0 | (8,640,891) | (8,640,467) | ||||
Beginning balance (in shares) at Dec. 31, 2022 | 499,000 | 3,737,500 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Adjustment of accretion of Class A ordinary shares subject to possible redemption | $ 0 | $ 0 | 0 | (4,018,937) | (4,018,937) | ||||
Net income | 0 | 0 | 0 | (2,133,335) | (2,133,335) | ||||
Ending Balance at Dec. 31, 2023 | $ 50 | $ 374 | $ 0 | 0 | $ 0 | (14,793,163) | $ (5,000) | (14,792,739) | $ (5,000) |
Ending balance (in shares) at Dec. 31, 2023 | 499,000 | 3,737,500 | |||||||
Beginning Balance at Mar. 31, 2023 | $ 50 | $ 374 | 0 | (10,029,487) | (10,029,063) | ||||
Beginning balance (in shares) at Mar. 31, 2023 | 499,000 | 3,737,500 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Adjustment of accretion of Class A ordinary shares subject to possible redemption | $ 0 | $ 0 | 0 | (600,365) | (600,365) | ||||
Net income | 0 | 0 | 0 | 381,513 | 381,513 | ||||
Ending Balance at Jun. 30, 2023 | $ 50 | $ 374 | 0 | (10,248,339) | (10,247,915) | ||||
Ending balance (in shares) at Jun. 30, 2023 | 499,000 | 3,737,500 | |||||||
Beginning Balance at Dec. 18, 2023 | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income | 0 | 0 | (5,000) | (5,000) | |||||
Ending Balance at Dec. 31, 2023 | $ 50 | $ 374 | 0 | 0 | 0 | (14,793,163) | (5,000) | (14,792,739) | (5,000) |
Ending balance (in shares) at Dec. 31, 2023 | 499,000 | 3,737,500 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Subscription Agreement Expense | $ 0 | $ 0 | 1,420,405 | 0 | 1,420,405 | ||||
Adjustment of accretion of Class A ordinary shares subject to possible redemption | 0 | 0 | (902,751) | 0 | (902,751) | ||||
Net income | 0 | 0 | 0 | (245,847) | (1,420,405) | (245,847) | (1,420,405) | ||
Ending Balance at Mar. 31, 2024 | $ 50 | $ 374 | 517,654 | 1,420,405 | (15,039,010) | (1,425,405) | (14,520,932) | (5,000) | |
Ending balance (in shares) at Mar. 31, 2024 | 499,000 | 3,737,500 | |||||||
Beginning Balance at Dec. 31, 2023 | $ 50 | $ 374 | $ 0 | 0 | 0 | (14,793,163) | (5,000) | (14,792,739) | (5,000) |
Beginning balance (in shares) at Dec. 31, 2023 | 499,000 | 3,737,500 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income | 1,576,744 | (2,134,199) | |||||||
Ending Balance at Jun. 30, 2024 | $ 50 | $ 374 | 412,421 | 2,134,199 | (13,216,419) | (2,139,199) | (12,803,574) | (5,000) | |
Ending balance (in shares) at Jun. 30, 2024 | 499,000 | 3,737,500 | |||||||
Beginning Balance at Mar. 31, 2024 | $ 50 | $ 374 | 517,654 | 1,420,405 | (15,039,010) | (1,425,405) | (14,520,932) | (5,000) | |
Beginning balance (in shares) at Mar. 31, 2024 | 499,000 | 3,737,500 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Subscription Agreement Expense | $ 0 | $ 0 | 713,794 | 0 | 713,794 | ||||
Adjustment of accretion of Class A ordinary shares subject to possible redemption | 0 | 0 | (819,027) | 0 | (819,027) | ||||
Net income | 0 | 0 | 0 | 1,822,591 | (713,794) | 1,822,591 | (713,794) | ||
Ending Balance at Jun. 30, 2024 | $ 50 | $ 374 | $ 412,421 | $ 2,134,199 | $ (13,216,419) | $ (2,139,199) | $ (12,803,574) | $ (5,000) | |
Ending balance (in shares) at Jun. 30, 2024 | 499,000 | 3,737,500 |
UNAUDITED CONSOLIDATED CONDEN_3
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Cash Flows from Operating Activities: | ||||
Net income | $ (713,794) | $ (2,134,199) | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Open Market Subscription Agreement expense | 713,794 | 2,134,199 | ||
Subscription Agreement Expense | 2,134,199 | |||
Changes in operating assets and liabilities: | ||||
Net cash used in operating activities | 0 | |||
Cash Flows from Financing Activities: | ||||
Cash and cash equivalents, beginning of period | 0 | |||
Cash and cash equivalents, end of period | 0 | 0 | ||
CIK0001838821_ARYA Sciences Acquisition Corp IV | ||||
Cash Flows from Operating Activities: | ||||
Net income | 1,822,591 | $ 381,513 | 1,576,744 | $ 541,762 |
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Gain on extinguishment of legal expenses | (2,302,557) | 0 | (3,577,104) | 0 |
Subscription Agreement Expense | 713,794 | 0 | 2,134,199 | 0 |
Interest earned on cash and investments held in Trust Account | (486,027) | (460,364) | (997,778) | (1,589,210) |
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 28,085 | (208,604) | ||
Accounts payable | 26,012 | 13,717 | ||
Accrued expenses | 308,707 | 529,319 | ||
Due to related party | (210,000) | 60,000 | ||
Net cash used in operating activities | (711,133) | (653,016) | ||
Cash Flows from Investing Activities: | ||||
Cash deposited in Trust Account | (724,000) | (560,000) | ||
Cash withdrawn from Trust Account for redemption | 4,358,804 | 115,071,882 | ||
Net cash used in investing activities | 3,634,804 | 114,511,882 | ||
Cash Flows from Financing Activities: | ||||
Proceeds from convertible promissory note - related party | 1,441,000 | 1,140,000 | ||
Redemption of Class A ordinary shares | (4,358,804) | (115,071,882) | ||
Net cash provided by financing activities | (2,917,804) | (113,931,882) | ||
Net change in cash | 5,867 | (73,016) | ||
Cash and cash equivalents, beginning of period | 20,191 | 91,049 | ||
Cash and cash equivalents, end of period | $ 26,058 | $ 18,033 | $ 26,058 | $ 18,033 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations ARYA Sciences Acquisition Corp IV (the “Company” or “ARYA”) was incorporated as a Cayman Islands exempted company on August 24, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. All activity for the period from August 24, 2020 (inception) through June 30, 2024 was related to the Company’s formation and initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of income earned on investments or cash held in the Trust Account (as defined below) from the proceeds derived from the Initial Public Offering. The Company has one wholly owned subsidiary, Aja Holdco, Inc., a Delaware corporation (“ListCo” or “HoldCo”), formed on December 19, 2023 and ARYA Merger Sub, a Cayman Islands exempted company (“ARYA Merger Sub”) formed on December 18, 2023. The Company’s sponsor is ARYA Sciences Holdings IV, a Cayman Islands exempted company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 25, 2021. On March 2, 2021, the Company consummated its Initial Public Offering of 14,950,000 Class A ordinary shares (the “Public Shares”), including the 1,950,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $149.5 million, and incurring offering costs of approximately $8.8 million, inclusive of approximately $5.2 million in deferred underwriting commissions (see Note 5). On August 8, 2022, the Company received a waiver from one of the underwriters of its Initial Public Offering pursuant to which such underwriter waived all rights to its 50% share of the deferred underwriting commissions payable upon completion of an initial Business Combination (the “Waiver”). In connection with the Waiver, the underwriter also agreed that (i) the Waiver is not intended to allocate its 50% portion of the deferred underwriting commissions to the other underwriter that has not waived its right to receive its share of the deferred underwriting commissions and (ii) the waived portion of the deferred underwriting commissions can, at the discretion of the Company, be paid to one or more parties or otherwise be used in connection with an initial Business Combination. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 499,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $149.5 million ($10.00 per Public Share) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and were invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company, acting as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the First Extension Amendment Proposal described below. For more information on the partial liquidation of the Trust Account in connection with the adoption of the First Extension Amendment Proposal and the related redemption of Class A ordinary shares, see below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Shareholders”) of Public Shares, with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters of its Initial Public Offering (as discussed in Note 5). These Public Shares are classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company adopted upon the consummation of the Initial Public Offering and subsequently amended in connection with the adoption of First Extension Amendment Proposal and Second Extension Amendment Proposal described below (as amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares they hold in favor of a Business Combination. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete its Business Combination within the time period during which the Company is required to consummate a Business Combination pursuant to the Amended and Restated Memorandum and Articles of Association (the “Business Combination Period”), or (b) with respect to any other provision relating to the rights of Public Shareholders, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company has not completed a Business Combination within the Business Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten The initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares held by them if the Company fails to complete a Business Combination within the Business Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Business Combination Period. The underwriters of the Initial Public Offering agreed to waive their rights to their deferred underwriting commissions (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Business Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (excluding the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the assets in the Trust Account, in each case net of the interest that may be withdrawn to pay for the Company’s tax obligations. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. The Sponsor may not be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. On February 28, 2023, the Company held an extraordinary general meeting of shareholders in view of approving an amendment to its Amended and Restated Memorandum and Articles of Association to extend the date (the “Termination Date”) by which the Company has to consummate a Business Combination from March 2, 2023 (the “Original Termination Date”) to June 2, 2023 (the “Previous Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to nine times by an additional one month five days thirty-six The Company approved one-month extensions on June 2, 2023, July 2, 2023, August 2, 2023, September 2, 2023, October 2, 2023, November 2, 2023, December 2, 2023, January 2, 2024 and February 2, 2024. In connection with the extensions on June 2, 2023, July 2, 2023, August 2, 2023, and September 2, 2023, the Company drew an aggregate amount of $560,000 from the Second Convertible Promissory Note in the principal amount of up to $1,680,000. In connection with the extensions on October 2, 2023, November 2, 2023 and December 2, 2023, January 2, 2024 and February 2, 2024, the Company drew an aggregate amount of $900,000 from the Third Promissory Note (as defined below). The Company also drew additional funds under the Second Convertible Promissory Note and the Third Promissory Note in view of funding the Company’s ongoing working capital (for more information see Note 4). As contemplated by the Amended and Restated Memorandum and Articles of Association, the holders of Public Shares were able to elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account in connection with the First Extension Amendment Proposal. On February 28, 2023, the First Extension Amendment Proposal was adopted and 11,259,169 Public Shares were redeemed for an aggregate amount of $115,071,882. Following the adoption of the First Extension Amendment Proposal, the Company has 4,189,831 Class A ordinary shares, including 3,690,831 Public Shares and 499,000 Private Placement Shares, and 3,737,500 Class B ordinary shares issued and outstanding. See below for more information on additional redemptions in connection with the second amendment of the Amended and Restated Memorandum and Articles of Association to further extend the time period the Company has to consummate a Business Combination following March 2, 2024. On February 27, 2024, the Company held an extraordinary general meeting of shareholders to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association to extend the Termination Date by which the Company has to consummate a Business Combination from March 2, 2024 (the “Previous Termination Date”) to April 2, 2024 (the “Articles Extension Date”) and to allow the Company without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis up to eleven times by an additional one month On February 27, 2024, the Second Extension Amendment Proposal was adopted and 390,815 Public Shares were redeemed for an aggregate amount of approximately $4,358,804. Following the adoption of the Second Extension Amendment Proposal, the Company had 3,799,016 Class A ordinary shares, including 3,300,016 Public Shares and 499,000 private placement shares, and 3,737,500 Class B ordinary shares issued and outstanding. Following the approval of the Second Extension Amendment Proposal, the ordinary shares held by the initial shareholders represented 56.2% of the issued and outstanding ordinary shares (including Private Placement Shares). For more information on the extensions that were approved to extend the Business Combination Period beyond April 2, 2024, see Note 9. On February 26, 2024, the Company received a notice from the staff of the Listing Qualifications Department (the “Listing Department”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, unless the Company timely requested a hearing (the “Hearing”) before the Nasdaq Hearings Panel (the “Panel”), trading of the Company’s securities on The Nasdaq Capital Market would be suspended at the opening of business on March 6, 2024, due to the Company’s noncompliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its Initial Public Offering registration statement. The Company timely requested the Hearing before the Panel to request sufficient time to complete the Company’s previously disclosed Proposed Adagio Business Combination. Subsequently, on March 26, 2024, the Company received an additional and separate notice from the staff of the Listing Department of Nasdaq formally notifying the Company that the deficiency under Nasdaq Listing Rule 5620(a) requiring the Company to hold an annual meeting of shareholders within twelve months of its fiscal year ended December 21, 2022, serves as an additional and separate basis for delisting. The Panel considered both matters at the hearing that was held on April 25, 2024. On May 13, 2024, the Panel issued written notice of its decision to grant the Company’s request for an exception to its listing deficiencies until August 23, 2024 in light of the progress the Company has made toward closing the Proposed Adagio Business Combination. The Panel advised the Company that August 23, 2024 represents the full extent of the Panel’s discretion to grant continued listing while the Company is non-compliant with the Nasdaq’s Listing Rules. There can be no assurance that the Company will be able to satisfy Nasdaq’s continued listing requirements, obtain a favorable determination of the Panel on the Company’s ability to remain listed on The Nasdaq Capital Market and maintain compliance with other Nasdaq listing requirements prior to or following the consummation of a Business Combination. On April 2, 2024, the Company approved the first one-month extension of the time period during which it may consummate an initial Business Combination. In connection with this extension of the Business Combination Period to May 2, 2024, the Company drew an aggregate of $111,000 from the Fourth Convertible Promissory Note. As provided for in the Amended and Restated Memorandum and Articles of Association, the Company will deposit the extension funds into the Trust Account. On May 2, 2024, the Company approved the second one-month extension of the time period during which it may consummate an initial Business Combination. In connection with this extension of the Business Combination Period to June 2, 2024, the Company drew an aggregate of $111,000 from the Fourth Convertible Promissory Note. As provided for in the Amended and Restated Memorandum and Articles of Association, the Company will deposit the extension funds into the Trust Account. The Company also drew $74,000 under the Fourth Convertible Promissory Note for general working capital purposes. On June 2, 2024, the Company approved the third one-month extension of the time period during which it may consummate an initial business combination (such time period, the “Business Combination Period”). In connection with this extension of the Business Combination Period to July 2, 2024 (the “Extension”), the Company drew an aggregate of $111,000 (the “Extension Funds”) from the unsecured promissory note in the principal amount of up to $1,000,000 (the “Fourth Convertible Promissory Note”), dated February 8, 2024, by and between the Company and ARYA Sciences Holdings IV (the “Sponsor”). As provided for in the Company’s amended and restated memorandum and articles of association (as amended, the “A&R Memorandum and Articles of Association”), the Company will deposit the Extension Funds into the trust account that was established by the Company in connection with its initial public offering (the “Trust Account”). The Company also drew $53,000 under the Fourth Convertible Promissory Note and $11,000 from the unsecured promissory note in the principal amount of $1,680,000, dated February 8, 2023, by and between the Company and the Sponsor for general working capital purposes (as amended on February 14, 2024, the “Second Convertible Promissory Note”). On June 28, 2024,the Company issued an unsecured convertible promissory note (the “Fifth Convertible Promissory Note”) to the Sponsor, pursuant to which the Company may borrow $150,000 (the “Working Capital Loan”) from the Sponsor for general corporate purposes and the funding of the deposits required to be made into the Company’s trust account in connection with the monthly extensions of the time period during which the Company may consummate a Business Combination (as defined below) in accordance with the Company’s amended and restated memorandum and articles of association, as amended from time to time. Such loan may, at the Sponsor’s discretion, be converted into the Company’s Class A ordinary shares, par value $0.0001 per share (the “Working Capital Shares”), at a conversion price equal to $10.00 per Working Capital Share. Going Concern As of June 30, 2024, the Company had $26,058 in its operating bank account and a working capital deficit of $10,287,324. As of June 30, 2024, there was $120,000 of borrowings outstanding under the First Convertible Promissory Note. As of June 30, 2024 and December 31, 2023, $1,585,000 was drawn under the Second Convertible Promissory Note. As of June 30, 2024 and December 31, 2023, $900,000 and $470,000, was drawn under the Third Promissory Note, respectively. As of June 30, 2024 and December 31, 2023, $540,000 and $0, was drawn under the Fourth Convertible Promissory Note, respectively. On July 31, 2024, the Company announced the closing of its previously announced Business Combination with Adagio Medical Inc. and Aja HoldCo Inc. (“ListCo”) (the “Closing”) (see Note 5). As of July 31, 2024, substantial doubt about the Company’s ability to continue as a going concern was alleviated due to the closing of a business combination. Risks and Uncertainties Results of operations and the Company’s ability to complete a Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control. The Company’s business of pursuing and consummating an initial Business Combination could be impacted by, among other things, downturns in the financial markets or in economic conditions, export controls, tariffs, trade wars, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine or the conflict in Israel and Palestine. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may materially impact the Company’s business and its ability to complete an initial Business Combination. | Note 1 — Description of Organization and Business Operations ARYA Sciences Acquisition Corp IV (the “Company”) was incorporated as a Cayman Islands exempted company on August 24, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. All activity for the period from August 24, 2020 (inception) through December 31, 2023 was related to the Company’s formation and initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of income earned on investments or cash held in the Trust Account (as defined below) from the proceeds derived from the Initial Public Offering. The Company’s sponsor is ARYA Sciences Holdings IV, a Cayman Islands exempted limited company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 25, 2021. On March 2, 2021, the Company consummated its Initial Public Offering of 14,950,000 Class A ordinary shares (the “Public Shares”), including the 1,950,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $149.5 million, and incurring offering costs of approximately $8.8 million, inclusive of approximately $5.2 million in deferred underwriting commissions (see Note 5). On August 8, 2022, the Company received a waiver from one of the underwriters of its Initial Public Offering pursuant to which such underwriter waived all rights to its 50% share of the deferred underwriting commissions payable upon completion of an initial Business Combination. In connection with this waiver, the underwriter also agreed that (i) this waiver is not intended to allocate its 50% portion of the deferred underwriting commissions to the other underwriter that has not waived its right to receive its share of the deferred underwriting commissions and (ii) the waived portion of the deferred underwriting commissions can, at the discretion of the Company, be paid to one or more parties or otherwise be used in connection with an initial Business Combination. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 499,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $149.5 million ($10.00 per Public Share) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and were invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company acting, as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the Extension Amendment Proposal described below. For more information on the partial liquidation of the Trust Account in connection with the adoption of the Extension Amendment Proposal and the related redemption of Class A ordinary shares, see below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Shareholders”) of Public Shares, with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company adopted upon the consummation of the Initial Public Offering and subsequently amended in connection with the adoption of Extension Amendment Proposal described below (as amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares they hold in favor of a Business Combination. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete its Business Combination within the time period during which the Company is required to consummate a Business Combination pursuant to the Amended and Restated Memorandum and Articles of Association (the “Business Combination Period”), or (b) with respect to any other provision relating to the rights of Public Shareholders, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company has not completed a Business Combination within the Business Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares held by them if the Company fails to complete a Business Combination within the Business Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Business Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commissions (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Business Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (excluding the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the assets in the Trust Account, in each case net of the interest that may be withdrawn to pay for the Company’s tax obligations. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. The Sponsor may not be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. On February 28, 2023, the Company held an extraordinary general meeting of shareholders in view of approving an amendment to its Amended and Restated Memorandum and Articles of Association to extend the date (the “Termination Date”) by which the Company has to consummate a Business Combination from March 2, 2023 (the “Original Termination Date”) to June 2, 2023 (the “Previous Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to nine times by an additional one month five days thirty-six months The Company approved one-month extensions on June 2, 2023, July 2, 2023, August 2, 2023, September 2, 2023, October 2, 2023, November 2, 2023 and December 2, 2023. In connection with the extensions on June 2, 2023, July 2, 2023, August 2, 2023, and September 2, 2023, the Company drew an aggregate amount of $560,000 from the Second Convertible Promissory Note in the principal amount of up to $1,680,000. In connection with the extensions on October 2, 2023, November 2, 2023 and December 2, 2023, the Company drew an aggregate amount of $420,000 from the Third Promissory Note (as defined below). The Company also drew additional funds under the Second Convertible Promissory Note and the Third Promissory Note in view of funding the Company’s ongoing working capital (for more information see Note 4). As contemplated by the Amended and Restated Memorandum and Articles of Association, the holders of Public Shares were able to elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account in connection with the Extension Amendment Proposal. On February 28, 2023, the Extension Amendment Proposal was adopted and 11,259,169 Public Shares were redeemed for an aggregate amount of $115,071,882. Following the adoption of the Extension Amendment Proposal, the Company has 4,189,831 Class A ordinary shares, including 3,690,831 Public Shares and 499,000 Private Placement Shares, and 3,737,500 Class B ordinary shares issued and outstanding. See “Note 9 – Subsequent Events” for more information on (i) additional redemptions in connection with the second amendment of the Amended and Restated Memorandum and Articles of Association to further extend the time period the Company has to consummate a Business Combination following March 2, 2024, and (ii) additional draws under the Third Promissory Note to fund additional one-month extensions that were approved subsequently to the date of financial statements included herein on January 2, 2024 and February 2, 2024. Going Concern As of December 31, 2023, the Company had $20,191 in its operating bank account and working capital deficit of $12,276,486. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, the loan of approximately $161,000 from the Sponsor pursuant to the Note (as defined in Note 4), the proceeds from the consummation of the Private Placement not held in the Trust Account, the First Convertible Promissory Note and the Second Convertible Promissory Note. The Company fully repaid the Note upon closing of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, affiliates of the Sponsor, or the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of December 31, 2023 and 2022, there were $2,175,000 and $120,000 of borrowings outstanding under the First Convertible Promissory Note, Second Convertible Promissory Note and Third Convertible Promissory Note (see Note 4 for additional information). The Company cannot provide any assurance that new financing along the lines detailed above will be available to it on commercially acceptable terms, if at all. Further, the Company has until the end of the Business Combination Period to consummate a Business Combination, but the Company cannot provide assurance that it will be able to consummate a Business Combination by that date. If a Business Combination is not consummated by the required date, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Basis of Presentation - Going Concern,” management has determined that the working capital deficit and mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete its initial Business Combination before the mandatory liquidation date; however, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Business Combination Period. No adjustments have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after the end of the Business Combination Period, nor do these financial statements include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Results of operations and the Company’s ability to complete a Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control. The Company’s business of pursuing and consummating an initial Business Combination could be impacted by, among other things, downturns in the financial markets or in economic conditions, export controls, tariffs, trade wars, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine or the conflict in Israel and Palestine. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may materially impact the Company’s business and its ability to complete an initial Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and immaterial amounts were accrued for the payment of penalties for the period from December 19, 2023 to December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Loss Per Common Stock Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. At December 31, 2023 the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then shares in the earnings of the Company. As a result, diluted loss per common stock is the same as basic loss per common stock for the period presented. Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2024 and December 31, 2023, the carrying values of accounts payable due to related party approximate their fair values due to the short-term nature of the instruments. Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2024. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and immaterial amounts were accrued for the payment of penalties for the years ended June 30, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net (Loss) Per Common Stock Net (loss) per common share is computed by dividing net (loss) by the weighted average number of common shares outstanding for the periods. Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. | |
CIK0001838821_ARYA Sciences Acquisition Corp IV | |||
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been consolidated condensed or omitted from these unaudited consolidated condensed financial statements as they are not required for interim financial statements. In the opinion of management, the unaudited consolidated condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected through December 31, 2024 or any future periods. The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 29, 2024. Principles of Consolidation The accompanying unaudited consolidated condensed financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited consolidated condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Cash Balances The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2024 and December 31, 2023. Use of Estimates The preparation of unaudited consolidated condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the unaudited consolidated condensed financial statements. Actual results could differ from those estimates. Trust Account Initially, the Company’s portfolio of investments was comprised of U.S. Treasury securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income and unrealized gain on investments held in Trust Account in the accompanying consolidated condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company, acting as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the First Extension Amendment Proposal described above (see Note 1). Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2024 and December 31, 2023, the carrying values of cash, accounts payable, accrued expenses and due to related party approximate their fair values due to the short-term nature of the instruments. The fair value of investments held in Trust Account was determined using quoted prices in active markets. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ deficit. The Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2024 and December 31, 2023, 3,300,016 and 3,690,831 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2024 and December 31, 2023. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2024 and December 31, 2023, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with the Cayman Islands’ income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited consolidated condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income Per Ordinary Share The Company has two classes of shares: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the periods. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts): For the Three Months Ended June 30, 2024 2023 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 1,313,094 $ 1,291,832 $ 189,558 $ 191,955 Denominator: Basic and diluted weighted average shares outstanding 3,799,016 3,737,500 3,690,831 3,737,500 Basic and diluted net income per ordinary share $ 0.24 $ 0.24 $ 0.05 $ 0.05 For the Six Months Ended June 30, 2024 2023 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 1,207,966 $ 1,151,113 $ 361,341 $ 180,421 Denominator: Basic and diluted weighted average shares outstanding 3,922,090 3,737,500 7,485,358 3,737,500 Basic and diluted net income per ordinary share $ 0.21 $ 0.21 $ 0.05 $ 0.05 Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s unaudited consolidated condensed financial statements. | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Cash Balances The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2023. As of December 31, 2022, the Company had no cash equivalents, aside from the cash maintained in the Trust Account (see Note 8). Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Trust Account Initially, the Company’s portfolio of investments was comprised of U.S. Treasury securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income and unrealized gain on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company acting, as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the Extension Amendment Proposal described above (see Note 1). Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2023 and 2022, the carrying values of cash, accounts payable, accrued expenses and due to related party approximate their fair values due to the short-term nature of the instruments. As of December 31, 2022, the Company’s investments held in Trust Account were comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and were recognized at fair value. The fair value of investments held in Trust Account was determined using quoted prices in active markets. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company acting, as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the Extension Amendment Proposal described above (see Note 1). Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ deficit. The Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2023 and 2022, 3,690,831 and 14,950,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023 and 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2023 and 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with the Cayman Islands’ income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net (Loss) Income Per Ordinary Share The Company has two classes of shares: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted-average number of ordinary shares outstanding during the periods. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts): December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share Numerator: Allocation of net (loss) income, as adjusted $ (1,320,475) $ (812,860) $ 859,540 $ 207,944 Denominator: Basic and diluted weighted average shares outstanding 6,071,500 3,737,500 15,449,000 3,737,500 Basic and diluted net (loss) income per ordinary share $ (0.22) $ (0.22) $ 0.06 $ 0.06 Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Initial Public Offering | Note 3 — Initial Public Offering On March 2, 2021, the Company consummated its Initial Public Offering of 14,950,000 Public Shares, including the 1,950,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $149.5 million, and incurring offering costs of approximately $8.8 million, inclusive of approximately $5.2 million in deferred underwriting commissions. For more information on the Waiver related to a portion of the deferred underwriting commissions that the Company received on August 8, 2022 and the partial liquidation of the Trust Account in connection with the adoption of the First Extension Amendment Proposal, the Second Extension Amendment Proposal and the related redemptions of Class A ordinary shares, also see Note 1 above. | Note 3 — Initial Public Offering On March 2, 2021, the Company consummated its Initial Public Offering of 14,950,000 Public Shares, including the 1,950,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $149.5 million, and incurring offering costs of approximately $8.8 million, inclusive of approximately $5.2 million in deferred underwriting commissions. For more information on the waiver related to a portion of the deferred underwriting commissions that the Company received on August 8, 2022 and the partial liquidation of the Trust Account in connection with the adoption of the Extension Amendment Proposal and the related redemption of Class A ordinary shares, also see Note 1 above. |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Related Party Transactions | Note 4 – Related Party Transactions Founder Shares On January 4, 2021, the Sponsor paid $25,000 to cover for certain expenses on behalf of the Company in exchange for issuance of 3,737,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). In February 2021, the Sponsor transferred an aggregate of 90,000 Founder Shares to the Company’s independent directors. The Sponsor agreed to forfeit up to 487,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement Shares) after the Initial Public Offering. The underwriters fully exercised the over-allotment option on March 2, 2021; thus, these 487,500 Founder Shares were no longer subject to forfeiture. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 30 be amended in connection with the Proposed Adagio Business Combination (as defined below) and the execution of the Investor Rights Agreement (as defined below), also see Note 5. Private Placement Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 499,000 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million. The Private Placement Shares are not transferable or salable until 30 days after the completion of the initial Business Combination. Certain proceeds from the Private Placement Shares have been added to the proceeds from the Initial Public Offering held in the Trust Account. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination. Related Party Loans On March 2, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover for expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”) and the Company subsequently reclassified the outstanding amount due to the Sponsor as borrowing under the Note. This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $161,000 under the Note and fully repaid the Note upon closing of the Initial Public Offering. Subsequent to the repayment, the loan facility was no longer available to the Company. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, affiliates of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay any Working Capital Loans that may have been extended to the Company by the Sponsor, affiliates of the Sponsor, or the Company’s officers and directors out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay any Working Capital Loans but no proceeds held in the Trust Account would be used to repay such Working Capital Loans. Except for the terms of the First Convertible Promissory Note, the Second Convertible Promissory Note, the Third Promissory Note and the Fourth Convertible Promissory Note, each as further described below, the terms of such Working Capital Loans have not been determined and no written agreements exist with respect to any other loans between the Company and the Sponsor, affiliates of the Sponsor, or the Company’s officers and directors. The Working Capital Loans would either be repaid upon the consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. Except as described below, as of June 30, 2024 and December 31, 2023, the Company had no other outstanding borrowings under Working Capital Loans. On November 7, 2022, the Company issued an unsecured convertible promissory note (the “First Convertible Promissory Note”) to the Sponsor, pursuant to which the Company borrowed $120,000 (the “First Convertible Working Capital Loan”) from the Sponsor for general corporate purposes. Such loan may, at the Sponsor’s discretion, be converted into Class A ordinary shares, par value $0.0001 per share, of the Company (the “Working Capital Shares”) at a conversion price equal to $10.00 per Working Capital Share. The terms of the Working Capital Shares will be identical to those of the Private Placement Shares that were issued to the Sponsor in connection with the Initial Public Offering. The First Convertible Working Capital Loan will not bear any interest and will be repayable by the Company to the Sponsor, if not converted or repaid on the effective date of a Business Combination involving the Company and one or more businesses. The maturity date of the First Convertible Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the First Convertible Promissory Note). The Company granted customary registration rights to the Sponsor with respect to any Working Capital Shares, which shall constitute “Registrable Securities” pursuant to that certain Registration and Shareholder Rights Agreement, dated March 2, 2021, by and among the Company, the Sponsor and the other parties thereto (the “Registration and Shareholders Rights Agreement”). Further, each newly issued Working Capital Share shall bear the same transfer restrictions that apply to the Private Placement Shares, as contemplated by the Letter Agreement, dated February 25, 2021, by and among the Company, the Sponsor and the other parties thereto (the “Letter Agreement”). As of June 30, 2024 and December 31, 2023, there were $120,000 of borrowings outstanding under the First Convertible Promissory Note. On February 28, 2023, the Company issued a non-interest bearing, unsecured convertible promissory note to the Sponsor in connection with the First Extension Amendment Proposal, pursuant to which the Company may borrow up to $1,680,000 from the Sponsor for general corporate purposes and the funding of the deposits that the Company is required to make pursuant to its Amended and Restated Memorandum and Articles of Association (as amended following the adoption of the First Extension Amendment Proposal at the Company’s extraordinary general meeting of shareholders on February 28, 2023) and following the request of the Sponsor in connection with an optional monthly extension of the time period during which the Company may consummate a Business Combination (the “Second Convertible Promissory Note”). Up to $1,380,000 of the amounts loaned under the Second Convertible Promissory Note will be convertible at the option of the Sponsor into Working Capital Shares. This working capital loan outstanding pursuant to the Second Convertible Promissory Note (the “Second Working Capital Loan”) will not bear any interest and will be repayable by the Company to the Sponsor to the extent the Company has funds available outside of the Trust Account and if not converted or repaid on the effective date of a Business Combination. The maturity date of the Second Convertible Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Second Convertible Promissory Note). The Company granted customary registration rights to the Sponsor with respect to any Working Capital Shares issued pursuant to the Second Convertible Promissory Note, which shall constitute “Registrable Securities” pursuant the Registration and Shareholders Rights Agreement. Further, each newly issued Working Capital Share shall bear the same transfer restrictions that apply to the Private Placement Shares, as contemplated by the Letter Agreement. On April 18, 2023, June 2, 2023, July 6, 2023, August 2, 2023 and September 5, 2023, the Company withdrew an additional $400,000, $140,000, $140,000, $140,000 and $165,000, respectively, from the Second Convertible Promissory Note (see Note 1). As of June 30, 2024 and December 31, 2023, $1,585,000 were drawn under the Second Convertible Promissory Note. On September 27, 2023, the Company issued an unsecured promissory note to the Sponsor (the “Third Promissory Note”), pursuant to which the Company may borrow $900,000 from the Sponsor for general corporate purposes and to fund the deposits required to be made into the Company’s trust account in connection with the monthly extensions of the time period during which the Company may consummate a business combination in accordance with the Company’s amended and restated memorandum and articles of association, as amended during the shareholder meeting on February 28, 2023. This working capital loan outstanding pursuant to the Third Promissory Note (the “Third Working Capital Loan”) will not bear any interest. In the event that the Company does not consummate a Business Combination, the Third Promissory Note will be repaid from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The maturity date of the Third Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Third Promissory Note). On October 2, 2023, November 2, 2023 and December 2, 2023, the Company approved the fifth, sixth and seventh one-month extension of the Business Combination Period, respectively. In connection with such extensions of the Business Combination Period to January 2, 2024, the Company drew an aggregate amount of $420,000 from the Third Promissory Note. As provided for in the Company’s amended and restated memorandum and articles of association, the Company deposited the extension funds into the trust account that was established by the Company in connection with its Initial Public Offering. The Company also drew an aggregate of $50,000 under the Third Promissory Note for working capital purposes. As of June 30, 2024, $900,000 was drawn under the Third Promissory Note. On February 8, 2024, the Company issued an unsecured convertible promissory note to the Sponsor (the “Fourth Convertible Promissory Note”), pursuant to which the Company may borrow $1,000,000 from the Sponsor for general corporate purposes and to fund the monthly deposits required to be made into the Trust Account in order to extend the time period during which the Company may consummate a Business Combination (the “Fourth Working Capital Loan”) in accordance with the Amended and Restated Memorandum and Articles of Association. The Fourth Working Capital Loan will not bear any interest. In the event that the Company does not consummate a Business Combination, the Fourth Convertible Promissory Note will be repaid from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The maturity date of the Fourth Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Fourth Convertible Promissory Note). Any Working Capital Shares issuable upon conversion of the Fourth Convertible Promissory Note will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act. As of June 30, 2024, $540,000 was drawn under the Fourth Convertible Promissory Note. On February 13, 2024, the Company and the Sponsor entered into an amendment to the Second Convertible Promissory Note, pursuant to which the total principal amount up to $1,680,000 of the amounts loaned under the Second Convertible Promissory Note will be convertible at the option of the Sponsor into Working Capital Shares upon the completion of a Business Combination. On February 13, 2024, the Company and the Sponsor also amended and restated the Third Promissory Note to provide that the total principal amount loaned under the Second Convertible Promissory Note will be convertible at the option of the Sponsor into Working Capital Shares upon the completion of a Business Combination. On June 28, 2024,the Company issued an unsecured convertible promissory note (the “Fifth Convertible Promissory Note”) to the Sponsor, pursuant to which the Company may borrow $150,000 (the “Working Capital Loan”) from the Sponsor for general corporate purposes and the funding of the deposits required to be made into the Company’s trust account in connection with the monthly extensions of the time period during which the Company may consummate a Business Combination (as defined below) in accordance with the Company’s amended and restated memorandum and articles of association, as amended from time to time. Such loan may, at the Sponsor’s discretion, be converted into the Company’s Class A ordinary shares, par value $0.0001 per share (the “Working Capital Shares”), at a conversion price equal to $10.00 per Working Capital Share. Upon the closing of the Business Combination on July 31, 2024 (see Note 5), all issued and outstanding First, Second, Third, Fourth and Fifth Convertible Promissory notes (discussed above and collectively referred to as the “Convertible Notes”), including any accrued and unpaid interest thereon, were fully converted into shares of New Adagio common stock and, or, Warrants in accordance with the terms of each Convertible Note, subject to adjustment, based on the terms and subject to the conditions set forth in the applicable bridge notes agreement and applicable subscription agreements. Administrative Support Agreement Commencing on the date that the Company’s registration statement relating to its Initial Public Offering was declared effective through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to reimburse the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $10,000 per month. The Company incurred approximately $0 and $30,000 in general and administrative expenses in the accompanying unaudited condensed statements of operations for the three months ended June 30, 2024 and 2023, respectively. The Company incurred approximately $30,000 and $60,000 in general and administrative expenses in the accompanying unaudited condensed statements of operations for the six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024 and December 31, 2023, the Company had $0 and $210,000, respectively, included in due to related party on the condensed balance sheets. | Note 4 — Related Party Transactions Founder Shares On January 4, 2021, the Sponsor paid $25,000 to cover for certain expenses on behalf of the Company in exchange for issuance of 3,737,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). In February 2021, the Sponsor transferred an aggregate of 90,000 Founder Shares to the Company’s independent directors. The Sponsor agreed to forfeit up to 487,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement Shares) after the Initial Public Offering. The underwriters fully exercised the over-allotment option on March 2, 2021; thus, these 487,500 Founder Shares were no longer subject to forfeiture. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 499,000 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million. The Private Placement Shares are not transferable or salable until 30 days after the completion of the initial Business Combination. Certain proceeds from the Private Placement Shares have been added to the proceeds from the Initial Public Offering held in the Trust Account. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination. Related Party Loans On March 2, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover for expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”) and the Company subsequently reclassified the outstanding amount due to the Sponsor as borrowing under the Note. This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $161,000 under the Note and fully repaid the Note upon closing of the Initial Public Offering. Subsequent to the repayment, the loan facility was no longer available to the Company. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, affiliates of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay any Working Capital Loans that may have been extended to the Company by the Sponsor, affiliates of the Sponsor, or the Company’s officers and directors out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay any Working Capital Loans but no proceeds held in the Trust Account would be used to repay such Working Capital Loans. Except for the terms of the First Convertible Promissory Note, the Second Convertible Promissory Note and the Third Promissory Note, each as further described below, the terms of such Working Capital Loans have not been determined and no written agreements exist with respect to any other loans between the Company and the Sponsor, affiliates of the Sponsor, or the Company’s officers and directors. The Working Capital Loans would either be repaid upon the consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. Except as described below, as of December 31, 2023 and 2022, the Company had no other outstanding borrowings under Working Capital Loans. On November 7, 2022, the Company issued an unsecured convertible promissory note (the “First Convertible Promissory Note”) to the Sponsor, pursuant to which the Company borrowed $120,000 (the “First Convertible Working Capital Loan”) from the Sponsor for general corporate purposes. Such loan may, at the Sponsor’s discretion, be converted into Class A ordinary shares, par value $0.0001 per share, of the Company (the “Working Capital Shares”) at a conversion price equal to $10.00 per Working Capital Share. The terms of the Working Capital Shares will be identical to those of the Private Placement Shares that were issued to the Sponsor in connection with the Initial Public Offering. The First Convertible Working Capital Loan will not bear any interest and will be repayable by the Company to the Sponsor, if not converted or repaid on the effective date of a Business Combination involving the Company and one or more businesses. The maturity date of the First Convertible Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the First Convertible Promissory Note). The Company granted customary registration rights to the Sponsor with respect to any Working Capital Shares, which shall constitute “Registrable Securities” pursuant to that certain Registration and Shareholder Rights Agreement, dated March 2, 2021, by and among the Company, the Sponsor and the other parties thereto (the “Registration and Shareholders Rights Agreement”). Further, each newly issued Working Capital Share shall bear the same transfer restrictions that apply to the Private Placement Shares, as contemplated by the Letter Agreement, dated February 25, 2021, by and among the Company, the Sponsor and the other parties thereto (the “Letter Agreement”). As of December 31, 2023 and 2022, there were $120,000 and $120,000 of borrowings outstanding under the First Convertible Promissory Note, respectively. On February 28, 2023, the Company issued a non-interest bearing, unsecured convertible promissory note to the Sponsor in connection with the Extension Amendment Proposal, pursuant to which the Company may borrow up to $1,680,000 from the Sponsor for general corporate purposes and the funding of the deposits that the Company is required to make pursuant to its Amended and Restated Memorandum and Articles of Association (as amended following the adoption of the Extension Amendment Proposal at the Company’s extraordinary general meeting of shareholders on February 28, 2023) and following the request of the Sponsor in connection with an optional monthly extension of the time period during which the Company may consummate a Business Combination (the “Second Convertible Promissory Note”). Up to $1,380,000 of the amounts loaned under the Second Convertible Promissory Note will be convertible at the option of the Sponsor into Working Capital Shares. This working capital loan outstanding pursuant to the Second Convertible Promissory Note (the “Second Working Capital Loan”) will not bear any interest, and will be repayable by the Company to the Sponsor to the extent the Company has funds available outside of the Trust Account and if not converted or repaid on the effective date of a Business Combination. The maturity date of the Second Convertible Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Second Convertible Promissory Note). The Company granted customary registration rights to the Sponsor with respect to any Working Capital Shares issued pursuant to the Second Convertible Promissory Note, which shall constitute “Registrable Securities” pursuant the Registration and Shareholders Rights Agreement. Further, each newly issued Working Capital Share shall bear the same transfer restrictions that apply to the Private Placement Shares, as contemplated by the Letter Agreement. See Note 9 for information on the amendment to the Second Promissory Note that was adopted in connection with a proposed Business Combination. On April 18, 2023, June 2, 2023, July 6, 2023, August 2, 2023 and September 5, 2023, the Company withdrew an additional $400,000, $140,000, $140,000, $140,000 and $165,000, respectively, from the Second Convertible Promissory Note (see Note 1). As of December 31, 2023 and 2022, $1,585,000 and $0, respectively, were drawn under the Second Convertible Promissory Note. On September 27, 2023, the Company issued an unsecured promissory note to the Sponsor (the “Third Promissory Note”), pursuant to which the Company may borrow $900,000 from the Sponsor for general corporate purposes and to fund the deposits required to be made into the Company’s trust account in connection with the monthly extensions of the time period during which the Company may consummate a business combination in accordance with the Company’s amended and restated memorandum and articles of association, as amended during the shareholder meeting on February 28, 2023. This working capital loan outstanding pursuant to the Third Promissory Note (the “Third Working Capital Loan”) will not bear any interest. In the event that the Company does not consummate a Business Combination, the Third Promissory Note will be repaid from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The maturity date of the Third Working Capital Loan may be accelerated upon the occurrence of an Event of Default. On October 2, 2023, November 2, 2023 and December 2, 2023, the Company approved the fifth, sixth and seventh one-month extension of the Business Combination Period, respectively. In connection with such extensions of the Business Combination Period to January 2, 2024, the Company drew an aggregate amount of $420,000 from the Third Promissory Note. As provided for in the Company’s amended and restated memorandum and articles of association, the Company deposited the extension funds into the trust account that was established by the Company in connection with its Initial Public Offering. The Company also drew an aggregate of $50,000 under the Third Promissory Note for working capital purposes. As of December 31, 2023, $470,000 was drawn under the Third Promissory Note. See Note 9 for information on the amendment to the Third Promissory Note that was adopted in connection with a proposed Business Combination and for information on the Fourth Promissory Note (as defined below) that was adopted subsequently to date of the financial statements included herein. Administrative Support Agreement Commencing on the date that the Company’s registration statement relating to its Initial Public Offering was declared effective through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to reimburse the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $10,000 per month. The Company incurred approximately $120,000 and $120,000 in general and administrative expenses in the accompanying statements of operations for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, the Company had $210,000 and $90,000, respectively, included in due to related party on the balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies | Note 4 — Commitments and Contingencies Business Combination Agreement On February 13, 2024, the Parent, the Company, Aja Merger Sub 1, a Cayman Islands exempted company (“ARYA Merger Sub”), Aja Merger Sub 2, Inc., a Delaware corporation (“Adagio Merger Sub”), and Adagio Medical, Inc. (“Adagio”) entered into a business combination agreement (the “Business Combination Agreement”), in connection with a proposed business combination (the “Proposed Adagio Business Combination”), which contains certain customary representations, warranties, and covenants by the parties thereto. As further described in the Business Combination Agreement, the closing of the Proposed Adagio Business Combination (the “Closing” and the date on which the Closing occurs, the “Closing Date”) is subject to certain customary conditions and risks. “New Adagio” refers to the Company after giving effect to the Business Combination. The Business Combination Agreement provides, among other things, for the consummation of the following transactions: 1. ARYA Merger Sub will merge with and into the Parent (the “ARYA Merger”) and Adagio Merger Sub will merge with and into Adagio (the “Adagio Merger” and, together with the ARYA Merger, the “Mergers”), with the Parent and Adagio surviving the Mergers and, after giving effect to such Mergers, each of the Parent and Adagio becoming a wholly owned subsidiary of the Company, on the terms and subject to the conditions in the Business Combination Agreement; 2. (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share, of the Parent (the “Class A ordinary shares”) will be automatically cancelled, extinguished and converted into the right to receive one share of common stock, par value $0.0001 per share, of New Adagio (the “New Adagio Common Stock”) and (ii) each issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Parent (the “Class B ordinary shares”) will be automatically cancelled, extinguished and converted into the right to receive one share of New Adagio Common Stock, other than 1,000,000 Class B ordinary shares that will be forfeited by the Sponsor and issued to PIPE Investors (as defined below), including Perceptive Life Sciences Master Fund, Ltd, a Cayman Islands exempted company (the “Perceptive PIPE Investor”). 1,147,500 shares of New Adagio Common Stock issuable to the Sponsor will be subject to share trigger price vesting and will vest if, prior to the tenth anniversary of the Closing, the post-closing share price of New Adagio equals or exceeds $24.00 per share for any 20 trading days within any 30 trading day period (the “Share Trigger Price Vesting”); and 3. (i) each warrant of Adagio will be either (x) terminated, or (y) “net” exercised in exchange for shares of common stock, par value $0.01 per share, of Adagio (“Adagio Common Stock”); (ii) all issued and outstanding unsecured convertible promissory notes of Adagio (excluding the Bridge Financing Notes (as defined below) and the 2024 Bridge Financing Notes (as defined below)) (the “Adagio Convertible Notes”), including any accrued and unpaid interest thereon, will be automatically and fully converted into shares of Adagio Common Stock in accordance with the terms of such Adagio Convertible Notes and such Adagio Convertible Notes will be cancelled, satisfied, extinguished, discharged and retired in connection with such conversion (the “Adagio Convertible Notes Conversion”); (iii) each share of preferred stock, par value $0.001 per share, of Adagio (the “Adagio Preferred Stock”) that is issued and outstanding will be automatically converted into shares of Adagio Common Stock and each such share of Adagio Preferred Stock will be cancelled; (iv) all issued and outstanding shares of Adagio Common Stock (other than treasury shares and shares with respect to which appraisal rights under the Delaware General Corporation Law, as amended, are properly exercised and not withdrawn) will be automatically cancelled, extinguished and converted into the right to receive shares of New Adagio Common Stock based on the exchange ratio set forth in the Business Combination Agreement; (v) each issued, outstanding and unexercised option to purchase Adagio Common Stock (“Adagio Option”) that is vested as of such time or will vest in connection with, or after taking into account the effect of, the consummation of the transactions contemplated by the Business Combination Agreement with an aggregate value that exceeds the aggregate exercise price of such Adagio Option (each an “In-the-Money Adagio Option”) will be cancelled and extinguished in exchange for options to purchase shares of New Adagio Common Stock, and each issued and outstanding Adagio equity award (other than an In-the-Money Adagio Option) will automatically be canceled and extinguished for no consideration and each holder thereof will cease to have any rights with respect thereto. Amendment to the Business Combination Agreement On June 25, 2024, the Parent and Adagio entered into a Consent and Amendment No. 1 to the Business Combination Agreement (the “Amendment No. 1”), pursuant to which, among other things: (i) the Parent consented to Adagio entering an exchange agreement (the “Exchange Agreement”) and the transactions contemplated thereunder with RA Capital Healthcare Fund, L.P., a Delaware limited partnership (“RA Capital”), pursuant to which, RA Capital would exchange a certain number of its existing Company Series E Preferred Shares (as defined in the Business Combination Agreement) for pre-funded warrants (each, a “Pre-Funded Warrant for Series E Preferred Shares”) to purchase Company Series E Preferred Shares, with each Pre-Funded Warrant for Series E Preferred Shares issued and outstanding as of immediately prior to the Company Merger Effective Time (as defined in the Business Combination Agreement) being automatically canceled and extinguished and converted into the right to receive a number of HoldCo Shares (as defined in the Business Combination Agreement) equal to the Exchange Ratio (as defined in the Business Combination Agreement); (ii) the definition of the term “Fully Diluted HoldCo Closing Capitalization” as provided in the Business Combination Agreement was expanded to include the number of pre-funded warrants outstanding immediately after the Company Merger Effective Time that each represented the right to purchase HoldCo Shares; (iii) (a) the aggregate share reserve under the Key Employee Incentive Plan (as defined in the Business Combination Agreement) should be up to the Key Employee Incentive Plan Maximum Amount, which was the aggregate number of HoldCo Shares equal to the product obtained by multiplying (A) the quotient of (x) fifteen percent (15%) divided by (y) thirty-five percent (35%) by (B) the Aggregate Incentive Equity Pool, which was the aggregate number of HoldCo Shares equal to (x) the Aggregate HoldCo Share Reserve (as defined hereunder) minus (y) the Fully Diluted HoldCo Closing Capitalization, and (b) the aggregate share reserve under the HoldCo Incentive Equity Plan (as defined in the Business Combination Agreement) should be equal to the Incentive Equity Plan Maximum Amount plus an increase as provided in the Business Combination Agreement, which Incentive Equity Plan Maximum Amount was the aggregate number of HoldCo Shares equal to the product obtained by multiplying (A) the quotient of (x) twenty percent (20%) divided by (y) thirty-five percent (35%) by (B) the Aggregate Incentive Equity Pool; and (iv) following the Closing, ListCo’s name would be changed to “Adagio Medical Holdings, Inc.” (or such other name mutually agreed to by ARYA and Adagio). As defined in the Amendment No. 1, “Aggregate HoldCo Share Reserve” meant the aggregate number of HoldCo Shares equal to the quotient obtained by dividing (i) the Fully Diluted HoldCo Closing Capitalization by (ii) sixty-five percent (65%). PIPE Financing (Private Placement) In connection with the execution of the Business Combination Agreement, ListCo and the Parent entered into Subscription Agreements (the “Subscription Agreements”) with the Perceptive PIPE Investor and certain other investors (the “Other PIPE Investors,” and, together with the Perceptive PIPE Investor, the “PIPE Investors”), pursuant to which the PIPE Investors committed financing valued at approximately $64.5 million, which includes (i) 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 date the Closing occurs (the “Closing Date”), (ii) non-redemption commitments by certain investors that are shareholders of the Parent, (iii) agreements to subscribe for and purchase shares of New Adagio Common Stock, (iv) the contribution of $29,500,000 of 2023 Bridge Financing Notes to ListCo pursuant to the terms of the Subscription Agreement executed by the Perceptive PIPE Investor, and (v) an additional cash investment by the Perceptive PIPE Investor of approximately $15.9 million (which amount may be reduced by up to approximately $1,070,575 subject to Additional Financing being raised prior to Closing), as described in more detail below (together, the “PIPE Financing”). In connection with the PIPE Financing, the PIPE Investors will also subscribe for (i) warrants to purchase shares of New Adagio Common Stock at $10.00 per share, subject to adjustment (the “Base Warrants”) or (ii) a combination of Base Warrants and pre-funded warrants, each exercisable for one share of New Adagio Common Stock at $0.01 per share (the “Pre-Funded Warrants,” and together with the Base Warrants, the “PIPE Warrants”). As provided for in the Subscription Agreements, the number of shares of New Adagio Common Stock and Base Warrants issuable to the PIPE Investors will depend on the redemption value of the Class A ordinary shares at Closing, the average per share price of the Class A ordinary shares purchased by certain PIPE Investors in the open market and the amount of interest on the 2023 Bridge Financing Notes that will have accrued and be unpaid at Closing and be contributed to ListCo in exchange for shares of New Adagio Common Stock. The shares of New Adagio Common Stock and PIPE Warrants to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. ListCo will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent Closing. The Company has concluded that the New Adagio Common Stock and PIPE Warrants to be issued under certain of the Subscription Agreements (the “Open Market Subscription Agreements”) that include an open market purchase and non-redemption obligation for subscribing investors (the “Open Market Investors”) qualify as equity under ASC 815-40 (“Derivatives and Hedging–Contracts in Entity’s Own Equity”); therefore, the Company will recognize the New Adagio Common Stock and PIPE Warrants to be issued under such Open Market Subscription Agreements (such securities, the “Open Market PIPE Securities”) by recording an entry to additional paid-in capital in stockholder’s deficit in its balance sheet. In accordance with ASC 815-40-30-1, the New Adagio Common Stock and PIPE Warrants will be recorded and measured at fair value (i.e., most often representative of proceeds received for equity-linked instruments; however, when estimating the fair value of the New Adagio Common Stock and PIPE Warrants, the Company has followed the guidance in ASC 820, “Fair Value Measurement.” In connection with Open Market Investor’s commitment to irrevocably subscribe for and agree to purchase from ListCo the number of Open Market PIPE Securities set forth on the signature page of the applicable Open Market Subscription Agreements, on the terms and subject to the conditions set forth in such Open Market Subscription Agreements, which include, without limitation, the agreement not to redeem the Class A ordinary shares purchased in the open market prior to Closing, the Company will record an amount equal to the full fair value of the New Adagio Common Stock and PIPE Warrants to be issued to the Open Market PIPE Investor in connection with the Closing. On July 23, 2024, the Perceptive Life Sciences Master Fund, Ltd., a Cayman Islands exempted company (the “Perceptive PIPE Investor”) indicated an interest to increase its investment in the PIPE Financing by such amount that is necessary for the minimum unrestricted cash condition of the Contingent Investor to be met. Such additional subscription would be on the same terms as provided in the Subscription Agreement that the Perceptive PIPE Investor executed on February 13, 2024 and amended on June 24, 2024. On July 31, 2024, ListCo and ARYA entered into an Amended and Restated Subscription Agreement (the “Perceptive Amended and Restated Subscription Agreement”) with the Perceptive PIPE Investor to amend and restate the Perceptive PIPE Investor’s Subscription Agreement (the “Perceptive Initial Subscription Agreement”) entered into by and among the same parties on February 13, 2024 (as amended on June 24, 2024). Pursuant to the Perceptive Amended and Restated Subscription Agreement, among other things, the amount of the Additional Cash (as defined in the Initial Subscription Agreement) was increased from approximately $8,070,575 to approximately $15,875,568, such that the minimum unrestricted cash condition of the Contingent Investor would be met. The increase of the Additional Cash resulted in the issuance of approximately 936,600 additional shares of New Adagio Common Stock at Closing to the Perceptive PIPE Investor. Convertible Security Financing (Private Placement) In connection with the execution of the Business Combination Agreement, certain investors, including the Perceptive PIPE Investor (the “Convert Investors”), executed a securities purchase agreement, dated February 13, 2024, with the Company (such agreement and any assignment agreement thereunder in connection with any Additional Financing, the “Convertible Security Subscription Agreement”), pursuant to which the Company issued on the Closing Date to the Convert Investors $20,000,000 aggregate principal amount of 13% senior secured convertible notes (the “New Adagio Convertible Notes”), which will be convertible into shares of New Adagio Common Stock at a conversion price of $10.00 per share, subject to adjustment (the “Conversion Shares”), and 1,500,000 warrants (the “Convert Warrants”), which will be exercisable on a cashless basis or for cash at a price of $24.00 per share, subject to adjustment (the “Base Convert Financing”), and will expire on the seventh anniversary of the Closing. Such $20,000,000 investment in New Adagio Convertible Notes includes the Perceptive Convertible Note Commitment (as defined below) and includes the conversion of the 2024 Bridge Financing Notes (as defined below) into New Adagio Convertible Notes at Closing, subject in each case to Additional Financing being raised prior to Closing, as further described below. The New Adagio Convertible Notes will have a maturity of 3 years and nine months On the Closing Date, pursuant to the terms of the 2024 Bridge Financing Notes and the 2024 Bridge Financing Note Subscription Agreement, the 2024 Bridge Financing Notes will convert into $7,000,000 of New Adagio Convertible Notes and 525,000 Convert Warrants, and the Perceptive PIPE Investor will subscribe for an additional $3,000,000 aggregate principal amount of New Adagio Convertible Notes and 225,000 Convert Warrants, on the same terms as the other Convert Investors executing the Convertible Security Subscription Agreement (such additional investment by the Perceptive PIPE Investor, the “Perceptive Convertible Note Commitment,” and together with the Base Convert Financing, the “Convertible Security Financing”). Subject to the Parent and New Adagio receiving any new financing or commitment for financing (any such financing, an “Additional Financing”), whether in the form of equity, debt or convertible debt, before the Closing Date, the Perceptive PIPE Investor may request that, on the Closing Date, the 2024 Bridge Financing Note is repaid, the Perceptive Convertible Note Commitment is reduced or a combination of both. The New Adagio Convertible Notes and the Convert Warrants issuable in connection with the Convertible Security Financing have not been registered under the Securities Act and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. The Company will grant the Convert Investors certain registration rights in connection with the Convertible Security Financing. The Convertible Security Financing is contingent upon, among other things, the substantially concurrent Closing. As set forth in the Convertible security Subscription Agreement, the closing of $7,500,000 of financing by a Convert Investor is conditioned on New Adagio having a certain amount of available cash on the Closing Date. Pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, the Company, certain of its subsidiaries (other than Adagio Medical GmbH, a company organized under the laws of Germany and an excluded subsidiary thereunder) (the “Subsidiaries”) and the collateral agent (the “Collateral Agent”) on behalf of the Convert Investors, will enter into a security and pledge agreement (the “Convert Security Document”), pursuant to which the Company and the Subsidiaries will (i) pledge the equity interests in the Subsidiaries to the Collateral Agent, (ii) pledge all of their respective promissory notes, securities and other instruments evidencing indebtedness to the Collateral Agent, and (iii) grant to the Collateral Agent a security interest in and lien on all of their respective personal property and assets, including, among other items, all of their deposit accounts, chattel paper, documents, equipment, general intangibles, instruments and inventory, and all proceeds therefrom, in each case subject to customary exceptions, all as set forth in the form of the Convert Security Document. Additionally, pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, the Subsidiaries will deliver a guaranty (the “Convert Guaranty”) to the Collateral Agent pursuant to which the Subsidiaries will, jointly and severally, guarantee the Company’s obligation to repay the New Adagio Convertible Notes and all other obligations of the Company under the Convertible Security Subscription Agreement and the New Adagio Convertible Notes and other related transaction documents, as set forth in the form of the Convert Guaranty. Any additional subsidiaries of the Company formed or acquired after the closing date will be required to join the Convert Guaranty as additional guarantors. Non-Redemption Subscription Agreements In connection with the execution of the Business Combination Agreement, ListCo and the Parent entered into Non-redemption Subscription Agreements (the “Non-redemption Subscription Agreements”) with certain other investors (the “Non-Redeeming Subscribed Investors”) pursuant to which the Non-Redeeming Subscribed Investors committed financing valued at approximately $2,000,000, which includes ListCo is seeking commitments from interested investors to purchase in a private placement, contingent upon, and substantially concurrently with the closing of the Transaction, (i) shares (the “Shares”) of ListCo’s common stock, par value $0.0001 per share (the “Common Stock”), (ii) warrants, each representing the right to purchase shares of Common Stock and to be represented by a warrant and (iii) the Investor and its affiliates agree (a) not to sell or transfer any of the Non-Redeeming Subscribed Investors’s Shares prior to the closing of the Transaction and (b) not to redeem any Investor Company Shares prior to or in connection with the Transaction. On the Closing Date, Non-Redeeming Subscribed Investors shall deliver evidence reasonably satisfactory to ListCo that Investor continues to hold the Investor Company Shares and has not tendered such shares for redemption. The Company has concluded that the New Adagio Common Stock and Warrants (“Non-Redeeming Shares and Warrants”) issued under certain Non-redemption Subscription Agreements qualify as equity under ASC 815-40 (“Derivatives and Hedging–Contracts in Entity’s Own Equity”). As a result, the Company will recognize any Shares and Warrants issued under the Non-redemption Subscription Agreements within stockholder’s deficit. In accordance with ASC 815-40, any Shares and Warrants issued under the Non-redemption Subscription Agreements will be recorded and measured at fair value, which is typically representative of the proceeds received for equity-linked instruments. When estimating the fair value of these instruments, the Company follows the guidance in ASC 820, “Fair Value Measurement.” As a result of the Non-Redeeming Subscribed Investors’ commitment to irrevocably subscribe for and purchase the number of Non-Redeeming Shares and Warrants listed in the Non-redemption Subscription Agreements, the Company agrees to the terms and conditions set forth in the agreements, including agreeing to not redeem the Class A ordinary shares purchased in the open market by the Non-Redeeming Subscribed Investors’ before closing. The Company will record an amount equal to the full fair value of the Non-Redeeming Shares and Warrants to be issued to the Non-Redeeming Subscribed Investor at the closing as a result of the Non-Redeeming Subscribed Investors’ commitment, as described above. Approval of Business Combination Agreement On July 26, 2024, the Parent held an annual general meeting of shareholders (the “Meeting”) to consider and vote upon the Business Combination Proposal, the ARYA Merger Proposal, the Director Election Proposal and the Adjournment Proposal, each as more fully described in the definitive proxy statement/prospectus that the Company filed with the SEC on July 12, 2024 (the “Proxy Statement”). The shareholders of the Parent approved the Business Combination Proposal, the ARYA Merger Proposal and the Director Election Proposal. As there were sufficient votes to approve the Business Combination Proposal, the ARYA Merger Proposal and the Director Election Proposal, the Adjournment Proposal was not presented to shareholders. Consummation of Business Combination On July 31, 2024, Adagio announced the closing of its previously announced Business Combination with the Parent and the Company. In connection with the closing of the Business Combination, the Company changed its name to “Adagio Medical Holdings, Inc.” The common stock of New Adagio began trading on August 1, 2024, under the symbols ADGM on the Nasdaq Capital Market. Upon the consummation of the Business Combination, Adagio and the Parent became the direct wholly owned subsidiaries of Adagio Medical Holding, Inc. In connection with the Business Combination, the combined company raised financing valued at approximately $84.2 million, which consisted of funds held in the Parent’s trust account, a concurrent equity and warrant private placement (including $29.5 million of bridge financing used by Adagio prior to closing and funds from the Parent’s trust account not redeemed) led by, among others, Perceptive PIPE Investor, RA Capital Management and RTW Investments, and a concurrent convertible security financing (including $7.0 million of bridge financing used by Adagio prior to closing) led by, among others, an institutional investor and Perceptive PIPE Investor. The Business Combination is expected to be accounted for as a forward merger in accordance with U.S. GAAP. Under this method of accounting, ListCo is treated as the “accounting acquirer” and Adagio as the “accounting acquiree” for financial reporting purposes. Accordingly, the Business Combination is expected to be accounted for using the acquisition method of accounting. The acquisition method of accounting is based on FASB ASC 805 and uses the fair value concepts defined in ASC 820. As of the date the condensed consolidated financial statements are available to be issued, the Company is still in the process of analyzing the accounting impact of the Business Combination. | |
CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares and Private Placement Shares, including Private Placement Shares that may be issued upon conversion of Working Capital Loans, are entitled to registration rights pursuant to the Registration and Shareholders Rights Agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Company’s completion of its Business Combination. However, the Registration and Shareholders Rights Agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the Founder Shares, in accordance with the Letter Agreement, the Company’s initial shareholders entered into and (ii) in the case of the Private Placement Shares, 30 days after the completion of the Company’s Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. See below for information on the Investor Rights Agreement that was executed in connection with a proposed Business Combination and that will replace the Registration and Shareholders Rights Agreement in connection with the closing of the proposed Business Combination. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 1,950,000 additional Public Shares to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. On March 2, 2021, the underwriters fully exercised the over-allotment option. The underwriters were paid an underwriting discount of $0.20 per Public Share, or approximately $3.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Public Share, or approximately $5.2 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On August 8, 2022, the Company received the Waiver from one of the underwriters. In connection with the Waiver, the underwriter also agreed that (i) the Waiver is not intended to allocate its 50% portion of the deferred underwriting commissions to the other underwriter that has not waived its right to receive its share of the deferred underwriting commissions and (ii) the waived portion of the deferred underwriting commissions can, at the discretion of the Company, be paid to one or more parties or otherwise be used in connection with an initial Business Combination. During the period ended September 30, 2023, the Company derecognized approximately $2.6 million of the deferred underwriting commissions and recorded an adjustment to the carrying value of the shares of Class A ordinary shares subject to redemption. Upon the closing of the Business Combination on July 31, 2024, as discussed below, the Company was granted the option to issue shares in lieu of a cash payment for transaction expenses and deferred fees incurred by its underwriter, within 60 days of the closing, as of the filing, the Company has not effectuated this option. At Closing the Company incurred an additional transaction closing fee of $1,268,875. The Company’s total costs due to the underwriter was $3,885,125 at closing. Business Combination Agreement On February 13, 2024, the Company, ListCo, Aja Merger Sub 1, a Cayman Islands exempted company (“ARYA Merger Sub”), Aja Merger Sub 2, Inc., a Delaware corporation (“Adagio Merger Sub”), and Adagio Medical, Inc. (“Adagio”) entered into a business combination agreement (the “Business Combination Agreement”), in connection with a proposed business combination (the “Proposed Adagio Business Combination”), which contains certain customary representations, warranties, and covenants by the parties thereto. As further described in the Business Combination Agreement, the closing of the Proposed Adagio Business Combination (the “Closing”) is subject to certain customary conditions and risks. The Business Combination Agreement provides, among other things, for the consummation of the following transactions: 1. ARYA Merger Sub will merge with and into the Company (the “ARYA Merger”) and Adagio Merger Sub will merge with and into Adagio (the “Adagio Merger” and, together with the ARYA Merger, the “Mergers”), with the Company and Adagio surviving the Mergers and, after giving effect to such Mergers, each of the Company and Adagio becoming a wholly owned subsidiary of ListCo, on the terms and subject to the conditions in the Business Combination Agreement; 2. (i) each issued and outstanding Class A ordinary share will be automatically cancelled, extinguished and converted into the right to receive one share of common stock, par value $0.0001 per share, of ListCo after giving effect to the consummation of the transactions contemplated by the Business Combination Agreement (“New Adagio”) (the “New Adagio Common Stock”) and (ii) each issued and outstanding Class B ordinary share will be automatically cancelled, extinguished and converted into the right to receive one share of New Adagio Common Stock, other than 1,000,000 Class B ordinary shares that will be forfeited by the Sponsor, and issued to PIPE Investors (as defined below), including Perceptive Life Sciences Master Fund, Ltd, a Cayman Islands exempted company (the “Perceptive PIPE Investor”). 1,147,500 shares of New Adagio Common Stock issuable to the Sponsor will be subject to share trigger price vesting and will vest if, prior to the tenth anniversary of the Closing, the post-closing share price of New Adagio equals or exceeds $24.00 per share for any 20 trading days within any 30 trading day period (the “Share Trigger Price Vesting”); 3. (i) each warrant of Adagio will be either (x) terminated, or (y) “net” exercised in exchange for shares of common stock, par value $0.01 per share, of Adagio (“Adagio Common Stock”); (ii) all issued and outstanding unsecured convertible promissory notes of Adagio (excluding the convertible notes issued by Adagio to the Perceptive PIPE Investor pursuant to the note purchase agreements dated April 4, 2023 and November 28, 2023, between Adagio and the Perceptive PIPE Investor (collectively, the “2023 Bridge Financing Notes”) and the 2024 Bridge Financing Notes (as defined below)) (the “Adagio Convertible Notes”), including any accrued and unpaid interest thereon, will be automatically and fully converted into shares of Adagio Common Stock in accordance with the terms of such Adagio Convertible Notes and such Adagio Convertible Notes will be cancelled, satisfied, extinguished, discharged and retired in connection with such conversion (the “Adagio Convertible Notes Conversion”); (iii) each share of preferred stock, par value $0.001 per share, of Adagio (the “Adagio Preferred Stock”) that is issued and outstanding will be automatically converted into shares of Adagio Common Stock and each such share of Adagio Preferred Stock will be cancelled; (iv) all issued and outstanding shares of Adagio Common Stock (other than treasury shares and shares with respect to which appraisal rights under the Delaware General Corporation Law, as amended, are properly exercised and not withdrawn) will be automatically cancelled, extinguished and converted into the right to receive shares of New Adagio Common Stock based on the exchange ratio set forth in the Business Combination Agreement; (v) each issued, outstanding and unexercised option to purchase Adagio Common Stock (“Adagio Option”) that is vested as of such time or will vest in connection with, or after taking into account the effect of, the consummation of the transactions contemplated by the Business Combination Agreement with an aggregate value that exceeds the aggregate exercise price of such Adagio Option (each an “In-the-Money Adagio Option”) will be cancelled and extinguished in exchange for options to purchase shares of New Adagio Common Stock, and each issued and outstanding Adagio equity award (other than an In-the-Money Adagio Option) will automatically be canceled and extinguished for no consideration and each holder thereof will cease to have any rights with respect thereto. Amendment to the Business Combination Agreement On June 25, 2024, the Company and Adagio entered into a Consent and Amendment No. 1 to the Business Combination Agreement (the “ Amendment No. 1 Exchange Agreement RA Capital Pre-Funded Warrant for Series E Preferred Shares Sponsor Letter Agreement Concurrently with the execution of the Business Combination Agreement, the Company, the Sponsor, each holder of Class B ordinary shares (the “Other Class B Shareholders” and with the Sponsor, the “Class B Shareholders”), including the Company’s directors and officers (together with the Class B Shareholders, the “Insiders”), ListCo and Adagio entered into a letter agreement (the “Sponsor Letter Agreement”), pursuant to which, among other things, (i) each Class B Shareholder agreed to vote in favor of each of the transaction proposals to be voted upon at the meeting of the Company’s shareholders, including approval of the Business Combination Agreement and the transactions contemplated thereby, (ii) each Class B Shareholder agreed to waive any adjustment to the conversion ratio set forth in the amended and restated memorandum and articles of association or any other anti-dilution or similar protection with respect to the Class B ordinary shares (whether resulting from the transactions contemplated by the Subscription Agreements (as defined below) or otherwise), (iii) each of the Insiders and the Company agreed to terminate the lock-up provisions contained in the Letter Agreement between the Company, the Sponsor and the other parties thereto, and to replace such lock-up provisions with the transfer restrictions included in the Investor Rights Agreement (as defined below), (iv) each Class B Shareholder agreed to be bound by certain transfer restrictions with respect to his, her or its shares in the Company prior to the Closing, (v) the Sponsor agreed that 1,147,500 shares of New Adagio Common Stock issued to the Sponsor will be subject to Share Trigger Price Vesting, and (vi) the Sponsor has agreed to irrevocably forfeit, surrender and transfer to the Company for no consideration 1,000,000 Class B ordinary shares, which will be issued by ListCo to the PIPE Investors, including the Perceptive PIPE Investor, as incentive shares. Adagio Stockholder Transaction Support Agreements Pursuant to the Business Combination Agreement, certain stockholders of Adagio entered into transaction support agreements (collectively, the “Adagio Transaction Support Agreements”) with the Company and Adagio, pursuant to which such stockholders of Adagio agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby and (ii) be bound by certain other covenants and agreements related to the Proposed Adagio Business Combination. PIPE Financing (Private Placement) In connection with the execution of the Business Combination Agreement, ListCo and the Company entered into Subscription Agreements (the “Subscription Agreements”) with the Perceptive PIPE Investor and certain other investors (the “Other PIPE Investors,” and, together with the Perceptive PIPE Investor, the “PIPE Investors”), pursuant to which the PIPE Investors committed financing valued at approximately $45,000,000, which includes (i) 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 date the Closing occurs (the “Closing Date”), (ii) non-redemption commitments by certain investors that are shareholders of the Company, (iii) agreements to subscribe for and purchase shares of New Adagio Common Stock, (iv) the contribution of $23,000,000 of 2023 Bridge Financing Notes to ListCo pursuant to the terms of the Subscription Agreement executed by the Perceptive PIPE Investor, and (v) an additional cash investment by the Perceptive PIPE Investor of approximately $8.1 million (which amount may be reduced by up to approximately $1,070,575 subject to Additional Financing being raised prior to Closing), as described in more detail below (together, the “PIPE Financing”). In connection with the PIPE Financing, the PIPE Investors will also subscribe for (i) warrants to purchase shares of New Adagio Common Stock at $10.00 per share, subject to adjustment (the “Base Warrants”) or (ii) a combination of Base Warrants and pre-funded warrants, each exercisable for one share of New Adagio Common Stock at $0.01 per share (the “Pre-Funded Warrants,” and together with the Base Warrants, the “PIPE Warrants”). As provided for in the Subscription Agreements, the number of shares of New Adagio Common Stock and Base Warrants issuable to the PIPE Investors will depend on the redemption value of the Class A ordinary shares at Closing, the average per share price of the Class A ordinary shares purchased by certain PIPE Investors in the open market and the amount of interest on the 2023 Bridge Financing Notes that will have accrued and be unpaid at Closing and be contributed to ListCo in exchange for shares of New Adagio Common Stock. The shares of New Adagio Common Stock and PIPE Warrants to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. ListCo will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent Closing. The Company has concluded that the New Adagio Common Stock and PIPE Warrants to be issued under certain of the Subscription Agreements (the “Open Market Subscription Agreements”) that include an open market purchase and non-redemption obligation for subscribing investors (the “Open Market Investors”) qualify as equity under ASC 815-40 (“Derivatives and Hedging–Contracts in Entity’s Own Equity”); therefore, the Company will recognize the New Adagio Common Stock and PIPE Warrants to be issued under such Open Market Subscription Agreements (such securities, the “Open Market PIPE Securities”) by recording an entry to additional paid-in capital (APIC) in shareholders’ equity in its balance sheet. In accordance with ASC 815-40-30-1, the New Adagio Common Stock and PIPE Warrants will be recorded and measured at fair value (i.e., most often representative of proceeds received for equity-linked instruments; however, when estimating the fair value of the New Adagio Common Stock and PIPE Warrants, the Company has followed the guidance in ASC 820 Fair Value Measurement. In connection with Open Market Investor’s commitment to irrevocably subscribe for and agree to purchase from ListCo the number of Open Market PIPE Securities set forth on the signature page of the applicable Open Market Subscription Agreements, on the terms and subject to the conditions set forth in such Open Market Subscription Agreements, which include, without limitation, the agreement not to redeem the Class A ordinary shares purchased in the open market prior to Closing, the Company will record an amount equal to the full fair value of the New Adagio Common Stock and PIPE Warrants to be issued to the Open Market PIPE Investor in connection with the Closing. On July 23, 2024, the Perceptive Life Sciences Master Fund, Ltd., a Cayman Islands exempted company (the “Perceptive PIPE Investor”) indicated an interest to increase its investment in the PIPE Financing by such amount that is necessary for the minimum unrestricted cash condition of the Contingent Investor to be met. Such additional subscription would be on the same terms as provided in the Subscription Agreement that the Perceptive PIPE Investor executed on February 13, 2024 and amended on June 24, 2024. The Closing occurred on July 31, 2024, New Adagio is required to have approximately $32,129,000 of available unrestricted cash for the Contingent Investor to fund its $7,500,000 commitment under the Convertible Security Subscription Agreement. Assuming that a maximum redemption scenario occurs, that no Additional Financing is raised prior to Closing and that transaction expenses payable at Closing are approximately $14.3 million (current estimate subject to change), the Perceptive PIPE Investor may, pursuant to such indication of interest, increase its new money commitment under the PIPE Financing by approximately $9 million, resulting in the issuance of approximately 1,080,000 additional shares of New Adagio Common Stock at Closing to the Perceptive PIPE Investor. Assuming such issuance of additional shares of New Adagio Common Stock to the Perceptive PIPE Investor in the maximum redemption scenario, the post-Closing ownership of the Perceptive PIPE Investor and the initial shareholders may increase by approximately 2.6%. Convertible Security Financing (Private Placement) In connection with the execution of the Business Combination Agreement, certain investors, including the Perceptive PIPE Investor (the “Convert Investors”), executed a securities purchase agreement, dated February 13, 2024, with ListCo (the “Convertible Security Subscription Agreement”), pursuant to which ListCo issued on the Closing Date to the Convert Investors $20,000,000 aggregate principal amount of 13% senior secured convertible notes (the “New Adagio Convertible Notes”), which will be convertible into shares of New Adagio Common Stock at a conversion price of $10.00 per share, subject to adjustment (the “Conversion Shares”), and 1,500,000 warrants (the “Convert Warrants”), each Convert Warrant being exercisable on a cashless basis or for cash at a price of $24.00 per share, subject to adjustment (the “Base Convert Financing”). Such $20,000,000 of financing in the form of New Adagio Convertible Notes includes the Perceptive Convertible Note Commitment (as defined below) and includes the conversion of the 2024 Bridge Financing Notes (as defined below) into New Adagio Convertible Notes at Closing, subject in each case to Additional Financing (as defined below) being raised prior to Closing, as further described below. The New Adagio Convertible Notes will have a maturity of three years and nine months Pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, ListCo, certain of its subsidiaries (other than Adagio Medical GmbH, a company organized under the laws of Germany and an excluded subsidiary thereunder) (the “Subsidiaries”) and the collateral agent (the “Collateral Agent”) on behalf of the Convert Investors, will enter into a security and pledge agreement (the “Convert Security Document”), pursuant to which ListCo and the Subsidiaries will (i) pledge the equity interests in the Subsidiaries to the Collateral Agent, (ii) pledge all of their respective promissory notes, securities and other instruments evidencing indebtedness to the Collateral Agent, and (iii) grant to the Collateral Agent a security interest in and lien on all of their respective personal property and assets, including, among other items, all of their deposit accounts, chattel paper, documents, equipment, general intangibles, instruments and inventory, and all proceeds therefrom, in each case subject to customary exceptions, all as set forth in the form of the Convert Security Document. Additionally, pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, the Subsidiaries will deliver a guaranty (the “Convert Guaranty”) to the Collateral Agent pursuant to which the Subsidiaries will, jointly and severally, guaranty ListCo’s obligation to repay the New Adagio Convertible Notes and all other obligations of ListCo under the Convertible Security Subscription Agreement and the New Adagio Convertible Notes and other related transaction documents, as set forth in the form of the Convert Guaranty. Any additional subsidiaries of ListCo formed or acquired after the closing date will be required to join the Convert Guaranty as additional guarantors. Convert Registration Rights Agreement The Conversion Shares, the Convert Warrants, the Convert Warrant Shares, the New Adagio Convertible Notes and any capital stock of ListCo issued or issuable with respect to the Conversion Shares, have not been registered under the Securities Act. In connection with the Convertible Security Subscription Agreement, ListCo and the Convert Investors agreed to enter into a Registration Rights Agreement (the “Convert Registration Rights Agreement”), pursuant to which ListCo will be required to file a registration statement on Form S-3 or, if not available, Form S-1 (the “Convert Registration Statement”) with the SEC to register for resale all of the Registrable Securities (as defined in the Convert Registration Rights Agreement), including the Conversion Shares, the Convert Warrant Shares and any shares issuable with respect to the New Adagio Convertible Notes, as soon as practicable, but in no event later than 45 days after the Closing Date. In the event that the number of shares registered for resale under the Convert Registration Statement is insufficient to cover all of the Registrable Securities, ListCo will amend the Registration Statement or file with the SEC a new registration statement to cover at least the Required Registration Amount (as defined in the Convert Registration Rights Agreement) as of the trading day immediately preceding the date of the filing of such amendment or new registration statement, as soon as practicable, but in any event not later than 15 days after the necessity therefor arises. If ListCo fails to file the Convert Registration Statement when required, fails to obtain effectiveness by SEC when required or fails to maintain the effectiveness of the Convert Registration Statement pursuant to the Convert Registration Rights Agreement, then as partial relief for the damages to any holder by reason of any such delay in or reduction of, its ability to sell the underlying shares of New Adagio Common Stock, ListCo will be required to pay each holder of Registrable Securities relating to such Convert Registration Statement an amount equal to one percent of such Convert Investor’s original principal amount according to the timelines laid out in the Convert Registration Rights Agreement. The Convert Registration Rights Agreement also provides the parties with “piggy-back” registration rights, subject to certain requirements and customary conditions. Investor Rights Agreement Concurrently with the execution of the Business Combination Agreement, the Company, ListCo, the Perceptive PIPE Investor, the Sponsor and the Other Class B Shareholders, and certain Adagio stockholders entered into an investor rights agreement (the “Investor Rights Agreement”) pursuant to which, among other things, the Perceptive PIPE Investor, the Sponsor, the Other Class B Shareholders, certain Adagio stockholders and investors in the Convertible Security Financing will be granted certain customary registration rights. Further, subject to customary exceptions set forth in the Investor Rights Agreement, the shares of New Adagio Common Stock beneficially owned or owned of record by the Sponsor, the Perceptive PIPE Investor, certain officers and directors of the Company and New Adagio (including any shares of New Adagio Common Stock issued pursuant to the Business Combination Agreement or the PIPE Financing) will be subject to a lock-up period beginning on the Closing Date until the date that is the earlier of (i) 365 days following the Closing Date (or six months after the Closing Date, in the case of Olav Bergheim, John Dahldorf, Hakon Bergheim, Todd Wider, Michael Henderson and Leslie Trigg) or (ii) the first date subsequent to the Closing Date with respect to which the closing price of the shares of New Adagio Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date. Pursuant to the terms of the Investor Rights Agreement, ListCo will be obligated to file a registration statement to register the resale of certain shares of New Adagio Common Stock within 45 days after the Closing, and ListCo is required at all times to maintain the effectiveness of such resale registration statement for the benefit of the holders party to the agreement. In addition, pursuant to the terms of the Investor Rights Agreement and subject to certain requirements and customary conditions, the certain Adagio stockholders, the Perceptive PIPE Investor and the Sponsor (including the Permitted Transferees (as defined therein) of the Perceptive PIPE Investor and the Sponsor) may demand at any time or from time to time, that ListCo file a registration statement on Form S-3 (or on Form S-1 if Form S-3 is not available) to register the securities of ListCo held by such holders. The Investor Rights Agreement will also provide holders party thereto with “piggy-back” registration rights, subject to certain requirements and customary conditions. The Registration and Shareholder Rights Agreement will be terminated in connection with the consummation of the Business Combination and replaced by the Investor Rights Agreement. Adoption of Second Extension Amendment Proposal On February 27, 2024, the Company held an extraordinary general meeting of shareholders in view of approving an amendment to the Amended and Restated Memorandum and Articles of Association to extend the Termination Date from the Previous Termination Date to the Articles Extension Date and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to eleven times by an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until March 2, 2025 or a total of up to forty-eight As contemplated by the Amended and Restated Memorandum and Articles of Association, the holders of Public Shares were able to elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account in connection with the Second Extension Amendment Proposal. On February 27, 2024, the Second Extension Amendment Proposal was adopted and 390,815 Public Shares were redeemed for an aggregate amount of approximately $4,358,804. Following the adoption of the Second Extension Amendment Proposal, the Company had 3,799,016 Class A ordinary shares, including 3,300,016 Public Shares and 499,000 private placement shares, and 3,737,500 Class B ordinary shares issued and outstanding. Following the approval of the Second Extension Amendment Proposal, the ordinary shares held by the initial shareholders represented 56.2% of the issued and outstanding ordinary shares (including Private Placement Shares). Non-Redemption Subscription Agreements In connection with the execution of the Business Combination Agreement, ListCo and the Company entered into Non-redemption Subscription Agreements (the “Non-redemption Subscription Agreements”) with certain other investors (the “Non-Redeeming Subscribed Investors”) pursuant to which the Non-Redeeming Subscribed Investors committed financing valued at approximately $2,000,000, which includes ListCo is seeking commitments from interested investors to purchase in a private placement, contingent upon, and substantially concurrently with the closing of the Transaction, (i) shares (the “Shares”) of ListCo’s common stock, par value $0.0001 per share (the “Common Stock”), (ii) warrants, each representing the right to purchase shares of Common Stock and to be represented by a warrant and (iii) the Investor and its affiliates agree (a) not to sell or transfer any of the Non-Redeeming Subscribed Investors”) the company’s Shares prior to the closing of the Transaction and (b) not to redeem any Investor Company Shares prior to or in connection with the Transaction. On the Closing Date, Non-Redeeming Subscribed Investors shall deliver evidence reasonably satisfactory to ListCo that Investor continues to hold the Investor Company Shares and has not tendered such shares for redemption. The Company has concluded that the New Adagio Common Stock and Warrants (“Non-Redeeming Shares and Warrants”) issued under certain Non-redemption Subscription Agreements qualify as equity under ASC 815-40 (“Derivatives and Hedging-Contracts in Entity’s Own Equity”). Consequently, the Company will recognize these Non-Redeeming Shares and Warrants by recording an entry to additional paid-in capital (APIC) in shareholders’ equity in its balance sheet. According to ASC 815-40-30-1, the Non-Redeeming Shares and Warrants will be recorded and measured at fair value, usually represented by the proceeds received for equity-linked instruments. When estimating the fair value of these instruments, the Company follows the guidance in ASC 820, Fair Value Measurement. Regarding the Non-Redeeming Subscribed Investors’ commitment to irrevocably subscribe and purchase the number of Non-Redeeming Shares and Warrants listed in the Non-redemption Subscription Agreements, the Company agrees to the terms and conditions set forth in the agreements, including not redeeming the Class A ordinary shares purchased in the open market before closing. The Company will record an amount equal to the full fair value of the Non-Redeeming Shares and Warrants to be issued to the Non-Redeeming Subscribed Investor at the closing. Approval of Business Combination Agreement On July 26, 2024, the Company held an annual general meeting of shareholders (the “Meeting”) to consider and vote upon the Business Combination Proposal, the ARYA Merger Proposal, the Director Election Proposal and the Adjournment Proposal, each as more fully described in the definitive proxy statement/prospectus that the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 12, 2024 (the “Proxy Statement”). The shareholders of the Company approved the Business Combination Proposal, the ARYA Merger Proposal and the Director Election Proposal. As there were sufficient votes to approve the Business Combination Proposal, the ARYA Merger Proposal and the Director Election Proposal, the Adjournment Proposal was not presented to shareholders. Consummation of Business Combination On July 31, 2024, Adagio announced the closing of its previously announced Business Combination with the Company and ListCo (the “Closing”). In connection with the Closing, ListCo changed its name to “Adagio Medical Holdings, Inc.” (ListCo following the Closing, “New Adagio”). The shares of common stock of New Adagio began trading on August 1, 2024, under the ticker symbol “ADGM” on the Nasdaq Capital Market. Upon the consummation of the Business Combination, Adagio and the Company became the direct wholly-owned subsidiaries of New Adagio. In connection with the Business Combination, the combined company raised financing valued at approximately $84.2 million, which consisted of funds held in the Company’s trust account, a concurrent equity and warrant private placement (including $29.5 million of bridge financing used by Adagio prior to closing and funds from the Company’s trust account not redeemed) led by, among others, Perceptive PIPE Investor, RA Capital Management and RTW Investments, and a concurrent convertible security financing (including $7.0 million of bridge financing used by Adagio prior to closing) led by, among others, an institutional investor and Perceptive PIPE Investor. The Business Combination is expected to be accounted for as a forward-merger in accordance with U.S. GAAP. Under this method of accounting, ListCo is treated as the “accounting acquirer” and Adagio as the “accounting acquiree” for financial reporting purposes. Accordingly, the Business Combination is expected to be accounted for using the acquisition method of accoun | Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares and Private Placement Shares, including Private Placement Shares that may be issued upon conversion of Working Capital Loans, are entitled to registration rights pursuant to the Registration and Shareholders Rights Agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Company’s completion of its Business Combination. However, the Registration and Shareholders Rights Agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the Founder Shares, in accordance with the letter agreement the Company’s initial shareholders entered into and (ii) in the case of the Private Placement Shares, 30 days after the completion of the Company’s Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. See Note 9 for information on the Investor Rights Agreement that was executed in connection with a proposed Business Combination and that will replace the Registration and Shareholders Rights Agreement in connection with the closing of the proposed Business Combination. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 1,950,000 additional Public Shares to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. On March 2, 2021, the underwriters fully exercised the over-allotment option. The underwriters were paid an underwriting discount of $0.20 per Public Share, or approximately $3.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Public Share, or approximately $5.2 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On August 8, 2022, the Company received a waiver from one of the underwriters of its Initial Public Offering pursuant to which such underwriter waived all rights to its 50% share of the deferred underwriting commissions payable upon completion of an initial Business Combination. In connection with this waiver, the underwriter also agreed that (i) this waiver is not intended to allocate its 50% portion of the deferred underwriting commissions to the other underwriter that has not waived its right to receive its share of the deferred underwriting commissions and (ii) the waived portion of the deferred underwriting commissions can, at the discretion of the Company, be paid to one or more parties or otherwise be used in connection with an initial Business Combination. During the year ended December 31, 2022, the Company derecognized approximately $2.6 million of the deferred underwriting commissions and recorded an adjustment to the carrying value of the shares of Class A ordinary shares subject to redemption. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Class A Ordinary Shares Subject to Possible Redemption | Note 6 — Class A Ordinary Shares Subject to Possible Redemption The Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. As of June 30, 2024 and December 31, 2023, there were 3,300,016 and 3,690,831 Class A ordinary shares subject to possible redemption, respectively. The Public Shares issued in the Initial Public Offering in connection with the over-allotment exercise were recognized in Class A ordinary shares subject to possible redemption as follows: Gross proceeds $ 149,500,000 Less: Offering costs allocated to Class A ordinary shares subject to possible redemption (8,734,896) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 8,147,540 Plus: Waiver of deferred underwriting commissions 2,616,250 Class A ordinary shares subject to possible redemption at December 31, 2022 151,528,894 Less: Redemption of Class A ordinary shares (115,071,882) Plus: Adjustment for accretion of Class A ordinary shares subject to possible redemption 4,018,937 Class A ordinary shares subject to possible redemption at December 31, 2023 $ 40,475,949 Less: Redemption of Class A ordinary shares (4,358,804) Plus: Adjustment for accretion of Class A ordinary shares subject to possible redemption 902,751 Class A ordinary shares subject to possible redemption at March 31, 2024 $ 37,019,896 Plus: Adjustment for accretion of Class A ordinary shares subject to possible redemption 819,027 Class A ordinary shares subject to possible redemption at June 30, 2024 $ 37,838,923 | Note 6 — Class A Ordinary Shares Subject to Possible Redemption The Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. As of December 31, 2023 and 2022, there were 3,690,831 and 14,950,000 Class A ordinary shares subject to possible redemption. The Public Shares issued in the Initial Public Offering in connection with the over-allotment exercise were recognized in Class A ordinary shares subject to possible redemption as follows: Gross proceeds $ 149,500,000 Less: Offering costs allocated to Class A ordinary shares subject to possible redemption (8,734,896) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 8,147,540 Plus: Waiver of deferred underwriting commissions 2,616,250 Class A ordinary shares subject to possible redemption at December 31, 2022 151,528,894 Less: Redemption of Class A ordinary shares (115,071,882) Plus: Adjustment for accretion of Class A ordinary shares subject to possible redemption 4,018,937 Class A ordinary shares subject to possible redemption at December 31, 2023 $ 40,475,949 |
Shareholders' Deficit
Shareholders' Deficit | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Shareholders' Deficit | Note 3 — Stockholder’s Deficit Common Stock | Note 3 — Stockholder’s Deficit Common Stock | |
CIK0001838821_ARYA Sciences Acquisition Corp IV | |||
Shareholders' Deficit | Note 7 — Shareholders’ Deficit Preference Shares Class A Ordinary Shares On February 27, 2024, the Company’s stockholders redeemed 390,815 Public Shares for an aggregate amount of approximately $4,358,804. Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders at a general meeting of the Company. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the Private Placement Shares) upon the consummation of the Initial Public Offering, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Shares issued to the Sponsor, members of the Company’s management team or any of their affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one | Note 7 — Shareholders’ Deficit Preference Shares Class A Ordinary Shares issued outstanding Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders at a general meeting of the Company. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the Private Placement Shares) upon the consummation of the Initial Public Offering, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Shares issued to the Sponsor, members of the Company’s management team or any of their affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Fair Value Measurements | Note 5 — Fair Value Measurements Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. During the six months ended June 30, 2024, the Company entered into an Open Market Subscription Agreement and Non-Redemption Subscription Agreement, discussed in Note 4. The Company has concluded that the New Adagio Common Stock and PIPE Warrants and Non-Redeeming Shares and Warrants to be issued under certain of Open Market Subscription Agreements and Non-Redeeming Subscription Agreements that include an open market purchase and non-redemption obligation for Open Market Investors and Non-Redeeming Subscribed Investors qualify as equity under ASC 815-40 (“Derivatives and Hedging–Contracts in Entity’s Own Equity”); therefore, the Company will recognize the New Adagio Common Stock and PIPE Warrants to be issued under such Open Market Subscription Agreements and Non-Redeeming Subscription Agreements (such securities, the “Open Market PIPE Securities” and “Non-Redeeming Shares and Warrants”) by recording an entry to additional paid-in capital in stockholder’s deficit in its balance sheet and Open Market Subscription Agreement expense on its statement of operations. In accordance with ASC 815-40-30-1, the New Adagio Common Stock and PIPE Warrants and Non-Redeeming Shares and Warrants will be recorded and measured at fair value (i.e., most often representative of proceeds received for equity-linked instruments; however, when estimating the fair value of the New Adagio Common Stock and PIPE Warrants and Non-Redeeming Shares and Warrants, the Company has followed the guidance in ASC 820, “Fair Value Measurement.” In connection with Open Market Investor’s commitment to irrevocably subscribe for and agree to purchase from ListCo the number of Open Market PIPE Securities and Non-Redeeming Shares and Warrants set forth on the signature page of the applicable Open Market Subscription Agreements, on the terms and subject to the conditions set forth in such Open Market Subscription Agreements, which include, without limitation, the agreement not to redeem the Class A ordinary shares purchased in the open market prior to Closing, the Company will record an amount equal to the full fair value of the New Adagio Common Stock and PIPE Warrants to be issued to the Open Market PIPE Investor in connection with the Closing. The estimated amount of New Adagio Common Stock shares and PIPE Warrants to be issued on the Close of the Transaction, as of the inception of the Open Market Subscription agreements mentioned above, are 219,877 and 183,493, respectively. The estimated amount of Non-Redeeming Shares and Warrants to be issued on the Close of the Transaction, as of the inception of the Non-Redeeming Subscription Agreements mentioned above, are 76,681 and 166,160, respectively. To determine the fair value of the New Adagio Common Stock on inception, the Company used the following Level 3 inputs: February 13, 2024 Base Share Price $ 10.00 Adjusted per Share (1.2X Purchase Price Ratio) $ 8.33 Adjusted Share price $ 7.00 Probability of Closing 75.00 % Estimated fair value per Share at Closing $ 5.25 To determine the fair value of the PIPE Warrants on inception, the Company used the following Level 3 inputs: February 13, 2024 Base Share Price $ 7.00 Strike price, as defined in Subscription Agreement $ 10.00 Term (Months) 12.00 Average volatility rate 70.00 % Probability of Closing 75.00 % Estimated expected Warrant price $ 1.21 Estimated fair value per Warrant at Closing (1.2x Coverage Ratio) $ 1.45 To determine the fair value of the Non-Redeeming Subscription Agreement Shares on inception, the Company used the following Level 3 inputs: June 21, 2024 Base Share Price $ 10.00 Adjusted per Share (1.2X Purchase Price Ratio) $ 8.33 Adjusted Share price $ 7.08 Probability of Closing 95.00 % Estimated fair value per Share at Closing $ 6.73 To determine the fair value of the Non-Redeeming Subscription Agreement Warrants on inception, the Company used the following Level 3 inputs: June 21, 2024 Base Share Price $ 10.00 Strike price, as defined in Subscription Agreement $ 10.00 Term (Months) 12.00 Average volatility rate 70.00 Probability of Closing 95.00 % Estimated expected Warrant price $ 1.25 Estimated fair value per Warrant at Closing (1.2x Coverage Ratio) $ 1.19 During the six-month period ended June 30, 2024, the fair value of the instruments above was recorded in additional paid-in capital in stockholder’s deficit on the Company’s balance sheet and Subscription Agreement expense on its statement of operations was $2,134,199. | |
CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Fair Value Measurements | Note 8 — Fair Value Measurements Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There was a transfer of U.S. Treasury securities to cash during the year ended December 31, 2023, the amount held in trust are no longer fair valued. Level 1 instruments include investments U.S. Treasury securities with an original maturity of 185 days or less. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company acting, as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the First Extension Amendment Proposal described above (see Note 1). During the six months ended June 30, 2024, the Company entered into an Open Market Subscription Agreement and Non-Redemption Subscription Agreement, discussed in Note 5. The Company has concluded that the New Adagio Common Stock and PIPE Warrants and Non-Redeeming Shares and Warrants to be issued under certain of Open Market Subscription Agreements and Non-Redeeming Subscription Agreements that include an open market purchase and non-redemption obligation for Open Market Investors and Non-Redeeming Subscribed Investors qualify as equity under ASC 815-40 (“Derivatives and Hedging–Contracts in Entity’s Own Equity”); therefore, the Company will recognize the New Adagio Common Stock and PIPE Warrants to be issued under such Open Market Subscription Agreements and Non-Redeeming Subscription Agreements (such securities, the “Open Market PIPE Securities” and “Non-Redeeming Shares and Warrants”) by recording an entry to additional paid-in capital (APIC) in shareholders’ equity in its Consolidated Condensed Balance Sheet and Subscription Agreement expense on its Consolidated Condensed Statement of Operations. In accordance with ASC 815-40-30-1, the New Adagio Common Stock and PIPE Warrants and Non-Redeeming Shares and Warrants will be recorded and measured at fair value (i.e., most often representative of proceeds received for equity-linked instruments; however, when estimating the fair value of the New Adagio Common Stock and PIPE Warrants and Non-Redeeming Shares and Warrants, the Company has followed the guidance in ASC 820 Fair Value Measurement. In connection with Open Market Investor’s commitment to irrevocably subscribe for and agree to purchase from ListCo the number of Open Market PIPE Securities and Non-Redeeming Shares and Warrants set forth on the signature page of the applicable Open Market Subscription Agreements, on the terms and subject to the conditions set forth in such Open Market Subscription Agreements, which include, without limitation, the agreement not to redeem the Class A ordinary shares purchased in the open market prior to Closing, the Company will record an amount equal to the full fair value of the New Adagio Common Stock and PIPE Warrants to be issued to the Open Market PIPE Investor in connection with the Closing. The estimated amount of New Adagio Common Stock shares and PIPE Warrants to be issued on the Close of the Transaction as of the inception of the Open Market Subscription agreements mentioned above, are 219,877 and 183,493, respectively. The estimated amount Non-Redeeming Shares and Warrants to be issued on the Close of the Transaction as of the inception of the Non-Redeeming Subscription Agreements mentioned above, are 76,681 and 166,160, respectively. To determine the Fair Value of the New Adagio Common Stock on inception, the Company used the following Level 3 inputs: February 13, 2024 Base Share Price $ 10.00 Adjusted per Share (1.2X Purchase Price Ratio) $ 8.33 Adjusted share price $ 7.00 Probablility of Closing 75.00 % Estimated fair value per Share at Closing $ 5.25 To determine the Fair Value of the PIPE Warrants on inception, the Company used the following Level 3 inputs: February 13, 2024 Base Share Price $ 7.00 Strike price, as defined in Subscription Agreement $ 10.00 Term (Months) 12.00 Average volatility rate 70.00 % Probability of Closing 75.00 % Estimated expected Warrant price $ 1.21 Estimated fair value per Warrant at Closing (1.2x Coverage Ratio) $ 1.45 To determine the Fair Value of the Non-Redeeming Subscription Agreement Shares on inception, the Company used the following Level 3 inputs: June 21, 2024 Base Share Price $ 10.00 Adjusted per Share (1.2X Purchase Price Ratio) $ 8.33 Adjusted share price $ 7.08 Probability of Closing 95.00 % Estimated fair value per Share at Closing $ 6.73 To determine the Fair Value of the Non-Redeeming Subscription Agreement Warrants on inception, the Company used the following Level 3 inputs: June 21, 2024 Base Share Price $ 10.00 Strike price, as defined in Subscription Agreement $ 10.00 Term (Months) 12.00 Average volatility rate 70.00 Probability of Closing 95.00 % Estimated expected Warrant price $ 1.25 Estimated fair value per Warrant at Closing (1.2x Coverage Ratio) $ 1.19 During the six months ended June 30, 2024, the Fair Value of the instruments above were recorded in additional paid-in capital in shareholders’ equity in its Balance Sheet and Subscription Agreement expense on its Statement of Operations was $2,134,199. | Note 8 — Fair Value Measurements The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2023 and 2022 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: December 31, 2022 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets held in Trust Account: U.S. Treasury Securities $ 151,628,280 $ — $ — Cash equivalents – money market funds 614 — — $ 151,628,894 $ — $ — Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There was a transfer of U.S. Treasury securities to cash during the year ended December 31, 2023, the amount held in trust are no longer fair valued. Level 1 instruments include investments U.S. Treasury securities with an original maturity of 185 days or less. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company acting, as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the Extension Amendment Proposal described above (see Note 1). There were no transfers |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Subsequent Events | Note 4 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to June 25, 2024, the financial statements were available to be issued and has concluded that, other than the events described below, all such events that would require recognition or disclosure have been recognized or disclosed. Business Combination Agreement On February 13, 2024, the Parent, the Company, Aja Merger Sub 1, a Cayman Islands exempted company (“ARYA Merger Sub”), Aja Merger Sub 2, Inc., a Delaware corporation (“Adagio Merger Sub”), and Adagio Medical, Inc. (“Adagio”) entered into a business combination agreement (the “Business Combination Agreement”), in connection with a proposed business combination (the “Proposed Adagio Business Combination”), which contains certain customary representations, warranties, and covenants by the parties thereto. As further described in the Business Combination Agreement, the closing of the Proposed Adagio Business Combination (the “Closing” and the date on which the Closing occurs, the “Closing Date”) is subject to certain customary conditions and risks. “New Adagio” refers to the Company after giving effect to the Business Combination. The Business Combination Agreement provides, among other things, for the consummation of the following transactions: 1. ARYA Merger Sub will merge with and into the Parent (the “ARYA Merger”) and Adagio Merger Sub will merge with and into Adagio (the “Adagio Merger” and, together with the ARYA Merger, the “Mergers”), with the Parent and Adagio surviving the Mergers and, after giving effect to such Mergers, each of the Parent and Adagio becoming a wholly owned subsidiary of the Company, on the terms and subject to the conditions in the Business Combination Agreement; 2. (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share, of the Parent (the “Class A ordinary shares”) will be automatically cancelled, extinguished and converted into the right to receive one share of common stock, par value $0.0001 per share, of New Adagio (the “New Adagio Common Stock”) and (ii) each issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Parent (the “Class B ordinary shares”) will be automatically cancelled, extinguished and converted into the right to receive one share of New Adagio Common Stock, other than 1,000,000 Class B ordinary shares that will be forfeited by the Sponsor and issued to PIPE Investors (as defined below), including Perceptive Life Sciences Master Fund, Ltd, a Cayman Islands exempted company (the “Perceptive PIPE Investor”). 1,147,500 shares of New Adagio Common Stock issuable to the Sponsor will be subject to share trigger price vesting and will vest if, prior to the tenth anniversary of the Closing, the post-closing share price of New Adagio equals or exceeds $24.00 per share for any 20 trading days within any 30 trading day period (the “Share Trigger Price Vesting”); 3. (i) each warrant of Adagio (other than the pre-funded warrant to purchase shares of Series E Preferred Stock of Adagio that is issued and outstanding immediately prior to the consummation of the Adagio Merger (the “Pre-Funded Warrants for Series E Preferred Shares”)) will be either (x) terminated, or (y) “net” exercised in exchange for shares of common stock, par value $0.01 per share, of Adagio (“Adagio Common Stock”); (ii) all issued and outstanding unsecured convertible promissory notes of Adagio (excluding the Bridge Financing Notes (as defined below) and the 2024 Bridge Financing Notes (as defined below)) (the “Adagio Convertible Notes”), including any accrued and unpaid interest thereon, will be automatically and fully converted into shares of Adagio Common Stock in accordance with the terms of such Adagio Convertible Notes and such Adagio Convertible Notes will be cancelled, satisfied, extinguished, discharged and retired in connection with such conversion (the “Adagio Convertible Notes Conversion”); (iii) each share of preferred stock, par value $0.001 per share, of Adagio (the “Adagio Preferred Stock”) that is issued and outstanding will be automatically converted into shares of Adagio Common Stock and each such share of Adagio Preferred Stock will be cancelled; (iv) all issued and outstanding shares of Adagio Common Stock (other than treasury shares and shares with respect to which appraisal rights under the Delaware General Corporation Law, as amended, are properly exercised and not withdrawn) will be automatically cancelled, extinguished and converted into the right to receive shares of New Adagio Common Stock based on the exchange ratio set forth in the Business Combination Agreement; (v) each Pre-Funded Warrant for Series E Preferred Shares that is issued and outstanding immediately prior to the consummation of the Adagio Merger shall be automatically canceled and extinguished and converted into the right to receive shares of New Adagio Common Stock based on the exchange ratio set forth in the Business Combination Agreement (vi) each issued, outstanding and unexercised option to purchase Adagio Common Stock (“Adagio Option”) that is vested as of such time or will vest in connection with, or after taking into account the effect of, the consummation of the transactions contemplated by the Business Combination Agreement with an aggregate value that exceeds the aggregate exercise price of such Adagio Option (each an “In-the-Money Adagio Option”) will be cancelled and extinguished in exchange for options to purchase shares of New Adagio Common Stock, and each issued and outstanding Adagio equity award (other than an In-the-Money Adagio Option) will automatically be cancelled and extinguished for no consideration and each holder thereof will cease to have any rights with respect thereto. On June 24, 2024, the Company and the Parent entered into the June Subscription Agreements with the June PIPE Investors (as defined below). Additionally, on June 24, 2024, the Company and the Parent entered into an amendment to the Subscription Agreement (as defined below) with the Perceptive PIPE Investor (as defined below), pursuant to which the May 2024 Notes (as defined below), any Additional Convertible Notes (as defined below) that the Perceptive PIPE Investor may elect to subject to its Subscription Agreement and any interest that has been accruing and will remain unpaid thereon prior to Closing will be contributed to the Company at Closing. For additional information, please see “ —PIPE Financing (Private Placement) On June 25, 2024, the Parent and Adagio entered into the Consent and Amendment No. 1 to the Business Combination Agreement (the “BCA Amendment”). The BCA Amendment relates to an adjustment of the pre-Closing ownership of one of the stockholders of Adagio, a change to the post-Closing name of the Company and changes to the terms of the post-Closing Key Employee Incentive Plan and HoldCo Incentive Equity Plan of the Company. PIPE Financing (Private Placement) In connection with the execution of the Business Combination Agreement, the Company and the Parent entered into Subscription Agreements (as may be amended, supplemented or otherwise modified from time to time, the “Initial Subscription Agreements”) with the Perceptive PIPE Investor and certain other investors (the “Initial Other PIPE Investors,” and, together with the Perceptive PIPE Investor, the “Initial PIPE Investors”). In June 2024, ListCo and ARYA entered into additional Subscription Agreements (as may be amended, supplemented or otherwise modified from time to time, the “June Subscription Agreements” and, together with the Initial Subscription Agreements, the “Subscription Agreements”) with certain additional investors (the “June PIPE Investors” and, together with the Initial Other PIPE Investors, the “Other PIPE Investors,“ and the Other PIPE Investors, together with the Perceptive PIPE Investor, the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors have committed financing valued at approximately $53,000,000 (the “PIPE Financing”). The PIPE Financing is comprised of: (i) commitments by certain investors to subscribe for and purchase Class A ordinary shares in the open market for $2,500,000 and not to redeem such shares prior to the Closing Date (valued as of June 18, 2024 at approximately $2,529,830 based on an approximate redemption value of $11.47 per Class A ordinary share on June 18, 2024), which will result in the issuance of approximately 355,459 shares of New Adagio Common Stock and approximately 299,904 warrants exercisable for shares of New Adagio Common Stock at $10.00 per share, subject to adjustment (the “Base Warrants”) (including the Class A ordinary shares purchased by such Other PIPE Investors and that such Other PIPE Investors agreed not to redeem and that will convert into shares of New Adagio Common Stock at Closing in connection with the Business Combination); (ii) commitments by certain investors that are shareholders of ARYA not to redeem approximately 247,700 Class A ordinary shares (valued as of June 18, 2024 at approximately $2,842,454 based on an approximate redemption value of $11.47 per Class A ordinary share on June 18, 2024), which will result in the issuance of approximately 403,114 shares of New Adagio Common Stock and approximately 341,098 Base Warrants (including the Class A ordinary shares that such Other PIPE Investors agreed not to redeem and that will convert into shares of New Adagio Common Stock at Closing in connection with the Business Combination); (iii) agreements to subscribe for and purchase at Closing approximately 1,706,666 shares of New Adagio Common Stock and approximately 1,440,000 Base Warrants for an aggregate purchase price of approximately $12,000,000; (iv) the contribution of (a) the $15,000,000 convertible promissory notes of Adagio, which the Perceptive PIPE Investor purchased from Adagio pursuant to that certain Note Purchase Agreement, dated as of April 4, 2023 (the “April 2023 Notes”), (b) the $8,000,000 convertible promissory notes of Adagio, which the Perceptive PIPE Investor purchased from Adagio pursuant to that certain Note Purchase Agreement, dated as of November 28, 2023 (the “November 2023 Notes”), (c) the $3,000,000 convertible promissory notes of Adagio, which the Perceptive PIPE Investor purchased from Adagio pursuant to that certain Note Purchase Agreement, dated as of May 21, 2024 (the “May 2024 Notes”), (d) any additional convertible promissory notes that Adagio may issue to the Perceptive PIPE Investor prior to the Closing Date to fund ongoing working capital requirements of Adagio prior to the Closing Date and that the Perceptive PIPE Investor may elect prior to the Closing Date to subject to its Subscription Agreement (such additional convertible promissory notes of Adagio, the “Additional Convertible Notes,” and, together with the April 2023 Notes, the November 2023 Notes and the May 2024 Notes, the “Bridge Financing Notes”) to the Company and any interest that has been accruing and will remain unpaid thereon prior to Closing pursuant to the terms of the Subscription Agreement executed by the Perceptive PIPE Investor; and (v) an additional cash investment by the Perceptive PIPE Investor of approximately $8,070,575 (which amount may be reduced by up to approximately $1,070,575 subject to Additional Financing (as defined below) being raised prior to Closing). In respect of its Subscription Agreement described in (iv) and (v) in the foregoing, the Perceptive PIPE Investor will be issued approximately 5,012,817 shares of New Adagio Common Stock and approximately 4,088,470 Base Warrants. As provided for in the Subscription Agreements, the number of shares of New Adagio Common Stock and Base Warrants issuable to the PIPE Investors will depend on the redemption value of the Class A ordinary shares at Closing, the average per share price of the Class A ordinary shares purchased by certain PIPE Investors in the open market and the amount of interest on the Bridge Financing Notes that will have accrued and be unpaid at Closing and be contributed to ListCo in exchange for shares of New Adagio Common Stock and PIPE Warrants. Further, under the Subscription Agreement executed by the Perceptive PIPE Investor, as amended, the Perceptive PIPE Investor may subject Additional Convertible Notes to its Subscription Agreement, which will result in the issuance of additional shares of New Adagio Common Stock and PIPE Warrants at the same issuance rate at which shares of New Adagio Common Stock and PIPE Warrants will be issued to the Perceptive PIPE Investor based on the contribution of the existing $26,000,000 of Bridge Financing Notes to ListCo (including any interest that has been accruing and will remain unpaid thereon prior to Closing), as described in the foregoing. Such New Adagio Common Stock and PIPE Warrant issuance rate for Additional Convertible Notes that the Perceptive PIPE Investor may subject to its Subscription Agreement is equal to approximately 0.12 shares of New Adagio Common Stock and 0.12 PIPE Warrants per U.S. Dollar loaned by the Perceptive PIPE Investor to Adagio under an Additional Convertible Note. The shares of New Adagio Common Stock and PIPE Warrants to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. ListCo will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination. Convertible Security Financing (Private Placement) In connection with the execution of the Business Combination Agreement, certain investors, including the Perceptive PIPE Investor (the “Convert Investors”), executed a securities purchase agreement, dated February 13, 2024, with the Company (such agreement and any assignment agreement thereunder in connection with any Additional Financing, the “Convertible Security Subscription Agreement”), pursuant to which the Company issued on the Closing Date to the Convert Investors $20,000,000 aggregate principal amount of 13% senior secured convertible notes (the “New Adagio Convertible Notes”), which will be convertible into shares of New Adagio Common Stock at a conversion price of $10.00 per share, subject to adjustment (the “Conversion Shares”), and 1,500,000 warrants (the “Convert Warrants”), which will be exercisable on a cashless basis or for cash at a price of $24.00 per share, subject to adjustment (the “Base Convert Financing”), and will expire on the seventh anniversary of the Closing. Such $20,000,000 investment in New Adagio Convertible Notes includes the conversion of the 2024 Bridge Financing Notes (as defined below) into New Adagio Convertible Notes and Convert Warrants at Closing, subject in each case to Additional Financing being raised prior to Closing, as further described below. The New Adagio Convertible Notes will have a maturity of 3 years and nine months after Closing and interest will be payable in cash or compound as additional principal outstanding. As described above, in connection with the execution of the Convertible Security Subscription Agreement, the Perceptive PIPE Investor also purchased a $7,000,000 convertible promissory note of Adagio (the “2024 Bridge Financing Notes”) pursuant to a note purchase agreement, dated February 13, 2024, by and among the Perceptive PIPE Investor, Adagio and the Company (the “2024 Bridge Financing Notes Subscription Agreement”). On the Closing Date, pursuant to the terms of the 2024 Bridge Financing Notes and the 2024 Bridge Financing Note Subscription Agreement, the 2024 Bridge Financing Notes will convert into $7,000,000 of New Adagio Convertible Notes and 525,000 Convert Warrants on the same terms as the other Convert Investors executing the Convertible Security Subscription Agreement (the conversion of the 2024 Bridge Financing Notes held by the Perceptive PIPE Investor into New Adagio Convertible Notes and Convert Warrants and the purchase of New Adagio Convertible Notes and Convert Warrants by the other Convert Investors in the Base Convert Financing, the “Convertible Security Financing”). Subject to the Parent and New Adagio receiving any new financing or commitment for financing (any such financing, an “Additional Financing”), whether in the form of equity, debt or convertible debt, before the Closing Date, the Perceptive PIPE Investor may request that, on the Closing Date, the 2024 Bridge Financing Note is repaid with the funds raised in connection with such Additional Financing instead of such 2024 Bridge Financing Note converting into New Adagio Convertible Notes and Convert Warrants. The New Adagio Convertible Notes and the Convert Warrants issuable in connection with the Convertible Security Financing have not been registered under the Securities Act and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. The Company will grant the Convert Investors certain registration rights in connection with the Convertible Security Financing. The Convertible Security Financing is contingent upon, among other things, the substantially concurrent Closing. As set forth in the Convertible security Subscription Agreement, the closing of $7,500,000 of financing by a Convert Investor is conditioned on New Adagio having a certain amount of available cash on the Closing Date. Pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, the Company, certain of its subsidiaries (other than Adagio Medical GmbH, a company organized under the laws of Germany and an excluded subsidiary thereunder) (the “Subsidiaries”) and the collateral agent (the “Collateral Agent”) on behalf of the Convert Investors, will enter into a security and pledge agreement (the “Convert Security Document”), pursuant to which the Company and the Subsidiaries will (i) pledge the equity interests in the Subsidiaries to the Collateral Agent, (ii) pledge all of their respective promissory notes, securities and other instruments evidencing indebtedness to the Collateral Agent, and (iii) grant to the Collateral Agent a security interest in and lien on all of their respective personal property and assets, including, among other items, all of their deposit accounts, chattel paper, documents, equipment, general intangibles, instruments and inventory, and all proceeds therefrom, in each case subject to customary exceptions, all as set forth in the form of the Convert Security Document. Additionally, pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, the Subsidiaries will deliver a guaranty (the “Convert Guaranty”) to the Collateral Agent pursuant to which the Subsidiaries will, jointly and severally, guarantee the Company’s obligation to repay the New Adagio Convertible Notes and all other obligations of the Company under the Convertible Security Subscription Agreement and the New Adagio Convertible Notes and other related transaction documents, as set forth in the form of the Convert Guaranty. Any additional subsidiaries of the Company formed or acquired after the closing date will be required to join the Convert Guaranty as additional guarantors. Convert Registration Rights Agreement The Conversion Shares, the Convert Warrants, the Convert Warrant Shares, the New Adagio Convertible Notes and any capital stock of the Company issued or issuable with respect to the Conversion Shares, have not been registered under the Securities Act. In connection with the Convertible Security Subscription Agreement, the Company and the Convert Investors agreed to enter into a Registration Rights Agreement (the “Convert Registration Rights Agreement”), pursuant to which the Company will be required to file a registration statement on Form S-3 or, if not available, Form S-1 (the “Convert Registration Statement”) with the SEC to register for resale all of the Registrable Securities (as defined in the Convert Registration Rights Agreement), including the Conversion Shares, the Convert Warrant Shares and any shares issuable with respect to the New Adagio Convertible Notes, as soon as practicable, but in no event later than 45 days after the Closing Date. In the event that the number of shares registered for resale under the Convert Registration Statement is insufficient to cover all of the Registrable Securities, the Company will amend the Registration Statement or file with the SEC a new registration statement to cover at least the Required Registration Amount (as defined in the Convert Registration Rights Agreement) as of the trading day immediately preceding the date of the filing of such amendment or new registration statement, as soon as practicable, but in any event not later than 15 days after the necessity therefor arises. If the Company fails to file the Convert Registration Statement when required, fails to obtain effectiveness by SEC when required or fails to maintain the effectiveness of the Convert Registration Statement pursuant to the Convert Registration Rights Agreement, then as partial relief for the damages to any holder by reason of any such delay in or reduction of, its ability to sell the underlying shares of New Adagio Common Stock, the Company will be required to pay each holder of Registrable Securities relating to such Convert Registration Statement an amount equal to one percent of such Convert Investor’s original principal amount according to the timelines laid out in the Convert Registration Rights Agreement. The Convert Registration Rights Agreement also provides the parties with “piggy-back” registration rights, subject to certain requirements and customary conditions. Investor Rights Agreement Concurrently with the execution of the Business Combination Agreement, the Company, the Parent, the Perceptive PIPE Investor, the Sponsor and the other shareholders of Class B ordinary shares (the “Other Class B Shareholders”) and certain Adagio stockholders entered into an investor rights agreement (the “Investor Rights Agreement”) pursuant to which, among other things, the Perceptive PIPE Investor, the Sponsor, the Other Class B Shareholders, certain Adagio stockholders and investors in the Convertible Security Financing will be granted certain customary registration rights. Further, subject to customary exceptions set forth in the Investor Rights Agreement, the shares of New Adagio Common Stock beneficially owned or owned of record by the Sponsor, the Perceptive PIPE Investor, certain officers and directors of the Parent and New Adagio (including any shares of New Adagio Common Stock issued pursuant to the Business Combination Agreement or the PIPE Financing) will be subject to a lock-up period beginning on the Closing Date until the date that is the earlier of (i) 365 days following the Closing Date (or six months after the Closing Date, in the case of Olav Bergheim, John Dahldorf, Hakon Bergheim, Todd Wider, Michael Henderson and Leslie Trigg) or (ii) the first date subsequent to the Closing Date with respect to which the closing price of the shares of New Adagio Common Stock equals or exceeds $12.00 per share for any 20 30 150 days Pursuant to the terms of the Investor Rights Agreement, the Company will be obligated to file a registration statement to register the resale of certain shares of New Adagio Common Stock within 45 days after the Closing, and the Company is required at all times to maintain the effectiveness of such resale registration statement for the benefit of the holders party to the agreement. In addition, pursuant to the terms of the Investor Rights Agreement and subject to certain requirements and customary conditions, the certain Adagio stockholders, the Perceptive PIPE Investor and the Sponsor (including the Permitted Transferees (as defined therein) of the Perceptive PIPE Investor and the Sponsor) may demand at any time or from time to time, that the Company file a registration statement on Form S-3 (or on Form S-1 if Form S-3 is not available) to register the securities of the Company held by such holders. The Investor Rights Agreement will also provide holders party thereto with “piggy-back” registration rights, subject to certain requirements and customary conditions. The Registration and Shareholder Rights Agreement, dated March 2, 2021, by and among the Parent, the Sponsor and the other parties thereto will be terminated in connection with the consummation of the Business Combination and replaced by the Investor Rights Agreement. | Note 6 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the financial statements were issued and has concluded that, other than the event described below, all such events that would require recognition or disclosure have been recognized or disclosed. On July 31, 2024, Adagio announced the closing of its previously announced Business Combination with the Parent and the Company. In connection with the closing of the Business Combination, the Company changed its name to “Adagio Medical Holdings, Inc.” The common stock of New Adagio began trading on August 1, 2024, under the symbols ADGM on the Nasdaq Capital Market. Upon the consummation of the Business Combination, Adagio and the Parent became the direct wholly owned subsidiaries of the Company (see Note 4). | |
CIK0001838821_ARYA Sciences Acquisition Corp IV | |||
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the unaudited consolidated condensed financial statements were issued and has concluded that, other than the events described below, all such events that would require recognition or disclosure have been recognized or disclosed. On July 31, 2024, Adagio announced the closing of its previously announced Business Combination with the Company and ListCo (the “Closing”). In connection with the Closing, ListCo changed its name to “Adagio Medical Holdings, Inc.” (ListCo following the Closing, “New Adagio”). The shares of common stock of New Adagio began trading on August 1, 2024, under the ticker symbol “ADGM” on the Nasdaq Capital Market. Upon the consummation of the Business Combination, Adagio and the Company became the direct wholly-owned subsidiaries of New Adagio (see Note 5). | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the financial statements were issued and has concluded that, other than the events described below, all such events that would require recognition or disclosure have been recognized or disclosed. Extension Payments On January 2, 2024, the Company approved the eighth one-month extension of the Business Combination Period. In connection with this extension of the Business Combination Period to February 2, 2024, the Company drew an aggregate of $140,000 from the Third Promissory Note. As provided for in the Amended and Restated Memorandum and Articles of Association, the Company will deposit the $140,000 into the Trust Account. The Company also drew $100,000 under the Third Promissory Note for general working capital purposes. On February 2, 2024, the Company approved the ninth one-month extension of the time during which it may consummate an initial business combination. In connection with this extension of the Business Combination Period to March 2, 2024, the Company drew an aggregate of $140,000 from the Third Promissory Note. As provided for in the Amended and Restated Memorandum and Articles of Association, the Company will deposit the $140,000 into the Trust Account. The Company also drew $50,000 under the Third Promissory Note for general working capital purposes. The one-month extensions on January 2 2024 and February 2, 2024 are the eighth and ninth one-month extensions, respectively, permitted under the Amended and Restated Memorandum and Articles of Association. The Company’s Promissory Notes On February 8, 2024, the Company issued an unsecured convertible promissory note to the Sponsor (the “Fourth Promissory Note”), pursuant to which the Company may borrow $1,000,000 from the Sponsor for general corporate purposes and to fund the monthly deposits required to be made into the Trust Account in order to extend the time period during which the Company may consummate a Business Combination (the “Fourth Working Capital Loan”) in accordance with the Amended and Restated Memorandum and Articles of Association. The Fourth Working Capital Loan will not bear any interest. In the event that the Company does not consummate a Business Combination, the Fourth Promissory Note will be repaid from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The maturity date of the Fourth Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Fourth Promissory Note). Any Working Capital Shares issuable upon conversion of the Fourth Promissory Note will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act. As of the date of this Report, $540,000 was drawn under the Fourth Promissory Note. On February 13, 2024, the Company and the Sponsor entered into an amendment to the Second Convertible Promissory Note, pursuant to which the total principal amount up to $1,680,000 of the amounts loaned under the Second Convertible Promissory Note will be convertible at the option of the Sponsor into Working Capital Shares. On February 13, 2024, the Company and the Sponsor amended and restated the Third Promissory Note to provide that the total principal amount loaned under the Second Convertible Promissory Note will be convertible at the option of the Sponsor into Working Capital Shares. Business Combination Agreement On February 13, 2024, the Company, Aja Holdco, Inc., a Delaware corporation (“ListCo”), ARYA Merger Sub, a Cayman Islands exempted company (“ARYA Merger Sub”), Aja Merger Sub 2, Inc., a Delaware corporation (“Adagio Merger Sub”), and Adagio Medical, Inc. (“Adagio”) entered into a business combination agreement (the “Business Combination Agreement”), in connection with a proposed business combination (the “Proposed Adagio Business Combination”), which contains certain customary representations, warranties, and covenants by the parties thereto. As further described in the Business Combination Agreement, the closing of the Proposed Adagio Business Combination (the “Closing”) is subject to certain customary conditions and risks. The Business Combination Agreement provides, among other things, for the consummation of the following transactions: 1. ARYA Merger Sub will merge with and into the Company (the “ARYA Merger”) and Adagio Merger Sub will merge with and into Adagio (the “Adagio Merger” and, together with the ARYA Merger, the “Mergers”), with the Company and Adagio surviving the Mergers and, after giving effect to such Mergers, each of the Company and Adagio becoming a wholly owned subsidiary of ListCo, on the terms and subject to the conditions in the Business Combination Agreement; 2. (i) each issued and outstanding Class A ordinary share will be automatically cancelled, extinguished and converted into the right to receive one share of common stock, par value $0.0001 per share, of ListCo after giving effect to the consummation of the transactions contemplated by the Business Combination Agreement (“New Adagio”) (the “New Adagio Common Stock”) and (ii) each issued and outstanding Class B ordinary share will be automatically cancelled, extinguished and converted into the right to receive one share of New Adagio Common Stock, other than 1,000,000 Class B ordinary shares that will be forfeited by the Sponsor, and issued to PIPE Investors (as defined below), including Perceptive Life Sciences Master Fund, Ltd, a Cayman Islands exempted company (the “Perceptive PIPE Investor”). 1,147,500 shares of New Adagio Common Stock issuable to the Sponsor will be subject to share trigger price vesting and will vest if, prior to the tenth anniversary of the Closing, the post-closing share price of New Adagio equals or exceeds $24.00 per share for any 20 trading days within any 30 trading day period (the “Share Trigger Price Vesting”); 3. (i) each warrant of Adagio will be either (x) terminated, or (y) “net” exercised in exchange for shares of common stock, par value $0.01 per share, of Adagio (“Adagio Common Stock”); (ii) all issued and outstanding unsecured convertible promissory notes of Adagio (excluding the convertible notes issued by Adagio to the Perceptive PIPE Investor pursuant to the note purchase agreements dated April 4, 2023 and November 28, 2023, between Adagio and the Perceptive PIPE Investor (collectively, the “2023 Bridge Financing Notes”) and the 2024 Bridge Financing Notes (as defined below)) (the “Adagio Convertible Notes”), including any accrued and unpaid interest thereon, will be automatically and fully converted into shares of Adagio Common Stock in accordance with the terms of such Adagio Convertible Notes and such Adagio Convertible Notes will be cancelled, satisfied, extinguished, discharged and retired in connection with such conversion (the “Adagio Convertible Notes Conversion”); (iii) each share of preferred stock, par value $0.001 per share, of Adagio (the “Adagio Preferred Stock”) that is issued and outstanding will be automatically converted into shares of Adagio Common Stock and each such share of Adagio Preferred Stock will be cancelled; (iv) all issued and outstanding shares of Adagio Common Stock (other than treasury shares and shares with respect to which appraisal rights under the Delaware General Corporation Law, as amended, are properly exercised and not withdrawn) will be automatically cancelled, extinguished and converted into the right to receive shares of New Adagio Common Stock based on the exchange ratio set forth in the Business Combination Agreement; (v) each issued, outstanding and unexercised option to purchase Adagio Common Stock (“Adagio Option”) that is vested as of such time or will vest in connection with, or after taking into account the effect of, the consummation of the transactions contemplated by the Business Combination Agreement with an aggregate value that exceeds the aggregate exercise price of such Adagio Option (each an “In-the-Money Adagio Option”) will be cancelled and extinguished in exchange for options to purchase shares of New Adagio Common Stock, and each issued and outstanding Adagio equity award (other than an In-the-Money Adagio Option) will automatically be canceled and extinguished for no consideration and each holder thereof will cease to have any rights with respect thereto. Sponsor Letter Agreement Concurrently with the execution of the Business Combination Agreement, the Company, the Sponsor, each holder of Class B ordinary shares (the “Other Class B Shareholders” and with the Sponsor, the “Class B Shareholders”), including the Company’s directors and officers (together with the Class B Shareholders, the “Insiders”), ListCo and Adagio entered into a letter agreement (the “Sponsor Letter Agreement”), pursuant to which, among other things, (i) each Class B Shareholder agreed to vote in favor of each of the transaction proposals to be voted upon at the meeting of the Company’s shareholders, including the proposal to approve the Business Combination Agreement and the transactions contemplated thereby, (ii) each Class B Shareholder agreed to waive any adjustment to the conversion ratio set forth in the amended and restated memorandum and articles of association or any other anti-dilution or similar protection with respect to the Class B ordinary shares (whether resulting from the transactions contemplated by the Subscription Agreements (as defined below) or otherwise), (iii) each of the Insiders and the Company agreed to terminate the lock-up provisions contained in the certain letter agreement between the Company, the Sponsor and the directors and officers of the Company, and to replace such lock-up provisions with the transfer restrictions included in the Investor Rights Agreement (as defined below) and to waive the adjustment or anti-dilution protections contained in the Amended and Restated Memorandum and Articles of Association, (iv) each Class B Shareholder agreed to be bound by certain transfer restrictions with respect to his, her or its shares in the Company prior to the Closing, (v) the Sponsor agreed that 1,147,500 shares of New Adagio Common Stock issued to the Sponsor will be subject to Share Trigger Price Vesting, and (vi) the Sponsor has agreed to irrevocably forfeit, surrender and transfer to the Company for no consideration 1,000,000 Class B ordinary shares, which will be issued by ListCo to the PIPE Investors, including the Perceptive PIPE Investor. Adagio Stockholder Transaction Support Agreements Pursuant to the Business Combination Agreement, certain stockholders of Adagio entered into transaction support agreements (collectively, the “Adagio Transaction Support Agreements”) with the Company and Adagio, pursuant to which such stockholders of Adagio agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby and (ii) be bound by certain covenants and agreements related to the Proposed Adagio Business Combination. PIPE Financing (Private Placement) In connection with the execution of the Business Combination Agreement, ListCo and the Company entered into Subscription Agreements (the “Subscription Agreements”) with the Perceptive PIPE Investor and certain other investors (the “Other PIPE Investors,” and, together with the Perceptive PIPE Investor, the “PIPE Investors”), pursuant to which the PIPE Investors committed financing valued at approximately $45,000,000, which includes (i) 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 date the Closing occurs (the “Closing Date”), (ii) non-redemption commitments by certain investors, (iii) the contribution of $23,000,000 of 2023 Bridge Financing Notes to ListCo, and (iv) an additional cash investment by the Perceptive PIPE Investor of approximately $8.1 million (which amount may be reduced by up to approximately $1,070,575 subject to Additional Financing being raised prior to Closing), as described in more detail below (together, the “PIPE Financing”). In connection with the PIPE Financing, certain PIPE Investors will also be issued warrants to purchase shares of New Adagio Common Stock at $10.00 per share, subject to adjustment (the “Warrants”) and/or Pre-Funded Warrants (as defined below). As provided for in the Subscription Agreements, the number of shares of New Adagio Common Stock and Warrants issuable to the PIPE Investors will depend on the redemption value of the Class A ordinary shares at Closing, the average per share price of the Class A ordinary shares purchased by certain PIPE Investors in the open market and the amount of interest on the 2023 Bridge Financing Notes that will have accrued and be unpaid at Closing and be contributed to ListCo in exchange for shares of New Adagio Common Stock. In connection with the PIPE Financing, certain PIPE Investors also committed to purchase pre-funded warrants, which are exercisable for a nominal exercise price of $0.01 (the “Pre-Funded Warrants,” and together with the Warrants, the “PIPE Warrants”). The shares of New Adagio Common Stock and PIPE Warrants to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. ListCo will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent Closing. Convertible Security Financing (Private Placement) In connection with the execution of the Business Combination Agreement, certain investors, including the Perceptive PIPE Investor (the “Convert Investors”), executed a securities purchase agreement, dated February 13, 2024, with ListCo (the “Convertible Security Subscription Agreement”), pursuant to which ListCo issued on the Closing Date to the Convert Investors $20,000,000 aggregate principal amount of 13% senior secured convertible notes (the “New Adagio Convertible Notes”), which will be convertible into shares of New Adagio Common Stock at a conversion price of $10.00 per share, subject to adjustment (the “Conversion Shares”), and 1,500,000 warrants (the “Convert Warrants”), which will be exercisable on a cashless basis or for cash at a price of $24.00 per share, subject to adjustment (the “Base Convert Financing”), and will expire on the seventh anniversary of the Closing. Such $20,000,000 of financing in the form of New Adagio Convertible Notes includes the Perceptive Convertible Note Commitment (as defined below) and includes the conversion of the 2024 Bridge Financing Notes (as defined below) into New Adagio Convertible Notes at Closing, subject in each case to Additional Financing (as defined below) being raised prior to Closing, as further described below. The New Adagio Convertible Notes will have a maturity of three years and nine months after Closing and interest will be payable in cash or compound as additional principal outstanding. As described above, in connection with the execution of the Convertible Security Subscription Agreement, the Perceptive PIPE Investor also purchased a $7,000,000 convertible promissory note of Adagio (the “2024 Bridge Financing Notes”) pursuant to a note purchase agreement, dated February 13, 2024, by and among the Perceptive PIPE Investor, Adagio and ListCo (the “2024 Bridge Financing Notes Subscription Agreement”). On the Closing Date, pursuant to the terms of the 2024 Bridge Financing Notes and the 2024 Bridge Financing Note Subscription Agreement, the 2024 Bridge Financing Notes will convert into New Adagio Convertible Notes and Convert Warrants, and the Perceptive PIPE Investor will subscribe for $5,500,000 aggregate principal amount of New Adagio Convertible Notes and 937,500 Convert Warrants, on the same terms as the other Convert Investors executing the Convertible Security Subscription Agreement (such commitment by the Perceptive PIPE Investor to purchase New Adagio Convertible Notes and Convert Warrants, the “Perceptive Convertible Note Commitment,” and the conversion of the 2024 Bridge Financing Note and purchase of New Adagio Convertible Notes and Convert Warrants pursuant to the Perceptive Convertible Note Commitment as part of the Base Convert Financing, the “Convertible Security Financing”). Subject to the Company and New Adagio receiving any new financing or commitment for financing (any such financing, an “Additional Financing”), whether in the form of equity, debt or convertible debt, before the Closing Date, the Perceptive PIPE Investor may request that on the Closing Date the 2024 Bridge Financing Note is repaid, the Perceptive Convertible Note Commitment is reduced or a combination of both. The New Adagio Convertible Notes and the Convert Warrants issuable in connection with the Convertible Security Financing have not been registered under the Securities Act and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. ListCo will grant the Convert Investors certain registration rights in connection with the Convertible Security Financing. The Convertible Security Financing is contingent upon, among other things, the substantially concurrent Closing. Pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, ListCo, certain of its subsidiaries (other than Adagio Medical GmbH, a company organized under the laws of Germany and an excluded subsidiary thereunder) (the “Subsidiaries”) and the collateral agent (the “Collateral Agent”) on behalf of the Convert Investors, will enter into a security and pledge agreement (the “Convert Security Document”), pursuant to which ListCo and the Subsidiaries will (i) pledge the equity interests in the Subsidiaries to the Collateral Agent, (ii) pledge all of their respective promissory notes, securities and other instruments evidencing indebtedness to the Collateral Agent, and (iii) grant to the Collateral Agent a security interest in and lien on all of their respective personal property and assets, including, among other items, all of their deposit accounts, chattel paper, documents, equipment, general intangibles, instruments and inventory, and all proceeds therefrom, in each case subject to customary exceptions, all as set forth in the form of the Convert Security Document. Additionally, pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, the Subsidiaries will deliver a guaranty (the “Convert Guaranty”) to the Collateral Agent pursuant to which the Subsidiaries will, jointly and severally, guaranty ListCo’s obligation to repay the New Adagio Convertible Notes and all other obligations of ListCo under the Convertible Security Subscription Agreement and the New Adagio Convertible Notes and other related transaction documents, as set forth in the form of the Convert Guaranty. Any additional subsidiaries of ListCo formed or acquired after the closing date will be required to join the Convert Guaranty as additional guarantors. Convert Registration Rights Agreement The Conversion Shares, the Convert Warrants, the Convert Warrant Shares, the New Adagio Convertible Notes and any capital stock of ListCo issued or issuable with respect to the Conversion Shares, have not been registered under the Securities Act. In connection with the Convertible Security Subscription Agreement, ListCo and the Convert Investors agreed to enter into a Registration Rights Agreement (the “Convert Registration Rights Agreement”), pursuant to which ListCo will be required to file a registration statement on Form S-3 or, if not available, Form S-1 (the “Convert Registration Statement”) with the SEC to register for resale all of the Registrable Securities (as defined in the Convert Registration Rights Agreement), as soon as practicable, but in no event later than the Filing Deadline (as defined in the Convert Registration Rights Agreement). In the event that the number of shares registered for resale under the Convert Registration Statement is insufficient to cover all of the Registrable Securities, ListCo will amend the Registration Statement or file with the SEC a new registration statement to cover at least the Required Registration Amount (as defined in the Convert Registration Rights Agreement) as of the trading day immediately preceding the date of the filing of such amendment or new registration statement, as soon as practicable, but in any event not later than 15 days after the necessity therefor arises. If ListCo fails to file the Convert Registration Statement when required, fails to obtain effectiveness by SEC when required or fails to maintain the effectiveness of the Convert Registration Statement pursuant to the terms of Section 2(e) of the Convert Registration Rights Agreement, then as partial relief for the damages to any holder by reason of any such delay in or reduction of, its ability to sell the underlying shares of New Adagio Common Stock, ListCo will be required to pay each holder of Registrable Securities relating to such Convert Registration Statement an amount equal to one percent of such Convert Investor’s original principal amount according to the timelines laid out in Section 2(e) of the Convert Registration Rights Agreement. Investor Rights Agreement Concurrently with the execution of the Business Combination Agreement, the Company, ListCo, the Perceptive PIPE Investor, the Sponsor, the Other Class B Shareholders and certain Adagio stockholders entered into an investor rights agreement (the “Investor Rights Agreement”) pursuant to which, among other things, the Perceptive PIPE Investor, the Sponsor, the Other Class B Shareholders and certain Adagio stockholders and investors in the Convertible Security Financing will be granted certain customary registration rights. Further, subject to customary exceptions set forth in the Investor Rights Agreement, the shares of New Adagio Common Stock beneficially owned or owned of record by the Sponsor, the Perceptive PIPE Investor, certain officers and directors of the Company and New Adagio (including any shares of New Adagio Common Stock issued pursuant to the Business Combination Agreement or the PIPE Financing) will be subject to a lock-up period beginning on the Closing Date until the date that is the earlier of (i) 365 days following the Closing Date (or six months after the Closing Date, in the case of Olav Bergheim, John Dahldorf, Hakon Bergheim, Todd Wider, Michael Henderson and Leslie Trigg) or (ii) the first date subsequent to the Closing Date with respect to which the closing price of the shares of New Adagio Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date. Adoption of Second Extension Amendment Proposal On February 27, 2024, the Company held an extraordinary general meeting of shareholders in view of approving an amendment to the Amended and Restated Memorandum and Articles of Association to extend the Termination Date from March 2, 2024 (the “Previous Termination Date”) to April 2, 2024 (the “Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to eleven times by an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until March 2, 2025 or a total of up to forty-eight months from the closing of the initial public offering, unless the closing of a Business Combination shall have occurred prior thereto (the “Second Extension Amendment Proposal”). In connection with the initial one-month extension from the Previous Termination Date to the Articles Extension Date, the Company made a deposit into the Trust Account of $111,000 and drew down on the Fourth Promissory Note to finance this deposit. In connection with any subsequent optional monthly extensions following the Articles Extension Date, the Sponsor is expected to make deposits of $111,000 per month into the Trust Account and borrow the necessary funds from the Sponsor in the form of convertible notes, as provided for in the amendment to the Amended and Restated Memorandum and Articles of Association that was adopted on February 27, 2024. As contemplated by the Amended and Restated Memorandum and Articles of Association, the holders of Public Shares were able to elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account in connection with the Second Extension Amendment Proposal. On February 27, 2024, the Second Extension Amendment Proposal was adopted and 390,815 Public Shares were redeemed for an aggregate amount of approximately $4,358,804. Following the adoption of the Second Extension Amendment Proposal, the Company had 3,799,016 Class A ordinary shares, including 3,300,016 Public Shares and 499,000 private placement shares, and 3,737,500 Class B ordinary shares issued |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Basis of Presentation | Basis of Presentation The financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). | Basis of Presentation The financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. | |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2024 and December 31, 2023, the carrying values of accounts payable due to related party approximate their fair values due to the short-term nature of the instruments. | ||
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and immaterial amounts were accrued for the payment of penalties for the period from December 19, 2023 to December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2024. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and immaterial amounts were accrued for the payment of penalties for the years ended June 30, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | |
Net Income Per Ordinary Share | Net Loss Per Common Stock Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. At December 31, 2023 the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then shares in the earnings of the Company. As a result, diluted loss per common stock is the same as basic loss per common stock for the period presented. | Net (Loss) Per Common Stock Net (loss) per common share is computed by dividing net (loss) by the weighted average number of common shares outstanding for the periods. | |
Recent Accounting Standards | Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. | Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. | |
CIK0001838821_ARYA Sciences Acquisition Corp IV | |||
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been consolidated condensed or omitted from these unaudited consolidated condensed financial statements as they are not required for interim financial statements. In the opinion of management, the unaudited consolidated condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected through December 31, 2024 or any future periods. The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 29, 2024. | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. | |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited consolidated condensed financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. | ||
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited consolidated condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | ||
Concentration of Cash Balances | Concentration of Cash Balances The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. | Concentration of Cash Balances The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2024 and December 31, 2023. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2023. As of December 31, 2022, the Company had no cash equivalents, aside from the cash maintained in the Trust Account (see Note 8). | |
Use of Estimates | Use of Estimates The preparation of unaudited consolidated condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the unaudited consolidated condensed financial statements. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. | |
Trust Account | Trust Account Initially, the Company’s portfolio of investments was comprised of U.S. Treasury securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income and unrealized gain on investments held in Trust Account in the accompanying consolidated condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company, acting as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the First Extension Amendment Proposal described above (see Note 1). | Trust Account Initially, the Company’s portfolio of investments was comprised of U.S. Treasury securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income and unrealized gain on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company acting, as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the Extension Amendment Proposal described above (see Note 1). | |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2024 and December 31, 2023, the carrying values of cash, accounts payable, accrued expenses and due to related party approximate their fair values due to the short-term nature of the instruments. The fair value of investments held in Trust Account was determined using quoted prices in active markets. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2023 and 2022, the carrying values of cash, accounts payable, accrued expenses and due to related party approximate their fair values due to the short-term nature of the instruments. As of December 31, 2022, the Company’s investments held in Trust Account were comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and were recognized at fair value. The fair value of investments held in Trust Account was determined using quoted prices in active markets. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company acting, as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the Extension Amendment Proposal described above (see Note 1). | |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. | |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ deficit. The Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2024 and December 31, 2023, 3,300,016 and 3,690,831 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ deficit. The Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2023 and 2022, 3,690,831 and 14,950,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. | |
Income Taxes | Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2024 and December 31, 2023. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2024 and December 31, 2023, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with the Cayman Islands’ income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited consolidated condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023 and 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2023 and 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with the Cayman Islands’ income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | |
Net Income Per Ordinary Share | Net Income Per Ordinary Share The Company has two classes of shares: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the periods. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts): For the Three Months Ended June 30, 2024 2023 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 1,313,094 $ 1,291,832 $ 189,558 $ 191,955 Denominator: Basic and diluted weighted average shares outstanding 3,799,016 3,737,500 3,690,831 3,737,500 Basic and diluted net income per ordinary share $ 0.24 $ 0.24 $ 0.05 $ 0.05 For the Six Months Ended June 30, 2024 2023 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 1,207,966 $ 1,151,113 $ 361,341 $ 180,421 Denominator: Basic and diluted weighted average shares outstanding 3,922,090 3,737,500 7,485,358 3,737,500 Basic and diluted net income per ordinary share $ 0.21 $ 0.21 $ 0.05 $ 0.05 | Net (Loss) Income Per Ordinary Share The Company has two classes of shares: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted-average number of ordinary shares outstanding during the periods. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts): December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share Numerator: Allocation of net (loss) income, as adjusted $ (1,320,475) $ (812,860) $ 859,540 $ 207,944 Denominator: Basic and diluted weighted average shares outstanding 6,071,500 3,737,500 15,449,000 3,737,500 Basic and diluted net (loss) income per ordinary share $ (0.22) $ (0.22) $ 0.06 $ 0.06 | |
Recent Accounting Standards | Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s unaudited consolidated condensed financial statements. | Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Schedule of basic and diluted net (loss) income per ordinary share | The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts): For the Three Months Ended June 30, 2024 2023 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 1,313,094 $ 1,291,832 $ 189,558 $ 191,955 Denominator: Basic and diluted weighted average shares outstanding 3,799,016 3,737,500 3,690,831 3,737,500 Basic and diluted net income per ordinary share $ 0.24 $ 0.24 $ 0.05 $ 0.05 For the Six Months Ended June 30, 2024 2023 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 1,207,966 $ 1,151,113 $ 361,341 $ 180,421 Denominator: Basic and diluted weighted average shares outstanding 3,922,090 3,737,500 7,485,358 3,737,500 Basic and diluted net income per ordinary share $ 0.21 $ 0.21 $ 0.05 $ 0.05 | The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts): December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share Numerator: Allocation of net (loss) income, as adjusted $ (1,320,475) $ (812,860) $ 859,540 $ 207,944 Denominator: Basic and diluted weighted average shares outstanding 6,071,500 3,737,500 15,449,000 3,737,500 Basic and diluted net (loss) income per ordinary share $ (0.22) $ (0.22) $ 0.06 $ 0.06 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Schedule of Class A ordinary shares subject to possible redemption | Gross proceeds $ 149,500,000 Less: Offering costs allocated to Class A ordinary shares subject to possible redemption (8,734,896) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 8,147,540 Plus: Waiver of deferred underwriting commissions 2,616,250 Class A ordinary shares subject to possible redemption at December 31, 2022 151,528,894 Less: Redemption of Class A ordinary shares (115,071,882) Plus: Adjustment for accretion of Class A ordinary shares subject to possible redemption 4,018,937 Class A ordinary shares subject to possible redemption at December 31, 2023 $ 40,475,949 Less: Redemption of Class A ordinary shares (4,358,804) Plus: Adjustment for accretion of Class A ordinary shares subject to possible redemption 902,751 Class A ordinary shares subject to possible redemption at March 31, 2024 $ 37,019,896 Plus: Adjustment for accretion of Class A ordinary shares subject to possible redemption 819,027 Class A ordinary shares subject to possible redemption at June 30, 2024 $ 37,838,923 | The Public Shares issued in the Initial Public Offering in connection with the over-allotment exercise were recognized in Class A ordinary shares subject to possible redemption as follows: Gross proceeds $ 149,500,000 Less: Offering costs allocated to Class A ordinary shares subject to possible redemption (8,734,896) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 8,147,540 Plus: Waiver of deferred underwriting commissions 2,616,250 Class A ordinary shares subject to possible redemption at December 31, 2022 151,528,894 Less: Redemption of Class A ordinary shares (115,071,882) Plus: Adjustment for accretion of Class A ordinary shares subject to possible redemption 4,018,937 Class A ordinary shares subject to possible redemption at December 31, 2023 $ 40,475,949 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Schedule of assumptions used in estimating fair value of convertible promissory notes and common stock warrant liabilities | To determine the fair value of the New Adagio Common Stock on inception, the Company used the following Level 3 inputs: February 13, 2024 Base Share Price $ 10.00 Adjusted per Share (1.2X Purchase Price Ratio) $ 8.33 Adjusted Share price $ 7.00 Probability of Closing 75.00 % Estimated fair value per Share at Closing $ 5.25 To determine the fair value of the PIPE Warrants on inception, the Company used the following Level 3 inputs: February 13, 2024 Base Share Price $ 7.00 Strike price, as defined in Subscription Agreement $ 10.00 Term (Months) 12.00 Average volatility rate 70.00 % Probability of Closing 75.00 % Estimated expected Warrant price $ 1.21 Estimated fair value per Warrant at Closing (1.2x Coverage Ratio) $ 1.45 |
CIK0001838821_ARYA Sciences Acquisition Corp IV | |
Schedule of assumptions used in estimating fair value of convertible promissory notes and common stock warrant liabilities | To determine the Fair Value of the New Adagio Common Stock on inception, the Company used the following Level 3 inputs: February 13, 2024 Base Share Price $ 10.00 Adjusted per Share (1.2X Purchase Price Ratio) $ 8.33 Adjusted share price $ 7.00 Probablility of Closing 75.00 % Estimated fair value per Share at Closing $ 5.25 To determine the Fair Value of the PIPE Warrants on inception, the Company used the following Level 3 inputs: February 13, 2024 Base Share Price $ 7.00 Strike price, as defined in Subscription Agreement $ 10.00 Term (Months) 12.00 Average volatility rate 70.00 % Probability of Closing 75.00 % Estimated expected Warrant price $ 1.21 Estimated fair value per Warrant at Closing (1.2x Coverage Ratio) $ 1.45 To determine the Fair Value of the Non-Redeeming Subscription Agreement Shares on inception, the Company used the following Level 3 inputs: June 21, 2024 Base Share Price $ 10.00 Adjusted per Share (1.2X Purchase Price Ratio) $ 8.33 Adjusted share price $ 7.08 Probability of Closing 95.00 % Estimated fair value per Share at Closing $ 6.73 To determine the Fair Value of the Non-Redeeming Subscription Agreement Warrants on inception, the Company used the following Level 3 inputs: June 21, 2024 Base Share Price $ 10.00 Strike price, as defined in Subscription Agreement $ 10.00 Term (Months) 12.00 Average volatility rate 70.00 Probability of Closing 95.00 % Estimated expected Warrant price $ 1.25 Estimated fair value per Warrant at Closing (1.2x Coverage Ratio) $ 1.19 |
Description of Organization a_2
Description of Organization and Business Operations - Initial Public Offering (Details) | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||
Jul. 02, 2024 USD ($) | Jun. 02, 2024 USD ($) | May 02, 2024 USD ($) | Apr. 02, 2024 | Feb. 27, 2024 USD ($) item installment shares | Feb. 26, 2024 | Feb. 09, 2024 USD ($) $ / shares | Feb. 08, 2024 USD ($) | Feb. 02, 2024 USD ($) | Jan. 02, 2024 | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 02, 2023 USD ($) | Nov. 02, 2023 | Oct. 02, 2023 | Sep. 05, 2023 USD ($) | Sep. 02, 2023 USD ($) | Aug. 02, 2023 USD ($) | Jul. 06, 2023 USD ($) | Jul. 02, 2023 | Jun. 02, 2023 USD ($) | Apr. 18, 2023 USD ($) | Feb. 28, 2023 USD ($) item shares | Mar. 02, 2021 USD ($) $ / shares shares | Jun. 30, 2024 USD ($) item $ / shares shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) item $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Jun. 28, 2024 USD ($) $ / shares | Mar. 31, 2024 USD ($) | Feb. 13, 2024 USD ($) $ / shares | Sep. 27, 2023 USD ($) | Feb. 08, 2023 USD ($) | Nov. 07, 2022 USD ($) $ / shares | Aug. 08, 2022 | Jan. 04, 2021 $ / shares | |
Initial Public Offering and Private Placement | |||||||||||||||||||||||||||||||||||
Shares issued (in shares) | shares | 1 | ||||||||||||||||||||||||||||||||||
Ordinary shares | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||||
Ordinary shares, shares issued (in shares) | shares | 1 | 1 | 1 | ||||||||||||||||||||||||||||||||
Ordinary shares, shares outstanding (in shares) | shares | 1 | 1 | |||||||||||||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||||
Initial Public Offering and Private Placement | |||||||||||||||||||||||||||||||||||
Offering costs | $ 8,800,000 | ||||||||||||||||||||||||||||||||||
Deferred underwriting commissions | 5,200,000 | ||||||||||||||||||||||||||||||||||
Percentage of deferred underwriting commissions payable included in initial business combination | 50% | ||||||||||||||||||||||||||||||||||
Net proceeds from initial public offering and private placement deposited in trust account | $ 149,500,000 | $ 724,000 | $ 560,000 | $ 1,400,000 | $ 0 | ||||||||||||||||||||||||||||||
Unit price, proposed public offering and private placement (in dollars per unit) | $ / shares | $ 10 | ||||||||||||||||||||||||||||||||||
Percentage of public shares that would not be redeemed if business combination is not completed within initial combination period | 100% | 100% | |||||||||||||||||||||||||||||||||
Number of times to extend period to consummate business combination | item | 11 | 9 | |||||||||||||||||||||||||||||||||
Period of time for an extension to consummate business combination | 1 month | 1 month | 1 month | 1 month | 1 month | ||||||||||||||||||||||||||||||
Advance notice prior to applicable termination date | 5 days | 5 days | |||||||||||||||||||||||||||||||||
Installments | installment | 11 | ||||||||||||||||||||||||||||||||||
Ordinary shares | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||||||||
Carrying Value | $ 4,358,804 | $ 40,475,949 | $ 37,838,923 | $ 40,475,949 | $ 151,528,894 | $ 37,019,896 | |||||||||||||||||||||||||||||
Period to complete business combination from closing of initial public offering | 36 months | ||||||||||||||||||||||||||||||||||
Minimum | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||||
Initial Public Offering and Private Placement | |||||||||||||||||||||||||||||||||||
Number of operating businesses included in initial Business Combination | item | 1 | 1 | |||||||||||||||||||||||||||||||||
Fair market value as percentage of net assets held in trust account included in initial business combination | 80% | 80% | |||||||||||||||||||||||||||||||||
Post-transaction ownership percentage of the target business | 50% | 50% | |||||||||||||||||||||||||||||||||
Percentage of public shares that can be redeemed without prior consent | 15% | 15% | |||||||||||||||||||||||||||||||||
Maximum | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||||
Initial Public Offering and Private Placement | |||||||||||||||||||||||||||||||||||
Period to cease operations if business combination is not completed within combination period | 10 days | 10 days | |||||||||||||||||||||||||||||||||
Interest from trust account that can be held to pay dissolution expenses | $ 100,000 | ||||||||||||||||||||||||||||||||||
Extension period to complete business combination after original termination date | 12 months | 36 months | |||||||||||||||||||||||||||||||||
Public shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||||
Initial Public Offering and Private Placement | |||||||||||||||||||||||||||||||||||
Shares issued (in shares) | shares | 3,300,016 | 3,690,831 | |||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued | shares | 390,815 | 11,259,169 | |||||||||||||||||||||||||||||||||
Private placement units | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||||
Initial Public Offering and Private Placement | |||||||||||||||||||||||||||||||||||
Shares issued (in shares) | shares | 499,000 | 499,000 | 499,000 | ||||||||||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 10 | ||||||||||||||||||||||||||||||||||
Gross proceeds from private placement | $ 5,000,000 | ||||||||||||||||||||||||||||||||||
Second convertible promissory note | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||||
Initial Public Offering and Private Placement | |||||||||||||||||||||||||||||||||||
Period of time for an extension to consummate business combination | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | ||||||||||||||||||||||||||
Aggregate amount drawn | $ 165,000 | $ 560,000 | $ 140,000 | $ 140,000 | $ 140,000 | $ 400,000 | |||||||||||||||||||||||||||||
Principal amount | $ 1,680,000 | ||||||||||||||||||||||||||||||||||
Loan for an aggregate deposit | $ 165,000 | 560,000 | $ 140,000 | $ 140,000 | $ 140,000 | $ 400,000 | |||||||||||||||||||||||||||||
Second convertible promissory note | Maximum | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||||
Initial Public Offering and Private Placement | |||||||||||||||||||||||||||||||||||
Aggregate amount drawn | $ 1,380,000 | ||||||||||||||||||||||||||||||||||
Principal amount | $ 1,680,000 | $ 1,680,000 | |||||||||||||||||||||||||||||||||
Loan for an aggregate deposit | 1,380,000 | ||||||||||||||||||||||||||||||||||
Third convertible promissory note | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||||
Initial Public Offering and Private Placement | |||||||||||||||||||||||||||||||||||
Period of time for an extension to consummate business combination | 1 month | 1 month | 1 month | ||||||||||||||||||||||||||||||||
Aggregate amount drawn | $ 900,000 | $ 420,000 | $ 900,000 | $ 470,000 | |||||||||||||||||||||||||||||||
Principal amount | $ 900,000 | ||||||||||||||||||||||||||||||||||
Loan for an aggregate deposit | $ 900,000 | $ 420,000 | 900,000 | 470,000 | |||||||||||||||||||||||||||||||
Fourth convertible promissory note | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||||
Initial Public Offering and Private Placement | |||||||||||||||||||||||||||||||||||
Aggregate amount drawn | $ 111,000 | $ 111,000 | $ 111,000 | 540,000 | |||||||||||||||||||||||||||||||
Principal amount | 1,000,000 | ||||||||||||||||||||||||||||||||||
Loan for an aggregate deposit | $ 111,000 | $ 111,000 | $ 111,000 | $ 540,000 | |||||||||||||||||||||||||||||||
Sponsor | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||||
Initial Public Offering and Private Placement | |||||||||||||||||||||||||||||||||||
Net proceeds from initial public offering and private placement deposited in trust account | $ 111,000 | ||||||||||||||||||||||||||||||||||
Aggregate amount drawn | 161,000 | ||||||||||||||||||||||||||||||||||
Loan for an aggregate deposit | $ 161,000 | ||||||||||||||||||||||||||||||||||
Sponsor | Maximum | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||||
Initial Public Offering and Private Placement | |||||||||||||||||||||||||||||||||||
Aggregate amount drawn | 1,221,000 | 1,680,000 | |||||||||||||||||||||||||||||||||
Loan for an aggregate deposit | 1,221,000 | 1,680,000 | |||||||||||||||||||||||||||||||||
Sponsor | Amended and restated memorandum | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||||
Initial Public Offering and Private Placement | |||||||||||||||||||||||||||||||||||
Net proceeds from initial public offering and private placement deposited in trust account | $ 111,000 | 140,000 | |||||||||||||||||||||||||||||||||
Percentage of ordinary shares issued and outstanding held by initial shareholders. | 56.20% | ||||||||||||||||||||||||||||||||||
Sponsor | Second convertible promissory note | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||||
Initial Public Offering and Private Placement | |||||||||||||||||||||||||||||||||||
Net proceeds from initial public offering and private placement deposited in trust account | $ 111,000 | $ 420,000 | |||||||||||||||||||||||||||||||||
Sponsor | Fourth convertible promissory note | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||||
Initial Public Offering and Private Placement | |||||||||||||||||||||||||||||||||||
Net proceeds from initial public offering and private placement deposited in trust account | $ 111,000 | ||||||||||||||||||||||||||||||||||
Aggregate amount drawn | $ 1,000,000 | ||||||||||||||||||||||||||||||||||
Loan for an aggregate deposit | $ 1,000,000 | ||||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 10 | ||||||||||||||||||||||||||||||||||
Sponsor | Working capital loan | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||||
Initial Public Offering and Private Placement | |||||||||||||||||||||||||||||||||||
Borrowings | $ 150,000 | ||||||||||||||||||||||||||||||||||
Principal amount | $ 120,000 | ||||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 10 | ||||||||||||||||||||||||||||||||||
Class A ordinary shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||||
Initial Public Offering and Private Placement | |||||||||||||||||||||||||||||||||||
Shares issued (in shares) | shares | 3,799,016 | 4,189,831 | |||||||||||||||||||||||||||||||||
Ordinary shares | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||
Carrying Value | $ 4,358,804 | $ 115,071,882 | |||||||||||||||||||||||||||||||||
Ordinary shares, shares issued (in shares) | shares | 499,000 | 499,000 | 499,000 | 499,000 | |||||||||||||||||||||||||||||||
Ordinary shares, shares outstanding (in shares) | shares | 499,000 | 499,000 | 499,000 | 499,000 | |||||||||||||||||||||||||||||||
Class A ordinary shares | Sponsor | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||||
Initial Public Offering and Private Placement | |||||||||||||||||||||||||||||||||||
Number of times to extend period to consummate business combination | item | 11 | ||||||||||||||||||||||||||||||||||
Period of time for an extension to consummate business combination | 1 month | ||||||||||||||||||||||||||||||||||
Advance notice prior to applicable termination date | 5 days | ||||||||||||||||||||||||||||||||||
Extension period to complete business combination after original termination date | 48 months | ||||||||||||||||||||||||||||||||||
Ordinary shares | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||||||||||
Class A ordinary shares | Sponsor | Working capital loan | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||||
Initial Public Offering and Private Placement | |||||||||||||||||||||||||||||||||||
Ordinary shares | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 10 | ||||||||||||||||||||||||||||||||||
Class B ordinary shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||||
Initial Public Offering and Private Placement | |||||||||||||||||||||||||||||||||||
Ordinary shares | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||
Ordinary shares, shares issued (in shares) | shares | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | |||||||||||||||||||||||||||||
Ordinary shares, shares outstanding (in shares) | shares | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | |||||||||||||||||||||||||||||
Class B ordinary shares | Sponsor | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||||
Initial Public Offering and Private Placement | |||||||||||||||||||||||||||||||||||
Ordinary shares | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||||||||||
Initial public offering | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||||
Initial Public Offering and Private Placement | |||||||||||||||||||||||||||||||||||
Gross proceeds from initial public offering | $ 149,500,000 | ||||||||||||||||||||||||||||||||||
Initial public offering | Public shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||||
Initial Public Offering and Private Placement | |||||||||||||||||||||||||||||||||||
Shares issued (in shares) | shares | 14,950,000 | ||||||||||||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 10 | ||||||||||||||||||||||||||||||||||
Gross proceeds from initial public offering | $ 149,500,000 | ||||||||||||||||||||||||||||||||||
Initial public offering | Class A ordinary shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||||
Initial Public Offering and Private Placement | |||||||||||||||||||||||||||||||||||
Offering costs | $ 8,734,896 | ||||||||||||||||||||||||||||||||||
Over-Allotment option | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||||
Initial Public Offering and Private Placement | |||||||||||||||||||||||||||||||||||
Shares issued (in shares) | shares | 1,950,000 | ||||||||||||||||||||||||||||||||||
Over-Allotment option | Public shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||||
Initial Public Offering and Private Placement | |||||||||||||||||||||||||||||||||||
Shares issued (in shares) | shares | 1,950,000 | ||||||||||||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 10 |
Description of Organization a_3
Description of Organization and Business Operations - Liquidity and Going Concern (Details) - CIK0001838821_ARYA Sciences Acquisition Corp IV - USD ($) | 6 Months Ended | 12 Months Ended | |||||||||
Feb. 02, 2024 | Dec. 02, 2023 | Sep. 05, 2023 | Sep. 02, 2023 | Aug. 02, 2023 | Jul. 06, 2023 | Jun. 02, 2023 | Apr. 18, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Going Concern | |||||||||||
Cash | $ 26,058 | $ 20,191 | $ 91,049 | ||||||||
Working capital deficit | 10,287,324 | ||||||||||
Working capital | 12,276,486 | ||||||||||
Convertible notes payables, current | 3,616,000 | 2,175,000 | 120,000 | ||||||||
Second convertible promissory note | |||||||||||
Going Concern | |||||||||||
Aggregate amount drawn | $ 165,000 | $ 560,000 | $ 140,000 | $ 140,000 | $ 140,000 | $ 400,000 | |||||
Convertible notes payables, current | 1,585,000 | 1,585,000 | 0 | ||||||||
Third convertible promissory note | |||||||||||
Going Concern | |||||||||||
Aggregate amount drawn | $ 900,000 | $ 420,000 | 900,000 | 470,000 | |||||||
Sponsor | |||||||||||
Going Concern | |||||||||||
Offering costs paid by sponsor in exchange for issuance of founder shares | 25,000 | ||||||||||
Aggregate amount drawn | 161,000 | ||||||||||
Sponsor | First convertible promissory note | |||||||||||
Going Concern | |||||||||||
Convertible notes payables, current | 120,000 | 120,000 | $ 120,000 | ||||||||
Sponsor | Second convertible promissory note | |||||||||||
Going Concern | |||||||||||
Convertible notes payables, current | 1,585,000 | 1,585,000 | |||||||||
Sponsor | Third convertible promissory note | |||||||||||
Going Concern | |||||||||||
Convertible notes payables, current | 900,000 | 470,000 | |||||||||
Sponsor | Fourth convertible promissory note | |||||||||||
Going Concern | |||||||||||
Convertible notes payables, current | $ 540,000 | $ 0 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
CIK0001838821_ARYA Sciences Acquisition Corp IV | |||
Cash and Cash Equivalents | |||
Cash equivalents | $ 0 | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Class A Ordinary Shares Subject to Possible Redemption (Details) - shares | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Class A ordinary shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||
Common stock subject to possible redemption | |||
Convertible preferred stock, shares outstanding | 3,300,016 | 3,690,831 | 14,950,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Income Taxes (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Income Taxes | |||
Unrecognized tax benefits | $ 0 | $ 0 | |
Accrued interest and penalties | 0 | 0 | |
CIK0001838821_ARYA Sciences Acquisition Corp IV | |||
Income Taxes | |||
Unrecognized tax benefits | 0 | 0 | $ 0 |
Accrued interest and penalties | $ 0 | $ 0 | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Net Income per Ordinary Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Dec. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Denominator: | |||||||
Basic weighted average shares outstanding (in shares) | 1 | 1 | 1 | ||||
Diluted weighted average shares outstanding (in shares) | 1 | 1 | 1 | ||||
Basic net loss per common share (in dollars per share) | $ (5,000) | $ (713,794) | $ (2,134,199) | ||||
Net loss per share attributable to common stockholders - diluted (in dollars per share) | $ (5,000) | $ (713,794) | $ (2,134,199) | ||||
Class A ordinary shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||
Numerator: | |||||||
Allocation of net income | $ 1,313,094 | $ 189,558 | $ 1,207,966 | $ 361,341 | $ (1,320,475) | $ 859,540 | |
Denominator: | |||||||
Basic weighted average shares outstanding (in shares) | 3,799,016 | 3,690,831 | 3,922,090 | 7,485,358 | 6,071,500 | 15,449,000 | |
Diluted weighted average shares outstanding (in shares) | 3,799,016 | 3,690,831 | 3,922,090 | 7,485,358 | 6,071,500 | 15,449,000 | |
Basic net loss per common share (in dollars per share) | $ 0.24 | $ 0.05 | $ 0.21 | $ 0.05 | $ (0.22) | $ 0.06 | |
Net loss per share attributable to common stockholders - diluted (in dollars per share) | $ 0.24 | $ 0.05 | $ 0.21 | $ 0.05 | $ (0.22) | $ 0.06 | |
Class B ordinary shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||
Numerator: | |||||||
Allocation of net income | $ 1,291,832 | $ 191,955 | $ 1,151,113 | $ 180,421 | $ (812,860) | $ 207,944 | |
Denominator: | |||||||
Basic weighted average shares outstanding (in shares) | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | |
Diluted weighted average shares outstanding (in shares) | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | |
Basic net loss per common share (in dollars per share) | $ 0.24 | $ 0.05 | $ 0.21 | $ 0.05 | $ (0.22) | $ 0.06 | |
Net loss per share attributable to common stockholders - diluted (in dollars per share) | $ 0.24 | $ 0.05 | $ 0.21 | $ 0.05 | $ (0.22) | $ 0.06 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 12 Months Ended | ||||
Feb. 27, 2024 | Dec. 31, 2023 | Feb. 28, 2023 | Mar. 02, 2021 | Dec. 31, 2022 | |
Initial Public Offering | |||||
Shares issued (in shares) | 1 | ||||
CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||
Initial Public Offering | |||||
Offering costs | $ 8,800,000 | ||||
Deferred underwriting commissions | $ 5,200,000 | ||||
Public shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||
Initial Public Offering | |||||
Shares issued (in shares) | 3,300,016 | 3,690,831 | |||
Initial public offering | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||
Initial Public Offering | |||||
Gross proceeds from initial public offering | $ 149,500,000 | ||||
Initial public offering | Public shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||
Initial Public Offering | |||||
Shares issued (in shares) | 14,950,000 | ||||
Share price (in dollars per share) | $ 10 | ||||
Gross proceeds from initial public offering | $ 149,500,000 | ||||
Over-Allotment option | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||
Initial Public Offering | |||||
Shares issued (in shares) | 1,950,000 | ||||
Over-Allotment option | Public shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||
Initial Public Offering | |||||
Shares issued (in shares) | 1,950,000 | ||||
Share price (in dollars per share) | $ 10 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Feb. 27, 2024 | Feb. 13, 2024 | Dec. 31, 2023 | Feb. 28, 2023 | Mar. 02, 2021 | Jan. 04, 2021 | Feb. 28, 2021 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 07, 2022 | |
Founder Shares | |||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Private Placement | |||||||||||
Shares issued (in shares) | 1 | ||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||
Founder Shares | |||||||||||
Common stock, par value (in dollars per share) | $ 0.01 | ||||||||||
Private placement | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||
Private Placement | |||||||||||
Holding period for transfer, assignment or sale of shares | 30 days | 30 days | |||||||||
Class A ordinary shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||
Founder Shares | |||||||||||
Common stock, par value (in dollars per share) | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Private Placement | |||||||||||
Shares issued (in shares) | 3,799,016 | 4,189,831 | |||||||||
Class B ordinary shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||
Founder Shares | |||||||||||
Common stock, par value (in dollars per share) | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Sponsor | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||
Founder Shares | |||||||||||
Share price (in dollars per share) | $ 24 | ||||||||||
Number of trading days | 20 days | ||||||||||
Trading day threshold period | 30 days | ||||||||||
Sponsor | Private placement | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||
Private Placement | |||||||||||
Shares issued (in shares) | 499,000 | ||||||||||
Share price (in dollars per share) | $ 10 | ||||||||||
Gross proceeds from private placement | $ 5,000,000 | ||||||||||
Sponsor | Class A ordinary shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||
Founder Shares | |||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||||||||
Number of trading days | 20 days | 20 days | 20 days | ||||||||
Trading day threshold period | 30 days | 30 days | 30 days | ||||||||
Threshold period after initial Business Combination | 150 days | ||||||||||
Sponsor | Class A ordinary shares | Minimum | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||
Founder Shares | |||||||||||
Share price (in dollars per share) | $ 12 | $ 12 | $ 12 | $ 12 | |||||||
Threshold period after initial Business Combination | 150 days | 150 days | |||||||||
Sponsor | Class B ordinary shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||
Founder Shares | |||||||||||
Sponsor amount | $ 25,000 | ||||||||||
Shares issued (in shares) | 3,737,500 | ||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||||||||
Ownership interest, as converted percentage | 20% | 20% | 20% | ||||||||
Number of shares no longer subject to forfeiture (in shares) | 487,500 | ||||||||||
Period to not transfer, assign or sell Founder Shares | 1 year | 1 year | |||||||||
Sponsor | Class B ordinary shares | Maximum | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||
Founder Shares | |||||||||||
Shares subject to forfeiture (in shares) | 487,500 | ||||||||||
Independent directors | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||
Founder Shares | |||||||||||
Shares issued (in shares) | 90,000 | ||||||||||
Sponsor, company's officers and directors | Private placement | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||
Private Placement | |||||||||||
Holding period for transfer, assignment or sale of shares | 30 days | 30 days |
Related Party Transactions - Pr
Related Party Transactions - Promissory Note, Related Party Loans and Administrative Support Agreement (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||
Jul. 02, 2024 | Jun. 02, 2024 | May 02, 2024 | Apr. 02, 2024 | Feb. 27, 2024 | Feb. 08, 2024 | Feb. 02, 2024 | Jan. 02, 2024 | Dec. 31, 2023 | Dec. 02, 2023 | Nov. 02, 2023 | Oct. 02, 2023 | Sep. 05, 2023 | Sep. 02, 2023 | Aug. 02, 2023 | Jul. 06, 2023 | Jul. 02, 2023 | Jun. 02, 2023 | Apr. 18, 2023 | Feb. 28, 2023 | Feb. 08, 2023 | Mar. 02, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 28, 2024 | Feb. 13, 2024 | Feb. 09, 2024 | Sep. 27, 2023 | Nov. 07, 2022 | |
Related Party Loans | |||||||||||||||||||||||||||||||||
Ordinary shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||
Administrative Support Agreement | |||||||||||||||||||||||||||||||||
General and administrative expenses | $ 5,000 | ||||||||||||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||
Related Party Loans | |||||||||||||||||||||||||||||||||
Due to related party | $ 210,000 | $ 0 | $ 0 | $ 210,000 | $ 90,000 | ||||||||||||||||||||||||||||
Other Liability, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | Related Party [Member] | Related Party [Member] | Related Party [Member] | ||||||||||||||||||||||||||||
Convertible notes payables, current | $ 2,175,000 | $ 3,616,000 | $ 3,616,000 | $ 2,175,000 | $ 120,000 | ||||||||||||||||||||||||||||
Notes Payable, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | Related Party [Member] | Related Party [Member] | Related Party [Member] | ||||||||||||||||||||||||||||
Ordinary shares | $ 0.01 | ||||||||||||||||||||||||||||||||
Period of time for an extension to consummate business combination | 1 month | 1 month | 1 month | 1 month | 1 month | ||||||||||||||||||||||||||||
Administrative Support Agreement | |||||||||||||||||||||||||||||||||
General and administrative expenses | $ 252,199 | $ 78,851 | $ 863,939 | $ 1,047,448 | $ 4,752,272 | $ 1,009,074 | |||||||||||||||||||||||||||
Class A ordinary shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||
Related Party Loans | |||||||||||||||||||||||||||||||||
Ordinary shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||
Second convertible promissory note | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||
Related Party Loans | |||||||||||||||||||||||||||||||||
Convertible notes payables, current | $ 1,585,000 | $ 1,585,000 | $ 1,585,000 | $ 1,585,000 | $ 0 | ||||||||||||||||||||||||||||
Loan for an aggregate deposit | $ 165,000 | $ 560,000 | $ 140,000 | $ 140,000 | $ 140,000 | $ 400,000 | |||||||||||||||||||||||||||
Additional amount drawn | $ 11,000 | ||||||||||||||||||||||||||||||||
Principal amount | 1,680,000 | ||||||||||||||||||||||||||||||||
Period of time for an extension to consummate business combination | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | ||||||||||||||||||||||||
Second convertible promissory note | Maximum | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||
Related Party Loans | |||||||||||||||||||||||||||||||||
Loan for an aggregate deposit | $ 1,380,000 | ||||||||||||||||||||||||||||||||
Principal amount | $ 1,680,000 | $ 1,680,000 | |||||||||||||||||||||||||||||||
Third convertible promissory note | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||
Related Party Loans | |||||||||||||||||||||||||||||||||
Loan for an aggregate deposit | $ 900,000 | $ 420,000 | 900,000 | 470,000 | |||||||||||||||||||||||||||||
Additional amount drawn | $ 50,000 | ||||||||||||||||||||||||||||||||
Principal amount | $ 900,000 | ||||||||||||||||||||||||||||||||
Period of time for an extension to consummate business combination | 1 month | 1 month | 1 month | ||||||||||||||||||||||||||||||
Fourth convertible promissory note | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||
Related Party Loans | |||||||||||||||||||||||||||||||||
Loan for an aggregate deposit | $ 111,000 | $ 111,000 | $ 111,000 | 540,000 | |||||||||||||||||||||||||||||
Additional amount drawn | $ 74,000 | $ 53,000 | |||||||||||||||||||||||||||||||
Principal amount | $ 1,000,000 | ||||||||||||||||||||||||||||||||
Sponsor | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||
Related Party Loans | |||||||||||||||||||||||||||||||||
Loan for an aggregate deposit | 161,000 | ||||||||||||||||||||||||||||||||
Sponsor | Maximum | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||
Related Party Loans | |||||||||||||||||||||||||||||||||
Loan for an aggregate deposit | $ 1,221,000 | $ 1,680,000 | |||||||||||||||||||||||||||||||
Sponsor | Class A ordinary shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||
Related Party Loans | |||||||||||||||||||||||||||||||||
Ordinary shares | $ 0.0001 | ||||||||||||||||||||||||||||||||
Period of time for an extension to consummate business combination | 1 month | ||||||||||||||||||||||||||||||||
Sponsor | Promissory Note | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||
Related Party Loans | |||||||||||||||||||||||||||||||||
Aggregate loan amount | $ 300,000 | ||||||||||||||||||||||||||||||||
Loan for an aggregate deposit | $ 161,000 | ||||||||||||||||||||||||||||||||
Sponsor | First convertible promissory note | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||
Related Party Loans | |||||||||||||||||||||||||||||||||
Convertible notes payables, current | 120,000 | 120,000 | 120,000 | 120,000 | 120,000 | ||||||||||||||||||||||||||||
Sponsor | Second convertible promissory note | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||
Related Party Loans | |||||||||||||||||||||||||||||||||
Convertible notes payables, current | 1,585,000 | 1,585,000 | 1,585,000 | 1,585,000 | |||||||||||||||||||||||||||||
Sponsor | Third convertible promissory note | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||
Related Party Loans | |||||||||||||||||||||||||||||||||
Convertible notes payables, current | 470,000 | 900,000 | 900,000 | 470,000 | |||||||||||||||||||||||||||||
Sponsor | Fourth convertible promissory note | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||
Related Party Loans | |||||||||||||||||||||||||||||||||
Loan for an aggregate deposit | $ 1,000,000 | ||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ 10 | ||||||||||||||||||||||||||||||||
Sponsor | Working capital loan | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||
Related Party Loans | |||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ 10 | ||||||||||||||||||||||||||||||||
Principal amount | $ 120,000 | ||||||||||||||||||||||||||||||||
Borrowings | $ 150,000 | ||||||||||||||||||||||||||||||||
Sponsor | Working capital loan | Class A ordinary shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||
Related Party Loans | |||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ 10 | ||||||||||||||||||||||||||||||||
Ordinary shares | $ 0.0001 | ||||||||||||||||||||||||||||||||
Sponsor | Administrative Support Agreement | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||
Related Party Loans | |||||||||||||||||||||||||||||||||
Due to related party | $ 210,000 | 210,000 | 90,000 | ||||||||||||||||||||||||||||||
Administrative Support Agreement | |||||||||||||||||||||||||||||||||
Monthly fee | 10,000 | 10,000 | |||||||||||||||||||||||||||||||
General and administrative expenses | $ 0 | $ 30,000 | 30,000 | $ 60,000 | 120,000 | 120,000 | |||||||||||||||||||||||||||
Sponsor affiliate of sponsor or certain company officers and directors | Working capital loan | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||||||||||||||
Related Party Loans | |||||||||||||||||||||||||||||||||
Conversion value | $ 1,500,000 | $ 1,500,000 | |||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ 10 | $ 10 | $ 10 | $ 10 | |||||||||||||||||||||||||||||
Convertible promissory note | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Registration Rights and Underwriting Agreement (Details) | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jul. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) shares | Mar. 02, 2021 USD ($) $ / shares shares | Jun. 30, 2024 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Aug. 08, 2022 | Feb. 25, 2021 item | |
Underwriting Agreement | |||||||||
Shares issued (in shares) | shares | 1 | ||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||
Registration Rights | |||||||||
Period of time required before shares become exercisable after the completion of a Business Combination | 30 days | 30 days | |||||||
Underwriting Agreement | |||||||||
Underwriting discount (in dollars per share) | $ / shares | $ 0.20 | ||||||||
Underwriting expense | $ 3,000,000 | ||||||||
Deferred underwriting discount (in dollars per share) | $ / shares | $ 0.35 | ||||||||
Deferred underwriting commissions | $ 2,616,250 | $ 5,200,000 | $ 2,616,250 | $ 2,616,250 | $ 2,616,250 | ||||
Percentage of deferred underwriting commissions payable included in initial business combination | 50% | ||||||||
Gain from settlement of deferred underwriting commissions | $ 2,600,000 | $ 2,600,000 | |||||||
Maximum | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||
Registration Rights | |||||||||
Number of demands eligible security holder can make | item | 3 | ||||||||
Over-Allotment option | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||
Underwriting Agreement | |||||||||
Sale of stock underwriter option term | 45 days | 45 days | |||||||
Shares issued (in shares) | shares | 1,950,000 | ||||||||
Over-Allotment option | Subsequent event | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||
Underwriting Agreement | |||||||||
Deferred underwriting commissions | $ 3,885,125 | ||||||||
Share issuance in lieu of cash payment to underwriters, maximum period | 60 days | ||||||||
Underwriting expense, additional transaction closing fee | $ 1,268,875 |
Commitments and Contingencies_2
Commitments and Contingencies - Business Combination Agreement and Sponsor Letter Agreement (Details) - $ / shares | 6 Months Ended | 12 Months Ended | ||||||
Feb. 27, 2024 | Feb. 13, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 25, 2024 | Dec. 31, 2022 | Nov. 07, 2022 | Jan. 04, 2021 | |
Business Combination Agreement and Sponsor Letter Agreement | ||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Aggregate share reserve, key employee incentive plan maximum amount, numerator percent for quotient calculation | 15% | |||||||
Aggregate share reserve, key employee incentive plan maximum amount, denominator percent for quotient calculation | 35% | |||||||
Aggregate share reserve, incentive equity plan maximum amount, numerator percent for quotient calculation | 20% | |||||||
Aggregate share reserve, incentive equity plan maximum amount, denominator percent for quotient calculation | 35% | |||||||
Aggregate holdCo share reserve, denominator percent for quotient calculation | 65% | |||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV | ||||||||
Business Combination Agreement and Sponsor Letter Agreement | ||||||||
Common stock, par value (in dollars per share) | $ 0.01 | |||||||
Preferred stock par value ( in dollars per share) | 0.0001 | 0.0001 | $ 0.0001 | |||||
Aggregate share reserve, key employee incentive plan maximum amount, numerator percent for quotient calculation | 15% | |||||||
Aggregate share reserve, key employee incentive plan maximum amount, denominator percent for quotient calculation | 35% | |||||||
Aggregate share reserve, incentive equity plan maximum amount, numerator percent for quotient calculation | 20% | |||||||
Aggregate share reserve, incentive equity plan maximum amount, denominator percent for quotient calculation | 35% | |||||||
Aggregate holdCo share reserve, denominator percent for quotient calculation | 65% | |||||||
Sponsor | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||||||||
Business Combination Agreement and Sponsor Letter Agreement | ||||||||
Shares issued to investors (in shares) | 1,147,500 | |||||||
Share price (in dollars per share) | $ 24 | |||||||
Number of trading days | 20 days | |||||||
Trading day threshold period | 30 days | |||||||
Class A ordinary shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||||||||
Business Combination Agreement and Sponsor Letter Agreement | ||||||||
Number of common shares, right to receive (in shares) | 1 | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | 0.0001 | ||||
Class A ordinary shares | Sponsor | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||||||||
Business Combination Agreement and Sponsor Letter Agreement | ||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||
Number of trading days | 20 days | 20 days | 20 days | |||||
Trading day threshold period | 30 days | 30 days | 30 days | |||||
Class B ordinary shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||||||||
Business Combination Agreement and Sponsor Letter Agreement | ||||||||
Number of common shares, right to receive (in shares) | 1 | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Preferred stock par value ( in dollars per share) | $ 0.001 | |||||||
Class B ordinary shares | Sponsor | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||||||||
Business Combination Agreement and Sponsor Letter Agreement | ||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||
Shares forfeited (in shares) | 1,000,000 |
Commitments and Contingencies_3
Commitments and Contingencies - PIPE Financing (Private Placement) (Details) - PIPE financing - CIK0001838821_ARYA Sciences Acquisition Corp IV - USD ($) | Jul. 31, 2024 | Feb. 13, 2024 |
PIPE Financing (Private Placement) | ||
Principal amount | $ 45,000,000 | |
Additional investment to debt | $ 8,100,000 | |
Share price (in dollars per share) | $ 10 | |
Number of common shares, right to receive (in shares) | 1 | |
Exercise price of pre-funded warrants (In dollars per share) | $ 0.01 | |
Subsequent event | ||
PIPE Financing (Private Placement) | ||
Unrestricted cash required to be maintained | $ 32,129,000 | |
Commitment to fund convertible security financing | 7,500,000 | |
Transaction expense payable | 14,300,000 | |
Increase in commitment to fund convertible security financing | $ 9,000,000 | |
Shares to be issued for increase in commitment | 1,080,000 | |
Increase in ownership percentage of perceptive PIPE investor and initial shareholders | 2.60% | |
Maximum | ||
PIPE Financing (Private Placement) | ||
Additional financing being raised prior to closing | $ 1,070,575 | |
2023 Bridge Financing Notes | ||
PIPE Financing (Private Placement) | ||
Principal amount | $ 23,000,000 |
Commitments and Contingencies_4
Commitments and Contingencies - Convertible Security Financing and Convert Registration Rights Agreement (Details) - USD ($) | Feb. 13, 2024 | Jul. 02, 2024 |
Convertible Security Financing (Private Placement) and Convert Registration Rights Agreement | ||
Term of debt | 3 years 9 months | |
CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Convertible Security Financing (Private Placement) and Convert Registration Rights Agreement | ||
Number of trading days under convert registration rights agreement | 15 days | |
New adagio convertible notes | ||
Convertible Security Financing (Private Placement) and Convert Registration Rights Agreement | ||
Principal amount | $ 20,000,000 | |
Debt instrument, percentage | 13% | |
Conversion price (in dollars per share) | $ 10 | |
New adagio convertible notes | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Convertible Security Financing (Private Placement) and Convert Registration Rights Agreement | ||
Principal amount | $ 12,500,000 | |
Cashless exercise of warrants issued (in shares) | 937,500 | |
Number of trading days under convert registration rights agreement | 45 days | |
Fourth convertible promissory note | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Convertible Security Financing (Private Placement) and Convert Registration Rights Agreement | ||
Principal amount | $ 1,000,000 | |
PIPE financing | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Convertible Security Financing (Private Placement) and Convert Registration Rights Agreement | ||
Principal amount | $ 45,000,000 | |
PIPE financing | 2024 Bridge financing notes | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Convertible Security Financing (Private Placement) and Convert Registration Rights Agreement | ||
Convertible promissory note | 7,000,000 | |
PIPE financing | New adagio convertible notes | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Convertible Security Financing (Private Placement) and Convert Registration Rights Agreement | ||
Principal amount | $ 5,500,000 | |
Cashless exercise of warrants issued (in shares) | 412,500 | |
Convertible security financing | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Convertible Security Financing (Private Placement) and Convert Registration Rights Agreement | ||
Principal amount | $ 20,000,000 | |
Debt instrument, percentage | 13% | |
Conversion price (in dollars per share) | $ 10 | |
Cashless exercise of warrants issued (in shares) | 1,500,000 | |
Cash price (in dollars per share) | $ 24 | |
Term of debt | 3 years 9 months | |
Convertible security financing | New adagio convertible notes | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Convertible Security Financing (Private Placement) and Convert Registration Rights Agreement | ||
Principal amount | $ 7,000,000 | |
Cashless exercise of warrants issued (in shares) | 525,000 | |
Convertible security financing | Fourth convertible promissory note | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Convertible Security Financing (Private Placement) and Convert Registration Rights Agreement | ||
Principal amount | $ 7,500,000 | |
Convertible security financing | Fourth convertible promissory note | Convertible debt securities | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Convertible Security Financing (Private Placement) and Convert Registration Rights Agreement | ||
Principal amount | 48,000,000 | |
Convertible security financing | Fourth convertible promissory note | Convertible debt securities | Minimum | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Convertible Security Financing (Private Placement) and Convert Registration Rights Agreement | ||
Principal amount | $ 2,000,000 |
Commitments and Contingencies_5
Commitments and Contingencies - Investor Rights Agreement (Details) - Sponsor - CIK0001838821_ARYA Sciences Acquisition Corp IV - $ / shares | 6 Months Ended | 12 Months Ended | ||
Feb. 27, 2024 | Feb. 13, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Investor Rights Agreement | ||||
Lock-up period beginning on the Closing Date | 365 days | |||
Lock-up period after the Closing Date | 6 months | |||
Share price (in dollars per share) | $ 24 | |||
Number of trading days | 20 days | |||
Trading day threshold period | 30 days | |||
Class A ordinary shares | ||||
Investor Rights Agreement | ||||
Number of trading days | 20 days | 20 days | 20 days | |
Trading day threshold period | 30 days | 30 days | 30 days | |
Threshold period after initial Business Combination | 150 days | |||
Class A ordinary shares | Minimum | ||||
Investor Rights Agreement | ||||
Share price (in dollars per share) | $ 12 | $ 12 | $ 12 | |
Threshold period after initial Business Combination | 150 days | 150 days |
Commitments and Contingencies_6
Commitments and Contingencies - Adoption of Second Extension Amendment Proposal (Details) | 6 Months Ended | 12 Months Ended | |||||||||||||||||||
Jun. 02, 2024 | May 02, 2024 | Apr. 02, 2024 | Feb. 27, 2024 USD ($) item shares | Feb. 02, 2024 | Jan. 02, 2024 | Dec. 31, 2023 USD ($) shares | Dec. 02, 2023 | Nov. 02, 2023 | Oct. 02, 2023 | Sep. 02, 2023 | Aug. 02, 2023 | Jul. 02, 2023 | Jun. 02, 2023 | Feb. 28, 2023 USD ($) item shares | Mar. 02, 2021 USD ($) | Jun. 30, 2024 USD ($) shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | Mar. 31, 2024 USD ($) | |
Adoption of Second Extension Amendment Proposal | |||||||||||||||||||||
Shares issued (in shares) | 1 | ||||||||||||||||||||
Ordinary shares, shares issued (in shares) | 1 | 1 | 1 | ||||||||||||||||||
Ordinary shares, shares outstanding (in shares) | 1 | 1 | |||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||
Adoption of Second Extension Amendment Proposal | |||||||||||||||||||||
Number of times to extend period to consummate business combination | item | 11 | 9 | |||||||||||||||||||
Period of time for an extension to consummate business combination | 1 month | 1 month | 1 month | 1 month | 1 month | ||||||||||||||||
Advance notice prior to applicable termination date | 5 days | 5 days | |||||||||||||||||||
Cash deposited in Trust Account | $ | $ 149,500,000 | $ 724,000 | $ 560,000 | $ 1,400,000 | $ 0 | ||||||||||||||||
Carrying Value | $ | $ 4,358,804 | $ 40,475,949 | $ 37,838,923 | $ 40,475,949 | $ 151,528,894 | $ 37,019,896 | |||||||||||||||
Public shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||
Adoption of Second Extension Amendment Proposal | |||||||||||||||||||||
Convertible preferred stock, shares issued | 390,815 | 11,259,169 | |||||||||||||||||||
Shares issued (in shares) | 3,300,016 | 3,690,831 | |||||||||||||||||||
Private placement shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||
Adoption of Second Extension Amendment Proposal | |||||||||||||||||||||
Shares issued (in shares) | 499,000 | ||||||||||||||||||||
Second convertible promissory note | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||
Adoption of Second Extension Amendment Proposal | |||||||||||||||||||||
Period of time for an extension to consummate business combination | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | ||||||||||||
Class A ordinary shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||
Adoption of Second Extension Amendment Proposal | |||||||||||||||||||||
Shares issued (in shares) | 3,799,016 | 4,189,831 | |||||||||||||||||||
Ordinary shares, shares issued (in shares) | 499,000 | 499,000 | 499,000 | 499,000 | |||||||||||||||||
Ordinary shares, shares outstanding (in shares) | 499,000 | 499,000 | 499,000 | 499,000 | |||||||||||||||||
Carrying Value | $ | $ 4,358,804 | $ 115,071,882 | |||||||||||||||||||
Class B ordinary shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||
Adoption of Second Extension Amendment Proposal | |||||||||||||||||||||
Ordinary shares, shares issued (in shares) | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | |||||||||||||||
Ordinary shares, shares outstanding (in shares) | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | |||||||||||||||
Sponsor | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||
Adoption of Second Extension Amendment Proposal | |||||||||||||||||||||
Cash deposited in Trust Account | $ | $ 111,000 | ||||||||||||||||||||
Sponsor | Second convertible promissory note | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||
Adoption of Second Extension Amendment Proposal | |||||||||||||||||||||
Cash deposited in Trust Account | $ | 111,000 | $ 420,000 | |||||||||||||||||||
Sponsor | Amended and restated memorandum | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||
Adoption of Second Extension Amendment Proposal | |||||||||||||||||||||
Cash deposited in Trust Account | $ | $ 111,000 | $ 140,000 | |||||||||||||||||||
Percentage of ordinary shares issued and outstanding held by initial shareholders. | 56.20% | ||||||||||||||||||||
Sponsor | Class A ordinary shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||||||||||||||||
Adoption of Second Extension Amendment Proposal | |||||||||||||||||||||
Number of times to extend period to consummate business combination | item | 11 | ||||||||||||||||||||
Period of time for an extension to consummate business combination | 1 month | ||||||||||||||||||||
Advance notice prior to applicable termination date | 5 days | ||||||||||||||||||||
Extension period to complete business combination after original termination date | 48 months |
Commitments and Contingencies_7
Commitments and Contingencies - Non-Redemption Subscription Agreements and Consummation of Business Combination (Details) - USD ($) | Jul. 31, 2024 | Jun. 30, 2024 | Feb. 13, 2024 | Dec. 31, 2023 |
Commitments and Contingencies | ||||
Ordinary shares | $ 0.0001 | $ 0.0001 | ||
CIK0001838821_ARYA Sciences Acquisition Corp IV | ||||
Commitments and Contingencies | ||||
Ordinary shares | $ 0.01 | |||
Subsequent event | New Adagio | ||||
Commitments and Contingencies | ||||
Proceeds from financing | $ 84,200,000 | |||
Subsequent event | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||||
Commitments and Contingencies | ||||
Ordinary shares | $ 0.01 | |||
Non-Redemption subscription agreement | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||||
Commitments and Contingencies | ||||
Amount of financing commitment | $ 2,000,000 | |||
Ordinary shares | $ 0.0001 | |||
Concurrent Equity and Warrant Private Placement Bridge Financing | Subsequent event | New Adagio | ||||
Commitments and Contingencies | ||||
Proceeds from financing | 29,500,000 | |||
Concurrent Convertible Security Bridge Financing | Subsequent event | New Adagio | ||||
Commitments and Contingencies | ||||
Proceeds from financing | $ 7,000,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) - CIK0001838821_ARYA Sciences Acquisition Corp IV - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 27, 2024 | Feb. 28, 2023 | Mar. 02, 2021 | |
Common Stock Subject to Possible Redemption | |||||||||||
Offering costs allocated to Class A ordinary shares subject to possible redemption | $ (8,800,000) | ||||||||||
Accretion on Class A ordinary shares subject to possible redemption amount | $ 8,147,540 | ||||||||||
Waiver of deferred underwriting commissions | 2,616,250 | ||||||||||
Redemption of Class A ordinary shares | $ (4,358,804) | $ (4,358,804) | $ (115,071,882) | $ (115,071,882) | 0 | ||||||
Adjustment of accretion of Class A ordinary shares subject to possible redemption | $ 819,027 | 902,751 | $ 600,365 | $ 1,548,845 | 4,018,937 | (587,356) | |||||
Carrying Value | $ 37,838,923 | $ 37,019,896 | $ 37,838,923 | $ 40,475,949 | $ 151,528,894 | $ 4,358,804 | |||||
Class A ordinary shares | |||||||||||
Common Stock Subject to Possible Redemption | |||||||||||
Convertible preferred stock, shares outstanding | 3,300,016 | 3,300,016 | 3,690,831 | 14,950,000 | |||||||
Carrying Value | $ 4,358,804 | $ 115,071,882 | |||||||||
Initial public offering | |||||||||||
Common Stock Subject to Possible Redemption | |||||||||||
Gross proceeds | $ 149,500,000 | ||||||||||
Initial public offering | Class A ordinary shares | |||||||||||
Common Stock Subject to Possible Redemption | |||||||||||
Offering costs allocated to Class A ordinary shares subject to possible redemption | $ (8,734,896) |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) | 6 Months Ended | 12 Months Ended | |||||
Feb. 27, 2024 USD ($) shares | Jun. 30, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) | Feb. 13, 2024 $ / shares | Feb. 28, 2023 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Shareholders' Deficit | |||||||
Ordinary shares, shares authorized (in shares) | 1,000 | 1,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Ordinary shares, shares issued (in shares) | 1 | 1 | |||||
Ordinary shares, shares outstanding (in shares) | 1 | ||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||
Shareholders' Deficit | |||||||
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | ||||
Preference shares, shares issued (in shares) | 0 | 0 | 0 | ||||
Preference shares, shares outstanding (in shares) | 0 | 0 | 0 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||||||
Number of shares redeemed (in shares) | 390,815 | ||||||
Carrying Value | $ | $ 4,358,804 | $ 37,838,923 | $ 40,475,949 | $ 37,019,896 | $ 151,528,894 | ||
Voting rights per share | one vote | one vote | |||||
Stock conversion basis at time of business combination percentage | 20% | 20% | |||||
Stock conversion basis at time of business combination | 1 | 1 | |||||
Class A ordinary shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||
Shareholders' Deficit | |||||||
Ordinary shares, shares authorized (in shares) | 479,000,000 | 479,000,000 | 479,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Carrying Value | $ | $ 4,358,804 | $ 115,071,882 | |||||
Voting rights per share | one vote | one vote | |||||
Ordinary shares, shares issued (in shares) | 3,799,016 | 4,189,831 | 15,449,000 | ||||
Ordinary shares, shares outstanding (in shares) | 3,799,016 | 4,189,831 | 15,449,000 | ||||
Ordinary shares, shares issued (in shares) | 499,000 | 499,000 | 499,000 | ||||
Ordinary shares, shares outstanding (in shares) | 499,000 | 499,000 | 499,000 | ||||
Convertible preferred stock, shares outstanding | 3,300,016 | 3,690,831 | 14,950,000 | ||||
Class B ordinary shares | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||||
Shareholders' Deficit | |||||||
Ordinary shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | 20,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Ordinary shares, shares issued (in shares) | 3,737,500 | 3,737,500 | |||||
Ordinary shares, shares issued (in shares) | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | ||
Ordinary shares, shares outstanding (in shares) | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Investments held in Trust Account | |||||
Subscription Agreement Expense | $ 2,134,199 | ||||
CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||
Investments held in Trust Account | |||||
Subscription Agreement Expense | $ 713,794 | $ 0 | $ 2,134,199 | $ 0 | |
Open market subscription agreement | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||
Investments held in Trust Account | |||||
Shares to be issued on Close of Transaction | 219,877 | 219,877 | |||
PIPE Warrants to be issued on Close of Transaction | 183,493 | 183,493 | |||
Non-Redemption subscription agreement | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||
Investments held in Trust Account | |||||
Shares to be issued on Close of Transaction | 76,681 | 76,681 | |||
PIPE Warrants to be issued on Close of Transaction | 166,160 | 166,160 | |||
Level 1 | U.S. Treasury securities | Maximum | CIK0001838821_ARYA Sciences Acquisition Corp IV | |||||
Investments held in Trust Account | |||||
Investment maturity period | 185 days | 185 days | 185 days |
Fair Value Measurements - Deter
Fair Value Measurements - Determination of fair value of New Adagio Common Stock and Non-Redeeming subscription agreement shares on inception (Details) - Level 3 | Jun. 21, 2024 $ / shares | Feb. 13, 2024 $ / shares |
CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Fair Value Measurements | ||
Multiplying factor of purchase price for adjusted price per share | 1.2 | 1.2 |
Base share price | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Fair Value Measurements | ||
Own equity measurement input | 10 | |
Base share price | Non-Redemption subscription agreement | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Fair Value Measurements | ||
Own equity measurement input | 10 | |
Adjusted per Share | ||
Fair Value Measurements | ||
Multiplying factor of purchase price for adjusted price per share | 1.2 | |
Adjusted per Share | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Fair Value Measurements | ||
Own equity measurement input | 8.33 | |
Adjusted per Share | Non-Redemption subscription agreement | ||
Fair Value Measurements | ||
Multiplying factor of purchase price for adjusted price per share | 1.2 | |
Adjusted per Share | Non-Redemption subscription agreement | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Fair Value Measurements | ||
Own equity measurement input | 8.33 | |
Adjusted share price | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Fair Value Measurements | ||
Own equity measurement input | 7 | |
Adjusted share price | Non-Redemption subscription agreement | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Fair Value Measurements | ||
Own equity measurement input | 7.08 | |
Probability of closing | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Fair Value Measurements | ||
Own equity measurement input | 0.7500 | |
Probability of closing | Non-Redemption subscription agreement | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Fair Value Measurements | ||
Own equity measurement input | 0.9500 | |
Estimated fair value per share at closing | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Fair Value Measurements | ||
Own equity measurement input | 5.25 | |
Estimated fair value per share at closing | Non-Redemption subscription agreement | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Fair Value Measurements | ||
Own equity measurement input | 6.73 |
Fair Value Measurements - Det_2
Fair Value Measurements - Determination of fair value of PIPE Warrants and Non-Redeeming subscription agreement warrants on inception (Details) - Level 3 | Jun. 21, 2024 $ / shares M | Feb. 13, 2024 $ / shares M |
CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Fair Value Measurements | ||
Multiplying factor of coverage ratio for estimated fair value per warrant | 1.2 | 1.2 |
Base share price | ||
Fair Value Measurements | ||
Measurement input | 7 | |
Base share price | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Fair Value Measurements | ||
Measurement input | 7 | |
Base share price | Non-Redemption subscription agreement | ||
Fair Value Measurements | ||
Measurement input | 10 | |
Base share price | Non-Redemption subscription agreement | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Fair Value Measurements | ||
Measurement input | 10 | |
Strike price, as defined in subscription agreement | ||
Fair Value Measurements | ||
Measurement input | 10 | |
Strike price, as defined in subscription agreement | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Fair Value Measurements | ||
Measurement input | 10 | |
Strike price, as defined in subscription agreement | Non-Redemption subscription agreement | ||
Fair Value Measurements | ||
Measurement input | 10 | |
Strike price, as defined in subscription agreement | Non-Redemption subscription agreement | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Fair Value Measurements | ||
Measurement input | 10 | |
Term (Months) | ||
Fair Value Measurements | ||
Measurement input | M | 12 | |
Term (Months) | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Fair Value Measurements | ||
Measurement input | M | 12 | |
Term (Months) | Non-Redemption subscription agreement | ||
Fair Value Measurements | ||
Measurement input | M | 12 | |
Term (Months) | Non-Redemption subscription agreement | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Fair Value Measurements | ||
Measurement input | M | 12 | |
Average volatility rate | ||
Fair Value Measurements | ||
Measurement input | 0.7000 | |
Average volatility rate | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Fair Value Measurements | ||
Measurement input | 0.7000 | |
Average volatility rate | Non-Redemption subscription agreement | ||
Fair Value Measurements | ||
Measurement input | 0.7000 | |
Average volatility rate | Non-Redemption subscription agreement | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Fair Value Measurements | ||
Measurement input | 0.7000 | |
Probability of closing | ||
Fair Value Measurements | ||
Measurement input | 0.7500 | |
Probability of closing | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Fair Value Measurements | ||
Measurement input | 0.7500 | |
Probability of closing | Non-Redemption subscription agreement | ||
Fair Value Measurements | ||
Measurement input | 0.9500 | |
Probability of closing | Non-Redemption subscription agreement | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Fair Value Measurements | ||
Measurement input | 0.9500 | |
Estimated expected warrant price | ||
Fair Value Measurements | ||
Measurement input | 1.21 | |
Estimated expected warrant price | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Fair Value Measurements | ||
Measurement input | 1.21 | |
Estimated expected warrant price | Non-Redemption subscription agreement | ||
Fair Value Measurements | ||
Measurement input | 1.25 | |
Estimated expected warrant price | Non-Redemption subscription agreement | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Fair Value Measurements | ||
Measurement input | 1.25 | |
Estimated fair value per warrant at closing | ||
Fair Value Measurements | ||
Measurement input | 1.45 | |
Multiplying factor of coverage ratio for estimated fair value per warrant | 1.2 | |
Estimated fair value per warrant at closing | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Fair Value Measurements | ||
Measurement input | 1.45 | |
Estimated fair value per warrant at closing | Non-Redemption subscription agreement | ||
Fair Value Measurements | ||
Measurement input | 1.19 | |
Multiplying factor of coverage ratio for estimated fair value per warrant | 1.2 | |
Estimated fair value per warrant at closing | Non-Redemption subscription agreement | CIK0001838821_ARYA Sciences Acquisition Corp IV | ||
Fair Value Measurements | ||
Measurement input | 1.19 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Jun. 30, 2024 | Mar. 31, 2024 | Feb. 27, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Feb. 28, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 02, 2021 |
Assets, Current [Abstract] | ||||||||||
Total assets | ||||||||||
Liabilities, Current [Abstract] | ||||||||||
Total liabilities | 5,000 | 5,000 | ||||||||
Equity, Attributable to Parent [Abstract] | ||||||||||
Common stock, $0.001 par value; 6,594,946 shares authorized as of June 30, 2024 and December 31, 2023; 786,782 shares and 786,510 shares issued as of June 30, 2024 and December 31, 2023, respectively; 780,180 shares and 779,908 shares outstanding as of June 30, 2024 and December 31, 2023, respectively. | 0 | 0 | ||||||||
Additional Paid in Capital | 2,134,199 | 0 | ||||||||
Retained Earnings (Accumulated Deficit) | (2,139,199) | (5,000) | ||||||||
Total stockholders' deficit | (5,000) | $ (5,000) | (5,000) | |||||||
Total liabilities, convertible preferred stock, and stockholders' deficit | 0 | 0 | ||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||
Assets, Current [Abstract] | ||||||||||
Cash | 26,058 | 20,191 | $ 91,049 | |||||||
Prepaid Expense, Current | 28,463 | 56,547 | 55,400 | |||||||
Total current assets | 54,521 | 76,738 | 146,449 | |||||||
Cash and investments held in Trust Account | 37,938,923 | 40,575,949 | 151,628,894 | |||||||
Total assets | 37,993,444 | 40,652,687 | 151,775,343 | |||||||
Liabilities, Current [Abstract] | ||||||||||
Accounts Payable, Current | 156,536 | 130,524 | 65,892 | |||||||
Accrued expenses | 6,569,307 | 9,837,703 | 5,994,774 | |||||||
Due to related party | $ 0 | $ 210,000 | $ 90,000 | |||||||
Other Liability, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | Related Party [Member] | |||||||
Convertible notes payable, current | $ 3,616,000 | $ 2,175,000 | $ 120,000 | |||||||
Notes Payable, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | Related Party [Member] | |||||||
Total current liabilities | $ 10,341,843 | $ 12,353,227 | $ 6,270,666 | |||||||
Deferred underwriting commissions | 2,616,250 | 2,616,250 | 2,616,250 | $ 5,200,000 | ||||||
Total liabilities | 12,958,093 | 14,969,477 | 8,886,916 | |||||||
Commitments and Contingencies | ||||||||||
Convertible preferred stock, $0.001 par value; 4,939,946 shares authorized as of June 30, 2024 and December 31, 2023; 4,732,044 shares and 4,939,946 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively, with aggregate liquidation preference of $86,936 and $91,637 as of June 30, 2024 and December 31, 2023, respectively | 37,838,923 | 37,019,896 | $ 4,358,804 | 40,475,949 | 151,528,894 | |||||
Equity, Attributable to Parent [Abstract] | ||||||||||
Preferred Stock, Value, Issued | 0 | 0 | 0 | |||||||
Additional Paid in Capital | 412,421 | 0 | 0 | |||||||
Retained Earnings (Accumulated Deficit) | (13,216,419) | (14,793,163) | (8,640,891) | |||||||
Total stockholders' deficit | (12,803,574) | $ (14,520,932) | (14,792,739) | $ (10,247,915) | $ (10,029,063) | (8,640,467) | $ (10,295,307) | |||
Total liabilities, convertible preferred stock, and stockholders' deficit | 37,993,444 | 40,652,687 | 151,775,343 | |||||||
Common Class A [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||
Liabilities, Current [Abstract] | ||||||||||
Convertible preferred stock, $0.001 par value; 4,939,946 shares authorized as of June 30, 2024 and December 31, 2023; 4,732,044 shares and 4,939,946 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively, with aggregate liquidation preference of $86,936 and $91,637 as of June 30, 2024 and December 31, 2023, respectively | $ 4,358,804 | $ 115,071,882 | ||||||||
Equity, Attributable to Parent [Abstract] | ||||||||||
Common stock, $0.001 par value; 6,594,946 shares authorized as of June 30, 2024 and December 31, 2023; 786,782 shares and 786,510 shares issued as of June 30, 2024 and December 31, 2023, respectively; 780,180 shares and 779,908 shares outstanding as of June 30, 2024 and December 31, 2023, respectively. | 50 | 50 | 50 | |||||||
Common Class B [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||
Equity, Attributable to Parent [Abstract] | ||||||||||
Common stock, $0.001 par value; 6,594,946 shares authorized as of June 30, 2024 and December 31, 2023; 786,782 shares and 786,510 shares issued as of June 30, 2024 and December 31, 2023, respectively; 780,180 shares and 779,908 shares outstanding as of June 30, 2024 and December 31, 2023, respectively. | $ 374 | $ 374 | $ 374 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2024 | Feb. 27, 2024 | Feb. 13, 2024 | Dec. 31, 2023 | Feb. 28, 2023 | Dec. 31, 2022 |
Equity, Attributable to Parent [Abstract] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Common Stock, Shares Authorized | 1,000 | 1,000 | ||||
Common Stock, Shares, Issued | 1 | 1 | ||||
Common Stock, Shares, Outstanding | 1 | |||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||
Equity, Attributable to Parent [Abstract] | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||
Preferred Stock, Shares Issued | 0 | 0 | 0 | |||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||
Common Stock, Par or Stated Value Per Share | $ 0.01 | |||||
Common Class A [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||
Liabilities and Equity [Abstract] | ||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Convertible preferred stock, shares outstanding | 3,300,016 | 3,690,831 | 14,950,000 | |||
Ordinary shares subject to possible redemption, redemption price (in dollars per share) | $ 11.47 | $ 10.97 | $ 10.30 | |||
Equity, Attributable to Parent [Abstract] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares Authorized | 479,000,000 | 479,000,000 | 479,000,000 | |||
Common Stock, Shares, Issued | 499,000 | 499,000 | 499,000 | |||
Common Stock, Shares, Outstanding | 499,000 | 499,000 | 499,000 | |||
Common Class B [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||
Equity, Attributable to Parent [Abstract] | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||
Common Stock, Shares, Issued | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | |
Common Stock, Shares, Outstanding | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Income (Loss) [Abstract] | ||||||
Net loss | $ (713,794) | $ (2,134,199) | ||||
Weighted Average Number of Shares Outstanding, Basic | 1 | 1 | ||||
Weighted Average Number of Shares Outstanding, Diluted | 1 | 1 | ||||
Basic net loss per common share (in dollars per share) | $ (713,794) | $ (2,134,199) | ||||
Diluted net loss per common share (in dollars per share) | $ (713,794) | $ (2,134,199) | ||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||
Operating Income (Loss) [Abstract] | ||||||
General and Administrative Expense | $ 252,199 | $ 78,851 | $ 863,939 | $ 1,047,448 | $ 4,752,272 | $ 1,009,074 |
Loss from operations | (252,199) | (78,851) | (863,939) | (1,047,448) | (4,752,272) | (1,009,074) |
Realized Investment Gains (Losses) | 486,027 | 460,364 | 997,778 | 1,589,210 | 2,618,937 | 2,076,558 |
Net loss | $ 1,822,591 | $ 381,513 | $ 1,576,744 | $ 541,762 | $ (2,133,335) | $ 1,067,484 |
Common Class A [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||
Operating Income (Loss) [Abstract] | ||||||
Weighted Average Number of Shares Outstanding, Basic | 3,799,016 | 3,690,831 | 3,922,090 | 7,485,358 | 6,071,500 | 15,449,000 |
Weighted Average Number of Shares Outstanding, Diluted | 3,799,016 | 3,690,831 | 3,922,090 | 7,485,358 | 6,071,500 | 15,449,000 |
Basic net loss per common share (in dollars per share) | $ 0.24 | $ 0.05 | $ 0.21 | $ 0.05 | $ (0.22) | $ 0.06 |
Diluted net loss per common share (in dollars per share) | $ 0.24 | $ 0.05 | $ 0.21 | $ 0.05 | $ (0.22) | $ 0.06 |
Common Class B [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||
Operating Income (Loss) [Abstract] | ||||||
Weighted Average Number of Shares Outstanding, Basic | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 |
Weighted Average Number of Shares Outstanding, Diluted | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 |
Basic net loss per common share (in dollars per share) | $ 0.24 | $ 0.05 | $ 0.21 | $ 0.05 | $ (0.22) | $ 0.06 |
Diluted net loss per common share (in dollars per share) | $ 0.24 | $ 0.05 | $ 0.21 | $ 0.05 | $ (0.22) | $ 0.06 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Common Class A [Member] CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] Common Stock [Member] | Common Class B [Member] CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] Common Stock [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Common Stock [Member] | Total |
Beginning Balance at Dec. 31, 2021 | $ 50 | $ 374 | $ (10,295,307) | ||
Beginning balance (in shares) at Dec. 31, 2021 | 499,000 | 3,737,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Adjustment of accretion of Class A ordinary shares subject to possible redemption | $ 0 | $ 0 | 587,356 | ||
Net income | 0 | 0 | 1,067,484 | ||
Ending Balance at Dec. 31, 2022 | $ 50 | $ 374 | (8,640,467) | ||
Ending balance (in shares) at Dec. 31, 2022 | 499,000 | 3,737,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Adjustment of accretion of Class A ordinary shares subject to possible redemption | $ 0 | $ 0 | (1,548,845) | ||
Net income | 0 | 0 | 160,249 | ||
Ending Balance at Mar. 31, 2023 | $ 50 | $ 374 | (10,029,063) | ||
Ending balance (in shares) at Mar. 31, 2023 | 499,000 | 3,737,500 | |||
Beginning Balance at Dec. 31, 2022 | $ 50 | $ 374 | (8,640,467) | ||
Beginning balance (in shares) at Dec. 31, 2022 | 499,000 | 3,737,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 541,762 | ||||
Ending Balance at Jun. 30, 2023 | $ 50 | $ 374 | (10,247,915) | ||
Ending balance (in shares) at Jun. 30, 2023 | 499,000 | 3,737,500 | |||
Beginning Balance at Dec. 31, 2022 | $ 50 | $ 374 | (8,640,467) | ||
Beginning balance (in shares) at Dec. 31, 2022 | 499,000 | 3,737,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Adjustment of accretion of Class A ordinary shares subject to possible redemption | $ 0 | $ 0 | (4,018,937) | ||
Net income | 0 | 0 | (2,133,335) | ||
Ending Balance at Dec. 31, 2023 | $ 50 | $ 374 | (14,792,739) | $ 0 | $ (5,000) |
Ending balance (in shares) at Dec. 31, 2023 | 499,000 | 3,737,500 | |||
Beginning Balance at Mar. 31, 2023 | $ 50 | $ 374 | (10,029,063) | ||
Beginning balance (in shares) at Mar. 31, 2023 | 499,000 | 3,737,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Adjustment of accretion of Class A ordinary shares subject to possible redemption | $ 0 | $ 0 | (600,365) | ||
Net income | 0 | 0 | 381,513 | ||
Ending Balance at Jun. 30, 2023 | $ 50 | $ 374 | (10,247,915) | ||
Ending balance (in shares) at Jun. 30, 2023 | 499,000 | 3,737,500 | |||
Beginning Balance at Dec. 18, 2023 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 0 | (5,000) | |||
Ending Balance at Dec. 31, 2023 | $ 50 | $ 374 | (14,792,739) | 0 | (5,000) |
Ending balance (in shares) at Dec. 31, 2023 | 499,000 | 3,737,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Adjustment of accretion of Class A ordinary shares subject to possible redemption | $ 0 | $ 0 | (902,751) | ||
Net income | 0 | 0 | (245,847) | (1,420,405) | |
Ending Balance at Mar. 31, 2024 | $ 50 | $ 374 | (14,520,932) | (5,000) | |
Ending balance (in shares) at Mar. 31, 2024 | 499,000 | 3,737,500 | |||
Beginning Balance at Dec. 31, 2023 | $ 50 | $ 374 | (14,792,739) | $ 0 | (5,000) |
Beginning balance (in shares) at Dec. 31, 2023 | 499,000 | 3,737,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 1,576,744 | (2,134,199) | |||
Ending Balance at Jun. 30, 2024 | $ 50 | $ 374 | (12,803,574) | (5,000) | |
Ending balance (in shares) at Jun. 30, 2024 | 499,000 | 3,737,500 | |||
Beginning Balance at Mar. 31, 2024 | $ 50 | $ 374 | (14,520,932) | (5,000) | |
Beginning balance (in shares) at Mar. 31, 2024 | 499,000 | 3,737,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Adjustment of accretion of Class A ordinary shares subject to possible redemption | $ 0 | $ 0 | (819,027) | ||
Net income | 0 | 0 | 1,822,591 | (713,794) | |
Ending Balance at Jun. 30, 2024 | $ 50 | $ 374 | $ (12,803,574) | $ (5,000) | |
Ending balance (in shares) at Jun. 30, 2024 | 499,000 | 3,737,500 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Dec. 31, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | |||||||
Net Income (Loss) | $ (5,000) | $ (713,794) | $ (1,420,405) | $ (2,134,199) | |||
Increase (Decrease) in Operating Capital [Abstract] | |||||||
Accrued expenses | 5,000 | ||||||
Net cash used in operating activities | 0 | ||||||
Net Cash Provided by (Used in) Financing Activities [Abstract] | |||||||
Cash and cash equivalents, beginning of period | 0 | 0 | 0 | ||||
Cash and cash equivalents, end of period | 0 | 0 | 0 | $ 0 | |||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | |||||||
Net Cash Provided by (Used in) Operating Activities [Abstract] | |||||||
Net Income (Loss) | 1,822,591 | (245,847) | 1,576,744 | $ 541,762 | (2,133,335) | $ 1,067,484 | |
Adjustments to reconcile net income to net cash used in operating activities: | |||||||
Interest earned on cash and investments held in Trust Account | (486,027) | (997,778) | (1,589,210) | (2,618,937) | (2,076,558) | ||
Increase (Decrease) in Operating Capital [Abstract] | |||||||
Prepaid expenses | 28,085 | (208,604) | (1,147) | 313,397 | |||
Accounts payable | 26,012 | 13,717 | 64,632 | (107,181) | |||
Accrued expenses | 308,707 | 529,319 | 3,842,929 | 227,665 | |||
Due to related party | (210,000) | 60,000 | 120,000 | 90,000 | |||
Net cash used in operating activities | (711,133) | (653,016) | (725,858) | (485,193) | |||
Net Cash Provided by (Used in) Investing Activities [Abstract] | |||||||
Cash deposited in Trust Account | (724,000) | (560,000) | (1,400,000) | 0 | |||
Cash withdrawn from Trust Account for redemption | 4,358,804 | 115,071,882 | 115,071,882 | 0 | |||
Net cash used in investing activities | 3,634,804 | 114,511,882 | 113,671,882 | 0 | |||
Net Cash Provided by (Used in) Financing Activities [Abstract] | |||||||
Proceeds from convertible promissory note - related party | 1,441,000 | 1,140,000 | 2,055,000 | 120,000 | |||
Redemption of Class A ordinary shares | (4,358,804) | (4,358,804) | (115,071,882) | (115,071,882) | 0 | ||
Offering costs paid | 0 | (45,000) | |||||
Net cash provided by financing activities | (2,917,804) | (113,931,882) | (113,016,882) | 75,000 | |||
Net change in cash | 5,867 | (73,016) | (70,858) | (410,193) | |||
Cash and cash equivalents, beginning of period | $ 20,191 | 20,191 | 91,049 | 91,049 | 501,242 | ||
Cash and cash equivalents, end of period | $ 20,191 | $ 26,058 | $ 26,058 | $ 18,033 | $ 20,191 | $ 91,049 |
Description of Organization a_4
Description of Organization and Business Operations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations ARYA Sciences Acquisition Corp IV (the “Company” or “ARYA”) was incorporated as a Cayman Islands exempted company on August 24, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. All activity for the period from August 24, 2020 (inception) through June 30, 2024 was related to the Company’s formation and initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of income earned on investments or cash held in the Trust Account (as defined below) from the proceeds derived from the Initial Public Offering. The Company has one wholly owned subsidiary, Aja Holdco, Inc., a Delaware corporation (“ListCo” or “HoldCo”), formed on December 19, 2023 and ARYA Merger Sub, a Cayman Islands exempted company (“ARYA Merger Sub”) formed on December 18, 2023. The Company’s sponsor is ARYA Sciences Holdings IV, a Cayman Islands exempted company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 25, 2021. On March 2, 2021, the Company consummated its Initial Public Offering of 14,950,000 Class A ordinary shares (the “Public Shares”), including the 1,950,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $149.5 million, and incurring offering costs of approximately $8.8 million, inclusive of approximately $5.2 million in deferred underwriting commissions (see Note 5). On August 8, 2022, the Company received a waiver from one of the underwriters of its Initial Public Offering pursuant to which such underwriter waived all rights to its 50% share of the deferred underwriting commissions payable upon completion of an initial Business Combination (the “Waiver”). In connection with the Waiver, the underwriter also agreed that (i) the Waiver is not intended to allocate its 50% portion of the deferred underwriting commissions to the other underwriter that has not waived its right to receive its share of the deferred underwriting commissions and (ii) the waived portion of the deferred underwriting commissions can, at the discretion of the Company, be paid to one or more parties or otherwise be used in connection with an initial Business Combination. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 499,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $149.5 million ($10.00 per Public Share) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and were invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company, acting as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the First Extension Amendment Proposal described below. For more information on the partial liquidation of the Trust Account in connection with the adoption of the First Extension Amendment Proposal and the related redemption of Class A ordinary shares, see below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Shareholders”) of Public Shares, with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters of its Initial Public Offering (as discussed in Note 5). These Public Shares are classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company adopted upon the consummation of the Initial Public Offering and subsequently amended in connection with the adoption of First Extension Amendment Proposal and Second Extension Amendment Proposal described below (as amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares they hold in favor of a Business Combination. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete its Business Combination within the time period during which the Company is required to consummate a Business Combination pursuant to the Amended and Restated Memorandum and Articles of Association (the “Business Combination Period”), or (b) with respect to any other provision relating to the rights of Public Shareholders, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company has not completed a Business Combination within the Business Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten The initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares held by them if the Company fails to complete a Business Combination within the Business Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Business Combination Period. The underwriters of the Initial Public Offering agreed to waive their rights to their deferred underwriting commissions (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Business Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (excluding the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the assets in the Trust Account, in each case net of the interest that may be withdrawn to pay for the Company’s tax obligations. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. The Sponsor may not be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. On February 28, 2023, the Company held an extraordinary general meeting of shareholders in view of approving an amendment to its Amended and Restated Memorandum and Articles of Association to extend the date (the “Termination Date”) by which the Company has to consummate a Business Combination from March 2, 2023 (the “Original Termination Date”) to June 2, 2023 (the “Previous Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to nine times by an additional one month five days thirty-six The Company approved one-month extensions on June 2, 2023, July 2, 2023, August 2, 2023, September 2, 2023, October 2, 2023, November 2, 2023, December 2, 2023, January 2, 2024 and February 2, 2024. In connection with the extensions on June 2, 2023, July 2, 2023, August 2, 2023, and September 2, 2023, the Company drew an aggregate amount of $560,000 from the Second Convertible Promissory Note in the principal amount of up to $1,680,000. In connection with the extensions on October 2, 2023, November 2, 2023 and December 2, 2023, January 2, 2024 and February 2, 2024, the Company drew an aggregate amount of $900,000 from the Third Promissory Note (as defined below). The Company also drew additional funds under the Second Convertible Promissory Note and the Third Promissory Note in view of funding the Company’s ongoing working capital (for more information see Note 4). As contemplated by the Amended and Restated Memorandum and Articles of Association, the holders of Public Shares were able to elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account in connection with the First Extension Amendment Proposal. On February 28, 2023, the First Extension Amendment Proposal was adopted and 11,259,169 Public Shares were redeemed for an aggregate amount of $115,071,882. Following the adoption of the First Extension Amendment Proposal, the Company has 4,189,831 Class A ordinary shares, including 3,690,831 Public Shares and 499,000 Private Placement Shares, and 3,737,500 Class B ordinary shares issued and outstanding. See below for more information on additional redemptions in connection with the second amendment of the Amended and Restated Memorandum and Articles of Association to further extend the time period the Company has to consummate a Business Combination following March 2, 2024. On February 27, 2024, the Company held an extraordinary general meeting of shareholders to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association to extend the Termination Date by which the Company has to consummate a Business Combination from March 2, 2024 (the “Previous Termination Date”) to April 2, 2024 (the “Articles Extension Date”) and to allow the Company without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis up to eleven times by an additional one month On February 27, 2024, the Second Extension Amendment Proposal was adopted and 390,815 Public Shares were redeemed for an aggregate amount of approximately $4,358,804. Following the adoption of the Second Extension Amendment Proposal, the Company had 3,799,016 Class A ordinary shares, including 3,300,016 Public Shares and 499,000 private placement shares, and 3,737,500 Class B ordinary shares issued and outstanding. Following the approval of the Second Extension Amendment Proposal, the ordinary shares held by the initial shareholders represented 56.2% of the issued and outstanding ordinary shares (including Private Placement Shares). For more information on the extensions that were approved to extend the Business Combination Period beyond April 2, 2024, see Note 9. On February 26, 2024, the Company received a notice from the staff of the Listing Qualifications Department (the “Listing Department”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, unless the Company timely requested a hearing (the “Hearing”) before the Nasdaq Hearings Panel (the “Panel”), trading of the Company’s securities on The Nasdaq Capital Market would be suspended at the opening of business on March 6, 2024, due to the Company’s noncompliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its Initial Public Offering registration statement. The Company timely requested the Hearing before the Panel to request sufficient time to complete the Company’s previously disclosed Proposed Adagio Business Combination. Subsequently, on March 26, 2024, the Company received an additional and separate notice from the staff of the Listing Department of Nasdaq formally notifying the Company that the deficiency under Nasdaq Listing Rule 5620(a) requiring the Company to hold an annual meeting of shareholders within twelve months of its fiscal year ended December 21, 2022, serves as an additional and separate basis for delisting. The Panel considered both matters at the hearing that was held on April 25, 2024. On May 13, 2024, the Panel issued written notice of its decision to grant the Company’s request for an exception to its listing deficiencies until August 23, 2024 in light of the progress the Company has made toward closing the Proposed Adagio Business Combination. The Panel advised the Company that August 23, 2024 represents the full extent of the Panel’s discretion to grant continued listing while the Company is non-compliant with the Nasdaq’s Listing Rules. There can be no assurance that the Company will be able to satisfy Nasdaq’s continued listing requirements, obtain a favorable determination of the Panel on the Company’s ability to remain listed on The Nasdaq Capital Market and maintain compliance with other Nasdaq listing requirements prior to or following the consummation of a Business Combination. On April 2, 2024, the Company approved the first one-month extension of the time period during which it may consummate an initial Business Combination. In connection with this extension of the Business Combination Period to May 2, 2024, the Company drew an aggregate of $111,000 from the Fourth Convertible Promissory Note. As provided for in the Amended and Restated Memorandum and Articles of Association, the Company will deposit the extension funds into the Trust Account. On May 2, 2024, the Company approved the second one-month extension of the time period during which it may consummate an initial Business Combination. In connection with this extension of the Business Combination Period to June 2, 2024, the Company drew an aggregate of $111,000 from the Fourth Convertible Promissory Note. As provided for in the Amended and Restated Memorandum and Articles of Association, the Company will deposit the extension funds into the Trust Account. The Company also drew $74,000 under the Fourth Convertible Promissory Note for general working capital purposes. On June 2, 2024, the Company approved the third one-month extension of the time period during which it may consummate an initial business combination (such time period, the “Business Combination Period”). In connection with this extension of the Business Combination Period to July 2, 2024 (the “Extension”), the Company drew an aggregate of $111,000 (the “Extension Funds”) from the unsecured promissory note in the principal amount of up to $1,000,000 (the “Fourth Convertible Promissory Note”), dated February 8, 2024, by and between the Company and ARYA Sciences Holdings IV (the “Sponsor”). As provided for in the Company’s amended and restated memorandum and articles of association (as amended, the “A&R Memorandum and Articles of Association”), the Company will deposit the Extension Funds into the trust account that was established by the Company in connection with its initial public offering (the “Trust Account”). The Company also drew $53,000 under the Fourth Convertible Promissory Note and $11,000 from the unsecured promissory note in the principal amount of $1,680,000, dated February 8, 2023, by and between the Company and the Sponsor for general working capital purposes (as amended on February 14, 2024, the “Second Convertible Promissory Note”). On June 28, 2024,the Company issued an unsecured convertible promissory note (the “Fifth Convertible Promissory Note”) to the Sponsor, pursuant to which the Company may borrow $150,000 (the “Working Capital Loan”) from the Sponsor for general corporate purposes and the funding of the deposits required to be made into the Company’s trust account in connection with the monthly extensions of the time period during which the Company may consummate a Business Combination (as defined below) in accordance with the Company’s amended and restated memorandum and articles of association, as amended from time to time. Such loan may, at the Sponsor’s discretion, be converted into the Company’s Class A ordinary shares, par value $0.0001 per share (the “Working Capital Shares”), at a conversion price equal to $10.00 per Working Capital Share. Going Concern As of June 30, 2024, the Company had $26,058 in its operating bank account and a working capital deficit of $10,287,324. As of June 30, 2024, there was $120,000 of borrowings outstanding under the First Convertible Promissory Note. As of June 30, 2024 and December 31, 2023, $1,585,000 was drawn under the Second Convertible Promissory Note. As of June 30, 2024 and December 31, 2023, $900,000 and $470,000, was drawn under the Third Promissory Note, respectively. As of June 30, 2024 and December 31, 2023, $540,000 and $0, was drawn under the Fourth Convertible Promissory Note, respectively. On July 31, 2024, the Company announced the closing of its previously announced Business Combination with Adagio Medical Inc. and Aja HoldCo Inc. (“ListCo”) (the “Closing”) (see Note 5). As of July 31, 2024, substantial doubt about the Company’s ability to continue as a going concern was alleviated due to the closing of a business combination. Risks and Uncertainties Results of operations and the Company’s ability to complete a Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control. The Company’s business of pursuing and consummating an initial Business Combination could be impacted by, among other things, downturns in the financial markets or in economic conditions, export controls, tariffs, trade wars, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine or the conflict in Israel and Palestine. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may materially impact the Company’s business and its ability to complete an initial Business Combination. | Note 1 — Description of Organization and Business Operations ARYA Sciences Acquisition Corp IV (the “Company”) was incorporated as a Cayman Islands exempted company on August 24, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. All activity for the period from August 24, 2020 (inception) through December 31, 2023 was related to the Company’s formation and initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of income earned on investments or cash held in the Trust Account (as defined below) from the proceeds derived from the Initial Public Offering. The Company’s sponsor is ARYA Sciences Holdings IV, a Cayman Islands exempted limited company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 25, 2021. On March 2, 2021, the Company consummated its Initial Public Offering of 14,950,000 Class A ordinary shares (the “Public Shares”), including the 1,950,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $149.5 million, and incurring offering costs of approximately $8.8 million, inclusive of approximately $5.2 million in deferred underwriting commissions (see Note 5). On August 8, 2022, the Company received a waiver from one of the underwriters of its Initial Public Offering pursuant to which such underwriter waived all rights to its 50% share of the deferred underwriting commissions payable upon completion of an initial Business Combination. In connection with this waiver, the underwriter also agreed that (i) this waiver is not intended to allocate its 50% portion of the deferred underwriting commissions to the other underwriter that has not waived its right to receive its share of the deferred underwriting commissions and (ii) the waived portion of the deferred underwriting commissions can, at the discretion of the Company, be paid to one or more parties or otherwise be used in connection with an initial Business Combination. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 499,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $149.5 million ($10.00 per Public Share) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and were invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company acting, as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the Extension Amendment Proposal described below. For more information on the partial liquidation of the Trust Account in connection with the adoption of the Extension Amendment Proposal and the related redemption of Class A ordinary shares, see below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Shareholders”) of Public Shares, with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company adopted upon the consummation of the Initial Public Offering and subsequently amended in connection with the adoption of Extension Amendment Proposal described below (as amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares they hold in favor of a Business Combination. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete its Business Combination within the time period during which the Company is required to consummate a Business Combination pursuant to the Amended and Restated Memorandum and Articles of Association (the “Business Combination Period”), or (b) with respect to any other provision relating to the rights of Public Shareholders, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company has not completed a Business Combination within the Business Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares held by them if the Company fails to complete a Business Combination within the Business Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Business Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commissions (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Business Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (excluding the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the assets in the Trust Account, in each case net of the interest that may be withdrawn to pay for the Company’s tax obligations. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. The Sponsor may not be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. On February 28, 2023, the Company held an extraordinary general meeting of shareholders in view of approving an amendment to its Amended and Restated Memorandum and Articles of Association to extend the date (the “Termination Date”) by which the Company has to consummate a Business Combination from March 2, 2023 (the “Original Termination Date”) to June 2, 2023 (the “Previous Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to nine times by an additional one month five days thirty-six months The Company approved one-month extensions on June 2, 2023, July 2, 2023, August 2, 2023, September 2, 2023, October 2, 2023, November 2, 2023 and December 2, 2023. In connection with the extensions on June 2, 2023, July 2, 2023, August 2, 2023, and September 2, 2023, the Company drew an aggregate amount of $560,000 from the Second Convertible Promissory Note in the principal amount of up to $1,680,000. In connection with the extensions on October 2, 2023, November 2, 2023 and December 2, 2023, the Company drew an aggregate amount of $420,000 from the Third Promissory Note (as defined below). The Company also drew additional funds under the Second Convertible Promissory Note and the Third Promissory Note in view of funding the Company’s ongoing working capital (for more information see Note 4). As contemplated by the Amended and Restated Memorandum and Articles of Association, the holders of Public Shares were able to elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account in connection with the Extension Amendment Proposal. On February 28, 2023, the Extension Amendment Proposal was adopted and 11,259,169 Public Shares were redeemed for an aggregate amount of $115,071,882. Following the adoption of the Extension Amendment Proposal, the Company has 4,189,831 Class A ordinary shares, including 3,690,831 Public Shares and 499,000 Private Placement Shares, and 3,737,500 Class B ordinary shares issued and outstanding. See “Note 9 – Subsequent Events” for more information on (i) additional redemptions in connection with the second amendment of the Amended and Restated Memorandum and Articles of Association to further extend the time period the Company has to consummate a Business Combination following March 2, 2024, and (ii) additional draws under the Third Promissory Note to fund additional one-month extensions that were approved subsequently to the date of financial statements included herein on January 2, 2024 and February 2, 2024. Going Concern As of December 31, 2023, the Company had $20,191 in its operating bank account and working capital deficit of $12,276,486. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, the loan of approximately $161,000 from the Sponsor pursuant to the Note (as defined in Note 4), the proceeds from the consummation of the Private Placement not held in the Trust Account, the First Convertible Promissory Note and the Second Convertible Promissory Note. The Company fully repaid the Note upon closing of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, affiliates of the Sponsor, or the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of December 31, 2023 and 2022, there were $2,175,000 and $120,000 of borrowings outstanding under the First Convertible Promissory Note, Second Convertible Promissory Note and Third Convertible Promissory Note (see Note 4 for additional information). The Company cannot provide any assurance that new financing along the lines detailed above will be available to it on commercially acceptable terms, if at all. Further, the Company has until the end of the Business Combination Period to consummate a Business Combination, but the Company cannot provide assurance that it will be able to consummate a Business Combination by that date. If a Business Combination is not consummated by the required date, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Basis of Presentation - Going Concern,” management has determined that the working capital deficit and mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete its initial Business Combination before the mandatory liquidation date; however, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Business Combination Period. No adjustments have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after the end of the Business Combination Period, nor do these financial statements include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Results of operations and the Company’s ability to complete a Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control. The Company’s business of pursuing and consummating an initial Business Combination could be impacted by, among other things, downturns in the financial markets or in economic conditions, export controls, tariffs, trade wars, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine or the conflict in Israel and Palestine. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may materially impact the Company’s business and its ability to complete an initial Business Combination. |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and immaterial amounts were accrued for the payment of penalties for the period from December 19, 2023 to December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Loss Per Common Stock Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. At December 31, 2023 the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then shares in the earnings of the Company. As a result, diluted loss per common stock is the same as basic loss per common stock for the period presented. Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2024 and December 31, 2023, the carrying values of accounts payable due to related party approximate their fair values due to the short-term nature of the instruments. Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2024. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and immaterial amounts were accrued for the payment of penalties for the years ended June 30, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net (Loss) Per Common Stock Net (loss) per common share is computed by dividing net (loss) by the weighted average number of common shares outstanding for the periods. Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. | |
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | |||
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been consolidated condensed or omitted from these unaudited consolidated condensed financial statements as they are not required for interim financial statements. In the opinion of management, the unaudited consolidated condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected through December 31, 2024 or any future periods. The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 29, 2024. Principles of Consolidation The accompanying unaudited consolidated condensed financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited consolidated condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Cash Balances The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2024 and December 31, 2023. Use of Estimates The preparation of unaudited consolidated condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the unaudited consolidated condensed financial statements. Actual results could differ from those estimates. Trust Account Initially, the Company’s portfolio of investments was comprised of U.S. Treasury securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income and unrealized gain on investments held in Trust Account in the accompanying consolidated condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company, acting as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the First Extension Amendment Proposal described above (see Note 1). Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2024 and December 31, 2023, the carrying values of cash, accounts payable, accrued expenses and due to related party approximate their fair values due to the short-term nature of the instruments. The fair value of investments held in Trust Account was determined using quoted prices in active markets. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ deficit. The Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2024 and December 31, 2023, 3,300,016 and 3,690,831 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2024 and December 31, 2023. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2024 and December 31, 2023, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with the Cayman Islands’ income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited consolidated condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income Per Ordinary Share The Company has two classes of shares: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the periods. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts): For the Three Months Ended June 30, 2024 2023 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 1,313,094 $ 1,291,832 $ 189,558 $ 191,955 Denominator: Basic and diluted weighted average shares outstanding 3,799,016 3,737,500 3,690,831 3,737,500 Basic and diluted net income per ordinary share $ 0.24 $ 0.24 $ 0.05 $ 0.05 For the Six Months Ended June 30, 2024 2023 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 1,207,966 $ 1,151,113 $ 361,341 $ 180,421 Denominator: Basic and diluted weighted average shares outstanding 3,922,090 3,737,500 7,485,358 3,737,500 Basic and diluted net income per ordinary share $ 0.21 $ 0.21 $ 0.05 $ 0.05 Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s unaudited consolidated condensed financial statements. | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Cash Balances The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2023. As of December 31, 2022, the Company had no cash equivalents, aside from the cash maintained in the Trust Account (see Note 8). Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Trust Account Initially, the Company’s portfolio of investments was comprised of U.S. Treasury securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income and unrealized gain on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company acting, as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the Extension Amendment Proposal described above (see Note 1). Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2023 and 2022, the carrying values of cash, accounts payable, accrued expenses and due to related party approximate their fair values due to the short-term nature of the instruments. As of December 31, 2022, the Company’s investments held in Trust Account were comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and were recognized at fair value. The fair value of investments held in Trust Account was determined using quoted prices in active markets. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company acting, as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the Extension Amendment Proposal described above (see Note 1). Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ deficit. The Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2023 and 2022, 3,690,831 and 14,950,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023 and 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2023 and 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with the Cayman Islands’ income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net (Loss) Income Per Ordinary Share The Company has two classes of shares: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted-average number of ordinary shares outstanding during the periods. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts): December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share Numerator: Allocation of net (loss) income, as adjusted $ (1,320,475) $ (812,860) $ 859,540 $ 207,944 Denominator: Basic and diluted weighted average shares outstanding 6,071,500 3,737,500 15,449,000 3,737,500 Basic and diluted net (loss) income per ordinary share $ (0.22) $ (0.22) $ 0.06 $ 0.06 Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. |
Initial Public Offering_2
Initial Public Offering | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||
Initial Public Offering | Note 3 — Initial Public Offering On March 2, 2021, the Company consummated its Initial Public Offering of 14,950,000 Public Shares, including the 1,950,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $149.5 million, and incurring offering costs of approximately $8.8 million, inclusive of approximately $5.2 million in deferred underwriting commissions. For more information on the Waiver related to a portion of the deferred underwriting commissions that the Company received on August 8, 2022 and the partial liquidation of the Trust Account in connection with the adoption of the First Extension Amendment Proposal, the Second Extension Amendment Proposal and the related redemptions of Class A ordinary shares, also see Note 1 above. | Note 3 — Initial Public Offering On March 2, 2021, the Company consummated its Initial Public Offering of 14,950,000 Public Shares, including the 1,950,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $149.5 million, and incurring offering costs of approximately $8.8 million, inclusive of approximately $5.2 million in deferred underwriting commissions. For more information on the waiver related to a portion of the deferred underwriting commissions that the Company received on August 8, 2022 and the partial liquidation of the Trust Account in connection with the adoption of the Extension Amendment Proposal and the related redemption of Class A ordinary shares, also see Note 1 above. |
Related Party Transactions_2
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||
Related Party Transactions Disclosure [Text Block] | Note 4 – Related Party Transactions Founder Shares On January 4, 2021, the Sponsor paid $25,000 to cover for certain expenses on behalf of the Company in exchange for issuance of 3,737,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). In February 2021, the Sponsor transferred an aggregate of 90,000 Founder Shares to the Company’s independent directors. The Sponsor agreed to forfeit up to 487,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement Shares) after the Initial Public Offering. The underwriters fully exercised the over-allotment option on March 2, 2021; thus, these 487,500 Founder Shares were no longer subject to forfeiture. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 30 be amended in connection with the Proposed Adagio Business Combination (as defined below) and the execution of the Investor Rights Agreement (as defined below), also see Note 5. Private Placement Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 499,000 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million. The Private Placement Shares are not transferable or salable until 30 days after the completion of the initial Business Combination. Certain proceeds from the Private Placement Shares have been added to the proceeds from the Initial Public Offering held in the Trust Account. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination. Related Party Loans On March 2, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover for expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”) and the Company subsequently reclassified the outstanding amount due to the Sponsor as borrowing under the Note. This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $161,000 under the Note and fully repaid the Note upon closing of the Initial Public Offering. Subsequent to the repayment, the loan facility was no longer available to the Company. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, affiliates of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay any Working Capital Loans that may have been extended to the Company by the Sponsor, affiliates of the Sponsor, or the Company’s officers and directors out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay any Working Capital Loans but no proceeds held in the Trust Account would be used to repay such Working Capital Loans. Except for the terms of the First Convertible Promissory Note, the Second Convertible Promissory Note, the Third Promissory Note and the Fourth Convertible Promissory Note, each as further described below, the terms of such Working Capital Loans have not been determined and no written agreements exist with respect to any other loans between the Company and the Sponsor, affiliates of the Sponsor, or the Company’s officers and directors. The Working Capital Loans would either be repaid upon the consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. Except as described below, as of June 30, 2024 and December 31, 2023, the Company had no other outstanding borrowings under Working Capital Loans. On November 7, 2022, the Company issued an unsecured convertible promissory note (the “First Convertible Promissory Note”) to the Sponsor, pursuant to which the Company borrowed $120,000 (the “First Convertible Working Capital Loan”) from the Sponsor for general corporate purposes. Such loan may, at the Sponsor’s discretion, be converted into Class A ordinary shares, par value $0.0001 per share, of the Company (the “Working Capital Shares”) at a conversion price equal to $10.00 per Working Capital Share. The terms of the Working Capital Shares will be identical to those of the Private Placement Shares that were issued to the Sponsor in connection with the Initial Public Offering. The First Convertible Working Capital Loan will not bear any interest and will be repayable by the Company to the Sponsor, if not converted or repaid on the effective date of a Business Combination involving the Company and one or more businesses. The maturity date of the First Convertible Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the First Convertible Promissory Note). The Company granted customary registration rights to the Sponsor with respect to any Working Capital Shares, which shall constitute “Registrable Securities” pursuant to that certain Registration and Shareholder Rights Agreement, dated March 2, 2021, by and among the Company, the Sponsor and the other parties thereto (the “Registration and Shareholders Rights Agreement”). Further, each newly issued Working Capital Share shall bear the same transfer restrictions that apply to the Private Placement Shares, as contemplated by the Letter Agreement, dated February 25, 2021, by and among the Company, the Sponsor and the other parties thereto (the “Letter Agreement”). As of June 30, 2024 and December 31, 2023, there were $120,000 of borrowings outstanding under the First Convertible Promissory Note. On February 28, 2023, the Company issued a non-interest bearing, unsecured convertible promissory note to the Sponsor in connection with the First Extension Amendment Proposal, pursuant to which the Company may borrow up to $1,680,000 from the Sponsor for general corporate purposes and the funding of the deposits that the Company is required to make pursuant to its Amended and Restated Memorandum and Articles of Association (as amended following the adoption of the First Extension Amendment Proposal at the Company’s extraordinary general meeting of shareholders on February 28, 2023) and following the request of the Sponsor in connection with an optional monthly extension of the time period during which the Company may consummate a Business Combination (the “Second Convertible Promissory Note”). Up to $1,380,000 of the amounts loaned under the Second Convertible Promissory Note will be convertible at the option of the Sponsor into Working Capital Shares. This working capital loan outstanding pursuant to the Second Convertible Promissory Note (the “Second Working Capital Loan”) will not bear any interest and will be repayable by the Company to the Sponsor to the extent the Company has funds available outside of the Trust Account and if not converted or repaid on the effective date of a Business Combination. The maturity date of the Second Convertible Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Second Convertible Promissory Note). The Company granted customary registration rights to the Sponsor with respect to any Working Capital Shares issued pursuant to the Second Convertible Promissory Note, which shall constitute “Registrable Securities” pursuant the Registration and Shareholders Rights Agreement. Further, each newly issued Working Capital Share shall bear the same transfer restrictions that apply to the Private Placement Shares, as contemplated by the Letter Agreement. On April 18, 2023, June 2, 2023, July 6, 2023, August 2, 2023 and September 5, 2023, the Company withdrew an additional $400,000, $140,000, $140,000, $140,000 and $165,000, respectively, from the Second Convertible Promissory Note (see Note 1). As of June 30, 2024 and December 31, 2023, $1,585,000 were drawn under the Second Convertible Promissory Note. On September 27, 2023, the Company issued an unsecured promissory note to the Sponsor (the “Third Promissory Note”), pursuant to which the Company may borrow $900,000 from the Sponsor for general corporate purposes and to fund the deposits required to be made into the Company’s trust account in connection with the monthly extensions of the time period during which the Company may consummate a business combination in accordance with the Company’s amended and restated memorandum and articles of association, as amended during the shareholder meeting on February 28, 2023. This working capital loan outstanding pursuant to the Third Promissory Note (the “Third Working Capital Loan”) will not bear any interest. In the event that the Company does not consummate a Business Combination, the Third Promissory Note will be repaid from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The maturity date of the Third Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Third Promissory Note). On October 2, 2023, November 2, 2023 and December 2, 2023, the Company approved the fifth, sixth and seventh one-month extension of the Business Combination Period, respectively. In connection with such extensions of the Business Combination Period to January 2, 2024, the Company drew an aggregate amount of $420,000 from the Third Promissory Note. As provided for in the Company’s amended and restated memorandum and articles of association, the Company deposited the extension funds into the trust account that was established by the Company in connection with its Initial Public Offering. The Company also drew an aggregate of $50,000 under the Third Promissory Note for working capital purposes. As of June 30, 2024, $900,000 was drawn under the Third Promissory Note. On February 8, 2024, the Company issued an unsecured convertible promissory note to the Sponsor (the “Fourth Convertible Promissory Note”), pursuant to which the Company may borrow $1,000,000 from the Sponsor for general corporate purposes and to fund the monthly deposits required to be made into the Trust Account in order to extend the time period during which the Company may consummate a Business Combination (the “Fourth Working Capital Loan”) in accordance with the Amended and Restated Memorandum and Articles of Association. The Fourth Working Capital Loan will not bear any interest. In the event that the Company does not consummate a Business Combination, the Fourth Convertible Promissory Note will be repaid from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The maturity date of the Fourth Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Fourth Convertible Promissory Note). Any Working Capital Shares issuable upon conversion of the Fourth Convertible Promissory Note will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act. As of June 30, 2024, $540,000 was drawn under the Fourth Convertible Promissory Note. On February 13, 2024, the Company and the Sponsor entered into an amendment to the Second Convertible Promissory Note, pursuant to which the total principal amount up to $1,680,000 of the amounts loaned under the Second Convertible Promissory Note will be convertible at the option of the Sponsor into Working Capital Shares upon the completion of a Business Combination. On February 13, 2024, the Company and the Sponsor also amended and restated the Third Promissory Note to provide that the total principal amount loaned under the Second Convertible Promissory Note will be convertible at the option of the Sponsor into Working Capital Shares upon the completion of a Business Combination. On June 28, 2024,the Company issued an unsecured convertible promissory note (the “Fifth Convertible Promissory Note”) to the Sponsor, pursuant to which the Company may borrow $150,000 (the “Working Capital Loan”) from the Sponsor for general corporate purposes and the funding of the deposits required to be made into the Company’s trust account in connection with the monthly extensions of the time period during which the Company may consummate a Business Combination (as defined below) in accordance with the Company’s amended and restated memorandum and articles of association, as amended from time to time. Such loan may, at the Sponsor’s discretion, be converted into the Company’s Class A ordinary shares, par value $0.0001 per share (the “Working Capital Shares”), at a conversion price equal to $10.00 per Working Capital Share. Upon the closing of the Business Combination on July 31, 2024 (see Note 5), all issued and outstanding First, Second, Third, Fourth and Fifth Convertible Promissory notes (discussed above and collectively referred to as the “Convertible Notes”), including any accrued and unpaid interest thereon, were fully converted into shares of New Adagio common stock and, or, Warrants in accordance with the terms of each Convertible Note, subject to adjustment, based on the terms and subject to the conditions set forth in the applicable bridge notes agreement and applicable subscription agreements. Administrative Support Agreement Commencing on the date that the Company’s registration statement relating to its Initial Public Offering was declared effective through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to reimburse the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $10,000 per month. The Company incurred approximately $0 and $30,000 in general and administrative expenses in the accompanying unaudited condensed statements of operations for the three months ended June 30, 2024 and 2023, respectively. The Company incurred approximately $30,000 and $60,000 in general and administrative expenses in the accompanying unaudited condensed statements of operations for the six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024 and December 31, 2023, the Company had $0 and $210,000, respectively, included in due to related party on the condensed balance sheets. | Note 4 — Related Party Transactions Founder Shares On January 4, 2021, the Sponsor paid $25,000 to cover for certain expenses on behalf of the Company in exchange for issuance of 3,737,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). In February 2021, the Sponsor transferred an aggregate of 90,000 Founder Shares to the Company’s independent directors. The Sponsor agreed to forfeit up to 487,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement Shares) after the Initial Public Offering. The underwriters fully exercised the over-allotment option on March 2, 2021; thus, these 487,500 Founder Shares were no longer subject to forfeiture. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 499,000 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million. The Private Placement Shares are not transferable or salable until 30 days after the completion of the initial Business Combination. Certain proceeds from the Private Placement Shares have been added to the proceeds from the Initial Public Offering held in the Trust Account. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination. Related Party Loans On March 2, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover for expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”) and the Company subsequently reclassified the outstanding amount due to the Sponsor as borrowing under the Note. This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $161,000 under the Note and fully repaid the Note upon closing of the Initial Public Offering. Subsequent to the repayment, the loan facility was no longer available to the Company. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, affiliates of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay any Working Capital Loans that may have been extended to the Company by the Sponsor, affiliates of the Sponsor, or the Company’s officers and directors out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay any Working Capital Loans but no proceeds held in the Trust Account would be used to repay such Working Capital Loans. Except for the terms of the First Convertible Promissory Note, the Second Convertible Promissory Note and the Third Promissory Note, each as further described below, the terms of such Working Capital Loans have not been determined and no written agreements exist with respect to any other loans between the Company and the Sponsor, affiliates of the Sponsor, or the Company’s officers and directors. The Working Capital Loans would either be repaid upon the consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. Except as described below, as of December 31, 2023 and 2022, the Company had no other outstanding borrowings under Working Capital Loans. On November 7, 2022, the Company issued an unsecured convertible promissory note (the “First Convertible Promissory Note”) to the Sponsor, pursuant to which the Company borrowed $120,000 (the “First Convertible Working Capital Loan”) from the Sponsor for general corporate purposes. Such loan may, at the Sponsor’s discretion, be converted into Class A ordinary shares, par value $0.0001 per share, of the Company (the “Working Capital Shares”) at a conversion price equal to $10.00 per Working Capital Share. The terms of the Working Capital Shares will be identical to those of the Private Placement Shares that were issued to the Sponsor in connection with the Initial Public Offering. The First Convertible Working Capital Loan will not bear any interest and will be repayable by the Company to the Sponsor, if not converted or repaid on the effective date of a Business Combination involving the Company and one or more businesses. The maturity date of the First Convertible Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the First Convertible Promissory Note). The Company granted customary registration rights to the Sponsor with respect to any Working Capital Shares, which shall constitute “Registrable Securities” pursuant to that certain Registration and Shareholder Rights Agreement, dated March 2, 2021, by and among the Company, the Sponsor and the other parties thereto (the “Registration and Shareholders Rights Agreement”). Further, each newly issued Working Capital Share shall bear the same transfer restrictions that apply to the Private Placement Shares, as contemplated by the Letter Agreement, dated February 25, 2021, by and among the Company, the Sponsor and the other parties thereto (the “Letter Agreement”). As of December 31, 2023 and 2022, there were $120,000 and $120,000 of borrowings outstanding under the First Convertible Promissory Note, respectively. On February 28, 2023, the Company issued a non-interest bearing, unsecured convertible promissory note to the Sponsor in connection with the Extension Amendment Proposal, pursuant to which the Company may borrow up to $1,680,000 from the Sponsor for general corporate purposes and the funding of the deposits that the Company is required to make pursuant to its Amended and Restated Memorandum and Articles of Association (as amended following the adoption of the Extension Amendment Proposal at the Company’s extraordinary general meeting of shareholders on February 28, 2023) and following the request of the Sponsor in connection with an optional monthly extension of the time period during which the Company may consummate a Business Combination (the “Second Convertible Promissory Note”). Up to $1,380,000 of the amounts loaned under the Second Convertible Promissory Note will be convertible at the option of the Sponsor into Working Capital Shares. This working capital loan outstanding pursuant to the Second Convertible Promissory Note (the “Second Working Capital Loan”) will not bear any interest, and will be repayable by the Company to the Sponsor to the extent the Company has funds available outside of the Trust Account and if not converted or repaid on the effective date of a Business Combination. The maturity date of the Second Convertible Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Second Convertible Promissory Note). The Company granted customary registration rights to the Sponsor with respect to any Working Capital Shares issued pursuant to the Second Convertible Promissory Note, which shall constitute “Registrable Securities” pursuant the Registration and Shareholders Rights Agreement. Further, each newly issued Working Capital Share shall bear the same transfer restrictions that apply to the Private Placement Shares, as contemplated by the Letter Agreement. See Note 9 for information on the amendment to the Second Promissory Note that was adopted in connection with a proposed Business Combination. On April 18, 2023, June 2, 2023, July 6, 2023, August 2, 2023 and September 5, 2023, the Company withdrew an additional $400,000, $140,000, $140,000, $140,000 and $165,000, respectively, from the Second Convertible Promissory Note (see Note 1). As of December 31, 2023 and 2022, $1,585,000 and $0, respectively, were drawn under the Second Convertible Promissory Note. On September 27, 2023, the Company issued an unsecured promissory note to the Sponsor (the “Third Promissory Note”), pursuant to which the Company may borrow $900,000 from the Sponsor for general corporate purposes and to fund the deposits required to be made into the Company’s trust account in connection with the monthly extensions of the time period during which the Company may consummate a business combination in accordance with the Company’s amended and restated memorandum and articles of association, as amended during the shareholder meeting on February 28, 2023. This working capital loan outstanding pursuant to the Third Promissory Note (the “Third Working Capital Loan”) will not bear any interest. In the event that the Company does not consummate a Business Combination, the Third Promissory Note will be repaid from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The maturity date of the Third Working Capital Loan may be accelerated upon the occurrence of an Event of Default. On October 2, 2023, November 2, 2023 and December 2, 2023, the Company approved the fifth, sixth and seventh one-month extension of the Business Combination Period, respectively. In connection with such extensions of the Business Combination Period to January 2, 2024, the Company drew an aggregate amount of $420,000 from the Third Promissory Note. As provided for in the Company’s amended and restated memorandum and articles of association, the Company deposited the extension funds into the trust account that was established by the Company in connection with its Initial Public Offering. The Company also drew an aggregate of $50,000 under the Third Promissory Note for working capital purposes. As of December 31, 2023, $470,000 was drawn under the Third Promissory Note. See Note 9 for information on the amendment to the Third Promissory Note that was adopted in connection with a proposed Business Combination and for information on the Fourth Promissory Note (as defined below) that was adopted subsequently to date of the financial statements included herein. Administrative Support Agreement Commencing on the date that the Company’s registration statement relating to its Initial Public Offering was declared effective through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to reimburse the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $10,000 per month. The Company incurred approximately $120,000 and $120,000 in general and administrative expenses in the accompanying statements of operations for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, the Company had $210,000 and $90,000, respectively, included in due to related party on the balance sheets. |
Commitments and Contingencies_8
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies | Note 4 — Commitments and Contingencies Business Combination Agreement On February 13, 2024, the Parent, the Company, Aja Merger Sub 1, a Cayman Islands exempted company (“ARYA Merger Sub”), Aja Merger Sub 2, Inc., a Delaware corporation (“Adagio Merger Sub”), and Adagio Medical, Inc. (“Adagio”) entered into a business combination agreement (the “Business Combination Agreement”), in connection with a proposed business combination (the “Proposed Adagio Business Combination”), which contains certain customary representations, warranties, and covenants by the parties thereto. As further described in the Business Combination Agreement, the closing of the Proposed Adagio Business Combination (the “Closing” and the date on which the Closing occurs, the “Closing Date”) is subject to certain customary conditions and risks. “New Adagio” refers to the Company after giving effect to the Business Combination. The Business Combination Agreement provides, among other things, for the consummation of the following transactions: 1. ARYA Merger Sub will merge with and into the Parent (the “ARYA Merger”) and Adagio Merger Sub will merge with and into Adagio (the “Adagio Merger” and, together with the ARYA Merger, the “Mergers”), with the Parent and Adagio surviving the Mergers and, after giving effect to such Mergers, each of the Parent and Adagio becoming a wholly owned subsidiary of the Company, on the terms and subject to the conditions in the Business Combination Agreement; 2. (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share, of the Parent (the “Class A ordinary shares”) will be automatically cancelled, extinguished and converted into the right to receive one share of common stock, par value $0.0001 per share, of New Adagio (the “New Adagio Common Stock”) and (ii) each issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Parent (the “Class B ordinary shares”) will be automatically cancelled, extinguished and converted into the right to receive one share of New Adagio Common Stock, other than 1,000,000 Class B ordinary shares that will be forfeited by the Sponsor and issued to PIPE Investors (as defined below), including Perceptive Life Sciences Master Fund, Ltd, a Cayman Islands exempted company (the “Perceptive PIPE Investor”). 1,147,500 shares of New Adagio Common Stock issuable to the Sponsor will be subject to share trigger price vesting and will vest if, prior to the tenth anniversary of the Closing, the post-closing share price of New Adagio equals or exceeds $24.00 per share for any 20 trading days within any 30 trading day period (the “Share Trigger Price Vesting”); and 3. (i) each warrant of Adagio will be either (x) terminated, or (y) “net” exercised in exchange for shares of common stock, par value $0.01 per share, of Adagio (“Adagio Common Stock”); (ii) all issued and outstanding unsecured convertible promissory notes of Adagio (excluding the Bridge Financing Notes (as defined below) and the 2024 Bridge Financing Notes (as defined below)) (the “Adagio Convertible Notes”), including any accrued and unpaid interest thereon, will be automatically and fully converted into shares of Adagio Common Stock in accordance with the terms of such Adagio Convertible Notes and such Adagio Convertible Notes will be cancelled, satisfied, extinguished, discharged and retired in connection with such conversion (the “Adagio Convertible Notes Conversion”); (iii) each share of preferred stock, par value $0.001 per share, of Adagio (the “Adagio Preferred Stock”) that is issued and outstanding will be automatically converted into shares of Adagio Common Stock and each such share of Adagio Preferred Stock will be cancelled; (iv) all issued and outstanding shares of Adagio Common Stock (other than treasury shares and shares with respect to which appraisal rights under the Delaware General Corporation Law, as amended, are properly exercised and not withdrawn) will be automatically cancelled, extinguished and converted into the right to receive shares of New Adagio Common Stock based on the exchange ratio set forth in the Business Combination Agreement; (v) each issued, outstanding and unexercised option to purchase Adagio Common Stock (“Adagio Option”) that is vested as of such time or will vest in connection with, or after taking into account the effect of, the consummation of the transactions contemplated by the Business Combination Agreement with an aggregate value that exceeds the aggregate exercise price of such Adagio Option (each an “In-the-Money Adagio Option”) will be cancelled and extinguished in exchange for options to purchase shares of New Adagio Common Stock, and each issued and outstanding Adagio equity award (other than an In-the-Money Adagio Option) will automatically be canceled and extinguished for no consideration and each holder thereof will cease to have any rights with respect thereto. Amendment to the Business Combination Agreement On June 25, 2024, the Parent and Adagio entered into a Consent and Amendment No. 1 to the Business Combination Agreement (the “Amendment No. 1”), pursuant to which, among other things: (i) the Parent consented to Adagio entering an exchange agreement (the “Exchange Agreement”) and the transactions contemplated thereunder with RA Capital Healthcare Fund, L.P., a Delaware limited partnership (“RA Capital”), pursuant to which, RA Capital would exchange a certain number of its existing Company Series E Preferred Shares (as defined in the Business Combination Agreement) for pre-funded warrants (each, a “Pre-Funded Warrant for Series E Preferred Shares”) to purchase Company Series E Preferred Shares, with each Pre-Funded Warrant for Series E Preferred Shares issued and outstanding as of immediately prior to the Company Merger Effective Time (as defined in the Business Combination Agreement) being automatically canceled and extinguished and converted into the right to receive a number of HoldCo Shares (as defined in the Business Combination Agreement) equal to the Exchange Ratio (as defined in the Business Combination Agreement); (ii) the definition of the term “Fully Diluted HoldCo Closing Capitalization” as provided in the Business Combination Agreement was expanded to include the number of pre-funded warrants outstanding immediately after the Company Merger Effective Time that each represented the right to purchase HoldCo Shares; (iii) (a) the aggregate share reserve under the Key Employee Incentive Plan (as defined in the Business Combination Agreement) should be up to the Key Employee Incentive Plan Maximum Amount, which was the aggregate number of HoldCo Shares equal to the product obtained by multiplying (A) the quotient of (x) fifteen percent (15%) divided by (y) thirty-five percent (35%) by (B) the Aggregate Incentive Equity Pool, which was the aggregate number of HoldCo Shares equal to (x) the Aggregate HoldCo Share Reserve (as defined hereunder) minus (y) the Fully Diluted HoldCo Closing Capitalization, and (b) the aggregate share reserve under the HoldCo Incentive Equity Plan (as defined in the Business Combination Agreement) should be equal to the Incentive Equity Plan Maximum Amount plus an increase as provided in the Business Combination Agreement, which Incentive Equity Plan Maximum Amount was the aggregate number of HoldCo Shares equal to the product obtained by multiplying (A) the quotient of (x) twenty percent (20%) divided by (y) thirty-five percent (35%) by (B) the Aggregate Incentive Equity Pool; and (iv) following the Closing, ListCo’s name would be changed to “Adagio Medical Holdings, Inc.” (or such other name mutually agreed to by ARYA and Adagio). As defined in the Amendment No. 1, “Aggregate HoldCo Share Reserve” meant the aggregate number of HoldCo Shares equal to the quotient obtained by dividing (i) the Fully Diluted HoldCo Closing Capitalization by (ii) sixty-five percent (65%). PIPE Financing (Private Placement) In connection with the execution of the Business Combination Agreement, ListCo and the Parent entered into Subscription Agreements (the “Subscription Agreements”) with the Perceptive PIPE Investor and certain other investors (the “Other PIPE Investors,” and, together with the Perceptive PIPE Investor, the “PIPE Investors”), pursuant to which the PIPE Investors committed financing valued at approximately $64.5 million, which includes (i) 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 date the Closing occurs (the “Closing Date”), (ii) non-redemption commitments by certain investors that are shareholders of the Parent, (iii) agreements to subscribe for and purchase shares of New Adagio Common Stock, (iv) the contribution of $29,500,000 of 2023 Bridge Financing Notes to ListCo pursuant to the terms of the Subscription Agreement executed by the Perceptive PIPE Investor, and (v) an additional cash investment by the Perceptive PIPE Investor of approximately $15.9 million (which amount may be reduced by up to approximately $1,070,575 subject to Additional Financing being raised prior to Closing), as described in more detail below (together, the “PIPE Financing”). In connection with the PIPE Financing, the PIPE Investors will also subscribe for (i) warrants to purchase shares of New Adagio Common Stock at $10.00 per share, subject to adjustment (the “Base Warrants”) or (ii) a combination of Base Warrants and pre-funded warrants, each exercisable for one share of New Adagio Common Stock at $0.01 per share (the “Pre-Funded Warrants,” and together with the Base Warrants, the “PIPE Warrants”). As provided for in the Subscription Agreements, the number of shares of New Adagio Common Stock and Base Warrants issuable to the PIPE Investors will depend on the redemption value of the Class A ordinary shares at Closing, the average per share price of the Class A ordinary shares purchased by certain PIPE Investors in the open market and the amount of interest on the 2023 Bridge Financing Notes that will have accrued and be unpaid at Closing and be contributed to ListCo in exchange for shares of New Adagio Common Stock. The shares of New Adagio Common Stock and PIPE Warrants to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. ListCo will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent Closing. The Company has concluded that the New Adagio Common Stock and PIPE Warrants to be issued under certain of the Subscription Agreements (the “Open Market Subscription Agreements”) that include an open market purchase and non-redemption obligation for subscribing investors (the “Open Market Investors”) qualify as equity under ASC 815-40 (“Derivatives and Hedging–Contracts in Entity’s Own Equity”); therefore, the Company will recognize the New Adagio Common Stock and PIPE Warrants to be issued under such Open Market Subscription Agreements (such securities, the “Open Market PIPE Securities”) by recording an entry to additional paid-in capital in stockholder’s deficit in its balance sheet. In accordance with ASC 815-40-30-1, the New Adagio Common Stock and PIPE Warrants will be recorded and measured at fair value (i.e., most often representative of proceeds received for equity-linked instruments; however, when estimating the fair value of the New Adagio Common Stock and PIPE Warrants, the Company has followed the guidance in ASC 820, “Fair Value Measurement.” In connection with Open Market Investor’s commitment to irrevocably subscribe for and agree to purchase from ListCo the number of Open Market PIPE Securities set forth on the signature page of the applicable Open Market Subscription Agreements, on the terms and subject to the conditions set forth in such Open Market Subscription Agreements, which include, without limitation, the agreement not to redeem the Class A ordinary shares purchased in the open market prior to Closing, the Company will record an amount equal to the full fair value of the New Adagio Common Stock and PIPE Warrants to be issued to the Open Market PIPE Investor in connection with the Closing. On July 23, 2024, the Perceptive Life Sciences Master Fund, Ltd., a Cayman Islands exempted company (the “Perceptive PIPE Investor”) indicated an interest to increase its investment in the PIPE Financing by such amount that is necessary for the minimum unrestricted cash condition of the Contingent Investor to be met. Such additional subscription would be on the same terms as provided in the Subscription Agreement that the Perceptive PIPE Investor executed on February 13, 2024 and amended on June 24, 2024. On July 31, 2024, ListCo and ARYA entered into an Amended and Restated Subscription Agreement (the “Perceptive Amended and Restated Subscription Agreement”) with the Perceptive PIPE Investor to amend and restate the Perceptive PIPE Investor’s Subscription Agreement (the “Perceptive Initial Subscription Agreement”) entered into by and among the same parties on February 13, 2024 (as amended on June 24, 2024). Pursuant to the Perceptive Amended and Restated Subscription Agreement, among other things, the amount of the Additional Cash (as defined in the Initial Subscription Agreement) was increased from approximately $8,070,575 to approximately $15,875,568, such that the minimum unrestricted cash condition of the Contingent Investor would be met. The increase of the Additional Cash resulted in the issuance of approximately 936,600 additional shares of New Adagio Common Stock at Closing to the Perceptive PIPE Investor. Convertible Security Financing (Private Placement) In connection with the execution of the Business Combination Agreement, certain investors, including the Perceptive PIPE Investor (the “Convert Investors”), executed a securities purchase agreement, dated February 13, 2024, with the Company (such agreement and any assignment agreement thereunder in connection with any Additional Financing, the “Convertible Security Subscription Agreement”), pursuant to which the Company issued on the Closing Date to the Convert Investors $20,000,000 aggregate principal amount of 13% senior secured convertible notes (the “New Adagio Convertible Notes”), which will be convertible into shares of New Adagio Common Stock at a conversion price of $10.00 per share, subject to adjustment (the “Conversion Shares”), and 1,500,000 warrants (the “Convert Warrants”), which will be exercisable on a cashless basis or for cash at a price of $24.00 per share, subject to adjustment (the “Base Convert Financing”), and will expire on the seventh anniversary of the Closing. Such $20,000,000 investment in New Adagio Convertible Notes includes the Perceptive Convertible Note Commitment (as defined below) and includes the conversion of the 2024 Bridge Financing Notes (as defined below) into New Adagio Convertible Notes at Closing, subject in each case to Additional Financing being raised prior to Closing, as further described below. The New Adagio Convertible Notes will have a maturity of 3 years and nine months On the Closing Date, pursuant to the terms of the 2024 Bridge Financing Notes and the 2024 Bridge Financing Note Subscription Agreement, the 2024 Bridge Financing Notes will convert into $7,000,000 of New Adagio Convertible Notes and 525,000 Convert Warrants, and the Perceptive PIPE Investor will subscribe for an additional $3,000,000 aggregate principal amount of New Adagio Convertible Notes and 225,000 Convert Warrants, on the same terms as the other Convert Investors executing the Convertible Security Subscription Agreement (such additional investment by the Perceptive PIPE Investor, the “Perceptive Convertible Note Commitment,” and together with the Base Convert Financing, the “Convertible Security Financing”). Subject to the Parent and New Adagio receiving any new financing or commitment for financing (any such financing, an “Additional Financing”), whether in the form of equity, debt or convertible debt, before the Closing Date, the Perceptive PIPE Investor may request that, on the Closing Date, the 2024 Bridge Financing Note is repaid, the Perceptive Convertible Note Commitment is reduced or a combination of both. The New Adagio Convertible Notes and the Convert Warrants issuable in connection with the Convertible Security Financing have not been registered under the Securities Act and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. The Company will grant the Convert Investors certain registration rights in connection with the Convertible Security Financing. The Convertible Security Financing is contingent upon, among other things, the substantially concurrent Closing. As set forth in the Convertible security Subscription Agreement, the closing of $7,500,000 of financing by a Convert Investor is conditioned on New Adagio having a certain amount of available cash on the Closing Date. Pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, the Company, certain of its subsidiaries (other than Adagio Medical GmbH, a company organized under the laws of Germany and an excluded subsidiary thereunder) (the “Subsidiaries”) and the collateral agent (the “Collateral Agent”) on behalf of the Convert Investors, will enter into a security and pledge agreement (the “Convert Security Document”), pursuant to which the Company and the Subsidiaries will (i) pledge the equity interests in the Subsidiaries to the Collateral Agent, (ii) pledge all of their respective promissory notes, securities and other instruments evidencing indebtedness to the Collateral Agent, and (iii) grant to the Collateral Agent a security interest in and lien on all of their respective personal property and assets, including, among other items, all of their deposit accounts, chattel paper, documents, equipment, general intangibles, instruments and inventory, and all proceeds therefrom, in each case subject to customary exceptions, all as set forth in the form of the Convert Security Document. Additionally, pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, the Subsidiaries will deliver a guaranty (the “Convert Guaranty”) to the Collateral Agent pursuant to which the Subsidiaries will, jointly and severally, guarantee the Company’s obligation to repay the New Adagio Convertible Notes and all other obligations of the Company under the Convertible Security Subscription Agreement and the New Adagio Convertible Notes and other related transaction documents, as set forth in the form of the Convert Guaranty. Any additional subsidiaries of the Company formed or acquired after the closing date will be required to join the Convert Guaranty as additional guarantors. Non-Redemption Subscription Agreements In connection with the execution of the Business Combination Agreement, ListCo and the Parent entered into Non-redemption Subscription Agreements (the “Non-redemption Subscription Agreements”) with certain other investors (the “Non-Redeeming Subscribed Investors”) pursuant to which the Non-Redeeming Subscribed Investors committed financing valued at approximately $2,000,000, which includes ListCo is seeking commitments from interested investors to purchase in a private placement, contingent upon, and substantially concurrently with the closing of the Transaction, (i) shares (the “Shares”) of ListCo’s common stock, par value $0.0001 per share (the “Common Stock”), (ii) warrants, each representing the right to purchase shares of Common Stock and to be represented by a warrant and (iii) the Investor and its affiliates agree (a) not to sell or transfer any of the Non-Redeeming Subscribed Investors’s Shares prior to the closing of the Transaction and (b) not to redeem any Investor Company Shares prior to or in connection with the Transaction. On the Closing Date, Non-Redeeming Subscribed Investors shall deliver evidence reasonably satisfactory to ListCo that Investor continues to hold the Investor Company Shares and has not tendered such shares for redemption. The Company has concluded that the New Adagio Common Stock and Warrants (“Non-Redeeming Shares and Warrants”) issued under certain Non-redemption Subscription Agreements qualify as equity under ASC 815-40 (“Derivatives and Hedging–Contracts in Entity’s Own Equity”). As a result, the Company will recognize any Shares and Warrants issued under the Non-redemption Subscription Agreements within stockholder’s deficit. In accordance with ASC 815-40, any Shares and Warrants issued under the Non-redemption Subscription Agreements will be recorded and measured at fair value, which is typically representative of the proceeds received for equity-linked instruments. When estimating the fair value of these instruments, the Company follows the guidance in ASC 820, “Fair Value Measurement.” As a result of the Non-Redeeming Subscribed Investors’ commitment to irrevocably subscribe for and purchase the number of Non-Redeeming Shares and Warrants listed in the Non-redemption Subscription Agreements, the Company agrees to the terms and conditions set forth in the agreements, including agreeing to not redeem the Class A ordinary shares purchased in the open market by the Non-Redeeming Subscribed Investors’ before closing. The Company will record an amount equal to the full fair value of the Non-Redeeming Shares and Warrants to be issued to the Non-Redeeming Subscribed Investor at the closing as a result of the Non-Redeeming Subscribed Investors’ commitment, as described above. Approval of Business Combination Agreement On July 26, 2024, the Parent held an annual general meeting of shareholders (the “Meeting”) to consider and vote upon the Business Combination Proposal, the ARYA Merger Proposal, the Director Election Proposal and the Adjournment Proposal, each as more fully described in the definitive proxy statement/prospectus that the Company filed with the SEC on July 12, 2024 (the “Proxy Statement”). The shareholders of the Parent approved the Business Combination Proposal, the ARYA Merger Proposal and the Director Election Proposal. As there were sufficient votes to approve the Business Combination Proposal, the ARYA Merger Proposal and the Director Election Proposal, the Adjournment Proposal was not presented to shareholders. Consummation of Business Combination On July 31, 2024, Adagio announced the closing of its previously announced Business Combination with the Parent and the Company. In connection with the closing of the Business Combination, the Company changed its name to “Adagio Medical Holdings, Inc.” The common stock of New Adagio began trading on August 1, 2024, under the symbols ADGM on the Nasdaq Capital Market. Upon the consummation of the Business Combination, Adagio and the Parent became the direct wholly owned subsidiaries of Adagio Medical Holding, Inc. In connection with the Business Combination, the combined company raised financing valued at approximately $84.2 million, which consisted of funds held in the Parent’s trust account, a concurrent equity and warrant private placement (including $29.5 million of bridge financing used by Adagio prior to closing and funds from the Parent’s trust account not redeemed) led by, among others, Perceptive PIPE Investor, RA Capital Management and RTW Investments, and a concurrent convertible security financing (including $7.0 million of bridge financing used by Adagio prior to closing) led by, among others, an institutional investor and Perceptive PIPE Investor. The Business Combination is expected to be accounted for as a forward merger in accordance with U.S. GAAP. Under this method of accounting, ListCo is treated as the “accounting acquirer” and Adagio as the “accounting acquiree” for financial reporting purposes. Accordingly, the Business Combination is expected to be accounted for using the acquisition method of accounting. The acquisition method of accounting is based on FASB ASC 805 and uses the fair value concepts defined in ASC 820. As of the date the condensed consolidated financial statements are available to be issued, the Company is still in the process of analyzing the accounting impact of the Business Combination. | |
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares and Private Placement Shares, including Private Placement Shares that may be issued upon conversion of Working Capital Loans, are entitled to registration rights pursuant to the Registration and Shareholders Rights Agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Company’s completion of its Business Combination. However, the Registration and Shareholders Rights Agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the Founder Shares, in accordance with the Letter Agreement, the Company’s initial shareholders entered into and (ii) in the case of the Private Placement Shares, 30 days after the completion of the Company’s Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. See below for information on the Investor Rights Agreement that was executed in connection with a proposed Business Combination and that will replace the Registration and Shareholders Rights Agreement in connection with the closing of the proposed Business Combination. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 1,950,000 additional Public Shares to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. On March 2, 2021, the underwriters fully exercised the over-allotment option. The underwriters were paid an underwriting discount of $0.20 per Public Share, or approximately $3.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Public Share, or approximately $5.2 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On August 8, 2022, the Company received the Waiver from one of the underwriters. In connection with the Waiver, the underwriter also agreed that (i) the Waiver is not intended to allocate its 50% portion of the deferred underwriting commissions to the other underwriter that has not waived its right to receive its share of the deferred underwriting commissions and (ii) the waived portion of the deferred underwriting commissions can, at the discretion of the Company, be paid to one or more parties or otherwise be used in connection with an initial Business Combination. During the period ended September 30, 2023, the Company derecognized approximately $2.6 million of the deferred underwriting commissions and recorded an adjustment to the carrying value of the shares of Class A ordinary shares subject to redemption. Upon the closing of the Business Combination on July 31, 2024, as discussed below, the Company was granted the option to issue shares in lieu of a cash payment for transaction expenses and deferred fees incurred by its underwriter, within 60 days of the closing, as of the filing, the Company has not effectuated this option. At Closing the Company incurred an additional transaction closing fee of $1,268,875. The Company’s total costs due to the underwriter was $3,885,125 at closing. Business Combination Agreement On February 13, 2024, the Company, ListCo, Aja Merger Sub 1, a Cayman Islands exempted company (“ARYA Merger Sub”), Aja Merger Sub 2, Inc., a Delaware corporation (“Adagio Merger Sub”), and Adagio Medical, Inc. (“Adagio”) entered into a business combination agreement (the “Business Combination Agreement”), in connection with a proposed business combination (the “Proposed Adagio Business Combination”), which contains certain customary representations, warranties, and covenants by the parties thereto. As further described in the Business Combination Agreement, the closing of the Proposed Adagio Business Combination (the “Closing”) is subject to certain customary conditions and risks. The Business Combination Agreement provides, among other things, for the consummation of the following transactions: 1. ARYA Merger Sub will merge with and into the Company (the “ARYA Merger”) and Adagio Merger Sub will merge with and into Adagio (the “Adagio Merger” and, together with the ARYA Merger, the “Mergers”), with the Company and Adagio surviving the Mergers and, after giving effect to such Mergers, each of the Company and Adagio becoming a wholly owned subsidiary of ListCo, on the terms and subject to the conditions in the Business Combination Agreement; 2. (i) each issued and outstanding Class A ordinary share will be automatically cancelled, extinguished and converted into the right to receive one share of common stock, par value $0.0001 per share, of ListCo after giving effect to the consummation of the transactions contemplated by the Business Combination Agreement (“New Adagio”) (the “New Adagio Common Stock”) and (ii) each issued and outstanding Class B ordinary share will be automatically cancelled, extinguished and converted into the right to receive one share of New Adagio Common Stock, other than 1,000,000 Class B ordinary shares that will be forfeited by the Sponsor, and issued to PIPE Investors (as defined below), including Perceptive Life Sciences Master Fund, Ltd, a Cayman Islands exempted company (the “Perceptive PIPE Investor”). 1,147,500 shares of New Adagio Common Stock issuable to the Sponsor will be subject to share trigger price vesting and will vest if, prior to the tenth anniversary of the Closing, the post-closing share price of New Adagio equals or exceeds $24.00 per share for any 20 trading days within any 30 trading day period (the “Share Trigger Price Vesting”); 3. (i) each warrant of Adagio will be either (x) terminated, or (y) “net” exercised in exchange for shares of common stock, par value $0.01 per share, of Adagio (“Adagio Common Stock”); (ii) all issued and outstanding unsecured convertible promissory notes of Adagio (excluding the convertible notes issued by Adagio to the Perceptive PIPE Investor pursuant to the note purchase agreements dated April 4, 2023 and November 28, 2023, between Adagio and the Perceptive PIPE Investor (collectively, the “2023 Bridge Financing Notes”) and the 2024 Bridge Financing Notes (as defined below)) (the “Adagio Convertible Notes”), including any accrued and unpaid interest thereon, will be automatically and fully converted into shares of Adagio Common Stock in accordance with the terms of such Adagio Convertible Notes and such Adagio Convertible Notes will be cancelled, satisfied, extinguished, discharged and retired in connection with such conversion (the “Adagio Convertible Notes Conversion”); (iii) each share of preferred stock, par value $0.001 per share, of Adagio (the “Adagio Preferred Stock”) that is issued and outstanding will be automatically converted into shares of Adagio Common Stock and each such share of Adagio Preferred Stock will be cancelled; (iv) all issued and outstanding shares of Adagio Common Stock (other than treasury shares and shares with respect to which appraisal rights under the Delaware General Corporation Law, as amended, are properly exercised and not withdrawn) will be automatically cancelled, extinguished and converted into the right to receive shares of New Adagio Common Stock based on the exchange ratio set forth in the Business Combination Agreement; (v) each issued, outstanding and unexercised option to purchase Adagio Common Stock (“Adagio Option”) that is vested as of such time or will vest in connection with, or after taking into account the effect of, the consummation of the transactions contemplated by the Business Combination Agreement with an aggregate value that exceeds the aggregate exercise price of such Adagio Option (each an “In-the-Money Adagio Option”) will be cancelled and extinguished in exchange for options to purchase shares of New Adagio Common Stock, and each issued and outstanding Adagio equity award (other than an In-the-Money Adagio Option) will automatically be canceled and extinguished for no consideration and each holder thereof will cease to have any rights with respect thereto. Amendment to the Business Combination Agreement On June 25, 2024, the Company and Adagio entered into a Consent and Amendment No. 1 to the Business Combination Agreement (the “ Amendment No. 1 Exchange Agreement RA Capital Pre-Funded Warrant for Series E Preferred Shares Sponsor Letter Agreement Concurrently with the execution of the Business Combination Agreement, the Company, the Sponsor, each holder of Class B ordinary shares (the “Other Class B Shareholders” and with the Sponsor, the “Class B Shareholders”), including the Company’s directors and officers (together with the Class B Shareholders, the “Insiders”), ListCo and Adagio entered into a letter agreement (the “Sponsor Letter Agreement”), pursuant to which, among other things, (i) each Class B Shareholder agreed to vote in favor of each of the transaction proposals to be voted upon at the meeting of the Company’s shareholders, including approval of the Business Combination Agreement and the transactions contemplated thereby, (ii) each Class B Shareholder agreed to waive any adjustment to the conversion ratio set forth in the amended and restated memorandum and articles of association or any other anti-dilution or similar protection with respect to the Class B ordinary shares (whether resulting from the transactions contemplated by the Subscription Agreements (as defined below) or otherwise), (iii) each of the Insiders and the Company agreed to terminate the lock-up provisions contained in the Letter Agreement between the Company, the Sponsor and the other parties thereto, and to replace such lock-up provisions with the transfer restrictions included in the Investor Rights Agreement (as defined below), (iv) each Class B Shareholder agreed to be bound by certain transfer restrictions with respect to his, her or its shares in the Company prior to the Closing, (v) the Sponsor agreed that 1,147,500 shares of New Adagio Common Stock issued to the Sponsor will be subject to Share Trigger Price Vesting, and (vi) the Sponsor has agreed to irrevocably forfeit, surrender and transfer to the Company for no consideration 1,000,000 Class B ordinary shares, which will be issued by ListCo to the PIPE Investors, including the Perceptive PIPE Investor, as incentive shares. Adagio Stockholder Transaction Support Agreements Pursuant to the Business Combination Agreement, certain stockholders of Adagio entered into transaction support agreements (collectively, the “Adagio Transaction Support Agreements”) with the Company and Adagio, pursuant to which such stockholders of Adagio agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby and (ii) be bound by certain other covenants and agreements related to the Proposed Adagio Business Combination. PIPE Financing (Private Placement) In connection with the execution of the Business Combination Agreement, ListCo and the Company entered into Subscription Agreements (the “Subscription Agreements”) with the Perceptive PIPE Investor and certain other investors (the “Other PIPE Investors,” and, together with the Perceptive PIPE Investor, the “PIPE Investors”), pursuant to which the PIPE Investors committed financing valued at approximately $45,000,000, which includes (i) 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 date the Closing occurs (the “Closing Date”), (ii) non-redemption commitments by certain investors that are shareholders of the Company, (iii) agreements to subscribe for and purchase shares of New Adagio Common Stock, (iv) the contribution of $23,000,000 of 2023 Bridge Financing Notes to ListCo pursuant to the terms of the Subscription Agreement executed by the Perceptive PIPE Investor, and (v) an additional cash investment by the Perceptive PIPE Investor of approximately $8.1 million (which amount may be reduced by up to approximately $1,070,575 subject to Additional Financing being raised prior to Closing), as described in more detail below (together, the “PIPE Financing”). In connection with the PIPE Financing, the PIPE Investors will also subscribe for (i) warrants to purchase shares of New Adagio Common Stock at $10.00 per share, subject to adjustment (the “Base Warrants”) or (ii) a combination of Base Warrants and pre-funded warrants, each exercisable for one share of New Adagio Common Stock at $0.01 per share (the “Pre-Funded Warrants,” and together with the Base Warrants, the “PIPE Warrants”). As provided for in the Subscription Agreements, the number of shares of New Adagio Common Stock and Base Warrants issuable to the PIPE Investors will depend on the redemption value of the Class A ordinary shares at Closing, the average per share price of the Class A ordinary shares purchased by certain PIPE Investors in the open market and the amount of interest on the 2023 Bridge Financing Notes that will have accrued and be unpaid at Closing and be contributed to ListCo in exchange for shares of New Adagio Common Stock. The shares of New Adagio Common Stock and PIPE Warrants to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. ListCo will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent Closing. The Company has concluded that the New Adagio Common Stock and PIPE Warrants to be issued under certain of the Subscription Agreements (the “Open Market Subscription Agreements”) that include an open market purchase and non-redemption obligation for subscribing investors (the “Open Market Investors”) qualify as equity under ASC 815-40 (“Derivatives and Hedging–Contracts in Entity’s Own Equity”); therefore, the Company will recognize the New Adagio Common Stock and PIPE Warrants to be issued under such Open Market Subscription Agreements (such securities, the “Open Market PIPE Securities”) by recording an entry to additional paid-in capital (APIC) in shareholders’ equity in its balance sheet. In accordance with ASC 815-40-30-1, the New Adagio Common Stock and PIPE Warrants will be recorded and measured at fair value (i.e., most often representative of proceeds received for equity-linked instruments; however, when estimating the fair value of the New Adagio Common Stock and PIPE Warrants, the Company has followed the guidance in ASC 820 Fair Value Measurement. In connection with Open Market Investor’s commitment to irrevocably subscribe for and agree to purchase from ListCo the number of Open Market PIPE Securities set forth on the signature page of the applicable Open Market Subscription Agreements, on the terms and subject to the conditions set forth in such Open Market Subscription Agreements, which include, without limitation, the agreement not to redeem the Class A ordinary shares purchased in the open market prior to Closing, the Company will record an amount equal to the full fair value of the New Adagio Common Stock and PIPE Warrants to be issued to the Open Market PIPE Investor in connection with the Closing. On July 23, 2024, the Perceptive Life Sciences Master Fund, Ltd., a Cayman Islands exempted company (the “Perceptive PIPE Investor”) indicated an interest to increase its investment in the PIPE Financing by such amount that is necessary for the minimum unrestricted cash condition of the Contingent Investor to be met. Such additional subscription would be on the same terms as provided in the Subscription Agreement that the Perceptive PIPE Investor executed on February 13, 2024 and amended on June 24, 2024. The Closing occurred on July 31, 2024, New Adagio is required to have approximately $32,129,000 of available unrestricted cash for the Contingent Investor to fund its $7,500,000 commitment under the Convertible Security Subscription Agreement. Assuming that a maximum redemption scenario occurs, that no Additional Financing is raised prior to Closing and that transaction expenses payable at Closing are approximately $14.3 million (current estimate subject to change), the Perceptive PIPE Investor may, pursuant to such indication of interest, increase its new money commitment under the PIPE Financing by approximately $9 million, resulting in the issuance of approximately 1,080,000 additional shares of New Adagio Common Stock at Closing to the Perceptive PIPE Investor. Assuming such issuance of additional shares of New Adagio Common Stock to the Perceptive PIPE Investor in the maximum redemption scenario, the post-Closing ownership of the Perceptive PIPE Investor and the initial shareholders may increase by approximately 2.6%. Convertible Security Financing (Private Placement) In connection with the execution of the Business Combination Agreement, certain investors, including the Perceptive PIPE Investor (the “Convert Investors”), executed a securities purchase agreement, dated February 13, 2024, with ListCo (the “Convertible Security Subscription Agreement”), pursuant to which ListCo issued on the Closing Date to the Convert Investors $20,000,000 aggregate principal amount of 13% senior secured convertible notes (the “New Adagio Convertible Notes”), which will be convertible into shares of New Adagio Common Stock at a conversion price of $10.00 per share, subject to adjustment (the “Conversion Shares”), and 1,500,000 warrants (the “Convert Warrants”), each Convert Warrant being exercisable on a cashless basis or for cash at a price of $24.00 per share, subject to adjustment (the “Base Convert Financing”). Such $20,000,000 of financing in the form of New Adagio Convertible Notes includes the Perceptive Convertible Note Commitment (as defined below) and includes the conversion of the 2024 Bridge Financing Notes (as defined below) into New Adagio Convertible Notes at Closing, subject in each case to Additional Financing (as defined below) being raised prior to Closing, as further described below. The New Adagio Convertible Notes will have a maturity of three years and nine months Pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, ListCo, certain of its subsidiaries (other than Adagio Medical GmbH, a company organized under the laws of Germany and an excluded subsidiary thereunder) (the “Subsidiaries”) and the collateral agent (the “Collateral Agent”) on behalf of the Convert Investors, will enter into a security and pledge agreement (the “Convert Security Document”), pursuant to which ListCo and the Subsidiaries will (i) pledge the equity interests in the Subsidiaries to the Collateral Agent, (ii) pledge all of their respective promissory notes, securities and other instruments evidencing indebtedness to the Collateral Agent, and (iii) grant to the Collateral Agent a security interest in and lien on all of their respective personal property and assets, including, among other items, all of their deposit accounts, chattel paper, documents, equipment, general intangibles, instruments and inventory, and all proceeds therefrom, in each case subject to customary exceptions, all as set forth in the form of the Convert Security Document. Additionally, pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, the Subsidiaries will deliver a guaranty (the “Convert Guaranty”) to the Collateral Agent pursuant to which the Subsidiaries will, jointly and severally, guaranty ListCo’s obligation to repay the New Adagio Convertible Notes and all other obligations of ListCo under the Convertible Security Subscription Agreement and the New Adagio Convertible Notes and other related transaction documents, as set forth in the form of the Convert Guaranty. Any additional subsidiaries of ListCo formed or acquired after the closing date will be required to join the Convert Guaranty as additional guarantors. Convert Registration Rights Agreement The Conversion Shares, the Convert Warrants, the Convert Warrant Shares, the New Adagio Convertible Notes and any capital stock of ListCo issued or issuable with respect to the Conversion Shares, have not been registered under the Securities Act. In connection with the Convertible Security Subscription Agreement, ListCo and the Convert Investors agreed to enter into a Registration Rights Agreement (the “Convert Registration Rights Agreement”), pursuant to which ListCo will be required to file a registration statement on Form S-3 or, if not available, Form S-1 (the “Convert Registration Statement”) with the SEC to register for resale all of the Registrable Securities (as defined in the Convert Registration Rights Agreement), including the Conversion Shares, the Convert Warrant Shares and any shares issuable with respect to the New Adagio Convertible Notes, as soon as practicable, but in no event later than 45 days after the Closing Date. In the event that the number of shares registered for resale under the Convert Registration Statement is insufficient to cover all of the Registrable Securities, ListCo will amend the Registration Statement or file with the SEC a new registration statement to cover at least the Required Registration Amount (as defined in the Convert Registration Rights Agreement) as of the trading day immediately preceding the date of the filing of such amendment or new registration statement, as soon as practicable, but in any event not later than 15 days after the necessity therefor arises. If ListCo fails to file the Convert Registration Statement when required, fails to obtain effectiveness by SEC when required or fails to maintain the effectiveness of the Convert Registration Statement pursuant to the Convert Registration Rights Agreement, then as partial relief for the damages to any holder by reason of any such delay in or reduction of, its ability to sell the underlying shares of New Adagio Common Stock, ListCo will be required to pay each holder of Registrable Securities relating to such Convert Registration Statement an amount equal to one percent of such Convert Investor’s original principal amount according to the timelines laid out in the Convert Registration Rights Agreement. The Convert Registration Rights Agreement also provides the parties with “piggy-back” registration rights, subject to certain requirements and customary conditions. Investor Rights Agreement Concurrently with the execution of the Business Combination Agreement, the Company, ListCo, the Perceptive PIPE Investor, the Sponsor and the Other Class B Shareholders, and certain Adagio stockholders entered into an investor rights agreement (the “Investor Rights Agreement”) pursuant to which, among other things, the Perceptive PIPE Investor, the Sponsor, the Other Class B Shareholders, certain Adagio stockholders and investors in the Convertible Security Financing will be granted certain customary registration rights. Further, subject to customary exceptions set forth in the Investor Rights Agreement, the shares of New Adagio Common Stock beneficially owned or owned of record by the Sponsor, the Perceptive PIPE Investor, certain officers and directors of the Company and New Adagio (including any shares of New Adagio Common Stock issued pursuant to the Business Combination Agreement or the PIPE Financing) will be subject to a lock-up period beginning on the Closing Date until the date that is the earlier of (i) 365 days following the Closing Date (or six months after the Closing Date, in the case of Olav Bergheim, John Dahldorf, Hakon Bergheim, Todd Wider, Michael Henderson and Leslie Trigg) or (ii) the first date subsequent to the Closing Date with respect to which the closing price of the shares of New Adagio Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date. Pursuant to the terms of the Investor Rights Agreement, ListCo will be obligated to file a registration statement to register the resale of certain shares of New Adagio Common Stock within 45 days after the Closing, and ListCo is required at all times to maintain the effectiveness of such resale registration statement for the benefit of the holders party to the agreement. In addition, pursuant to the terms of the Investor Rights Agreement and subject to certain requirements and customary conditions, the certain Adagio stockholders, the Perceptive PIPE Investor and the Sponsor (including the Permitted Transferees (as defined therein) of the Perceptive PIPE Investor and the Sponsor) may demand at any time or from time to time, that ListCo file a registration statement on Form S-3 (or on Form S-1 if Form S-3 is not available) to register the securities of ListCo held by such holders. The Investor Rights Agreement will also provide holders party thereto with “piggy-back” registration rights, subject to certain requirements and customary conditions. The Registration and Shareholder Rights Agreement will be terminated in connection with the consummation of the Business Combination and replaced by the Investor Rights Agreement. Adoption of Second Extension Amendment Proposal On February 27, 2024, the Company held an extraordinary general meeting of shareholders in view of approving an amendment to the Amended and Restated Memorandum and Articles of Association to extend the Termination Date from the Previous Termination Date to the Articles Extension Date and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to eleven times by an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until March 2, 2025 or a total of up to forty-eight As contemplated by the Amended and Restated Memorandum and Articles of Association, the holders of Public Shares were able to elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account in connection with the Second Extension Amendment Proposal. On February 27, 2024, the Second Extension Amendment Proposal was adopted and 390,815 Public Shares were redeemed for an aggregate amount of approximately $4,358,804. Following the adoption of the Second Extension Amendment Proposal, the Company had 3,799,016 Class A ordinary shares, including 3,300,016 Public Shares and 499,000 private placement shares, and 3,737,500 Class B ordinary shares issued and outstanding. Following the approval of the Second Extension Amendment Proposal, the ordinary shares held by the initial shareholders represented 56.2% of the issued and outstanding ordinary shares (including Private Placement Shares). Non-Redemption Subscription Agreements In connection with the execution of the Business Combination Agreement, ListCo and the Company entered into Non-redemption Subscription Agreements (the “Non-redemption Subscription Agreements”) with certain other investors (the “Non-Redeeming Subscribed Investors”) pursuant to which the Non-Redeeming Subscribed Investors committed financing valued at approximately $2,000,000, which includes ListCo is seeking commitments from interested investors to purchase in a private placement, contingent upon, and substantially concurrently with the closing of the Transaction, (i) shares (the “Shares”) of ListCo’s common stock, par value $0.0001 per share (the “Common Stock”), (ii) warrants, each representing the right to purchase shares of Common Stock and to be represented by a warrant and (iii) the Investor and its affiliates agree (a) not to sell or transfer any of the Non-Redeeming Subscribed Investors”) the company’s Shares prior to the closing of the Transaction and (b) not to redeem any Investor Company Shares prior to or in connection with the Transaction. On the Closing Date, Non-Redeeming Subscribed Investors shall deliver evidence reasonably satisfactory to ListCo that Investor continues to hold the Investor Company Shares and has not tendered such shares for redemption. The Company has concluded that the New Adagio Common Stock and Warrants (“Non-Redeeming Shares and Warrants”) issued under certain Non-redemption Subscription Agreements qualify as equity under ASC 815-40 (“Derivatives and Hedging-Contracts in Entity’s Own Equity”). Consequently, the Company will recognize these Non-Redeeming Shares and Warrants by recording an entry to additional paid-in capital (APIC) in shareholders’ equity in its balance sheet. According to ASC 815-40-30-1, the Non-Redeeming Shares and Warrants will be recorded and measured at fair value, usually represented by the proceeds received for equity-linked instruments. When estimating the fair value of these instruments, the Company follows the guidance in ASC 820, Fair Value Measurement. Regarding the Non-Redeeming Subscribed Investors’ commitment to irrevocably subscribe and purchase the number of Non-Redeeming Shares and Warrants listed in the Non-redemption Subscription Agreements, the Company agrees to the terms and conditions set forth in the agreements, including not redeeming the Class A ordinary shares purchased in the open market before closing. The Company will record an amount equal to the full fair value of the Non-Redeeming Shares and Warrants to be issued to the Non-Redeeming Subscribed Investor at the closing. Approval of Business Combination Agreement On July 26, 2024, the Company held an annual general meeting of shareholders (the “Meeting”) to consider and vote upon the Business Combination Proposal, the ARYA Merger Proposal, the Director Election Proposal and the Adjournment Proposal, each as more fully described in the definitive proxy statement/prospectus that the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 12, 2024 (the “Proxy Statement”). The shareholders of the Company approved the Business Combination Proposal, the ARYA Merger Proposal and the Director Election Proposal. As there were sufficient votes to approve the Business Combination Proposal, the ARYA Merger Proposal and the Director Election Proposal, the Adjournment Proposal was not presented to shareholders. Consummation of Business Combination On July 31, 2024, Adagio announced the closing of its previously announced Business Combination with the Company and ListCo (the “Closing”). In connection with the Closing, ListCo changed its name to “Adagio Medical Holdings, Inc.” (ListCo following the Closing, “New Adagio”). The shares of common stock of New Adagio began trading on August 1, 2024, under the ticker symbol “ADGM” on the Nasdaq Capital Market. Upon the consummation of the Business Combination, Adagio and the Company became the direct wholly-owned subsidiaries of New Adagio. In connection with the Business Combination, the combined company raised financing valued at approximately $84.2 million, which consisted of funds held in the Company’s trust account, a concurrent equity and warrant private placement (including $29.5 million of bridge financing used by Adagio prior to closing and funds from the Company’s trust account not redeemed) led by, among others, Perceptive PIPE Investor, RA Capital Management and RTW Investments, and a concurrent convertible security financing (including $7.0 million of bridge financing used by Adagio prior to closing) led by, among others, an institutional investor and Perceptive PIPE Investor. The Business Combination is expected to be accounted for as a forward-merger in accordance with U.S. GAAP. Under this method of accounting, ListCo is treated as the “accounting acquirer” and Adagio as the “accounting acquiree” for financial reporting purposes. Accordingly, the Business Combination is expected to be accounted for using the acquisition method of accoun | Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares and Private Placement Shares, including Private Placement Shares that may be issued upon conversion of Working Capital Loans, are entitled to registration rights pursuant to the Registration and Shareholders Rights Agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Company’s completion of its Business Combination. However, the Registration and Shareholders Rights Agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the Founder Shares, in accordance with the letter agreement the Company’s initial shareholders entered into and (ii) in the case of the Private Placement Shares, 30 days after the completion of the Company’s Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. See Note 9 for information on the Investor Rights Agreement that was executed in connection with a proposed Business Combination and that will replace the Registration and Shareholders Rights Agreement in connection with the closing of the proposed Business Combination. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 1,950,000 additional Public Shares to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. On March 2, 2021, the underwriters fully exercised the over-allotment option. The underwriters were paid an underwriting discount of $0.20 per Public Share, or approximately $3.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Public Share, or approximately $5.2 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On August 8, 2022, the Company received a waiver from one of the underwriters of its Initial Public Offering pursuant to which such underwriter waived all rights to its 50% share of the deferred underwriting commissions payable upon completion of an initial Business Combination. In connection with this waiver, the underwriter also agreed that (i) this waiver is not intended to allocate its 50% portion of the deferred underwriting commissions to the other underwriter that has not waived its right to receive its share of the deferred underwriting commissions and (ii) the waived portion of the deferred underwriting commissions can, at the discretion of the Company, be paid to one or more parties or otherwise be used in connection with an initial Business Combination. During the year ended December 31, 2022, the Company derecognized approximately $2.6 million of the deferred underwriting commissions and recorded an adjustment to the carrying value of the shares of Class A ordinary shares subject to redemption. |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||
Class A Ordinary Shares Subject to Possible Redemption | Note 6 — Class A Ordinary Shares Subject to Possible Redemption The Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. As of June 30, 2024 and December 31, 2023, there were 3,300,016 and 3,690,831 Class A ordinary shares subject to possible redemption, respectively. The Public Shares issued in the Initial Public Offering in connection with the over-allotment exercise were recognized in Class A ordinary shares subject to possible redemption as follows: Gross proceeds $ 149,500,000 Less: Offering costs allocated to Class A ordinary shares subject to possible redemption (8,734,896) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 8,147,540 Plus: Waiver of deferred underwriting commissions 2,616,250 Class A ordinary shares subject to possible redemption at December 31, 2022 151,528,894 Less: Redemption of Class A ordinary shares (115,071,882) Plus: Adjustment for accretion of Class A ordinary shares subject to possible redemption 4,018,937 Class A ordinary shares subject to possible redemption at December 31, 2023 $ 40,475,949 Less: Redemption of Class A ordinary shares (4,358,804) Plus: Adjustment for accretion of Class A ordinary shares subject to possible redemption 902,751 Class A ordinary shares subject to possible redemption at March 31, 2024 $ 37,019,896 Plus: Adjustment for accretion of Class A ordinary shares subject to possible redemption 819,027 Class A ordinary shares subject to possible redemption at June 30, 2024 $ 37,838,923 | Note 6 — Class A Ordinary Shares Subject to Possible Redemption The Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. As of December 31, 2023 and 2022, there were 3,690,831 and 14,950,000 Class A ordinary shares subject to possible redemption. The Public Shares issued in the Initial Public Offering in connection with the over-allotment exercise were recognized in Class A ordinary shares subject to possible redemption as follows: Gross proceeds $ 149,500,000 Less: Offering costs allocated to Class A ordinary shares subject to possible redemption (8,734,896) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 8,147,540 Plus: Waiver of deferred underwriting commissions 2,616,250 Class A ordinary shares subject to possible redemption at December 31, 2022 151,528,894 Less: Redemption of Class A ordinary shares (115,071,882) Plus: Adjustment for accretion of Class A ordinary shares subject to possible redemption 4,018,937 Class A ordinary shares subject to possible redemption at December 31, 2023 $ 40,475,949 |
Shareholders' Deficit_2
Shareholders' Deficit | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Equity [Text Block] | Note 3 — Stockholder’s Deficit Common Stock | Note 3 — Stockholder’s Deficit Common Stock | |
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | |||
Equity [Text Block] | Note 7 — Shareholders’ Deficit Preference Shares Class A Ordinary Shares On February 27, 2024, the Company’s stockholders redeemed 390,815 Public Shares for an aggregate amount of approximately $4,358,804. Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders at a general meeting of the Company. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the Private Placement Shares) upon the consummation of the Initial Public Offering, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Shares issued to the Sponsor, members of the Company’s management team or any of their affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one | Note 7 — Shareholders’ Deficit Preference Shares Class A Ordinary Shares issued outstanding Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders at a general meeting of the Company. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the Private Placement Shares) upon the consummation of the Initial Public Offering, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Shares issued to the Sponsor, members of the Company’s management team or any of their affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one. |
Fair Value Measurements_2
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Fair Value Disclosures [Text Block] | Note 5 — Fair Value Measurements Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. During the six months ended June 30, 2024, the Company entered into an Open Market Subscription Agreement and Non-Redemption Subscription Agreement, discussed in Note 4. The Company has concluded that the New Adagio Common Stock and PIPE Warrants and Non-Redeeming Shares and Warrants to be issued under certain of Open Market Subscription Agreements and Non-Redeeming Subscription Agreements that include an open market purchase and non-redemption obligation for Open Market Investors and Non-Redeeming Subscribed Investors qualify as equity under ASC 815-40 (“Derivatives and Hedging–Contracts in Entity’s Own Equity”); therefore, the Company will recognize the New Adagio Common Stock and PIPE Warrants to be issued under such Open Market Subscription Agreements and Non-Redeeming Subscription Agreements (such securities, the “Open Market PIPE Securities” and “Non-Redeeming Shares and Warrants”) by recording an entry to additional paid-in capital in stockholder’s deficit in its balance sheet and Open Market Subscription Agreement expense on its statement of operations. In accordance with ASC 815-40-30-1, the New Adagio Common Stock and PIPE Warrants and Non-Redeeming Shares and Warrants will be recorded and measured at fair value (i.e., most often representative of proceeds received for equity-linked instruments; however, when estimating the fair value of the New Adagio Common Stock and PIPE Warrants and Non-Redeeming Shares and Warrants, the Company has followed the guidance in ASC 820, “Fair Value Measurement.” In connection with Open Market Investor’s commitment to irrevocably subscribe for and agree to purchase from ListCo the number of Open Market PIPE Securities and Non-Redeeming Shares and Warrants set forth on the signature page of the applicable Open Market Subscription Agreements, on the terms and subject to the conditions set forth in such Open Market Subscription Agreements, which include, without limitation, the agreement not to redeem the Class A ordinary shares purchased in the open market prior to Closing, the Company will record an amount equal to the full fair value of the New Adagio Common Stock and PIPE Warrants to be issued to the Open Market PIPE Investor in connection with the Closing. The estimated amount of New Adagio Common Stock shares and PIPE Warrants to be issued on the Close of the Transaction, as of the inception of the Open Market Subscription agreements mentioned above, are 219,877 and 183,493, respectively. The estimated amount of Non-Redeeming Shares and Warrants to be issued on the Close of the Transaction, as of the inception of the Non-Redeeming Subscription Agreements mentioned above, are 76,681 and 166,160, respectively. To determine the fair value of the New Adagio Common Stock on inception, the Company used the following Level 3 inputs: February 13, 2024 Base Share Price $ 10.00 Adjusted per Share (1.2X Purchase Price Ratio) $ 8.33 Adjusted Share price $ 7.00 Probability of Closing 75.00 % Estimated fair value per Share at Closing $ 5.25 To determine the fair value of the PIPE Warrants on inception, the Company used the following Level 3 inputs: February 13, 2024 Base Share Price $ 7.00 Strike price, as defined in Subscription Agreement $ 10.00 Term (Months) 12.00 Average volatility rate 70.00 % Probability of Closing 75.00 % Estimated expected Warrant price $ 1.21 Estimated fair value per Warrant at Closing (1.2x Coverage Ratio) $ 1.45 To determine the fair value of the Non-Redeeming Subscription Agreement Shares on inception, the Company used the following Level 3 inputs: June 21, 2024 Base Share Price $ 10.00 Adjusted per Share (1.2X Purchase Price Ratio) $ 8.33 Adjusted Share price $ 7.08 Probability of Closing 95.00 % Estimated fair value per Share at Closing $ 6.73 To determine the fair value of the Non-Redeeming Subscription Agreement Warrants on inception, the Company used the following Level 3 inputs: June 21, 2024 Base Share Price $ 10.00 Strike price, as defined in Subscription Agreement $ 10.00 Term (Months) 12.00 Average volatility rate 70.00 Probability of Closing 95.00 % Estimated expected Warrant price $ 1.25 Estimated fair value per Warrant at Closing (1.2x Coverage Ratio) $ 1.19 During the six-month period ended June 30, 2024, the fair value of the instruments above was recorded in additional paid-in capital in stockholder’s deficit on the Company’s balance sheet and Subscription Agreement expense on its statement of operations was $2,134,199. | |
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||
Fair Value Disclosures [Text Block] | Note 8 — Fair Value Measurements Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There was a transfer of U.S. Treasury securities to cash during the year ended December 31, 2023, the amount held in trust are no longer fair valued. Level 1 instruments include investments U.S. Treasury securities with an original maturity of 185 days or less. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company acting, as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the First Extension Amendment Proposal described above (see Note 1). During the six months ended June 30, 2024, the Company entered into an Open Market Subscription Agreement and Non-Redemption Subscription Agreement, discussed in Note 5. The Company has concluded that the New Adagio Common Stock and PIPE Warrants and Non-Redeeming Shares and Warrants to be issued under certain of Open Market Subscription Agreements and Non-Redeeming Subscription Agreements that include an open market purchase and non-redemption obligation for Open Market Investors and Non-Redeeming Subscribed Investors qualify as equity under ASC 815-40 (“Derivatives and Hedging–Contracts in Entity’s Own Equity”); therefore, the Company will recognize the New Adagio Common Stock and PIPE Warrants to be issued under such Open Market Subscription Agreements and Non-Redeeming Subscription Agreements (such securities, the “Open Market PIPE Securities” and “Non-Redeeming Shares and Warrants”) by recording an entry to additional paid-in capital (APIC) in shareholders’ equity in its Consolidated Condensed Balance Sheet and Subscription Agreement expense on its Consolidated Condensed Statement of Operations. In accordance with ASC 815-40-30-1, the New Adagio Common Stock and PIPE Warrants and Non-Redeeming Shares and Warrants will be recorded and measured at fair value (i.e., most often representative of proceeds received for equity-linked instruments; however, when estimating the fair value of the New Adagio Common Stock and PIPE Warrants and Non-Redeeming Shares and Warrants, the Company has followed the guidance in ASC 820 Fair Value Measurement. In connection with Open Market Investor’s commitment to irrevocably subscribe for and agree to purchase from ListCo the number of Open Market PIPE Securities and Non-Redeeming Shares and Warrants set forth on the signature page of the applicable Open Market Subscription Agreements, on the terms and subject to the conditions set forth in such Open Market Subscription Agreements, which include, without limitation, the agreement not to redeem the Class A ordinary shares purchased in the open market prior to Closing, the Company will record an amount equal to the full fair value of the New Adagio Common Stock and PIPE Warrants to be issued to the Open Market PIPE Investor in connection with the Closing. The estimated amount of New Adagio Common Stock shares and PIPE Warrants to be issued on the Close of the Transaction as of the inception of the Open Market Subscription agreements mentioned above, are 219,877 and 183,493, respectively. The estimated amount Non-Redeeming Shares and Warrants to be issued on the Close of the Transaction as of the inception of the Non-Redeeming Subscription Agreements mentioned above, are 76,681 and 166,160, respectively. To determine the Fair Value of the New Adagio Common Stock on inception, the Company used the following Level 3 inputs: February 13, 2024 Base Share Price $ 10.00 Adjusted per Share (1.2X Purchase Price Ratio) $ 8.33 Adjusted share price $ 7.00 Probablility of Closing 75.00 % Estimated fair value per Share at Closing $ 5.25 To determine the Fair Value of the PIPE Warrants on inception, the Company used the following Level 3 inputs: February 13, 2024 Base Share Price $ 7.00 Strike price, as defined in Subscription Agreement $ 10.00 Term (Months) 12.00 Average volatility rate 70.00 % Probability of Closing 75.00 % Estimated expected Warrant price $ 1.21 Estimated fair value per Warrant at Closing (1.2x Coverage Ratio) $ 1.45 To determine the Fair Value of the Non-Redeeming Subscription Agreement Shares on inception, the Company used the following Level 3 inputs: June 21, 2024 Base Share Price $ 10.00 Adjusted per Share (1.2X Purchase Price Ratio) $ 8.33 Adjusted share price $ 7.08 Probability of Closing 95.00 % Estimated fair value per Share at Closing $ 6.73 To determine the Fair Value of the Non-Redeeming Subscription Agreement Warrants on inception, the Company used the following Level 3 inputs: June 21, 2024 Base Share Price $ 10.00 Strike price, as defined in Subscription Agreement $ 10.00 Term (Months) 12.00 Average volatility rate 70.00 Probability of Closing 95.00 % Estimated expected Warrant price $ 1.25 Estimated fair value per Warrant at Closing (1.2x Coverage Ratio) $ 1.19 During the six months ended June 30, 2024, the Fair Value of the instruments above were recorded in additional paid-in capital in shareholders’ equity in its Balance Sheet and Subscription Agreement expense on its Statement of Operations was $2,134,199. | Note 8 — Fair Value Measurements The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2023 and 2022 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: December 31, 2022 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets held in Trust Account: U.S. Treasury Securities $ 151,628,280 $ — $ — Cash equivalents – money market funds 614 — — $ 151,628,894 $ — $ — Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There was a transfer of U.S. Treasury securities to cash during the year ended December 31, 2023, the amount held in trust are no longer fair valued. Level 1 instruments include investments U.S. Treasury securities with an original maturity of 185 days or less. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company acting, as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the Extension Amendment Proposal described above (see Note 1). There were no transfers |
Subsequent Events_2
Subsequent Events | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Subsequent Events | Note 4 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to June 25, 2024, the financial statements were available to be issued and has concluded that, other than the events described below, all such events that would require recognition or disclosure have been recognized or disclosed. Business Combination Agreement On February 13, 2024, the Parent, the Company, Aja Merger Sub 1, a Cayman Islands exempted company (“ARYA Merger Sub”), Aja Merger Sub 2, Inc., a Delaware corporation (“Adagio Merger Sub”), and Adagio Medical, Inc. (“Adagio”) entered into a business combination agreement (the “Business Combination Agreement”), in connection with a proposed business combination (the “Proposed Adagio Business Combination”), which contains certain customary representations, warranties, and covenants by the parties thereto. As further described in the Business Combination Agreement, the closing of the Proposed Adagio Business Combination (the “Closing” and the date on which the Closing occurs, the “Closing Date”) is subject to certain customary conditions and risks. “New Adagio” refers to the Company after giving effect to the Business Combination. The Business Combination Agreement provides, among other things, for the consummation of the following transactions: 1. ARYA Merger Sub will merge with and into the Parent (the “ARYA Merger”) and Adagio Merger Sub will merge with and into Adagio (the “Adagio Merger” and, together with the ARYA Merger, the “Mergers”), with the Parent and Adagio surviving the Mergers and, after giving effect to such Mergers, each of the Parent and Adagio becoming a wholly owned subsidiary of the Company, on the terms and subject to the conditions in the Business Combination Agreement; 2. (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share, of the Parent (the “Class A ordinary shares”) will be automatically cancelled, extinguished and converted into the right to receive one share of common stock, par value $0.0001 per share, of New Adagio (the “New Adagio Common Stock”) and (ii) each issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Parent (the “Class B ordinary shares”) will be automatically cancelled, extinguished and converted into the right to receive one share of New Adagio Common Stock, other than 1,000,000 Class B ordinary shares that will be forfeited by the Sponsor and issued to PIPE Investors (as defined below), including Perceptive Life Sciences Master Fund, Ltd, a Cayman Islands exempted company (the “Perceptive PIPE Investor”). 1,147,500 shares of New Adagio Common Stock issuable to the Sponsor will be subject to share trigger price vesting and will vest if, prior to the tenth anniversary of the Closing, the post-closing share price of New Adagio equals or exceeds $24.00 per share for any 20 trading days within any 30 trading day period (the “Share Trigger Price Vesting”); 3. (i) each warrant of Adagio (other than the pre-funded warrant to purchase shares of Series E Preferred Stock of Adagio that is issued and outstanding immediately prior to the consummation of the Adagio Merger (the “Pre-Funded Warrants for Series E Preferred Shares”)) will be either (x) terminated, or (y) “net” exercised in exchange for shares of common stock, par value $0.01 per share, of Adagio (“Adagio Common Stock”); (ii) all issued and outstanding unsecured convertible promissory notes of Adagio (excluding the Bridge Financing Notes (as defined below) and the 2024 Bridge Financing Notes (as defined below)) (the “Adagio Convertible Notes”), including any accrued and unpaid interest thereon, will be automatically and fully converted into shares of Adagio Common Stock in accordance with the terms of such Adagio Convertible Notes and such Adagio Convertible Notes will be cancelled, satisfied, extinguished, discharged and retired in connection with such conversion (the “Adagio Convertible Notes Conversion”); (iii) each share of preferred stock, par value $0.001 per share, of Adagio (the “Adagio Preferred Stock”) that is issued and outstanding will be automatically converted into shares of Adagio Common Stock and each such share of Adagio Preferred Stock will be cancelled; (iv) all issued and outstanding shares of Adagio Common Stock (other than treasury shares and shares with respect to which appraisal rights under the Delaware General Corporation Law, as amended, are properly exercised and not withdrawn) will be automatically cancelled, extinguished and converted into the right to receive shares of New Adagio Common Stock based on the exchange ratio set forth in the Business Combination Agreement; (v) each Pre-Funded Warrant for Series E Preferred Shares that is issued and outstanding immediately prior to the consummation of the Adagio Merger shall be automatically canceled and extinguished and converted into the right to receive shares of New Adagio Common Stock based on the exchange ratio set forth in the Business Combination Agreement (vi) each issued, outstanding and unexercised option to purchase Adagio Common Stock (“Adagio Option”) that is vested as of such time or will vest in connection with, or after taking into account the effect of, the consummation of the transactions contemplated by the Business Combination Agreement with an aggregate value that exceeds the aggregate exercise price of such Adagio Option (each an “In-the-Money Adagio Option”) will be cancelled and extinguished in exchange for options to purchase shares of New Adagio Common Stock, and each issued and outstanding Adagio equity award (other than an In-the-Money Adagio Option) will automatically be cancelled and extinguished for no consideration and each holder thereof will cease to have any rights with respect thereto. On June 24, 2024, the Company and the Parent entered into the June Subscription Agreements with the June PIPE Investors (as defined below). Additionally, on June 24, 2024, the Company and the Parent entered into an amendment to the Subscription Agreement (as defined below) with the Perceptive PIPE Investor (as defined below), pursuant to which the May 2024 Notes (as defined below), any Additional Convertible Notes (as defined below) that the Perceptive PIPE Investor may elect to subject to its Subscription Agreement and any interest that has been accruing and will remain unpaid thereon prior to Closing will be contributed to the Company at Closing. For additional information, please see “ —PIPE Financing (Private Placement) On June 25, 2024, the Parent and Adagio entered into the Consent and Amendment No. 1 to the Business Combination Agreement (the “BCA Amendment”). The BCA Amendment relates to an adjustment of the pre-Closing ownership of one of the stockholders of Adagio, a change to the post-Closing name of the Company and changes to the terms of the post-Closing Key Employee Incentive Plan and HoldCo Incentive Equity Plan of the Company. PIPE Financing (Private Placement) In connection with the execution of the Business Combination Agreement, the Company and the Parent entered into Subscription Agreements (as may be amended, supplemented or otherwise modified from time to time, the “Initial Subscription Agreements”) with the Perceptive PIPE Investor and certain other investors (the “Initial Other PIPE Investors,” and, together with the Perceptive PIPE Investor, the “Initial PIPE Investors”). In June 2024, ListCo and ARYA entered into additional Subscription Agreements (as may be amended, supplemented or otherwise modified from time to time, the “June Subscription Agreements” and, together with the Initial Subscription Agreements, the “Subscription Agreements”) with certain additional investors (the “June PIPE Investors” and, together with the Initial Other PIPE Investors, the “Other PIPE Investors,“ and the Other PIPE Investors, together with the Perceptive PIPE Investor, the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors have committed financing valued at approximately $53,000,000 (the “PIPE Financing”). The PIPE Financing is comprised of: (i) commitments by certain investors to subscribe for and purchase Class A ordinary shares in the open market for $2,500,000 and not to redeem such shares prior to the Closing Date (valued as of June 18, 2024 at approximately $2,529,830 based on an approximate redemption value of $11.47 per Class A ordinary share on June 18, 2024), which will result in the issuance of approximately 355,459 shares of New Adagio Common Stock and approximately 299,904 warrants exercisable for shares of New Adagio Common Stock at $10.00 per share, subject to adjustment (the “Base Warrants”) (including the Class A ordinary shares purchased by such Other PIPE Investors and that such Other PIPE Investors agreed not to redeem and that will convert into shares of New Adagio Common Stock at Closing in connection with the Business Combination); (ii) commitments by certain investors that are shareholders of ARYA not to redeem approximately 247,700 Class A ordinary shares (valued as of June 18, 2024 at approximately $2,842,454 based on an approximate redemption value of $11.47 per Class A ordinary share on June 18, 2024), which will result in the issuance of approximately 403,114 shares of New Adagio Common Stock and approximately 341,098 Base Warrants (including the Class A ordinary shares that such Other PIPE Investors agreed not to redeem and that will convert into shares of New Adagio Common Stock at Closing in connection with the Business Combination); (iii) agreements to subscribe for and purchase at Closing approximately 1,706,666 shares of New Adagio Common Stock and approximately 1,440,000 Base Warrants for an aggregate purchase price of approximately $12,000,000; (iv) the contribution of (a) the $15,000,000 convertible promissory notes of Adagio, which the Perceptive PIPE Investor purchased from Adagio pursuant to that certain Note Purchase Agreement, dated as of April 4, 2023 (the “April 2023 Notes”), (b) the $8,000,000 convertible promissory notes of Adagio, which the Perceptive PIPE Investor purchased from Adagio pursuant to that certain Note Purchase Agreement, dated as of November 28, 2023 (the “November 2023 Notes”), (c) the $3,000,000 convertible promissory notes of Adagio, which the Perceptive PIPE Investor purchased from Adagio pursuant to that certain Note Purchase Agreement, dated as of May 21, 2024 (the “May 2024 Notes”), (d) any additional convertible promissory notes that Adagio may issue to the Perceptive PIPE Investor prior to the Closing Date to fund ongoing working capital requirements of Adagio prior to the Closing Date and that the Perceptive PIPE Investor may elect prior to the Closing Date to subject to its Subscription Agreement (such additional convertible promissory notes of Adagio, the “Additional Convertible Notes,” and, together with the April 2023 Notes, the November 2023 Notes and the May 2024 Notes, the “Bridge Financing Notes”) to the Company and any interest that has been accruing and will remain unpaid thereon prior to Closing pursuant to the terms of the Subscription Agreement executed by the Perceptive PIPE Investor; and (v) an additional cash investment by the Perceptive PIPE Investor of approximately $8,070,575 (which amount may be reduced by up to approximately $1,070,575 subject to Additional Financing (as defined below) being raised prior to Closing). In respect of its Subscription Agreement described in (iv) and (v) in the foregoing, the Perceptive PIPE Investor will be issued approximately 5,012,817 shares of New Adagio Common Stock and approximately 4,088,470 Base Warrants. As provided for in the Subscription Agreements, the number of shares of New Adagio Common Stock and Base Warrants issuable to the PIPE Investors will depend on the redemption value of the Class A ordinary shares at Closing, the average per share price of the Class A ordinary shares purchased by certain PIPE Investors in the open market and the amount of interest on the Bridge Financing Notes that will have accrued and be unpaid at Closing and be contributed to ListCo in exchange for shares of New Adagio Common Stock and PIPE Warrants. Further, under the Subscription Agreement executed by the Perceptive PIPE Investor, as amended, the Perceptive PIPE Investor may subject Additional Convertible Notes to its Subscription Agreement, which will result in the issuance of additional shares of New Adagio Common Stock and PIPE Warrants at the same issuance rate at which shares of New Adagio Common Stock and PIPE Warrants will be issued to the Perceptive PIPE Investor based on the contribution of the existing $26,000,000 of Bridge Financing Notes to ListCo (including any interest that has been accruing and will remain unpaid thereon prior to Closing), as described in the foregoing. Such New Adagio Common Stock and PIPE Warrant issuance rate for Additional Convertible Notes that the Perceptive PIPE Investor may subject to its Subscription Agreement is equal to approximately 0.12 shares of New Adagio Common Stock and 0.12 PIPE Warrants per U.S. Dollar loaned by the Perceptive PIPE Investor to Adagio under an Additional Convertible Note. The shares of New Adagio Common Stock and PIPE Warrants to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. ListCo will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination. Convertible Security Financing (Private Placement) In connection with the execution of the Business Combination Agreement, certain investors, including the Perceptive PIPE Investor (the “Convert Investors”), executed a securities purchase agreement, dated February 13, 2024, with the Company (such agreement and any assignment agreement thereunder in connection with any Additional Financing, the “Convertible Security Subscription Agreement”), pursuant to which the Company issued on the Closing Date to the Convert Investors $20,000,000 aggregate principal amount of 13% senior secured convertible notes (the “New Adagio Convertible Notes”), which will be convertible into shares of New Adagio Common Stock at a conversion price of $10.00 per share, subject to adjustment (the “Conversion Shares”), and 1,500,000 warrants (the “Convert Warrants”), which will be exercisable on a cashless basis or for cash at a price of $24.00 per share, subject to adjustment (the “Base Convert Financing”), and will expire on the seventh anniversary of the Closing. Such $20,000,000 investment in New Adagio Convertible Notes includes the conversion of the 2024 Bridge Financing Notes (as defined below) into New Adagio Convertible Notes and Convert Warrants at Closing, subject in each case to Additional Financing being raised prior to Closing, as further described below. The New Adagio Convertible Notes will have a maturity of 3 years and nine months after Closing and interest will be payable in cash or compound as additional principal outstanding. As described above, in connection with the execution of the Convertible Security Subscription Agreement, the Perceptive PIPE Investor also purchased a $7,000,000 convertible promissory note of Adagio (the “2024 Bridge Financing Notes”) pursuant to a note purchase agreement, dated February 13, 2024, by and among the Perceptive PIPE Investor, Adagio and the Company (the “2024 Bridge Financing Notes Subscription Agreement”). On the Closing Date, pursuant to the terms of the 2024 Bridge Financing Notes and the 2024 Bridge Financing Note Subscription Agreement, the 2024 Bridge Financing Notes will convert into $7,000,000 of New Adagio Convertible Notes and 525,000 Convert Warrants on the same terms as the other Convert Investors executing the Convertible Security Subscription Agreement (the conversion of the 2024 Bridge Financing Notes held by the Perceptive PIPE Investor into New Adagio Convertible Notes and Convert Warrants and the purchase of New Adagio Convertible Notes and Convert Warrants by the other Convert Investors in the Base Convert Financing, the “Convertible Security Financing”). Subject to the Parent and New Adagio receiving any new financing or commitment for financing (any such financing, an “Additional Financing”), whether in the form of equity, debt or convertible debt, before the Closing Date, the Perceptive PIPE Investor may request that, on the Closing Date, the 2024 Bridge Financing Note is repaid with the funds raised in connection with such Additional Financing instead of such 2024 Bridge Financing Note converting into New Adagio Convertible Notes and Convert Warrants. The New Adagio Convertible Notes and the Convert Warrants issuable in connection with the Convertible Security Financing have not been registered under the Securities Act and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. The Company will grant the Convert Investors certain registration rights in connection with the Convertible Security Financing. The Convertible Security Financing is contingent upon, among other things, the substantially concurrent Closing. As set forth in the Convertible security Subscription Agreement, the closing of $7,500,000 of financing by a Convert Investor is conditioned on New Adagio having a certain amount of available cash on the Closing Date. Pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, the Company, certain of its subsidiaries (other than Adagio Medical GmbH, a company organized under the laws of Germany and an excluded subsidiary thereunder) (the “Subsidiaries”) and the collateral agent (the “Collateral Agent”) on behalf of the Convert Investors, will enter into a security and pledge agreement (the “Convert Security Document”), pursuant to which the Company and the Subsidiaries will (i) pledge the equity interests in the Subsidiaries to the Collateral Agent, (ii) pledge all of their respective promissory notes, securities and other instruments evidencing indebtedness to the Collateral Agent, and (iii) grant to the Collateral Agent a security interest in and lien on all of their respective personal property and assets, including, among other items, all of their deposit accounts, chattel paper, documents, equipment, general intangibles, instruments and inventory, and all proceeds therefrom, in each case subject to customary exceptions, all as set forth in the form of the Convert Security Document. Additionally, pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, the Subsidiaries will deliver a guaranty (the “Convert Guaranty”) to the Collateral Agent pursuant to which the Subsidiaries will, jointly and severally, guarantee the Company’s obligation to repay the New Adagio Convertible Notes and all other obligations of the Company under the Convertible Security Subscription Agreement and the New Adagio Convertible Notes and other related transaction documents, as set forth in the form of the Convert Guaranty. Any additional subsidiaries of the Company formed or acquired after the closing date will be required to join the Convert Guaranty as additional guarantors. Convert Registration Rights Agreement The Conversion Shares, the Convert Warrants, the Convert Warrant Shares, the New Adagio Convertible Notes and any capital stock of the Company issued or issuable with respect to the Conversion Shares, have not been registered under the Securities Act. In connection with the Convertible Security Subscription Agreement, the Company and the Convert Investors agreed to enter into a Registration Rights Agreement (the “Convert Registration Rights Agreement”), pursuant to which the Company will be required to file a registration statement on Form S-3 or, if not available, Form S-1 (the “Convert Registration Statement”) with the SEC to register for resale all of the Registrable Securities (as defined in the Convert Registration Rights Agreement), including the Conversion Shares, the Convert Warrant Shares and any shares issuable with respect to the New Adagio Convertible Notes, as soon as practicable, but in no event later than 45 days after the Closing Date. In the event that the number of shares registered for resale under the Convert Registration Statement is insufficient to cover all of the Registrable Securities, the Company will amend the Registration Statement or file with the SEC a new registration statement to cover at least the Required Registration Amount (as defined in the Convert Registration Rights Agreement) as of the trading day immediately preceding the date of the filing of such amendment or new registration statement, as soon as practicable, but in any event not later than 15 days after the necessity therefor arises. If the Company fails to file the Convert Registration Statement when required, fails to obtain effectiveness by SEC when required or fails to maintain the effectiveness of the Convert Registration Statement pursuant to the Convert Registration Rights Agreement, then as partial relief for the damages to any holder by reason of any such delay in or reduction of, its ability to sell the underlying shares of New Adagio Common Stock, the Company will be required to pay each holder of Registrable Securities relating to such Convert Registration Statement an amount equal to one percent of such Convert Investor’s original principal amount according to the timelines laid out in the Convert Registration Rights Agreement. The Convert Registration Rights Agreement also provides the parties with “piggy-back” registration rights, subject to certain requirements and customary conditions. Investor Rights Agreement Concurrently with the execution of the Business Combination Agreement, the Company, the Parent, the Perceptive PIPE Investor, the Sponsor and the other shareholders of Class B ordinary shares (the “Other Class B Shareholders”) and certain Adagio stockholders entered into an investor rights agreement (the “Investor Rights Agreement”) pursuant to which, among other things, the Perceptive PIPE Investor, the Sponsor, the Other Class B Shareholders, certain Adagio stockholders and investors in the Convertible Security Financing will be granted certain customary registration rights. Further, subject to customary exceptions set forth in the Investor Rights Agreement, the shares of New Adagio Common Stock beneficially owned or owned of record by the Sponsor, the Perceptive PIPE Investor, certain officers and directors of the Parent and New Adagio (including any shares of New Adagio Common Stock issued pursuant to the Business Combination Agreement or the PIPE Financing) will be subject to a lock-up period beginning on the Closing Date until the date that is the earlier of (i) 365 days following the Closing Date (or six months after the Closing Date, in the case of Olav Bergheim, John Dahldorf, Hakon Bergheim, Todd Wider, Michael Henderson and Leslie Trigg) or (ii) the first date subsequent to the Closing Date with respect to which the closing price of the shares of New Adagio Common Stock equals or exceeds $12.00 per share for any 20 30 150 days Pursuant to the terms of the Investor Rights Agreement, the Company will be obligated to file a registration statement to register the resale of certain shares of New Adagio Common Stock within 45 days after the Closing, and the Company is required at all times to maintain the effectiveness of such resale registration statement for the benefit of the holders party to the agreement. In addition, pursuant to the terms of the Investor Rights Agreement and subject to certain requirements and customary conditions, the certain Adagio stockholders, the Perceptive PIPE Investor and the Sponsor (including the Permitted Transferees (as defined therein) of the Perceptive PIPE Investor and the Sponsor) may demand at any time or from time to time, that the Company file a registration statement on Form S-3 (or on Form S-1 if Form S-3 is not available) to register the securities of the Company held by such holders. The Investor Rights Agreement will also provide holders party thereto with “piggy-back” registration rights, subject to certain requirements and customary conditions. The Registration and Shareholder Rights Agreement, dated March 2, 2021, by and among the Parent, the Sponsor and the other parties thereto will be terminated in connection with the consummation of the Business Combination and replaced by the Investor Rights Agreement. | Note 6 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the financial statements were issued and has concluded that, other than the event described below, all such events that would require recognition or disclosure have been recognized or disclosed. On July 31, 2024, Adagio announced the closing of its previously announced Business Combination with the Parent and the Company. In connection with the closing of the Business Combination, the Company changed its name to “Adagio Medical Holdings, Inc.” The common stock of New Adagio began trading on August 1, 2024, under the symbols ADGM on the Nasdaq Capital Market. Upon the consummation of the Business Combination, Adagio and the Parent became the direct wholly owned subsidiaries of the Company (see Note 4). | |
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | |||
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the unaudited consolidated condensed financial statements were issued and has concluded that, other than the events described below, all such events that would require recognition or disclosure have been recognized or disclosed. On July 31, 2024, Adagio announced the closing of its previously announced Business Combination with the Company and ListCo (the “Closing”). In connection with the Closing, ListCo changed its name to “Adagio Medical Holdings, Inc.” (ListCo following the Closing, “New Adagio”). The shares of common stock of New Adagio began trading on August 1, 2024, under the ticker symbol “ADGM” on the Nasdaq Capital Market. Upon the consummation of the Business Combination, Adagio and the Company became the direct wholly-owned subsidiaries of New Adagio (see Note 5). | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the financial statements were issued and has concluded that, other than the events described below, all such events that would require recognition or disclosure have been recognized or disclosed. Extension Payments On January 2, 2024, the Company approved the eighth one-month extension of the Business Combination Period. In connection with this extension of the Business Combination Period to February 2, 2024, the Company drew an aggregate of $140,000 from the Third Promissory Note. As provided for in the Amended and Restated Memorandum and Articles of Association, the Company will deposit the $140,000 into the Trust Account. The Company also drew $100,000 under the Third Promissory Note for general working capital purposes. On February 2, 2024, the Company approved the ninth one-month extension of the time during which it may consummate an initial business combination. In connection with this extension of the Business Combination Period to March 2, 2024, the Company drew an aggregate of $140,000 from the Third Promissory Note. As provided for in the Amended and Restated Memorandum and Articles of Association, the Company will deposit the $140,000 into the Trust Account. The Company also drew $50,000 under the Third Promissory Note for general working capital purposes. The one-month extensions on January 2 2024 and February 2, 2024 are the eighth and ninth one-month extensions, respectively, permitted under the Amended and Restated Memorandum and Articles of Association. The Company’s Promissory Notes On February 8, 2024, the Company issued an unsecured convertible promissory note to the Sponsor (the “Fourth Promissory Note”), pursuant to which the Company may borrow $1,000,000 from the Sponsor for general corporate purposes and to fund the monthly deposits required to be made into the Trust Account in order to extend the time period during which the Company may consummate a Business Combination (the “Fourth Working Capital Loan”) in accordance with the Amended and Restated Memorandum and Articles of Association. The Fourth Working Capital Loan will not bear any interest. In the event that the Company does not consummate a Business Combination, the Fourth Promissory Note will be repaid from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The maturity date of the Fourth Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Fourth Promissory Note). Any Working Capital Shares issuable upon conversion of the Fourth Promissory Note will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act. As of the date of this Report, $540,000 was drawn under the Fourth Promissory Note. On February 13, 2024, the Company and the Sponsor entered into an amendment to the Second Convertible Promissory Note, pursuant to which the total principal amount up to $1,680,000 of the amounts loaned under the Second Convertible Promissory Note will be convertible at the option of the Sponsor into Working Capital Shares. On February 13, 2024, the Company and the Sponsor amended and restated the Third Promissory Note to provide that the total principal amount loaned under the Second Convertible Promissory Note will be convertible at the option of the Sponsor into Working Capital Shares. Business Combination Agreement On February 13, 2024, the Company, Aja Holdco, Inc., a Delaware corporation (“ListCo”), ARYA Merger Sub, a Cayman Islands exempted company (“ARYA Merger Sub”), Aja Merger Sub 2, Inc., a Delaware corporation (“Adagio Merger Sub”), and Adagio Medical, Inc. (“Adagio”) entered into a business combination agreement (the “Business Combination Agreement”), in connection with a proposed business combination (the “Proposed Adagio Business Combination”), which contains certain customary representations, warranties, and covenants by the parties thereto. As further described in the Business Combination Agreement, the closing of the Proposed Adagio Business Combination (the “Closing”) is subject to certain customary conditions and risks. The Business Combination Agreement provides, among other things, for the consummation of the following transactions: 1. ARYA Merger Sub will merge with and into the Company (the “ARYA Merger”) and Adagio Merger Sub will merge with and into Adagio (the “Adagio Merger” and, together with the ARYA Merger, the “Mergers”), with the Company and Adagio surviving the Mergers and, after giving effect to such Mergers, each of the Company and Adagio becoming a wholly owned subsidiary of ListCo, on the terms and subject to the conditions in the Business Combination Agreement; 2. (i) each issued and outstanding Class A ordinary share will be automatically cancelled, extinguished and converted into the right to receive one share of common stock, par value $0.0001 per share, of ListCo after giving effect to the consummation of the transactions contemplated by the Business Combination Agreement (“New Adagio”) (the “New Adagio Common Stock”) and (ii) each issued and outstanding Class B ordinary share will be automatically cancelled, extinguished and converted into the right to receive one share of New Adagio Common Stock, other than 1,000,000 Class B ordinary shares that will be forfeited by the Sponsor, and issued to PIPE Investors (as defined below), including Perceptive Life Sciences Master Fund, Ltd, a Cayman Islands exempted company (the “Perceptive PIPE Investor”). 1,147,500 shares of New Adagio Common Stock issuable to the Sponsor will be subject to share trigger price vesting and will vest if, prior to the tenth anniversary of the Closing, the post-closing share price of New Adagio equals or exceeds $24.00 per share for any 20 trading days within any 30 trading day period (the “Share Trigger Price Vesting”); 3. (i) each warrant of Adagio will be either (x) terminated, or (y) “net” exercised in exchange for shares of common stock, par value $0.01 per share, of Adagio (“Adagio Common Stock”); (ii) all issued and outstanding unsecured convertible promissory notes of Adagio (excluding the convertible notes issued by Adagio to the Perceptive PIPE Investor pursuant to the note purchase agreements dated April 4, 2023 and November 28, 2023, between Adagio and the Perceptive PIPE Investor (collectively, the “2023 Bridge Financing Notes”) and the 2024 Bridge Financing Notes (as defined below)) (the “Adagio Convertible Notes”), including any accrued and unpaid interest thereon, will be automatically and fully converted into shares of Adagio Common Stock in accordance with the terms of such Adagio Convertible Notes and such Adagio Convertible Notes will be cancelled, satisfied, extinguished, discharged and retired in connection with such conversion (the “Adagio Convertible Notes Conversion”); (iii) each share of preferred stock, par value $0.001 per share, of Adagio (the “Adagio Preferred Stock”) that is issued and outstanding will be automatically converted into shares of Adagio Common Stock and each such share of Adagio Preferred Stock will be cancelled; (iv) all issued and outstanding shares of Adagio Common Stock (other than treasury shares and shares with respect to which appraisal rights under the Delaware General Corporation Law, as amended, are properly exercised and not withdrawn) will be automatically cancelled, extinguished and converted into the right to receive shares of New Adagio Common Stock based on the exchange ratio set forth in the Business Combination Agreement; (v) each issued, outstanding and unexercised option to purchase Adagio Common Stock (“Adagio Option”) that is vested as of such time or will vest in connection with, or after taking into account the effect of, the consummation of the transactions contemplated by the Business Combination Agreement with an aggregate value that exceeds the aggregate exercise price of such Adagio Option (each an “In-the-Money Adagio Option”) will be cancelled and extinguished in exchange for options to purchase shares of New Adagio Common Stock, and each issued and outstanding Adagio equity award (other than an In-the-Money Adagio Option) will automatically be canceled and extinguished for no consideration and each holder thereof will cease to have any rights with respect thereto. Sponsor Letter Agreement Concurrently with the execution of the Business Combination Agreement, the Company, the Sponsor, each holder of Class B ordinary shares (the “Other Class B Shareholders” and with the Sponsor, the “Class B Shareholders”), including the Company’s directors and officers (together with the Class B Shareholders, the “Insiders”), ListCo and Adagio entered into a letter agreement (the “Sponsor Letter Agreement”), pursuant to which, among other things, (i) each Class B Shareholder agreed to vote in favor of each of the transaction proposals to be voted upon at the meeting of the Company’s shareholders, including the proposal to approve the Business Combination Agreement and the transactions contemplated thereby, (ii) each Class B Shareholder agreed to waive any adjustment to the conversion ratio set forth in the amended and restated memorandum and articles of association or any other anti-dilution or similar protection with respect to the Class B ordinary shares (whether resulting from the transactions contemplated by the Subscription Agreements (as defined below) or otherwise), (iii) each of the Insiders and the Company agreed to terminate the lock-up provisions contained in the certain letter agreement between the Company, the Sponsor and the directors and officers of the Company, and to replace such lock-up provisions with the transfer restrictions included in the Investor Rights Agreement (as defined below) and to waive the adjustment or anti-dilution protections contained in the Amended and Restated Memorandum and Articles of Association, (iv) each Class B Shareholder agreed to be bound by certain transfer restrictions with respect to his, her or its shares in the Company prior to the Closing, (v) the Sponsor agreed that 1,147,500 shares of New Adagio Common Stock issued to the Sponsor will be subject to Share Trigger Price Vesting, and (vi) the Sponsor has agreed to irrevocably forfeit, surrender and transfer to the Company for no consideration 1,000,000 Class B ordinary shares, which will be issued by ListCo to the PIPE Investors, including the Perceptive PIPE Investor. Adagio Stockholder Transaction Support Agreements Pursuant to the Business Combination Agreement, certain stockholders of Adagio entered into transaction support agreements (collectively, the “Adagio Transaction Support Agreements”) with the Company and Adagio, pursuant to which such stockholders of Adagio agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby and (ii) be bound by certain covenants and agreements related to the Proposed Adagio Business Combination. PIPE Financing (Private Placement) In connection with the execution of the Business Combination Agreement, ListCo and the Company entered into Subscription Agreements (the “Subscription Agreements”) with the Perceptive PIPE Investor and certain other investors (the “Other PIPE Investors,” and, together with the Perceptive PIPE Investor, the “PIPE Investors”), pursuant to which the PIPE Investors committed financing valued at approximately $45,000,000, which includes (i) 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 date the Closing occurs (the “Closing Date”), (ii) non-redemption commitments by certain investors, (iii) the contribution of $23,000,000 of 2023 Bridge Financing Notes to ListCo, and (iv) an additional cash investment by the Perceptive PIPE Investor of approximately $8.1 million (which amount may be reduced by up to approximately $1,070,575 subject to Additional Financing being raised prior to Closing), as described in more detail below (together, the “PIPE Financing”). In connection with the PIPE Financing, certain PIPE Investors will also be issued warrants to purchase shares of New Adagio Common Stock at $10.00 per share, subject to adjustment (the “Warrants”) and/or Pre-Funded Warrants (as defined below). As provided for in the Subscription Agreements, the number of shares of New Adagio Common Stock and Warrants issuable to the PIPE Investors will depend on the redemption value of the Class A ordinary shares at Closing, the average per share price of the Class A ordinary shares purchased by certain PIPE Investors in the open market and the amount of interest on the 2023 Bridge Financing Notes that will have accrued and be unpaid at Closing and be contributed to ListCo in exchange for shares of New Adagio Common Stock. In connection with the PIPE Financing, certain PIPE Investors also committed to purchase pre-funded warrants, which are exercisable for a nominal exercise price of $0.01 (the “Pre-Funded Warrants,” and together with the Warrants, the “PIPE Warrants”). The shares of New Adagio Common Stock and PIPE Warrants to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. ListCo will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent Closing. Convertible Security Financing (Private Placement) In connection with the execution of the Business Combination Agreement, certain investors, including the Perceptive PIPE Investor (the “Convert Investors”), executed a securities purchase agreement, dated February 13, 2024, with ListCo (the “Convertible Security Subscription Agreement”), pursuant to which ListCo issued on the Closing Date to the Convert Investors $20,000,000 aggregate principal amount of 13% senior secured convertible notes (the “New Adagio Convertible Notes”), which will be convertible into shares of New Adagio Common Stock at a conversion price of $10.00 per share, subject to adjustment (the “Conversion Shares”), and 1,500,000 warrants (the “Convert Warrants”), which will be exercisable on a cashless basis or for cash at a price of $24.00 per share, subject to adjustment (the “Base Convert Financing”), and will expire on the seventh anniversary of the Closing. Such $20,000,000 of financing in the form of New Adagio Convertible Notes includes the Perceptive Convertible Note Commitment (as defined below) and includes the conversion of the 2024 Bridge Financing Notes (as defined below) into New Adagio Convertible Notes at Closing, subject in each case to Additional Financing (as defined below) being raised prior to Closing, as further described below. The New Adagio Convertible Notes will have a maturity of three years and nine months after Closing and interest will be payable in cash or compound as additional principal outstanding. As described above, in connection with the execution of the Convertible Security Subscription Agreement, the Perceptive PIPE Investor also purchased a $7,000,000 convertible promissory note of Adagio (the “2024 Bridge Financing Notes”) pursuant to a note purchase agreement, dated February 13, 2024, by and among the Perceptive PIPE Investor, Adagio and ListCo (the “2024 Bridge Financing Notes Subscription Agreement”). On the Closing Date, pursuant to the terms of the 2024 Bridge Financing Notes and the 2024 Bridge Financing Note Subscription Agreement, the 2024 Bridge Financing Notes will convert into New Adagio Convertible Notes and Convert Warrants, and the Perceptive PIPE Investor will subscribe for $5,500,000 aggregate principal amount of New Adagio Convertible Notes and 937,500 Convert Warrants, on the same terms as the other Convert Investors executing the Convertible Security Subscription Agreement (such commitment by the Perceptive PIPE Investor to purchase New Adagio Convertible Notes and Convert Warrants, the “Perceptive Convertible Note Commitment,” and the conversion of the 2024 Bridge Financing Note and purchase of New Adagio Convertible Notes and Convert Warrants pursuant to the Perceptive Convertible Note Commitment as part of the Base Convert Financing, the “Convertible Security Financing”). Subject to the Company and New Adagio receiving any new financing or commitment for financing (any such financing, an “Additional Financing”), whether in the form of equity, debt or convertible debt, before the Closing Date, the Perceptive PIPE Investor may request that on the Closing Date the 2024 Bridge Financing Note is repaid, the Perceptive Convertible Note Commitment is reduced or a combination of both. The New Adagio Convertible Notes and the Convert Warrants issuable in connection with the Convertible Security Financing have not been registered under the Securities Act and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. ListCo will grant the Convert Investors certain registration rights in connection with the Convertible Security Financing. The Convertible Security Financing is contingent upon, among other things, the substantially concurrent Closing. Pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, ListCo, certain of its subsidiaries (other than Adagio Medical GmbH, a company organized under the laws of Germany and an excluded subsidiary thereunder) (the “Subsidiaries”) and the collateral agent (the “Collateral Agent”) on behalf of the Convert Investors, will enter into a security and pledge agreement (the “Convert Security Document”), pursuant to which ListCo and the Subsidiaries will (i) pledge the equity interests in the Subsidiaries to the Collateral Agent, (ii) pledge all of their respective promissory notes, securities and other instruments evidencing indebtedness to the Collateral Agent, and (iii) grant to the Collateral Agent a security interest in and lien on all of their respective personal property and assets, including, among other items, all of their deposit accounts, chattel paper, documents, equipment, general intangibles, instruments and inventory, and all proceeds therefrom, in each case subject to customary exceptions, all as set forth in the form of the Convert Security Document. Additionally, pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, the Subsidiaries will deliver a guaranty (the “Convert Guaranty”) to the Collateral Agent pursuant to which the Subsidiaries will, jointly and severally, guaranty ListCo’s obligation to repay the New Adagio Convertible Notes and all other obligations of ListCo under the Convertible Security Subscription Agreement and the New Adagio Convertible Notes and other related transaction documents, as set forth in the form of the Convert Guaranty. Any additional subsidiaries of ListCo formed or acquired after the closing date will be required to join the Convert Guaranty as additional guarantors. Convert Registration Rights Agreement The Conversion Shares, the Convert Warrants, the Convert Warrant Shares, the New Adagio Convertible Notes and any capital stock of ListCo issued or issuable with respect to the Conversion Shares, have not been registered under the Securities Act. In connection with the Convertible Security Subscription Agreement, ListCo and the Convert Investors agreed to enter into a Registration Rights Agreement (the “Convert Registration Rights Agreement”), pursuant to which ListCo will be required to file a registration statement on Form S-3 or, if not available, Form S-1 (the “Convert Registration Statement”) with the SEC to register for resale all of the Registrable Securities (as defined in the Convert Registration Rights Agreement), as soon as practicable, but in no event later than the Filing Deadline (as defined in the Convert Registration Rights Agreement). In the event that the number of shares registered for resale under the Convert Registration Statement is insufficient to cover all of the Registrable Securities, ListCo will amend the Registration Statement or file with the SEC a new registration statement to cover at least the Required Registration Amount (as defined in the Convert Registration Rights Agreement) as of the trading day immediately preceding the date of the filing of such amendment or new registration statement, as soon as practicable, but in any event not later than 15 days after the necessity therefor arises. If ListCo fails to file the Convert Registration Statement when required, fails to obtain effectiveness by SEC when required or fails to maintain the effectiveness of the Convert Registration Statement pursuant to the terms of Section 2(e) of the Convert Registration Rights Agreement, then as partial relief for the damages to any holder by reason of any such delay in or reduction of, its ability to sell the underlying shares of New Adagio Common Stock, ListCo will be required to pay each holder of Registrable Securities relating to such Convert Registration Statement an amount equal to one percent of such Convert Investor’s original principal amount according to the timelines laid out in Section 2(e) of the Convert Registration Rights Agreement. Investor Rights Agreement Concurrently with the execution of the Business Combination Agreement, the Company, ListCo, the Perceptive PIPE Investor, the Sponsor, the Other Class B Shareholders and certain Adagio stockholders entered into an investor rights agreement (the “Investor Rights Agreement”) pursuant to which, among other things, the Perceptive PIPE Investor, the Sponsor, the Other Class B Shareholders and certain Adagio stockholders and investors in the Convertible Security Financing will be granted certain customary registration rights. Further, subject to customary exceptions set forth in the Investor Rights Agreement, the shares of New Adagio Common Stock beneficially owned or owned of record by the Sponsor, the Perceptive PIPE Investor, certain officers and directors of the Company and New Adagio (including any shares of New Adagio Common Stock issued pursuant to the Business Combination Agreement or the PIPE Financing) will be subject to a lock-up period beginning on the Closing Date until the date that is the earlier of (i) 365 days following the Closing Date (or six months after the Closing Date, in the case of Olav Bergheim, John Dahldorf, Hakon Bergheim, Todd Wider, Michael Henderson and Leslie Trigg) or (ii) the first date subsequent to the Closing Date with respect to which the closing price of the shares of New Adagio Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date. Adoption of Second Extension Amendment Proposal On February 27, 2024, the Company held an extraordinary general meeting of shareholders in view of approving an amendment to the Amended and Restated Memorandum and Articles of Association to extend the Termination Date from March 2, 2024 (the “Previous Termination Date”) to April 2, 2024 (the “Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to eleven times by an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until March 2, 2025 or a total of up to forty-eight months from the closing of the initial public offering, unless the closing of a Business Combination shall have occurred prior thereto (the “Second Extension Amendment Proposal”). In connection with the initial one-month extension from the Previous Termination Date to the Articles Extension Date, the Company made a deposit into the Trust Account of $111,000 and drew down on the Fourth Promissory Note to finance this deposit. In connection with any subsequent optional monthly extensions following the Articles Extension Date, the Sponsor is expected to make deposits of $111,000 per month into the Trust Account and borrow the necessary funds from the Sponsor in the form of convertible notes, as provided for in the amendment to the Amended and Restated Memorandum and Articles of Association that was adopted on February 27, 2024. As contemplated by the Amended and Restated Memorandum and Articles of Association, the holders of Public Shares were able to elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account in connection with the Second Extension Amendment Proposal. On February 27, 2024, the Second Extension Amendment Proposal was adopted and 390,815 Public Shares were redeemed for an aggregate amount of approximately $4,358,804. Following the adoption of the Second Extension Amendment Proposal, the Company had 3,799,016 Class A ordinary shares, including 3,300,016 Public Shares and 499,000 private placement shares, and 3,737,500 Class B ordinary shares issued |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Basis of Presentation | Basis of Presentation The financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). | Basis of Presentation The financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. | |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2024 and December 31, 2023, the carrying values of accounts payable due to related party approximate their fair values due to the short-term nature of the instruments. | ||
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and immaterial amounts were accrued for the payment of penalties for the period from December 19, 2023 to December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2024. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and immaterial amounts were accrued for the payment of penalties for the years ended June 30, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | |
Net (Loss) Income per Ordinary Share | Net Loss Per Common Stock Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. At December 31, 2023 the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then shares in the earnings of the Company. As a result, diluted loss per common stock is the same as basic loss per common stock for the period presented. | Net (Loss) Per Common Stock Net (loss) per common share is computed by dividing net (loss) by the weighted average number of common shares outstanding for the periods. | |
Recent Accounting Standards | Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. | Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. | |
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | |||
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been consolidated condensed or omitted from these unaudited consolidated condensed financial statements as they are not required for interim financial statements. In the opinion of management, the unaudited consolidated condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected through December 31, 2024 or any future periods. The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 29, 2024. | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. | |
Concentration of Cash Balances | Concentration of Cash Balances The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. | Concentration of Cash Balances The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2024 and December 31, 2023. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2023. As of December 31, 2022, the Company had no cash equivalents, aside from the cash maintained in the Trust Account (see Note 8). | |
Use of Estimates | Use of Estimates The preparation of unaudited consolidated condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the unaudited consolidated condensed financial statements. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. | |
Trust Account | Trust Account Initially, the Company’s portfolio of investments was comprised of U.S. Treasury securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income and unrealized gain on investments held in Trust Account in the accompanying consolidated condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company, acting as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the First Extension Amendment Proposal described above (see Note 1). | Trust Account Initially, the Company’s portfolio of investments was comprised of U.S. Treasury securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income and unrealized gain on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company acting, as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the Extension Amendment Proposal described above (see Note 1). | |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2024 and December 31, 2023, the carrying values of cash, accounts payable, accrued expenses and due to related party approximate their fair values due to the short-term nature of the instruments. The fair value of investments held in Trust Account was determined using quoted prices in active markets. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2023 and 2022, the carrying values of cash, accounts payable, accrued expenses and due to related party approximate their fair values due to the short-term nature of the instruments. As of December 31, 2022, the Company’s investments held in Trust Account were comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and were recognized at fair value. The fair value of investments held in Trust Account was determined using quoted prices in active markets. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company acting, as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the Extension Amendment Proposal described above (see Note 1). | |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. | |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ deficit. The Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2024 and December 31, 2023, 3,300,016 and 3,690,831 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ deficit. The Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2023 and 2022, 3,690,831 and 14,950,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. | |
Income Taxes | Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2024 and December 31, 2023. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2024 and December 31, 2023, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with the Cayman Islands’ income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited consolidated condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023 and 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2023 and 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with the Cayman Islands’ income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | |
Net (Loss) Income per Ordinary Share | Net Income Per Ordinary Share The Company has two classes of shares: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the periods. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts): For the Three Months Ended June 30, 2024 2023 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 1,313,094 $ 1,291,832 $ 189,558 $ 191,955 Denominator: Basic and diluted weighted average shares outstanding 3,799,016 3,737,500 3,690,831 3,737,500 Basic and diluted net income per ordinary share $ 0.24 $ 0.24 $ 0.05 $ 0.05 For the Six Months Ended June 30, 2024 2023 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 1,207,966 $ 1,151,113 $ 361,341 $ 180,421 Denominator: Basic and diluted weighted average shares outstanding 3,922,090 3,737,500 7,485,358 3,737,500 Basic and diluted net income per ordinary share $ 0.21 $ 0.21 $ 0.05 $ 0.05 | Net (Loss) Income Per Ordinary Share The Company has two classes of shares: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted-average number of ordinary shares outstanding during the periods. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts): December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share Numerator: Allocation of net (loss) income, as adjusted $ (1,320,475) $ (812,860) $ 859,540 $ 207,944 Denominator: Basic and diluted weighted average shares outstanding 6,071,500 3,737,500 15,449,000 3,737,500 Basic and diluted net (loss) income per ordinary share $ (0.22) $ (0.22) $ 0.06 $ 0.06 | |
Recent Accounting Standards | Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s unaudited consolidated condensed financial statements. | Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. |
Summary of Significant Accou_10
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts): For the Three Months Ended June 30, 2024 2023 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 1,313,094 $ 1,291,832 $ 189,558 $ 191,955 Denominator: Basic and diluted weighted average shares outstanding 3,799,016 3,737,500 3,690,831 3,737,500 Basic and diluted net income per ordinary share $ 0.24 $ 0.24 $ 0.05 $ 0.05 For the Six Months Ended June 30, 2024 2023 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 1,207,966 $ 1,151,113 $ 361,341 $ 180,421 Denominator: Basic and diluted weighted average shares outstanding 3,922,090 3,737,500 7,485,358 3,737,500 Basic and diluted net income per ordinary share $ 0.21 $ 0.21 $ 0.05 $ 0.05 | The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts): December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share Numerator: Allocation of net (loss) income, as adjusted $ (1,320,475) $ (812,860) $ 859,540 $ 207,944 Denominator: Basic and diluted weighted average shares outstanding 6,071,500 3,737,500 15,449,000 3,737,500 Basic and diluted net (loss) income per ordinary share $ (0.22) $ (0.22) $ 0.06 $ 0.06 |
Class A Ordinary Shares Subje_5
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||
Temporary Equity [Table Text Block] | Gross proceeds $ 149,500,000 Less: Offering costs allocated to Class A ordinary shares subject to possible redemption (8,734,896) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 8,147,540 Plus: Waiver of deferred underwriting commissions 2,616,250 Class A ordinary shares subject to possible redemption at December 31, 2022 151,528,894 Less: Redemption of Class A ordinary shares (115,071,882) Plus: Adjustment for accretion of Class A ordinary shares subject to possible redemption 4,018,937 Class A ordinary shares subject to possible redemption at December 31, 2023 $ 40,475,949 Less: Redemption of Class A ordinary shares (4,358,804) Plus: Adjustment for accretion of Class A ordinary shares subject to possible redemption 902,751 Class A ordinary shares subject to possible redemption at March 31, 2024 $ 37,019,896 Plus: Adjustment for accretion of Class A ordinary shares subject to possible redemption 819,027 Class A ordinary shares subject to possible redemption at June 30, 2024 $ 37,838,923 | The Public Shares issued in the Initial Public Offering in connection with the over-allotment exercise were recognized in Class A ordinary shares subject to possible redemption as follows: Gross proceeds $ 149,500,000 Less: Offering costs allocated to Class A ordinary shares subject to possible redemption (8,734,896) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 8,147,540 Plus: Waiver of deferred underwriting commissions 2,616,250 Class A ordinary shares subject to possible redemption at December 31, 2022 151,528,894 Less: Redemption of Class A ordinary shares (115,071,882) Plus: Adjustment for accretion of Class A ordinary shares subject to possible redemption 4,018,937 Class A ordinary shares subject to possible redemption at December 31, 2023 $ 40,475,949 |
Fair Value Measurements (Tabl_2
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | |
Assets Measured on Recurring Basis | The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2023 and 2022 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: December 31, 2022 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets held in Trust Account: U.S. Treasury Securities $ 151,628,280 $ — $ — Cash equivalents – money market funds 614 — — $ 151,628,894 $ — $ — |
Description of Organization a_5
Description of Organization and Business Operations, Initial Public Offering (Details) | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Jun. 02, 2024 | May 02, 2024 | Apr. 02, 2024 | Mar. 02, 2024 USD ($) | Feb. 27, 2024 USD ($) item shares | Feb. 02, 2024 USD ($) | Jan. 02, 2024 | Dec. 31, 2023 USD ($) shares | Dec. 02, 2023 USD ($) | Nov. 02, 2023 | Oct. 02, 2023 | Sep. 05, 2023 USD ($) | Sep. 02, 2023 USD ($) | Aug. 02, 2023 USD ($) | Jul. 06, 2023 USD ($) | Jul. 02, 2023 | Jun. 02, 2023 USD ($) | Apr. 18, 2023 USD ($) | Feb. 28, 2023 USD ($) item shares | Mar. 02, 2021 USD ($) $ / shares shares | Jun. 30, 2024 USD ($) item shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) item shares | Dec. 31, 2022 USD ($) shares | Mar. 31, 2024 USD ($) | Feb. 13, 2024 USD ($) | Sep. 27, 2023 USD ($) | Feb. 08, 2023 USD ($) | Aug. 08, 2022 | |
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||||||||||
Shares issued (in shares) | shares | 1 | ||||||||||||||||||||||||||||
Common Stock, Shares, Issued | shares | 1 | 1 | 1 | ||||||||||||||||||||||||||
Common Stock, Shares, Outstanding | shares | 1 | 1 | |||||||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | |||||||||||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||||||||||
Deferred Offering Costs | $ 8,800,000 | ||||||||||||||||||||||||||||
Deferred underwriting commissions | 5,200,000 | ||||||||||||||||||||||||||||
Percentage of deferred underwriting commissions payable included in initial Business Combination | 50% | ||||||||||||||||||||||||||||
Net proceeds from initial public offering and private placement deposited in trust account | $ 149,500,000 | $ 724,000 | $ 560,000 | $ 1,400,000 | $ 0 | ||||||||||||||||||||||||
Unit price, Proposed Public Offering and Private Placement (in dollars per unit) | $ / shares | $ 10 | ||||||||||||||||||||||||||||
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100% | 100% | |||||||||||||||||||||||||||
Number of times to extend period to consummate Business Combination | item | 11 | 9 | |||||||||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | 1 month | 1 month | 1 month | 1 month | ||||||||||||||||||||||||
Advance notice prior to applicable Termination Date | 5 days | 5 days | |||||||||||||||||||||||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 4,358,804 | $ 40,475,949 | $ 37,838,923 | $ 40,475,949 | $ 151,528,894 | $ 37,019,896 | |||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Minimum [Member] | |||||||||||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||||||||||
Number of operating businesses included in initial Business Combination | item | 1 | 1 | |||||||||||||||||||||||||||
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination | 80% | 80% | |||||||||||||||||||||||||||
Post-transaction ownership percentage of the target business | 50% | 50% | |||||||||||||||||||||||||||
Percentage of Public Shares that can be redeemed without prior consent | 15% | 15% | |||||||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||||||||||
Period to cease operations if Business Combination is not completed within Combination Period | 10 days | 10 days | |||||||||||||||||||||||||||
Interest from Trust Account that can be held to pay dissolution expenses | $ 100,000 | ||||||||||||||||||||||||||||
Extension period to complete business combination after Original Termination Date | 12 months | 36 months | |||||||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Public Shares [Member] | |||||||||||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||||||||||
Shares issued (in shares) | shares | 3,300,016 | 3,690,831 | |||||||||||||||||||||||||||
Convertible preferred stock, shares issued | shares | 390,815 | 11,259,169 | |||||||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Public Shares [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||||||||||
Shares issued (in shares) | shares | 3,300,016 | ||||||||||||||||||||||||||||
Convertible preferred stock, shares issued | shares | 390,815 | ||||||||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Private Placement Units [Member] | |||||||||||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||||||||||
Shares issued (in shares) | shares | 499,000 | 499,000 | 499,000 | ||||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 10 | ||||||||||||||||||||||||||||
Gross proceeds from private placement | $ 5,000,000 | ||||||||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Second Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | ||||||||||||||||||||
Aggregate amount drawn | $ 165,000 | $ 560,000 | $ 140,000 | $ 140,000 | $ 140,000 | $ 400,000 | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,680,000 | ||||||||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Second Convertible Promissory Note [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | 1 month | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,680,000 | ||||||||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Second Convertible Promissory Note [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||||||||||
Aggregate amount drawn | $ 1,380,000 | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,680,000 | $ 1,680,000 | |||||||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Third Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | 1 month | 1 month | ||||||||||||||||||||||||||
Aggregate amount drawn | $ 900,000 | $ 420,000 | $ 900,000 | $ 470,000 | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 900,000 | ||||||||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Third Convertible Promissory Note [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | 1 month | |||||||||||||||||||||||||||
Aggregate amount drawn | $ 140,000 | $ 140,000 | |||||||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Sponsor [Member] | |||||||||||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||||||||||
Net proceeds from initial public offering and private placement deposited in trust account | $ 111,000 | ||||||||||||||||||||||||||||
Aggregate amount drawn | $ 161,000 | ||||||||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Sponsor [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||||||||||
Aggregate amount drawn | 1,221,000 | 1,680,000 | |||||||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Sponsor [Member] | Second Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||||||||||
Net proceeds from initial public offering and private placement deposited in trust account | 111,000 | 420,000 | |||||||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Sponsor [Member] | Second Convertible Promissory Note [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||||||||||
Net proceeds from initial public offering and private placement deposited in trust account | 111,000 | ||||||||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Sponsor [Member] | Amended and Restated Memorandum [Member] | |||||||||||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||||||||||
Net proceeds from initial public offering and private placement deposited in trust account | 111,000 | $ 140,000 | |||||||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Sponsor [Member] | Amended and Restated Memorandum [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||||||||||
Net proceeds from initial public offering and private placement deposited in trust account | $ 111,000 | ||||||||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Common Class A [Member] | |||||||||||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||||||||||
Shares issued (in shares) | shares | 3,799,016 | 4,189,831 | |||||||||||||||||||||||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 4,358,804 | $ 115,071,882 | |||||||||||||||||||||||||||
Common Stock, Shares, Issued | shares | 499,000 | 499,000 | 499,000 | 499,000 | |||||||||||||||||||||||||
Common Stock, Shares, Outstanding | shares | 499,000 | 499,000 | 499,000 | 499,000 | |||||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Common Class A [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||||||||||
Shares issued (in shares) | shares | 3,799,016 | ||||||||||||||||||||||||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 4,358,804 | ||||||||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Common Class A [Member] | Sponsor [Member] | |||||||||||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||||||||||
Number of times to extend period to consummate Business Combination | item | 11 | ||||||||||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | ||||||||||||||||||||||||||||
Advance notice prior to applicable Termination Date | 5 days | ||||||||||||||||||||||||||||
Extension period to complete business combination after Original Termination Date | 48 months | ||||||||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Common Class A [Member] | Sponsor [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||||||||||
Number of times to extend period to consummate Business Combination | item | 11 | ||||||||||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | ||||||||||||||||||||||||||||
Advance notice prior to applicable Termination Date | 5 days | ||||||||||||||||||||||||||||
Extension period to complete business combination after Original Termination Date | 48 months | ||||||||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Common Class B [Member] | |||||||||||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||||||||||
Common Stock, Shares, Issued | shares | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | |||||||||||||||||||||||
Common Stock, Shares, Outstanding | shares | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | |||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Common Class B [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||||||||||
Common Stock, Shares, Issued | shares | 3,737,500 | ||||||||||||||||||||||||||||
Common Stock, Shares, Outstanding | shares | 3,737,500 | ||||||||||||||||||||||||||||
Initial Public Offering [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | |||||||||||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||||||||||
Gross proceeds from initial public offering | $ 149,500,000 | ||||||||||||||||||||||||||||
Initial Public Offering [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Public Shares [Member] | |||||||||||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||||||||||
Shares issued (in shares) | shares | 14,950,000 | ||||||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 10 | ||||||||||||||||||||||||||||
Gross proceeds from initial public offering | $ 149,500,000 | ||||||||||||||||||||||||||||
Initial Public Offering [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Common Class A [Member] | |||||||||||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||||||||||
Deferred Offering Costs | $ 8,734,896 | ||||||||||||||||||||||||||||
Over-Allotment Option [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | |||||||||||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||||||||||
Shares issued (in shares) | shares | 1,950,000 | ||||||||||||||||||||||||||||
Over-Allotment Option [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Public Shares [Member] | |||||||||||||||||||||||||||||
Initial Public Offering and Private Placement [Abstract] | |||||||||||||||||||||||||||||
Shares issued (in shares) | shares | 1,950,000 | ||||||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 10 |
Description of Organization a_6
Description of Organization and Business Operations, Going Concern (Details) - CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2022 | |
Going Concern [Abstract] | |||
Cash | $ 20,191 | $ 26,058 | $ 91,049 |
Working capital | 12,276,486 | ||
Convertible Notes Payable, Current | 2,175,000 | $ 3,616,000 | 120,000 |
Sponsor [Member] | |||
Going Concern [Abstract] | |||
Offering costs paid by sponsor in exchange for issuance of founder shares | 25,000 | ||
Proceeds from Related Party Debt | 161,000 | ||
Sponsor [Member] | First and Second Convertible Promissory Note [Member] | |||
Going Concern [Abstract] | |||
Convertible Notes Payable, Current | $ 2,175,000 | $ 120,000 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | |||
Cash and Cash Equivalents [Abstract] | |||
Cash equivalents | $ 0 | $ 0 | $ 0 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies, Class A Ordinary Shares Subject to Possible Redemption (Details) - shares | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Common Class A [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | |||
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |||
Convertible preferred stock, shares outstanding | 3,300,016 | 3,690,831 | 14,950,000 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies, Income Taxes (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Income Taxes [Abstract] | |||
Unrecognized tax benefits | $ 0 | $ 0 | |
Accrued interest and penalties | 0 | 0 | |
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | |||
Income Taxes [Abstract] | |||
Unrecognized tax benefits | 0 | 0 | $ 0 |
Accrued interest and penalties | $ 0 | $ 0 | $ 0 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies, Net Income (loss) per Ordinary Shares (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Dec. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | |||||||
Basic weighted average shares outstanding (in shares) | 1 | 1 | 1 | ||||
Diluted weighted average shares outstanding (in shares) | 1 | 1 | 1 | ||||
Earnings Per Share, Basic | $ (5,000) | $ (713,794) | $ (2,134,199) | ||||
Earnings Per Share, Diluted | $ (5,000) | $ (713,794) | $ (2,134,199) | ||||
Common Class A [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | |||||||
Numerator [Abstract] | |||||||
Undistributed Earnings, Basic | $ 1,313,094 | $ 189,558 | $ 1,207,966 | $ 361,341 | $ (1,320,475) | $ 859,540 | |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | |||||||
Basic weighted average shares outstanding (in shares) | 3,799,016 | 3,690,831 | 3,922,090 | 7,485,358 | 6,071,500 | 15,449,000 | |
Diluted weighted average shares outstanding (in shares) | 3,799,016 | 3,690,831 | 3,922,090 | 7,485,358 | 6,071,500 | 15,449,000 | |
Earnings Per Share, Basic | $ 0.24 | $ 0.05 | $ 0.21 | $ 0.05 | $ (0.22) | $ 0.06 | |
Earnings Per Share, Diluted | $ 0.24 | $ 0.05 | $ 0.21 | $ 0.05 | $ (0.22) | $ 0.06 | |
Common Class B [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | |||||||
Numerator [Abstract] | |||||||
Undistributed Earnings, Basic | $ 1,291,832 | $ 191,955 | $ 1,151,113 | $ 180,421 | $ (812,860) | $ 207,944 | |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | |||||||
Basic weighted average shares outstanding (in shares) | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | |
Diluted weighted average shares outstanding (in shares) | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | |
Earnings Per Share, Basic | $ 0.24 | $ 0.05 | $ 0.21 | $ 0.05 | $ (0.22) | $ 0.06 | |
Earnings Per Share, Diluted | $ 0.24 | $ 0.05 | $ 0.21 | $ 0.05 | $ (0.22) | $ 0.06 |
Initial Public Offering (Deta_2
Initial Public Offering (Details) - USD ($) | 12 Months Ended | ||||
Feb. 27, 2024 | Dec. 31, 2023 | Feb. 28, 2023 | Mar. 02, 2021 | Dec. 31, 2022 | |
Initial Public Offering [Abstract] | |||||
Shares issued (in shares) | 1 | ||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | |||||
Initial Public Offering [Abstract] | |||||
Deferred Offering Costs | $ 8,800,000 | ||||
Deferred underwriting commissions | $ 5,200,000 | ||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Public Shares [Member] | |||||
Initial Public Offering [Abstract] | |||||
Shares issued (in shares) | 3,300,016 | 3,690,831 | |||
Initial Public Offering [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | |||||
Initial Public Offering [Abstract] | |||||
Gross proceeds from initial public offering | $ 149,500,000 | ||||
Initial Public Offering [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Public Shares [Member] | |||||
Initial Public Offering [Abstract] | |||||
Shares issued (in shares) | 14,950,000 | ||||
Share price (in dollars per share) | $ 10 | ||||
Gross proceeds from initial public offering | $ 149,500,000 | ||||
Over-Allotment Option [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | |||||
Initial Public Offering [Abstract] | |||||
Shares issued (in shares) | 1,950,000 | ||||
Over-Allotment Option [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Public Shares [Member] | |||||
Initial Public Offering [Abstract] | |||||
Shares issued (in shares) | 1,950,000 | ||||
Share price (in dollars per share) | $ 10 |
Related Party Transactions, Fou
Related Party Transactions, Founder Shares and Private Placement Shares (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Feb. 27, 2024 | Feb. 13, 2024 | Dec. 31, 2023 | Feb. 28, 2023 | Mar. 02, 2021 | Jan. 04, 2021 | Feb. 28, 2021 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 07, 2022 | |
Founder Shares [Abstract] | |||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Private Placement Shares [Abstract] | |||||||||||
Shares issued (in shares) | 1 | ||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | |||||||||||
Founder Shares [Abstract] | |||||||||||
Common stock, par value (in dollars per share) | $ 0.01 | ||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Private Placement [Member] | |||||||||||
Private Placement Shares [Abstract] | |||||||||||
Holding period for transfer, assignment or sale of shares | 30 days | 30 days | |||||||||
Common Class A [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | |||||||||||
Founder Shares [Abstract] | |||||||||||
Common stock, par value (in dollars per share) | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Private Placement Shares [Abstract] | |||||||||||
Shares issued (in shares) | 3,799,016 | 4,189,831 | |||||||||
Common Class B [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | |||||||||||
Founder Shares [Abstract] | |||||||||||
Common stock, par value (in dollars per share) | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Investor [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | |||||||||||
Founder Shares [Abstract] | |||||||||||
Share price (in dollars per share) | $ 24 | ||||||||||
Number of trading days | 20 days | ||||||||||
Trading day threshold period | 30 days | ||||||||||
Investor [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Private Placement [Member] | |||||||||||
Private Placement Shares [Abstract] | |||||||||||
Shares issued (in shares) | 499,000 | ||||||||||
Share price (in dollars per share) | $ 10 | ||||||||||
Gross proceeds from private placement | $ 5,000,000 | ||||||||||
Investor [Member] | Common Class A [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | |||||||||||
Founder Shares [Abstract] | |||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||||||||
Number of trading days | 20 days | 20 days | 20 days | ||||||||
Trading day threshold period | 30 days | 30 days | 30 days | ||||||||
Threshold period after initial Business Combination | 150 days | ||||||||||
Investor [Member] | Common Class A [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Minimum [Member] | |||||||||||
Founder Shares [Abstract] | |||||||||||
Share price (in dollars per share) | $ 12 | $ 12 | $ 12 | $ 12 | |||||||
Threshold period after initial Business Combination | 150 days | 150 days | |||||||||
Investor [Member] | Common Class B [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | |||||||||||
Founder Shares [Abstract] | |||||||||||
Proceeds from Issuance of Common Stock | $ 25,000 | ||||||||||
Shares issued (in shares) | 3,737,500 | ||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||||||||
Ownership interest, as converted percentage | 20% | 20% | 20% | ||||||||
Number of shares no longer subject to forfeiture (in shares) | 487,500 | ||||||||||
Period to not transfer, assign or sell Founder Shares | 1 year | 1 year | |||||||||
Investor [Member] | Common Class B [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Maximum [Member] | |||||||||||
Founder Shares [Abstract] | |||||||||||
Shares subject to forfeiture (in shares) | 487,500 | ||||||||||
Independent Directors [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | |||||||||||
Founder Shares [Abstract] | |||||||||||
Shares issued (in shares) | 90,000 | ||||||||||
Sponsor and Company Officers and Directors [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Private Placement [Member] | |||||||||||
Private Placement Shares [Abstract] | |||||||||||
Holding period for transfer, assignment or sale of shares | 30 days | 30 days |
Related Party Transactions, Rel
Related Party Transactions, Related Party Loans and Administrative Support Agreement (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Jun. 02, 2024 | May 02, 2024 | Apr. 02, 2024 | Feb. 27, 2024 | Feb. 02, 2024 | Jan. 02, 2024 | Dec. 31, 2023 | Dec. 02, 2023 | Nov. 02, 2023 | Oct. 02, 2023 | Sep. 05, 2023 | Sep. 02, 2023 | Aug. 02, 2023 | Jul. 06, 2023 | Jul. 02, 2023 | Jun. 02, 2023 | Apr. 18, 2023 | Feb. 28, 2023 | Feb. 08, 2023 | Mar. 02, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 28, 2024 | Feb. 13, 2024 | Sep. 27, 2023 | Nov. 07, 2022 | |
Related Party Loans [Abstract] | ||||||||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||
Administrative Support Agreement [Abstract] | ||||||||||||||||||||||||||||||
General and Administrative Expense | $ 5,000 | |||||||||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||
Related Party Loans [Abstract] | ||||||||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ 0.01 | |||||||||||||||||||||||||||||
Convertible notes payables, current | 2,175,000 | $ 3,616,000 | $ 3,616,000 | $ 2,175,000 | $ 120,000 | |||||||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | 1 month | 1 month | 1 month | 1 month | |||||||||||||||||||||||||
Administrative Support Agreement [Abstract] | ||||||||||||||||||||||||||||||
General and Administrative Expense | 252,199 | $ 78,851 | 863,939 | $ 1,047,448 | 4,752,272 | 1,009,074 | ||||||||||||||||||||||||
Due to related party | $ 210,000 | $ 0 | $ 0 | $ 210,000 | $ 90,000 | |||||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Common Class A [Member] | ||||||||||||||||||||||||||||||
Related Party Loans [Abstract] | ||||||||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Second Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||
Related Party Loans [Abstract] | ||||||||||||||||||||||||||||||
Loan for an aggregate deposit | $ 165,000 | $ 560,000 | $ 140,000 | $ 140,000 | $ 140,000 | $ 400,000 | ||||||||||||||||||||||||
Principal amount | $ 1,680,000 | |||||||||||||||||||||||||||||
Convertible notes payables, current | $ 1,585,000 | $ 1,585,000 | $ 1,585,000 | $ 1,585,000 | $ 0 | |||||||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | |||||||||||||||||||||
Additional amount drawn | $ 11,000 | |||||||||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Second Convertible Promissory Note [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||
Related Party Loans [Abstract] | ||||||||||||||||||||||||||||||
Loan for an aggregate deposit | $ 1,380,000 | |||||||||||||||||||||||||||||
Principal amount | $ 1,680,000 | $ 1,680,000 | ||||||||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Third Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||
Related Party Loans [Abstract] | ||||||||||||||||||||||||||||||
Loan for an aggregate deposit | $ 900,000 | $ 420,000 | 900,000 | 470,000 | ||||||||||||||||||||||||||
Principal amount | $ 900,000 | |||||||||||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | 1 month | 1 month | |||||||||||||||||||||||||||
Additional amount drawn | $ 50,000 | |||||||||||||||||||||||||||||
Investor [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||
Related Party Loans [Abstract] | ||||||||||||||||||||||||||||||
Loan for an aggregate deposit | 161,000 | |||||||||||||||||||||||||||||
Investor [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||
Related Party Loans [Abstract] | ||||||||||||||||||||||||||||||
Loan for an aggregate deposit | $ 1,221,000 | $ 1,680,000 | ||||||||||||||||||||||||||||
Investor [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Common Class A [Member] | ||||||||||||||||||||||||||||||
Related Party Loans [Abstract] | ||||||||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||||||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | |||||||||||||||||||||||||||||
Investor [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Promissory Note [Member] | ||||||||||||||||||||||||||||||
Related Party Loans [Abstract] | ||||||||||||||||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 300,000 | |||||||||||||||||||||||||||||
Loan for an aggregate deposit | $ 161,000 | |||||||||||||||||||||||||||||
Investor [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Administrative Support Agreement [Member] | ||||||||||||||||||||||||||||||
Administrative Support Agreement [Abstract] | ||||||||||||||||||||||||||||||
Monthly fee | 10,000 | 10,000 | ||||||||||||||||||||||||||||
General and Administrative Expense | 0 | $ 30,000 | 30,000 | $ 60,000 | 120,000 | 120,000 | ||||||||||||||||||||||||
Due to related party | 210,000 | 210,000 | 90,000 | |||||||||||||||||||||||||||
Investor [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Working Capital Loans [Member] | ||||||||||||||||||||||||||||||
Related Party Loans [Abstract] | ||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ 10 | |||||||||||||||||||||||||||||
Principal amount | $ 120,000 | |||||||||||||||||||||||||||||
Investor [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Working Capital Loans [Member] | Common Class A [Member] | ||||||||||||||||||||||||||||||
Related Party Loans [Abstract] | ||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ 10 | |||||||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||||||||||||||||||||||||
Investor [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | First Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||
Related Party Loans [Abstract] | ||||||||||||||||||||||||||||||
Convertible notes payables, current | 120,000 | 120,000 | 120,000 | 120,000 | 120,000 | |||||||||||||||||||||||||
Investor [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Second Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||
Related Party Loans [Abstract] | ||||||||||||||||||||||||||||||
Convertible notes payables, current | 1,585,000 | 1,585,000 | 1,585,000 | 1,585,000 | ||||||||||||||||||||||||||
Investor [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Third Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||
Related Party Loans [Abstract] | ||||||||||||||||||||||||||||||
Convertible notes payables, current | $ 470,000 | $ 900,000 | 900,000 | 470,000 | ||||||||||||||||||||||||||
Sponsor Affiliate of Sponsor or Certain Company Officers and Directors [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Working Capital Loans [Member] | ||||||||||||||||||||||||||||||
Related Party Loans [Abstract] | ||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 1,500,000 | $ 1,500,000 | ||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ 10 | $ 10 | $ 10 | $ 10 | ||||||||||||||||||||||||||
Borrowings outstanding | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2023 USD ($) shares | Mar. 02, 2021 USD ($) $ / shares shares | Jun. 30, 2024 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jul. 31, 2024 USD ($) | Aug. 08, 2022 | Feb. 25, 2021 item | |
Underwriting Agreement [Abstract] | |||||||||
Shares issued (in shares) | shares | 1 | ||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | |||||||||
Registration Rights [Abstract] | |||||||||
Period for shares to become exercisable | 30 days | 30 days | |||||||
Underwriting Agreement [Abstract] | |||||||||
Underwriting discount (in dollars per share) | $ / shares | $ 0.20 | ||||||||
Payments for Underwriting Expense | $ 3,000,000 | ||||||||
Deferred underwriting discount (in dollars per share) | $ / shares | $ 0.35 | ||||||||
Deferred underwriting commissions | $ 2,616,250 | $ 5,200,000 | $ 2,616,250 | $ 2,616,250 | $ 2,616,250 | ||||
Percentage of deferred underwriting commissions payable included in initial Business Combination | 50% | ||||||||
Gain from settlement of deferred underwriting commissions | $ 2,600,000 | $ 2,600,000 | |||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Maximum [Member] | |||||||||
Registration Rights [Abstract] | |||||||||
Number of demands eligible security holder can make | item | 3 | ||||||||
Over-Allotment Option [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | |||||||||
Underwriting Agreement [Abstract] | |||||||||
Sale of stock underwriter option term | 45 days | 45 days | |||||||
Shares issued (in shares) | shares | 1,950,000 | ||||||||
Over-Allotment Option [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | Subsequent Event [Member] | |||||||||
Underwriting Agreement [Abstract] | |||||||||
Deferred underwriting commissions | $ 3,885,125 |
Class A Ordinary Shares Subje_6
Class A Ordinary Shares Subject to Possible Redemption (Details) - CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 27, 2024 | Feb. 28, 2023 | Mar. 02, 2021 | |
Common Stock Subject to Possible Redemption [Abstract] | |||||||||||
Offering costs allocated to Class A ordinary shares subject to possible redemption | $ (8,800,000) | ||||||||||
Temporary Equity, Accretion to Redemption Value | $ 8,147,540 | ||||||||||
Waiver of deferred underwriting commissions | 2,616,250 | ||||||||||
Redemption of Class A ordinary shares | $ (4,358,804) | $ (4,358,804) | $ (115,071,882) | $ (115,071,882) | 0 | ||||||
Adjustment for accretion of Class A ordinary shares subject to possible redemption | $ 819,027 | 902,751 | $ 600,365 | $ 1,548,845 | 4,018,937 | (587,356) | |||||
Carrying Value | $ 37,838,923 | $ 37,019,896 | $ 37,838,923 | $ 40,475,949 | $ 151,528,894 | $ 4,358,804 | |||||
Common Class A [Member] | |||||||||||
Common Stock Subject to Possible Redemption [Abstract] | |||||||||||
Convertible preferred stock, shares outstanding | 3,300,016 | 3,300,016 | 3,690,831 | 14,950,000 | |||||||
Carrying Value | $ 4,358,804 | $ 115,071,882 | |||||||||
Initial Public Offering [Member] | |||||||||||
Common Stock Subject to Possible Redemption [Abstract] | |||||||||||
Gross proceeds | $ 149,500,000 | ||||||||||
Initial Public Offering [Member] | Common Class A [Member] | |||||||||||
Common Stock Subject to Possible Redemption [Abstract] | |||||||||||
Offering costs allocated to Class A ordinary shares subject to possible redemption | $ (8,734,896) |
Shareholders' Deficit (Detail_2
Shareholders' Deficit (Details) | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2024 $ / shares shares | Dec. 31, 2023 $ / shares shares | Feb. 27, 2024 shares | Feb. 13, 2024 $ / shares | Feb. 28, 2023 shares | Dec. 31, 2022 $ / shares shares | |
Stockholder's Deficit | ||||||
Common Stock, Shares Authorized | 1,000 | 1,000 | ||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common Stock, Shares, Issued | 1 | 1 | ||||
Common Stock, Shares, Outstanding | 1 | |||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||
Stockholder's Deficit | ||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||
Preferred Stock, Shares Issued | 0 | 0 | 0 | |||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | |||||
Common Stock, Voting Rights | one vote | one vote | ||||
Stock conversion basis at time of business combination percentage | 20% | 20% | ||||
Stock conversion basis at time of business combination | 1 | 1 | ||||
Common Class A [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||
Stockholder's Deficit | ||||||
Common Stock, Shares Authorized | 479,000,000 | 479,000,000 | 479,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Stock, Voting Rights | one vote | one vote | ||||
Ordinary shares, shares issued (in shares) | 3,799,016 | 4,189,831 | 15,449,000 | |||
Ordinary shares, shares outstanding (in shares) | 3,799,016 | 4,189,831 | 15,449,000 | |||
Common Stock, Shares, Issued | 499,000 | 499,000 | 499,000 | |||
Common Stock, Shares, Outstanding | 499,000 | 499,000 | 499,000 | |||
Convertible preferred stock, shares outstanding | 3,300,016 | 3,690,831 | 14,950,000 | |||
Common Class B [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||
Stockholder's Deficit | ||||||
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Ordinary shares, shares issued (in shares) | 3,737,500 | 3,737,500 | ||||
Common Stock, Shares, Issued | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | |
Common Stock, Shares, Outstanding | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Jun. 30, 2024 | Dec. 31, 2023 | |
Investments held in Trust Account [Abstract] | |||
Transfers in into Level 3 | $ 0 | ||
Transfers out of Level 3 | 0 | ||
Fair Value, Inputs, Level 1 [Member] | U.S. Treasury Securities [Member] | Maximum [Member] | |||
Investments held in Trust Account [Abstract] | |||
Investment maturity period | 185 days | 185 days | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Investments held in Trust Account [Abstract] | |||
Investments held in Trust Account | 151,628,894 | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | U.S. Treasury Securities [Member] | |||
Investments held in Trust Account [Abstract] | |||
Investments held in Trust Account | 151,628,280 | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Cash Equivalents - Money Market Funds [Member] | |||
Investments held in Trust Account [Abstract] | |||
Investments held in Trust Account | 614 | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Investments held in Trust Account [Abstract] | |||
Investments held in Trust Account | 0 | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | U.S. Treasury Securities [Member] | |||
Investments held in Trust Account [Abstract] | |||
Investments held in Trust Account | 0 | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Cash Equivalents - Money Market Funds [Member] | |||
Investments held in Trust Account [Abstract] | |||
Investments held in Trust Account | 0 | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Investments held in Trust Account [Abstract] | |||
Investments held in Trust Account | 0 | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | U.S. Treasury Securities [Member] | |||
Investments held in Trust Account [Abstract] | |||
Investments held in Trust Account | 0 | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Cash Equivalents - Money Market Funds [Member] | |||
Investments held in Trust Account [Abstract] | |||
Investments held in Trust Account | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||
Jul. 02, 2024 USD ($) | Jun. 02, 2024 USD ($) | May 02, 2024 USD ($) | Apr. 02, 2024 | Mar. 22, 2024 USD ($) | Mar. 02, 2024 USD ($) | Feb. 27, 2024 USD ($) item $ / shares shares | Feb. 13, 2024 USD ($) $ / shares shares | Feb. 09, 2024 USD ($) $ / shares | Feb. 08, 2024 USD ($) | Feb. 02, 2024 USD ($) | Jan. 02, 2024 | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 02, 2023 USD ($) | Nov. 02, 2023 | Oct. 02, 2023 | Sep. 05, 2023 USD ($) | Sep. 02, 2023 USD ($) | Aug. 02, 2023 USD ($) | Jul. 06, 2023 USD ($) | Jul. 02, 2023 | Jun. 02, 2023 USD ($) | Apr. 18, 2023 USD ($) | Feb. 28, 2023 USD ($) item shares | Feb. 08, 2023 USD ($) | Mar. 02, 2021 USD ($) | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) | Sep. 27, 2023 USD ($) | Nov. 07, 2022 $ / shares | Jan. 04, 2021 $ / shares | |
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||
Term of debt | 3 years 9 months | |||||||||||||||||||||||||||||||||
Shares issued (in shares) | shares | 1 | |||||||||||||||||||||||||||||||||
Ordinary shares, shares issued (in shares) | shares | 1 | 1 | 1 | |||||||||||||||||||||||||||||||
Ordinary shares, shares outstanding (in shares) | shares | 1 | 1 | ||||||||||||||||||||||||||||||||
CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | 1 month | 1 month | 1 month | 1 month | |||||||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | |||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||
Number of trading days under convert registration rights agreement | 15 days | |||||||||||||||||||||||||||||||||
Number of times to extend period to consummate Business Combination | item | 11 | 9 | ||||||||||||||||||||||||||||||||
Advance notice prior to applicable Termination Date | 5 days | 5 days | ||||||||||||||||||||||||||||||||
Cash deposited in Trust Account | $ 149,500,000 | $ 724,000 | $ 560,000 | $ 1,400,000 | $ 0 | |||||||||||||||||||||||||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 4,358,804 | $ 40,475,949 | $ 37,838,923 | $ 40,475,949 | $ 151,528,894 | $ 37,019,896 | ||||||||||||||||||||||||||||
Maximum [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Extension period to complete business combination after Original Termination Date | 12 months | 36 months | ||||||||||||||||||||||||||||||||
Common Class A [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Number of common shares, right to receive (in shares) | shares | 1 | |||||||||||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||
Shares issued (in shares) | shares | 3,799,016 | 4,189,831 | ||||||||||||||||||||||||||||||||
Ordinary shares, shares issued (in shares) | shares | 499,000 | 499,000 | 499,000 | 499,000 | ||||||||||||||||||||||||||||||
Ordinary shares, shares outstanding (in shares) | shares | 499,000 | 499,000 | 499,000 | 499,000 | ||||||||||||||||||||||||||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 4,358,804 | $ 115,071,882 | ||||||||||||||||||||||||||||||||
Common Class B [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Number of common shares, right to receive (in shares) | shares | 1 | |||||||||||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||||||||||||||||||||||||||
Ordinary shares, shares issued (in shares) | shares | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | ||||||||||||||||||||||||||||
Ordinary shares, shares outstanding (in shares) | shares | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | 3,737,500 | ||||||||||||||||||||||||||||
Public Shares [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued | shares | 390,815 | 11,259,169 | ||||||||||||||||||||||||||||||||
Shares issued (in shares) | shares | 3,300,016 | 3,690,831 | ||||||||||||||||||||||||||||||||
Private Placement Shares [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Shares issued (in shares) | shares | 499,000 | |||||||||||||||||||||||||||||||||
Second Convertible Promissory Note [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | |||||||||||||||||||||||||
Loan for an aggregate deposit | $ 165,000 | $ 560,000 | $ 140,000 | $ 140,000 | $ 140,000 | $ 400,000 | ||||||||||||||||||||||||||||
Additional amount drawn | $ 11,000 | |||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 1,680,000 | |||||||||||||||||||||||||||||||||
Second Convertible Promissory Note [Member] | Maximum [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Loan for an aggregate deposit | $ 1,380,000 | |||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,680,000 | $ 1,680,000 | ||||||||||||||||||||||||||||||||
Third Convertible Promissory Note [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | 1 month | 1 month | |||||||||||||||||||||||||||||||
Loan for an aggregate deposit | $ 900,000 | $ 420,000 | $ 900,000 | $ 470,000 | ||||||||||||||||||||||||||||||
Additional amount drawn | $ 50,000 | |||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 900,000 | |||||||||||||||||||||||||||||||||
Fourth Convertible Promissory Note [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Loan for an aggregate deposit | $ 111,000 | $ 111,000 | $ 111,000 | $ 540,000 | ||||||||||||||||||||||||||||||
Additional amount drawn | $ 74,000 | $ 53,000 | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | |||||||||||||||||||||||||||||||||
New Adagio Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 20,000,000 | |||||||||||||||||||||||||||||||||
Debt instrument, percentage | 13% | |||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 10 | |||||||||||||||||||||||||||||||||
New Adagio Convertible Notes [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 12,500,000 | |||||||||||||||||||||||||||||||||
Cashless exercise of warrants issued (in shares) | shares | 937,500 | |||||||||||||||||||||||||||||||||
Number of trading days under convert registration rights agreement | 45 days | |||||||||||||||||||||||||||||||||
Sponsor [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Loan for an aggregate deposit | $ 161,000 | |||||||||||||||||||||||||||||||||
Shares issued to investors (in shares) | shares | 1,147,500 | |||||||||||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 24 | |||||||||||||||||||||||||||||||||
Lock-up period beginning on the Closing Date | 365 days | |||||||||||||||||||||||||||||||||
Lock-up period after the Closing Date | 6 months | |||||||||||||||||||||||||||||||||
Number of trading days | 20 days | |||||||||||||||||||||||||||||||||
Trading day threshold period | 30 days | |||||||||||||||||||||||||||||||||
Cash deposited in Trust Account | $ 111,000 | |||||||||||||||||||||||||||||||||
Sponsor [Member] | Maximum [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Loan for an aggregate deposit | $ 1,221,000 | 1,680,000 | ||||||||||||||||||||||||||||||||
Sponsor [Member] | Common Class A [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | |||||||||||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||||||||||||||||
Number of trading days | 20 days | 20 days | 20 days | |||||||||||||||||||||||||||||||
Trading day threshold period | 30 days | 30 days | 30 days | |||||||||||||||||||||||||||||||
Number of times to extend period to consummate Business Combination | item | 11 | |||||||||||||||||||||||||||||||||
Advance notice prior to applicable Termination Date | 5 days | |||||||||||||||||||||||||||||||||
Extension period to complete business combination after Original Termination Date | 48 months | |||||||||||||||||||||||||||||||||
Threshold period after initial Business Combination | 150 days | |||||||||||||||||||||||||||||||||
Sponsor [Member] | Common Class A [Member] | Minimum [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 12 | $ 12 | $ 12 | $ 12 | ||||||||||||||||||||||||||||||
Threshold period after initial Business Combination | 150 days | 150 days | ||||||||||||||||||||||||||||||||
Sponsor [Member] | Common Class B [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||||||||||||||||
Shares forfeited (in shares) | shares | 1,000,000 | |||||||||||||||||||||||||||||||||
Sponsor [Member] | Second Convertible Promissory Note [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Cash deposited in Trust Account | $ 111,000 | 420,000 | ||||||||||||||||||||||||||||||||
Sponsor [Member] | Fourth Convertible Promissory Note [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Loan for an aggregate deposit | $ 1,000,000 | |||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 10 | |||||||||||||||||||||||||||||||||
Cash deposited in Trust Account | $ 111,000 | |||||||||||||||||||||||||||||||||
Sponsor [Member] | Amended and Restated Memorandum [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Cash deposited in Trust Account | $ 111,000 | $ 140,000 | ||||||||||||||||||||||||||||||||
Percentage of ordinary shares issued and outstanding held by initial shareholders. | 56.20% | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||||||||||||||||||||||||||
Term of debt | 3 years 9 months | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | |||||||||||||||||||||||||||||||||
Number of trading days under convert registration rights agreement | 15 days | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Common Class A [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Number of common shares, right to receive (in shares) | shares | 1 | |||||||||||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||||||||||||||||
Shares issued (in shares) | shares | 3,799,016 | |||||||||||||||||||||||||||||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 4,358,804 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Common Class B [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Number of common shares, right to receive (in shares) | shares | 1 | |||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||||||||||||||||||||||||||
Ordinary shares, shares issued (in shares) | shares | 3,737,500 | |||||||||||||||||||||||||||||||||
Ordinary shares, shares outstanding (in shares) | shares | 3,737,500 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Public Shares [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued | shares | 390,815 | |||||||||||||||||||||||||||||||||
Shares issued (in shares) | shares | 3,300,016 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Private Placement Shares [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Shares issued (in shares) | shares | 499,000 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Second Convertible Promissory Note [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | 1 month | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,680,000 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Third Convertible Promissory Note [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | 1 month | ||||||||||||||||||||||||||||||||
Loan for an aggregate deposit | $ 140,000 | $ 140,000 | ||||||||||||||||||||||||||||||||
Additional amount drawn | $ 50,000 | $ 100,000 | ||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Fourth Convertible Promissory Note [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Loan for an aggregate deposit | $ 540,000 | $ 1,000,000 | ||||||||||||||||||||||||||||||||
Subsequent Event [Member] | New Adagio Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 20,000,000 | |||||||||||||||||||||||||||||||||
Debt instrument, percentage | 13% | |||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 10 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | PIPE Financing | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 45,000,000 | |||||||||||||||||||||||||||||||||
Additional Investment to Debt | $ 8,100,000 | |||||||||||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 10 | |||||||||||||||||||||||||||||||||
Exercise price of pre-funded warrants (In dollars per share) | $ / shares | $ 0.01 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | PIPE Financing | Maximum [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Additional financing being raised prior to closing | $ 1,070,575 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | PIPE Financing | 2023 Bridge Financing Notes [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 23,000,000 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | PIPE Financing | 2024 Bridge Financing Notes [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Convertible promissory note | 7,000,000 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | PIPE Financing | New Adagio Convertible Notes [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 5,500,000 | |||||||||||||||||||||||||||||||||
Cashless exercise of warrants issued (in shares) | shares | 937,500 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Convertible Security Financing [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 20,000,000 | |||||||||||||||||||||||||||||||||
Debt instrument, percentage | 13% | |||||||||||||||||||||||||||||||||
Cashless exercise of warrants issued (in shares) | shares | 1,500,000 | |||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 10 | |||||||||||||||||||||||||||||||||
Cash price (in dollars per share) | $ / shares | $ 24 | |||||||||||||||||||||||||||||||||
Term of debt | 3 years 9 months | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Sponsor [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Shares issued to investors (in shares) | shares | 1,147,500 | |||||||||||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 24 | |||||||||||||||||||||||||||||||||
Lock-up period beginning on the Closing Date | 365 days | |||||||||||||||||||||||||||||||||
Lock-up period after the Closing Date | 6 months | |||||||||||||||||||||||||||||||||
Number of trading days | 20 days | |||||||||||||||||||||||||||||||||
Trading day threshold period | 30 days | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Sponsor [Member] | Common Class A [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Period of time for an extension to consummate Business Combination | 1 month | |||||||||||||||||||||||||||||||||
Number of trading days | 20 days | |||||||||||||||||||||||||||||||||
Trading day threshold period | 30 days | |||||||||||||||||||||||||||||||||
Number of times to extend period to consummate Business Combination | item | 11 | |||||||||||||||||||||||||||||||||
Advance notice prior to applicable Termination Date | 5 days | |||||||||||||||||||||||||||||||||
Extension period to complete business combination after Original Termination Date | 48 months | |||||||||||||||||||||||||||||||||
Threshold period after initial Business Combination | 150 days | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Sponsor [Member] | Common Class A [Member] | Minimum [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 12 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Sponsor [Member] | Common Class B [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Shares forfeited (in shares) | shares | 1,000,000 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Sponsor [Member] | Second Convertible Promissory Note [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Cash deposited in Trust Account | $ 111,000 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Sponsor [Member] | Amended and Restated Memorandum [Member] | CIK0001838821_ARYA Sciences Acquisition Corp IV [Member] | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Cash deposited in Trust Account | $ 111,000 | |||||||||||||||||||||||||||||||||
Percentage of ordinary shares issued and outstanding held by initial shareholders. | 56.20% |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||||||
Total assets | ||||||
Current liabilities | ||||||
Total liabilities | 5,000 | 5,000 | ||||
Stockholders' deficit | ||||||
Common stock, $0.001 par value; 6,594,946 shares authorized as of June 30, 2024 and December 31, 2023; 786,782 shares and 786,510 shares issued as of June 30, 2024 and December 31, 2023, respectively; 780,180 shares and 779,908 shares outstanding as of June 30, 2024 and December 31, 2023, respectively. | 0 | 0 | ||||
Additional paid-in capital | 2,134,199 | 0 | ||||
Accumulated deficit | (2,139,199) | (5,000) | ||||
Total stockholders' deficit | (5,000) | $ (5,000) | (5,000) | |||
Total liabilities, convertible preferred stock, and stockholders' deficit | 0 | 0 | ||||
Adagio Medical Inc | ||||||
Current assets | ||||||
Cash and cash equivalents | 2,045,000 | 1,383,000 | $ 5,547,000 | |||
Accounts receivable, net | 167,000 | 71,000 | ||||
Inventory, net | 4,062,000 | 3,322,000 | 367,000 | |||
Prepaid expenses | 182,000 | 232,000 | 291,000 | |||
Other current assets | 180,000 | 177,000 | 527,000 | |||
Total current assets | 6,636,000 | 5,185,000 | 6,732,000 | |||
Property and equipment, net | 1,154,000 | 1,487,000 | 1,647,000 | |||
Right-of-use assets, net | 260,000 | 130,000 | 292,000 | |||
Other assets | 19,000 | 23,000 | 26,000 | |||
Total assets | 8,069,000 | 6,825,000 | 8,697,000 | |||
Current liabilities | ||||||
Accounts payable | 5,580,000 | 3,830,000 | 1,011,000 | |||
Accrued liabilities | 3,429,000 | 3,048,000 | 2,157,000 | |||
Operating lease liabilities, current | 140,000 | 79,000 | 163,000 | |||
Convertible notes payable, current | 50,955,000 | 37,986,000 | 9,500,000 | |||
Warrant liabilities | 417,000 | 78,000 | ||||
Term loan, current | 990,000 | 1,695,000 | ||||
Accrued transaction costs | 145,000 | 444,000 | ||||
Other accrued liabilities | 3,000,000 | 1,572,000 | 137,000 | |||
Total current liabilities | 64,656,000 | 48,732,000 | 12,968,000 | |||
Operating lease liabilities, long-term | 121,000 | 52,000 | 134,000 | |||
Term loan, long-term | 143,000 | |||||
Other long-term liabilities | 6,000 | 8,000 | 3,000 | |||
Total liabilities | 64,783,000 | 48,935,000 | 13,105,000 | |||
Commitments and contingencies (Note 10) | ||||||
Convertible preferred stock, $0.001 par value; 4,939,946 shares authorized as of June 30, 2024 and December 31, 2023; 4,732,044 shares and 4,939,946 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively, with aggregate liquidation preference of $86,936 and $91,637 as of June 30, 2024 and December 31, 2023, respectively | 86,783,000 | 91,469,000 | $ 91,469,000 | 91,469,000 | $ 91,469,000 | |
Stockholders' deficit | ||||||
Common stock, $0.001 par value; 6,594,946 shares authorized as of June 30, 2024 and December 31, 2023; 786,782 shares and 786,510 shares issued as of June 30, 2024 and December 31, 2023, respectively; 780,180 shares and 779,908 shares outstanding as of June 30, 2024 and December 31, 2023, respectively. | 1,000 | 1,000 | 1,000 | |||
Additional paid-in capital | 6,163,000 | 1,608,000 | 1,153,000 | |||
Accumulated other comprehensive income | 22,000 | 17,000 | 28,000 | |||
Accumulated deficit | (149,683,000) | (135,205,000) | (97,059,000) | |||
Total stockholders' deficit | (143,497,000) | (133,579,000) | $ (113,492,000) | (95,877,000) | $ (72,618,000) | |
Total liabilities, convertible preferred stock, and stockholders' deficit | $ 8,069,000 | $ 6,825,000 | $ 8,697,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | 1,000 | 1,000 | |||
Common stock, shares issued | 1 | 1 | |||
Common stock, shares outstanding | 1 | ||||
Adagio Medical Inc | |||||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||
Convertible preferred stock, shares authorized | 4,939,946 | 4,939,946 | 4,939,946 | ||
Convertible preferred stock, shares issued | 4,732,044 | 4,939,946 | 4,939,946 | 4,939,946 | 4,939,946 |
Convertible preferred stock, shares outstanding | 4,732,044 | 4,939,946 | 4,939,946 | ||
Convertible preferred stock, liquidation preference value | $ 86,936 | $ 91,637 | $ 91,637 | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized | 6,594,946 | 6,594,946 | 6,594,946 | ||
Common stock, shares issued | 786,782 | 786,510 | 762,762 | ||
Common stock, shares outstanding | 780,180 | 779,908 | 756,160 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Dec. 31, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cost of revenue and operating expenses: | |||||||
Loss from operations | $ (5,000) | ||||||
Other income (expense) | |||||||
Net loss | $ (5,000) | $ (713,794) | $ (1,420,405) | $ (2,134,199) | |||
Other comprehensive income (loss): | |||||||
Basic net loss per common share (in dollars per share) | $ (5,000) | $ (713,794) | $ (2,134,199) | ||||
Diluted net loss per common share (in dollars per share) | $ (5,000) | $ (713,794) | $ (2,134,199) | ||||
Basic weighted average shares outstanding (in shares) | 1 | 1 | 1 | ||||
Diluted weighted average shares outstanding (in shares) | 1 | 1 | 1 | ||||
Adagio Medical Inc | |||||||
Revenue | $ 280,000 | $ 181,000 | $ 300,000 | $ 189,000 | |||
Cost of revenue and operating expenses: | |||||||
Cost of revenue | 1,224,000 | 719,000 | 1,306,000 | 875,000 | |||
Research and development | 6,334,000 | 9,207,000 | 15,399,000 | 17,855,000 | |||
Selling, general, and administrative | 8,196,000 | 3,783,000 | 11,537,000 | 5,372,000 | |||
Total cost of revenue and operating expenses | 15,754,000 | 13,709,000 | 28,242,000 | 24,102,000 | |||
Loss from operations | (15,474,000) | (13,528,000) | (27,942,000) | (23,913,000) | |||
Other income (expense) | |||||||
Convertible notes fair value adjustment | 2,531,000 | (3,649,000) | (8,486,000) | ||||
Warrant liabilities fair value adjustment | 14,000 | (60,000) | (42,000) | ||||
Interest expense | (1,514,000) | (597,000) | (1,659,000) | (137,000) | |||
Interest income | 3,000 | 3,000 | 39,000 | ||||
Other (expense) income, net | (38,000) | 10,000 | (20,000) | 338,000 | |||
Total other income (expense), net | 996,000 | (4,296,000) | (10,204,000) | 240,000 | |||
Net loss | (14,478,000) | (17,824,000) | (38,146,000) | (23,673,000) | |||
Other comprehensive income (loss): | |||||||
Foreign currency translation adjustment | 5,000 | (5,000) | (11,000) | 24,000 | |||
Comprehensive loss | $ (14,473,000) | $ (17,829,000) | $ (38,157,000) | $ (23,649,000) | |||
Basic net loss per common share (in dollars per share) | $ (18.56) | $ (23.49) | $ (50.20) | $ (31.50) | |||
Diluted net loss per common share (in dollars per share) | $ (18.56) | $ (23.49) | $ (50.20) | $ (31.50) | |||
Basic weighted average shares outstanding (in shares) | 779,908 | 758,942 | 759,814 | 751,568 | |||
Diluted weighted average shares outstanding (in shares) | 779,908 | 758,942 | 759,814 | 751,568 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit - USD ($) | Common Stock Adagio Medical Inc | Common Stock | Additional Paid-in Capital Adagio Medical Inc | Additional Paid-in Capital | Accumulated Deficit Adagio Medical Inc | Accumulated Deficit | Accumulated Other Comprehensive Income Adagio Medical Inc | Adagio Medical Inc | Total |
Beginning Balance at Dec. 31, 2021 | $ 91,469,000 | ||||||||
Beginning Balance (in shares) at Dec. 31, 2021 | 4,939,946 | ||||||||
Ending Balance at Dec. 31, 2022 | $ 91,469,000 | ||||||||
Ending Balance (in shares) at Dec. 31, 2022 | 4,939,946 | ||||||||
Beginning Balance at Dec. 31, 2021 | $ 1,000 | $ 763,000 | $ (73,386,000) | $ 4,000 | $ (72,618,000) | ||||
Beginning Balance (in shares) at Dec. 31, 2021 | 745,193 | ||||||||
Increase (Decrease) in Stockholders' Deficit | |||||||||
Foreign currency translation adjustment | 24,000 | 24,000 | |||||||
Stock option exercises | 25,000 | $ 25,000 | |||||||
Stock option exercises (in shares) | 10,967 | 11,217 | |||||||
Stock-based compensation | 365,000 | $ 365,000 | |||||||
Net loss | (23,673,000) | (23,673,000) | |||||||
Ending Balance at Dec. 31, 2022 | $ 1,000 | 1,153,000 | (97,059,000) | 28,000 | $ (95,877,000) | ||||
Ending Balance (in shares) at Dec. 31, 2022 | 756,160 | 762,762 | |||||||
Beginning Balance at Dec. 31, 2022 | $ 91,469,000 | ||||||||
Beginning Balance (in shares) at Dec. 31, 2022 | 4,939,946 | ||||||||
Ending Balance at Jun. 30, 2023 | $ 91,469,000 | ||||||||
Ending Balance (in shares) at Jun. 30, 2023 | 4,939,946 | ||||||||
Beginning Balance at Dec. 31, 2022 | $ 1,000 | 1,153,000 | (97,059,000) | 28,000 | $ (95,877,000) | ||||
Beginning Balance (in shares) at Dec. 31, 2022 | 756,160 | 762,762 | |||||||
Increase (Decrease) in Stockholders' Deficit | |||||||||
Foreign currency translation adjustment | (5,000) | $ (5,000) | |||||||
Stock option exercises | 10,000 | 10,000 | |||||||
Stock option exercises (in shares) | 4,758 | ||||||||
Stock-based compensation | 204,000 | 204,000 | |||||||
Net loss | (17,824,000) | (17,824,000) | |||||||
Ending Balance at Jun. 30, 2023 | $ 1,000 | 1,367,000 | (114,883,000) | 23,000 | (113,492,000) | ||||
Ending Balance (in shares) at Jun. 30, 2023 | 760,918 | ||||||||
Beginning Balance at Dec. 31, 2022 | $ 91,469,000 | ||||||||
Beginning Balance (in shares) at Dec. 31, 2022 | 4,939,946 | ||||||||
Ending Balance at Dec. 31, 2023 | $ 91,469,000 | ||||||||
Ending Balance (in shares) at Dec. 31, 2023 | 4,939,946 | ||||||||
Beginning Balance at Dec. 31, 2022 | $ 1,000 | 1,153,000 | (97,059,000) | 28,000 | $ (95,877,000) | ||||
Beginning Balance (in shares) at Dec. 31, 2022 | 756,160 | 762,762 | |||||||
Increase (Decrease) in Stockholders' Deficit | |||||||||
Foreign currency translation adjustment | (11,000) | $ (11,000) | |||||||
Stock option exercises | 13,000 | $ 13,000 | |||||||
Stock option exercises (in shares) | 23,748 | 5,669 | |||||||
Stock-based compensation | 442,000 | $ 442,000 | |||||||
Net loss | (38,146,000) | (38,146,000) | |||||||
Ending Balance at Dec. 31, 2023 | $ 1,000 | $ 0 | 1,608,000 | $ 0 | (135,205,000) | $ (5,000) | 17,000 | $ (133,579,000) | $ (5,000) |
Ending Balance (in shares) at Dec. 31, 2023 | 779,908 | 1 | 786,510 | 1 | |||||
Ending Balance at Jun. 30, 2023 | $ 91,469,000 | ||||||||
Ending Balance (in shares) at Jun. 30, 2023 | 4,939,946 | ||||||||
Ending Balance at Jun. 30, 2023 | $ 1,000 | 1,367,000 | (114,883,000) | 23,000 | $ (113,492,000) | ||||
Ending Balance (in shares) at Jun. 30, 2023 | 760,918 | ||||||||
Ending Balance at Dec. 31, 2023 | $ 91,469,000 | ||||||||
Ending Balance (in shares) at Dec. 31, 2023 | 4,939,946 | ||||||||
Beginning Balance at Dec. 18, 2023 | $ 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Deficit | |||||||||
Net loss | 0 | 0 | (5,000) | $ (5,000) | |||||
Ending Balance at Dec. 31, 2023 | $ 1,000 | $ 0 | 1,608,000 | 0 | (135,205,000) | (5,000) | 17,000 | $ (133,579,000) | $ (5,000) |
Ending Balance (in shares) at Dec. 31, 2023 | 779,908 | 1 | 786,510 | 1 | |||||
Increase (Decrease) in Stockholders' Deficit | |||||||||
Net loss | (1,420,405) | $ (1,420,405) | |||||||
Ending Balance at Mar. 31, 2024 | 1,420,405 | (1,425,405) | (5,000) | ||||||
Ending Balance (in shares) at Mar. 31, 2024 | 1 | ||||||||
Beginning Balance at Dec. 31, 2023 | $ 91,469,000 | ||||||||
Beginning Balance (in shares) at Dec. 31, 2023 | 4,939,946 | ||||||||
Increase (Decrease) in Convertible Preferred Stock | |||||||||
Exchange preferred stock for pre-funded warrants | $ (4,686,000) | ||||||||
Exchange preferred stock for pre-funded warrants (shares) | (207,902) | ||||||||
Ending Balance at Jun. 30, 2024 | $ 86,783,000 | ||||||||
Ending Balance (in shares) at Jun. 30, 2024 | 4,732,044 | ||||||||
Beginning Balance at Dec. 31, 2023 | $ 1,000 | $ 0 | 1,608,000 | 0 | (135,205,000) | (5,000) | 17,000 | $ (133,579,000) | $ (5,000) |
Beginning Balance (in shares) at Dec. 31, 2023 | 779,908 | 1 | 786,510 | 1 | |||||
Increase (Decrease) in Stockholders' Deficit | |||||||||
Foreign currency translation adjustment | 5,000 | $ 5,000 | |||||||
Exchange preferred stock for pre-funded warrants | 4,332,000 | 4,332,000 | |||||||
Stock option exercises | 2,000 | $ 2,000 | |||||||
Stock option exercises (in shares) | 272 | 0 | |||||||
Stock-based compensation | 221,000 | $ 221,000 | |||||||
Net loss | (14,478,000) | (14,478,000) | $ (2,134,199) | ||||||
Ending Balance at Jun. 30, 2024 | $ 1,000 | 6,163,000 | 2,134,199 | (149,683,000) | (2,139,199) | 22,000 | $ (143,497,000) | $ (5,000) | |
Ending Balance (in shares) at Jun. 30, 2024 | 780,180 | 1 | 786,782 | 1 | |||||
Ending Balance at Jun. 30, 2024 | $ 86,783,000 | ||||||||
Ending Balance (in shares) at Jun. 30, 2024 | 4,732,044 | ||||||||
Beginning Balance at Mar. 31, 2024 | 1,420,405 | (1,425,405) | $ (5,000) | ||||||
Beginning Balance (in shares) at Mar. 31, 2024 | 1 | ||||||||
Increase (Decrease) in Stockholders' Deficit | |||||||||
Net loss | (713,794) | (713,794) | |||||||
Ending Balance at Jun. 30, 2024 | $ 1,000 | $ 6,163,000 | $ 2,134,199 | $ (149,683,000) | $ (2,139,199) | $ 22,000 | $ (143,497,000) | $ (5,000) | |
Ending Balance (in shares) at Jun. 30, 2024 | 780,180 | 1 | 786,782 | 1 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Cash flows from operating activities | |
Net loss | $ (2,134,199) |
Net change in operating assets and liabilities | |
Net cash used in operating activities | 0 |
Cash flows from financing activities | |
Increase / (Decrease) in cash and cash equivalents | 0 |
Cash and cash equivalents, beginning of period | 0 |
Cash and cash equivalents, end of period | 0 |
Adagio Medical Inc | |
Cash flows from operating activities | |
Net loss | (14,478,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Depreciation and amortization | 587,000 |
Non-cash operating lease expense | 83,000 |
Stock-based compensation | 221,000 |
Provision for inventory impairment | 41,000 |
Amortization of term loan discount | (10,000) |
Loss on disposal of property and equipment | 58,000 |
Change in fair value of convertible notes payable | (2,531,000) |
Change in fair value of warrant liabilities | (14,000) |
Net change in operating assets and liabilities | |
Accounts receivable, net | (99,000) |
Inventory, net | (788,000) |
Prepaid expenses and other current assets | 45,000 |
Accounts payable | 1,750,000 |
Accrued liabilities | 386,000 |
Accrued transaction costs | (299,000) |
Other accrued liabilities | 1,428,000 |
Operating lease liabilities | (84,000) |
Net cash used in operating activities | (13,684,000) |
Cash flows from investing activities | |
Purchases of property and equipment | (337,000) |
Net cash used in investing activities | (337,000) |
Cash flows from financing activities | |
Proceeds from issuance of convertible notes payable | 15,500,000 |
Repayment of non-convertible term loan | (857,000) |
Net cash provided by financing activities | 14,643,000 |
Effect of foreign currency translation on cash and cash equivalents | 40,000 |
Increase / (Decrease) in cash and cash equivalents | 662,000 |
Cash and cash equivalents, beginning of period | 1,383,000 |
Cash and cash equivalents, end of period | 2,045,000 |
Supplemental disclosures of cash flow information: | |
Cash paid for interest | 76,000 |
Supplemental disclosure of noncash investing and financing activities: | |
Right-of-use assets obtained in exchange for lease liabilities | (216,000) |
Lease liabilities recorded for operating lease right-of-use assets | 216,000 |
Exchange preferred stock for pre-funded warrants | $ 4,332,000 |
Organization and Description of
Organization and Description of Business | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Organization and Description of Business | Note 1 — Organization and Description of Business Adagio Medical, Inc. and its wholly-owned subsidiary (collectively, the “Company”) is a medical technology company focused on the development and commercialization of ablation technologies for the treatment of cardiac arrhythmias, including atrial fibrillation, atrial flutter, and ventricular tachycardia. The Company’s technologies center on ultra-low temperature cryoablation (“ULTC”) and pulsed field cryoablation (“PFCA”), designed to produce durable, contiguous, transmural lesions anywhere in the heart using the Company’s proprietary consoles, catheters, and stylets. The Company received CE Marking in Europe for its iCLAS™ Cryoablation System and VT Cryoablation System in June 2020 and March 2024, respectively, and has commercially launched in the EU. The Company has not launched commercially in the U.S. but is working towards obtaining the necessary regulatory approvals to do so. The Company was incorporated in the state of Delaware on January 18, 2011, and is headquartered in Laguna Hills, California. Adagio Medical GmbH was formed in March 2020 and is a wholly-owned subsidiary that provides direct sales, distribution, marketing services, and clinical trial management in Europe. On February 13, 2024, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (“ARYA”), Aja HoldCo, Inc., a Delaware corporation (“ListCo”), Aja Merger Sub 1, a Cayman Islands exempted company (“ARYA Merger Sub”), the Company, and Aja Merger Sub 2, Inc., a Delaware corporation (“Company Merger Sub”) entered into the business combination agreement (“Business Combination Agreement”) pursuant to which (i) ARYA Merger Sub will be merged with and into ARYA (the “ARYA Merger”), with ARYA surviving the ARYA Merger as a direct wholly-owned subsidiary of ListCo and (ii) Company Merger Sub will be merged with and into Adagio (the “Adagio Merger” and, together with the ARYA Merger, the “Mergers”), with Adagio surviving the Adagio Merger as a direct wholly-owned subsidiary of ListCo (the “Business Combination”). In connection with the consummation of the Business Combination, ListCo will change its name to “Adagio Medical Holdings, Inc.” (“New Adagio”). The Business Combination closed on July 31, 2024. See Note 16-Subsequent Events Liquidity and Going Concern The Company has limited revenue and has incurred operating losses and negative cash flows from operations since its inception and anticipates that it will continue to do so for at least the next several years. As of June 30, 2024 and December 31, 2023, the Company had cash and cash equivalents of $2.0 million and $1.4 million, respectively. For the six months ended June 30, 2024 and 2023, net losses were $14.5 million and $17.8 million, respectively, and net cash used in operating activities was $13.7 million and $12.2 million, respectively. As of June 30, 2024 and December 31, 2023, the Company had an accumulated deficit of $149.7 million and $135.2 million, respectively, and working capital deficit of $58.0 million and $43.5 million, respectively. Management does not believe the Company’s current cash and cash equivalents are sufficient to fund operations for at least the next 12 months from the issuance date of the condensed consolidated financial statements. Management believes that this raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to mitigate the conditions and events that raise substantial doubt about its ability to continue as a going concern entity by (i) pursuing a public offering of its common stock or in a business combination (the “SPAC transaction”) with a Special Purpose Acquisition Company (the “SPAC”) to obtain additional capital and align the Company’s long-term operating strategy (refer to the Business Combination in Note 1-Organization and Description of Business On July 31, 2024, the Company announced the closing of its previously announced Business Combination with the Company and ListCo (the “Closing”) (see Note 1). As of July 31, 2024, substantial doubt about our ability to continue as a going concern was alleviated due to the closing of a business combination. Strategic Realignment of Resources and Corporate Restructuring On December 1, 2023, the Company’s management approved a strategic realignment of resources and corporate restructuring (the “RIF”) designed to reallocate capital, conformant to its business focus for the next two years. As part of the RIF, the Company initiated a reduction in its current workforce of 20 employees, representing approximately 19% of the Company’s employees, which was completed on December 15, 2023. In compliance with the Worker Adjustment and Retraining Notification Act, the Company has provided termination notices to affected employees and government authorities if required. The Company made no payment for severance or related benefit costs. The Company made no payment of retention bonuses. | Note 1 — Organization and Description of Business Adagio Medical, Inc. and its wholly-owned subsidiary (the “Company”) is a medical technology company focused on the development and commercialization of ablation technologies for the treatment of cardiac arrhythmias, including atrial fibrillation, atrial flutter, and ventricular tachycardia. The Company’s technologies center on ultra-low temperature cryoablation (“ULTC”) and pulsed field cryoablation (“PFCA”), designed to produce durable, contiguous, transmural lesions anywhere in the heart using the Company’s proprietary consoles, catheters, and stylets. The Company received CE Marking in Europe for its iCLAS™ Cryoablation System in June 2020 and has commercially launched in the EU. The Company has not launched commercially in the U.S. but is working towards obtaining the necessary regulatory approvals to do so. The Company was incorporated in the state of Delaware on January 18, 2011, and is headquartered in Laguna Hills, California. Adagio Medical GmbH was formed in March 2020 and is a wholly-owned subsidiary that provides direct sales, distribution, marketing services, and clinical trial management in Europe. Liquidity and Going Concern The Company has limited revenue and has incurred operating losses and negative cash flows from operations since its inception and anticipates that it will continue to do so for at least the next several years. As of December 31, 2023 and 2022, the Company had cash and cash equivalents of $1.4 million and $5.5 million, respectively. For the years ended December 31, 2023 and 2022, net losses were $38.1 million and $23.7 million, respectively, and net cash used in operating activities was $25.7 million and $22.4 million, respectively. As of December 31, 2023 and 2022, the Company had an accumulated deficit of $135.2 million and $97.1 million, respectively, and working capital deficit of $43.5 million and $6.2 million, respectively. Management does not believe the Company’s current cash and cash equivalents are sufficient to fund operations for at least the next 12 months from the issuance date of the consolidated financial statements. Management believes that this raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to mitigate the conditions and events that raise substantial doubt about its ability to continue as a going concern entity by (i) pursuing a public offering of its common stock or in a business combination (the “SPAC transaction”) with a Special Purpose Acquisition Company (the “SPAC”) to obtain additional capital and align the Company’s long-term operating strategy (refer to Note 16-Subsequent Events If the Company is unable to maintain sufficient financial resources, its business, financial condition, and results of operations will be materially and adversely affected. The Company may be required to delay, limit, reduce or terminate its product discovery and development activities or future commercialization efforts. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include adjustments that might result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. Strategic Realignment of Resources and Corporate Restructuring On December 1, 2023, the Company’s management approved a strategic realignment of resources and corporate restructuring (the “RIF”) designed to reallocate capital, conformant to its business focus for the next two years. As part of the RIF, the Company initiated a reduction in its current workforce of 20 employees, representing approximately 19% of the Company’s employees, which was completed on December 15, 2023. In compliance with the Worker Adjustment and Retraining Notification Act, the Company has provided termination notices to affected employees and government authorities if required. The Company made no payment for severance or related benefit costs. The Company made no payment of retention bonuses. |
Summary of Significant Accou_15
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Unaudited Interim Financial Information The accompanying interim condensed consolidated balance sheet as of June 30, 2024, the condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2024 and 2023, the condensed consolidated statements of convertible preferred stock and stockholders’ deficit, and the condensed consolidated statements of cash flows for the six months ended June 30, 2024 and 2023, and the related footnote disclosures are unaudited. These unaudited interim financial statements have been prepared in accordance with U.S. GAAP and, in management’s opinion, on a basis consistent with the audited financial statements and reflect all adjustments which only include normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of June 30, 2024 and its results of operations and comprehensive loss for the six months ended June 30, 2024 and 2023, and cash flows for the six months ended June 30, 2024 and 2023. The results for the six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or any other interim period. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new standard at the time private companies adopt the new or revised standard. Principles of Consolidation The condensed consolidated financial statements include the accounts of Adagio Medical, Inc. and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates and Assumptions The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and disclosures of contingent assets and liabilities. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue and expenses that are not readily apparent from other sources. Actual results could differ from those estimates. Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates as one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less from the date of purchase, including its money market account, to be cash equivalents. All of the Company’s cash equivalents have liquid markets. Cash deposits held in accounts at each United States financial institution are insured up to $0.25 million by the Federal Deposit Insurance Corporation (“FDIC”). Cash deposits held in accounts at each European Union financial institution are insured up to €0.1 million by the Deposit Guarantee Scheme. The Company maintains its cash in bank deposit accounts that, at times, may exceed the stated insured limits. Any loss incurred or lack of access to uninsured funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. Management does not expect any losses on such accounts. Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents. The Company deposits its cash and cash equivalents with major financial institutions; however, at times, deposits may exceed the amount of insurance provided. The Company has not experienced any losses on its deposits since inception. As of June 30, 2024, $1.2 million of the Company’s cash was held with Silicon Valley Bank (“SVB”), and exceeded federally insured limits. On March 10, 2023, Silicon Valley Bank was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. On March 12, 2023, the Secretary of the Treasury, the chair of the Federal Reserve Board and the chairman of the FDIC released a joint statement related to the FDIC’s resolution of the Silicon Valley Bank receivership, which provided that all depositors would have access to all their money starting March 13, 2023. As of the issuance date of these financial statements, all cash deposited by the Company with SVB, now a division of First Citizens Bank and Trust Company, has been accessible by the Company. Revenue Recognition The Company generates product revenue primarily from the sale of cryoablation catheters, stylets, esophageal warming balloons, and other accessories (collectively, the “Consumables”) used with the Company’s cryoablation consoles (“Consoles”). The Company sells its products directly to hospitals and medical centers. To a lesser extent, the Company also generates lease revenue from the implied rental of Consoles loaned to customers at no charge. The Company accounts for revenue earned from contracts with customers under ASC 606, Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer. ● Step 2: Identify the performance obligations in the contract. ● Step 3: Determine the transaction price. ● Step 4: Allocate the transaction price to the performance obligations in the contract. ● Step 5: Recognize revenue when, or as, the company satisfies a performance obligation. The Company’s customer contracts generally have performance obligations that contain deliverables consisting of the Consumables and may also include Consoles loaned to customers. The Company evaluates each promise within a multiple-performance obligation arrangement to determine whether it represents a distinct performance obligation. The primary performance obligations in the Company’s customer arrangements from which it derives revenue is the sale of the Consumables. When the Company loans the Console to the customer, it retains title to the Console at all times and does not require minimum purchase commitments from the customer related to any Consumables. In such cases, the Company invoices the customer for the Consumables based on customer orders received. Over time, the Company expects to recover the cost of the loaned Console through the customer’s continued purchasing and use of additional Consumables. For these reasons, the Company has determined that part of the arrangement consideration for the Consumables is an implied rental payment for use of the Console. Therefore, the Company allocates the arrangement consideration between the lease components (i.e., the Console) and non-lease components (i.e., the Consumables) based on the relative estimated standalone selling price of each distinct performance obligation consistent with ASC 842, Leases Revenue from sales to customers of the Consumables is classified as revenue in the Company’s condensed consolidated statements of operations and comprehensive loss. The delivery of the Consumables are performance obligations satisfied at a point in time, when the control of the goods is transferred to the customer (i.e., FOB Shipping Point). Revenue is recognized when control is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for the product. Other Revenue Considerations Revenue is reported net of sales tax. The Company has made the accounting policy election not to recognize a separate performance obligation for the shipment of products to the customer but to account for it as fulfillment cost. The Company’s contracts primarily include fixed consideration. The Company only includes estimated variable amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Customers are generally required to pay within 30 days. Any incremental costs to obtain contracts are recorded as selling, general and administrative expense as incurred due to the short duration of the Company’s contracts. The Company does not assess whether promised goods or services are performance obligations if they are deemed immaterial in the context of the contract with the customer. Additionally, the Company does not assess whether a contract has a significant financing component if the expectation at contract inception is that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. For the six months ended June 30, 2024 and 2023, revenue was generated only from European markets. Inventory Inventory consists of raw materials, work-in-process, and finished products and is valued at the lower of cost or net realizable value. The method by which that amounts are removed from the inventory is first-in first-out (“FIFO”). Cost may include materials, labor, and manufacturing overhead. The carrying value of inventory is reviewed for potential impairment whenever indicators suggest that the cost of inventory exceeds the carrying value and management adjusts the inventory to its net realizable value. The Company also periodically evaluates inventory for estimated losses from excess quantities and obsolescence and writes down the cost of inventory to net realizable value at the time such determinations are made. Net realizable value is determined using the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose. Inventory used in research and development activities is expensed when incurred. Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets, generally three Property and equipment includes equipment that is loaned to customers and located at customer premises. The Company retains ownership of the equipment held for evaluation by customers and has the right to remove the equipment if it is not being utilized according to expectations. Concentrations The Company had two suppliers exceed 10.0% of total accounts payable as of June 30, 2024, representing 82.0% of accounts payable. As of December 31, 2023, the Company had three suppliers exceed 10.0% of total accounts payable, representing 71.6% of accounts payable. The Company’s five and ten largest suppliers accounted for approximately 45.3% and 55.0%, respectively, of the Company’s expenditures for the six months ended June 30, 2024. The Company’s five and ten largest suppliers accounted for approximately 29.2% and 37.6%, respectively, of the Company’s expenditures for the six months ended June 30, 2023. Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment and finite-lived intangible assets, for impairment annually or whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss is recognized when the asset’s carrying value exceeds the total undiscounted cash flows expected from its use and eventual disposition. The amount of the impairment loss is determined as the excess of the carrying value of the asset over its fair value. For the six months ended June 30, 2024 and 2023, the Company determined that there was no impairment of long-lived assets. Foreign Currency Translation and Transactions The assets, liabilities, and results of operations of Adagio Medical GmbH are recorded using the Euro as the designated functional currency, which is the currency of the primary economic environment in which Adagio Medical GmbH operates. Consequently, transactions in currencies other than Euro are measured and recorded in Euro. Upon consolidation with the Company, its assets and liabilities are translated to U.S. Dollars at currency exchange rates as of the condensed consolidated balance sheet date and its revenues and expenses are translated at the weighted-average currency exchange rates during the applicable reporting periods. Translation adjustments resulting from the process of translating this entity’s financial statements are reported in accumulated other comprehensive income (loss) in the condensed consolidated balance sheets and foreign currency translation adjustment in the condensed consolidated statements of operations and comprehensive loss. Leases The Company accounts for its lease property under ASC 842. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the condensed consolidated balance sheets as both a right-of-use asset and a lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate, which is the rate for collateralized borrowings based on the current economic environment, current borrowings, value of leases, currency in which the lease obligation is satisfied, rate sensitivity, lease term and materiality. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset results in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. The Company determines whether a contract is or contains a lease at the inception of the contract. A contract will be deemed to be or contain a lease if the contract conveys the right to control and direct the use of identified property, plant, or equipment for a period of time in exchange for consideration. The Company generally must also have the right to obtain substantially all of the economic benefits from the use of the property, plant, and equipment. The Company uses the implicit rate in the lease agreement, when readily available, or its incremental borrowing rate as the basis to calculate the present value of future lease payments at lease commencement. The incremental borrowing rate represents the rate the Company would have to pay to borrow funds on a collateralize basis over a similar term and in a similar economic environment. In calculating the right-of-use asset and lease liability, the Company elected to combine lease and non-lease components for its real estate leases. The Company adopted the policy election to exclude short-term leases having initial terms of 12 months from the initial recognition provisions of ASC 842. Refer to Note 9—Operating Leases The Company’s implied rental agreements for its consoles qualify as operating leases and as such, revenue is recognized in accordance with ASC 842 , Leases Revenue from Contracts with Customers Cost of Revenue Cost of revenue includes raw materials, direct labor, manufacturing overhead, shipping and receiving costs and other less significant indirect costs related to the production of the Company’s products. Cost of revenue also includes the depreciation expense of Consoles loaned to the customers. Research and Development Research and development expenses consist primarily of salaries, consulting fees, and employee-related costs (including stock-based compensation) for personnel directly engaged in research and development activities, clinical trial expenses, equipment costs, material costs, allocated rent and facilities costs, and depreciation. Research and development expenses relating to possible future products are expensed as incurred. The Company also accrues and expenses costs for activities associated with clinical trials performed by third parties as incurred. Selling, General and Administrative Selling, general and administrative expenses consist primarily of salaries, and employee-related costs (including stock-based compensation) for personnel in executive, finance and other administrative functions, allocated rent and facilities costs, legal fees relating to intellectual property and corporate matters, professional fees for accounting and consulting services, marketing costs and insurance costs. The Company expenses all selling, general, and administrative costs as incurred. The incurred transaction costs are recorded in selling, general, and administrative costs. Accrued Transaction Costs In connection with the Business Combination, the Company accrued transaction costs, consisting primarily of legal, accounting and other professional fees, which were incurred and expensed as of June 30, 2024, but not yet paid. The accrued expenses are recorded in accrued transaction costs on the condensed consolidated balance sheets. Fair Value Measurements Fair value measurements are based on the premise that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy is used in determining the inputs for measuring fair value: ● Level 1—Quoted prices in active markets for identical assets or liabilities. ● Level 2—Observable inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. ● Level 3—Unobservable inputs which are supported by little or no market activity and consist of financial instruments valued using pricing models, discounted cash flow methodologies or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Management’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed, or initial amounts recorded may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange. The fair value of the convertible notes payable and warrant liabilities may be impacted by certain unobservable inputs, most significantly with regard to discount rates, expected volatility and historical and projected performance. Significant changes to these inputs in isolation could result in a significantly different fair value measurement. Fair Value Option for Convertible Notes As permitted under ASC 825, Financial Instruments 2023 Convertible Notes, February 2024 Convertible Notes, May 2024 Convertible Notes, and June 2024 Convertible Notes were expensed as incurred (i.e., not recognized as deferred costs). Refer to Note 3-Fair Value Measurements Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s unaudited consolidated condensed financial statements. Warrants The Company accounts for certain common stock warrants and pre-funded warrants outstanding as warrant liabilities at fair value, determined using the Black-Scholes option pricing model, on the condensed consolidated balance sheets in accordance with ASC 815, Derivatives and Hedging The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to a liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the condensed consolidated balance sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the condensed consolidated balance sheet date. Changes in fair value are recognized as warrant liabilities fair value adjustment in the condensed consolidated statements of operations and comprehensive loss. The liability is subject to re-measurement at the end of each reporting period. See Note 8-Warrants Term Loan The Company accounts for the term loan at residual value on the date of issuance. The expected life of the term loan is the contractual term ending on the maturity date. The Company classifies the term loan as current liabilities within twelve months of the maturity date or when otherwise due. Interest expense is recognized in the condensed consolidated statements of operations and comprehensive loss over the contractual term of the loan. See Note 7-Debt Convertible Preferred Stock The Company records convertible preferred stock at fair value on the dates of issuance, net of issuance costs. Upon the occurrence of certain events that are outside the Company’s control, including a deemed liquidation event, holders of the convertible preferred stock can cause redemption for cash. Each share of preferred stock would automatically be converted into shares of common stock at the then effective conversion rate immediately upon the earlier of (i) the election of the holders of a majority of the outstanding shares of preferred stock, voting as a separate class on an as-converted to common stock basis, or (ii) the closing of the sale of the Company’s common stock in a firm commitment, underwritten public offering registered under the Securities Act of 1933, as amended, with aggregate offering proceeds to the Company (before deduction for underwriters’ discounts and expenses relating to the issuance) of at least $75.0 million and a public offering price per share equal to at least $67.83 (subject to adjustments for stock dividends, splits, combinations and similar events). As the preferred stock is considered to be contingently redeemable, the preferred stock has been classified outside of permanent equity. The preferred stock will be accreted to its redemption value if the deemed liquidation events are considered probable of occurring. Stock-Based Compensation The Company recognizes compensation expense for all stock-based awards issued to employees and non-employees based on the estimated grant-date fair value, which is recognized as expense on a straight-line basis over the requisite service period. The Company has elected to recognize forfeitures as they occur. The fair value of stock options is determined using the Black-Scholes option-pricing model. The determination of fair value for stock-based awards on the date of grant using an option-pricing model requires management to make certain assumptions including expected volatility, expected term, risk-free interest rate and expected dividends in addition to the Company’s common stock valuation. Refer to Note 12-Stock-Based Compensation Due to the absence of an active market for the Company’s common stock, the Company utilized methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Audit and Accounting Practice Aid Series: Valuation of Privately Held Company Equity Securities Issued as Compensation Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company adopted ASU 2019-12, Simplifying the Accounting for Income Taxes To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. Refer to Note 14-Income Taxes | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new standard at the time private companies adopt the new or revised standard. Principles of Consolidation The consolidated financial statements include the accounts of Adagio Medical, Inc. and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates and Assumptions The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and disclosures of contingent assets and liabilities. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue and expenses that are not readily apparent from other sources. Actual results could differ from those estimates. Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates as one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less from the date of purchase, including its money market account, to be cash equivalents. All of the Company’s cash equivalents have liquid markets. Cash deposits held in accounts at each United States financial institution are insured up to $0.25 million by the Federal Deposit Insurance Corporation (“FDIC”). Cash deposits held in accounts at each European Union financial institution are insured up to €0.1 million by the Deposit Guarantee Scheme. The Company maintains its cash in bank deposit accounts that, at times, may exceed FDIC insured limits. Any loss incurred or lack of access to uninsured funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. Management does not expect any losses on such accounts. Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents. The Company deposits its cash and cash equivalents with major financial institutions; however, at times, deposits may exceed the amount of insurance provided. The Company has not experienced any losses on its deposits since inception. On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which immediately appointed the FDIC as receiver. SVB held $0.5 million of the Company’s cash and cash equivalents as of December 31, 2023. The Company’s full exposure was ultimately covered by the FDIC and no loss was incurred. Revenue Recognition The Company generates product revenue primarily from the sale of cryoablation catheters, stylets, esophageal warming balloons, and other accessories (collectively, the “Consumables”) used with the Company’s cryoablation consoles (“Consoles”). The Company sells its products directly to hospitals and medical centers. To a lesser extent, the Company also generates lease revenue from the implied rental of Consoles loaned to customers at no charge. The Company accounts for revenue earned from contracts with customers under ASC 606, Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer. ● Step 2: Identify the performance obligations in the contract. ● Step 3: Determine the transaction price. ● Step 4: Allocate the transaction price to the performance obligations in the contract. ● Step 5: Recognize revenue when, or as, the company satisfies a performance obligation. The Company’s customer contracts generally have performance obligations that contain deliverables consisting of the Consumables and may also include Consoles loaned to customers. The Company evaluates each promise within a multiple-performance obligation arrangement to determine whether it represents a distinct performance obligation. The primary performance obligations in the Company’s customer arrangements from which it derives revenue is the sale of the Consumables. When the Company loans the Console to the customer, it retains title to the Console at all times and does not require minimum purchase commitments from the customer related to any Consumables. In such cases, the Company invoices the customer for the Consumables based on customer orders received. Over time, the Company expects to recover the cost of the loaned Console through the customer’s continued purchasing and use of additional Consumables. For these reasons, the Company has determined that part of the arrangement consideration for the Consumables is an implied rental payment for use of the Console. Therefore, the Company allocates the arrangement consideration between the lease components (i.e., the Console) and non-lease components (i.e., the Consumables) based on the relative estimated standalone selling price of each distinct performance obligation consistent with ASC 842, Leases Revenue from sales to customers of the Consumables is classified as revenue in the Company’s consolidated statements of operations and comprehensive loss. The delivery of the Consumables are performance obligations satisfied at a point in time, when the control of the goods is transferred to the customer (i.e., FOB Shipping Point). Revenue is recognized when control is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for the product. Other Revenue Considerations Revenue is reported net of sales tax. The Company has made the accounting policy election not to recognize a separate performance obligation for the shipment of products to the customer but to account for it as fulfillment cost. The Company’s contracts primarily include fixed consideration. The Company only includes estimated variable amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Customers are generally required to pay within 30 days. Any incremental costs to obtain contracts are recorded as selling, general and administrative expense as incurred due to the short duration of the Company’s contracts. The Company does not assess whether promised goods or services are performance obligations if they are deemed immaterial in the context of the contract with the customer. Additionally, the Company does not assess whether a contract has a significant financing component if the expectation at contract inception is that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. For the years ended December 31, 2023 and 2022, revenue was generated only from European markets. Inventory Inventory consists of raw materials, work-in-process, and finished products and is valued at the lower of cost or net realizable value. The method by which that amounts are removed from the inventory is first-in first-out (“FIFO”). Cost may include materials, labor, and manufacturing overhead. The carrying value of inventory is reviewed for potential impairment whenever indicators suggest that the cost of inventory exceeds the carrying value and management adjusts the inventory to its net realizable value. The Company also periodically evaluates inventory for estimated losses from excess quantities and obsolescence and writes down the cost of inventory to net realizable value at the time such determinations are made. Net realizable value is determined using the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose. Inventory used in research & development activities are expensed when incurred. Property and Equipment Property and equipment are recorded at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets, generally three Property and equipment includes equipment that is loaned to customers and located at customer premises. The Company retains ownership of the equipment held for evaluation by customers and has the right to remove the equipment if it is not being utilized according to expectations. Concentrations The Company had three suppliers exceed 10.0% of total accounts payable as of December 31, 2023, representing 71.6% of accounts payable. As of December 31, 2022, the Company had one supplier exceed 10.0% of total accounts payable, representing 17.1% of accounts payable. The Company’s five and ten largest suppliers accounted for approximately 45.0% and 54.3%, respectively, of the Company’s expenditures for the year ended December 31, 2023. The Company’s five and ten largest suppliers accounted for approximately 23.0% and 31.8%, respectively, of the Company’s expenditures for the year ended December 31, 2022. Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment and finite-lived intangible assets, for impairment annually or whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss is recognized when the asset’s carrying value exceeds the total undiscounted cash flows expected from its use and eventual disposition. The amount of the impairment loss is determined as the excess of the carrying value of the asset over its fair value. For the years ended December 31, 2023 and 2022, the Company determined that there was no impairment of long-lived assets. Foreign Currency Translation and Transactions The assets, liabilities, and results of operations of Adagio Medical GmbH are recorded using the Euro as the designated functional currency, which is the currency of the primary economic environment in which Adagio Medical GmbH operates. Consequently, transactions in currencies other than Euro are measured and recorded in Euro. Upon consolidation with the Company, its assets and liabilities are translated to U.S. Dollars at currency exchange rates as of the balance sheet date and its revenues and expenses are translated at the weighted-average currency exchange rates during the applicable reporting periods. Translation adjustments resulting from the process of translating this entity’s financial statements are reported in accumulated other comprehensive income (loss) in the consolidated balance sheets and foreign currency translation adjustment in the consolidated statements of operations and comprehensive loss. Leases The Company accounts for its lease property under ASC 842. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheets as both a right-of-use asset and a lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate, which is the rate for collateralized borrowings based on the current economic environment, current borrowings, value of leases, currency in which the lease obligation is satisfied, rate sensitivity, lease term and materiality. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset results in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. The Company determines whether a contract is or contains a lease at the inception of the contract. A contract will be deemed to be or contain a lease if the contract conveys the right to control and direct the use of identified property, plant, or equipment for a period of time in exchange for consideration. The Company generally must also have the right to obtain substantially all of the economic benefits from the use of the property, plant, and equipment. The Company uses the implicit rate in the lease agreement, when readily available, or its incremental borrowing rate as the basis to calculate the present value of future lease payments at lease commencement. The incremental borrowing rate represents the rate the Company would have to pay to borrow funds on a collateralize basis over a similar term and in a similar economic environment. In calculating the right-of-use asset and lease liability, the Company elected to combine lease and non-lease components for its real estate leases. The Company adopted the policy election to exclude short-term leases having initial terms of 12 months from the initial recognition provisions of ASC 842. Refer to Note 9—Operating Leases The Company’s implied rental agreements for its consoles qualify as operating leases and as such, revenue is recognized in accordance with ASC 842 , Leases Revenue from Contracts with Customers Cost of Revenue Cost of revenue includes raw materials, direct labor, manufacturing overhead, shipping and receiving costs and other less significant indirect costs related to the production of the Company’s products. Cost of revenue also includes the depreciation expense of Consoles loaned to the customers. Research and Development Research and development expenses consist primarily of salaries, consulting fees, and employee-related costs (including stock-based compensation) for personnel directly engaged in research and development activities, clinical trial expenses, equipment costs, material costs, allocated rent and facilities costs, and depreciation. Research and development expenses relating to possible future products are expensed as incurred. The Company also accrues and expenses costs for activities associated with clinical trials performed by third parties as incurred. Selling, General and Administrative Selling, general and administrative consist primarily of salaries, and employee-related costs (including stock-based compensation) for personnel in executive, finance and other administrative functions, allocated rent and facilities costs, legal fees relating to intellectual property and corporate matters, professional fees for accounting and consulting services, marketing costs and insurance costs. The Company expenses all selling, general, and administrative costs as incurred. Accrued Transaction Costs In connection with the expected Transaction (as defined in Note 7-Debt Fair Value Measurements Fair value measurements are based on the premise that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy is used in determining the inputs for measuring fair value: ● Level 1—Quoted prices in active markets for identical assets or liabilities. ● Level 2—Observable inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. ● Level 3—Unobservable inputs which are supported by little or no market activity and consist of financial instruments valued using pricing models, discounted cash flow methodologies or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Management’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed, or initial amounts recorded may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange. The fair value of the convertible notes payable may be impacted by certain unobservable inputs, most significantly with regard to discount rates, expected volatility and historical and projected performance. Significant changes to these inputs in isolation could result in a significantly different fair value measurement. Fair Value Option for Convertible Notes As permitted under ASC 825, Financial Instruments Note 3-Fair Value Measurements Warrants The Company accounts for certain common stock warrants outstanding as warrant liabilities at fair value, determined using the Black-Scholes option pricing model, on the consolidated balance sheets in accordance with ASC 815, Derivatives and Hedging The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to a liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Changes in fair value are recognized as warrant liabilities fair value adjustment in the consolidated statements of operations and comprehensive loss. The liability is subject to re-measurement at the end of each reporting period. See Note 8-Warrants Term Loan The Company accounts for the term loan at residual value on the date of issuance. The expected life of the term loan is the contractual term ending on the maturity date. The Company classifies the term loan as current liabilities within twelve months of the maturity date or when otherwise due. Interest expense is recognized in the consolidated statements of operations and comprehensive loss over the contractual term of the loan. See Note 7-Debt Convertible Preferred Stock The Company records convertible preferred stock at fair value on the dates of issuance, net of issuance costs. Upon the occurrence of certain events that are outside the Company’s control, including a deemed liquidation event, holders of the convertible preferred stock can cause redemption for cash. Each share of preferred stock would automatically be converted into shares of common stock at the then effective conversion rate immediately upon the earlier of (i) the election of the holders of a majority of the outstanding shares of preferred stock, voting as a separate class on an as-converted to common stock basis, or (ii) the closing of the sale of the Company’s common stock in a firm commitment, underwritten public offering registered under the Securities Act of 1933, as amended, with aggregate offering proceeds to the Company (before deduction for underwriters’ discounts and expenses relating to the issuance) of at least $75.0 million and a public offering price per share equal to at least $67.83 (subject to adjustments for stock dividends, splits, combinations and similar events). As the preferred stock is considered to be contingently redeemable, the preferred stock has been classified outside of permanent equity. The preferred stock will be accreted to its redemption value if the deemed liquidation events are considered probable of occurring. Stock-Based Compensation The Company recognizes compensation expense for all stock-based awards issued to employees and non-employees based on the estimated grant-date fair value, which is recognized as expense on a straight-line basis over the requisite service period. The Company has elected to recognize forfeitures as they occur. The fair value of stock options is determined using the Black-Scholes option-pricing model. The determination of fair value for stock-based awards on the date of grant using an option-pricing model requires management to make certain assumptions including expected volatility, expected term, risk-free interest rate and expected dividends in addition to the Company’s common stock valuation. Refer to Note 12-Stock-Based Compensation Due to the absence of an active market for the Company’s common stock, the Company utilized methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Audit and Accounting Practice Aid Series: Valuation of Privately Held Company Equity Securities Issued as Compensation Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company adopted ASU 2019-12, Simplifying the Accounting for Income Taxes To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. Refer to Note 14-Income Taxes Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments - Credit Losses (Topic 326) |
Fair Value Measurements_2_3
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Fair Value Measurements | Note 5 — Fair Value Measurements Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. During the six months ended June 30, 2024, the Company entered into an Open Market Subscription Agreement and Non-Redemption Subscription Agreement, discussed in Note 4. The Company has concluded that the New Adagio Common Stock and PIPE Warrants and Non-Redeeming Shares and Warrants to be issued under certain of Open Market Subscription Agreements and Non-Redeeming Subscription Agreements that include an open market purchase and non-redemption obligation for Open Market Investors and Non-Redeeming Subscribed Investors qualify as equity under ASC 815-40 (“Derivatives and Hedging–Contracts in Entity’s Own Equity”); therefore, the Company will recognize the New Adagio Common Stock and PIPE Warrants to be issued under such Open Market Subscription Agreements and Non-Redeeming Subscription Agreements (such securities, the “Open Market PIPE Securities” and “Non-Redeeming Shares and Warrants”) by recording an entry to additional paid-in capital in stockholder’s deficit in its balance sheet and Open Market Subscription Agreement expense on its statement of operations. In accordance with ASC 815-40-30-1, the New Adagio Common Stock and PIPE Warrants and Non-Redeeming Shares and Warrants will be recorded and measured at fair value (i.e., most often representative of proceeds received for equity-linked instruments; however, when estimating the fair value of the New Adagio Common Stock and PIPE Warrants and Non-Redeeming Shares and Warrants, the Company has followed the guidance in ASC 820, “Fair Value Measurement.” In connection with Open Market Investor’s commitment to irrevocably subscribe for and agree to purchase from ListCo the number of Open Market PIPE Securities and Non-Redeeming Shares and Warrants set forth on the signature page of the applicable Open Market Subscription Agreements, on the terms and subject to the conditions set forth in such Open Market Subscription Agreements, which include, without limitation, the agreement not to redeem the Class A ordinary shares purchased in the open market prior to Closing, the Company will record an amount equal to the full fair value of the New Adagio Common Stock and PIPE Warrants to be issued to the Open Market PIPE Investor in connection with the Closing. The estimated amount of New Adagio Common Stock shares and PIPE Warrants to be issued on the Close of the Transaction, as of the inception of the Open Market Subscription agreements mentioned above, are 219,877 and 183,493, respectively. The estimated amount of Non-Redeeming Shares and Warrants to be issued on the Close of the Transaction, as of the inception of the Non-Redeeming Subscription Agreements mentioned above, are 76,681 and 166,160, respectively. To determine the fair value of the New Adagio Common Stock on inception, the Company used the following Level 3 inputs: February 13, 2024 Base Share Price $ 10.00 Adjusted per Share (1.2X Purchase Price Ratio) $ 8.33 Adjusted Share price $ 7.00 Probability of Closing 75.00 % Estimated fair value per Share at Closing $ 5.25 To determine the fair value of the PIPE Warrants on inception, the Company used the following Level 3 inputs: February 13, 2024 Base Share Price $ 7.00 Strike price, as defined in Subscription Agreement $ 10.00 Term (Months) 12.00 Average volatility rate 70.00 % Probability of Closing 75.00 % Estimated expected Warrant price $ 1.21 Estimated fair value per Warrant at Closing (1.2x Coverage Ratio) $ 1.45 To determine the fair value of the Non-Redeeming Subscription Agreement Shares on inception, the Company used the following Level 3 inputs: June 21, 2024 Base Share Price $ 10.00 Adjusted per Share (1.2X Purchase Price Ratio) $ 8.33 Adjusted Share price $ 7.08 Probability of Closing 95.00 % Estimated fair value per Share at Closing $ 6.73 To determine the fair value of the Non-Redeeming Subscription Agreement Warrants on inception, the Company used the following Level 3 inputs: June 21, 2024 Base Share Price $ 10.00 Strike price, as defined in Subscription Agreement $ 10.00 Term (Months) 12.00 Average volatility rate 70.00 Probability of Closing 95.00 % Estimated expected Warrant price $ 1.25 Estimated fair value per Warrant at Closing (1.2x Coverage Ratio) $ 1.19 During the six-month period ended June 30, 2024, the fair value of the instruments above was recorded in additional paid-in capital in stockholder’s deficit on the Company’s balance sheet and Subscription Agreement expense on its statement of operations was $2,134,199. | |
Adagio Medical Inc | ||
Fair Value Measurements | Note 3 — Fair Value Measurements The Company’s financial instruments include its money market accounts (included as part of cash and cash equivalents), accounts receivable, accounts payable, common stock warrant liabilities, pre-funded warrant liabilities, and convertible notes payables. The recorded carrying amounts of cash and equivalents, accounts receivable and accounts payable approximates fair value due to their short-term nature. The convertible notes, common stock warrant liabilities, and pre-funded warrant liabilities are carried at fair value. Assets and liabilities recognized at fair value on a recurring basis in the condensed consolidated balance sheets consists of cash equivalents, common stock warrant liabilities, pre-funded warrant liabilities, and convertible notes payables. These items are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following tables summarize the Company’s financial instruments at fair value based on the fair value hierarchy for each class of instrument (in thousands): June 30, 2024 (Unaudited) Level 1 Level 2 Level 3 Assets: Money market account $ 24 $ — $ — Liabilities: Convertible notes payables $ — $ — $ 50,955 Common stock warrant liabilities $ — $ — $ 64 Pre-funded warrant liabilities $ — $ — $ 353 December 31, 2023 Level 1 Level 2 Level 3 Assets: Money market account $ 24 $ — $ — Liabilities: Convertible notes payables $ — $ — $ 37,986 Common stock warrant liabilities $ — $ — $ 78 There were no transfers made among the three levels in the fair value hierarchy for the six months ended June 30, 2024 and for the year ended December 31, 2023. Convertible promissory notes On October 27, 2022, the Company entered into a note purchase agreement with investors for the issuance and sale of convertible promissory notes with an aggregate principal amount of $9.5 million at an interest rate of eight percent (8.0%) per annum. On April 4, 2023, November 28, 2023 and February 13, 2024, the October 2022 Convertible Notes were amended. Refer to Note 7-Debt On April 4, 2023, the Company issued a $5.0 million convertible promissory note that matures upon the termination of the Business Combination Agreement in accordance with its terms. The April 2023 Convertible Notes accrues simple interest at eight percent (8.0%) per annum. Additionally, the Company obtained the right to issue up to $10.0 million in additional convertible promissory notes. On February 13, 2023, November 28, 2023 and February 13, 2024, the April 2023 Convertible Notes were amended. As of June 30, 2024, the total of $15.0 million convertible promissory note has been drawn by the Company. Refer to Note 7-Debt On November 28, 2023, the Company issued a $2.0 million convertible promissory note that matures upon the termination of the Business Combination Agreement in accordance with its terms. The November 2023 Convertible Notes accrues simple interest at eight percent (8.0%) per annum. Additionally, the Company obtained the right to issue up to $6.0 million in additional convertible promissory notes (“Delayed Draw Commitment”). On December 13, 2023, December 28, 2023, and February 13, 2024, the November 2023 Convertible Notes were amended. As of June 30, 2024, the total of $8.0 million convertible promissory note has been drawn by the Company. Refer to Note 7-Debt On February 13, 2024, the Company issued a $7.0 million convertible promissory note that matures upon the termination of the Business Combination Agreement in accordance with its terms. The February 2024 Convertible Notes accrues simple interest at eight percent (8.0%) per annum. As of June 30, 2024, the total of $7.0 million convertible promissory note has been drawn by the Company. Refer to Note 7-Debt On May 21, 2024, the Company issued a $3.0 million convertible promissory note that matures upon the termination of the Business Combination Agreement in accordance with its terms. The May 2024 Convertible Notes accrues simple interest at eight percent (8.0%) per annum. As of June 30, 2024, the total of $3.0 million convertible promissory note has been drawn by the Company. Refer to Note 7-Debt On June 25, 2024, the Company issued a $2.5 million convertible promissory note that matures upon the termination of the Business Combination Agreement in accordance with its terms. The June 2024 Convertible Notes accrues simple interest at eight percent (8.0%) per annum. As of June 30, 2024, the total of $2.5 million convertible promissory note has been drawn by the Company. Refer to Note 7-Debt The Company measures the October 2022 Convertible Notes, the April 2023 Convertible Notes, the November 2023 Convertible Notes, the February 2024 Convertible Notes, the May 2024 Convertible Notes, and the June 2024 Convertible Notes (collectively, “Convertible Notes”) at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. Changes in the fair value of the Convertible Notes related to updated assumptions and estimates were recognized as convertible notes fair value adjustment within the condensed consolidated statements of operations and comprehensive loss. In determining the fair value of the Convertible Notes as of June 30, 2024, the Company applied the probability-weighted expected return method (“PWERM”). The PWERM determines the value of an instrument based upon an analysis of future values for the potential instrument payouts under different future outcomes. The instrument value is based upon the present value of the probability of each future outcome becoming available to the instrument holders, and the rights of each security. The Company calculated the estimated fair value of convertible promissory notes as of June 30, 2024 using the following assumptions: Expected Term Risk-Free As of June 30, 2024 (Unaudited) Discount rate (years) interest rate Volatility October 2022 Convertible Notes 38.70 % 0.04 5.50 % 385 % April 2023 Convertible Notes 31.90 % 0.04 5.50 % 385 % November 2023 Convertible Notes 31.90 % 0.04 5.50 % 385 % February 2024 Convertible Notes 31.90 % 0.04 5.50 % 385 % May 2024 Convertible Notes 31.90 % 0.04 5.50 % 385 % June 2024 Convertible Notes 31.90 % 0.04 5.50 % 385 % The following table presents changes in the Level 3 convertible promissory notes measured at fair value for the periods ended June 30, 2024 and December 31, 2023, respectively (in thousands): Balance Fair value Balance (beginning of measurement (end of Six months ended June 30, 2024 (Unaudited) period) Additions adjustments period) October 2022 Convertible Notes $ 13,469 $ — $ 617 $ 14,086 April 2023 Convertible Notes 15,385 — 650 $ 16,035 November 2023 Convertible Notes 9,312 3,000 (3,820) $ 8,312 February 2024 Convertible Notes — 7,000 (7) $ 6,993 May 2024 Convertible Notes — 3,000 26 $ 3,026 June 2024 Convertible Notes — 2,500 3 $ 2,503 Balance Fair value Balance (beginning of measurement (end of Year ended December 31, 2023 period) Additions adjustments period) October 2022 Convertible Notes $ 9,500 $ — $ 3,969 $ 13,469 April 2023 Convertible Notes — 15,000 385 $ 15,385 November 2023 Convertible Notes — 5,000 4,132 $ 9,312 Common Stock Warrant Liabilities The Company measured its common stock warrants at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. Changes in the fair value of the common stock warrants related to updated assumptions and estimates were recognized as warrant liabilities fair value adjustment within the condensed consolidated statements of operations and comprehensive loss. The Company calculated the estimated fair value of common stock warrant liabilities as of June 30, 2024, using the following assumptions: June 30, 2024 (Unaudited) Expected Volatility 115% - 385 % Risk Free rate 4.3% - 5.4 % Expected dividend yield 0.0 % Expected term (years) 0.3 - 8.6 The following table presents changes in the Level 3 warrant liabilities measured at fair value for the six months ended June 30, 2024 and year ended December 31, 2023, respectively (in thousands): Six months ended June 30, 2024 (Unaudited) Common Stock Warrant Liabilities Balance (beginning of period) $ 78 Additions — Fair value measurement adjustments (14) Balance (end of period) $ 64 Year ended December 31, 2023 Common Stock Warrant Liabilities Balance (beginning of year) $ — Additions 36 Fair value measurement adjustments 42 Balance (end of year) $ 78 Pre-funded Warrant Liabilities On June 25, 2024, the Company issued to certain investor the pre-funded warrants to purchase the Company’s Series E Preferred Stock, in exchange of the investor’s existing holding of Series E Preferred Stock. The exercise price of the pre-funded warrants is $0.001 per warrant share. The Company measured the pre-funded warrants at fair value based on the indicated fair value of Series E Preferred Stock, which is not observable in the market. The measurement caused the pre-funded warrant to be classified as Level 3 measurements within the fair value hierarchy. Changes in the fair value of the pre-funded warrants were recognized as warrant liabilities fair value adjustment within the condensed consolidated statements of operations and comprehensive loss. As of June 30, 2024, the Company estimated the fair value of Series E Preferred Stock by applying a conversion factor of 1.08 to the indicated fair value of Adagio common stock. Refer to Note 8-Warrants | Note 3 — Fair Value Measurements The Company’s financial instruments include its money market accounts (included as part of cash and cash equivalents), accounts receivable, accounts payable, common stock warrant liabilities, and convertible notes payables. The recorded carrying amounts of cash and equivalents, accounts receivable and accounts payable approximates fair value due to their short-term nature. The convertible notes and common stock warrant liabilities are carried at fair value. Assets and liabilities recognized at fair value on a recurring basis in the consolidated balance sheets consists of cash equivalents, common stock warrant liabilities, and convertible notes payables. These items are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following tables summarize the Company’s financial instruments at fair value based on the fair value hierarchy for each class of instrument (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Assets: Money market account $ 24 $ — $ — Liabilities: Convertible notes payables $ — $ — $ 37,986 Common stock warrant liabilities $ — $ — $ 78 December 31, 2022 Level 1 Level 2 Level 3 Assets: Money market account $ 90 $ — $ — Liabilities: Convertible notes payables $ — $ — $ 9,500 There were no transfers made among the three levels in the fair value hierarchy for the years ended December 31, 2023 and 2022. Convertible promissory notes On October 27, 2022, the Company entered into a note purchase agreement with investors for the issuance and sale of convertible promissory notes with an aggregate principal amount of $9.5 million at an interest rate of eight percent (8.0%) per annum. On April 4, 2023 and November 28, 2023, the October 2022 Convertible Notes were amended. Refer to Note 7-Debt On April 4, 2023, the Company issued a $5.0 million convertible promissory note that matures on the later of January 5, 2024, or the occurrence of certain events. The April 2023 Convertible Notes accrues simple interest at eight percent (8.0%) per annum. Additionally, the Company obtained the right to issue up to $10.0 million in additional convertible promissory notes available beginning one month after April 4, 2023 through the occurrence of an ARYA stockholder vote with regard to a transaction. On November 28, 2023, the April 2023 Convertible Notes were amended. Refer to Note 7-Debt On November 28, 2023, the Company issued a $2.0 million convertible promissory note that matures on the later of January 5, 2024, or the occurrence of certain events. The November 2023 Convertible Notes accrues simple interest at eight percent (8.0%) per annum. Additionally, the Company obtained the right to issue up to $6.0 million in additional convertible promissory notes (“Delayed Draw Commitment”) available beginning one month after November 28, 2023 through the occurrence of an ARYA stockholder vote with regard to a transaction. On December 13, 2023 and December 28, 2023, the November 2023 Convertible Notes were amended. Refer to Note 7-Debt The Company measures the October 2022 Convertible Notes, April 2023 Convertible Notes, and November 2023 Convertible Notes (collectively, “Convertible Notes”) at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. Changes in the fair value of the Convertible Notes related to updated assumptions and estimates were recognized as convertible notes fair value adjustment within the consolidated statements of operations and comprehensive loss. In determining the fair value of the Convertible Notes as of December 31, 2023, the Company applied the probability-weighted expected return method (“PWERM”). The PWERM determines the value of an instrument based upon an analysis of future values for the potential instrument payouts under different future outcomes. The instrument value is based upon the present value of the probability of each future outcome becoming available to the instrument holders, and the rights of each security. The Company calculated the estimated fair value of convertible promissory notes as of December 31, 2023 using the following assumptions: October 2022 Convertible Notes December 31, 2023 Discount rate 36.8 % Expected Term (years) 0.33 Risk-Free interest rate 5.4 % Volatility 110.0 % April 2023 Convertible Notes December 31, 2023 Discount rate 30.6 % Expected Term (years) 0.33 Risk-Free interest rate 5.4 % Volatility 110.0 % November 2023 Convertible Notes December 31, 2023 Discount rate 30.6 % Expected Term (years) 0.33 Risk-Free interest rate 5.4 % Volatility 110.0 % The following table presents changes in the Level 3 convertible promissory notes measured at fair value for the years ended December 31, 2023 and 2022, respectively (in thousands): October 2022 April 2023 November 2023 Year ended December 31, 2023 Convertible Notes Convertible Notes Convertible Notes Balance (beginning of year) $ 9,500 $ — $ — Additions — 15,000 5,000 Fair value measurement adjustments 3,969 385 4,132 Balance (end of year) $ 13,469 $ 15,385 $ 9,132 October 2022 Year ended December 31, 2022 Convertible Notes Balance (beginning of year) $ — Additions 9,500 Fair value measurement adjustments — Balance (end of year) $ 9,500 Common Stock Warrant Liabilities The Company measured its common stock warrants at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. Changes in the fair value of the common stock warrants related to updated assumptions and estimates were recognized as warrant liabilities fair value adjustment within the consolidated statements of operations and comprehensive loss. The Company calculated the estimated fair value of common stock warrant liabilities as of December 31, 2023, using the following assumptions: December 31, 2023 Expected Volatility 60%‑110% Risk Free rate 3.8%‑5.0% Expected dividend yield 0.0% Expected term (years) 0.8‑9.1 Year ended December 31, 2023 Common Stock Warrant Liabilities Balance (beginning of year) $ — Additions 36 Fair value measurement adjustments 42 Balance (end of year) $ 78 |
Inventory, net
Inventory, net | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Inventory, net | Note 4 — Inventory, net Inventory as of June 30, 2024 and December 31, 2023 consists of the following (in thousands): June 30, 2024 December 31, 2023 (Unaudited) Raw materials $ 2,450 $ 2,211 Work-in-Process 469 197 Finished goods 1,143 914 Total inventory $ 4,062 $ 3,322 Obsolete and expired inventory are expensed as incurred. Inventory is recorded net of obsolescence and manufacturing scrap of $0.3 million and $62.0 thousand for the six months ended June 30, 2024 and 2023. | Note 4 — Inventory, net Inventory as of December 31, 2023 and 2022 consists of the following (in thousands): December 31, 2023 December 31, 2022 Raw materials $ 2,211 $ — Work-in-Process 197 — Finished goods 914 367 Total inventory $ 3,322 $ 367 The raw materials are recorded of $2.2 million and nil, work-in-process of $0.2 million and nil, and finished goods of $0.9 million and $0.4 million, for the years ended December 31, 2023 and 2022, respectively. Obsolete and expired inventory are expensed as incurred. Inventory is recorded net of obsolescence and manufacturing scrap of $93.6 thousand and $0.3 million for the years ended December 31, 2023 and 2022, respectively. The Company currently has no work in process. |
Property and Equipment
Property and Equipment | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Property and Equipment | Note 5 — Property and Equipment The Company’s property and equipment, net, as of June 30, 2024 and December 31, 2023 consists of the following (in thousands): June 30, 2024 December 31, 2023 (Unaudited) Consoles $ 1,700 $ 1,565 Other machinery and equipment 905 772 Leasehold improvements 308 305 Tools and molds 230 221 Computer equipment 190 193 Demo equipment 66 66 Furniture and fixtures 49 49 Construction in process — 54 Vehicles 39 39 Total property, plant, and equipment 3,487 3,264 Less: accumulated depreciation (2,333) (1,777) Property and equipment, net $ 1,154 $ 1,487 Depreciation expense was $0.6 million and $0.3 million for the six months ended June 30, 2024 and 2023, respectively. | Note 5 — Property and Equipment The Company’s property and equipment, net, as of December 31, 2023 and 2022 consisted of the following (in thousands): December 31, 2023 December 31, 2022 Consoles $ 1,565 $ 1,266 Other machinery and equipment 772 731 Leasehold improvements 305 303 Tools and molds 221 221 Computer equipment 193 154 Demo equipment 66 66 Furniture and fixtures 49 53 Construction in process 54 54 Vehicles 39 39 Total property, plant, and equipment 3,264 2,887 Less: accumulated depreciation (1,777) (1,240) Property and equipment, net $ 1,487 $ 1,647 Depreciation expense was $0.5 million and $0.5 million for the years ended December 31, 2023 and 2022, respectively. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Accrued Liabilities | Note 6 — Accrued Liabilities The following table presents details of accrued liabilities as of June 30, 2024 and December 31, 2023 (in thousands): June 30, 2024 December 31, 2023 (Unaudited) Compensation and related expenses $ 2,467 $ 1,566 Research and development expenses 757 1,191 Other 205 291 Total accrued liabilities $ 3,429 $ 3,048 | Note 6 — Accrued Liabilities The following table presents details of accrued liabilities as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Compensation and related expenses $ 1,566 $ 1,229 Research and development expenses 1,191 846 Other 291 82 Total accrued liabilities $ 3,048 $ 2,157 |
Debt
Debt | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Debt | Note 7 — Debt Outstanding debt as of June 30, 2024 and December 31, 2023 consists of the following (in thousands): June 30, 2024 December 31, 2023 (Unaudited) October 2022 Convertible Notes measured at fair value $ 14,086 $ 13,469 April 2023 Convertible Notes measured at fair value 16,035 15,385 November 2023 Convertible Notes measured at fair value 8,312 9,132 February 2024 Convertible Notes measured at fair value 6,993 — May 2024 Convertible Notes measured at fair value 3,026 — June 2024 Convertible Notes measured at fair value 2,503 — SVB term loan 990 1,838 Total outstanding debt $ 51,945 $ 39,824 October 2022 Convertible Notes On October 27, 2022, the Company entered into the October 2022 Convertible Notes with investors for the issuance and sale of convertible promissory notes with an aggregate principal amount of $9.5 million at an interest rate of eight percent (8.0%) per annum. On April 4, 2023, the October 2022 Convertible Notes, which had an original maturity date of October 27, 2023, were amended to extend the maturity date to the latest of (i) January 5, 2024, (ii) termination of agreements between the Company and ARYA in connection with a non-binding summary of certain proposed terms and conditions of a potential business combination (the “Transaction”), or (iii) the termination or lapse of the exclusivity period as defined in the non-binding term sheet as mentioned above. The October 2022 Convertible Notes agreement was also amended to subordinate the October 2022 Convertible Notes to the April 2023 Convertible Notes (as described below) and provide for the conversion of all principals and accrued interest in respect of all the October 2022 Convertible Notes into shares of Series E Preferred Stock of the Company in connection with the Transaction. On November 28, 2023, the October 2022 Convertible Notes agreement was further amended to subordinate the October 2022 Convertible Notes to the April 2023 Convertible Notes and the November 2023 Convertible Notes (as described below). In addition, in the event of the consummation of the Transaction, all principal and accrued interest in respect of the October 2022 Convertible Notes shall be converted into shares of the Company’s common stock, when multiplied by the exchange ratio applicable to the Company’s common stock in the Transaction, will entitle the holder of this note to receive a number of shares of the same class of common stock that are issued in the Private Investment in Public Equity Financing (“PIPE Financing”) equal to the then outstanding principal amount and any accrued and unpaid interest under this note, divided by 75% of the effective price of each share of common stock sold in the PIPE Financing. In the event of the sale of equity securities in the Company’s next round of equity financing of at least $10.0 million (excluding conversion of the October 2022 Convertible Notes) prior to the maturity date (a “Qualified Financing”), all principal and accrued interest shall be converted into shares or units of the same class or series as are sold in the Qualified Financing. In the event of the sale of equity securities in the Company’s next round of equity financing prior to the maturity date that is not a Qualified Financing (“Non-Qualified Financing”), the notes will automatically convert into shares or units of the same class or series as are sold in such Non-Qualified Financing. For the conversion under both Qualified Financing and Non-Qualified Financing, the per share/unit conversion price for such equity securities shall be the lesser of (i) 75% of the average per share/unit price in such equity financing and (ii) an amount equal to $146.9 million divided by the number of fully diluted common stock (or unit) equivalents at the time of the Qualified Financing or Non-Qualified Financing. In the event that (i) or (ii) applies, the Company may create a sub-series of the preferred security on identical terms to the security issued in the Qualified Financing or Non-Qualified Financing, except that the aggregate liquidation preference of the sub-series will equal the total principal and accrued interest under the notes at the time of conversion. In the event there is no subsequent round of financing, the notes would become due and payable in accordance with the terms of the convertible note agreement. On February 13, 2024, the October 2022 Convertible Notes agreement was further amended to extend the maturity date to the termination of the Business Combination Agreement, and subordinate the October 2022 Convertible Notes to the April 2023 Convertible Notes, the November 2023 Convertible Notes, and February 2024 Convertible Notes (as described below). The total of $9.5 million principal was received by the Company as of December 31, 2022. As of June 30, 2024 and December 31, 2023, the principal amount outstanding was $9.5 million. For the six months ended June 30, 2024 and 2023, the interest expense was $0.4 million and $0.4 million, respectively. April 2023 Convertible Notes On April 4, 2023, the Company issued a $5.0 million convertible promissory note that matures on the latest of (i) January 5, 2024, (ii) termination of agreements between the Company and ARYA in connection with a non-binding summary of the Transaction, or (iii) the termination or lapse of the exclusivity period as defined in the non-binding term sheet as mentioned above. The April 2023 Convertible Notes accrues simple interest at eight percent (8.0%) per annum. Additionally, the Company obtained the right to issue up to $10.0 million in additional convertible promissory notes available beginning one month after April 4, 2023 through the occurrence of an ARYA stockholder vote with regard to a transaction. During the period from April 4, 2023 to December 31, 2023, the Company issued the additional $10.0 million. On November 28, 2023, the April 2023 Convertible Notes were amended to align certain terms of the April 2023 Convertible Notes with the November 2023 Convertible Notes. In the event of the consummation of the Transaction, this note shall automatically convert into the type of securities that are issued in the PIPE Financing in an amount equal to the then-outstanding principal amount and any accrued and unpaid interest, divided by the effective price of the securities sold in the PIPE Financing. Upon termination of the Transaction and prior to a Qualified Financing, all of the then-outstanding principal amount of this note and all other notes issued and any accrued and unpaid interest could be converted into an amount of shares of the Company’s Series E Preferred Stock equal to the to be converted principal amount and any accrued and unpaid interest divided by the price per share/unit equal to $24.0 million divided by the Company’s fully-diluted common stock equivalents at the time of the closing date of the conversion, provided that the Company shall cause the shares of Series E Preferred Stock issued upon conversion of this note to bear an aggregate liquidation preference amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. In the event of any sale of a new series or class of preferred equity securities by the Company following the termination of the Transaction with aggregate proceeds of at least $10.0 million (a “Qualified Financing”), the then-outstanding principal amount and any accrued and unpaid interest could be converted into either the Company’s Series E Preferred Stock, or the shares to be issued and sold in the Qualified Financing, in each case in an amount that is equal to (I) the to be converted principal amount and any accrued and unpaid interest divided by (II) the price per share/unit equal to the lesser of (aa) 75% of the per share/unit price in such Qualified Financing and (bb) an amount equal to $24.0 million divided by the number of fully-diluted common stock (or unit) equivalents at the time of the Qualified Financing. In the event that the preferred equity security issued in the Qualified Financing bears a liquidation preference less than 120%, the Company will create a sub-series of such preferred security on identical terms to the security issued in the Qualified Financing, except that the aggregate liquidation preference of such sub-series will be an amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. In the event that the Company liquidates, the Company shall immediately upon the consummation of the change-of-control transaction or the liquidation event and prior to any payment to the equity holders of the Company, pay to the investor an amount equal to the greater of 120% of the sum of (i) the then-outstanding principal amount and all accrued and unpaid interest hereunder plus (ii) all accrued and unpaid dividends owed to the investor or such amount if all then-outstanding principal amount and any accrued and unpaid interest had be converted into common stock. As of June 30, 2024 and December 31, 2023, the principal amount outstanding was $15.0 million. For the six months ended June 30, 2024 and 2023, the interest expense was $0.5 million and $0.1 million, respectively. November 2023 Convertible Notes On November 28, 2023, the Company issued to Perceptive Life Sciences Master Fund, Ltd. (“Perceptive PIPE Investor”) a $2.0 million convertible promissory note that matures on the latest of (i) January 5, 2024, (ii) termination of agreements between the Company and ARYA in connection with a non-binding summary of the Transaction, or (iii) the termination or lapse of the exclusivity period as defined in the non-binding term sheet as mentioned above. The November Convertible Notes accrues simple interest at eight percent (8.0%) per annum. Additionally, the Company obtained the right to issue up to $6.0 million of Delayed Draw Commitment. In the event of the consummation of the Transaction, this note shall automatically convert into the type of securities that are issued in the PIPE Financing in an amount equal to the then-outstanding principal amount and any accrued and unpaid interest, divided by the effective price of the securities sold in the PIPE Financing. Upon termination of the Transaction and prior to a Qualified Financing, all of the then-outstanding principal amount of this note and all other notes issued and any accrued and unpaid interest could be converted into an amount of shares of the Company’s Series E Preferred Stock equal to the to be converted principal amount and any accrued and unpaid interest divided by the price per share/unit equal to $24.0 million divided by the Company’s fully-diluted common stock equivalents at the time of the closing date of the conversion, provided that the Company shall cause the shares of Series E Preferred Stock issued upon conversion of this note to bear an aggregate liquidation preference amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. In the event of any sale of a new series or class of preferred equity securities by the Company following the termination of the Transaction with aggregate proceeds of at least $10.0 million (a “Qualified Financing”), the then-outstanding principal amount and any accrued and unpaid interest could be converted into either the Company’s Series E Preferred Stock, or the shares to be issued and sold in the Qualified Financing, in each case in an amount that is equal to (I) the to be converted principal amount and any accrued and unpaid interest divided by (II) the price per share/unit equal to the lesser of (aa) 75% of the per share/unit price in such Qualified Financing and (bb) an amount equal to $24.0 million divided by the number of fully-diluted common stock (or unit) equivalents at the time of the Qualified Financing. In the event that the preferred equity security issued in the Qualified Financing bears a liquidation preference less than 120%, the Company will create a sub-series of such preferred security on identical terms to the security issued in the Qualified Financing, except that the aggregate liquidation preference of such sub-series will be an amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. In December 2023, the November 2023 Convertible Notes were amended to permit the issuance of a Delayed Draw Commitment in the principal amount of $1.0 million and $2.0 million on December 13, 2023 and December 28, 2023, respectively. The combined $3.0 million convertible promissory notes were issued pursuant to the clause and terms in the November 2023 Convertible Notes agreement. As of June 30, 2024 and December 31, 2023, the principal amount outstanding was $8.0 million and $5.0 million, respectively. For the six months ended June 30, 2024, the interest expense was $0.3 million. February 2024 Convertible Notes On February 13, 2024, the Company issued to Perceptive PIPE Investor a principal of $7.0 million convertible promissory note that matures upon the termination of the Business Combination Agreement in accordance with its terms. The February 2024 Convertible Notes accrues simple interest at eight percent (8.0%) per annum. In the event of the consummation of the Transaction, effective upon the closing of the Transaction, the February 2024 Convertible Notes will automatically be cancelled (or transferred to New Adagio) in connection with the issuance of New Adagio Convertible Notes (as defined below) to Perceptive PIPE Investor, pursuant to, and in accordance with, the note purchase agreement and the Convertible Security Subscription Agreement (as defined below), dated February 13, 2024, by and among New Adagio, ARYA, the Company and Perceptive PIPE Investor. Any interest accrued on the principal amount will be forfeited in connection with a cancellation (or transfer of the February 2024 Convertible Notes to New Adagio). Upon termination of the Transaction and prior to a Qualified Financing (as defined below), all of the then-outstanding principal amount of this note and any accrued and unpaid interest could be converted into an amount of shares of the Company’s Series E Preferred Stock equal to the to be converted principal amount and any accrued and unpaid interest divided by the price per share/unit equal to $24.0 million divided by the Company’s fully-diluted common stock equivalents at the time of the closing date of the conversion, provided that the Company shall cause the shares of Series E Preferred Stock issued upon conversion of this note to bear an aggregate liquidation preference amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. In the event of any sale of a new series or class of preferred equity securities by the Company following the termination of the Transaction with aggregate proceeds of at least $10.0 million (excluding conversion of the October 2022 Convertible Notes, the April 2023 Convertible Notes, the November 2023 Convertible Notes, and the February 2024 Convertible Notes) (a “Qualified Financing”), the then-outstanding principal amount and any accrued and unpaid interest could be converted into either the Company’s Series E Preferred Stock, or the shares to be issued and sold in the Qualified Financing, in each case in an amount that is equal to (I) the to be converted principal amount and any accrued and unpaid interest divided by (II) the price per share/unit equal to the lesser of (aa) 75% of the per share/unit price in such Qualified Financing and (bb) an amount equal to $24.0 million divided by the number of fully-diluted common stock (or unit) equivalents at the time of the Qualified Financing. In the event that the preferred equity security issued in the Qualified Financing bears a liquidation preference less than 120%, the Company will create a sub-series of such preferred security on identical terms to the security issued in the Qualified Financing, except that the aggregate liquidation preference of such sub-series will be an amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. As of June 30, 2024, the principal amount outstanding was $7.0 million. For the six months ended June 30, 2024, the interest expense was $0.2 million. In connection with the Business Combination, certain investors entered a securities purchase agreement, dated February 13, 2024, with ListCo (the “Convertible Security Subscription Agreement”), pursuant to which ListCo issued on the closing date to the certain investors (“Convert Investors”) $20.0 million of 13% senior secured convertible notes (the “New Adagio Convertible Notes”), which will be convertible into shares of New Adagio common stock, and warrants (the “Convert Warrants”), each of which will be exercisable on a cashless basis or for one share of New Adagio common stock at $24.00 per share, subject to adjustment (the “Base Convert Financing”). The New Adagio Convertible Notes will have a maturity of three years and nine months On the closing date, the February 2024 Convertible Notes will convert into New Adagio Convertible Notes and Convert Warrants on the same terms as the other Convert Investors executing the Convertible Security Subscription Agreement (the conversion of the 2024 Bridge Financing Note held by the Perceptive PIPE Investor into New Adagio Convertible Notes and Convert Warrants and purchase of New Adagio Convertible Notes and Convert Warrants by the other Convert Investors in the Base Convert Financing, the “Convertible Security Financing”). Subject to ARYA and New Adagio receiving any new financing or commitment for financing, whether in the form of equity, debt or convertible debt, before the closing date, the Perceptive PIPE Investor may request that on the closing date the February 2024 Convertible Notes is repaid with the funds raised in connection with such Additional Financing instead of such 2024 Bridge Financing Note converting into New Adagio Convertible Notes and Convert Warrants. The New Adagio Convertible Notes, the Convert Warrants or any shares of New Adagio common stock issuable in connection with the Convertible Security Financing have not been registered under the Securities Act and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. ListCo will grant the Perceptive PIPE Investor and the Convert Investors certain registration rights in connection with the Convertible Security Financing. The Convertible Security Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination. May 2024 Convertible Notes On May 21, 2024, the Company issued to Perceptive PIPE Investor a $3.0 million convertible promissory note that matures upon the termination of the Business Combination Agreement in accordance with its terms. The May 2024 Convertible Notes accrues simple interest at eight percent (8.0%) per annum. In the event of the consummation of the Transaction, this note shall automatically convert into the type of securities that are issued in the PIPE Financing in an amount equal to the then-outstanding principal amount and any accrued and unpaid interest, divided by the effective price of the securities sold in the PIPE Financing. Upon termination of the Transaction and prior to a Qualified Financing, all of the then-outstanding principal amount of this note and all other notes issued and any accrued and unpaid interest could be converted into an amount of shares of the Company’s Series E Preferred Stock equal to the to be converted principal amount and any accrued and unpaid interest divided by the price per share/unit equal to $24.0 million divided by the Company’s fully-diluted common stock equivalents at the time of the closing date of the conversion, provided that the Company shall cause the shares of Series E Preferred Stock issued upon conversion of this note to bear an aggregate liquidation preference amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. In the event of any sale of a new series or class of preferred equity securities by the Company following the termination of the Transaction with aggregate proceeds of at least $10.0 million (a “Qualified Financing”), the then-outstanding principal amount and any accrued and unpaid interest could be converted into either the Company’s Series E Preferred Stock, or the shares to be issued and sold in the Qualified Financing, in each case in an amount that is equal to (I) the to be converted principal amount and any accrued and unpaid interest divided by (II) the price per share/unit equal to the lesser of (aa) 75% of the per share/unit price in such Qualified Financing and (bb) an amount equal to $24.0 million divided by the number of fully-diluted common stock (or unit) equivalents at the time of the Qualified Financing. In the event that the preferred equity security issued in the Qualified Financing bears a liquidation preference less than 120%, the Company will create a sub-series of such preferred security on identical terms to the security issued in the Qualified Financing, except that the aggregate liquidation preference of such sub-series will be an amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. As of June 30, 2024, the principal amount outstanding was $3.0 million. For the six months ended June 30, 2024, the interest expense was $26.3 thousand. June 2024 Convertible Notes On June 25, 2024, the Company issued to Perceptive PIPE Investor a $2.5 million convertible promissory note that matures upon the termination of the Business Combination Agreement in accordance with its terms. The June 2024 Convertible Notes accrues simple interest at eight percent (8.0%) per annum. In the event of the consummation of the Transaction, this note shall automatically convert into the type of securities that are issued in the PIPE Financing in an amount equal to the then-outstanding principal amount and any accrued and unpaid interest, divided by the effective price of the securities sold in the PIPE Financing. Upon termination of the Transaction and prior to a Qualified Financing, all of the then-outstanding principal amount of this note and all other notes issued and any accrued and unpaid interest could be converted into an amount of shares of the Company’s Series E Preferred Stock equal to the to be converted principal amount and any accrued and unpaid interest divided by the price per share/unit equal to $24.0 million divided by the Company’s fully-diluted common stock equivalents at the time of the closing date of the conversion, provided that the Company shall cause the shares of Series E Preferred Stock issued upon conversion of this note to bear an aggregate liquidation preference amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. In the event of any sale of a new series or class of preferred equity securities by the Company following the termination of the Transaction with aggregate proceeds of at least $10.0 million (a “Qualified Financing”), the then-outstanding principal amount and any accrued and unpaid interest could be converted into either the Company’s Series E Preferred Stock, or the shares to be issued and sold in the Qualified Financing, in each case in an amount that is equal to (I) the to be converted principal amount and any accrued and unpaid interest divided by (II) the price per share/unit equal to the lesser of (aa) 75% of the per share/unit price in such Qualified Financing and (bb) an amount equal to $24.0 million divided by the number of fully-diluted common stock (or unit) equivalents at the time of the Qualified Financing. In the event that the preferred equity security issued in the Qualified Financing bears a liquidation preference less than 120%, the Company will create a sub-series of such preferred security on identical terms to the security issued in the Qualified Financing, except that the aggregate liquidation preference of such sub-series will be an amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. As of June 30, 2024, the principal amount outstanding was $2.5 million. For the six months ended June 30, 2024, the interest expense was $2.7 thousand. SVB Term Loan On February 3, 2023, the Company entered into an agreement to obtain an initial term loan advance of $3.0 million and a right to issue a subsequent term loan advance of $2.0 million pursuant to the Loan and Security Agreement (“LSA”) with Silicon Valley Bank (“SVB Term Loan”). The loans mature on January 1, 2025 and the Company must make monthly payments at a floating rate per annum equal to the greater of (1) seven percent (7.0%) and (2) the market prime rate In connection with the issuance of the SVB Term Loan, the Company issued liability - classified warrants with a fair value of $28.5 thousand to purchase 32,720 shares of common stock of the Company (“Initial Warrants”), and a contingent right, with a fair value of $7.1 thousand, to obtain an additional 16,360 shares of the common stock (“Additional Warrants”) upon the nonoccurrence of the Interest Only Milestone. The Interest Only Milestone (“Milestone”) refers to a specific condition that is met on or before April 30, 2023. To satisfy this Milestone, the Company must ensure that no event of default has occurred. If this condition is met, the Company must provide SVB (i) the intent for the sale of all capital stock of the Company, or (ii) an executed term sheet for a priced equity financing of at least $40.0 million from the sale of the Company’s capital stock. The initial recognition of the warrant liabilities and the contingent right resulted in a discount of $35.6 thousand to the SVB Term Loan. The discount is being amortized to interest expense over the term of the LSA. As of June 30, 2024, the subsequent term loan advance of $2.0 million had not been drawn. As of June 30, 2024 and December 31, 2023, the outstanding principal of SVB Term Loan is $1.0 million and $1.9 | Note 7 — Debt Outstanding debt as of December 31, 2023 and 2022 consists of the following (in thousands): December 31, 2023 December 31, 2022 October 2022 Convertible Notes measured at fair value $ 13,469 $ 9,500 April 2023 Convertible Notes measured at fair value 15,385 — November 2023 Convertible Notes measured at fair value 9,132 — SVB term loan 1,838 — Total Outstanding Debt $ 39,824 $ 9,500 October 2022 Convertible Notes On October 27, 2022, the Company entered into the October 2022 Convertible Notes with investors for the issuance and sale of convertible promissory notes with an aggregate principal amount of $9.5 million at an interest rate of eight percent (8.0%) per annum. On April 4, 2023, the October 2022 Convertible Notes, which had an original maturity date of October 27, 2023, were subsequently amended to extend the maturity date to the latest of (i) January 5, 2024, (ii) termination of agreements between the Company and ARYA Sciences Acquisition Corp IV (“ARYA”) in connection with a non-binding summary of certain proposed terms and conditions of a potential business combination (the “Transaction”), or (iii) the termination or lapse of the exclusivity period as defined in the non-binding term sheet as mentioned above. The October 2022 Convertible Notes agreement was also amended to subordinate the October 2022 Convertible Notes to the April 2023 Convertible Notes (as described below) and provide for the conversion of all principal and accrued interest in respect of all the October 2022 Convertible Notes into shares of Series E Preferred Stock of the Company in connection with the Transaction. In the event of the consummation of the Transaction, all principal and accrued interest in respect of the October 2022 Convertible Notes shall be converted into the type of securities that are issued in the Private Investment in Public Equity Financing (“PIPE Financing”) in an amount equal to the then-outstanding principal amount and any accrued and unpaid interest under the October 2022 Convertible Notes, divided by seventy-five percent (75%) of the effective price of the securities sold in the PIPE Financing. In the event of the sale of equity securities in the Company’s next round of equity financing of at least $10.0 million (excluding conversion of the October 2022 Convertible Notes) prior to the maturity date (a “Qualified Financing”), all principal and accrued interest shall be converted into shares or units of the same class or series as are sold in the Qualified Financing. In the event of the sale of equity securities in the Company’s next round of equity financing prior to the maturity date that is not a Qualified Financing (“Non-Qualified Financing”), the notes will automatically convert into shares or units of the same class or series as are sold in such Non-Qualified Financing. For the conversion under both Qualified Financing and Non-Qualified Financing, the per share/unit conversion price for such equity securities shall be the lesser of (i) seventy-five percent (75%) of the average per share/unit price in such equity financing and (ii) an amount equal to $146.9 million divided by the number of fully diluted common stock (or unit) equivalents at the time of the Qualified Financing or Non-Qualified Financing. In the event that (i) or (ii) applies, the Company may create a sub-series of the preferred security on identical terms to the security issued in the Qualified Financing or Non-Qualified Financing, except that the aggregate liquidation preference of the sub-series will equal the total principal and accrued interest under the notes at the time of conversion. In the event there is no subsequent round of financing, the notes would become due and payable. On November 28, 2023, the October 2022 Convertible Notes agreement was further amended to subordinate the October 2022 Convertible Notes to the November 2023 Convertible Notes (as described below). In addition, in the event of the consummation of the Transaction, all principal and accrued interest in respect of the October 2022 Convertible Notes shall be converted into shares of the Company’s common stock, when multiplied by the exchange ratio applicable to the Company’s common stock in the Transaction, will entitle the holder of this note to receive a number of shares of the same class of common stock that are issued in the PIPE Financing equal to the then outstanding principal amount and any accrued and unpaid interest under this note, divided by 75% of the effective price of each share of common stock sold in the PIPE Financing. For the years ended December 31, 2023 and 2022, the interest expense was $0.8 million and $0.1 million, respectively. April 2023 Convertible Notes On April 4, 2023, the Company issued a $5.0 million convertible promissory note that matures on the latest of (i) January 5, 2024, (ii) termination of agreements between the Company and ARYA in connection with a non-binding summary of the Transaction, or (iii) the termination or lapse of the exclusivity period as defined in the non-binding term sheet as mentioned above. The April 2023 Convertible Notes accrues simple interest at eight percent (8.0%) per annum. Additionally, the Company obtained the right to issue up to $10.0 million in additional convertible promissory notes available beginning one month after April 4, 2023 through the occurrence of an ARYA stockholder vote with regard to a transaction. During the period from April 4, 2023 to December 31, 2023, the Company issued an additional $10.0 million. In the event of the consummation of the Transaction, this note shall automatically convert into the type of securities that are issued in the PIPE Financing in an amount equal to the then-outstanding principal amount and any accrued and unpaid interest, divided by the effective price of the securities sold in the PIPE Financing. In the event of any sale of a new series or class of preferred equity securities by the Company following the termination of the Transaction with aggregate proceeds of at least $10.0 million (a “Qualified Financing”), the then-outstanding principal amount and any accrued and unpaid interest could be converted into either the Company’s Series E Preferred Stock, or the shares to be issued and sold in the Qualified Financing, in each case in an amount that is equal to (I) the to be converted principal amount and any accrued and unpaid interest divided by (II) the price per share/unit equal to the lesser of (aa) 75% of the per share/unit price in such Qualified Financing and (bb) an amount equal to $146.9 Upon termination of the Transaction and prior to a Qualified Financing, all of the then-outstanding principal amount of this note and all other notes issued and any accrued and unpaid interest could be converted into an amount of shares of the Company’s Series E Preferred Stock equal to the to be converted principal amount and any accrued and unpaid interest divided by the price per share/unit equal to $146.9 million divided by the Company’s fully-diluted common stock equivalents at the time of the closing date of the conversion, provided that the Company shall cause the shares of Series E Preferred Stock issued upon conversion of this note to bear an aggregate liquidation preference amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. In the event that the Company liquidates, the Company shall immediately upon the consummation of the change-of-control transaction or the liquidation event and prior to any payment to the equity holders of the Company, pay to the Investor an amount equal to the greater of 120% of the sum of (i) the then-outstanding principal amount and all accrued and unpaid interest hereunder plus (ii) all accrued and unpaid dividends owed to the investor or such amount if all then-outstanding principal amount and any accrued and unpaid interest had be converted into common stock. On November 28, 2023, the April 2023 Convertible Notes, were amended to align certain terms of the April 2023 Convertible Notes to the November 2023 Convertible Notes. In the event of any sale of a new series or class of preferred equity securities by the Company following the termination of the Transaction with aggregate proceeds of at least $10.0 million (a “Qualified Financing”), the then-outstanding principal amount and any accrued and unpaid interest could be converted into either the Company’s Series E Preferred Stock, or the shares to be issued and sold in the Qualified Financing, in each case in an amount that is equal to (I) the to be converted principal amount and any accrued and unpaid interest divided by (II) the price per share/unit equal to the lesser of (aa) 75% of the per share/unit price in such Qualified Financing and (bb) an amount equal to $24.0 million divided by the number of fully-diluted common stock (or unit) equivalents at the time of the Qualified Financing. In the event that the preferred equity security issued in the Qualified Financing bears a liquidation preference less than 120%, the Company will create a sub-series of such preferred security on identical terms to the security issued in the Qualified Financing, except that the aggregate liquidation preference of such sub-series will be an amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. Upon termination of the Transaction and prior to a Qualified Financing, all of the then-outstanding principal amount of this note and all other notes issued and any accrued and unpaid interest could be converted into an amount of shares of the Company’s Series E Preferred Stock equal to the to be converted principal amount and any accrued and unpaid interest divided by the price per share/unit equal to $24.0 million divided by the Company’s fully-diluted common stock equivalents at the time of the closing date of the conversion, provided that the Company shall cause the shares of Series E Preferred Stock issued upon conversion of this note to bear an aggregate liquidation preference amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. For the year ended December 31, 2023, the interest expense was $0.6 million. November 2023 Convertible Notes On November 28, 2023, the Company issued to Perceptive Life Sciences Master Fund, Ltd. (“Perceptive PIPE Investor”) a $2.0 million convertible promissory note that matures on the latest of (i) January 5, 2024, (ii) termination of agreements between the Company and ARYA in connection with a non-binding summary of the Transaction, or (iii) the termination or lapse of the exclusivity period as defined in the non-binding term sheet as mentioned above. The November Convertible Notes accrues simple interest at eight percent (8.0%) per annum. Additionally, the Company obtained the right to issue up to $6.0 million of Delayed Draw Commitment available beginning one month after November 28, 2023 through the occurrence of an ARYA stockholder vote with regard to a transaction. In the event of the consummation of the Transaction, this note shall automatically convert into the type of securities that are issued in the PIPE Financing in an amount equal to the then-outstanding principal amount and any accrued and unpaid interest, divided by the effective price of the securities sold in the PIPE Financing. In the event of any sale of a new series or class of preferred equity securities by the Company following the termination of the Transaction with aggregate proceeds of at least $10.0 million (a “Qualified Financing”), the then-outstanding principal amount and any accrued and unpaid interest could be converted into either the Company’s Series E Preferred Stock, or the shares to be issued and sold in the Qualified Financing, in each case in an amount that is equal to (I) the to be converted principal amount and any accrued and unpaid interest divided by (II) the price per share/unit equal to the lesser of (aa) 75% of the per share/unit price in such Qualified Financing and (bb) an amount equal to $24.0 million divided by the number of fully-diluted common stock (or unit) equivalents at the time of the Qualified Financing. In the event that the preferred equity security issued in the Qualified Financing bears a liquidation preference less than 120%, the Company will create a sub-series of such preferred security on identical terms to the security issued in the Qualified Financing, except that the aggregate liquidation preference of such sub-series will be an amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. Upon termination of the Transaction and prior to a Qualified Financing, all of the then-outstanding principal amount of this note and all other notes issued and any accrued and unpaid interest could be converted into an amount of shares of the Company’s Series E Preferred Stock equal to the to be converted principal amount and any accrued and unpaid interest divided by the price per share/unit equal to $24.0 million divided by the Company’s fully-diluted common stock equivalents at the time of the closing date of the conversion, provided that the Company shall cause the shares of Series E Preferred Stock issued upon conversion of this note to bear an aggregate liquidation preference amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. In December 2023, the November 2023 Convertible Notes were amended to permit the issuance of a Delayed Draw Commitment in the principal amount of $1.0 million and $2.0 million on December 13, 2023 and December 28, 2023, respectively. The combined $3.0 million convertible promissory notes were issued pursuant to the clause and terms in the November 2023 Convertible Notes agreement. For the year ended December 31, 2023, the interest expense was $19.8 thousand. SVB Term Loan On February 3, 2023, the Company entered into an agreement to obtain an initial term loan advance of $3.0 million and a right to issue a subsequent term loan advance of $2.0 million pursuant to the Loan and Security Agreement (“LSA”) with Silicon Valley Bank (“SVB Term Loan”). The loans mature on January 1, 2025 and the Company must make monthly payments at a floating rate per annum equal to the greater of (1) seven percent (7.00%) and (2) the market prime rate In connection with the issuance of the SVB Term Loan, the Company issued liability - classified warrants with a fair value of $28.5 thousand to purchase 32,720 shares of common stock of the Company (“Initial Warrants”), and a contingent right, with a fair value of $7.1 thousand, to obtain an additional 16,360 shares of the common stock (“Additional Warrants”) upon the nonoccurrence of the Interest Only Milestone. The Interest Only Milestone (“Milestone”) refers to a specific condition that is met on or before April 30, 2023. To satisfy this Milestone, the Company must ensure that no event of default has occurred. If this condition is met, the Company must provide SVB (i) the intent for the sale of all capital stock of the Company, or (ii) an executed term sheet for a priced equity financing of at least $40 million from the sale of the Company’s capital stock. The initial recognition of the warrant liabilities and the contingent right resulted in a discount of $35.6 thousand to the SVB Term Loan. The discount is being amortized to interest expense over the term of the LSA. As of December 31, 2023, the subsequent term loan advance of $2.0 million had not been drawn. As of December 31, 2023, the outstanding principal of SVB Term Loan is $1.9 million, and the unamortized debt discount is $19.4 thousand. For the year ended December 31, 2023, the interest expense was $0.2 million. |
Warrants
Warrants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Warrants | Note 8 — Warrants SVB Common Stock Warrant On February 3, 2023, in conjunction with the LSA, the Company issued Initial Warrants to purchase 32,720 shares of common stock of the Company, and a contingent right to obtain an additional 16,360 shares of the common stock upon the nonoccurrence of the Interest Only Milestone as mentioned above. The Additional Warrants are subject to the same terms as the Initial Warrants (collectively “SVB Warrants”). As of June 30, 2024, the Additional Warrants had not been distributed. All the Additional Warrants were distributed as of June 30, 2023. The exercise price of the SVB Warrants is $7.97 per share. The warrants are fully exercisable and will expire on February 3, 2033. Pre-funded Warrants On June 25, 2024, in conjunction with the Series E Preferred Stock exchange agreement (refer to Note 11-Mezzanine Equity and Stockholders’ Deficit The exercise price of the pre-funded warrants is $0.001 per share. The pre-funded warrants are exercisable, at the option of the holder, on any day on or after the issuance date, in whole or in part. As an alternative to immediate cash payment, the investor may elect to exercise the pre-funded warrant through a cashless exercise. | Note 8 — Warrants SVB Common Stock Warrant On February 3, 2023, in conjunction with the LSA, the Company issued Initial Warrants to purchase 32,720 shares of common stock of the Company, and a contingent right to obtain an additional 16,360 shares of the common stock upon the nonoccurrence of the Interest Only Milestone as mentioned above. The Additional Warrants are subject to the same terms as the Initial Warrants (collectively “SVB Warrants”). As of December 31, 2023, all the Additional Warrants had been distributed. The exercise price of the SVB Warrants is $7.97 per share. The warrants are fully exercisable and will expire on February 3, 2033. |
Operating Leases
Operating Leases | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Operating Leases | Note 9 — Operating Leases The Company leases distribution and research and development facilities as well as sub-leases office and manufacturing space from third parties and related parties (refer to Note 15-Related Party Transactions As of June 30, 2024 and December 31, 2023, the Company does not have any finance or short-term leases and has not entered into leases which have not yet commenced that would entitle the Company to significant rights or create additional obligations during the periods as of June 30, 2024 and December 31, 2023. The following table summarizes quantitative information of the Company’s operating leases for the six months ended June 30, 2024 and 2023 (in thousands): Six months ended June 30 (Unaudited) 2024 2023 Operating cash flows paid for operating leases $ 92 $ 88 Weighted average remaining lease term (years) 1.8 1.9 Weighted average discount rate 8.0 % 8.0 % Operating lease cost was $0.1 million and $0.1 million for the six months ended June 30, 2024 and 2023, respectively. The Company did not incur any variable lease cost for the six months ended June 30, 2024 and 2023. The following table presents the future minimum payments under the non-cancelable operating leases as of June 30, 2024 (in thousands): Six months ending June 30 (Unaudited) Six months ending December 31, 2024 $ 79 Year ending December 31, 2025 154 Year ending December 31, 2026 48 Total undiscounted future cash flows 281 Less: imputed interest (18) Total operating lease liability $ 263 | Note 9 — Operating Leases The Company leases distribution and research and development facilities as well as sub-leases office and manufacturing space from third parties and related parties (refer to Note 15-Related Party Transactions As of December 31, 2023 and 2022, the Company does not have any finance or short-term leases and has not entered into any leases which have not yet commenced that would entitle the Company to significant rights or create additional obligations. The following table summarizes quantitative information of the Company’s operating leases for the years ended December 31, 2023 and 2022 (in thousands): Years ended December 31, 2023 2022 Operating cash flows paid for operating leases $ 178 $ 173 Weighted average remaining lease term (years) 1.7 2.2 Weighted average discount rate 8.0 % 8.0 % Year ended December 31, 2022 Right-of-use assets acquired under operating lease on the adoption of ASC 842 on January 1, 2022 $ 440 Operating lease liabilities acquired under operating lease on the adoption of ASC 842 on January 1, 2022 $ 443 Operating lease cost was $0.2 million and $0.2 million for the years ended December 31, 2023 and 2022, respectively. The Company did not incur any variable lease cost for the years ended December 31, 2023 and 2022. The following table presents the future minimum payments under the non-cancelable operating leases as of December 31, 2023 (in thousands): Year ended December 31, 2024 $ 86 2025 36 2026 18 Total undiscounted future cash flows 140 Less: imputed interest (9) Total operating lease liability $ 131 |
Commitments and Contingencies_9
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies | Note 4 — Commitments and Contingencies Business Combination Agreement On February 13, 2024, the Parent, the Company, Aja Merger Sub 1, a Cayman Islands exempted company (“ARYA Merger Sub”), Aja Merger Sub 2, Inc., a Delaware corporation (“Adagio Merger Sub”), and Adagio Medical, Inc. (“Adagio”) entered into a business combination agreement (the “Business Combination Agreement”), in connection with a proposed business combination (the “Proposed Adagio Business Combination”), which contains certain customary representations, warranties, and covenants by the parties thereto. As further described in the Business Combination Agreement, the closing of the Proposed Adagio Business Combination (the “Closing” and the date on which the Closing occurs, the “Closing Date”) is subject to certain customary conditions and risks. “New Adagio” refers to the Company after giving effect to the Business Combination. The Business Combination Agreement provides, among other things, for the consummation of the following transactions: 1. ARYA Merger Sub will merge with and into the Parent (the “ARYA Merger”) and Adagio Merger Sub will merge with and into Adagio (the “Adagio Merger” and, together with the ARYA Merger, the “Mergers”), with the Parent and Adagio surviving the Mergers and, after giving effect to such Mergers, each of the Parent and Adagio becoming a wholly owned subsidiary of the Company, on the terms and subject to the conditions in the Business Combination Agreement; 2. (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share, of the Parent (the “Class A ordinary shares”) will be automatically cancelled, extinguished and converted into the right to receive one share of common stock, par value $0.0001 per share, of New Adagio (the “New Adagio Common Stock”) and (ii) each issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Parent (the “Class B ordinary shares”) will be automatically cancelled, extinguished and converted into the right to receive one share of New Adagio Common Stock, other than 1,000,000 Class B ordinary shares that will be forfeited by the Sponsor and issued to PIPE Investors (as defined below), including Perceptive Life Sciences Master Fund, Ltd, a Cayman Islands exempted company (the “Perceptive PIPE Investor”). 1,147,500 shares of New Adagio Common Stock issuable to the Sponsor will be subject to share trigger price vesting and will vest if, prior to the tenth anniversary of the Closing, the post-closing share price of New Adagio equals or exceeds $24.00 per share for any 20 trading days within any 30 trading day period (the “Share Trigger Price Vesting”); and 3. (i) each warrant of Adagio will be either (x) terminated, or (y) “net” exercised in exchange for shares of common stock, par value $0.01 per share, of Adagio (“Adagio Common Stock”); (ii) all issued and outstanding unsecured convertible promissory notes of Adagio (excluding the Bridge Financing Notes (as defined below) and the 2024 Bridge Financing Notes (as defined below)) (the “Adagio Convertible Notes”), including any accrued and unpaid interest thereon, will be automatically and fully converted into shares of Adagio Common Stock in accordance with the terms of such Adagio Convertible Notes and such Adagio Convertible Notes will be cancelled, satisfied, extinguished, discharged and retired in connection with such conversion (the “Adagio Convertible Notes Conversion”); (iii) each share of preferred stock, par value $0.001 per share, of Adagio (the “Adagio Preferred Stock”) that is issued and outstanding will be automatically converted into shares of Adagio Common Stock and each such share of Adagio Preferred Stock will be cancelled; (iv) all issued and outstanding shares of Adagio Common Stock (other than treasury shares and shares with respect to which appraisal rights under the Delaware General Corporation Law, as amended, are properly exercised and not withdrawn) will be automatically cancelled, extinguished and converted into the right to receive shares of New Adagio Common Stock based on the exchange ratio set forth in the Business Combination Agreement; (v) each issued, outstanding and unexercised option to purchase Adagio Common Stock (“Adagio Option”) that is vested as of such time or will vest in connection with, or after taking into account the effect of, the consummation of the transactions contemplated by the Business Combination Agreement with an aggregate value that exceeds the aggregate exercise price of such Adagio Option (each an “In-the-Money Adagio Option”) will be cancelled and extinguished in exchange for options to purchase shares of New Adagio Common Stock, and each issued and outstanding Adagio equity award (other than an In-the-Money Adagio Option) will automatically be canceled and extinguished for no consideration and each holder thereof will cease to have any rights with respect thereto. Amendment to the Business Combination Agreement On June 25, 2024, the Parent and Adagio entered into a Consent and Amendment No. 1 to the Business Combination Agreement (the “Amendment No. 1”), pursuant to which, among other things: (i) the Parent consented to Adagio entering an exchange agreement (the “Exchange Agreement”) and the transactions contemplated thereunder with RA Capital Healthcare Fund, L.P., a Delaware limited partnership (“RA Capital”), pursuant to which, RA Capital would exchange a certain number of its existing Company Series E Preferred Shares (as defined in the Business Combination Agreement) for pre-funded warrants (each, a “Pre-Funded Warrant for Series E Preferred Shares”) to purchase Company Series E Preferred Shares, with each Pre-Funded Warrant for Series E Preferred Shares issued and outstanding as of immediately prior to the Company Merger Effective Time (as defined in the Business Combination Agreement) being automatically canceled and extinguished and converted into the right to receive a number of HoldCo Shares (as defined in the Business Combination Agreement) equal to the Exchange Ratio (as defined in the Business Combination Agreement); (ii) the definition of the term “Fully Diluted HoldCo Closing Capitalization” as provided in the Business Combination Agreement was expanded to include the number of pre-funded warrants outstanding immediately after the Company Merger Effective Time that each represented the right to purchase HoldCo Shares; (iii) (a) the aggregate share reserve under the Key Employee Incentive Plan (as defined in the Business Combination Agreement) should be up to the Key Employee Incentive Plan Maximum Amount, which was the aggregate number of HoldCo Shares equal to the product obtained by multiplying (A) the quotient of (x) fifteen percent (15%) divided by (y) thirty-five percent (35%) by (B) the Aggregate Incentive Equity Pool, which was the aggregate number of HoldCo Shares equal to (x) the Aggregate HoldCo Share Reserve (as defined hereunder) minus (y) the Fully Diluted HoldCo Closing Capitalization, and (b) the aggregate share reserve under the HoldCo Incentive Equity Plan (as defined in the Business Combination Agreement) should be equal to the Incentive Equity Plan Maximum Amount plus an increase as provided in the Business Combination Agreement, which Incentive Equity Plan Maximum Amount was the aggregate number of HoldCo Shares equal to the product obtained by multiplying (A) the quotient of (x) twenty percent (20%) divided by (y) thirty-five percent (35%) by (B) the Aggregate Incentive Equity Pool; and (iv) following the Closing, ListCo’s name would be changed to “Adagio Medical Holdings, Inc.” (or such other name mutually agreed to by ARYA and Adagio). As defined in the Amendment No. 1, “Aggregate HoldCo Share Reserve” meant the aggregate number of HoldCo Shares equal to the quotient obtained by dividing (i) the Fully Diluted HoldCo Closing Capitalization by (ii) sixty-five percent (65%). PIPE Financing (Private Placement) In connection with the execution of the Business Combination Agreement, ListCo and the Parent entered into Subscription Agreements (the “Subscription Agreements”) with the Perceptive PIPE Investor and certain other investors (the “Other PIPE Investors,” and, together with the Perceptive PIPE Investor, the “PIPE Investors”), pursuant to which the PIPE Investors committed financing valued at approximately $64.5 million, which includes (i) 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 date the Closing occurs (the “Closing Date”), (ii) non-redemption commitments by certain investors that are shareholders of the Parent, (iii) agreements to subscribe for and purchase shares of New Adagio Common Stock, (iv) the contribution of $29,500,000 of 2023 Bridge Financing Notes to ListCo pursuant to the terms of the Subscription Agreement executed by the Perceptive PIPE Investor, and (v) an additional cash investment by the Perceptive PIPE Investor of approximately $15.9 million (which amount may be reduced by up to approximately $1,070,575 subject to Additional Financing being raised prior to Closing), as described in more detail below (together, the “PIPE Financing”). In connection with the PIPE Financing, the PIPE Investors will also subscribe for (i) warrants to purchase shares of New Adagio Common Stock at $10.00 per share, subject to adjustment (the “Base Warrants”) or (ii) a combination of Base Warrants and pre-funded warrants, each exercisable for one share of New Adagio Common Stock at $0.01 per share (the “Pre-Funded Warrants,” and together with the Base Warrants, the “PIPE Warrants”). As provided for in the Subscription Agreements, the number of shares of New Adagio Common Stock and Base Warrants issuable to the PIPE Investors will depend on the redemption value of the Class A ordinary shares at Closing, the average per share price of the Class A ordinary shares purchased by certain PIPE Investors in the open market and the amount of interest on the 2023 Bridge Financing Notes that will have accrued and be unpaid at Closing and be contributed to ListCo in exchange for shares of New Adagio Common Stock. The shares of New Adagio Common Stock and PIPE Warrants to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. ListCo will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent Closing. The Company has concluded that the New Adagio Common Stock and PIPE Warrants to be issued under certain of the Subscription Agreements (the “Open Market Subscription Agreements”) that include an open market purchase and non-redemption obligation for subscribing investors (the “Open Market Investors”) qualify as equity under ASC 815-40 (“Derivatives and Hedging–Contracts in Entity’s Own Equity”); therefore, the Company will recognize the New Adagio Common Stock and PIPE Warrants to be issued under such Open Market Subscription Agreements (such securities, the “Open Market PIPE Securities”) by recording an entry to additional paid-in capital in stockholder’s deficit in its balance sheet. In accordance with ASC 815-40-30-1, the New Adagio Common Stock and PIPE Warrants will be recorded and measured at fair value (i.e., most often representative of proceeds received for equity-linked instruments; however, when estimating the fair value of the New Adagio Common Stock and PIPE Warrants, the Company has followed the guidance in ASC 820, “Fair Value Measurement.” In connection with Open Market Investor’s commitment to irrevocably subscribe for and agree to purchase from ListCo the number of Open Market PIPE Securities set forth on the signature page of the applicable Open Market Subscription Agreements, on the terms and subject to the conditions set forth in such Open Market Subscription Agreements, which include, without limitation, the agreement not to redeem the Class A ordinary shares purchased in the open market prior to Closing, the Company will record an amount equal to the full fair value of the New Adagio Common Stock and PIPE Warrants to be issued to the Open Market PIPE Investor in connection with the Closing. On July 23, 2024, the Perceptive Life Sciences Master Fund, Ltd., a Cayman Islands exempted company (the “Perceptive PIPE Investor”) indicated an interest to increase its investment in the PIPE Financing by such amount that is necessary for the minimum unrestricted cash condition of the Contingent Investor to be met. Such additional subscription would be on the same terms as provided in the Subscription Agreement that the Perceptive PIPE Investor executed on February 13, 2024 and amended on June 24, 2024. On July 31, 2024, ListCo and ARYA entered into an Amended and Restated Subscription Agreement (the “Perceptive Amended and Restated Subscription Agreement”) with the Perceptive PIPE Investor to amend and restate the Perceptive PIPE Investor’s Subscription Agreement (the “Perceptive Initial Subscription Agreement”) entered into by and among the same parties on February 13, 2024 (as amended on June 24, 2024). Pursuant to the Perceptive Amended and Restated Subscription Agreement, among other things, the amount of the Additional Cash (as defined in the Initial Subscription Agreement) was increased from approximately $8,070,575 to approximately $15,875,568, such that the minimum unrestricted cash condition of the Contingent Investor would be met. The increase of the Additional Cash resulted in the issuance of approximately 936,600 additional shares of New Adagio Common Stock at Closing to the Perceptive PIPE Investor. Convertible Security Financing (Private Placement) In connection with the execution of the Business Combination Agreement, certain investors, including the Perceptive PIPE Investor (the “Convert Investors”), executed a securities purchase agreement, dated February 13, 2024, with the Company (such agreement and any assignment agreement thereunder in connection with any Additional Financing, the “Convertible Security Subscription Agreement”), pursuant to which the Company issued on the Closing Date to the Convert Investors $20,000,000 aggregate principal amount of 13% senior secured convertible notes (the “New Adagio Convertible Notes”), which will be convertible into shares of New Adagio Common Stock at a conversion price of $10.00 per share, subject to adjustment (the “Conversion Shares”), and 1,500,000 warrants (the “Convert Warrants”), which will be exercisable on a cashless basis or for cash at a price of $24.00 per share, subject to adjustment (the “Base Convert Financing”), and will expire on the seventh anniversary of the Closing. Such $20,000,000 investment in New Adagio Convertible Notes includes the Perceptive Convertible Note Commitment (as defined below) and includes the conversion of the 2024 Bridge Financing Notes (as defined below) into New Adagio Convertible Notes at Closing, subject in each case to Additional Financing being raised prior to Closing, as further described below. The New Adagio Convertible Notes will have a maturity of 3 years and nine months On the Closing Date, pursuant to the terms of the 2024 Bridge Financing Notes and the 2024 Bridge Financing Note Subscription Agreement, the 2024 Bridge Financing Notes will convert into $7,000,000 of New Adagio Convertible Notes and 525,000 Convert Warrants, and the Perceptive PIPE Investor will subscribe for an additional $3,000,000 aggregate principal amount of New Adagio Convertible Notes and 225,000 Convert Warrants, on the same terms as the other Convert Investors executing the Convertible Security Subscription Agreement (such additional investment by the Perceptive PIPE Investor, the “Perceptive Convertible Note Commitment,” and together with the Base Convert Financing, the “Convertible Security Financing”). Subject to the Parent and New Adagio receiving any new financing or commitment for financing (any such financing, an “Additional Financing”), whether in the form of equity, debt or convertible debt, before the Closing Date, the Perceptive PIPE Investor may request that, on the Closing Date, the 2024 Bridge Financing Note is repaid, the Perceptive Convertible Note Commitment is reduced or a combination of both. The New Adagio Convertible Notes and the Convert Warrants issuable in connection with the Convertible Security Financing have not been registered under the Securities Act and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. The Company will grant the Convert Investors certain registration rights in connection with the Convertible Security Financing. The Convertible Security Financing is contingent upon, among other things, the substantially concurrent Closing. As set forth in the Convertible security Subscription Agreement, the closing of $7,500,000 of financing by a Convert Investor is conditioned on New Adagio having a certain amount of available cash on the Closing Date. Pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, the Company, certain of its subsidiaries (other than Adagio Medical GmbH, a company organized under the laws of Germany and an excluded subsidiary thereunder) (the “Subsidiaries”) and the collateral agent (the “Collateral Agent”) on behalf of the Convert Investors, will enter into a security and pledge agreement (the “Convert Security Document”), pursuant to which the Company and the Subsidiaries will (i) pledge the equity interests in the Subsidiaries to the Collateral Agent, (ii) pledge all of their respective promissory notes, securities and other instruments evidencing indebtedness to the Collateral Agent, and (iii) grant to the Collateral Agent a security interest in and lien on all of their respective personal property and assets, including, among other items, all of their deposit accounts, chattel paper, documents, equipment, general intangibles, instruments and inventory, and all proceeds therefrom, in each case subject to customary exceptions, all as set forth in the form of the Convert Security Document. Additionally, pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, the Subsidiaries will deliver a guaranty (the “Convert Guaranty”) to the Collateral Agent pursuant to which the Subsidiaries will, jointly and severally, guarantee the Company’s obligation to repay the New Adagio Convertible Notes and all other obligations of the Company under the Convertible Security Subscription Agreement and the New Adagio Convertible Notes and other related transaction documents, as set forth in the form of the Convert Guaranty. Any additional subsidiaries of the Company formed or acquired after the closing date will be required to join the Convert Guaranty as additional guarantors. Non-Redemption Subscription Agreements In connection with the execution of the Business Combination Agreement, ListCo and the Parent entered into Non-redemption Subscription Agreements (the “Non-redemption Subscription Agreements”) with certain other investors (the “Non-Redeeming Subscribed Investors”) pursuant to which the Non-Redeeming Subscribed Investors committed financing valued at approximately $2,000,000, which includes ListCo is seeking commitments from interested investors to purchase in a private placement, contingent upon, and substantially concurrently with the closing of the Transaction, (i) shares (the “Shares”) of ListCo’s common stock, par value $0.0001 per share (the “Common Stock”), (ii) warrants, each representing the right to purchase shares of Common Stock and to be represented by a warrant and (iii) the Investor and its affiliates agree (a) not to sell or transfer any of the Non-Redeeming Subscribed Investors’s Shares prior to the closing of the Transaction and (b) not to redeem any Investor Company Shares prior to or in connection with the Transaction. On the Closing Date, Non-Redeeming Subscribed Investors shall deliver evidence reasonably satisfactory to ListCo that Investor continues to hold the Investor Company Shares and has not tendered such shares for redemption. The Company has concluded that the New Adagio Common Stock and Warrants (“Non-Redeeming Shares and Warrants”) issued under certain Non-redemption Subscription Agreements qualify as equity under ASC 815-40 (“Derivatives and Hedging–Contracts in Entity’s Own Equity”). As a result, the Company will recognize any Shares and Warrants issued under the Non-redemption Subscription Agreements within stockholder’s deficit. In accordance with ASC 815-40, any Shares and Warrants issued under the Non-redemption Subscription Agreements will be recorded and measured at fair value, which is typically representative of the proceeds received for equity-linked instruments. When estimating the fair value of these instruments, the Company follows the guidance in ASC 820, “Fair Value Measurement.” As a result of the Non-Redeeming Subscribed Investors’ commitment to irrevocably subscribe for and purchase the number of Non-Redeeming Shares and Warrants listed in the Non-redemption Subscription Agreements, the Company agrees to the terms and conditions set forth in the agreements, including agreeing to not redeem the Class A ordinary shares purchased in the open market by the Non-Redeeming Subscribed Investors’ before closing. The Company will record an amount equal to the full fair value of the Non-Redeeming Shares and Warrants to be issued to the Non-Redeeming Subscribed Investor at the closing as a result of the Non-Redeeming Subscribed Investors’ commitment, as described above. Approval of Business Combination Agreement On July 26, 2024, the Parent held an annual general meeting of shareholders (the “Meeting”) to consider and vote upon the Business Combination Proposal, the ARYA Merger Proposal, the Director Election Proposal and the Adjournment Proposal, each as more fully described in the definitive proxy statement/prospectus that the Company filed with the SEC on July 12, 2024 (the “Proxy Statement”). The shareholders of the Parent approved the Business Combination Proposal, the ARYA Merger Proposal and the Director Election Proposal. As there were sufficient votes to approve the Business Combination Proposal, the ARYA Merger Proposal and the Director Election Proposal, the Adjournment Proposal was not presented to shareholders. Consummation of Business Combination On July 31, 2024, Adagio announced the closing of its previously announced Business Combination with the Parent and the Company. In connection with the closing of the Business Combination, the Company changed its name to “Adagio Medical Holdings, Inc.” The common stock of New Adagio began trading on August 1, 2024, under the symbols ADGM on the Nasdaq Capital Market. Upon the consummation of the Business Combination, Adagio and the Parent became the direct wholly owned subsidiaries of Adagio Medical Holding, Inc. In connection with the Business Combination, the combined company raised financing valued at approximately $84.2 million, which consisted of funds held in the Parent’s trust account, a concurrent equity and warrant private placement (including $29.5 million of bridge financing used by Adagio prior to closing and funds from the Parent’s trust account not redeemed) led by, among others, Perceptive PIPE Investor, RA Capital Management and RTW Investments, and a concurrent convertible security financing (including $7.0 million of bridge financing used by Adagio prior to closing) led by, among others, an institutional investor and Perceptive PIPE Investor. The Business Combination is expected to be accounted for as a forward merger in accordance with U.S. GAAP. Under this method of accounting, ListCo is treated as the “accounting acquirer” and Adagio as the “accounting acquiree” for financial reporting purposes. Accordingly, the Business Combination is expected to be accounted for using the acquisition method of accounting. The acquisition method of accounting is based on FASB ASC 805 and uses the fair value concepts defined in ASC 820. As of the date the condensed consolidated financial statements are available to be issued, the Company is still in the process of analyzing the accounting impact of the Business Combination. | |
Adagio Medical Inc | ||
Commitments and Contingencies | Note 10 — Commitments and Contingencies Litigation The Company is not currently party to any legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings, if any. | Note 10 — Commitments and Contingencies Litigation The Company is not currently party to any legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings, if any. |
Mezzanine Equity and Stockholde
Mezzanine Equity and Stockholders' Deficit | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Mezzanine Equity and Stockholders' Deficit | Note 11 — Mezzanine Equity and Stockholders’ Deficit Authorized Shares The Company’s Amended and Restated Articles of Incorporation authorize the issuance of two classes of stock designated as common and preferred stock, each having a par value of $0.001 per share. The number of shares authorized as of June 30, 2024 is 11,534,892 consisting of 6,594,946 shares of common stock and 4,939,946 shares of preferred stock, designated as Series A, Series B, Series C, Series D, and Series E preferred stock in the amounts included in the table below. Convertible Preferred Stock The Company classifies convertible preferred stock as temporary equity on the accompanying condensed consolidated balance sheets, as all such preferred stock is redeemable either at the option of the holder or upon an event outside the control of the Company. The requirements of a deemed liquidation event, as defined within its amended and restated certificate of incorporation filed in November 2020, are not entirely within the Company’s control. In the event of such a deemed liquidation event, the proceeds from the event are distributed in accordance with the liquidation preferences, provided that the holders of preferred stock have not converted their shares into common stock. The Company records the issuance of preferred stock at the issuance price less related issuance costs. The Company has not adjusted the carrying value of outstanding preferred stock to its liquidation preference because a deemed liquidation event is not probable of occurring as of the end of the reporting period. During the six months ended June 30, 2024, the Company executed the following transactions: ● On June 25, 2024, 207,902 shares of Series E Preferred Stock were extinguished and exchanged for 207,902 shares of pre-funded warrants to purchase Series E Preferred Stock. See Note 8-Warrants for additional information regarding the pre-funded warrants. The difference between the carrying value of the extinguished Series E Preferred Stock and the fair value of the issued pre-funded warrants is recorded in additional paid-in capital. There were no preferred stock transactions during the year ended December 31, 2023. The following table summarizes information related to issuance of the Company’s preferred stock as of June 30, 2024 (in thousands, except share data): Number of Common Number of Shares Stock Shares Issued and Carrying Conversion Equivalent Liquidation Preferred Stock Class Authorized Outstanding Value (1) Price Per Share Shares Preference Series A 270,856 270,856 $ 2,500 $ 9.23 270,856 $ 2,500 Series B 815,730 815,730 10,626 13.04 815,730 10,637 Series C 981,596 981,596 15,988 16.30 981,596 16,000 Series D 992,064 992,064 19,990 20.16 992,064 20,000 Series E 1,879,700 1,671,798 37,679 22.61 1,671,798 37,799 4,939,946 4,732,044 $ 86,783 4,732,044 $ 86,936 (1) The carrying value reflects the gross proceeds received from the sale of the preferred stock less issuance costs. The following table summarizes information related to issuance of the Company’s preferred stock as of December 31, 2023 (in thousands, except share data): Number of Common Number of Shares Stock Shares Issued and Carrying Conversion Equivalent Liquidation Preferred Stock Class Authorized Outstanding Value (1) Price Per Share Shares Preference Series A 270,856 270,856 $ 2,500 $ 9.23 270,856 $ 2,500 Series B 815,730 815,730 10,626 13.04 815,730 10,637 Series C 981,596 981,596 15,988 16.30 981,596 16,000 Series D 992,064 992,064 19,990 20.16 992,064 20,000 Series E 1,879,700 1,879,700 42,365 22.61 1,879,700 42,500 4,939,946 4,939,946 $ 91,469 4,939,946 $ 91,637 (1) The carrying value reflects the gross proceeds received from the sale of the preferred stock less issuance costs. The relative rights, terms, privileges, and restrictions granted to or imposed upon preferred stockholders are described below: Preferred Stock – Dividends Prior and in preference to any declaration or payment of any dividends to the holders of common stock, the holders of preferred stock shall be entitled to receive dividends out of any assets legally available therefor, at the rate of eight percent (8%) of the original issue price per share per annum. The original issue price of Series A, Series B, Series C, Series D, and Series E is $9.23, $13.04, $16.30, $20.16, and $22.61, respectively. The dividends shall not be cumulative. In the event that the dividend amount declared by the Board of Directors of the Company is insufficient to permit payment of the full aforesaid dividends, such dividends will be paid ratably to each holder of preferred stock in proportion to the dividend amounts to which each holder of preferred stock is entitled. After payment of the full amount of the aforesaid dividends, any additional dividends declared shall be distributed to the holder of common stock and preferred stock in proportion to the number of shares of common stock that would be held by such holder on an as-converted to common stock basis. No dividends on preferred stock or common stock have been declared by the Board of Directors as of June 30, 2024 and December 31, 2023. Liquidation Preference In the event of liquidation of the Company, including a merger, acquisition, or sale of all or substantially all the assets of the Company, holders of preferred stock are entitled to receive an amount equal to the original issue price of each share of preferred stock held plus any dividends declared but not yet paid, prior to any distribution of assets or surplus funds of the Company to common stock shareholders. After payment has been made to the holders of the preferred stock of the full amounts to which they are entitled as noted above, the remaining assets would be distributed among the holders of the common stock pro rata based on the number of shares of common stock held by each holder. If, at the time of liquidation, the assets are insufficient to permit full payment of the liquidation preferences of the series listed in the order above, the assets must be distributed ratably among the holders of the series in proportion to the full preferential amount each such holder is otherwise entitled to receive in respect to such shares. Voting Rights So long as the shares of preferred stock that are convertible into at least 1,000,000 shares of common stock (subject to appropriate adjustment in the event of any stock dividends, stock split, combination or other similar recapitalization with respect to the common stock) are issued and outstanding, the holders of preferred stock, voting as a separate class on an as-converted to common stock basis, shall have the right to elect four members of the Board of Directors of the Company. The holders of common stock, voting as a separate class, shall have the right to elect one member of the Board of Directors. The remaining directors shall be elected by the holders of the common stock and the preferred stock, voting together as a single class on an as-converted to common stock basis. On all other matters, the holders of the preferred stock shall have full voting rights and powers equal to the voting rights and powers of the holders of common stock. Fractional votes by the holders of preferred stock shall not be permitted and any fractional voting rights shall be rounded to the nearest whole number. Conversion Rights Each share of preferred stock shall be convertible, at the option of the holder, into shares of common stock without the payment of any additional consideration. The preferred stock shall be convertible into the number of fully paid and nonassessable shares of common stock which results from dividing the conversion price per share in effect for the preferred stock at the time of conversion into the per share conversion value. The initial per share conversion price of Series A, Series B, Series C, Series D, and Series E is $9.23, $13.04, $16.30, $20.16, and $22.61, respectively. The initial conversion price is subject to adjustment for antidilution provisions, as defined. The per share conversion value of Series A, Series B, Series C, Series D, and Series E is $9.23, $13.04, $16.30, $20.16, and $22.61, respectively. Each share of preferred stock shall automatically be converted into shares of common stock at the then effective conversion rate immediately upon the earlier of (i) the election of the holders of a majority of the outstanding shares of preferred stock, voting as a separate class on an as-converted to common stock basis, or (ii) the closing of the sale of the Company’s common stock in a firm commitment, underwritten public offering registered under the Securities Act of 1933, as amended, with aggregate offering proceeds to the Company (before deduction for underwriters’ discounts and expenses relating to the issuance) of at least $75.0 million and a public offering price per share equal to at least $67.83 (subject to adjustments for stock dividends, splits, combinations and similar events). Protective Provisions So long as there are at least 1,000,000 shares of preferred stock outstanding, the Company shall not (by merger, reclassification, amendment or otherwise), without first obtaining the approval of the holders of at least seventy percent (70%) of the then outstanding shares of preferred stock, voting separately as a class, to, among other things: (i) amend the certificate of incorporation or bylaws; (ii) adversely alter or change the rights, preferences or privileges of the preferred stock; (iii) increase or decrease the aggregate number of authorized shares of any class of the capital stock of the Company. So long as shares of Series E preferred stock that are convertible into at least 500,000 shares of common stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the common stock) are issued and outstanding, the Company shall not directly or indirectly (by merger, reclassification, amendment or otherwise), without first obtaining the approval of the holders of at least a majority of the voting power of the then outstanding shares of Series E preferred stock, voting separately as a class, to, among other things: (i) amend, alter, repeal or waive any provision of the certificate of incorporation or bylaws of the Company in a manner that adversely affects the holders of the Series E preferred stock in a manner different from any other series of preferred stock; (ii) create or authorize the creation of or issue any other security convertible into to exercisable for any equity security having rights, preferences or privileges senior to the Series E preferred stock; (iii) increase or decrease the authorized number of shares of Series E preferred stock. Common Stock Each share of common stock is entitled to one vote. Common stock reserved for future issuance consisted of the following as of June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 (Unaudited) Conversion of preferred stock 4,732,044 4,939,946 Stock options issued and outstanding under the 2012 and 2022 Plan 742,409 747,001 Common shares available for future grant under the 2012 and 2022 Plan 31,604 27,012 Common stock reserved for future issuance 5,506,057 5,713,959 | Note 11 — Mezzanine Equity and Stockholders’ Deficit Authorized Shares The Company’s Amended and Restated Articles of Incorporation authorize the issuance of two classes of stock designated as common and preferred stock, each having a par value of $0.001 per share. The number of shares authorized as of December 31, 2023 is 11,534,892 consisting of 6,594,946 shares of common stock and 4,939,946 shares of preferred stock, designated as Series A, Series B, Series C, Series D, and Series E preferred stock in the amounts included in the table below. Convertible Preferred Stock The Company classifies convertible preferred stock as temporary equity on the accompanying consolidated balance sheets, as all such preferred stock is redeemable either at the option of the holder or upon an event outside the control of the Company. The requirements of a deemed liquidation event, as defined within its amended and restated certificate of incorporation filed in November 2020, are not entirely within the Company’s control. In the event of such a deemed liquidation event, the proceeds from the event are distributed in accordance with the liquidation preferences, provided that the holders of preferred stock have not converted their shares into common stock. The Company records the issuance of preferred stock at the issuance price less related issuance costs. The Company has not adjusted the carrying value of outstanding preferred stock to its liquidation preference because a deemed liquidation event is not probable of occurring as of the end of the reporting period. The following table summarizes information related to issuance of the Company’s preferred stock at December 31, 2023 and 2022 (in thousands, except share data): Number of Common Number of Shares Conversion Stock Shares Issued and Carrying Price Per Equivalent Liquidation Preferred Stock Class Authorized Outstanding Value (1) Share Shares Preference Series A 270,856 270,856 $ 2,500 $ 9.23 270,856 $ 2,500 Series B 815,730 815,730 10,626 13.04 815,730 10,637 Series C 981,596 981,596 15,988 16.30 981,596 16,000 Series D 992,064 992,064 19,990 20.16 992,064 20,000 Series E 1,879,700 1,879,700 42,365 22.61 1,879,700 42,500 4,939,946 4,939,946 $ 91,469 4,939,946 $ 91,637 (1) The carrying value reflects the gross proceeds received from the sale of the preferred stock less issuance costs. The relative rights, terms, privileges, and restrictions granted to or imposed upon preferred stockholders are described below: Preferred Stock – Dividends Prior and in preference to any declaration or payment of any dividends to the holders of common stock, the holders of preferred stock shall be entitled to receive dividends out of any assets legally available therefor, at the rate of eight percent (8%) of the original issue price per share per annum. The original issue price of Series A, Series B, Series C, Series D, and Series E is $9.23, $13.04, $16.30, $20.16, and $22.61, respectively. The dividends shall not be cumulative. In the event that the dividend amount declared by the Board of Directors of the Company is insufficient to permit payment of the full aforesaid dividends, such dividends will be paid ratably to each holder of preferred stock in proportion to the dividend amounts to which each holder of preferred stock is entitled. After payment of the full amount of the aforesaid dividends, any additional dividends declared shall be distributed to the holder of common stock and preferred stock in proportion to the number of shares of common stock that would be held by such holder on an as-converted to common stock basis. No dividends on preferred stock or common stock have been declared by the Board of Directors as of December 31, 2023 and 2022. Liquidation Preference In the event of liquidation of the Company, including a merger, acquisition, or sale of all or substantially all the assets of the Company, holders of preferred stock are entitled to receive an amount equal to the original issue price of each share of preferred stock held plus any dividends declared but not yet paid, prior to any distribution of assets or surplus funds of the Company to common stock shareholders. After payment has been made to the holders of the preferred stock of the full amounts to which they are entitled as noted above, the remaining assets would be distributed among the holders of the common stock pro rata based on the number of shares of common stock held by each holder. If, at the time of liquidation, the assets are insufficient to permit full payment of the liquidation preferences of the series listed in the order above, the assets must be distributed ratably among the holders of the series in proportion to the full preferential amount each such holder is otherwise entitled to receive in respect to such shares. Voting Rights So long as the shares of preferred stock that are convertible into at least 1,000,000 shares of common stock (subject to appropriate adjustment in the event of any stock dividends, stock split, combination or other similar recapitalization with respect to the common stock) are issued and outstanding, the holders of preferred stock, voting as a separate class on an as-converted to common stock basis, shall have the right to elect four members of the Board of Directors of the Company. The holders of common stock, voting as a separate class, shall have the right to elect one member of the Board of Directors. The remaining directors shall be elected by the holders of the common stock and the preferred stock, voting together as a single class on an as-converted to common stock basis. On all other matters, the holders of the preferred stock shall have full voting rights and powers equal to the voting rights and powers of the holders of common stock. Fractional votes by the holders of preferred stock shall not be permitted and any fractional voting rights shall be rounded to the nearest whole number. Conversion Rights Each share of preferred stock shall be convertible, at the option of the holder, into shares of common stock without the payment of any additional consideration. The preferred stock shall be convertible into the number of fully paid and nonassessable shares of common stock which results from dividing the conversion price per share in effect for the preferred stock at the time of conversion into the per share conversion value. The initial per share conversion price of Series A, Series B, Series C, Series D, and Series E is $9.23, $13.04, $16.30, $20.16, and $22.61, respectively. The initial conversion price is subject to adjustment for antidilution provisions, as defined. The per share conversion value of Series A, Series B, Series C, Series D, and Series E is $9.23, $13.04, $16.30, $20.16, and $22.61, respectively. Each share of preferred stock shall automatically be converted into shares of common stock at the then effective conversion rate immediately upon the earlier of (i) the election of the holders of a majority of the outstanding shares of preferred stock, voting as a separate class on an as-converted to common stock basis, or (ii) the closing of the sale of the Company’s common stock in a firm commitment, underwritten public offering registered under the Securities Act of 1033, as amended, with aggregate offering proceeds to the Company (before deduction for underwriters’ discounts and expenses relating to the issuance) of at least $75.0 million and a public offering price per share equal to at least $67.83 (subject to adjustments for stock dividends, splits, combinations and similar events). Protective Provisions So long as there are at least 1,000,000 shares of preferred stock outstanding, the Company shall not (by merger, reclassification, amendment or otherwise), without first obtaining the approval of the holders of at least seventy percent (70%) of the then outstanding shares of preferred stock, voting separately as a class, to, among other things: (i) amend the certificate of incorporation or bylaws; (ii) adversely alter or change the rights, preferences or privileges of the preferred stock; (iii) increase or decrease the aggregate number of authorized shares of any class of the capital stock of the Company. So long as shares of Series E preferred stock that are convertible into at least 500,000 shares of common stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the common stock) are issued and outstanding, the Company shall not directly or indirectly (by merger, reclassification, amendment or otherwise), without first obtaining the approval of the holders of at least a majority of the voting power of the then outstanding shares of Series E preferred stock, voting separately as a class, to, among other things: (i) amend, alter, repeal or waive any provision of the certificate of incorporation or bylaws of the Company in a manner that adversely affects the holders of the Series E preferred stock in a manner different from any other series of preferred stock; (ii) create or authorize the creation of or issue any other security convertible into to exercisable for any equity security having rights, preferences or privileges senior to the Series E preferred stock; (iii) increase or decrease the authorized number of shares of Series E preferred stock. Common Stock Each share of common stock is entitled to one vote. Common stock reserved for future issuance consisted of the following as of December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Conversion of preferred stock 4,939,946 4,939,946 Stock options issued and outstanding under the 2012 and 2022 Plan 747,001 619,527 Common shares available for future grant under the 2012 and 2022 Plan 27,012 160,155 Common stock reserved for future issuance 5,713,959 5,719,628 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Stock-Based Compensation | Note 12 — Stock-Based Compensation 2012 Stock Incentive Plan In January 2011, the Board approved the 2012 Stock Incentive Plan (the “2012 Plan”), which permitted grants of Incentive Stock Options (“ISOs”) and Non-statutory Stock Options (“NSOs”) to employees, directors and consultants. The maximum number of shares that can be granted under the 2012 Plan cannot exceed 1,255,000 shares. The 2012 Plan had a maximum 10-year 2022 Stock Incentive Plan In April 2022, the Board approved, in conjunction with the termination of the 2012 Plan, the 2022 Stock Incentive Plan (the “2022 Plan”), permitting ISOs and NSOs to employees, directors and consultants. The maximum number of shares granted under the 2022 Plan cannot exceed 203,855 plus any shares subject to stock options granted under the 2012 Plan that expired or were otherwise terminated without having been exercised in full, were forfeited, or were repurchased by the Company. The 2022 Plan is intended as the successor to and continuation of the 2012 Plan (thereafter both the 2012 and 2022 Plans are referred to as the “Stock Incentive Plan”). The Stock Incentive Plan provides a means whereby participants may purchase shares of common stock pursuant to ISOs or NSOs and such persons may be granted shares of common stock for consideration consisting of cash and/or past services rendered to or on behalf of the Company. ISOs may only be granted to employees. NSOs and stock purchase rights may be granted to employees and consultants. Generally, options awards only have service conditions that need to be met for the awards to vest, with the exception of grants to two non-employees that had performance obligations that were deemed to be immaterial. The stock options generally vest over four years and have a ten-year contractual term. The fair value of each employee and non-employee stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. As the Company lacks company-specific historical and implied volatility information required for valuation, the Company estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies. Due to the lack of historical exercise history, the expected life term of ISOs that were granted after 2013 was determined using the “simplified method” provided by the Securities and Exchange Commission in Staff Accounting Bulletins Number 107 and 110. The expected life term of NSOs is determined either by using the “simplified method,” or by calculating the time to expiry from the grant date. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant for time periods approximately equal to the expected term of the award. Expected dividend yield is zero as the Company has never paid nor does it expect to pay any cash dividend in the near future. The following table summarizes stock option activity during the six months ended June 30, 2024: Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Number of Exercise Life (in Value (Unaudited) Shares Price years) (in thousands) Outstanding, December 31, 2023 747,001 $ 6.17 7.45 $ 72 Forfeited (4,592) $ 4.76 Outstanding, June 30, 2024 742,409 $ 6.18 6.95 $ 4 Vested and expected to vest, June 30, 2024 723,710 $ 6.20 6.92 $ 4 Vested and exercisable, June 30, 2024 537,222 $ 6.45 6.47 $ 4 There were no stock options exercised during the six months ended June 30, 2024. Certain stock option grants under the Stock Incentive Plan allow the recipient to exercise the options prior to the options becoming fully vested. Under the Stock Incentive Plan, the Company retains the right to repurchase common shares that have been issued upon early exercise of options at the original issue price. Cash received for the early exercise of unvested stock options is initially recorded as a liability. At each reporting date, the vested shares are released to equity. The fair value of awards vested was $0.2 million during the six months ended June 30, 2024. As of June 30, 2024, the total unrecognized compensation related to unvested stock option awards granted was $0.4 million, which the Company expects to recognize over a weighted-average period of approximately 2.0 years. Total Stock-Based Compensation The following table summarizes the total stock-based compensation expense for the stock options expense recorded in the condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2024 and 2023 (in thousands): Six months ended June 30, (Unaudited) 2024 2023 Selling, general, and administration $ 192 $ 176 Research and development 29 28 Total stock-based compensation $ 221 $ 204 | Note 12 — Stock-Based Compensation 2012 Stock Incentive Plan In January 2011, the Board approved the 2012 Stock Incentive Plan (the “2012 Plan”), which permitted grants of Incentive Stock Options (“ISOs”) and Non-statutory Stock Options (“NSOs”) to employees, directors and consultants. The maximum number of shares that can be granted under the 2012 Plan cannot exceed 1,255,000 shares. The 2012 Plan had a maximum 10-year term and as such, terminated in January 2022. 2022 Stock Incentive Plan In April 2022, the Board approved, in conjunction with the termination of the 2012 Plan, the 2022 Stock Incentive Plan (the “2022 Plan”), permitting ISOs and NSOs to employees, directors and consultants. The maximum number of shares granted under the 2022 Plan cannot exceed 203,855 plus any shares subject to stock options granted under the 2012 Plan that expired or were otherwise terminated without having been exercised in full, were forfeited, or were repurchased by the Company. The 2022 Plan is intended as the successor to and continuation of the 2012 Plan (thereafter both the 2012 and 2022 Plans are referred to as the “Stock Incentive Plan”). The Stock Incentive Plan provides a means whereby participants may purchase shares of common stock pursuant to ISOs or NSOs and such persons may be granted shares of common stock for consideration consisting of cash and/or past services rendered to or on behalf of the Company. ISOs may only be granted to employees. NSOs and stock purchase rights may be granted to employees and consultants. Generally, options awards only have service conditions that need to be met for the awards to vest, with the exception of grants to two non-employees that had performance obligations that were deemed to be immaterial. The stock options generally vest over four years and have a ten-year contractual term. The fair value of each employee and non-employee stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. As the Company lacks company-specific historical and implied volatility information required for valuation, the Company estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies. Due to the lack of historical exercise history, the expected life term of ISOs that were granted after 2013 was determined using the “simplified method” provided by the Securities and Exchange Commission in Staff Accounting Bulletins Number 107 and 110. The expected life term of NSOs is determined either by using the “simplified method,” or by calculating the time to expiry from the grant date. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant for time periods approximately equal to the expected term of the award. Expected dividend yield is zero as the Company has never paid nor does it expect to pay any cash dividend in the near future. The weighted average assumptions used to estimate the fair value of stock option granted during the years ended December 31, 2023 and 2022 are listed in the table below: Year ended Year ended December 31, 2023 December 31, 2022 Risk-free interest rate 3.69 % 2.98 % Expected dividend yield — % — % Expected term in years 6.37 6.74 Expected volatility 38.48 % 36.83 % The following table summarizes stock option activity during the years ended December 31, 2023 and 2022: Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Number of Exercise Life (in Value Shares Price years) (in thousands) Outstanding, December 31, 2021 585,044 $ 6.41 8.65 $ 912 Granted 69,050 $ 7.97 Exercised (11,217) $ 2.26 Forfeited (23,350) $ 4.65 Outstanding, December 31, 2022 619,527 $ 6.73 7.87 $ 252 Granted 160,000 $ 3.88 Exercised (5,669) $ 3.22 Forfeited (22,357) $ 6.94 Expired (4,500) $ 0.93 Outstanding, December 31, 2023 747,001 $ 6.17 7.45 $ 72 Vested and expected to vest, December 31, 2023 718,003 $ 6.19 7.41 $ 72 Vested and exercisable, December 31, 2023 444,839 $ 6.47 6.75 $ 71 The Company received $18.3 thousand and $25.4 thousand related to stock options exercised during the years ended December 31, 2023 and 2022, respectively. Certain stock option grants under the Stock Incentive Plan allow the recipient to exercise the options prior to the options becoming fully vested. Under the Stock Incentive Plan, the Company retains the right to repurchase common shares that have been issued upon early exercise of options at the original issue price. Cash received for the early exercise of unvested stock options is initially recorded as a liability. At each reporting date, the vested shares are released to equity. The total Intrinsic value for stock options exercised was $30.2 thousand and $64.9 thousand during the years ended December 31, 2023 and 2022, respectively. The fair value of awards vested was $0.4 million and $0.4 million during the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the total unrecognized compensation related to unvested stock option awards granted was $0.7 million, which the Company expects to recognize over a weighted-average period of approximately 2.3 years. Total Stock-Based Compensation The following table summarizes the total stock-based compensation expense for the stock options expense recorded in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2023 (in thousands): Years ended December 31, 2023 2022 Selling, general and administrative $ 384 $ 318 Research and development 58 47 Total stock-based compensation $ 442 $ 365 |
Net Loss Per Common Share
Net Loss Per Common Share | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Net Loss Per Common Share | Note 13 — Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per common share excludes the potential impact of the Company’s convertible preferred stock, common stock warrants, and common stock options because the Company’s net losses would cause such shares to be anti-dilutive. Therefore, as the Company recorded net losses in the periods presented, basic and diluted net loss per common share are the same. The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands, except share and per share data): Six months ended June 30, (Unaudited) 2024 2023 Numerator: Net loss attributable to common stockholders (14,478) (17,824) Denominator: Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders – basic and diluted 779,908 758,942 Net loss per share attributable to common stockholders – basic and diluted (18.56) (23.49) The following potentially dilutive securities were excluded from the computation of diluted net loss per share calculations for the periods presented because the impact of including them would be anti-dilutive: Six months ended June 30, (Unaudited) 2024 2023 Convertible preferred stock 4,732,044 4,939,946 Stock options 742,409 712,946 Common stock warrants 49,080 49,080 Total 5,523,533 5,701,972 | Note 13 — Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per common share excludes the potential impact of the Company’s convertible preferred stock, common stock warrants, and common stock options because the Company’s net losses would cause such shares to be anti-dilutive. Therefore, as the Company recorded net losses in the periods presented, basic and diluted net loss per common share are the same. The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the years presented (in thousands, except share and per share data): Years ended December 31, 2023 2022 Numerator: Net loss attributable to common stockholders $ (38,146) $ (23,673) Denominator: Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders – basic and diluted 759,814 751,568 Net loss per share attributable to common stockholders – basic and diluted (50.20) (31.50) The following potentially dilutive securities were excluded from the computation of diluted net loss per share calculations for the years presented because the impact of including them would be anti-dilutive: December 31, 2023 December 31, 2022 Convertible preferred stock 4,939,946 4,939,946 Stock options 747,001 619,527 Common stock warrants 49,080 — Total 5,736,027 5,559,473 |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Income Taxes | Note 14 — Income Taxes The Company accounts for income taxes in accordance with ASC 740. Under the provisions of ASC 740, management is required to evaluate whether a valuation allowance should be established against its deferred tax assets. The Company currently has a full valuation allowance against our deferred tax assets. As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets. For the six months ended June 30, 2024, there was no material change from fiscal year ended December 31, 2023 in the amount of the Company’s deferred tax assets that are not considered to be more likely than not to be realized in future years. For the six months ended June 30, 2024, the effective tax rate for the Company’s operations was 0.0%. The effective tax rate differed from the U.S. federal statutory rate primarily due to state income taxes, losses from the German subsidiary that is subject to different effective tax rates, stock-based compensation, fair value adjustments for convertible notes and warrant liabilities, and a change in the valuation allowance that offset the tax benefit on the current period pre-tax loss. For the six months ended June 30, 2023, the effective tax rate for the Company’s operations was 0.0%. The effective tax rate differed from the U.S. federal statutory rate primarily due to state income taxes, losses from the German subsidiary that is subject to different effective tax rates, stock-based compensation and a change in the valuation allowance that offset the tax benefit on the current period pre-tax loss. The Company is subject to U.S. federal income tax as well as income tax of foreign and state tax jurisdictions. The tax years 2019-2023 remain open to examination by the major taxing jurisdictions to which the Company is subject, except the Internal Revenue Service for which the tax years 2020-2023 remain open. | Note 14 — Income Taxes The components of pretax loss from operations for the years ended December 31, 2023 and 2022 are as follows (dollars in thousands): Years ended December 31, 2023 2022 U.S. $ (38,073) $ (20,744) Foreign (73) (2,929) Pretax loss from operations $ (38,146) $ (23,673) There was no income tax provision for the year ended December 31, 2023 and 2022. Current income taxes are based upon the year’s income taxable for federal, state and foreign tax reporting purposes. Deferred income taxes are provided for certain income and expenses which are recognized in different periods for tax and financial reporting purposes. Deferred tax assets and liabilities are computed for differences between the consolidated financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the period in which the differences are expected to affect taxable income, and include NOL carryforwards and R&D tax credit carryforwards. The following table presents a reconciliation of income tax computed at the U.S. federal statutory tax rate to the total income tax expense for the years ended December 31, 2023 and 2022 (dollars in thousands): 2023 2022 Years ended December 31, Amount Tax Rate Amount Tax Rate Income tax benefit at federal statutory rate $ (8,010) 21.0 % $ (4,972) 21.0 % Adjustments for tax effects of: Permanent adjustments 488 (1.1) % 28 (0.1) % Change in FV of convertible note 1,782 (4.7) % — — % NOL true-up adjustment 2,922 (7.7) % — — % Foreign rate differential (11) (0.0) % 18 (0.1) % Change in federal valuation allowance 2,869 (7.5) % 4,926 (20.8) % Income tax expense $ — — % $ — — % Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 are as follows (in thousands): December 31, 2023 December 31, 2022 Deferred tax assets: Net operating losses $ 25,786 $ 26,489 Capitalized research costs 4,456 1,737 Research and development credit 1,604 1,604 Accrued compensation 392 283 Stock-based compensation 269 97 Operating lease liabilities 14 54 Other 114 91 Total deferred tax assets 32,635 30,355 Less: Valuation allowance (32,100) (29,981) Total deferred tax assets, net of valuation allowance 535 374 Deferred tax liabilities: Right-of-use assets (14) (53) Unrecognized tax benefit (521) (321) Total deferred tax liabilities (535) (374) Net deferred tax assets (liabilities) $ — $ — The Company has established a valuation allowance as of December 31, 2023 and 2022 to fully offset the net deferred tax assets of $32.1 million and $30.0 million, respectively. Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2023. Such objective evidence limits the ability to consider other subjective evidence, such as the Company’s projections for future commercialization. Management has concluded that it is more likely than not that the Company will not have sufficient foreseeable taxable income to allow for the utilization of the deferred tax assets; therefore, a full valuation allowance has been established to reduce the net deferred tax assets to zero at December 31, 2023 and 2022. As of December 31, 2023 and 2022, the Company had federal NOL carryforwards of approximately $100.0 million and $84.8 million, respectively. $19.0 million of the federal NOL carryforwards will begin to expire from 2031. Due to the enactment of the Tax Cuts and Jobs Act, federal net operating losses generated beginning in 2018 are carried forward indefinitely. Therefore, the remaining federal NOL carry forwards of $81.0 million and $65.8 million as of December 31, 2023 and 2022, respectively, have an unlimited carryover period. As of December 31, 2023 and 2022, the Company had state NOL carryforwards of $53.4 million and $53.4 million, respectively, which will begin to expire from 2031. As of December 31, 2023 and 2022, the Company had a NOL from Adagio Medical GmbH of $249.3 thousand and $138.7 thousand, respectively. The NOLs are carried forward indefinitely. As of December 31, 2023 and 2022, the Company also had net federal R&D tax credit carry-forwards of approximately $1.6 million and $1.6 million, respectively. The federal R&D tax credits will begin to expire in 2038. The Company had no state R&D credits. The Company’s tax attribute carryforwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), as well as similar state and foreign provisions. These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be used annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50% of the outstanding stock of a company by certain stockholders. The Company has not completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes since the Company’s formation due to the complexity and cost associated with such study, and the fact that there may be additional such ownership changes in the future. Any limitation may result in expiration of a portion of the NOL carryforwards or R&D tax credit carryforwards before utilization; however, such limitation, if any, would not have an impact on the Company’s financial statement due to the full valuation allowance. The Company conducts intensive research and experimentation activities, generating R&D tax credits for federal purposes under Section 41 of the Code. The Company has performed a formal study validating these credits claimed in the tax returns. The following table summarizes the changes to unrecognized tax benefits as of December 31, 2023 and 2022 (in thousands): Years ended December 31, 2023 2022 Balance at beginning of year $ 321 $ 321 Gross increases – tax positions during the year 200 — Balance at end of year $ 521 $ 321 As of December 31, 2023, the Company has unrecognized tax benefits of $0.5 million of which $0.5 million will affect the effective tax rate if recognized when the Company no longer has a valuation allowance offsetting its deferred tax assets. The Company does not anticipate that there will be a significant change in unrecognized tax benefits over the next 12 months. The Company is subject to U.S. federal and various state tax as well as Germany tax jurisdictions. Since the Company formed in 2011, all filed tax returns are subject to examination. Generally, the tax years remain open for examination by the federal statute under a three-year statute of limitation; however, states generally keep their statutes open between three and four years. However, the Company’s tax years from inception are subject to examination by the United States and various state taxing authorities due to the carry forward of unused NOLs and R&D credits. Enacted in December 2017, the Tax Cuts and Jobs Act of 2017 (“TCJA”) amended Section 174 to require capitalization of all research and experimental (“R&E”) costs incurred in tax years beginning after December 31, 2021. For tax years beginning on or after January 1, 2022, R&E costs must be amortized over five years if the R&E activities are performed in the U.S., or over 15 years if the activities are performed outside of the U.S., beginning with the midpoint of the tax year in which the costs were paid or incurred. During 2023, the Company capitalized $15.5 million of R&E costs. The Company plans to refine the calculation for Section 174 and make an adjustment on the tax return. |
Related Party Transactions_2_3
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Related Party Transactions | Note 15 — Related Party Transactions Shared Services Agreement During the six months ended June 30, 2024 and 2023, the Company incurred $0.8 million and $0.6 million, respectively, for finance and accounting services and other general and administrative support services (“Shared Services Agreement”) to Fjord Ventures (“Fjord”), a company owned and operated by the Company’s CEO. The transactions are recorded as selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. Laguna Hills Sublease In addition to the Shared Services Agreement, the Company also sub-leases approximately 4,992 square feet of office and manufacturing space in Laguna Hills, California from Fjord. On March 31, 2024, the sub-lease with Fjord is expired. During the six months ended June 30, 2024 and 2023, the Company incurred $25.5 thousand and $50.9 thousand of lease expense, respectively, under the sub-lease agreement. Refer to Note 9-Operating Leases October 2022 Convertible Notes On October 27, 2022, the Company issued a $0.5 million convertible promissory note to Fjordinvest, LLC (“Fjordinvest”), a company owned and operated by the Company’s CEO. On April 4, 2023, November 28, 2023 and February 13, 2024, the October 2022 Convertible Notes were amended. Refer to Note 7-Debt | Note 15 — Related Party Transactions Shared Services Agreement During the years ended December 31, 2023 and 2022, the Company incurred $1.4 million and $1.1 million, respectively, for finance and accounting services and other general and administrative support services (“Shared Services Agreement”) to Fjord Ventures (“Fjord”), a company owned and operated by the Company’s CEO. The transactions are recorded as selling, general and administrative expenses on the consolidated statements of comprehensive loss. Laguna Hills Sublease In addition to the Shared Services Agreement, the Company also sub-leases approximately 4,992 square feet of office and manufacturing space in Laguna Hills, California from Fjord. During the years ended December 31, 2023 and 2022, the Company incurred $0.1 million and $0.1 million of lease expense, respectively, under the sub-lease agreement. Refer to Note 9-Operating Leases October 2022 Convertible Notes On October 27, 2022, the Company issued a $0.5 million convertible promissory note to Fjordinvest, LLC (“Fjordinvest”), a company owned and operated by the Company’s CEO. On April 4, 2023 and November 28, 2023, the October 2022 Convertible Notes were amended. Refer to Note 7-Debt |
Subsequent Events_2_3
Subsequent Events | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Subsequent Events | Note 4 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to June 25, 2024, the financial statements were available to be issued and has concluded that, other than the events described below, all such events that would require recognition or disclosure have been recognized or disclosed. Business Combination Agreement On February 13, 2024, the Parent, the Company, Aja Merger Sub 1, a Cayman Islands exempted company (“ARYA Merger Sub”), Aja Merger Sub 2, Inc., a Delaware corporation (“Adagio Merger Sub”), and Adagio Medical, Inc. (“Adagio”) entered into a business combination agreement (the “Business Combination Agreement”), in connection with a proposed business combination (the “Proposed Adagio Business Combination”), which contains certain customary representations, warranties, and covenants by the parties thereto. As further described in the Business Combination Agreement, the closing of the Proposed Adagio Business Combination (the “Closing” and the date on which the Closing occurs, the “Closing Date”) is subject to certain customary conditions and risks. “New Adagio” refers to the Company after giving effect to the Business Combination. The Business Combination Agreement provides, among other things, for the consummation of the following transactions: 1. ARYA Merger Sub will merge with and into the Parent (the “ARYA Merger”) and Adagio Merger Sub will merge with and into Adagio (the “Adagio Merger” and, together with the ARYA Merger, the “Mergers”), with the Parent and Adagio surviving the Mergers and, after giving effect to such Mergers, each of the Parent and Adagio becoming a wholly owned subsidiary of the Company, on the terms and subject to the conditions in the Business Combination Agreement; 2. (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share, of the Parent (the “Class A ordinary shares”) will be automatically cancelled, extinguished and converted into the right to receive one share of common stock, par value $0.0001 per share, of New Adagio (the “New Adagio Common Stock”) and (ii) each issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Parent (the “Class B ordinary shares”) will be automatically cancelled, extinguished and converted into the right to receive one share of New Adagio Common Stock, other than 1,000,000 Class B ordinary shares that will be forfeited by the Sponsor and issued to PIPE Investors (as defined below), including Perceptive Life Sciences Master Fund, Ltd, a Cayman Islands exempted company (the “Perceptive PIPE Investor”). 1,147,500 shares of New Adagio Common Stock issuable to the Sponsor will be subject to share trigger price vesting and will vest if, prior to the tenth anniversary of the Closing, the post-closing share price of New Adagio equals or exceeds $24.00 per share for any 20 trading days within any 30 trading day period (the “Share Trigger Price Vesting”); 3. (i) each warrant of Adagio (other than the pre-funded warrant to purchase shares of Series E Preferred Stock of Adagio that is issued and outstanding immediately prior to the consummation of the Adagio Merger (the “Pre-Funded Warrants for Series E Preferred Shares”)) will be either (x) terminated, or (y) “net” exercised in exchange for shares of common stock, par value $0.01 per share, of Adagio (“Adagio Common Stock”); (ii) all issued and outstanding unsecured convertible promissory notes of Adagio (excluding the Bridge Financing Notes (as defined below) and the 2024 Bridge Financing Notes (as defined below)) (the “Adagio Convertible Notes”), including any accrued and unpaid interest thereon, will be automatically and fully converted into shares of Adagio Common Stock in accordance with the terms of such Adagio Convertible Notes and such Adagio Convertible Notes will be cancelled, satisfied, extinguished, discharged and retired in connection with such conversion (the “Adagio Convertible Notes Conversion”); (iii) each share of preferred stock, par value $0.001 per share, of Adagio (the “Adagio Preferred Stock”) that is issued and outstanding will be automatically converted into shares of Adagio Common Stock and each such share of Adagio Preferred Stock will be cancelled; (iv) all issued and outstanding shares of Adagio Common Stock (other than treasury shares and shares with respect to which appraisal rights under the Delaware General Corporation Law, as amended, are properly exercised and not withdrawn) will be automatically cancelled, extinguished and converted into the right to receive shares of New Adagio Common Stock based on the exchange ratio set forth in the Business Combination Agreement; (v) each Pre-Funded Warrant for Series E Preferred Shares that is issued and outstanding immediately prior to the consummation of the Adagio Merger shall be automatically canceled and extinguished and converted into the right to receive shares of New Adagio Common Stock based on the exchange ratio set forth in the Business Combination Agreement (vi) each issued, outstanding and unexercised option to purchase Adagio Common Stock (“Adagio Option”) that is vested as of such time or will vest in connection with, or after taking into account the effect of, the consummation of the transactions contemplated by the Business Combination Agreement with an aggregate value that exceeds the aggregate exercise price of such Adagio Option (each an “In-the-Money Adagio Option”) will be cancelled and extinguished in exchange for options to purchase shares of New Adagio Common Stock, and each issued and outstanding Adagio equity award (other than an In-the-Money Adagio Option) will automatically be cancelled and extinguished for no consideration and each holder thereof will cease to have any rights with respect thereto. On June 24, 2024, the Company and the Parent entered into the June Subscription Agreements with the June PIPE Investors (as defined below). Additionally, on June 24, 2024, the Company and the Parent entered into an amendment to the Subscription Agreement (as defined below) with the Perceptive PIPE Investor (as defined below), pursuant to which the May 2024 Notes (as defined below), any Additional Convertible Notes (as defined below) that the Perceptive PIPE Investor may elect to subject to its Subscription Agreement and any interest that has been accruing and will remain unpaid thereon prior to Closing will be contributed to the Company at Closing. For additional information, please see “ —PIPE Financing (Private Placement) On June 25, 2024, the Parent and Adagio entered into the Consent and Amendment No. 1 to the Business Combination Agreement (the “BCA Amendment”). The BCA Amendment relates to an adjustment of the pre-Closing ownership of one of the stockholders of Adagio, a change to the post-Closing name of the Company and changes to the terms of the post-Closing Key Employee Incentive Plan and HoldCo Incentive Equity Plan of the Company. PIPE Financing (Private Placement) In connection with the execution of the Business Combination Agreement, the Company and the Parent entered into Subscription Agreements (as may be amended, supplemented or otherwise modified from time to time, the “Initial Subscription Agreements”) with the Perceptive PIPE Investor and certain other investors (the “Initial Other PIPE Investors,” and, together with the Perceptive PIPE Investor, the “Initial PIPE Investors”). In June 2024, ListCo and ARYA entered into additional Subscription Agreements (as may be amended, supplemented or otherwise modified from time to time, the “June Subscription Agreements” and, together with the Initial Subscription Agreements, the “Subscription Agreements”) with certain additional investors (the “June PIPE Investors” and, together with the Initial Other PIPE Investors, the “Other PIPE Investors,“ and the Other PIPE Investors, together with the Perceptive PIPE Investor, the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors have committed financing valued at approximately $53,000,000 (the “PIPE Financing”). The PIPE Financing is comprised of: (i) commitments by certain investors to subscribe for and purchase Class A ordinary shares in the open market for $2,500,000 and not to redeem such shares prior to the Closing Date (valued as of June 18, 2024 at approximately $2,529,830 based on an approximate redemption value of $11.47 per Class A ordinary share on June 18, 2024), which will result in the issuance of approximately 355,459 shares of New Adagio Common Stock and approximately 299,904 warrants exercisable for shares of New Adagio Common Stock at $10.00 per share, subject to adjustment (the “Base Warrants”) (including the Class A ordinary shares purchased by such Other PIPE Investors and that such Other PIPE Investors agreed not to redeem and that will convert into shares of New Adagio Common Stock at Closing in connection with the Business Combination); (ii) commitments by certain investors that are shareholders of ARYA not to redeem approximately 247,700 Class A ordinary shares (valued as of June 18, 2024 at approximately $2,842,454 based on an approximate redemption value of $11.47 per Class A ordinary share on June 18, 2024), which will result in the issuance of approximately 403,114 shares of New Adagio Common Stock and approximately 341,098 Base Warrants (including the Class A ordinary shares that such Other PIPE Investors agreed not to redeem and that will convert into shares of New Adagio Common Stock at Closing in connection with the Business Combination); (iii) agreements to subscribe for and purchase at Closing approximately 1,706,666 shares of New Adagio Common Stock and approximately 1,440,000 Base Warrants for an aggregate purchase price of approximately $12,000,000; (iv) the contribution of (a) the $15,000,000 convertible promissory notes of Adagio, which the Perceptive PIPE Investor purchased from Adagio pursuant to that certain Note Purchase Agreement, dated as of April 4, 2023 (the “April 2023 Notes”), (b) the $8,000,000 convertible promissory notes of Adagio, which the Perceptive PIPE Investor purchased from Adagio pursuant to that certain Note Purchase Agreement, dated as of November 28, 2023 (the “November 2023 Notes”), (c) the $3,000,000 convertible promissory notes of Adagio, which the Perceptive PIPE Investor purchased from Adagio pursuant to that certain Note Purchase Agreement, dated as of May 21, 2024 (the “May 2024 Notes”), (d) any additional convertible promissory notes that Adagio may issue to the Perceptive PIPE Investor prior to the Closing Date to fund ongoing working capital requirements of Adagio prior to the Closing Date and that the Perceptive PIPE Investor may elect prior to the Closing Date to subject to its Subscription Agreement (such additional convertible promissory notes of Adagio, the “Additional Convertible Notes,” and, together with the April 2023 Notes, the November 2023 Notes and the May 2024 Notes, the “Bridge Financing Notes”) to the Company and any interest that has been accruing and will remain unpaid thereon prior to Closing pursuant to the terms of the Subscription Agreement executed by the Perceptive PIPE Investor; and (v) an additional cash investment by the Perceptive PIPE Investor of approximately $8,070,575 (which amount may be reduced by up to approximately $1,070,575 subject to Additional Financing (as defined below) being raised prior to Closing). In respect of its Subscription Agreement described in (iv) and (v) in the foregoing, the Perceptive PIPE Investor will be issued approximately 5,012,817 shares of New Adagio Common Stock and approximately 4,088,470 Base Warrants. As provided for in the Subscription Agreements, the number of shares of New Adagio Common Stock and Base Warrants issuable to the PIPE Investors will depend on the redemption value of the Class A ordinary shares at Closing, the average per share price of the Class A ordinary shares purchased by certain PIPE Investors in the open market and the amount of interest on the Bridge Financing Notes that will have accrued and be unpaid at Closing and be contributed to ListCo in exchange for shares of New Adagio Common Stock and PIPE Warrants. Further, under the Subscription Agreement executed by the Perceptive PIPE Investor, as amended, the Perceptive PIPE Investor may subject Additional Convertible Notes to its Subscription Agreement, which will result in the issuance of additional shares of New Adagio Common Stock and PIPE Warrants at the same issuance rate at which shares of New Adagio Common Stock and PIPE Warrants will be issued to the Perceptive PIPE Investor based on the contribution of the existing $26,000,000 of Bridge Financing Notes to ListCo (including any interest that has been accruing and will remain unpaid thereon prior to Closing), as described in the foregoing. Such New Adagio Common Stock and PIPE Warrant issuance rate for Additional Convertible Notes that the Perceptive PIPE Investor may subject to its Subscription Agreement is equal to approximately 0.12 shares of New Adagio Common Stock and 0.12 PIPE Warrants per U.S. Dollar loaned by the Perceptive PIPE Investor to Adagio under an Additional Convertible Note. The shares of New Adagio Common Stock and PIPE Warrants to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. ListCo will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination. Convertible Security Financing (Private Placement) In connection with the execution of the Business Combination Agreement, certain investors, including the Perceptive PIPE Investor (the “Convert Investors”), executed a securities purchase agreement, dated February 13, 2024, with the Company (such agreement and any assignment agreement thereunder in connection with any Additional Financing, the “Convertible Security Subscription Agreement”), pursuant to which the Company issued on the Closing Date to the Convert Investors $20,000,000 aggregate principal amount of 13% senior secured convertible notes (the “New Adagio Convertible Notes”), which will be convertible into shares of New Adagio Common Stock at a conversion price of $10.00 per share, subject to adjustment (the “Conversion Shares”), and 1,500,000 warrants (the “Convert Warrants”), which will be exercisable on a cashless basis or for cash at a price of $24.00 per share, subject to adjustment (the “Base Convert Financing”), and will expire on the seventh anniversary of the Closing. Such $20,000,000 investment in New Adagio Convertible Notes includes the conversion of the 2024 Bridge Financing Notes (as defined below) into New Adagio Convertible Notes and Convert Warrants at Closing, subject in each case to Additional Financing being raised prior to Closing, as further described below. The New Adagio Convertible Notes will have a maturity of 3 years and nine months after Closing and interest will be payable in cash or compound as additional principal outstanding. As described above, in connection with the execution of the Convertible Security Subscription Agreement, the Perceptive PIPE Investor also purchased a $7,000,000 convertible promissory note of Adagio (the “2024 Bridge Financing Notes”) pursuant to a note purchase agreement, dated February 13, 2024, by and among the Perceptive PIPE Investor, Adagio and the Company (the “2024 Bridge Financing Notes Subscription Agreement”). On the Closing Date, pursuant to the terms of the 2024 Bridge Financing Notes and the 2024 Bridge Financing Note Subscription Agreement, the 2024 Bridge Financing Notes will convert into $7,000,000 of New Adagio Convertible Notes and 525,000 Convert Warrants on the same terms as the other Convert Investors executing the Convertible Security Subscription Agreement (the conversion of the 2024 Bridge Financing Notes held by the Perceptive PIPE Investor into New Adagio Convertible Notes and Convert Warrants and the purchase of New Adagio Convertible Notes and Convert Warrants by the other Convert Investors in the Base Convert Financing, the “Convertible Security Financing”). Subject to the Parent and New Adagio receiving any new financing or commitment for financing (any such financing, an “Additional Financing”), whether in the form of equity, debt or convertible debt, before the Closing Date, the Perceptive PIPE Investor may request that, on the Closing Date, the 2024 Bridge Financing Note is repaid with the funds raised in connection with such Additional Financing instead of such 2024 Bridge Financing Note converting into New Adagio Convertible Notes and Convert Warrants. The New Adagio Convertible Notes and the Convert Warrants issuable in connection with the Convertible Security Financing have not been registered under the Securities Act and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. The Company will grant the Convert Investors certain registration rights in connection with the Convertible Security Financing. The Convertible Security Financing is contingent upon, among other things, the substantially concurrent Closing. As set forth in the Convertible security Subscription Agreement, the closing of $7,500,000 of financing by a Convert Investor is conditioned on New Adagio having a certain amount of available cash on the Closing Date. Pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, the Company, certain of its subsidiaries (other than Adagio Medical GmbH, a company organized under the laws of Germany and an excluded subsidiary thereunder) (the “Subsidiaries”) and the collateral agent (the “Collateral Agent”) on behalf of the Convert Investors, will enter into a security and pledge agreement (the “Convert Security Document”), pursuant to which the Company and the Subsidiaries will (i) pledge the equity interests in the Subsidiaries to the Collateral Agent, (ii) pledge all of their respective promissory notes, securities and other instruments evidencing indebtedness to the Collateral Agent, and (iii) grant to the Collateral Agent a security interest in and lien on all of their respective personal property and assets, including, among other items, all of their deposit accounts, chattel paper, documents, equipment, general intangibles, instruments and inventory, and all proceeds therefrom, in each case subject to customary exceptions, all as set forth in the form of the Convert Security Document. Additionally, pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, the Subsidiaries will deliver a guaranty (the “Convert Guaranty”) to the Collateral Agent pursuant to which the Subsidiaries will, jointly and severally, guarantee the Company’s obligation to repay the New Adagio Convertible Notes and all other obligations of the Company under the Convertible Security Subscription Agreement and the New Adagio Convertible Notes and other related transaction documents, as set forth in the form of the Convert Guaranty. Any additional subsidiaries of the Company formed or acquired after the closing date will be required to join the Convert Guaranty as additional guarantors. Convert Registration Rights Agreement The Conversion Shares, the Convert Warrants, the Convert Warrant Shares, the New Adagio Convertible Notes and any capital stock of the Company issued or issuable with respect to the Conversion Shares, have not been registered under the Securities Act. In connection with the Convertible Security Subscription Agreement, the Company and the Convert Investors agreed to enter into a Registration Rights Agreement (the “Convert Registration Rights Agreement”), pursuant to which the Company will be required to file a registration statement on Form S-3 or, if not available, Form S-1 (the “Convert Registration Statement”) with the SEC to register for resale all of the Registrable Securities (as defined in the Convert Registration Rights Agreement), including the Conversion Shares, the Convert Warrant Shares and any shares issuable with respect to the New Adagio Convertible Notes, as soon as practicable, but in no event later than 45 days after the Closing Date. In the event that the number of shares registered for resale under the Convert Registration Statement is insufficient to cover all of the Registrable Securities, the Company will amend the Registration Statement or file with the SEC a new registration statement to cover at least the Required Registration Amount (as defined in the Convert Registration Rights Agreement) as of the trading day immediately preceding the date of the filing of such amendment or new registration statement, as soon as practicable, but in any event not later than 15 days after the necessity therefor arises. If the Company fails to file the Convert Registration Statement when required, fails to obtain effectiveness by SEC when required or fails to maintain the effectiveness of the Convert Registration Statement pursuant to the Convert Registration Rights Agreement, then as partial relief for the damages to any holder by reason of any such delay in or reduction of, its ability to sell the underlying shares of New Adagio Common Stock, the Company will be required to pay each holder of Registrable Securities relating to such Convert Registration Statement an amount equal to one percent of such Convert Investor’s original principal amount according to the timelines laid out in the Convert Registration Rights Agreement. The Convert Registration Rights Agreement also provides the parties with “piggy-back” registration rights, subject to certain requirements and customary conditions. Investor Rights Agreement Concurrently with the execution of the Business Combination Agreement, the Company, the Parent, the Perceptive PIPE Investor, the Sponsor and the other shareholders of Class B ordinary shares (the “Other Class B Shareholders”) and certain Adagio stockholders entered into an investor rights agreement (the “Investor Rights Agreement”) pursuant to which, among other things, the Perceptive PIPE Investor, the Sponsor, the Other Class B Shareholders, certain Adagio stockholders and investors in the Convertible Security Financing will be granted certain customary registration rights. Further, subject to customary exceptions set forth in the Investor Rights Agreement, the shares of New Adagio Common Stock beneficially owned or owned of record by the Sponsor, the Perceptive PIPE Investor, certain officers and directors of the Parent and New Adagio (including any shares of New Adagio Common Stock issued pursuant to the Business Combination Agreement or the PIPE Financing) will be subject to a lock-up period beginning on the Closing Date until the date that is the earlier of (i) 365 days following the Closing Date (or six months after the Closing Date, in the case of Olav Bergheim, John Dahldorf, Hakon Bergheim, Todd Wider, Michael Henderson and Leslie Trigg) or (ii) the first date subsequent to the Closing Date with respect to which the closing price of the shares of New Adagio Common Stock equals or exceeds $12.00 per share for any 20 30 150 days Pursuant to the terms of the Investor Rights Agreement, the Company will be obligated to file a registration statement to register the resale of certain shares of New Adagio Common Stock within 45 days after the Closing, and the Company is required at all times to maintain the effectiveness of such resale registration statement for the benefit of the holders party to the agreement. In addition, pursuant to the terms of the Investor Rights Agreement and subject to certain requirements and customary conditions, the certain Adagio stockholders, the Perceptive PIPE Investor and the Sponsor (including the Permitted Transferees (as defined therein) of the Perceptive PIPE Investor and the Sponsor) may demand at any time or from time to time, that the Company file a registration statement on Form S-3 (or on Form S-1 if Form S-3 is not available) to register the securities of the Company held by such holders. The Investor Rights Agreement will also provide holders party thereto with “piggy-back” registration rights, subject to certain requirements and customary conditions. The Registration and Shareholder Rights Agreement, dated March 2, 2021, by and among the Parent, the Sponsor and the other parties thereto will be terminated in connection with the consummation of the Business Combination and replaced by the Investor Rights Agreement. | Note 6 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the financial statements were issued and has concluded that, other than the event described below, all such events that would require recognition or disclosure have been recognized or disclosed. On July 31, 2024, Adagio announced the closing of its previously announced Business Combination with the Parent and the Company. In connection with the closing of the Business Combination, the Company changed its name to “Adagio Medical Holdings, Inc.” The common stock of New Adagio began trading on August 1, 2024, under the symbols ADGM on the Nasdaq Capital Market. Upon the consummation of the Business Combination, Adagio and the Parent became the direct wholly owned subsidiaries of the Company (see Note 4). | |
Adagio Medical Inc | |||
Subsequent Events | Note 16 — Subsequent Events The Company evaluates subsequent events and transactions that occurred after the condensed consolidated balance sheet date up to August 14, 2024, the date the condensed consolidated financial statements are available to be issued. During this period, the Company did not identify any subsequent events that would have required adjustment in the condensed consolidated financial statements. July 2024 Convertible Notes On July 23, 2024, the Company issued a $1.0 million convertible promissory note (“July 2024 Convertible Notes”) to Perceptive PIPE Investor that matures upon the termination of the Business Combination Agreement in accordance with its terms. It accrues simple interest at eight percent (8.0%) per annum. Effective upon the closing of the Transaction, the July 2024 Convertible Notes was automatically convert into the type of securities that are issued in the PIPE Financing in an amount equal to the then-outstanding principal amount and any accrued and unpaid interest, divided by the effective price of the securities sold in the PIPE Financing. Consummation of Business Combination On July 31, 2024, the Company announced the closing of its previously announced Business Combination with ARYA and ListCo. Upon the closing of the merger, ListCo changed its name to “Adagio Medical Holdings, Inc.” The common stock of New Adagio began trading on August 1, 2024, under the symbols ADGM on the Nasdaq Capital Market. Upon the consummation of the Business Combination, ARYA and the Company became the direct wholly-owned subsidiaries of Adagio Medical Holding, Inc. In conversion of the Company’s certain liabilities and equity outstanding prior to the closing of the merger: a) each common stock warrant of Adagio (other than the pre-funded warrants for Series E Preferred Stocks) were terminated in accordance with the terms of the applicable warrant agreement; b) all issued and outstanding October 2022 Convertible Notes including any accrued and unpaid interest thereon, are automatically and fully converted into shares of Adagio common stock in accordance with the terms of such October 2022 Convertible Notes, and October 2022 Convertible Notes are cancelled, satisfied, extinguished, discharged and retired in connection with such conversion; c) all issued and outstanding April 2023 Convertible Notes, November 2023 Convertible Notes, May 2024 Convertible Notes, June 2024 Convertible Notes, and July 2024 Convertible Notes including any accrued and unpaid interest thereon, are exchanged for New Adagio common stock and warrants exercisable for shares of New Adagio common stock, subject to adjustment, based on the terms and subject to the conditions set forth in the applicable bridge notes agreement and applicable subscription agreements; d) each share of preferred stock, par value $0.001 per share, of Adagio that is issued and outstanding are automatically converted into shares of Adagio common stock, and each such share of Adagio preferred stock are cancelled; e) all issued and outstanding shares of Adagio common stock (other than treasury shares and shares with respect to which appraisal rights under the Delaware General Corporation Law are properly exercised and not withdrawn). Each pre-funded warrants for Series E Preferred Stocks that had been issued and outstanding immediately prior to the Adagio Merger Effective Time are automatically cancelled and extinguished and converted into the right to receive shares of New Adagio common stock based on the exchange ratio set forth in the Business Combination Agreement; f) each issued, outstanding and unexercised option to purchase Adagio common stock had been vested prior to the closing of merger with an aggregate value that exceeds the aggregate exercise price of such Adagio option (each an “In-the-Money Adagio Option”) are cancelled and extinguished in exchange for options to purchase shares of New Adagio common stock, and each issued and outstanding Adagio equity award (other than an In-the-Money Adagio Option) are automatically cancelled and extinguished for no consideration, and each holder thereof will cease to have any rights with respect thereto; g) outstanding SVB Term Loan is paid off by Adagio prior to the Closing; and h) $7,000,000 of February 2024 Convertible Notes is converted into New Adagio convertible notes and convert warrants. In connection with the Business Combination, the combined company raised financing valued at approximately $84.2 million, which consisted of funds held in ARYA’s trust account, a concurrent equity and warrant private placement (including $29.5 million of bridge financing used by Adagio prior to closing and funds from ARYA’s trust account not redeemed) led by, among others, Perceptive PIPE Investor, RA Capital Management and RTW Investments, and a concurrent convertible security financing (including $7.0 million of bridge financing used by Adagio prior to closing) led by, among others, an institutional investor and Perceptive PIPE Investor. The Business Combination is expected to be accounted for as a forward-merger in accordance with U.S. GAAP. Under this method of accounting, ListCo is treated as the “accounting acquirer” and Adagio as the “accounting acquiree” for financial reporting purposes. Accordingly, the Business Combination is expected to be accounted for using the acquisition method of accounting. The acquisition method of accounting is based on FASB ASC 805 and uses the fair value concepts defined in ASC 820. As of the date the condensed consolidated financial statements are available to be issued, the Company is still in the process of analyzing the accounting impact of the Business Combination. | Note 16 — Subsequent Events The Company evaluates subsequent events and transactions that occurred after the balance sheet date up to April 18, 2024, the date the consolidated financial statements are available to be issued. During this period, other than the events disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. Business Combination Agreement On February 13, 2024, ARYA, a Cayman Islands exempted company, Aja HoldCo, Inc., a Delaware corporation (“ListCo”), Aja Merger Sub 1, a Cayman Islands exempted company (“ARYA Merger Sub”), the Company, and Aja Merger Sub 2, Inc., a Delaware corporation (“Company Merger Sub”) entered into the business combination agreement pursuant to which (i) ARYA Merger Sub will be merged with and into ARYA (the “ARYA Merger”), with ARYA surviving the ARYA Merger as a direct wholly-owned subsidiary of ListCo and (ii) Company Merger Sub will be merged with and into Adagio (the “Adagio Merger” and, together with the ARYA Merger, the “Mergers”), with Adagio surviving the Adagio Merger as a direct wholly-owned subsidiary of ListCo (the “Business Combination”). In connection with the consummation of the Business Combination, ListCo will change its name to “Adagio Medical, Inc.” (“New Adagio”). The closing of the Business Combination is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, the receipt of required approval by the stockholders of the Company and ARYA, required regulatory approvals and the fulfillment of other conditions set forth in the Merger Agreement, and the effectiveness of the registration statement to be filed with the U.S. Securities and Exchange Commission in connection with the business combination. New Adagio Convertible Notes and 2024 Bridge Financing Note In connection with the Business Combination, certain investors executed a securities purchase agreement, dated February 13, 2024, with ListCo (the “Convertible Security Subscription Agreement”), pursuant to which ListCo issued on the closing date to the certain investors (“Convert Investors”) $20.0 million of 13% senior secured convertible notes (the “New Adagio Convertible Notes”), which will be convertible into shares of New Adagio common stock, and warrants (the “Convert Warrants”), each of which will be exercisable on a cashless basis or for one share of New Adagio common stock at $24.00 per share, subject to adjustment (the “Base Convert Financing”). The New Adagio Convertible Notes will have a maturity of three years and nine months The Perceptive PIPE Investor also purchased a $7.0 million convertible promissory note of Adagio (the “2024 Bridge Financing Note”) pursuant to a note purchase agreement, dated February 13, 2024, by and among the Perceptive PIPE Investor, the Company and ListCo (the “2024 Bridge Financing Note Subscription Agreement”). As of the issuance date, the Company has received the principal of $7.0 million. On the closing date, pursuant to the terms of the 2024 Bridge Financing Note and the 2024 Bridge Financing Note Subscription Agreement, the 2024 Bridge Financing Note will convert into New Adagio Convertible Notes and Convert Warrants, and the Perceptive PIPE Investor will subscribe for $5.5 million of New Adagio Convertible Notes and 937,500 Convert Warrants, on the same terms as the Convert Investors executing the Convertible Security Subscription Agreement (such commitment by the Perceptive PIPE Investor to purchase New Adagio Convertible Notes and Convert Warrants, the “Perceptive Convertible Note Commitment,” and the conversion of the 2024 Bridge Financing Note and purchase of New Adagio Convertible Notes and Convert Warrants pursuant to the Perceptive Convertible Note Commitment as part of the Base Convert Financing, the “Convertible Security Financing”). Subject to ARYA and New Adagio receiving any new financing or commitment for financing, whether in the form of equity, debt or convertible debt, before the closing date, the Perceptive PIPE Investor may request that on the closing date the 2024 Bridge Financing Note is repaid, the Perceptive Convertible Note Commitment is reduced or a combination of both. The New Adagio Convertible Notes, the Convert Warrants or any shares of New Adagio common stock issuable in connection with the Convertible Security Financing have not been registered under the Securities Act and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. ListCo will grant the Perceptive PIPE Investor and the Convert Investors certain registration rights in connection with the Convertible Security Financing. The Convertible Security Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination. |
Summary of Significant Accou_16
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Basis of Presentation | Basis of Presentation The financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). | Basis of Presentation The financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). | |
Use of Estimates and Assumptions | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2024 and December 31, 2023, the carrying values of accounts payable due to related party approximate their fair values due to the short-term nature of the instruments. | ||
Fair Value Option for Convertible Notes | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. | |
Recent Accounting Standards | Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. | Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. | |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and immaterial amounts were accrued for the payment of penalties for the period from December 19, 2023 to December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2024. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and immaterial amounts were accrued for the payment of penalties for the years ended June 30, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | |
Adagio Medical Inc | |||
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). | Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying interim condensed consolidated balance sheet as of June 30, 2024, the condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2024 and 2023, the condensed consolidated statements of convertible preferred stock and stockholders’ deficit, and the condensed consolidated statements of cash flows for the six months ended June 30, 2024 and 2023, and the related footnote disclosures are unaudited. These unaudited interim financial statements have been prepared in accordance with U.S. GAAP and, in management’s opinion, on a basis consistent with the audited financial statements and reflect all adjustments which only include normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of June 30, 2024 and its results of operations and comprehensive loss for the six months ended June 30, 2024 and 2023, and cash flows for the six months ended June 30, 2024 and 2023. The results for the six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or any other interim period. | ||
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new standard at the time private companies adopt the new or revised standard. | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new standard at the time private companies adopt the new or revised standard. | |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of Adagio Medical, Inc. and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. | Principles of Consolidation The consolidated financial statements include the accounts of Adagio Medical, Inc. and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. | |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and disclosures of contingent assets and liabilities. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue and expenses that are not readily apparent from other sources. Actual results could differ from those estimates. | Use of Estimates and Assumptions The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and disclosures of contingent assets and liabilities. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue and expenses that are not readily apparent from other sources. Actual results could differ from those estimates. | |
Segments | Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates as one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. | Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates as one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less from the date of purchase, including its money market account, to be cash equivalents. All of the Company’s cash equivalents have liquid markets. Cash deposits held in accounts at each United States financial institution are insured up to $0.25 million by the Federal Deposit Insurance Corporation (“FDIC”). Cash deposits held in accounts at each European Union financial institution are insured up to €0.1 million by the Deposit Guarantee Scheme. The Company maintains its cash in bank deposit accounts that, at times, may exceed the stated insured limits. Any loss incurred or lack of access to uninsured funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. Management does not expect any losses on such accounts. | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less from the date of purchase, including its money market account, to be cash equivalents. All of the Company’s cash equivalents have liquid markets. Cash deposits held in accounts at each United States financial institution are insured up to $0.25 million by the Federal Deposit Insurance Corporation (“FDIC”). Cash deposits held in accounts at each European Union financial institution are insured up to €0.1 million by the Deposit Guarantee Scheme. The Company maintains its cash in bank deposit accounts that, at times, may exceed FDIC insured limits. Any loss incurred or lack of access to uninsured funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. Management does not expect any losses on such accounts. | |
Concentrations of Credit Risk and Off-Balance Sheet Risk | Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents. The Company deposits its cash and cash equivalents with major financial institutions; however, at times, deposits may exceed the amount of insurance provided. The Company has not experienced any losses on its deposits since inception. As of June 30, 2024, $1.2 million of the Company’s cash was held with Silicon Valley Bank (“SVB”), and exceeded federally insured limits. On March 10, 2023, Silicon Valley Bank was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. On March 12, 2023, the Secretary of the Treasury, the chair of the Federal Reserve Board and the chairman of the FDIC released a joint statement related to the FDIC’s resolution of the Silicon Valley Bank receivership, which provided that all depositors would have access to all their money starting March 13, 2023. As of the issuance date of these financial statements, all cash deposited by the Company with SVB, now a division of First Citizens Bank and Trust Company, has been accessible by the Company. | Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents. The Company deposits its cash and cash equivalents with major financial institutions; however, at times, deposits may exceed the amount of insurance provided. The Company has not experienced any losses on its deposits since inception. On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which immediately appointed the FDIC as receiver. SVB held $0.5 million of the Company’s cash and cash equivalents as of December 31, 2023. The Company’s full exposure was ultimately covered by the FDIC and no loss was incurred. | |
Revenue Recognition | Revenue Recognition The Company generates product revenue primarily from the sale of cryoablation catheters, stylets, esophageal warming balloons, and other accessories (collectively, the “Consumables”) used with the Company’s cryoablation consoles (“Consoles”). The Company sells its products directly to hospitals and medical centers. To a lesser extent, the Company also generates lease revenue from the implied rental of Consoles loaned to customers at no charge. The Company accounts for revenue earned from contracts with customers under ASC 606, Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer. ● Step 2: Identify the performance obligations in the contract. ● Step 3: Determine the transaction price. ● Step 4: Allocate the transaction price to the performance obligations in the contract. ● Step 5: Recognize revenue when, or as, the company satisfies a performance obligation. The Company’s customer contracts generally have performance obligations that contain deliverables consisting of the Consumables and may also include Consoles loaned to customers. The Company evaluates each promise within a multiple-performance obligation arrangement to determine whether it represents a distinct performance obligation. The primary performance obligations in the Company’s customer arrangements from which it derives revenue is the sale of the Consumables. When the Company loans the Console to the customer, it retains title to the Console at all times and does not require minimum purchase commitments from the customer related to any Consumables. In such cases, the Company invoices the customer for the Consumables based on customer orders received. Over time, the Company expects to recover the cost of the loaned Console through the customer’s continued purchasing and use of additional Consumables. For these reasons, the Company has determined that part of the arrangement consideration for the Consumables is an implied rental payment for use of the Console. Therefore, the Company allocates the arrangement consideration between the lease components (i.e., the Console) and non-lease components (i.e., the Consumables) based on the relative estimated standalone selling price of each distinct performance obligation consistent with ASC 842, Leases Revenue from sales to customers of the Consumables is classified as revenue in the Company’s condensed consolidated statements of operations and comprehensive loss. The delivery of the Consumables are performance obligations satisfied at a point in time, when the control of the goods is transferred to the customer (i.e., FOB Shipping Point). Revenue is recognized when control is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for the product. Other Revenue Considerations Revenue is reported net of sales tax. The Company has made the accounting policy election not to recognize a separate performance obligation for the shipment of products to the customer but to account for it as fulfillment cost. The Company’s contracts primarily include fixed consideration. The Company only includes estimated variable amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Customers are generally required to pay within 30 days. Any incremental costs to obtain contracts are recorded as selling, general and administrative expense as incurred due to the short duration of the Company’s contracts. The Company does not assess whether promised goods or services are performance obligations if they are deemed immaterial in the context of the contract with the customer. Additionally, the Company does not assess whether a contract has a significant financing component if the expectation at contract inception is that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. For the six months ended June 30, 2024 and 2023, revenue was generated only from European markets. | Revenue Recognition The Company generates product revenue primarily from the sale of cryoablation catheters, stylets, esophageal warming balloons, and other accessories (collectively, the “Consumables”) used with the Company’s cryoablation consoles (“Consoles”). The Company sells its products directly to hospitals and medical centers. To a lesser extent, the Company also generates lease revenue from the implied rental of Consoles loaned to customers at no charge. The Company accounts for revenue earned from contracts with customers under ASC 606, Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer. ● Step 2: Identify the performance obligations in the contract. ● Step 3: Determine the transaction price. ● Step 4: Allocate the transaction price to the performance obligations in the contract. ● Step 5: Recognize revenue when, or as, the company satisfies a performance obligation. The Company’s customer contracts generally have performance obligations that contain deliverables consisting of the Consumables and may also include Consoles loaned to customers. The Company evaluates each promise within a multiple-performance obligation arrangement to determine whether it represents a distinct performance obligation. The primary performance obligations in the Company’s customer arrangements from which it derives revenue is the sale of the Consumables. When the Company loans the Console to the customer, it retains title to the Console at all times and does not require minimum purchase commitments from the customer related to any Consumables. In such cases, the Company invoices the customer for the Consumables based on customer orders received. Over time, the Company expects to recover the cost of the loaned Console through the customer’s continued purchasing and use of additional Consumables. For these reasons, the Company has determined that part of the arrangement consideration for the Consumables is an implied rental payment for use of the Console. Therefore, the Company allocates the arrangement consideration between the lease components (i.e., the Console) and non-lease components (i.e., the Consumables) based on the relative estimated standalone selling price of each distinct performance obligation consistent with ASC 842, Leases Revenue from sales to customers of the Consumables is classified as revenue in the Company’s consolidated statements of operations and comprehensive loss. The delivery of the Consumables are performance obligations satisfied at a point in time, when the control of the goods is transferred to the customer (i.e., FOB Shipping Point). Revenue is recognized when control is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for the product. Other Revenue Considerations Revenue is reported net of sales tax. The Company has made the accounting policy election not to recognize a separate performance obligation for the shipment of products to the customer but to account for it as fulfillment cost. The Company’s contracts primarily include fixed consideration. The Company only includes estimated variable amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Customers are generally required to pay within 30 days. Any incremental costs to obtain contracts are recorded as selling, general and administrative expense as incurred due to the short duration of the Company’s contracts. The Company does not assess whether promised goods or services are performance obligations if they are deemed immaterial in the context of the contract with the customer. Additionally, the Company does not assess whether a contract has a significant financing component if the expectation at contract inception is that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. For the years ended December 31, 2023 and 2022, revenue was generated only from European markets. | |
Inventory | Inventory Inventory consists of raw materials, work-in-process, and finished products and is valued at the lower of cost or net realizable value. The method by which that amounts are removed from the inventory is first-in first-out (“FIFO”). Cost may include materials, labor, and manufacturing overhead. The carrying value of inventory is reviewed for potential impairment whenever indicators suggest that the cost of inventory exceeds the carrying value and management adjusts the inventory to its net realizable value. The Company also periodically evaluates inventory for estimated losses from excess quantities and obsolescence and writes down the cost of inventory to net realizable value at the time such determinations are made. Net realizable value is determined using the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose. Inventory used in research and development activities is expensed when incurred. | Inventory Inventory consists of raw materials, work-in-process, and finished products and is valued at the lower of cost or net realizable value. The method by which that amounts are removed from the inventory is first-in first-out (“FIFO”). Cost may include materials, labor, and manufacturing overhead. The carrying value of inventory is reviewed for potential impairment whenever indicators suggest that the cost of inventory exceeds the carrying value and management adjusts the inventory to its net realizable value. The Company also periodically evaluates inventory for estimated losses from excess quantities and obsolescence and writes down the cost of inventory to net realizable value at the time such determinations are made. Net realizable value is determined using the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose. Inventory used in research & development activities are expensed when incurred. | |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets, generally three Property and equipment includes equipment that is loaned to customers and located at customer premises. The Company retains ownership of the equipment held for evaluation by customers and has the right to remove the equipment if it is not being utilized according to expectations. | Property and Equipment Property and equipment are recorded at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets, generally three Property and equipment includes equipment that is loaned to customers and located at customer premises. The Company retains ownership of the equipment held for evaluation by customers and has the right to remove the equipment if it is not being utilized according to expectations. | |
Concentrations | Concentrations The Company had two suppliers exceed 10.0% of total accounts payable as of June 30, 2024, representing 82.0% of accounts payable. As of December 31, 2023, the Company had three suppliers exceed 10.0% of total accounts payable, representing 71.6% of accounts payable. The Company’s five and ten largest suppliers accounted for approximately 45.3% and 55.0%, respectively, of the Company’s expenditures for the six months ended June 30, 2024. The Company’s five and ten largest suppliers accounted for approximately 29.2% and 37.6%, respectively, of the Company’s expenditures for the six months ended June 30, 2023. | Concentrations The Company had three suppliers exceed 10.0% of total accounts payable as of December 31, 2023, representing 71.6% of accounts payable. As of December 31, 2022, the Company had one supplier exceed 10.0% of total accounts payable, representing 17.1% of accounts payable. The Company’s five and ten largest suppliers accounted for approximately 45.0% and 54.3%, respectively, of the Company’s expenditures for the year ended December 31, 2023. The Company’s five and ten largest suppliers accounted for approximately 23.0% and 31.8%, respectively, of the Company’s expenditures for the year ended December 31, 2022. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment and finite-lived intangible assets, for impairment annually or whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss is recognized when the asset’s carrying value exceeds the total undiscounted cash flows expected from its use and eventual disposition. The amount of the impairment loss is determined as the excess of the carrying value of the asset over its fair value. For the six months ended June 30, 2024 and 2023, the Company determined that there was no impairment of long-lived assets. | Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment and finite-lived intangible assets, for impairment annually or whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss is recognized when the asset’s carrying value exceeds the total undiscounted cash flows expected from its use and eventual disposition. The amount of the impairment loss is determined as the excess of the carrying value of the asset over its fair value. For the years ended December 31, 2023 and 2022, the Company determined that there was no impairment of long-lived assets. | |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The assets, liabilities, and results of operations of Adagio Medical GmbH are recorded using the Euro as the designated functional currency, which is the currency of the primary economic environment in which Adagio Medical GmbH operates. Consequently, transactions in currencies other than Euro are measured and recorded in Euro. Upon consolidation with the Company, its assets and liabilities are translated to U.S. Dollars at currency exchange rates as of the condensed consolidated balance sheet date and its revenues and expenses are translated at the weighted-average currency exchange rates during the applicable reporting periods. Translation adjustments resulting from the process of translating this entity’s financial statements are reported in accumulated other comprehensive income (loss) in the condensed consolidated balance sheets and foreign currency translation adjustment in the condensed consolidated statements of operations and comprehensive loss. | Foreign Currency Translation and Transactions The assets, liabilities, and results of operations of Adagio Medical GmbH are recorded using the Euro as the designated functional currency, which is the currency of the primary economic environment in which Adagio Medical GmbH operates. Consequently, transactions in currencies other than Euro are measured and recorded in Euro. Upon consolidation with the Company, its assets and liabilities are translated to U.S. Dollars at currency exchange rates as of the balance sheet date and its revenues and expenses are translated at the weighted-average currency exchange rates during the applicable reporting periods. Translation adjustments resulting from the process of translating this entity’s financial statements are reported in accumulated other comprehensive income (loss) in the consolidated balance sheets and foreign currency translation adjustment in the consolidated statements of operations and comprehensive loss. | |
Leases | Leases The Company accounts for its lease property under ASC 842. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the condensed consolidated balance sheets as both a right-of-use asset and a lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate, which is the rate for collateralized borrowings based on the current economic environment, current borrowings, value of leases, currency in which the lease obligation is satisfied, rate sensitivity, lease term and materiality. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset results in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. The Company determines whether a contract is or contains a lease at the inception of the contract. A contract will be deemed to be or contain a lease if the contract conveys the right to control and direct the use of identified property, plant, or equipment for a period of time in exchange for consideration. The Company generally must also have the right to obtain substantially all of the economic benefits from the use of the property, plant, and equipment. The Company uses the implicit rate in the lease agreement, when readily available, or its incremental borrowing rate as the basis to calculate the present value of future lease payments at lease commencement. The incremental borrowing rate represents the rate the Company would have to pay to borrow funds on a collateralize basis over a similar term and in a similar economic environment. In calculating the right-of-use asset and lease liability, the Company elected to combine lease and non-lease components for its real estate leases. The Company adopted the policy election to exclude short-term leases having initial terms of 12 months from the initial recognition provisions of ASC 842. Refer to Note 9—Operating Leases The Company’s implied rental agreements for its consoles qualify as operating leases and as such, revenue is recognized in accordance with ASC 842 , Leases Revenue from Contracts with Customers | Leases The Company accounts for its lease property under ASC 842. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheets as both a right-of-use asset and a lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate, which is the rate for collateralized borrowings based on the current economic environment, current borrowings, value of leases, currency in which the lease obligation is satisfied, rate sensitivity, lease term and materiality. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset results in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. The Company determines whether a contract is or contains a lease at the inception of the contract. A contract will be deemed to be or contain a lease if the contract conveys the right to control and direct the use of identified property, plant, or equipment for a period of time in exchange for consideration. The Company generally must also have the right to obtain substantially all of the economic benefits from the use of the property, plant, and equipment. The Company uses the implicit rate in the lease agreement, when readily available, or its incremental borrowing rate as the basis to calculate the present value of future lease payments at lease commencement. The incremental borrowing rate represents the rate the Company would have to pay to borrow funds on a collateralize basis over a similar term and in a similar economic environment. In calculating the right-of-use asset and lease liability, the Company elected to combine lease and non-lease components for its real estate leases. The Company adopted the policy election to exclude short-term leases having initial terms of 12 months from the initial recognition provisions of ASC 842. Refer to Note 9—Operating Leases The Company’s implied rental agreements for its consoles qualify as operating leases and as such, revenue is recognized in accordance with ASC 842 , Leases Revenue from Contracts with Customers | |
Cost of Revenue | Cost of Revenue Cost of revenue includes raw materials, direct labor, manufacturing overhead, shipping and receiving costs and other less significant indirect costs related to the production of the Company’s products. Cost of revenue also includes the depreciation expense of Consoles loaned to the customers. | Cost of Revenue Cost of revenue includes raw materials, direct labor, manufacturing overhead, shipping and receiving costs and other less significant indirect costs related to the production of the Company’s products. Cost of revenue also includes the depreciation expense of Consoles loaned to the customers. | |
Research and Development | Research and Development Research and development expenses consist primarily of salaries, consulting fees, and employee-related costs (including stock-based compensation) for personnel directly engaged in research and development activities, clinical trial expenses, equipment costs, material costs, allocated rent and facilities costs, and depreciation. Research and development expenses relating to possible future products are expensed as incurred. The Company also accrues and expenses costs for activities associated with clinical trials performed by third parties as incurred. | Research and Development Research and development expenses consist primarily of salaries, consulting fees, and employee-related costs (including stock-based compensation) for personnel directly engaged in research and development activities, clinical trial expenses, equipment costs, material costs, allocated rent and facilities costs, and depreciation. Research and development expenses relating to possible future products are expensed as incurred. The Company also accrues and expenses costs for activities associated with clinical trials performed by third parties as incurred. | |
Selling, General and Administrative | Selling, General and Administrative Selling, general and administrative expenses consist primarily of salaries, and employee-related costs (including stock-based compensation) for personnel in executive, finance and other administrative functions, allocated rent and facilities costs, legal fees relating to intellectual property and corporate matters, professional fees for accounting and consulting services, marketing costs and insurance costs. The Company expenses all selling, general, and administrative costs as incurred. The incurred transaction costs are recorded in selling, general, and administrative costs. | Selling, General and Administrative Selling, general and administrative consist primarily of salaries, and employee-related costs (including stock-based compensation) for personnel in executive, finance and other administrative functions, allocated rent and facilities costs, legal fees relating to intellectual property and corporate matters, professional fees for accounting and consulting services, marketing costs and insurance costs. The Company expenses all selling, general, and administrative costs as incurred. | |
Accrued Transaction Costs | Accrued Transaction Costs In connection with the Business Combination, the Company accrued transaction costs, consisting primarily of legal, accounting and other professional fees, which were incurred and expensed as of June 30, 2024, but not yet paid. The accrued expenses are recorded in accrued transaction costs on the condensed consolidated balance sheets. | Accrued Transaction Costs In connection with the expected Transaction (as defined in Note 7-Debt | |
Fair Value Measurements | Fair Value Measurements Fair value measurements are based on the premise that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy is used in determining the inputs for measuring fair value: ● Level 1—Quoted prices in active markets for identical assets or liabilities. ● Level 2—Observable inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. ● Level 3—Unobservable inputs which are supported by little or no market activity and consist of financial instruments valued using pricing models, discounted cash flow methodologies or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Management’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed, or initial amounts recorded may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange. The fair value of the convertible notes payable and warrant liabilities may be impacted by certain unobservable inputs, most significantly with regard to discount rates, expected volatility and historical and projected performance. Significant changes to these inputs in isolation could result in a significantly different fair value measurement. | Fair Value Measurements Fair value measurements are based on the premise that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy is used in determining the inputs for measuring fair value: ● Level 1—Quoted prices in active markets for identical assets or liabilities. ● Level 2—Observable inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. ● Level 3—Unobservable inputs which are supported by little or no market activity and consist of financial instruments valued using pricing models, discounted cash flow methodologies or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Management’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed, or initial amounts recorded may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange. The fair value of the convertible notes payable may be impacted by certain unobservable inputs, most significantly with regard to discount rates, expected volatility and historical and projected performance. Significant changes to these inputs in isolation could result in a significantly different fair value measurement. | |
Fair Value Option for Convertible Notes | Fair Value Option for Convertible Notes As permitted under ASC 825, Financial Instruments 2023 Convertible Notes, February 2024 Convertible Notes, May 2024 Convertible Notes, and June 2024 Convertible Notes were expensed as incurred (i.e., not recognized as deferred costs). Refer to Note 3-Fair Value Measurements | Fair Value Option for Convertible Notes As permitted under ASC 825, Financial Instruments Note 3-Fair Value Measurements | |
Recent Accounting Standards | Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s unaudited consolidated condensed financial statements. | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments - Credit Losses (Topic 326) | |
Warrants | Warrants The Company accounts for certain common stock warrants and pre-funded warrants outstanding as warrant liabilities at fair value, determined using the Black-Scholes option pricing model, on the condensed consolidated balance sheets in accordance with ASC 815, Derivatives and Hedging The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to a liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the condensed consolidated balance sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the condensed consolidated balance sheet date. Changes in fair value are recognized as warrant liabilities fair value adjustment in the condensed consolidated statements of operations and comprehensive loss. The liability is subject to re-measurement at the end of each reporting period. See Note 8-Warrants | Warrants The Company accounts for certain common stock warrants outstanding as warrant liabilities at fair value, determined using the Black-Scholes option pricing model, on the consolidated balance sheets in accordance with ASC 815, Derivatives and Hedging The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to a liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Changes in fair value are recognized as warrant liabilities fair value adjustment in the consolidated statements of operations and comprehensive loss. The liability is subject to re-measurement at the end of each reporting period. See Note 8-Warrants | |
Term Loan | Term Loan The Company accounts for the term loan at residual value on the date of issuance. The expected life of the term loan is the contractual term ending on the maturity date. The Company classifies the term loan as current liabilities within twelve months of the maturity date or when otherwise due. Interest expense is recognized in the condensed consolidated statements of operations and comprehensive loss over the contractual term of the loan. See Note 7-Debt | Term Loan The Company accounts for the term loan at residual value on the date of issuance. The expected life of the term loan is the contractual term ending on the maturity date. The Company classifies the term loan as current liabilities within twelve months of the maturity date or when otherwise due. Interest expense is recognized in the consolidated statements of operations and comprehensive loss over the contractual term of the loan. See Note 7-Debt | |
Convertible Preferred Stock | Convertible Preferred Stock The Company records convertible preferred stock at fair value on the dates of issuance, net of issuance costs. Upon the occurrence of certain events that are outside the Company’s control, including a deemed liquidation event, holders of the convertible preferred stock can cause redemption for cash. Each share of preferred stock would automatically be converted into shares of common stock at the then effective conversion rate immediately upon the earlier of (i) the election of the holders of a majority of the outstanding shares of preferred stock, voting as a separate class on an as-converted to common stock basis, or (ii) the closing of the sale of the Company’s common stock in a firm commitment, underwritten public offering registered under the Securities Act of 1933, as amended, with aggregate offering proceeds to the Company (before deduction for underwriters’ discounts and expenses relating to the issuance) of at least $75.0 million and a public offering price per share equal to at least $67.83 (subject to adjustments for stock dividends, splits, combinations and similar events). As the preferred stock is considered to be contingently redeemable, the preferred stock has been classified outside of permanent equity. The preferred stock will be accreted to its redemption value if the deemed liquidation events are considered probable of occurring. | Convertible Preferred Stock The Company records convertible preferred stock at fair value on the dates of issuance, net of issuance costs. Upon the occurrence of certain events that are outside the Company’s control, including a deemed liquidation event, holders of the convertible preferred stock can cause redemption for cash. Each share of preferred stock would automatically be converted into shares of common stock at the then effective conversion rate immediately upon the earlier of (i) the election of the holders of a majority of the outstanding shares of preferred stock, voting as a separate class on an as-converted to common stock basis, or (ii) the closing of the sale of the Company’s common stock in a firm commitment, underwritten public offering registered under the Securities Act of 1933, as amended, with aggregate offering proceeds to the Company (before deduction for underwriters’ discounts and expenses relating to the issuance) of at least $75.0 million and a public offering price per share equal to at least $67.83 (subject to adjustments for stock dividends, splits, combinations and similar events). As the preferred stock is considered to be contingently redeemable, the preferred stock has been classified outside of permanent equity. The preferred stock will be accreted to its redemption value if the deemed liquidation events are considered probable of occurring. | |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes compensation expense for all stock-based awards issued to employees and non-employees based on the estimated grant-date fair value, which is recognized as expense on a straight-line basis over the requisite service period. The Company has elected to recognize forfeitures as they occur. The fair value of stock options is determined using the Black-Scholes option-pricing model. The determination of fair value for stock-based awards on the date of grant using an option-pricing model requires management to make certain assumptions including expected volatility, expected term, risk-free interest rate and expected dividends in addition to the Company’s common stock valuation. Refer to Note 12-Stock-Based Compensation Due to the absence of an active market for the Company’s common stock, the Company utilized methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Audit and Accounting Practice Aid Series: Valuation of Privately Held Company Equity Securities Issued as Compensation | Stock-Based Compensation The Company recognizes compensation expense for all stock-based awards issued to employees and non-employees based on the estimated grant-date fair value, which is recognized as expense on a straight-line basis over the requisite service period. The Company has elected to recognize forfeitures as they occur. The fair value of stock options is determined using the Black-Scholes option-pricing model. The determination of fair value for stock-based awards on the date of grant using an option-pricing model requires management to make certain assumptions including expected volatility, expected term, risk-free interest rate and expected dividends in addition to the Company’s common stock valuation. Refer to Note 12-Stock-Based Compensation Due to the absence of an active market for the Company’s common stock, the Company utilized methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Audit and Accounting Practice Aid Series: Valuation of Privately Held Company Equity Securities Issued as Compensation | |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company adopted ASU 2019-12, Simplifying the Accounting for Income Taxes To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. Refer to Note 14-Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company adopted ASU 2019-12, Simplifying the Accounting for Income Taxes To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. Refer to Note 14-Income Taxes |
Fair Value Measurements (Tabl_3
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Schedule of assumptions used in estimating fair value of convertible promissory notes and common stock warrant liabilities | To determine the fair value of the New Adagio Common Stock on inception, the Company used the following Level 3 inputs: February 13, 2024 Base Share Price $ 10.00 Adjusted per Share (1.2X Purchase Price Ratio) $ 8.33 Adjusted Share price $ 7.00 Probability of Closing 75.00 % Estimated fair value per Share at Closing $ 5.25 To determine the fair value of the PIPE Warrants on inception, the Company used the following Level 3 inputs: February 13, 2024 Base Share Price $ 7.00 Strike price, as defined in Subscription Agreement $ 10.00 Term (Months) 12.00 Average volatility rate 70.00 % Probability of Closing 75.00 % Estimated expected Warrant price $ 1.21 Estimated fair value per Warrant at Closing (1.2x Coverage Ratio) $ 1.45 | |
Adagio Medical Inc | ||
Schedule of Company's financial instruments at fair value based on the fair value hierarchy for each class of instrument | The following tables summarize the Company’s financial instruments at fair value based on the fair value hierarchy for each class of instrument (in thousands): June 30, 2024 (Unaudited) Level 1 Level 2 Level 3 Assets: Money market account $ 24 $ — $ — Liabilities: Convertible notes payables $ — $ — $ 50,955 Common stock warrant liabilities $ — $ — $ 64 Pre-funded warrant liabilities $ — $ — $ 353 December 31, 2023 Level 1 Level 2 Level 3 Assets: Money market account $ 24 $ — $ — Liabilities: Convertible notes payables $ — $ — $ 37,986 Common stock warrant liabilities $ — $ — $ 78 | The following tables summarize the Company’s financial instruments at fair value based on the fair value hierarchy for each class of instrument (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Assets: Money market account $ 24 $ — $ — Liabilities: Convertible notes payables $ — $ — $ 37,986 Common stock warrant liabilities $ — $ — $ 78 December 31, 2022 Level 1 Level 2 Level 3 Assets: Money market account $ 90 $ — $ — Liabilities: Convertible notes payables $ — $ — $ 9,500 |
Schedule of assumptions used in estimating fair value of convertible promissory notes and common stock warrant liabilities | Expected Term Risk-Free As of June 30, 2024 (Unaudited) Discount rate (years) interest rate Volatility October 2022 Convertible Notes 38.70 % 0.04 5.50 % 385 % April 2023 Convertible Notes 31.90 % 0.04 5.50 % 385 % November 2023 Convertible Notes 31.90 % 0.04 5.50 % 385 % February 2024 Convertible Notes 31.90 % 0.04 5.50 % 385 % May 2024 Convertible Notes 31.90 % 0.04 5.50 % 385 % June 2024 Convertible Notes 31.90 % 0.04 5.50 % 385 % The following table presents changes in the Level 3 convertible promissory notes measured at fair value for the periods ended June 30, 2024 and December 31, 2023, respectively (in thousands): Balance Fair value Balance (beginning of measurement (end of Six months ended June 30, 2024 (Unaudited) period) Additions adjustments period) October 2022 Convertible Notes $ 13,469 $ — $ 617 $ 14,086 April 2023 Convertible Notes 15,385 — 650 $ 16,035 November 2023 Convertible Notes 9,312 3,000 (3,820) $ 8,312 February 2024 Convertible Notes — 7,000 (7) $ 6,993 May 2024 Convertible Notes — 3,000 26 $ 3,026 June 2024 Convertible Notes — 2,500 3 $ 2,503 Balance Fair value Balance (beginning of measurement (end of Year ended December 31, 2023 period) Additions adjustments period) October 2022 Convertible Notes $ 9,500 $ — $ 3,969 $ 13,469 April 2023 Convertible Notes — 15,000 385 $ 15,385 November 2023 Convertible Notes — 5,000 4,132 $ 9,312 June 30, 2024 (Unaudited) Expected Volatility 115% - 385 % Risk Free rate 4.3% - 5.4 % Expected dividend yield 0.0 % Expected term (years) 0.3 - 8.6 | October 2022 Convertible Notes December 31, 2023 Discount rate 36.8 % Expected Term (years) 0.33 Risk-Free interest rate 5.4 % Volatility 110.0 % April 2023 Convertible Notes December 31, 2023 Discount rate 30.6 % Expected Term (years) 0.33 Risk-Free interest rate 5.4 % Volatility 110.0 % November 2023 Convertible Notes December 31, 2023 Discount rate 30.6 % Expected Term (years) 0.33 Risk-Free interest rate 5.4 % Volatility 110.0 % |
Schedule of presents changes in the Level 3 warrant liabilities measured at fair value | The following table presents changes in the Level 3 warrant liabilities measured at fair value for the six months ended June 30, 2024 and year ended December 31, 2023, respectively (in thousands): Six months ended June 30, 2024 (Unaudited) Common Stock Warrant Liabilities Balance (beginning of period) $ 78 Additions — Fair value measurement adjustments (14) Balance (end of period) $ 64 Year ended December 31, 2023 Common Stock Warrant Liabilities Balance (beginning of year) $ — Additions 36 Fair value measurement adjustments 42 Balance (end of year) $ 78 | The following table presents changes in the Level 3 convertible promissory notes measured at fair value for the years ended December 31, 2023 and 2022, respectively (in thousands): October 2022 April 2023 November 2023 Year ended December 31, 2023 Convertible Notes Convertible Notes Convertible Notes Balance (beginning of year) $ 9,500 $ — $ — Additions — 15,000 5,000 Fair value measurement adjustments 3,969 385 4,132 Balance (end of year) $ 13,469 $ 15,385 $ 9,132 October 2022 Year ended December 31, 2022 Convertible Notes Balance (beginning of year) $ — Additions 9,500 Fair value measurement adjustments — Balance (end of year) $ 9,500 The Company calculated the estimated fair value of common stock warrant liabilities as of December 31, 2023, using the following assumptions: December 31, 2023 Expected Volatility 60%‑110% Risk Free rate 3.8%‑5.0% Expected dividend yield 0.0% Expected term (years) 0.8‑9.1 Year ended December 31, 2023 Common Stock Warrant Liabilities Balance (beginning of year) $ — Additions 36 Fair value measurement adjustments 42 Balance (end of year) $ 78 |
Inventory, net (Tables)
Inventory, net (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Schedule of components of inventory, net | Inventory as of June 30, 2024 and December 31, 2023 consists of the following (in thousands): June 30, 2024 December 31, 2023 (Unaudited) Raw materials $ 2,450 $ 2,211 Work-in-Process 469 197 Finished goods 1,143 914 Total inventory $ 4,062 $ 3,322 | December 31, 2023 December 31, 2022 Raw materials $ 2,211 $ — Work-in-Process 197 — Finished goods 914 367 Total inventory $ 3,322 $ 367 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Schedule of components of property and equipment, net | The Company’s property and equipment, net, as of June 30, 2024 and December 31, 2023 consists of the following (in thousands): June 30, 2024 December 31, 2023 (Unaudited) Consoles $ 1,700 $ 1,565 Other machinery and equipment 905 772 Leasehold improvements 308 305 Tools and molds 230 221 Computer equipment 190 193 Demo equipment 66 66 Furniture and fixtures 49 49 Construction in process — 54 Vehicles 39 39 Total property, plant, and equipment 3,487 3,264 Less: accumulated depreciation (2,333) (1,777) Property and equipment, net $ 1,154 $ 1,487 | December 31, 2023 December 31, 2022 Consoles $ 1,565 $ 1,266 Other machinery and equipment 772 731 Leasehold improvements 305 303 Tools and molds 221 221 Computer equipment 193 154 Demo equipment 66 66 Furniture and fixtures 49 53 Construction in process 54 54 Vehicles 39 39 Total property, plant, and equipment 3,264 2,887 Less: accumulated depreciation (1,777) (1,240) Property and equipment, net $ 1,487 $ 1,647 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Schedule of accrued liabilities | The following table presents details of accrued liabilities as of June 30, 2024 and December 31, 2023 (in thousands): June 30, 2024 December 31, 2023 (Unaudited) Compensation and related expenses $ 2,467 $ 1,566 Research and development expenses 757 1,191 Other 205 291 Total accrued liabilities $ 3,429 $ 3,048 | December 31, 2023 December 31, 2022 Compensation and related expenses $ 1,566 $ 1,229 Research and development expenses 1,191 846 Other 291 82 Total accrued liabilities $ 3,048 $ 2,157 |
Debt (Tables)
Debt (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Schedule of debt | Outstanding debt as of June 30, 2024 and December 31, 2023 consists of the following (in thousands): June 30, 2024 December 31, 2023 (Unaudited) October 2022 Convertible Notes measured at fair value $ 14,086 $ 13,469 April 2023 Convertible Notes measured at fair value 16,035 15,385 November 2023 Convertible Notes measured at fair value 8,312 9,132 February 2024 Convertible Notes measured at fair value 6,993 — May 2024 Convertible Notes measured at fair value 3,026 — June 2024 Convertible Notes measured at fair value 2,503 — SVB term loan 990 1,838 Total outstanding debt $ 51,945 $ 39,824 | December 31, 2023 December 31, 2022 October 2022 Convertible Notes measured at fair value $ 13,469 $ 9,500 April 2023 Convertible Notes measured at fair value 15,385 — November 2023 Convertible Notes measured at fair value 9,132 — SVB term loan 1,838 — Total Outstanding Debt $ 39,824 $ 9,500 |
Operating Leases (Tables)
Operating Leases (Tables) - Adagio Medical Inc | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Schedule of quantitative information of operating leases | The following table summarizes quantitative information of the Company’s operating leases for the six months ended June 30, 2024 and 2023 (in thousands): Six months ended June 30 (Unaudited) 2024 2023 Operating cash flows paid for operating leases $ 92 $ 88 Weighted average remaining lease term (years) 1.8 1.9 Weighted average discount rate 8.0 % 8.0 % | The following table summarizes quantitative information of the Company’s operating leases for the years ended December 31, 2023 and 2022 (in thousands): Years ended December 31, 2023 2022 Operating cash flows paid for operating leases $ 178 $ 173 Weighted average remaining lease term (years) 1.7 2.2 Weighted average discount rate 8.0 % 8.0 % |
Schedule of future minimum payments under the non-cancelable operating leases | The following table presents the future minimum payments under the non-cancelable operating leases as of June 30, 2024 (in thousands): Six months ending June 30 (Unaudited) Six months ending December 31, 2024 $ 79 Year ending December 31, 2025 154 Year ending December 31, 2026 48 Total undiscounted future cash flows 281 Less: imputed interest (18) Total operating lease liability $ 263 | The following table presents the future minimum payments under the non-cancelable operating leases as of December 31, 2023 (in thousands): Year ended December 31, 2024 $ 86 2025 36 2026 18 Total undiscounted future cash flows 140 Less: imputed interest (9) Total operating lease liability $ 131 |
Mezzanine Equity and Stockhol_2
Mezzanine Equity and Stockholders' Deficit (Tables) - Adagio Medical Inc | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Schedule of issuance of preferred stock | The following table summarizes information related to issuance of the Company’s preferred stock as of June 30, 2024 (in thousands, except share data): Number of Common Number of Shares Stock Shares Issued and Carrying Conversion Equivalent Liquidation Preferred Stock Class Authorized Outstanding Value (1) Price Per Share Shares Preference Series A 270,856 270,856 $ 2,500 $ 9.23 270,856 $ 2,500 Series B 815,730 815,730 10,626 13.04 815,730 10,637 Series C 981,596 981,596 15,988 16.30 981,596 16,000 Series D 992,064 992,064 19,990 20.16 992,064 20,000 Series E 1,879,700 1,671,798 37,679 22.61 1,671,798 37,799 4,939,946 4,732,044 $ 86,783 4,732,044 $ 86,936 (1) The carrying value reflects the gross proceeds received from the sale of the preferred stock less issuance costs. The following table summarizes information related to issuance of the Company’s preferred stock as of December 31, 2023 (in thousands, except share data): Number of Common Number of Shares Stock Shares Issued and Carrying Conversion Equivalent Liquidation Preferred Stock Class Authorized Outstanding Value (1) Price Per Share Shares Preference Series A 270,856 270,856 $ 2,500 $ 9.23 270,856 $ 2,500 Series B 815,730 815,730 10,626 13.04 815,730 10,637 Series C 981,596 981,596 15,988 16.30 981,596 16,000 Series D 992,064 992,064 19,990 20.16 992,064 20,000 Series E 1,879,700 1,879,700 42,365 22.61 1,879,700 42,500 4,939,946 4,939,946 $ 91,469 4,939,946 $ 91,637 (1) The carrying value reflects the gross proceeds received from the sale of the preferred stock less issuance costs. | The following table summarizes information related to issuance of the Company’s preferred stock at December 31, 2023 and 2022 (in thousands, except share data): Number of Common Number of Shares Conversion Stock Shares Issued and Carrying Price Per Equivalent Liquidation Preferred Stock Class Authorized Outstanding Value (1) Share Shares Preference Series A 270,856 270,856 $ 2,500 $ 9.23 270,856 $ 2,500 Series B 815,730 815,730 10,626 13.04 815,730 10,637 Series C 981,596 981,596 15,988 16.30 981,596 16,000 Series D 992,064 992,064 19,990 20.16 992,064 20,000 Series E 1,879,700 1,879,700 42,365 22.61 1,879,700 42,500 4,939,946 4,939,946 $ 91,469 4,939,946 $ 91,637 (1) The carrying value reflects the gross proceeds received from the sale of the preferred stock less issuance costs. |
Schedule of common stock reserved for future issuance | June 30, 2024 December 31, 2023 (Unaudited) Conversion of preferred stock 4,732,044 4,939,946 Stock options issued and outstanding under the 2012 and 2022 Plan 742,409 747,001 Common shares available for future grant under the 2012 and 2022 Plan 31,604 27,012 Common stock reserved for future issuance 5,506,057 5,713,959 | December 31, 2023 December 31, 2022 Conversion of preferred stock 4,939,946 4,939,946 Stock options issued and outstanding under the 2012 and 2022 Plan 747,001 619,527 Common shares available for future grant under the 2012 and 2022 Plan 27,012 160,155 Common stock reserved for future issuance 5,713,959 5,719,628 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) - Adagio Medical Inc | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Schedule of stock option activity | Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Number of Exercise Life (in Value (Unaudited) Shares Price years) (in thousands) Outstanding, December 31, 2023 747,001 $ 6.17 7.45 $ 72 Forfeited (4,592) $ 4.76 Outstanding, June 30, 2024 742,409 $ 6.18 6.95 $ 4 Vested and expected to vest, June 30, 2024 723,710 $ 6.20 6.92 $ 4 Vested and exercisable, June 30, 2024 537,222 $ 6.45 6.47 $ 4 | Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Number of Exercise Life (in Value Shares Price years) (in thousands) Outstanding, December 31, 2021 585,044 $ 6.41 8.65 $ 912 Granted 69,050 $ 7.97 Exercised (11,217) $ 2.26 Forfeited (23,350) $ 4.65 Outstanding, December 31, 2022 619,527 $ 6.73 7.87 $ 252 Granted 160,000 $ 3.88 Exercised (5,669) $ 3.22 Forfeited (22,357) $ 6.94 Expired (4,500) $ 0.93 Outstanding, December 31, 2023 747,001 $ 6.17 7.45 $ 72 Vested and expected to vest, December 31, 2023 718,003 $ 6.19 7.41 $ 72 Vested and exercisable, December 31, 2023 444,839 $ 6.47 6.75 $ 71 |
Schedule of stock based compensation expense | The following table summarizes the total stock-based compensation expense for the stock options expense recorded in the condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2024 and 2023 (in thousands): Six months ended June 30, (Unaudited) 2024 2023 Selling, general, and administration $ 192 $ 176 Research and development 29 28 Total stock-based compensation $ 221 $ 204 | Years ended December 31, 2023 2022 Selling, general and administrative $ 384 $ 318 Research and development 58 47 Total stock-based compensation $ 442 $ 365 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) - Adagio Medical Inc | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Schedule of computation of basic and diluted net loss per share attributable to common stockholders | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands, except share and per share data): Six months ended June 30, (Unaudited) 2024 2023 Numerator: Net loss attributable to common stockholders (14,478) (17,824) Denominator: Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders – basic and diluted 779,908 758,942 Net loss per share attributable to common stockholders – basic and diluted (18.56) (23.49) | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the years presented (in thousands, except share and per share data): Years ended December 31, 2023 2022 Numerator: Net loss attributable to common stockholders $ (38,146) $ (23,673) Denominator: Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders – basic and diluted 759,814 751,568 Net loss per share attributable to common stockholders – basic and diluted (50.20) (31.50) |
Schedule of potentially dilutive securities were excluded from the computation of diluted net loss per share | Six months ended June 30, (Unaudited) 2024 2023 Convertible preferred stock 4,732,044 4,939,946 Stock options 742,409 712,946 Common stock warrants 49,080 49,080 Total 5,523,533 5,701,972 | December 31, 2023 December 31, 2022 Convertible preferred stock 4,939,946 4,939,946 Stock options 747,001 619,527 Common stock warrants 49,080 — Total 5,736,027 5,559,473 |
Organization and Description _2
Organization and Description of Business - Liquidity and Going Concern (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Dec. 31, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Net loss | $ (5,000) | $ (713,794) | $ (1,420,405) | $ (2,134,199) | |||
Net cash used in operating activities | 0 | ||||||
Accumulated deficit | (5,000) | (2,139,199) | (2,139,199) | $ (5,000) | |||
Adagio Medical Inc | |||||||
Cash and cash equivalents | 1,383,000 | 2,045,000 | 2,045,000 | 1,383,000 | $ 5,547,000 | ||
Net loss | (14,478,000) | $ (17,824,000) | (38,146,000) | (23,673,000) | |||
Net cash used in operating activities | (13,684,000) | $ (12,162,000) | (25,652,000) | (22,412,000) | |||
Accumulated deficit | (135,205,000) | (149,683,000) | (149,683,000) | (135,205,000) | (97,059,000) | ||
Working capital deficit | $ 43,500,000 | $ 58,000,000 | $ 58,000,000 | $ 43,500,000 | $ 6,200,000 |
Organization and Description _3
Organization and Description of Business - Strategic Realignment of Resources and Corporate Restructuring (Details) - Adagio Medical Inc | 6 Months Ended | 12 Months Ended | |||
Dec. 01, 2023 $ / shares | Dec. 01, 2023 | Dec. 01, 2023 employee | Jun. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||
Number of employees | 20 | 20 | |||
Percentage of employees | 19% | ||||
Severance or related benefit costs | $ 0 | $ 0 | |||
Retention bonuses | $ 0 | $ 0 |
Summary of Significant Accou_17
Summary of Significant Accounting Policies - Segments (Details) - Adagio Medical Inc $ in Thousands, € in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 USD ($) segment | Dec. 31, 2023 segment | Jun. 30, 2024 EUR (€) | |
Reporting segments | 1 | 1 | |
Cash, FDIC Insured Amount | $ 250 | € 0.1 |
Summary of Significant Accou_18
Summary of Significant Accounting Policies - Concentrations of Credit Risk and Off-Balance Sheet Risk & Impairment of Long-Lived Assets (Details) - Adagio Medical Inc - USD ($) $ in Thousands | 6 Months Ended | 24 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Cash held with silicon valley bank | $ 1,200 | $ 500 | |
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 |
Summary of Significant Accou_19
Summary of Significant Accounting Policies - Property and Equipment (Details) - Adagio Medical Inc | Jun. 30, 2024 | Dec. 31, 2023 |
Maximum | ||
Property and Equipment | ||
Useful life | 5 years | 5 years |
Minimum | ||
Property and Equipment | ||
Useful life | 3 years | 3 years |
Consoles | ||
Property and Equipment | ||
Useful life | 5 years |
Summary of Significant Accou_20
Summary of Significant Accounting Policies - Property and Equipment - Concentrations (Details) - Supplier concentration risk - Adagio Medical Inc | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2024 item | Jun. 30, 2023 item | Dec. 31, 2023 item | Dec. 31, 2023 | Dec. 31, 2023 segment | Dec. 31, 2022 item | |
Accounts payable | Two suppliers | ||||||
Concentrations | ||||||
Concentration risk percentage | 82% | |||||
Number of suppliers | 2 | |||||
Accounts payable | Three suppliers | ||||||
Concentrations | ||||||
Concentration risk percentage | 71.60% | |||||
Number of suppliers | 3 | 3 | ||||
Expenditure | Five suppliers | ||||||
Concentrations | ||||||
Concentration risk percentage | 45.30% | 29.20% | 45% | 23% | ||
Number of suppliers | 5 | 5 | 5 | 5 | ||
Expenditure | Ten suppliers | ||||||
Concentrations | ||||||
Concentration risk percentage | 55% | 37.60% | 54.30% | 31.80% | ||
Number of suppliers | 10 | 10 | 10 | 10 |
Summary of Significant Accou_21
Summary of Significant Accounting Policies - Property and Equipment - Convertible Preferred Stock & Income Taxes (Details) - Adagio Medical Inc - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Aggregate gross proceeds | $ 75,000 | $ 75,000 | ||
Public offering price per share | $ 67.83 | $ 67.83 | ||
Interest and penalties accrued | $ 0 | $ 0 | $ 0 | $ 0 |
Income Tax Penalties and Interest Expense | 0 | $ 0 | 0 | $ 0 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ 0 | $ 0 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Fair value measurements recurring basis - Adagio Medical Inc - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Liabilities: | |||
Fair value asset transfer level 1 to level 2 | $ 0 | $ 0 | $ 0 |
Fair value asset transfer level 2 to level 1 | 0 | 0 | 0 |
Fair value asset transfer net, level 3 | 0 | 0 | 0 |
Fair value liability transfer level 1 to level 2 | 0 | 0 | 0 |
Fair value liability transfer level 2 to level 1 | 0 | 0 | 0 |
Fair value liability transfer net, level 3 | 0 | 0 | 0 |
Level 1 | |||
Assets: | |||
Money market account | 24 | 24 | 90 |
Level 3 | |||
Liabilities: | |||
Convertible notes payables | 50,955 | 37,986 | $ 9,500 |
Common stock warrant liabilities | 78 | ||
Level 3 | Common stock warrants | |||
Liabilities: | |||
Common stock warrant liabilities | 64 | $ 78 | |
Level 3 | Pre-funded Warrants | |||
Liabilities: | |||
Common stock warrant liabilities | $ 353 |
Fair Value Measurements - Conve
Fair Value Measurements - Convertible promissory notes (Details) - Adagio Medical Inc - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 25, 2024 | May 21, 2024 | Feb. 13, 2024 | Dec. 31, 2023 | Dec. 28, 2023 | Dec. 13, 2023 | Nov. 28, 2023 | Apr. 04, 2023 | Dec. 31, 2022 | Oct. 27, 2022 |
Fair Value Measurements | |||||||||||
Convertible notes payable, current | $ 50,955 | $ 37,986 | $ 9,500 | ||||||||
October 2022 Convertible Notes | |||||||||||
Fair Value Measurements | |||||||||||
Principal amount | $ 9,500 | $ 9,500 | |||||||||
Interest rate | 8% | ||||||||||
April 2023 Convertible Notes | |||||||||||
Fair Value Measurements | |||||||||||
Principal amount | 10,000 | $ 5,000 | |||||||||
Interest rate | 8% | ||||||||||
Maximum additional debt | $ 10,000 | ||||||||||
Convertible notes payable, current | 15,000 | $ 5,000 | |||||||||
November 2023 Convertible Notes | |||||||||||
Fair Value Measurements | |||||||||||
Principal amount | $ 3,000 | $ 2,000 | $ 1,000 | $ 2,000 | |||||||
Interest rate | 8% | ||||||||||
Maximum additional debt | $ 6,000 | ||||||||||
Convertible notes payable, current | 8,000 | $ 2,000 | |||||||||
February 2024 Convertible Notes | |||||||||||
Fair Value Measurements | |||||||||||
Principal amount | $ 7,000 | ||||||||||
Interest rate | 8% | ||||||||||
Convertible notes payable, current | 7,000 | $ 7,000 | |||||||||
May 2024 Convertible Notes | |||||||||||
Fair Value Measurements | |||||||||||
Principal amount | $ 3,000 | ||||||||||
Interest rate | 8% | ||||||||||
Convertible notes payable, current | $ 3,000 | $ 3,000 | |||||||||
June 2024 Convertible Notes | |||||||||||
Fair Value Measurements | |||||||||||
Principal amount | $ 2,500 | ||||||||||
Interest rate | 8% | ||||||||||
Convertible notes payable, current | $ 2,500 |
Fair Value Measurements - Assum
Fair Value Measurements - Assumptions for convertible promissory notes (Details) - Adagio Medical Inc | Jun. 30, 2024 Y | Dec. 31, 2023 Y |
Discount rate | October 2022 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.3870 | 36.8 |
Discount rate | April 2023 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.3190 | 30.6 |
Discount rate | November 2023 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.3190 | 30.6 |
Discount rate | February 2024 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.3190 | |
Discount rate | May 2024 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.3190 | |
Discount rate | June 2024 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.3190 | |
Expected Term (years) | October 2022 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.04 | 0.33 |
Expected Term (years) | April 2023 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.04 | 0.33 |
Expected Term (years) | November 2023 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.04 | 0.33 |
Expected Term (years) | February 2024 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.04 | |
Expected Term (years) | May 2024 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.04 | |
Expected Term (years) | June 2024 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.04 | |
Risk-Free interest rate | October 2022 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.0550 | 5.4 |
Risk-Free interest rate | April 2023 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.0550 | 5.4 |
Risk-Free interest rate | November 2023 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.0550 | 5.4 |
Risk-Free interest rate | February 2024 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.0550 | |
Risk-Free interest rate | May 2024 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.0550 | |
Risk-Free interest rate | June 2024 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.0550 | |
Volatility | October 2022 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 3.85 | 110 |
Volatility | April 2023 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 3.85 | 110 |
Volatility | November 2023 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 3.85 | 110 |
Volatility | February 2024 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 3.85 | |
Volatility | May 2024 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 3.85 | |
Volatility | June 2024 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 3.85 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Reconciliation of Convertible promissory notes (Details) - Adagio Medical Inc - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Level 3 Reconciliation of Convertible promissory notes | |||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | Change in fair value of convertible notes payables |
October 2022 Convertible Notes | |||
Level 3 Reconciliation of Convertible promissory notes | |||
Balance (beginning of period) | $ 13,469 | $ 9,500 | |
Additions | $ 9,500 | ||
Fair value measurement adjustments | 617 | $ 3,969 | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in fair value of convertible notes payables | ||
Balance (end of period) | 14,086 | $ 13,469 | $ 9,500 |
April 2023 Convertible Notes | |||
Level 3 Reconciliation of Convertible promissory notes | |||
Balance (beginning of period) | 15,385 | ||
Additions | 15,000 | ||
Fair value measurement adjustments | 650 | $ 385 | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in fair value of convertible notes payables | ||
Balance (end of period) | 16,035 | $ 15,385 | |
November 2023 Convertible Notes | |||
Level 3 Reconciliation of Convertible promissory notes | |||
Balance (beginning of period) | 9,132 | ||
Additions | 3,000 | 5,000 | |
Fair value measurement adjustments | (3,820) | $ 4,132 | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in fair value of convertible notes payables | ||
Balance (end of period) | 8,312 | $ 9,132 | |
February 2024 Convertible Notes | |||
Level 3 Reconciliation of Convertible promissory notes | |||
Additions | 7,000 | ||
Fair value measurement adjustments | (7) | ||
Balance (end of period) | 6,993 | ||
May 2024 Convertible Notes | |||
Level 3 Reconciliation of Convertible promissory notes | |||
Additions | 3,000 | ||
Fair value measurement adjustments | 26 | ||
Balance (end of period) | 3,026 | ||
June 2024 Convertible Notes | |||
Level 3 Reconciliation of Convertible promissory notes | |||
Additions | 2,500 | ||
Fair value measurement adjustments | 3 | ||
Balance (end of period) | $ 2,503 |
Fair Value Measurements - Ass_2
Fair Value Measurements - Assumptions for Common stock warrant liabilities (Details) - Adagio Medical Inc | Jun. 30, 2024 Y | Dec. 31, 2023 Y |
Volatility | Maximum | ||
Fair Value Measurements | ||
Common stock warrants liabilities measurement input | 385 | 110 |
Volatility | Minimum | ||
Fair Value Measurements | ||
Common stock warrants liabilities measurement input | 115 | 60 |
Risk-Free interest rate | Maximum | ||
Fair Value Measurements | ||
Common stock warrants liabilities measurement input | 5.4 | 5 |
Risk-Free interest rate | Minimum | ||
Fair Value Measurements | ||
Common stock warrants liabilities measurement input | 4.3 | 3.8 |
Expected dividend yield | ||
Fair Value Measurements | ||
Common stock warrants liabilities measurement input | 0 | 0 |
Expected Term (years) | Maximum | ||
Fair Value Measurements | ||
Common stock warrants liabilities measurement input | 8.6 | 9.1 |
Expected Term (years) | Minimum | ||
Fair Value Measurements | ||
Common stock warrants liabilities measurement input | 0.3 | 0.8 |
Fair Value Measurements - Lev_2
Fair Value Measurements - Level 3 Reconciliation of Common stock warrant liabilities (Details) - Adagio Medical Inc - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Level 3 Reconciliation of Common stock warrant liabilities | |||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | Change in fair value of convertible notes payables |
Level 3 | |||
Level 3 Reconciliation of Common stock warrant liabilities | |||
Balance (beginning of period) | $ 78 | ||
Additions | $ 36 | ||
Fair value measurement adjustments | (14) | $ 42 | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | ||
Balance (end of period) | $ 64 | $ 78 |
Fair Value Measurements - Pre-f
Fair Value Measurements - Pre-funded Warrant Liabilities (Details) - Adagio Medical Inc | Jun. 30, 2024 | Jun. 25, 2024 $ / shares | Dec. 31, 2023 $ / shares |
Warrants | |||
Exercise price | $ 7.97 | ||
Pre-funded Warrants | |||
Warrants | |||
Exercise price | $ 0.001 | ||
Pre-funded Warrants | Series E Preferred Stock | |||
Warrants | |||
Exercise price | $ 0.001 | ||
Conversion factor | 1.08 |
Inventory, net (Details)
Inventory, net (Details) - Adagio Medical Inc - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Raw materials | $ 2,450,000 | $ 2,211,000 | $ 0 | |
Work-in-Process | 469,000 | 197,000 | 0 | |
Finished goods | 1,143,000 | 914,000 | 367,000 | |
Total inventory | 4,062,000 | 3,322,000 | 367,000 | |
Provision for inventory impairment | $ 300,000 | $ 93,600 | $ 62,000 | $ 300,000 |
Property and Equipment (Details
Property and Equipment (Details) - Adagio Medical Inc - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property and Equipment | ||||
Total property, plant, and equipment | $ 3,487 | $ 3,264 | $ 2,887 | |
Less: accumulated depreciation | (2,333) | (1,777) | (1,240) | |
Property and equipment, net | 1,154 | 1,487 | 1,647 | |
Depreciation expense | 600 | $ 300 | 500 | 500 |
Consoles | ||||
Property and Equipment | ||||
Total property, plant, and equipment | 1,700 | 1,565 | 1,266 | |
Other machinery and equipment | ||||
Property and Equipment | ||||
Total property, plant, and equipment | 905 | 772 | 731 | |
Leasehold improvements | ||||
Property and Equipment | ||||
Total property, plant, and equipment | 308 | 305 | 303 | |
Tools and molds | ||||
Property and Equipment | ||||
Total property, plant, and equipment | 230 | 221 | 221 | |
Computer equipment | ||||
Property and Equipment | ||||
Total property, plant, and equipment | 190 | 193 | 154 | |
Demo equipment | ||||
Property and Equipment | ||||
Total property, plant, and equipment | 66 | 66 | 66 | |
Furniture and fixtures | ||||
Property and Equipment | ||||
Total property, plant, and equipment | 49 | 49 | 53 | |
Construction in process | ||||
Property and Equipment | ||||
Total property, plant, and equipment | 54 | 54 | ||
Vehicles | ||||
Property and Equipment | ||||
Total property, plant, and equipment | $ 39 | $ 39 | $ 39 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - Adagio Medical Inc - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Compensation and related expenses | $ 2,467 | $ 1,566 | $ 1,229 |
Research and development expenses | 757 | 1,191 | 846 |
Other | 205 | 291 | 82 |
Total accrued liabilities | $ 3,429 | $ 3,048 | $ 2,157 |
Debt - Schedule of debt (Detail
Debt - Schedule of debt (Details) - Adagio Medical Inc - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Debt | |||
Total outstanding debt | $ 51,945 | $ 39,824 | $ 9,500 |
October 2022 Convertible Notes | |||
Debt | |||
Total outstanding debt | 14,086 | 13,469 | $ 9,500 |
April 2023 Convertible Notes | |||
Debt | |||
Total outstanding debt | 16,035 | 15,385 | |
November 2023 Convertible Notes | |||
Debt | |||
Total outstanding debt | 8,312 | 9,132 | |
February 2024 Convertible Notes | |||
Debt | |||
Total outstanding debt | 6,993 | ||
May 2024 Convertible Notes | |||
Debt | |||
Total outstanding debt | 3,026 | ||
June 2024 Convertible Notes | |||
Debt | |||
Total outstanding debt | 2,503 | ||
SVB term loan | |||
Debt | |||
Total outstanding debt | $ 990 | $ 1,838 |
Debt - October 2022 Convertible
Debt - October 2022 Convertible Notes (Details) - Adagio Medical Inc - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||||
Nov. 28, 2023 | Oct. 27, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2024 | |
Debt | |||||||
Proceeds from issuance of convertible notes payable | $ 15,500 | $ 7,000 | $ 20,000 | $ 9,500 | |||
October 2022 Convertible Notes | |||||||
Debt | |||||||
Principal amount | $ 9,500 | 9,500 | |||||
Interest rate | 8% | ||||||
Percentage of effective price of common stock sold to trigger conversion | 75% | 75% | |||||
Minimum equity financing amount to be converted | $ 10,000 | ||||||
Outstanding notes | 9,500 | $ 9,500 | |||||
Interest | $ 400 | $ 400 | $ 800 | $ 100 | |||
October 2022 Convertible Notes | Conversion upon termination of the Transaction and prior to a Qualified Financing. | |||||||
Debt | |||||||
Minimum equity financing amount to be converted | $ 10,000 | ||||||
October 2022 Convertible Notes | Conversion under both Qualified Financing and Non-Qualified Financing | |||||||
Debt | |||||||
Conversion price per share percentage | 75% | 75% | |||||
Debt convertible amount | $ 146,900 | $ 146,900 |
Debt - April 2023 Convertible N
Debt - April 2023 Convertible Notes (Details) - Adagio Medical Inc - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Nov. 28, 2023 | Apr. 04, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2024 | |
Debt | ||||||||
Proceeds from issuance of convertible notes payable | $ 15,500 | $ 7,000 | $ 20,000 | $ 9,500 | ||||
April 2023 Convertible Notes | ||||||||
Debt | ||||||||
Principal amount | $ 5,000 | $ 10,000 | 10,000 | |||||
Interest rate | 8% | |||||||
Right to issue additional convertible promissory notes | $ 10,000 | |||||||
Proceeds from issuance of convertible notes payable | 10,000 | |||||||
Outstanding notes | $ 15,000 | 15,000 | $ 15,000 | |||||
Interest | $ 500 | $ 100 | $ 600 | |||||
April 2023 Convertible Notes | Conversion upon termination of the Transaction and prior to a Qualified Financing. | ||||||||
Debt | ||||||||
Debt convertible amount | $ 24,000 | $ 24,000 | ||||||
Percent of liquidation preference | 120% | |||||||
Percentage of effective price of common stock sold to trigger conversion | 120% | |||||||
Minimum equity financing amount to be converted | $ 146,900 | |||||||
April 2023 Convertible Notes | Conversion under both Qualified Financing and Non-Qualified Financing | ||||||||
Debt | ||||||||
Proceeds from issuance of convertible notes payable | $ 10,000 | 10,000 | ||||||
Debt convertible amount | $ 24,000 | $ 24,000 | ||||||
Percent of liquidation preference | 120% | 120% | ||||||
Percentage of effective price of common stock sold to trigger conversion | 75% | 75% |
Debt - November 2023 Convertibl
Debt - November 2023 Convertible Notes (Details) - Adagio Medical Inc - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Dec. 28, 2023 | Dec. 13, 2023 | Nov. 28, 2023 | Dec. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Debt | ||||||||
Proceeds from issuance of convertible notes payable | $ 15,500,000 | $ 7,000,000 | $ 20,000,000 | $ 9,500,000 | ||||
November 2023 Convertible Notes | ||||||||
Debt | ||||||||
Principal amount | $ 2,000,000 | $ 1,000,000 | $ 2,000,000 | $ 3,000,000 | 3,000,000 | |||
Interest rate | 8% | |||||||
Outstanding notes | 5,000,000 | 8,000,000 | 5,000,000 | |||||
Interest | $ 300,000 | $ 19,800 | ||||||
November 2023 Convertible Notes | Conversion upon termination of the Transaction and prior to a Qualified Financing. | ||||||||
Debt | ||||||||
Debt convertible amount | $ 24,000,000 | |||||||
Percent of liquidation preference | 120% | |||||||
Percentage of effective price of common stock sold to trigger conversion | 120% | |||||||
November 2023 Convertible Notes | Conversion under both Qualified Financing and Non-Qualified Financing | ||||||||
Debt | ||||||||
Debt convertible amount | $ 24,000,000 | |||||||
Percent of liquidation preference | 120% | |||||||
Minimum equity financing amount to be converted | 10,000,000 | |||||||
Percentage of effective price of common stock sold to trigger conversion | 75% | |||||||
Proceeds from issuance of convertible notes payable | $ 10,000,000 | |||||||
Delayed Draw Commitment | ||||||||
Debt | ||||||||
Right to issue additional convertible promissory notes | $ 6,000,000 | |||||||
Proceeds from issuance of convertible notes payable | $ 2,000,000 | $ 1,000,000 | $ 3,000,000 |
Debt - February 2024 Convertibl
Debt - February 2024 Convertible Notes (Details) - February 2024 Convertible Notes - Adagio Medical Inc - USD ($) | 6 Months Ended | |
Feb. 13, 2024 | Jun. 30, 2024 | |
Debt | ||
Principal amount | $ 7,000,000 | |
Interest rate | 8% | |
Outstanding notes | $ 7,000,000 | |
Interest | $ 200,000 | |
Conversion upon termination of the Transaction and prior to a Qualified Financing. | ||
Debt | ||
Debt convertible amount | $ 24,000,000 | |
Percent of liquidation preference | 120% | |
Conversion under both Qualified Financing and Non-Qualified Financing | ||
Debt | ||
Debt convertible amount | $ 24,000,000 | |
Percent of liquidation preference | 120% | |
Minimum equity financing amount to be converted | $ 10,000,000 | |
Percentage of effective price of common stock sold to trigger conversion | 75% |
Debt - New Adagio Convertible N
Debt - New Adagio Convertible Notes (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 13, 2024 | Dec. 31, 2023 |
Debt | ||
Debt term | 3 years 9 months | |
Adagio Medical Inc | ||
Debt | ||
Exercise price | $ 7.97 | |
New Adagio Convertible Notes | Convert Warrants | Adagio Medical Inc | ||
Debt | ||
Principal amount | $ 20 | |
Interest rate | 13% | |
Shares called by per each warrant | 1 | |
Exercise price | $ 24 | |
Debt term | 3 years 9 months |
Debt - May 2024 Convertible Not
Debt - May 2024 Convertible Notes (Details) - May 2024 Convertible Notes - Adagio Medical Inc - USD ($) $ in Millions | 6 Months Ended | |
May 21, 2024 | Jun. 30, 2024 | |
Debt | ||
Principal amount | $ 3 | |
Interest rate | 8% | |
Outstanding notes | $ 3 | |
Interest | $ 26.3 | |
Conversion upon termination of the Transaction and prior to a Qualified Financing. | ||
Debt | ||
Debt convertible amount | $ 24 | |
Percent of liquidation preference | 120% | |
Conversion under both Qualified Financing and Non-Qualified Financing | ||
Debt | ||
Debt convertible amount | $ 24 | |
Percent of liquidation preference | 120% | |
Minimum equity financing amount to be converted | $ 10 | |
Percentage of effective price of common stock sold to trigger conversion | 75% |
Debt - June 2024 Convertible No
Debt - June 2024 Convertible Notes (Details) - June 2024 Convertible Notes - Adagio Medical Inc - USD ($) $ in Millions | 6 Months Ended | |
Jun. 25, 2024 | Jun. 30, 2024 | |
Debt | ||
Principal amount | $ 2.5 | |
Interest rate | 8% | |
Outstanding notes | $ 2.5 | |
Interest | $ 2.7 | |
Conversion upon termination of the Transaction and prior to a Qualified Financing. | ||
Debt | ||
Debt convertible amount | $ 24 | |
Percent of liquidation preference | 120% | |
Conversion under both Qualified Financing and Non-Qualified Financing | ||
Debt | ||
Debt convertible amount | $ 24 | |
Percent of liquidation preference | 120% | |
Minimum equity financing amount to be converted | $ 10 | |
Percentage of effective price of common stock sold to trigger conversion | 75% |
Debt - SVB Term Loan (Details)
Debt - SVB Term Loan (Details) - Adagio Medical Inc - USD ($) | 6 Months Ended | 12 Months Ended | ||
Feb. 03, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Debt | ||||
Warrant liabilities | $ 417,000 | $ 78,000 | ||
Silicon Valley Bank Term Loan | ||||
Debt | ||||
Principal amount | $ 2,000,000 | |||
Interest rate | 7% | |||
Variable interest rate | 1.50% | |||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | us-gaap:PrimeRateMember | |||
Warrant liabilities | $ 35,600 | |||
Unamortized debt discount | 19,400 | |||
Minimum required equity financing | 40,000,000 | |||
Outstanding principal | 1,900,000 | |||
Interest | 200,000 | |||
SVB Intial Term Loan | ||||
Debt | ||||
Principal amount | 3,000,000 | |||
SVB Subsequent Term Loan | ||||
Debt | ||||
Principal amount | $ 2,000,000 | 2,000,000 | ||
Unamortized debt discount | 9,700 | 19,400 | ||
Outstanding principal | 1,000,000 | $ 2,000,000 | ||
Interest | $ 78,300 | $ 100 | ||
Initial warrants | ||||
Debt | ||||
Shares issued | 32,720 | |||
Warrant liabilities | $ 28,500 | |||
Additional warrants | ||||
Debt | ||||
Shares issued | 16,360 | |||
Warrant liabilities | $ 7,100 |
Warrants (Details)
Warrants (Details) - Adagio Medical Inc - $ / shares | 6 Months Ended | |||
Jun. 25, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Feb. 03, 2023 | |
Warrants | ||||
Exchange preferred stock for pre-funded warrants (shares) | (207,902) | |||
Exercise price | $ 7.97 | |||
SVB Warrants | ||||
Warrants | ||||
Exercise price | $ 7.97 | |||
Initial warrants | ||||
Warrants | ||||
Shares issued | 32,720 | |||
Additional warrants | ||||
Warrants | ||||
Shares issued | 16,360 | |||
Pre-funded Warrants | ||||
Warrants | ||||
Number of pre-funded warrants issued | 207,902 | |||
Exercise price | $ 0.001 | |||
Pre-funded Warrants | Series E Preferred Stock | ||||
Warrants | ||||
Shares issued | 207,902 | |||
Exchange preferred stock for pre-funded warrants (shares) | 207,902 | |||
Exercise price | $ 0.001 |
Operating Leases (Details)
Operating Leases (Details) - Adagio Medical Inc - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Option to extend the lease term | true | true | ||
Operating lease renewal term | 3 years | 3 years | ||
Quantitative information of operating leases | ||||
Operating cash flows paid for operating leases | $ 92 | $ 88 | $ 178 | $ 173 |
Weighted average remaining lease term (years) | 1 year 9 months 18 days | 1 year 10 months 24 days | 1 year 8 months 12 days | 2 years 2 months 12 days |
Weighted average discount rate | 8% | 8% | 8% | 8% |
Operating lease cost | $ 100 | $ 100 | $ 200 | $ 200 |
Variable lease cost | $ 0 | $ 0 | $ 0 | $ 0 |
Operating Leases - Future minim
Operating Leases - Future minimum payments (Details) - Adagio Medical Inc - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Six months ending December 31, 2024 | $ 79 | |
Year ending December 31, 2025 | 154 | $ 86 |
Year ending December 31, 2026 | 48 | 36 |
Total undiscounted future cash flows | 281 | 140 |
Less: imputed interest | (18) | (9) |
Total operating lease liability | $ 263 | $ 131 |
Mezzanine Equity and Stockhol_3
Mezzanine Equity and Stockholders' Deficit - Authorized Shares (Details) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 1,000 | 1,000 | |
Adagio Medical Inc | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Shares authorized | 11,534,892 | 11,534,892 | |
Common stock, shares authorized | 6,594,946 | 6,594,946 | 6,594,946 |
Convertible preferred stock, shares authorized | 4,939,946 | 4,939,946 | 4,939,946 |
Mezzanine Equity and Stockhol_4
Mezzanine Equity and Stockholders' Deficit - Convertible Preferred Stock (Details) - Adagio Medical Inc - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |||||
Jun. 25, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Mezzanine Equity and Stockholders' Deficit | ||||||
Exchange preferred stock for pre-funded warrants (shares) | (207,902) | |||||
Number of Shares Authorized | 4,939,946 | 4,939,946 | 4,939,946 | |||
Shares Issued | 4,732,044 | 4,939,946 | 4,939,946 | 4,939,946 | 4,939,946 | |
Shares Outstanding | 4,732,044 | 4,939,946 | 4,939,946 | |||
Carrying Value | $ 86,783 | $ 91,469 | $ 91,469 | $ 91,469 | $ 91,469 | |
Number of Common Stock Equivalent Shares | 4,732,044 | 4,939,946 | 4,939,946 | |||
Liquidation Preference | $ 86,936 | $ 91,637 | $ 91,637 | |||
Series A Preferred Stock Class | ||||||
Mezzanine Equity and Stockholders' Deficit | ||||||
Number of Shares Authorized | 270,856 | 270,856 | 270,856 | |||
Shares Issued | 270,856 | 270,856 | ||||
Shares Outstanding | 270,856 | 270,856 | ||||
Carrying Value | $ 2,500 | $ 2,500 | $ 2,500 | |||
Conversion Price Per Share | $ 9.23 | $ 9.23 | $ 9.23 | |||
Number of Common Stock Equivalent Shares | 270,856 | 270,856 | 270,856 | |||
Liquidation Preference | $ 2,500 | $ 2,500 | $ 2,500 | |||
Series B Preferred Stock Class | ||||||
Mezzanine Equity and Stockholders' Deficit | ||||||
Number of Shares Authorized | 815,730 | 815,730 | 815,730 | |||
Shares Issued | 815,730 | 815,730 | ||||
Shares Outstanding | 815,730 | 815,730 | ||||
Carrying Value | $ 10,626 | $ 10,626 | $ 10,626 | |||
Conversion Price Per Share | $ 13.04 | $ 13.04 | $ 13.04 | |||
Number of Common Stock Equivalent Shares | 815,730 | 815,730 | 815,730 | |||
Liquidation Preference | $ 10,637 | $ 10,637 | $ 10,637 | |||
Series C Preferred Stock Class | ||||||
Mezzanine Equity and Stockholders' Deficit | ||||||
Number of Shares Authorized | 981,596 | 981,596 | 981,596 | |||
Shares Issued | 981,596 | 981,596 | ||||
Shares Outstanding | 981,596 | 981,596 | ||||
Carrying Value | $ 15,988 | $ 15,988 | $ 15,988 | |||
Conversion Price Per Share | $ 16.30 | $ 16.30 | $ 16.30 | |||
Number of Common Stock Equivalent Shares | 981,596 | 981,596 | 981,596 | |||
Liquidation Preference | $ 16,000 | $ 16,000 | $ 16,000 | |||
Series D Preferred Stock Class | ||||||
Mezzanine Equity and Stockholders' Deficit | ||||||
Number of Shares Authorized | 992,064 | 992,064 | 992,064 | |||
Shares Issued | 992,064 | 992,064 | ||||
Shares Outstanding | 992,064 | 992,064 | ||||
Carrying Value | $ 19,990 | $ 19,990 | $ 19,990 | |||
Conversion Price Per Share | $ 20.16 | $ 20.16 | $ 20.16 | |||
Number of Common Stock Equivalent Shares | 992,064 | 992,064 | 992,064 | |||
Liquidation Preference | $ 20,000 | $ 20,000 | $ 20,000 | |||
Series E Preferred Stock Class | ||||||
Mezzanine Equity and Stockholders' Deficit | ||||||
Number of preferred stocks extinguished | 207,902 | |||||
Number of Shares Authorized | 1,879,700 | 1,879,700 | 1,879,700 | |||
Shares Issued | 1,671,798 | 1,879,700 | ||||
Shares Outstanding | 1,671,798 | 1,879,700 | ||||
Carrying Value | $ 37,679 | $ 42,365 | $ 42,365 | |||
Conversion Price Per Share | $ 22.61 | $ 22.61 | $ 22.61 | |||
Number of Common Stock Equivalent Shares | 1,671,798 | 1,879,700 | 1,879,700 | |||
Liquidation Preference | $ 37,799 | $ 42,500 | $ 42,500 | |||
Series E Preferred Stock Class | Pre-funded Warrants | ||||||
Mezzanine Equity and Stockholders' Deficit | ||||||
Exchange preferred stock for pre-funded warrants (shares) | 207,902 |
Mezzanine Equity and Stockhol_5
Mezzanine Equity and Stockholders' Deficit - Preferred Stock-Dividends (Details) - Adagio Medical Inc - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Mezzanine Equity and Stockholders' Deficit | |||
Preferred stock dividends (in percent) | 8% | 8% | |
Preferred stock, dividends declared | $ 0 | $ 0 | $ 0 |
Common stock, dividends declared | 0 | 0 | $ 0 |
Series A Preferred Stock Class | |||
Mezzanine Equity and Stockholders' Deficit | |||
Original issue price | 9.23 | 9.23 | |
Series B Preferred Stock Class | |||
Mezzanine Equity and Stockholders' Deficit | |||
Original issue price | 13.04 | 13.04 | |
Series C Preferred Stock Class | |||
Mezzanine Equity and Stockholders' Deficit | |||
Original issue price | 16.30 | 16.30 | |
Series D Preferred Stock Class | |||
Mezzanine Equity and Stockholders' Deficit | |||
Original issue price | 20.16 | 20.16 | |
Series E Preferred Stock Class | |||
Mezzanine Equity and Stockholders' Deficit | |||
Original issue price | $ 22.61 | $ 22.61 |
Mezzanine Equity and Stockhol_6
Mezzanine Equity and Stockholders' Deficit - Voting Rights, Conversion Rights and Protective Provisions (Details) - Adagio Medical Inc $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 USD ($) item $ / shares shares | Dec. 31, 2023 USD ($) item $ / shares shares | Dec. 31, 2022 $ / shares | |
Mezzanine Equity and Stockholders' Deficit | |||
Minimum shares of common stock converted from preferred stock | shares | 1,000,000 | 1,000,000 | |
Number of directors elected by holders of preferred stock | item | 4 | 4 | |
Number of directors elected by holders of common stock | item | 1 | 1 | |
Aggregate gross proceeds | $ | $ 75 | $ 75 | |
Public offering price per share | $ 67.83 | $ 67.83 | |
Threshold number of preferred stock outstanding | shares | 1,000,000 | 1,000,000 | |
Threshold percentage of voting by preferred stockholders | 70% | 70% | |
Threshold common stock convertible by Series E convertible preferred stock | shares | 500,000 | 500,000 | |
Series A Preferred Stock Class | |||
Mezzanine Equity and Stockholders' Deficit | |||
Initial conversion price | $ 9.23 | $ 9.23 | $ 9.23 |
Conversion price after adjustment | 9.23 | 9.23 | |
Series B Preferred Stock Class | |||
Mezzanine Equity and Stockholders' Deficit | |||
Initial conversion price | 13.04 | 13.04 | 13.04 |
Conversion price after adjustment | 13.04 | 13.04 | |
Series C Preferred Stock Class | |||
Mezzanine Equity and Stockholders' Deficit | |||
Initial conversion price | 16.30 | 16.30 | 16.30 |
Conversion price after adjustment | 16.30 | 16.30 | |
Series D Preferred Stock Class | |||
Mezzanine Equity and Stockholders' Deficit | |||
Initial conversion price | 20.16 | 20.16 | 20.16 |
Conversion price after adjustment | 20.16 | 20.16 | |
Series E Preferred Stock Class | |||
Mezzanine Equity and Stockholders' Deficit | |||
Initial conversion price | 22.61 | 22.61 | $ 22.61 |
Conversion price after adjustment | $ 22.61 | $ 22.61 |
Mezzanine Equity and Stockhol_7
Mezzanine Equity and Stockholders' Deficit - Common Stock (Details) - Adagio Medical Inc | Jun. 30, 2024 shares | Mar. 31, 2024 Vote | Dec. 31, 2023 Vote shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares |
Votes per share of common stock | Vote | 1 | 1 | |||
Conversion of preferred stock | 4,732,044 | 4,939,946 | 4,939,946 | ||
Stock options issued and outstanding under the 2012 and 2022 Plan | 742,409 | 747,001 | 619,527 | 585,044 | |
Common shares available for future grant under the 2012 and 2022 Plan | 31,604 | 27,012 | 160,155 | ||
Common stock reserved for future issuance | 5,506,057 | 5,713,959 | 5,719,628 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - Adagio Medical Inc | 1 Months Ended | ||||
Apr. 30, 2022 shares | Apr. 30, 2022 item shares | Apr. 30, 2022 shares | Apr. 30, 2022 employee shares | Jan. 31, 2011 shares | |
Stock-Based Compensation | |||||
Expected dividend yield | 0% | ||||
2012 Plan | |||||
Stock-Based Compensation | |||||
Maximum number of shares that can be granted | 1,255,000 | ||||
Maximum term | 10 years | ||||
2022 Plan | |||||
Stock-Based Compensation | |||||
Maximum number of shares that can be granted | 203,855 | 203,855 | 203,855 | 203,855 | |
Maximum term | 10 years | ||||
Number of non employees whose performance obligation were deemed to be immaterial | 2 | 2 | |||
Vesting period | 4 years | ||||
2022 Plan | Stock options | |||||
Stock-Based Compensation | |||||
Maximum term | 10 years | ||||
Vesting period | 4 years |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - Adagio Medical Inc - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of shares | ||||
Beginning balance (shares) | 747,001 | 619,527 | 585,044 | |
Forfeited (shares) | (4,592) | (22,357) | (23,350) | |
Ending balance (shares) | 742,409 | 747,001 | 619,527 | 585,044 |
Vested and expected to vest (shares) | 723,710 | 718,003 | ||
Vested and exercisable (shares) | 537,222 | 444,839 | ||
Weighted Average Exercise Price | ||||
Beginning balance (in dollars per share) | $ 6.17 | $ 6.73 | $ 6.41 | |
Forfeited (in dollars per share) | 4.76 | 6.94 | 4.65 | |
Ending balance (in dollars per share) | 6.18 | 6.17 | $ 6.73 | $ 6.41 |
Vested and expected to vest (in dollars per share) | 6.20 | 6.19 | ||
Vested and exercisable (in dollars per share) | $ 6.45 | $ 6.47 | ||
Weighted Average Remaining Contractual Life (in years) | ||||
Weighted Average Remaining Contractual Life (in years) | 6 years 11 months 12 days | 7 years 5 months 12 days | 7 years 10 months 13 days | 8 years 7 months 24 days |
Vested and expected to vest | 6 years 11 months 1 day | 7 years 4 months 28 days | ||
Vested and exercisable | 6 years 5 months 19 days | 6 years 9 months | ||
Aggregate Intrinsic Value [Abstract] | ||||
Beginning balance | $ 72 | $ 252 | $ 912 | |
Ending balance | 4 | 72 | $ 252 | $ 912 |
Vested and expected to vest | 4 | 72 | ||
Vested and exercisable | $ 4 | $ 71 | ||
Stock option exercises (in shares) | 0 | 5,669 | 11,217 | |
Fair value of awards vested | $ 200 | $ 400 | $ 400 | |
Unrecognized compensation cost | $ 400 | $ 700 | ||
Unrecognized compensation cost, Recognition, weighted-average period | 2 years | 2 years 3 months 18 days |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Based Compensation Expense (Details) - Adagio Medical Inc - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Stock-Based Compensation | ||||
Total stock-based compensation | $ 221 | $ 204 | $ 442 | $ 365 |
Selling, general and administrative | ||||
Stock-Based Compensation | ||||
Total stock-based compensation | 192 | 176 | 384 | 318 |
Research and development | ||||
Stock-Based Compensation | ||||
Total stock-based compensation | $ 29 | $ 28 | $ 58 | $ 47 |
Net Loss Per Common Share - Com
Net Loss Per Common Share - Computation of basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders - basic (in shares) | 1 | 1 | 1 | |||
Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders - diluted (in shares) | 1 | 1 | 1 | |||
Net loss per share attributable to common stockholders - basic (in dollars per share) | $ (5,000) | $ (713,794) | $ (2,134,199) | |||
Net loss per share attributable to common stockholders - diluted (in dollars per share) | $ (5,000) | $ (713,794) | $ (2,134,199) | |||
Adagio Medical Inc | ||||||
Net loss attributable to common stockholders | $ (14,478) | $ (17,824) | $ (38,146) | $ (23,673) | ||
Net loss attributable to common stockholders | $ (14,478) | $ (17,824) | $ (38,146) | $ (23,673) | ||
Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders - basic (in shares) | 779,908 | 758,942 | 759,814 | 751,568 | ||
Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders - diluted (in shares) | 779,908 | 758,942 | 759,814 | 751,568 | ||
Net loss per share attributable to common stockholders - basic (in dollars per share) | $ (18.56) | $ (23.49) | $ (50.20) | $ (31.50) | ||
Net loss per share attributable to common stockholders - diluted (in dollars per share) | $ (18.56) | $ (23.49) | $ (50.20) | $ (31.50) |
Net Loss Per Common Share - Pot
Net Loss Per Common Share - Potentially dilutive securities were excluded from the computation of diluted net loss per share calculations (Details) - Adagio Medical Inc - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Net Loss Per Common Share | ||||
Total | 5,523,533 | 5,701,972 | 5,736,027 | 5,559,473 |
Convertible preferred stock | ||||
Net Loss Per Common Share | ||||
Total | 4,732,044 | 4,939,946 | 4,939,946 | 4,939,946 |
Stock options | ||||
Net Loss Per Common Share | ||||
Total | 742,409 | 712,946 | 747,001 | 619,527 |
Common stock warrants | ||||
Net Loss Per Common Share | ||||
Total | 49,080 | 49,080 | 49,080 |
Income Taxes (Details)
Income Taxes (Details) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Adagio Medical Inc | ||
Effective tax rate for the company's operations | 0% | 0% |
Related Party Transactions (Det
Related Party Transactions (Details) - Adagio Medical Inc | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 USD ($) item | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) item | Dec. 31, 2022 USD ($) | Oct. 27, 2022 USD ($) | |
October 2022 Convertible Notes | |||||
Related Party Transactions | |||||
Principal amount | $ 9,500,000 | $ 9,500,000 | |||
Related Party | Fjord | Shared Services Agreement | |||||
Related Party Transactions | |||||
Amount of transaction | $ 800,000 | $ 600,000 | $ 1,400,000 | 1,100,000 | |
Related Party | Fjord | Sub-lease of office and manufacturing space | |||||
Related Party Transactions | |||||
Amount of transaction | $ 25,500 | $ 50,900 | $ 100,000 | $ 100,000 | |
Office and manufacturing space | item | 4,992 | 4,992 | |||
Related Party | Fjordinvest | October 2022 Convertible Notes | |||||
Related Party Transactions | |||||
Principal amount | $ 500,000 |
Subsequent Events (Details)_2
Subsequent Events (Details) - USD ($) | Jul. 31, 2024 | Jul. 23, 2024 | Jun. 30, 2024 | Feb. 13, 2024 |
Adagio Medical Inc | ||||
Subsequent Events | ||||
Preferred stock, par value | $ 0.001 | |||
February 2024 Convertible Notes | Adagio Medical Inc | ||||
Subsequent Events | ||||
Principal amount | $ 7,000,000 | |||
Interest rate | 8% | |||
Outstanding notes | $ 7,000,000 | |||
Subsequent event | ||||
Subsequent Events | ||||
Preferred stock, par value | $ 0.001 | |||
Subsequent event | Adagio Medical Holdings, Inc. | ||||
Subsequent Events | ||||
Amount of funds raised | $ 84,200,000 | |||
Subsequent event | July 2024 Convertible Notes | Adagio Medical Inc | ||||
Subsequent Events | ||||
Principal amount | $ 1,000,000 | |||
Interest rate | 8% | |||
Subsequent event | Bridge Financing | Adagio Medical Holdings, Inc. | ||||
Subsequent Events | ||||
Amount of funds raised | 29,500,000 | |||
Subsequent event | Bridge Financing | Adagio Medical Holdings, Inc. | Convertible Debt | ||||
Subsequent Events | ||||
Amount of funds raised | $ 7,000,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||||||
Total assets | ||||||
Current liabilities | ||||||
Total liabilities | 5,000 | 5,000 | ||||
Stockholders' deficit | ||||||
Common stock, $0.001 par value; 6,594,946 shares authorized as of December 31, 2023 and December 31, 2022; 767,174 shares and 762,762 shares issued as of December 31, 2023 and December 31, 2022, respectively; 779,908 shares and 756,160 shares outstanding as of December 31, 2023 and December 31, 2022, respectively | 0 | 0 | ||||
Additional paid-in capital | 2,134,199 | 0 | ||||
Accumulated deficit | (2,139,199) | (5,000) | ||||
Total stockholders' deficit | (5,000) | $ (5,000) | (5,000) | |||
Total liabilities, convertible preferred stock, and stockholders' deficit | 0 | 0 | ||||
Adagio Medical Inc | ||||||
Current assets | ||||||
Cash and cash equivalents | 2,045,000 | 1,383,000 | $ 5,547,000 | |||
Accounts receivable, net | 167,000 | 71,000 | ||||
Inventory, net | 4,062,000 | 3,322,000 | 367,000 | |||
Prepaid expenses | 182,000 | 232,000 | 291,000 | |||
Other current assets | 180,000 | 177,000 | 527,000 | |||
Total current assets | 6,636,000 | 5,185,000 | 6,732,000 | |||
Property and equipment, net | 1,154,000 | 1,487,000 | 1,647,000 | |||
Right-of-use assets, net | 260,000 | 130,000 | 292,000 | |||
Other assets | 19,000 | 23,000 | 26,000 | |||
Total assets | 8,069,000 | 6,825,000 | 8,697,000 | |||
Current liabilities | ||||||
Accounts payable | 5,580,000 | 3,830,000 | 1,011,000 | |||
Accrued liabilities | 3,429,000 | 3,048,000 | 2,157,000 | |||
Operating lease liabilities, current | 140,000 | 79,000 | 163,000 | |||
Convertible notes payables, current | 50,955,000 | 37,986,000 | 9,500,000 | |||
Warrant liabilities | 417,000 | 78,000 | ||||
Term loan, current | 990,000 | 1,695,000 | ||||
Accrued transaction costs | 145,000 | 444,000 | ||||
Other accrued liabilities | 3,000,000 | 1,572,000 | 137,000 | |||
Total current liabilities | 64,656,000 | 48,732,000 | 12,968,000 | |||
Operating lease liabilities, long-term | 121,000 | 52,000 | 134,000 | |||
Term loan, long-term | 143,000 | |||||
Other long-term liabilities | 6,000 | 8,000 | 3,000 | |||
Total liabilities | 64,783,000 | 48,935,000 | 13,105,000 | |||
Commitments and contingencies (Note 10) | ||||||
Convertible preferred stock, $0.001 par value; 4,939,946 shares authorized as of June 30, 2024 and December 31, 2023; 4,732,044 shares and 4,939,946 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively, with aggregate liquidation preference of $86,936 and $91,637 as of June 30, 2024 and December 31, 2023, respectively | 86,783,000 | 91,469,000 | $ 91,469,000 | 91,469,000 | $ 91,469,000 | |
Stockholders' deficit | ||||||
Common stock, $0.001 par value; 6,594,946 shares authorized as of December 31, 2023 and December 31, 2022; 767,174 shares and 762,762 shares issued as of December 31, 2023 and December 31, 2022, respectively; 779,908 shares and 756,160 shares outstanding as of December 31, 2023 and December 31, 2022, respectively | 1,000 | 1,000 | 1,000 | |||
Additional paid-in capital | 6,163,000 | 1,608,000 | 1,153,000 | |||
Accumulated other comprehensive income | 22,000 | 17,000 | 28,000 | |||
Accumulated deficit | (149,683,000) | (135,205,000) | (97,059,000) | |||
Total stockholders' deficit | (143,497,000) | (133,579,000) | $ (113,492,000) | (95,877,000) | $ (72,618,000) | |
Total liabilities, convertible preferred stock, and stockholders' deficit | $ 8,069,000 | $ 6,825,000 | $ 8,697,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | 1,000 | 1,000 | |||
Common stock, shares issued | 1 | 1 | |||
Common stock, shares outstanding | 1 | ||||
Adagio Medical Inc | |||||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||
Convertible preferred stock, shares authorized | 4,939,946 | 4,939,946 | 4,939,946 | ||
Convertible preferred stock, shares issued | 4,732,044 | 4,939,946 | 4,939,946 | 4,939,946 | 4,939,946 |
Convertible preferred stock, shares outstanding | 4,732,044 | 4,939,946 | 4,939,946 | ||
Convertible preferred stock, liquidation preference value | $ 86,936 | $ 91,637 | $ 91,637 | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized | 6,594,946 | 6,594,946 | 6,594,946 | ||
Common stock, shares issued | 786,782 | 786,510 | 762,762 | ||
Common stock, shares outstanding | 780,180 | 779,908 | 756,160 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Dec. 31, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cost of revenue and operating expenses: | |||||||
Loss from operations | $ (5,000) | ||||||
Other income (expense) | |||||||
Net loss | $ (5,000) | $ (713,794) | $ (1,420,405) | $ (2,134,199) | |||
Other comprehensive income (loss): | |||||||
Basic net loss per common share (in dollars per share) | $ (5,000) | $ (713,794) | $ (2,134,199) | ||||
Diluted net loss per common share (in dollars per share) | $ (5,000) | $ (713,794) | $ (2,134,199) | ||||
Basic weighted average shares outstanding (in shares) | 1 | 1 | 1 | ||||
Diluted weighted average shares outstanding (in shares) | 1 | 1 | 1 | ||||
Adagio Medical Inc | |||||||
Revenue | $ 280,000 | $ 181,000 | $ 300,000 | $ 189,000 | |||
Cost of revenue and operating expenses: | |||||||
Cost of revenue | 1,224,000 | 719,000 | 1,306,000 | 875,000 | |||
Research and development | 6,334,000 | 9,207,000 | 15,399,000 | 17,855,000 | |||
Selling, general and administrative | 8,196,000 | 3,783,000 | 11,537,000 | 5,372,000 | |||
Total cost of revenue and operating expenses | 15,754,000 | 13,709,000 | 28,242,000 | 24,102,000 | |||
Loss from operations | (15,474,000) | (13,528,000) | (27,942,000) | (23,913,000) | |||
Other income (expense) | |||||||
Convertible notes fair value adjustment | 2,531,000 | (3,649,000) | (8,486,000) | ||||
Warrant liabilities fair value adjustment | 14,000 | (60,000) | (42,000) | ||||
Interest expense | (1,514,000) | (597,000) | (1,659,000) | (137,000) | |||
Interest income | 3,000 | 3,000 | 39,000 | ||||
Other (expense) income, net | (38,000) | 10,000 | (20,000) | 338,000 | |||
Total other income (expense), net | 996,000 | (4,296,000) | (10,204,000) | 240,000 | |||
Net loss | (14,478,000) | (17,824,000) | (38,146,000) | (23,673,000) | |||
Other comprehensive income (loss): | |||||||
Foreign currency translation adjustment | 5,000 | (5,000) | (11,000) | 24,000 | |||
Comprehensive loss | $ (14,473,000) | $ (17,829,000) | $ (38,157,000) | $ (23,649,000) | |||
Basic net loss per common share (in dollars per share) | $ (18.56) | $ (23.49) | $ (50.20) | $ (31.50) | |||
Diluted net loss per common share (in dollars per share) | $ (18.56) | $ (23.49) | $ (50.20) | $ (31.50) | |||
Basic weighted average shares outstanding (in shares) | 779,908 | 758,942 | 759,814 | 751,568 | |||
Diluted weighted average shares outstanding (in shares) | 779,908 | 758,942 | 759,814 | 751,568 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit - USD ($) | Common Stock Adagio Medical Inc | Common Stock | Additional Paid-in Capital Adagio Medical Inc | Additional Paid-in Capital | Accumulated Deficit Adagio Medical Inc | Accumulated Deficit | Accumulated Other Comprehensive Income Adagio Medical Inc | Adagio Medical Inc | Total |
Beginning Balance at Dec. 31, 2021 | $ 91,469,000 | ||||||||
Beginning Balance (in shares) at Dec. 31, 2021 | 4,939,946 | ||||||||
Ending Balance at Dec. 31, 2022 | $ 91,469,000 | ||||||||
Ending Balance (in shares) at Dec. 31, 2022 | 4,939,946 | ||||||||
Beginning Balance at Dec. 31, 2021 | $ 1,000 | $ 763,000 | $ (73,386,000) | $ 4,000 | $ (72,618,000) | ||||
Beginning Balance (in shares) at Dec. 31, 2021 | 745,193 | ||||||||
Increase (Decrease) in Stockholders' Deficit | |||||||||
Foreign currency translation adjustment | 24,000 | 24,000 | |||||||
Stock option exercises | 25,000 | $ 25,000 | |||||||
Stock option exercises (in shares) | 10,967 | 11,217 | |||||||
Stock-based compensation | 365,000 | $ 365,000 | |||||||
Net loss | (23,673,000) | (23,673,000) | |||||||
Ending Balance at Dec. 31, 2022 | $ 1,000 | 1,153,000 | (97,059,000) | 28,000 | $ (95,877,000) | ||||
Ending Balance (in shares) at Dec. 31, 2022 | 756,160 | 762,762 | |||||||
Beginning Balance at Dec. 31, 2022 | $ 91,469,000 | ||||||||
Beginning Balance (in shares) at Dec. 31, 2022 | 4,939,946 | ||||||||
Ending Balance at Jun. 30, 2023 | $ 91,469,000 | ||||||||
Ending Balance (in shares) at Jun. 30, 2023 | 4,939,946 | ||||||||
Beginning Balance at Dec. 31, 2022 | $ 1,000 | 1,153,000 | (97,059,000) | 28,000 | $ (95,877,000) | ||||
Beginning Balance (in shares) at Dec. 31, 2022 | 756,160 | 762,762 | |||||||
Increase (Decrease) in Stockholders' Deficit | |||||||||
Foreign currency translation adjustment | (5,000) | $ (5,000) | |||||||
Stock option exercises | 10,000 | 10,000 | |||||||
Stock option exercises (in shares) | 4,758 | ||||||||
Stock-based compensation | 204,000 | 204,000 | |||||||
Net loss | (17,824,000) | (17,824,000) | |||||||
Ending Balance at Jun. 30, 2023 | $ 1,000 | 1,367,000 | (114,883,000) | 23,000 | (113,492,000) | ||||
Ending Balance (in shares) at Jun. 30, 2023 | 760,918 | ||||||||
Beginning Balance at Dec. 31, 2022 | $ 91,469,000 | ||||||||
Beginning Balance (in shares) at Dec. 31, 2022 | 4,939,946 | ||||||||
Ending Balance at Dec. 31, 2023 | $ 91,469,000 | ||||||||
Ending Balance (in shares) at Dec. 31, 2023 | 4,939,946 | ||||||||
Beginning Balance at Dec. 31, 2022 | $ 1,000 | 1,153,000 | (97,059,000) | 28,000 | $ (95,877,000) | ||||
Beginning Balance (in shares) at Dec. 31, 2022 | 756,160 | 762,762 | |||||||
Increase (Decrease) in Stockholders' Deficit | |||||||||
Foreign currency translation adjustment | (11,000) | $ (11,000) | |||||||
Stock option exercises | 13,000 | $ 13,000 | |||||||
Stock option exercises (in shares) | 23,748 | 5,669 | |||||||
Stock-based compensation | 442,000 | $ 442,000 | |||||||
Net loss | (38,146,000) | (38,146,000) | |||||||
Ending Balance at Dec. 31, 2023 | $ 1,000 | $ 0 | 1,608,000 | $ 0 | (135,205,000) | $ (5,000) | 17,000 | $ (133,579,000) | $ (5,000) |
Ending Balance (in shares) at Dec. 31, 2023 | 779,908 | 1 | 786,510 | 1 | |||||
Ending Balance at Jun. 30, 2023 | $ 91,469,000 | ||||||||
Ending Balance (in shares) at Jun. 30, 2023 | 4,939,946 | ||||||||
Ending Balance at Jun. 30, 2023 | $ 1,000 | 1,367,000 | (114,883,000) | 23,000 | $ (113,492,000) | ||||
Ending Balance (in shares) at Jun. 30, 2023 | 760,918 | ||||||||
Ending Balance at Dec. 31, 2023 | $ 91,469,000 | ||||||||
Ending Balance (in shares) at Dec. 31, 2023 | 4,939,946 | ||||||||
Beginning Balance at Dec. 18, 2023 | $ 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Deficit | |||||||||
Net loss | 0 | 0 | (5,000) | $ (5,000) | |||||
Ending Balance at Dec. 31, 2023 | $ 1,000 | $ 0 | 1,608,000 | 0 | (135,205,000) | (5,000) | 17,000 | $ (133,579,000) | $ (5,000) |
Ending Balance (in shares) at Dec. 31, 2023 | 779,908 | 1 | 786,510 | 1 | |||||
Increase (Decrease) in Stockholders' Deficit | |||||||||
Net loss | (1,420,405) | $ (1,420,405) | |||||||
Ending Balance at Mar. 31, 2024 | 1,420,405 | (1,425,405) | (5,000) | ||||||
Ending Balance (in shares) at Mar. 31, 2024 | 1 | ||||||||
Beginning Balance at Dec. 31, 2023 | $ 91,469,000 | ||||||||
Beginning Balance (in shares) at Dec. 31, 2023 | 4,939,946 | ||||||||
Ending Balance at Jun. 30, 2024 | $ 86,783,000 | ||||||||
Ending Balance (in shares) at Jun. 30, 2024 | 4,732,044 | ||||||||
Beginning Balance at Dec. 31, 2023 | $ 1,000 | $ 0 | 1,608,000 | 0 | (135,205,000) | (5,000) | 17,000 | $ (133,579,000) | $ (5,000) |
Beginning Balance (in shares) at Dec. 31, 2023 | 779,908 | 1 | 786,510 | 1 | |||||
Increase (Decrease) in Stockholders' Deficit | |||||||||
Foreign currency translation adjustment | 5,000 | $ 5,000 | |||||||
Stock option exercises | 2,000 | $ 2,000 | |||||||
Stock option exercises (in shares) | 272 | 0 | |||||||
Stock-based compensation | 221,000 | $ 221,000 | |||||||
Net loss | (14,478,000) | (14,478,000) | $ (2,134,199) | ||||||
Ending Balance at Jun. 30, 2024 | $ 1,000 | 6,163,000 | 2,134,199 | (149,683,000) | (2,139,199) | 22,000 | $ (143,497,000) | $ (5,000) | |
Ending Balance (in shares) at Jun. 30, 2024 | 780,180 | 1 | 786,782 | 1 | |||||
Ending Balance at Jun. 30, 2024 | $ 86,783,000 | ||||||||
Ending Balance (in shares) at Jun. 30, 2024 | 4,732,044 | ||||||||
Beginning Balance at Mar. 31, 2024 | 1,420,405 | (1,425,405) | $ (5,000) | ||||||
Beginning Balance (in shares) at Mar. 31, 2024 | 1 | ||||||||
Increase (Decrease) in Stockholders' Deficit | |||||||||
Net loss | (713,794) | (713,794) | |||||||
Ending Balance at Jun. 30, 2024 | $ 1,000 | $ 6,163,000 | $ 2,134,199 | $ (149,683,000) | $ (2,139,199) | $ 22,000 | $ (143,497,000) | $ (5,000) | |
Ending Balance (in shares) at Jun. 30, 2024 | 780,180 | 1 | 786,782 | 1 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | |||||
Net loss | $ (5,000) | $ (2,134,199) | |||
Net change in operating assets and liabilities | |||||
Accrued liabilities | 5,000 | ||||
Net cash used in operating activities | 0 | ||||
Cash flows from financing activities | |||||
Increase / (Decrease) in cash and cash equivalents | 0 | 0 | |||
Cash and cash equivalents, beginning of period | 0 | 0 | |||
Cash and cash equivalents, end of period | 0 | 0 | $ 0 | ||
Adagio Medical Inc | |||||
Cash flows from operating activities | |||||
Net loss | (14,478,000) | $ (17,824,000) | (38,146,000) | $ (23,673,000) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 587,000 | 264,000 | 532,000 | 495,000 | |
Non-cash operating lease expense | 83,000 | 78,000 | 159,000 | 147,000 | |
Stock-based compensation | 221,000 | 204,000 | 442,000 | 365,000 | |
Provision for inventory impairment | 41,000 | (16,000) | 25,000 | (76,000) | |
Amortization of term loan discount | (10,000) | (6,000) | 16,000 | ||
Loss on disposal of property and equipment | 58,000 | 3,000 | |||
Change in fair value of convertible notes payables | (2,531,000) | 3,649,000 | 8,486,000 | ||
Change in fair value of warrant liabilities | (14,000) | 60,000 | 42,000 | ||
Net change in operating assets and liabilities | |||||
Accounts receivable, net | (99,000) | (77,000) | (70,000) | 33,000 | |
Inventories, net | (788,000) | 128,000 | (2,976,000) | 35,000 | |
Prepaid expenses and other current assets | 45,000 | 410,000 | 410,000 | (320,000) | |
Accounts payable | 1,750,000 | 230,000 | 2,821,000 | 436,000 | |
Accrued liabilities | 386,000 | (99,000) | 886,000 | 157,000 | |
Accrued transaction costs | (299,000) | 403,000 | 444,000 | ||
Other accrued liabilities | 1,428,000 | 501,000 | 1,435,000 | 137,000 | |
Operating lease liabilities | (84,000) | (79,000) | (161,000) | (146,000) | |
Other long-term liabilities | (2,000) | ||||
Net cash used in operating activities | (13,684,000) | (12,162,000) | (25,652,000) | (22,412,000) | |
Cash flows from investing activities | |||||
Purchases of property and equipment | (337,000) | (195,000) | (333,000) | (492,000) | |
Proceeds from sale of property and equipment | 2,000 | ||||
Purchases of software | (7,000) | (7,000) | (10,000) | ||
Net cash used in investing activities | (337,000) | (202,000) | (340,000) | (500,000) | |
Cash flows from financing activities | |||||
Proceeds from exercise of common stock options | 18,000 | 18,300 | 25,400 | ||
Proceeds from issuance of convertible notes payables | 15,500,000 | 7,000,000 | 20,000,000 | 9,500,000 | |
Proceeds from term loan | (3,000,000) | 3,000,000 | |||
Repayment of term loan | (857,000) | (286,000) | (1,143,000) | ||
Net cash provided by financing activities | 14,643,000 | 9,732,000 | 21,875,000 | 9,525,000 | |
Effect of foreign currency translation on cash and cash equivalents | 40,000 | (18,000) | (47,000) | 81,000 | |
Increase / (Decrease) in cash and cash equivalents | 662,000 | (2,650,000) | (4,164,000) | (13,306,000) | |
Cash and cash equivalents, beginning of period | 1,383,000 | 5,547,000 | 5,547,000 | 18,853,000 | |
Cash and cash equivalents, end of period | $ 1,383,000 | 2,045,000 | 2,897,000 | 1,383,000 | $ 5,547,000 |
Supplemental disclosures of cash flow information: | |||||
Cash paid for interest | $ 76,000 | 89,000 | 208,000 | ||
Supplemental schedule of non-cash financing activities: | |||||
Amount of term loan proceeds allocated to warrant liabilities | $ 36,000 | $ 36,000 |
Organization and Description _4
Organization and Description of Business | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Organization and Description of Business | Note 1 — Organization and Description of Business Adagio Medical, Inc. and its wholly-owned subsidiary (collectively, the “Company”) is a medical technology company focused on the development and commercialization of ablation technologies for the treatment of cardiac arrhythmias, including atrial fibrillation, atrial flutter, and ventricular tachycardia. The Company’s technologies center on ultra-low temperature cryoablation (“ULTC”) and pulsed field cryoablation (“PFCA”), designed to produce durable, contiguous, transmural lesions anywhere in the heart using the Company’s proprietary consoles, catheters, and stylets. The Company received CE Marking in Europe for its iCLAS™ Cryoablation System and VT Cryoablation System in June 2020 and March 2024, respectively, and has commercially launched in the EU. The Company has not launched commercially in the U.S. but is working towards obtaining the necessary regulatory approvals to do so. The Company was incorporated in the state of Delaware on January 18, 2011, and is headquartered in Laguna Hills, California. Adagio Medical GmbH was formed in March 2020 and is a wholly-owned subsidiary that provides direct sales, distribution, marketing services, and clinical trial management in Europe. On February 13, 2024, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company (“ARYA”), Aja HoldCo, Inc., a Delaware corporation (“ListCo”), Aja Merger Sub 1, a Cayman Islands exempted company (“ARYA Merger Sub”), the Company, and Aja Merger Sub 2, Inc., a Delaware corporation (“Company Merger Sub”) entered into the business combination agreement (“Business Combination Agreement”) pursuant to which (i) ARYA Merger Sub will be merged with and into ARYA (the “ARYA Merger”), with ARYA surviving the ARYA Merger as a direct wholly-owned subsidiary of ListCo and (ii) Company Merger Sub will be merged with and into Adagio (the “Adagio Merger” and, together with the ARYA Merger, the “Mergers”), with Adagio surviving the Adagio Merger as a direct wholly-owned subsidiary of ListCo (the “Business Combination”). In connection with the consummation of the Business Combination, ListCo will change its name to “Adagio Medical Holdings, Inc.” (“New Adagio”). The Business Combination closed on July 31, 2024. See Note 16-Subsequent Events Liquidity and Going Concern The Company has limited revenue and has incurred operating losses and negative cash flows from operations since its inception and anticipates that it will continue to do so for at least the next several years. As of June 30, 2024 and December 31, 2023, the Company had cash and cash equivalents of $2.0 million and $1.4 million, respectively. For the six months ended June 30, 2024 and 2023, net losses were $14.5 million and $17.8 million, respectively, and net cash used in operating activities was $13.7 million and $12.2 million, respectively. As of June 30, 2024 and December 31, 2023, the Company had an accumulated deficit of $149.7 million and $135.2 million, respectively, and working capital deficit of $58.0 million and $43.5 million, respectively. Management does not believe the Company’s current cash and cash equivalents are sufficient to fund operations for at least the next 12 months from the issuance date of the condensed consolidated financial statements. Management believes that this raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to mitigate the conditions and events that raise substantial doubt about its ability to continue as a going concern entity by (i) pursuing a public offering of its common stock or in a business combination (the “SPAC transaction”) with a Special Purpose Acquisition Company (the “SPAC”) to obtain additional capital and align the Company’s long-term operating strategy (refer to the Business Combination in Note 1-Organization and Description of Business On July 31, 2024, the Company announced the closing of its previously announced Business Combination with the Company and ListCo (the “Closing”) (see Note 1). As of July 31, 2024, substantial doubt about our ability to continue as a going concern was alleviated due to the closing of a business combination. Strategic Realignment of Resources and Corporate Restructuring On December 1, 2023, the Company’s management approved a strategic realignment of resources and corporate restructuring (the “RIF”) designed to reallocate capital, conformant to its business focus for the next two years. As part of the RIF, the Company initiated a reduction in its current workforce of 20 employees, representing approximately 19% of the Company’s employees, which was completed on December 15, 2023. In compliance with the Worker Adjustment and Retraining Notification Act, the Company has provided termination notices to affected employees and government authorities if required. The Company made no payment for severance or related benefit costs. The Company made no payment of retention bonuses. | Note 1 — Organization and Description of Business Adagio Medical, Inc. and its wholly-owned subsidiary (the “Company”) is a medical technology company focused on the development and commercialization of ablation technologies for the treatment of cardiac arrhythmias, including atrial fibrillation, atrial flutter, and ventricular tachycardia. The Company’s technologies center on ultra-low temperature cryoablation (“ULTC”) and pulsed field cryoablation (“PFCA”), designed to produce durable, contiguous, transmural lesions anywhere in the heart using the Company’s proprietary consoles, catheters, and stylets. The Company received CE Marking in Europe for its iCLAS™ Cryoablation System in June 2020 and has commercially launched in the EU. The Company has not launched commercially in the U.S. but is working towards obtaining the necessary regulatory approvals to do so. The Company was incorporated in the state of Delaware on January 18, 2011, and is headquartered in Laguna Hills, California. Adagio Medical GmbH was formed in March 2020 and is a wholly-owned subsidiary that provides direct sales, distribution, marketing services, and clinical trial management in Europe. Liquidity and Going Concern The Company has limited revenue and has incurred operating losses and negative cash flows from operations since its inception and anticipates that it will continue to do so for at least the next several years. As of December 31, 2023 and 2022, the Company had cash and cash equivalents of $1.4 million and $5.5 million, respectively. For the years ended December 31, 2023 and 2022, net losses were $38.1 million and $23.7 million, respectively, and net cash used in operating activities was $25.7 million and $22.4 million, respectively. As of December 31, 2023 and 2022, the Company had an accumulated deficit of $135.2 million and $97.1 million, respectively, and working capital deficit of $43.5 million and $6.2 million, respectively. Management does not believe the Company’s current cash and cash equivalents are sufficient to fund operations for at least the next 12 months from the issuance date of the consolidated financial statements. Management believes that this raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to mitigate the conditions and events that raise substantial doubt about its ability to continue as a going concern entity by (i) pursuing a public offering of its common stock or in a business combination (the “SPAC transaction”) with a Special Purpose Acquisition Company (the “SPAC”) to obtain additional capital and align the Company’s long-term operating strategy (refer to Note 16-Subsequent Events If the Company is unable to maintain sufficient financial resources, its business, financial condition, and results of operations will be materially and adversely affected. The Company may be required to delay, limit, reduce or terminate its product discovery and development activities or future commercialization efforts. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include adjustments that might result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. Strategic Realignment of Resources and Corporate Restructuring On December 1, 2023, the Company’s management approved a strategic realignment of resources and corporate restructuring (the “RIF”) designed to reallocate capital, conformant to its business focus for the next two years. As part of the RIF, the Company initiated a reduction in its current workforce of 20 employees, representing approximately 19% of the Company’s employees, which was completed on December 15, 2023. In compliance with the Worker Adjustment and Retraining Notification Act, the Company has provided termination notices to affected employees and government authorities if required. The Company made no payment for severance or related benefit costs. The Company made no payment of retention bonuses. |
Summary of Significant Accou_22
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Unaudited Interim Financial Information The accompanying interim condensed consolidated balance sheet as of June 30, 2024, the condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2024 and 2023, the condensed consolidated statements of convertible preferred stock and stockholders’ deficit, and the condensed consolidated statements of cash flows for the six months ended June 30, 2024 and 2023, and the related footnote disclosures are unaudited. These unaudited interim financial statements have been prepared in accordance with U.S. GAAP and, in management’s opinion, on a basis consistent with the audited financial statements and reflect all adjustments which only include normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of June 30, 2024 and its results of operations and comprehensive loss for the six months ended June 30, 2024 and 2023, and cash flows for the six months ended June 30, 2024 and 2023. The results for the six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or any other interim period. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new standard at the time private companies adopt the new or revised standard. Principles of Consolidation The condensed consolidated financial statements include the accounts of Adagio Medical, Inc. and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates and Assumptions The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and disclosures of contingent assets and liabilities. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue and expenses that are not readily apparent from other sources. Actual results could differ from those estimates. Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates as one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less from the date of purchase, including its money market account, to be cash equivalents. All of the Company’s cash equivalents have liquid markets. Cash deposits held in accounts at each United States financial institution are insured up to $0.25 million by the Federal Deposit Insurance Corporation (“FDIC”). Cash deposits held in accounts at each European Union financial institution are insured up to €0.1 million by the Deposit Guarantee Scheme. The Company maintains its cash in bank deposit accounts that, at times, may exceed the stated insured limits. Any loss incurred or lack of access to uninsured funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. Management does not expect any losses on such accounts. Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents. The Company deposits its cash and cash equivalents with major financial institutions; however, at times, deposits may exceed the amount of insurance provided. The Company has not experienced any losses on its deposits since inception. As of June 30, 2024, $1.2 million of the Company’s cash was held with Silicon Valley Bank (“SVB”), and exceeded federally insured limits. On March 10, 2023, Silicon Valley Bank was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. On March 12, 2023, the Secretary of the Treasury, the chair of the Federal Reserve Board and the chairman of the FDIC released a joint statement related to the FDIC’s resolution of the Silicon Valley Bank receivership, which provided that all depositors would have access to all their money starting March 13, 2023. As of the issuance date of these financial statements, all cash deposited by the Company with SVB, now a division of First Citizens Bank and Trust Company, has been accessible by the Company. Revenue Recognition The Company generates product revenue primarily from the sale of cryoablation catheters, stylets, esophageal warming balloons, and other accessories (collectively, the “Consumables”) used with the Company’s cryoablation consoles (“Consoles”). The Company sells its products directly to hospitals and medical centers. To a lesser extent, the Company also generates lease revenue from the implied rental of Consoles loaned to customers at no charge. The Company accounts for revenue earned from contracts with customers under ASC 606, Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer. ● Step 2: Identify the performance obligations in the contract. ● Step 3: Determine the transaction price. ● Step 4: Allocate the transaction price to the performance obligations in the contract. ● Step 5: Recognize revenue when, or as, the company satisfies a performance obligation. The Company’s customer contracts generally have performance obligations that contain deliverables consisting of the Consumables and may also include Consoles loaned to customers. The Company evaluates each promise within a multiple-performance obligation arrangement to determine whether it represents a distinct performance obligation. The primary performance obligations in the Company’s customer arrangements from which it derives revenue is the sale of the Consumables. When the Company loans the Console to the customer, it retains title to the Console at all times and does not require minimum purchase commitments from the customer related to any Consumables. In such cases, the Company invoices the customer for the Consumables based on customer orders received. Over time, the Company expects to recover the cost of the loaned Console through the customer’s continued purchasing and use of additional Consumables. For these reasons, the Company has determined that part of the arrangement consideration for the Consumables is an implied rental payment for use of the Console. Therefore, the Company allocates the arrangement consideration between the lease components (i.e., the Console) and non-lease components (i.e., the Consumables) based on the relative estimated standalone selling price of each distinct performance obligation consistent with ASC 842, Leases Revenue from sales to customers of the Consumables is classified as revenue in the Company’s condensed consolidated statements of operations and comprehensive loss. The delivery of the Consumables are performance obligations satisfied at a point in time, when the control of the goods is transferred to the customer (i.e., FOB Shipping Point). Revenue is recognized when control is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for the product. Other Revenue Considerations Revenue is reported net of sales tax. The Company has made the accounting policy election not to recognize a separate performance obligation for the shipment of products to the customer but to account for it as fulfillment cost. The Company’s contracts primarily include fixed consideration. The Company only includes estimated variable amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Customers are generally required to pay within 30 days. Any incremental costs to obtain contracts are recorded as selling, general and administrative expense as incurred due to the short duration of the Company’s contracts. The Company does not assess whether promised goods or services are performance obligations if they are deemed immaterial in the context of the contract with the customer. Additionally, the Company does not assess whether a contract has a significant financing component if the expectation at contract inception is that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. For the six months ended June 30, 2024 and 2023, revenue was generated only from European markets. Inventory Inventory consists of raw materials, work-in-process, and finished products and is valued at the lower of cost or net realizable value. The method by which that amounts are removed from the inventory is first-in first-out (“FIFO”). Cost may include materials, labor, and manufacturing overhead. The carrying value of inventory is reviewed for potential impairment whenever indicators suggest that the cost of inventory exceeds the carrying value and management adjusts the inventory to its net realizable value. The Company also periodically evaluates inventory for estimated losses from excess quantities and obsolescence and writes down the cost of inventory to net realizable value at the time such determinations are made. Net realizable value is determined using the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose. Inventory used in research and development activities is expensed when incurred. Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets, generally three Property and equipment includes equipment that is loaned to customers and located at customer premises. The Company retains ownership of the equipment held for evaluation by customers and has the right to remove the equipment if it is not being utilized according to expectations. Concentrations The Company had two suppliers exceed 10.0% of total accounts payable as of June 30, 2024, representing 82.0% of accounts payable. As of December 31, 2023, the Company had three suppliers exceed 10.0% of total accounts payable, representing 71.6% of accounts payable. The Company’s five and ten largest suppliers accounted for approximately 45.3% and 55.0%, respectively, of the Company’s expenditures for the six months ended June 30, 2024. The Company’s five and ten largest suppliers accounted for approximately 29.2% and 37.6%, respectively, of the Company’s expenditures for the six months ended June 30, 2023. Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment and finite-lived intangible assets, for impairment annually or whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss is recognized when the asset’s carrying value exceeds the total undiscounted cash flows expected from its use and eventual disposition. The amount of the impairment loss is determined as the excess of the carrying value of the asset over its fair value. For the six months ended June 30, 2024 and 2023, the Company determined that there was no impairment of long-lived assets. Foreign Currency Translation and Transactions The assets, liabilities, and results of operations of Adagio Medical GmbH are recorded using the Euro as the designated functional currency, which is the currency of the primary economic environment in which Adagio Medical GmbH operates. Consequently, transactions in currencies other than Euro are measured and recorded in Euro. Upon consolidation with the Company, its assets and liabilities are translated to U.S. Dollars at currency exchange rates as of the condensed consolidated balance sheet date and its revenues and expenses are translated at the weighted-average currency exchange rates during the applicable reporting periods. Translation adjustments resulting from the process of translating this entity’s financial statements are reported in accumulated other comprehensive income (loss) in the condensed consolidated balance sheets and foreign currency translation adjustment in the condensed consolidated statements of operations and comprehensive loss. Leases The Company accounts for its lease property under ASC 842. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the condensed consolidated balance sheets as both a right-of-use asset and a lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate, which is the rate for collateralized borrowings based on the current economic environment, current borrowings, value of leases, currency in which the lease obligation is satisfied, rate sensitivity, lease term and materiality. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset results in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. The Company determines whether a contract is or contains a lease at the inception of the contract. A contract will be deemed to be or contain a lease if the contract conveys the right to control and direct the use of identified property, plant, or equipment for a period of time in exchange for consideration. The Company generally must also have the right to obtain substantially all of the economic benefits from the use of the property, plant, and equipment. The Company uses the implicit rate in the lease agreement, when readily available, or its incremental borrowing rate as the basis to calculate the present value of future lease payments at lease commencement. The incremental borrowing rate represents the rate the Company would have to pay to borrow funds on a collateralize basis over a similar term and in a similar economic environment. In calculating the right-of-use asset and lease liability, the Company elected to combine lease and non-lease components for its real estate leases. The Company adopted the policy election to exclude short-term leases having initial terms of 12 months from the initial recognition provisions of ASC 842. Refer to Note 9—Operating Leases The Company’s implied rental agreements for its consoles qualify as operating leases and as such, revenue is recognized in accordance with ASC 842 , Leases Revenue from Contracts with Customers Cost of Revenue Cost of revenue includes raw materials, direct labor, manufacturing overhead, shipping and receiving costs and other less significant indirect costs related to the production of the Company’s products. Cost of revenue also includes the depreciation expense of Consoles loaned to the customers. Research and Development Research and development expenses consist primarily of salaries, consulting fees, and employee-related costs (including stock-based compensation) for personnel directly engaged in research and development activities, clinical trial expenses, equipment costs, material costs, allocated rent and facilities costs, and depreciation. Research and development expenses relating to possible future products are expensed as incurred. The Company also accrues and expenses costs for activities associated with clinical trials performed by third parties as incurred. Selling, General and Administrative Selling, general and administrative expenses consist primarily of salaries, and employee-related costs (including stock-based compensation) for personnel in executive, finance and other administrative functions, allocated rent and facilities costs, legal fees relating to intellectual property and corporate matters, professional fees for accounting and consulting services, marketing costs and insurance costs. The Company expenses all selling, general, and administrative costs as incurred. The incurred transaction costs are recorded in selling, general, and administrative costs. Accrued Transaction Costs In connection with the Business Combination, the Company accrued transaction costs, consisting primarily of legal, accounting and other professional fees, which were incurred and expensed as of June 30, 2024, but not yet paid. The accrued expenses are recorded in accrued transaction costs on the condensed consolidated balance sheets. Fair Value Measurements Fair value measurements are based on the premise that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy is used in determining the inputs for measuring fair value: ● Level 1—Quoted prices in active markets for identical assets or liabilities. ● Level 2—Observable inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. ● Level 3—Unobservable inputs which are supported by little or no market activity and consist of financial instruments valued using pricing models, discounted cash flow methodologies or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Management’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed, or initial amounts recorded may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange. The fair value of the convertible notes payable and warrant liabilities may be impacted by certain unobservable inputs, most significantly with regard to discount rates, expected volatility and historical and projected performance. Significant changes to these inputs in isolation could result in a significantly different fair value measurement. Fair Value Option for Convertible Notes As permitted under ASC 825, Financial Instruments 2023 Convertible Notes, February 2024 Convertible Notes, May 2024 Convertible Notes, and June 2024 Convertible Notes were expensed as incurred (i.e., not recognized as deferred costs). Refer to Note 3-Fair Value Measurements Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s unaudited consolidated condensed financial statements. Warrants The Company accounts for certain common stock warrants and pre-funded warrants outstanding as warrant liabilities at fair value, determined using the Black-Scholes option pricing model, on the condensed consolidated balance sheets in accordance with ASC 815, Derivatives and Hedging The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to a liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the condensed consolidated balance sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the condensed consolidated balance sheet date. Changes in fair value are recognized as warrant liabilities fair value adjustment in the condensed consolidated statements of operations and comprehensive loss. The liability is subject to re-measurement at the end of each reporting period. See Note 8-Warrants Term Loan The Company accounts for the term loan at residual value on the date of issuance. The expected life of the term loan is the contractual term ending on the maturity date. The Company classifies the term loan as current liabilities within twelve months of the maturity date or when otherwise due. Interest expense is recognized in the condensed consolidated statements of operations and comprehensive loss over the contractual term of the loan. See Note 7-Debt Convertible Preferred Stock The Company records convertible preferred stock at fair value on the dates of issuance, net of issuance costs. Upon the occurrence of certain events that are outside the Company’s control, including a deemed liquidation event, holders of the convertible preferred stock can cause redemption for cash. Each share of preferred stock would automatically be converted into shares of common stock at the then effective conversion rate immediately upon the earlier of (i) the election of the holders of a majority of the outstanding shares of preferred stock, voting as a separate class on an as-converted to common stock basis, or (ii) the closing of the sale of the Company’s common stock in a firm commitment, underwritten public offering registered under the Securities Act of 1933, as amended, with aggregate offering proceeds to the Company (before deduction for underwriters’ discounts and expenses relating to the issuance) of at least $75.0 million and a public offering price per share equal to at least $67.83 (subject to adjustments for stock dividends, splits, combinations and similar events). As the preferred stock is considered to be contingently redeemable, the preferred stock has been classified outside of permanent equity. The preferred stock will be accreted to its redemption value if the deemed liquidation events are considered probable of occurring. Stock-Based Compensation The Company recognizes compensation expense for all stock-based awards issued to employees and non-employees based on the estimated grant-date fair value, which is recognized as expense on a straight-line basis over the requisite service period. The Company has elected to recognize forfeitures as they occur. The fair value of stock options is determined using the Black-Scholes option-pricing model. The determination of fair value for stock-based awards on the date of grant using an option-pricing model requires management to make certain assumptions including expected volatility, expected term, risk-free interest rate and expected dividends in addition to the Company’s common stock valuation. Refer to Note 12-Stock-Based Compensation Due to the absence of an active market for the Company’s common stock, the Company utilized methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Audit and Accounting Practice Aid Series: Valuation of Privately Held Company Equity Securities Issued as Compensation Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company adopted ASU 2019-12, Simplifying the Accounting for Income Taxes To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. Refer to Note 14-Income Taxes | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new standard at the time private companies adopt the new or revised standard. Principles of Consolidation The consolidated financial statements include the accounts of Adagio Medical, Inc. and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates and Assumptions The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and disclosures of contingent assets and liabilities. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue and expenses that are not readily apparent from other sources. Actual results could differ from those estimates. Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates as one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less from the date of purchase, including its money market account, to be cash equivalents. All of the Company’s cash equivalents have liquid markets. Cash deposits held in accounts at each United States financial institution are insured up to $0.25 million by the Federal Deposit Insurance Corporation (“FDIC”). Cash deposits held in accounts at each European Union financial institution are insured up to €0.1 million by the Deposit Guarantee Scheme. The Company maintains its cash in bank deposit accounts that, at times, may exceed FDIC insured limits. Any loss incurred or lack of access to uninsured funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. Management does not expect any losses on such accounts. Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents. The Company deposits its cash and cash equivalents with major financial institutions; however, at times, deposits may exceed the amount of insurance provided. The Company has not experienced any losses on its deposits since inception. On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which immediately appointed the FDIC as receiver. SVB held $0.5 million of the Company’s cash and cash equivalents as of December 31, 2023. The Company’s full exposure was ultimately covered by the FDIC and no loss was incurred. Revenue Recognition The Company generates product revenue primarily from the sale of cryoablation catheters, stylets, esophageal warming balloons, and other accessories (collectively, the “Consumables”) used with the Company’s cryoablation consoles (“Consoles”). The Company sells its products directly to hospitals and medical centers. To a lesser extent, the Company also generates lease revenue from the implied rental of Consoles loaned to customers at no charge. The Company accounts for revenue earned from contracts with customers under ASC 606, Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer. ● Step 2: Identify the performance obligations in the contract. ● Step 3: Determine the transaction price. ● Step 4: Allocate the transaction price to the performance obligations in the contract. ● Step 5: Recognize revenue when, or as, the company satisfies a performance obligation. The Company’s customer contracts generally have performance obligations that contain deliverables consisting of the Consumables and may also include Consoles loaned to customers. The Company evaluates each promise within a multiple-performance obligation arrangement to determine whether it represents a distinct performance obligation. The primary performance obligations in the Company’s customer arrangements from which it derives revenue is the sale of the Consumables. When the Company loans the Console to the customer, it retains title to the Console at all times and does not require minimum purchase commitments from the customer related to any Consumables. In such cases, the Company invoices the customer for the Consumables based on customer orders received. Over time, the Company expects to recover the cost of the loaned Console through the customer’s continued purchasing and use of additional Consumables. For these reasons, the Company has determined that part of the arrangement consideration for the Consumables is an implied rental payment for use of the Console. Therefore, the Company allocates the arrangement consideration between the lease components (i.e., the Console) and non-lease components (i.e., the Consumables) based on the relative estimated standalone selling price of each distinct performance obligation consistent with ASC 842, Leases Revenue from sales to customers of the Consumables is classified as revenue in the Company’s consolidated statements of operations and comprehensive loss. The delivery of the Consumables are performance obligations satisfied at a point in time, when the control of the goods is transferred to the customer (i.e., FOB Shipping Point). Revenue is recognized when control is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for the product. Other Revenue Considerations Revenue is reported net of sales tax. The Company has made the accounting policy election not to recognize a separate performance obligation for the shipment of products to the customer but to account for it as fulfillment cost. The Company’s contracts primarily include fixed consideration. The Company only includes estimated variable amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Customers are generally required to pay within 30 days. Any incremental costs to obtain contracts are recorded as selling, general and administrative expense as incurred due to the short duration of the Company’s contracts. The Company does not assess whether promised goods or services are performance obligations if they are deemed immaterial in the context of the contract with the customer. Additionally, the Company does not assess whether a contract has a significant financing component if the expectation at contract inception is that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. For the years ended December 31, 2023 and 2022, revenue was generated only from European markets. Inventory Inventory consists of raw materials, work-in-process, and finished products and is valued at the lower of cost or net realizable value. The method by which that amounts are removed from the inventory is first-in first-out (“FIFO”). Cost may include materials, labor, and manufacturing overhead. The carrying value of inventory is reviewed for potential impairment whenever indicators suggest that the cost of inventory exceeds the carrying value and management adjusts the inventory to its net realizable value. The Company also periodically evaluates inventory for estimated losses from excess quantities and obsolescence and writes down the cost of inventory to net realizable value at the time such determinations are made. Net realizable value is determined using the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose. Inventory used in research & development activities are expensed when incurred. Property and Equipment Property and equipment are recorded at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets, generally three Property and equipment includes equipment that is loaned to customers and located at customer premises. The Company retains ownership of the equipment held for evaluation by customers and has the right to remove the equipment if it is not being utilized according to expectations. Concentrations The Company had three suppliers exceed 10.0% of total accounts payable as of December 31, 2023, representing 71.6% of accounts payable. As of December 31, 2022, the Company had one supplier exceed 10.0% of total accounts payable, representing 17.1% of accounts payable. The Company’s five and ten largest suppliers accounted for approximately 45.0% and 54.3%, respectively, of the Company’s expenditures for the year ended December 31, 2023. The Company’s five and ten largest suppliers accounted for approximately 23.0% and 31.8%, respectively, of the Company’s expenditures for the year ended December 31, 2022. Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment and finite-lived intangible assets, for impairment annually or whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss is recognized when the asset’s carrying value exceeds the total undiscounted cash flows expected from its use and eventual disposition. The amount of the impairment loss is determined as the excess of the carrying value of the asset over its fair value. For the years ended December 31, 2023 and 2022, the Company determined that there was no impairment of long-lived assets. Foreign Currency Translation and Transactions The assets, liabilities, and results of operations of Adagio Medical GmbH are recorded using the Euro as the designated functional currency, which is the currency of the primary economic environment in which Adagio Medical GmbH operates. Consequently, transactions in currencies other than Euro are measured and recorded in Euro. Upon consolidation with the Company, its assets and liabilities are translated to U.S. Dollars at currency exchange rates as of the balance sheet date and its revenues and expenses are translated at the weighted-average currency exchange rates during the applicable reporting periods. Translation adjustments resulting from the process of translating this entity’s financial statements are reported in accumulated other comprehensive income (loss) in the consolidated balance sheets and foreign currency translation adjustment in the consolidated statements of operations and comprehensive loss. Leases The Company accounts for its lease property under ASC 842. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheets as both a right-of-use asset and a lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate, which is the rate for collateralized borrowings based on the current economic environment, current borrowings, value of leases, currency in which the lease obligation is satisfied, rate sensitivity, lease term and materiality. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset results in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. The Company determines whether a contract is or contains a lease at the inception of the contract. A contract will be deemed to be or contain a lease if the contract conveys the right to control and direct the use of identified property, plant, or equipment for a period of time in exchange for consideration. The Company generally must also have the right to obtain substantially all of the economic benefits from the use of the property, plant, and equipment. The Company uses the implicit rate in the lease agreement, when readily available, or its incremental borrowing rate as the basis to calculate the present value of future lease payments at lease commencement. The incremental borrowing rate represents the rate the Company would have to pay to borrow funds on a collateralize basis over a similar term and in a similar economic environment. In calculating the right-of-use asset and lease liability, the Company elected to combine lease and non-lease components for its real estate leases. The Company adopted the policy election to exclude short-term leases having initial terms of 12 months from the initial recognition provisions of ASC 842. Refer to Note 9—Operating Leases The Company’s implied rental agreements for its consoles qualify as operating leases and as such, revenue is recognized in accordance with ASC 842 , Leases Revenue from Contracts with Customers Cost of Revenue Cost of revenue includes raw materials, direct labor, manufacturing overhead, shipping and receiving costs and other less significant indirect costs related to the production of the Company’s products. Cost of revenue also includes the depreciation expense of Consoles loaned to the customers. Research and Development Research and development expenses consist primarily of salaries, consulting fees, and employee-related costs (including stock-based compensation) for personnel directly engaged in research and development activities, clinical trial expenses, equipment costs, material costs, allocated rent and facilities costs, and depreciation. Research and development expenses relating to possible future products are expensed as incurred. The Company also accrues and expenses costs for activities associated with clinical trials performed by third parties as incurred. Selling, General and Administrative Selling, general and administrative consist primarily of salaries, and employee-related costs (including stock-based compensation) for personnel in executive, finance and other administrative functions, allocated rent and facilities costs, legal fees relating to intellectual property and corporate matters, professional fees for accounting and consulting services, marketing costs and insurance costs. The Company expenses all selling, general, and administrative costs as incurred. Accrued Transaction Costs In connection with the expected Transaction (as defined in Note 7-Debt Fair Value Measurements Fair value measurements are based on the premise that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy is used in determining the inputs for measuring fair value: ● Level 1—Quoted prices in active markets for identical assets or liabilities. ● Level 2—Observable inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. ● Level 3—Unobservable inputs which are supported by little or no market activity and consist of financial instruments valued using pricing models, discounted cash flow methodologies or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Management’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed, or initial amounts recorded may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange. The fair value of the convertible notes payable may be impacted by certain unobservable inputs, most significantly with regard to discount rates, expected volatility and historical and projected performance. Significant changes to these inputs in isolation could result in a significantly different fair value measurement. Fair Value Option for Convertible Notes As permitted under ASC 825, Financial Instruments Note 3-Fair Value Measurements Warrants The Company accounts for certain common stock warrants outstanding as warrant liabilities at fair value, determined using the Black-Scholes option pricing model, on the consolidated balance sheets in accordance with ASC 815, Derivatives and Hedging The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to a liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Changes in fair value are recognized as warrant liabilities fair value adjustment in the consolidated statements of operations and comprehensive loss. The liability is subject to re-measurement at the end of each reporting period. See Note 8-Warrants Term Loan The Company accounts for the term loan at residual value on the date of issuance. The expected life of the term loan is the contractual term ending on the maturity date. The Company classifies the term loan as current liabilities within twelve months of the maturity date or when otherwise due. Interest expense is recognized in the consolidated statements of operations and comprehensive loss over the contractual term of the loan. See Note 7-Debt Convertible Preferred Stock The Company records convertible preferred stock at fair value on the dates of issuance, net of issuance costs. Upon the occurrence of certain events that are outside the Company’s control, including a deemed liquidation event, holders of the convertible preferred stock can cause redemption for cash. Each share of preferred stock would automatically be converted into shares of common stock at the then effective conversion rate immediately upon the earlier of (i) the election of the holders of a majority of the outstanding shares of preferred stock, voting as a separate class on an as-converted to common stock basis, or (ii) the closing of the sale of the Company’s common stock in a firm commitment, underwritten public offering registered under the Securities Act of 1933, as amended, with aggregate offering proceeds to the Company (before deduction for underwriters’ discounts and expenses relating to the issuance) of at least $75.0 million and a public offering price per share equal to at least $67.83 (subject to adjustments for stock dividends, splits, combinations and similar events). As the preferred stock is considered to be contingently redeemable, the preferred stock has been classified outside of permanent equity. The preferred stock will be accreted to its redemption value if the deemed liquidation events are considered probable of occurring. Stock-Based Compensation The Company recognizes compensation expense for all stock-based awards issued to employees and non-employees based on the estimated grant-date fair value, which is recognized as expense on a straight-line basis over the requisite service period. The Company has elected to recognize forfeitures as they occur. The fair value of stock options is determined using the Black-Scholes option-pricing model. The determination of fair value for stock-based awards on the date of grant using an option-pricing model requires management to make certain assumptions including expected volatility, expected term, risk-free interest rate and expected dividends in addition to the Company’s common stock valuation. Refer to Note 12-Stock-Based Compensation Due to the absence of an active market for the Company’s common stock, the Company utilized methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Audit and Accounting Practice Aid Series: Valuation of Privately Held Company Equity Securities Issued as Compensation Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company adopted ASU 2019-12, Simplifying the Accounting for Income Taxes To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. Refer to Note 14-Income Taxes Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments - Credit Losses (Topic 326) |
Fair Value Measurements_2_3_4
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Fair Value Measurements | Note 5 — Fair Value Measurements Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. During the six months ended June 30, 2024, the Company entered into an Open Market Subscription Agreement and Non-Redemption Subscription Agreement, discussed in Note 4. The Company has concluded that the New Adagio Common Stock and PIPE Warrants and Non-Redeeming Shares and Warrants to be issued under certain of Open Market Subscription Agreements and Non-Redeeming Subscription Agreements that include an open market purchase and non-redemption obligation for Open Market Investors and Non-Redeeming Subscribed Investors qualify as equity under ASC 815-40 (“Derivatives and Hedging–Contracts in Entity’s Own Equity”); therefore, the Company will recognize the New Adagio Common Stock and PIPE Warrants to be issued under such Open Market Subscription Agreements and Non-Redeeming Subscription Agreements (such securities, the “Open Market PIPE Securities” and “Non-Redeeming Shares and Warrants”) by recording an entry to additional paid-in capital in stockholder’s deficit in its balance sheet and Open Market Subscription Agreement expense on its statement of operations. In accordance with ASC 815-40-30-1, the New Adagio Common Stock and PIPE Warrants and Non-Redeeming Shares and Warrants will be recorded and measured at fair value (i.e., most often representative of proceeds received for equity-linked instruments; however, when estimating the fair value of the New Adagio Common Stock and PIPE Warrants and Non-Redeeming Shares and Warrants, the Company has followed the guidance in ASC 820, “Fair Value Measurement.” In connection with Open Market Investor’s commitment to irrevocably subscribe for and agree to purchase from ListCo the number of Open Market PIPE Securities and Non-Redeeming Shares and Warrants set forth on the signature page of the applicable Open Market Subscription Agreements, on the terms and subject to the conditions set forth in such Open Market Subscription Agreements, which include, without limitation, the agreement not to redeem the Class A ordinary shares purchased in the open market prior to Closing, the Company will record an amount equal to the full fair value of the New Adagio Common Stock and PIPE Warrants to be issued to the Open Market PIPE Investor in connection with the Closing. The estimated amount of New Adagio Common Stock shares and PIPE Warrants to be issued on the Close of the Transaction, as of the inception of the Open Market Subscription agreements mentioned above, are 219,877 and 183,493, respectively. The estimated amount of Non-Redeeming Shares and Warrants to be issued on the Close of the Transaction, as of the inception of the Non-Redeeming Subscription Agreements mentioned above, are 76,681 and 166,160, respectively. To determine the fair value of the New Adagio Common Stock on inception, the Company used the following Level 3 inputs: February 13, 2024 Base Share Price $ 10.00 Adjusted per Share (1.2X Purchase Price Ratio) $ 8.33 Adjusted Share price $ 7.00 Probability of Closing 75.00 % Estimated fair value per Share at Closing $ 5.25 To determine the fair value of the PIPE Warrants on inception, the Company used the following Level 3 inputs: February 13, 2024 Base Share Price $ 7.00 Strike price, as defined in Subscription Agreement $ 10.00 Term (Months) 12.00 Average volatility rate 70.00 % Probability of Closing 75.00 % Estimated expected Warrant price $ 1.21 Estimated fair value per Warrant at Closing (1.2x Coverage Ratio) $ 1.45 To determine the fair value of the Non-Redeeming Subscription Agreement Shares on inception, the Company used the following Level 3 inputs: June 21, 2024 Base Share Price $ 10.00 Adjusted per Share (1.2X Purchase Price Ratio) $ 8.33 Adjusted Share price $ 7.08 Probability of Closing 95.00 % Estimated fair value per Share at Closing $ 6.73 To determine the fair value of the Non-Redeeming Subscription Agreement Warrants on inception, the Company used the following Level 3 inputs: June 21, 2024 Base Share Price $ 10.00 Strike price, as defined in Subscription Agreement $ 10.00 Term (Months) 12.00 Average volatility rate 70.00 Probability of Closing 95.00 % Estimated expected Warrant price $ 1.25 Estimated fair value per Warrant at Closing (1.2x Coverage Ratio) $ 1.19 During the six-month period ended June 30, 2024, the fair value of the instruments above was recorded in additional paid-in capital in stockholder’s deficit on the Company’s balance sheet and Subscription Agreement expense on its statement of operations was $2,134,199. | |
Adagio Medical Inc | ||
Fair Value Measurements | Note 3 — Fair Value Measurements The Company’s financial instruments include its money market accounts (included as part of cash and cash equivalents), accounts receivable, accounts payable, common stock warrant liabilities, pre-funded warrant liabilities, and convertible notes payables. The recorded carrying amounts of cash and equivalents, accounts receivable and accounts payable approximates fair value due to their short-term nature. The convertible notes, common stock warrant liabilities, and pre-funded warrant liabilities are carried at fair value. Assets and liabilities recognized at fair value on a recurring basis in the condensed consolidated balance sheets consists of cash equivalents, common stock warrant liabilities, pre-funded warrant liabilities, and convertible notes payables. These items are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following tables summarize the Company’s financial instruments at fair value based on the fair value hierarchy for each class of instrument (in thousands): June 30, 2024 (Unaudited) Level 1 Level 2 Level 3 Assets: Money market account $ 24 $ — $ — Liabilities: Convertible notes payables $ — $ — $ 50,955 Common stock warrant liabilities $ — $ — $ 64 Pre-funded warrant liabilities $ — $ — $ 353 December 31, 2023 Level 1 Level 2 Level 3 Assets: Money market account $ 24 $ — $ — Liabilities: Convertible notes payables $ — $ — $ 37,986 Common stock warrant liabilities $ — $ — $ 78 There were no transfers made among the three levels in the fair value hierarchy for the six months ended June 30, 2024 and for the year ended December 31, 2023. Convertible promissory notes On October 27, 2022, the Company entered into a note purchase agreement with investors for the issuance and sale of convertible promissory notes with an aggregate principal amount of $9.5 million at an interest rate of eight percent (8.0%) per annum. On April 4, 2023, November 28, 2023 and February 13, 2024, the October 2022 Convertible Notes were amended. Refer to Note 7-Debt On April 4, 2023, the Company issued a $5.0 million convertible promissory note that matures upon the termination of the Business Combination Agreement in accordance with its terms. The April 2023 Convertible Notes accrues simple interest at eight percent (8.0%) per annum. Additionally, the Company obtained the right to issue up to $10.0 million in additional convertible promissory notes. On February 13, 2023, November 28, 2023 and February 13, 2024, the April 2023 Convertible Notes were amended. As of June 30, 2024, the total of $15.0 million convertible promissory note has been drawn by the Company. Refer to Note 7-Debt On November 28, 2023, the Company issued a $2.0 million convertible promissory note that matures upon the termination of the Business Combination Agreement in accordance with its terms. The November 2023 Convertible Notes accrues simple interest at eight percent (8.0%) per annum. Additionally, the Company obtained the right to issue up to $6.0 million in additional convertible promissory notes (“Delayed Draw Commitment”). On December 13, 2023, December 28, 2023, and February 13, 2024, the November 2023 Convertible Notes were amended. As of June 30, 2024, the total of $8.0 million convertible promissory note has been drawn by the Company. Refer to Note 7-Debt On February 13, 2024, the Company issued a $7.0 million convertible promissory note that matures upon the termination of the Business Combination Agreement in accordance with its terms. The February 2024 Convertible Notes accrues simple interest at eight percent (8.0%) per annum. As of June 30, 2024, the total of $7.0 million convertible promissory note has been drawn by the Company. Refer to Note 7-Debt On May 21, 2024, the Company issued a $3.0 million convertible promissory note that matures upon the termination of the Business Combination Agreement in accordance with its terms. The May 2024 Convertible Notes accrues simple interest at eight percent (8.0%) per annum. As of June 30, 2024, the total of $3.0 million convertible promissory note has been drawn by the Company. Refer to Note 7-Debt On June 25, 2024, the Company issued a $2.5 million convertible promissory note that matures upon the termination of the Business Combination Agreement in accordance with its terms. The June 2024 Convertible Notes accrues simple interest at eight percent (8.0%) per annum. As of June 30, 2024, the total of $2.5 million convertible promissory note has been drawn by the Company. Refer to Note 7-Debt The Company measures the October 2022 Convertible Notes, the April 2023 Convertible Notes, the November 2023 Convertible Notes, the February 2024 Convertible Notes, the May 2024 Convertible Notes, and the June 2024 Convertible Notes (collectively, “Convertible Notes”) at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. Changes in the fair value of the Convertible Notes related to updated assumptions and estimates were recognized as convertible notes fair value adjustment within the condensed consolidated statements of operations and comprehensive loss. In determining the fair value of the Convertible Notes as of June 30, 2024, the Company applied the probability-weighted expected return method (“PWERM”). The PWERM determines the value of an instrument based upon an analysis of future values for the potential instrument payouts under different future outcomes. The instrument value is based upon the present value of the probability of each future outcome becoming available to the instrument holders, and the rights of each security. The Company calculated the estimated fair value of convertible promissory notes as of June 30, 2024 using the following assumptions: Expected Term Risk-Free As of June 30, 2024 (Unaudited) Discount rate (years) interest rate Volatility October 2022 Convertible Notes 38.70 % 0.04 5.50 % 385 % April 2023 Convertible Notes 31.90 % 0.04 5.50 % 385 % November 2023 Convertible Notes 31.90 % 0.04 5.50 % 385 % February 2024 Convertible Notes 31.90 % 0.04 5.50 % 385 % May 2024 Convertible Notes 31.90 % 0.04 5.50 % 385 % June 2024 Convertible Notes 31.90 % 0.04 5.50 % 385 % The following table presents changes in the Level 3 convertible promissory notes measured at fair value for the periods ended June 30, 2024 and December 31, 2023, respectively (in thousands): Balance Fair value Balance (beginning of measurement (end of Six months ended June 30, 2024 (Unaudited) period) Additions adjustments period) October 2022 Convertible Notes $ 13,469 $ — $ 617 $ 14,086 April 2023 Convertible Notes 15,385 — 650 $ 16,035 November 2023 Convertible Notes 9,312 3,000 (3,820) $ 8,312 February 2024 Convertible Notes — 7,000 (7) $ 6,993 May 2024 Convertible Notes — 3,000 26 $ 3,026 June 2024 Convertible Notes — 2,500 3 $ 2,503 Balance Fair value Balance (beginning of measurement (end of Year ended December 31, 2023 period) Additions adjustments period) October 2022 Convertible Notes $ 9,500 $ — $ 3,969 $ 13,469 April 2023 Convertible Notes — 15,000 385 $ 15,385 November 2023 Convertible Notes — 5,000 4,132 $ 9,312 Common Stock Warrant Liabilities The Company measured its common stock warrants at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. Changes in the fair value of the common stock warrants related to updated assumptions and estimates were recognized as warrant liabilities fair value adjustment within the condensed consolidated statements of operations and comprehensive loss. The Company calculated the estimated fair value of common stock warrant liabilities as of June 30, 2024, using the following assumptions: June 30, 2024 (Unaudited) Expected Volatility 115% - 385 % Risk Free rate 4.3% - 5.4 % Expected dividend yield 0.0 % Expected term (years) 0.3 - 8.6 The following table presents changes in the Level 3 warrant liabilities measured at fair value for the six months ended June 30, 2024 and year ended December 31, 2023, respectively (in thousands): Six months ended June 30, 2024 (Unaudited) Common Stock Warrant Liabilities Balance (beginning of period) $ 78 Additions — Fair value measurement adjustments (14) Balance (end of period) $ 64 Year ended December 31, 2023 Common Stock Warrant Liabilities Balance (beginning of year) $ — Additions 36 Fair value measurement adjustments 42 Balance (end of year) $ 78 Pre-funded Warrant Liabilities On June 25, 2024, the Company issued to certain investor the pre-funded warrants to purchase the Company’s Series E Preferred Stock, in exchange of the investor’s existing holding of Series E Preferred Stock. The exercise price of the pre-funded warrants is $0.001 per warrant share. The Company measured the pre-funded warrants at fair value based on the indicated fair value of Series E Preferred Stock, which is not observable in the market. The measurement caused the pre-funded warrant to be classified as Level 3 measurements within the fair value hierarchy. Changes in the fair value of the pre-funded warrants were recognized as warrant liabilities fair value adjustment within the condensed consolidated statements of operations and comprehensive loss. As of June 30, 2024, the Company estimated the fair value of Series E Preferred Stock by applying a conversion factor of 1.08 to the indicated fair value of Adagio common stock. Refer to Note 8-Warrants | Note 3 — Fair Value Measurements The Company’s financial instruments include its money market accounts (included as part of cash and cash equivalents), accounts receivable, accounts payable, common stock warrant liabilities, and convertible notes payables. The recorded carrying amounts of cash and equivalents, accounts receivable and accounts payable approximates fair value due to their short-term nature. The convertible notes and common stock warrant liabilities are carried at fair value. Assets and liabilities recognized at fair value on a recurring basis in the consolidated balance sheets consists of cash equivalents, common stock warrant liabilities, and convertible notes payables. These items are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following tables summarize the Company’s financial instruments at fair value based on the fair value hierarchy for each class of instrument (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Assets: Money market account $ 24 $ — $ — Liabilities: Convertible notes payables $ — $ — $ 37,986 Common stock warrant liabilities $ — $ — $ 78 December 31, 2022 Level 1 Level 2 Level 3 Assets: Money market account $ 90 $ — $ — Liabilities: Convertible notes payables $ — $ — $ 9,500 There were no transfers made among the three levels in the fair value hierarchy for the years ended December 31, 2023 and 2022. Convertible promissory notes On October 27, 2022, the Company entered into a note purchase agreement with investors for the issuance and sale of convertible promissory notes with an aggregate principal amount of $9.5 million at an interest rate of eight percent (8.0%) per annum. On April 4, 2023 and November 28, 2023, the October 2022 Convertible Notes were amended. Refer to Note 7-Debt On April 4, 2023, the Company issued a $5.0 million convertible promissory note that matures on the later of January 5, 2024, or the occurrence of certain events. The April 2023 Convertible Notes accrues simple interest at eight percent (8.0%) per annum. Additionally, the Company obtained the right to issue up to $10.0 million in additional convertible promissory notes available beginning one month after April 4, 2023 through the occurrence of an ARYA stockholder vote with regard to a transaction. On November 28, 2023, the April 2023 Convertible Notes were amended. Refer to Note 7-Debt On November 28, 2023, the Company issued a $2.0 million convertible promissory note that matures on the later of January 5, 2024, or the occurrence of certain events. The November 2023 Convertible Notes accrues simple interest at eight percent (8.0%) per annum. Additionally, the Company obtained the right to issue up to $6.0 million in additional convertible promissory notes (“Delayed Draw Commitment”) available beginning one month after November 28, 2023 through the occurrence of an ARYA stockholder vote with regard to a transaction. On December 13, 2023 and December 28, 2023, the November 2023 Convertible Notes were amended. Refer to Note 7-Debt The Company measures the October 2022 Convertible Notes, April 2023 Convertible Notes, and November 2023 Convertible Notes (collectively, “Convertible Notes”) at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. Changes in the fair value of the Convertible Notes related to updated assumptions and estimates were recognized as convertible notes fair value adjustment within the consolidated statements of operations and comprehensive loss. In determining the fair value of the Convertible Notes as of December 31, 2023, the Company applied the probability-weighted expected return method (“PWERM”). The PWERM determines the value of an instrument based upon an analysis of future values for the potential instrument payouts under different future outcomes. The instrument value is based upon the present value of the probability of each future outcome becoming available to the instrument holders, and the rights of each security. The Company calculated the estimated fair value of convertible promissory notes as of December 31, 2023 using the following assumptions: October 2022 Convertible Notes December 31, 2023 Discount rate 36.8 % Expected Term (years) 0.33 Risk-Free interest rate 5.4 % Volatility 110.0 % April 2023 Convertible Notes December 31, 2023 Discount rate 30.6 % Expected Term (years) 0.33 Risk-Free interest rate 5.4 % Volatility 110.0 % November 2023 Convertible Notes December 31, 2023 Discount rate 30.6 % Expected Term (years) 0.33 Risk-Free interest rate 5.4 % Volatility 110.0 % The following table presents changes in the Level 3 convertible promissory notes measured at fair value for the years ended December 31, 2023 and 2022, respectively (in thousands): October 2022 April 2023 November 2023 Year ended December 31, 2023 Convertible Notes Convertible Notes Convertible Notes Balance (beginning of year) $ 9,500 $ — $ — Additions — 15,000 5,000 Fair value measurement adjustments 3,969 385 4,132 Balance (end of year) $ 13,469 $ 15,385 $ 9,132 October 2022 Year ended December 31, 2022 Convertible Notes Balance (beginning of year) $ — Additions 9,500 Fair value measurement adjustments — Balance (end of year) $ 9,500 Common Stock Warrant Liabilities The Company measured its common stock warrants at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. Changes in the fair value of the common stock warrants related to updated assumptions and estimates were recognized as warrant liabilities fair value adjustment within the consolidated statements of operations and comprehensive loss. The Company calculated the estimated fair value of common stock warrant liabilities as of December 31, 2023, using the following assumptions: December 31, 2023 Expected Volatility 60%‑110% Risk Free rate 3.8%‑5.0% Expected dividend yield 0.0% Expected term (years) 0.8‑9.1 Year ended December 31, 2023 Common Stock Warrant Liabilities Balance (beginning of year) $ — Additions 36 Fair value measurement adjustments 42 Balance (end of year) $ 78 |
Inventory, net_2
Inventory, net | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Inventory, net | Note 4 — Inventory, net Inventory as of June 30, 2024 and December 31, 2023 consists of the following (in thousands): June 30, 2024 December 31, 2023 (Unaudited) Raw materials $ 2,450 $ 2,211 Work-in-Process 469 197 Finished goods 1,143 914 Total inventory $ 4,062 $ 3,322 Obsolete and expired inventory are expensed as incurred. Inventory is recorded net of obsolescence and manufacturing scrap of $0.3 million and $62.0 thousand for the six months ended June 30, 2024 and 2023. | Note 4 — Inventory, net Inventory as of December 31, 2023 and 2022 consists of the following (in thousands): December 31, 2023 December 31, 2022 Raw materials $ 2,211 $ — Work-in-Process 197 — Finished goods 914 367 Total inventory $ 3,322 $ 367 The raw materials are recorded of $2.2 million and nil, work-in-process of $0.2 million and nil, and finished goods of $0.9 million and $0.4 million, for the years ended December 31, 2023 and 2022, respectively. Obsolete and expired inventory are expensed as incurred. Inventory is recorded net of obsolescence and manufacturing scrap of $93.6 thousand and $0.3 million for the years ended December 31, 2023 and 2022, respectively. The Company currently has no work in process. |
Property and Equipment_2
Property and Equipment | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Property and Equipment | Note 5 — Property and Equipment The Company’s property and equipment, net, as of June 30, 2024 and December 31, 2023 consists of the following (in thousands): June 30, 2024 December 31, 2023 (Unaudited) Consoles $ 1,700 $ 1,565 Other machinery and equipment 905 772 Leasehold improvements 308 305 Tools and molds 230 221 Computer equipment 190 193 Demo equipment 66 66 Furniture and fixtures 49 49 Construction in process — 54 Vehicles 39 39 Total property, plant, and equipment 3,487 3,264 Less: accumulated depreciation (2,333) (1,777) Property and equipment, net $ 1,154 $ 1,487 Depreciation expense was $0.6 million and $0.3 million for the six months ended June 30, 2024 and 2023, respectively. | Note 5 — Property and Equipment The Company’s property and equipment, net, as of December 31, 2023 and 2022 consisted of the following (in thousands): December 31, 2023 December 31, 2022 Consoles $ 1,565 $ 1,266 Other machinery and equipment 772 731 Leasehold improvements 305 303 Tools and molds 221 221 Computer equipment 193 154 Demo equipment 66 66 Furniture and fixtures 49 53 Construction in process 54 54 Vehicles 39 39 Total property, plant, and equipment 3,264 2,887 Less: accumulated depreciation (1,777) (1,240) Property and equipment, net $ 1,487 $ 1,647 Depreciation expense was $0.5 million and $0.5 million for the years ended December 31, 2023 and 2022, respectively. |
Accrued Liabilities_2
Accrued Liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Accrued Liabilities | Note 6 — Accrued Liabilities The following table presents details of accrued liabilities as of June 30, 2024 and December 31, 2023 (in thousands): June 30, 2024 December 31, 2023 (Unaudited) Compensation and related expenses $ 2,467 $ 1,566 Research and development expenses 757 1,191 Other 205 291 Total accrued liabilities $ 3,429 $ 3,048 | Note 6 — Accrued Liabilities The following table presents details of accrued liabilities as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Compensation and related expenses $ 1,566 $ 1,229 Research and development expenses 1,191 846 Other 291 82 Total accrued liabilities $ 3,048 $ 2,157 |
Debt_2
Debt | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Debt | Note 7 — Debt Outstanding debt as of June 30, 2024 and December 31, 2023 consists of the following (in thousands): June 30, 2024 December 31, 2023 (Unaudited) October 2022 Convertible Notes measured at fair value $ 14,086 $ 13,469 April 2023 Convertible Notes measured at fair value 16,035 15,385 November 2023 Convertible Notes measured at fair value 8,312 9,132 February 2024 Convertible Notes measured at fair value 6,993 — May 2024 Convertible Notes measured at fair value 3,026 — June 2024 Convertible Notes measured at fair value 2,503 — SVB term loan 990 1,838 Total outstanding debt $ 51,945 $ 39,824 October 2022 Convertible Notes On October 27, 2022, the Company entered into the October 2022 Convertible Notes with investors for the issuance and sale of convertible promissory notes with an aggregate principal amount of $9.5 million at an interest rate of eight percent (8.0%) per annum. On April 4, 2023, the October 2022 Convertible Notes, which had an original maturity date of October 27, 2023, were amended to extend the maturity date to the latest of (i) January 5, 2024, (ii) termination of agreements between the Company and ARYA in connection with a non-binding summary of certain proposed terms and conditions of a potential business combination (the “Transaction”), or (iii) the termination or lapse of the exclusivity period as defined in the non-binding term sheet as mentioned above. The October 2022 Convertible Notes agreement was also amended to subordinate the October 2022 Convertible Notes to the April 2023 Convertible Notes (as described below) and provide for the conversion of all principals and accrued interest in respect of all the October 2022 Convertible Notes into shares of Series E Preferred Stock of the Company in connection with the Transaction. On November 28, 2023, the October 2022 Convertible Notes agreement was further amended to subordinate the October 2022 Convertible Notes to the April 2023 Convertible Notes and the November 2023 Convertible Notes (as described below). In addition, in the event of the consummation of the Transaction, all principal and accrued interest in respect of the October 2022 Convertible Notes shall be converted into shares of the Company’s common stock, when multiplied by the exchange ratio applicable to the Company’s common stock in the Transaction, will entitle the holder of this note to receive a number of shares of the same class of common stock that are issued in the Private Investment in Public Equity Financing (“PIPE Financing”) equal to the then outstanding principal amount and any accrued and unpaid interest under this note, divided by 75% of the effective price of each share of common stock sold in the PIPE Financing. In the event of the sale of equity securities in the Company’s next round of equity financing of at least $10.0 million (excluding conversion of the October 2022 Convertible Notes) prior to the maturity date (a “Qualified Financing”), all principal and accrued interest shall be converted into shares or units of the same class or series as are sold in the Qualified Financing. In the event of the sale of equity securities in the Company’s next round of equity financing prior to the maturity date that is not a Qualified Financing (“Non-Qualified Financing”), the notes will automatically convert into shares or units of the same class or series as are sold in such Non-Qualified Financing. For the conversion under both Qualified Financing and Non-Qualified Financing, the per share/unit conversion price for such equity securities shall be the lesser of (i) 75% of the average per share/unit price in such equity financing and (ii) an amount equal to $146.9 million divided by the number of fully diluted common stock (or unit) equivalents at the time of the Qualified Financing or Non-Qualified Financing. In the event that (i) or (ii) applies, the Company may create a sub-series of the preferred security on identical terms to the security issued in the Qualified Financing or Non-Qualified Financing, except that the aggregate liquidation preference of the sub-series will equal the total principal and accrued interest under the notes at the time of conversion. In the event there is no subsequent round of financing, the notes would become due and payable in accordance with the terms of the convertible note agreement. On February 13, 2024, the October 2022 Convertible Notes agreement was further amended to extend the maturity date to the termination of the Business Combination Agreement, and subordinate the October 2022 Convertible Notes to the April 2023 Convertible Notes, the November 2023 Convertible Notes, and February 2024 Convertible Notes (as described below). The total of $9.5 million principal was received by the Company as of December 31, 2022. As of June 30, 2024 and December 31, 2023, the principal amount outstanding was $9.5 million. For the six months ended June 30, 2024 and 2023, the interest expense was $0.4 million and $0.4 million, respectively. April 2023 Convertible Notes On April 4, 2023, the Company issued a $5.0 million convertible promissory note that matures on the latest of (i) January 5, 2024, (ii) termination of agreements between the Company and ARYA in connection with a non-binding summary of the Transaction, or (iii) the termination or lapse of the exclusivity period as defined in the non-binding term sheet as mentioned above. The April 2023 Convertible Notes accrues simple interest at eight percent (8.0%) per annum. Additionally, the Company obtained the right to issue up to $10.0 million in additional convertible promissory notes available beginning one month after April 4, 2023 through the occurrence of an ARYA stockholder vote with regard to a transaction. During the period from April 4, 2023 to December 31, 2023, the Company issued the additional $10.0 million. On November 28, 2023, the April 2023 Convertible Notes were amended to align certain terms of the April 2023 Convertible Notes with the November 2023 Convertible Notes. In the event of the consummation of the Transaction, this note shall automatically convert into the type of securities that are issued in the PIPE Financing in an amount equal to the then-outstanding principal amount and any accrued and unpaid interest, divided by the effective price of the securities sold in the PIPE Financing. Upon termination of the Transaction and prior to a Qualified Financing, all of the then-outstanding principal amount of this note and all other notes issued and any accrued and unpaid interest could be converted into an amount of shares of the Company’s Series E Preferred Stock equal to the to be converted principal amount and any accrued and unpaid interest divided by the price per share/unit equal to $24.0 million divided by the Company’s fully-diluted common stock equivalents at the time of the closing date of the conversion, provided that the Company shall cause the shares of Series E Preferred Stock issued upon conversion of this note to bear an aggregate liquidation preference amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. In the event of any sale of a new series or class of preferred equity securities by the Company following the termination of the Transaction with aggregate proceeds of at least $10.0 million (a “Qualified Financing”), the then-outstanding principal amount and any accrued and unpaid interest could be converted into either the Company’s Series E Preferred Stock, or the shares to be issued and sold in the Qualified Financing, in each case in an amount that is equal to (I) the to be converted principal amount and any accrued and unpaid interest divided by (II) the price per share/unit equal to the lesser of (aa) 75% of the per share/unit price in such Qualified Financing and (bb) an amount equal to $24.0 million divided by the number of fully-diluted common stock (or unit) equivalents at the time of the Qualified Financing. In the event that the preferred equity security issued in the Qualified Financing bears a liquidation preference less than 120%, the Company will create a sub-series of such preferred security on identical terms to the security issued in the Qualified Financing, except that the aggregate liquidation preference of such sub-series will be an amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. In the event that the Company liquidates, the Company shall immediately upon the consummation of the change-of-control transaction or the liquidation event and prior to any payment to the equity holders of the Company, pay to the investor an amount equal to the greater of 120% of the sum of (i) the then-outstanding principal amount and all accrued and unpaid interest hereunder plus (ii) all accrued and unpaid dividends owed to the investor or such amount if all then-outstanding principal amount and any accrued and unpaid interest had be converted into common stock. As of June 30, 2024 and December 31, 2023, the principal amount outstanding was $15.0 million. For the six months ended June 30, 2024 and 2023, the interest expense was $0.5 million and $0.1 million, respectively. November 2023 Convertible Notes On November 28, 2023, the Company issued to Perceptive Life Sciences Master Fund, Ltd. (“Perceptive PIPE Investor”) a $2.0 million convertible promissory note that matures on the latest of (i) January 5, 2024, (ii) termination of agreements between the Company and ARYA in connection with a non-binding summary of the Transaction, or (iii) the termination or lapse of the exclusivity period as defined in the non-binding term sheet as mentioned above. The November Convertible Notes accrues simple interest at eight percent (8.0%) per annum. Additionally, the Company obtained the right to issue up to $6.0 million of Delayed Draw Commitment. In the event of the consummation of the Transaction, this note shall automatically convert into the type of securities that are issued in the PIPE Financing in an amount equal to the then-outstanding principal amount and any accrued and unpaid interest, divided by the effective price of the securities sold in the PIPE Financing. Upon termination of the Transaction and prior to a Qualified Financing, all of the then-outstanding principal amount of this note and all other notes issued and any accrued and unpaid interest could be converted into an amount of shares of the Company’s Series E Preferred Stock equal to the to be converted principal amount and any accrued and unpaid interest divided by the price per share/unit equal to $24.0 million divided by the Company’s fully-diluted common stock equivalents at the time of the closing date of the conversion, provided that the Company shall cause the shares of Series E Preferred Stock issued upon conversion of this note to bear an aggregate liquidation preference amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. In the event of any sale of a new series or class of preferred equity securities by the Company following the termination of the Transaction with aggregate proceeds of at least $10.0 million (a “Qualified Financing”), the then-outstanding principal amount and any accrued and unpaid interest could be converted into either the Company’s Series E Preferred Stock, or the shares to be issued and sold in the Qualified Financing, in each case in an amount that is equal to (I) the to be converted principal amount and any accrued and unpaid interest divided by (II) the price per share/unit equal to the lesser of (aa) 75% of the per share/unit price in such Qualified Financing and (bb) an amount equal to $24.0 million divided by the number of fully-diluted common stock (or unit) equivalents at the time of the Qualified Financing. In the event that the preferred equity security issued in the Qualified Financing bears a liquidation preference less than 120%, the Company will create a sub-series of such preferred security on identical terms to the security issued in the Qualified Financing, except that the aggregate liquidation preference of such sub-series will be an amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. In December 2023, the November 2023 Convertible Notes were amended to permit the issuance of a Delayed Draw Commitment in the principal amount of $1.0 million and $2.0 million on December 13, 2023 and December 28, 2023, respectively. The combined $3.0 million convertible promissory notes were issued pursuant to the clause and terms in the November 2023 Convertible Notes agreement. As of June 30, 2024 and December 31, 2023, the principal amount outstanding was $8.0 million and $5.0 million, respectively. For the six months ended June 30, 2024, the interest expense was $0.3 million. February 2024 Convertible Notes On February 13, 2024, the Company issued to Perceptive PIPE Investor a principal of $7.0 million convertible promissory note that matures upon the termination of the Business Combination Agreement in accordance with its terms. The February 2024 Convertible Notes accrues simple interest at eight percent (8.0%) per annum. In the event of the consummation of the Transaction, effective upon the closing of the Transaction, the February 2024 Convertible Notes will automatically be cancelled (or transferred to New Adagio) in connection with the issuance of New Adagio Convertible Notes (as defined below) to Perceptive PIPE Investor, pursuant to, and in accordance with, the note purchase agreement and the Convertible Security Subscription Agreement (as defined below), dated February 13, 2024, by and among New Adagio, ARYA, the Company and Perceptive PIPE Investor. Any interest accrued on the principal amount will be forfeited in connection with a cancellation (or transfer of the February 2024 Convertible Notes to New Adagio). Upon termination of the Transaction and prior to a Qualified Financing (as defined below), all of the then-outstanding principal amount of this note and any accrued and unpaid interest could be converted into an amount of shares of the Company’s Series E Preferred Stock equal to the to be converted principal amount and any accrued and unpaid interest divided by the price per share/unit equal to $24.0 million divided by the Company’s fully-diluted common stock equivalents at the time of the closing date of the conversion, provided that the Company shall cause the shares of Series E Preferred Stock issued upon conversion of this note to bear an aggregate liquidation preference amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. In the event of any sale of a new series or class of preferred equity securities by the Company following the termination of the Transaction with aggregate proceeds of at least $10.0 million (excluding conversion of the October 2022 Convertible Notes, the April 2023 Convertible Notes, the November 2023 Convertible Notes, and the February 2024 Convertible Notes) (a “Qualified Financing”), the then-outstanding principal amount and any accrued and unpaid interest could be converted into either the Company’s Series E Preferred Stock, or the shares to be issued and sold in the Qualified Financing, in each case in an amount that is equal to (I) the to be converted principal amount and any accrued and unpaid interest divided by (II) the price per share/unit equal to the lesser of (aa) 75% of the per share/unit price in such Qualified Financing and (bb) an amount equal to $24.0 million divided by the number of fully-diluted common stock (or unit) equivalents at the time of the Qualified Financing. In the event that the preferred equity security issued in the Qualified Financing bears a liquidation preference less than 120%, the Company will create a sub-series of such preferred security on identical terms to the security issued in the Qualified Financing, except that the aggregate liquidation preference of such sub-series will be an amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. As of June 30, 2024, the principal amount outstanding was $7.0 million. For the six months ended June 30, 2024, the interest expense was $0.2 million. In connection with the Business Combination, certain investors entered a securities purchase agreement, dated February 13, 2024, with ListCo (the “Convertible Security Subscription Agreement”), pursuant to which ListCo issued on the closing date to the certain investors (“Convert Investors”) $20.0 million of 13% senior secured convertible notes (the “New Adagio Convertible Notes”), which will be convertible into shares of New Adagio common stock, and warrants (the “Convert Warrants”), each of which will be exercisable on a cashless basis or for one share of New Adagio common stock at $24.00 per share, subject to adjustment (the “Base Convert Financing”). The New Adagio Convertible Notes will have a maturity of three years and nine months On the closing date, the February 2024 Convertible Notes will convert into New Adagio Convertible Notes and Convert Warrants on the same terms as the other Convert Investors executing the Convertible Security Subscription Agreement (the conversion of the 2024 Bridge Financing Note held by the Perceptive PIPE Investor into New Adagio Convertible Notes and Convert Warrants and purchase of New Adagio Convertible Notes and Convert Warrants by the other Convert Investors in the Base Convert Financing, the “Convertible Security Financing”). Subject to ARYA and New Adagio receiving any new financing or commitment for financing, whether in the form of equity, debt or convertible debt, before the closing date, the Perceptive PIPE Investor may request that on the closing date the February 2024 Convertible Notes is repaid with the funds raised in connection with such Additional Financing instead of such 2024 Bridge Financing Note converting into New Adagio Convertible Notes and Convert Warrants. The New Adagio Convertible Notes, the Convert Warrants or any shares of New Adagio common stock issuable in connection with the Convertible Security Financing have not been registered under the Securities Act and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. ListCo will grant the Perceptive PIPE Investor and the Convert Investors certain registration rights in connection with the Convertible Security Financing. The Convertible Security Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination. May 2024 Convertible Notes On May 21, 2024, the Company issued to Perceptive PIPE Investor a $3.0 million convertible promissory note that matures upon the termination of the Business Combination Agreement in accordance with its terms. The May 2024 Convertible Notes accrues simple interest at eight percent (8.0%) per annum. In the event of the consummation of the Transaction, this note shall automatically convert into the type of securities that are issued in the PIPE Financing in an amount equal to the then-outstanding principal amount and any accrued and unpaid interest, divided by the effective price of the securities sold in the PIPE Financing. Upon termination of the Transaction and prior to a Qualified Financing, all of the then-outstanding principal amount of this note and all other notes issued and any accrued and unpaid interest could be converted into an amount of shares of the Company’s Series E Preferred Stock equal to the to be converted principal amount and any accrued and unpaid interest divided by the price per share/unit equal to $24.0 million divided by the Company’s fully-diluted common stock equivalents at the time of the closing date of the conversion, provided that the Company shall cause the shares of Series E Preferred Stock issued upon conversion of this note to bear an aggregate liquidation preference amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. In the event of any sale of a new series or class of preferred equity securities by the Company following the termination of the Transaction with aggregate proceeds of at least $10.0 million (a “Qualified Financing”), the then-outstanding principal amount and any accrued and unpaid interest could be converted into either the Company’s Series E Preferred Stock, or the shares to be issued and sold in the Qualified Financing, in each case in an amount that is equal to (I) the to be converted principal amount and any accrued and unpaid interest divided by (II) the price per share/unit equal to the lesser of (aa) 75% of the per share/unit price in such Qualified Financing and (bb) an amount equal to $24.0 million divided by the number of fully-diluted common stock (or unit) equivalents at the time of the Qualified Financing. In the event that the preferred equity security issued in the Qualified Financing bears a liquidation preference less than 120%, the Company will create a sub-series of such preferred security on identical terms to the security issued in the Qualified Financing, except that the aggregate liquidation preference of such sub-series will be an amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. As of June 30, 2024, the principal amount outstanding was $3.0 million. For the six months ended June 30, 2024, the interest expense was $26.3 thousand. June 2024 Convertible Notes On June 25, 2024, the Company issued to Perceptive PIPE Investor a $2.5 million convertible promissory note that matures upon the termination of the Business Combination Agreement in accordance with its terms. The June 2024 Convertible Notes accrues simple interest at eight percent (8.0%) per annum. In the event of the consummation of the Transaction, this note shall automatically convert into the type of securities that are issued in the PIPE Financing in an amount equal to the then-outstanding principal amount and any accrued and unpaid interest, divided by the effective price of the securities sold in the PIPE Financing. Upon termination of the Transaction and prior to a Qualified Financing, all of the then-outstanding principal amount of this note and all other notes issued and any accrued and unpaid interest could be converted into an amount of shares of the Company’s Series E Preferred Stock equal to the to be converted principal amount and any accrued and unpaid interest divided by the price per share/unit equal to $24.0 million divided by the Company’s fully-diluted common stock equivalents at the time of the closing date of the conversion, provided that the Company shall cause the shares of Series E Preferred Stock issued upon conversion of this note to bear an aggregate liquidation preference amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. In the event of any sale of a new series or class of preferred equity securities by the Company following the termination of the Transaction with aggregate proceeds of at least $10.0 million (a “Qualified Financing”), the then-outstanding principal amount and any accrued and unpaid interest could be converted into either the Company’s Series E Preferred Stock, or the shares to be issued and sold in the Qualified Financing, in each case in an amount that is equal to (I) the to be converted principal amount and any accrued and unpaid interest divided by (II) the price per share/unit equal to the lesser of (aa) 75% of the per share/unit price in such Qualified Financing and (bb) an amount equal to $24.0 million divided by the number of fully-diluted common stock (or unit) equivalents at the time of the Qualified Financing. In the event that the preferred equity security issued in the Qualified Financing bears a liquidation preference less than 120%, the Company will create a sub-series of such preferred security on identical terms to the security issued in the Qualified Financing, except that the aggregate liquidation preference of such sub-series will be an amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. As of June 30, 2024, the principal amount outstanding was $2.5 million. For the six months ended June 30, 2024, the interest expense was $2.7 thousand. SVB Term Loan On February 3, 2023, the Company entered into an agreement to obtain an initial term loan advance of $3.0 million and a right to issue a subsequent term loan advance of $2.0 million pursuant to the Loan and Security Agreement (“LSA”) with Silicon Valley Bank (“SVB Term Loan”). The loans mature on January 1, 2025 and the Company must make monthly payments at a floating rate per annum equal to the greater of (1) seven percent (7.0%) and (2) the market prime rate In connection with the issuance of the SVB Term Loan, the Company issued liability - classified warrants with a fair value of $28.5 thousand to purchase 32,720 shares of common stock of the Company (“Initial Warrants”), and a contingent right, with a fair value of $7.1 thousand, to obtain an additional 16,360 shares of the common stock (“Additional Warrants”) upon the nonoccurrence of the Interest Only Milestone. The Interest Only Milestone (“Milestone”) refers to a specific condition that is met on or before April 30, 2023. To satisfy this Milestone, the Company must ensure that no event of default has occurred. If this condition is met, the Company must provide SVB (i) the intent for the sale of all capital stock of the Company, or (ii) an executed term sheet for a priced equity financing of at least $40.0 million from the sale of the Company’s capital stock. The initial recognition of the warrant liabilities and the contingent right resulted in a discount of $35.6 thousand to the SVB Term Loan. The discount is being amortized to interest expense over the term of the LSA. As of June 30, 2024, the subsequent term loan advance of $2.0 million had not been drawn. As of June 30, 2024 and December 31, 2023, the outstanding principal of SVB Term Loan is $1.0 million and $1.9 | Note 7 — Debt Outstanding debt as of December 31, 2023 and 2022 consists of the following (in thousands): December 31, 2023 December 31, 2022 October 2022 Convertible Notes measured at fair value $ 13,469 $ 9,500 April 2023 Convertible Notes measured at fair value 15,385 — November 2023 Convertible Notes measured at fair value 9,132 — SVB term loan 1,838 — Total Outstanding Debt $ 39,824 $ 9,500 October 2022 Convertible Notes On October 27, 2022, the Company entered into the October 2022 Convertible Notes with investors for the issuance and sale of convertible promissory notes with an aggregate principal amount of $9.5 million at an interest rate of eight percent (8.0%) per annum. On April 4, 2023, the October 2022 Convertible Notes, which had an original maturity date of October 27, 2023, were subsequently amended to extend the maturity date to the latest of (i) January 5, 2024, (ii) termination of agreements between the Company and ARYA Sciences Acquisition Corp IV (“ARYA”) in connection with a non-binding summary of certain proposed terms and conditions of a potential business combination (the “Transaction”), or (iii) the termination or lapse of the exclusivity period as defined in the non-binding term sheet as mentioned above. The October 2022 Convertible Notes agreement was also amended to subordinate the October 2022 Convertible Notes to the April 2023 Convertible Notes (as described below) and provide for the conversion of all principal and accrued interest in respect of all the October 2022 Convertible Notes into shares of Series E Preferred Stock of the Company in connection with the Transaction. In the event of the consummation of the Transaction, all principal and accrued interest in respect of the October 2022 Convertible Notes shall be converted into the type of securities that are issued in the Private Investment in Public Equity Financing (“PIPE Financing”) in an amount equal to the then-outstanding principal amount and any accrued and unpaid interest under the October 2022 Convertible Notes, divided by seventy-five percent (75%) of the effective price of the securities sold in the PIPE Financing. In the event of the sale of equity securities in the Company’s next round of equity financing of at least $10.0 million (excluding conversion of the October 2022 Convertible Notes) prior to the maturity date (a “Qualified Financing”), all principal and accrued interest shall be converted into shares or units of the same class or series as are sold in the Qualified Financing. In the event of the sale of equity securities in the Company’s next round of equity financing prior to the maturity date that is not a Qualified Financing (“Non-Qualified Financing”), the notes will automatically convert into shares or units of the same class or series as are sold in such Non-Qualified Financing. For the conversion under both Qualified Financing and Non-Qualified Financing, the per share/unit conversion price for such equity securities shall be the lesser of (i) seventy-five percent (75%) of the average per share/unit price in such equity financing and (ii) an amount equal to $146.9 million divided by the number of fully diluted common stock (or unit) equivalents at the time of the Qualified Financing or Non-Qualified Financing. In the event that (i) or (ii) applies, the Company may create a sub-series of the preferred security on identical terms to the security issued in the Qualified Financing or Non-Qualified Financing, except that the aggregate liquidation preference of the sub-series will equal the total principal and accrued interest under the notes at the time of conversion. In the event there is no subsequent round of financing, the notes would become due and payable. On November 28, 2023, the October 2022 Convertible Notes agreement was further amended to subordinate the October 2022 Convertible Notes to the November 2023 Convertible Notes (as described below). In addition, in the event of the consummation of the Transaction, all principal and accrued interest in respect of the October 2022 Convertible Notes shall be converted into shares of the Company’s common stock, when multiplied by the exchange ratio applicable to the Company’s common stock in the Transaction, will entitle the holder of this note to receive a number of shares of the same class of common stock that are issued in the PIPE Financing equal to the then outstanding principal amount and any accrued and unpaid interest under this note, divided by 75% of the effective price of each share of common stock sold in the PIPE Financing. For the years ended December 31, 2023 and 2022, the interest expense was $0.8 million and $0.1 million, respectively. April 2023 Convertible Notes On April 4, 2023, the Company issued a $5.0 million convertible promissory note that matures on the latest of (i) January 5, 2024, (ii) termination of agreements between the Company and ARYA in connection with a non-binding summary of the Transaction, or (iii) the termination or lapse of the exclusivity period as defined in the non-binding term sheet as mentioned above. The April 2023 Convertible Notes accrues simple interest at eight percent (8.0%) per annum. Additionally, the Company obtained the right to issue up to $10.0 million in additional convertible promissory notes available beginning one month after April 4, 2023 through the occurrence of an ARYA stockholder vote with regard to a transaction. During the period from April 4, 2023 to December 31, 2023, the Company issued an additional $10.0 million. In the event of the consummation of the Transaction, this note shall automatically convert into the type of securities that are issued in the PIPE Financing in an amount equal to the then-outstanding principal amount and any accrued and unpaid interest, divided by the effective price of the securities sold in the PIPE Financing. In the event of any sale of a new series or class of preferred equity securities by the Company following the termination of the Transaction with aggregate proceeds of at least $10.0 million (a “Qualified Financing”), the then-outstanding principal amount and any accrued and unpaid interest could be converted into either the Company’s Series E Preferred Stock, or the shares to be issued and sold in the Qualified Financing, in each case in an amount that is equal to (I) the to be converted principal amount and any accrued and unpaid interest divided by (II) the price per share/unit equal to the lesser of (aa) 75% of the per share/unit price in such Qualified Financing and (bb) an amount equal to $146.9 Upon termination of the Transaction and prior to a Qualified Financing, all of the then-outstanding principal amount of this note and all other notes issued and any accrued and unpaid interest could be converted into an amount of shares of the Company’s Series E Preferred Stock equal to the to be converted principal amount and any accrued and unpaid interest divided by the price per share/unit equal to $146.9 million divided by the Company’s fully-diluted common stock equivalents at the time of the closing date of the conversion, provided that the Company shall cause the shares of Series E Preferred Stock issued upon conversion of this note to bear an aggregate liquidation preference amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. In the event that the Company liquidates, the Company shall immediately upon the consummation of the change-of-control transaction or the liquidation event and prior to any payment to the equity holders of the Company, pay to the Investor an amount equal to the greater of 120% of the sum of (i) the then-outstanding principal amount and all accrued and unpaid interest hereunder plus (ii) all accrued and unpaid dividends owed to the investor or such amount if all then-outstanding principal amount and any accrued and unpaid interest had be converted into common stock. On November 28, 2023, the April 2023 Convertible Notes, were amended to align certain terms of the April 2023 Convertible Notes to the November 2023 Convertible Notes. In the event of any sale of a new series or class of preferred equity securities by the Company following the termination of the Transaction with aggregate proceeds of at least $10.0 million (a “Qualified Financing”), the then-outstanding principal amount and any accrued and unpaid interest could be converted into either the Company’s Series E Preferred Stock, or the shares to be issued and sold in the Qualified Financing, in each case in an amount that is equal to (I) the to be converted principal amount and any accrued and unpaid interest divided by (II) the price per share/unit equal to the lesser of (aa) 75% of the per share/unit price in such Qualified Financing and (bb) an amount equal to $24.0 million divided by the number of fully-diluted common stock (or unit) equivalents at the time of the Qualified Financing. In the event that the preferred equity security issued in the Qualified Financing bears a liquidation preference less than 120%, the Company will create a sub-series of such preferred security on identical terms to the security issued in the Qualified Financing, except that the aggregate liquidation preference of such sub-series will be an amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. Upon termination of the Transaction and prior to a Qualified Financing, all of the then-outstanding principal amount of this note and all other notes issued and any accrued and unpaid interest could be converted into an amount of shares of the Company’s Series E Preferred Stock equal to the to be converted principal amount and any accrued and unpaid interest divided by the price per share/unit equal to $24.0 million divided by the Company’s fully-diluted common stock equivalents at the time of the closing date of the conversion, provided that the Company shall cause the shares of Series E Preferred Stock issued upon conversion of this note to bear an aggregate liquidation preference amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. For the year ended December 31, 2023, the interest expense was $0.6 million. November 2023 Convertible Notes On November 28, 2023, the Company issued to Perceptive Life Sciences Master Fund, Ltd. (“Perceptive PIPE Investor”) a $2.0 million convertible promissory note that matures on the latest of (i) January 5, 2024, (ii) termination of agreements between the Company and ARYA in connection with a non-binding summary of the Transaction, or (iii) the termination or lapse of the exclusivity period as defined in the non-binding term sheet as mentioned above. The November Convertible Notes accrues simple interest at eight percent (8.0%) per annum. Additionally, the Company obtained the right to issue up to $6.0 million of Delayed Draw Commitment available beginning one month after November 28, 2023 through the occurrence of an ARYA stockholder vote with regard to a transaction. In the event of the consummation of the Transaction, this note shall automatically convert into the type of securities that are issued in the PIPE Financing in an amount equal to the then-outstanding principal amount and any accrued and unpaid interest, divided by the effective price of the securities sold in the PIPE Financing. In the event of any sale of a new series or class of preferred equity securities by the Company following the termination of the Transaction with aggregate proceeds of at least $10.0 million (a “Qualified Financing”), the then-outstanding principal amount and any accrued and unpaid interest could be converted into either the Company’s Series E Preferred Stock, or the shares to be issued and sold in the Qualified Financing, in each case in an amount that is equal to (I) the to be converted principal amount and any accrued and unpaid interest divided by (II) the price per share/unit equal to the lesser of (aa) 75% of the per share/unit price in such Qualified Financing and (bb) an amount equal to $24.0 million divided by the number of fully-diluted common stock (or unit) equivalents at the time of the Qualified Financing. In the event that the preferred equity security issued in the Qualified Financing bears a liquidation preference less than 120%, the Company will create a sub-series of such preferred security on identical terms to the security issued in the Qualified Financing, except that the aggregate liquidation preference of such sub-series will be an amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. Upon termination of the Transaction and prior to a Qualified Financing, all of the then-outstanding principal amount of this note and all other notes issued and any accrued and unpaid interest could be converted into an amount of shares of the Company’s Series E Preferred Stock equal to the to be converted principal amount and any accrued and unpaid interest divided by the price per share/unit equal to $24.0 million divided by the Company’s fully-diluted common stock equivalents at the time of the closing date of the conversion, provided that the Company shall cause the shares of Series E Preferred Stock issued upon conversion of this note to bear an aggregate liquidation preference amount equal to 120% of the then-outstanding principal amount and accrued and unpaid interest under this note at the time of conversion. In December 2023, the November 2023 Convertible Notes were amended to permit the issuance of a Delayed Draw Commitment in the principal amount of $1.0 million and $2.0 million on December 13, 2023 and December 28, 2023, respectively. The combined $3.0 million convertible promissory notes were issued pursuant to the clause and terms in the November 2023 Convertible Notes agreement. For the year ended December 31, 2023, the interest expense was $19.8 thousand. SVB Term Loan On February 3, 2023, the Company entered into an agreement to obtain an initial term loan advance of $3.0 million and a right to issue a subsequent term loan advance of $2.0 million pursuant to the Loan and Security Agreement (“LSA”) with Silicon Valley Bank (“SVB Term Loan”). The loans mature on January 1, 2025 and the Company must make monthly payments at a floating rate per annum equal to the greater of (1) seven percent (7.00%) and (2) the market prime rate In connection with the issuance of the SVB Term Loan, the Company issued liability - classified warrants with a fair value of $28.5 thousand to purchase 32,720 shares of common stock of the Company (“Initial Warrants”), and a contingent right, with a fair value of $7.1 thousand, to obtain an additional 16,360 shares of the common stock (“Additional Warrants”) upon the nonoccurrence of the Interest Only Milestone. The Interest Only Milestone (“Milestone”) refers to a specific condition that is met on or before April 30, 2023. To satisfy this Milestone, the Company must ensure that no event of default has occurred. If this condition is met, the Company must provide SVB (i) the intent for the sale of all capital stock of the Company, or (ii) an executed term sheet for a priced equity financing of at least $40 million from the sale of the Company’s capital stock. The initial recognition of the warrant liabilities and the contingent right resulted in a discount of $35.6 thousand to the SVB Term Loan. The discount is being amortized to interest expense over the term of the LSA. As of December 31, 2023, the subsequent term loan advance of $2.0 million had not been drawn. As of December 31, 2023, the outstanding principal of SVB Term Loan is $1.9 million, and the unamortized debt discount is $19.4 thousand. For the year ended December 31, 2023, the interest expense was $0.2 million. |
Warrants_2
Warrants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Warrants | Note 8 — Warrants SVB Common Stock Warrant On February 3, 2023, in conjunction with the LSA, the Company issued Initial Warrants to purchase 32,720 shares of common stock of the Company, and a contingent right to obtain an additional 16,360 shares of the common stock upon the nonoccurrence of the Interest Only Milestone as mentioned above. The Additional Warrants are subject to the same terms as the Initial Warrants (collectively “SVB Warrants”). As of June 30, 2024, the Additional Warrants had not been distributed. All the Additional Warrants were distributed as of June 30, 2023. The exercise price of the SVB Warrants is $7.97 per share. The warrants are fully exercisable and will expire on February 3, 2033. Pre-funded Warrants On June 25, 2024, in conjunction with the Series E Preferred Stock exchange agreement (refer to Note 11-Mezzanine Equity and Stockholders’ Deficit The exercise price of the pre-funded warrants is $0.001 per share. The pre-funded warrants are exercisable, at the option of the holder, on any day on or after the issuance date, in whole or in part. As an alternative to immediate cash payment, the investor may elect to exercise the pre-funded warrant through a cashless exercise. | Note 8 — Warrants SVB Common Stock Warrant On February 3, 2023, in conjunction with the LSA, the Company issued Initial Warrants to purchase 32,720 shares of common stock of the Company, and a contingent right to obtain an additional 16,360 shares of the common stock upon the nonoccurrence of the Interest Only Milestone as mentioned above. The Additional Warrants are subject to the same terms as the Initial Warrants (collectively “SVB Warrants”). As of December 31, 2023, all the Additional Warrants had been distributed. The exercise price of the SVB Warrants is $7.97 per share. The warrants are fully exercisable and will expire on February 3, 2033. |
Operating Leases_2
Operating Leases | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Operating Leases | Note 9 — Operating Leases The Company leases distribution and research and development facilities as well as sub-leases office and manufacturing space from third parties and related parties (refer to Note 15-Related Party Transactions As of June 30, 2024 and December 31, 2023, the Company does not have any finance or short-term leases and has not entered into leases which have not yet commenced that would entitle the Company to significant rights or create additional obligations during the periods as of June 30, 2024 and December 31, 2023. The following table summarizes quantitative information of the Company’s operating leases for the six months ended June 30, 2024 and 2023 (in thousands): Six months ended June 30 (Unaudited) 2024 2023 Operating cash flows paid for operating leases $ 92 $ 88 Weighted average remaining lease term (years) 1.8 1.9 Weighted average discount rate 8.0 % 8.0 % Operating lease cost was $0.1 million and $0.1 million for the six months ended June 30, 2024 and 2023, respectively. The Company did not incur any variable lease cost for the six months ended June 30, 2024 and 2023. The following table presents the future minimum payments under the non-cancelable operating leases as of June 30, 2024 (in thousands): Six months ending June 30 (Unaudited) Six months ending December 31, 2024 $ 79 Year ending December 31, 2025 154 Year ending December 31, 2026 48 Total undiscounted future cash flows 281 Less: imputed interest (18) Total operating lease liability $ 263 | Note 9 — Operating Leases The Company leases distribution and research and development facilities as well as sub-leases office and manufacturing space from third parties and related parties (refer to Note 15-Related Party Transactions As of December 31, 2023 and 2022, the Company does not have any finance or short-term leases and has not entered into any leases which have not yet commenced that would entitle the Company to significant rights or create additional obligations. The following table summarizes quantitative information of the Company’s operating leases for the years ended December 31, 2023 and 2022 (in thousands): Years ended December 31, 2023 2022 Operating cash flows paid for operating leases $ 178 $ 173 Weighted average remaining lease term (years) 1.7 2.2 Weighted average discount rate 8.0 % 8.0 % Year ended December 31, 2022 Right-of-use assets acquired under operating lease on the adoption of ASC 842 on January 1, 2022 $ 440 Operating lease liabilities acquired under operating lease on the adoption of ASC 842 on January 1, 2022 $ 443 Operating lease cost was $0.2 million and $0.2 million for the years ended December 31, 2023 and 2022, respectively. The Company did not incur any variable lease cost for the years ended December 31, 2023 and 2022. The following table presents the future minimum payments under the non-cancelable operating leases as of December 31, 2023 (in thousands): Year ended December 31, 2024 $ 86 2025 36 2026 18 Total undiscounted future cash flows 140 Less: imputed interest (9) Total operating lease liability $ 131 |
Commitments and Contingencie_10
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies | Note 4 — Commitments and Contingencies Business Combination Agreement On February 13, 2024, the Parent, the Company, Aja Merger Sub 1, a Cayman Islands exempted company (“ARYA Merger Sub”), Aja Merger Sub 2, Inc., a Delaware corporation (“Adagio Merger Sub”), and Adagio Medical, Inc. (“Adagio”) entered into a business combination agreement (the “Business Combination Agreement”), in connection with a proposed business combination (the “Proposed Adagio Business Combination”), which contains certain customary representations, warranties, and covenants by the parties thereto. As further described in the Business Combination Agreement, the closing of the Proposed Adagio Business Combination (the “Closing” and the date on which the Closing occurs, the “Closing Date”) is subject to certain customary conditions and risks. “New Adagio” refers to the Company after giving effect to the Business Combination. The Business Combination Agreement provides, among other things, for the consummation of the following transactions: 1. ARYA Merger Sub will merge with and into the Parent (the “ARYA Merger”) and Adagio Merger Sub will merge with and into Adagio (the “Adagio Merger” and, together with the ARYA Merger, the “Mergers”), with the Parent and Adagio surviving the Mergers and, after giving effect to such Mergers, each of the Parent and Adagio becoming a wholly owned subsidiary of the Company, on the terms and subject to the conditions in the Business Combination Agreement; 2. (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share, of the Parent (the “Class A ordinary shares”) will be automatically cancelled, extinguished and converted into the right to receive one share of common stock, par value $0.0001 per share, of New Adagio (the “New Adagio Common Stock”) and (ii) each issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Parent (the “Class B ordinary shares”) will be automatically cancelled, extinguished and converted into the right to receive one share of New Adagio Common Stock, other than 1,000,000 Class B ordinary shares that will be forfeited by the Sponsor and issued to PIPE Investors (as defined below), including Perceptive Life Sciences Master Fund, Ltd, a Cayman Islands exempted company (the “Perceptive PIPE Investor”). 1,147,500 shares of New Adagio Common Stock issuable to the Sponsor will be subject to share trigger price vesting and will vest if, prior to the tenth anniversary of the Closing, the post-closing share price of New Adagio equals or exceeds $24.00 per share for any 20 trading days within any 30 trading day period (the “Share Trigger Price Vesting”); and 3. (i) each warrant of Adagio will be either (x) terminated, or (y) “net” exercised in exchange for shares of common stock, par value $0.01 per share, of Adagio (“Adagio Common Stock”); (ii) all issued and outstanding unsecured convertible promissory notes of Adagio (excluding the Bridge Financing Notes (as defined below) and the 2024 Bridge Financing Notes (as defined below)) (the “Adagio Convertible Notes”), including any accrued and unpaid interest thereon, will be automatically and fully converted into shares of Adagio Common Stock in accordance with the terms of such Adagio Convertible Notes and such Adagio Convertible Notes will be cancelled, satisfied, extinguished, discharged and retired in connection with such conversion (the “Adagio Convertible Notes Conversion”); (iii) each share of preferred stock, par value $0.001 per share, of Adagio (the “Adagio Preferred Stock”) that is issued and outstanding will be automatically converted into shares of Adagio Common Stock and each such share of Adagio Preferred Stock will be cancelled; (iv) all issued and outstanding shares of Adagio Common Stock (other than treasury shares and shares with respect to which appraisal rights under the Delaware General Corporation Law, as amended, are properly exercised and not withdrawn) will be automatically cancelled, extinguished and converted into the right to receive shares of New Adagio Common Stock based on the exchange ratio set forth in the Business Combination Agreement; (v) each issued, outstanding and unexercised option to purchase Adagio Common Stock (“Adagio Option”) that is vested as of such time or will vest in connection with, or after taking into account the effect of, the consummation of the transactions contemplated by the Business Combination Agreement with an aggregate value that exceeds the aggregate exercise price of such Adagio Option (each an “In-the-Money Adagio Option”) will be cancelled and extinguished in exchange for options to purchase shares of New Adagio Common Stock, and each issued and outstanding Adagio equity award (other than an In-the-Money Adagio Option) will automatically be canceled and extinguished for no consideration and each holder thereof will cease to have any rights with respect thereto. Amendment to the Business Combination Agreement On June 25, 2024, the Parent and Adagio entered into a Consent and Amendment No. 1 to the Business Combination Agreement (the “Amendment No. 1”), pursuant to which, among other things: (i) the Parent consented to Adagio entering an exchange agreement (the “Exchange Agreement”) and the transactions contemplated thereunder with RA Capital Healthcare Fund, L.P., a Delaware limited partnership (“RA Capital”), pursuant to which, RA Capital would exchange a certain number of its existing Company Series E Preferred Shares (as defined in the Business Combination Agreement) for pre-funded warrants (each, a “Pre-Funded Warrant for Series E Preferred Shares”) to purchase Company Series E Preferred Shares, with each Pre-Funded Warrant for Series E Preferred Shares issued and outstanding as of immediately prior to the Company Merger Effective Time (as defined in the Business Combination Agreement) being automatically canceled and extinguished and converted into the right to receive a number of HoldCo Shares (as defined in the Business Combination Agreement) equal to the Exchange Ratio (as defined in the Business Combination Agreement); (ii) the definition of the term “Fully Diluted HoldCo Closing Capitalization” as provided in the Business Combination Agreement was expanded to include the number of pre-funded warrants outstanding immediately after the Company Merger Effective Time that each represented the right to purchase HoldCo Shares; (iii) (a) the aggregate share reserve under the Key Employee Incentive Plan (as defined in the Business Combination Agreement) should be up to the Key Employee Incentive Plan Maximum Amount, which was the aggregate number of HoldCo Shares equal to the product obtained by multiplying (A) the quotient of (x) fifteen percent (15%) divided by (y) thirty-five percent (35%) by (B) the Aggregate Incentive Equity Pool, which was the aggregate number of HoldCo Shares equal to (x) the Aggregate HoldCo Share Reserve (as defined hereunder) minus (y) the Fully Diluted HoldCo Closing Capitalization, and (b) the aggregate share reserve under the HoldCo Incentive Equity Plan (as defined in the Business Combination Agreement) should be equal to the Incentive Equity Plan Maximum Amount plus an increase as provided in the Business Combination Agreement, which Incentive Equity Plan Maximum Amount was the aggregate number of HoldCo Shares equal to the product obtained by multiplying (A) the quotient of (x) twenty percent (20%) divided by (y) thirty-five percent (35%) by (B) the Aggregate Incentive Equity Pool; and (iv) following the Closing, ListCo’s name would be changed to “Adagio Medical Holdings, Inc.” (or such other name mutually agreed to by ARYA and Adagio). As defined in the Amendment No. 1, “Aggregate HoldCo Share Reserve” meant the aggregate number of HoldCo Shares equal to the quotient obtained by dividing (i) the Fully Diluted HoldCo Closing Capitalization by (ii) sixty-five percent (65%). PIPE Financing (Private Placement) In connection with the execution of the Business Combination Agreement, ListCo and the Parent entered into Subscription Agreements (the “Subscription Agreements”) with the Perceptive PIPE Investor and certain other investors (the “Other PIPE Investors,” and, together with the Perceptive PIPE Investor, the “PIPE Investors”), pursuant to which the PIPE Investors committed financing valued at approximately $64.5 million, which includes (i) 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 date the Closing occurs (the “Closing Date”), (ii) non-redemption commitments by certain investors that are shareholders of the Parent, (iii) agreements to subscribe for and purchase shares of New Adagio Common Stock, (iv) the contribution of $29,500,000 of 2023 Bridge Financing Notes to ListCo pursuant to the terms of the Subscription Agreement executed by the Perceptive PIPE Investor, and (v) an additional cash investment by the Perceptive PIPE Investor of approximately $15.9 million (which amount may be reduced by up to approximately $1,070,575 subject to Additional Financing being raised prior to Closing), as described in more detail below (together, the “PIPE Financing”). In connection with the PIPE Financing, the PIPE Investors will also subscribe for (i) warrants to purchase shares of New Adagio Common Stock at $10.00 per share, subject to adjustment (the “Base Warrants”) or (ii) a combination of Base Warrants and pre-funded warrants, each exercisable for one share of New Adagio Common Stock at $0.01 per share (the “Pre-Funded Warrants,” and together with the Base Warrants, the “PIPE Warrants”). As provided for in the Subscription Agreements, the number of shares of New Adagio Common Stock and Base Warrants issuable to the PIPE Investors will depend on the redemption value of the Class A ordinary shares at Closing, the average per share price of the Class A ordinary shares purchased by certain PIPE Investors in the open market and the amount of interest on the 2023 Bridge Financing Notes that will have accrued and be unpaid at Closing and be contributed to ListCo in exchange for shares of New Adagio Common Stock. The shares of New Adagio Common Stock and PIPE Warrants to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. ListCo will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent Closing. The Company has concluded that the New Adagio Common Stock and PIPE Warrants to be issued under certain of the Subscription Agreements (the “Open Market Subscription Agreements”) that include an open market purchase and non-redemption obligation for subscribing investors (the “Open Market Investors”) qualify as equity under ASC 815-40 (“Derivatives and Hedging–Contracts in Entity’s Own Equity”); therefore, the Company will recognize the New Adagio Common Stock and PIPE Warrants to be issued under such Open Market Subscription Agreements (such securities, the “Open Market PIPE Securities”) by recording an entry to additional paid-in capital in stockholder’s deficit in its balance sheet. In accordance with ASC 815-40-30-1, the New Adagio Common Stock and PIPE Warrants will be recorded and measured at fair value (i.e., most often representative of proceeds received for equity-linked instruments; however, when estimating the fair value of the New Adagio Common Stock and PIPE Warrants, the Company has followed the guidance in ASC 820, “Fair Value Measurement.” In connection with Open Market Investor’s commitment to irrevocably subscribe for and agree to purchase from ListCo the number of Open Market PIPE Securities set forth on the signature page of the applicable Open Market Subscription Agreements, on the terms and subject to the conditions set forth in such Open Market Subscription Agreements, which include, without limitation, the agreement not to redeem the Class A ordinary shares purchased in the open market prior to Closing, the Company will record an amount equal to the full fair value of the New Adagio Common Stock and PIPE Warrants to be issued to the Open Market PIPE Investor in connection with the Closing. On July 23, 2024, the Perceptive Life Sciences Master Fund, Ltd., a Cayman Islands exempted company (the “Perceptive PIPE Investor”) indicated an interest to increase its investment in the PIPE Financing by such amount that is necessary for the minimum unrestricted cash condition of the Contingent Investor to be met. Such additional subscription would be on the same terms as provided in the Subscription Agreement that the Perceptive PIPE Investor executed on February 13, 2024 and amended on June 24, 2024. On July 31, 2024, ListCo and ARYA entered into an Amended and Restated Subscription Agreement (the “Perceptive Amended and Restated Subscription Agreement”) with the Perceptive PIPE Investor to amend and restate the Perceptive PIPE Investor’s Subscription Agreement (the “Perceptive Initial Subscription Agreement”) entered into by and among the same parties on February 13, 2024 (as amended on June 24, 2024). Pursuant to the Perceptive Amended and Restated Subscription Agreement, among other things, the amount of the Additional Cash (as defined in the Initial Subscription Agreement) was increased from approximately $8,070,575 to approximately $15,875,568, such that the minimum unrestricted cash condition of the Contingent Investor would be met. The increase of the Additional Cash resulted in the issuance of approximately 936,600 additional shares of New Adagio Common Stock at Closing to the Perceptive PIPE Investor. Convertible Security Financing (Private Placement) In connection with the execution of the Business Combination Agreement, certain investors, including the Perceptive PIPE Investor (the “Convert Investors”), executed a securities purchase agreement, dated February 13, 2024, with the Company (such agreement and any assignment agreement thereunder in connection with any Additional Financing, the “Convertible Security Subscription Agreement”), pursuant to which the Company issued on the Closing Date to the Convert Investors $20,000,000 aggregate principal amount of 13% senior secured convertible notes (the “New Adagio Convertible Notes”), which will be convertible into shares of New Adagio Common Stock at a conversion price of $10.00 per share, subject to adjustment (the “Conversion Shares”), and 1,500,000 warrants (the “Convert Warrants”), which will be exercisable on a cashless basis or for cash at a price of $24.00 per share, subject to adjustment (the “Base Convert Financing”), and will expire on the seventh anniversary of the Closing. Such $20,000,000 investment in New Adagio Convertible Notes includes the Perceptive Convertible Note Commitment (as defined below) and includes the conversion of the 2024 Bridge Financing Notes (as defined below) into New Adagio Convertible Notes at Closing, subject in each case to Additional Financing being raised prior to Closing, as further described below. The New Adagio Convertible Notes will have a maturity of 3 years and nine months On the Closing Date, pursuant to the terms of the 2024 Bridge Financing Notes and the 2024 Bridge Financing Note Subscription Agreement, the 2024 Bridge Financing Notes will convert into $7,000,000 of New Adagio Convertible Notes and 525,000 Convert Warrants, and the Perceptive PIPE Investor will subscribe for an additional $3,000,000 aggregate principal amount of New Adagio Convertible Notes and 225,000 Convert Warrants, on the same terms as the other Convert Investors executing the Convertible Security Subscription Agreement (such additional investment by the Perceptive PIPE Investor, the “Perceptive Convertible Note Commitment,” and together with the Base Convert Financing, the “Convertible Security Financing”). Subject to the Parent and New Adagio receiving any new financing or commitment for financing (any such financing, an “Additional Financing”), whether in the form of equity, debt or convertible debt, before the Closing Date, the Perceptive PIPE Investor may request that, on the Closing Date, the 2024 Bridge Financing Note is repaid, the Perceptive Convertible Note Commitment is reduced or a combination of both. The New Adagio Convertible Notes and the Convert Warrants issuable in connection with the Convertible Security Financing have not been registered under the Securities Act and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. The Company will grant the Convert Investors certain registration rights in connection with the Convertible Security Financing. The Convertible Security Financing is contingent upon, among other things, the substantially concurrent Closing. As set forth in the Convertible security Subscription Agreement, the closing of $7,500,000 of financing by a Convert Investor is conditioned on New Adagio having a certain amount of available cash on the Closing Date. Pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, the Company, certain of its subsidiaries (other than Adagio Medical GmbH, a company organized under the laws of Germany and an excluded subsidiary thereunder) (the “Subsidiaries”) and the collateral agent (the “Collateral Agent”) on behalf of the Convert Investors, will enter into a security and pledge agreement (the “Convert Security Document”), pursuant to which the Company and the Subsidiaries will (i) pledge the equity interests in the Subsidiaries to the Collateral Agent, (ii) pledge all of their respective promissory notes, securities and other instruments evidencing indebtedness to the Collateral Agent, and (iii) grant to the Collateral Agent a security interest in and lien on all of their respective personal property and assets, including, among other items, all of their deposit accounts, chattel paper, documents, equipment, general intangibles, instruments and inventory, and all proceeds therefrom, in each case subject to customary exceptions, all as set forth in the form of the Convert Security Document. Additionally, pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, the Subsidiaries will deliver a guaranty (the “Convert Guaranty”) to the Collateral Agent pursuant to which the Subsidiaries will, jointly and severally, guarantee the Company’s obligation to repay the New Adagio Convertible Notes and all other obligations of the Company under the Convertible Security Subscription Agreement and the New Adagio Convertible Notes and other related transaction documents, as set forth in the form of the Convert Guaranty. Any additional subsidiaries of the Company formed or acquired after the closing date will be required to join the Convert Guaranty as additional guarantors. Non-Redemption Subscription Agreements In connection with the execution of the Business Combination Agreement, ListCo and the Parent entered into Non-redemption Subscription Agreements (the “Non-redemption Subscription Agreements”) with certain other investors (the “Non-Redeeming Subscribed Investors”) pursuant to which the Non-Redeeming Subscribed Investors committed financing valued at approximately $2,000,000, which includes ListCo is seeking commitments from interested investors to purchase in a private placement, contingent upon, and substantially concurrently with the closing of the Transaction, (i) shares (the “Shares”) of ListCo’s common stock, par value $0.0001 per share (the “Common Stock”), (ii) warrants, each representing the right to purchase shares of Common Stock and to be represented by a warrant and (iii) the Investor and its affiliates agree (a) not to sell or transfer any of the Non-Redeeming Subscribed Investors’s Shares prior to the closing of the Transaction and (b) not to redeem any Investor Company Shares prior to or in connection with the Transaction. On the Closing Date, Non-Redeeming Subscribed Investors shall deliver evidence reasonably satisfactory to ListCo that Investor continues to hold the Investor Company Shares and has not tendered such shares for redemption. The Company has concluded that the New Adagio Common Stock and Warrants (“Non-Redeeming Shares and Warrants”) issued under certain Non-redemption Subscription Agreements qualify as equity under ASC 815-40 (“Derivatives and Hedging–Contracts in Entity’s Own Equity”). As a result, the Company will recognize any Shares and Warrants issued under the Non-redemption Subscription Agreements within stockholder’s deficit. In accordance with ASC 815-40, any Shares and Warrants issued under the Non-redemption Subscription Agreements will be recorded and measured at fair value, which is typically representative of the proceeds received for equity-linked instruments. When estimating the fair value of these instruments, the Company follows the guidance in ASC 820, “Fair Value Measurement.” As a result of the Non-Redeeming Subscribed Investors’ commitment to irrevocably subscribe for and purchase the number of Non-Redeeming Shares and Warrants listed in the Non-redemption Subscription Agreements, the Company agrees to the terms and conditions set forth in the agreements, including agreeing to not redeem the Class A ordinary shares purchased in the open market by the Non-Redeeming Subscribed Investors’ before closing. The Company will record an amount equal to the full fair value of the Non-Redeeming Shares and Warrants to be issued to the Non-Redeeming Subscribed Investor at the closing as a result of the Non-Redeeming Subscribed Investors’ commitment, as described above. Approval of Business Combination Agreement On July 26, 2024, the Parent held an annual general meeting of shareholders (the “Meeting”) to consider and vote upon the Business Combination Proposal, the ARYA Merger Proposal, the Director Election Proposal and the Adjournment Proposal, each as more fully described in the definitive proxy statement/prospectus that the Company filed with the SEC on July 12, 2024 (the “Proxy Statement”). The shareholders of the Parent approved the Business Combination Proposal, the ARYA Merger Proposal and the Director Election Proposal. As there were sufficient votes to approve the Business Combination Proposal, the ARYA Merger Proposal and the Director Election Proposal, the Adjournment Proposal was not presented to shareholders. Consummation of Business Combination On July 31, 2024, Adagio announced the closing of its previously announced Business Combination with the Parent and the Company. In connection with the closing of the Business Combination, the Company changed its name to “Adagio Medical Holdings, Inc.” The common stock of New Adagio began trading on August 1, 2024, under the symbols ADGM on the Nasdaq Capital Market. Upon the consummation of the Business Combination, Adagio and the Parent became the direct wholly owned subsidiaries of Adagio Medical Holding, Inc. In connection with the Business Combination, the combined company raised financing valued at approximately $84.2 million, which consisted of funds held in the Parent’s trust account, a concurrent equity and warrant private placement (including $29.5 million of bridge financing used by Adagio prior to closing and funds from the Parent’s trust account not redeemed) led by, among others, Perceptive PIPE Investor, RA Capital Management and RTW Investments, and a concurrent convertible security financing (including $7.0 million of bridge financing used by Adagio prior to closing) led by, among others, an institutional investor and Perceptive PIPE Investor. The Business Combination is expected to be accounted for as a forward merger in accordance with U.S. GAAP. Under this method of accounting, ListCo is treated as the “accounting acquirer” and Adagio as the “accounting acquiree” for financial reporting purposes. Accordingly, the Business Combination is expected to be accounted for using the acquisition method of accounting. The acquisition method of accounting is based on FASB ASC 805 and uses the fair value concepts defined in ASC 820. As of the date the condensed consolidated financial statements are available to be issued, the Company is still in the process of analyzing the accounting impact of the Business Combination. | |
Adagio Medical Inc | ||
Commitments and Contingencies | Note 10 — Commitments and Contingencies Litigation The Company is not currently party to any legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings, if any. | Note 10 — Commitments and Contingencies Litigation The Company is not currently party to any legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings, if any. |
Mezzanine Equity and Stockhol_8
Mezzanine Equity and Stockholders' Deficit | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Mezzanine Equity and Stockholders' Deficit | Note 11 — Mezzanine Equity and Stockholders’ Deficit Authorized Shares The Company’s Amended and Restated Articles of Incorporation authorize the issuance of two classes of stock designated as common and preferred stock, each having a par value of $0.001 per share. The number of shares authorized as of June 30, 2024 is 11,534,892 consisting of 6,594,946 shares of common stock and 4,939,946 shares of preferred stock, designated as Series A, Series B, Series C, Series D, and Series E preferred stock in the amounts included in the table below. Convertible Preferred Stock The Company classifies convertible preferred stock as temporary equity on the accompanying condensed consolidated balance sheets, as all such preferred stock is redeemable either at the option of the holder or upon an event outside the control of the Company. The requirements of a deemed liquidation event, as defined within its amended and restated certificate of incorporation filed in November 2020, are not entirely within the Company’s control. In the event of such a deemed liquidation event, the proceeds from the event are distributed in accordance with the liquidation preferences, provided that the holders of preferred stock have not converted their shares into common stock. The Company records the issuance of preferred stock at the issuance price less related issuance costs. The Company has not adjusted the carrying value of outstanding preferred stock to its liquidation preference because a deemed liquidation event is not probable of occurring as of the end of the reporting period. During the six months ended June 30, 2024, the Company executed the following transactions: ● On June 25, 2024, 207,902 shares of Series E Preferred Stock were extinguished and exchanged for 207,902 shares of pre-funded warrants to purchase Series E Preferred Stock. See Note 8-Warrants for additional information regarding the pre-funded warrants. The difference between the carrying value of the extinguished Series E Preferred Stock and the fair value of the issued pre-funded warrants is recorded in additional paid-in capital. There were no preferred stock transactions during the year ended December 31, 2023. The following table summarizes information related to issuance of the Company’s preferred stock as of June 30, 2024 (in thousands, except share data): Number of Common Number of Shares Stock Shares Issued and Carrying Conversion Equivalent Liquidation Preferred Stock Class Authorized Outstanding Value (1) Price Per Share Shares Preference Series A 270,856 270,856 $ 2,500 $ 9.23 270,856 $ 2,500 Series B 815,730 815,730 10,626 13.04 815,730 10,637 Series C 981,596 981,596 15,988 16.30 981,596 16,000 Series D 992,064 992,064 19,990 20.16 992,064 20,000 Series E 1,879,700 1,671,798 37,679 22.61 1,671,798 37,799 4,939,946 4,732,044 $ 86,783 4,732,044 $ 86,936 (1) The carrying value reflects the gross proceeds received from the sale of the preferred stock less issuance costs. The following table summarizes information related to issuance of the Company’s preferred stock as of December 31, 2023 (in thousands, except share data): Number of Common Number of Shares Stock Shares Issued and Carrying Conversion Equivalent Liquidation Preferred Stock Class Authorized Outstanding Value (1) Price Per Share Shares Preference Series A 270,856 270,856 $ 2,500 $ 9.23 270,856 $ 2,500 Series B 815,730 815,730 10,626 13.04 815,730 10,637 Series C 981,596 981,596 15,988 16.30 981,596 16,000 Series D 992,064 992,064 19,990 20.16 992,064 20,000 Series E 1,879,700 1,879,700 42,365 22.61 1,879,700 42,500 4,939,946 4,939,946 $ 91,469 4,939,946 $ 91,637 (1) The carrying value reflects the gross proceeds received from the sale of the preferred stock less issuance costs. The relative rights, terms, privileges, and restrictions granted to or imposed upon preferred stockholders are described below: Preferred Stock – Dividends Prior and in preference to any declaration or payment of any dividends to the holders of common stock, the holders of preferred stock shall be entitled to receive dividends out of any assets legally available therefor, at the rate of eight percent (8%) of the original issue price per share per annum. The original issue price of Series A, Series B, Series C, Series D, and Series E is $9.23, $13.04, $16.30, $20.16, and $22.61, respectively. The dividends shall not be cumulative. In the event that the dividend amount declared by the Board of Directors of the Company is insufficient to permit payment of the full aforesaid dividends, such dividends will be paid ratably to each holder of preferred stock in proportion to the dividend amounts to which each holder of preferred stock is entitled. After payment of the full amount of the aforesaid dividends, any additional dividends declared shall be distributed to the holder of common stock and preferred stock in proportion to the number of shares of common stock that would be held by such holder on an as-converted to common stock basis. No dividends on preferred stock or common stock have been declared by the Board of Directors as of June 30, 2024 and December 31, 2023. Liquidation Preference In the event of liquidation of the Company, including a merger, acquisition, or sale of all or substantially all the assets of the Company, holders of preferred stock are entitled to receive an amount equal to the original issue price of each share of preferred stock held plus any dividends declared but not yet paid, prior to any distribution of assets or surplus funds of the Company to common stock shareholders. After payment has been made to the holders of the preferred stock of the full amounts to which they are entitled as noted above, the remaining assets would be distributed among the holders of the common stock pro rata based on the number of shares of common stock held by each holder. If, at the time of liquidation, the assets are insufficient to permit full payment of the liquidation preferences of the series listed in the order above, the assets must be distributed ratably among the holders of the series in proportion to the full preferential amount each such holder is otherwise entitled to receive in respect to such shares. Voting Rights So long as the shares of preferred stock that are convertible into at least 1,000,000 shares of common stock (subject to appropriate adjustment in the event of any stock dividends, stock split, combination or other similar recapitalization with respect to the common stock) are issued and outstanding, the holders of preferred stock, voting as a separate class on an as-converted to common stock basis, shall have the right to elect four members of the Board of Directors of the Company. The holders of common stock, voting as a separate class, shall have the right to elect one member of the Board of Directors. The remaining directors shall be elected by the holders of the common stock and the preferred stock, voting together as a single class on an as-converted to common stock basis. On all other matters, the holders of the preferred stock shall have full voting rights and powers equal to the voting rights and powers of the holders of common stock. Fractional votes by the holders of preferred stock shall not be permitted and any fractional voting rights shall be rounded to the nearest whole number. Conversion Rights Each share of preferred stock shall be convertible, at the option of the holder, into shares of common stock without the payment of any additional consideration. The preferred stock shall be convertible into the number of fully paid and nonassessable shares of common stock which results from dividing the conversion price per share in effect for the preferred stock at the time of conversion into the per share conversion value. The initial per share conversion price of Series A, Series B, Series C, Series D, and Series E is $9.23, $13.04, $16.30, $20.16, and $22.61, respectively. The initial conversion price is subject to adjustment for antidilution provisions, as defined. The per share conversion value of Series A, Series B, Series C, Series D, and Series E is $9.23, $13.04, $16.30, $20.16, and $22.61, respectively. Each share of preferred stock shall automatically be converted into shares of common stock at the then effective conversion rate immediately upon the earlier of (i) the election of the holders of a majority of the outstanding shares of preferred stock, voting as a separate class on an as-converted to common stock basis, or (ii) the closing of the sale of the Company’s common stock in a firm commitment, underwritten public offering registered under the Securities Act of 1933, as amended, with aggregate offering proceeds to the Company (before deduction for underwriters’ discounts and expenses relating to the issuance) of at least $75.0 million and a public offering price per share equal to at least $67.83 (subject to adjustments for stock dividends, splits, combinations and similar events). Protective Provisions So long as there are at least 1,000,000 shares of preferred stock outstanding, the Company shall not (by merger, reclassification, amendment or otherwise), without first obtaining the approval of the holders of at least seventy percent (70%) of the then outstanding shares of preferred stock, voting separately as a class, to, among other things: (i) amend the certificate of incorporation or bylaws; (ii) adversely alter or change the rights, preferences or privileges of the preferred stock; (iii) increase or decrease the aggregate number of authorized shares of any class of the capital stock of the Company. So long as shares of Series E preferred stock that are convertible into at least 500,000 shares of common stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the common stock) are issued and outstanding, the Company shall not directly or indirectly (by merger, reclassification, amendment or otherwise), without first obtaining the approval of the holders of at least a majority of the voting power of the then outstanding shares of Series E preferred stock, voting separately as a class, to, among other things: (i) amend, alter, repeal or waive any provision of the certificate of incorporation or bylaws of the Company in a manner that adversely affects the holders of the Series E preferred stock in a manner different from any other series of preferred stock; (ii) create or authorize the creation of or issue any other security convertible into to exercisable for any equity security having rights, preferences or privileges senior to the Series E preferred stock; (iii) increase or decrease the authorized number of shares of Series E preferred stock. Common Stock Each share of common stock is entitled to one vote. Common stock reserved for future issuance consisted of the following as of June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 (Unaudited) Conversion of preferred stock 4,732,044 4,939,946 Stock options issued and outstanding under the 2012 and 2022 Plan 742,409 747,001 Common shares available for future grant under the 2012 and 2022 Plan 31,604 27,012 Common stock reserved for future issuance 5,506,057 5,713,959 | Note 11 — Mezzanine Equity and Stockholders’ Deficit Authorized Shares The Company’s Amended and Restated Articles of Incorporation authorize the issuance of two classes of stock designated as common and preferred stock, each having a par value of $0.001 per share. The number of shares authorized as of December 31, 2023 is 11,534,892 consisting of 6,594,946 shares of common stock and 4,939,946 shares of preferred stock, designated as Series A, Series B, Series C, Series D, and Series E preferred stock in the amounts included in the table below. Convertible Preferred Stock The Company classifies convertible preferred stock as temporary equity on the accompanying consolidated balance sheets, as all such preferred stock is redeemable either at the option of the holder or upon an event outside the control of the Company. The requirements of a deemed liquidation event, as defined within its amended and restated certificate of incorporation filed in November 2020, are not entirely within the Company’s control. In the event of such a deemed liquidation event, the proceeds from the event are distributed in accordance with the liquidation preferences, provided that the holders of preferred stock have not converted their shares into common stock. The Company records the issuance of preferred stock at the issuance price less related issuance costs. The Company has not adjusted the carrying value of outstanding preferred stock to its liquidation preference because a deemed liquidation event is not probable of occurring as of the end of the reporting period. The following table summarizes information related to issuance of the Company’s preferred stock at December 31, 2023 and 2022 (in thousands, except share data): Number of Common Number of Shares Conversion Stock Shares Issued and Carrying Price Per Equivalent Liquidation Preferred Stock Class Authorized Outstanding Value (1) Share Shares Preference Series A 270,856 270,856 $ 2,500 $ 9.23 270,856 $ 2,500 Series B 815,730 815,730 10,626 13.04 815,730 10,637 Series C 981,596 981,596 15,988 16.30 981,596 16,000 Series D 992,064 992,064 19,990 20.16 992,064 20,000 Series E 1,879,700 1,879,700 42,365 22.61 1,879,700 42,500 4,939,946 4,939,946 $ 91,469 4,939,946 $ 91,637 (1) The carrying value reflects the gross proceeds received from the sale of the preferred stock less issuance costs. The relative rights, terms, privileges, and restrictions granted to or imposed upon preferred stockholders are described below: Preferred Stock – Dividends Prior and in preference to any declaration or payment of any dividends to the holders of common stock, the holders of preferred stock shall be entitled to receive dividends out of any assets legally available therefor, at the rate of eight percent (8%) of the original issue price per share per annum. The original issue price of Series A, Series B, Series C, Series D, and Series E is $9.23, $13.04, $16.30, $20.16, and $22.61, respectively. The dividends shall not be cumulative. In the event that the dividend amount declared by the Board of Directors of the Company is insufficient to permit payment of the full aforesaid dividends, such dividends will be paid ratably to each holder of preferred stock in proportion to the dividend amounts to which each holder of preferred stock is entitled. After payment of the full amount of the aforesaid dividends, any additional dividends declared shall be distributed to the holder of common stock and preferred stock in proportion to the number of shares of common stock that would be held by such holder on an as-converted to common stock basis. No dividends on preferred stock or common stock have been declared by the Board of Directors as of December 31, 2023 and 2022. Liquidation Preference In the event of liquidation of the Company, including a merger, acquisition, or sale of all or substantially all the assets of the Company, holders of preferred stock are entitled to receive an amount equal to the original issue price of each share of preferred stock held plus any dividends declared but not yet paid, prior to any distribution of assets or surplus funds of the Company to common stock shareholders. After payment has been made to the holders of the preferred stock of the full amounts to which they are entitled as noted above, the remaining assets would be distributed among the holders of the common stock pro rata based on the number of shares of common stock held by each holder. If, at the time of liquidation, the assets are insufficient to permit full payment of the liquidation preferences of the series listed in the order above, the assets must be distributed ratably among the holders of the series in proportion to the full preferential amount each such holder is otherwise entitled to receive in respect to such shares. Voting Rights So long as the shares of preferred stock that are convertible into at least 1,000,000 shares of common stock (subject to appropriate adjustment in the event of any stock dividends, stock split, combination or other similar recapitalization with respect to the common stock) are issued and outstanding, the holders of preferred stock, voting as a separate class on an as-converted to common stock basis, shall have the right to elect four members of the Board of Directors of the Company. The holders of common stock, voting as a separate class, shall have the right to elect one member of the Board of Directors. The remaining directors shall be elected by the holders of the common stock and the preferred stock, voting together as a single class on an as-converted to common stock basis. On all other matters, the holders of the preferred stock shall have full voting rights and powers equal to the voting rights and powers of the holders of common stock. Fractional votes by the holders of preferred stock shall not be permitted and any fractional voting rights shall be rounded to the nearest whole number. Conversion Rights Each share of preferred stock shall be convertible, at the option of the holder, into shares of common stock without the payment of any additional consideration. The preferred stock shall be convertible into the number of fully paid and nonassessable shares of common stock which results from dividing the conversion price per share in effect for the preferred stock at the time of conversion into the per share conversion value. The initial per share conversion price of Series A, Series B, Series C, Series D, and Series E is $9.23, $13.04, $16.30, $20.16, and $22.61, respectively. The initial conversion price is subject to adjustment for antidilution provisions, as defined. The per share conversion value of Series A, Series B, Series C, Series D, and Series E is $9.23, $13.04, $16.30, $20.16, and $22.61, respectively. Each share of preferred stock shall automatically be converted into shares of common stock at the then effective conversion rate immediately upon the earlier of (i) the election of the holders of a majority of the outstanding shares of preferred stock, voting as a separate class on an as-converted to common stock basis, or (ii) the closing of the sale of the Company’s common stock in a firm commitment, underwritten public offering registered under the Securities Act of 1033, as amended, with aggregate offering proceeds to the Company (before deduction for underwriters’ discounts and expenses relating to the issuance) of at least $75.0 million and a public offering price per share equal to at least $67.83 (subject to adjustments for stock dividends, splits, combinations and similar events). Protective Provisions So long as there are at least 1,000,000 shares of preferred stock outstanding, the Company shall not (by merger, reclassification, amendment or otherwise), without first obtaining the approval of the holders of at least seventy percent (70%) of the then outstanding shares of preferred stock, voting separately as a class, to, among other things: (i) amend the certificate of incorporation or bylaws; (ii) adversely alter or change the rights, preferences or privileges of the preferred stock; (iii) increase or decrease the aggregate number of authorized shares of any class of the capital stock of the Company. So long as shares of Series E preferred stock that are convertible into at least 500,000 shares of common stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the common stock) are issued and outstanding, the Company shall not directly or indirectly (by merger, reclassification, amendment or otherwise), without first obtaining the approval of the holders of at least a majority of the voting power of the then outstanding shares of Series E preferred stock, voting separately as a class, to, among other things: (i) amend, alter, repeal or waive any provision of the certificate of incorporation or bylaws of the Company in a manner that adversely affects the holders of the Series E preferred stock in a manner different from any other series of preferred stock; (ii) create or authorize the creation of or issue any other security convertible into to exercisable for any equity security having rights, preferences or privileges senior to the Series E preferred stock; (iii) increase or decrease the authorized number of shares of Series E preferred stock. Common Stock Each share of common stock is entitled to one vote. Common stock reserved for future issuance consisted of the following as of December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Conversion of preferred stock 4,939,946 4,939,946 Stock options issued and outstanding under the 2012 and 2022 Plan 747,001 619,527 Common shares available for future grant under the 2012 and 2022 Plan 27,012 160,155 Common stock reserved for future issuance 5,713,959 5,719,628 |
Stock-Based Compensation_2
Stock-Based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Stock-Based Compensation | Note 12 — Stock-Based Compensation 2012 Stock Incentive Plan In January 2011, the Board approved the 2012 Stock Incentive Plan (the “2012 Plan”), which permitted grants of Incentive Stock Options (“ISOs”) and Non-statutory Stock Options (“NSOs”) to employees, directors and consultants. The maximum number of shares that can be granted under the 2012 Plan cannot exceed 1,255,000 shares. The 2012 Plan had a maximum 10-year 2022 Stock Incentive Plan In April 2022, the Board approved, in conjunction with the termination of the 2012 Plan, the 2022 Stock Incentive Plan (the “2022 Plan”), permitting ISOs and NSOs to employees, directors and consultants. The maximum number of shares granted under the 2022 Plan cannot exceed 203,855 plus any shares subject to stock options granted under the 2012 Plan that expired or were otherwise terminated without having been exercised in full, were forfeited, or were repurchased by the Company. The 2022 Plan is intended as the successor to and continuation of the 2012 Plan (thereafter both the 2012 and 2022 Plans are referred to as the “Stock Incentive Plan”). The Stock Incentive Plan provides a means whereby participants may purchase shares of common stock pursuant to ISOs or NSOs and such persons may be granted shares of common stock for consideration consisting of cash and/or past services rendered to or on behalf of the Company. ISOs may only be granted to employees. NSOs and stock purchase rights may be granted to employees and consultants. Generally, options awards only have service conditions that need to be met for the awards to vest, with the exception of grants to two non-employees that had performance obligations that were deemed to be immaterial. The stock options generally vest over four years and have a ten-year contractual term. The fair value of each employee and non-employee stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. As the Company lacks company-specific historical and implied volatility information required for valuation, the Company estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies. Due to the lack of historical exercise history, the expected life term of ISOs that were granted after 2013 was determined using the “simplified method” provided by the Securities and Exchange Commission in Staff Accounting Bulletins Number 107 and 110. The expected life term of NSOs is determined either by using the “simplified method,” or by calculating the time to expiry from the grant date. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant for time periods approximately equal to the expected term of the award. Expected dividend yield is zero as the Company has never paid nor does it expect to pay any cash dividend in the near future. The following table summarizes stock option activity during the six months ended June 30, 2024: Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Number of Exercise Life (in Value (Unaudited) Shares Price years) (in thousands) Outstanding, December 31, 2023 747,001 $ 6.17 7.45 $ 72 Forfeited (4,592) $ 4.76 Outstanding, June 30, 2024 742,409 $ 6.18 6.95 $ 4 Vested and expected to vest, June 30, 2024 723,710 $ 6.20 6.92 $ 4 Vested and exercisable, June 30, 2024 537,222 $ 6.45 6.47 $ 4 There were no stock options exercised during the six months ended June 30, 2024. Certain stock option grants under the Stock Incentive Plan allow the recipient to exercise the options prior to the options becoming fully vested. Under the Stock Incentive Plan, the Company retains the right to repurchase common shares that have been issued upon early exercise of options at the original issue price. Cash received for the early exercise of unvested stock options is initially recorded as a liability. At each reporting date, the vested shares are released to equity. The fair value of awards vested was $0.2 million during the six months ended June 30, 2024. As of June 30, 2024, the total unrecognized compensation related to unvested stock option awards granted was $0.4 million, which the Company expects to recognize over a weighted-average period of approximately 2.0 years. Total Stock-Based Compensation The following table summarizes the total stock-based compensation expense for the stock options expense recorded in the condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2024 and 2023 (in thousands): Six months ended June 30, (Unaudited) 2024 2023 Selling, general, and administration $ 192 $ 176 Research and development 29 28 Total stock-based compensation $ 221 $ 204 | Note 12 — Stock-Based Compensation 2012 Stock Incentive Plan In January 2011, the Board approved the 2012 Stock Incentive Plan (the “2012 Plan”), which permitted grants of Incentive Stock Options (“ISOs”) and Non-statutory Stock Options (“NSOs”) to employees, directors and consultants. The maximum number of shares that can be granted under the 2012 Plan cannot exceed 1,255,000 shares. The 2012 Plan had a maximum 10-year term and as such, terminated in January 2022. 2022 Stock Incentive Plan In April 2022, the Board approved, in conjunction with the termination of the 2012 Plan, the 2022 Stock Incentive Plan (the “2022 Plan”), permitting ISOs and NSOs to employees, directors and consultants. The maximum number of shares granted under the 2022 Plan cannot exceed 203,855 plus any shares subject to stock options granted under the 2012 Plan that expired or were otherwise terminated without having been exercised in full, were forfeited, or were repurchased by the Company. The 2022 Plan is intended as the successor to and continuation of the 2012 Plan (thereafter both the 2012 and 2022 Plans are referred to as the “Stock Incentive Plan”). The Stock Incentive Plan provides a means whereby participants may purchase shares of common stock pursuant to ISOs or NSOs and such persons may be granted shares of common stock for consideration consisting of cash and/or past services rendered to or on behalf of the Company. ISOs may only be granted to employees. NSOs and stock purchase rights may be granted to employees and consultants. Generally, options awards only have service conditions that need to be met for the awards to vest, with the exception of grants to two non-employees that had performance obligations that were deemed to be immaterial. The stock options generally vest over four years and have a ten-year contractual term. The fair value of each employee and non-employee stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. As the Company lacks company-specific historical and implied volatility information required for valuation, the Company estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies. Due to the lack of historical exercise history, the expected life term of ISOs that were granted after 2013 was determined using the “simplified method” provided by the Securities and Exchange Commission in Staff Accounting Bulletins Number 107 and 110. The expected life term of NSOs is determined either by using the “simplified method,” or by calculating the time to expiry from the grant date. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant for time periods approximately equal to the expected term of the award. Expected dividend yield is zero as the Company has never paid nor does it expect to pay any cash dividend in the near future. The weighted average assumptions used to estimate the fair value of stock option granted during the years ended December 31, 2023 and 2022 are listed in the table below: Year ended Year ended December 31, 2023 December 31, 2022 Risk-free interest rate 3.69 % 2.98 % Expected dividend yield — % — % Expected term in years 6.37 6.74 Expected volatility 38.48 % 36.83 % The following table summarizes stock option activity during the years ended December 31, 2023 and 2022: Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Number of Exercise Life (in Value Shares Price years) (in thousands) Outstanding, December 31, 2021 585,044 $ 6.41 8.65 $ 912 Granted 69,050 $ 7.97 Exercised (11,217) $ 2.26 Forfeited (23,350) $ 4.65 Outstanding, December 31, 2022 619,527 $ 6.73 7.87 $ 252 Granted 160,000 $ 3.88 Exercised (5,669) $ 3.22 Forfeited (22,357) $ 6.94 Expired (4,500) $ 0.93 Outstanding, December 31, 2023 747,001 $ 6.17 7.45 $ 72 Vested and expected to vest, December 31, 2023 718,003 $ 6.19 7.41 $ 72 Vested and exercisable, December 31, 2023 444,839 $ 6.47 6.75 $ 71 The Company received $18.3 thousand and $25.4 thousand related to stock options exercised during the years ended December 31, 2023 and 2022, respectively. Certain stock option grants under the Stock Incentive Plan allow the recipient to exercise the options prior to the options becoming fully vested. Under the Stock Incentive Plan, the Company retains the right to repurchase common shares that have been issued upon early exercise of options at the original issue price. Cash received for the early exercise of unvested stock options is initially recorded as a liability. At each reporting date, the vested shares are released to equity. The total Intrinsic value for stock options exercised was $30.2 thousand and $64.9 thousand during the years ended December 31, 2023 and 2022, respectively. The fair value of awards vested was $0.4 million and $0.4 million during the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the total unrecognized compensation related to unvested stock option awards granted was $0.7 million, which the Company expects to recognize over a weighted-average period of approximately 2.3 years. Total Stock-Based Compensation The following table summarizes the total stock-based compensation expense for the stock options expense recorded in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2023 (in thousands): Years ended December 31, 2023 2022 Selling, general and administrative $ 384 $ 318 Research and development 58 47 Total stock-based compensation $ 442 $ 365 |
Net Loss Per Common Share_2
Net Loss Per Common Share | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Net Loss Per Common Share | Note 13 — Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per common share excludes the potential impact of the Company’s convertible preferred stock, common stock warrants, and common stock options because the Company’s net losses would cause such shares to be anti-dilutive. Therefore, as the Company recorded net losses in the periods presented, basic and diluted net loss per common share are the same. The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands, except share and per share data): Six months ended June 30, (Unaudited) 2024 2023 Numerator: Net loss attributable to common stockholders (14,478) (17,824) Denominator: Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders – basic and diluted 779,908 758,942 Net loss per share attributable to common stockholders – basic and diluted (18.56) (23.49) The following potentially dilutive securities were excluded from the computation of diluted net loss per share calculations for the periods presented because the impact of including them would be anti-dilutive: Six months ended June 30, (Unaudited) 2024 2023 Convertible preferred stock 4,732,044 4,939,946 Stock options 742,409 712,946 Common stock warrants 49,080 49,080 Total 5,523,533 5,701,972 | Note 13 — Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per common share excludes the potential impact of the Company’s convertible preferred stock, common stock warrants, and common stock options because the Company’s net losses would cause such shares to be anti-dilutive. Therefore, as the Company recorded net losses in the periods presented, basic and diluted net loss per common share are the same. The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the years presented (in thousands, except share and per share data): Years ended December 31, 2023 2022 Numerator: Net loss attributable to common stockholders $ (38,146) $ (23,673) Denominator: Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders – basic and diluted 759,814 751,568 Net loss per share attributable to common stockholders – basic and diluted (50.20) (31.50) The following potentially dilutive securities were excluded from the computation of diluted net loss per share calculations for the years presented because the impact of including them would be anti-dilutive: December 31, 2023 December 31, 2022 Convertible preferred stock 4,939,946 4,939,946 Stock options 747,001 619,527 Common stock warrants 49,080 — Total 5,736,027 5,559,473 |
Income Taxes_2
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Income Taxes | Note 14 — Income Taxes The Company accounts for income taxes in accordance with ASC 740. Under the provisions of ASC 740, management is required to evaluate whether a valuation allowance should be established against its deferred tax assets. The Company currently has a full valuation allowance against our deferred tax assets. As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets. For the six months ended June 30, 2024, there was no material change from fiscal year ended December 31, 2023 in the amount of the Company’s deferred tax assets that are not considered to be more likely than not to be realized in future years. For the six months ended June 30, 2024, the effective tax rate for the Company’s operations was 0.0%. The effective tax rate differed from the U.S. federal statutory rate primarily due to state income taxes, losses from the German subsidiary that is subject to different effective tax rates, stock-based compensation, fair value adjustments for convertible notes and warrant liabilities, and a change in the valuation allowance that offset the tax benefit on the current period pre-tax loss. For the six months ended June 30, 2023, the effective tax rate for the Company’s operations was 0.0%. The effective tax rate differed from the U.S. federal statutory rate primarily due to state income taxes, losses from the German subsidiary that is subject to different effective tax rates, stock-based compensation and a change in the valuation allowance that offset the tax benefit on the current period pre-tax loss. The Company is subject to U.S. federal income tax as well as income tax of foreign and state tax jurisdictions. The tax years 2019-2023 remain open to examination by the major taxing jurisdictions to which the Company is subject, except the Internal Revenue Service for which the tax years 2020-2023 remain open. | Note 14 — Income Taxes The components of pretax loss from operations for the years ended December 31, 2023 and 2022 are as follows (dollars in thousands): Years ended December 31, 2023 2022 U.S. $ (38,073) $ (20,744) Foreign (73) (2,929) Pretax loss from operations $ (38,146) $ (23,673) There was no income tax provision for the year ended December 31, 2023 and 2022. Current income taxes are based upon the year’s income taxable for federal, state and foreign tax reporting purposes. Deferred income taxes are provided for certain income and expenses which are recognized in different periods for tax and financial reporting purposes. Deferred tax assets and liabilities are computed for differences between the consolidated financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the period in which the differences are expected to affect taxable income, and include NOL carryforwards and R&D tax credit carryforwards. The following table presents a reconciliation of income tax computed at the U.S. federal statutory tax rate to the total income tax expense for the years ended December 31, 2023 and 2022 (dollars in thousands): 2023 2022 Years ended December 31, Amount Tax Rate Amount Tax Rate Income tax benefit at federal statutory rate $ (8,010) 21.0 % $ (4,972) 21.0 % Adjustments for tax effects of: Permanent adjustments 488 (1.1) % 28 (0.1) % Change in FV of convertible note 1,782 (4.7) % — — % NOL true-up adjustment 2,922 (7.7) % — — % Foreign rate differential (11) (0.0) % 18 (0.1) % Change in federal valuation allowance 2,869 (7.5) % 4,926 (20.8) % Income tax expense $ — — % $ — — % Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 are as follows (in thousands): December 31, 2023 December 31, 2022 Deferred tax assets: Net operating losses $ 25,786 $ 26,489 Capitalized research costs 4,456 1,737 Research and development credit 1,604 1,604 Accrued compensation 392 283 Stock-based compensation 269 97 Operating lease liabilities 14 54 Other 114 91 Total deferred tax assets 32,635 30,355 Less: Valuation allowance (32,100) (29,981) Total deferred tax assets, net of valuation allowance 535 374 Deferred tax liabilities: Right-of-use assets (14) (53) Unrecognized tax benefit (521) (321) Total deferred tax liabilities (535) (374) Net deferred tax assets (liabilities) $ — $ — The Company has established a valuation allowance as of December 31, 2023 and 2022 to fully offset the net deferred tax assets of $32.1 million and $30.0 million, respectively. Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2023. Such objective evidence limits the ability to consider other subjective evidence, such as the Company’s projections for future commercialization. Management has concluded that it is more likely than not that the Company will not have sufficient foreseeable taxable income to allow for the utilization of the deferred tax assets; therefore, a full valuation allowance has been established to reduce the net deferred tax assets to zero at December 31, 2023 and 2022. As of December 31, 2023 and 2022, the Company had federal NOL carryforwards of approximately $100.0 million and $84.8 million, respectively. $19.0 million of the federal NOL carryforwards will begin to expire from 2031. Due to the enactment of the Tax Cuts and Jobs Act, federal net operating losses generated beginning in 2018 are carried forward indefinitely. Therefore, the remaining federal NOL carry forwards of $81.0 million and $65.8 million as of December 31, 2023 and 2022, respectively, have an unlimited carryover period. As of December 31, 2023 and 2022, the Company had state NOL carryforwards of $53.4 million and $53.4 million, respectively, which will begin to expire from 2031. As of December 31, 2023 and 2022, the Company had a NOL from Adagio Medical GmbH of $249.3 thousand and $138.7 thousand, respectively. The NOLs are carried forward indefinitely. As of December 31, 2023 and 2022, the Company also had net federal R&D tax credit carry-forwards of approximately $1.6 million and $1.6 million, respectively. The federal R&D tax credits will begin to expire in 2038. The Company had no state R&D credits. The Company’s tax attribute carryforwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), as well as similar state and foreign provisions. These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be used annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50% of the outstanding stock of a company by certain stockholders. The Company has not completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes since the Company’s formation due to the complexity and cost associated with such study, and the fact that there may be additional such ownership changes in the future. Any limitation may result in expiration of a portion of the NOL carryforwards or R&D tax credit carryforwards before utilization; however, such limitation, if any, would not have an impact on the Company’s financial statement due to the full valuation allowance. The Company conducts intensive research and experimentation activities, generating R&D tax credits for federal purposes under Section 41 of the Code. The Company has performed a formal study validating these credits claimed in the tax returns. The following table summarizes the changes to unrecognized tax benefits as of December 31, 2023 and 2022 (in thousands): Years ended December 31, 2023 2022 Balance at beginning of year $ 321 $ 321 Gross increases – tax positions during the year 200 — Balance at end of year $ 521 $ 321 As of December 31, 2023, the Company has unrecognized tax benefits of $0.5 million of which $0.5 million will affect the effective tax rate if recognized when the Company no longer has a valuation allowance offsetting its deferred tax assets. The Company does not anticipate that there will be a significant change in unrecognized tax benefits over the next 12 months. The Company is subject to U.S. federal and various state tax as well as Germany tax jurisdictions. Since the Company formed in 2011, all filed tax returns are subject to examination. Generally, the tax years remain open for examination by the federal statute under a three-year statute of limitation; however, states generally keep their statutes open between three and four years. However, the Company’s tax years from inception are subject to examination by the United States and various state taxing authorities due to the carry forward of unused NOLs and R&D credits. Enacted in December 2017, the Tax Cuts and Jobs Act of 2017 (“TCJA”) amended Section 174 to require capitalization of all research and experimental (“R&E”) costs incurred in tax years beginning after December 31, 2021. For tax years beginning on or after January 1, 2022, R&E costs must be amortized over five years if the R&E activities are performed in the U.S., or over 15 years if the activities are performed outside of the U.S., beginning with the midpoint of the tax year in which the costs were paid or incurred. During 2023, the Company capitalized $15.5 million of R&E costs. The Company plans to refine the calculation for Section 174 and make an adjustment on the tax return. |
Related Party Transactions_2__4
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Related Party Transactions | Note 15 — Related Party Transactions Shared Services Agreement During the six months ended June 30, 2024 and 2023, the Company incurred $0.8 million and $0.6 million, respectively, for finance and accounting services and other general and administrative support services (“Shared Services Agreement”) to Fjord Ventures (“Fjord”), a company owned and operated by the Company’s CEO. The transactions are recorded as selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. Laguna Hills Sublease In addition to the Shared Services Agreement, the Company also sub-leases approximately 4,992 square feet of office and manufacturing space in Laguna Hills, California from Fjord. On March 31, 2024, the sub-lease with Fjord is expired. During the six months ended June 30, 2024 and 2023, the Company incurred $25.5 thousand and $50.9 thousand of lease expense, respectively, under the sub-lease agreement. Refer to Note 9-Operating Leases October 2022 Convertible Notes On October 27, 2022, the Company issued a $0.5 million convertible promissory note to Fjordinvest, LLC (“Fjordinvest”), a company owned and operated by the Company’s CEO. On April 4, 2023, November 28, 2023 and February 13, 2024, the October 2022 Convertible Notes were amended. Refer to Note 7-Debt | Note 15 — Related Party Transactions Shared Services Agreement During the years ended December 31, 2023 and 2022, the Company incurred $1.4 million and $1.1 million, respectively, for finance and accounting services and other general and administrative support services (“Shared Services Agreement”) to Fjord Ventures (“Fjord”), a company owned and operated by the Company’s CEO. The transactions are recorded as selling, general and administrative expenses on the consolidated statements of comprehensive loss. Laguna Hills Sublease In addition to the Shared Services Agreement, the Company also sub-leases approximately 4,992 square feet of office and manufacturing space in Laguna Hills, California from Fjord. During the years ended December 31, 2023 and 2022, the Company incurred $0.1 million and $0.1 million of lease expense, respectively, under the sub-lease agreement. Refer to Note 9-Operating Leases October 2022 Convertible Notes On October 27, 2022, the Company issued a $0.5 million convertible promissory note to Fjordinvest, LLC (“Fjordinvest”), a company owned and operated by the Company’s CEO. On April 4, 2023 and November 28, 2023, the October 2022 Convertible Notes were amended. Refer to Note 7-Debt |
Subsequent Events_2_3_4
Subsequent Events | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Subsequent Events | Note 4 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to June 25, 2024, the financial statements were available to be issued and has concluded that, other than the events described below, all such events that would require recognition or disclosure have been recognized or disclosed. Business Combination Agreement On February 13, 2024, the Parent, the Company, Aja Merger Sub 1, a Cayman Islands exempted company (“ARYA Merger Sub”), Aja Merger Sub 2, Inc., a Delaware corporation (“Adagio Merger Sub”), and Adagio Medical, Inc. (“Adagio”) entered into a business combination agreement (the “Business Combination Agreement”), in connection with a proposed business combination (the “Proposed Adagio Business Combination”), which contains certain customary representations, warranties, and covenants by the parties thereto. As further described in the Business Combination Agreement, the closing of the Proposed Adagio Business Combination (the “Closing” and the date on which the Closing occurs, the “Closing Date”) is subject to certain customary conditions and risks. “New Adagio” refers to the Company after giving effect to the Business Combination. The Business Combination Agreement provides, among other things, for the consummation of the following transactions: 1. ARYA Merger Sub will merge with and into the Parent (the “ARYA Merger”) and Adagio Merger Sub will merge with and into Adagio (the “Adagio Merger” and, together with the ARYA Merger, the “Mergers”), with the Parent and Adagio surviving the Mergers and, after giving effect to such Mergers, each of the Parent and Adagio becoming a wholly owned subsidiary of the Company, on the terms and subject to the conditions in the Business Combination Agreement; 2. (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share, of the Parent (the “Class A ordinary shares”) will be automatically cancelled, extinguished and converted into the right to receive one share of common stock, par value $0.0001 per share, of New Adagio (the “New Adagio Common Stock”) and (ii) each issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Parent (the “Class B ordinary shares”) will be automatically cancelled, extinguished and converted into the right to receive one share of New Adagio Common Stock, other than 1,000,000 Class B ordinary shares that will be forfeited by the Sponsor and issued to PIPE Investors (as defined below), including Perceptive Life Sciences Master Fund, Ltd, a Cayman Islands exempted company (the “Perceptive PIPE Investor”). 1,147,500 shares of New Adagio Common Stock issuable to the Sponsor will be subject to share trigger price vesting and will vest if, prior to the tenth anniversary of the Closing, the post-closing share price of New Adagio equals or exceeds $24.00 per share for any 20 trading days within any 30 trading day period (the “Share Trigger Price Vesting”); 3. (i) each warrant of Adagio (other than the pre-funded warrant to purchase shares of Series E Preferred Stock of Adagio that is issued and outstanding immediately prior to the consummation of the Adagio Merger (the “Pre-Funded Warrants for Series E Preferred Shares”)) will be either (x) terminated, or (y) “net” exercised in exchange for shares of common stock, par value $0.01 per share, of Adagio (“Adagio Common Stock”); (ii) all issued and outstanding unsecured convertible promissory notes of Adagio (excluding the Bridge Financing Notes (as defined below) and the 2024 Bridge Financing Notes (as defined below)) (the “Adagio Convertible Notes”), including any accrued and unpaid interest thereon, will be automatically and fully converted into shares of Adagio Common Stock in accordance with the terms of such Adagio Convertible Notes and such Adagio Convertible Notes will be cancelled, satisfied, extinguished, discharged and retired in connection with such conversion (the “Adagio Convertible Notes Conversion”); (iii) each share of preferred stock, par value $0.001 per share, of Adagio (the “Adagio Preferred Stock”) that is issued and outstanding will be automatically converted into shares of Adagio Common Stock and each such share of Adagio Preferred Stock will be cancelled; (iv) all issued and outstanding shares of Adagio Common Stock (other than treasury shares and shares with respect to which appraisal rights under the Delaware General Corporation Law, as amended, are properly exercised and not withdrawn) will be automatically cancelled, extinguished and converted into the right to receive shares of New Adagio Common Stock based on the exchange ratio set forth in the Business Combination Agreement; (v) each Pre-Funded Warrant for Series E Preferred Shares that is issued and outstanding immediately prior to the consummation of the Adagio Merger shall be automatically canceled and extinguished and converted into the right to receive shares of New Adagio Common Stock based on the exchange ratio set forth in the Business Combination Agreement (vi) each issued, outstanding and unexercised option to purchase Adagio Common Stock (“Adagio Option”) that is vested as of such time or will vest in connection with, or after taking into account the effect of, the consummation of the transactions contemplated by the Business Combination Agreement with an aggregate value that exceeds the aggregate exercise price of such Adagio Option (each an “In-the-Money Adagio Option”) will be cancelled and extinguished in exchange for options to purchase shares of New Adagio Common Stock, and each issued and outstanding Adagio equity award (other than an In-the-Money Adagio Option) will automatically be cancelled and extinguished for no consideration and each holder thereof will cease to have any rights with respect thereto. On June 24, 2024, the Company and the Parent entered into the June Subscription Agreements with the June PIPE Investors (as defined below). Additionally, on June 24, 2024, the Company and the Parent entered into an amendment to the Subscription Agreement (as defined below) with the Perceptive PIPE Investor (as defined below), pursuant to which the May 2024 Notes (as defined below), any Additional Convertible Notes (as defined below) that the Perceptive PIPE Investor may elect to subject to its Subscription Agreement and any interest that has been accruing and will remain unpaid thereon prior to Closing will be contributed to the Company at Closing. For additional information, please see “ —PIPE Financing (Private Placement) On June 25, 2024, the Parent and Adagio entered into the Consent and Amendment No. 1 to the Business Combination Agreement (the “BCA Amendment”). The BCA Amendment relates to an adjustment of the pre-Closing ownership of one of the stockholders of Adagio, a change to the post-Closing name of the Company and changes to the terms of the post-Closing Key Employee Incentive Plan and HoldCo Incentive Equity Plan of the Company. PIPE Financing (Private Placement) In connection with the execution of the Business Combination Agreement, the Company and the Parent entered into Subscription Agreements (as may be amended, supplemented or otherwise modified from time to time, the “Initial Subscription Agreements”) with the Perceptive PIPE Investor and certain other investors (the “Initial Other PIPE Investors,” and, together with the Perceptive PIPE Investor, the “Initial PIPE Investors”). In June 2024, ListCo and ARYA entered into additional Subscription Agreements (as may be amended, supplemented or otherwise modified from time to time, the “June Subscription Agreements” and, together with the Initial Subscription Agreements, the “Subscription Agreements”) with certain additional investors (the “June PIPE Investors” and, together with the Initial Other PIPE Investors, the “Other PIPE Investors,“ and the Other PIPE Investors, together with the Perceptive PIPE Investor, the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors have committed financing valued at approximately $53,000,000 (the “PIPE Financing”). The PIPE Financing is comprised of: (i) commitments by certain investors to subscribe for and purchase Class A ordinary shares in the open market for $2,500,000 and not to redeem such shares prior to the Closing Date (valued as of June 18, 2024 at approximately $2,529,830 based on an approximate redemption value of $11.47 per Class A ordinary share on June 18, 2024), which will result in the issuance of approximately 355,459 shares of New Adagio Common Stock and approximately 299,904 warrants exercisable for shares of New Adagio Common Stock at $10.00 per share, subject to adjustment (the “Base Warrants”) (including the Class A ordinary shares purchased by such Other PIPE Investors and that such Other PIPE Investors agreed not to redeem and that will convert into shares of New Adagio Common Stock at Closing in connection with the Business Combination); (ii) commitments by certain investors that are shareholders of ARYA not to redeem approximately 247,700 Class A ordinary shares (valued as of June 18, 2024 at approximately $2,842,454 based on an approximate redemption value of $11.47 per Class A ordinary share on June 18, 2024), which will result in the issuance of approximately 403,114 shares of New Adagio Common Stock and approximately 341,098 Base Warrants (including the Class A ordinary shares that such Other PIPE Investors agreed not to redeem and that will convert into shares of New Adagio Common Stock at Closing in connection with the Business Combination); (iii) agreements to subscribe for and purchase at Closing approximately 1,706,666 shares of New Adagio Common Stock and approximately 1,440,000 Base Warrants for an aggregate purchase price of approximately $12,000,000; (iv) the contribution of (a) the $15,000,000 convertible promissory notes of Adagio, which the Perceptive PIPE Investor purchased from Adagio pursuant to that certain Note Purchase Agreement, dated as of April 4, 2023 (the “April 2023 Notes”), (b) the $8,000,000 convertible promissory notes of Adagio, which the Perceptive PIPE Investor purchased from Adagio pursuant to that certain Note Purchase Agreement, dated as of November 28, 2023 (the “November 2023 Notes”), (c) the $3,000,000 convertible promissory notes of Adagio, which the Perceptive PIPE Investor purchased from Adagio pursuant to that certain Note Purchase Agreement, dated as of May 21, 2024 (the “May 2024 Notes”), (d) any additional convertible promissory notes that Adagio may issue to the Perceptive PIPE Investor prior to the Closing Date to fund ongoing working capital requirements of Adagio prior to the Closing Date and that the Perceptive PIPE Investor may elect prior to the Closing Date to subject to its Subscription Agreement (such additional convertible promissory notes of Adagio, the “Additional Convertible Notes,” and, together with the April 2023 Notes, the November 2023 Notes and the May 2024 Notes, the “Bridge Financing Notes”) to the Company and any interest that has been accruing and will remain unpaid thereon prior to Closing pursuant to the terms of the Subscription Agreement executed by the Perceptive PIPE Investor; and (v) an additional cash investment by the Perceptive PIPE Investor of approximately $8,070,575 (which amount may be reduced by up to approximately $1,070,575 subject to Additional Financing (as defined below) being raised prior to Closing). In respect of its Subscription Agreement described in (iv) and (v) in the foregoing, the Perceptive PIPE Investor will be issued approximately 5,012,817 shares of New Adagio Common Stock and approximately 4,088,470 Base Warrants. As provided for in the Subscription Agreements, the number of shares of New Adagio Common Stock and Base Warrants issuable to the PIPE Investors will depend on the redemption value of the Class A ordinary shares at Closing, the average per share price of the Class A ordinary shares purchased by certain PIPE Investors in the open market and the amount of interest on the Bridge Financing Notes that will have accrued and be unpaid at Closing and be contributed to ListCo in exchange for shares of New Adagio Common Stock and PIPE Warrants. Further, under the Subscription Agreement executed by the Perceptive PIPE Investor, as amended, the Perceptive PIPE Investor may subject Additional Convertible Notes to its Subscription Agreement, which will result in the issuance of additional shares of New Adagio Common Stock and PIPE Warrants at the same issuance rate at which shares of New Adagio Common Stock and PIPE Warrants will be issued to the Perceptive PIPE Investor based on the contribution of the existing $26,000,000 of Bridge Financing Notes to ListCo (including any interest that has been accruing and will remain unpaid thereon prior to Closing), as described in the foregoing. Such New Adagio Common Stock and PIPE Warrant issuance rate for Additional Convertible Notes that the Perceptive PIPE Investor may subject to its Subscription Agreement is equal to approximately 0.12 shares of New Adagio Common Stock and 0.12 PIPE Warrants per U.S. Dollar loaned by the Perceptive PIPE Investor to Adagio under an Additional Convertible Note. The shares of New Adagio Common Stock and PIPE Warrants to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. ListCo will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination. Convertible Security Financing (Private Placement) In connection with the execution of the Business Combination Agreement, certain investors, including the Perceptive PIPE Investor (the “Convert Investors”), executed a securities purchase agreement, dated February 13, 2024, with the Company (such agreement and any assignment agreement thereunder in connection with any Additional Financing, the “Convertible Security Subscription Agreement”), pursuant to which the Company issued on the Closing Date to the Convert Investors $20,000,000 aggregate principal amount of 13% senior secured convertible notes (the “New Adagio Convertible Notes”), which will be convertible into shares of New Adagio Common Stock at a conversion price of $10.00 per share, subject to adjustment (the “Conversion Shares”), and 1,500,000 warrants (the “Convert Warrants”), which will be exercisable on a cashless basis or for cash at a price of $24.00 per share, subject to adjustment (the “Base Convert Financing”), and will expire on the seventh anniversary of the Closing. Such $20,000,000 investment in New Adagio Convertible Notes includes the conversion of the 2024 Bridge Financing Notes (as defined below) into New Adagio Convertible Notes and Convert Warrants at Closing, subject in each case to Additional Financing being raised prior to Closing, as further described below. The New Adagio Convertible Notes will have a maturity of 3 years and nine months after Closing and interest will be payable in cash or compound as additional principal outstanding. As described above, in connection with the execution of the Convertible Security Subscription Agreement, the Perceptive PIPE Investor also purchased a $7,000,000 convertible promissory note of Adagio (the “2024 Bridge Financing Notes”) pursuant to a note purchase agreement, dated February 13, 2024, by and among the Perceptive PIPE Investor, Adagio and the Company (the “2024 Bridge Financing Notes Subscription Agreement”). On the Closing Date, pursuant to the terms of the 2024 Bridge Financing Notes and the 2024 Bridge Financing Note Subscription Agreement, the 2024 Bridge Financing Notes will convert into $7,000,000 of New Adagio Convertible Notes and 525,000 Convert Warrants on the same terms as the other Convert Investors executing the Convertible Security Subscription Agreement (the conversion of the 2024 Bridge Financing Notes held by the Perceptive PIPE Investor into New Adagio Convertible Notes and Convert Warrants and the purchase of New Adagio Convertible Notes and Convert Warrants by the other Convert Investors in the Base Convert Financing, the “Convertible Security Financing”). Subject to the Parent and New Adagio receiving any new financing or commitment for financing (any such financing, an “Additional Financing”), whether in the form of equity, debt or convertible debt, before the Closing Date, the Perceptive PIPE Investor may request that, on the Closing Date, the 2024 Bridge Financing Note is repaid with the funds raised in connection with such Additional Financing instead of such 2024 Bridge Financing Note converting into New Adagio Convertible Notes and Convert Warrants. The New Adagio Convertible Notes and the Convert Warrants issuable in connection with the Convertible Security Financing have not been registered under the Securities Act and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. The Company will grant the Convert Investors certain registration rights in connection with the Convertible Security Financing. The Convertible Security Financing is contingent upon, among other things, the substantially concurrent Closing. As set forth in the Convertible security Subscription Agreement, the closing of $7,500,000 of financing by a Convert Investor is conditioned on New Adagio having a certain amount of available cash on the Closing Date. Pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, the Company, certain of its subsidiaries (other than Adagio Medical GmbH, a company organized under the laws of Germany and an excluded subsidiary thereunder) (the “Subsidiaries”) and the collateral agent (the “Collateral Agent”) on behalf of the Convert Investors, will enter into a security and pledge agreement (the “Convert Security Document”), pursuant to which the Company and the Subsidiaries will (i) pledge the equity interests in the Subsidiaries to the Collateral Agent, (ii) pledge all of their respective promissory notes, securities and other instruments evidencing indebtedness to the Collateral Agent, and (iii) grant to the Collateral Agent a security interest in and lien on all of their respective personal property and assets, including, among other items, all of their deposit accounts, chattel paper, documents, equipment, general intangibles, instruments and inventory, and all proceeds therefrom, in each case subject to customary exceptions, all as set forth in the form of the Convert Security Document. Additionally, pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, the Subsidiaries will deliver a guaranty (the “Convert Guaranty”) to the Collateral Agent pursuant to which the Subsidiaries will, jointly and severally, guarantee the Company’s obligation to repay the New Adagio Convertible Notes and all other obligations of the Company under the Convertible Security Subscription Agreement and the New Adagio Convertible Notes and other related transaction documents, as set forth in the form of the Convert Guaranty. Any additional subsidiaries of the Company formed or acquired after the closing date will be required to join the Convert Guaranty as additional guarantors. Convert Registration Rights Agreement The Conversion Shares, the Convert Warrants, the Convert Warrant Shares, the New Adagio Convertible Notes and any capital stock of the Company issued or issuable with respect to the Conversion Shares, have not been registered under the Securities Act. In connection with the Convertible Security Subscription Agreement, the Company and the Convert Investors agreed to enter into a Registration Rights Agreement (the “Convert Registration Rights Agreement”), pursuant to which the Company will be required to file a registration statement on Form S-3 or, if not available, Form S-1 (the “Convert Registration Statement”) with the SEC to register for resale all of the Registrable Securities (as defined in the Convert Registration Rights Agreement), including the Conversion Shares, the Convert Warrant Shares and any shares issuable with respect to the New Adagio Convertible Notes, as soon as practicable, but in no event later than 45 days after the Closing Date. In the event that the number of shares registered for resale under the Convert Registration Statement is insufficient to cover all of the Registrable Securities, the Company will amend the Registration Statement or file with the SEC a new registration statement to cover at least the Required Registration Amount (as defined in the Convert Registration Rights Agreement) as of the trading day immediately preceding the date of the filing of such amendment or new registration statement, as soon as practicable, but in any event not later than 15 days after the necessity therefor arises. If the Company fails to file the Convert Registration Statement when required, fails to obtain effectiveness by SEC when required or fails to maintain the effectiveness of the Convert Registration Statement pursuant to the Convert Registration Rights Agreement, then as partial relief for the damages to any holder by reason of any such delay in or reduction of, its ability to sell the underlying shares of New Adagio Common Stock, the Company will be required to pay each holder of Registrable Securities relating to such Convert Registration Statement an amount equal to one percent of such Convert Investor’s original principal amount according to the timelines laid out in the Convert Registration Rights Agreement. The Convert Registration Rights Agreement also provides the parties with “piggy-back” registration rights, subject to certain requirements and customary conditions. Investor Rights Agreement Concurrently with the execution of the Business Combination Agreement, the Company, the Parent, the Perceptive PIPE Investor, the Sponsor and the other shareholders of Class B ordinary shares (the “Other Class B Shareholders”) and certain Adagio stockholders entered into an investor rights agreement (the “Investor Rights Agreement”) pursuant to which, among other things, the Perceptive PIPE Investor, the Sponsor, the Other Class B Shareholders, certain Adagio stockholders and investors in the Convertible Security Financing will be granted certain customary registration rights. Further, subject to customary exceptions set forth in the Investor Rights Agreement, the shares of New Adagio Common Stock beneficially owned or owned of record by the Sponsor, the Perceptive PIPE Investor, certain officers and directors of the Parent and New Adagio (including any shares of New Adagio Common Stock issued pursuant to the Business Combination Agreement or the PIPE Financing) will be subject to a lock-up period beginning on the Closing Date until the date that is the earlier of (i) 365 days following the Closing Date (or six months after the Closing Date, in the case of Olav Bergheim, John Dahldorf, Hakon Bergheim, Todd Wider, Michael Henderson and Leslie Trigg) or (ii) the first date subsequent to the Closing Date with respect to which the closing price of the shares of New Adagio Common Stock equals or exceeds $12.00 per share for any 20 30 150 days Pursuant to the terms of the Investor Rights Agreement, the Company will be obligated to file a registration statement to register the resale of certain shares of New Adagio Common Stock within 45 days after the Closing, and the Company is required at all times to maintain the effectiveness of such resale registration statement for the benefit of the holders party to the agreement. In addition, pursuant to the terms of the Investor Rights Agreement and subject to certain requirements and customary conditions, the certain Adagio stockholders, the Perceptive PIPE Investor and the Sponsor (including the Permitted Transferees (as defined therein) of the Perceptive PIPE Investor and the Sponsor) may demand at any time or from time to time, that the Company file a registration statement on Form S-3 (or on Form S-1 if Form S-3 is not available) to register the securities of the Company held by such holders. The Investor Rights Agreement will also provide holders party thereto with “piggy-back” registration rights, subject to certain requirements and customary conditions. The Registration and Shareholder Rights Agreement, dated March 2, 2021, by and among the Parent, the Sponsor and the other parties thereto will be terminated in connection with the consummation of the Business Combination and replaced by the Investor Rights Agreement. | Note 6 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the financial statements were issued and has concluded that, other than the event described below, all such events that would require recognition or disclosure have been recognized or disclosed. On July 31, 2024, Adagio announced the closing of its previously announced Business Combination with the Parent and the Company. In connection with the closing of the Business Combination, the Company changed its name to “Adagio Medical Holdings, Inc.” The common stock of New Adagio began trading on August 1, 2024, under the symbols ADGM on the Nasdaq Capital Market. Upon the consummation of the Business Combination, Adagio and the Parent became the direct wholly owned subsidiaries of the Company (see Note 4). | |
Adagio Medical Inc | |||
Subsequent Events | Note 16 — Subsequent Events The Company evaluates subsequent events and transactions that occurred after the condensed consolidated balance sheet date up to August 14, 2024, the date the condensed consolidated financial statements are available to be issued. During this period, the Company did not identify any subsequent events that would have required adjustment in the condensed consolidated financial statements. July 2024 Convertible Notes On July 23, 2024, the Company issued a $1.0 million convertible promissory note (“July 2024 Convertible Notes”) to Perceptive PIPE Investor that matures upon the termination of the Business Combination Agreement in accordance with its terms. It accrues simple interest at eight percent (8.0%) per annum. Effective upon the closing of the Transaction, the July 2024 Convertible Notes was automatically convert into the type of securities that are issued in the PIPE Financing in an amount equal to the then-outstanding principal amount and any accrued and unpaid interest, divided by the effective price of the securities sold in the PIPE Financing. Consummation of Business Combination On July 31, 2024, the Company announced the closing of its previously announced Business Combination with ARYA and ListCo. Upon the closing of the merger, ListCo changed its name to “Adagio Medical Holdings, Inc.” The common stock of New Adagio began trading on August 1, 2024, under the symbols ADGM on the Nasdaq Capital Market. Upon the consummation of the Business Combination, ARYA and the Company became the direct wholly-owned subsidiaries of Adagio Medical Holding, Inc. In conversion of the Company’s certain liabilities and equity outstanding prior to the closing of the merger: a) each common stock warrant of Adagio (other than the pre-funded warrants for Series E Preferred Stocks) were terminated in accordance with the terms of the applicable warrant agreement; b) all issued and outstanding October 2022 Convertible Notes including any accrued and unpaid interest thereon, are automatically and fully converted into shares of Adagio common stock in accordance with the terms of such October 2022 Convertible Notes, and October 2022 Convertible Notes are cancelled, satisfied, extinguished, discharged and retired in connection with such conversion; c) all issued and outstanding April 2023 Convertible Notes, November 2023 Convertible Notes, May 2024 Convertible Notes, June 2024 Convertible Notes, and July 2024 Convertible Notes including any accrued and unpaid interest thereon, are exchanged for New Adagio common stock and warrants exercisable for shares of New Adagio common stock, subject to adjustment, based on the terms and subject to the conditions set forth in the applicable bridge notes agreement and applicable subscription agreements; d) each share of preferred stock, par value $0.001 per share, of Adagio that is issued and outstanding are automatically converted into shares of Adagio common stock, and each such share of Adagio preferred stock are cancelled; e) all issued and outstanding shares of Adagio common stock (other than treasury shares and shares with respect to which appraisal rights under the Delaware General Corporation Law are properly exercised and not withdrawn). Each pre-funded warrants for Series E Preferred Stocks that had been issued and outstanding immediately prior to the Adagio Merger Effective Time are automatically cancelled and extinguished and converted into the right to receive shares of New Adagio common stock based on the exchange ratio set forth in the Business Combination Agreement; f) each issued, outstanding and unexercised option to purchase Adagio common stock had been vested prior to the closing of merger with an aggregate value that exceeds the aggregate exercise price of such Adagio option (each an “In-the-Money Adagio Option”) are cancelled and extinguished in exchange for options to purchase shares of New Adagio common stock, and each issued and outstanding Adagio equity award (other than an In-the-Money Adagio Option) are automatically cancelled and extinguished for no consideration, and each holder thereof will cease to have any rights with respect thereto; g) outstanding SVB Term Loan is paid off by Adagio prior to the Closing; and h) $7,000,000 of February 2024 Convertible Notes is converted into New Adagio convertible notes and convert warrants. In connection with the Business Combination, the combined company raised financing valued at approximately $84.2 million, which consisted of funds held in ARYA’s trust account, a concurrent equity and warrant private placement (including $29.5 million of bridge financing used by Adagio prior to closing and funds from ARYA’s trust account not redeemed) led by, among others, Perceptive PIPE Investor, RA Capital Management and RTW Investments, and a concurrent convertible security financing (including $7.0 million of bridge financing used by Adagio prior to closing) led by, among others, an institutional investor and Perceptive PIPE Investor. The Business Combination is expected to be accounted for as a forward-merger in accordance with U.S. GAAP. Under this method of accounting, ListCo is treated as the “accounting acquirer” and Adagio as the “accounting acquiree” for financial reporting purposes. Accordingly, the Business Combination is expected to be accounted for using the acquisition method of accounting. The acquisition method of accounting is based on FASB ASC 805 and uses the fair value concepts defined in ASC 820. As of the date the condensed consolidated financial statements are available to be issued, the Company is still in the process of analyzing the accounting impact of the Business Combination. | Note 16 — Subsequent Events The Company evaluates subsequent events and transactions that occurred after the balance sheet date up to April 18, 2024, the date the consolidated financial statements are available to be issued. During this period, other than the events disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. Business Combination Agreement On February 13, 2024, ARYA, a Cayman Islands exempted company, Aja HoldCo, Inc., a Delaware corporation (“ListCo”), Aja Merger Sub 1, a Cayman Islands exempted company (“ARYA Merger Sub”), the Company, and Aja Merger Sub 2, Inc., a Delaware corporation (“Company Merger Sub”) entered into the business combination agreement pursuant to which (i) ARYA Merger Sub will be merged with and into ARYA (the “ARYA Merger”), with ARYA surviving the ARYA Merger as a direct wholly-owned subsidiary of ListCo and (ii) Company Merger Sub will be merged with and into Adagio (the “Adagio Merger” and, together with the ARYA Merger, the “Mergers”), with Adagio surviving the Adagio Merger as a direct wholly-owned subsidiary of ListCo (the “Business Combination”). In connection with the consummation of the Business Combination, ListCo will change its name to “Adagio Medical, Inc.” (“New Adagio”). The closing of the Business Combination is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, the receipt of required approval by the stockholders of the Company and ARYA, required regulatory approvals and the fulfillment of other conditions set forth in the Merger Agreement, and the effectiveness of the registration statement to be filed with the U.S. Securities and Exchange Commission in connection with the business combination. New Adagio Convertible Notes and 2024 Bridge Financing Note In connection with the Business Combination, certain investors executed a securities purchase agreement, dated February 13, 2024, with ListCo (the “Convertible Security Subscription Agreement”), pursuant to which ListCo issued on the closing date to the certain investors (“Convert Investors”) $20.0 million of 13% senior secured convertible notes (the “New Adagio Convertible Notes”), which will be convertible into shares of New Adagio common stock, and warrants (the “Convert Warrants”), each of which will be exercisable on a cashless basis or for one share of New Adagio common stock at $24.00 per share, subject to adjustment (the “Base Convert Financing”). The New Adagio Convertible Notes will have a maturity of three years and nine months The Perceptive PIPE Investor also purchased a $7.0 million convertible promissory note of Adagio (the “2024 Bridge Financing Note”) pursuant to a note purchase agreement, dated February 13, 2024, by and among the Perceptive PIPE Investor, the Company and ListCo (the “2024 Bridge Financing Note Subscription Agreement”). As of the issuance date, the Company has received the principal of $7.0 million. On the closing date, pursuant to the terms of the 2024 Bridge Financing Note and the 2024 Bridge Financing Note Subscription Agreement, the 2024 Bridge Financing Note will convert into New Adagio Convertible Notes and Convert Warrants, and the Perceptive PIPE Investor will subscribe for $5.5 million of New Adagio Convertible Notes and 937,500 Convert Warrants, on the same terms as the Convert Investors executing the Convertible Security Subscription Agreement (such commitment by the Perceptive PIPE Investor to purchase New Adagio Convertible Notes and Convert Warrants, the “Perceptive Convertible Note Commitment,” and the conversion of the 2024 Bridge Financing Note and purchase of New Adagio Convertible Notes and Convert Warrants pursuant to the Perceptive Convertible Note Commitment as part of the Base Convert Financing, the “Convertible Security Financing”). Subject to ARYA and New Adagio receiving any new financing or commitment for financing, whether in the form of equity, debt or convertible debt, before the closing date, the Perceptive PIPE Investor may request that on the closing date the 2024 Bridge Financing Note is repaid, the Perceptive Convertible Note Commitment is reduced or a combination of both. The New Adagio Convertible Notes, the Convert Warrants or any shares of New Adagio common stock issuable in connection with the Convertible Security Financing have not been registered under the Securities Act and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. ListCo will grant the Perceptive PIPE Investor and the Convert Investors certain registration rights in connection with the Convertible Security Financing. The Convertible Security Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination. |
Summary of Significant Accou_23
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Basis of Presentation | Basis of Presentation The financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). | Basis of Presentation The financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). | |
Use of Estimates and Assumptions | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2024 and December 31, 2023, the carrying values of accounts payable due to related party approximate their fair values due to the short-term nature of the instruments. | ||
Fair Value Option for Convertible Notes | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. | |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and immaterial amounts were accrued for the payment of penalties for the period from December 19, 2023 to December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2024. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and immaterial amounts were accrued for the payment of penalties for the years ended June 30, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | |
Recently Adopted Accounting Pronouncements | Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. | Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. | |
Adagio Medical Inc | |||
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). | Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). | |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new standard at the time private companies adopt the new or revised standard. | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new standard at the time private companies adopt the new or revised standard. | |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of Adagio Medical, Inc. and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. | Principles of Consolidation The consolidated financial statements include the accounts of Adagio Medical, Inc. and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. | |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and disclosures of contingent assets and liabilities. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue and expenses that are not readily apparent from other sources. Actual results could differ from those estimates. | Use of Estimates and Assumptions The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and disclosures of contingent assets and liabilities. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue and expenses that are not readily apparent from other sources. Actual results could differ from those estimates. | |
Segments | Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates as one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. | Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates as one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less from the date of purchase, including its money market account, to be cash equivalents. All of the Company’s cash equivalents have liquid markets. Cash deposits held in accounts at each United States financial institution are insured up to $0.25 million by the Federal Deposit Insurance Corporation (“FDIC”). Cash deposits held in accounts at each European Union financial institution are insured up to €0.1 million by the Deposit Guarantee Scheme. The Company maintains its cash in bank deposit accounts that, at times, may exceed the stated insured limits. Any loss incurred or lack of access to uninsured funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. Management does not expect any losses on such accounts. | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less from the date of purchase, including its money market account, to be cash equivalents. All of the Company’s cash equivalents have liquid markets. Cash deposits held in accounts at each United States financial institution are insured up to $0.25 million by the Federal Deposit Insurance Corporation (“FDIC”). Cash deposits held in accounts at each European Union financial institution are insured up to €0.1 million by the Deposit Guarantee Scheme. The Company maintains its cash in bank deposit accounts that, at times, may exceed FDIC insured limits. Any loss incurred or lack of access to uninsured funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. Management does not expect any losses on such accounts. | |
Concentrations of Credit Risk and Off-Balance Sheet Risk | Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents. The Company deposits its cash and cash equivalents with major financial institutions; however, at times, deposits may exceed the amount of insurance provided. The Company has not experienced any losses on its deposits since inception. As of June 30, 2024, $1.2 million of the Company’s cash was held with Silicon Valley Bank (“SVB”), and exceeded federally insured limits. On March 10, 2023, Silicon Valley Bank was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. On March 12, 2023, the Secretary of the Treasury, the chair of the Federal Reserve Board and the chairman of the FDIC released a joint statement related to the FDIC’s resolution of the Silicon Valley Bank receivership, which provided that all depositors would have access to all their money starting March 13, 2023. As of the issuance date of these financial statements, all cash deposited by the Company with SVB, now a division of First Citizens Bank and Trust Company, has been accessible by the Company. | Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents. The Company deposits its cash and cash equivalents with major financial institutions; however, at times, deposits may exceed the amount of insurance provided. The Company has not experienced any losses on its deposits since inception. On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which immediately appointed the FDIC as receiver. SVB held $0.5 million of the Company’s cash and cash equivalents as of December 31, 2023. The Company’s full exposure was ultimately covered by the FDIC and no loss was incurred. | |
Revenue Recognition | Revenue Recognition The Company generates product revenue primarily from the sale of cryoablation catheters, stylets, esophageal warming balloons, and other accessories (collectively, the “Consumables”) used with the Company’s cryoablation consoles (“Consoles”). The Company sells its products directly to hospitals and medical centers. To a lesser extent, the Company also generates lease revenue from the implied rental of Consoles loaned to customers at no charge. The Company accounts for revenue earned from contracts with customers under ASC 606, Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer. ● Step 2: Identify the performance obligations in the contract. ● Step 3: Determine the transaction price. ● Step 4: Allocate the transaction price to the performance obligations in the contract. ● Step 5: Recognize revenue when, or as, the company satisfies a performance obligation. The Company’s customer contracts generally have performance obligations that contain deliverables consisting of the Consumables and may also include Consoles loaned to customers. The Company evaluates each promise within a multiple-performance obligation arrangement to determine whether it represents a distinct performance obligation. The primary performance obligations in the Company’s customer arrangements from which it derives revenue is the sale of the Consumables. When the Company loans the Console to the customer, it retains title to the Console at all times and does not require minimum purchase commitments from the customer related to any Consumables. In such cases, the Company invoices the customer for the Consumables based on customer orders received. Over time, the Company expects to recover the cost of the loaned Console through the customer’s continued purchasing and use of additional Consumables. For these reasons, the Company has determined that part of the arrangement consideration for the Consumables is an implied rental payment for use of the Console. Therefore, the Company allocates the arrangement consideration between the lease components (i.e., the Console) and non-lease components (i.e., the Consumables) based on the relative estimated standalone selling price of each distinct performance obligation consistent with ASC 842, Leases Revenue from sales to customers of the Consumables is classified as revenue in the Company’s condensed consolidated statements of operations and comprehensive loss. The delivery of the Consumables are performance obligations satisfied at a point in time, when the control of the goods is transferred to the customer (i.e., FOB Shipping Point). Revenue is recognized when control is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for the product. Other Revenue Considerations Revenue is reported net of sales tax. The Company has made the accounting policy election not to recognize a separate performance obligation for the shipment of products to the customer but to account for it as fulfillment cost. The Company’s contracts primarily include fixed consideration. The Company only includes estimated variable amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Customers are generally required to pay within 30 days. Any incremental costs to obtain contracts are recorded as selling, general and administrative expense as incurred due to the short duration of the Company’s contracts. The Company does not assess whether promised goods or services are performance obligations if they are deemed immaterial in the context of the contract with the customer. Additionally, the Company does not assess whether a contract has a significant financing component if the expectation at contract inception is that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. For the six months ended June 30, 2024 and 2023, revenue was generated only from European markets. | Revenue Recognition The Company generates product revenue primarily from the sale of cryoablation catheters, stylets, esophageal warming balloons, and other accessories (collectively, the “Consumables”) used with the Company’s cryoablation consoles (“Consoles”). The Company sells its products directly to hospitals and medical centers. To a lesser extent, the Company also generates lease revenue from the implied rental of Consoles loaned to customers at no charge. The Company accounts for revenue earned from contracts with customers under ASC 606, Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer. ● Step 2: Identify the performance obligations in the contract. ● Step 3: Determine the transaction price. ● Step 4: Allocate the transaction price to the performance obligations in the contract. ● Step 5: Recognize revenue when, or as, the company satisfies a performance obligation. The Company’s customer contracts generally have performance obligations that contain deliverables consisting of the Consumables and may also include Consoles loaned to customers. The Company evaluates each promise within a multiple-performance obligation arrangement to determine whether it represents a distinct performance obligation. The primary performance obligations in the Company’s customer arrangements from which it derives revenue is the sale of the Consumables. When the Company loans the Console to the customer, it retains title to the Console at all times and does not require minimum purchase commitments from the customer related to any Consumables. In such cases, the Company invoices the customer for the Consumables based on customer orders received. Over time, the Company expects to recover the cost of the loaned Console through the customer’s continued purchasing and use of additional Consumables. For these reasons, the Company has determined that part of the arrangement consideration for the Consumables is an implied rental payment for use of the Console. Therefore, the Company allocates the arrangement consideration between the lease components (i.e., the Console) and non-lease components (i.e., the Consumables) based on the relative estimated standalone selling price of each distinct performance obligation consistent with ASC 842, Leases Revenue from sales to customers of the Consumables is classified as revenue in the Company’s consolidated statements of operations and comprehensive loss. The delivery of the Consumables are performance obligations satisfied at a point in time, when the control of the goods is transferred to the customer (i.e., FOB Shipping Point). Revenue is recognized when control is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for the product. Other Revenue Considerations Revenue is reported net of sales tax. The Company has made the accounting policy election not to recognize a separate performance obligation for the shipment of products to the customer but to account for it as fulfillment cost. The Company’s contracts primarily include fixed consideration. The Company only includes estimated variable amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Customers are generally required to pay within 30 days. Any incremental costs to obtain contracts are recorded as selling, general and administrative expense as incurred due to the short duration of the Company’s contracts. The Company does not assess whether promised goods or services are performance obligations if they are deemed immaterial in the context of the contract with the customer. Additionally, the Company does not assess whether a contract has a significant financing component if the expectation at contract inception is that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. For the years ended December 31, 2023 and 2022, revenue was generated only from European markets. | |
Inventory | Inventory Inventory consists of raw materials, work-in-process, and finished products and is valued at the lower of cost or net realizable value. The method by which that amounts are removed from the inventory is first-in first-out (“FIFO”). Cost may include materials, labor, and manufacturing overhead. The carrying value of inventory is reviewed for potential impairment whenever indicators suggest that the cost of inventory exceeds the carrying value and management adjusts the inventory to its net realizable value. The Company also periodically evaluates inventory for estimated losses from excess quantities and obsolescence and writes down the cost of inventory to net realizable value at the time such determinations are made. Net realizable value is determined using the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose. Inventory used in research and development activities is expensed when incurred. | Inventory Inventory consists of raw materials, work-in-process, and finished products and is valued at the lower of cost or net realizable value. The method by which that amounts are removed from the inventory is first-in first-out (“FIFO”). Cost may include materials, labor, and manufacturing overhead. The carrying value of inventory is reviewed for potential impairment whenever indicators suggest that the cost of inventory exceeds the carrying value and management adjusts the inventory to its net realizable value. The Company also periodically evaluates inventory for estimated losses from excess quantities and obsolescence and writes down the cost of inventory to net realizable value at the time such determinations are made. Net realizable value is determined using the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose. Inventory used in research & development activities are expensed when incurred. | |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets, generally three Property and equipment includes equipment that is loaned to customers and located at customer premises. The Company retains ownership of the equipment held for evaluation by customers and has the right to remove the equipment if it is not being utilized according to expectations. | Property and Equipment Property and equipment are recorded at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets, generally three Property and equipment includes equipment that is loaned to customers and located at customer premises. The Company retains ownership of the equipment held for evaluation by customers and has the right to remove the equipment if it is not being utilized according to expectations. | |
Concentrations | Concentrations The Company had two suppliers exceed 10.0% of total accounts payable as of June 30, 2024, representing 82.0% of accounts payable. As of December 31, 2023, the Company had three suppliers exceed 10.0% of total accounts payable, representing 71.6% of accounts payable. The Company’s five and ten largest suppliers accounted for approximately 45.3% and 55.0%, respectively, of the Company’s expenditures for the six months ended June 30, 2024. The Company’s five and ten largest suppliers accounted for approximately 29.2% and 37.6%, respectively, of the Company’s expenditures for the six months ended June 30, 2023. | Concentrations The Company had three suppliers exceed 10.0% of total accounts payable as of December 31, 2023, representing 71.6% of accounts payable. As of December 31, 2022, the Company had one supplier exceed 10.0% of total accounts payable, representing 17.1% of accounts payable. The Company’s five and ten largest suppliers accounted for approximately 45.0% and 54.3%, respectively, of the Company’s expenditures for the year ended December 31, 2023. The Company’s five and ten largest suppliers accounted for approximately 23.0% and 31.8%, respectively, of the Company’s expenditures for the year ended December 31, 2022. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment and finite-lived intangible assets, for impairment annually or whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss is recognized when the asset’s carrying value exceeds the total undiscounted cash flows expected from its use and eventual disposition. The amount of the impairment loss is determined as the excess of the carrying value of the asset over its fair value. For the six months ended June 30, 2024 and 2023, the Company determined that there was no impairment of long-lived assets. | Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment and finite-lived intangible assets, for impairment annually or whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss is recognized when the asset’s carrying value exceeds the total undiscounted cash flows expected from its use and eventual disposition. The amount of the impairment loss is determined as the excess of the carrying value of the asset over its fair value. For the years ended December 31, 2023 and 2022, the Company determined that there was no impairment of long-lived assets. | |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The assets, liabilities, and results of operations of Adagio Medical GmbH are recorded using the Euro as the designated functional currency, which is the currency of the primary economic environment in which Adagio Medical GmbH operates. Consequently, transactions in currencies other than Euro are measured and recorded in Euro. Upon consolidation with the Company, its assets and liabilities are translated to U.S. Dollars at currency exchange rates as of the condensed consolidated balance sheet date and its revenues and expenses are translated at the weighted-average currency exchange rates during the applicable reporting periods. Translation adjustments resulting from the process of translating this entity’s financial statements are reported in accumulated other comprehensive income (loss) in the condensed consolidated balance sheets and foreign currency translation adjustment in the condensed consolidated statements of operations and comprehensive loss. | Foreign Currency Translation and Transactions The assets, liabilities, and results of operations of Adagio Medical GmbH are recorded using the Euro as the designated functional currency, which is the currency of the primary economic environment in which Adagio Medical GmbH operates. Consequently, transactions in currencies other than Euro are measured and recorded in Euro. Upon consolidation with the Company, its assets and liabilities are translated to U.S. Dollars at currency exchange rates as of the balance sheet date and its revenues and expenses are translated at the weighted-average currency exchange rates during the applicable reporting periods. Translation adjustments resulting from the process of translating this entity’s financial statements are reported in accumulated other comprehensive income (loss) in the consolidated balance sheets and foreign currency translation adjustment in the consolidated statements of operations and comprehensive loss. | |
Leases | Leases The Company accounts for its lease property under ASC 842. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the condensed consolidated balance sheets as both a right-of-use asset and a lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate, which is the rate for collateralized borrowings based on the current economic environment, current borrowings, value of leases, currency in which the lease obligation is satisfied, rate sensitivity, lease term and materiality. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset results in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. The Company determines whether a contract is or contains a lease at the inception of the contract. A contract will be deemed to be or contain a lease if the contract conveys the right to control and direct the use of identified property, plant, or equipment for a period of time in exchange for consideration. The Company generally must also have the right to obtain substantially all of the economic benefits from the use of the property, plant, and equipment. The Company uses the implicit rate in the lease agreement, when readily available, or its incremental borrowing rate as the basis to calculate the present value of future lease payments at lease commencement. The incremental borrowing rate represents the rate the Company would have to pay to borrow funds on a collateralize basis over a similar term and in a similar economic environment. In calculating the right-of-use asset and lease liability, the Company elected to combine lease and non-lease components for its real estate leases. The Company adopted the policy election to exclude short-term leases having initial terms of 12 months from the initial recognition provisions of ASC 842. Refer to Note 9—Operating Leases The Company’s implied rental agreements for its consoles qualify as operating leases and as such, revenue is recognized in accordance with ASC 842 , Leases Revenue from Contracts with Customers | Leases The Company accounts for its lease property under ASC 842. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheets as both a right-of-use asset and a lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate, which is the rate for collateralized borrowings based on the current economic environment, current borrowings, value of leases, currency in which the lease obligation is satisfied, rate sensitivity, lease term and materiality. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset results in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. The Company determines whether a contract is or contains a lease at the inception of the contract. A contract will be deemed to be or contain a lease if the contract conveys the right to control and direct the use of identified property, plant, or equipment for a period of time in exchange for consideration. The Company generally must also have the right to obtain substantially all of the economic benefits from the use of the property, plant, and equipment. The Company uses the implicit rate in the lease agreement, when readily available, or its incremental borrowing rate as the basis to calculate the present value of future lease payments at lease commencement. The incremental borrowing rate represents the rate the Company would have to pay to borrow funds on a collateralize basis over a similar term and in a similar economic environment. In calculating the right-of-use asset and lease liability, the Company elected to combine lease and non-lease components for its real estate leases. The Company adopted the policy election to exclude short-term leases having initial terms of 12 months from the initial recognition provisions of ASC 842. Refer to Note 9—Operating Leases The Company’s implied rental agreements for its consoles qualify as operating leases and as such, revenue is recognized in accordance with ASC 842 , Leases Revenue from Contracts with Customers | |
Cost of Revenue | Cost of Revenue Cost of revenue includes raw materials, direct labor, manufacturing overhead, shipping and receiving costs and other less significant indirect costs related to the production of the Company’s products. Cost of revenue also includes the depreciation expense of Consoles loaned to the customers. | Cost of Revenue Cost of revenue includes raw materials, direct labor, manufacturing overhead, shipping and receiving costs and other less significant indirect costs related to the production of the Company’s products. Cost of revenue also includes the depreciation expense of Consoles loaned to the customers. | |
Research and Development | Research and Development Research and development expenses consist primarily of salaries, consulting fees, and employee-related costs (including stock-based compensation) for personnel directly engaged in research and development activities, clinical trial expenses, equipment costs, material costs, allocated rent and facilities costs, and depreciation. Research and development expenses relating to possible future products are expensed as incurred. The Company also accrues and expenses costs for activities associated with clinical trials performed by third parties as incurred. | Research and Development Research and development expenses consist primarily of salaries, consulting fees, and employee-related costs (including stock-based compensation) for personnel directly engaged in research and development activities, clinical trial expenses, equipment costs, material costs, allocated rent and facilities costs, and depreciation. Research and development expenses relating to possible future products are expensed as incurred. The Company also accrues and expenses costs for activities associated with clinical trials performed by third parties as incurred. | |
Selling, General and Administrative | Selling, General and Administrative Selling, general and administrative expenses consist primarily of salaries, and employee-related costs (including stock-based compensation) for personnel in executive, finance and other administrative functions, allocated rent and facilities costs, legal fees relating to intellectual property and corporate matters, professional fees for accounting and consulting services, marketing costs and insurance costs. The Company expenses all selling, general, and administrative costs as incurred. The incurred transaction costs are recorded in selling, general, and administrative costs. | Selling, General and Administrative Selling, general and administrative consist primarily of salaries, and employee-related costs (including stock-based compensation) for personnel in executive, finance and other administrative functions, allocated rent and facilities costs, legal fees relating to intellectual property and corporate matters, professional fees for accounting and consulting services, marketing costs and insurance costs. The Company expenses all selling, general, and administrative costs as incurred. | |
Accrued Transaction Costs | Accrued Transaction Costs In connection with the Business Combination, the Company accrued transaction costs, consisting primarily of legal, accounting and other professional fees, which were incurred and expensed as of June 30, 2024, but not yet paid. The accrued expenses are recorded in accrued transaction costs on the condensed consolidated balance sheets. | Accrued Transaction Costs In connection with the expected Transaction (as defined in Note 7-Debt | |
Fair Value Measurements | Fair Value Measurements Fair value measurements are based on the premise that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy is used in determining the inputs for measuring fair value: ● Level 1—Quoted prices in active markets for identical assets or liabilities. ● Level 2—Observable inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. ● Level 3—Unobservable inputs which are supported by little or no market activity and consist of financial instruments valued using pricing models, discounted cash flow methodologies or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Management’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed, or initial amounts recorded may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange. The fair value of the convertible notes payable and warrant liabilities may be impacted by certain unobservable inputs, most significantly with regard to discount rates, expected volatility and historical and projected performance. Significant changes to these inputs in isolation could result in a significantly different fair value measurement. | Fair Value Measurements Fair value measurements are based on the premise that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy is used in determining the inputs for measuring fair value: ● Level 1—Quoted prices in active markets for identical assets or liabilities. ● Level 2—Observable inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. ● Level 3—Unobservable inputs which are supported by little or no market activity and consist of financial instruments valued using pricing models, discounted cash flow methodologies or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Management’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed, or initial amounts recorded may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange. The fair value of the convertible notes payable may be impacted by certain unobservable inputs, most significantly with regard to discount rates, expected volatility and historical and projected performance. Significant changes to these inputs in isolation could result in a significantly different fair value measurement. | |
Fair Value Option for Convertible Notes | Fair Value Option for Convertible Notes As permitted under ASC 825, Financial Instruments 2023 Convertible Notes, February 2024 Convertible Notes, May 2024 Convertible Notes, and June 2024 Convertible Notes were expensed as incurred (i.e., not recognized as deferred costs). Refer to Note 3-Fair Value Measurements | Fair Value Option for Convertible Notes As permitted under ASC 825, Financial Instruments Note 3-Fair Value Measurements | |
Warrants | Warrants The Company accounts for certain common stock warrants and pre-funded warrants outstanding as warrant liabilities at fair value, determined using the Black-Scholes option pricing model, on the condensed consolidated balance sheets in accordance with ASC 815, Derivatives and Hedging The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to a liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the condensed consolidated balance sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the condensed consolidated balance sheet date. Changes in fair value are recognized as warrant liabilities fair value adjustment in the condensed consolidated statements of operations and comprehensive loss. The liability is subject to re-measurement at the end of each reporting period. See Note 8-Warrants | Warrants The Company accounts for certain common stock warrants outstanding as warrant liabilities at fair value, determined using the Black-Scholes option pricing model, on the consolidated balance sheets in accordance with ASC 815, Derivatives and Hedging The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to a liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Changes in fair value are recognized as warrant liabilities fair value adjustment in the consolidated statements of operations and comprehensive loss. The liability is subject to re-measurement at the end of each reporting period. See Note 8-Warrants | |
Term Loan | Term Loan The Company accounts for the term loan at residual value on the date of issuance. The expected life of the term loan is the contractual term ending on the maturity date. The Company classifies the term loan as current liabilities within twelve months of the maturity date or when otherwise due. Interest expense is recognized in the condensed consolidated statements of operations and comprehensive loss over the contractual term of the loan. See Note 7-Debt | Term Loan The Company accounts for the term loan at residual value on the date of issuance. The expected life of the term loan is the contractual term ending on the maturity date. The Company classifies the term loan as current liabilities within twelve months of the maturity date or when otherwise due. Interest expense is recognized in the consolidated statements of operations and comprehensive loss over the contractual term of the loan. See Note 7-Debt | |
Convertible Preferred Stock | Convertible Preferred Stock The Company records convertible preferred stock at fair value on the dates of issuance, net of issuance costs. Upon the occurrence of certain events that are outside the Company’s control, including a deemed liquidation event, holders of the convertible preferred stock can cause redemption for cash. Each share of preferred stock would automatically be converted into shares of common stock at the then effective conversion rate immediately upon the earlier of (i) the election of the holders of a majority of the outstanding shares of preferred stock, voting as a separate class on an as-converted to common stock basis, or (ii) the closing of the sale of the Company’s common stock in a firm commitment, underwritten public offering registered under the Securities Act of 1933, as amended, with aggregate offering proceeds to the Company (before deduction for underwriters’ discounts and expenses relating to the issuance) of at least $75.0 million and a public offering price per share equal to at least $67.83 (subject to adjustments for stock dividends, splits, combinations and similar events). As the preferred stock is considered to be contingently redeemable, the preferred stock has been classified outside of permanent equity. The preferred stock will be accreted to its redemption value if the deemed liquidation events are considered probable of occurring. | Convertible Preferred Stock The Company records convertible preferred stock at fair value on the dates of issuance, net of issuance costs. Upon the occurrence of certain events that are outside the Company’s control, including a deemed liquidation event, holders of the convertible preferred stock can cause redemption for cash. Each share of preferred stock would automatically be converted into shares of common stock at the then effective conversion rate immediately upon the earlier of (i) the election of the holders of a majority of the outstanding shares of preferred stock, voting as a separate class on an as-converted to common stock basis, or (ii) the closing of the sale of the Company’s common stock in a firm commitment, underwritten public offering registered under the Securities Act of 1933, as amended, with aggregate offering proceeds to the Company (before deduction for underwriters’ discounts and expenses relating to the issuance) of at least $75.0 million and a public offering price per share equal to at least $67.83 (subject to adjustments for stock dividends, splits, combinations and similar events). As the preferred stock is considered to be contingently redeemable, the preferred stock has been classified outside of permanent equity. The preferred stock will be accreted to its redemption value if the deemed liquidation events are considered probable of occurring. | |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes compensation expense for all stock-based awards issued to employees and non-employees based on the estimated grant-date fair value, which is recognized as expense on a straight-line basis over the requisite service period. The Company has elected to recognize forfeitures as they occur. The fair value of stock options is determined using the Black-Scholes option-pricing model. The determination of fair value for stock-based awards on the date of grant using an option-pricing model requires management to make certain assumptions including expected volatility, expected term, risk-free interest rate and expected dividends in addition to the Company’s common stock valuation. Refer to Note 12-Stock-Based Compensation Due to the absence of an active market for the Company’s common stock, the Company utilized methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Audit and Accounting Practice Aid Series: Valuation of Privately Held Company Equity Securities Issued as Compensation | Stock-Based Compensation The Company recognizes compensation expense for all stock-based awards issued to employees and non-employees based on the estimated grant-date fair value, which is recognized as expense on a straight-line basis over the requisite service period. The Company has elected to recognize forfeitures as they occur. The fair value of stock options is determined using the Black-Scholes option-pricing model. The determination of fair value for stock-based awards on the date of grant using an option-pricing model requires management to make certain assumptions including expected volatility, expected term, risk-free interest rate and expected dividends in addition to the Company’s common stock valuation. Refer to Note 12-Stock-Based Compensation Due to the absence of an active market for the Company’s common stock, the Company utilized methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Audit and Accounting Practice Aid Series: Valuation of Privately Held Company Equity Securities Issued as Compensation | |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company adopted ASU 2019-12, Simplifying the Accounting for Income Taxes To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. Refer to Note 14-Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company adopted ASU 2019-12, Simplifying the Accounting for Income Taxes To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. Refer to Note 14-Income Taxes | |
Recently Adopted Accounting Pronouncements | Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s unaudited consolidated condensed financial statements. | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments - Credit Losses (Topic 326) |
Fair Value Measurements (Tabl_4
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Schedule of assumptions used in estimating fair value of convertible promissory notes | To determine the fair value of the New Adagio Common Stock on inception, the Company used the following Level 3 inputs: February 13, 2024 Base Share Price $ 10.00 Adjusted per Share (1.2X Purchase Price Ratio) $ 8.33 Adjusted Share price $ 7.00 Probability of Closing 75.00 % Estimated fair value per Share at Closing $ 5.25 To determine the fair value of the PIPE Warrants on inception, the Company used the following Level 3 inputs: February 13, 2024 Base Share Price $ 7.00 Strike price, as defined in Subscription Agreement $ 10.00 Term (Months) 12.00 Average volatility rate 70.00 % Probability of Closing 75.00 % Estimated expected Warrant price $ 1.21 Estimated fair value per Warrant at Closing (1.2x Coverage Ratio) $ 1.45 | |
Adagio Medical Inc | ||
Schedule of Company's financial instruments at fair value based on the fair value hierarchy for each class of instrument | The following tables summarize the Company’s financial instruments at fair value based on the fair value hierarchy for each class of instrument (in thousands): June 30, 2024 (Unaudited) Level 1 Level 2 Level 3 Assets: Money market account $ 24 $ — $ — Liabilities: Convertible notes payables $ — $ — $ 50,955 Common stock warrant liabilities $ — $ — $ 64 Pre-funded warrant liabilities $ — $ — $ 353 December 31, 2023 Level 1 Level 2 Level 3 Assets: Money market account $ 24 $ — $ — Liabilities: Convertible notes payables $ — $ — $ 37,986 Common stock warrant liabilities $ — $ — $ 78 | The following tables summarize the Company’s financial instruments at fair value based on the fair value hierarchy for each class of instrument (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Assets: Money market account $ 24 $ — $ — Liabilities: Convertible notes payables $ — $ — $ 37,986 Common stock warrant liabilities $ — $ — $ 78 December 31, 2022 Level 1 Level 2 Level 3 Assets: Money market account $ 90 $ — $ — Liabilities: Convertible notes payables $ — $ — $ 9,500 |
Schedule of assumptions used in estimating fair value of convertible promissory notes | Expected Term Risk-Free As of June 30, 2024 (Unaudited) Discount rate (years) interest rate Volatility October 2022 Convertible Notes 38.70 % 0.04 5.50 % 385 % April 2023 Convertible Notes 31.90 % 0.04 5.50 % 385 % November 2023 Convertible Notes 31.90 % 0.04 5.50 % 385 % February 2024 Convertible Notes 31.90 % 0.04 5.50 % 385 % May 2024 Convertible Notes 31.90 % 0.04 5.50 % 385 % June 2024 Convertible Notes 31.90 % 0.04 5.50 % 385 % The following table presents changes in the Level 3 convertible promissory notes measured at fair value for the periods ended June 30, 2024 and December 31, 2023, respectively (in thousands): Balance Fair value Balance (beginning of measurement (end of Six months ended June 30, 2024 (Unaudited) period) Additions adjustments period) October 2022 Convertible Notes $ 13,469 $ — $ 617 $ 14,086 April 2023 Convertible Notes 15,385 — 650 $ 16,035 November 2023 Convertible Notes 9,312 3,000 (3,820) $ 8,312 February 2024 Convertible Notes — 7,000 (7) $ 6,993 May 2024 Convertible Notes — 3,000 26 $ 3,026 June 2024 Convertible Notes — 2,500 3 $ 2,503 Balance Fair value Balance (beginning of measurement (end of Year ended December 31, 2023 period) Additions adjustments period) October 2022 Convertible Notes $ 9,500 $ — $ 3,969 $ 13,469 April 2023 Convertible Notes — 15,000 385 $ 15,385 November 2023 Convertible Notes — 5,000 4,132 $ 9,312 June 30, 2024 (Unaudited) Expected Volatility 115% - 385 % Risk Free rate 4.3% - 5.4 % Expected dividend yield 0.0 % Expected term (years) 0.3 - 8.6 | October 2022 Convertible Notes December 31, 2023 Discount rate 36.8 % Expected Term (years) 0.33 Risk-Free interest rate 5.4 % Volatility 110.0 % April 2023 Convertible Notes December 31, 2023 Discount rate 30.6 % Expected Term (years) 0.33 Risk-Free interest rate 5.4 % Volatility 110.0 % November 2023 Convertible Notes December 31, 2023 Discount rate 30.6 % Expected Term (years) 0.33 Risk-Free interest rate 5.4 % Volatility 110.0 % |
Schedule of presents changes in the Level 3 convertible promissory notes measured at fair value | The following table presents changes in the Level 3 warrant liabilities measured at fair value for the six months ended June 30, 2024 and year ended December 31, 2023, respectively (in thousands): Six months ended June 30, 2024 (Unaudited) Common Stock Warrant Liabilities Balance (beginning of period) $ 78 Additions — Fair value measurement adjustments (14) Balance (end of period) $ 64 Year ended December 31, 2023 Common Stock Warrant Liabilities Balance (beginning of year) $ — Additions 36 Fair value measurement adjustments 42 Balance (end of year) $ 78 | The following table presents changes in the Level 3 convertible promissory notes measured at fair value for the years ended December 31, 2023 and 2022, respectively (in thousands): October 2022 April 2023 November 2023 Year ended December 31, 2023 Convertible Notes Convertible Notes Convertible Notes Balance (beginning of year) $ 9,500 $ — $ — Additions — 15,000 5,000 Fair value measurement adjustments 3,969 385 4,132 Balance (end of year) $ 13,469 $ 15,385 $ 9,132 October 2022 Year ended December 31, 2022 Convertible Notes Balance (beginning of year) $ — Additions 9,500 Fair value measurement adjustments — Balance (end of year) $ 9,500 The Company calculated the estimated fair value of common stock warrant liabilities as of December 31, 2023, using the following assumptions: December 31, 2023 Expected Volatility 60%‑110% Risk Free rate 3.8%‑5.0% Expected dividend yield 0.0% Expected term (years) 0.8‑9.1 Year ended December 31, 2023 Common Stock Warrant Liabilities Balance (beginning of year) $ — Additions 36 Fair value measurement adjustments 42 Balance (end of year) $ 78 |
Inventory, net (Tables)_2
Inventory, net (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Schedule of components of inventory, net | Inventory as of June 30, 2024 and December 31, 2023 consists of the following (in thousands): June 30, 2024 December 31, 2023 (Unaudited) Raw materials $ 2,450 $ 2,211 Work-in-Process 469 197 Finished goods 1,143 914 Total inventory $ 4,062 $ 3,322 | December 31, 2023 December 31, 2022 Raw materials $ 2,211 $ — Work-in-Process 197 — Finished goods 914 367 Total inventory $ 3,322 $ 367 |
Property and Equipment (Table_2
Property and Equipment (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Schedule of components of property and equipment, net | The Company’s property and equipment, net, as of June 30, 2024 and December 31, 2023 consists of the following (in thousands): June 30, 2024 December 31, 2023 (Unaudited) Consoles $ 1,700 $ 1,565 Other machinery and equipment 905 772 Leasehold improvements 308 305 Tools and molds 230 221 Computer equipment 190 193 Demo equipment 66 66 Furniture and fixtures 49 49 Construction in process — 54 Vehicles 39 39 Total property, plant, and equipment 3,487 3,264 Less: accumulated depreciation (2,333) (1,777) Property and equipment, net $ 1,154 $ 1,487 | December 31, 2023 December 31, 2022 Consoles $ 1,565 $ 1,266 Other machinery and equipment 772 731 Leasehold improvements 305 303 Tools and molds 221 221 Computer equipment 193 154 Demo equipment 66 66 Furniture and fixtures 49 53 Construction in process 54 54 Vehicles 39 39 Total property, plant, and equipment 3,264 2,887 Less: accumulated depreciation (1,777) (1,240) Property and equipment, net $ 1,487 $ 1,647 |
Accrued Liabilities (Tables)_2
Accrued Liabilities (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Schedule of accrued liabilities | The following table presents details of accrued liabilities as of June 30, 2024 and December 31, 2023 (in thousands): June 30, 2024 December 31, 2023 (Unaudited) Compensation and related expenses $ 2,467 $ 1,566 Research and development expenses 757 1,191 Other 205 291 Total accrued liabilities $ 3,429 $ 3,048 | December 31, 2023 December 31, 2022 Compensation and related expenses $ 1,566 $ 1,229 Research and development expenses 1,191 846 Other 291 82 Total accrued liabilities $ 3,048 $ 2,157 |
Debt (Tables)_2
Debt (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Adagio Medical Inc | ||
Schedule of debt | Outstanding debt as of June 30, 2024 and December 31, 2023 consists of the following (in thousands): June 30, 2024 December 31, 2023 (Unaudited) October 2022 Convertible Notes measured at fair value $ 14,086 $ 13,469 April 2023 Convertible Notes measured at fair value 16,035 15,385 November 2023 Convertible Notes measured at fair value 8,312 9,132 February 2024 Convertible Notes measured at fair value 6,993 — May 2024 Convertible Notes measured at fair value 3,026 — June 2024 Convertible Notes measured at fair value 2,503 — SVB term loan 990 1,838 Total outstanding debt $ 51,945 $ 39,824 | December 31, 2023 December 31, 2022 October 2022 Convertible Notes measured at fair value $ 13,469 $ 9,500 April 2023 Convertible Notes measured at fair value 15,385 — November 2023 Convertible Notes measured at fair value 9,132 — SVB term loan 1,838 — Total Outstanding Debt $ 39,824 $ 9,500 |
Operating Leases (Tables)_2
Operating Leases (Tables) - Adagio Medical Inc | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Schedule of quantitative information of operating leases | The following table summarizes quantitative information of the Company’s operating leases for the six months ended June 30, 2024 and 2023 (in thousands): Six months ended June 30 (Unaudited) 2024 2023 Operating cash flows paid for operating leases $ 92 $ 88 Weighted average remaining lease term (years) 1.8 1.9 Weighted average discount rate 8.0 % 8.0 % | The following table summarizes quantitative information of the Company’s operating leases for the years ended December 31, 2023 and 2022 (in thousands): Years ended December 31, 2023 2022 Operating cash flows paid for operating leases $ 178 $ 173 Weighted average remaining lease term (years) 1.7 2.2 Weighted average discount rate 8.0 % 8.0 % |
Schedule of effect of adoption of ASC 842 - Leases in operating leases | Year ended December 31, 2022 Right-of-use assets acquired under operating lease on the adoption of ASC 842 on January 1, 2022 $ 440 Operating lease liabilities acquired under operating lease on the adoption of ASC 842 on January 1, 2022 $ 443 | |
Schedule of future minimum payments under the non-cancelable operating leases | The following table presents the future minimum payments under the non-cancelable operating leases as of June 30, 2024 (in thousands): Six months ending June 30 (Unaudited) Six months ending December 31, 2024 $ 79 Year ending December 31, 2025 154 Year ending December 31, 2026 48 Total undiscounted future cash flows 281 Less: imputed interest (18) Total operating lease liability $ 263 | The following table presents the future minimum payments under the non-cancelable operating leases as of December 31, 2023 (in thousands): Year ended December 31, 2024 $ 86 2025 36 2026 18 Total undiscounted future cash flows 140 Less: imputed interest (9) Total operating lease liability $ 131 |
Mezzanine Equity and Stockhol_9
Mezzanine Equity and Stockholders' Deficit (Tables) - Adagio Medical Inc | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Schedule of issuance of preferred stock | The following table summarizes information related to issuance of the Company’s preferred stock as of June 30, 2024 (in thousands, except share data): Number of Common Number of Shares Stock Shares Issued and Carrying Conversion Equivalent Liquidation Preferred Stock Class Authorized Outstanding Value (1) Price Per Share Shares Preference Series A 270,856 270,856 $ 2,500 $ 9.23 270,856 $ 2,500 Series B 815,730 815,730 10,626 13.04 815,730 10,637 Series C 981,596 981,596 15,988 16.30 981,596 16,000 Series D 992,064 992,064 19,990 20.16 992,064 20,000 Series E 1,879,700 1,671,798 37,679 22.61 1,671,798 37,799 4,939,946 4,732,044 $ 86,783 4,732,044 $ 86,936 (1) The carrying value reflects the gross proceeds received from the sale of the preferred stock less issuance costs. The following table summarizes information related to issuance of the Company’s preferred stock as of December 31, 2023 (in thousands, except share data): Number of Common Number of Shares Stock Shares Issued and Carrying Conversion Equivalent Liquidation Preferred Stock Class Authorized Outstanding Value (1) Price Per Share Shares Preference Series A 270,856 270,856 $ 2,500 $ 9.23 270,856 $ 2,500 Series B 815,730 815,730 10,626 13.04 815,730 10,637 Series C 981,596 981,596 15,988 16.30 981,596 16,000 Series D 992,064 992,064 19,990 20.16 992,064 20,000 Series E 1,879,700 1,879,700 42,365 22.61 1,879,700 42,500 4,939,946 4,939,946 $ 91,469 4,939,946 $ 91,637 (1) The carrying value reflects the gross proceeds received from the sale of the preferred stock less issuance costs. | The following table summarizes information related to issuance of the Company’s preferred stock at December 31, 2023 and 2022 (in thousands, except share data): Number of Common Number of Shares Conversion Stock Shares Issued and Carrying Price Per Equivalent Liquidation Preferred Stock Class Authorized Outstanding Value (1) Share Shares Preference Series A 270,856 270,856 $ 2,500 $ 9.23 270,856 $ 2,500 Series B 815,730 815,730 10,626 13.04 815,730 10,637 Series C 981,596 981,596 15,988 16.30 981,596 16,000 Series D 992,064 992,064 19,990 20.16 992,064 20,000 Series E 1,879,700 1,879,700 42,365 22.61 1,879,700 42,500 4,939,946 4,939,946 $ 91,469 4,939,946 $ 91,637 (1) The carrying value reflects the gross proceeds received from the sale of the preferred stock less issuance costs. |
Schedule of common stock reserved for future issuance | June 30, 2024 December 31, 2023 (Unaudited) Conversion of preferred stock 4,732,044 4,939,946 Stock options issued and outstanding under the 2012 and 2022 Plan 742,409 747,001 Common shares available for future grant under the 2012 and 2022 Plan 31,604 27,012 Common stock reserved for future issuance 5,506,057 5,713,959 | December 31, 2023 December 31, 2022 Conversion of preferred stock 4,939,946 4,939,946 Stock options issued and outstanding under the 2012 and 2022 Plan 747,001 619,527 Common shares available for future grant under the 2012 and 2022 Plan 27,012 160,155 Common stock reserved for future issuance 5,713,959 5,719,628 |
Stock-Based Compensation (Tab_2
Stock-Based Compensation (Tables) - Adagio Medical Inc | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Schedule of fair value of stock option granted | Year ended Year ended December 31, 2023 December 31, 2022 Risk-free interest rate 3.69 % 2.98 % Expected dividend yield — % — % Expected term in years 6.37 6.74 Expected volatility 38.48 % 36.83 % | |
Schedule of stock option activity | Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Number of Exercise Life (in Value (Unaudited) Shares Price years) (in thousands) Outstanding, December 31, 2023 747,001 $ 6.17 7.45 $ 72 Forfeited (4,592) $ 4.76 Outstanding, June 30, 2024 742,409 $ 6.18 6.95 $ 4 Vested and expected to vest, June 30, 2024 723,710 $ 6.20 6.92 $ 4 Vested and exercisable, June 30, 2024 537,222 $ 6.45 6.47 $ 4 | Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Number of Exercise Life (in Value Shares Price years) (in thousands) Outstanding, December 31, 2021 585,044 $ 6.41 8.65 $ 912 Granted 69,050 $ 7.97 Exercised (11,217) $ 2.26 Forfeited (23,350) $ 4.65 Outstanding, December 31, 2022 619,527 $ 6.73 7.87 $ 252 Granted 160,000 $ 3.88 Exercised (5,669) $ 3.22 Forfeited (22,357) $ 6.94 Expired (4,500) $ 0.93 Outstanding, December 31, 2023 747,001 $ 6.17 7.45 $ 72 Vested and expected to vest, December 31, 2023 718,003 $ 6.19 7.41 $ 72 Vested and exercisable, December 31, 2023 444,839 $ 6.47 6.75 $ 71 |
Schedule of stock based compensation expense | The following table summarizes the total stock-based compensation expense for the stock options expense recorded in the condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2024 and 2023 (in thousands): Six months ended June 30, (Unaudited) 2024 2023 Selling, general, and administration $ 192 $ 176 Research and development 29 28 Total stock-based compensation $ 221 $ 204 | Years ended December 31, 2023 2022 Selling, general and administrative $ 384 $ 318 Research and development 58 47 Total stock-based compensation $ 442 $ 365 |
Net Loss Per Common Share (Ta_2
Net Loss Per Common Share (Tables) - Adagio Medical Inc | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Schedule of computation of basic and diluted net loss per share attributable to common stockholders | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands, except share and per share data): Six months ended June 30, (Unaudited) 2024 2023 Numerator: Net loss attributable to common stockholders (14,478) (17,824) Denominator: Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders – basic and diluted 779,908 758,942 Net loss per share attributable to common stockholders – basic and diluted (18.56) (23.49) | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the years presented (in thousands, except share and per share data): Years ended December 31, 2023 2022 Numerator: Net loss attributable to common stockholders $ (38,146) $ (23,673) Denominator: Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders – basic and diluted 759,814 751,568 Net loss per share attributable to common stockholders – basic and diluted (50.20) (31.50) |
Schedule of potentially dilutive securities were excluded from the computation of diluted net loss per share | Six months ended June 30, (Unaudited) 2024 2023 Convertible preferred stock 4,732,044 4,939,946 Stock options 742,409 712,946 Common stock warrants 49,080 49,080 Total 5,523,533 5,701,972 | December 31, 2023 December 31, 2022 Convertible preferred stock 4,939,946 4,939,946 Stock options 747,001 619,527 Common stock warrants 49,080 — Total 5,736,027 5,559,473 |
Income Taxes (Tables)
Income Taxes (Tables) - Adagio Medical Inc | 12 Months Ended |
Dec. 31, 2023 | |
Summary of components of pretax loss from operations | The components of pretax loss from operations for the years ended December 31, 2023 and 2022 are as follows (dollars in thousands): Years ended December 31, 2023 2022 U.S. $ (38,073) $ (20,744) Foreign (73) (2,929) Pretax loss from operations $ (38,146) $ (23,673) |
Summary of reconciliation of income tax computed at the U.S. federal statutory tax rate to the total income tax expense | The following table presents a reconciliation of income tax computed at the U.S. federal statutory tax rate to the total income tax expense for the years ended December 31, 2023 and 2022 (dollars in thousands): 2023 2022 Years ended December 31, Amount Tax Rate Amount Tax Rate Income tax benefit at federal statutory rate $ (8,010) 21.0 % $ (4,972) 21.0 % Adjustments for tax effects of: Permanent adjustments 488 (1.1) % 28 (0.1) % Change in FV of convertible note 1,782 (4.7) % — — % NOL true-up adjustment 2,922 (7.7) % — — % Foreign rate differential (11) (0.0) % 18 (0.1) % Change in federal valuation allowance 2,869 (7.5) % 4,926 (20.8) % Income tax expense $ — — % $ — — % |
Summary of components of deferred tax assets and liabilities | Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 are as follows (in thousands): December 31, 2023 December 31, 2022 Deferred tax assets: Net operating losses $ 25,786 $ 26,489 Capitalized research costs 4,456 1,737 Research and development credit 1,604 1,604 Accrued compensation 392 283 Stock-based compensation 269 97 Operating lease liabilities 14 54 Other 114 91 Total deferred tax assets 32,635 30,355 Less: Valuation allowance (32,100) (29,981) Total deferred tax assets, net of valuation allowance 535 374 Deferred tax liabilities: Right-of-use assets (14) (53) Unrecognized tax benefit (521) (321) Total deferred tax liabilities (535) (374) Net deferred tax assets (liabilities) $ — $ — |
Summary of changes to unrecognized tax benefits | The following table summarizes the changes to unrecognized tax benefits as of December 31, 2023 and 2022 (in thousands): Years ended December 31, 2023 2022 Balance at beginning of year $ 321 $ 321 Gross increases – tax positions during the year 200 — Balance at end of year $ 521 $ 321 |
Organization and Description _5
Organization and Description of Business - Liquidity and Going Concern (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Dec. 31, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Net loss | $ (5,000) | $ (713,794) | $ (1,420,405) | $ (2,134,199) | |||
Net cash used in operating activities | 0 | ||||||
Accumulated deficit | (5,000) | (2,139,199) | (2,139,199) | $ (5,000) | |||
Adagio Medical Inc | |||||||
Cash and cash equivalents | 1,383,000 | 2,045,000 | 2,045,000 | 1,383,000 | $ 5,547,000 | ||
Net loss | (14,478,000) | $ (17,824,000) | (38,146,000) | (23,673,000) | |||
Net cash used in operating activities | (13,684,000) | $ (12,162,000) | (25,652,000) | (22,412,000) | |||
Accumulated deficit | (135,205,000) | (149,683,000) | (149,683,000) | (135,205,000) | (97,059,000) | ||
Working capital deficit | $ 43,500,000 | $ 58,000,000 | $ 58,000,000 | $ 43,500,000 | $ 6,200,000 |
Organization and Description _6
Organization and Description of Business - Strategic Realignment of Resources and Corporate Restructuring (Details) - Adagio Medical Inc | 6 Months Ended | 12 Months Ended | |||
Dec. 01, 2023 $ / shares | Dec. 01, 2023 | Dec. 01, 2023 employee | Jun. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||
Number of employees | 20 | 20 | |||
Percentage of employees | 19% | ||||
Severance or related benefit costs | $ 0 | $ 0 | |||
Retention bonuses | $ 0 | $ 0 |
Summary of Significant Accou_24
Summary of Significant Accounting Policies - Segments (Details) - Adagio Medical Inc $ in Thousands, € in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 USD ($) segment | Dec. 31, 2023 segment | Jun. 30, 2024 EUR (€) | |
Reporting segments | 1 | 1 | |
Cash, FDIC Insured Amount | $ 250 | € 0.1 |
Summary of Significant Accou_25
Summary of Significant Accounting Policies - Concentrations of Credit Risk and Off-Balance Sheet Risk & Impairment of Long-Lived Assets (Details) - Adagio Medical Inc - USD ($) $ in Thousands | 6 Months Ended | 24 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Cash held with silicon valley bank | $ 1,200 | $ 500 | |
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 |
Summary of Significant Accou_26
Summary of Significant Accounting Policies - Property and Equipment (Details) - Adagio Medical Inc | Jun. 30, 2024 | Dec. 31, 2023 |
Maximum | ||
Property and Equipment | ||
Useful life | 5 years | 5 years |
Minimum | ||
Property and Equipment | ||
Useful life | 3 years | 3 years |
Consoles | ||
Property and Equipment | ||
Useful life | 5 years |
Summary of Significant Accou_27
Summary of Significant Accounting Policies - Concentrations (Details) - Supplier concentration risk - Adagio Medical Inc | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2024 item | Jun. 30, 2023 item | Dec. 31, 2023 item | Dec. 31, 2023 | Dec. 31, 2023 segment | Dec. 31, 2022 item | |
Accounts payable | One supplier | ||||||
Concentrations | ||||||
Number of suppliers | 1 | |||||
Concentration risk percentage | 17.10% | |||||
Accounts payable | Two suppliers | ||||||
Concentrations | ||||||
Number of suppliers | 2 | |||||
Concentration risk percentage | 82% | |||||
Accounts payable | Three suppliers | ||||||
Concentrations | ||||||
Number of suppliers | 3 | 3 | ||||
Concentration risk percentage | 71.60% | |||||
Expenditure | Five suppliers | ||||||
Concentrations | ||||||
Number of suppliers | 5 | 5 | 5 | 5 | ||
Concentration risk percentage | 45.30% | 29.20% | 45% | 23% | ||
Expenditure | Ten suppliers | ||||||
Concentrations | ||||||
Number of suppliers | 10 | 10 | 10 | 10 | ||
Concentration risk percentage | 55% | 37.60% | 54.30% | 31.80% |
Summary of Significant Accou_28
Summary of Significant Accounting Policies - Convertible Preferred Stock & Income Taxes (Details) - Adagio Medical Inc - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Aggregate gross proceeds | $ 75,000 | $ 75,000 | ||
Public offering price per share | $ 67.83 | $ 67.83 | ||
Interest and penalties accrued | $ 0 | $ 0 | $ 0 | $ 0 |
Income Tax Penalties and Interest Expense | 0 | $ 0 | 0 | $ 0 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ 0 | $ 0 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Fair value measurements recurring basis - Adagio Medical Inc - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Liabilities: | |||
Fair value asset transfer level 1 to level 2 | $ 0 | $ 0 | $ 0 |
Fair value asset transfer level 2 to level 1 | 0 | 0 | 0 |
Fair value asset transfer net, level 3 | 0 | 0 | 0 |
Fair value liability transfer level 1 to level 2 | 0 | 0 | 0 |
Fair value liability transfer level 2 to level 1 | 0 | 0 | 0 |
Fair value liability transfer net, level 3 | 0 | 0 | 0 |
Level 1 | |||
Assets: | |||
Money market account | 24 | 24 | 90 |
Level 3 | |||
Liabilities: | |||
Convertible notes payables | $ 50,955 | 37,986 | $ 9,500 |
Common stock warrant liabilities | $ 78 |
Fair Value Measurements - Con_2
Fair Value Measurements - Convertible promissory notes (Details) - Adagio Medical Inc - USD ($) $ in Millions | Feb. 13, 2024 | Dec. 31, 2023 | Dec. 28, 2023 | Dec. 13, 2023 | Nov. 28, 2023 | Apr. 04, 2023 | Dec. 31, 2022 | Oct. 27, 2022 |
October 2022 Convertible Notes | ||||||||
Fair Value Measurements | ||||||||
Principal amount | $ 9.5 | $ 9.5 | ||||||
Interest rate | 8% | |||||||
April 2023 Convertible Notes | ||||||||
Fair Value Measurements | ||||||||
Principal amount | $ 10 | $ 5 | ||||||
Interest rate | 8% | |||||||
Maximum additional debt | $ 10 | |||||||
November 2023 Convertible Notes | ||||||||
Fair Value Measurements | ||||||||
Principal amount | $ 3 | $ 2 | $ 1 | $ 2 | ||||
Interest rate | 8% | |||||||
Maximum additional debt | $ 6 | |||||||
February 2024 Convertible Notes | ||||||||
Fair Value Measurements | ||||||||
Principal amount | $ 7 | |||||||
Interest rate | 8% |
Fair Value Measurements - Ass_3
Fair Value Measurements - Assumptions for convertible promissory notes (Details) - Adagio Medical Inc | Jun. 30, 2024 Y | Dec. 31, 2023 Y |
Discount rate | October 2022 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.3870 | 36.8 |
Discount rate | April 2023 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.3190 | 30.6 |
Discount rate | November 2023 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.3190 | 30.6 |
Discount rate | February 2024 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.3190 | |
Expected Term (years) | October 2022 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.04 | 0.33 |
Expected Term (years) | April 2023 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.04 | 0.33 |
Expected Term (years) | November 2023 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.04 | 0.33 |
Expected Term (years) | February 2024 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.04 | |
Risk-Free interest rate | October 2022 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.0550 | 5.4 |
Risk-Free interest rate | April 2023 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.0550 | 5.4 |
Risk-Free interest rate | November 2023 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.0550 | 5.4 |
Risk-Free interest rate | February 2024 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 0.0550 | |
Volatility | October 2022 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 3.85 | 110 |
Volatility | April 2023 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 3.85 | 110 |
Volatility | November 2023 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 3.85 | 110 |
Volatility | February 2024 Convertible Notes | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Promissory notes measurement input | 3.85 |
Fair Value Measurements - Lev_3
Fair Value Measurements - Level 3 Reconciliation of Convertible promissory notes (Details) - Adagio Medical Inc - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Level 3 Reconciliation of Convertible promissory notes | |||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | Change in fair value of convertible notes payables |
October 2022 Convertible Notes | |||
Level 3 Reconciliation of Convertible promissory notes | |||
Balance (beginning of period) | $ 13,469 | $ 9,500 | |
Additions | $ 9,500 | ||
Fair value measurement adjustments | 617 | $ 3,969 | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in fair value of convertible notes payables | ||
Balance (end of period) | 14,086 | $ 13,469 | $ 9,500 |
April 2023 Convertible Notes | |||
Level 3 Reconciliation of Convertible promissory notes | |||
Balance (beginning of period) | 15,385 | ||
Additions | 15,000 | ||
Fair value measurement adjustments | 650 | $ 385 | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in fair value of convertible notes payables | ||
Balance (end of period) | 16,035 | $ 15,385 | |
November 2023 Convertible Notes | |||
Level 3 Reconciliation of Convertible promissory notes | |||
Balance (beginning of period) | 9,132 | ||
Additions | 3,000 | 5,000 | |
Fair value measurement adjustments | (3,820) | $ 4,132 | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in fair value of convertible notes payables | ||
Balance (end of period) | 8,312 | $ 9,132 | |
February 2024 Convertible Notes | |||
Level 3 Reconciliation of Convertible promissory notes | |||
Additions | 7,000 | ||
Fair value measurement adjustments | (7) | ||
Balance (end of period) | $ 6,993 |
Fair Value Measurements - Ass_4
Fair Value Measurements - Assumptions for Common stock warrant liabilities (Details) - Adagio Medical Inc | Jun. 30, 2024 Y | Dec. 31, 2023 Y |
Volatility | Maximum | ||
Fair Value Measurements | ||
Common stock warrants liabilities measurement input | 385 | 110 |
Volatility | Minimum | ||
Fair Value Measurements | ||
Common stock warrants liabilities measurement input | 115 | 60 |
Risk-Free interest rate | Maximum | ||
Fair Value Measurements | ||
Common stock warrants liabilities measurement input | 5.4 | 5 |
Risk-Free interest rate | Minimum | ||
Fair Value Measurements | ||
Common stock warrants liabilities measurement input | 4.3 | 3.8 |
Expected dividend yield | ||
Fair Value Measurements | ||
Common stock warrants liabilities measurement input | 0 | 0 |
Expected Term (years) | Maximum | ||
Fair Value Measurements | ||
Common stock warrants liabilities measurement input | 8.6 | 9.1 |
Expected Term (years) | Minimum | ||
Fair Value Measurements | ||
Common stock warrants liabilities measurement input | 0.3 | 0.8 |
Fair Value Measurements - Lev_4
Fair Value Measurements - Level 3 Reconciliation of Common stock warrant liabilities (Details) - Adagio Medical Inc - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Level 3 Reconciliation of Common stock warrant liabilities | |||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | Change in fair value of convertible notes payables |
Level 3 | |||
Level 3 Reconciliation of Common stock warrant liabilities | |||
Balance (beginning of period) | $ 78 | ||
Additions | $ 36 | ||
Fair value measurement adjustments | (14) | $ 42 | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | ||
Balance (end of period) | $ 64 | $ 78 |
Inventory, net (Details)_2
Inventory, net (Details) - Adagio Medical Inc - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Raw materials | $ 2,450,000 | $ 2,211,000 | $ 0 | |
Work-in-Process | 469,000 | 197,000 | 0 | |
Finished goods | 1,143,000 | 914,000 | 367,000 | |
Total inventory | 4,062,000 | 3,322,000 | 367,000 | |
Net of obsolescence and manufacturing scrap | $ 300,000 | $ 93,600 | $ 62,000 | $ 300,000 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Adagio Medical Inc - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property and Equipment | ||||
Total property, plant, and equipment | $ 3,487 | $ 3,264 | $ 2,887 | |
Accumulated depreciation | (2,333) | (1,777) | (1,240) | |
Property and equipment, net | 1,154 | 1,487 | 1,647 | |
Depreciation expense | 600 | $ 300 | 500 | 500 |
Consoles | ||||
Property and Equipment | ||||
Total property, plant, and equipment | 1,700 | 1,565 | 1,266 | |
Other machinery and equipment | ||||
Property and Equipment | ||||
Total property, plant, and equipment | 905 | 772 | 731 | |
Leasehold improvements | ||||
Property and Equipment | ||||
Total property, plant, and equipment | 308 | 305 | 303 | |
Tools and molds | ||||
Property and Equipment | ||||
Total property, plant, and equipment | 230 | 221 | 221 | |
Computer equipment | ||||
Property and Equipment | ||||
Total property, plant, and equipment | 190 | 193 | 154 | |
Demo equipment | ||||
Property and Equipment | ||||
Total property, plant, and equipment | 66 | 66 | 66 | |
Furniture and fixtures | ||||
Property and Equipment | ||||
Total property, plant, and equipment | 49 | 49 | 53 | |
Construction in process | ||||
Property and Equipment | ||||
Total property, plant, and equipment | 54 | 54 | ||
Vehicles | ||||
Property and Equipment | ||||
Total property, plant, and equipment | $ 39 | $ 39 | $ 39 |
Accrued Liabilities (Details)_2
Accrued Liabilities (Details) - Adagio Medical Inc - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Compensation and related expenses | $ 2,467 | $ 1,566 | $ 1,229 |
Research and development expenses | 757 | 1,191 | 846 |
Other | 205 | 291 | 82 |
Total accrued liabilities | $ 3,429 | $ 3,048 | $ 2,157 |
Debt - Schedule of debt (Deta_2
Debt - Schedule of debt (Details) - Adagio Medical Inc - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Debt | |||
Total outstanding debt | $ 51,945 | $ 39,824 | $ 9,500 |
October 2022 Convertible Notes | |||
Debt | |||
Total outstanding debt | 14,086 | 13,469 | $ 9,500 |
April 2023 Convertible Notes | |||
Debt | |||
Total outstanding debt | 16,035 | 15,385 | |
November 2023 Convertible Notes | |||
Debt | |||
Total outstanding debt | 8,312 | 9,132 | |
February 2024 Convertible Notes | |||
Debt | |||
Total outstanding debt | 6,993 | ||
Silicon Valley Bank Term Loan | |||
Debt | |||
Total outstanding debt | $ 990 | $ 1,838 |
Debt -October 2022 Convertible
Debt -October 2022 Convertible Notes (Details) - Adagio Medical Inc - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||||
Nov. 28, 2023 | Oct. 27, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2024 | |
Debt | |||||||
Proceeds from issuance of convertible notes payables | $ 15,500 | $ 7,000 | $ 20,000 | $ 9,500 | |||
October 2022 Convertible Notes | |||||||
Debt | |||||||
Principal amount | $ 9,500 | 9,500 | |||||
Interest rate | 8% | ||||||
Percentage of effective price of common stock sold to trigger conversion | 75% | 75% | |||||
Minimum equity financing amount to be converted | $ 10,000 | ||||||
Outstanding notes | 9,500 | $ 9,500 | |||||
Interest | $ 400 | $ 400 | $ 800 | $ 100 | |||
October 2022 Convertible Notes | Conversion upon termination of the Transaction and prior to a Qualified Financing. | |||||||
Debt | |||||||
Minimum equity financing amount to be converted | $ 10,000 | ||||||
October 2022 Convertible Notes | Conversion under both Qualified Financing and Non-Qualified Financing | |||||||
Debt | |||||||
Conversion price per share percentage | 75% | 75% | |||||
Debt convertible amount | $ 146,900 | $ 146,900 |
Debt - April 2023 Convertible_2
Debt - April 2023 Convertible Notes (Details) - Adagio Medical Inc - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Nov. 28, 2023 | Apr. 04, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2024 | |
Debt | ||||||||
Proceeds from issuance of convertible notes payables | $ 15,500 | $ 7,000 | $ 20,000 | $ 9,500 | ||||
April 2023 Convertible Notes | ||||||||
Debt | ||||||||
Principal amount | $ 5,000 | $ 10,000 | 10,000 | |||||
Interest rate | 8% | |||||||
Right to issue additional convertible promissory notes | $ 10,000 | |||||||
Proceeds from issuance of convertible notes payables | 10,000 | |||||||
Outstanding notes | $ 15,000 | 15,000 | $ 15,000 | |||||
Interest | $ 500 | $ 100 | $ 600 | |||||
April 2023 Convertible Notes | Conversion upon termination of the Transaction and prior to a Qualified Financing. | ||||||||
Debt | ||||||||
Debt convertible amount | $ 24,000 | $ 24,000 | ||||||
Percent of liquidation preference | 120% | |||||||
Percentage of effective price of common stock sold to trigger conversion | 120% | |||||||
Percentage of outstanding principal amount, accrued and unpaid interest | 120% | |||||||
Minimum equity financing amount to be converted | $ 146,900 | |||||||
April 2023 Convertible Notes | Qualified Financing | ||||||||
Debt | ||||||||
Proceeds from issuance of convertible notes payables | $ 10,000 | 10,000 | ||||||
Debt convertible amount | $ 24,000 | $ 24,000 | ||||||
Percent of liquidation preference | 120% | 120% | ||||||
Percentage of effective price of common stock sold to trigger conversion | 75% | 75% | ||||||
Percentage of outstanding principal amount, accrued and unpaid interest | 120% | 120% |
Debt - November 2023 Converti_2
Debt - November 2023 Convertible Notes (Details) - Adagio Medical Inc - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Dec. 28, 2023 | Dec. 13, 2023 | Nov. 28, 2023 | Dec. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Debt | ||||||||
Proceeds from issuance of convertible notes payables | $ 15,500,000 | $ 7,000,000 | $ 20,000,000 | $ 9,500,000 | ||||
November 2023 Convertible Notes | ||||||||
Debt | ||||||||
Principal amount | $ 2,000,000 | $ 1,000,000 | $ 2,000,000 | $ 3,000,000 | 3,000,000 | |||
Interest rate | 8% | |||||||
Outstanding notes | 5,000,000 | 8,000,000 | 5,000,000 | |||||
Interest | $ 300,000 | $ 19,800 | ||||||
November 2023 Convertible Notes | Conversion upon termination of the Transaction and prior to a Qualified Financing. | ||||||||
Debt | ||||||||
Debt convertible amount | $ 24,000,000 | |||||||
Percent of liquidation preference | 120% | |||||||
Percentage of effective price of common stock sold to trigger conversion | 120% | |||||||
November 2023 Convertible Notes | Qualified Financing | ||||||||
Debt | ||||||||
Debt convertible amount | $ 24,000,000 | |||||||
Percent of liquidation preference | 120% | |||||||
Minimum equity financing amount to be converted | 10,000,000 | |||||||
Percentage of effective price of common stock sold to trigger conversion | 75% | |||||||
Percentage of outstanding principal amount, accrued and unpaid interest | 120% | |||||||
Proceeds from issuance of convertible notes payables | $ 10,000,000 | |||||||
Delayed Draw Commitment | ||||||||
Debt | ||||||||
Right to issue additional convertible promissory notes | $ 6,000,000 | |||||||
Proceeds from issuance of convertible notes payables | $ 2,000,000 | $ 1,000,000 | $ 3,000,000 |
Debt - SVB Term Loan (Details_2
Debt - SVB Term Loan (Details) - Adagio Medical Inc - USD ($) | 6 Months Ended | 12 Months Ended | ||
Feb. 03, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Debt | ||||
Warrant liabilities | $ 417,000 | $ 78,000 | ||
Silicon Valley Bank Term Loan | ||||
Debt | ||||
Principal amount | $ 2,000,000 | |||
Interest rate | 7% | |||
Variable interest rate | 1.50% | |||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | us-gaap:PrimeRateMember | |||
Warrant liabilities | $ 35,600 | |||
Unamortized debt discount | 19,400 | |||
Minimum required equity financing | 40,000,000 | |||
Outstanding principal | 1,900,000 | |||
Interest | 200,000 | |||
SVB Intial Term Loan | ||||
Debt | ||||
Principal amount | 3,000,000 | |||
SVB Subsequent Term Loan | ||||
Debt | ||||
Principal amount | $ 2,000,000 | 2,000,000 | ||
Unamortized debt discount | 9,700 | 19,400 | ||
Outstanding principal | 1,000,000 | $ 2,000,000 | ||
Interest | $ 78,300 | $ 100 | ||
Initial warrants | ||||
Debt | ||||
Shares issued | 32,720 | |||
Warrant liabilities | $ 28,500 | |||
Additional warrants | ||||
Debt | ||||
Shares issued | 16,360 | |||
Warrant liabilities | $ 7,100 |
Warrants (Details)_2
Warrants (Details) - Adagio Medical Inc - $ / shares | Dec. 31, 2023 | Feb. 03, 2023 |
Warrants | ||
Exercise price | $ 7.97 | |
Initial warrants | ||
Warrants | ||
Shares issued | 32,720 | |
Additional warrants | ||
Warrants | ||
Shares issued | 16,360 |
Operating Leases (Details)_2
Operating Leases (Details) - Adagio Medical Inc - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||||
Option to extend the lease term | true | true | ||
Operating lease renewal term | 3 years | 3 years | ||
Quantitative information of operating leases | ||||
Operating cash flows paid for operating leases | $ 92 | $ 88 | $ 178 | $ 173 |
Weighted average remaining lease term (years) | 1 year 9 months 18 days | 1 year 10 months 24 days | 1 year 8 months 12 days | 2 years 2 months 12 days |
Weighted average discount rate | 8% | 8% | 8% | 8% |
Operating Lease, Right-of-Use Asset | $ 260 | $ 130 | $ 292 | |
Operating Lease, Liability | 263 | 131 | ||
Operating lease cost | 100 | $ 100 | 200 | 200 |
Variable lease cost | $ 0 | $ 0 | $ 0 | 0 |
Cumulative effect period of adoption, adjustment | ||||
Quantitative information of operating leases | ||||
Operating Lease, Right-of-Use Asset | $ 440 | |||
Accounting Standards Update [Extensible Enumeration] | us-gaap:AccountingStandardsUpdate201602Member | |||
Operating Lease, Liability | $ 443 |
Operating Leases - Future min_2
Operating Leases - Future minimum payments (Details) - Adagio Medical Inc - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Nine months ended December 31, 2024 | $ 79 | |
2024 | 154 | $ 86 |
2025 | 48 | 36 |
2026 | 18 | |
Total undiscounted future cash flows | 281 | 140 |
Less: imputed interest | (18) | (9) |
Total operating lease liability | $ 263 | $ 131 |
Mezzanine Equity and Stockho_10
Mezzanine Equity and Stockholders' Deficit - Authorized Shares (Details) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 1,000 | 1,000 | |
Adagio Medical Inc | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Shares authorized | 11,534,892 | 11,534,892 | |
Common stock, shares authorized | 6,594,946 | 6,594,946 | 6,594,946 |
Convertible preferred stock, shares authorized | 4,939,946 | 4,939,946 | 4,939,946 |
Mezzanine Equity and Stockho_11
Mezzanine Equity and Stockholders' Deficit - Convertible Preferred Stock (Details) - Adagio Medical Inc - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Mezzanine Equity and Stockholders' Deficit | |||||
Number of Shares Authorized | 4,939,946 | 4,939,946 | 4,939,946 | ||
Shares Issued | 4,732,044 | 4,939,946 | 4,939,946 | 4,939,946 | 4,939,946 |
Shares Outstanding | 4,732,044 | 4,939,946 | 4,939,946 | ||
Carrying Value | $ 86,783 | $ 91,469 | $ 91,469 | $ 91,469 | $ 91,469 |
Number of Common Stock Equivalent Shares | 4,732,044 | 4,939,946 | 4,939,946 | ||
Liquidation Preference | $ 86,936 | $ 91,637 | $ 91,637 | ||
Series A Preferred Stock Class | |||||
Mezzanine Equity and Stockholders' Deficit | |||||
Number of Shares Authorized | 270,856 | 270,856 | 270,856 | ||
Shares Issued | 270,856 | 270,856 | |||
Shares Outstanding | 270,856 | 270,856 | |||
Carrying Value | $ 2,500 | $ 2,500 | $ 2,500 | ||
Conversion Price Per Share | $ 9.23 | $ 9.23 | $ 9.23 | ||
Number of Common Stock Equivalent Shares | 270,856 | 270,856 | 270,856 | ||
Liquidation Preference | $ 2,500 | $ 2,500 | $ 2,500 | ||
Series B Preferred Stock Class | |||||
Mezzanine Equity and Stockholders' Deficit | |||||
Number of Shares Authorized | 815,730 | 815,730 | 815,730 | ||
Shares Issued | 815,730 | 815,730 | |||
Shares Outstanding | 815,730 | 815,730 | |||
Carrying Value | $ 10,626 | $ 10,626 | $ 10,626 | ||
Conversion Price Per Share | $ 13.04 | $ 13.04 | $ 13.04 | ||
Number of Common Stock Equivalent Shares | 815,730 | 815,730 | 815,730 | ||
Liquidation Preference | $ 10,637 | $ 10,637 | $ 10,637 | ||
Series C Preferred Stock Class | |||||
Mezzanine Equity and Stockholders' Deficit | |||||
Number of Shares Authorized | 981,596 | 981,596 | 981,596 | ||
Shares Issued | 981,596 | 981,596 | |||
Shares Outstanding | 981,596 | 981,596 | |||
Carrying Value | $ 15,988 | $ 15,988 | $ 15,988 | ||
Conversion Price Per Share | $ 16.30 | $ 16.30 | $ 16.30 | ||
Number of Common Stock Equivalent Shares | 981,596 | 981,596 | 981,596 | ||
Liquidation Preference | $ 16,000 | $ 16,000 | $ 16,000 | ||
Series D Preferred Stock Class | |||||
Mezzanine Equity and Stockholders' Deficit | |||||
Number of Shares Authorized | 992,064 | 992,064 | 992,064 | ||
Shares Issued | 992,064 | 992,064 | |||
Shares Outstanding | 992,064 | 992,064 | |||
Carrying Value | $ 19,990 | $ 19,990 | $ 19,990 | ||
Conversion Price Per Share | $ 20.16 | $ 20.16 | $ 20.16 | ||
Number of Common Stock Equivalent Shares | 992,064 | 992,064 | 992,064 | ||
Liquidation Preference | $ 20,000 | $ 20,000 | $ 20,000 | ||
Series E Preferred Stock Class | |||||
Mezzanine Equity and Stockholders' Deficit | |||||
Number of Shares Authorized | 1,879,700 | 1,879,700 | 1,879,700 | ||
Shares Issued | 1,671,798 | 1,879,700 | |||
Shares Outstanding | 1,671,798 | 1,879,700 | |||
Carrying Value | $ 37,679 | $ 42,365 | $ 42,365 | ||
Conversion Price Per Share | $ 22.61 | $ 22.61 | $ 22.61 | ||
Number of Common Stock Equivalent Shares | 1,671,798 | 1,879,700 | 1,879,700 | ||
Liquidation Preference | $ 37,799 | $ 42,500 | $ 42,500 |
Mezzanine Equity and Stockho_12
Mezzanine Equity and Stockholders' Deficit - Preferred Stock-Dividends (Details) - Adagio Medical Inc - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Mezzanine Equity and Stockholders' Deficit | |||
Preferred stock dividends (in percent) | 8% | 8% | |
Preferred stock, dividends declared | $ 0 | $ 0 | $ 0 |
Common stock, dividends declared | 0 | 0 | $ 0 |
Series A Preferred Stock Class | |||
Mezzanine Equity and Stockholders' Deficit | |||
Original issue price | 9.23 | 9.23 | |
Series B Preferred Stock Class | |||
Mezzanine Equity and Stockholders' Deficit | |||
Original issue price | 13.04 | 13.04 | |
Series C Preferred Stock Class | |||
Mezzanine Equity and Stockholders' Deficit | |||
Original issue price | 16.30 | 16.30 | |
Series D Preferred Stock Class | |||
Mezzanine Equity and Stockholders' Deficit | |||
Original issue price | 20.16 | 20.16 | |
Series E Preferred Stock Class | |||
Mezzanine Equity and Stockholders' Deficit | |||
Original issue price | $ 22.61 | $ 22.61 |
Mezzanine Equity and Stockho_13
Mezzanine Equity and Stockholders' Deficit - Voting Rights, Conversion Rights and Protective Provisions (Details) - Adagio Medical Inc $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 USD ($) item $ / shares shares | Dec. 31, 2023 USD ($) item $ / shares shares | Dec. 31, 2022 $ / shares | |
Mezzanine Equity and Stockholders' Deficit | |||
Minimum shares of common stock converted from preferred stock | shares | 1,000,000 | 1,000,000 | |
Number of directors elected by holders of preferred stock | item | 4 | 4 | |
Number of directors elected by holders of common stock | item | 1 | 1 | |
Aggregate gross proceeds | $ | $ 75 | $ 75 | |
Public offering price per share | $ 67.83 | $ 67.83 | |
Threshold number of preferred stock outstanding | shares | 1,000,000 | 1,000,000 | |
Threshold percentage of voting by preferred stockholders | 70% | 70% | |
Threshold common stock convertible by Series E convertible preferred stock | shares | 500,000 | 500,000 | |
Series A Preferred Stock Class | |||
Mezzanine Equity and Stockholders' Deficit | |||
Initial conversion price | $ 9.23 | $ 9.23 | $ 9.23 |
Per share conversion value | 9.23 | 9.23 | |
Series B Preferred Stock Class | |||
Mezzanine Equity and Stockholders' Deficit | |||
Initial conversion price | 13.04 | 13.04 | 13.04 |
Per share conversion value | 13.04 | 13.04 | |
Series C Preferred Stock Class | |||
Mezzanine Equity and Stockholders' Deficit | |||
Initial conversion price | 16.30 | 16.30 | 16.30 |
Per share conversion value | 16.30 | 16.30 | |
Series D Preferred Stock Class | |||
Mezzanine Equity and Stockholders' Deficit | |||
Initial conversion price | 20.16 | 20.16 | 20.16 |
Per share conversion value | 20.16 | 20.16 | |
Series E Preferred Stock Class | |||
Mezzanine Equity and Stockholders' Deficit | |||
Initial conversion price | 22.61 | 22.61 | $ 22.61 |
Per share conversion value | $ 22.61 | $ 22.61 |
Mezzanine Equity and Stockho_14
Mezzanine Equity and Stockholders' Deficit - Common Stock (Details) - Adagio Medical Inc | Jun. 30, 2024 shares | Mar. 31, 2024 Vote | Dec. 31, 2023 Vote shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares |
Votes per share of common stock | Vote | 1 | 1 | |||
Conversion of preferred stock | 4,732,044 | 4,939,946 | 4,939,946 | ||
Stock options issued and outstanding under the 2012 and 2022 Plan | 742,409 | 747,001 | 619,527 | 585,044 | |
Common shares available for future grant under the 2012 and 2022 Plan | 31,604 | 27,012 | 160,155 | ||
Common stock reserved for future issuance | 5,506,057 | 5,713,959 | 5,719,628 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Adagio Medical Inc | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Apr. 30, 2022 shares | Apr. 30, 2022 item shares | Apr. 30, 2022 shares | Apr. 30, 2022 employee shares | Jan. 31, 2011 shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Stock-Based Compensation | ||||||||
Expected dividend yield | 0% | |||||||
Proceeds from exercise of common stock options | $ | $ 18,000 | $ 18,300 | $ 25,400 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value | $ | $ 30,200 | $ 64,900 | ||||||
2012 Plan | ||||||||
Stock-Based Compensation | ||||||||
Maximum number of shares that can be granted | shares | 1,255,000 | |||||||
Maximum term | 10 years | |||||||
2022 Plan | ||||||||
Stock-Based Compensation | ||||||||
Maximum number of shares that can be granted | shares | 203,855 | 203,855 | 203,855 | 203,855 | ||||
Maximum term | 10 years | |||||||
Number of non employees whose performance obligation were deemed to be immaterial | 2 | 2 | ||||||
Vesting period | 4 years |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair value of stock option granted (Details) - Adagio Medical Inc | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Risk-free interest rate | 3.69% | 2.98% | |
Expected dividend yield | 0% | ||
Expected term in years | 6 years 4 months 13 days | 6 years 8 months 26 days | |
Expected volatility | 38.48% | 36.83% |
Stock-Based Compensation - St_3
Stock-Based Compensation - Stock Option Activity (Details) - Adagio Medical Inc - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock option activity | ||||
Beginning balance (shares) | 747,001 | 619,527 | 585,044 | |
Granted (shares) | 160,000 | 69,050 | ||
Exercised (shares) | 0 | (5,669) | (11,217) | |
Forfeited (shares) | (4,592) | (22,357) | (23,350) | |
Expired (shares) | (4,500) | |||
Ending balance (shares) | 742,409 | 747,001 | 619,527 | 585,044 |
Vested and expected to vest (shares) | 723,710 | 718,003 | ||
Vested and exercisable (shares) | 537,222 | 444,839 | ||
Beginning balance (in dollars per share) | $ 6.17 | $ 6.73 | $ 6.41 | |
Granted (in dollars per share) | 3.88 | 7.97 | ||
Exercised (in dollars per share) | 3.22 | 2.26 | ||
Expired (in dollars per share) | 0.93 | |||
Forfeited (in dollars per share) | 4.76 | 6.94 | 4.65 | |
Ending balance (in dollars per share) | 6.18 | 6.17 | $ 6.73 | $ 6.41 |
Vested and expected to vest (in dollars per share) | 6.20 | 6.19 | ||
Vested and exercisable (in dollars per share) | $ 6.45 | $ 6.47 | ||
Weighted Average Remaining Contractual Life (in years) | 6 years 11 months 12 days | 7 years 5 months 12 days | 7 years 10 months 13 days | 8 years 7 months 24 days |
Vested and expected to vest | 6 years 11 months 1 day | 7 years 4 months 28 days | ||
Vested and exercisable | 6 years 5 months 19 days | 6 years 9 months | ||
Beginning balance | $ 72 | $ 252 | $ 912 | |
Ending balance | 4 | 72 | 252 | $ 912 |
Vested and expected to vest | 4 | 72 | ||
Vested and exercisable | 4 | 71 | ||
Fair value of awards vested | 200 | 400 | $ 400 | |
Unrecognized compensation cost | $ 400 | $ 700 | ||
Unrecognized compensation cost, Recognition, weighted-average period | 2 years | 2 years 3 months 18 days |
Stock-Based Compensation - St_4
Stock-Based Compensation - Stock Based Compensation Expense (Details) - Adagio Medical Inc - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Stock-Based Compensation | ||||
Total stock-based compensation | $ 221 | $ 204 | $ 442 | $ 365 |
Selling, general and administrative | ||||
Stock-Based Compensation | ||||
Total stock-based compensation | 192 | 176 | 384 | 318 |
Research and development | ||||
Stock-Based Compensation | ||||
Total stock-based compensation | $ 29 | $ 28 | $ 58 | $ 47 |
Net Loss Per Common Share - C_2
Net Loss Per Common Share - Computation of basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders - basic (in shares) | 1 | 1 | 1 | |||
Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders - diluted (in shares) | 1 | 1 | 1 | |||
Net loss per share attributable to common stockholders - basic (in dollars per share) | $ (5,000) | $ (713,794) | $ (2,134,199) | |||
Net loss per share attributable to common stockholders - diluted (in dollars per share) | $ (5,000) | $ (713,794) | $ (2,134,199) | |||
Adagio Medical Inc | ||||||
Net loss attributable to common stockholders | $ (14,478) | $ (17,824) | $ (38,146) | $ (23,673) | ||
Net loss attributable to common stockholders | $ (14,478) | $ (17,824) | $ (38,146) | $ (23,673) | ||
Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders - basic (in shares) | 779,908 | 758,942 | 759,814 | 751,568 | ||
Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders - diluted (in shares) | 779,908 | 758,942 | 759,814 | 751,568 | ||
Net loss per share attributable to common stockholders - basic (in dollars per share) | $ (18.56) | $ (23.49) | $ (50.20) | $ (31.50) | ||
Net loss per share attributable to common stockholders - diluted (in dollars per share) | $ (18.56) | $ (23.49) | $ (50.20) | $ (31.50) |
Net Loss Per Common Share - P_2
Net Loss Per Common Share - Potentially dilutive securities were excluded from the computation of diluted net loss per share calculations (Details) - Adagio Medical Inc - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Net Loss Per Common Share | ||||
Total | 5,523,533 | 5,701,972 | 5,736,027 | 5,559,473 |
Convertible preferred stock | ||||
Net Loss Per Common Share | ||||
Total | 4,732,044 | 4,939,946 | 4,939,946 | 4,939,946 |
Stock options | ||||
Net Loss Per Common Share | ||||
Total | 742,409 | 712,946 | 747,001 | 619,527 |
Common stock warrants | ||||
Net Loss Per Common Share | ||||
Total | 49,080 | 49,080 | 49,080 |
Income Taxes - Components of pr
Income Taxes - Components of pretax loss from operations (Details) - Adagio Medical Inc - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
U.S. | $ (38,073) | $ (20,744) |
Foreign | (73) | (2,929) |
Pretax loss from operations | $ (38,146) | $ (23,673) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of income tax computed at federal statutory tax rate to total income tax expense (Details) - Adagio Medical Inc - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income tax reconciliation, amount | ||||
Income tax benefit at federal statutory rate | $ (8,010) | $ (4,972) | ||
Permanent adjustments | 488 | 28 | ||
Change in FV of convertible note | 1,782 | |||
NOL true-up adjustment | 2,922 | |||
Foreign rate differential | (11) | 18 | ||
Change in federal valuation allowance | $ 2,869 | $ 4,926 | ||
Income tax reconciliation, percent | ||||
Income tax benefit at federal statutory rate | 21% | 21% | ||
Permanent adjustments | (1.10%) | (0.10%) | ||
Change in FV of convertible note | (4.70%) | |||
NOL true-up adjustment | (7.70%) | |||
Foreign rate differential | 0% | 0.10% | ||
Change in federal valuation allowance | 7.50% | 20.80% | ||
Effective tax rate for the company's operations | 0% | 0% |
Income Taxes - Components of de
Income Taxes - Components of deferred tax assets and liabilities (Details) - Adagio Medical Inc - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating losses | $ 25,786,000 | $ 26,489,000 |
Capitalized research costs | 4,456,000 | 1,737,000 |
Research and development credit | 1,604,000 | 1,604,000 |
Accrued compensation | 392,000 | 283,000 |
Stock-based compensation | 269,000 | 97,000 |
Operating lease liabilities | 14,000 | 54,000 |
Other | 114,000 | 91,000 |
Total deferred tax assets | 32,635,000 | 30,355,000 |
Less: Valuation allowance | (32,100,000) | (29,981,000) |
Total deferred tax assets, net of valuation allowance | 535,000 | 374,000 |
Deferred tax liabilities: | ||
Right-of-use assets | (14,000) | (53,000) |
Unrecognized tax benefit | (521,000) | (321,000) |
Total deferred tax liabilities | (535,000) | (374,000) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes (Details)_2
Income Taxes (Details) - Adagio Medical Inc - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Taxes | ||
Valuation allowance to offset net deferred tax assets | $ 32,100,000 | $ 29,981,000 |
Net deferred tax assets | 0 | 0 |
R & D tax credit | 1,604,000 | 1,604,000 |
Federal | ||
Income Taxes | ||
Net operating loss carryforwards | 100,000,000 | 84,800,000 |
Net operating loss subject to expiration | 19,000,000 | |
Net operating loss not subject to expiration | 81,000,000 | 65,800,000 |
R & D tax credit | 1,600,000 | 1,600,000 |
State | ||
Income Taxes | ||
Net operating loss carryforwards | 53,400,000 | 53,400,000 |
R & D tax credit | 0 | 0 |
Adagio Medical GmbH | ||
Income Taxes | ||
Net operating loss carryforwards | $ 249,300,000 | $ 138,700,000 |
Income Taxes - Unrecognized tax
Income Taxes - Unrecognized tax benefits (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Unrecognized tax benefits | |
Balance at end of year | $ 0 |
Adagio Medical Inc | |
Unrecognized tax benefits | |
Balance at beginning of year | 321,000 |
Gross increases - tax positions during the year | 200,000 |
Balance at end of year | $ 521,000 |
Income Taxes - Unrecognized t_2
Income Taxes - Unrecognized tax benefits and TCJA (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2022 | Dec. 31, 2021 | |
Unrecognized tax benefits | $ 0 | $ 0 | ||
Adagio Medical Inc | ||||
Unrecognized tax benefits | 521,000 | $ 321,000 | $ 321,000 | |
Unrecognized tax benefits that will affect the effective tax rate | 500,000 | |||
Capitalization of R & E | $ 15,500,000 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Adagio Medical Inc | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 USD ($) item | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) item | Dec. 31, 2022 USD ($) | Oct. 27, 2022 USD ($) | |
October 2022 Convertible Notes | |||||
Related Party Transactions | |||||
Principal amount | $ 9,500,000 | $ 9,500,000 | |||
Related Party | Fjord | Shared Services Agreement | |||||
Related Party Transactions | |||||
Amount of transaction | $ 800,000 | $ 600,000 | $ 1,400,000 | 1,100,000 | |
Related Party | Fjord | Sub-lease of office and manufacturing space | |||||
Related Party Transactions | |||||
Amount of transaction | $ 25,500 | $ 50,900 | $ 100,000 | $ 100,000 | |
Office and manufacturing space | item | 4,992 | 4,992 | |||
Related Party | Fjordinvest | October 2022 Convertible Notes | |||||
Related Party Transactions | |||||
Principal amount | $ 500,000 |
Subsequent Events (Details)_2_3
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 13, 2024 | Jun. 25, 2024 | May 21, 2024 | Dec. 31, 2023 |
Subsequent Events | ||||
Debt term | 3 years 9 months | |||
Adagio Medical Inc | ||||
Subsequent Events | ||||
Exercise price | $ 7.97 | |||
May 2024 Convertible Notes | Adagio Medical Inc | ||||
Subsequent Events | ||||
Principal amount | $ 3 | |||
Interest rate | 8% | |||
June 2024 Convertible Notes | Adagio Medical Inc | ||||
Subsequent Events | ||||
Principal amount | $ 2.5 | |||
Interest rate | 8% | |||
New Adagio Convertible Notes | Convert Warrants | Adagio Medical Inc | ||||
Subsequent Events | ||||
Principal amount | $ 20 | |||
Interest rate | 13% | |||
Shares called by per each warrant | 1 | |||
Exercise price | $ 24 | |||
Debt term | 3 years 9 months | |||
Subsequent event | ||||
Subsequent Events | ||||
Debt term | 3 years 9 months | |||
Subsequent event | New Adagio Convertible Notes | Adagio Medical Inc | ||||
Subsequent Events | ||||
Principal amount | $ 20 | |||
Interest rate | 13% | |||
Debt term | 3 years 9 months | |||
Debt instrument face amount to be issued pursuant to the agreement | $ 5.5 | |||
Class of warrant or right to be issued pursuant to the agreement | 937,500 | |||
Subsequent event | New Adagio Convertible Notes | Convert Warrants | Adagio Medical Inc | ||||
Subsequent Events | ||||
Shares called by per each warrant | 1 | |||
Exercise price | $ 24 | |||
Subsequent event | Bridge Financing Note 2024 | Adagio Medical Inc | ||||
Subsequent Events | ||||
Principal amount | $ 7 | |||
Proceeds from convertible debt | $ 7 |
BALANCE SHEET
BALANCE SHEET - USD ($) | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 |
Assets | |||
Total Assets | |||
Liabilties | |||
Accrued expenses | 5,000 | 5,000 | |
Total liabilities | 5,000 | 5,000 | |
Shareholders' Deficit: | |||
Additional paid-in capital | 2,134,199 | 0 | |
Common Stock, Value, Issued | 0 | 0 | |
Accumulated deficit | (2,139,199) | (5,000) | |
Total stockholders' deficit | (5,000) | $ (5,000) | (5,000) |
Total liabilities, convertible preferred stock, and stockholders' deficit | $ 0 | $ 0 |
BALANCE SHEETS (Parenthetical_2
BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Condensed Consolidated Balance Sheets | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000 | 1,000 |
Common stock, shares issued | 1 | 1 |
Common shares outstanding | 1 | 1 |
STATEMENTS OF OPERATIONS_2
STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | |
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS | ||||
General and administrative expenses | $ 5,000 | |||
Loss from operations | (5,000) | |||
Open Market Subscription Agreement expense | $ (713,794) | $ (2,134,199) | ||
Net loss | $ (5,000) | $ (713,794) | $ (1,420,405) | $ (2,134,199) |
Basic weighted average shares outstanding (in shares) | 1 | 1 | 1 | |
Diluted weighted average shares outstanding (in shares) | 1 | 1 | 1 | |
Basic net loss per common share (in dollars per share) | $ (5,000) | $ (713,794) | $ (2,134,199) | |
Diluted net loss per common share (in dollars per share) | $ (5,000) | $ (713,794) | $ (2,134,199) |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDER'S DEFICIT - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Ending Balance at Dec. 31, 2023 | $ 0 | $ 0 | $ (5,000) | $ (5,000) |
Ending Balance (in shares) at Dec. 31, 2023 | 1 | 1 | ||
Beginning Balance at Dec. 18, 2023 | $ 0 | 0 | ||
Net loss | 0 | 0 | (5,000) | $ (5,000) |
Ending Balance at Dec. 31, 2023 | $ 0 | 0 | (5,000) | $ (5,000) |
Ending Balance (in shares) at Dec. 31, 2023 | 1 | 1 | ||
Subscription Agreement expense | 1,420,405 | $ 1,420,405 | ||
Net loss | (1,420,405) | (1,420,405) | ||
Ending Balance at Mar. 31, 2024 | 1,420,405 | (1,425,405) | (5,000) | |
Ending Balance (in shares) at Mar. 31, 2024 | 1 | |||
Beginning Balance at Dec. 31, 2023 | $ 0 | 0 | (5,000) | $ (5,000) |
Beginning Balance (in shares) at Dec. 31, 2023 | 1 | 1 | ||
Net loss | $ (2,134,199) | |||
Ending Balance at Jun. 30, 2024 | 2,134,199 | (2,139,199) | $ (5,000) | |
Ending Balance (in shares) at Jun. 30, 2024 | 1 | 1 | ||
Beginning Balance at Mar. 31, 2024 | 1,420,405 | (1,425,405) | $ (5,000) | |
Beginning Balance (in shares) at Mar. 31, 2024 | 1 | |||
Subscription Agreement expense | 713,794 | 713,794 | ||
Net loss | (713,794) | (713,794) | ||
Ending Balance at Jun. 30, 2024 | $ 2,134,199 | $ (2,139,199) | $ (5,000) | |
Ending Balance (in shares) at Jun. 30, 2024 | 1 | 1 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - USD ($) | 6 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2024 | |
Cash flows from operating activities | ||
Net loss | $ (5,000) | $ (2,134,199) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Subscription Agreement expense | 2,134,199 | |
Net cash used in operating activities | 0 | |
Increase / (Decrease) in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 |
Cash and cash equivalents, end of period | $ 0 | $ 0 |
Description of Organization a_7
Description of Organization and Business Operations | 6 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2024 | |
Organization and Description of Business | ||
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Aja HoldCo, Inc. (the “Company”) is a Delaware corporation, formed by Arya Sciences Acquisition Corp IV (the “Parent”) on December 19, 2023 (inception). The Company has adopted a fiscal year-end of December 31. The Company was formed to be the surviving company in connection with a contemplated business combination between the Parent and Adagio (as defined below) (see Note 3). The Company has no prior operating activities. Going Concern The Parent has until July 2, 2024 to complete its initial business combination (or up to March 2, 2025 if all additional monthly extensions are exercised by ARYA Sciences Holdings IV (the “Sponsor”) and subsequently approved by the board of directors of the Parent pursuant to Parent’s amended and restated memorandum and articles of association, as amended). If the Parent is unable to complete the initial business combination by July 2, 2024 (or up to March 2, 2025 if all additional monthly extensions are exercised by the Sponsor and subsequently approved by the board of directors of the Parent), the Parent must cease all operations and dissolve and liquidate under Cayman Islands law. The financial statements have been prepared assuming that the Company will continue as a going concern. If the Parent is unable to raise additional funds to alleviate liquidity needs as well as complete a business combination by July 2, 2024 (or up to March 2, 2025 if all additional monthly extensions are exercised by the Sponsor and subsequently approved by the board of directors of the Parent), then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. | Note 1 — Description of Organization and Business Operations Aja HoldCo, Inc. (the “Company” or “ListCo”) is a Delaware corporation, formed by Arya Sciences Acquisition Corp IV (the “Parent”) on December 19, 2023 (inception). The Company has adopted a fiscal year end of December 31. The Company has no prior operating activities. On July 31, 2024, Adagio Medical, Inc. (“Adagio Medical”)announced the closing of its previously announced business combination (the “Business Combination”) with the Parent and the Company. In connection with the closing of the Business Comabination, the Company changed its name to “Adagio Medical Holdings, Inc.” (see Note 4). Going Concern On July 31, 2024, the Company announced the closing of its previously announced Business Combination with the Company and Adagio Medical (see Note 4). As of July 31, 2024, substantial doubt about the Company’s ability to continue as a going concern was alleviated due to the closing of the Business Combination. |
Summary of Significant Accou_29
Summary of Significant Accounting Policies | 6 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2024 | |
Summary of Significant Accounting Policies | ||
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and immaterial amounts were accrued for the payment of penalties for the period from December 19, 2023 to December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Loss Per Common Stock Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. At December 31, 2023 the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then shares in the earnings of the Company. As a result, diluted loss per common stock is the same as basic loss per common stock for the period presented. Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2024 and December 31, 2023, the carrying values of accounts payable due to related party approximate their fair values due to the short-term nature of the instruments. Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2024. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and immaterial amounts were accrued for the payment of penalties for the years ended June 30, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net (Loss) Per Common Stock Net (loss) per common share is computed by dividing net (loss) by the weighted average number of common shares outstanding for the periods. Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. |
Stockholder's Deficit
Stockholder's Deficit | 6 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2024 | |
Stockholder's Deficit | ||
Stockholder's Deficit | Note 3 — Stockholder’s Deficit Common Stock | Note 3 — Stockholder’s Deficit Common Stock |
Commitments and Contingencie_11
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 4 — Commitments and Contingencies Business Combination Agreement On February 13, 2024, the Parent, the Company, Aja Merger Sub 1, a Cayman Islands exempted company (“ARYA Merger Sub”), Aja Merger Sub 2, Inc., a Delaware corporation (“Adagio Merger Sub”), and Adagio Medical, Inc. (“Adagio”) entered into a business combination agreement (the “Business Combination Agreement”), in connection with a proposed business combination (the “Proposed Adagio Business Combination”), which contains certain customary representations, warranties, and covenants by the parties thereto. As further described in the Business Combination Agreement, the closing of the Proposed Adagio Business Combination (the “Closing” and the date on which the Closing occurs, the “Closing Date”) is subject to certain customary conditions and risks. “New Adagio” refers to the Company after giving effect to the Business Combination. The Business Combination Agreement provides, among other things, for the consummation of the following transactions: 1. ARYA Merger Sub will merge with and into the Parent (the “ARYA Merger”) and Adagio Merger Sub will merge with and into Adagio (the “Adagio Merger” and, together with the ARYA Merger, the “Mergers”), with the Parent and Adagio surviving the Mergers and, after giving effect to such Mergers, each of the Parent and Adagio becoming a wholly owned subsidiary of the Company, on the terms and subject to the conditions in the Business Combination Agreement; 2. (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share, of the Parent (the “Class A ordinary shares”) will be automatically cancelled, extinguished and converted into the right to receive one share of common stock, par value $0.0001 per share, of New Adagio (the “New Adagio Common Stock”) and (ii) each issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Parent (the “Class B ordinary shares”) will be automatically cancelled, extinguished and converted into the right to receive one share of New Adagio Common Stock, other than 1,000,000 Class B ordinary shares that will be forfeited by the Sponsor and issued to PIPE Investors (as defined below), including Perceptive Life Sciences Master Fund, Ltd, a Cayman Islands exempted company (the “Perceptive PIPE Investor”). 1,147,500 shares of New Adagio Common Stock issuable to the Sponsor will be subject to share trigger price vesting and will vest if, prior to the tenth anniversary of the Closing, the post-closing share price of New Adagio equals or exceeds $24.00 per share for any 20 trading days within any 30 trading day period (the “Share Trigger Price Vesting”); and 3. (i) each warrant of Adagio will be either (x) terminated, or (y) “net” exercised in exchange for shares of common stock, par value $0.01 per share, of Adagio (“Adagio Common Stock”); (ii) all issued and outstanding unsecured convertible promissory notes of Adagio (excluding the Bridge Financing Notes (as defined below) and the 2024 Bridge Financing Notes (as defined below)) (the “Adagio Convertible Notes”), including any accrued and unpaid interest thereon, will be automatically and fully converted into shares of Adagio Common Stock in accordance with the terms of such Adagio Convertible Notes and such Adagio Convertible Notes will be cancelled, satisfied, extinguished, discharged and retired in connection with such conversion (the “Adagio Convertible Notes Conversion”); (iii) each share of preferred stock, par value $0.001 per share, of Adagio (the “Adagio Preferred Stock”) that is issued and outstanding will be automatically converted into shares of Adagio Common Stock and each such share of Adagio Preferred Stock will be cancelled; (iv) all issued and outstanding shares of Adagio Common Stock (other than treasury shares and shares with respect to which appraisal rights under the Delaware General Corporation Law, as amended, are properly exercised and not withdrawn) will be automatically cancelled, extinguished and converted into the right to receive shares of New Adagio Common Stock based on the exchange ratio set forth in the Business Combination Agreement; (v) each issued, outstanding and unexercised option to purchase Adagio Common Stock (“Adagio Option”) that is vested as of such time or will vest in connection with, or after taking into account the effect of, the consummation of the transactions contemplated by the Business Combination Agreement with an aggregate value that exceeds the aggregate exercise price of such Adagio Option (each an “In-the-Money Adagio Option”) will be cancelled and extinguished in exchange for options to purchase shares of New Adagio Common Stock, and each issued and outstanding Adagio equity award (other than an In-the-Money Adagio Option) will automatically be canceled and extinguished for no consideration and each holder thereof will cease to have any rights with respect thereto. Amendment to the Business Combination Agreement On June 25, 2024, the Parent and Adagio entered into a Consent and Amendment No. 1 to the Business Combination Agreement (the “Amendment No. 1”), pursuant to which, among other things: (i) the Parent consented to Adagio entering an exchange agreement (the “Exchange Agreement”) and the transactions contemplated thereunder with RA Capital Healthcare Fund, L.P., a Delaware limited partnership (“RA Capital”), pursuant to which, RA Capital would exchange a certain number of its existing Company Series E Preferred Shares (as defined in the Business Combination Agreement) for pre-funded warrants (each, a “Pre-Funded Warrant for Series E Preferred Shares”) to purchase Company Series E Preferred Shares, with each Pre-Funded Warrant for Series E Preferred Shares issued and outstanding as of immediately prior to the Company Merger Effective Time (as defined in the Business Combination Agreement) being automatically canceled and extinguished and converted into the right to receive a number of HoldCo Shares (as defined in the Business Combination Agreement) equal to the Exchange Ratio (as defined in the Business Combination Agreement); (ii) the definition of the term “Fully Diluted HoldCo Closing Capitalization” as provided in the Business Combination Agreement was expanded to include the number of pre-funded warrants outstanding immediately after the Company Merger Effective Time that each represented the right to purchase HoldCo Shares; (iii) (a) the aggregate share reserve under the Key Employee Incentive Plan (as defined in the Business Combination Agreement) should be up to the Key Employee Incentive Plan Maximum Amount, which was the aggregate number of HoldCo Shares equal to the product obtained by multiplying (A) the quotient of (x) fifteen percent (15%) divided by (y) thirty-five percent (35%) by (B) the Aggregate Incentive Equity Pool, which was the aggregate number of HoldCo Shares equal to (x) the Aggregate HoldCo Share Reserve (as defined hereunder) minus (y) the Fully Diluted HoldCo Closing Capitalization, and (b) the aggregate share reserve under the HoldCo Incentive Equity Plan (as defined in the Business Combination Agreement) should be equal to the Incentive Equity Plan Maximum Amount plus an increase as provided in the Business Combination Agreement, which Incentive Equity Plan Maximum Amount was the aggregate number of HoldCo Shares equal to the product obtained by multiplying (A) the quotient of (x) twenty percent (20%) divided by (y) thirty-five percent (35%) by (B) the Aggregate Incentive Equity Pool; and (iv) following the Closing, ListCo’s name would be changed to “Adagio Medical Holdings, Inc.” (or such other name mutually agreed to by ARYA and Adagio). As defined in the Amendment No. 1, “Aggregate HoldCo Share Reserve” meant the aggregate number of HoldCo Shares equal to the quotient obtained by dividing (i) the Fully Diluted HoldCo Closing Capitalization by (ii) sixty-five percent (65%). PIPE Financing (Private Placement) In connection with the execution of the Business Combination Agreement, ListCo and the Parent entered into Subscription Agreements (the “Subscription Agreements”) with the Perceptive PIPE Investor and certain other investors (the “Other PIPE Investors,” and, together with the Perceptive PIPE Investor, the “PIPE Investors”), pursuant to which the PIPE Investors committed financing valued at approximately $64.5 million, which includes (i) 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 date the Closing occurs (the “Closing Date”), (ii) non-redemption commitments by certain investors that are shareholders of the Parent, (iii) agreements to subscribe for and purchase shares of New Adagio Common Stock, (iv) the contribution of $29,500,000 of 2023 Bridge Financing Notes to ListCo pursuant to the terms of the Subscription Agreement executed by the Perceptive PIPE Investor, and (v) an additional cash investment by the Perceptive PIPE Investor of approximately $15.9 million (which amount may be reduced by up to approximately $1,070,575 subject to Additional Financing being raised prior to Closing), as described in more detail below (together, the “PIPE Financing”). In connection with the PIPE Financing, the PIPE Investors will also subscribe for (i) warrants to purchase shares of New Adagio Common Stock at $10.00 per share, subject to adjustment (the “Base Warrants”) or (ii) a combination of Base Warrants and pre-funded warrants, each exercisable for one share of New Adagio Common Stock at $0.01 per share (the “Pre-Funded Warrants,” and together with the Base Warrants, the “PIPE Warrants”). As provided for in the Subscription Agreements, the number of shares of New Adagio Common Stock and Base Warrants issuable to the PIPE Investors will depend on the redemption value of the Class A ordinary shares at Closing, the average per share price of the Class A ordinary shares purchased by certain PIPE Investors in the open market and the amount of interest on the 2023 Bridge Financing Notes that will have accrued and be unpaid at Closing and be contributed to ListCo in exchange for shares of New Adagio Common Stock. The shares of New Adagio Common Stock and PIPE Warrants to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. ListCo will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent Closing. The Company has concluded that the New Adagio Common Stock and PIPE Warrants to be issued under certain of the Subscription Agreements (the “Open Market Subscription Agreements”) that include an open market purchase and non-redemption obligation for subscribing investors (the “Open Market Investors”) qualify as equity under ASC 815-40 (“Derivatives and Hedging–Contracts in Entity’s Own Equity”); therefore, the Company will recognize the New Adagio Common Stock and PIPE Warrants to be issued under such Open Market Subscription Agreements (such securities, the “Open Market PIPE Securities”) by recording an entry to additional paid-in capital in stockholder’s deficit in its balance sheet. In accordance with ASC 815-40-30-1, the New Adagio Common Stock and PIPE Warrants will be recorded and measured at fair value (i.e., most often representative of proceeds received for equity-linked instruments; however, when estimating the fair value of the New Adagio Common Stock and PIPE Warrants, the Company has followed the guidance in ASC 820, “Fair Value Measurement.” In connection with Open Market Investor’s commitment to irrevocably subscribe for and agree to purchase from ListCo the number of Open Market PIPE Securities set forth on the signature page of the applicable Open Market Subscription Agreements, on the terms and subject to the conditions set forth in such Open Market Subscription Agreements, which include, without limitation, the agreement not to redeem the Class A ordinary shares purchased in the open market prior to Closing, the Company will record an amount equal to the full fair value of the New Adagio Common Stock and PIPE Warrants to be issued to the Open Market PIPE Investor in connection with the Closing. On July 23, 2024, the Perceptive Life Sciences Master Fund, Ltd., a Cayman Islands exempted company (the “Perceptive PIPE Investor”) indicated an interest to increase its investment in the PIPE Financing by such amount that is necessary for the minimum unrestricted cash condition of the Contingent Investor to be met. Such additional subscription would be on the same terms as provided in the Subscription Agreement that the Perceptive PIPE Investor executed on February 13, 2024 and amended on June 24, 2024. On July 31, 2024, ListCo and ARYA entered into an Amended and Restated Subscription Agreement (the “Perceptive Amended and Restated Subscription Agreement”) with the Perceptive PIPE Investor to amend and restate the Perceptive PIPE Investor’s Subscription Agreement (the “Perceptive Initial Subscription Agreement”) entered into by and among the same parties on February 13, 2024 (as amended on June 24, 2024). Pursuant to the Perceptive Amended and Restated Subscription Agreement, among other things, the amount of the Additional Cash (as defined in the Initial Subscription Agreement) was increased from approximately $8,070,575 to approximately $15,875,568, such that the minimum unrestricted cash condition of the Contingent Investor would be met. The increase of the Additional Cash resulted in the issuance of approximately 936,600 additional shares of New Adagio Common Stock at Closing to the Perceptive PIPE Investor. Convertible Security Financing (Private Placement) In connection with the execution of the Business Combination Agreement, certain investors, including the Perceptive PIPE Investor (the “Convert Investors”), executed a securities purchase agreement, dated February 13, 2024, with the Company (such agreement and any assignment agreement thereunder in connection with any Additional Financing, the “Convertible Security Subscription Agreement”), pursuant to which the Company issued on the Closing Date to the Convert Investors $20,000,000 aggregate principal amount of 13% senior secured convertible notes (the “New Adagio Convertible Notes”), which will be convertible into shares of New Adagio Common Stock at a conversion price of $10.00 per share, subject to adjustment (the “Conversion Shares”), and 1,500,000 warrants (the “Convert Warrants”), which will be exercisable on a cashless basis or for cash at a price of $24.00 per share, subject to adjustment (the “Base Convert Financing”), and will expire on the seventh anniversary of the Closing. Such $20,000,000 investment in New Adagio Convertible Notes includes the Perceptive Convertible Note Commitment (as defined below) and includes the conversion of the 2024 Bridge Financing Notes (as defined below) into New Adagio Convertible Notes at Closing, subject in each case to Additional Financing being raised prior to Closing, as further described below. The New Adagio Convertible Notes will have a maturity of 3 years and nine months On the Closing Date, pursuant to the terms of the 2024 Bridge Financing Notes and the 2024 Bridge Financing Note Subscription Agreement, the 2024 Bridge Financing Notes will convert into $7,000,000 of New Adagio Convertible Notes and 525,000 Convert Warrants, and the Perceptive PIPE Investor will subscribe for an additional $3,000,000 aggregate principal amount of New Adagio Convertible Notes and 225,000 Convert Warrants, on the same terms as the other Convert Investors executing the Convertible Security Subscription Agreement (such additional investment by the Perceptive PIPE Investor, the “Perceptive Convertible Note Commitment,” and together with the Base Convert Financing, the “Convertible Security Financing”). Subject to the Parent and New Adagio receiving any new financing or commitment for financing (any such financing, an “Additional Financing”), whether in the form of equity, debt or convertible debt, before the Closing Date, the Perceptive PIPE Investor may request that, on the Closing Date, the 2024 Bridge Financing Note is repaid, the Perceptive Convertible Note Commitment is reduced or a combination of both. The New Adagio Convertible Notes and the Convert Warrants issuable in connection with the Convertible Security Financing have not been registered under the Securities Act and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. The Company will grant the Convert Investors certain registration rights in connection with the Convertible Security Financing. The Convertible Security Financing is contingent upon, among other things, the substantially concurrent Closing. As set forth in the Convertible security Subscription Agreement, the closing of $7,500,000 of financing by a Convert Investor is conditioned on New Adagio having a certain amount of available cash on the Closing Date. Pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, the Company, certain of its subsidiaries (other than Adagio Medical GmbH, a company organized under the laws of Germany and an excluded subsidiary thereunder) (the “Subsidiaries”) and the collateral agent (the “Collateral Agent”) on behalf of the Convert Investors, will enter into a security and pledge agreement (the “Convert Security Document”), pursuant to which the Company and the Subsidiaries will (i) pledge the equity interests in the Subsidiaries to the Collateral Agent, (ii) pledge all of their respective promissory notes, securities and other instruments evidencing indebtedness to the Collateral Agent, and (iii) grant to the Collateral Agent a security interest in and lien on all of their respective personal property and assets, including, among other items, all of their deposit accounts, chattel paper, documents, equipment, general intangibles, instruments and inventory, and all proceeds therefrom, in each case subject to customary exceptions, all as set forth in the form of the Convert Security Document. Additionally, pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, the Subsidiaries will deliver a guaranty (the “Convert Guaranty”) to the Collateral Agent pursuant to which the Subsidiaries will, jointly and severally, guarantee the Company’s obligation to repay the New Adagio Convertible Notes and all other obligations of the Company under the Convertible Security Subscription Agreement and the New Adagio Convertible Notes and other related transaction documents, as set forth in the form of the Convert Guaranty. Any additional subsidiaries of the Company formed or acquired after the closing date will be required to join the Convert Guaranty as additional guarantors. Non-Redemption Subscription Agreements In connection with the execution of the Business Combination Agreement, ListCo and the Parent entered into Non-redemption Subscription Agreements (the “Non-redemption Subscription Agreements”) with certain other investors (the “Non-Redeeming Subscribed Investors”) pursuant to which the Non-Redeeming Subscribed Investors committed financing valued at approximately $2,000,000, which includes ListCo is seeking commitments from interested investors to purchase in a private placement, contingent upon, and substantially concurrently with the closing of the Transaction, (i) shares (the “Shares”) of ListCo’s common stock, par value $0.0001 per share (the “Common Stock”), (ii) warrants, each representing the right to purchase shares of Common Stock and to be represented by a warrant and (iii) the Investor and its affiliates agree (a) not to sell or transfer any of the Non-Redeeming Subscribed Investors’s Shares prior to the closing of the Transaction and (b) not to redeem any Investor Company Shares prior to or in connection with the Transaction. On the Closing Date, Non-Redeeming Subscribed Investors shall deliver evidence reasonably satisfactory to ListCo that Investor continues to hold the Investor Company Shares and has not tendered such shares for redemption. The Company has concluded that the New Adagio Common Stock and Warrants (“Non-Redeeming Shares and Warrants”) issued under certain Non-redemption Subscription Agreements qualify as equity under ASC 815-40 (“Derivatives and Hedging–Contracts in Entity’s Own Equity”). As a result, the Company will recognize any Shares and Warrants issued under the Non-redemption Subscription Agreements within stockholder’s deficit. In accordance with ASC 815-40, any Shares and Warrants issued under the Non-redemption Subscription Agreements will be recorded and measured at fair value, which is typically representative of the proceeds received for equity-linked instruments. When estimating the fair value of these instruments, the Company follows the guidance in ASC 820, “Fair Value Measurement.” As a result of the Non-Redeeming Subscribed Investors’ commitment to irrevocably subscribe for and purchase the number of Non-Redeeming Shares and Warrants listed in the Non-redemption Subscription Agreements, the Company agrees to the terms and conditions set forth in the agreements, including agreeing to not redeem the Class A ordinary shares purchased in the open market by the Non-Redeeming Subscribed Investors’ before closing. The Company will record an amount equal to the full fair value of the Non-Redeeming Shares and Warrants to be issued to the Non-Redeeming Subscribed Investor at the closing as a result of the Non-Redeeming Subscribed Investors’ commitment, as described above. Approval of Business Combination Agreement On July 26, 2024, the Parent held an annual general meeting of shareholders (the “Meeting”) to consider and vote upon the Business Combination Proposal, the ARYA Merger Proposal, the Director Election Proposal and the Adjournment Proposal, each as more fully described in the definitive proxy statement/prospectus that the Company filed with the SEC on July 12, 2024 (the “Proxy Statement”). The shareholders of the Parent approved the Business Combination Proposal, the ARYA Merger Proposal and the Director Election Proposal. As there were sufficient votes to approve the Business Combination Proposal, the ARYA Merger Proposal and the Director Election Proposal, the Adjournment Proposal was not presented to shareholders. Consummation of Business Combination On July 31, 2024, Adagio announced the closing of its previously announced Business Combination with the Parent and the Company. In connection with the closing of the Business Combination, the Company changed its name to “Adagio Medical Holdings, Inc.” The common stock of New Adagio began trading on August 1, 2024, under the symbols ADGM on the Nasdaq Capital Market. Upon the consummation of the Business Combination, Adagio and the Parent became the direct wholly owned subsidiaries of Adagio Medical Holding, Inc. In connection with the Business Combination, the combined company raised financing valued at approximately $84.2 million, which consisted of funds held in the Parent’s trust account, a concurrent equity and warrant private placement (including $29.5 million of bridge financing used by Adagio prior to closing and funds from the Parent’s trust account not redeemed) led by, among others, Perceptive PIPE Investor, RA Capital Management and RTW Investments, and a concurrent convertible security financing (including $7.0 million of bridge financing used by Adagio prior to closing) led by, among others, an institutional investor and Perceptive PIPE Investor. The Business Combination is expected to be accounted for as a forward merger in accordance with U.S. GAAP. Under this method of accounting, ListCo is treated as the “accounting acquirer” and Adagio as the “accounting acquiree” for financial reporting purposes. Accordingly, the Business Combination is expected to be accounted for using the acquisition method of accounting. The acquisition method of accounting is based on FASB ASC 805 and uses the fair value concepts defined in ASC 820. As of the date the condensed consolidated financial statements are available to be issued, the Company is still in the process of analyzing the accounting impact of the Business Combination. |
Fair Value Measurements_2_3_4_5
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Measurements | |
Fair Value Measurements | Note 5 — Fair Value Measurements Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. During the six months ended June 30, 2024, the Company entered into an Open Market Subscription Agreement and Non-Redemption Subscription Agreement, discussed in Note 4. The Company has concluded that the New Adagio Common Stock and PIPE Warrants and Non-Redeeming Shares and Warrants to be issued under certain of Open Market Subscription Agreements and Non-Redeeming Subscription Agreements that include an open market purchase and non-redemption obligation for Open Market Investors and Non-Redeeming Subscribed Investors qualify as equity under ASC 815-40 (“Derivatives and Hedging–Contracts in Entity’s Own Equity”); therefore, the Company will recognize the New Adagio Common Stock and PIPE Warrants to be issued under such Open Market Subscription Agreements and Non-Redeeming Subscription Agreements (such securities, the “Open Market PIPE Securities” and “Non-Redeeming Shares and Warrants”) by recording an entry to additional paid-in capital in stockholder’s deficit in its balance sheet and Open Market Subscription Agreement expense on its statement of operations. In accordance with ASC 815-40-30-1, the New Adagio Common Stock and PIPE Warrants and Non-Redeeming Shares and Warrants will be recorded and measured at fair value (i.e., most often representative of proceeds received for equity-linked instruments; however, when estimating the fair value of the New Adagio Common Stock and PIPE Warrants and Non-Redeeming Shares and Warrants, the Company has followed the guidance in ASC 820, “Fair Value Measurement.” In connection with Open Market Investor’s commitment to irrevocably subscribe for and agree to purchase from ListCo the number of Open Market PIPE Securities and Non-Redeeming Shares and Warrants set forth on the signature page of the applicable Open Market Subscription Agreements, on the terms and subject to the conditions set forth in such Open Market Subscription Agreements, which include, without limitation, the agreement not to redeem the Class A ordinary shares purchased in the open market prior to Closing, the Company will record an amount equal to the full fair value of the New Adagio Common Stock and PIPE Warrants to be issued to the Open Market PIPE Investor in connection with the Closing. The estimated amount of New Adagio Common Stock shares and PIPE Warrants to be issued on the Close of the Transaction, as of the inception of the Open Market Subscription agreements mentioned above, are 219,877 and 183,493, respectively. The estimated amount of Non-Redeeming Shares and Warrants to be issued on the Close of the Transaction, as of the inception of the Non-Redeeming Subscription Agreements mentioned above, are 76,681 and 166,160, respectively. To determine the fair value of the New Adagio Common Stock on inception, the Company used the following Level 3 inputs: February 13, 2024 Base Share Price $ 10.00 Adjusted per Share (1.2X Purchase Price Ratio) $ 8.33 Adjusted Share price $ 7.00 Probability of Closing 75.00 % Estimated fair value per Share at Closing $ 5.25 To determine the fair value of the PIPE Warrants on inception, the Company used the following Level 3 inputs: February 13, 2024 Base Share Price $ 7.00 Strike price, as defined in Subscription Agreement $ 10.00 Term (Months) 12.00 Average volatility rate 70.00 % Probability of Closing 75.00 % Estimated expected Warrant price $ 1.21 Estimated fair value per Warrant at Closing (1.2x Coverage Ratio) $ 1.45 To determine the fair value of the Non-Redeeming Subscription Agreement Shares on inception, the Company used the following Level 3 inputs: June 21, 2024 Base Share Price $ 10.00 Adjusted per Share (1.2X Purchase Price Ratio) $ 8.33 Adjusted Share price $ 7.08 Probability of Closing 95.00 % Estimated fair value per Share at Closing $ 6.73 To determine the fair value of the Non-Redeeming Subscription Agreement Warrants on inception, the Company used the following Level 3 inputs: June 21, 2024 Base Share Price $ 10.00 Strike price, as defined in Subscription Agreement $ 10.00 Term (Months) 12.00 Average volatility rate 70.00 Probability of Closing 95.00 % Estimated expected Warrant price $ 1.25 Estimated fair value per Warrant at Closing (1.2x Coverage Ratio) $ 1.19 During the six-month period ended June 30, 2024, the fair value of the instruments above was recorded in additional paid-in capital in stockholder’s deficit on the Company’s balance sheet and Subscription Agreement expense on its statement of operations was $2,134,199. |
Subsequent Events_2_3_4_5
Subsequent Events | 6 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2024 | |
Subsequent Events | ||
Subsequent Events | Note 4 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to June 25, 2024, the financial statements were available to be issued and has concluded that, other than the events described below, all such events that would require recognition or disclosure have been recognized or disclosed. Business Combination Agreement On February 13, 2024, the Parent, the Company, Aja Merger Sub 1, a Cayman Islands exempted company (“ARYA Merger Sub”), Aja Merger Sub 2, Inc., a Delaware corporation (“Adagio Merger Sub”), and Adagio Medical, Inc. (“Adagio”) entered into a business combination agreement (the “Business Combination Agreement”), in connection with a proposed business combination (the “Proposed Adagio Business Combination”), which contains certain customary representations, warranties, and covenants by the parties thereto. As further described in the Business Combination Agreement, the closing of the Proposed Adagio Business Combination (the “Closing” and the date on which the Closing occurs, the “Closing Date”) is subject to certain customary conditions and risks. “New Adagio” refers to the Company after giving effect to the Business Combination. The Business Combination Agreement provides, among other things, for the consummation of the following transactions: 1. ARYA Merger Sub will merge with and into the Parent (the “ARYA Merger”) and Adagio Merger Sub will merge with and into Adagio (the “Adagio Merger” and, together with the ARYA Merger, the “Mergers”), with the Parent and Adagio surviving the Mergers and, after giving effect to such Mergers, each of the Parent and Adagio becoming a wholly owned subsidiary of the Company, on the terms and subject to the conditions in the Business Combination Agreement; 2. (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share, of the Parent (the “Class A ordinary shares”) will be automatically cancelled, extinguished and converted into the right to receive one share of common stock, par value $0.0001 per share, of New Adagio (the “New Adagio Common Stock”) and (ii) each issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Parent (the “Class B ordinary shares”) will be automatically cancelled, extinguished and converted into the right to receive one share of New Adagio Common Stock, other than 1,000,000 Class B ordinary shares that will be forfeited by the Sponsor and issued to PIPE Investors (as defined below), including Perceptive Life Sciences Master Fund, Ltd, a Cayman Islands exempted company (the “Perceptive PIPE Investor”). 1,147,500 shares of New Adagio Common Stock issuable to the Sponsor will be subject to share trigger price vesting and will vest if, prior to the tenth anniversary of the Closing, the post-closing share price of New Adagio equals or exceeds $24.00 per share for any 20 trading days within any 30 trading day period (the “Share Trigger Price Vesting”); 3. (i) each warrant of Adagio (other than the pre-funded warrant to purchase shares of Series E Preferred Stock of Adagio that is issued and outstanding immediately prior to the consummation of the Adagio Merger (the “Pre-Funded Warrants for Series E Preferred Shares”)) will be either (x) terminated, or (y) “net” exercised in exchange for shares of common stock, par value $0.01 per share, of Adagio (“Adagio Common Stock”); (ii) all issued and outstanding unsecured convertible promissory notes of Adagio (excluding the Bridge Financing Notes (as defined below) and the 2024 Bridge Financing Notes (as defined below)) (the “Adagio Convertible Notes”), including any accrued and unpaid interest thereon, will be automatically and fully converted into shares of Adagio Common Stock in accordance with the terms of such Adagio Convertible Notes and such Adagio Convertible Notes will be cancelled, satisfied, extinguished, discharged and retired in connection with such conversion (the “Adagio Convertible Notes Conversion”); (iii) each share of preferred stock, par value $0.001 per share, of Adagio (the “Adagio Preferred Stock”) that is issued and outstanding will be automatically converted into shares of Adagio Common Stock and each such share of Adagio Preferred Stock will be cancelled; (iv) all issued and outstanding shares of Adagio Common Stock (other than treasury shares and shares with respect to which appraisal rights under the Delaware General Corporation Law, as amended, are properly exercised and not withdrawn) will be automatically cancelled, extinguished and converted into the right to receive shares of New Adagio Common Stock based on the exchange ratio set forth in the Business Combination Agreement; (v) each Pre-Funded Warrant for Series E Preferred Shares that is issued and outstanding immediately prior to the consummation of the Adagio Merger shall be automatically canceled and extinguished and converted into the right to receive shares of New Adagio Common Stock based on the exchange ratio set forth in the Business Combination Agreement (vi) each issued, outstanding and unexercised option to purchase Adagio Common Stock (“Adagio Option”) that is vested as of such time or will vest in connection with, or after taking into account the effect of, the consummation of the transactions contemplated by the Business Combination Agreement with an aggregate value that exceeds the aggregate exercise price of such Adagio Option (each an “In-the-Money Adagio Option”) will be cancelled and extinguished in exchange for options to purchase shares of New Adagio Common Stock, and each issued and outstanding Adagio equity award (other than an In-the-Money Adagio Option) will automatically be cancelled and extinguished for no consideration and each holder thereof will cease to have any rights with respect thereto. On June 24, 2024, the Company and the Parent entered into the June Subscription Agreements with the June PIPE Investors (as defined below). Additionally, on June 24, 2024, the Company and the Parent entered into an amendment to the Subscription Agreement (as defined below) with the Perceptive PIPE Investor (as defined below), pursuant to which the May 2024 Notes (as defined below), any Additional Convertible Notes (as defined below) that the Perceptive PIPE Investor may elect to subject to its Subscription Agreement and any interest that has been accruing and will remain unpaid thereon prior to Closing will be contributed to the Company at Closing. For additional information, please see “ —PIPE Financing (Private Placement) On June 25, 2024, the Parent and Adagio entered into the Consent and Amendment No. 1 to the Business Combination Agreement (the “BCA Amendment”). The BCA Amendment relates to an adjustment of the pre-Closing ownership of one of the stockholders of Adagio, a change to the post-Closing name of the Company and changes to the terms of the post-Closing Key Employee Incentive Plan and HoldCo Incentive Equity Plan of the Company. PIPE Financing (Private Placement) In connection with the execution of the Business Combination Agreement, the Company and the Parent entered into Subscription Agreements (as may be amended, supplemented or otherwise modified from time to time, the “Initial Subscription Agreements”) with the Perceptive PIPE Investor and certain other investors (the “Initial Other PIPE Investors,” and, together with the Perceptive PIPE Investor, the “Initial PIPE Investors”). In June 2024, ListCo and ARYA entered into additional Subscription Agreements (as may be amended, supplemented or otherwise modified from time to time, the “June Subscription Agreements” and, together with the Initial Subscription Agreements, the “Subscription Agreements”) with certain additional investors (the “June PIPE Investors” and, together with the Initial Other PIPE Investors, the “Other PIPE Investors,“ and the Other PIPE Investors, together with the Perceptive PIPE Investor, the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors have committed financing valued at approximately $53,000,000 (the “PIPE Financing”). The PIPE Financing is comprised of: (i) commitments by certain investors to subscribe for and purchase Class A ordinary shares in the open market for $2,500,000 and not to redeem such shares prior to the Closing Date (valued as of June 18, 2024 at approximately $2,529,830 based on an approximate redemption value of $11.47 per Class A ordinary share on June 18, 2024), which will result in the issuance of approximately 355,459 shares of New Adagio Common Stock and approximately 299,904 warrants exercisable for shares of New Adagio Common Stock at $10.00 per share, subject to adjustment (the “Base Warrants”) (including the Class A ordinary shares purchased by such Other PIPE Investors and that such Other PIPE Investors agreed not to redeem and that will convert into shares of New Adagio Common Stock at Closing in connection with the Business Combination); (ii) commitments by certain investors that are shareholders of ARYA not to redeem approximately 247,700 Class A ordinary shares (valued as of June 18, 2024 at approximately $2,842,454 based on an approximate redemption value of $11.47 per Class A ordinary share on June 18, 2024), which will result in the issuance of approximately 403,114 shares of New Adagio Common Stock and approximately 341,098 Base Warrants (including the Class A ordinary shares that such Other PIPE Investors agreed not to redeem and that will convert into shares of New Adagio Common Stock at Closing in connection with the Business Combination); (iii) agreements to subscribe for and purchase at Closing approximately 1,706,666 shares of New Adagio Common Stock and approximately 1,440,000 Base Warrants for an aggregate purchase price of approximately $12,000,000; (iv) the contribution of (a) the $15,000,000 convertible promissory notes of Adagio, which the Perceptive PIPE Investor purchased from Adagio pursuant to that certain Note Purchase Agreement, dated as of April 4, 2023 (the “April 2023 Notes”), (b) the $8,000,000 convertible promissory notes of Adagio, which the Perceptive PIPE Investor purchased from Adagio pursuant to that certain Note Purchase Agreement, dated as of November 28, 2023 (the “November 2023 Notes”), (c) the $3,000,000 convertible promissory notes of Adagio, which the Perceptive PIPE Investor purchased from Adagio pursuant to that certain Note Purchase Agreement, dated as of May 21, 2024 (the “May 2024 Notes”), (d) any additional convertible promissory notes that Adagio may issue to the Perceptive PIPE Investor prior to the Closing Date to fund ongoing working capital requirements of Adagio prior to the Closing Date and that the Perceptive PIPE Investor may elect prior to the Closing Date to subject to its Subscription Agreement (such additional convertible promissory notes of Adagio, the “Additional Convertible Notes,” and, together with the April 2023 Notes, the November 2023 Notes and the May 2024 Notes, the “Bridge Financing Notes”) to the Company and any interest that has been accruing and will remain unpaid thereon prior to Closing pursuant to the terms of the Subscription Agreement executed by the Perceptive PIPE Investor; and (v) an additional cash investment by the Perceptive PIPE Investor of approximately $8,070,575 (which amount may be reduced by up to approximately $1,070,575 subject to Additional Financing (as defined below) being raised prior to Closing). In respect of its Subscription Agreement described in (iv) and (v) in the foregoing, the Perceptive PIPE Investor will be issued approximately 5,012,817 shares of New Adagio Common Stock and approximately 4,088,470 Base Warrants. As provided for in the Subscription Agreements, the number of shares of New Adagio Common Stock and Base Warrants issuable to the PIPE Investors will depend on the redemption value of the Class A ordinary shares at Closing, the average per share price of the Class A ordinary shares purchased by certain PIPE Investors in the open market and the amount of interest on the Bridge Financing Notes that will have accrued and be unpaid at Closing and be contributed to ListCo in exchange for shares of New Adagio Common Stock and PIPE Warrants. Further, under the Subscription Agreement executed by the Perceptive PIPE Investor, as amended, the Perceptive PIPE Investor may subject Additional Convertible Notes to its Subscription Agreement, which will result in the issuance of additional shares of New Adagio Common Stock and PIPE Warrants at the same issuance rate at which shares of New Adagio Common Stock and PIPE Warrants will be issued to the Perceptive PIPE Investor based on the contribution of the existing $26,000,000 of Bridge Financing Notes to ListCo (including any interest that has been accruing and will remain unpaid thereon prior to Closing), as described in the foregoing. Such New Adagio Common Stock and PIPE Warrant issuance rate for Additional Convertible Notes that the Perceptive PIPE Investor may subject to its Subscription Agreement is equal to approximately 0.12 shares of New Adagio Common Stock and 0.12 PIPE Warrants per U.S. Dollar loaned by the Perceptive PIPE Investor to Adagio under an Additional Convertible Note. The shares of New Adagio Common Stock and PIPE Warrants to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. ListCo will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination. Convertible Security Financing (Private Placement) In connection with the execution of the Business Combination Agreement, certain investors, including the Perceptive PIPE Investor (the “Convert Investors”), executed a securities purchase agreement, dated February 13, 2024, with the Company (such agreement and any assignment agreement thereunder in connection with any Additional Financing, the “Convertible Security Subscription Agreement”), pursuant to which the Company issued on the Closing Date to the Convert Investors $20,000,000 aggregate principal amount of 13% senior secured convertible notes (the “New Adagio Convertible Notes”), which will be convertible into shares of New Adagio Common Stock at a conversion price of $10.00 per share, subject to adjustment (the “Conversion Shares”), and 1,500,000 warrants (the “Convert Warrants”), which will be exercisable on a cashless basis or for cash at a price of $24.00 per share, subject to adjustment (the “Base Convert Financing”), and will expire on the seventh anniversary of the Closing. Such $20,000,000 investment in New Adagio Convertible Notes includes the conversion of the 2024 Bridge Financing Notes (as defined below) into New Adagio Convertible Notes and Convert Warrants at Closing, subject in each case to Additional Financing being raised prior to Closing, as further described below. The New Adagio Convertible Notes will have a maturity of 3 years and nine months after Closing and interest will be payable in cash or compound as additional principal outstanding. As described above, in connection with the execution of the Convertible Security Subscription Agreement, the Perceptive PIPE Investor also purchased a $7,000,000 convertible promissory note of Adagio (the “2024 Bridge Financing Notes”) pursuant to a note purchase agreement, dated February 13, 2024, by and among the Perceptive PIPE Investor, Adagio and the Company (the “2024 Bridge Financing Notes Subscription Agreement”). On the Closing Date, pursuant to the terms of the 2024 Bridge Financing Notes and the 2024 Bridge Financing Note Subscription Agreement, the 2024 Bridge Financing Notes will convert into $7,000,000 of New Adagio Convertible Notes and 525,000 Convert Warrants on the same terms as the other Convert Investors executing the Convertible Security Subscription Agreement (the conversion of the 2024 Bridge Financing Notes held by the Perceptive PIPE Investor into New Adagio Convertible Notes and Convert Warrants and the purchase of New Adagio Convertible Notes and Convert Warrants by the other Convert Investors in the Base Convert Financing, the “Convertible Security Financing”). Subject to the Parent and New Adagio receiving any new financing or commitment for financing (any such financing, an “Additional Financing”), whether in the form of equity, debt or convertible debt, before the Closing Date, the Perceptive PIPE Investor may request that, on the Closing Date, the 2024 Bridge Financing Note is repaid with the funds raised in connection with such Additional Financing instead of such 2024 Bridge Financing Note converting into New Adagio Convertible Notes and Convert Warrants. The New Adagio Convertible Notes and the Convert Warrants issuable in connection with the Convertible Security Financing have not been registered under the Securities Act and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. The Company will grant the Convert Investors certain registration rights in connection with the Convertible Security Financing. The Convertible Security Financing is contingent upon, among other things, the substantially concurrent Closing. As set forth in the Convertible security Subscription Agreement, the closing of $7,500,000 of financing by a Convert Investor is conditioned on New Adagio having a certain amount of available cash on the Closing Date. Pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, the Company, certain of its subsidiaries (other than Adagio Medical GmbH, a company organized under the laws of Germany and an excluded subsidiary thereunder) (the “Subsidiaries”) and the collateral agent (the “Collateral Agent”) on behalf of the Convert Investors, will enter into a security and pledge agreement (the “Convert Security Document”), pursuant to which the Company and the Subsidiaries will (i) pledge the equity interests in the Subsidiaries to the Collateral Agent, (ii) pledge all of their respective promissory notes, securities and other instruments evidencing indebtedness to the Collateral Agent, and (iii) grant to the Collateral Agent a security interest in and lien on all of their respective personal property and assets, including, among other items, all of their deposit accounts, chattel paper, documents, equipment, general intangibles, instruments and inventory, and all proceeds therefrom, in each case subject to customary exceptions, all as set forth in the form of the Convert Security Document. Additionally, pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, the Subsidiaries will deliver a guaranty (the “Convert Guaranty”) to the Collateral Agent pursuant to which the Subsidiaries will, jointly and severally, guarantee the Company’s obligation to repay the New Adagio Convertible Notes and all other obligations of the Company under the Convertible Security Subscription Agreement and the New Adagio Convertible Notes and other related transaction documents, as set forth in the form of the Convert Guaranty. Any additional subsidiaries of the Company formed or acquired after the closing date will be required to join the Convert Guaranty as additional guarantors. Convert Registration Rights Agreement The Conversion Shares, the Convert Warrants, the Convert Warrant Shares, the New Adagio Convertible Notes and any capital stock of the Company issued or issuable with respect to the Conversion Shares, have not been registered under the Securities Act. In connection with the Convertible Security Subscription Agreement, the Company and the Convert Investors agreed to enter into a Registration Rights Agreement (the “Convert Registration Rights Agreement”), pursuant to which the Company will be required to file a registration statement on Form S-3 or, if not available, Form S-1 (the “Convert Registration Statement”) with the SEC to register for resale all of the Registrable Securities (as defined in the Convert Registration Rights Agreement), including the Conversion Shares, the Convert Warrant Shares and any shares issuable with respect to the New Adagio Convertible Notes, as soon as practicable, but in no event later than 45 days after the Closing Date. In the event that the number of shares registered for resale under the Convert Registration Statement is insufficient to cover all of the Registrable Securities, the Company will amend the Registration Statement or file with the SEC a new registration statement to cover at least the Required Registration Amount (as defined in the Convert Registration Rights Agreement) as of the trading day immediately preceding the date of the filing of such amendment or new registration statement, as soon as practicable, but in any event not later than 15 days after the necessity therefor arises. If the Company fails to file the Convert Registration Statement when required, fails to obtain effectiveness by SEC when required or fails to maintain the effectiveness of the Convert Registration Statement pursuant to the Convert Registration Rights Agreement, then as partial relief for the damages to any holder by reason of any such delay in or reduction of, its ability to sell the underlying shares of New Adagio Common Stock, the Company will be required to pay each holder of Registrable Securities relating to such Convert Registration Statement an amount equal to one percent of such Convert Investor’s original principal amount according to the timelines laid out in the Convert Registration Rights Agreement. The Convert Registration Rights Agreement also provides the parties with “piggy-back” registration rights, subject to certain requirements and customary conditions. Investor Rights Agreement Concurrently with the execution of the Business Combination Agreement, the Company, the Parent, the Perceptive PIPE Investor, the Sponsor and the other shareholders of Class B ordinary shares (the “Other Class B Shareholders”) and certain Adagio stockholders entered into an investor rights agreement (the “Investor Rights Agreement”) pursuant to which, among other things, the Perceptive PIPE Investor, the Sponsor, the Other Class B Shareholders, certain Adagio stockholders and investors in the Convertible Security Financing will be granted certain customary registration rights. Further, subject to customary exceptions set forth in the Investor Rights Agreement, the shares of New Adagio Common Stock beneficially owned or owned of record by the Sponsor, the Perceptive PIPE Investor, certain officers and directors of the Parent and New Adagio (including any shares of New Adagio Common Stock issued pursuant to the Business Combination Agreement or the PIPE Financing) will be subject to a lock-up period beginning on the Closing Date until the date that is the earlier of (i) 365 days following the Closing Date (or six months after the Closing Date, in the case of Olav Bergheim, John Dahldorf, Hakon Bergheim, Todd Wider, Michael Henderson and Leslie Trigg) or (ii) the first date subsequent to the Closing Date with respect to which the closing price of the shares of New Adagio Common Stock equals or exceeds $12.00 per share for any 20 30 150 days Pursuant to the terms of the Investor Rights Agreement, the Company will be obligated to file a registration statement to register the resale of certain shares of New Adagio Common Stock within 45 days after the Closing, and the Company is required at all times to maintain the effectiveness of such resale registration statement for the benefit of the holders party to the agreement. In addition, pursuant to the terms of the Investor Rights Agreement and subject to certain requirements and customary conditions, the certain Adagio stockholders, the Perceptive PIPE Investor and the Sponsor (including the Permitted Transferees (as defined therein) of the Perceptive PIPE Investor and the Sponsor) may demand at any time or from time to time, that the Company file a registration statement on Form S-3 (or on Form S-1 if Form S-3 is not available) to register the securities of the Company held by such holders. The Investor Rights Agreement will also provide holders party thereto with “piggy-back” registration rights, subject to certain requirements and customary conditions. The Registration and Shareholder Rights Agreement, dated March 2, 2021, by and among the Parent, the Sponsor and the other parties thereto will be terminated in connection with the consummation of the Business Combination and replaced by the Investor Rights Agreement. | Note 6 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the financial statements were issued and has concluded that, other than the event described below, all such events that would require recognition or disclosure have been recognized or disclosed. On July 31, 2024, Adagio announced the closing of its previously announced Business Combination with the Parent and the Company. In connection with the closing of the Business Combination, the Company changed its name to “Adagio Medical Holdings, Inc.” The common stock of New Adagio began trading on August 1, 2024, under the symbols ADGM on the Nasdaq Capital Market. Upon the consummation of the Business Combination, Adagio and the Parent became the direct wholly owned subsidiaries of the Company (see Note 4). |
Summary of Significant Accou_30
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2024 | |
Summary of Significant Accounting Policies | ||
Basis of Presentation | Basis of Presentation The financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). | Basis of Presentation The financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2024 and December 31, 2023, the carrying values of accounts payable due to related party approximate their fair values due to the short-term nature of the instruments. | |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and immaterial amounts were accrued for the payment of penalties for the period from December 19, 2023 to December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2024. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and immaterial amounts were accrued for the payment of penalties for the years ended June 30, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net (Loss) Income per Ordinary Share | Net Loss Per Common Stock Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. At December 31, 2023 the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then shares in the earnings of the Company. As a result, diluted loss per common stock is the same as basic loss per common stock for the period presented. | Net (Loss) Per Common Stock Net (loss) per common share is computed by dividing net (loss) by the weighted average number of common shares outstanding for the periods. |
Recent Accounting Standards | Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. | Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. |
Fair Value Measurements (Tabl_5
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Measurements | |
Schedule of assumptions used in estimating fair value of convertible promissory notes and common stock warrant liabilities | To determine the fair value of the New Adagio Common Stock on inception, the Company used the following Level 3 inputs: February 13, 2024 Base Share Price $ 10.00 Adjusted per Share (1.2X Purchase Price Ratio) $ 8.33 Adjusted Share price $ 7.00 Probability of Closing 75.00 % Estimated fair value per Share at Closing $ 5.25 To determine the fair value of the PIPE Warrants on inception, the Company used the following Level 3 inputs: February 13, 2024 Base Share Price $ 7.00 Strike price, as defined in Subscription Agreement $ 10.00 Term (Months) 12.00 Average volatility rate 70.00 % Probability of Closing 75.00 % Estimated expected Warrant price $ 1.21 Estimated fair value per Warrant at Closing (1.2x Coverage Ratio) $ 1.45 |
Non-Redemption Subscription Agreement | |
Fair Value Measurements | |
Schedule of assumptions used in estimating fair value of convertible promissory notes and common stock warrant liabilities | To determine the fair value of the Non-Redeeming Subscription Agreement Shares on inception, the Company used the following Level 3 inputs: June 21, 2024 Base Share Price $ 10.00 Adjusted per Share (1.2X Purchase Price Ratio) $ 8.33 Adjusted Share price $ 7.08 Probability of Closing 95.00 % Estimated fair value per Share at Closing $ 6.73 To determine the fair value of the Non-Redeeming Subscription Agreement Warrants on inception, the Company used the following Level 3 inputs: June 21, 2024 Base Share Price $ 10.00 Strike price, as defined in Subscription Agreement $ 10.00 Term (Months) 12.00 Average volatility rate 70.00 Probability of Closing 95.00 % Estimated expected Warrant price $ 1.25 Estimated fair value per Warrant at Closing (1.2x Coverage Ratio) $ 1.19 |
Summary of Significant Accou_31
Summary of Significant Accounting Policies - Income Taxes (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Summary of Significant Accounting Policies | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Amount accrued for payment of interest | $ 0 | $ 0 |
Stockholder's Deficit (Details)
Stockholder's Deficit (Details) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Stockholder's Deficit | ||
Common stock, shares authorized | 1,000 | 1,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 1 | 1 |
Common shares outstanding | 1 | 1 |
Commitments and Contingencie_12
Commitments and Contingencies - Business Combination Agreement (Details) - USD ($) | Feb. 13, 2024 | Jun. 30, 2024 | Jun. 25, 2024 | Dec. 31, 2023 |
Commitments and Contingencies | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Key employee incentive plan numerator percent for quotient | 15% | |||
Key employee incentive plan denominator percent for quotient | 35% | |||
Incentive equity plan maximum amount numerator percent for quotient | 20% | |||
Incentive equity plan maximum amount, denominator percent for quotient | 35% | |||
Aggregate HoldCo share reserve, denominator percent for quotient | 65% | |||
Adagio | ||||
Commitments and Contingencies | ||||
Common stock, par value (in dollars per share) | $ 0.01 | |||
Preferred stock, par value | $ 0.001 | |||
Consideration for automatically canceled and extinguished equity awards | $ 0 | |||
Class A common stock | the Parent | ||||
Commitments and Contingencies | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Parent | Class B common stock | ||||
Commitments and Contingencies | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Parent | Class B common stock | Sponsor | ||||
Commitments and Contingencies | ||||
Number of shares will be forfeited by sponsor | 1,000,000 | |||
Proposed Adagio Business Combination | ||||
Commitments and Contingencies | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Number of shares in exchange for each share in conversion | 1 | |||
Proposed Adagio Business Combination | Sponsor | ||||
Commitments and Contingencies | ||||
Number of shares issuable to sponsor | 1,147,500 | |||
Stock trigger price | $ 24 | |||
Threshold trading days | 20 days | |||
Threshold consecutive trading days | 30 days |
Commitments and Contingencie_13
Commitments and Contingencies - PIPE Financing (Details) - USD ($) | Jul. 31, 2024 | Jul. 30, 2024 | Jun. 18, 2024 | Dec. 31, 2023 | Jun. 30, 2024 |
Commitments and Contingencies | |||||
Number of stock issued | 1 | ||||
New Adagio | Subsequent events | |||||
Commitments and Contingencies | |||||
Number of shares issuable in exchange for investment | 1,706,666 | ||||
Number of base warrants issuable in exchange for investment | 1,440,000 | ||||
Number of shares for each dollar loaned | 0.12 | ||||
Number of warrants for each dollar loaned | 0.12 | ||||
PIPE Investors | |||||
Commitments and Contingencies | |||||
Financing amount | $ 64,500,000 | ||||
Share Price | $ 10 | ||||
Number of shares agreed not to redeem | 76,681 | ||||
Value of convertible notes purchased | $ 15,900,000 | ||||
Additional cash investment by investor | $ 1,070,575 | ||||
Exercise price | $ 0.01 | ||||
PIPE Investors | Subsequent events | |||||
Commitments and Contingencies | |||||
Financing amount | $ 12,000,000 | ||||
Additional cash investment by investor | 8,070,575 | ||||
Maximum amount of reduction in additional cash investment by investor | 1,070,575 | ||||
PIPE Investors | Bridge Financing Notes | |||||
Commitments and Contingencies | |||||
Commitment to purchase value of shares | 29,500,000 | ||||
Certain investors | New Adagio | Subsequent events | |||||
Commitments and Contingencies | |||||
Commitment to purchase value of shares | $ 2,500,000 | ||||
Fair value of committed shares based on redemption price | $ 2,529,830 | ||||
Redemption price per share | $ 11.47 | ||||
Number of shares issuable based on redemption value | 355,459 | ||||
Number of warrants exercisable | 299,904 | ||||
Share Price | $ 10 | ||||
Perceptive PIPE Investor | Subsequent events | |||||
Commitments and Contingencies | |||||
Financing amount | $ 53,000,000 | ||||
Value of new stock issued during the period | $ 15,875,568 | $ 8,070,575 | |||
Number of stock issued | 936,600 | ||||
Perceptive PIPE Investor | New Adagio | Subsequent events | |||||
Commitments and Contingencies | |||||
Number of shares issuable in exchange for investment | 5,012,817 | ||||
Number of base warrants issuable in exchange for investment | 4,088,470 | ||||
ARYA | Certain investors | New Adagio | Subsequent events | |||||
Commitments and Contingencies | |||||
Number of shares issuable based on redemption value | 403,114 | ||||
Number of base warrants issuable based on redemption value | 341,098 | ||||
ARYA | Class A common stock | Subsequent events | |||||
Commitments and Contingencies | |||||
Number of shares agreed not to redeem | 247,700 | ||||
ARYA | Class A common stock | Certain investors | Subsequent events | |||||
Commitments and Contingencies | |||||
Fair value of committed shares based on redemption price | $ 2,842,454 | ||||
Redemption price per share | $ 11.47 | ||||
Adagio | Perceptive PIPE Investor | Bridge Financing Notes | Subsequent events | |||||
Commitments and Contingencies | |||||
Value of convertible notes purchased | $ 26,000,000 |
Commitments and Contingencie_14
Commitments and Contingencies - Convertible Security Financing (Details) - USD ($) | Feb. 13, 2024 | Jun. 30, 2024 | Dec. 31, 2023 |
Commitments and Contingencies | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Cash price per share | 24 | ||
Debt term | 3 years 9 months | ||
New Adagio Convertible Notes | |||
Commitments and Contingencies | |||
Financing amount | $ 20,000,000 | ||
Interest rate | 13% | ||
Conversion price | $ 10 | ||
Conversion of financing commitment contingent upon available cash | $ 7,500,000 | ||
Bridge Financing Notes | |||
Commitments and Contingencies | |||
Financing amount | $ 3,000,000 | ||
Number of warrants of non-redeeming subscription agreement | 225,000 | ||
Amount agreed to spend under the long-term purchase | $ 2,000,000 | ||
Non-Redemption Subscription Agreement | |||
Commitments and Contingencies | |||
Common stock, par value (in dollars per share) | $ 0.0001 | ||
Perceptive PIPE Investor | |||
Commitments and Contingencies | |||
Convertible promissory note | $ 7,000,000 | ||
Perceptive PIPE Investor | New Adagio Convertible Notes | |||
Commitments and Contingencies | |||
Number of warrants on conversion | 525,000 | ||
Convertible promissory note | $ 7,000,000 | ||
Convertible security financing | |||
Commitments and Contingencies | |||
Number of warrants on conversion | 1,500,000 |
Commitments and Contingencie_15
Commitments and Contingencies - Consummation of Business Combination (Details) - New Adagio - Subsequent events $ in Millions | Jul. 31, 2024 USD ($) |
Related Party Transaction [Line Items] | |
Proceeds from financing | $ 84.2 |
Concurrent equity and warrant private placement bridge financing | |
Related Party Transaction [Line Items] | |
Proceeds from financing | 29.5 |
Concurrent convertible security bridge financing | |
Related Party Transaction [Line Items] | |
Proceeds from financing | $ 7 |
Fair Value Measurements - Measu
Fair Value Measurements - Measurement Inputs New Adagio Common Stock and Non-Redeeming Subscription Agreement Shares (Details) - Level 3 | Jun. 21, 2024 $ / shares | Feb. 13, 2024 $ / shares |
Base Share Price | ||
Fair Value Measurements | ||
Own equity measurement input | 10 | |
Base Share Price | Non-Redemption Subscription Agreement | ||
Fair Value Measurements | ||
Own equity measurement input | 10 | |
Adjusted per Share | ||
Fair Value Measurements | ||
Own equity measurement input | 8.33 | |
Multiplying factor of purchase price for adjusted price per share | 1.2 | |
Adjusted per Share | Non-Redemption Subscription Agreement | ||
Fair Value Measurements | ||
Own equity measurement input | 8.33 | |
Multiplying factor of purchase price for adjusted price per share | 1.2 | |
Adjusted Share price | ||
Fair Value Measurements | ||
Own equity measurement input | 7 | |
Adjusted Share price | Non-Redemption Subscription Agreement | ||
Fair Value Measurements | ||
Own equity measurement input | 7.08 | |
Probability of Closing | ||
Fair Value Measurements | ||
Own equity measurement input | 0.7500 | |
Probability of Closing | Non-Redemption Subscription Agreement | ||
Fair Value Measurements | ||
Own equity measurement input | 0.9500 | |
Estimated fair value per Share at Closing | ||
Fair Value Measurements | ||
Own equity measurement input | 5.25 | |
Estimated fair value per Share at Closing | Non-Redemption Subscription Agreement | ||
Fair Value Measurements | ||
Own equity measurement input | 6.73 |
Fair Value Measurements - Mea_2
Fair Value Measurements - Measurement Inputs New PIPE and Non-Redeeming Subscription Agreement Warrants (Details) - Level 3 | Jun. 21, 2024 $ / shares M | Feb. 13, 2024 $ / shares M |
Base Share Price | ||
Fair Value Measurements | ||
Warrants, Measurement Input | 7 | |
Base Share Price | Non-Redemption Subscription Agreement | ||
Fair Value Measurements | ||
Warrants, Measurement Input | 10 | |
Strike price, as defined in Subscription Agreement | ||
Fair Value Measurements | ||
Warrants, Measurement Input | 10 | |
Strike price, as defined in Subscription Agreement | Non-Redemption Subscription Agreement | ||
Fair Value Measurements | ||
Warrants, Measurement Input | 10 | |
Expected Term (years) | ||
Fair Value Measurements | ||
Warrants, Measurement Input | M | 12 | |
Expected Term (years) | Non-Redemption Subscription Agreement | ||
Fair Value Measurements | ||
Warrants, Measurement Input | M | 12 | |
Volatility | ||
Fair Value Measurements | ||
Warrants, Measurement Input | 0.7000 | |
Volatility | Non-Redemption Subscription Agreement | ||
Fair Value Measurements | ||
Warrants, Measurement Input | 0.7000 | |
Probability of Closing | ||
Fair Value Measurements | ||
Warrants, Measurement Input | 0.7500 | |
Probability of Closing | Non-Redemption Subscription Agreement | ||
Fair Value Measurements | ||
Warrants, Measurement Input | 0.9500 | |
Estimated expected Warrant price | ||
Fair Value Measurements | ||
Warrants, Measurement Input | 1.21 | |
Estimated expected Warrant price | Non-Redemption Subscription Agreement | ||
Fair Value Measurements | ||
Warrants, Measurement Input | 1.25 | |
Estimated fair value per Warrant at Closing | ||
Fair Value Measurements | ||
Warrants, Measurement Input | 1.45 | |
Multiplying factor of coverage ratio for estimated fair value per warrant | 1.2 | |
Estimated fair value per Warrant at Closing | Non-Redemption Subscription Agreement | ||
Fair Value Measurements | ||
Warrants, Measurement Input | 1.19 | |
Multiplying factor of coverage ratio for estimated fair value per warrant | 1.2 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Fair Value Measurements | ||
Estimated number of new Adagio common stock shares issuable | 219,877 | |
Non-Redemption Subscription Agreement expense | $ 2,134,199 | |
Additional Paid in Capital | $ 2,134,199 | $ 0 |
PIPE Investors | ||
Fair Value Measurements | ||
Estimated number of base warrants issuable | 183,493 | |
Number of shares agreed not to redeem | 76,681 | |
Number of warrants of non-redeeming subscription agreement | 166,160 |
BALANCE SHEET_2
BALANCE SHEET - USD ($) | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 |
Assets | |||
Total Assets | |||
Liabilties | |||
Accrued expenses | 5,000 | 5,000 | |
Total liabilities | 5,000 | 5,000 | |
Shareholders' Deficit: | |||
Common Stock, Value, Issued | 0 | 0 | |
Accumulated deficit | (2,139,199) | (5,000) | |
Total stockholders' deficit | (5,000) | $ (5,000) | (5,000) |
Total liabilities, convertible preferred stock, and stockholders' deficit | $ 0 | $ 0 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Condensed Consolidated Balance Sheets | ||
Ordinary shares | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 1,000 | 1,000 |
Ordinary shares, shares issued (in shares) | 1 | 1 |
Common stock, shares outstanding | 1 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | |
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS | ||||
General and administrative expenses | $ 5,000 | |||
Loss from operations | (5,000) | |||
Open Market Subscription Agreement expense | $ (713,794) | $ (2,134,199) | ||
Net loss | $ (5,000) | $ (713,794) | $ (1,420,405) | $ (2,134,199) |
Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders - basic (in shares) | 1 | 1 | 1 | |
Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders - diluted (in shares) | 1 | 1 | 1 | |
Net loss per share attributable to common stockholders - basic (in dollars per share) | $ (5,000) | $ (713,794) | $ (2,134,199) | |
Net loss per share attributable to common stockholders - diluted (in dollars per share) | $ (5,000) | $ (713,794) | $ (2,134,199) |
STATEMENT OF CHANGES IN STOCK_2
STATEMENT OF CHANGES IN STOCKHOLDER'S DEFICIT - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Ending Balance at Dec. 31, 2023 | $ 0 | $ 0 | $ (5,000) | $ (5,000) |
Ending Balance (in shares) at Dec. 31, 2023 | 1 | 1 | ||
Beginning Balance at Dec. 18, 2023 | $ 0 | 0 | ||
Issuance of one share of Common Stock | $ 0 | 0 | ||
Number of stock issued | 1 | 1 | ||
Net loss | $ 0 | 0 | (5,000) | $ (5,000) |
Ending Balance at Dec. 31, 2023 | $ 0 | 0 | (5,000) | $ (5,000) |
Ending Balance (in shares) at Dec. 31, 2023 | 1 | 1 | ||
Open Market Subscription Agreement expense | (1,420,405) | $ (1,420,405) | ||
Net loss | (1,420,405) | (1,420,405) | ||
Ending Balance at Mar. 31, 2024 | 1,420,405 | (1,425,405) | (5,000) | |
Ending Balance (in shares) at Mar. 31, 2024 | 1 | |||
Beginning Balance at Dec. 31, 2023 | $ 0 | 0 | (5,000) | $ (5,000) |
Beginning Balance (in shares) at Dec. 31, 2023 | 1 | 1 | ||
Net loss | $ (2,134,199) | |||
Ending Balance at Jun. 30, 2024 | 2,134,199 | (2,139,199) | $ (5,000) | |
Ending Balance (in shares) at Jun. 30, 2024 | 1 | 1 | ||
Beginning Balance at Mar. 31, 2024 | 1,420,405 | (1,425,405) | $ (5,000) | |
Beginning Balance (in shares) at Mar. 31, 2024 | 1 | |||
Open Market Subscription Agreement expense | (713,794) | (713,794) | ||
Net loss | (713,794) | (713,794) | ||
Ending Balance at Jun. 30, 2024 | $ 2,134,199 | $ (2,139,199) | $ (5,000) | |
Ending Balance (in shares) at Jun. 30, 2024 | 1 | 1 |
STATEMENT OF CHANGES IN STOCK_3
STATEMENT OF CHANGES IN STOCKHOLDER'S DEFICIT (Parenthetical) | Dec. 31, 2023 shares |
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit | |
Number of stock issued | 1 |
STATEMENT OF CASH FLOWS_2
STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2024 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (5,000) | $ (2,134,199) | |
Adjustments to reconcile net income to net cash used in operating activities: | |||
Open Market Subscription Agreement expense | $ 713,794 | 2,134,199 | |
Accrued liabilities | 5,000 | ||
Net cash used in operating activities | 0 | ||
Increase / (Decrease) in cash and cash equivalents | 0 | 0 | |
Cash and cash equivalents, beginning of period | 0 | 0 | |
Cash and cash equivalents, end of period | $ 0 | $ 0 | $ 0 |
Description of Organization a_8
Description of Organization and Business Operations | 6 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2024 | |
Organization and Description of Business | ||
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Aja HoldCo, Inc. (the “Company”) is a Delaware corporation, formed by Arya Sciences Acquisition Corp IV (the “Parent”) on December 19, 2023 (inception). The Company has adopted a fiscal year-end of December 31. The Company was formed to be the surviving company in connection with a contemplated business combination between the Parent and Adagio (as defined below) (see Note 3). The Company has no prior operating activities. Going Concern The Parent has until July 2, 2024 to complete its initial business combination (or up to March 2, 2025 if all additional monthly extensions are exercised by ARYA Sciences Holdings IV (the “Sponsor”) and subsequently approved by the board of directors of the Parent pursuant to Parent’s amended and restated memorandum and articles of association, as amended). If the Parent is unable to complete the initial business combination by July 2, 2024 (or up to March 2, 2025 if all additional monthly extensions are exercised by the Sponsor and subsequently approved by the board of directors of the Parent), the Parent must cease all operations and dissolve and liquidate under Cayman Islands law. The financial statements have been prepared assuming that the Company will continue as a going concern. If the Parent is unable to raise additional funds to alleviate liquidity needs as well as complete a business combination by July 2, 2024 (or up to March 2, 2025 if all additional monthly extensions are exercised by the Sponsor and subsequently approved by the board of directors of the Parent), then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. | Note 1 — Description of Organization and Business Operations Aja HoldCo, Inc. (the “Company” or “ListCo”) is a Delaware corporation, formed by Arya Sciences Acquisition Corp IV (the “Parent”) on December 19, 2023 (inception). The Company has adopted a fiscal year end of December 31. The Company has no prior operating activities. On July 31, 2024, Adagio Medical, Inc. (“Adagio Medical”)announced the closing of its previously announced business combination (the “Business Combination”) with the Parent and the Company. In connection with the closing of the Business Comabination, the Company changed its name to “Adagio Medical Holdings, Inc.” (see Note 4). Going Concern On July 31, 2024, the Company announced the closing of its previously announced Business Combination with the Company and Adagio Medical (see Note 4). As of July 31, 2024, substantial doubt about the Company’s ability to continue as a going concern was alleviated due to the closing of the Business Combination. |
Summary of Significant Accou_32
Summary of Significant Accounting Policies | 6 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2024 | |
Summary of Significant Accounting Policies | ||
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and immaterial amounts were accrued for the payment of penalties for the period from December 19, 2023 to December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Loss Per Common Stock Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. At December 31, 2023 the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then shares in the earnings of the Company. As a result, diluted loss per common stock is the same as basic loss per common stock for the period presented. Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2024 and December 31, 2023, the carrying values of accounts payable due to related party approximate their fair values due to the short-term nature of the instruments. Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2024. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and immaterial amounts were accrued for the payment of penalties for the years ended June 30, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net (Loss) Per Common Stock Net (loss) per common share is computed by dividing net (loss) by the weighted average number of common shares outstanding for the periods. Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. |
Stockholder's Deficit_2
Stockholder's Deficit | 6 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2024 | |
Stockholder's Deficit | ||
Stockholder's Deficit | Note 3 — Stockholder’s Deficit Common Stock | Note 3 — Stockholder’s Deficit Common Stock |
Subsequent Events_2_3_4_5_6
Subsequent Events | 6 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2024 | |
Subsequent Events | ||
Subsequent Events | Note 4 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to June 25, 2024, the financial statements were available to be issued and has concluded that, other than the events described below, all such events that would require recognition or disclosure have been recognized or disclosed. Business Combination Agreement On February 13, 2024, the Parent, the Company, Aja Merger Sub 1, a Cayman Islands exempted company (“ARYA Merger Sub”), Aja Merger Sub 2, Inc., a Delaware corporation (“Adagio Merger Sub”), and Adagio Medical, Inc. (“Adagio”) entered into a business combination agreement (the “Business Combination Agreement”), in connection with a proposed business combination (the “Proposed Adagio Business Combination”), which contains certain customary representations, warranties, and covenants by the parties thereto. As further described in the Business Combination Agreement, the closing of the Proposed Adagio Business Combination (the “Closing” and the date on which the Closing occurs, the “Closing Date”) is subject to certain customary conditions and risks. “New Adagio” refers to the Company after giving effect to the Business Combination. The Business Combination Agreement provides, among other things, for the consummation of the following transactions: 1. ARYA Merger Sub will merge with and into the Parent (the “ARYA Merger”) and Adagio Merger Sub will merge with and into Adagio (the “Adagio Merger” and, together with the ARYA Merger, the “Mergers”), with the Parent and Adagio surviving the Mergers and, after giving effect to such Mergers, each of the Parent and Adagio becoming a wholly owned subsidiary of the Company, on the terms and subject to the conditions in the Business Combination Agreement; 2. (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share, of the Parent (the “Class A ordinary shares”) will be automatically cancelled, extinguished and converted into the right to receive one share of common stock, par value $0.0001 per share, of New Adagio (the “New Adagio Common Stock”) and (ii) each issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Parent (the “Class B ordinary shares”) will be automatically cancelled, extinguished and converted into the right to receive one share of New Adagio Common Stock, other than 1,000,000 Class B ordinary shares that will be forfeited by the Sponsor and issued to PIPE Investors (as defined below), including Perceptive Life Sciences Master Fund, Ltd, a Cayman Islands exempted company (the “Perceptive PIPE Investor”). 1,147,500 shares of New Adagio Common Stock issuable to the Sponsor will be subject to share trigger price vesting and will vest if, prior to the tenth anniversary of the Closing, the post-closing share price of New Adagio equals or exceeds $24.00 per share for any 20 trading days within any 30 trading day period (the “Share Trigger Price Vesting”); 3. (i) each warrant of Adagio (other than the pre-funded warrant to purchase shares of Series E Preferred Stock of Adagio that is issued and outstanding immediately prior to the consummation of the Adagio Merger (the “Pre-Funded Warrants for Series E Preferred Shares”)) will be either (x) terminated, or (y) “net” exercised in exchange for shares of common stock, par value $0.01 per share, of Adagio (“Adagio Common Stock”); (ii) all issued and outstanding unsecured convertible promissory notes of Adagio (excluding the Bridge Financing Notes (as defined below) and the 2024 Bridge Financing Notes (as defined below)) (the “Adagio Convertible Notes”), including any accrued and unpaid interest thereon, will be automatically and fully converted into shares of Adagio Common Stock in accordance with the terms of such Adagio Convertible Notes and such Adagio Convertible Notes will be cancelled, satisfied, extinguished, discharged and retired in connection with such conversion (the “Adagio Convertible Notes Conversion”); (iii) each share of preferred stock, par value $0.001 per share, of Adagio (the “Adagio Preferred Stock”) that is issued and outstanding will be automatically converted into shares of Adagio Common Stock and each such share of Adagio Preferred Stock will be cancelled; (iv) all issued and outstanding shares of Adagio Common Stock (other than treasury shares and shares with respect to which appraisal rights under the Delaware General Corporation Law, as amended, are properly exercised and not withdrawn) will be automatically cancelled, extinguished and converted into the right to receive shares of New Adagio Common Stock based on the exchange ratio set forth in the Business Combination Agreement; (v) each Pre-Funded Warrant for Series E Preferred Shares that is issued and outstanding immediately prior to the consummation of the Adagio Merger shall be automatically canceled and extinguished and converted into the right to receive shares of New Adagio Common Stock based on the exchange ratio set forth in the Business Combination Agreement (vi) each issued, outstanding and unexercised option to purchase Adagio Common Stock (“Adagio Option”) that is vested as of such time or will vest in connection with, or after taking into account the effect of, the consummation of the transactions contemplated by the Business Combination Agreement with an aggregate value that exceeds the aggregate exercise price of such Adagio Option (each an “In-the-Money Adagio Option”) will be cancelled and extinguished in exchange for options to purchase shares of New Adagio Common Stock, and each issued and outstanding Adagio equity award (other than an In-the-Money Adagio Option) will automatically be cancelled and extinguished for no consideration and each holder thereof will cease to have any rights with respect thereto. On June 24, 2024, the Company and the Parent entered into the June Subscription Agreements with the June PIPE Investors (as defined below). Additionally, on June 24, 2024, the Company and the Parent entered into an amendment to the Subscription Agreement (as defined below) with the Perceptive PIPE Investor (as defined below), pursuant to which the May 2024 Notes (as defined below), any Additional Convertible Notes (as defined below) that the Perceptive PIPE Investor may elect to subject to its Subscription Agreement and any interest that has been accruing and will remain unpaid thereon prior to Closing will be contributed to the Company at Closing. For additional information, please see “ —PIPE Financing (Private Placement) On June 25, 2024, the Parent and Adagio entered into the Consent and Amendment No. 1 to the Business Combination Agreement (the “BCA Amendment”). The BCA Amendment relates to an adjustment of the pre-Closing ownership of one of the stockholders of Adagio, a change to the post-Closing name of the Company and changes to the terms of the post-Closing Key Employee Incentive Plan and HoldCo Incentive Equity Plan of the Company. PIPE Financing (Private Placement) In connection with the execution of the Business Combination Agreement, the Company and the Parent entered into Subscription Agreements (as may be amended, supplemented or otherwise modified from time to time, the “Initial Subscription Agreements”) with the Perceptive PIPE Investor and certain other investors (the “Initial Other PIPE Investors,” and, together with the Perceptive PIPE Investor, the “Initial PIPE Investors”). In June 2024, ListCo and ARYA entered into additional Subscription Agreements (as may be amended, supplemented or otherwise modified from time to time, the “June Subscription Agreements” and, together with the Initial Subscription Agreements, the “Subscription Agreements”) with certain additional investors (the “June PIPE Investors” and, together with the Initial Other PIPE Investors, the “Other PIPE Investors,“ and the Other PIPE Investors, together with the Perceptive PIPE Investor, the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors have committed financing valued at approximately $53,000,000 (the “PIPE Financing”). The PIPE Financing is comprised of: (i) commitments by certain investors to subscribe for and purchase Class A ordinary shares in the open market for $2,500,000 and not to redeem such shares prior to the Closing Date (valued as of June 18, 2024 at approximately $2,529,830 based on an approximate redemption value of $11.47 per Class A ordinary share on June 18, 2024), which will result in the issuance of approximately 355,459 shares of New Adagio Common Stock and approximately 299,904 warrants exercisable for shares of New Adagio Common Stock at $10.00 per share, subject to adjustment (the “Base Warrants”) (including the Class A ordinary shares purchased by such Other PIPE Investors and that such Other PIPE Investors agreed not to redeem and that will convert into shares of New Adagio Common Stock at Closing in connection with the Business Combination); (ii) commitments by certain investors that are shareholders of ARYA not to redeem approximately 247,700 Class A ordinary shares (valued as of June 18, 2024 at approximately $2,842,454 based on an approximate redemption value of $11.47 per Class A ordinary share on June 18, 2024), which will result in the issuance of approximately 403,114 shares of New Adagio Common Stock and approximately 341,098 Base Warrants (including the Class A ordinary shares that such Other PIPE Investors agreed not to redeem and that will convert into shares of New Adagio Common Stock at Closing in connection with the Business Combination); (iii) agreements to subscribe for and purchase at Closing approximately 1,706,666 shares of New Adagio Common Stock and approximately 1,440,000 Base Warrants for an aggregate purchase price of approximately $12,000,000; (iv) the contribution of (a) the $15,000,000 convertible promissory notes of Adagio, which the Perceptive PIPE Investor purchased from Adagio pursuant to that certain Note Purchase Agreement, dated as of April 4, 2023 (the “April 2023 Notes”), (b) the $8,000,000 convertible promissory notes of Adagio, which the Perceptive PIPE Investor purchased from Adagio pursuant to that certain Note Purchase Agreement, dated as of November 28, 2023 (the “November 2023 Notes”), (c) the $3,000,000 convertible promissory notes of Adagio, which the Perceptive PIPE Investor purchased from Adagio pursuant to that certain Note Purchase Agreement, dated as of May 21, 2024 (the “May 2024 Notes”), (d) any additional convertible promissory notes that Adagio may issue to the Perceptive PIPE Investor prior to the Closing Date to fund ongoing working capital requirements of Adagio prior to the Closing Date and that the Perceptive PIPE Investor may elect prior to the Closing Date to subject to its Subscription Agreement (such additional convertible promissory notes of Adagio, the “Additional Convertible Notes,” and, together with the April 2023 Notes, the November 2023 Notes and the May 2024 Notes, the “Bridge Financing Notes”) to the Company and any interest that has been accruing and will remain unpaid thereon prior to Closing pursuant to the terms of the Subscription Agreement executed by the Perceptive PIPE Investor; and (v) an additional cash investment by the Perceptive PIPE Investor of approximately $8,070,575 (which amount may be reduced by up to approximately $1,070,575 subject to Additional Financing (as defined below) being raised prior to Closing). In respect of its Subscription Agreement described in (iv) and (v) in the foregoing, the Perceptive PIPE Investor will be issued approximately 5,012,817 shares of New Adagio Common Stock and approximately 4,088,470 Base Warrants. As provided for in the Subscription Agreements, the number of shares of New Adagio Common Stock and Base Warrants issuable to the PIPE Investors will depend on the redemption value of the Class A ordinary shares at Closing, the average per share price of the Class A ordinary shares purchased by certain PIPE Investors in the open market and the amount of interest on the Bridge Financing Notes that will have accrued and be unpaid at Closing and be contributed to ListCo in exchange for shares of New Adagio Common Stock and PIPE Warrants. Further, under the Subscription Agreement executed by the Perceptive PIPE Investor, as amended, the Perceptive PIPE Investor may subject Additional Convertible Notes to its Subscription Agreement, which will result in the issuance of additional shares of New Adagio Common Stock and PIPE Warrants at the same issuance rate at which shares of New Adagio Common Stock and PIPE Warrants will be issued to the Perceptive PIPE Investor based on the contribution of the existing $26,000,000 of Bridge Financing Notes to ListCo (including any interest that has been accruing and will remain unpaid thereon prior to Closing), as described in the foregoing. Such New Adagio Common Stock and PIPE Warrant issuance rate for Additional Convertible Notes that the Perceptive PIPE Investor may subject to its Subscription Agreement is equal to approximately 0.12 shares of New Adagio Common Stock and 0.12 PIPE Warrants per U.S. Dollar loaned by the Perceptive PIPE Investor to Adagio under an Additional Convertible Note. The shares of New Adagio Common Stock and PIPE Warrants to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. ListCo will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination. Convertible Security Financing (Private Placement) In connection with the execution of the Business Combination Agreement, certain investors, including the Perceptive PIPE Investor (the “Convert Investors”), executed a securities purchase agreement, dated February 13, 2024, with the Company (such agreement and any assignment agreement thereunder in connection with any Additional Financing, the “Convertible Security Subscription Agreement”), pursuant to which the Company issued on the Closing Date to the Convert Investors $20,000,000 aggregate principal amount of 13% senior secured convertible notes (the “New Adagio Convertible Notes”), which will be convertible into shares of New Adagio Common Stock at a conversion price of $10.00 per share, subject to adjustment (the “Conversion Shares”), and 1,500,000 warrants (the “Convert Warrants”), which will be exercisable on a cashless basis or for cash at a price of $24.00 per share, subject to adjustment (the “Base Convert Financing”), and will expire on the seventh anniversary of the Closing. Such $20,000,000 investment in New Adagio Convertible Notes includes the conversion of the 2024 Bridge Financing Notes (as defined below) into New Adagio Convertible Notes and Convert Warrants at Closing, subject in each case to Additional Financing being raised prior to Closing, as further described below. The New Adagio Convertible Notes will have a maturity of 3 years and nine months after Closing and interest will be payable in cash or compound as additional principal outstanding. As described above, in connection with the execution of the Convertible Security Subscription Agreement, the Perceptive PIPE Investor also purchased a $7,000,000 convertible promissory note of Adagio (the “2024 Bridge Financing Notes”) pursuant to a note purchase agreement, dated February 13, 2024, by and among the Perceptive PIPE Investor, Adagio and the Company (the “2024 Bridge Financing Notes Subscription Agreement”). On the Closing Date, pursuant to the terms of the 2024 Bridge Financing Notes and the 2024 Bridge Financing Note Subscription Agreement, the 2024 Bridge Financing Notes will convert into $7,000,000 of New Adagio Convertible Notes and 525,000 Convert Warrants on the same terms as the other Convert Investors executing the Convertible Security Subscription Agreement (the conversion of the 2024 Bridge Financing Notes held by the Perceptive PIPE Investor into New Adagio Convertible Notes and Convert Warrants and the purchase of New Adagio Convertible Notes and Convert Warrants by the other Convert Investors in the Base Convert Financing, the “Convertible Security Financing”). Subject to the Parent and New Adagio receiving any new financing or commitment for financing (any such financing, an “Additional Financing”), whether in the form of equity, debt or convertible debt, before the Closing Date, the Perceptive PIPE Investor may request that, on the Closing Date, the 2024 Bridge Financing Note is repaid with the funds raised in connection with such Additional Financing instead of such 2024 Bridge Financing Note converting into New Adagio Convertible Notes and Convert Warrants. The New Adagio Convertible Notes and the Convert Warrants issuable in connection with the Convertible Security Financing have not been registered under the Securities Act and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. The Company will grant the Convert Investors certain registration rights in connection with the Convertible Security Financing. The Convertible Security Financing is contingent upon, among other things, the substantially concurrent Closing. As set forth in the Convertible security Subscription Agreement, the closing of $7,500,000 of financing by a Convert Investor is conditioned on New Adagio having a certain amount of available cash on the Closing Date. Pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, the Company, certain of its subsidiaries (other than Adagio Medical GmbH, a company organized under the laws of Germany and an excluded subsidiary thereunder) (the “Subsidiaries”) and the collateral agent (the “Collateral Agent”) on behalf of the Convert Investors, will enter into a security and pledge agreement (the “Convert Security Document”), pursuant to which the Company and the Subsidiaries will (i) pledge the equity interests in the Subsidiaries to the Collateral Agent, (ii) pledge all of their respective promissory notes, securities and other instruments evidencing indebtedness to the Collateral Agent, and (iii) grant to the Collateral Agent a security interest in and lien on all of their respective personal property and assets, including, among other items, all of their deposit accounts, chattel paper, documents, equipment, general intangibles, instruments and inventory, and all proceeds therefrom, in each case subject to customary exceptions, all as set forth in the form of the Convert Security Document. Additionally, pursuant to the terms of the Convertible Security Subscription Agreement, on the Closing Date, the Subsidiaries will deliver a guaranty (the “Convert Guaranty”) to the Collateral Agent pursuant to which the Subsidiaries will, jointly and severally, guarantee the Company’s obligation to repay the New Adagio Convertible Notes and all other obligations of the Company under the Convertible Security Subscription Agreement and the New Adagio Convertible Notes and other related transaction documents, as set forth in the form of the Convert Guaranty. Any additional subsidiaries of the Company formed or acquired after the closing date will be required to join the Convert Guaranty as additional guarantors. Convert Registration Rights Agreement The Conversion Shares, the Convert Warrants, the Convert Warrant Shares, the New Adagio Convertible Notes and any capital stock of the Company issued or issuable with respect to the Conversion Shares, have not been registered under the Securities Act. In connection with the Convertible Security Subscription Agreement, the Company and the Convert Investors agreed to enter into a Registration Rights Agreement (the “Convert Registration Rights Agreement”), pursuant to which the Company will be required to file a registration statement on Form S-3 or, if not available, Form S-1 (the “Convert Registration Statement”) with the SEC to register for resale all of the Registrable Securities (as defined in the Convert Registration Rights Agreement), including the Conversion Shares, the Convert Warrant Shares and any shares issuable with respect to the New Adagio Convertible Notes, as soon as practicable, but in no event later than 45 days after the Closing Date. In the event that the number of shares registered for resale under the Convert Registration Statement is insufficient to cover all of the Registrable Securities, the Company will amend the Registration Statement or file with the SEC a new registration statement to cover at least the Required Registration Amount (as defined in the Convert Registration Rights Agreement) as of the trading day immediately preceding the date of the filing of such amendment or new registration statement, as soon as practicable, but in any event not later than 15 days after the necessity therefor arises. If the Company fails to file the Convert Registration Statement when required, fails to obtain effectiveness by SEC when required or fails to maintain the effectiveness of the Convert Registration Statement pursuant to the Convert Registration Rights Agreement, then as partial relief for the damages to any holder by reason of any such delay in or reduction of, its ability to sell the underlying shares of New Adagio Common Stock, the Company will be required to pay each holder of Registrable Securities relating to such Convert Registration Statement an amount equal to one percent of such Convert Investor’s original principal amount according to the timelines laid out in the Convert Registration Rights Agreement. The Convert Registration Rights Agreement also provides the parties with “piggy-back” registration rights, subject to certain requirements and customary conditions. Investor Rights Agreement Concurrently with the execution of the Business Combination Agreement, the Company, the Parent, the Perceptive PIPE Investor, the Sponsor and the other shareholders of Class B ordinary shares (the “Other Class B Shareholders”) and certain Adagio stockholders entered into an investor rights agreement (the “Investor Rights Agreement”) pursuant to which, among other things, the Perceptive PIPE Investor, the Sponsor, the Other Class B Shareholders, certain Adagio stockholders and investors in the Convertible Security Financing will be granted certain customary registration rights. Further, subject to customary exceptions set forth in the Investor Rights Agreement, the shares of New Adagio Common Stock beneficially owned or owned of record by the Sponsor, the Perceptive PIPE Investor, certain officers and directors of the Parent and New Adagio (including any shares of New Adagio Common Stock issued pursuant to the Business Combination Agreement or the PIPE Financing) will be subject to a lock-up period beginning on the Closing Date until the date that is the earlier of (i) 365 days following the Closing Date (or six months after the Closing Date, in the case of Olav Bergheim, John Dahldorf, Hakon Bergheim, Todd Wider, Michael Henderson and Leslie Trigg) or (ii) the first date subsequent to the Closing Date with respect to which the closing price of the shares of New Adagio Common Stock equals or exceeds $12.00 per share for any 20 30 150 days Pursuant to the terms of the Investor Rights Agreement, the Company will be obligated to file a registration statement to register the resale of certain shares of New Adagio Common Stock within 45 days after the Closing, and the Company is required at all times to maintain the effectiveness of such resale registration statement for the benefit of the holders party to the agreement. In addition, pursuant to the terms of the Investor Rights Agreement and subject to certain requirements and customary conditions, the certain Adagio stockholders, the Perceptive PIPE Investor and the Sponsor (including the Permitted Transferees (as defined therein) of the Perceptive PIPE Investor and the Sponsor) may demand at any time or from time to time, that the Company file a registration statement on Form S-3 (or on Form S-1 if Form S-3 is not available) to register the securities of the Company held by such holders. The Investor Rights Agreement will also provide holders party thereto with “piggy-back” registration rights, subject to certain requirements and customary conditions. The Registration and Shareholder Rights Agreement, dated March 2, 2021, by and among the Parent, the Sponsor and the other parties thereto will be terminated in connection with the consummation of the Business Combination and replaced by the Investor Rights Agreement. | Note 6 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the financial statements were issued and has concluded that, other than the event described below, all such events that would require recognition or disclosure have been recognized or disclosed. On July 31, 2024, Adagio announced the closing of its previously announced Business Combination with the Parent and the Company. In connection with the closing of the Business Combination, the Company changed its name to “Adagio Medical Holdings, Inc.” The common stock of New Adagio began trading on August 1, 2024, under the symbols ADGM on the Nasdaq Capital Market. Upon the consummation of the Business Combination, Adagio and the Parent became the direct wholly owned subsidiaries of the Company (see Note 4). |
Summary of Significant Accou_33
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2024 | |
Summary of Significant Accounting Policies | ||
Basis of Presentation | Basis of Presentation The financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). | Basis of Presentation The financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and immaterial amounts were accrued for the payment of penalties for the period from December 19, 2023 to December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2024. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and immaterial amounts were accrued for the payment of penalties for the years ended June 30, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net (Loss) Income per Ordinary Share | Net Loss Per Common Stock Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. At December 31, 2023 the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then shares in the earnings of the Company. As a result, diluted loss per common stock is the same as basic loss per common stock for the period presented. | Net (Loss) Per Common Stock Net (loss) per common share is computed by dividing net (loss) by the weighted average number of common shares outstanding for the periods. |
Recent Accounting Standards | Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. | Recent Accounting Standards The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. |
Summary of Significant Accou_34
Summary of Significant Accounting Policies - Income Taxes (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Summary of Significant Accounting Policies | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Amount accrued for payment of interest | $ 0 | $ 0 |
Stockholder's Deficit (Detail_2
Stockholder's Deficit (Details) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Stockholder's Deficit | ||
Ordinary shares, shares authorized (in shares) | 1,000 | 1,000 |
Ordinary shares | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares issued (in shares) | 1 | 1 |
Common stock, shares outstanding | 1 |
Subsequent Events - Business Co
Subsequent Events - Business Combination Agreement (Details) - USD ($) | Feb. 13, 2024 | Jun. 30, 2024 | Dec. 31, 2023 |
Commitments and Contingencies | |||
Ordinary shares | $ 0.0001 | $ 0.0001 | |
Adagio | |||
Commitments and Contingencies | |||
Ordinary shares | $ 0.01 | ||
Preferred stock, par value | $ 0.001 | ||
Consideration for automatically canceled and extinguished equity awards | $ 0 | ||
Parent | Class B common stock | |||
Commitments and Contingencies | |||
Ordinary shares | $ 0.0001 | ||
Subsequent events | |||
Commitments and Contingencies | |||
Preferred stock, par value | $ 0.001 | ||
Consideration for automatically canceled and extinguished equity awards | $ 0 | ||
Subsequent events | Adagio | |||
Commitments and Contingencies | |||
Ordinary shares | $ 0.01 | ||
Subsequent events | Parent | Class A common stock | |||
Commitments and Contingencies | |||
Ordinary shares | 0.0001 | ||
Subsequent events | Parent | Class B common stock | |||
Commitments and Contingencies | |||
Ordinary shares | $ 0.0001 | ||
Number of shares will be forfeited by sponsor | 1,000,000 | ||
Proposed Adagio Business Combination | |||
Commitments and Contingencies | |||
Ordinary shares | $ 0.0001 | ||
Number of shares in exchange for each share in conversion | 1 | ||
Proposed Adagio Business Combination | Subsequent events | |||
Commitments and Contingencies | |||
Ordinary shares | $ 0.0001 | ||
Number of shares in exchange for each share in conversion | 1 | ||
Number of shares issuable to sponsor | 1,147,500 | ||
Stock trigger price | $ 24 | ||
Threshold trading days | 20 days | ||
Threshold consecutive trading days | 30 days |
Subsequent Events - PIPE Financ
Subsequent Events - PIPE Financing (Details) - USD ($) | Jun. 18, 2024 | Jun. 30, 2024 | May 21, 2024 | Nov. 28, 2023 | Apr. 04, 2023 |
New Adagio | Subsequent events | |||||
Commitments and Contingencies | |||||
Number of shares issuable in exchange for investment | 1,706,666 | ||||
Number of base warrants issuable in exchange for investment | 1,440,000 | ||||
Number of shares for each dollar loaned | 0.12 | ||||
Number of warrants for each dollar loaned | 0.12 | ||||
PIPE Investors | |||||
Commitments and Contingencies | |||||
Financing amount | $ 64,500,000 | ||||
Share Price | $ 10 | ||||
Number of shares agreed not to redeem | 76,681 | ||||
Value of convertible notes purchased | $ 15,900,000 | ||||
Additional cash investment by investor | 1,070,575 | ||||
PIPE Investors | Subsequent events | |||||
Commitments and Contingencies | |||||
Financing amount | 12,000,000 | ||||
Additional cash investment by investor | 8,070,575 | ||||
Maximum amount of reduction in additional cash investment by investor | 1,070,575 | ||||
PIPE Investors | Bridge Financing Notes | |||||
Commitments and Contingencies | |||||
Commitment to purchase value of shares | 29,500,000 | ||||
Certain investors | New Adagio | Subsequent events | |||||
Commitments and Contingencies | |||||
Commitment to purchase value of shares | $ 2,500,000 | ||||
Fair value of committed shares based on redemption price | $ 2,529,830 | ||||
Redemption price per share | $ 11.47 | ||||
Number of shares issuable based on redemption value | 355,459 | ||||
Number of warrants exercisable | 299,904 | ||||
Share Price | $ 10 | ||||
Perceptive PIPE Investor | Subsequent events | |||||
Commitments and Contingencies | |||||
Financing amount | $ 53,000,000 | ||||
Perceptive PIPE Investor | New Adagio | Subsequent events | |||||
Commitments and Contingencies | |||||
Number of shares issuable in exchange for investment | 5,012,817 | ||||
Number of base warrants issuable in exchange for investment | 4,088,470 | ||||
ARYA | Certain investors | New Adagio | Subsequent events | |||||
Commitments and Contingencies | |||||
Number of shares issuable based on redemption value | 403,114 | ||||
Number of base warrants issuable based on redemption value | 341,098 | ||||
ARYA | Class A common stock | Subsequent events | |||||
Commitments and Contingencies | |||||
Number of shares agreed not to redeem | 247,700 | ||||
ARYA | Class A common stock | Certain investors | Subsequent events | |||||
Commitments and Contingencies | |||||
Fair value of committed shares based on redemption price | $ 2,842,454 | ||||
Redemption price per share | $ 11.47 | ||||
Adagio | Perceptive PIPE Investor | Bridge Financing Notes | Subsequent events | |||||
Commitments and Contingencies | |||||
Value of convertible notes purchased | $ 26,000,000 | ||||
Adagio | Perceptive PIPE Investor | April 2023 Notes | |||||
Commitments and Contingencies | |||||
Value of convertible notes purchased | $ 15,000,000 | ||||
Adagio | Perceptive PIPE Investor | November 2023 Notes | |||||
Commitments and Contingencies | |||||
Value of convertible notes purchased | $ 8,000,000 | ||||
Adagio | Perceptive PIPE Investor | May 2024 Notes | Subsequent events | |||||
Commitments and Contingencies | |||||
Value of convertible notes purchased | $ 3,000,000 |
Subsequent Events - Convertible
Subsequent Events - Convertible Security Financing (Details) | Feb. 13, 2024 USD ($) $ / shares shares |
Commitments and Contingencies | |
Cash price per share | shares | 24 |
Debt term | 3 years 9 months |
Subsequent events | |
Commitments and Contingencies | |
Debt term | 3 years 9 months |
New Adagio Convertible Notes | |
Commitments and Contingencies | |
Financing amount | $ 20,000,000 |
Interest rate | 13% |
Conversion price | $ / shares | $ 10 |
Conversion of financing commitment contingent upon available cash | $ 7,500,000 |
New Adagio Convertible Notes | Subsequent events | |
Commitments and Contingencies | |
Financing amount | $ 20,000,000 |
Interest rate | 13% |
Conversion price | $ / shares | $ 10 |
Conversion of financing commitment contingent upon available cash | $ 7,500,000 |
Perceptive PIPE Investor | |
Commitments and Contingencies | |
Convertible promissory note | 7,000,000 |
Perceptive PIPE Investor | Subsequent events | |
Commitments and Contingencies | |
Convertible promissory note | $ 7,000,000 |
Perceptive PIPE Investor | New Adagio Convertible Notes | |
Commitments and Contingencies | |
Number of warrants on conversion | shares | 525,000 |
Convertible promissory note | $ 7,000,000 |
Perceptive PIPE Investor | New Adagio Convertible Notes | Subsequent events | |
Commitments and Contingencies | |
Number of warrants on conversion | shares | 525,000 |
Convertible promissory note | $ 7,000,000 |
Convertible security financing | |
Commitments and Contingencies | |
Number of warrants on conversion | shares | 1,500,000 |
Convertible security financing | Subsequent events | |
Commitments and Contingencies | |
Number of warrants on conversion | shares | 1,500,000 |
Subsequent Events - Convert Reg
Subsequent Events - Convert Registration Rights Agreement (Details) - New Adagio Convertible Notes - Subsequent events | Feb. 13, 2024 |
Commitments and Contingencies | |
Threshold period to file registration statement after the closing date | 45 days |
Threshold period to amend or file a new registration statement from insufficient registration amount | 15 days |
Percentage of the Original Amount Payable for Delay or Reduction in the Ability to Sell the Underlying Shares | 1% |
Subsequent Events - Investor Ri
Subsequent Events - Investor Rights Agreement (Details) - Investor Rights Agreement - Subsequent events | Feb. 13, 2024 $ / shares |
Commitments and Contingencies | |
Number of days considered for lock-up period | 365 days |
Share Price | $ 12 |
Number of trading days considered for closing price | 20 days |
Threshold trading period considered for closing price | 30 days |
Minimum number of days after the closing date considered for trading period | 150 days |
Threshold period to file registration statement after the closing date | 45 days |