SCHEDULE: RA Capital Corrects Adagio Medical Holdings Stake to 7.2%

RA Capital Management, L.P. and its affiliates filed an amended Schedule 13G to correct a clerical error, reporting a 7.2% beneficial ownership stake in Adagio Medical Holdings, Inc. as of June 30, 2025.

Summary

• RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the "Reporting Persons") filed Amendment No. 4 to Schedule 13G for Adagio Medical Holdings, Inc.
• This amendment corrects a clerical error in Amendment No. 3, which had inadvertently omitted beneficial ownership of shares underlying warrants held by RA Capital Healthcare Fund, L.P. and RA Capital Nexus Fund II, L.P. as of June 30, 2025.
• As a result of the correction, RA Capital Management, Peter Kolchinsky, and Rajeev Shah now report shared voting and dispositive power over 1,200,000 shares, representing 7.2% of Adagio Medical Holdings' common stock.
• RA Capital Healthcare Fund, L.P. specifically reports shared voting and dispositive power over 1,140,000 shares, representing 6.9% of the common stock.
• The beneficial ownership includes 1,140,000 shares from warrants held by RA Capital Healthcare Fund, L.P. and 60,000 shares from warrants held by RA Capital Nexus Fund II, L.P.
• The percentage of class is calculated based on 15,381,565 shares outstanding as of June 30, 2025, plus the 1,200,000 shares issuable upon warrant exercise.

Sentiment

Score: 6

Explanation: The filing corrects a clerical error, which is a positive for data accuracy and transparency. While not directly impacting the company's operational performance, it ensures that the public record of a significant investor's stake is correct. The continued substantial ownership by RA Capital is a neutral to slightly positive signal of investor confidence.

Positives

• Correction of a previous filing error enhances transparency and accuracy of public disclosures.
• RA Capital Management and its affiliates maintain a significant beneficial ownership stake of 7.2% in Adagio Medical Holdings, indicating continued investor interest.

Negatives

• The initial clerical error in Amendment No. 3 required a subsequent correction, potentially causing temporary misrepresentation of ownership data.

Risks

• No specific operational or financial risks for Adagio Medical Holdings, Inc. are mentioned in this administrative filing. The risk is primarily related to the accuracy of regulatory filings.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding Adagio Medical Holdings, Inc.'s future performance or strategic direction. It is solely an amendment to beneficial ownership reporting.

Management Comments

• This Amendment No. 4 to Schedule 13G... is being filed to correct Amendment No. 3... Due to a clerical error, Amendment No. 3 inadvertently omitted the beneficial ownership of shares of Common Stock underlying warrants... This Amendment is being filed to correct this clerical error and report the beneficial ownership of the Reporting Persons as of June 30, 2025.
• The Reporting Persons expressly disclaim status as a 'group' for purposes of this Schedule 13G.
• RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13G shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.

Industry Context

This filing is an administrative update regarding an institutional investor's stake and does not provide information directly related to broader industry trends or competitive landscape for Adagio Medical Holdings, Inc. However, the continued significant stake by a specialized healthcare fund like RA Capital Management suggests ongoing interest in the medical device or healthcare sector where Adagio operates.

Comparison to Industry Standards

• This filing is an administrative disclosure of beneficial ownership and does not contain information that allows for a direct comparison of Adagio Medical Holdings' operational or financial results to global industry benchmarks or specific comparable companies/projects. The ownership percentage itself is a standard disclosure for institutional investors.

Stakeholder Impact

• Shareholders: Provides accurate information on a significant institutional investor's stake, improving transparency.
• Regulatory Authorities: Ensures compliance with SEC reporting requirements by correcting a previous error.

Next Steps

• No specific future actions or milestones for Adagio Medical Holdings, Inc. are mentioned in this filing.
• The reporting persons have fulfilled their regulatory obligation by correcting the previous filing.

Key Dates

Keywords

Adagio Medical Holdings, RA Capital Management, Schedule 13G, beneficial ownership, common stock, warrants, SEC filing, institutional investor, healthcare fund