SCHEDULE 13G/A: RA Capital Management Affirms 9.9% Stake in Adagio Medical Holdings

RA Capital Management and its affiliates have filed an amended Schedule 13G, confirming their beneficial ownership of 9.9% of Adagio Medical Holdings, Inc.'s common stock as of December 31, 2024.

Summary

• RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (collectively, the "Reporting Persons") filed an amended Schedule 13G/A.
• The filing reports their beneficial ownership of Common Stock, par value $0.0001 per share, of Adagio Medical Holdings, Inc. (the "Issuer").
• As of December 31, 2024, the Reporting Persons collectively beneficially owned 1,613,220 shares of Adagio Medical Holdings, Inc. common stock.
• This aggregate amount represents 9.9% of the class of securities outstanding, which was rounded down from 9.99% due to EDGAR filing system limitations.
• The ownership includes pre-funded warrants exercisable for up to 670,000 shares and base warrants exercisable for up to 1,140,000 shares held by RA Capital Healthcare Fund, L.P., and 60,000 shares held by RA Capital Nexus Fund II, L.P.
• A "Beneficial Ownership Blocker" provision in the warrants precludes their exercise to the extent that, following exercise, the holder would own more than 9.99% of the Common Stock outstanding.
• The percentage of ownership is calculated based on 14,535,136 shares of the Issuer's Common Stock outstanding as of November 20, 2024, as reported in the Issuer's prospectus dated November 25, 2024, plus the 1,613,220 shares issuable upon warrant exercise.
• The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
• The securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and does not contain qualitative information that would indicate positive or negative sentiment regarding the company's performance or prospects. It is a neutral, compliance-driven filing.

Future Outlook

The document is a historical ownership disclosure and does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This filing indicates continued significant institutional investment in Adagio Medical Holdings, a company likely operating in the medical device or broader healthcare sector, given the investor's name "RA Capital Healthcare Fund." Such Schedule 13G/A filings provide transparency on major shareholder positions, which can be a signal of investor confidence or strategic interest within the healthcare industry.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant institutional investor's stake in the company, confirming their continued interest and position.

Key Dates

Keywords

Adagio Medical Holdings, RA Capital Management, Schedule 13G/A, Beneficial Ownership, Common Stock, Warrants, Institutional Investor, SEC Filing, Healthcare Fund