Sec Form 3 Filing - PERCEPTIVE ADVISORS LLC @ Adagio Medical Holdings, Inc. - 2024-07-31

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person PERCEPTIVE ADVISORS LLC 2. Issuer Name and Ticker or Trading Symbol Adagio Medical Holdings, Inc. [ ADGM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 51 ASTOR PLACE, 10TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 07/31/2024 (Street) NEW YORK, NY10003 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common stock 7,160,397 D ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares PIPE Warrants ( 2 ) $ 10 07/31/2024 07/31/2029 Common Stock 5,445,069 < /span> D ( 1 ) Convert Warrants ( 3 ) $ 24 07/31/2024 07/31/2031 Common Stock 525,000 D ( 1 ) Convertible Notes ( 3 ) ( 2 ) 07/31/2024 04/30/2028 Common Stock 700,000 D ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PERCEPTIVE ADVISORS LLC 51 ASTOR PLACE, 10TH FLOOR NEW YORK, NY10003 X X PERCEPTIVE LIFE SCIENCES MASTER FUND LTD 51 ASTOR PLACE, 10TH FLOOR NEW YORK, NY10003 X EDELMAN JOSEPH C/O PERCEPTIVE CAPITAL SOLUTIONS CORP 51 ASTOR PLACE, 10TH FLOOR NEW YORK, NY10003 X Signatures /s/ Joseph Edelman - for Perceptive Advisors LLC,By: Joseph Edelman, its managing member 08/01/2024 Signature of Reporting Person Date /s/ Joseph Edelman - for Perceptive Life SciencesMaster Fund, Ltd., By: Perceptive Advisors LLC,its investment manager, By: Joseph Edelman,its managing member 08/01/2024 Signature of Reporting Person Date /s/ Joseph Edelman 08/01/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities are directly held by Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of the Master Fund. Joseph Edelman ("Mr. Edelman") serves as the managing member of the Advisor. Each of Mr. Edelman and the Advisor disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of their indirect pecuniary interest therein, and this report shall not be deemed an admission that the Advisor or Mr. Edelman are beneficial owner of such securities for purposes of Section 16 or for any other purposes. ( 2 )The Master Fund was issued 5,445,069 warrants (the "PIPE Warrants") on July 29, 2024 pursuant to an Amended and Restated Subscription Agreement, dated July 29, 2024. Subject to adjustment, as provided in the Convert Warrants, each PIPE Warrant is exercisable for one share of common stock, par value $0.0001 per share (the "Common Stock"), of Adagio Medical Holdings, Inc. (f/k/a Aja HoldCo, Inc.) (the "Issuer"), at an exercise price of $10.00. ( 3 )The Master Fund was issued $7,000,000 in principal amount of convertible notes ("Convertible Notes") and 525,000 warrants ("Convert Warrants") of the Issuer on July 29, 2024. The Convertible Notes and any interest that compounds on the principal amount outstanding under the Convertible Notes are convertible into shares of Common Stock at the Master Fund's option at an initial conversion price of $10.00 per share. Subject to adjustment, as provided in the Convert Warrants, each Convert Warrant is exercisable for one share of Common Stock at an exercise price of $24.00.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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