Staff’s Comment: We note your response to prior comment 2. With respect to the definition of “covered person” we note that paragraph (c)(3)(iv) of Rule 14e-5 of the Exchange Act includes in such definition “[a]ny person acting, directly or indirectly, in concert with any of the persons specified in this paragraph (c)(3) in connection with any purchase or arrangement to purchase any subject securities or any related securities.” Given that the PIPE Investors have entered into the Subscription Agreements with the SPAC, please provided additional analysis as to why such investors are not “covered persons” pursuant to paragraph (c)(3)(iv). With respect to the exemption provided under paragraph (b)(7), we note that the public announcement of the SPAC’s intention to seek shareholder approval for an extension of the SPAC’s deadline for a de-SPAC transaction constitutes a public announcement of a tender offer that triggers the Rule 14e-5 prohibition. We note that the SPAC filed a preliminary proxy statement seeking to extend the termination date on January 22, 2024, the definitive proxy statement (filed on February 1, 2024) specified that shareholders had until February 23, 2024 to exercise their redemption rights, and it appears that the Subscription Agreements were entered into on February 13, 2024. Therefore, it appears that the Subscription Agreements were entered into during the tender offer made in connection with the Extension Amendment Proposal and the exemption pursuant to paragraph (b)(7) would not be available. Please provide additional analysis as to how the purchases under the Subscription Agreements would comply with Rule 14e-5.

Staff’s Comment: We note your response to comment 4 along with the disclosure modifications. As this presentation appears to be a pro forma presentation, it is required to be prepared in accordance with Article 11-02 of Regulation S-X. As such, please revise the presentation to comply with Article 11-02 of Regulation S-X, which should agree to the cash balances presented in the Unaudited Pro Forma Condensed Combined Financial Information section beginning on page 179. Further, address the following:

Staff’s Comment: Provide an explanation as to what the Adagio Equityholder Rollover as a source of cash/funds represents and also what it represents as a use of funds. To the extent that you continue to include this line item in your presentation, provide your calculation that net cash proceeds will be $24 million to Adagio Equityholders, as previously requested.

Staff’s Comment: Expand footnote (3) to quantify the (i) and (ii) components of the $45 million Pipe Financing. Address this comment throughout your Form S-4 where the $45M Pipe Financing is discussed.

Tell us why you are including $23 million as a source of funds of the Business Combination that was paid/funded and used by Adagio as of December 31, 2023. Refer to Adagio’s consolidated statement of cash flows on page F-29. Also, explain why you have included $3.9 million paid to acquire public shares in the open market. Refer to footnote 3 on page 185.

Staff’s Comment: We note your revised disclosure in response to prior comment 6 that “[t]he prospective PIPE Investors, ARYA and Adagio determined the pre-transaction equity value of $24 million by comparing Adagio’s business with the valuations of similarly-situated premarket companies that had recently been acquired and by taking into account the valuation and price that the potential PIPE Investors indicated they would accept.” Please disclose the similarly-situated pre-market companies, the valuations at which they were acquired, and the ways in which they were similarly-situated to Adagio.

Staff’s Comment: As previously requested in prior comment 25, please include the registrant in a separate column in the pro forma financial information provided in accordance with Article 11-02(a)(4) of Regulation S-X. Also address for the unaudited pro forma condensed combined statement of operations and comprehensive loss.

Staff’s Comment: We note your response to prior comment 12. We continue to consider your response and may have additional comments.

Staff’s Comment: We note your responses to prior comments 10 and 18, along with the revised disclosures for note (G). Please address the following:

Staff’s Comment: You note that you will receive $21.1 million in cash from the Subscription Agreements/PIPE Financings. However, the table presented on page 184 indicates that you will receive $18.1 million in cash with $8.1 million from the Perceptive PIPE Investor for shares of New Adagio Common Stock and $10 million from RA Capital for units of Base Warrants. Please address this inconsistency.

Staff’s Comment: Reconcile the number of shares of New Adagio Common Stock and number of units of Base Warrants to be acquired with cash in connection with the transaction with your disclosures of the Subscription Agreement/PIPE Financing on pages 184, 185 and 188.

Staff’s Comment: Clearly disclose how you allocated the proceeds between the shares of New Adagio Common Stock and the units of Base Warrants to be acquired.

Staff’s Comment: Provide the material terms of the units of Base Warrants, including what each unit represents, how the warrants are not indexed to New Adagio’s Common Stock, and how you determined that the fair value given that cash was used to acquire the units of Base Warrants. To the extent that the fair value substantially exceeds the purchase price, please tell us the accounting implications and the authoritative literature considered in accounting for this difference. In that regard, you have disclosed the issuance of 2,760,000 of PIPE Warrants in lieu of settlement of Bridge Financing Notes which was valued at $11.5 million under Note 4.

Each Base Warrant entitles the registered holder to purchase one share of New Adagio Common Stock at a price of $10.00 per share following the closing of the Business Combination.

Each Base Warrant includes an unconditional obligation with a fixed exercise price of $10.00 per share to the Base Warrants.

The Base Warrants are subject to the cashless settlement term, which is based on (a) total number of shares to be exercised under the Base Warrant, (b) (i) the VWAP of the shares of New Adagio Common Stock on the trading day immediately preceding the date of the applicable Exercise Notice (as defined in the Base Warrant) if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(a) of the Base Warrant on a day that is not a trading day or (2) both executed and delivered pursuant to Section 1(a) of the Base Warrant on a trading day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such trading day, (ii) at the option of the holder thereof, either (y) the VWAP on the trading day immediately preceding the date of the applicable Exercise Notice or (z) the Bid Price (as defined in the Base Warrant) of the shares of New Adagio Common Stock, and (c) the Exercise Price (as defined in the Base Warrant) then in effect for the applicable Warrant Shares (as defined in the Base Warrant) at the time of such exercise, all of which are considered an input into a fixed-for-fixed contract as required under step 2 of ASC 815-40-15 because it is either specifically mentioned in ASC 815-40-15 or it is an input into a fixed-for-fixed contract; therefore, the settlement provision criterion is met, and the cashless exercise feature does not preclude the Base Warrant from being considered indexed to the New Adagio Common Stock.

Each Base Warrant includes penalty terms in the section entitled “Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise.” The existence of provisions that mandate net cash settlement of the contract in the event that New Adagio does not make timely filings with the SEC would result in an asset or a liability classification for the contract; however, ASC 815-40-25-10(d) further clarifies that a penalty payment upon a failure to timely file does not preclude equity classification because it does not result in a settlement of the contract.

Each Base Warrant includes terms to adjust the exercise price of the Base Warrants, including stock dividends, aggregation of shares, and adjustments in exercise price. These provisions are anti-dilution provisions which, consistent with the guidance in ASC 815-40-15-7G and the example in 55-42 and 55-43, are based on a mathematical calculation that determines the direct effect that the occurrence of such dilutive events has on settlement.

Staff’s Comment: Consider separately presenting the sale and purchase of new shares and warrants from purchase accounting and/or the exchange of previously issued convertible notes as adjustments to the pro forma financial information.

Staff’s Comment: Please expand your disclosures in note (I) to provide the material terms of the Convert Warrants, including how those terms result in the warrants not being indexed to New Adagio’s own stock.