United States securities and exchange commission logo
May 30, 2024
Adam Stone
Chief Executive Officer
Aja Holdco, Inc.
51 Astor Place, 10th Floor
New York, New York 10003
Re: Aja Holdco, Inc.
Amendment No. 1 to
Registration Statement on Form S-4
Filed May 13, 2024
File No. 333-278811
Dear Adam Stone:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our May 3, 2024
letter.
Amendment No. 1 to Registration Statement on Form S-4
Certain Agreements Related to the Business Combination
Subscription Agreements, page 8
1. 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
Adam Stone
Aja Holdco, Inc.
May 30, 2024
Page 2
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.
Sources and Uses of Funds for the Business Combination, page 23
2. 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:
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.
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.
Background of the Business Combination, page 138
3. 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 pre-
market companies that had recently been acquired and by taking into
account the
FirstName LastNameAdam Stone
valuation and price that the potential PIPE Investors indicated they
would accept." Please
Comapany NameAja
disclose Holdco, Inc. pre-market companies, the valuations at
which they were
the similarly-situated
May 30,acquired, and2the ways in which they were similarly-situated to Adagio.
2024 Page
FirstName LastName
Adam Stone
FirstName
Aja Holdco,LastNameAdam Stone
Inc.
Comapany
May NameAja Holdco, Inc.
30, 2024
May 30,
Page 3 2024 Page 3
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet, page 180
4. 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.
Note 2. Basis of Pro Forma Presentation, page 186
5. We note your response to prior comment 12. We continue to consider
your response and
may have additional comments.
Note 5. Adjustments to Unaudited Pro Forma Condensed Combined Financial
Information, page
193
6. We note your responses to prior comments 10 and 18, along with the
revised disclosures
for note (G). Please address the following:
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.
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.
Clearly disclose how you allocated the proceeds between the shares
of New Adagio
Common Stock and the units of Base Warrants to be acquired.
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.
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.
7. 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.
Adam Stone
Aja Holdco, Inc.
May 30, 2024
Page 4
Please contact Tracey Houser at 202-551-3736 or Li Xiao at 202-551-4391
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Conlon Danberg at 202-551-4466 or Tonya Aldave at 202-551-3601 with any other
questions.
Sincerely,
FirstName LastNameAdam Stone Division of
Corporation Finance
Office of Industrial
Applications and
Comapany NameAja Holdco, Inc.
Services
May 30, 2024 Page 4
cc: Peter Seligson, Esq.
FirstName LastName