| Item 1. | |
| (a) | Name of issuer:
Adagio Medical Holdings, Inc. |
| (b) | Address of issuer's principal executive offices:
26051 Merit Circle, Suite 102, Laguna Hills, CA 92653 |
| Item 2. | |
| (a) | Name of person filing:
This Statement is filed on behalf of Sio Capital Management, LLC (the "Reporting Person" or "Sio")
Sio is a registered investment adviser to certain affiliated funds that directly hold the shares of Common Stock to which this statement relates for the benefit of their respective investors, and in such capacity Sio has voting and dispositive power over such shares. |
| (b) | Address or principal business office or, if none, residence:
600 Third Avenue, 2nd Floor
New York, New York 10016 |
| (c) | Citizenship:
Sio is a Delaware limited liability company. |
| (d) | Title of class of securities:
Common Stock, par value, $0.0001 per share |
| (e) | CUSIP No.:
00534B100 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |  An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
1,288,461 |
| (b) | Percent of class:
6.08 %
|
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the vote:
1,288,461 - Refer to footnote 3
3 Sio and Sio GP, LLC (the "GP") act as investment advisor and general partner, respectively, to various clients that are the record owners of the Common Stock reported on this Schedule 13G. Because Sio's investment discretion with respect to such clients is subject to oversight by the GP, the GP may be deemed to be the beneficial owner of the Common Stock of the Issuer owned by such clients. In addition, both Sio and the GP are controlled by Michael Castor. As such, he may be deemed to control the voting and dispositive decisions with respect to, and therefore be the beneficial owner of, the shares of Common Stock reported on this Schedule 13G. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by the GP or Michael Castor that such person is the beneficial owner of any of the equity securities referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
|
| | (iii) Sole power to dispose or to direct the disposition of:
0
|
| | (iv) Shared power to dispose or to direct the disposition of:
1,288,461 - Refer to footnote 3
3 Sio and Sio GP, LLC (the "GP") act as investment advisor and general partner, respectively, to various clients that are the record owners of the Common Stock reported on this Schedule 13G. Because Sio's investment discretion with respect to such clients is subject to oversight by the GP, the GP may be deemed to be the beneficial owner of the Common Stock of the Issuer owned by such clients. In addition, both Sio and the GP are controlled by Michael Castor. As such, he may be deemed to control the voting and dispositive decisions with respect to, and therefore be the beneficial owner of, the shares of Common Stock reported on this Schedule 13G. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by the GP or Michael Castor that such person is the beneficial owner of any of the equity securities referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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