Adagio Medical, Inc. entered a definitive agreement to acquire ARYA Sciences Acquisition Corp IV (NasdaqCM:ARYD) from ARYA Sciences Holdings IV, Perceptive Advisors LLC and Others for $26.736 million in a reverse merger transaction on February 13, 2024. The transaction implies a post-transaction fully diluted equity value of the Combined Company of $128 million and a fully diluted enterprise value of $113 million. As part of the transaction, each issued and outstanding Class A ordinary share, par value $0.0001 per share, of ARYA (the ?Class A Ordinary Shares?) will be automatically cancelled, extinguished and converted into the right to receive one share of common stock, par value $0.0001 per share, of New Adagio (the ?New Adagio Common Stock?); and (B) each issued and outstanding Class B ordinary share, par value $0.0001 per share, of ARYA (the ?Class B Ordinary Shares?), will be automatically cancelled, extinguished and converted into the right to receive one share of New Adagio Common Stock, other than 1,000,000 Class B Ordinary Shares that will be forfeited by ARYA Sciences Holdings IV. Under the terms of the Business Combination Agreement, the aggregate consideration to be paid in the Business Combination is derived from an equity value of $24 million.Upon closing of the transaction, Adagio Medical will become a subsidiary of Aja Holdco, Inc. (the "Combined Company"), which will operate with the existing Adagio Medical management team under the name "Adagio Medical, Inc." The Combined Company's common stock is expected to be listed on the Nasdaq Capital Market under the ticker symbol "ADGM". Investors have committed to participate in the transaction in the form of $20 million in convertible debt (which includes bridge financing for the period between signing and closing) and $22 million in equity financing (which includes the non-redemption of cash in ARYA's trust account). Investors in the financing include affiliates of Perceptive Advisors, RA Capital Management ("RA Capital"), RTW Investments and ATW Partners. Current Adagio Medical shareholders and holders of certain vested equity awards are converting 100% of their existing equity interests into shares or equivalent awards of the Combined Company. Non-redeeming holders of ordinary shares of ARYA will be converting their ordinary shares into common stock of the Combined Company on a one for one basis. At closing, current investors in Adagio Medical (excluding Perceptive Advisors and RA Capital) are expected to own approximately 10.2% and Perceptive and ARYA Sciences Holdings IV, an affiliate of Perceptive Advisors and sponsor of ARYA, collectively, are expected to hold approximately 58.2% of the Combined Company.

The respective boards of directors of both ARYA and Adagio Medical have approved the proposed transaction. Completion of the transaction, which is expected in the second quarter of 2024, is subject to approval of ARYA's and Adagio Medical's shareholders and the satisfaction of certain other customary closing conditions. Stifel, Nicolaus & Company, Incorporated ("Stifel") is acting as financial advisor to Adagio Medical. Jefferies LLC ("Jefferies") is acting as financial and capital markets advisor to ARYA, as well as sole private placement agent. Chardan Capital Markets, LLC ("Chardan") is acting as sole placement agent for the convertible debt. Reed Smith LLP is acting as legal counsel to Adagio Medical. Kirkland & Ellis LLP is serving as legal counsel to ARYA. White & Case LLP is acting as legal counsel to Jefferies, Stifel and Chardan. Continental Stock Transfer & Trust Co. acted as transfer agent to ARYA Sciences. Brian Kim, Adam Kohn, Alysa Craig,Craig DeDomenico, Harrison Callaway of Stifel, Nicolaus & Company, Incorporated acted as financial advisor to Adagio Medical, Inc.