0001140361-24-035372.txt : 20240801 0001140361-24-035372.hdr.sgml : 20240801 20240801170745 ACCESSION NUMBER: 0001140361-24-035372 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240731 FILED AS OF DATE: 20240801 DATE AS OF CHANGE: 20240801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MISHAN ORLY CENTRAL INDEX KEY: 0001830911 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42199 FILM NUMBER: 241167770 MAIL ADDRESS: STREET 1: C/O CEREVEL THERAPEUTICS HODLINGS, INC. STREET 2: 131 DARTMOUTH STREET SUITE 502 CITY: BOSTON STATE: MA ZIP: 02116 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Adagio Medical Holdings, Inc. CENTRAL INDEX KEY: 0002006986 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 26051 MERIT CIRCLE STREET 2: SUITE 102 CITY: LAGUNA HILLS STATE: CA ZIP: 92653 BUSINESS PHONE: 212-284-2300 MAIL ADDRESS: STREET 1: 26051 MERIT CIRCLE STREET 2: SUITE 102 CITY: LAGUNA HILLS STATE: CA ZIP: 92653 FORMER COMPANY: FORMER CONFORMED NAME: Aja Holdco, Inc. DATE OF NAME CHANGE: 20240104 3 1 form3.xml FORM 3 X0206 3 2024-07-31 1 0002006986 Adagio Medical Holdings, Inc. ADGM 0001830911 MISHAN ORLY C/O ADAGIO MEDICAL HOLDINGS, INC. 26051 MERIT CIRCLE, SUITE 102 LAGUNA HILLS CA 92653 true Exhibit 24 /s/ John Dahldorf, Attorney-in-Fact 2024-08-01 EX-24 2 ef20033060_ex24.htm EXHIBIT 24
Exhibit 24

Power of Attorney
 
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of (i) Grace K. West, (ii) Andrew Grumbine, (iii) Michael S. Lee, (iv) Olav Bergheim, and (v) John Dahldorf, signing SINGLY, the undersigned’s true and lawful attorney-in-fact to:
 
(1)          execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director or holder of ten percent (10%) or more of the registered class of securities of Adagio Medical Holdings, Inc. (formerly known as Aja Holdco, Inc.) (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”), and the rules thereunder;
 
(2)        do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto and timely file such forms or amendments with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
(3)          with atake any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 
*   *   *   *   *

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of August 1, 2024.
By:
   /s/ Orly Mishan


Name:Orly Mishan


[Signature Page to Power of Attorney (Forms 3, 4 & 5)—Adagio Medical Holdings, Inc.]