EX-99.3 21 ny20020899x14_ex99-3.htm EXHIBIT 99.3
Exhibit 99.3

Scalar, LLC
874 E Pioneer Road
Draper, UT 84020

April 18, 2024

Board of Directors
Arya Sciences Acquisition Corp IV
51 Astor Place, 10th Floor
New York, NY 10003

Re:
Registration Statement on Form S-4 of Aja Holdco, Inc.

Members of the Board:

Scalar, LLC (“Scalar”) hereby consents to (i) the inclusion of our opinion letter dated February 13, 2024 (the “Opinion”) to the Board of Directors of ARYA Sciences Acquisition Corp IV (“ARYA”) as Annex X to the proxy statement/prospectus that is being filed on the date hereof with the Securities and Exchange Commission in connection with the proposed merger involving ARYA, Aja Holdco, Inc. (“HoldCo”, and a wholly owned subsidiary of ARYA), Aja Merger Sub 1 (a wholly owned subsidiary of HoldCo), Adagio Medical, Inc., and Aja Merger Sub 2, Inc. (a wholly owned subsidiary of HoldCo) (the “Registration Statement”), (ii) the references therein to Scalar and (iii) the inclusion therein of (a) the summaries of and excerpts from the Opinion, (b) the description of certain financial analyses and (c) certain terms of our engagement by ARYA. Notwithstanding the foregoing, it is understood that our consent is being delivered solely in connection with the filing of the Registration Statement and that the Opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose, nor is it to be filed with, included in or referred to, in whole or in part in any registration statement (including any subsequent amendments to the Registration Statement), proxy statement or any other document, except in accordance with our prior written consent.

By giving such consent, Scalar does not thereby admit that we are experts with respect to any part of such proxy statement/prospectus within the meaning of the term “expert” as used in, or that we come within the category of persons whose consent is required under, the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.



Scalar, LLC