Adagio Medical Holdings, Inc. ownership disclosure: Perceptive Advisors, Joseph Edelman, Perceptive Life Sciences Master Fund, Ltd. and C2 Life Sciences LLC report collective beneficial ownership positions in the issuer's Common Stock. The Filing states shared voting and dispositive power of 15,321,655 shares for Perceptive Advisors and Mr. Edelman, representing 55.4% of the class. The Master Fund holds 15,120,753 shares (listed as 54.7%) and C2 holds 200,902 shares (0.9%). The percentages are calculated using 22,210,459 shares outstanding as of May 8, 2026 and assume exercise of warrants for 5,445,069 shares.
The Filing attributes voting and investment discretion to Perceptive Advisors as manager and to Joseph Edelman as managing member; it reports no sole voting or dispositive power and lists shared powers only.
Positive
None.
Negative
None.
Insights
Schedules show a controlling economic stake and shared voting control concentrated with Perceptive entities.
The Filing lists 15,321,655 shares of shared voting and dispositive power attributed to Perceptive Advisors and Joseph Edelman, equal to 55.4% of 22,210,459 outstanding shares as of May 8, 2026. The Filing also assumes exercise of Warrants exercisable for 5,445,069 shares; that assumption is explicit in the cover text.
Concentration at this scale centralizes influence over corporate decisions. Future disclosures and any transfers would change this picture; subsequent filings will show material shifts in ownership or voting power.
The disclosure clarifies who controls voting and investment discretion and quantifies the stake.
The report ties record holdings to the Master Fund (9,675,684 shares) plus associated Warrants and attributes managerial discretion to Perceptive Advisors and Mr. Edelman. It lists no sole voting power and shows shared voting/dispositive power only.
For stakeholders, the operative items to watch are any warrant exercises, transfers of shared power, or updated outstanding share counts in subsequent filings.
Key Figures
Shares outstanding:22,210,459 sharesPerceptive shared voting power:15,321,655 sharesMaster Fund holdings (record):9,675,684 shares+4 more
7 metrics
Shares outstanding22,210,459 sharesas of May 8, 2026
Perceptive shared voting power15,321,655 sharesreported shared voting/dispositive power
Master Fund holdings (record)9,675,684 sharesMaster Fund record holdings of Common Stock
Warrants exercisable5,445,069 sharesassumed exercised for percentage calculation
Master Fund total reported (incl. warrants)15,120,753 sharesMaster Fund shared power total reported
C2 Life Sciences holdings200,902 sharesrecord holdings
Perceptive/Edelman percent55.4%percent of class (filing-calculated)
"The information required by this item with respect to each Reporting Person is set forth"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Warrants exercisablefinancial
"assume the exercise of warrants held by the Reporting Persons for 5,445,069 shares"
Shared dispositive powerregulatory
"Shared Dispositive Power 15,321,655.00"
Schedule 13G/Aregulatory
"(Amendment No. 3 ) Adagio Medical Holdings, Inc."
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
What stake does Perceptive Advisors report in ADGM?
Perceptive Advisors reports shared voting and dispositive power over 15,321,655 shares, representing 55.4% of ADGM's Common Stock as calculated by the Filing.
How many ADGM shares were outstanding for the ownership calculation?
The ownership percentages use 22,210,459 shares outstanding as of May 8, 2026, per the Filing's cited Form 10-Q reference.
Do the Reporting Persons include any warrants in their ownership?
Yes. The Filing states the percentages assume exercise of Warrants exercisable for 5,445,069 shares of Common Stock held by the Reporting Persons.
Who holds voting and investment discretion for these shares?
Perceptive Advisors serves as investment manager to the Master Fund and C2, and Joseph Edelman is the managing member; they report shared voting and dispositive power over the disclosed shares.
Does any Reporting Person claim sole voting power?
No. The Filing shows 0 shares of sole voting power and reports shared voting and dispositive power only for each Reporting Person.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Adagio Medical Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
00534B100
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
00534B100
1
Names of Reporting Persons
Perceptive Advisors LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
15,321,655.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,321,655.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,321,655.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
55.4 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
00534B100
1
Names of Reporting Persons
Joseph Edelman
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
15,321,655.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,321,655.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,321,655.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
55.4 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
00534B100
1
Names of Reporting Persons
Perceptive Life Sciences Master Fund, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
15,120,753.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,120,753.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,120,753.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
54.7 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP Number(s):
00534B100
1
Names of Reporting Persons
C2 Life Sciences LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
200,902.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
200,902.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
200,902.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
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:
The names of the persons filing this report (collectively, the "Reporting Persons") with respect to shares of Common Stock, par value $0.0001 par value per share (the "Common Stock") of Adagio Medical Holdings, Inc. (the "Issuer") are:
(i) Perceptive Advisors LLC ("Perceptive Advisors")
(ii) Joseph Edelman ("Mr. Edelman")
(iii) Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund")
(iv) C2 Life Sciences LLC ("C2")
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
51 Astor Place, 10th Floor, New York, NY 10003
(c)
Citizenship:
Perceptive Advisors is a Delaware limited liability company.
Mr. Edelman is a United States citizen.
The Master Fund is a Cayman Islands corporation.
C2 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);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(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).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership percentages are based on 22,210,459 outstanding shares of Common Stock as of May 8, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2026, and assume the exercise of warrants held by the Reporting Persons for 5,445,069 shares of Common Stock (the "Warrants").
The Master Fund is the holder of record of (i) 9,675,684 shares of Common Stock and (ii) Warrants exercisable for 5,445,069 shares of Common Stock. C2 is the holder of record of 200,902 shares of Common Stock. Perceptive Advisors serves as the investment manager to the Master Fund and C2, and Mr. Edelman is the managing member of Perceptive Advisors. Accordingly, Perceptive Advisors and Mr. Edelman have voting and investment discretion with respect to, and may be deemed to beneficially own, the shares of Common Stock and Warrants held of record by the Master Fund and C2.
(b)
Percent of class:
Perceptive Advisors: 55.4%
Mr. Edelman: 55.4%
Master Fund: 54.7%
C2 Life Sciences LLC: 0.9%
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
