Forward Merger (Tables)

6 Months Ended

Jun. 30, 2025

Forward Merger

Summary of the purchase price calculation

The following is a summary of the purchase price calculation (in thousands except share and per share data):


Number of the Company’s common stock issued			6,771,769
Number of replacement stock options granted to Legacy Adagio’s option holders by the Company			7,587
Total shares and stock options			6,779,356
Multiplied by the Company’s common stock price at the Closing		$	6.64
Total		$	45,015

Number of PIPE Base Warrants issued in lieu of settling Bridge Financing Notes			3,540,000
Multiplied by estimated value of PIPE Base Warrants at the Closing		$	2.41
Estimated fair value of PIPE Base Warrants issued in lieu of settling Bridge Financing Notes		$	8,531
Total purchase price		$	53,546

Schedule of allocation of purchase price

The allocation of the purchase price was as follows (audited, in thousands):


Assets Acquired:
Cash		$	681
Accounts receivable, net			102
Inventories, net			4,077
Prepaid expenses			308
Other current assets			195
Property and equipment, net			1,133
Intangible assets, net			26,200
Goodwill			44,291
Right-of-use asset, net			247
Other assets			18
Total assets acquired		$	77,252

Liabilities Assumed:
Accounts payable		$	10,103
Accrued liabilities			3,556
Operating lease liabilities, current			138
Convertible notes payable, long-term			5,951
Warrant liabilities			1,049
Operating lease liabilities, long-term			109
Deferred tax liabilities			2,800
Total liabilities assumed		$	23,706
Net total		$	53,546

Schedule of number of shares of common stock issued and amounts recorded on the line within stockholders' deficit are reflected below to arrive at the opening consolidated balance sheet of the Successor



		Number of Shares		Common Stock		APIC			Accumulated Deficit
ListCo closing equity as of July 30, 2024		—		—		$	2,729		$	(2,734)
Accumulated deficit carried over from ARYA		—		—			—			(14,089)
Contribution of cash proceeds in PIPE Financing		3,287,018		—			23,433			—
Conversion of ARYA convertible promissory Notes		355,100		—			3,551			—
Conversion of ARYA Class A ordinary shares and Class B ordinary shares		2,089,000		—			—			—
Conversion of Class A ordinary shares subject to redemption		123,520		—			1,361			—
Shares issued for acquisition of Legacy Adagio		6,771,769		1			53,546			—
Additional shares issued and reclassification of Class A ordinary shares subject to non-redemption agreements and open market subscription agreements		761,229		—			5,166			—
Successor’s opening equity (deficit) as of July 31, 2024 (Successor)		13,387,636		1		$	89,786		$	(16,823)