View:
United States securities and exchange commission logo
April 18, 2022
Ajay Royan
Managing General Partner
Mithril Capital Management LLC
600 Congress Avenue, Suite 3100
Austin, TX 78701
Re: Adagio
Therapeutics, Inc.
PREC14A filed April
11, 2022
Filed by Mithril
II, LP, et al.
File No. 1-40703
Dear Mr. Royan:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
All defined terms used here have the same meaning as in your proxy
statement listed above.
PREC14A filed April 11, 2022
This Solicitation is Being Made by Mithril and Not on Behalf of the
Adagio Board of Directors,
page ii
1. Please revise this
heading, since Mithril is one of over 20 participants in this solicitation.
Background to this Solicitation, page 2
2. Expand the Background
section to describe how and when these participants came into
contact and ultimately
decided to jointly conduct this solicitation.
3. To the extent
applicable, update the description of the settlement discussions between the
Company and the
participants.
Ajay Royan
FirstName LastNameAjay Royan
Mithril Capital Management LLC
Comapany
April NameMithril Capital Management LLC
18, 2022
April 218, 2022 Page 2
Page
FirstName LastName
Reasons for the Solicitation, page 2
4. Expand this section to specifically describe the participants' plans
for the Company, if the
Nominees are elected (in addition to their existing board
representation). In this regard,
explain what is meant by your attempts to "implement superior
corporate governance" and
"grow into a strategic and operational posture that matches the scope
of opportunities
available to [the Company]." Your expanded disclosure should note how
the participants'
current board representatives have tried to achieve these goals in the
past, if applicable.
Interests of the Nominees, page 13
5. Revise to more specifically describe in this section the Nominees'
interests and potential
conflicts of interest, to the extent they are elected to the Board of
Directors. If you
continue to cite to additional relevant disclosure later in the proxy
statement, revise to be
more specific as to where that additional information may be found.
Current references to
"as described below" may make it difficult for shareholders to locate
the specific language
to which you refer.
Certain Information Regarding the Participants, page 15
6. Explain what you mean by the reference to Adimab as a "significant
commercial
counterparty" in the first sentence in this section. If you mean a
competitor, so state. If
not, more specifically describe the relationship between this
participant and the
Company.
Certain Additional Information , page 20
7. Refer to the first sentence in the third paragraph of this section
which states: "You are
advised to read this proxy statement and other relevant documents when
they become
available because they will contain important information." This
language is confusing
because shareholders will not see it if and until they read the proxy
statement. In addition,
revise to identify the "other relevant documents" to which you refer.
Incorporation by Reference, page 21
8. Rule 14a-5(c) requires you to identify the specific proxy statement or
other proxy filing
that contains the information referenced. Vague references to "the
Company's public
filings" do not satisfy the requirement to identify the "particular
document containing such
information." Please revise.
General
9. Fill in the blanks throughout the proxy statement. Information that is
subject to change
may be bracketed until finalized.
Ajay Royan
Mithril Capital Management LLC
April 18, 2022
Page 3
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Christina Chalk at (202) 551-3263.
Sincerely,
FirstName LastNameAjay Royan
Division of
Corporation Finance
Comapany NameMithril Capital Management LLC
Office of Mergers &
Acquisitions
April 18, 2022 Page 3
cc: Kiran Kadekar, Esq.
FirstName LastName