UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 30, 2024

Oaktree Acquisition Corp. III Life Sciences

(Exact name of registrant as specified in its charter)

Cayman Islands

001-42383

98-1799512

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)



333 South Grand Avenue, 28th Floor Los Angeles, California		90071
(Address of principal executive offices)		(Zip Code)

+1 (213) 830-6300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeemable warrant	OACCU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units	OACC	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	OACCW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02.

Unregistered Sales of Equity Securities.

The information related to the sale and issuance of Additional Private Placement Units (as defined below) included in Item 8.01 of this Current Report on Form 8-K (this “Current Report”) is incorporated into this Item 3.02 by reference. No underwriting discounts or commissions were paid with respect to the private placement of the Additional Private Placement Units. The sale and issuance of the Additional Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 8.01.

Other Events.

Over-Allotment Option

As previously reported, Oaktree Acquisition Corp. III Life Sciences (the “Company”) consummated an initial public offering on October 25, 2024 (the “IPO”) of 17,500,000 units (the “Public Units”) at $10.00 per Public Unit, each Public Unit being comprised of one Class A ordinary shares, $0.0001 par value per share (the “Public Shares”) and one-fifth of one redeemable warrant, each whole warrant being exercisable for one Class A ordinary share at an exercise price of $11.50 (subject to adjustment, as described in the final prospectus relating to the IPO).

In connection with the IPO, the underwriters were given a 45-day option from the date of the final prospectus relating to the IPO to purchase up to 2,625,000 additional Public Units to cover over-allotments, if any (the “Over-Allotment Option”). On October 30, 2024, the underwriters purchased on additional 1,699,029 Public Units (such Public Units purchased pursuant to the partial exercise of the Over-Allotment Option, the “Option Units”) at $10.00 per Option Unit. The sale of the Option Unit generated additional gross proceeds to the Company of $16,990,290.

Concurrently with the partial exercise of the Over-Allotment Option, the underwriters of the IPO forfeited their right to purchase the remaining 925,971 Public Units that they were permitted to purchase pursuant to the Over-Allotment Option. As a result of the underwriters’ election to partially exercise their Over-Allotment Option 231,492 Class B ordinary shares, $0.0001 par value per share, of the Company were forfeited by Oaktree Acquisition Holdings III LS, LLC (the “Sponsor”) at no cost to the Company.

Additional Private Placement Units

As previously reported, the Company also consummated on October 25, 2024 a private placement (the “Private Placement”) of the Company’s units (the “Private Placement Units”) in connection with the IPO pursuant to which the Sponsor purchased 550,000 Private Placement Units at $10.00 per Private Placement Units, each Private Placement Unit being comprised of one Class A ordinary share, $0.0001 par value per share and one-fifth of one non-redeemable warrant, each whole warrant being exercisable for one Class A ordinary share at an exercise price of $11.50 (subject to adjustment, as described in the final prospectus relating to the IPO).

In connection with the partial exercise of the Over-Allotment Option, the Sponsor purchased on October 30, 2024 an additional 33,981 Private Placement Units (the “Additional Private Placement Units”) at $10.00 per Additional Private Placement Unit. The sale of the Additional Private Placement Units in connection with the partial exercise of the Over-Allotment Option generated additional gross proceeds of $339,810.

Unaudited Pro Forma Balance Sheet

The net proceeds from the IPO, together with certain of the proceeds from the Private Placement that closed in connection with the IPO, $175,000,000 in the aggregate (the “Base Offering Proceeds”), were placed in a trust account established for the benefit of the Company’s public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee. An audited balance sheet as of October 25, 2024, reflecting receipt of the Base Offering Proceeds, was previously filed on a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 31, 2024. As Exhibit 99.1 to this Current Report, the Company is furnishing an unaudited pro forma balance sheet, reflecting the receipt of the proceeds from the sale of the Option Units and the Additional Private Placement Units on October 30, 2024.

The unaudited pro forma balance sheet is presented for illustrative purposes only and was prepared by management. The unaudited pro forma balance sheet is not necessarily indicative of the financial position that was achieved or will be achieved by the Company and the financial position may differ from what is presented in the pro forma balance sheet. You should not rely on the unaudited pro forma balance sheet included in this Current Report as being indicative of the historical financial position that was achieved or the future financial position that the Company will achieve. The Company’s independent registered public accounting firm has not audited, reviewed, compiled or performed any procedures with respect to any of the data included in the unaudited pro forma balance sheet included in this Current Report and the Company’s independent registered public accounting firm does not express an opinion or any form of assurance with respect to the pro forma financial information included in this Current Report.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Unaudited Pro Forma Balance Sheet

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

OAKTREE ACQUISITION CORP. III LIFE SCIENCES

PROFORMA UNAUDITED BALANCE SHEET

OCTOBER 30, 2024


	October 25, 2024			Pro Forma Adjustments (Unaudited)					As Adjusted (Unaudited)
Assets
Current assets
Cash	$	2,000,000			4		(7	)	$	2,000,004
Prepaid expenses		81,800			—					81,800

Total current assets		2,081,800			4					2,081,804
Cash held in Trust Account		175,000,000			16,990,290		(1	)		191,990,290
					339,810		(3	)
					(339,806	)	(2	)
					(4	)	(7	)

Total assets	$	177,081,800			16,990,294				$	194,072,094

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Current liabilities:
Accrued offering costs	$	575,651			—				$	575,651
Accrued expenses		64,168			—					64,168
Over-allotment liability		268,690			(268,690	)	(5	)		—
Promissory note—related party		251,230			—					251,230

Total current liabilities		1,159,739			(268,690	)				891,049
Deferred legal fees		299,088			—					299,088
Deferred underwriting fee		6,125,000			594,660		(2	)		6,719,660

Total liabilities		7,583,827			325,970					7,909,797

Commitments and Contingencies
Class A ordinary shares subject to possible redemption, $0.0001 par value; 300,000,000 shares authorized; 17,500,000 issued and outstanding		175,000,000			16,971,261		(1	)		191,990,290
					(339,425	)	(2	)
					(593,994	)	(2	)
					952,448		(6	)
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—			—					—
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; 550,000 issued and outstanding (excluding 17,500,000 shares subject to possible redemption)		55			3		(3	)		58
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 5,031,250 shares issued and outstanding		503			(23	)	(4	)		480
Additional paid-in capital		—			19,029		(1	)		—
					339,807		(3	)
					(381	)	(2	)
					(666	)	(2	)
					(952,448	)	(6	)
					594,659		(8	)
Accumulated deficit		(5,502,585	)		94,781		(5	)		(5,828,531	)
					173,909		(5	)
					23		(4	)
					(594,659	)	(8	)

Total shareholders’ deficit		(5,502,027	)		(325,966	)				(5,827,993	)

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	177,081,800			16,990,294				$	194,072,094

See Note to Pro Forma Unaudited Balance Sheet.

F-1

OAKTREE ACQUISITION CORP. III LIFE SCIENCES

NOTE TO PROFORMA UNAUDITED BALANCE SHEET

(unaudited)

NOTE 1 —CLOSING OF OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT

The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Oaktree Acquisition Corp. III Life Sciences (the “Company”) as of October 25, 2024 adjusted for the closing of the underwriters’ partial overallotment option and related transactions, which occurred on October 30, 2024, as described below.

On October 25, 2024, the Company consummated an initial public offering (the “IPO”) of 17,500,000 units (the “Public Units”) at $10.00 per Public Unit, each Public Unit being comprised of one Class A ordinary shares, $0.0001 par value per share (the “Public Shares”) and one-fifth of one redeemable warrant, each whole warrant being exercisable for one Class A ordinary share at an exercise price of $11.50 (subject to adjustment, as described in the final prospectus relating to the IPO) (the “Public Warrants”). In connection with the IPO, the Company also consummated a private placement (the “Private Placement”) of units (the “Private Placement Units”) pursuant to which Oaktree Acquisition Holdings III LS, LLC (the “Sponsor”) purchased 550,000 Private Placement Units at $10.00 per Private Placement Units, each Private Placement Unit being comprised of one Class A ordinary share, $0.0001 par value per share (the “Private Placement Shares”) and one-fifth of one non-redeemable warrant, each whole warrant being exercisable for one Class A ordinary share at an exercise price of $11.50 (subject to adjustment, as described in the final prospectus relating to the IPO) (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”).

In connection with the IPO, the underwriters were granted a 45-day option from the date of the final prospectus related to the IPO (the “Over-Allotment Option”) to purchase up to 2,625,000 additional Units (the “Option Units”) to cover over-allotments, if any. On October 30, 2024, the underwriters partially exercised their Over-Allotment Option to purchase an additional 1,699,029 Option Units at a purchase price of $10.00 per Unit, generating additional gross proceeds of $16,990,290. The underwriters forfeited their option to purchase an additional 925,971 Option Units.

Simultaneously with the sale of the Option Units, the Sponsor purchased an additional 33,981 Private Placement Units at a purchase price of $10.00 per Private Placement Unit, generating additional gross proceeds of $339,810. As a result of the underwriters’ election to partially exercise their overallotment option, 231,492 Class B ordinary shares, $0.0001 par value per share, of the Company were forfeited by the Sponsor.

As of October 30, 2024, a total of $191,990,290 of the net proceeds from the IPO (including the Option Units) and the sale of the Private Placement Units were placed in the Trust Account.

Pro forma adjustments to reflect the exercise of the underwriters’ Over-Allotment Option and sale of the additional Private Placement Units are as follows:


	Pro forma entry
1	Cash held in Trust Account	16,990,290
	Class A ordinary shares subject to possible redemption		16,971,261
	Additional paid-in capital		19,029
	To record sale of 1,699,029 Overallotment Units at $10.00 per Unit.
2	Class A ordinary shares subject to possible redemption	339,425
	Additional paid-in capital	381
	Cash held in Trust Account		339,806
	Additional paid-in capital	666
	Class A ordinary shares subject to possible redemption	593,994
	Deferred underwriting compensation		594,660
	To record payment of cash & deferred underwriting fee on overallotment option.
3	Cash held in Trust Account	339,810
	Class A ordinary shares		3
	Additional paid-in capital		339,807
	To record the sale of private placement units at $10.00 per unit
4	Class B ordinary shares	23
	Additional paid-in capital		23
	To record forfeiture of 231,492 Class B ordinary shares.
5	Over-allotment option liability	268,690
	Change in FV of over-allotment liability		94,781
	Accumulated deficit		173,909
	To record the true up of the over-allotment option at the over-allotment close date and write-off the over-allotment option liability due to the forfeiture of the option by the underwriters.
6	Additional paid-in capital	952,448
	Class A ordinary shares subject to possible redemption		952,448
	Record accretion of ordinary shares subject to redemption an amount of $10.00 per share
7	Cash	4
	Cash held in Trust Account		4
	Record net cash amount and reconcile trust account
8	Accumulated deficit	594,659
	Additional paid-in capital		594,659
	Reclassify negative additional paid in capital to accumulated deficit

F-2

Dated: November 5, 2024

OAKTREE ACQUISITION CORP. III LIFE SCIENCES

/s/ Zaid Pardesi

Zaid Pardesi

Chief Executive Officer