Oaktree Acquisition Corp. III Life Sciences Files 8-K

TL;DR

Oaktree Acquisition Corp. III Life Sciences filed an 8-K detailing material agreements and equity sales.

AI Summary

Oaktree Acquisition Corp. III Life Sciences filed an 8-K on October 25, 2024, reporting on several events as of October 23, 2024. These include entering into a material definitive agreement, unregistered sales of equity securities, and amendments to its articles of incorporation or bylaws. The filing also covers other events and financial statements/exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes for Oaktree Acquisition Corp. III Life Sciences, including new agreements and equity transactions.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can carry inherent risks and require further investigation.

Key Players & Entities

• Oaktree Acquisition Corp. III Life Sciences (company) — Registrant
• October 23, 2024 (date) — Date of earliest event reported
• October 25, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeema
• $11.50 — ordinary share at an exercise price of $11.50 OACCW The Nasdaq Stock Market LLC
• $10.00 — Units were sold at an offering price of $10.00 per Public Unit, generating gross proce
• $175,000,000 — blic Unit, generating gross proceeds of $175,000,000. Further, in connection with the IPO, t
• $25,000 — d by the Company from time to time, for $25,000 per month until the earlier of the Comp
• $5,500,000 — ment Unit, generating total proceeds of $5,500,000. The Private Placement Units purchased

Filing Documents

• d847969d8k.htm (8-K) — 33KB
• d847969dex11.htm (EX-1.1) — 225KB
• d847969dex31.htm (EX-3.1) — 282KB
• d847969dex41.htm (EX-4.1) — 108KB
• d847969dex101.htm (EX-10.1) — 265KB
• d847969dex102.htm (EX-10.2) — 91KB
• d847969dex103.htm (EX-10.3) — 113KB
• d847969dex104.htm (EX-10.4) — 50KB
• d847969dex105.htm (EX-10.5) — 19KB
• d847969dex991.htm (EX-99.1) — 9KB
• g847969g1023202248508.jpg (GRAPHIC) — 6KB
• 0001193125-24-244185.txt ( ) — 1206KB

From the Filing

8-K 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 23, 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 (Registrants 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. Item1.01. Entry into a Material Definitive Agreement. On October 23, 2024, the Registration Statement on Form S-1 (File No. 333-282508) (as amended, the Registration Statement) relating to the initial public offering (the IPO) of Oaktree Acquisition Corp. III Life Sciences (the Company) was declared effective by the U.S. Securities and Exchange Commission. On October 25, 2024, the Company consummated the IPO of 17,500,000 units of the Company (the Public Units), 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 Registration Statement) (the Public Warrants). The underwriters have 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 Public Units were sold at an offering price of $10.00 per Public Unit, generating gross proceeds of $175,000,000. Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement: an Underwriting Agreement, dated October 23, 2024, among the Company and Jefferies LLC, Citigroup Global Markets Inc. and UBS Securities LLC, as representatives of the underwriters named in Schedule A therein, which contains customary representations and warranties and indemnification of the underwriters by the Company; a Private Placement Units Purchase Agreement, dated October 23, 2024, between the Company and Oaktree Acquisition Holdings III LS, LLC (the Sponsor), pursuant to which the Sponsor purchased 550,000 units in a private placement (the 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 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 Registration Statement) (the Private Placement Warrants and together with the Public Warrants, the Warrants); an Investment Management Trust Agreement, dated October 25, 2024, between the Company and Continental Stock Transfer & Trust Company, as trustee, which establishes the trust account that will hold the net proceeds of the IPO and certain of the proceeds of the sale of the Private Placement Units, and sets

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View this 8-K filing on SEC EDGAR