Oaktree SPAC III Life Sciences Files S-1/A Amendment

TL;DR

Oaktree SPAC III Life Sciences filed an S-1/A, moving closer to a potential life sciences deal.

AI Summary

Oaktree Acquisition Corp. III Life Sciences filed an S-1/A amendment on October 18, 2024, for its registration statement. The company, incorporated in the Cayman Islands, is a blank check company focused on the life sciences sector. Its principal executive offices are located at 333 South Grand Avenue, Los Angeles, CA.

Why It Matters

This filing indicates Oaktree Acquisition Corp. III Life Sciences is continuing its process to potentially acquire a life sciences company, which could lead to significant investment and innovation in the sector.

Risk Assessment

Risk Level: medium — As a Special Purpose Acquisition Company (SPAC), its success is contingent on finding and completing a suitable acquisition, which carries inherent risks.

Key Numbers

• 333-282508 — SEC File Number (Identifies this specific registration statement)
• 241381353 — Film Number (Internal SEC processing number)

Key Players & Entities

• Oaktree Acquisition Corp. III Life Sciences (company) — Registrant
• October 18, 2024 (date) — Filing Date
• Cayman Islands (location) — Jurisdiction of Incorporation
• 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071 (address) — Principal Executive Offices
• Zaid Pardesi (person) — Agent for Service
• Christian O. Nagler, P.C. (person) — Counsel
• Peter S. Seligson, P.C. (person) — Counsel
• Mathieu Kohmann (person) — Counsel
• Kirkland & Ellis LLP (company) — Counsel

FAQ

Key Financial Figures

• $175,000,000 — BER 18, 2024 PRELIMINARY PROSPECTUS $175,000,000 Oaktree Acquisition Corp. III Life Sc
• $10.00 — ies. Each unit has an offering price of $10.00 and consists of one Class A ordinary sh
• $0.0001 — f one Class A ordinary share, par value $0.0001 and one-fifth of one redeemable warrant
• $11.50 — ne Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms
• $250,000 — irements, subject to an annual limit of $250,000 (plus the rollover of unused amounts fr
• $5,500,000 — nit, for an aggregate purchase price of $5,500,000 (or up to $6,025,000 if the underwriter
• $6,025,000 — purchase price of $5,500,000 (or up to $6,025,000 if the underwriters over-allotment opti
• $25,000 — held by our sponsor were purchased for $25,000, or approximately $0.005 per share, whi
• $0.005 — purchased for $25,000, or approximately $0.005 per share, which, as further described
• $1,500,000 — l business combination, including up to $1,500,000 of loans convertible into private place
• $7.59 — ull Exercise of Over-Allotment Option $7.59 $ 7.00 $ 3.00 $ 6.04 $ 3.96
• $7.57 — No Exercise of Over-Allotment Option $7.57 $ 6.99 $ 3.01 $ 6.02 $ 3.98
• $0.35 — 9.45 $ 165,375,000 (1) Includes $0.35 per unit, or $6,125,000 in the aggregat
• $6,125,000 — ,000 (1) Includes $0.35 per unit, or $6,125,000 in the aggregate (or $7,043,750 in the
• $7,043,750 — nit, or $6,125,000 in the aggregate (or $7,043,750 in the aggregate if the underwriters ov

Filing Documents

• d814216ds1a.htm (S-1/A) — 1907KB
• d814216dex231.htm (EX-23.1) — 2KB
• 0001193125-24-239699.txt ( ) — 1910KB

RISK FACTORS

RISK FACTORS 52 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 106

USE OF PROCEEDS

USE OF PROCEEDS 108 DIVIDEND POLICY 111

DILUTION

DILUTION 112 CAPITALIZATION 117

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 118 PROPOSED BUSINESS 123 EFFECTING OUR INITIAL BUSINESS COMBINATION 143 REDEMPTIONS IN CONNECTION 155 MANAGEMENT 164 PRINCIPAL SHAREHOLDERS 176 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 180

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 182 SECURITIES ELIGIBLE FOR FUTURE SALE 204 TAXATION 210

UNDERWRITING

UNDERWRITING 221 LEGAL MATTERS 230 EXPERTS 231 WHERE YOU CAN FIND ADDITIONAL INFORMATION 232 INDEX TO FINANCIAL STATEMENTS F-1 We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and neither we nor the underwriters take any responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. Table of Contents SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under Risk Factors and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: assets under management or AUM represent assets managed by Oaktree and a proportionate amount of the AUM reported by DoubleLine Capital LP (DoubleLine Capital) and other minority corporate investments. Oaktrees methodology for calculating AUM includes (i) the net asset value (NAV) of assets managed directly by Oaktree, (ii) the leverage on which management fees are charged, (iii) undrawn capital that Oaktree is entitled to call from investors in Oaktree funds pursuant to their capital commitments, (iv) for collateralized loan obligation vehicles (CLOs), the aggregate par value of collateral assets and principal cash, (v) for publicly-traded business development companies, gross assets (including assets acquired with leverage), net of cash, and (vi) Oaktrees pro rata portion (20%) of the AUM reported by DoubleLine Capital and other minority corporate investments. This

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View this S-1/A filing on SEC EDGAR