Oaktree SPAC III Life Sciences Files S-1

TL;DR

Oaktree SPAC III Life Sciences filed S-1, gearing up for a public offering in the life sciences space.

AI Summary

Oaktree Acquisition Corp. III Life Sciences, a blank check company, filed an S-1 registration statement on October 4, 2024. The company, incorporated in the Cayman Islands, is focused on the life sciences sector and has its principal executive offices at 333 South Grand Avenue, Los Angeles, CA. The filing indicates a potential offering, though specific dollar amounts and target dates are not detailed in this excerpt.

Why It Matters

This S-1 filing signals Oaktree Acquisition Corp. III Life Sciences' intent to go public and potentially acquire a target company in the life sciences industry, impacting future investment opportunities and market dynamics.

Risk Assessment

Risk Level: medium — As a blank check company (SPAC), the risk is tied to the successful identification and acquisition of a suitable target company within a specified timeframe.

Key Numbers

• 333-282508 — SEC File Number (Identifies this specific registration statement with the SEC.)
• 20241004 — Filing Date (Date the S-1 registration statement was officially filed with the SEC.)

Key Players & Entities

• Oaktree Acquisition Corp. III Life Sciences (company) — Registrant
• Cayman Islands (jurisdiction) — Place 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) — Legal counsel
• Peter S. Seligson, P.C. (person) — Legal counsel
• Mathieu Kohmann (person) — Legal counsel
• Kirkland & Ellis LLP (company) — Legal counsel

FAQ

Key Financial Figures

• $175,000,000 — OBER 4, 2024 PRELIMINARY PROSPECTUS $175,000,000 Oaktree Acquisition Corp. III Life Sci
• $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 Table of Contents loans converti
• $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

• d814216ds1.htm (S-1) — 1912KB
• d814216dex11.htm (EX-1.1) — 221KB
• d814216dex31.htm (EX-3.1) — 251KB
• d814216dex32.htm (EX-3.2) — 292KB
• d814216dex41.htm (EX-4.1) — 18KB
• d814216dex42.htm (EX-4.2) — 17KB
• d814216dex43.htm (EX-4.3) — 23KB
• d814216dex44.htm (EX-4.4) — 105KB
• d814216dex51.htm (EX-5.1) — 16KB
• d814216dex52.htm (EX-5.2) — 39KB
• d814216dex101.htm (EX-10.1) — 86KB
• d814216dex102.htm (EX-10.2) — 109KB
• d814216dex103.htm (EX-10.3) — 39KB
• d814216dex104.htm (EX-10.4) — 99KB
• d814216dex105.htm (EX-10.5) — 18KB
• d814216dex106.htm (EX-10.6) — 23KB
• d814216dex107.htm (EX-10.7) — 13KB
• d814216dex108.htm (EX-10.8) — 44KB
• d814216dex109.htm (EX-10.9) — 15KB
• d814216dex1010.htm (EX-10.10) — 45KB
• d814216dex211.htm (EX-21.1) — 1KB
• d814216dex231.htm (EX-23.1) — 2KB
• d814216dex991.htm (EX-99.1) — 2KB
• d814216dex992.htm (EX-99.2) — 2KB
• d814216dexfilingfees.htm (EX-FILING FEES) — 28KB
• g814216g61d78.jpg (GRAPHIC) — 7KB
• g814216img001.jpg (GRAPHIC) — 14KB
• g814216img002.jpg (GRAPHIC) — 4KB
• g814216img003.jpg (GRAPHIC) — 12KB
• g814216snap1.jpg (GRAPHIC) — 4KB
• g814216snap2.jpg (GRAPHIC) — 3KB
• g814216snap3.jpg (GRAPHIC) — 3KB
• 0001193125-24-233080.txt ( ) — 3486KB

RISK FACTORS

RISK FACTORS 52 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 107

USE OF PROCEEDS

USE OF PROCEEDS 109 DIVIDEND POLICY 113

DILUTION

DILUTION 114 CAPITALIZATION 118

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 119 PROPOSED BUSINESS 124 EFFECTING OUR INITIAL BUSINESS COMBINATION 145 REDEMPTIONS IN CONNECTION 158 MANAGEMENT 167 PRINCIPAL SHAREHOLDERS 179 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 183

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 186 SECURITIES ELIGIBLE FOR FUTURE SALE 209 TAXATION 215

UNDERWRITING

UNDERWRITING 228 LEGAL MATTERS 238 EXPERTS 239 WHERE YOU CAN FIND ADDITIONAL INFORMATION 240 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. i 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.

View Full Filing

View this S-1 filing on SEC EDGAR