Oaktree Acquisition Corp. III Life Sciences

10-K 1 d888799d10k.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORM 10-K **

For the fiscal year ended December 31, 2024

or

For the transition period from ______________ to ______________

**Commission file number 001-42383 **

Oaktree Acquisition Corp. III Life Sciences

(Exact Name of Registrant as Specified in Its Charter)

**Registrant’s telephone number, including area code: +1 (213)830-6300 **

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

Securities registered pursuant to Section 12g of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐; No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐; No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐;

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐;

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting fi rm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐;

As of June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant’s securities were not publicly traded. The registrant’s units (the “Units”) began trading on the Nasdaq Global Market (“Nasdaq”) on October 24, 2024 and the registrant’s Class A ordinary shares, par value $0.0001 (the “Class A ordinary shares”) and warrants included in the Units began separate trading on Nasdaq on December 16, 2024 at the option of the holders thereof. The aggregate market value of the ordinary shares (as defined below) issued and outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the $9.96 closing sales price for the ordinary shares on December 31, 2024, as reported on Nasdaq, was approximately $191,222,329.

As of March 27, 2025, there were 19,783,010 Class A ordinary shares and 4,799,758 Class B ordinary shares, par value $0.0001 (the “Class B ordinary shares,” and together with the Class A ordinary shares, the “ordinary shares”) were issued and outstanding.