Unless otherwise stated in this Annual Report on Form 10-K (this “Report”), 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. Oaktree’s 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) Oaktree’s pro rata portion (20%) of the AUM reported by DoubleLine Capital and other minority corporate investments. This calculation of AUM is not based on the definitions of AUM that may be set forth in agreements governing the investment funds, vehicles or accounts managed and is not calculated pursuant to regulatory definitions; |
| • | “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; |
| • | “Company,” “we,” “us,” “our,” or “our Company” are to Oaktree Acquisition Corp. III Life Sciences, a Cayman Islands exempted company; |
| • | “Excise Tax” shall mean the 1% U.S. federal excise tax that was implemented by the Inflation Reduction Act of 2022; |
| • | “founders” are to Aman Kumar, Zaid Pardesi and Mathew Pendo, senior investment professionals of Oaktree; |
| • | “founder shares” are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to our initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein (for the avoidance of doubt, such Class A ordinary shares are not “public shares” with redemption rights); |
| • | “initial public offering” are to the Company’s initial public offering of units, including any units sold in connection with the partially exercised over-allotment option granted to the underwriters of the Company’s initial public offering; |
| • | “management” or “our management team” are to our executive officers and directors; |
| • | “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares; |
| • | “Oaktree” are to Oaktree Capital Management, L.P., an affiliate of our sponsor, and its affiliates where applicable; |
| • | “permitted withdrawals” means amounts withdrawn or eligible to be withdrawn to fund our working capital requirements, subject to an annual limit of $250,000 (plus the rollover of unused amounts from prior years), and/or to pay our taxes (any withdrawals to pay for our taxes (which shall exclude the Excise Tax if any is imposed on us) shall not be subject to the $250,000 annual limitation described in the foregoing), such withdrawals can only be made from interest earned on the funds held in the trust account and not from the principal held in the trust account; |
| • | “private placement units” are to the private placement units issued to our sponsor in a private placement in connection with the closing of our initial public offering (which private placement units are identical to the public units sold in our initial public offering, subject to certain limited exceptions as described in this Report), or upon conversion of working capital loans, as further described in this Report; |
| • | “private placement shares” are to the Class A ordinary shares underlying the private placement units issued to our sponsor in a private placement in connection with the closing of our initial public offering, or upon conversion of working capital loans, as further described in this Report (such Class A ordinary shares delivered upon conversion shall not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination); |
| • | “private placement warrants” are to the non-redeemable warrants underlying the private placement units issued to our sponsor in a private placement in connection with the closing of our initial public offering, or upon conversion of working capital loans, as further described in this Report; |
| • | “public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares; |
| • | “public shares” are to our Class A ordinary shares sold as part of the public units in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market); |
| • | “public units” are to the units sold at $10.00 per unit in the Company’s initial public offering (whether they are purchased in the Company’s initial public offering or thereafter in the open market, including units that may be acquired by our sponsor or its affiliates in the open market following our initial public offering), each unit consisting of one public share and one-fifth of one public warrant; |
| • | “public warrants” are to the redeemable warrants sold as part of the public units in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market, including warrants that may be acquired by our sponsor or its affiliates in the open market following our initial public offering); |
| • | “SEC” are to the U.S. Securities and Exchange Commission; |
| • | “sponsor” are to Oaktree Acquisition Holdings III LS, LLC, a Cayman Islands limited liability company acting by its managing member from time to time, being Oaktree Acquisition Holdings III LS GP, Ltd. as of the date of this Report; and |
| • | “warrants” are to our redeemable public warrants and non-redeemable private placement warrants, as further described in this Report. |
