{"url_path":"/sec/oaccw/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/2029769/0001193125-26-221814-index.html","accession_number":"0001193125-26-221814","cik":"0002029769","ticker":"OACC","issuer_name":"Oaktree Acquisition Corp. III Life Sciences","edgar_url":"https://www.sec.gov/Archives/edgar/data/2029769/0001193125-26-221814-index.html","primary_entity_key":"0002029769","primary_entity_name":"Oaktree Acquisition Corp. III Life Sciences"},"word_count":529,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.\n\nUnregistered Sales\n\nOn July 15, 2024, Oaktree Acquisition Holdings III LS, L.P. paid $25,000 to cover for certain expenses on our behalf in exchange for issuance of 5,031,250 of our Class B ordinary shares, or approximately $0.005 per share. On September 9, 2024, in connection with its dissolution, Oaktree Acquisition Holdings III LS, L.P. transferred the 5,031,250 Class B ordinary shares to the Sponsor, and assigned all its rights and obligation under the securities subscription agreement dated July 15, 2024 to the Sponsor. Such securities were issued in connection with our organization and subsequently transferred pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the issued and outstanding shares (excluding any private placement shares included in the private placement units purchased by the Sponsor) upon completion of our initial public offering. In connection with the partial exercise on October 30, 2024 of the over-allotment option that was granted to the underwriters of our initial public offering, the Sponsor forfeited 231,492 founder shares at no cost to the Company.\n\nThe Sponsor is an accredited investor for purposes of Rule 501 of Regulation D. Each of the equity holders in the Sponsor is an accredited investor under Rule 501 of Regulation D. The sole business of Oaktree Acquisition Holdings III LS, LLC was to act as the company’s sponsor in connection with its initial public offering.\n\nThe Sponsor also purchased pursuant to a written agreement 583,981 private placement units, at a price of $10.00 per private placement unit, in connection with the closing of our initial public offering. The issuance of the private placement units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.\n\nNo underwriting discounts or commissions were paid with respect to such sales.\n\nUse of Proceeds\n\nOf the gross proceeds received from the initial public offering of our public units, $191,990,290 was placed in the Company’s trust account. Such net proceeds of the initial public offering of our public units and certain proceeds from the sale of private placement units to the Sponsor that were also deposited in the Company’s trust account may be held in cash, including in demand deposit accounts at a bank, or may be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule\n2a-7\nunder the Investment Company Act which invest only in direct U.S. government treasury obligations. In connection with our initial public offering, we paid a total of approximately $3,839,806 in upfront underwriting discounts and commissions to the underwriters of our initial public offering. In addition, the underwriters agreed to defer approximately $6,719,660 in underwriting discounts and commissions until the closing of an initial business combination.\n\nThere has been no material change in the planned use of proceeds that we described in the final prospectus relating to our initial public offering. For more information on our use of proceeds going forward, also see “"}