Business Context and Reporting Period
Oaktree Acquisition Corp. III Life Sciences (the "Company") is a Cayman Islands exempted company formed as a blank check entity to effect a business combination with one or more life sciences businesses. The Company is an emerging growth company and a shell company. This Form 10-Q covers the quarter and six months ended June 30, 2025. The Company completed its Initial Public Offering (IPO) on October 25, 2024, and has not yet selected a specific business combination target. Operations are limited to organizational activities and the search for a target.
Key Financial Metrics
| Metric | Six Months Ended June 30, 2025 | Three Months Ended June 30, 2025 | As of June 30, 2025 |
|---|---|---|---|
| Net Income | $3,533,134 | $1,874,343 | - |
| Operating Expenses (G&A) | $714,612 | $269,810 | - |
| Interest Income (Trust Account) | $4,247,746 | $2,144,153 | - |
| Cash (Operating) | - | - | $1,385,359 |
| Cash Held in Trust Account | - | - | $197,576,768 |
| Total Assets | - | - | $199,175,668 |
| Total Liabilities | - | - | $8,137,983 |
| Working Capital | - | - | $441,907 |
| Net Income Per Share (Class A & B) | $0.14 | $0.08 | - |
Material Changes and Operational Highlights
- Trust Account Growth: Cash held in the Trust Account increased from $193,579,022 at December 31, 2024, to $197,576,768 at June 30, 2025, driven by interest earnings of $4.25 million for the six-month period.
- Redemption Value: The redemption value per Class A ordinary share subject to possible redemption increased to $10.29 as of June 30, 2025, from $10.08 at year-end 2024.
- Related Party Liabilities: Current liabilities increased due to a new "Due to related party" balance of $635,857, primarily related to administrative services fees ($150,000 for the six months) and other accrued expenses.
- Executive Change: On June 3, 2025, Courtney Conigliaro resigned as Chief Financial Officer. Thomas Sweeney was appointed as the new Chief Financial Officer effective the same date.
- Capital Structure: There were 19,199,029 Class A ordinary shares subject to possible redemption and 4,799,758 Class B ordinary shares (Founder Shares) outstanding as of June 30, 2025.
Outlook, Risks, and Contingencies
- Business Combination Deadline: The Company must complete an initial business combination within 24 months of the IPO closing (October 25, 2024), or by approximately October 25, 2026, or it will liquidate.
- Liquidity: The Company has sufficient liquidity for at least one year from the filing date, utilizing operating cash, working capital loans from the Sponsor, and permitted withdrawals of up to $250,000 annually from Trust Account interest.
- Deferred Underwriting Fees: A deferred underwriting fee of $6,719,660 is payable to underwriters solely upon the successful completion of a business combination.
- Risk Factors: The filing highlights risks associated with the Company's lack of operating history, the uncertainty of completing a business combination, and potential impacts from geopolitical conflicts (Russia/Ukraine, Israel/Hamas) and global economic conditions.
- Warrants: There are 3,956,601 warrants outstanding (Public and Private) exercisable at $11.50 per share. These will expire worthless if no business combination is completed within the 24-month period.
Investor Verification Checklist
- Verify the current status of the search for a target business and any potential letters of intent not yet disclosed.
- Confirm the Sponsor's ability to satisfy indemnification obligations if third-party claims reduce Trust Account funds below $10.00 per share.
- Monitor the timeline for the 24-month liquidation deadline and any potential extensions requiring shareholder approval.
- Review the terms of the administrative services agreement ($25,000/month) and its impact on operating cash burn.
- Assess the impact of the recent CFO transition on financial reporting and internal controls.