Business Context and Reporting Period
Company: Oaktree Acquisition Corp. III Life Sciences (a Cayman Islands exempted company and blank check SPAC).
Reporting Period: Quarter ended March 31, 2026.
Status: The Company has not commenced operations and has not selected a specific Business Combination target. It is an emerging growth company and a shell company. The Company has until October 25, 2026, to consummate a Business Combination or face mandatory liquidation.
Key Financial Metrics
| Metric | Q1 2026 | Q1 2025 |
|---|---|---|
| Net Income | $1,394,121 | $1,658,791 |
| Operating Expenses (G&A) | $456,538 | $444,802 |
| Interest Income (Trust Account) | $1,850,659 | $2,103,593 |
| Cash (Outside Trust) | $1,276,930 | $1,281,483 |
| Cash Held in Trust Account | $203,414,191 | $201,563,532 |
| Total Assets | $204,830,388 | $203,111,772 |
| Total Liabilities | $8,642,892 | $8,318,397 |
| Working Capital Deficit | ($207,947) | N/A |
| EPS (Class A & B) | $0.06 | $0.07 |
Material Changes vs. Prior Period
- Net Income Decline: Net income decreased by approximately 16% ($264,670) compared to Q1 2025, primarily driven by a reduction in interest earned on the Trust Account ($1.85M vs. $2.10M), despite a slight increase in operating expenses.
- Trust Account Growth: The Trust Account balance increased by $1,850,659 due to accrued interest, raising the per-share redemption value from $10.50 to $10.60.
- Liquidity Position: Cash held outside the Trust Account decreased by $158,035 due to net cash used in operating activities. The Company reported a working capital deficit of $207,947 as of March 31, 2026.
- Liabilities: Current liabilities increased by $324,495, largely due to an increase in amounts due to related parties (administrative fees) and accounts payable.
Outlook, Risks, and Management Commentary
- Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern. The Company expects to incur significant costs and may need to raise additional capital through loans or investments from the Sponsor or third parties. There is no assurance such financing will be available.
- Deadline: The Company must complete a Business Combination by October 25, 2026. Failure to do so will result in mandatory liquidation and redemption of Public Shares.
- Geopolitical Risks: The filing highlights significant risks from ongoing military conflicts (Russia/Ukraine, Israel/Hamas, US/Iran/Venezuela) and trade policy changes, which could adversely affect the ability to consummate a Business Combination or access financing.
- Deferred Fees: The Company has $6,719,660 in deferred underwriting fees and $299,088 in deferred legal fees payable only upon the successful completion of a Business Combination.
- Related Party Obligations: The Company pays the Sponsor $25,000 per month for administrative services. As of March 31, 2026, $860,857 was accrued and unpaid.
Investor Verification Checklist
- Verify the Company's ability to secure additional working capital financing given the reported working capital deficit and "going concern" warning.
- Confirm the timeline for identifying a target, noting the October 25, 2026, liquidation deadline.
- Review the Sponsor's financial capacity to fulfill indemnification obligations regarding third-party claims against the Trust Account.
- Monitor the impact of geopolitical instability on the life sciences sector and potential target valuations.
- Check for any updates on the partial over-allotment option (925,971 units forfeited) and its impact on share count and dilution.