Business Context and Reporting Period
This Form 8-K is a current report filed by Oaktree Acquisition Corp. III Life Sciences on October 17, 2025. The registrant is a Cayman Islands corporation with its principal executive offices in Los Angeles, California. The filing reports a corporate governance event under Item 5.02 regarding the appointment of a new independent director.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel changes and does not contain financial statements or performance data.
Material Changes
The material change reported is the appointment of David A. Berry, MD, PhD, as an independent director of the Company. Key details include:
- Role: Appointed as a Class II director until a successor is qualified or earlier cessation.
- Committee Assignments: Appointed to the audit, nominating, and compensation committees.
- Independence: The Board determined Dr. Berry qualifies as an independent director under Nasdaq listing standards and Rule 10A-3.
- Background: Co-founder and Managing Partner of Averin Capital (since May 2025); former General Partner at Flagship Pioneering; former CEO of Valo Health, Seres Therapeutics, Axcella Health, and Evelo Biosciences.
Guidance, Outlook, and Compensation
Compensation: Dr. Berry will not be compensated by the Company for his services as a director. However, he is expected to have the opportunity to make an investment for a non-controlling minority position in Oaktree Acquisition Holdings III LS, LLC, consistent with other independent directors.
Agreements: Dr. Berry is expected to enter into a Letter Agreement and Indemnity Agreement on the same terms as other directors and officers from the initial public offering. No other arrangements or understandings regarding his appointment exist.
Outlook and Risks: The filing does not provide specific business guidance, outlook, or risk factors beyond the standard disclosure of the director appointment.
Investor Verification Checklist
- Verify Dr. Berry's independence status and potential conflicts of interest given his role as Managing Partner at Averin Capital.
- Confirm the terms of the expected minority investment in Oaktree Acquisition Holdings III LS, LLC.
- Review the executed Letter Agreement and Indemnity Agreement (Exhibits 10.4 and 10.6 referenced in the 10-K) for specific indemnification terms.
- Check for any subsequent filings regarding the Company's progress toward a de-SPAC transaction or business combination.