|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Oaktree Acquisition Corp. III Life Sciences (Name of Issuer) |
Class A ordinary shares, par value $0.0001 (Title of Class of Securities) |
G6717R104 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | G6717R104 |
| 1 | Names of Reporting Persons
Oaktree Acquisition Holdings III LS, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,500,535.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
22.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) 5,500,535 includes (i) 4,799,758 Class A ordinary shares issuable upon conversion of 4,799,758 Class B ordinary shares (together with the Class A ordinary shares, the "Ordinary Shares"), (ii) 583,981 Class A ordinary shares that are included in 583,981 private placement units (the "Private Placement Units"), and (iii) 116,796 Class A ordinary shares issuable upon an exercise for cash of 116,796 private placement warrants (the "Private Placement Warrants"), which are also included in the Private Placement Units.
(2) 22.3% is calculated by using a denominator that is equal to (i) 19,199,029 Class A ordinary shares included in the issued and outstanding publicly held units of the issuer, (ii) 583,981 Class A ordinary shares included in the issued and outstanding Private Placement Units, (iii) 4,799,758 Class A ordinary shares issuable upon conversion of 4,799,758 Class B ordinary shares held by Holdings (as defined below), plus (iv) 116,796 Class A ordinary shares issuable upon an exercise for cash of 116,796 Private Placement Warrants.
SCHEDULE 13G
|
| CUSIP No. | G6717R104 |
| 1 | Names of Reporting Persons
Oaktree Acquisition Holdings III LS GP, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,500,535.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
22.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) 5,500,535 includes (i) 4,799,758 Class A ordinary shares issuable upon conversion of 4,799,758 Class B ordinary shares, (ii) 583,981 Class A ordinary shares that are included in 583,981 Private Placement Units, and (iii) 116,796 Class A ordinary shares issuable upon an exercise for cash of 116,796 Private Placement Warrants, which are also included in the Private Placement Units.
(2) 22.3% is calculated by using a denominator that is equal to (i) 19,199,029 Class A ordinary shares included in the issued and outstanding publicly held units of the issuer, (ii) 583,981 Class A ordinary shares included in the issued and outstanding Private Placement Units, (iii) 4,799,758 Class A ordinary shares issuable upon conversion of 4,799,758 Class B ordinary shares held by Holdings, plus (iv) 116,796 Class A ordinary shares issuable upon an exercise for cash of 116,796 Private Placement Warrants.
SCHEDULE 13G
|
| CUSIP No. | G6717R104 |
| 1 | Names of Reporting Persons
Oaktree Capital Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,500,535.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
22.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) 5,500,535 includes (i) 4,799,758 Class A ordinary shares issuable upon conversion of 4,799,758 Class B ordinary shares, (ii) 583,981 Class A ordinary shares that are included in 583,981 Private Placement Units, and (iii) 116,796 Class A ordinary shares issuable upon an exercise for cash of 116,796 Private Placement Warrants, which are also included in the Private Placement Units.
(2) 22.3% is calculated by using a denominator that is equal to (i) 19,199,029 Class A ordinary shares included in the issued and outstanding publicly held units of the issuer, (ii) 583,981 Class A ordinary shares included in the issued and outstanding Private Placement Units, (iii) 4,799,758 Class A ordinary shares issuable upon conversion of 4,799,758 Class B ordinary shares held by Holdings, plus (iv) 116,796 Class A ordinary shares issuable upon an exercise for cash of 116,796 Private Placement Warrants.
SCHEDULE 13G
|
| CUSIP No. | G6717R104 |
| 1 | Names of Reporting Persons
Oaktree Capital Group Holdings GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,500,535.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
22.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) 5,500,535 includes (i) 4,799,758 Class A ordinary shares issuable upon conversion of 4,799,758 Class B ordinary shares, (ii) 583,981 Class A ordinary shares that are included in 583,981 Private Placement Units, and (iii) 116,796 Class A ordinary shares issuable upon an exercise for cash of 116,796 Private Placement Warrants, which are also included in the Private Placement Units.
(2) 22.3% is calculated by using a denominator that is equal to (i) 19,199,029 Class A ordinary shares included in the issued and outstanding publicly held units of the issuer, (ii) 583,981 Class A ordinary shares included in the issued and outstanding Private Placement Units, (iii) 4,799,758 Class A ordinary shares issuable upon conversion of 4,799,758 Class B ordinary shares held by Holdings, plus (iv) 116,796 Class A ordinary shares issuable upon an exercise for cash of 116,796 Private Placement Warrants.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Oaktree Acquisition Corp. III Life Sciences | |
| (b) | Address of issuer's principal executive offices:
333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
1. Oaktree Acquisition Holdings III LS, LLC ("Holdings");
2. Oaktree Acquisition Holdings III LS GP, Ltd. (the "Holdings GP");
3. Oaktree Capital Holdings, LLC ("OCH"); and
4. Oaktree Capital Group Holdings GP, LLC ("OCGH GP"). | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of Holdings, Holdings GP, OCH and OCGH GP is 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071. | |
| (c) | Citizenship:
See responses to Item 4 on each of the cover pages. | |
| (d) | Title of class of securities:
Class A ordinary shares, par value $0.0001 | |
| (e) | CUSIP No.:
G6717R104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See responses to Item 9 on each cover page.
As of December 31, 2024, Holdings directly holds 4,799,758 Class B ordinary shares, 583,981 Class A ordinary shares included in 583,981 Private Placement Units and 116,796 Private Placement Warrants (which represent a right to acquire an equivalent number of Class A ordinary shares if they are exercised for cash, subject to adjustments), representing in the aggregate, beneficial ownership of 22.3% of the issuer's Ordinary Shares, based on 19,199,029 publicly held Class A ordinary shares, 583,981 Class A ordinary shares included in 583,981 Private Placement Units held by Holdings, 116,796 Class A ordinary shares issuable upon an exercise for cash of 116,796 Private Placement Warrants included in the 583,981 Private Placement Units held by Holdings, and 4,799,758 Class B ordinary shares held by Holdings. The Class B ordinary shares are automatically convertible into Class A ordinary shares at the time of the issuer's initial business combination on a one-for-one basis or earlier at the option of the holder, subject to adjustments. Each whole Private Placement Warrant is non-redeemable by the issuer, exercisable to purchase one Class A ordinary share at $11.50 (subject to adjustments) or can be exercised on a cashless basis and will become exercisable 30 days after the completion of the issuer's initial business combination. The Private Placement Warrants expire five years after the completion of the issuer's initial business combination or earlier upon redemption or liquidation of the issuer.
The managing member of Holdings is Holdings GP. The director of Holdings GP is Oaktree Capital Management, L.P., whose general partner is Oaktree Capital Management GP, LLC. The sole managing member of Oaktree Capital Management GP, LLC is OCH. The direct owner of all of the Class B units of OCH is Oaktree Capital Group Holdings, L.P, whose general partner is OCGH GP. As a result of such relationships, each of the foregoing (collectively, the "Oaktree Parties") may be deemed to beneficially own the reported securities but, pursuant to Rule 13d-4 of the Act, the Oaktree Parties declare that filing this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act, the beneficial owner of any securities covered by this statement.
| |
| (b) | Percent of class:
See responses to Item 11 on each cover page.
Calculated based on (i) 19,199,029 Class A ordinary shares included in the issued and outstanding publicly held units of the issuer, (ii) 583,981 Class A ordinary shares included in the issued and outstanding Private Placement Units held by Holdings, (iii) 4,799,758 Class A ordinary shares issuable upon conversion of 4,799,758 Class B ordinary shares held by Holdings, and (iv) 116,796 Class A ordinary shares issuable upon an exercise for cash of 116,796 Private Placement Warrants. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Information
|
Exhibit No. Description
Exhibit 1 Joint Filing Agreement, dated as of February 12, 2025, by and among Oaktree Acquisition Holdings III LS, LLC, Oaktree Acquisition Holdings III LS GP, Ltd., Oaktree Capital Holdings, LLC and Oaktree Capital Group Holdings GP, LLC.
|