Oaktree Acquisition Corp III Life Sciences-A 2024年度报告

☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember31, 2024 TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from ______________ to ______________ Commission filenumber001-42383 Oaktree Acquisition Corp. III Life Sciences(Exact Name of Registrant as Specified in Its Charter) Cayman IslandsState or other jurisdiction ofincorporation or organization 98-1799512I.R.S. EmployerIdentification No. 333 South Grand Avenue, 28th FloorLos Angeles, CaliforniaAddress of Principal Executive Offices 90071Zip Code Registrant’s telephone number, including area code:+1 (213)830-6300 Securities registered pursuant to Section12(b)of the Act: Title of each classUnits, each consisting of one ClassA ordinaryshare, $0.0001 par value, andone-fifthof oneredeemable warrantClassA ordinary shares included as part of theunitsRedeemable warrants included as part of theunits, each whole warrant exercisable for oneClassA ordinary share at an exercise price of$11.50 Trading Symbol(s)OACCU Securities registered pursuant to Section12g of the Act:None Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the Act.Yes☐;No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90days.Yes☒No☐; Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-acceleratedfiler, smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” inRule12b-2of the Exchange Act. Largeacceleratedfiler☐;Non-accelerated filer☒; Acceleratedfiler☐Smallerreportingcompany☒Emerginggrowthcompany☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting fi rmthat prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined inRule12b-2of the Act).Yes☒No☐; As of June28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant’s securities were notpublicly traded. The registrant’s units (the “Units”) began trading on the Nasdaq Global Market (“Nasdaq”) on October24, 2024 and the registrant’sClassA ordinary shares, par value $0.0001 (the “ClassA ordinary shares”) and warrants included in the Units began separate trading on Nasdaq onDecember16, 2024 at the option of the holders thereof. The aggregate market value of the ordinary shares (as defined below) issued and outstanding,other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the $9.96 closing sales price for the ordinaryshares on December31, 2024, as reported on Nasdaq, was approximately $191,222,329. As of March27, 2025, there were19,783,010 ClassA ordinary shares and 4,799,758 ClassB ordinary shares, par value $0.0001 (the “ClassBordinary shares,” and together with the ClassA ordinary shares, the “ordinary shares”) were issued and outstanding. Table of Contents TABLE OF CONTENTS CERTAIN TERMSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPART IITEM 1. BUSINESSITEM 1A. RISK FACTORSITEM 1B. UNRESOLVED STAFF COMMENTSITEM 1C. CYBERSECURITYITEM 2. PROPERTIESITEM 3. LEGAL PROCEEDINGSITEM 4. MINE SAFETY DISCLOSURES PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OFEQUITY SECURITIESITEM 6. [RESERVED]ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAITEM