DEF 14A of Oaktree Acquisition Corp. III Life Sciences, Oct 2, 2026

DEF 14A of Oaktree Acquisition Corp. III Life Sciences

Filed Oct 2, 20260001193125-26-412601

Open on EDGAR

  1. Interests of the Sponsor and OAC’s Directors and Officers

    Interests of the Sponsor and OAC’s Directors and Officers When you consider the recommendation of the Board, OAC shareholders should be aware that aside from their interests as shareholders, the Sponsor and certain members of the Board and officers of OAC have interests that are different from, or in addition to, those of other shareholders generally. The Board was aware of and considered these interests, among other matters, in recommending to OAC shareholders that they approve the Extension Amendment Proposal. OAC shareholders should take these interests into account in deciding whether to approve the Extension Amendment Proposal:

  2. Interests of the Sponsor and OAC’s Directors and Officers

    | • | the fact that the Sponsor paid $5,839,810 for 583,981 Private Placement Units, consisting of a Class A Ordinary Share and one fifth of one warrant, with each whole warrant exercisable commencing 30 days following the closing of a Business Combination for one Class A Ordinary Share at $11.50 per share; if the Extension Amendment Proposal is not approved and we do not consummate a Business Combination by October 25, 2026, then the proceeds from the sale of the Private Placement Units will be part of the liquidating distribution to the public shareholders and the warrants held by our Sponsor will be worthless; |

  3. Interests of the Sponsor and OAC’s Directors and Officers

    | • | the fact that the Sponsor (and certain of OAC’s officers and directors who are members of the Sponsor), have invested in OAC an aggregate of $5,864,810, comprised of the $25,000 purchase price for 4,799,758 Class B Ordinary Shares and the $5,839,810 purchase price for 583,981 Private Placement Units. Assuming a trading price of $10.78 per Class A Ordinary Share (based upon the closing price of the Class A Ordinary Shares on Nasdaq on October 1, 2026), the 5,383,739 Ordinary Shares held by the Sponsor would have an implied aggregate market value of $58,036,706. Even if the trading price of the shares of Class A Ordinary Shares were as low as $1.08 per share, the aggregate market value of the Ordinary Shares alone (without taking into account the value of the Private Placement Warrants) would be approximately equal to the $5,864,810 initial investment in OAC made by the Sponsor. As a result, if a Business Combination is completed, the Sponsor is likely to be able to make a substantial profit on their investment in OAC at a time when the Class A Ordinary Shares have lost significant value. On the other hand, if the Extension Amendment Proposal is not approved and OAC liquidates without completing a Business Combination before October 25, 2026, the Sponsor will lose its entire investment in OAC; |

  4. Interests of the Sponsor and OAC’s Directors and Officers

    | • | the fact that the Initial Shareholders have agreed not to redeem any Ordinary Shares held by them in connection with a shareholder vote to approve a Business Combination or the Extension Amendment Proposal; |

  5. Interests of the Sponsor and OAC’s Directors and Officers

    | • | the fact that the Initial Shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Ordinary Shares (other than Public Shares) held by them if the Extension Amendment Proposal is not approved and OAC fails to complete a Business Combination by October 25, 2026; |

  6. Interests of the Sponsor and OAC’s Directors and Officers

    | • | the indemnification of OAC’s existing directors and officers and the liability insurance maintained by OAC; |

  7. Interests of the Sponsor and OAC’s Directors and Officers

    | • | the fact that the Sponsor and OAC’s officers and directors will lose their entire investment in OAC and may not be reimbursed for loans extended, fees due or out-of-pocket expenses if the Extension Amendment Proposal is not approved and a Business Combination is not consummated by October 25, 2026. As of the date of this proxy statement there are approximately $1,028,441 of loans extended, fees due and outstanding out-of-pocket expenses for which the Sponsor and OAC’s officers and directors are awaiting reimbursement; and |

  8. Interests of the Sponsor and OAC’s Directors and Officers

    | • | the fact that if the Trust Account is liquidated, including in the event OAC is unable to complete an initial Business Combination within the required time period, Sponsor has agreed to indemnify OAC to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser per Public Share amount as is in the Trust Account on the Termination Date, by the claims of prospective target businesses with which OAC has entered into an acquisition agreement or claims of any third party for services rendered or products sold to OAC, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account. |