Oaktree Acquisition III extends deal deadline to Nov. 25

Public shareholders redeemed 11,331,102 shares for approximately $122,435,287 in connection with the extension vote.

Rhea-AI Filing Summary

Oaktree Acquisition Corp. III Life Sciences (OACC) shareholders approved an amendment extending the deadline to complete a business combination from October 25, 2026, to November 25, 2026. If requested by the sponsor, OAC may extend the deadline monthly without another shareholder vote, for an aggregate extension period of up to seven months after the original deadline, ending no later than May 25, 2027, unless a business combination closes earlier.

At the October 23, 2026 meeting, the extension proposal received 17,956,072 votes for and 802,517 against, with no abstentions. Holders representing approximately 76.3% of voting power as of September 22, 2026, were present. In connection with the vote, holders redeemed 11,331,102 public shares for approximately $122,435,287, at approximately $10.805 per share. Separately, sponsor Oaktree Acquisition Holdings III LS, LLC converted 4,798,758 Class B ordinary shares into Class A shares. After conversion, the sponsor held 5,382,739 Class A shares, including 583,981 private placement shares, and 1,000 Class B shares.

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1 major · 1 point

How the balance works

Positive

• None.

Negative

• Major point11,331,102 public shares were redeemed for approximately $122,435,287. 47% of market cap

Filing Explained

The sponsor's 4,798,758 converted Class A shares remain subject to the former Class B restrictions, including transfer limits, waived redemption rights and an obligation to vote for a business combination; the conversion did not remove those constraints.

8-K Event Classification

4 items: 3.02, 5.03, 5.07, 9.01

4 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Public Shares redeemed: 11,331,102 shares Redemption price: Approximately $10.805 per Public Share Aggregate redemption amount: Approximately $122,435,287 +4 more

7 metrics

Public Shares redeemed 11,331,102 shares In connection with the October 23, 2026 extension vote

Redemption price Approximately $10.805 per Public Share Redemptions in connection with the extension vote

Aggregate redemption amount Approximately $122,435,287 Redemptions in connection with the extension vote

Extension proposal votes for 17,956,072 votes October 23, 2026 shareholder meeting

Extension proposal votes against 802,517 votes October 23, 2026 shareholder meeting

Class B shares converted to Class A 4,798,758 shares Sponsor conversion on October 23, 2026

Sponsor's Class A holdings after conversion 5,382,739 shares Following the October 23, 2026 conversion

Key Terms

Business Combination, redemption price, quorum, Section 3(a)(9)

4 terms

Business Combination financial

"by which OAC has to consummate a Business Combination"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

redemption price financial

"for cash at a redemption price of approximately $10.805 per Public Share"

The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.

quorum regulatory

"constituting a quorum for the transaction of business"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Section 3(a)(9) regulatory

"exemption from registration provided by Section 3(a)(9)"

Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How long did OACC extend its business-combination deadline?

OACC shareholders approved an extension from October 25, 2026, to November 25, 2026. At the sponsor's request, OAC may extend monthly without another shareholder vote for up to seven months after the original deadline, ending no later than May 25, 2027, unless a business combination closes earlier.

How many OACC public shares were redeemed at the extension vote?

Holders redeemed 11,331,102 Public Shares for cash at approximately $10.805 per share, an aggregate redemption amount of approximately $122,435,287. The redemptions were in connection with the October 23, 2026 extension vote.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/26/2026 - 06:03 AM EDT Accepted by SEC EDGAR 10/26/2026 - 06:03 AM EDT Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 23, 2026

Oaktree Acquisition Corp. III Life Sciences

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42383		98-1799512
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

333 South Grand Avenue, 28th Floor Los Angeles, California		90071
(Address of principal executive offices)		(Zip Code)

+1 (213) 830-6300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeemable warrant		OACCU		The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units		OACC		The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50		OACCW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities.

On October 23, 2026, Oaktree Acquisition Corp. III Life Sciences (“OAC”) issued 4,798,758 Class A ordinary shares, par value $0.0001 per share to Oaktree Acquisition Holdings III LS, LLC, a Cayman Islands limited liability company (the “Sponsor”) upon conversion (the “Conversion”) by the Sponsor of its 4,798,758 Class B ordinary shares, par value $0.0001 per. Following the Conversion, the Sponsor is holding 5,382,739 Class A ordinary shares (including 583,981 private placement shares included in the private placement units that the Sponsor purchased from OAC in connection with OAC’s initial public offering) and 1,000 Class B ordinary shares.

The 4,798,758 Class A ordinary shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B ordinary shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in OAC’s final prospectus for its initial public offering. The issuance of Class A ordinary shares upon the Conversion was not registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.

Item 5.03 Amendments to Articles of Association or Bylaws; Change in Fiscal Year.

On October 23, 2026, OAC held an extraordinary general meeting in lieu of an annual meeting of its shareholders (the “Extension Meeting”), which was originally scheduled for October 16, 2026 and was postponed to October 23, 2026, as described in OAC’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 2, 2026 (as supplemented, the “Extension Proxy Statement”) and the additional definitive proxy materials filed with the SEC on October 16, 2026. At the Extension Meeting, OAC’s shareholders approved an amendment to OAC’s amended and restated memorandum and articles of association (the “Articles Amendment”) to extend the date (the “Termination Date”) by which OAC has to consummate a business combination (a “Business Combination”) from October 25, 2026 (the “Original Termination Date”) to November 25, 2026 (the “Articles Extension Date”) and to allow OAC, without another shareholder vote, to elect to further extend the Termination Date on a monthly basis after the Articles Extension Date, if requested by the Sponsor, for an aggregate extension period of up to seven months after the Original Termination Date, ending no later than May 25, 2027, unless the closing of a Business Combination shall have occurred prior thereto (the “Extension Amendment Proposal”). On October 23, 2026, OAC filed the Articles Amendment with the Registrar of Companies of the Cayman Islands.

The foregoing description is qualified in its entirety by reference to the Articles Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 23, 2026, OAC held the Extension Meeting to consider and vote upon the Extension Amendment Proposal and a proposal to adjourn the Extension Meeting to a later date or dates, if necessary or convenient (the “Adjournment Proposal”), each as more fully described in the Extension Proxy Statement. As there were sufficient votes to approve the Extension Amendment Proposal, the Adjournment Proposal was not presented to shareholders.

Holders of 13,958,831 Class A ordinary shares, $0.0001 par value, of OAC and 4,799,758 Class B ordinary shares, $0.0001 par value, of OAC held of record as of September 22, 2026 (the Class A ordinary shares and Class B ordinary shares voting together as one class), the record date for the Extension Meeting, entitled to vote at the Extension Meeting, were present in person or by proxy, representing approximately 76.3% of the voting power of OAC’s ordinary shares as of the record date for the Extension Meeting, and constituting a quorum for the transaction of business.

The voting results for the Extension Amendment Proposal were as follows:

The Extension Amendment Proposal

For		Against		Abstain
17,956,072		802,517		0

The Adjournment Proposal

OAC solicited proxies in favor of the Adjournment Proposal, which would have given OAC authority to adjourn the Extension Meeting to solicit additional proxies. As sufficient shares were voted in favor of the Extension Amendment Proposal, this proposal was not voted upon at the Extension Meeting.

In connection with the vote to approve the Articles Amendment, the holders of 11,331,102 Class A ordinary shares, $0.0001 par value, of OAC issued as part of the units initially sold in OAC’s initial public offering (the “Public Shares”) properly exercised their right to redeem their Public Shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.805 per Public Share, for an aggregate redemption amount of approximately $122,435,287.

3

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
3.1		Amendment to Amended and Restated Memorandum and Articles of Association.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

4

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 26, 2026

OAKTREE ACQUISITION CORP. III LIFE SCIENCES
By:		/s/ Zaid Pardesi
Name:		Zaid Pardesi
Title:		Chief Executive Officer

5

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3.1 EX-3.1 9.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 14.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 24.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 16.1 KB