Oaktree III: 13.3M shares tendered for redemption

OACC shareholders may request redemption withdrawals through its transfer agent; the extension proposal is scheduled for an October 16, 2026 meeting.

Rhea-AI Filing Summary

Oaktree Acquisition Corp. III Life Sciences (OACC) reported that holders tendered 13,326,977 Class A ordinary shares for redemption by the October 14, 2026 deadline in connection with its proposed extension of the time to complete an initial business combination. The extension proposal is scheduled for an October 16, 2026 shareholder meeting. Assuming those redemptions and the conversion described below, OAC would have 11,254,791 Class A ordinary shares and 1,000 Class B ordinary shares issued and outstanding. Shareholders may request redemption withdrawals through Continental Stock Transfer & Trust Company.

Before the extension becomes effective, Sponsor Oaktree Acquisition Holdings III LS, LLC intends to convert 4,798,758 Class B shares into the same number of Class A shares on a one-for-one basis. The converted shares would be Founder Shares, subject to the same restrictions as the former Class B shares, including transfer restrictions and an obligation to vote in favor of a Business Combination. They would not be redeemable, and the Sponsor waived the right to receive Trust Account funds for them. The conversion would not change the Sponsor’s voting power.

8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Key Figures

Class A ordinary shares tendered for redemption: 13,326,977 shares Class A ordinary shares issued and outstanding: 11,254,791 shares Class B ordinary shares issued and outstanding: 1,000 shares +3 more

6 metrics

Class A ordinary shares tendered for redemption 13,326,977 shares By the October 14, 2026 redemption deadline

Class A ordinary shares issued and outstanding 11,254,791 shares Assuming the redemptions and the described conversion

Class B ordinary shares issued and outstanding 1,000 shares Assuming the redemptions and the described conversion

Class B ordinary shares the Sponsor intends to convert 4,798,758 shares Conversion into the same number of Class A ordinary shares before the extension becomes effective

Sponsor Class A ordinary shares after conversion 5,382,739 shares Includes 583,981 private placement shares

Private placement shares included in Sponsor holdings 583,981 shares Included in the Sponsor’s Class A ordinary shares after conversion

Key Terms

Extension, Business Combination, Trust Account, Founder Shares, +1 more

5 terms

Extension technical

"proposal to extend (the “Extension”)"

An extension is an official lengthening of a deadline, time window, or contractual term — for example giving more time to file documents, complete a project, or exercise a right. Investors care because it changes when expected outcomes, obligations, or payments will happen; like moving a bill’s due date, an extension can ease short‑term pressure or delay potential gains and risks, affecting valuation and planning.

Business Combination technical

"complete an initial business combination (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.

Trust Account financial

"right to receive funds from the Trust Account"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

Founder Shares technical

"will constitute Founder Shares"

Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.

Public Shares technical

"will not be Public Shares"

FAQ

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

How many OACC shares were tendered for redemption?

13,326,977 Class A ordinary shares were tendered for redemption by October 14, 2026, the deadline for completing redemption procedures. The extension proposal is scheduled for an extraordinary general meeting on October 16, 2026.

How many shares does OACC’s sponsor intend to convert?

Oaktree Acquisition Holdings III LS, LLC intends to convert 4,798,758 Class B ordinary shares into the same number of Class A ordinary shares on a one-for-one basis before the extension becomes effective.

Can the converted OACC shares be redeemed?

The converted shares would be Founder Shares, not Public Shares, and would not be entitled to redemption. The Sponsor also waived any right to receive Trust Account funds in respect of those shares.

How can OACC shareholders withdraw a redemption request?

Shareholders may contact OAC’s transfer agent, Continental Stock Transfer & Trust Company, at spacredemptions@continentalstock.com to request withdrawal of a redemption.

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

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Units, each consisting of one Class A ordinary share, $0.0001 par value, andone-fifthof one redeemable warrant false 0002029769 0002029769 2026-10-14 2026-10-14 0002029769 us-gaap:CommonClassAMember 2026-10-14 2026-10-14 0002029769 oaccu:ClassaOrdinarySharesMember 2026-10-14 2026-10-14 0002029769 oaccu:RedeemableWarrantsMember 2026-10-14 2026-10-14

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 14, 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 7.01. Regulation FD Disclosure.

Preliminary Redemption Results

On October 2, 2026, Oaktree Acquisition Corp. III Life Sciences (“OAC”) filed a definitive proxy statement (the “Extension Proxy Statement”) for an extraordinary general meeting in lieu of annual meeting of its shareholders to be held on October 16, 2026 to consider and act upon a proposal to extend (the “Extension”) the date by which OAC must complete an initial business combination (a “Business Combination”).

As set forth in the Extension Proxy Statement, the deadline by which OAC public shareholders had to complete the procedures for electing to redeem their Class A ordinary shares, par value $0.0001 per share, of OAC (the “Class A ordinary shares”) was 5:00 p.m., Eastern Time, on October 14, 2026 (the “Redemption Deadline”). The number of Class A ordinary shares tendered for redemption prior to the Redemption Deadline was 13,326,977 Class A ordinary shares.

Assuming the redemption of 13,326,977 Class A ordinary shares and the Conversion (as defined below) of Class B ordinary shares, par value $0.0001 per share, of OAC (the “Class B ordinary shares”), as described in more detail below, OAC will have 11,254,791 Class A ordinary shares and 1,000 Class B ordinary shares issued and outstanding.

Shareholders may make a request to withdraw their redemption of Class A ordinary shares by contacting OAC’s transfer agent, Continental Stock Transfer & Trust Company, at spacredemptions@continentalstock.com.

Class B ordinary share Conversion

Prior to the effectiveness of the Extension, Oaktree Acquisition Holdings III LS, LLC, a Cayman Islands limited liability company (the “Sponsor”) intends to convert 4,798,758 Class B ordinary shares into 4,798,758 Class A ordinary shares (the “Conversion”), pursuant to Article 14 of OAC’s amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”), on a one-for-one basis. In accordance with Articles 17 and 19 thereof, the Conversion will be effected by the repurchase of such Class B ordinary shares and the application of the repurchase proceeds in paying up, at par, the Class A ordinary shares to be issued upon the Conversion. Following the Conversion, the Sponsor will hold 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 to be issued to the Sponsor upon the Conversion will be 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 a Business Combination as described in OAC’s prospectus for its initial public offering. In accordance with Article 166 of the Memorandum and Articles of Association, the Sponsor has waived any right to receive funds from the Trust Account (as defined in the Extension Proxy Statement) in respect of such Class A ordinary shares. Such Class A ordinary shares will constitute Founder Shares (as defined in the Memorandum and Articles of Association) and will not be Public Shares, and accordingly (i) will not be entitled to be redeemed and (ii) will continue to carry the rights of Founder Shares under the Memorandum and Articles of Association prior to the closing of a Business Combination, including the right to vote on the appointment of directors and on any continuation of OAC outside the Cayman Islands. As the Class A ordinary shares and Class B ordinary shares vote together as a single class, the Conversion will not change the number of votes the Sponsor may cast at a shareholder meeting.

2

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 15, 2026				OAKTREE ACQUISITION CORP. III LIFE SCIENCES
				By:		/s/ Zaid Pardesi
				Name:		Zaid Pardesi
				Title:		Chief Executive Officer

3

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.4 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 14.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 23.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 14.9 KB