UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-42383 Oaktree Acquisition Corp. III Life Sciences (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1799512 State or othe ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42383 OAKTREE ACQUISITION CORP. III LIFE SCIENCES (Exact Name of Registrant as Specified in Its Charter) Cayman Islan ...

Financial Position - As of June 30, 2025, the company had cash of $197,576,768 held in the trust account, intended for completing a business combination [125]. - As of June 30, 2025, the company had cash of $1,385,359 outside the trust account, primarily for identifying and evaluating target businesses [126]. - Following the initial public offering and the sale of private placement units, a total of $191,990,290 was placed in the trust account after incurring transaction costs of $11,587,475 [123]. - The company has no off-balance sheet financing arrangements or long-term liabilities as of June 30, 2025 [129]. Income and Revenue - For the three months ended June 30, 2025, the company reported a net income of $1,874,343, consisting of interest earned on cash held in the trust account of $2,144,153, offset by operating costs of $269,810 [120]. - For the six months ended June 30, 2025, the company had a net income of $3,533,134, with interest earned on cash held in the trust account amounting to $4,247,746 [120]. - The company has no operating history and has not generated any revenues to date, with activities focused on organizational tasks and identifying a target company for a business combination [119]. - The company incurred significant costs in pursuit of acquisition plans and does not expect to generate operating revenues until after completing a business combination [117]. Initial Public Offering - The company completed its initial public offering on October 25, 2024, generating proceeds of $175,000,000 from the sale of 17,500,000 units at $10.00 per unit [121]. Administrative and Operational Costs - The company has agreed to pay the sponsor $25,000 per month for administrative services until the completion of the business combination [130]. Accounting and Reporting Standards - Management believes that recently issued accounting standards will not materially affect the financial statements [139]. - The FASB issued ASU 2023-07 requiring enhanced disclosures on segment expenses and performance measures, effective for fiscal years beginning after December 15, 2023 [140]. - Public entities must disclose the title and position of the chief operating officer decision maker (CODM) and how they use reported segment profit or loss in resource allocation [141]. - The Company is classified as a smaller reporting company and is not required to provide extensive market risk disclosures [142]. Equity and Shareholder Information - The Company accounts for public and private placement warrants under equity treatment, with fair value changes not recognized as long as they remain classified in equity [136]. - Public shares have a redemption feature linked to liquidation and certain amendments, classified outside of permanent equity due to non-controllable redemption provisions [137]. - Net income per ordinary share is calculated by dividing net income by the weighted average number of ordinary shares, with Class A and Class B shares sharing income and losses pro rata [138].

Washington, D.C. 20549 FORM 10-Q (MARK ONE) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Table of Contents ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42383 OAKTREE ACQUISITION CORP. III LIFE SCIENCES (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 9 ...

Investment Focus - Oaktree Acquisition Corp. III is focused on identifying business combination opportunities primarily in the healthcare or healthcare-related industries, particularly in North America, the UK, and Western Europe[26]. - The management team is focused on identifying, acquiring, and building companies in the healthcare and healthcare-related industries, including biopharmaceuticals, medical devices, diagnostics, and specialized healthcare services[53]. - The healthcare sector is expected to continue growing due to technological advancements and an aging population, with significant capital required for R&D and commercialization of new products[36]. Financial Overview - Oaktree has approximately $202 billion in assets under management as of December 31, 2024, with $18.3 billion allocated to private equity strategies[28]. - The company has $193,579,022 available for a business combination as of December 31, 2024, including $6,719,660 of deferred underwriting fees[107]. - The total funds in the trust at the closing of the initial public offering amount to $191,990,290, which will be used for the initial business combination[211]. Investment Strategy - Oaktree's Life Sciences team evaluated over 800 investment opportunities, with only 51 investments being consummated, indicating a selective investment approach[33]. - The acquisition strategy aims to leverage Oaktree's proprietary deal sourcing network, which combines industry research and relationships to identify unique business combination opportunities[54]. - Target companies are expected to have an enterprise value between $500 million and $1.5 billion, with a focus on those that are resilient to economic cycles and possess attractive cash flow profiles[60]. Management Team - The management team has prior experience with SPACs, successfully completing business combinations with Hims & Hers Health, Inc. and Alvotech Holdings S.A.[37][38]. - The management team includes experienced professionals with backgrounds in healthcare and finance, enhancing the company's ability to identify and evaluate potential targets[34]. - The management team has extensive experience in operating companies in both public and private markets, defining corporate strategy, and growing companies through strategic transactions[55]. Due Diligence and Acquisition Process - The management team plans to conduct thorough due diligence, including meetings with management, document reviews, and inspections of facilities, to evaluate prospective target businesses[61]. - The acquisition process will include obtaining an independent opinion on the fairness of any business combination with affiliated companies to mitigate potential conflicts of interest[62]. - A thorough due diligence review will be conducted for prospective target businesses, including meetings with management and document reviews[119]. Shareholder Considerations - Public shareholders can redeem Class A ordinary shares at a price of $10.00 per share upon completion of the initial business combination[137]. - A total of 6,907,646 public shares, or 35.98% of the 19,199,029 public shares sold in the initial public offering, must be voted in favor for the business combination to be approved[142]. - Shareholders holding more than 15% of public shares are restricted from seeking redemption rights without prior consent, aimed at preventing coercive redemption practices[147]. Risks and Conflicts of Interest - The company’s management team may face conflicts of interest due to their ownership of ordinary shares and private placement units following the initial public offering[63]. - Conflicts of interest may arise due to the economic interests of the sponsor and board members in the founder shares[87]. - The company may not be able to generate sufficient value from its initial business combination to overcome the dilutive impact of various factors, potentially resulting in a net loss for investors[205]. Timeline and Extensions - The company must complete its initial business combination within 24 months of its initial public offering, or it will cease operations and liquidate, redeeming public shares[195]. - The company may seek shareholder approval to extend the time to consummate its initial business combination beyond the initial 24-month period, with a maximum extension of up to 36 months[95]. - There is no limit on the number of extensions the company may seek, but it does not expect to extend beyond 36 months from the IPO closing[225]. Redemption and Liquidation - If the initial business combination is not completed, public shareholders who elected to redeem their shares will not be entitled to any pro rata share of the trust account[153]. - The per-share redemption amount upon dissolution is expected to be $10.00, but this could be reduced if claims from creditors deplete the trust account[159]. - If the company fails to complete a business combination within the required timeframe, it will cease operations and redeem public shares at a price equal to the amount in the trust account, potentially less than $10.00 per share[222].