PART I. FINANCIAL INFORMATION Item 1. Interim Financial Statements Unaudited condensed financial statements, including balance sheets, operations, cash flows, and key accounting notes Condensed Balance Sheets Condensed Balance Sheets | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :--------------------------------------- | :-------------------------- | :------------------ | | ASSETS | | | | Cash | $1,385,359 | $1,357,044 | | Prepaid expenses | $175,783 | $201,281 | | Long-term prepaid insurance | $37,758 | $113,275 | | Cash held in Trust Account | $197,576,768 | $193,579,022 | | TOTAL ASSETS | $199,175,668 | $195,250,622 | | LIABILITIES | | | | Accounts payable and accrued expenses | $381,554 | $535,515 | | Accrued offering costs | $90,000 | $179,984 | | Due to related party | $635,857 | — | | Promissory note - related party | $11,824 | $11,824 | | Deferred legal fee | $299,088 | $299,088 | | Deferred underwriting fee payable | $6,719,660 | $6,719,660 | | Total Liabilities | $8,137,983 | $7,746,071 | | Class A ordinary shares subject to possible redemption | $197,576,768 | $193,579,022 | | Shareholders' Deficit | $(6,539,083) | $(6,074,471) | - Total Assets increased by approximately $3.9 million from December 31, 2024, to June 30, 2025, primarily driven by an increase in cash held in the Trust Account10 - Cash held in the Trust Account increased by $3,997,746, reflecting interest earned10 Condensed Statements of Operations Condensed Statements of Operations | Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :--------------------------------------- | :------------------------------- | :----------------------------- | | General and administrative expenses | $269,810 | $714,612 | | Loss from operations | $(269,810) | $(714,612) | | Interest earned on cash held in Trust Account | $2,144,153 | $4,247,746 | | Total other income | $2,144,153 | $4,247,746 | | NET INCOME | $1,874,343 | $3,533,134 | | Basic and diluted net income per share, Class A ordinary shares | $0.08 | $0.14 | | Basic and diluted net income per share, non-redeemable Class A and B ordinary shares | $0.08 | $0.14 | - The company generated net income of $1,874,343 for the three months and $3,533,134 for the six months ended June 30, 2025, primarily driven by interest income from the Trust Account13 - Operating costs for the six months ended June 30, 2025, were $714,612, resulting in an operating loss13 Condensed Statements of Changes in Shareholders' Deficit Condensed Statements of Changes in Shareholders' Deficit | Metric | January 1, 2025 | March 31, 2025 | June 30, 2025 | | :--------------------------------------- | :-------------- | :------------- | :------------ | | Total Shareholders' Deficit | $(6,074,471) | $(6,519,273) | $(6,539,083) | | Accretion for common stock to redemption amount (3 months ended March 31, 2025) | — | $(2,103,593) | — | | Net income (3 months ended March 31, 2025) | — | $1,658,791 | — | | Accretion for common stock to redemption amount (3 months ended June 30, 2025) | — | — | $(1,894,153) | | Net income (3 months ended June 30, 2025) | — | — | $1,874,343 | - The total Shareholders' Deficit increased from $(6,074,471) at January 1, 2025, to $(6,539,083) at June 30, 2025, primarily due to accretion for common stock to redemption amount, partially offset by net income16 Condensed Statement of Cash Flows Condensed Statement of Cash Flows | Metric | Six Months Ended June 30, 2025 | | :--------------------------------------- | :----------------------------- | | Net income | $3,533,134 | | Dividend income earned on marketable securities held in Trust Account | $(4,247,746) | | Changes in operating assets and liabilities (net) | $492,927 | | Net cash used in operating activities | $(221,685) | | Cash withdrawn from Trust Account for working capital purposes | $250,000 | | Net cash provided by investing activities | $250,000 | | Net Change in Cash | $28,315 | | Cash – Beginning of period | $1,357,044 | | Cash – End of period | $1,385,359 | - Net cash used in operating activities was $(221,685) for the six months ended June 30, 2025, largely due to the exclusion of interest earned on Trust Account investments from operating cash flow19 - The company provided $250,000 in cash from investing activities by withdrawing funds from the Trust Account for working capital19 Notes to Condensed Financial Statements NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Oaktree Acquisition Corp III Life Sciences is a blank check company (SPAC) incorporated on June 28, 2024, for a business combination, with operations commencing July 15, 20242223 Initial Public Offering and Private Placement Details | Event | Date | Units/Shares | Price per Unit/Share | Gross Proceeds | | :--------------------------------------- | :----------- | :----------- | :------------------- | :------------- | | Initial Public Offering (Public Units) | Oct 25, 2024 | 17,500,000 | $10.00 | $175,000,000 | | Over-allotment Option (Public Units) | Oct 30, 2024 | 1,699,029 | $10.00 | $16,990,290 | | Private Placement Units (Sponsor) | Oct 25, 2024 | 550,000 | $10.00 | $5,500,000 | | Private Placement Units (Sponsor, over-allotment) | Oct 30, 2024 | 33,981 | $10.00 | $339,810 | | Total Proceeds in Trust Account | | | | $191,990,290 | | Total Transaction Costs | | | | $11,587,475 | - The company must complete a business combination with an aggregate fair market value of at least 80% of the net assets in the Trust Account within 24 months from the IPO closing, or it will liquidate and redeem public shares2734 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - The company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards, allowing it to adopt new standards at the same time as private companies4445 - Offering costs are allocated between Class A ordinary shares (charged to temporary equity) and Warrants (charged to shareholders' deficit) using the residual method[5
Oaktree Acquisition Corp. III Life Sciences(OACC) - 2025 Q2 - Quarterly Report