Overview
- TickerOACC on Nasdaq1
- IndustryBlank Checks1
- HeadquartersLos Angeles, California1
- Incorporated inCayman Islands3
- Business address333 South Grand Avenue, 28Th Floor, Los Angeles, Ca 900713
- Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company3
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We are a newly organized blank check company incorporated on June 28, 2024, as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Report as our initial business combination. To date, our efforts have been limited to organizational activities, activities related to our initial public offering and our search for an initial business combination. We have not selected any specific business combination target yet. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Financial statements
Every line of the income statement as filed: the last 1 fiscal year, latest first.2
| Period ending | 2025-12-31 |
|---|---|
| General and administrative expenses | $1.2M |
| Loss from operations | -$1.2M |
| Change in fair value of over-allotment liability | $0 |
| Interest earned on cash held in Trust Account | $8.5M |
| Total other income | $8.5M |
| Net income | $7.3M |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.2
| Period ending | 2025-12-31 | 2024-12-31 | 2024-06-30 |
|---|---|---|---|
| Cash | $1.4M | $1.4M | |
| Prepaid expenses | $113.3K | $201.3K | |
| Total current assets | $1.5M | $1.6M | |
| Long-term prepaid insurance | $0 | $113.3K | |
| Cash held in Trust Account | $201.6M | $193.6M | |
| TOTAL ASSETS | $203.1M | $195.3M | |
| Accounts payable and accrued expenses | $502.0K | $535.5K | |
| Accrued offering costs | $0 | $180.0K | |
| Due to related party | $785.9K | $0 | |
| Promissory note - related party | $11.8K | $11.8K | |
| Total current liabilities | $1.3M | $727.3K | |
| Deferred legal fees | $299.1K | $299.1K | |
| Deferred underwriting fee payable | $6.7M | $6.7M | |
| Total Liabilities | $8.3M | $7.7M | |
| Class A ordinary shares subject to possible redemption, $0.0001 par value; 19,199,029 issued and outstanding as of December 31, 2025 and 2024; at redemption value of $10.50 and $10.08 per share as of December 31, 2025 and 2024, respectively | $201.6M | $193.6M | |
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of December 31, 2025 and 2024 | $0 | $0 | |
| Additional paid-in capital | $0 | $0 | |
| Accumulated deficit | -$6.8M | -$6.1M | |
| Total Shareholders' Deficit | -$6.8M | -$6.1M | $0 |
| TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | $203.1M | $195.3M | |
| Preferred stock, par or stated value per share | $0.00 | $0.00 | |
| Preferred stock, shares authorized | 1.0M shares | 1.0M shares | |
| Preferred stock, shares issued | 0 shares | 0 shares | |
| Preferred stock, shares outstanding | 0 shares | 0 shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2024-06-30 |
|---|---|---|---|
| Cash | $1.4M | $1.4M | |
| Prepaid expenses | $113.3K | $201.3K | |
| Total current assets | $1.5M | $1.6M | |
| Long-term prepaid insurance | $0 | $113.3K | |
| Cash held in Trust Account | $201.6M | $193.6M | |
| TOTAL ASSETS | $203.1M | $195.3M | |
| Accounts payable and accrued expenses | $502.0K | $535.5K | |
| Accrued offering costs | $0 | $180.0K | |
| Due to related party | $785.9K | $0 | |
| Promissory note - related party | $11.8K | $11.8K | |
| Total current liabilities | $1.3M | $727.3K | |
| Deferred legal fees | $299.1K | $299.1K | |
| Deferred underwriting fee payable | $6.7M | $6.7M | |
| Total Liabilities | $8.3M | $7.7M | |
| Class A ordinary shares subject to possible redemption, $0.0001 par value; 19,199,029 issued and outstanding as of December 31, 2025 and 2024; at redemption value of $10.50 and $10.08 per share as of December 31, 2025 and 2024, respectively | $201.6M | $193.6M | |
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of December 31, 2025 and 2024 | $0 | $0 | |
| Additional paid-in capital | $0 | $0 | |
| Accumulated deficit | -$6.8M | -$6.1M | |
| Total Shareholders' Deficit | -$6.8M | -$6.1M | $0 |
| TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | $203.1M | $195.3M | |
| Preferred stock, par or stated value per share | $0.00 | $0.00 | |
| Preferred stock, shares authorized | 1.0M shares | 1.0M shares | |
| Preferred stock, shares issued | 0 shares | 0 shares | |
| Preferred stock, shares outstanding | 0 shares | 0 shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 1 fiscal year, latest first.2
| Period ending | 2025-12-31 |
|---|---|
| Net Income (Loss) | $7.3M |
| Interest earned on cash held in Trust Account | -$8.5M |
| Change in fair value of over-allotment liability | $0 |
| Payment of operating costs through promissory note | $0 |
| Prepaid expenses | $88.0K |
| Long Term prepaid insurance | $113.3K |
| Accounts payable and accrued expenses | -$33.5K |
| Accrued offering costs | -$180.0K |
| Due to related party | $785.9K |
| Net cash used in operating activities | -$422.1K |
| Investment of cash in Trust Account | $0 |
| Cash withdrawn from Trust Account for allowable working capital purposes | $500.0K |
| Net cash provided by investing activities | $500.0K |
| Proceeds from sale of Units, net of underwriting discounts paid | $0 |
| Proceeds from sale of Private Placement Units | $0 |
| Repayment of promissory noterelated party | $0 |
| Net cash provided by financing activities | $0 |
| Net Change in Cash | $77.9K |
| Offering costs included in accrued offering costs | $0 |
| Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $0 |
| Deferred offering costs paid through promissory noterelated party | $0 |
| Prepaid services contributed by Sponsor through promissory noterelated party | $0 |
| Deferred underwriting fee payable | $0 |
| Deferred legal fee payable | $0 |
| Forfeiture of Founder Shares | $0 |
No quarter-by-quarter statement was filed.
Compare Oaktree Acquisition Corp. III Life Sciences with another company
Corporate structure
Oaktree Acquisition Corp. III Life Sciences sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Oaktree Acquisition Corp. III Life Sciences
- Decagon Asset Management LLP Filed SCHEDULE 13G on Oaktree Acquisition Corp. III Life Sciences, latest Aug 14, 2026
- Barclays Filed SCHEDULE 13G on Oaktree Acquisition Corp. III Life Sciences, latest Aug 13, 2026 (3 filings since May 13, 2025)
- Fort Baker Capital Management LP Filed SCHEDULE 13G on Oaktree Acquisition Corp. III Life Sciences, latest May 15, 2026
- Goldman Sachs Filed SCHEDULE 13G on Oaktree Acquisition Corp. III Life Sciences, latest May 11, 2026 (3 filings since May 9, 2025)
- MILLENNIUM MANAGEMENT LLC Filed SCHEDULE 13G/A on Oaktree Acquisition Corp. III Life Sciences, latest Jul 15, 2025 (2 filings since Oct 30, 2024)
- AQR CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G/A on Oaktree Acquisition Corp. III Life Sciences, latest May 14, 2025 (2 filings since Nov 7, 2024)
- HEALTHCARE OF ONTARIO PENSION PLAN TRUST FUND Filed SCHEDULE 13G/A on Oaktree Acquisition Corp. III Life Sciences, latest May 14, 2025 (2 filings since Feb 14, 2025)
- Oaktree Acquisition Holdings III LS, LLC Filed SCHEDULE 13G on Oaktree Acquisition Corp. III Life Sciences, latest Feb 12, 2025
- Oaktree Acquisition Corp. III Life Sciences Los Angeles, California
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Oaktree Acquisition Corp. III Life Sciences reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Investments
Properties, in its own words
We currently maintain our executive offices at 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071. The cost for our use of this space is included in the $25,000 per month fee we pay to our sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations.
Item 2 of the 10-K filed Mar 26, 2026.4
Leadership
Who has led Oaktree Acquisition Corp. III Life Sciences, and when. Pick a name to see everywhere that person has worked.
Chief executive
Chief financial officer
Chief operating officer
- Chief executive officerZaid Pardesi Oct 23, 2024 to now9
- Chief financial officerCourtney Conigliaro Oct 23, 2024 to now10
- Chief operating officerMathew Pendo Oct 23, 2024 to now11
Board members and other officers (4)
- Board memberAlvin Shih Oct 23, 2024 to now12
- Board memberAman Kumar Oct 23, 2024 to now13
- Board memberJohn B. Frank Oct 23, 2024 to now14
- Board memberPaul M. Meister Oct 23, 2024 to now15
Timeline
- Oct 15, 20268-K Regulation FD disclosure16
- Oct 29, 20258-K Executive or director change17
- Oct 17, 20258-K Executive or director change18
- Jun 6, 20258-K Executive or director change19
- Jan 7, 20258-K Executive or director change20
- Dec 11, 20248-K Other events21
- Nov 5, 20248-K Unregistered sale of shares; Other events22
- Oct 31, 20248-K Other events23
- Oct 25, 20248-K Entered a material agreement; Unregistered sale of shares; Bylaws or fiscal year changed24
- Oct 23, 2024New chief executive Zaid Pardesi becomes CEO9
Filings
62 filings to the SEC since October 2021: 2 annual reports, 5 quarterly reports, 9 major events, 12 insider forms, 15 large holders, 19 other. The latest 20:
- Oct 15, 2026DEFA14A EDGAR
- Oct 15, 20268-K EDGAR
- Oct 2, 2026DEF 14A EDGAR
- Sep 21, 2026PRE 14A EDGAR
- Aug 14, 2026SCHEDULE 13G EDGAR
- Aug 13, 2026SCHEDULE 13G EDGAR
- Aug 12, 202610-Q EDGAR
- May 15, 2026SCHEDULE 13G EDGAR
- May 13, 202610-Q EDGAR
- May 11, 2026SCHEDULE 13G EDGAR
- Mar 26, 202610-K EDGAR
- Feb 11, 2026SCHEDULE 13G/A EDGAR
- Nov 13, 202510-Q EDGAR
- Oct 29, 20253 EDGAR
- Oct 29, 20258-K EDGAR
- Oct 22, 20253 EDGAR
- Oct 17, 20258-K EDGAR
- Aug 12, 202510-Q EDGAR
- Aug 12, 2025SCHEDULE 13G/A EDGAR
- Jul 15, 2025SCHEDULE 13G/A EDGAR
The 62 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Decagon Asset Management LLPSCHEDULE 13G, 1 filing Aug 14, 202625
- BarclaysSCHEDULE 13G, 3 filings May 13, 2025 to Aug 13, 202626
- Fort Baker Capital Management LPSCHEDULE 13G, 1 filing May 15, 202627
- Goldman SachsSCHEDULE 13G, 3 filings May 9, 2025 to May 11, 202628
- MILLENNIUM MANAGEMENT LLCSCHEDULE 13G/A, 2 filings Oct 30, 2024 to Jul 15, 202529
- AQR CAPITAL MANAGEMENT LLCSCHEDULE 13G/A, 2 filings Nov 7, 2024 to May 14, 202530
- HEALTHCARE OF ONTARIO PENSION PLAN TRUST FUNDSCHEDULE 13G/A, 2 filings Feb 14, 2025 to May 14, 202531
- Oaktree Acquisition Holdings III LS, LLCSCHEDULE 13G, 1 filing Feb 12, 202532
SEC filer profile
How Oaktree Acquisition Corp. III Life Sciences is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGAROaktree Acquisition Corp. III Life Sciences1
- CIK0002029769
- Employer ID (EIN)98-17995124
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company4
- Incorporated inKentucky4
- Fiscal year endsDecember 311
- Industry code (SIC)6770 Blank Checks1
- SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
- Business address333 South Grand Avenue, 28Th Floor, Los Angeles, CA 900711
- Phone213-830-63001
- Shares outstanding19,783,010 Common Class A shares; 4,799,758 Common Class B shares as of Mar 26, 20264
- Public float$200.6M as of Dec 31, 20254
- AuditorWithumSmith+Brown, PC, New York, New York PCAOB ID 100; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceAug 7, 20241
- Filings62 in all: 3 (11), 8-K (9), SCHEDULE 13G (8), 10-Q (5), SCHEDULE 13G/A (5), CORRESP (4), UPLOAD (3), 10-K (2)1
All 22 form types
SC 13G (2), 4 (1), 424B4 (1), 8-A12B (1), CERT (1), DEF 14A (1), DEFA14A (1), DRS (1), DRS/A (1), DRSLTR (1), EFFECT (1), PRE 14A (1), S-1 (1), S-1/A (1)
- Latest filingsAnnual report (10-K) Mar 26, 2026
Quarterly report (10-Q) Aug 12, 2026
Proxy statement (DEF 14A) Oct 2, 2026
Latest 8-K (8-K) Oct 15, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| 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 |
From the cover page of the 10-K filed Mar 26, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks Oaktree Acquisition Corp. III Life Sciences names in Item 1A of its 10-K filed Mar 26, 2026: 78 risks under these headings, as written.4
- Risks Relating to our Search for, and Consummation of, or Inability to Consummate, a Business Combination
- Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination.
- Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
- If we seek shareholder approval of our initial business combination, our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.
- You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
- The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
- The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.
- The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
- The requirement that we consummate an initial business combination within 24 months after the closing of our initial public offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
- The nominal purchase price paid by our sponsor for the founder shares may significantly dilute the implied value of your public shares in the event we consummate an initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our Class A ordinary shares to materially decline.
- We may not be able to consummate an initial business combination within 24 months after the closing of our initial public offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.
- We may decide not to extend the term we have to consummate our initial business combination, in which case we would redeem our public shares.
The other 66 risks
- If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares or warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or warrants.
- If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
- As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.
- Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
- If the net proceeds of our initial public offering and the sale of the private placement units not being held in the trust account and funds from our permitted withdrawals are insufficient to allow us to operate for the 24 months following the closing of our initial public offering, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on permitted withdrawals and loans from our sponsor or management team to fund our search and to complete our initial business combination.
- We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.
- Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
- We may not hold an annual meeting of shareholders until after the consummation of our initial business combination.
- We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.
- Our sponsor may receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.
- We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our shareholders do not agree.
- In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments. We may seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.
- Our sponsor controls a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.
- After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal rights.
- Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.
- If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share.
- Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.
- If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.
- If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
- Holders of Class A ordinary shares will not be entitled to vote on any appointment of directors we hold prior to the completion of our initial business combination and will also not be able to vote on our continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination.
- Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.
- Because we intend to seek a business combination with a target business in the healthcare industry, we expect our future operations to be subject to risks associated with this industry.
- Although we have identified general criteria that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria.
- We are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.
- We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.
- We may issue shares to investors in connection with our initial business combination at a price which is less than $10.00 or the prevailing market price of our shares at that time, which could dilute the interests of our existing shareholders and add costs.
- Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
- Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.
- We may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact the value of our shareholders’ investment in us.
- We may issue notes or other debt, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.
- We may only be able to complete one business combination with the proceeds of our initial public offering and the sale of the private placement units, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.
- We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
- We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
- Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.
- If we do not consummate an initial business combination within 24 months from the closing of our initial public offering, our public shareholders may be forced to wait beyond such 24 months before redemption from our trust account.
- We may not be able to complete a business combination with certain potential target companies if a proposed transaction with the target company may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations.
- If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
- Changes to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications may adversely affect our business, including our ability to negotiate and complete our initial business combination.
- Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by difficult market and geopolitical conditions.
- Macro-economic turbulence and instability relating to recent and ongoing global conflicts and other drivers of uncertainty may adversely affect our business, investments and results of operations and our ability to successfully consummate a business combination.
- We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. If we do not complete our initial business combination, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account.
- Risks Relating to our Securities
- The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share.
- If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our public shares sold in our initial public offering, you will lose the ability to redeem all such shares in excess of 15% of our public shares.
- Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
- A market for our securities may not develop or be sustained, which would adversely affect the liquidity and price of our securities.
- Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.
- Our amended and restated memorandum and articles of association provide that the courts of the Cayman Islands will be the exclusive forums for certain disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for complaints against us or our directors, officers or employees.
- Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.
- The increase in, or persistency of, inflation in the United States and elsewhere could make it more difficult for us to complete our initial business combination.
- The grant of registration rights to our sponsor may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.
- Risks Relating to our Sponsor and Management Team
- We are dependent upon our executive officers and directors and their loss, or a reduction in the amount of time they can dedicate to our initial business combination, could adversely affect our ability to operate.
- Our ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
- Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
- The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.
- Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
- Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
- Certain of our officers and directors have or will have direct and indirect economic interests in us and/or our sponsor after the consummation of our initial public offering and such interests may potentially conflict with those of our public shareholders as we evaluate and decide whether to recommend a potential business combination to our public shareholders.
- Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
- We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, executive officers, directors or sponsor which may raise potential conflicts of interest.
- Our management may not be able to maintain control of a target business after our initial business combination. Upon the loss of control of a target business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business.
- Since our sponsor, executive officers and directors may lose their entire investment in us (other than with respect to public shares they may acquire after our initial public offering) if our initial business combination is not completed and no liquidating distributions from assets outside the trust account are available, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
- We may not have sufficient funds to satisfy indemnification claims of our sponsor, Oaktree, directors and officers.
- We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then-outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.
- We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
- Our management’s ability to require holders of our public warrants to exercise such public warrants on a cashless basis will cause holders to receive fewer Class A ordinary shares upon their exercise of the public warrants than they would have received had they been able to exercise their public warrants for cash.
- Our warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.
Legal proceedings
There is no material litigation currently pending or, to the knowledge of our management, contemplated against us, any of our officers or directors in their capacity as such or against any of our property.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 12SEC EDGARAlvin Shih, Board member
- 13SEC EDGARAman Kumar, Board member
- 14SEC EDGARJohn B. Frank, Board member
- 15SEC EDGARPaul M. Meister, Board member
- 16SEC EDGARRegulation FD disclosure
- 17SEC EDGARExecutive or director change
- 18SEC EDGARExecutive or director change
- 19SEC EDGARExecutive or director change
- 20SEC EDGARExecutive or director change
- 21SEC EDGAROther events
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- 23SEC EDGAROther events
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