Oaktree Acquisition Corp. III Life Sciences

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.

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

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.

Item 9.01. Financial Statements and Exhibits

3.1 Amendment to Amended and Restated Memorandum and Articles of Association.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).