SEC Comment Letter 0000000000-24-011712 to Oaktree Acquisition Corp. III Life Sciences (OACC, OACCU) (CIK 0002029769) (OACC)
Oaktree Acquisition Corp. III Life Sciences (OACC, OACCU) (CIK 0002029769)
Date: Oct. 18, 2024 · CIK: 0002029769 · Accession: 0000000000-24-011712
AI Filing Summary & Sentiment
File numbers found in text: 333-282508
Letter
October 18, 2024 Zaid Pardesi Chief Executive Officer Oaktree Acquisition Corp. III Life Sciences 333 South Grand Avenue, 28th Floor Los Angeles, CA 90071 Re:Oaktree Acquisition Corp. III Life Sciences Registration Statement on Form S-1 Filed October 4, 2024 File No. 333-282508 Dear Zaid Pardesi: We have reviewed your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-1 Risk Factors We may approve an amendment or waiver of the letter agreement that would allow our sponsor..., page 97 We note the risk factor disclosure on page 97 in response to prior comment 4. Your risk factor refers to amending or waiving provisions in the letter agreement to allow members of the sponsor to transfer the membership interests in the sponsor. However, the letter agreement filed as Exhibit 10.10 does not appear to include restrictions on the members of the sponsor and does not appear to apply to the membership interests in the sponsor. We note that the agreement addresses only "Founder Shares, any Ordinary Shares underlying the Founder Shares, Private Placement Units and securities included in the Private Placement Units." Such disclosure also appears inconsistent with the disclosure on page 16 that the sponsor, in its sole discretion, may surrender, forfeit, transfer or exchange your "founder shares, private placement units 1.
October 18, 2024 Page 2 or any of our other securities held by it, including for no consideration." Please advise or revise. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Jeffrey Lewis at 202-551-6216 or Kristina Marrone at 202-551-3429 if you have questions regarding comments on the financial statements and related matters. Please contact Stacie Gorman at 202-551-3585 or Jeffrey Gabor at 202-551-2544 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Christian O. Nagler, Esq.
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October 18, 2024
Zaid Pardesi
Chief Executive Officer
Oaktree Acquisition Corp. III Life Sciences
333 South Grand Avenue, 28th Floor
Los Angeles, CA 90071
Re:Oaktree Acquisition Corp. III Life Sciences
Registration Statement on Form S-1
Filed October 4, 2024
File No. 333-282508
Dear Zaid Pardesi:
We have reviewed your registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Risk Factors
We may approve an amendment or waiver of the letter agreement that would allow our
sponsor..., page 97
We note the risk factor disclosure on page 97 in response to prior comment 4. Your
risk factor refers to amending or waiving provisions in the letter agreement to allow
members of the sponsor to transfer the membership interests in the sponsor. However,
the letter agreement filed as Exhibit 10.10 does not appear to include restrictions on
the members of the sponsor and does not appear to apply to the membership interests
in the sponsor. We note that the agreement addresses only "Founder Shares, any
Ordinary Shares underlying the Founder Shares, Private Placement Units and
securities included in the Private Placement Units." Such disclosure also appears
inconsistent with the disclosure on page 16 that the sponsor, in its sole discretion, may
surrender, forfeit, transfer or exchange your "founder shares, private placement units 1.
October 18, 2024
Page 2
or any of our other securities held by it, including for no consideration." Please advise
or revise.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Jeffrey Lewis at 202-551-6216 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related
matters. Please contact Stacie Gorman at 202-551-3585 or Jeffrey Gabor at 202-551-2544
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Christian O. Nagler, Esq.