Oaktree Acquisition Corp.

The post-SPAC entity is aggressively expanding via M&A (Eucalyptus, YourBio, Zava, Medici) funded by convertible notes ($1.37B outstanding) and deferred payments, but profitability has deteriorated with a $178.4M net loss for H1 2026. A $62.5M legal contingency accrual and significant deferred acquisition obligations create near-term cash flow pressure.

The filing shows the de-SPAC entity is growing revenue rapidly but experiencing deteriorating profitability, with operating expenses outpacing revenue growth and a net loss of $178.4 million for H1 2026. The company also recorded $47.5 million in legal contingencies in Q2, signaling potential regulatory or litigation risk.

A $400 million receivables purchase facility converts future collections into immediate cash without adding debt to the balance sheet, which flatters reported leverage while creating an ongoing cost in the purchase discount. The purchaser can decline any offered receivable, so the liquidity is not committed in the way a revolver is. For former OAC holders it signals a business scaling working capital needs fast enough to need a facility of that size.

What is registered here is OAC's own securities converting at the Domestication rather than the shares going to Hims: 20,125,000 Class A ordinary shares underlying the IPO units and 3,773,437 Class B ordinary shares held by Oaktree Acquisition Holdings, L.P., plus 6,708,333 public warrants and 3,012,500 private placement warrants held by that same sponsor entity. Shares issuable on warrant exercise are registered at the $11.50 exercise price rather than at a market price, which is why that line carries a $111,789,580.00 aggregate offering price.

What is registered here is the SPAC's own stack converting, not the consideration paid to the target: the fee table states that the 23,898,437 share line is 20,125,000 Class A ordinary shares underlying OAC's IPO units plus 3,773,437 Class B ordinary shares held by Oaktree Acquisition Holdings, L.P., and that the 9,720,833 warrants are 6,708,333 public and 3,012,500 private placement warrants, exercisable at $11.50. The Class A shares are priced at $10.44 for fee purposes, the average of the high and low on the NYSE on October 16, 2020.

What is registered here is the SPAC's own securities being re-issued, not the consideration to the target: the 33,619,270 shares are 20,125,000 Class A ordinary shares underlying OAC's initial public offering units and 3,773,437 Class B shares held by Oaktree Acquisition Holdings, L.P., plus 9,720,833 shares underlying warrants. The registered warrants are 6,708,333 public and 3,012,500 private placement warrants, exercisable at $11.50. The fee is computed on NYSE averages of $10.44 per Class A share and $1.71 per public warrant on October 16, 2020.