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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K/A

 

CURRENT REPORT

 

Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 21, 2023

 

 

 

ONYX ACQUISITION CO. I

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-41003   98-1584432
(State or other jurisdiction of
incorporation or organization)		   (Commission File Number)   (I.R.S. Employer
Identification No.)

 

104 5th Avenue    
New York, New York   10011
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (212) 974-2844

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)

 

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Securities Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant   ONYXU   The Nasdaq Stock Market LLC
Class A Ordinary Shares included as part of the units   ONYX   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   ONYXW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 40 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

EXPLANATORY NOTE

 

This amendment (this “Amendment”) amends the Current Report on Form 8-K of Onyx Acquisition Co. I (the “Company”) filed with the U.S. Securities and Exchange Commission on July 24, 2023 (the “Prior Form 8-K”) in which the Company reported the results of the extraordinary general meeting of shareholders of the Company held on July 21, 2023 (the “Meeting”). This Amendment amends Item 8.01 of the Prior Form 8-K by updating the previous estimate of cash that will be withdrawn from the Company’s trust account (the “Trust Account”) and the per share redemption price that will be paid to shareholders who exercised their right to redeem their shares. Only the items being amended are included in this Amendment.

 

This Amendment does not amend any other item of the Prior Form 8-K or purport to provide an update or a discussion of any developments at the Company subsequent to the filing date of the Prior Form 8-K.

 

1

 

 

Item 8.01. Other Events.

 

The following is provided to correct the disclosure included under the heading “Redemptions” in Item 8.01 of the Prior Form 8-K.

 

In connection with the Meeting, holders of 2,198,202 Class A ordinary shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.83 per share, for an aggregate redemption amount of approximately $23.8 million. As a result, approximately $23,802,065 will be removed from the Trust Account to pay such holders and 2,011,826 Class A ordinary shares and 6,612,500 converted founder shares remain outstanding for a total of 8,624,326 shares outstanding.

 

Forward-Looking Statements

 

This Amendment includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the amount to be withdrawn from the Trust Account in connection with redemptions. These statements are based on current expectations on the date of this Amendment and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: July 27, 2023 ONYX ACQUISITION CO. I
     
  By: /s/ Michael Stern
  Name:   Michael Stern
  Title: Director, Chairman and
Chief Executive Officer

 

 

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v3.23.2
Cover
Jul. 21, 2023
Document Type 8-K/A
Amendment Flag true
Amendment Description This amendment (this “Amendment”) amends the Current Report on Form 8-K of Onyx Acquisition Co. I (the “Company”) filed with the U.S. Securities and Exchange Commission on July 24, 2023 (the “Prior Form 8-K”) in which the Company reported the results of the extraordinary general meeting of shareholders of the Company held on July 21, 2023 (the “Meeting”). This Amendment amends Item 8.01 of the Prior Form 8-K by updating the previous estimate of cash that will be withdrawn from the Company’s trust account (the “Trust Account”) and the per share redemption price that will be paid to shareholders who exercised their right to redeem their shares. Only the items being amended are included in this Amendment.
Document Period End Date Jul. 21, 2023
Entity File Number 001-41003
Entity Registrant Name ONYX ACQUISITION CO. I
Entity Central Index Key 0001849548
Entity Tax Identification Number 98-1584432
Entity Incorporation, State or Country Code E9
Entity Address, Address Line One 104 5th Avenue
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10011
City Area Code 212
Local Phone Number 974-2844
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant  
Title of 12(b) Security Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol ONYXU
Security Exchange Name NASDAQ
Class A Ordinary Shares included as part of the units  
Title of 12(b) Security Class A Ordinary Shares included as part of the units
Trading Symbol ONYX
Security Exchange Name NASDAQ
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  
Title of 12(b) Security 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
Trading Symbol ONYXW
Security Exchange Name NASDAQ
Onyx Acquisition Company I (NASDAQ:ONYXU)
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