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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 29, 2024
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, including zip code)
(212) 974-2844
(Registrant’s telephone number, including area code)
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 Exchange 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 Exchange Act (17 CFR 240.13e-4(c)) |
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 |
|
New York Stock Exchange 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 405 of the Securities Act of 1933 (§230.405 of this chapter) or R2b-2 of the Securities Exchange
Act of 1934 (§240.12b-2).
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.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 29, 2024, Onyx Acquisition
Co. I (the “Company”) held an extraordinary general meeting of shareholders (the “Meeting”)
at which the Company’s shareholders approved a proposal to amend the Company’s amended and restated memorandum and articles
of association (the “Articles”). The proposal would extend the date by which the Company has to consummate a
business combination from February 7, 2024 to November 5, 2024 (the “Extension Amendment Proposal”). The Extension
Amendment Proposal is described in more detail in the definitive proxy statement of the Company, which was filed with the U.S. Securities
and Exchange Commission (the “SEC”) on January 16, 2024 (the “Proxy Statement”), as
supplemented to date.
The foregoing description is
qualified in its entirety by reference to the amendment to the Company’s Articles, a copy of which is attached as Exhibit 3.1 hereto
and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Meeting, holders of 8,154,909 Class A ordinary shares were present
in person, virtually over the Internet or by proxy, representing approximately 94.6% of the voting power of the Company’s ordinary
shares as of January 9, 2024, the record date for the Meeting, and constituting a quorum for the transaction of business. A summary of
the voting results at the Meeting is set forth below:
The shareholders approved the
Extension Amendment Proposal.
The voting results were as
follows:
The Extension Amendment Proposal
For |
|
Against |
|
Abstain |
8,139,293 |
|
15,177 |
|
439 |
As there were sufficient votes
to approve the above proposal, the “Adjournment Proposal” described in the Proxy Statement was not presented to shareholders.
Item 8.01. Other Events.
Redemptions
In connection with the vote to
approve the Extension Amendment Proposal, holders of 678,865 Class A ordinary shares exercised their right to redeem their shares for
cash at a redemption price of approximately $11.13 per share, for an aggregate redemption amount of approximately $7.6 million. As a result,
approximately $7,553,041 will be removed from the Trust Account to pay such holders and 1,332,961 Class A ordinary shares (excluding 6,612,500
converted founder shares) remain outstanding, for a total of 7,945,461 shares outstanding.
Forward-Looking Statements
This Current Report on Form 8-K 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 expected redemption payment.
These statements are based on current expectations on the date of this Current Report on Form 8-K 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following
exhibits are filed with this Form 8-K:
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: January 31, 2024 | ONYX ACQUISITION CO. I |
| | |
| By: | /s/ Michael Stern |
| Name: | Michael Stern |
| Title: | Director, Chairman and Chief Executive Officer |
3
Exhibit 3.1
Onyx Acquisition Co. I
(the “Company” or
“Onyx”)
EXTRACT OF MINUTES OF AN EXTRAORDINARY GENERAL
MEETING OF THE COMPANY HELD VIRTUALLY AND AT THE OFFICES OF KIRKLAND & ELLIS LLP LOCATED AT 609 MAIN STREET, HOUSTON, TEXAS 77002,
UNITED STATES OF AMERICA AND VIRTUALLY VIA LIVE WEBCAST ON 29 JANUARY 2024 AT 4:00 PM (EASTERN TIME)
The Chairman noted that the
purpose of calling the Meeting was for the Shareholders to consider and, if thought fit, approve proposals contained in the Notice and
which are set out below.
| 1. | Proposal No. 1 – The Extension Amendment Proposal |
RESOLVED, as a special resolution
THAT, effective immediately, the Memorandum and Articles be amended by:
(a) amending Article 168(a)
by deleting the following introduction of such sub- section:
“In the event that either
the Company does not consummate a Business Combination by February 7, 2024, or such later time as the Members of the Company may approve
in accordance with the Articles or a resolution of the Company’s Members is passed pursuant to the Companies Act to commence the
voluntary liquidation of the Company prior to the consummation of a Business Combination for any reason, the Company shall:”;
and replacing it with the
following:
“In the event that either
the Company does not consummate a Business Combination by November 5, 2024, or such later time as the Members of the Company may approve
in accordance with the Articles or a resolution of the Company’s Members is passed pursuant to the Companies Act to commence the
voluntary liquidation of the Company prior to the consummation of a Business Combination for any reason, the Company shall:”;
and
(b) amending Article 168(b)
by deleting the words:
“by February 7, 2024”
and replacing them with the
words:
“by November 5, 2024”.
2.1 The resolutions
referenced above were then put to the meeting.
2.2 The Chairman
declared that the resolutions referenced above were approved.
Signed as an accurate record
of the proceedings of the Meeting.
/s/ Benjamin Lerner |
|
Benjamin Lerner, Secretary of the Meeting |
|
Date: 29 January 2024 |
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