Item 8.01. Other Events.
On December 8, 2022, Onyx Acquisition Co. I (the "Company") filed a definitive
proxy statement (the "Definitive Proxy Statement") for the solicitation of
proxies in connection with an extraordinary general meeting of the Company's
shareholders to be held on January 12, 2023 (the "Extraordinary General
Meeting") to consider and vote on, among other proposals, the extension (the
"Extension" and such proposal, the "Extension Amendment Proposal") of the time
period the Company has to complete an initial business combination, and the
amendment of the Company's Amended and Restated Memorandum and Articles of
Association to remove the limitation that the Company shall not redeem Class A
ordinary shares included as part of the units sold in its initial public
offering (including any shares issued in exchange thereof, the "public shares")
to the extent that such redemption would cause the Company's net tangible assets
to be less than $5,000,001.
Press Release
On January 10, 2023, the Company issued a press release announcing, among other
things, (i) the postponement of the Extraordinary General Meeting(the
"Postponement") from the previously scheduled date of Thursday, January 12,
2023, at 9:30 a.m., Eastern Time, to Thursday, January 26, 2023, at 9:30 a.m.,
Eastern Time, in order to allow additional time for the Company to engage with
its shareholders, (ii) the resulting extension of the deadline from
January 10, 2023 (two business days before the Extraordinary General Meeting, as
originally scheduled) to January 24, 2023 (two business days before the
postponed Extraordinary General Meeting) for delivery of redemption requests
from the Company's shareholders in connection with the Extension Amendment
Proposal (the "Redemption Deadline Extension"), (iii) that, if the Extension
Amendment Proposal is approved, Onyx Acquisition Sponsor Co. LLC (our "Sponsor")
has agreed to deposit into the Company's trust account (the "Trust Account")
$400,000 (the "Contribution"), with such Contribution to be effected through a
loan to the Company and (iv) that the holders of the Company's outstanding Class
B ordinary shares (the "founder shares") have informed the Company that they
expect to convert all of the founder shares into Class A ordinary shares prior
to any redemption in connection with the Extension Amendment Proposal.
The press release is attached hereto as Exhibit 99.1 and incorporated by
reference herein.
Supplement to the Definitive Proxy Statement
The Company has determined to supplement the Definitive Proxy Statement as set
forth below (the "Proxy Supplement") to provide information about the
Postponement, the Redemption Deadline Extension, the proposed Contribution and
the proposed conversion of the founder shares.
There is no change to the location, the record date, or any of the other
proposals to be acted upon at the Extraordinary General Meeting.
SUPPLEMENT TO PROXY STATEMENT
OF
ONYX ACQUISITION CO. I
Dated January 10, 2023
The following disclosures in this Current Report on Form 8-K supplement, and
should be read in conjunction with, the disclosures contained in the Company's
definitive proxy statement (the "Definitive Proxy Statement"), filed with the
Securities and Exchange Commission (the "SEC") on December 8, 2022, which in
turn should be read in its entirety. To the extent the information set forth
herein differs from or updates information contained in the Definitive Proxy
Statement, the information set forth herein shall supersede or supplement the
information in the Definitive Proxy Statement. All other information in the
Definitive Proxy Statement remains unchanged.
As provided in the Definitive Proxy Statement, the Company is seeking
shareholder approval of, among other things, the extension (the "Extension" and
such proposal, the "Extension Amendment Proposal") of the time period the
Company has to complete an initial business combination from February 5, 2023 to
August 7, 2023 (such date, the "Extended Date"), and the removal from the
Company's Amended and Restated Memorandum and Articles of Association (the
"Articles") of the limitation that the Company shall not redeem Class A ordinary
shares included as part of the units sold in its initial public offering
(including any shares issued in exchange thereof, the "public shares") to the
extent that such redemption would cause the Company's net tangible assets to be
less than $5,000,001. The purpose of the supplemental disclosures is to provide
information about (i) the postponement of the Extraordinary General Meeting
related to the Definitive Proxy Statement, (ii) the resulting extension of the
deadline for delivery of redemption requests from the Company's shareholders to
the Company's transfer agent, (iii) the agreement by Onyx Acquisition Sponsor
Co. LLC (our "Sponsor") to deposit into the Company's trust account (the "Trust
Account") as a loan, $400,000, if the Extension Amendment Proposal is approved
at the Extraordinary General Meeting and (iv) the expectation that the holders
of the Company's outstanding Class B ordinary shares (the "founder shares") will
convert all of the founder shares into Class A ordinary shares of the Company,
in accordance with the terms of the Articles, prior to any redemption in
connection with the Extension Amendment Proposal.
Terms used herein, unless otherwise defined, have the meanings set forth in the
Definitive Proxy Statement.
Extraordinary General Meeting Date
On January 10, 2023, the Company issued a press release announcing that it has
determined to postpone (the "Postponement") the date of the Extraordinary
General Meeting from January 12, 2023 to January 26, 2023. As a result of this
change, the Extraordinary General Meeting will now be held at 9:30 a.m. Eastern
Time on January 26, 2023 at the offices of Kirkland & Ellis LLP, located at 609
Main Street, Suite 4700, Houston, TX 77002, and virtually via live webcast. It
can be accessed by visiting https://www.cstproxy.com/onyxacqu/2023.
Extension of Redemption Deadline
As a result of the Postponement, the previously disclosed deadline of
January 10, 2023 (two business days before the Extraordinary General Meeting)
for delivery of redemption requests from the Company's shareholders to the
Company's transfer agent has been extended to January 24, 2023 (two business
days before the postponed Extraordinary General Meeting).
Supplemental Disclosures Regarding Expected Conversion of All Founder Shares
The Definitive Proxy Statement is hereby amended and supplemented by adding the
following sentence:
"The holders of the outstanding founder shares have informed the Company that
they expect to convert all of the founder shares into Class A ordinary shares of
the Company, in accordance with the terms of the Articles, prior to any
redemption in connection with the Extension Amendment Proposal. Notwithstanding
the conversion, such holders will not be entitled to receive any monies held in
the Trust Account as a result of their ownership of any Class A ordinary
shares."
After each instance of the following existing disclosure:
"In the event of a liquidation, the holders of our founder shares, our Sponsor,
will not receive any monies held in the Trust Account as a result of its
ownership of the founder shares."
The Definitive Proxy Statement is hereby amended and supplemented by adding the
following sentence:
"The holders of the outstanding founder shares have informed the Company that
they expect to convert all of the founder shares into Class A ordinary shares of
the Company, in accordance with the terms of the Articles, prior to any
redemption in connection with the Extension Amendment Proposal."
After each instance of the following existing disclosure:
"The founder shares carry voting rights in connection with the Extension
Amendment Proposal, the Redemption Limitation Amendment Proposal and the
Adjournment Proposal, and we have been informed by our Sponsor, which holds
6,522,500 founder shares, that it intends to vote in favor of the Extension
Amendment Proposal, the Redemption Limitation Amendment Proposal and the
Adjournment Proposal."
Sponsor Contribution to Trust Account
On January 10, 2023, the Company issued a press release announcing that, if the
Extension Amendment Proposal is approved at the Extraordinary General Meeting,
our Sponsor will effect a deposit into the Trust Account of $400,000 (or
approximately $0.02 per public share, assuming no redemptions) as a loan to the
Company (the "Contribution") on January 26, 2023 (the "Contribution Date").
The Contribution will be evidenced by a non-interest bearing, unsecured
promissory note and will be repayable by the Company upon consummation of an
initial business combination. If the Company does not consummate an initial
business combination by the Extended Date, the promissory note will be repaid
only from funds held outside of the Trust Account or will be forfeited,
eliminated or otherwise forgiven. The Contribution is conditioned on the
approval of the Extension Amendment Proposal and the implementation of the
Extension.
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 date of the Extraordinary General Meeting and the
proposed Contribution. 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.
Additional Information and Where to Find It
On December 8, 2022, the Company filed the Definitive Proxy Statement with the
Securities and Exchange Commission (the "SEC") in connection with its
solicitation of proxies for the Extraordinary General Meeting. INVESTORS AND
SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE
COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security
holders will be able to obtain free copies of the Definitive Proxy Statement
(including any amendments or supplements thereto) and other documents filed with
the SEC through the web site maintained by the SEC at www.sec.gov or by
directing a request to: Onyx Acquisition Co. I, 104 5th Avenue, New York,
New York 10011.
Participants in the Solicitation
The Company and its respective directors and officers may be deemed to be
participants in the solicitation of proxies from shareholders in connection with
the Extraordinary General Meeting. Additional information regarding the identity
of these potential participants and their direct or indirect interests, by
security holdings or otherwise, is set forth in the Definitive Proxy Statement.
You may obtain free copies of these documents using the sources indicated above.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated January 10, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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