0001849548 false 000 000-0000 0001849548 2023-03-01 2023-03-01 0001849548 ONYX:UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValueAndOnehalfOfOneRedeemableWarrantMember 2023-03-01 2023-03-01 0001849548 ONYX:ClassOrdinarySharesIncludedAsPartOfUnitsMember 2023-03-01 2023-03-01 0001849548 ONYX:RedeemableWarrantsIncludedAsPartOfUnitsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50Member 2023-03-01 2023-03-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

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): March 1, 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. 10011)

 

104 5th Avenue

New York, New York

  10011
(Address of principal executive officers)   (Zip 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))

 

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 405 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.

 

 

 

 

 

 

Item 8.01. Other Events.

 

On March 1, 2023, Onyx Acquisition Co. I, (the “Company”) entered into an amendment (the “UA Amendment”) to that certain Underwriting Agreement, dated November 2, 2021, by and between the Company and BTIG, LLC (“BTIG”) as representative of the several underwriters named therein (the “Underwriting Agreement”). Pursuant to the UA Amendment, subject to certain conditions, the parties agreed that the Deferred Underwriting Commission (as defined in the Underwriting Agreement) payable upon the consummation of the Company’s initial business combination would be reduced to $5,640,000.

 

This description of the UA Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the UA Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

     
10.1   Amendment to Underwriting Agreement, dated March 1, 2023, by and between the Company, BTIG, I-Bankers Securities, Inc and, solely for the limited purposes set forth therein, Onyx Acquisition Sponsor Co. LLC.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

 

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: March 3, 2023 ONYX ACQUISITION CO. I
   
  By: /s/ Michael Stern
  Name:  Michael Stern
  Title: Director, Chairman and Chief Executive Officer

 

 

2