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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): August 13, 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) |
|
(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 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
1.01. Entry into a Material Definitive Agreement.
The disclosure
contained in Item 2.03 is incorporated by reference in this Item 1.01.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
August 13, 2024, Onyx Acquisition Co. I (the “Company”) issued an amended and restated promissory note (the
“Restated Note”) in an aggregate principal amount of up to $2,270,000 to Onyx
Acquisition Sponsor Co. LLC (the “Sponsor”). The Restated Note amends, restates, replaces and supersedes
that certain promissory note dated November 3, 2023, in the principal amount of up to $1,470,000, executed by the Company in favor of
the Sponsor. The Restated Note may be drawn down by the Company from time to time prior to the consummation of the Company’s initial
merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with
one or more businesses or entities (the “Business Combination”). The Note does not bear interest, matures on
the date of consummation the Business Combination and is subject to customary events of default. The Restated Note will be repaid only
to the extent that the Company has funds available to it outside of its trust account established in connection with its initial public
offering.
The
foregoing description of the Restated Note is qualified in its entirety by reference to the full text of the Restated Note, a copy of
which is filed herewith as Exhibit 10.1 hereto and incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits. The following exhibits are filed with this Form 8-K:
| * | Certain
of the schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5)
of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC
upon request. |
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: August 16, 2024 |
ONYX ACQUISITION CO. I |
|
|
|
|
By: |
/s/ Michael Stern |
|
Name: |
Michael Stern |
|
Title: |
Director, Chairman and Chief Executive Officer |
2
Exhibit 10.1
THIS AMENDED & RESTATED PROMISSORY NOTE (“NOTE”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR
INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDED & RESTATED PROMISSORY NOTE
Principal Amount: up to $2,270,000 |
Dated as of August 13, 2024 |
(as set forth on the Schedule of Borrowings attached hereto) |
|
Onyx Acquisition Co. I, a
Cayman Islands exempted company and blank check company (the “Maker”), promises to pay to the order of Onyx Acquisition
Sponsor Co. LLC, a Cayman Islands limited liability company, or its registered assigns or successors in interest (the “Payee”),
or order, the principal sum of up to two million two hundred seventy thousand U.S. dollars ($2,270,000) (as set forth on the Schedule
of Borrowings attached hereto) in lawful money of the United States of America, on the terms and conditions described below. All payments
on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account
as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal.
The principal balance of this Note shall be repayable on the consummation of the Maker’s initial merger, share exchange, asset acquisition,
stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business
Combination”). The Payee understands that if a Business Combination is not consummated, this Note will be repaid solely to the
extent that the Maker has funds available to it outside of its trust account established in connection with its initial public offering
of its securities (the “Trust Account”), and that all other amounts will be contributed to capital, forfeited, eliminated
or otherwise forgiven or eliminated. The principal balance may be prepaid at any time. Under no circumstances shall any individual, including
but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities
of the Maker hereunder.
2. Interest. No interest shall accrue on the unpaid principal balance of this Note.
3. Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this
Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to
the reduction of the unpaid principal balance of this Note.
4. Events of Default. The following shall
constitute an event of default (“Event of Default”):
(a) Failure
to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of
the date specified above.
(b) Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for
the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action
by Maker in furtherance of any of the foregoing.
(c) Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an
involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation
of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
5. Remedies.
(a) Upon
the occurrence of an Event of Default specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare this Note to be
due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become
immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived,
anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon
the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of this Note, and all other sums
payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part
of Payee.
6. Waivers.
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest,
and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the
terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or
personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing
for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate
that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any
such writ in whole or in part in any order desired by Payee.
7. Unconditional Liability.
Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment
of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not
be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and
consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment
or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without
notice to Maker or affecting Maker’s liability hereunder.
8. Notices.
All notices, statements or other documents which are required or contemplated by this Note shall be made: in writing and delivered (i)
personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the
address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number
as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such
party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted
shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation,
if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days
after mailing if sent by mail.
9. Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW
PROVISIONS THEREOF.
10. Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
11. Trust
Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any
kind (“Claim”) in or to any monies in, or any distribution of or from, the Trust Account, and hereby agrees not to
seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Payee hereby
agrees not to make any Claim against the Trust Account (including any distributions therefrom), regardless of whether such Claim arises
as a result of, in connection with or relating in any way to, this Note, or any other matter, and regardless of whether such Claim arises
based on contract, tort, equity or any other theory of legal liability. To the extent the Payee commences any action or proceeding based
upon, in connection with, relating to or arising out of any matter relating to the Maker (including this Note), which proceeding seeks,
in whole or in part, monetary relief against the Maker, the Payee hereby acknowledges and agrees that its sole remedy shall be against
funds held outside of the Trust Account and that such Claim shall not permit the Maker (or any person claiming on its behalf or in lieu
of it) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.
12. Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and
the Payee.
13. Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or
otherwise) without the prior written consent of the other party hereto and any attempted assignment
without the required consent shall be void.
14. Amendment
and Restatement. This Note amends, restates, supersedes and replaces in its entirety that certain Amended and Restated Promissory
Note made by Maker, dated as of November 3, 2023, payable to the Payee in the stated principal amount of one million four hundred seventy
thousand U.S. dollars ($1,470,000) (the “Prior Note”). This Note does not, however, evidence or effect a refinancing
or novation of all or any portion of Maker’s obligations under the Prior Note or a waiver of Maker’s obligations to repay
Payee under the Prior Note.
[Signature page follows]
IN WITNESS WHEREOF, Maker, intending to
be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
|
Onyx Acquisition Co. I |
|
a Cayman Islands exempted company |
|
|
|
By: |
/s/ Michael Stern |
|
|
Name: |
Michael Stern |
|
|
Title: |
Chairman and Chief Executive Officer |
Signature Page to Promissory Note
SCHEDULE OF BORROWINGS
[Omitted]
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