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~~PURSUANT ofTO ~~Report~~SECTION ~~(Date~~13 ofOR ~~earliest event reported~~15(D)~~: January 29, 2024~~

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 5, 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
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
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
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 3.~~03.~~01 Notice of ~~Amendments~~Delisting or Failure to ~~Articles~~Satisfy ofa ~~Incorporation~~Continued orListing ~~Bylaws;~~Rule ~~Change~~or inStandard; ~~Fiscal~~Transfer ~~Year~~of Listing.

On ~~January~~April 295, 2024, Onyx Acquisition Co. I (the “Company”) ~~held~~received ana ~~extraordinary~~written ~~general~~notice ~~meeting~~(the of“MVPHS ~~shareholders~~Notice”) from the Listing Qualifications Department (the “~~Meeting~~Staff”) at ~~which~~of ~~the~~The ~~Company’s~~Nasdaq ~~shareholders~~Stock ~~approved~~Market aLLC ~~proposal~~(“Nasdaq”) tonotifying ~~amend~~ the Company’s ~~amended~~that ~~and~~it ~~restated~~did ~~memorandum~~not ~~and~~meet ~~articles~~the $15,000,000 minimum market value of ~~association~~publicly held shares required to maintain continued listing as set forth in Nasdaq’s Listing Rule 5450(b)(2)(C) (the “~~Articles~~MVPHS Rule”) for the 30-business day period ended April 3, 2024. ~~The~~Under ~~proposal~~applicable ~~would~~Nasdaq ~~extend~~rules, the ~~date~~Company bywill ~~which~~have 180 calendar days from the ~~Company~~date ~~has~~of tothe ~~consummate~~MVPHS ~~a business~~Notice, ~~combination~~or ~~from~~until ~~February~~October 72, 2024, to ~~November~~regain 5,compliance ~~2024~~by (meeting the ~~“Extension~~continued ~~Amendment~~listing ~~Proposal”)~~requirements. Specifically, ~~The~~the ~~Extension Amendment~~market ~~Proposal~~value isof ~~described~~the inCompany's ~~more~~publicly ~~detail~~held inshares ~~the~~must ~~definitive~~close ~~proxy~~at ~~statement~~$15,000,000 or more for a minimum of 10 consecutive business days. If the Company, ~~which~~is ~~was~~unable ~~filed~~to regain compliance with the ~~U.S.~~MVPHS ~~Securities~~Rule by October 2, 2024, the Company will receive written ~~and~~notification ~~Exchange~~from ~~Commission~~Nasdaq (that the ~~“SEC”)~~Company’s onsecurities ~~January~~are 16subject to delisting. The Company may, ~~2024~~at (that time, request a hearing to appeal the ~~“Proxy~~delisting ~~Statement”)~~determination, aswhich appeal will ordinarily suspend such delisting determination until a decision is issued by ~~supplemented~~Nasdaq subsequent to ~~date~~the hearing. There can be no assurance that any such appeal would be successful.

~~The~~On ~~foregoing~~April ~~description~~5, is2024, the Company ~~qualified~~also inreceived ~~its~~a ~~entirety~~written bynotice ~~reference~~(the to“Public Float Notice”) from the ~~amendment~~Staff, tonotifying the Company that it no longer met the minimum 1,100,000 publicly held shares required to maintain continued listing as set forth in Nasdaq’s ~~Articles~~Listing Rule 5450(b)(2)(B) (the “Public Float Standard”). Under applicable Nasdaq rules, the Company will have 45 calendar days to provide Nasdaq a ~~copy~~plan to regain compliance with the continued listing requirements, and then, if the plan is accepted, an additional up to 180 calendar days from the date of ~~which~~the Public Float Notice, or until October 2, 2024, to regain compliance with the Public Float Standard. If the plan is not ~~attached~~accepted, asunder ~~Exhibit~~Nasdaq 3Listing Rule 5815(a), the Company may appeal the decision to a Hearings Panel.1 ~~hereto~~There can be no assurance that ~~and~~any issuch ~~incorporated~~appeal bywould ~~reference~~be ~~herein~~successful.

~~Item~~The 5MVPHS Notice and the Public Float Notice do not impact the listing of the Company’s Class A ordinary shares, par value $0.070001 per share, on the Nasdaq Global Market at this time. ~~Submission~~The Company is currently evaluating various courses of ~~Matters~~action to aregain ~~Vote~~compliance ofwith ~~Security~~the ~~Holders~~MVPHS Rule and the Public Float Standard.

AtIn ~~the~~connection ~~Meeting,~~with ~~holders~~the offoregoing and ~~8,154,909~~the ~~Class~~previously Adisclosed ~~ordinary~~written ~~shares~~notice ~~were~~from ~~present in~~the ~~person,~~Staff ~~virtually~~relating ~~over~~to the ~~Internet~~Company’s ornon-compliance bywith ~~proxy,~~the ~~representing~~round ~~approximately~~lot ~~94.6%~~holder ofrequirement under ~~the~~Nasdaq ~~voting~~Listing ~~power~~Rule of5450(a)(2), the Company’s ~~ordinary shares~~submitted asan ofapplication ~~January~~for 9,a ~~2024,~~transfer from the ~~record~~Nasdaq ~~date~~Global ~~for~~Market to the ~~Meeting~~Nasdaq Capital Market on April 8, ~~and~~2024. ~~constituting~~However, athere ~~quorum~~can ~~for~~be no assurance that the ~~transaction~~Company ofwill ~~business.~~be Aable ~~summary~~to ofregain or maintain compliance with ~~the~~Nasdaq ~~voting~~listing ~~results~~criteria ator meet the ~~Meeting~~continued islisting ~~set~~requirements ~~forth~~of ~~below:~~the Nasdaq Capital Market.

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~~Certain statements included in this Current Report on Form 8-K ~~includes~~(this “Report”) may be considered forward-looking statements” within the meaning of the safe harbor provisions of the ~~United~~U.S. ~~States~~ Private Securities Litigation Reform Act of 1995. ~~Certain~~with ofrespect ~~these forward-looking~~to ~~statements~~the ~~can~~Company’s beability ~~identified~~to byregain and ~~the~~maintain ~~use~~compliance ofwith ~~words~~Nasdaq ~~such~~Listing asRule ~~“believes,”~~5450(b) ~~“expects,”~~or ~~“intends,” “plans,”~~to ~~“estimates,”~~transfer ~~“assumes,”~~its ~~“may,”~~securities ~~“should,”~~to ~~“will,”~~the ~~“seeks,” or~~Nasdaq ~~other~~Capital ~~similar expressions~~Market. ~~Such~~Forward-looking statements are ~~may~~statements ~~include,~~that ~~but~~ are not ~~limited~~historical ~~to,~~facts ~~statements~~and ~~regarding~~generally ~~the~~relate ~~expected~~to ~~redemption~~future ~~payment. These~~events ~~statements~~or ~~are~~the ~~based~~Company’s onfuture ~~current~~financial ~~expectations~~or onother ~~the~~performance metrics. ~~date~~In ofsome ~~this~~cases, ~~Current~~you ~~Report~~can onidentify ~~Form 8~~forward-Klooking ~~and~~statements ~~involve~~by aterminology ~~number~~such ofas ~~risks~~“believe,” ~~and~~“may,” ~~uncertainties~~“will,” ~~that~~“potentially,” ~~may~~“estimate,” ~~cause~~“continue,” ~~actual~~“anticipate,” ~~results~~“intend,” to“could,” “would,” ~~differ~~“project,” ~~significantly.~~“target,” ~~The~~“plan,” ~~Company~~“expect,” ~~does not assume any obligation to update~~ or ~~revise~~the ~~any~~negatives ~~such~~of ~~forward-looking~~these ~~statements,~~terms ~~whether~~or asvariations ~~the result~~ of ~~new~~them ~~developments~~ or ~~otherwise.~~similar ~~Readers are cautioned not to put undue reliance on forward-looking statements~~terminology.

In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by the Company or its directors, officers or employees or any other person that the Company will achieve its objectives and plans in any specified time frame, or at all. The forward-looking statements in this Report represent the views of the Company as of the date of this Report. Subsequent events and developments may cause that view to change. However, while the Company may elect to update these forward-looking statements at some point in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of the Company as of any date subsequent to the date of this Report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.		Description
3.1		Amendment to Amended and Restated Memorandum and Articles of Association.
104		Cover Pate Interactive Data File (embedded within the Inline XBRL document).

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
Date: April 10, 2024	ONYX ACQUISITION CO. I
	By:	/s/ Michael Stern
	Name:	Michael Stern
	Title:	Director, Chairman and Chief Executive Officer

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