Amended Statement of Ownership (sc 13g/a)
10 2월 2023 - 8:13PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 1)*
Onyx
Acquisition Co. I
(Name of Issuer)
Class
A ordinary shares, $0.0001 par value per share
(Title of Class of Securities)
G6755Q109
(CUSIP Number)
December
31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the
Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
* | The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page. |
The information
required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
1.
|
Names
of Reporting Persons
Onyx
Acquisition Sponsor Co. LLC |
2.
|
Check
The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐ |
3.
|
SEC
Use Only |
4.
|
Citizenship
or Place of Organization
Cayman
Islands |
Number
of Shares
Beneficially
Owned By
Each Reporting
Person With |
5.
|
Sole
Voting Power
0 |
6.
|
Shared
Voting Power
17,562,500(1) |
7.
|
Sole
Dispositive Power
0 |
8.
|
Shared
Dispositive Power
17,562,500(1) |
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
17,562,500(1) |
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
11.
|
Percent
of Class Represented by Amount in Row (9)
80.33%(2) |
12.
|
Type
of Reporting Person (See Instructions)
PN |
(1) | Represents (i) 6,522,500 Class A ordinary
shares, par value $0.0001 per share, (“Class A Shares”), and (ii) 11,040,000 private placement
warrants to acquire Class A Shares (“Private Placement Warrants”). |
(2) | Calculated based on (i) 4,210,028 Class
A Shares outstanding as of January 26, 2023 as reported on the Issuer’s 8-K filed on February
7, 2023, (ii) 6,522,500 Class A Shares issued to the Reporting Persons upon conversion of Class B Shares
on January 26, 2023, (iii) 90,000 Class A Shares issued to the Issuer’s independent directors
upon conversion of Class B Shares on January 26, 2023, and (iv) 11,040,000 Class A Shares issuable
in respect of 11,040,000 Private Placement Warrants. |
1.
|
Names
of Reporting Persons
Michael
Zev Stern |
2.
|
Check
The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐ |
3.
|
SEC
Use Only |
4.
|
Citizenship
or Place of Organization
United
States |
Number
of Shares
Beneficially
Owned By
Each Reporting
Person With |
5.
|
Sole
Voting Power
0 |
6.
|
Shared
Voting Power
17,562,500(1) |
7.
|
Sole
Dispositive Power
0 |
8.
|
Shared
Dispositive Power
17,562,500(1) |
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
17,562,500(1) |
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
11.
|
Percent
of Class Represented by Amount in Row (9)
80.33%(2) |
12.
|
Type
of Reporting Person (See Instructions)
IN |
(1) | Represents (i) 6,522,500 Class A Shares
and (ii) 11,040,000 Private Placement Warrants. |
(2) | Calculated based on (i) 4,210,028 Class
A Shares outstanding as of January 26, 2023 as reported on the Issuer’s 8-K filed on February
7, 2023, (ii) 6,522,500 Class A Shares issued to the Reporting Persons upon conversion of Class B Shares
on January 26, 2023, (iii) 90,000 Class A Shares issued to the Issuer’s independent directors
upon conversion of Class B Shares on January 26, 2023, and (iv) 11,040,000 Class A Shares issuable
in respect of 11,040,000 Private Placement Warrants. |
1.
|
Names
of Reporting Persons
Benjamin
Lerner |
2.
|
Check
The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐ |
3.
|
SEC
Use Only |
4.
|
Citizenship
or Place of Organization
United
States |
Number
of Shares
Beneficially
Owned By
Each Reporting
Person With |
5.
|
Sole
Voting Power
0 |
6.
|
Shared
Voting Power
17,562,500(1) |
7.
|
Sole
Dispositive Power
0 |
8.
|
Shared
Dispositive Power
17,562,500(1) |
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
17,562,500(1) |
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
11.
|
Percent
of Class Represented by Amount in Row (9)
80.33%(2) |
12.
|
Type
of Reporting Person (See Instructions)
IN |
(1) | Represents (i) 6,522,500 Class A Shares
and (ii) 11,040,000 Private Placement Warrants. |
(2) | Calculated based on (i) 4,210,028 Class
A Shares outstanding as of January 26, 2023 as reported on the Issuer’s 8-K filed on February 7,
2023, (ii) 6,522,500 Class A Shares issued to the Reporting Persons upon conversion of Class B Shares
on January 26, 2023, (iii) 90,000 Class A Shares issued to the Issuer’s independent directors upon
conversion of Class B Shares on January 26, 2023, and (iv) 11,040,000 Class A Shares issuable in respect
of 11,040,000 Private Placement Warrants. |
1.
|
Names
of Reporting Persons
Matthew
Vodola |
2.
|
Check
The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐ |
3.
|
SEC
Use Only |
4.
|
Citizenship
or Place of Organization
United
States |
Number
of Shares
Beneficially
Owned By
Each Reporting
Person With |
5.
|
Sole
Voting Power
0 |
6.
|
Shared
Voting Power
17,562,500(1) |
7.
|
Sole
Dispositive Power
0 |
8.
|
Shared
Dispositive Power
17,562,500(1) |
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
17,562,500(1) |
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
11.
|
Percent
of Class Represented by Amount in Row (9)
80.33%(2) |
12.
|
Type
of Reporting Person (See Instructions)
IN |
(1) | Represents (i) 6,522,500 Class A Shares
and (ii) 11,040,000 Private Placement Warrants. |
(2) | Calculated based on (i) 4,210,028 Class
A Shares outstanding as of January 26, 2023 as reported on the Issuer’s 8-K filed on February 7,
2023, (ii) 6,522,500 Class A Shares issued to the Reporting Persons upon conversion of Class B Shares
on January 26, 2023, (iii) 90,000 Class A Shares issued to the Issuer’s independent directors upon
conversion of Class B Shares on January 26, 2023, and (iv) 11,040,000 Class A Shares issuable in respect
of 11,040,000 Private Placement Warrants. |
Item 1(a). |
Name of Issuer: |
|
|
|
Onyx Acquisition Co. I |
|
|
Item 1(b). |
Address of Issuer’s Principal Executive
Offices: |
|
|
|
104 5th
Avenue
New York,
New York 10011 |
|
|
Item 2(a). |
Names of Persons Filing: |
|
|
|
This
statement is filed by the entities and persons listed below, each of whom is referred to herein as a “Reporting Person”
and together as the “Reporting Persons”:
1. Onyx
Acquisition Sponsor Co. LLC
2. Michael
Zev Stern
3. Benjamin
Lerner
4. Matthew
Vodola |
|
|
Item 2(b). |
Address of the Principal Business Office
or, if None, Residence: |
|
|
|
C/O Onyx
Acquisition Co. I
104 5th
Avenue
New York,
New York 10011
|
Item 2(c). |
Citizenship: |
|
|
|
See responses to Item 4 on each cover page. |
|
|
Item 2(d). |
Title of Class of Securities: |
|
|
|
Class A ordinary shares, $0.0001 par value per
share |
|
|
Item 2(e). |
CUSIP Number: |
|
|
|
G6755Q109 |
|
|
Item 3. |
If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b) or (c), check whether the person filing is a(n): |
|
|
|
Not Applicable. |
Item 4. |
Ownership. |
|
|
|
(a) |
Amount beneficially owned: |
|
|
|
|
|
See
response to Item 9 on each cover page. |
|
|
|
|
(b) |
Percent of Class: |
|
|
|
|
|
See response to Item 11 on each cover page. |
|
|
|
|
(c) |
Number of shares as to which the Reporting
Person has: |
|
|
|
|
|
(i) |
Sole power to vote or to direct the vote: |
|
|
|
|
|
|
|
See responses to Item 5 on each cover page. |
|
|
|
|
|
|
(ii) |
Shared power to vote or to direct the vote: |
|
|
|
|
|
|
|
See responses to Item 6 on each cover page. |
|
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition
of: |
|
|
|
|
|
|
|
See responses to Item 7 on each cover page. |
|
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition
of: |
|
|
|
|
|
|
|
See responses to Item 8 on each cover page. |
|
|
|
|
|
Onyx Acquisition Sponsor Co. LLC (the “Sponsor”) directly holds 6,522,500 Class A Shares and 11,040,000 Private Placement Warrants, constituting 80.33% beneficial ownership. |
|
|
|
Michael Zev Stern, Benjamin Lerner and Matthew Vodola control the Sponsor, and as such have voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the reported securities. This Statement shall not be construed as an admission that any of the Reporting Persons is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owners of any securities covered by this Statement. |
Item
5. |
Ownership
of Five Percent or Less of a Class. |
|
|
|
Not Applicable. |
|
|
Item 6. |
Ownership of
More than Five Percent on Behalf of Another Person. |
|
|
|
Not Applicable. |
|
|
Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
|
|
|
Not Applicable. |
|
|
Item 8. |
Identification
and Classification of Members of the Group. |
|
|
|
Not Applicable. |
|
|
Item 9. |
Notice of Dissolution
of Group. |
|
|
|
Not Applicable. |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated: February
10, 2023
|
Onyx Acquisition Sponsor Co. LLC |
|
|
|
|
/s/ Benjamin Lerner |
|
Name: |
Benjamin Lerner |
|
Title: |
Authorized Person |
|
|
|
|
Michael Stern |
|
|
|
|
/s/ Michael Stern |
|
By: |
Benjamin
Lerner, as Attorney-in-Fact |
|
|
|
|
Benjamin Lerner |
|
|
|
|
/s/ Benjamin Lerner |
|
By: |
Benjamin Lerner |
|
|
|
|
Matthew
Vodola |
|
|
|
/s/
Matthew Vodola
|
|
By: |
Benjamin Lerner, as Attorney-in-Fact |
EXHIBIT
LIST
9
Onyx Acquisition Company I (NASDAQ:ONYXU)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Onyx Acquisition Company I (NASDAQ:ONYXU)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024