Onyx Acquisition Co. I Announces Postponement of Extraordinary General Meeting to Thursday, January 26, 2023, Contribution to Trust Account in Connection with Proposed Extension Amendment and Expected Conversion of All Founder Shares
10 Gennaio 2023 - 10:37PM
Onyx Acquisition Co. I (Nasdaq: ONYXU, ONYX, ONYXW) (“Onyx” or the
“Company”), announced today that its previously announced
extraordinary general meeting (the “Meeting”) for the purpose of
considering and voting on, among other proposals, a proposal to
amend Onyx’s Amended and Restated Memorandum and Articles of
Association (the “Extension Amendment Proposal”) to extend the date
by which it must consummate an initial business combination from
February 5, 2023 to August 7, 2023 (such date, the “Extended Date”
and such extension, the “Extension”) will be postponed from 9:30
a.m. Eastern Time on January 12, 2023 to 9:30 a.m. Eastern Time on
January 26, 2023 (the “Postponement”) to allow the Company
additional time to engage with shareholders.
The Company also announced today that if the
Extension Amendment Proposal is approved at the Meeting and the
Extension is implemented, its sponsor, Onyx Acquisition Sponsor Co.
LLC, will deposit into the Company’s trust account as a loan (the
“Contribution”) $400,000 (or approximately $0.02 per public share,
assuming no redemptions) on January 26, 2023.
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.
Additionally, the holders of the Company’s
outstanding Class B ordinary shares (the “founder shares”) 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.
The record date for determining the Company
shareholders entitled to receive notice of and to vote at the
Meeting remains the close of business on November 23, 2022
(the “Record Date”). Shareholders as of the Record Date can vote,
even if they have subsequently sold their shares. Shareholders who
have previously submitted their proxies or otherwise voted and who
do not want to change their vote need not take any action.
Shareholders who have not yet done so are encouraged to vote as
soon as possible.
As a result of the Postponement, the previously
disclosed deadline of
January 10, 2023 (two business days before the
Meeting, as originally scheduled) 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 Meeting). Shareholders who wish to
withdraw their previously submitted redemption request may do so
prior to the postponed Meeting by requesting that the Company’s
transfer agent return such shares by 5:00 p.m. Eastern Time on
January 24, 2023. If any such shareholders have questions or need
assistance in connection with the Meeting, please contact the
Company’s proxy solicitor, Morrow Sodali LLC, by calling (800)
662-5200, or banks and brokers can call collect at (203) 658-9400,
or by emailing ONYX.info@investor.morrowsodali.com.
Forward-Looking Statements
This press release 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 Meeting and the proposed Contribution. These statements are
based on current expectations on the date of this press release 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 a
definitive proxy statement with the Securities and Exchange
Commission (the “SEC”) in connection with its solicitation of
proxies for the 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 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.
Contact
Benjamin Lerner President Onyx Acquisition Co.
Ipress@onyxacqu.com
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