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): October ~~August 13~~25, 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 8.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

~~The~~On ~~disclosure~~October 25, 2024, Onyx Acquisition Co. I (the “Company”) ~~contained~~issued a press release announcing that as of the close of business on November 13, 2024, the publicly held Class A ordinary shares included as part of the units issued in ~~Item~~its ~~2.03~~initial ispublic ~~incorporated~~offering, bywill ~~reference~~be deemed cancelled and will represent only the right to receive their pro-rata share in ~~this~~the ~~Item~~Company’s 1trust account (after permitted withdrawal of dissolution expenses), because the Company will not consummate an initial business combination within the time period required by its amended and restated memorandum and articles of association.~~01.~~

~~Item~~The Company’s sponsor has agreed to waive its redemption rights ~~2.03.~~with ~~Creation~~respect ofto aits ~~Direct~~outstanding ~~Financial~~founder ~~Obligation~~shares issued prior to the Company’s initial public offering. There will be no redemption rights or anliquidating ~~Obligation~~distributions ~~under~~with anrespect ~~Off-Balance~~to ~~Sheet~~the ~~Arrangement~~Company’s ofwarrants, awhich ~~Registrant~~will expire worthless.

~~On August~~The ~~13, 2024, Onyx Acquisition Co. I (the “~~Company”) ~~issued~~intends anto ~~amended~~file ~~and~~a ~~restated~~Form ~~promissory~~25 ~~note~~with (the ~~“Restated~~Securities ~~Note”)~~and inExchange anCommission ~~aggregate principal amount of up to $2,270,000 to Onyx Acquisition Sponsor Co. LLC~~ (the “~~Sponsor~~Commission”). ~~The~~on ~~Restated Note amends, restates, replaces and supersedes that certain promissory note dated~~ November 34, ~~2023,~~2024 in ~~the~~order ~~principal amount of up~~ to ~~$1,470,000,~~delist ~~executed by~~ the Company ~~in favor of~~’s ~~the Sponsor~~securities. The ~~Restated Note may be drawn down by the~~ Company ~~from~~thereafter ~~time~~expects to ~~time~~file ~~prior~~a toForm ~~the~~15 ~~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~~Commission ~~Combination”).~~to ~~The~~terminate ~~Note does not bear interest, matures on~~ the ~~date~~registration of ~~consummation~~ the ~~Business Combination and is subject to customary events of default. The Restated Note will be repaid only~~ toCompany’s ~~the~~securities ~~extent~~under ~~that~~ the ~~Company~~Securities ~~has~~Exchange ~~funds~~Act ~~available to it outside~~ of ~~its~~1934, ~~trust~~as ~~account established in connection with its initial public offering~~amended.

~~The foregoing~~A ~~description~~copy of the ~~Restated~~press ~~Note~~release is ~~qualified~~attached inhereto ~~its entirety by reference to the full text of the Restated Note, a copy of which is filed herewith~~ as Exhibit 1099.1 ~~hereto~~ and is incorporated herein by reference ~~herein~~.

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Current Report on Form 8-K, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Such statements include, but are not limited to, statements regarding the expected Redemption Amount and anticipated filings with the Commission. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly, including, without limitation, the risk factors described under “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2024, in our subsequently filed Quarterly Reports on Form 10-Q filed with the SEC, and in other reports the Company may file with the Commission from time to time.

All such forward-looking statements speak only as of the date of this Current Report on Form 8-K. The Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statements, whether as the result of new developments or otherwise, except as required by applicable law. Readers are cautioned not to put undue reliance on forward-looking statements.

Item 9.01. Financial Statements and Exhibits

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

Exhibit No.		Description of Exhibits
10.1*		Amended and Restated Promissory Note, dated August 13, 2024, by and among Onyx Acquisition Co. I and Onyx Acquisition Sponsor Co. LLC.
99.1		Press Release dated October 25, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* 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
Date: October 25, 2024	ONYX ACQUISITION CO. I
	By:	/s/ Michael Stern
	Name:	Michael Stern
	Title:	Director, Chairman and Chief Executive Officer

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