On December 8, 2022, Onyx
Acquisition Co. I (the “Company”) filed a definitive proxy statement (the “Definitive Proxy Statement”) for the
solicitation of proxies in connection with an extraordinary general meeting of the Company’s shareholders to be held on January
12, 2023 (the “Extraordinary General Meeting”) to consider and vote on, among other proposals, the extension (the “Extension”
and such proposal, the “Extension Amendment Proposal”) of the time period the Company has to complete an initial business
combination, and the amendment of the Company’s Amended and Restated Memorandum and Articles of Association to remove the limitation
that the Company shall not redeem Class A ordinary shares included as part of the units sold in its initial public offering (including
any shares issued in exchange thereof, the “public shares”) to the extent that such redemption would cause the Company’s
net tangible assets to be less than $5,000,001.
Press Release
On January 10, 2023, the Company issued a press release
announcing, among other things, (i) the postponement of the Extraordinary General Meeting
(the “Postponement”) from the previously scheduled date of Thursday, January 12, 2023, at 9:30 a.m., Eastern Time, to Thursday,
January 26, 2023, at 9:30 a.m., Eastern Time, in order to allow additional time for the Company to engage with its shareholders, (ii)
the resulting extension of the deadline from January 10, 2023 (two business days before the Extraordinary General
Meeting, as originally scheduled) to January 24, 2023 (two business days before the postponed Extraordinary General Meeting) for
delivery of redemption requests from the Company’s shareholders in connection with the Extension Amendment Proposal (the “Redemption
Deadline Extension”), (iii) that, if the Extension Amendment Proposal is approved, Onyx Acquisition Sponsor Co. LLC (our “Sponsor”)
has agreed to deposit into the Company’s trust account (the “Trust Account”) $400,000 (the “Contribution”),
with such Contribution to be effected through a loan to the Company and (iv) that the holders of the Company’s outstanding Class
B ordinary shares (the “founder shares”) have informed the Company that they expect to convert all of the founder shares into
Class A ordinary shares prior to any redemption in connection with the Extension Amendment Proposal.
The press release is attached hereto as Exhibit 99.1
and incorporated by reference herein.
Supplement to the Definitive Proxy Statement
The Company has determined to supplement the Definitive
Proxy Statement as set forth below (the “Proxy Supplement”) to provide information about the Postponement, the Redemption
Deadline Extension, the proposed Contribution and the proposed conversion of the founder shares.
There is no change to the location, the record date,
or any of the other proposals to be acted upon at the Extraordinary General Meeting.
SUPPLEMENT TO PROXY
STATEMENT
OF
ONYX ACQUISITION CO.
I
Dated January 10, 2023
The following disclosures in this Current
Report on Form 8-K supplement, and should be read in conjunction with, the disclosures contained in the Company’s definitive
proxy statement (the “Definitive Proxy Statement”), filed with the Securities and Exchange Commission (the “SEC”)
on December 8, 2022, which in turn should be read in its entirety. To the extent the information set forth herein differs from or updates
information contained in the Definitive Proxy Statement, the information set forth herein shall supersede or supplement the information
in the Definitive Proxy Statement. All other information in the Definitive Proxy Statement remains unchanged.
As provided in the Definitive Proxy Statement,
the Company is seeking shareholder approval of, among other things, the extension (the “Extension” and such proposal, the
“Extension Amendment Proposal”) of the time period the Company has to complete an initial business combination from February
5, 2023 to August 7, 2023 (such date, the “Extended Date”), and the removal from the Company’s Amended and Restated
Memorandum and Articles of Association (the “Articles”) of the limitation that the Company shall not redeem Class A ordinary
shares included as part of the units sold in its initial public offering (including any shares issued in exchange thereof, the “public
shares”) to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001. The
purpose of the supplemental disclosures is to provide information about (i) the postponement of the Extraordinary General Meeting related
to the Definitive Proxy Statement, (ii) the resulting extension of the deadline for delivery of redemption requests from the Company’s
shareholders to the Company’s transfer agent, (iii) the agreement by Onyx Acquisition Sponsor Co. LLC (our “Sponsor”)
to deposit into the Company’s trust account (the “Trust Account”) as a loan, $400,000, if the Extension Amendment Proposal
is approved at the Extraordinary General Meeting and (iv) the expectation that the holders of the Company’s outstanding Class B
ordinary shares (the “founder shares”) will 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.
Terms used herein, unless otherwise defined,
have the meanings set forth in the Definitive Proxy Statement.
Extraordinary General Meeting Date
On January 10, 2023, the Company issued a
press release announcing that it has determined to postpone (the “Postponement”) the date of the Extraordinary General Meeting
from January 12, 2023 to January 26, 2023. As a result of this change, the Extraordinary General Meeting will now be held at 9:30 a.m.
Eastern Time on January 26, 2023 at the offices of Kirkland & Ellis LLP, located at 609 Main Street, Suite 4700, Houston,
TX 77002, and virtually via live webcast. It can be accessed by visiting https://www.cstproxy.com/onyxacqu/2023.
Extension of Redemption Deadline
As a result of the Postponement, the previously disclosed deadline
of January 10, 2023 (two business days before the Extraordinary General Meeting) 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 Extraordinary General Meeting).
Supplemental Disclosures Regarding Expected Conversion of
All Founder Shares
The Definitive Proxy Statement is hereby amended and supplemented
by adding the following sentence:
“The holders of the outstanding founder shares have
informed the Company that they 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. Notwithstanding the conversion,
such holders will not be entitled to receive any monies held in the Trust Account as a result of their ownership of any Class A ordinary
shares.”
After each instance of the following existing disclosure:
“In the event of a liquidation, the holders of our founder
shares, our Sponsor, will not receive any monies held in the Trust Account as a result of its ownership of the founder shares.”
The Definitive Proxy Statement is hereby amended and supplemented
by adding the following sentence:
“The holders of the outstanding founder shares have informed
the Company that they 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.”
After each instance of the following existing disclosure:
“The founder shares carry voting rights in connection with
the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal, and we have been informed
by our Sponsor, which holds 6,522,500 founder shares, that it intends to vote in favor of the Extension Amendment Proposal, the Redemption
Limitation Amendment Proposal and the Adjournment Proposal.”
Sponsor Contribution to Trust Account
On January 10, 2023, the Company issued a press release announcing
that, if the Extension Amendment Proposal is approved at the Extraordinary General Meeting, our Sponsor will effect a deposit into the
Trust Account of $400,000 (or approximately $0.02 per public share, assuming no redemptions) as a loan to the Company (the “Contribution”)
on January 26, 2023 (the “Contribution Date”).
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.
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.
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 Extraordinary General Meeting and the proposed Contribution. 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.
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 the Definitive
Proxy Statement with the Securities and Exchange Commission (the “SEC”) in connection with its solicitation of proxies for
the Extraordinary General 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 Extraordinary
General 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.