Form 10-K/A - Annual report [Section 13 and 15(d), not S-K Item 405]: [Amend]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

(Mark one)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

ONYX ACQUISITION CO. I
(Exact name of registrant as specified in its charter)

Cayman Islands		001-41003		95-1584432
(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)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:	Trading Symbol	Name of Each Exchange on Which Registered:
Units, each consisting of one Class A Ordinary Share, $0.0001 par value per share, 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 per share	ONYXW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

The aggregate market value of the registrant’s Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”) outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the Class A ordinary shares on June 30, 2023, as reported on The Nasdaq Stock Market LLC (“Nasdaq”), was $45,510,403 (based on the closing sales price of the Class A ordinary shares on June 30, 2023 of $10.81).

As of March 15, 2024, there were 7,945,461 Class A ordinary shares and no Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares”) issued and outstanding.

Documents Incorporated by Reference: None.

Auditor Name:		Auditor Location:		Auditor Firm ID:
Marcum LLP		Hartford, CT		688

EXPLANATORY NOTE

This Form 10-K/A Amendment No. 1 (the “Amendment”) to the Annual Report on Form 10-K for the year ended December 31, 2023 (the “Original 10-K”) is being filed solely for the purpose of furnishing revised certifications by our principal executive officer and principal financial officer as Exhibits 32.1 and 32.2, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (the “906 Certifications”). As a result of a typographical error, the Section 906 Certifications attached as Exhibits 32.1 and 32.2 to the Original 10-K referenced the incorrect fiscal year. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, this Amendment also contains new certifications by our principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “302 Certifications”).

This Amendment contains only the Cover Page, the Explanatory Note, paragraph (a)(3) of Item 15, the Signature Page, the corrected 906 Certifications and the 302 Certifications. Except as described above, no other changes have been made to the Original 10-K.

Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in the Original 10-K or reflect any events that have occurred after the Original 10-K was filed. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time as of which the Original 10-K was filed. This Amendment should be read together with the Original 10-K and our other filings with the Securities and Exchange Commission.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES

(a)

The following documents are filed as part of this Form 10-K/A:

(3)

Exhibits

Exhibit No.		Description
3.1**		Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (File No. 001-41003), filed with the SEC on November 8, 2021).
3.2**		Amendment to Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (File No. 001-41003), filed with the SEC on January 27, 2023).
3.3**		Amendment to Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (File No. 001-41003), filed with the SEC on July 24, 2023).
3.4**		Amendment to Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (File No. 001-41003), filed with the SEC on January 31, 2024).
4.1**		Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K (File No. 001-41003), filed with the SEC on November 8, 2021).
4.2**		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Form S-1 (File No. 333-260110), filed with the SEC on October 7, 2021).
4.3**		Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 of the Company’s Form S-1 (File No. 333-260110), filed with the SEC on October 7, 2021).
4.4**		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 of the Company’s Form S-1 (File No. 333-260110), filed with the SEC on October 7, 2021).
4.5**		Description of Registrant’s Securities (incorporated by reference to Exhibit 4.5 of the Company’s Form 10-K (File No. 001-41003), filed with the SEC on March 31, 2023).
10.1**		Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K (File No. 001-41003), filed with the SEC on November 8, 2021).
10.2**		Registration and Shareholder Rights Agreement among the Company, our sponsor and certain shareholders party thereto (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K (File No. 001-41003), filed with the SEC on November 8, 2021).
10.3**		Private Placement Warrants Purchase Agreement between the Company and our sponsor (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (File No. 001-41003), filed with the SEC on November 8, 2021).
10.4**		Private Placement Warrants Purchase Agreement between the Company and BTIG, LLC (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (File No. 001-41003), filed with the SEC on November 8, 2021).
10.5**		Letter Agreement among the Company, our sponsor and each of the officers and directors of the Company named therein (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K (File No. 001-41003), filed with the SEC on November 8, 2021).
10.6**		Promissory Note, dated July 27, 2021, issued to our sponsor (incorporated by reference to Exhibit 10.5 of the Company’s Form S-1 (File No. 333-260110), filed with the SEC on October 7, 2021).
10.7**		Securities Subscription Agreement, dated February 19, 2021, between the Company and our sponsor (incorporated by reference to Exhibit 10.6 of the Company’s Form S-1 (File No. 333-260110), filed with the SEC on October 7, 2021).
10.8**		Amendment to Underwriting Agreement, dated March 1, 2023, by and between the Company, BTIG, I-Bankers Securities, Inc and, solely for the limited purposes set forth therein, Onyx Acquisition Sponsor Co. LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (File No. 001-41003), filed with the SEC on March 3, 2023).
10.9**		Amended and Restated Promissory Note, dated November 3, 2023, by and among Onyx Acquisition Co. I and Onyx Acquisition Sponsor Co. LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (File No. 001-41003), filed with the SEC on November 8, 2023).
10.10**		Amendment to Investment Management Trust Agreement, dated November 5, 2023, between Continental Stock Transfer & Trust Company and the Company.
31.1*		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
31.2*		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.1+		Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
32.2+		Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
97**		Onyx Acquisition Co. I Clawback Policy
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith

Previously filed

Furnished herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

August 12, 2024

	Onyx Acquisition Co. I

	/s/ Michael Stern
	Name:	Michael Stern
	Title:	Director, Chairman and Chief Executive Officer
		(Principal Executive Officer)

	/s/ Matthew Vodola
	Name:	Matthew Vodola
	Title:	Chief Financial Officer
		(Principal Accounting and Financial Officer)

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE
SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Michael Stern, certify that:

I have reviewed this Annual Report on Form 10-K of Onyx Acquisition Co. I (the “registrant”);

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 12, 2024	By:	/s/ Michael Stern
		Michael Stern
		Director, Chairman and Chief Executive Officer
		(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE
SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Matthew Vodola, certify that:

I have reviewed this Annual Report on Form 10-K of Onyx Acquisition Co. I (the “registrant”);

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 12, 2024	By:	/s/ Matthew Vodola
		Matthew Vodola
		Chief Executive Officer
		(Principal Executive Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Onyx Acquisition Co. I (the “Company”) on Form 10-K for the year ended December 31, 2023 (the “Report”), I, Michael Stern, Director, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered by the Report.

Dated: August 12, 2024	By:	/s/ Michael Stern
		Michael Stern
		Director, Chairman and Chief Executive Officer
		(Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Onyx Acquisition Co. I (the “Company”) on Form 10-K for the year ended December 31, 2023 (the “Report”), I, Matthew Vodola, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered by the Report.

Dated: August 12, 2024	By:	/s/ Matthew Vodola
		Matthew Vodola
		Chief Executive Officer
		(Principal Executive Officer)

Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2023	Mar. 15, 2024	Jun. 30, 2023
Document Information Line Items
Entity Registrant Name	ONYX ACQUISITION CO. I
Document Type	10-K/A
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 45,510,403
Amendment Flag	true
Amendment Description	This Form 10-K/A Amendment No. 1 (the “Amendment”) to the Annual Report on Form 10-K for the year ended December 31, 2023 (the “Original 10-K”) is being filed solely for the purpose of furnishing revised certifications by our principal executive officer and principal financial officer as Exhibits 32.1 and 32.2, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (the “906 Certifications”). As a result of a typographical error, the Section 906 Certifications attached as Exhibits 32.1 and 32.2 to the Original 10-K referenced the incorrect fiscal year. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, this Amendment also contains new certifications by our principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “302 Certifications”).This Amendment contains only the Cover Page, the Explanatory Note, paragraph (a)(3) of Item 15, the Signature Page, the corrected 906 Certifications and the 302 Certifications. Except as described above, no other changes have been made to the Original 10-K.Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in the Original 10-K or reflect any events that have occurred after the Original 10-K was filed. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time as of which the Original 10-K was filed. This Amendment should be read together with the Original 10-K and our other filings with the Securities and Exchange Commission.
Entity Central Index Key	0001849548
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	E9
Entity File Number	001-41003
Entity Tax Identification Number	95-1584432
Entity Address, Address Line One	104 5th Avenue
Entity Address, State or Province	NY
Entity Address, City or Town	New York
Entity Address, Postal Zip Code	10011
City Area Code	(212)
Local Phone Number	974-2844
Entity Interactive Data Current	Yes
Document Financial Statement Error Correction [Flag]	false
Documents Incorporated by Reference [Text Block]	None
Auditor Name	Marcum LLP
Auditor Location	Hartford, CT
Auditor Firm ID	688
Units, each consisting of one Class A Ordinary Share, $0.0001 par value per share, and one-half of one redeemable warrant
Document Information Line Items
Trading Symbol	ONYXU
Title of 12(b) Security	Units, each consisting of one Class A Ordinary Share, $0.0001 par value per share, and one-half of one redeemable warrant
Security Exchange Name	NASDAQ
Class A Ordinary Shares included as part of the Units
Document Information Line Items
Trading Symbol	ONYX
Title of 12(b) Security	Class A Ordinary Shares included as part of the Units
Security Exchange Name	NASDAQ
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 per share
Document Information Line Items
Trading Symbol	ONYXW
Title of 12(b) Security	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
Security Exchange Name	NASDAQ
Class A Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		7,945,461
Class B Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		0