Sec Form 13G Filing - VR Advisory Services Ltd filing for ONYX ACQ.CO. I USD (ONYX) - 2023-04-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

January 26, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

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).

AMENDMENT NO. 1 TO SCHEDULE 13G

This Amendment No. 1 to Schedule 13G (this “Amendment No. 1”) is being filed to update the information set forth in the initial Schedule 13G filed with the Securities and Exchange Commission on January 30, 2023 (the “Schedule 13G”). This Amendment No. 1 relates to Class A Ordinary Shares, $0.0001 par value per share (“Common Stock”), of Onyx Acquisition Co. I, a Cayman Islands exempted company (the “Issuer”), and is being filed on behalf of (i) VR Global Partners, L.P. (the “Fund”), a Cayman Islands exempted limited partnership, (ii) VR Advisory Services Ltd (“VR”), a Cayman Island exempted company, as the general partner and investment adviser of the Fund, (iii) VR Capital Participation Ltd. (“VRCP”), a Cayman Islands exempted company, as the sole shareholder of VR, (iv) VR Capital Group Ltd. (“VRCG”), a Cayman Islands exempted company, as the sole shareholder of VRCP, (v) VR Capital Holdings Ltd. (“VRCH”), a Cayman Islands exempted company, as the sole shareholder of VRCG and (vi) Richard Deitz, the principal of VR, VRCP, VRCG, VRCH (collectively with the Fund, VR, VRCP, VRCG and VRCH, the “Reporting Persons”). All shares of Common Stock are held by the Fund.

Onyx Acquisition Co. I (the “Issuer”)

104 5th Avenue, New York, New York 10011

The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

For the Fund, VRCP, VRCG and VRCH: c/o Intertrust (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands.

For VR: 601 Lexington Avenue, 59^th Floor, New York, New York, 10022, USA.

For Mr. Deitz: Niddry Lodge, 51 Holland Street, First Floor, London W8 7JB, United Kingdom

Class A Ordinary Shares, $0.0001 par value per share (the “Common Stock”).

G6755Q109

Covering VR, VRCP, VRCG, VRCH and Mr. Deitz:

(a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e) ☒ An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).

(f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g) ☒ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i) ☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j) ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Items 5 through 9 and 11 of each of the cover pages to this Amendment No. 1 are incorporated herein by reference.

As of the date hereof, each of the Reporting Persons may be deemed to beneficially own 1,500,000 shares of Common Stock of the Issuer, representing approximately 13.9% of the shares of Common Stock outstanding.

The above percentages are based on 10,822,528 shares of Common Stock of the Issuer outstanding as of January 26, 2023, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2023.

The shares of Common Stock of the Issuer reported as beneficially owned herein are directly held by the Fund. VR, as the general partner and investment adviser of the Fund, may be deemed to exercise voting and investment power over the shares of Common Stock held by the Fund and thus may be deemed to beneficially own such shares of Common Stock. VRCP, as the sole shareholder of VR, may be deemed to beneficially own the shares of Common Stock held by the Fund. VRCG, as the sole shareholder of VRCP, also may be deemed to beneficially own the shares of Common Stock held by the Fund. VRCH, as the sole shareholder of VRCG, also may be deemed to beneficially own the shares of Common Stock held by the Fund. Mr. Deitz, as the principal of VR, VRCP, VRCG and VRCH, also may be deemed to beneficially own the shares of Common Stock held by the Fund.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following ☐.

Inapplicable.

Inapplicable.

Inapplicable.

Inapplicable.

For VR, VRCP, VRCG, VRCH and Mr. Deitz:

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

For the Fund:

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

Date: April 13, 2023