Sec Form 13G Filing - Onyx Acquisition Sponsor Co. LLC filing for Onyx Acquisition Co. I (ONYX) - 2023-02-10

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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)

 

December 31, 2022
(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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

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).

 

 

 

 

 

1.

Names of Reporting Persons

Onyx Acquisition Sponsor Co. LLC

2.

Check The Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☐

3. SEC Use Only
4.

Citizenship or Place of Organization

Cayman Islands

Number of Shares
Beneficially
Owned By
Each Reporting
Person With
5.

Sole Voting Power

0

6.

Shared Voting Power

17,562,500(1)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

17,562,500(1)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

17,562,500(1)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.

Percent of Class Represented by Amount in Row (9)

80.33%(2)

12.

Type of Reporting Person (See Instructions)

PN

 

(1)Represents (i) 6,522,500 Class A ordinary shares, par value $0.0001 per share, (“Class A Shares”), and (ii) 11,040,000 private placement warrants to acquire Class A Shares (“Private Placement Warrants”).

 

(2)Calculated based on (i) 4,210,028 Class A Shares outstanding as of January 26, 2023 as reported on the Issuer’s 8-K filed on February 7, 2023, (ii) 6,522,500 Class A Shares issued to the Reporting Persons upon conversion of Class B Shares on January 26, 2023, (iii) 90,000 Class A Shares issued to the Issuer’s independent directors upon conversion of Class B Shares on January 26, 2023, and (iv) 11,040,000 Class A Shares issuable in respect of 11,040,000 Private Placement Warrants.

 

2

 

 

1.

Names of Reporting Persons

Michael Zev Stern

2.

Check The Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☐

3. SEC Use Only
4.

Citizenship or Place of Organization

United States

Number of Shares
Beneficially
Owned By
Each Reporting
Person With
5.

Sole Voting Power

0

6.

Shared Voting Power

17,562,500(1)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

17,562,500(1)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

17,562,500(1)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.

Percent of Class Represented by Amount in Row (9)

80.33%(2)

12.

Type of Reporting Person (See Instructions)

IN

 

(1)Represents (i) 6,522,500 Class A Shares and (ii) 11,040,000 Private Placement Warrants.

 

(2)Calculated based on (i) 4,210,028 Class A Shares outstanding as of January 26, 2023 as reported on the Issu er’s 8-K filed on February 7, 2023, (ii) 6,522,500 Class A Shares issued to the Reporting Persons upon conversion of Class B Shares on January 26, 2023, (iii) 90,000 Class A Shares issued to the Issuer’s independent directors upon conversion of Class B Shares on January 26, 2023, and (iv) 11,040,000 Class A Shares issuable in respect of 11,040,000 Private Placement Warrants.

 

3

 

 

1.

Names of Reporting Persons

Benjamin Lerner

2.

Check The Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☐

3. SEC Use Only
4.

Citizenship or Place of Organization

United States

Number of Shares
Beneficially
Owned By
Each Reporting
Person With
5.

Sole Voting Power

0

6.

Shared Voting Power

17,562,500(1)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

17,562,500(1)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

17,562,500(1)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.

Percent of Class Represented by Amount in Row (9)

80.33%(2)

12.

Type of Reporting Person (See Instructions)

IN

 

(1)Represents (i) 6,522,500 Class A Shares and (ii) 11,040,000 Private Placement Warrants.

 

(2)Calculated based on (i) 4,210,028 Class A Shares outstanding as of January 26, 2023 as reported on the Issuer’s 8-K filed on February 7, 2023, (ii) 6,522,500 Class A Shares issued to the Reporting Persons upon conversion of Class B Shares on January 26, 2023, (iii) 90,000 Class A Shares issued to the Issuer’s independent directors upon conversion of Class B Shares on January 26, 2023, and (iv) 11,040,000 Class A Shares issuable in respect of 11,040,000 Private Placement Warrants.

 

4

 

 

1.

Names of Reporting Persons

Matthew Vodola

2.

Check The Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☐

3. SEC Use Only
4.

Citizenship or Place of Organization

United States

Number of Shares
Beneficially
Owned By
Each Reporting
Person With
5.

Sole Voting Power

0

6.

Shared Voting Power

17,562,500(1)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

17,562,500(1)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

17,562,500(1)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.

Percent of Class Represented by Amount in Row (9)

80.33%(2)

12.

Type of Reporting Person (See Instructions)

IN

 

(1)Represents (i) 6,522,500 Class A Shares and (ii) 11,040,000 Private Placement Warrants.

 

(2)Calculated based on (i) 4,210,028 Class A Shares outstanding as of January 26, 2023 as reported on the Issuer’s 8-K filed on February 7, 2023, (ii) 6,522,500 Class A Shares issued to the Reporting Persons upon conversion of Class B Shares on January 26, 2023, (iii) 90,000 Class A Shares issued to the Issuer’s independent directors upon conversion of Class B Shares on January 26, 2023, and (iv) 11,040,000 Class A Shares issuable in respect of 11,040,000 Private Placement Warrants.

 

5

 

 

Item 1(a). Name of Issuer:
   
  Onyx Acquisition Co. I
   
Item 1(b). Address of Issuer’s Principal Executive Offices:
   
 

104 5th Avenue

New York, New York 10011

   
Item 2(a). Names of Persons Filing:
   
 

This statement is filed by the entities and persons listed below, each of whom is referred to herein as a “Reporting Person” and together as the “Reporting Persons”:

 

1.  Onyx Acquisition Sponsor Co. LLC

2.  Michael Zev Stern

3.  Benjamin Lerner

4.  Matthew Vodola

   
Item 2(b). Address of the Principal Business Office or, if None, Residence:
   
 

C/O Onyx Acquisition Co. I

104 5th Avenue

New York, New York 10011

 

Item 2(c). Citizenship:
   
  See responses to Item 4 on each cover page.
   
Item 2(d). Title of Class of Securities:
   
  Class A ordinary shares, $0.0001 par value per share
   
Item 2(e). CUSIP Number:
   
  G6755Q109
   
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):
   
  Not Applicable.

 

6

 

 

Item 4. Ownership.
   
  (a) Amount beneficially owned:
     
   

See response to Item 9 on each cover page.

     
  (b) Percent of Class:
     
    See response to Item 11 on each cover page.
     
  (c) Number of shares as to which the Reporting Person has:
     
    (i) Sole power to vote or to direct the vote:
       
      See responses to Item 5 on each cover page.
       
    (ii) Shared power to vote or to direct the vote:
       
      See responses to Item 6 on each cover page.
       
    (iii) Sole power to dispose or to direct the disposition of:
       
      See responses to Item 7 on each cover page.
       
    (iv) Shared power to dispose or to direct the disposition of:
       
      See responses to Item 8 on each cover page.
       
  Onyx Acquisition Sponsor Co. LLC (the “Sponsor”) directly holds 6,522,500 Class A Shares and 11,040,000 Private Placement Warrants, constituting 80.33% beneficial ownership.
   
  Michael Zev Stern, Benjamin Lerner and Matthew Vodola control the Sponsor, and as such have voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership o f the reported securities. This Statement shall not be construed as an admission that any of the Reporting Persons is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owners of any securities covered by this Statement.

 

Item 5. Ownership of Five Percent or Less of a Class.
   
  Not Applicable.
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
   
  Not Applicable.
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
  Not Applicable.
   
Item 8. Identification and Classification of Members of the Group.
   
  Not Applicable.
   
Item 9. Notice of Dissolution of Group.
   
  Not Applicable.

 

7

 

 

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.

 

Dated: February 10, 2023

 

  Onyx Acquisition Sponsor Co. LLC
     
  /s/ Benjamin Lerner
  Name:  Benjamin Lerner
  Title: Authorized Person
     
  Michael Stern
     
  /s/ Michael Stern
  By:

Benjamin Lerner, as Attorney-in-Fact

     
  Benjamin Lerner
     
  /s/ Benjamin Lerner
  By:

Benjamin Lerner

     
   Matthew Vodola
   
 

/s/ Matthew Vodola

  By: Benjamin Lerner, as Attorney-in-Fact

 

8

 

 

EXHIBIT LIST

 

Exhibit A Joint Filing Agreement, dated as of February 1, 2022, incorporated by reference to the Schedule 13G filed by the Reporting Persons on February 2, 2022.

 

 

9