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.
- Peter Lynch
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| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
|
| |
| SCHEDULE 13G | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No.)* | |
|
Onyx Acquisition Co. I | |
| (Name of Issuer) | |
|
Class A Ordinary Shares, $0.0001 par value | |
| (Title of Class of Securities) | |
|
G6755Q109 | |
| (CUSIP Number) | |
|
December 31, 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) |
| x | Rule 13d-1(d) |
| (Page 1 of 8 Pages) | |
______________________________
*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 in 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).
| CUSIP No. G6755Q109 | 13G | Page 2 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON
Carronade Capital Management, LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 994,082 | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 994,082 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 994,082 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.5% | |||
| 12 |
TYPE OF REPORTING PERSON PN, IA | |||
| CUSIP No. G6755Q109 | 13G | Page 3 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON
Dan Gropper | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 994,082 | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 994,082 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 994,082 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.5% | |||
| 12 |
TYPE OF REPORTING PERSON IN, HC | |||
| CUSIP No. G6755Q109 | 13G | Page 4 of 8 Pages |
| Item 1(a). | Name of Issuer. |
| Onyx Acquisition Co. I (the "Issuer") |
| Item 1(b). | Address of Issuer's Principal Executive Offices. |
|
104 5th Avenue New York, New York 10011 |
| Item 2(a). | Name of Person Filing. |
| This statement is filed by Carronade Capital Management, LP (the "Investment Manager") and Dan Gropper (the "Mr. Gropper"). The foregoing persons are hereinafter sometimes referred to as the "Reporting Persons." | |
| The Investment Manager is a registered investment adviser and serves as the investment manager to Carronade Capital Master, LP (“Carronade Master"), and may be deemed to beneficially own the Class A Ordinary Shares held by Carronade Master. Mr. Gropper, as the Managing Member of Carronade Capital Management GP, LLC, the general partner of the Investment Manager, indirectly controls the Investment Manager and may be deemed to beneficially own the Class A Ordinary Shares held by Carronade Master. | |
| The filing of this statement should not be construed as an admission that any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the securities reported herein. |
| Item 2(b). | Address of Principal Business Office. |
|
Carronade Capital Management, LP 17 Old Kings Highway South Darien, CT 06820 | |
|
Dan Gropper c/o Carronade Capital Management, LP 17 Old Kings Highway South Darien, CT 06820 |
| Item 2(c). | Place of Organization. |
|
Investment Manager – Delaware Mr. Gropper – United States of America |
| Item 2(d). | Title of Class of Securities. |
| Class A ordinary shares, $0.0001 par value (the "Class A Ordinary Shares") |
| Item 2(e). | CUSIP Number. |
| G6755Q109 |
| CUSIP No. G6755Q109 | 13G | Page 5 of 8 Pages |
| Item 3. | If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b), or (c), check whether the Person Filing is a: |
| (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 adviser 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) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
|
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________________________ |
| Item 4. | Ownership. |
| The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. | |
| The percentages set forth herein are calculated based upon 8,624,326 Class A Ordinary Shares outstanding as of November 20, 2023 as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the Securities and Exchange Commission on November 20, 2023. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
| Not applicable. |
| CUSIP No. G6755Q109 | 13G | Page 6 of 8 Pages |
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
| Carronade Master has the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the Class A Ordinary Shares reported herein. |
| 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. |
| Item 10. | Certification. |
| Not applicable. |
| CUSIP No. G6755Q109 | 13G | Page 7 of 8 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: February 13, 2024 | ||
| Carronade Capital Management, LP | ||
| By: | /s/ Rinarisa Coronel DeFronze | |
| Name: Rinarisa Coronel DeFronze | ||
| Title: Chief Compliance Officer & Counsel | ||
| /s/ Dan Gropper | ||
| Dan Gropper | ||
| CUSIP No. G6755Q109 | 13G | Page 8 of 8 Pages |
Exhibit A
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
| Date: February 13, 2024 | ||
| Carronade Capital Management, LP | ||
| By: | /s/ Rinarisa Coronel DeFronze | |
| Name: Rinarisa Coronel DeFronze | ||
| Title: Chief Compliance Officer & Counsel | ||
| /s/ Dan Gropper | ||
| Dan Gropper | ||