Item 8.01. Other Events.
On January 18, 2023, Onyx Acquisition Co. I (the "Company") issued a press
release announcing that it is in advanced discussions with Helios Investment
Partners about a potential business combination which would result in the
creation of a new publicly listed energy transition infrastructure platform,
Helios Energy Transition Infrastructure ("HETI"), focused on the development of
natural gas and low-carbon energy infrastructure businesses and assets in Africa
(the "Proposed Transaction").
The Proposed Transaction is expected to be valued at an Enterprise Value of
approximately $1 billion, and the Company is targeting a completion of the
merger in the second half of 2023. There is no binding agreement with respect to
the Proposed Transaction, and negotiations remain subject to significant
contingencies, including the completion of due diligence, the negotiation and
execution of a mutually acceptable definitive agreement, confirmation and
documentation of fully committed financing, and requisite shareholder approvals.
There can be no assurances that the Company will successfully negotiate a
definitive agreement, or that the Proposed Transaction will be consummated.
On January 18, 2023, the Company also announced that, if the Extension Amendment
Proposal is approved at the Company's extraordinary general meeting (the
"Extraordinary General Meeting") to be held on January 26, 2023, Onyx
Acquisition Sponsor Co. LLC has agreed to contribute (each such contribution, a
"Contribution") into the Trust Account the lesser of (x) an aggregate of
$120,000 or (y) $0.035 per share for each public share that is not redeemed at
the Extraordinary General Meeting for each monthly period (commencing on
February 7, 2023 and ending on the 7th day of each subsequent month), or portion
thereof, that is needed by the Company to complete the Proposed Transaction
until August 7, 2023. For the avoidance of doubt, the maximum aggregate
Contributions to the trust account shall not exceed $720,000 based on six
monthly extensions.
Each monthly Contribution into the Company's trust account shall take the form
of a non-interest bearing, unsecured loan which 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.
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 Proposed
Transaction and the updated terms of the proposed Contributions.
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 18, 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.
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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 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 (i)
updated terms of the agreement by Onyx Acquisition Sponsor Co. LLC (our
"Sponsor") to deposit funds into the Company's trust account (the "Trust
Account") as a loan, if the Extension Amendment Proposal is approved at the
Extraordinary General Meeting and (ii) an update on the Company's discussions
with a counterparty to a potential business combination.
Terms used herein, unless otherwise defined, have the meanings set forth in the
Definitive Proxy Statement.
Update on Potential Business Combination
On January 18, 2023, the Company announced that it is in advanced discussions
with Helios Investment Partners about a potential business combination which
would result in the creation of a new publicly listed energy transition
infrastructure platform, Helios Energy Transition Infrastructure ("HETI"),
focused on the development of natural gas and low-carbon energy infrastructure
businesses and assets in Africa (the "Proposed Transaction").
HETI currently owns and is developing a portfolio of strategic infrastructure
assets and businesses delivering the energy transition in Africa. This portfolio
spans the natural gas, LNG and power value chain comprising liquefaction,
storage, regasification, pipeline infrastructure and power plants, supplying gas
and power to over 200 industrial customers and utilities across Africa on a
long-term contracted basis. The portfolio supports the displacement of expensive
and polluting coal and liquid fuels with cleaner, more affordable natural gas in
its target markets. In addition, HETI is developing a pipeline of low-carbon
fuel (blue and green hydrogen) and renewable/low-carbon power projects which
will utilize best-in-class partnerships and technology to take advantage of
Africa's renewable resource advantage and proximity to global end markets to
support the global Net Zero ambition.
The Proposed Transaction is expected to be valued at an Enterprise Value of
approximately $1 billion, and the Company is targeting a completion of the
merger in the second half of 2023. There is no binding agreement with respect to
the Proposed Transaction, and negotiations remain subject to significant
contingencies, including the completion of due diligence, the negotiation and
execution of a mutually acceptable definitive agreement, confirmation and
documentation of fully committed financing, and requisite shareholder approvals.
There can be no assurances that the Company will successfully negotiate a
definitive agreement, or that the Proposed Transaction will be consummated.
Sponsor Contribution to Trust Account
On January 18, 2023, the Company issued a press release announcing that, if the
Extension Amendment Proposal is approved at the Extraordinary General Meeting,
our Sponsor has agreed to contribute (each such contribution, a "Contribution")
into the Trust Account of the lesser of (x) an aggregate of $120,000 or (y)
$0.035 per share for each public share that is not redeemed at the Extraordinary
General Meeting for each monthly period (commencing on February 7, 2023 and
ending on the 7th day of each subsequent month), or portion thereof, that is
needed by the Company to complete the Proposed Transaction until August 7, 2023.
For the avoidance of doubt, the maximum aggregate Contributions to the trust
account shall not exceed $720,000 based on six monthly Contributions.
Each monthly Contribution into the Company's trust account shall take the form
of a non-interest bearing, unsecured loan which 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.
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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. Forward-looking statements generally relate to
future events or the Company's future financial or operating performance.
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," "would," "seem," "anticipates," "seeks," "future,"
"predicts," "potential" or "continue" or the negatives of these terms or
variations of them or similar terminology, but the absence of these words does
not mean that a statement is not forward-looking. Such statements may include,
but are not limited to, statements regarding the Proposed Transaction and the
proposed Contributions. These statements are based on current expectations on
the date of this press release and involve a number of risks and uncertainties
that may cause actual results to differ significantly. Many actual events and
circumstances are beyond the control of the Company and the other potential
parties to the Proposed Transaction. These forward looking statements are
subject to a number of risks and uncertainties, including: the Company's ability
to enter into definitive agreements or consummate a transaction with a target;
the risk that the approval of the Company's shareholders for the Proposed
Transaction is not obtained; failure to realize the anticipated benefits of the
Proposed Transaction, including as a result of a delay in consummating the
Proposed Transaction; the amount of redemption requests made by the Company's
shareholders and the amount of funds remaining in the Trust Account after
satisfaction of such requests; and those factors discussed in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2021 under the
heading "Risk Factors," and other documents of the Company filed, or to be
filed, with the SEC. If the risks materialize or assumptions prove incorrect,
actual results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that the Company
presently does not know or that the Company currently believes are immaterial
that could also cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements reflect the
Company's expectations, plans or forecasts of future events and views as of the
date hereof. The Company anticipates that subsequent events and developments
will cause the Company's assessments to change. 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. These forward-looking statements
should not be relied upon as representing the Company's assessments as of any
date subsequent to the date of this press release. 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated January 18, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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