The proposed merger would result in the creation of a newly combined company focused on the development of natural gas and low-carbon energy in Africa and would be called Helios Energy Transition Infrastructure (HETI).
Although there isn’t a binding agreement set in place just yet, Onyx is already targeting a completion of the merger in the second half of 2023.
The SPAC is currently facing a completion deadline of February 5, but is looking to extend its timeline by 6 months to August 7. If the extension is approved at its meeting on January 26, then the company’s sponsor, Onyx Acquisition Sponsor Co. LLC, will contribute $120,000 into the trust, or $0.035 per share for each share that is not redeemed for each monthly period.
The maximum contributions to the trust are not allowed to exceed $720,000 based on six monthly contributions. Additionally, each monthly contribution will take the form of a non-interest bearing, unsecured loan which will be repayable by Onyx upon completion of its proposed business combination.
If Onyx is unable to complete the transaction by August 7, then the promissory note will be repaid only from funds held outside of the trust account or will be forfeited, eliminated or otherwise forgiven.
The SPAC originally scheduled its extension meeting for January 12, but postponed it to January 26 to allow for additional time to engage with shareholders. At that time, Onyx also disclosed that holders of its outstanding Class B ordinary shares expect to convert all their shares into Class A ordinary shares prior to any redemption.
Onyx likely hopes that the prospect of a specific deal waiting in the wings will keep a few more shareholders around at its vote to at least see and hear more. But, since this deal is not at the “definitive agreement” stage, but a non-binding LOI, SPACInsider will not consider this deal fully “announced”. As such, it will remain in the “Searching” category until a definitive agreement is signed.
HETI owns and is in the process of developing a portfolio of infrastructure assets and businesses delivering the energy transition in Africa. Its portfolio spans the natural gas, liquefied natural gas, 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.
Onyx announced the pricing of its upsized $230 million IPO in November 2021 and originally set out to combine with a target in the general industrials and construction technology sectors. The SPAC is led by Director, Chairman and CEO Michael Stern, President Benjamin Lerner and CFO Matthew Vodola.