Keystone Acquisition Corp.

8-K · ea0293899-8k_keystone.htm iXBRL

0002102771

 2026-06-02
 2026-06-02

 0002102771

 KEYYU:UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValueAndOnehalfOfOneRedeemableWarrantMember

 2026-06-02
 2026-06-02

 0002102771

 KEYYU:ClassOrdinarySharesParValue0.0001PerShareMember

 2026-06-02
 2026-06-02

 0002102771

 KEYYU:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember

 2026-06-02
 2026-06-02

 iso4217:USD

 xbrli:shares

 iso4217:USD

 xbrli:shares

  

  

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

 FORM 8-K

  

 CURRENT REPORT

  

 PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

  

 Date of Report (Date of earliest event reported):
 June 2, 2026

  

 KEYSTONE ACQUISITION CORP.  

 (Exact name of registrant as specified in its charter)

  

 Cayman Islands
  
 001-43320
  
 N/A

 (State or other jurisdiction

of incorporation)
  
 (Commission File Number)
  
 (IRS Employer

Identification No.)

  

 142 West 57th Street

 11th Floor

 New York , New York 10019

 (Address of principal executive offices, including
zip code)

  

 Registrant’s telephone number, including
area code: ( 408 ) 482-7532

  

 Not Applicable

 (Former name or former address, if changed since last report)

  

 Securities registered pursuant to Section 12(b)
of the Act:

  

 Title of each class
  
 Trading Symbol(s)
  
 Name of each exchange on which registered

 Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
  
 KEYYU
  
 The Nasdaq Stock Market LLC

 Class A ordinary shares, par value $0.0001 per share
  
 KEYY
  
 The Nasdaq Stock Market LLC

 Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
  
 KEYYW
  
 The Nasdaq Stock Market LLC

  

 Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  

 ☐
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  
  

 ☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  
  

 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  
  

 ☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 Emerging growth company ☒

  

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

  

  

  

  

  

 Item 1.01. Entry into a Material Definitive Agreement.

  

 On June 4, 2026, Keystone
Acquisition Corp. (the “ Company ”) consummated its initial public offering (“ IPO ”) of 28,750,000
units (the “ Units ”), including the issuance of 3,750,000 Units as a result of the underwriters’ exercise of the
over-allotment option in full. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “ Class
A Ordinary Shares ”), and one-half of one redeemable warrant of the Company (each whole warrant, a “ Warrant ”),
with each Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, beginning
30 days after the completion of the Company’s initial business combination. The Units were sold at a price of $10.00 per Unit, generating
gross proceeds to the Company of $287,500,000.

  

 In connection with the IPO,
the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration
Statement on Form S-1 (File No. 333-295539) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “ Commission ”)
on May 4, 2026, as amended (the “ Registration Statement ”):

  

  
 ●
 An Underwriting Agreement, dated June 2, 2026, by and between the Company, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC and Clear Street LLC, as representatives of the underwriters (the “ Representatives ”), a copy of which is attached as Exhibit 1.1 hereto and is incorporated herein by reference.

  

  
 ●
 A Warrant Agreement, dated June 2, 2026, by and between the Company and Efficiency INC. (“ Efficiency ”), as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and is incorporated herein by reference.

  

  
 ●
 A Letter Agreement, dated June 2, 2026, by and among the Company, its executive officers, its directors, its advisors and Keystone International Acquisition Management LLC, the Company’s sponsor (the “ Sponsor ”), a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

  

  
 ●
 An Investment Management Trust Agreement, dated June 2, 2026, by and between the Company and Efficiency, as trustee, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.

  

  
 ●
 A Registration Rights Agreement, dated June 2, 2026, by and among the Company, the Sponsor and the holders signatory thereto, a copy of which is attached as Exhibit 10.3 hereto and is incorporated herein by reference.

  

  
 ●
 A Private Placement Warrants Purchase Agreement, dated June 2, 2026, by and between the Company and the Sponsor (the “ Sponsor Private Placement Warrants Purchase Agreement ”), a copy of which is attached as Exhibit 10.4 hereto and is incorporated herein by reference.

  

  
 ●
 A Private Placement Warrants Purchase Agreement, dated June 2, 2026, by and between the Company and the Representatives (the “ Underwriters Private Placement Warrants Purchase Agreement ” and together with Sponsor Private Placement Warrants Purchase Agreement, the “ Private Placement Warrants Purchase Agreements ”), a copy of which is attached as Exhibit 10.5 hereto and is incorporated herein by reference.

  

  
 ●
 An Administrative Services and Indemnification Agreement, dated June 2, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and is incorporated herein by reference.

  

 The material terms of such
agreements are fully described in the Company’s final prospectus, dated June 2, 2026, as filed with the Commission on June 3, 2026
(the “ Prospectus ”) and are incorporated herein by reference.

  

 Item 3.02. Unregistered Sales of Equity Securities.

  

 On June 4, 2026, simultaneously
with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreements, the Company completed the private sale of
an aggregate of 8,468,750 warrants (the “ Private Placement Warrants ”) to the Sponsor and the Representatives at a purchase
price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $8,468,750. Of the 8,468,750 Private Placement
Warrants, the Sponsor purchased 5,593,750 Private Placement Warrants and the Representatives purchased 2,875,000 Private Placement Warrants.
The Private Placement Warrants are identical to the Warrants included as part of the Units sold in the IPO, except that, for so long as
the Private Placement Warrants are held by the Sponsor, the Representatives or their permitted transferees, the Private Placement Warrants
(i) will not be redeemable by the Company, (ii) may not (including the Class A Ordinary Shares issuable upon exercise of the Private Placement
Warrants), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s
initial business combination, (iii) may be exercised by the holders on a cashless basis, (iv) are entitled to registration rights, and
(v) with respect to the Private Placement Warrants held by the Representatives and/or their designees, will not be exercisable more than
five years after the commencement of sales in the IPO. The Private Placement Warrants will be worthless if the Company does not complete
an initial business combination. The material terms of the Private Placement Warrants are fully described in the Prospectus and are incorporated
herein by reference. No underwriting discounts or commissions were paid with respect to the sale of the Private Placement Warrants. The
issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act of 1933, as amended.

  

 1

  

  

 Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

  

 On June 2, 2026, in connection
with the IPO, Speaker John A. Boehner, Paul Y. Cho and Martin Payne were appointed to the board of directors of the Company (the “ Board ”).
Speaker Boehner, Mr. Cho and Mr. Payne are independent directors. Effective June 2, 2026, Speaker Boehner, Mr. Cho and Mr. Payne were
appointed to the Board’s Audit Committee and Speaker Boehner and Mr. Payne were appointed to the Board’s Compensation Committee,
with Mr. Cho and Speaker Boehner serving as chair of the Audit Committee and chair of the Compensation Committee, respectively.

  

 Following the appointment
of Speaker Boehner, Mr. Cho and Mr. Payne, the Board is comprised of three classes. The term of office of the first class of directors,
Class I, consisting of Mr. Cho, will expire at the Company’s first annual meeting of shareholders. The term of office of the second
class of directors, Class II, consisting of Speaker Boehner and Mr. Payne, will expire at the Company’s second annual meeting of
shareholders. The term of office of the third class of directors, Class III, consisting of James Park, will expire at the Company’s
third annual meeting of shareholders.

  

 On June 2, 2026, in connection
with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an indemnity agreement
with the Company in the form previously filed as Exhibit 10.6 to the Registration Statement. In addition, Speaker Boehner, Mr. Payne and
Mr. Cho received 40,000, 35,000 and 25,000 Class B ordinary shares of the Company, respectively, as compensation for their service as
directors of the Company.

  

 Other than the foregoing,
none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors,
nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

  

 The foregoing descriptions
of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in their entireties by reference
to the Letter Agreement and form of indemnity agreement, copies of which are attached as Exhibit 10.1 hereto and Exhibit 10.6 to the Registration
Statement, respectively, and are incorporated herein by reference.

  

 Item 5.03. Amendments to Certificate of Incorporation or Bylaws;
Change in Fiscal Year.

  

 On June 2, 2026, in connection
with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “ Amended Articles ”),
effective the same day. The terms of the Amended Articles are set forth in the Registration Statement and are incorporated herein by reference.
A copy of the Amended Articles is attached as Exhibit 3.1 hereto and incorporated herein by reference.

  

 Item 8.01. Other Events.

  

 A total of $288,218,750 of
the net proceeds from the IPO (which amount includes up to $11,500,000 of the underwriters’ deferred commission) and the sale of
the Private Placement Warrants, was placed in a U.S.-based trust account maintained by Efficiency, acting as trustee. Except with respect
to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes (which shall exclude any
1% U.S. federal excise tax on stock repurchases under the Inflation Reduction Act of 2022 that is imposed on us, if any) and up to $100,000
of interest to pay liquidation expenses, the funds held in the trust account will not be released from the trust account until the earliest
of (i) the completion of the Company’s initial business combination or an earlier redemption in connection with the commencement
of the consummation of the initial business combination if the Company determines it is desirable to facilitate the completion of the
initial business combination, (ii) the redemption of the Class A Ordinary Shares included in the Units sold in the IPO (the “ public
shares ”) if the Company is unable to complete its initial business combination within 21 months from the closing of the IPO,
subject to applicable law or (iii) the redemption of any of the public shares properly submitted in connection with a shareholder vote
to amend the Company’s Amended Articles (A) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with its initial business combination or to redeem 100% of its public shares if it has not consummated an initial business
combination within 21 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders’
rights or pre-initial business combination activity.

  

 2

  

  

 On June 2, 2026, the Company
issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

  

 On June 4, 2026, the Company
issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

  

 Item 9.01 Financial Statements and Exhibits.

  

 (d) Exhibits

  

 EXHIBIT INDEX

  

 Exhibit No.
  
 Description

 1.1
  
 Underwriting Agreement, dated June 2, 2026, by and between the Company and the Representatives.

 3.1
  
 Amended and Restated Memorandum and Articles of Association.

 4.1
  
 Warrant Agreement, dated June 2, 2026, by and between the Company and Efficiency, as warrant agent.

 10.1
  
 Letter Agreement, dated June 2, 2026, by and among the Company, its executive officers, its directors, its advisors and the Sponsor.

 10.2
  
 Investment Management Trust Agreement, dated June 2, 2026, by and between the Company and Efficiency, as trustee.

 10.3
  
 Registration Rights Agreement, dated June 2, 2026, by and among the Company, the Sponsor and the Holders signatory thereto.

 10.4
  
 Private Placement Warrants Purchase Agreement, dated June 2, 2026, by and between the Company and the Sponsor.

 10.5
  
 Private Placement Warrants Purchase Agreement, dated June 2, 2026, by and between the Company and the Underwriters.

 10.6
  
 Administrative Services and Indemnification Agreement, dated June 2, 2026, by and between the Company and the Sponsor.

 99.1
  
 Press Release, dated June 2, 2026.

 99.2
  
 Press Release, dated June 4, 2026.

 104
  
 Cover Page Interactive Data File (embedded within the Inline XBRL document).

  

 3

  

  

 SIGNATURE

  

 Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.

  

  
 KEYSTONE ACQUISITION CORP.

  
  
  

  
 By: 
 /s/ Richard Chin

  
  
 Name: 
 Richard Chin

  
  
 Title:
 Chief Executive Officer

  
  
  

 Dated: June 8, 2026
  
  

  

 4