Keystone Acquisition Corp.

8-K · ea0294122-8k_keystone.htm iXBRL

0002102771

 2026-06-04
 2026-06-04

 0002102771

 KEYYU:UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValueAndOnehalfOfOneRedeemableWarrantMember

 2026-06-04
 2026-06-04

 0002102771

 KEYYU:ClassOrdinarySharesParValue0.0001PerShareMember

 2026-06-04
 2026-06-04

 0002102771

 KEYYU:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember

 2026-06-04
 2026-06-04

 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 4, 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 8.01. Other Events.

  

 As previously reported, 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 their 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. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $287,500,000.

  

 Also as previously reported,
on June 4, 2026, simultaneously with the consummation of the IPO, the Company completed the private sale (the “ Private Placement ”)
of an aggregate of 8,468,750 warrants (the “ Private Placement Warrants ”) to Keystone International Acquisition Management
LLC (the “ Sponsor ”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC and Clear
Street LLC, as representatives of the underwriters (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.

  

 A total of $288,218,750 of
the proceeds from the IPO and Private Placement, which amount includes up to $11,500,000 of the underwriters’ deferred commission,
was placed in a U.S.-based trust account maintained by Efficiency INC., acting as trustee.

  

 An audited balance sheet as
of June 4, 2026 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company
and is included as Exhibit 99.1 to this Current Report on Form 8-K.

  

 Item 9.01 Financial Statements and Exhibits.

  

 (d) Exhibits

  

 EXHIBIT INDEX

  

 Exhibit No.
  
 Description

 99.1
  
 Audited Balance Sheet as of June 4, 2026.

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

  

 1

  

  

 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 10, 2026
  
  
  

  

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