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Keystone Acquisition Corp. (KEYYU) closes $287.5M SPAC IPO and funds trust

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(Very High)
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Form Type
8-K

Rhea-AI Filing Summary

Keystone Acquisition Corp. completed its initial public offering of 28,750,000 units, generating gross proceeds of $287,500,000. Each unit includes one Class A ordinary share and one-half of a redeemable warrant exercisable at $11.50 per share after a future business combination.

The company also sold 8,468,750 private placement warrants for $8,468,750, with terms that restrict transfer, allow cashless exercise and provide registration rights. In total, $288,218,750 from the IPO and private placement was deposited into a trust account for a future acquisition.

Keystone appointed three independent directors, set up staggered board classes, granted them Class B shares as compensation and adopted amended and restated governing documents in connection with the IPO.

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Insights

Keystone’s SPAC IPO raises significant cash and fully funds its trust.

Keystone Acquisition Corp. raised $287.5M by selling 28,750,000 units and another $8.47M via 8,468,750 private placement warrants. This structure is typical for a SPAC, pairing public units with insider-funded warrants to cover offering costs and working capital.

The company placed $288.22M, or $10.025 per public unit, into a trust account earmarked for a future business combination. Funds remain locked except for taxes and limited liquidation costs, which helps protect public shareholders until a deal is completed or the SPAC is wound down.

Board appointments, staggered director terms, Class B share grants and adoption of amended articles establish long-term governance for the blank check vehicle. Future filings describing a proposed business combination will determine how this IPO cash is ultimately deployed and how attractive the transaction is for shareholders.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
IPO units sold 28,750,000 units Initial public offering size
IPO gross proceeds $287,500,000 Gross proceeds from unit sales
Private placement warrants 8,468,750 warrants Warrants sold in concurrent private placement
Private placement proceeds $8,468,750 Gross proceeds from private warrants
Funds in trust account $288,218,750 IPO and private placement proceeds held in trust
Trust funding per unit $10.025 per unit Amount deposited in trust per public unit
Warrant exercise price $11.50 per share Exercise price for each whole warrant
Independent director share grants 100,000 Class B shares 40,000, 35,000 and 25,000 shares to three directors
initial public offering financial
"announced the pricing of its initial public offering of 25,000,000 units"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
over-allotment option financial
"3,750,000 Units as a result of the underwriters’ exercise of the over-allotment option in full"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
Private Placement Warrants financial
"completed the private sale of an aggregate of 8,468,750 warrants (the “Private Placement Warrants”)"
Private placement warrants are tradable coupons given directly to a limited group of investors that let the holder buy a company's shares at a fixed price before a set expiration date. They matter to investors because they can provide extra upside if the stock rises and give companies a way to raise money outside a public offering, but they also can increase the number of shares outstanding (dilution) and therefore affect share value and investor returns.
trust account financial
"was placed in a U.S.-based trust account maintained by Efficiency, acting as trustee"
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
blank check company financial
"Keystone Acquisition Corp. is a blank check company formed for the purpose of effecting a merger"
A blank check company is a publicly listed shell that raises money from investors before naming a specific business to buy or merge with, similar to handing a cashier a signed check and asking them to fill in the payee later. It matters to investors because it offers a faster, often cheaper path for private firms to become public, but carries extra risk since returns depend on the organizers’ ability to find a good deal and on limited information about the future business.
Amended and Restated Memorandum and Articles of Association regulatory
"the Company adopted its Amended and Restated Memorandum and Articles of Association"
A document that replaces and combines a company’s core governing papers into a single, updated set of rules spelling out the company’s purpose, share structure, voting rights and how decisions are made. Think of it as rewriting and consolidating a household’s rulebook so everyone knows who controls what and how major choices are handled. Investors watch these changes because they can alter ownership rights, governance, dividend policy and takeover protections, affecting value and control.
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Understanding 8-K Material Events →
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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

 

Exhibit 99.1

 

Keystone Acquisition Corp. Announces Pricing of $250 Million Initial Public Offering

 

NEW YORK, NEW YORK, JUNE 2, 2026 (GLOBE NEWSWIRE) – Keystone Acquisition Corp. (Nasdaq: KEYY) (the “Company”) today announced the pricing of its initial public offering of 25,000,000 units at a public offering price of $10.00 per unit, for aggregate gross proceeds of $250,000,000.

 

Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share.

 

The units are expected to begin trading on The Nasdaq Global Market (“Nasdaq”) under the ticker symbol “KEYYU” on June 3, 2026. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “KEYY” and “KEYYW”, respectively. The offering is expected to close on June 4, 2026, subject to customary closing conditions.

 

Keystone Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. While the Company may pursue an initial business combination in any sector or geographic region, it intends initially to focus on opportunities in the high growth sectors related to innovation in United States industrial development, with an emphasis on energy transition & critical minerals, shipbuilding & maritime engineering, semiconductors & advanced electronics, digital infrastructure & data centers, and digital assets & crypto treasuries.

 

Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC is acting as the lead book-running manager for the offering.

 

A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

The offering is being made only by means of a prospectus. Copies of the prospectus relating to this offering may be obtained from Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, 3 Columbus Circle, 24th Floor, New York, NY 10019, Attention: Prospectus Department, or by email at capitalmarkets@cohencm.com.

 

 

 

Cautionary Note Concerning Forward-Looking Statements

 

This press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated use of the net proceeds of the initial public offering and the Company’s search for an initial business combination. No assurance can be given that the offering will be completed on the terms described, or at all, or that the proceeds will be used as indicated. Forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond the control of the Company, as described in the “Risk Factors” section of the Company’s registration statement for the initial public offering filed with the SEC and available on the SEC’s website at www.sec.gov. The Company undertakes no obligation to update or revise any forward-looking statements, except as required by law.

 

 

 

Contact

 

Jake Cho
Chief Financial Officer
Keystone Acquisition Corp.
jake.cho@kystinter.com

 

Exhibit 99.2

 

Keystone Acquisition Corp. Announces Closing of $287.5 Million Initial Public Offering Including Exercise of Underwriters’ Over-Allotment Option

 

NEW YORK, NEW YORK, JUNE 4, 2026 (GLOBE NEWSWIRE) – Keystone Acquisition Corp. (Nasdaq: KEYYU) (the “Company”) today announced the closing of its initial public offering of 28,750,000 units, which includes 3,750,000 units issued pursuant to the exercise by the underwriters of their over-allotment option, at a public offering price of $10.025 per unit. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable to purchase one Class A ordinary share at a price of $11.50 per share.

 

The units are listed on The Nasdaq Global Market (“Nasdaq”) and commenced trading under the ticker symbol “KEYYU” on June 3, 2026. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “KEYY” and “KEYYW,” respectively.

 

Concurrently with the closing of the initial public offering, the Company closed on a private placement of 8,468,750 warrants at a price of $1.00 per warrant, resulting in gross proceeds of $8,468,750. Keystone International Acquisition Management LLC, the Company’s sponsor, purchased 5,593,750 of the private placement warrants, Cohen & Company Capital Markets purchased 2,731,250 of the private placement warrants and Clear Street LLC purchased 143,750 of the private placement warrants. Each private placement warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. Of the proceeds received from the consummation of the initial public offering and a simultaneous private placement of warrants, $288,218,750 (or $10.025 per unit sold in the public offering) was placed in trust.

 

Keystone Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. While the Company may pursue an initial business combination in any sector or geographic region, it intends initially to focus on opportunities in the high growth sectors related to innovation in United States industrial development, with an emphasis on energy transition & critical minerals, shipbuilding & maritime engineering, semiconductors & advanced electronics, digital infrastructure & data centers, and digital assets & crypto treasuries.

 

Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, acted as the lead book-running manager of the offering. Clear Street LLC is acting as co-manager for the offering.

 

A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

The offering was made only by means of a prospectus. Copies of the prospectus relating to this offering may be obtained from Cohen & Company Capital Markets, 3 Columbus Circle, 24th Floor, New York, NY 10019, Attention: Prospectus Department, or by email at: capitalmarkets@cohencm.com.

 

Cautionary Note Concerning Forward-Looking Statements

 

This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination and the anticipated use of the net proceeds of the initial public offering and simultaneous private placement. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement for the initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Contact

 

Jake Cho

Chief Financial Officer

Keystone Acquisition Corp.

jake.cho@kystinter.com

Source: View Original Filing on SEC EDGAR

FAQ

What did Keystone Acquisition Corp. (KEYYU) raise in its SPAC IPO?

Keystone Acquisition Corp. raised $287,500,000 by selling 28,750,000 units in its initial public offering. Each unit includes one Class A ordinary share and one-half of a redeemable warrant, forming the capital base for a future business combination.

How is the Keystone Acquisition Corp. (KEYYU) IPO trust account funded?

Keystone placed $288,218,750 into a U.S.-based trust account, equal to $10.025 per public unit. These funds come from the IPO and concurrent private warrant placement and are reserved for completing a business combination or redeeming public shares under specified conditions.

What are the key terms of Keystone Acquisition Corp.’s public warrants?

Each whole warrant allows the holder to buy one Class A ordinary share at $11.50 per share. The warrants become exercisable beginning 30 days after Keystone completes its initial business combination, giving investors leveraged exposure to any post-merger share price appreciation.

What private placement did Keystone Acquisition Corp. (KEYYU) complete alongside the IPO?

Alongside the IPO, Keystone sold 8,468,750 private placement warrants at $1.00 each, generating $8,468,750. These warrants mirror public warrants but feature transfer restrictions, cashless exercise rights, registration rights and non-redeemability while held by the sponsor or underwriters.

How is Keystone Acquisition Corp.’s board structured after the IPO?

Keystone appointed three independent directors and organized its board into three staggered classes. Class I, II and III terms expire at the first, second and third annual meetings respectively, supporting continuity and governance stability as the SPAC pursues a business combination.

What director compensation did Keystone Acquisition Corp. grant in shares?

In connection with their appointments, Keystone granted 40,000 Class B shares to Speaker John A. Boehner, 35,000 to Martin Payne and 25,000 to Paul Y. Cho. These equity awards align director incentives with shareholder outcomes during the SPAC’s deal search.

Filing Exhibits & Attachments

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