{"url_path":"/sec/keyy/8-k/2026-06-08/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-08","source_url":"https://www.sec.gov/Archives/edgar/data/2102771/0001213900-26-066255-index.html","accession_number":"0001213900-26-066255","cik":"0002102771","ticker":"KEYY","issuer_name":"Keystone Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2102771/0001213900-26-066255-index.html","primary_entity_key":"0002102771","primary_entity_name":"Keystone Acquisition Corp."},"word_count":566,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement.**\n\n** **\n\nOn June 4, 2026, Keystone\nAcquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of 28,750,000\nunits (the “Units”), including the issuance of 3,750,000 Units as a result of the underwriters’ exercise of the\nover-allotment option in full. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class\nA Ordinary Shares”), and one-half of one redeemable warrant of the Company (each whole warrant, a “Warrant”),\nwith each Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, beginning\n30 days after the completion of the Company’s initial business combination. The Units were sold at a price of $10.00 per Unit, generating\ngross proceeds to the Company of $287,500,000.\n\n \n\nIn connection with the IPO,\nthe Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration\nStatement on Form S-1 (File No. 333-295539) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”)\non May 4, 2026, as amended (the “Registration Statement”):\n\n \n\n \n●\nAn 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.\n\n \n\n \n●\nA 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.\n\n \n\n \n●\nA 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.\n\n \n\n \n●\nAn 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.\n\n \n\n \n●\nA 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.\n\n \n\n \n●\nA 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.\n\n \n\n \n●\nA 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.\n\n \n\n \n●\nAn 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.\n\n \n\nThe material terms of such\nagreements are fully described in the Company’s final prospectus, dated June 2, 2026, as filed with the Commission on June 3, 2026\n(the “Prospectus”) and are incorporated herein by reference."}