{"url_path":"/sec/keyy/8-k/2026-06-08/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","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":309,"has_tables":true,"body_markdown":"** **\n\n**Item 3.02. Unregistered Sales of Equity Securities.**\n\n \n\nOn June 4, 2026, simultaneously\nwith the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreements, the Company completed the private sale of\nan aggregate of 8,468,750 warrants (the “Private Placement Warrants”) to the Sponsor and the Representatives at a purchase\nprice of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $8,468,750. Of the 8,468,750 Private Placement\nWarrants, the Sponsor purchased 5,593,750 Private Placement Warrants and the Representatives purchased 2,875,000 Private Placement Warrants.\nThe Private Placement Warrants are identical to the Warrants included as part of the Units sold in the IPO, except that, for so long as\nthe Private Placement Warrants are held by the Sponsor, the Representatives or their permitted transferees, the Private Placement Warrants\n(i) will not be redeemable by the Company, (ii) may not (including the Class A Ordinary Shares issuable upon exercise of the Private Placement\nWarrants), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s\ninitial business combination, (iii) may be exercised by the holders on a cashless basis, (iv) are entitled to registration rights, and\n(v) with respect to the Private Placement Warrants held by the Representatives and/or their designees, will not be exercisable more than\nfive years after the commencement of sales in the IPO. The Private Placement Warrants will be worthless if the Company does not complete\nan initial business combination. The material terms of the Private Placement Warrants are fully described in the Prospectus and are incorporated\nherein by reference. No underwriting discounts or commissions were paid with respect to the sale of the Private Placement Warrants. The\nissuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities\nAct of 1933, as amended.\n\n** **\n\n1"}