{"url_path":"/sec/keyy/8-k/2026-06-08/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election","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":393,"has_tables":true,"body_markdown":"**Item 5.02. Departure of Directors or Certain Officers; Election\nof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n** **\n\nOn June 2, 2026, in connection\nwith the IPO, Speaker John A. Boehner, Paul Y. Cho and Martin Payne were appointed to the board of directors of the Company (the “Board”).\nSpeaker Boehner, Mr. Cho and Mr. Payne are independent directors. Effective June 2, 2026, Speaker Boehner, Mr. Cho and Mr. Payne were\nappointed to the Board’s Audit Committee and Speaker Boehner and Mr. Payne were appointed to the Board’s Compensation Committee,\nwith Mr. Cho and Speaker Boehner serving as chair of the Audit Committee and chair of the Compensation Committee, respectively.\n\n \n\nFollowing the appointment\nof Speaker Boehner, Mr. Cho and Mr. Payne, the Board is comprised of three classes. The term of office of the first class of directors,\nClass I, consisting of Mr. Cho, will expire at the Company’s first annual meeting of shareholders. The term of office of the second\nclass of directors, Class II, consisting of Speaker Boehner and Mr. Payne, will expire at the Company’s second annual meeting of\nshareholders. The term of office of the third class of directors, Class III, consisting of James Park, will expire at the Company’s\nthird annual meeting of shareholders.\n\n \n\nOn June 2, 2026, in connection\nwith their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an indemnity agreement\nwith the Company in the form previously filed as Exhibit 10.6 to the Registration Statement. In addition, Speaker Boehner, Mr. Payne and\nMr. Cho received 40,000, 35,000 and 25,000 Class B ordinary shares of the Company, respectively, as compensation for their service as\ndirectors of the Company.\n\n \n\nOther than the foregoing,\nnone of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors,\nnor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.\n\n \n\nThe foregoing descriptions\nof the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in their entireties by reference\nto 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\nStatement, respectively, and are incorporated herein by reference."}