KEYY SEC filings, in plain English
Everything Keystone Acquisition has filed with the SEC that we hold — 19 filings, newest first, 17 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Quarterly report (Form 10-Q) for a blank-check SPAC following its initial public offering. The company completed its IPO on June 4, 2026, raising $287.5 million (plus $8.5 million from private placement), deposited $288.2 million into trust ($10.025 per unit), and incurred $17.9 million in transaction costs. As of June 30, 2026, trust value is $288.97 million ($10.05 per share). No business combination target has been announced. The company reports a net income of $74,031 for the quarter and $36,791 for the six-month period, primarily from trust interest. Management expresses substantial doubt about going concern due to limited working capital ($805,993) and no assurance of completing a deal by March 4, 2028. Why it matters: This is the first financial report post-IPO, establishing the baseline trust value, expense run rate, and cash position. The going concern qualification highlights the risk if no deal is consummated. The trust per-share value ($10.05) is slightly above the IPO price, providing a small buffer for redemptions. No deal progress or extensions indicate the SPAC is still in the early search phase. Sponsor conduct appears standard with no adverse findings.
What changed: a routine compliance exhibit — Schedule 13G (Beneficial Ownership Report) identifying AQR Capital Management, LLC; AQR Capital Management Holdings, LLC; and AQR Arbitrage, LLC as reporting holders. The filing text contains no updates to redemption deadlines, the $10.025 per-share trust value, extension provisions, target deal progress, or sponsor conduct. The document lists only the legal names of three AQR-affiliated entities as beneficial owners. No additional substantive disclosures regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel appear in the excerpt. The filing itself asserts the listed holder identities, with no executive statements, press remarks, or management claims attributable to any corporate officer, board member, or external advisor. Why it matters: For investors tracking KEYY’s redemption mechanics, this 13G reflects standard institutional position reporting by AQR vehicles and introduces no new variables that would affect the 2028-03-03 deadline or the $10.025 trust-composition baseline. Because the SEC submission contains no operational milestones, transaction advancements, or sponsor actions, it does not materially shift redemption behavior or valuation expectations this week. Monitoring should continue toward subsequent 8-Ks, S-4 registrations, or amended Schedules 13D/G that would disclose actual business combination momentum, redemption thresholds, or timeline adjustments.
What changed: A routine compliance exhibit — specifically, a Joint Filing Agreement attached to a Schedule 13G beneficial ownership report, executed by Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman, with Hayley Stein signing as Attorney-in-fact on August 13, 2026. Attributed to the four signatory entities in the agreement, the filing reports zero alterations to the redemption calendar, trust account balance, extension provisions, or business combination timeline. The signatories confirm only that they will submit future amendments collectively pursuant to Rule13d-1(k), referencing an underlying Schedule 13G statement dated June 30, 2026. No new target announcements, shareholder voting directives, or sponsor capital calls are documented. Why it matters: The agreement further attests that the named vehicles maintain aggregated reporting thresholds, indicating sustained institutional positioning rather than active deal pursuit or portfolio rebalancing. According to the executed terms, this procedural alignment among affiliated funds does not trigger cash-redemption windows, alter trust distribution mechanics, or signal imminent trust depletion. Absent amended ownership percentages or proposed merger terms, the document provides no material impetus to adjust redemption expectations or sponsorship monitoring.
What changed: A Form 8-K current report and attached press release announcing that holders of Keystone Acquisition Corp.’s public units may elect to separately trade the underlying Class A ordinary shares and warrants. The filing confirms no adjustments to the March 3, 2028 liquidation deadline, the referenced $10.025 per-share trust balance, or the sponsor’s active search timeline. The sole mechanical update is that unit holders may now elect to bifurcate their positions starting on or about June 22, 2026. Separated Class A ordinary shares (par value $0.0001 per share) will trade under ticker KEYy, and whole warrants (exercise price $11.50 per share) will trade under ticker KEYyW. Unseparated units remain listed as KEYyu. The press release mandates that brokers contact transfer agent Efficiency INC. to process the split, specifies that no fractional warrants will issue, and confirms a Section 8(a) registration statement has become effective. Why it matters: This submission updates secondary-market liquidity options for public investors ahead of any future business combination vote, without triggering redemption windows, trust distribution calculations, or extension provisions. The attached press release details the sponsor’s stated acquisition scope, noting the company 'intends initially to focus on opportunities and companies that sit within 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.' The same document attributes the successful completion of the initial public offering—which consisted of 28,750,000 total units, including 3,750,000 units from the underwriters’ fully exercised overallotment option—as having occurred on June 4, 2026. Executive attribution in the 8-K identifies Richard Chin as signing Chief Executive Officer and cites Jake Cho as Chief Financial Officer.
What changed: This document is a Current Report on Form 8-K accompanied by an audited balance sheet and detailed financial statement notes, which formally discloses the consummation of Keystone Acquisition Corp.’s initial public offering and establishes its pre-combination structural terms. According to the Company's filing, on June 4, 2026, it sold 28,750,000 Units at a price of $10.00 per Unit, generating gross proceeds of $287,500,000, and simultaneously closed a private placement of 8,468,750 warrants to the Sponsor and underwriters for $8,468,750. The filing specifies that $288,218,750 ($10.025 per Unit) was placed in a Trust Account with Efficiency INC. acting as trustee. The Company established a 21-month completion window from the June 4, 2026 closing date, noting it may seek shareholder approval to amend its charter to extend the period, though it does not expect to exceed 36 months total. Public shareholders retain redemption rights at an initial value of $10.025 per share, plus any pro rata interest earned on trust funds, whether voting for/against a transaction or abstaining. The Sponsor, Keystone International Acquisition Management LLC, holds 9,583,333 Founder Shares, has contractually waived redemption rights on those shares, and the Company states the Sponsor will be liable to restore the Trust Account to $10.025 per share if third-party claims reduce it below that level (net of taxes payable and up to $100,000 for liquidation expenses). Additionally, the filing confirms a $20,000 per month administrative services payment to the Sponsor during the 21-month search period, while underwriters hold $11,500,000 in deferred compensation payable exclusively from Trust assets upon a Business Combination closing. Why it matters: For investors tracking redemption economics and timeline risk, the filing fixes the initial trust floor at $10.025 per share rather than a standard $10.00 benchmark, directly calibrating expected per-share recovery prior to interest accretion. The documented 21-month deadline dictates when mandatory extension votes will trigger, at which point public shareholders gain additional redemption opportunities. The explicit $20,000 monthly administrative fee to the Sponsor operates outside the Trust Account, meaning operating cash outflows will draw from the Company's $1,950,000 in working capital rather than eroding the $288,218,750 held for public shareholders. The Sponsor’s indemnification and liquidity restoration obligation provides a direct contractual backstop for trust value preservation against vendor claims. Meanwhile, the $11,500,000 deferred underwriting fee establishes a fixed, senior obligation that will immediately reduce the net capital available for redemption payouts or target enterprise funding once a business combination is approved. As the Company states it 'has not commenced any operations' and anticipates generating 'non-operating income in the form of interest income,' all near-term shareholder exposure remains tied strictly to these newly disclosed structural mechanics and timeline parameters.
What changed: Form 8-K filed June 8, 2026, reporting Keystone Acquisition Corp.'s initial public offering, which closed June 4, 2026: 28,750,000 units sold (including full exercise of the underwriters' 3,750,000-unit over-allotment), plus the related underwriting, warrant, trust, letter, registration rights, private placement warrant purchase and administrative services agreements, the amended and restated memorandum and articles of association, new independent directors, and pricing/closing press releases. Keystone consummated its IPO on June 4, 2026, selling 28,750,000 units and completing a simultaneous private placement of 8,468,750 warrants at $1.00 each. The 8-K states units were sold at $10.00 per unit and gross IPO proceeds were $287,500,000; the June 4 press release states the offering price was $10.025 per unit and that $288,218,750, or $10.025 per unit sold, was placed in trust. The company adopted amended charter documents with a 21-month deadline from IPO closing to complete a business combination, appointed Speaker John A. Boehner, Paul Y. Cho and Martin Payne to the board, and began trading units on Nasdaq under KEYYU on June 3, 2026. Why it matters: This filing establishes the trust-funded foundation of the SPAC's search period and the redemption mechanics that investors will track: trust proceeds can be released only for a business combination, public-share redemptions, or liquidation if no deal closes within 21 months of the June 4, 2026 IPO closing. It also sets sponsor/insider lock-ups, voting and no-redemption commitments, warrant terms at $11.50 per share, and the company's stated initial focus on U.S. industrial-innovation sectors including energy transition and critical minerals, shipbuilding and maritime engineering, semiconductors and advanced electronics, digital infrastructure and data centers, and digital assets and crypto treasuries. No target is identified.
What changed: Prospectus for initial public offering of Keystone Acquisition Corp., a blank check company (SPAC), filed pursuant to Rule 424(b)(4). This is the final IPO prospectus for a new $250 million SPAC. Key terms: 25,000,000 units at $10.00 each, each unit consisting of one Class A ordinary share and one-half warrant. Trust account funded at $10.025 per unit ($250,625,000, or up to $288,218,750 with over-allotment). Deadline to complete a business combination is 21 months from closing (with potential extension up to 36 months). Redemption rights for public shareholders with a 15% cap on redemptions by any group. Sponsor holds 9,583,333 founder shares (up to 1,250,000 subject to forfeiture). Underwriters Cohen & Co. and Clear Street. Management includes former Speaker John Boehner and former SKGR CEO Richard Chin. No target selected; focus on U.S. industrial innovation sectors (energy transition, semiconductors, shipbuilding, digital infrastructure, digital assets). Why it matters: This filing establishes the full terms of a new $250 million SPAC with a prominent management team and board (including former Speaker Boehner) and a focus on U.S. industrial innovation. Key mechanics for investors: trust value $10.025/unit, 21-month deadline with possible extension to 36 months, 15% redemption cap, anti-dilution protection for founder shares, and warrant adjustment triggers. The document provides complete disclosure on sponsor economics, dilution, conflicts, and market strategy. Investors need this to evaluate redemption risk, sponsor incentives, and deal timeline.
What changed: SEC Form 3 – insider ownership report. Director John A. Boehner submitted a Form 3 disclosing “No non-derivative transactions or holdings reported.” The filing records zero insider equity or derivative movements, leaves the SPAC’s SEARCHING status intact, and does not alter the $10.025 trust/share balance, the 2028-03-03 redemption deadline, or any pending combination progress. Why it matters: Attributed entirely to director John A. Boehner’s regulatory submission, this routine compliance exhibit formally establishes a baseline beneficial ownership snapshot as of 2026-06-02. The disclosed absence of reported trades indicates that key management has not executed secondary market purchases, sponsor warrant conversions, or PIPE deployments that typically signal deal momentum. As a standard SEC filing, it confirms transparent sponsor conduct and internal holding stability while providing no actionable updates to redemption mechanics, trust valuation, or merger targeting.
What changed: A Form 3 insider ownership report filed by director Paul Yoonku for Keystone Acquisition Corp. The filing states 'No non-derivative transactions or holdings reported,' confirming no change in insider equity positions. This routine compliance exhibit leaves the redemption calendar, trust distribution mechanics, extension timeline, and deal progress completely unaffected; the SPAC maintains its SEARCHING status with a deadline of 2028-03-03 and a trust/share balance of $10.025 per the prospectus. Why it matters: Attributed solely to the Form 3 submission, the document contains zero claims regarding customers, revenue, market size, strategy, technology, partnerships, or litigation. Because the reporting person discloses no shares or derivative positions as of 2026-06-02, the filing provides no new signal on sponsor conduct, redemption floor support, or corporate governance shifts. It serves only as a procedural clearance under accession number 0001213900-26-064388, requiring no adjustment to trust valuation assumptions or liquidity timelines.
What changed: SEC Form 3 — Insider Ownership Report. This document is a routine compliance exhibit filed on June 2, 2026, identifying director Martin J. Payne as the reporting person for Keystone Acquisition Corp. It explicitly states that no non-derivative transactions or holdings were reported for the director. Why it matters: Regarding SPAC mechanics, this filing confirms zero changes in insider equity positions, meaning no shift in sponsor conduct or internal positioning that would signal readiness for, or avoidance of, the March 3, 2028 business combination deadline or interact with the $10.025 per share trust balance. No amendments to redemption calendars, trust value accounting, extension provisions, or target acquisition progress are disclosed. The filing contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; accordingly, no executives, board members, or third-party sources are documented as making factual assertions within the text.
What changed: A routine regulatory compliance exhibit (SEC Form 8-A) registering specific classes of securities for exchange listing. Keystone Acquisition Corp. formally registered its Units, Class A ordinary shares ($0.0001 par value), and warrants ($11.50 exercise price) for trading on The Nasdaq Stock Market LLC under Section 12(b) of the Exchange Act. The filing incorporates by reference the 'Description of Securities' from the company's original Form S-1 registration statement (File No. 333-295539), initially filed May 4, 2026, and was executed by Chief Executive Officer Richard Chin on June 2, 2026. Regarding redemption deadlines, trust value, extensions, deal progress, and sponsor conduct: the document discloses none. Why it matters: As a procedural listing registration, this filing confirms the legal vehicle for public trading but provides zero updates on target acquisition strategy, pipeline development, partnership negotiations, or operational claims. The absence of amendment language to the prospectus or registration statement indicates the sponsor maintains its original corporate objectives without alteration. Investors tracking capital structure should note the explicit $11.50 warrant exercise price and $0.0001 par value as the sole binding economic terms introduced here, while the lack of fiduciary committee approvals, shareholder meeting notices, or liquidity event disclosures reinforces that the entity remains in the initial search phase with no material timeline changes reported by the registrant.
What changed: This filing is a Form 3 initial statement of beneficial ownership (insider ownership report). According to the filing's own assertion, Chief Financial Officer Cho Jaiho reported zero non-derivative transactions or holdings. There is consequently no change to reported insider equity positioning, the SPAC's stated $10.025 trust value per share, the SEARCHING operational status, or the 2028-03-03 deadline. Why it matters: Mechanically, this introduces no adjustment to redemption windows, extension voting triggers, or deal-timeline modeling. Because the document contains no operational, financial, technological, partnership, or litigation disclosures beyond confirming routine regulatory compliance, it provides no substantive signal regarding target acquisition velocity, sponsor confidence behavior, or upcoming trustee/accounting changes. It functions strictly as a neutral compliance entry that preserves the existing timeline and trust mechanics without deviation.
What changed: SEC Form 3 initial statement of beneficial ownership filed for Keystone Acquisition Corp., identifying Chief Executive Officer Richard H. Chin as the designated reporting person under Section 16(a) of the Securities Exchange Act. The filing explicitly discloses that Mr. Chin has executed no non-derivative transactions and holds no non-derivative securities in the issuer. There are no adjustments to sponsor equity compositions, trust account accounting, redemption triggers, extension vote mechanisms, or the stated March 3, 2028 business combination deadline. Why it matters: Form 3 filings are routine administrative disclosures triggered by an executive’s appointment or a company’s public listing. Because the reportant declares zero underlying positions, the document provides no signal regarding shareholder redemption behavior, trust distribution mechanics, extension negotiations, or target acquisition velocity. It contains no claims, projections, or disclosures regarding customers, revenue streams, market sizing, strategic pivots, proprietary technology, partnership arrangements, litigation posture, or compensation structures. The only entity named, Richard H. Chin, appears exclusively as Chief Executive Officer within the filing’s metadata, with no attributed commentary or operational assertions included. The document carries no numerical disclosures whatsoever. Consequently, it warrants zero allocation toward redemption calendar tracking, trust valuation modeling, or sponsor conduct monitoring.
What changed: Form 3 — insider ownership report, a routine regulatory compliance exhibit documenting initial or changed beneficial ownership under Section 16(a). This filing identifies two reporting persons: Keystone International Acquisition Management LLC (director, Executive Chairman, 10% owner) and Park Jae Hyun (director, 10% owner). Bearing on redemption deadlines, trust value, extensions, deal progress, and sponsor conduct: the document states 'No non-derivative transactions or holdings reported,' meaning no insider equity purchases, sales, or option exercises occurred, and no sponsor-level capital deployment or redemptions are disclosed. Bearing on other substance: the filing contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond the director and ownership titles already listed. Why it matters: For investors tracking redemption mechanics and sponsor alignment, this confirms a static insider position with zero reported trading activity ahead of the business combination timeline. Because the Executive Chairman and a 10% director reported no transactions, there is no fresh signal on whether management is accumulating shares to back a pending target, adjusting premium/warrant exposure, or preparing for a trust liquidation scenario. Investors should read this as a mechanical baseline; routine Form 3 submissions showing no activity typically do not shift extension probabilities, alter trust-floor dynamics, or accelerate acquisition sequencing.
What changed: Amendment No. 1 to Form S-1 Registration Statement under the Securities Act of 1933, filed by Keystone Acquisition Corp., a blank-check company (SPAC), for its initial public offering of 25,000,000 units at $10.00 per unit, each unit consisting of one Class A ordinary share and one-half of one redeemable warrant. This amendment updates the initial S-1 (filed previously) with additional exhibits, including the underwriting agreement, amended and restated memorandum and articles of association, warrant agreement, letter agreements, trust agreement, registration rights agreement, private placement purchase agreements, and consent of independent auditors. The prospectus remains preliminary. No material changes to the business terms are apparent from the initial filing; the document is now complete with all required exhibits for effectiveness. Why it matters: The filing provides the full prospectus for the SPAC's IPO, detailing trust terms ($10.025 per share initially), a 21-month deadline to complete a business combination (extendable to 36 months with shareholder approval), redemption rights for public shareholders (subject to a 15% aggregate limit without consent), sponsor compensation (founder shares at $0.003 per share, monthly administrative fees, working capital loan conversion), and lock-up provisions. The company will focus on high-growth sectors related to U.S. industrial development (energy transition, shipbuilding, semiconductors, digital infrastructure, digital assets). Management includes notable figures such as former Speaker John Boehner as a director. The terms are material for investors assessing the SPAC's structure, sponsor incentives, and redemption mechanics.
What changed: Initial Form S-1 registration statement / preliminary prospectus for Keystone Acquisition Corp.'s proposed initial public offering of 25,000,000 units at $10.00 per unit ($250,000,000, or $287,500,000 if the over-allotment option is exercised in full), with no business combination target selected and no substantive discussions initiated. New filing: this is Keystone's initial S-1, establishing the proposed IPO terms rather than reporting an extension, redemption or deal. It proposes depositing $10.00 per unit into a trust account, issuing units composed of one Class A ordinary share and one-half of one redeemable warrant, a private placement of 7,000,000 warrants at $1.00 per warrant, 9,583,333 founder shares acquired by the sponsor for $25,000, a 24-month completion window from the closing of the offering with possible extensions not expected beyond 36 months, a 15% per-shareholder redemption cap in proxy-style redemptions, and Cohen & Company Capital Markets as lead underwriter. Why it matters: For investors tracking KEYY, this filing sets the baseline trust value (~$10.00 per unit), the initial business-combination deadline (24 months from IPO closing, with shareholder-approved extension potential up to 36 months), and the redemption mechanics. It also discloses substantial sponsor incentives and potential dilution, a targeted U.S. industrial strategy across energy transition/critical minerals, shipbuilding, semiconductors, data centers and digital assets, and a management team including James Park, Richard Chin, Jake Cho and directors John Boehner, Paul Cho and Martin Payne. Because it is a preliminary registration statement, the offering is not yet effective and the units are not yet trading.
What changed: a draft Form S-1 registration statement for a new SPAC IPO, filed confidentially but not yet publicly with the SEC. This is an initial confidential submission to launch a new SPAC, Keystone Acquisition, seeking to raise $250 million. No prior public filing exists for this entity. Why it matters: This is the foundational disclosure for a brand-new blank-check company (SEARCHING). It sets the IPO terms, trust size, and 24-month deadline, with no business combination target identified yet.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.