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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):
December 21, 2023
Keyarch Acquisition Corporation
(Exact name of registrant as specified in its charter)
Cayman Islands |
|
001-41243 |
|
98-1600074 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
275 Madison Avenue, 39th Floor
New York, NY 10016
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: 914-434-2030
Not Applicable
(Former name or former address, if changed since last report)
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)) |
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, one-half of one redeemable warrant and one right |
|
KYCHU |
|
The Nasdaq Stock Market LLC |
Class A Ordinary Shares included as part of the units |
|
KYCH |
|
The Nasdaq Stock Market LLC |
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
|
KYCHW |
|
The Nasdaq Stock Market LLC |
Rights to receive one-tenth of one Class A Ordinary Share included as part of the units |
|
KYCHWR |
|
The Nasdaq Stock Market LLC |
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 December 21, 2023, Keyarch
Acquisition Corporation (the “Company”) issued a promissory note (the “Note”) in the principal amount
of up to $600,000 to Keyarch Global Sponsor Limited, a Cayman Islands limited liability company and the Company’s sponsor (the “Payee”).
The Note was issued in connection with advances the Payee has made, and may make in the future, to the Company for working capital expenses.
The Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial
business combination and (ii) the date that the winding up of the Company is effective.
The foregoing description
is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by
reference.
Item 2.03. Creation of a Direct Financial Obligation
or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The disclosure contained
in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
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.
|
KEYARCH ACQUISITION CORPORATION |
|
|
|
|
By: |
/s/ Kai Xiong |
|
|
Name: |
Kai Xiong |
|
|
Title: |
Chief Executive Officer and Director |
|
|
|
Dated: December 21, 2023 |
|
|
2
Exhibit 99.1
THIS PROMISSORY NOTE (“NOTE”) HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
Principal Amount: Up to $600,000.00 |
Dated as of December 21, 2023
New York, New York |
Keyarch Acquisition Corporation, a
Cayman Islands exempted company (“Maker”), promises to pay to the order of Keyarch Global Sponsor Limited, a Cayman
Islands limited liability company, or its registered assigns or successors in interest (“Payee”), or order, the principal
sum of up to Six Hundred Thousand Dollars ($600,000.00) in lawful money of the United States of America, on the terms and conditions described
below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined
by the Maker to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1. Repayment. The
principal balance of this Note shall be payable on the earliest to occur of (i) the date on which Maker consummates its initial business
combination and (ii) the date that the winding up of Maker is effective (such date, the “Maturity Date”). The principal
balance may be prepaid at any time, at the election of Maker. Under no circumstances shall any individual, including but not limited to
any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest. This
Note shall be non-interest bearing.
3. Drawdown Requests. Maker
and Payee agree that Maker may request up to Six Hundred Thousand Dollars ($600,000.00) for costs reasonably related to Maker’s
operations. The principal of this Note may be drawn down from time to time prior to the Maturity Date, upon written request from Maker
to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and must not be
an amount less than Ten Thousand Dollars ($10,000) unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later
than five (5) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively
under this Note is Six Hundred Thousand Dollars ($600,000.00). Once an amount is drawn down under this Note, it shall not be available
for future Drawdown Requests even if prepaid. No fees, payments or other amounts shall be due to Payee in connection with, or as a result
of, any Drawdown Request by Maker. Notwithstanding the foregoing, all payments shall be applied first to payment in full of any costs
incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys’ fees, and then to
the reduction of the unpaid principal balance of this Note.
4. Application of Payments. All
payments received by Payee pursuant to this Note shall be applied first to the payment in full of any costs incurred in the collection
of any sum due under this Note, including (without limitation) reasonable attorney’s fees, and then to the reduction of the unpaid
principal balance of this Note.
5. Events of Default. The
following shall constitute an event of default (“Event of Default”):
(a) Failure to Make Required
Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the Maturity Date.
(b) Voluntary Bankruptcy,
Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or
other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for
the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action
by Maker in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy,
Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary
case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of
its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.
6. Remedies.
(a) Upon the occurrence of
an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and
payable, whereupon the unpaid principal amount of this Note and all other amounts payable hereunder, shall become immediately due and
payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained
herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of
an Event of Default specified in Sections 5(b) and 5(c) hereof, the unpaid principal balance of this Note and all other amounts payable
hereunder, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
7. Waivers. Maker
and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and
notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms
of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal,
or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for
any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real or personal property
that may be levied upon pursuant to a judgment obtained by virtue hereof, or any writ of execution issued hereon, may be sold upon any
such writ in whole or in part in any order desired by Payee.
8. Unconditional Liability. Maker
hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note,
and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in
any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any
and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions
of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker
or affecting Maker’s liability hereunder.
9. Notices. All
notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered personally
or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address
designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may
be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party
or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted
shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation,
if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days
after mailing if sent by mail.
10. Construction. THIS
NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.
11. Severability. Any
provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
12. Trust Waiver. Notwithstanding
anything herein to the contrary, Payee hereby waives any claim in or to any distribution of or from the trust account (the “Trust
Account”) established in connection with Maker’s initial public offering (the “IPO”), and hereby agrees
not to seek recourse, reimbursement, payment or satisfaction for any claim against the Trust Account for any reason whatsoever; provided,
however, that upon the consummation of the initial business combination, Maker shall repay the principal balance of this Note out of the
proceeds released to Maker from the Trust Account.
13. Amendment; Waiver. Any
amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of Maker and Payee.
14. Assignment. No
assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise)
without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void; provided,
however, that the foregoing shall not apply to an affiliate of Payee who agrees to be bound to the terms of this Note.
[Signature Page Follows]
IN WITNESS WHEREOF,
Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first
above written.
|
Keyarch Acquisition Corporation |
|
|
|
|
By: |
/s/ Kai Xiong |
|
|
Name: |
Kai Xiong |
|
|
Title: |
Chief Executive Officer |
[Signature page to Working Capital Loan Promissory
Note]
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Keyarch Acquisition (NASDAQ:KYCHU)
過去 株価チャート
から 8 2024 まで 9 2024
Keyarch Acquisition (NASDAQ:KYCHU)
過去 株価チャート
から 9 2023 まで 9 2024