Keystone Acquisition Corp. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. On June 4, 2026, we consummated the Initial Public Offering of 28,750,000 Units at $10.00 per Unit, generating gross proceeds of $287,500,000. Cohen acted as Lead Book-Running Manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-295539). The Securities and Exchange Commission declared the registration statement effective on June 2, 2026. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 8,468,750 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, in a private placement to the Sponsor, and Cohen and Clear Street LLC, the representatives of the underwriters, generating gross proceeds of $8,468,750. Each whole Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. On June 4, 2026, the underwriters exercised their over-allotment option in full, resulting in the sale of an additional 3,750,000 units. A total of $288,218,750 was deposited into the Trust Account. Of the gross proceeds received from the Initial Public Offering, the exercise of the over-allotment option and the Private Placement Warrant, an aggregate of $288,218,750 was placed in the Trust Account. We paid a total of $17,871,474, consisting of $5,750,000 of cash underwriting fees, $11,500,000 of deferred underwriting fees, and $621,474 of other costs and expenses relating to the Initial Public Offering. For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q. Item 3. Defaults Upon Senior Securities Not applicable. Item 4. Mine Safety Disclosures Not applicable.