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| CIK | 1865701 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Keyarch Acquisition Corporation
SEC Filings (Chronological Order)
På denne siden finner du en fullstendig, kronologisk liste over SEC-arkiveringer, med unntak av eierskaps-arkiveringer som vi leverer andre steder.
| November 14, 2024 |
KYCH / Keyarch Acquisition Corporation / RIVERNORTH CAPITAL MANAGEMENT, LLC Passive Investment SC 13G/A 1 fp0090471-6sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 1)* Keyarch Acquisition Corporation (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G5260A104 (CUSIP |
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| April 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41243 KEYARCH ACQUISITION CORPORATION (Exact name of registrant as speci |
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| April 10, 2024 |
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): April 4, 2024 Keyarch Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41243 98-1600074 (State or other jurisdiction of incorporation) |
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| April 10, 2024 |
ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO PRIVATE WARRANT AGREEMENT Exhibit 10.2 Execution Ready ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO PRIVATE WARRANT AGREEMENT THIS ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO THE PRIVATE WARRANT AGREEMENT (this “Amendment”) is made and entered into as of April 4, 2024, by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (ii |
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| April 10, 2024 |
ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO PUBLIC WARRANT AGREEMENT Exhibit 10.1 Execution Ready ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO PUBLIC WARRANT AGREEMENT THIS ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO THE PUBLIC WARRANT AGREEMENT (this “Amendment”) is made and entered into as of April 4, 2024, by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) |
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| April 10, 2024 |
AMENDMENT TO BUSINESS COMBINATION MARKETING AGREEMENT Exhibit 10.3 Execution Copy CONFIDENTIAL AMENDMENT TO BUSINESS COMBINATION MARKETING AGREEMENT This AMENDMENT TO BUSINESS COMBINATION MARKETING AGREEMENT (this “Amendment”) is entered into as of April 4, 2024, by and among EarlyBirdCapital, Inc. (“Advisor”), Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Zooz Power Ltd., an Israeli company (“Zooz”). Capital |
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| April 10, 2024 |
AMENDMENT NO. 3 TO LETTER AGREEMENT Exhibit 10.4 Execution Copy AMENDMENT NO. 3 TO LETTER AGREEMENT This Amendment No. 3 (this “Amendment”), dated as of April 4, 2024, to the Letter Agreement (as defined below) is entered into by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) Keyarch Global Sponsor Limited, a Cayman Island |
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| April 4, 2024 |
Exhibit 99.1 ZOOZ Power Ltd. Ordinary Shares and Public Warrants to Trade on Nasdaq on April 5, 2024, as the Business Combination between Keyarch Acquisition Corporation and ZOOZ Power Ltd. Has Been Completed ZOOZ Power Ltd. Ordinary Shares and Public Warrants to Trade on Nasdaq under the Symbols “ZOOZ” and “ZOOZW,” respectively NEW YORK, NY, April 04, 2024 (GLOBE NEWSWIRE) - Keyarch Acquisition C |
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| April 4, 2024 |
Financial Statements and Exhibits, Other Events 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): April 4, 2024 Keyarch Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41243 98-1600074 (State or other jurisdiction of incorporation) |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe |
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| April 1, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): March 31, 2024 Keyarch Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41243 98-1600074 (State or other jurisdiction of incorporation |
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| April 1, 2024 |
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): March 31, 2024 Keyarch Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41243 98-1600074 (State or other jurisdiction of incorporation |
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| April 1, 2024 |
ZOOZ POWER LTD. PERIODIC REPORT FOR THE YEAR 2023 Exhibit 99.1 This document and the other documents in this Exhibit 99.1 in each case is a translation of the Hebrew original. In case of differences, the Hebrew version shall prevail. ZOOZ POWER LTD. PERIODIC REPORT FOR THE YEAR 2023 Date of Approval of the Report: March 31, 2024 Date of the Report on the Financial Position: December 31, 2023 The Company is a “Small Corporation” as defined in Regu |
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| April 1, 2024 |
ZOOZ POWER LTD. PERIODIC REPORT FOR THE YEAR 2023 Exhibit 99.1 This document and the other documents in this Exhibit 99.1 in each case is a translation of the Hebrew original. In case of differences, the Hebrew version shall prevail. ZOOZ POWER LTD. PERIODIC REPORT FOR THE YEAR 2023 Date of Approval of the Report: March 31, 2024 Date of the Report on the Financial Position: December 31, 2023 The Company is a “Small Corporation” as defined in Regu |
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| April 1, 2024 |
ZOOZ Power Ltd. (The “Company”) Exhibit 99.2 Date: March 31, 2024 ZOOZ Power Ltd. (The “Company”) To To Israel Securities Authority Tel-Aviv Stock Exchange Ltd www.isa.gov.il www.tase.co.il Dear Sir/Madam, Re: Approval of The Nasdaq Stock Market for listing subject to completion of the merger and additional updates regarding progress to complete the merger transaction Pursuant to the Company’s immediate reports of March 25, 2024 |
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| April 1, 2024 |
ZOOZ Power Ltd. (The “Company”) Exhibit 99.2 Date: March 31, 2024 ZOOZ Power Ltd. (The “Company”) To To Israel Securities Authority Tel-Aviv Stock Exchange Ltd www.isa.gov.il www.tase.co.il Dear Sir/Madam, Re: Approval of The Nasdaq Stock Market for listing subject to completion of the merger and additional updates regarding progress to complete the merger transaction Pursuant to the Company’s immediate reports of March 25, 2024 |
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| March 28, 2024 |
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): March 28, 2024 Keyarch Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41243 98-1600074 (State or other jurisdiction of incorporation |
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| March 28, 2024 |
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): March 28, 2024 Keyarch Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41243 98-1600074 (State or other jurisdiction of incorporation |
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| March 27, 2024 |
KEYARCH ACQUISITION CORPORATION (the “Company”) Exhibit 3.1 KEYARCH ACQUISITION CORPORATION (the “Company”) extract of the extraordinary general meeting OF THE COMPANY held on 27 March 2024 The following is an extract from the minutes of the extraordinary general meeting of the Company held on 27 March 2024 (the “Meeting”): 1. The nta proposal 1.1 IT WAS RESOLVED, as a special resolution, to amend the Keyarch Acquisition Corporation (“Keyarch”) |
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| March 27, 2024 |
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): March 27, 2024 Keyarch Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41243 98-1600074 (State or other jurisdiction of incorporation |
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| March 27, 2024 |
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): March 27, 2024 Keyarch Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41243 98-1600074 (State or other jurisdiction of incorporation |
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| March 27, 2024 |
KEYARCH ACQUISITION CORPORATION (the “Company”) Exhibit 3.1 KEYARCH ACQUISITION CORPORATION (the “Company”) extract of the extraordinary general meeting OF THE COMPANY held on 27 March 2024 The following is an extract from the minutes of the extraordinary general meeting of the Company held on 27 March 2024 (the “Meeting”): 1. The nta proposal 1.1 IT WAS RESOLVED, as a special resolution, to amend the Keyarch Acquisition Corporation (“Keyarch”) |
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| March 19, 2024 |
Exhibit 99.1 KEYARCH ACQUISITION CORPORATION ANNOUNCES EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO VOTE ON PROPOSED BUSINESS COMBINATION WITH ZOOZ POWER LTD.; FORM F-4 DECLARED EFFECTIVE NEW YORK, N.Y., March 19, 2024 (GLOBE NEWSWIRE) - Keyarch Acquisition Corporation (Nasdaq:KYCH) (“Keyarch” or the “Company”), a special purpose acquisition company, and ZOOZ Power Ltd. (“ZOOZ”), a leading pro |
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| March 19, 2024 |
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): March 19, 2024 Keyarch Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41243 98-1600074 (State or other jurisdiction of incorporation |
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| March 19, 2024 |
Financial Statements and Exhibits, Other Events 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): March 19, 2024 Keyarch Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41243 98-1600074 (State or other jurisdiction of incorporation |
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| March 19, 2024 |
Exhibit 99.1 KEYARCH ACQUISITION CORPORATION ANNOUNCES EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO VOTE ON PROPOSED BUSINESS COMBINATION WITH ZOOZ POWER LTD.; FORM F-4 DECLARED EFFECTIVE NEW YORK, N.Y., March 19, 2024 (GLOBE NEWSWIRE) - Keyarch Acquisition Corporation (Nasdaq:KYCH) (“Keyarch” or the “Company”), a special purpose acquisition company, and ZOOZ Power Ltd. (“ZOOZ”), a leading pro |
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| March 19, 2024 |
DEFM14A 1 ea0201986-01.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by |
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| March 19, 2024 |
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): March 19, 2024 Keyarch Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41243 98-1600074 (State or other jurisdiction of incorporation |
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| March 19, 2024 |
Exhibit 99.1 KEYARCH ACQUISITION CORPORATION ANNOUNCES EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO VOTE ON PROPOSED BUSINESS COMBINATION WITH ZOOZ POWER LTD.; FORM F-4 DECLARED EFFECTIVE NEW YORK, N.Y., March 19, 2024 (GLOBE NEWSWIRE) - Keyarch Acquisition Corporation (Nasdaq:KYCH) (“Keyarch” or the “Company”), a special purpose acquisition company, and ZOOZ Power Ltd. (“ZOOZ”), a leading pro |
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| March 15, 2024 |
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): March 15, 2024 Keyarch Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41243 98-1600074 (State or other jurisdiction of incorporation |
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| March 15, 2024 |
AMENDMENT NO. 2 TO LETTER AGREEMENT Exhibit 10.1 AMENDMENT NO. 2 TO LETTER AGREEMENT This Amendment No. 2 (this “Amendment”), dated as of March 15, 2024, to the Letter Agreement (as defined below) is entered into by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) Keyarch Global Sponsor Limited, a Cayman Islands exempted com |
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| March 15, 2024 |
AMENDMENT NO. 2 TO LETTER AGREEMENT Exhibit 10.1 AMENDMENT NO. 2 TO LETTER AGREEMENT This Amendment No. 2 (this “Amendment”), dated as of March 15, 2024, to the Letter Agreement (as defined below) is entered into by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) Keyarch Global Sponsor Limited, a Cayman Islands exempted com |
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| March 15, 2024 |
AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT Exhibit 2.1 AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made and entered into as of March 15, 2024, by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) Keyarch Global Sponsor Limited, a Cayman Islands exempt |
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| March 15, 2024 |
AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT Exhibit 2.1 AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made and entered into as of March 15, 2024, by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) Keyarch Global Sponsor Limited, a Cayman Islands exempt |
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| March 15, 2024 |
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): March 15, 2024 Keyarch Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41243 98-1600074 (State or other jurisdiction of incorporation |
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| March 11, 2024 |
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): March 8, 2024 Keyarch Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41243 98-1600074 (State or other jurisdiction of incorporation) |
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| March 11, 2024 |
AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT Exhibit 2.1 AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made and entered into as of March 8, 2024, by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) Keyarch Global Sponsor Limited, a Cayman Islands exempte |
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| March 11, 2024 |
AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT Exhibit 2.1 AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made and entered into as of March 8, 2024, by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) Keyarch Global Sponsor Limited, a Cayman Islands exempte |
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| March 11, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): March 8, 2024 Keyarch Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41243 98-1600074 (State or other jurisdiction of incorporation) |
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| February 20, 2024 |
ZOOZ Power Ltd. (The “Company”) Filed by Keyarch Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41243 Subject Company: Keyarch Acquisition Corp. Zooz Power Ltd. ZOOZ Power Ltd. (The “Company”) Date: February 19, 2024 To: To: Israel Securities Authority Tel Aviv Stock Exchange Ltd www.isa.gov.il www |
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| February 15, 2024 |
SUBSCRIPTION AGREEMENT February 9, 2024 Exhibit 10.2 SUBSCRIPTION AGREEMENT February 9, 2024 Keyarch Acquisition Corporation 275 Madison Avenue, 39th Floor New York, New York 10016 Attn: Kai Xiong, Chief Executive Officer Zooz Power Ltd. 13 Hamelacha St., Lod 7152025, Israel Attn: Boaz Weizer, Chief Executive Officer Ladies and Gentlemen: In connection with the proposed business combination transaction (the “Transaction”) between Keyarc |
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| February 15, 2024 |
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): February 9, 2024 Keyarch Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41243 98-1600074 (State or other jurisdiction of incorporati |
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| February 15, 2024 |
SUBSCRIPTION AGREEMENT February 9, 2024 Exhibit 10.2 SUBSCRIPTION AGREEMENT February 9, 2024 Keyarch Acquisition Corporation 275 Madison Avenue, 39th Floor New York, New York 10016 Attn: Kai Xiong, Chief Executive Officer Zooz Power Ltd. 13 Hamelacha St., Lod 7152025, Israel Attn: Boaz Weizer, Chief Executive Officer Ladies and Gentlemen: In connection with the proposed business combination transaction (the “Transaction”) between Keyarc |
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| February 15, 2024 |
AMENDMENT NO. 1 TO LETTER AGREEMENT Exhibit 10.1 AMENDMENT NO. 1 TO LETTER AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of February 9, 2024, to the Letter Agreement (as defined below) is entered into by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) Keyarch Global Sponsor Limited, a Cayman Islands exempted c |
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| February 15, 2024 |
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT Exhibit 2.1 Execution Version AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made and entered into as of February 9, 2024, by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) Keyarch Global Sponsor Limited, a C |
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| February 15, 2024 |
AMENDMENT NO. 1 TO LETTER AGREEMENT Exhibit 10.1 AMENDMENT NO. 1 TO LETTER AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of February 9, 2024, to the Letter Agreement (as defined below) is entered into by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) Keyarch Global Sponsor Limited, a Cayman Islands exempted c |
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| February 15, 2024 |
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): February 9, 2024 Keyarch Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41243 98-1600074 (State or other jurisdiction of incorporati |
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| February 15, 2024 |
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT Exhibit 2.1 Execution Version AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made and entered into as of February 9, 2024, by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) Keyarch Global Sponsor Limited, a C |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* KEYARCH ACQUISITION CORPORATION (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G5260A104 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate |
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| February 14, 2024 |
KY:KYCH / KEYARCH ACQUISITION CORP / Meteora Capital, LLC Passive Investment SC 13G/A 1 meteorakych123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* KEYARCH ACQUISITION CORPORATION (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G5260A104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of thi |
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| February 14, 2024 |
KY:KYCH / KEYARCH ACQUISITION CORP / RIVERNORTH CAPITAL MANAGEMENT, LLC Passive Investment SC 13G 1 fp0087161-21sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* Keyarch Acquisition Corporation (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G5260A104 (CUSIP Nu |
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| February 12, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): February 11, 2024 Keyarch Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41243 98-1600074 (State or other jurisdiction of incorporat |
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| February 12, 2024 |
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): February 11, 2024 Keyarch Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41243 98-1600074 (State or other jurisdiction of incorporat |
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| February 12, 2024 |
ZOOZ Power Ltd. (“the Company”) Exhibit 99.1 ZOOZ Power Ltd. (“the Company”) Date: February 11th, 2024 To: To: Israel Securities Authority Tel Aviv Stock Exchange Ltd. www.isa.gov.il www.tase.co.il Dear Sir/Madam, Re: Update regarding the transaction with Keyarch Acquisition Corporation (“the SPAC”), investment agreements were signed in an aggregate amount of 12 million dollars, expectation to complete the merger transaction c |
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| February 12, 2024 |
ZOOZ Power Ltd. (“the Company”) Exhibit 99.1 ZOOZ Power Ltd. (“the Company”) Date: February 11th, 2024 To: To: Israel Securities Authority Tel Aviv Stock Exchange Ltd. www.isa.gov.il www.tase.co.il Dear Sir/Madam, Re: Update regarding the transaction with Keyarch Acquisition Corporation (“the SPAC”), investment agreements were signed in an aggregate amount of 12 million dollars, expectation to complete the merger transaction c |
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| February 2, 2024 |
SC 13G/A 1 p24-0331sc13ga.htm KEYARCH ACQUISITION CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Keyarch Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G5260A104 (CUSIP Number) December 31, 2023 (Date of event which require |
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| January 25, 2024 |
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): January 19, 2024 Keyarch Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41243 98-1600074 (State or other jurisdiction of incorporati |
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| January 25, 2024 |
KEYARCH ACQUISITION CORPORATION (the “Company”) Exhibit 3.1 KEYARCH ACQUISITION CORPORATION (the “Company”) extract of the extraordinary general meeting OF THE COMPANY held on 19 January 2024 The following is an extract from the minutes of the extraordinary general meeting of the Company held on 19 January 2024 (the “Meeting”): 1. Amendment to article 165 of the Amended and Restated memorandum & articles of association 1.1 IT WAS RESOLVED by sp |
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| January 25, 2024 |
Exhibit 10.1 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 MAKER TH |
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| December 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| December 21, 2023 |
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 |
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| December 21, 2023 |
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 incorporat |
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| December 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| November 27, 2023 |
ZOOZ Power Ltd (“the Company”) Filed by Keyarch Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41243 Subject Company: Keyarch Acquisition Corp. Zooz Power Ltd. The following is an English translation of a Hebrew Immediate Report that was published November 26, 2023 by Zooz Power Ltd. on the Tel Av |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41243 KEYARCH ACQUISIT |
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| September 8, 2023 |
KY:KYCH / KEYARCH ACQUISITION CORP / Meteora Capital, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| August 22, 2023 |
ZOOZ Power completes a significant milestone in its penetration to the American market Filed by Keyarch Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41243 Subject Company: Keyarch Acquisition Corp. Zooz Power Ltd. ZOOZ Power completes a significant milestone in its penetration to the American market ZOOZ Power (“ZOOZ”) has successfully completed the |
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| August 17, 2023 |
Regulation FD Disclosure, Unregistered Sales of Equity Securities 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): August 14, 2023 Keyarch Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41243 98-1600074 (State or other jurisdiction of incorporatio |
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| August 11, 2023 |
KY:KYCH / KEYARCH ACQUISITION CORP / Meteora Capital, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41243 KEYARCH ACQUISITION C |
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| August 10, 2023 |
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): August 10, 2023 Keyarch Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41243 98-1600074 (State or other jurisdiction of incorporatio |
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| August 10, 2023 |
Exhibit 99.1 About this Presentation The following presentation (this “ Presentation ” ) is for informational purposes only and has been prepared by ZOOZ Power Ltd . (the “ Company ” or “ ZOOZ ” ) . The information contained in this Presentation is the property of Zooz . This Presentation may not be copied, published, reproduced or distributed, in whole or in part, at any time without the prior wr |
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| August 10, 2023 |
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): August 10, 2023 Keyarch Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41243 98-1600074 (State or other jurisdiction of incorporatio |
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| August 10, 2023 |
Exhibit 99.1 About this Presentation The following presentation (this “ Presentation ” ) is for informational purposes only and has been prepared by ZOOZ Power Ltd . (the “ Company ” or “ ZOOZ ” ) . The information contained in this Presentation is the property of Zooz . This Presentation may not be copied, published, reproduced or distributed, in whole or in part, at any time without the prior wr |
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| August 3, 2023 |
Exhibit 10.2 FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is made and entered into as of July 30, 2023, and shall be effective as of the Closing Date and subject to the condition that the Closing occurs, by and between Zooz Power Ltd., an Israeli company (the “Company”) and the undersigned (the “Subject Party”), in fa |
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| August 3, 2023 |
Exhibit 10.4 FORM OF ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO PRIVATE WARRANT AGREEMENT THIS ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO THE PRIVATE WARRANT AGREEMENT (this “Amendment”) is made and entered into as of [], by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) Continental Stoc |
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| August 3, 2023 |
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): July 30, 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) |
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| August 3, 2023 |
Exhibit 10.5 FORM OF ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO PUBLIC WARRANT AGREEMENT THIS ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO THE PUBLIC WARRANT AGREEMENT (this “Amendment”) is made and entered into as of [], by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) Continental Stock |
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| August 3, 2023 |
Exhibit 10.4 FORM OF ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO PRIVATE WARRANT AGREEMENT THIS ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO THE PRIVATE WARRANT AGREEMENT (this “Amendment”) is made and entered into as of [], by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) Continental Stoc |
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| August 3, 2023 |
Exhibit 10.5 FORM OF ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO PUBLIC WARRANT AGREEMENT THIS ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO THE PUBLIC WARRANT AGREEMENT (this “Amendment”) is made and entered into as of [], by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) Continental Stock |
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| August 3, 2023 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among KEYARCH ACQUISITION CORPORATION, as SPAC, ZOOZ POWER CAYMAN as Merger Sub, KEYARCH GLOBAL SPONSOR LIMITED, in the capacity as the SPAC Representative, and ZOOZ POWER LTD., as the Company Dated as of July 30, 2023 TABLE OF CONTENTS Page Article I THE MERGER 4 1.1 The Merger 4 1.2 Earnout 9 1.3 Withholding 14 1.4 Intended Tax Treatment 17 1.5 D |
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| August 3, 2023 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among KEYARCH ACQUISITION CORPORATION, as SPAC, ZOOZ POWER CAYMAN as Merger Sub, KEYARCH GLOBAL SPONSOR LIMITED, in the capacity as the SPAC Representative, and ZOOZ POWER LTD., as the Company Dated as of July 30, 2023 TABLE OF CONTENTS Page Article I THE MERGER 4 1.1 The Merger 4 1.2 Earnout 9 1.3 Withholding 14 1.4 Intended Tax Treatment 17 1.5 D |
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| August 3, 2023 |
Exhibit 10.7 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”), is entered into as of July 30, 2023, by and among Keyarch Global Sponsor Limited, a Cayman Islands exempted company (the “Sponsor”), Keyarch Acquisition Corporation, a Cayman Islands exempted company (“SPAC”) and Zooz Power Ltd., an Israeli company (the “Company”). The Sponsor, SPAC, and the Company are somet |
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| August 3, 2023 |
Exhibit 10.1 FORM OF LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of July 30, 2023, by and among (i) Zooz Power Ltd., an Israeli company (the “Company”), (ii) Keyarch Global Sponsor Limited, a Cayman Islands exempted company, in the capacity under the Business Combination Agreement (as defined below) as the representative from and after the Merger Effecti |
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| August 3, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): July 30, 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) |
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| August 3, 2023 |
Exhibit 10.7 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”), is entered into as of July 30, 2023, by and among Keyarch Global Sponsor Limited, a Cayman Islands exempted company (the “Sponsor”), Keyarch Acquisition Corporation, a Cayman Islands exempted company (“SPAC”) and Zooz Power Ltd., an Israeli company (the “Company”). The Sponsor, SPAC, and the Company are somet |
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| August 3, 2023 |
Exhibit 10.6 July 30, 2023 Keyarch Acquisition Corporation c/o Keyarch Global Sponsor Limited 275 Madison Avenue, 39th Floor New York, New York 10016 Re: Sponsor Letter Agreement Ladies and Gentlemen: Reference is hereby made to that certain Business Combination Agreement, dated on or about the date hereof (as the same may be amended, modified, supplemented and/or restated from time to time in acc |
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| August 3, 2023 |
Exhibit 10.3 FORM OF VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made as of July 30, 2023, by and among (i) Zooz Power Ltd., an Israeli company (the “Company”), (ii) Keyarch Acquisition Corporation, a Cayman Islands exempted company (together with its successors, “SPAC”), and (iii) the undersigned in his or her capacity as shareholder of the Company (“Holder”). Any capitalized ter |
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| August 3, 2023 |
Exhibit 10.2 FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is made and entered into as of July 30, 2023, and shall be effective as of the Closing Date and subject to the condition that the Closing occurs, by and between Zooz Power Ltd., an Israeli company (the “Company”) and the undersigned (the “Subject Party”), in fa |
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| August 3, 2023 |
Exhibit 10.1 FORM OF LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of July 30, 2023, by and among (i) Zooz Power Ltd., an Israeli company (the “Company”), (ii) Keyarch Global Sponsor Limited, a Cayman Islands exempted company, in the capacity under the Business Combination Agreement (as defined below) as the representative from and after the Merger Effecti |
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| August 3, 2023 |
Exhibit 10.6 July 30, 2023 Keyarch Acquisition Corporation c/o Keyarch Global Sponsor Limited 275 Madison Avenue, 39th Floor New York, New York 10016 Re: Sponsor Letter Agreement Ladies and Gentlemen: Reference is hereby made to that certain Business Combination Agreement, dated on or about the date hereof (as the same may be amended, modified, supplemented and/or restated from time to time in acc |
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| August 3, 2023 |
Exhibit 10.3 FORM OF VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made as of July 30, 2023, by and among (i) Zooz Power Ltd., an Israeli company (the “Company”), (ii) Keyarch Acquisition Corporation, a Cayman Islands exempted company (together with its successors, “SPAC”), and (iii) the undersigned in his or her capacity as shareholder of the Company (“Holder”). Any capitalized ter |
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| July 31, 2023 |
Exhibit 99.2 This document is a translation of the Hebrew original. In case of differences, the Hebrew version shall prevail. ZOOZ Power Ltd (the “Company”) Date: July 31, 2023 To: To: Israel Securities Authority Tel Aviv Stock Exchange Ltd. www.isa.gov.il www.tase.co.il Dear Sir/Madam, Re: Signing a Binding Agreement to Merge with a SPAC on the NASDAQ Stock Exchange The Company is pleased to anno |
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| July 31, 2023 |
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): July 30, 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) |
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| July 31, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE ZOOZ POWER LTD. TO BECOME PUBLICLY TRADED ON NASDAQ THROUGH PROPOSED BUSINESS COMBINATION WITH KEYARCH ACQUISITION CORPORATION TEL AVIV, Israel and NEW YORK, New York, July 31, 2023 (GLOBE NEWSWIRE) - ZOOZ Power Ltd. (“ZOOZ”) (TASE: “ZOOZ”), a leading provider of flywheel-based power boosting solutions for the EV charging infrastructure market, and Keyarch Acquis |
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| July 31, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE ZOOZ POWER LTD. TO BECOME PUBLICLY TRADED ON NASDAQ THROUGH PROPOSED BUSINESS COMBINATION WITH KEYARCH ACQUISITION CORPORATION TEL AVIV, Israel and NEW YORK, New York, July 31, 2023 (GLOBE NEWSWIRE) - ZOOZ Power Ltd. (“ZOOZ”) (TASE: “ZOOZ”), a leading provider of flywheel-based power boosting solutions for the EV charging infrastructure market, and Keyarch Acquis |
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| July 31, 2023 |
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): July 30, 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) |
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| July 31, 2023 |
Exhibit 99.2 This document is a translation of the Hebrew original. In case of differences, the Hebrew version shall prevail. ZOOZ Power Ltd (the “Company”) Date: July 31, 2023 To: To: Israel Securities Authority Tel Aviv Stock Exchange Ltd. www.isa.gov.il www.tase.co.il Dear Sir/Madam, Re: Signing a Binding Agreement to Merge with a SPAC on the NASDAQ Stock Exchange The Company is pleased to anno |
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| July 31, 2023 |
Exhibit 99.3 Merger Transaction On the Path Towards Nasdaq July 2023 This document is a free translation of the Hebrew original. In case of differences, the Hebrew version shall prevail Forward - looking Statement Legal Disclaimer The purpose of this presentation is to provide only preliminary and basic information regarding the merger transaction . The presentation does not constitute, and should |
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| July 31, 2023 |
Exhibit 99.3 Merger Transaction On the Path Towards Nasdaq July 2023 This document is a free translation of the Hebrew original. In case of differences, the Hebrew version shall prevail Forward - looking Statement Legal Disclaimer The purpose of this presentation is to provide only preliminary and basic information regarding the merger transaction . The presentation does not constitute, and should |
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| July 26, 2023 |
Extension Note, dated July 25, 2023. Exhibit 10.1 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 MAKER TH |
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| July 26, 2023 |
Exhibit 3.1 KEYARCH ACQUISITION CORPORATION (THE “COMPANY”) EXTRACT OF THE EXTRAORDINARY GENERAL MEETING OF THE COMPANY HELD ON 20 JULY 2023 The following is an extract from the minutes of the extraordinary general meeting of the Company held on 20 July 2023 (the “Meeting”): 1. AMENDMENT TO ARTICLE 13 OF THE AMENDED AND RESTATED MEMORANDUM & ARTICLES OF ASSOCIATION 1.1 IT WAS RESOLVED by special r |
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| July 26, 2023 |
Exhibit 10.2 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 |
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| July 26, 2023 |
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): July 20, 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) |
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| June 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41243 KEYARCH ACQUISITION |
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| April 20, 2023 |
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 |
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| April 20, 2023 |
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): April 18, 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 |
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| March 31, 2023 |
Description of Registered Securities.* Exhibit 4.9 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2022, Keyarch Acquisition Corp. (“we,” “our,” “us” or the “Company”) had the following four classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units (the “units” |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41243 KEYARCH ACQUIS |
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| February 14, 2023 |
SC 13G 1 kych21423.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 KEYARCH ACQUISITION CORPORATION (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G5260A104 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this St |
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| February 2, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Keyarch Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G5260A104 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designat |
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| January 26, 2023 |
KYG5260A1040 / Keyarch Acquisition Corp. / MILLENNIUM MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) KEYARCH ACQUISITION CORPORATION (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G5260A104 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this statement) Check the appropriate b |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41243 KEYARCH ACQUISIT |
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| August 11, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 16, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41243 KEYARCH ACQUISI |
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| March 25, 2022 |
KYG5260A1388 / Keyarch Acquisition Corp. / MILLENNIUM MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 KEYARCH ACQUISITION CORPORATION (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G5260A104 (CUSIP Number) MARCH 23, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the r |
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| March 3, 2022 |
Exhibit 99.1 Keyarch Acquisition Corporation Announces the Separate Trading of its Class A Ordinary Shares, Warrants and Rights Commencing March 3, 2022 NEW YORK, New York, March 1, 2022- Keyarch Acquisition Corporation (Nasdaq: KYCHU) (the ?Company?) announced that, commencing March 3, 2022, holders of the Company?s units may elect to separately trade the Class A ordinary shares, warrants and rig |
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| March 3, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2022 KEYARCH ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41243 98-1600074 (State or other jurisdiction of (Commi |
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| February 14, 2022 |
KEYARCH ACQUISITION CORPORATION PRO FORMA BALANCE SHEET Exhibit 99.1 KEYARCH ACQUISITION CORPORATION PRO FORMA BALANCE SHEET January 27, 2022 Pro Forma Adjustments (unaudited) As Adjusted February 8, 2022 (unaudited) ASSETS Current assets: Cash $ 1,441,712 - $ 1,441,712 Prepaid expenses 29,200 - 29,200 Other current assets - 15,000,000 a) - 450,000 b) (300,000 ) c) (15,150,000 ) d) Total current assets 1,470,912 - 1,470,912 Cash held in Trust Account 1 |
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| February 14, 2022 |
Financial Statements and Exhibits, Other Events 8-K 1 tm224598d38k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2022 KEYARCH ACQUISITION CORPORATION. (Exact name of registrant as specified in its charter) Cayman Islands 001-41243 98-1600074 (S |
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| February 3, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2022 KEYARCH ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-41243 98-1600074 (State or other jurisdiction of inc |
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| February 3, 2022 |
KEYARCH ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT Exhibit 99.1 KEYARCH ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of January 27, 2022 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Keyarch Acquisition Corporation Opinion on the Financial Statement We have audite |
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| January 27, 2022 |
Exhibit 4.3 RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of January 24, 2022 between Keyarch Acquisition Corporation, a Cayman Islands exempted company, with offices at 275 Madison Avenue, 39th floor New York, New York 10016 (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purposes trust company, with offices at 1 State Street, New York, N |
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| January 27, 2022 |
EX-10.3 10 tm224598d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 24, 2022 by and among Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the |
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| January 27, 2022 |
EX-4.1 5 tm224598d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 PUBLIC WARRANT AGREEMENT KEYARCH ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 24, 2022 THIS WARRANT AGREEMENT (this “Agreement”), dated January 24, 2022, is by and between Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a N |
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| January 27, 2022 |
EX-10.4 11 tm224598d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 KEYARCH ACQUISITION CORPORATION PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of January 24, 2022 by and between Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business at 275 Madison Avenue, 39th Floor New York, |
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| January 27, 2022 |
EX-4.2 6 tm224598d1ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 PRIVATE WARRANT AGREEMENT KEYARCH ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 24, 2022 THIS WARRANT AGREEMENT (this “Agreement”), dated January 24, 2022, is by and between Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a |
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| January 27, 2022 |
EX-10.2 9 tm224598d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of January 24, 2022 by and between Keyarch Acquisition Corporation. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-261500 (“Registr |
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| January 27, 2022 |
8-K 1 tm224598d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2022 KEYARCH ACQUISITION CORPORATION. (Exact name of registrant as specified in its charter) Cayman Islands 001-41243 98-1600074 (S |
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| January 27, 2022 |
EX-3.1 4 tm224598d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED Memorandum OF association of KEYARCH ACQUISITION CORPORATION (ADOPTED BY SPECIAL RESOLUTION DATED 12 JANUARY 2022) THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM of ASSOCIATION OF KEYARCH Acquisition CorpORATION (ADOPTED BY SPE |
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| January 27, 2022 |
EX-10.5 12 tm224598d1ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 Keyarch Acquisition Corporation January 24, 2022 Keyarch Global Sponsor, Ltd. Walkers Corporate Limited 190 Elgin Avenue George Town, Grand Cayman KY1-9008 Cayman Islands Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration |
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| January 27, 2022 |
EX-10.1 8 tm224598d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 January 24, 2022 Keyarch Acquisition Corporation 275 Madison Avenue, 39th Floor New York, New York, 10016 EarlyBirdCapital, Inc. 366 Madison Avenue, 8th Floor New York, New York 10016 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement |
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| January 27, 2022 |
EX-1.1 2 tm224598d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 10,000,000 Units KEYARCH ACQUISITION CORPORATION UNDERWRITING AGREEMENT New York, New York January 24, 2022 EarlyBirdCapital, Inc. Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Keyarch Acquisition Corporation a Cayman Islands exempted company (the “Company”), hereby |
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| January 27, 2022 |
EX-1.2 3 tm224598d1ex1-2.htm EXHIBIT 1.2 Exhibit 1.2 EARLYBIRDCAPITAL, INC. 366 Madison Avenue, 8th Floor New York, New York 10017 January 24, 2022 Keyarch Acquisition Corporation 275 Madison Avenue, 39th Floor New York, New York 10016 Ladies and Gentlemen: This is to confirm our agreement (this “Agreement”) whereby Keyarch Acquisition Corporation, a Cayman Islands exempted company (“Company”), ha |
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| January 26, 2022 |
$100,000,000 Keyarch Acquisition Corporation 10,000,000 Units TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(4)? ?Registration No. 333-261500? PROSPECTUS $100,000,000 Keyarch Acquisition Corporation 10,000,000 Units ? Keyarch Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganizati |
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| January 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 KEYARCH ACQUISITION CORPORATION (Exact name of Registrant as specified in its charter) Cayman Islands 98-1600074 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Iden |
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| January 20, 2022 |
EARLYBIRDCAPITAL, INC. 366 Madison Avenue | 8th Floor New York, NY 10017 CORRESP 1 filename1.htm EARLYBIRDCAPITAL, INC. 366 Madison Avenue | 8th Floor New York, NY 10017 January 20, 2022 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Re: Keyarch Acquisition Corporation Registration Statement on Form S-1 File No. 333-261500 Gentlemen: In connection with the Registration Statement on Form S |
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| January 20, 2022 |
January 20, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attn: Liz Packebusch Re: Keyarch Acquisition Corporation Registration Statement on Form S-1 Filed December 3, 2021 File No. 333-261500 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the |
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| January 12, 2022 |
TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 12, 2022 under the Securities Act of 1933, as amended Registration No. 333-261500? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ? Keyarch Acquisition Corporation (Exact name of registrant as speci |
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| January 12, 2022 |
CORRESP 1 filename1.htm January 12, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attn: Liz Packebusch Loan Lauren Nguyen Re: Keyarch Acquisition Corporation Amendment No. 1 to Registration Statement on Form S-1 Filed January 3, 2022 File No. 333-261500 Ladies and Gentlemen: On behalf of Keya |
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| January 12, 2022 |
Form of Amended and Restated Memorandum and Articles of Association* Exhibit 3.2 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED Memorandum OF association of KEYARCH ACQUISITION CORPORATION (ADOPTED BY SPECIAL RESOLUTION DATED 12 JANUARY 2022) THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM of ASSOCIATION OF KEYARCH Acquisition CorpORATION (ADOPTED BY SPECIAL RESOLUTION DATED 12 JANUARY 2022) 1. |
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| January 5, 2022 |
Form of Underwriting Agreement* Exhibit 1.1 10,000,000 Units KEYARCH ACQUISITION CORPORATION UNDERWRITING AGREEMENT New York, New York , 2022 EarlyBirdCapital, Inc. Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Keyarch Acquisition Corporation a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. |
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| January 5, 2022 |
Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant* Exhibit 4.8 RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of , 2022 between Keyarch Acquisition Corporation, a Cayman Islands exempted company, with offices at 275 Madison Avenue, 39th floor New York, New York 10016 (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purposes trust company, with offices at 1 State Street, New York, New York 10 |
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| January 5, 2022 |
Exhibit 4.7 PRIVATE WARRANT AGREEMENT KEYARCH ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2022 THIS WARRANT AGREEMENT (this ?Agreement?), dated , 2022, is by and between Keyarch Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in |
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| January 5, 2022 |
S-1/A 1 tm2125813-11s1a.htm S-1/A As filed with the U.S. Securities and Exchange Commission on January 5, 2022 under the Securities Act of 1933, as amended Registration No. 333-261500 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Keyarch Acquisition Corporation (Exact name of registrant as |
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| January 5, 2022 |
Form of Business Combination Marketing Agreement* Exhibit 1.2 EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 , 2022 Keyarch Acquisition Corporation 275 Madison Avenue, 39th Floor New York, New York 10016 Ladies and Gentlemen: This is to confirm our agreement (this “Agreement”) whereby Keyarch Acquisition Corporation, a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist i |
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| January 3, 2022 |
Specimen Public Warrant Certificate** Exhibit 4.4 [FACE] Number SPECIMEN warrant CERTIFICATE Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Keyarch Acquisition Corporation Incorporated Under the Laws of the Cayman Islands CUSIP G5260A 112 Specimen Warrant Certificate This Warrant Certificate certifies that , or registered assigns |
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| January 3, 2022 |
Promissory Note, dated June 16, 2021, issued to Keyarch Global Sponsor Limited** Exhibit 10.1 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 |
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| January 3, 2022 |
Form of Underwriting Agreement* EX-1.1 2 tm2125813d9ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 10,000,000 Units KEYARCH ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York , 2022 EarlyBirdCapital, Inc. Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Keyarch Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreem |
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| January 3, 2022 |
Exhibit 4.5 Form of Right NUMBER KEYARCH ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G5260A 120 THIS CERTIFIES THAT, for value received,? ? is the registered holder of a right or rights (the ?Right? or ?Rights,? respectively) to receive one-tenth of one Class A ordinary share, par value $0.0001 per share of Keyarch Acqui |
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| January 3, 2022 |
EX-4.6 10 tm2125813d9ex4-6.htm EXHIBIT 4.6 Exhibit 4.6 PUBLIC WARRANT AGREEMENT KEYARCH ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2022 THIS WARRANT AGREEMENT (this “Agreement”), dated , 2022, is by and between Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited pu |
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| January 3, 2022 |
Exhibit 10.4 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made as of [ ], 2022 by and between Keyarch Acquisition Corporation. (the ?Company?) and Continental Stock Transfer & Trust Company (?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-261500 (?Registration Statement?) and prospectus (?Prospectus?) for |
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| January 3, 2022 |
Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant* Exhibit 4.8 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of , 2022 between Keyarch Acquisition Corporation, a Cayman Islands exempted company, with offices at 275 Madison Avenue, 39th floor New York, New York 10016 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purposes trust company, with offices at 1 State Street, New York, New York 10 |
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| January 3, 2022 |
Form of Amended and Restated Memorandum and Articles of Association* EX-3.2 4 tm2125813d9ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED Memorandum OF association of KEYARCH ACQUISITION CORPORATION (ADOPTED BY SPECIAL RESOLUTION DATED [*]) THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM of ASSOCIATION OF KEYARCH Acquisition CorpORATION (ADOPTED BY SPECIAL RESOLU |
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| January 3, 2022 |
Exhibit 14 KEYARCH ACQUISITION CORPORATION CODE OF ETHICS 1. Introduction The Board of Directors of KEYARCH ACQUISITION CORPORATION, a Cayman Islands exempted company (the ?Company?), has adopted this code of ethics (the ?Code?), which is applicable to all directors, officers, and employees of the Company, with the intent to: ? promote honest and ethical conduct, including the ethical handling of |
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| January 3, 2022 |
Specimen Private Warrant Certificate** Exhibit 4.3 [FACE] Number SPECIMEN warrant CERTIFICATE Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Keyarch Acquisition Corporation Incorporated Under the Laws of the Cayman Islands CUSIP G5260A 112 Specimen Warrant Certificate This Warrant Certificate certifies that , or registered assigns |
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| January 3, 2022 |
Form of Compensation Committee Charter** Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF KEYARCH ACQUISITION CORPORATION I. PURPOSES The Compensation Committee (the ?Committee?) is appointed by the Board of Directors (the ?Board?) of Keyarch Acquisition Corporation, a Cayman Islands exempt company (the ?Company?) for the purposes of, among other things, (a) discharging the Board?s responsibilities relating |
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| January 3, 2022 |
Form of Audit Committee Charter** Exhibit 99.1 AUDIT COMMITTEE CHARTER OF KEYARCH ACQUISITION CORPORATION Purpose The purposes of the Audit Committee (the ?Audit Committee?) of the Board of Directors (?Board?) of Keyarch Acquisition Corporation, a Cayman Islands exempted company (?Company?) are to assist the Board in monitoring and overseeing: (1) the integrity of the annual, quarterly, and other financial statements of the Compan |
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| January 3, 2022 |
EX-10.2 15 tm2125813d9ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 AMENDMENT NO. 1 TO PROMISSORY NOTE THIS AMENDMENT NO. 1 TO PROMISSORY NOTE (this “Agreement”), dated as of December 29, 2021 and effective as of December 29, 2021, by and between Keyarch Acquisition Corporation, a Cayman Islands exempted company with limited liability (the “Maker”), and Keyarch Global Sponsor Limited, a Cayman Islands limi |
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| January 3, 2022 |
Form of Registration Rights Agreement between Registrant and certain security holders** EX-10.5 18 tm2125813d9ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of , by and among Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”). |
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| January 3, 2022 |
Exhibit 4.7 PRIVATE WARRANT AGREEMENT KEYARCH ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2022 THIS WARRANT AGREEMENT (this “Agreement”), dated , 2022, is by and between Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in |
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| January 3, 2022 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G5260A 138 KEYARCH ACQUISITION CORPORATION UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE, ONE-HALF OF ONE REDEEMABLE WARRANT AND ONE RIGHT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) of Keyarch Acquisition Corporation, Cayman Islands exempt company (the “Company”) consists of one (1) Class A ordinary share, pa |
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| January 3, 2022 |
Form of Business Combination Marketing Agreement* Exhibit 1.2 EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 , 2022 Keyarch Acquisition Corp. 275 Madison Avenue, 39th Floor New York, New York 10016 Ladies and Gentlemen: This is to confirm our agreement (this “Agreement”) whereby Keyarch Acquisition Corp., a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connect |
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| January 3, 2022 |
EX-10.9 20 tm2125813d9ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 KEYARCH ACQUISITION CORPORATION FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made on the date set forth below between KEYARCH ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands (the “Company”) and the undersigned (the “Indemnitee”). Whereas: (A) Highly competent pers |
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| January 3, 2022 |
Exhibit 10.10 Keyarch Acquisition Corporation [? ], 2022 Keyarch Global Sponsor, Ltd. Walkers Corporate Limited 190 Elgin Avenue George Town, Grand Cayman KY1-9008 Cayman Islands Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for the initial public offering (the |
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| January 3, 2022 |
EX-4.2 6 tm2125813d9ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G5260A 104 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE Keyarch Acquisition Corporation INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES, PAR VALUE US$0.0001 PER SHARE, OF Keya |
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| January 3, 2022 |
TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on December 30, 2021 under the Securities Act of 1933, as amended Registration No. 333-261500? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ? Keyarch Acquisition Corporation (Exact name of registrant as spec |
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| January 3, 2022 |
EX-10.3 16 tm2125813d9ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 , 2022 Keyarch Acquisition Corporation 275 Madison Avenue, 39th Floor New York, New York, 10016 EarlyBirdCapital, Inc. 366 Madison Avenue, 8th Floor New York, New York 10016 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “U |
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| January 3, 2022 |
Exhibit 10.8 KEYARCH ACQUISITION CORPORATION PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) is made as of , by and between Keyarch Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), having its principal place of business at 275 Madison Avenue, 39th Floor New York, New York 10016, Keyarch Global Sponsor Limited, a Cayman Is |
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| December 30, 2021 |
CORRESP 1 filename1.htm December 30, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attn: Michael Purcell Loan Lauren Nguyen Re: Keyarch Acquisition Corporation Draft Registration Statement on Form S-1 Filed December 3, 2021 File No. 333-261500 Ladies and Gentlemen: On behalf of Keyarch Acquis |
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| December 3, 2021 |
Memorandum and Articles of Association** Exhibit 3.1 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES Memorandum OF association of Keyarch Acquisition Corporation Ref: ND/SSNC/K0788-H22347 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES MEMORANDUM of ASSOCIATION OF KEYARCH ACQUISITION CORPORATION 1. The name of the company is Keyarch Acquisition Corporation (the "Company"). 2. The registered office of the Company will be |
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| December 3, 2021 |
Exhibit 4.7 PRIVATE WARRANT AGREEMENT KEYARCH ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated , 2021, is by and between Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in |
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| December 3, 2021 |
Exhibit 99.5 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee and to the disclosure of the undersigned?s biographical information included in the Registration Statement on Form S-1, and any amendments thereto, to be filed by Keyarch Acquisition Corporation |
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| December 3, 2021 |
TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on December 3, 2021 under the Securities Act of 1933, as amended Registration No. 333-???????? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ? Keyarch Acquisition Corporation (Exact name of registrant as specified in its charte |
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| December 3, 2021 |
Exhibit 10.6 Keyarch Acquisition Corporation August 12, 2021 EarlyBirdCapital, Inc. RE: Securities Subscription Agreement Ladies and gentlemen: This agreement (this ?Agreement?) is entered into on August 12, 2021 by and between EarlyBirdCapital, Inc., a New York corporation (the ?Subscriber? or ?you?), and Keyarch Acquisition Corporation, a Cayman Islands exempted company (the ?Company?). Pursuant |
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| December 3, 2021 |
Exhibit 4.6 PUBLIC WARRANT AGREEMENT KEYARCH ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated , 2021, is by and between Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in s |
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| December 3, 2021 |
Exhibit 99.4 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee and to the disclosure of the undersigned’s biographical information included in the Registration Statement on Form S-1, and any amendments thereto, to be filed by Keyarch Acquisition Corporation |
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| December 3, 2021 |
Form of Administrative Services Agreement between the Registrant and Keyarch Global Sponsor Limited* Exhibit 10.10 Keyarch Acquisition Corporation August [•], 2021 Keyarch Global Sponsor, Ltd. Walkers Corporate Limited 190 Elgin Avenue George Town, Grand Cayman KY1-9008 Cayman Islands Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering |
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| December 3, 2021 |
CORRESP 1 filename1.htm December 3, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attn: Michael Purcell Loan Lauren Nguyen Re: Keyarch Acquisition Corporation Amended Draft Registration Statement on Form S-1 Submitted October 7, 2021 CIK No. 0001865701 Ladies and Gentlemen: On behalf of Keyar |
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| December 3, 2021 |
Exhibit 99.3 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee and to the disclosure of the undersigned’s biographical information included in the Registration Statement on Form S-1, and any amendments thereto, to be filed by Keyarch Acquisition Corporation |
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| December 3, 2021 |
Promissory Note, dated June 16, 2021, issued to Keyarch Global Sponsor Limited* Exhibit 10.1 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 |
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| December 3, 2021 |
Form of Amended and Restated Memorandum and Articles of Association* EX-3.2 3 tm2125813d6ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED Memorandum OF association of KEYARCH ACQUISITION CORPORATION (ADOPTED BY SPECIAL RESOLUTION DATED [*]) THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM of ASSOCIATION OF KEYARCH Acquisition CorpORATION (ADOPTED BY SPECIAL RESOLU |
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| December 3, 2021 |
Exhibit 10.5 Keyarch Acquisition Corporation June 16, 2021 Keyarch Global Sponsor Limited RE: Securities Subscription Agreement Ladies and gentlemen: This agreement (this “Agreement”) is entered into on June 16, 2021 by and between Keyarch Global Sponsor Limited, a Cayman Islands exempted company (the “Subscriber” or “you”), and Keyarch Acquisition Corporation, a Cayman Islands exempted company (t |
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| October 7, 2021 |
DRS/A 1 filename1.htm TABLE OF CONTENTS This is a confidential draft submission to the U.S. Securities and Exchange Commission on October 7, 2021 under the Securities Act of 1933, as amended Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Keyarch Acquisition Cor |
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| October 7, 2021 |
DRSLTR 1 filename1.htm October 7, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attn: Michael Purcell Loan Lauren Nguyen Re: Keyarch Acquisition Corporation Draft Registration Statement on Form S-1 Submitted September 2, 2021 CIK No. 0001865701 Ladies and Gentlemen: On behalf of Keyarch Acqu |
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| September 2, 2021 |
EX-3.2 3 filename3.htm Exhibit 3.2 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED Memorandum OF association of KEYARCH ACQUISITION CORPORATION (ADOPTED BY SPECIAL RESOLUTION DATED [*]) THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM of ASSOCIATION OF KEYARCH Acquisition CorpORATION (ADOPTED BY SPECIAL RESOLUTION DATED [*]) 1. |
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| September 2, 2021 |
Keyarch Acquisition Corporation EX-10.6 8 filename8.htm Exhibit 10.6 Keyarch Acquisition Corporation August 12, 2021 EarlyBirdCapital, Inc. RE: Securities Subscription Agreement Ladies and gentlemen: This agreement (this “Agreement”) is entered into on August 12, 2021 by and between EarlyBirdCapital, Inc., a New York corporation (the “Subscriber” or “you”), and Keyarch Acquisition Corporation, a Cayman Islands exempted company ( |
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| September 2, 2021 |
Keyarch Acquisition Corporation EX-10.5 7 filename7.htm Exhibit 10.5 Keyarch Acquisition Corporation June 16, 2021 Keyarch Global Sponsor Limited RE: Securities Subscription Agreement Ladies and gentlemen: This agreement (this “Agreement”) is entered into on June 16, 2021 by and between Keyarch Global Sponsor Limited, a Cayman Islands exempted company (the “Subscriber” or “you”), and Keyarch Acquisition Corporation, a Cayman Isl |
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| September 2, 2021 |
Exhibit 4.5 PRIVATE WARRANT AGREEMENT KEYARCH ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated , 2021, is by and between Keyarch Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in |
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| September 2, 2021 |
DRS 1 filename1.htm TABLE OF CONTENTS This is a confidential draft submission to the U.S. Securities and Exchange Commission on September 1, 2021 under the Securities Act of 1933, as amended Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Keyarch Acquisition Corporation (Exact name |
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| September 2, 2021 |
Exhibit 4.4 PUBLIC WARRANT AGREEMENT KEYARCH ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated , 2021, is by and between Keyarch Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in s |
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| September 2, 2021 |
EX-3.1 2 filename2.htm Exhibit 3.1 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES Memorandum OF association of Keyarch Acquisition Corporation Ref: ND/SSNC/K0788-H22347 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES MEMORANDUM of ASSOCIATION OF KEYARCH ACQUISITION CORPORATION 1. The name of the company is Keyarch Acquisition Corporation (the "Company"). 2. The registered office |
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| September 2, 2021 |
EX-10.1 6 filename6.htm Exhibit 10.1 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 S |
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| September 2, 2021 |
Keyarch Acquisition Corporation August [•], 2021 Exhibit 10.10 Keyarch Acquisition Corporation August [•], 2021 Keyarch Global Sponsor, Ltd. Walkers Corporate Limited 190 Elgin Avenue George Town, Grand Cayman KY1-9008 Cayman Islands Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering |
