Sec Form 4 Filing - Keyarch Global Sponsor Ltd @ Keyarch Acquisition Corp - 2023-08-14

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Keyarch Global Sponsor Ltd
2. Issuer Name and Ticker or Trading Symbol
Keyarch Acquisition Corp [ KYCH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O KEYARCH ACQUISITION CORPORATION, 275 MADISON AVENUE, 39TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
08/14/2023
(Street)
NEW YORK, NY10016
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Ordinary Shares 08/14/2023 C( 1 ) 2,799,999 ( 1 ) A 3,290,499 ( 3 ) D ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares ( 1 ) 08/14/2023 C( 1 ) 2,799,999 ( 1 ) ( 1 ) ( 1 ) Class A Ordinary Shares 2,799,999 ( 1 ) 1 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Keyarch Global Sponsor Ltd
C/O KEYARCH ACQUISITION CORPORATION
275 MADISON AVENUE, 39TH FLOOR
NEW YORK, NY10016
X
Zheng Fang
275 MADISON AVENUE, 39TH FLOOR
NEW YORK, NY10016
X X
Signatures
Keyarch Global Sponsor Limited, By: /s/ Fang Zheng. Authorized Signer 08/16/2023
Signature of Reporting Person Date
/s/ Fang Zheng 08/16/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Class B ordinary shares, par value $0.0001 per share, of the issuer ("Class B Ordinary Shares") have no expiration date and are convertible into an equal number of Class A ordinary shares, par value $0.0001 per share, of the issuer ("Class A Ordinary Shares") at any time, at the option of the holder. On August 14, 2023, the reporting person elected to convert 2,799,999 of its Class B Ordinary Shares into Class A Ordinary Shares.
( 2 )Keyarch Global Sponsor Limited (the "Sponsor") is the record holder of the securities reported herein. Mr. Fang Zheng is the majority shareholder of the Sponsor. As such, he may be deemed to have beneficial ownership of such shares held directly by the Sponsor. Mr. Zheng disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
( 3 )Includes 490,500 Class A Ordinary Shares underlying private placement units (each unit consisting of one Class A Ordinary Share, one-half of one warrant, each whole warrant exercisable to purchase one Class A Ordinary Share, and one right, each right entitling its holder to receive one-tenth of one Class A Ordinary Share) held by the Sponsor, acquired in connection with the issuer's initial public offering.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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