Item 1.01. Entry into a Material Definitive Agreement.

On January 24, 2022, the Registration Statement on Form S-1 (File No. 333-261500) (the "Registration Statement") relating to the initial public offering (the "IPO") of Keyarch Acquisition Corporation (the "Company") was declared effective by the U.S. Securities and Exchange Commission. On January 27, 2022, the Company consummated the IPO of 10,000,000 units (the "Units"). Each Unit consists of one Class A ordinary share, $0.0001 par value (the "Class A Ordinary Shares"), one-half of one redeemable warrant (the "Public Warrants"), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment and one right to receive one-tenth of one Class A Ordinary Share (the "Public Rights"). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $100,000,000. Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:





     ?  an Underwriting Agreement, dated January 24, 2022, among the Company and
        EarlyBirdCapital, Inc. as representative of the several underwriters
        (the "Representative"), which contains customary representations and
        warranties and indemnification of the Representative by the Company;

     ?  a Business Combination Marketing Agreement (the "Business Combination
        Marketing Agreement"), dated January 24, 2022, by and among the Company
        and the Representative as advisor in connection with the Company's
        initial business combination (the "Advisor"), pursuant to which the
        Company will pay the Advisor (i) a finder fee (the "Finder Fee") upon
        the consummation of the Company's initial business combination (the
        "Business Combination") equal to 1.0% of the Total Consideration (as
        defined in the Business Combination Marketing Agreement") paid with
        respect to the Business Combination and (ii) a marketing and advisory
        fee (the "Marketing Fee" and, together with the Finder Fee, the "Fee")
        upon the consummation of the Business Combination in an amount equal to,
        in the aggregate, 3.5% of the gross proceeds of the IPO, and whereby the
        Advisor's right to payment of the Fee is conditioned upon the Company's
        consummation of its initial business combination;




     ?  a Public Warrant Agreement, dated January 24, 2022, between the Company
        and Continental Stock Transfer & Trust Company, as warrant agent (the
        "Public Warrant Agreement"), which sets forth the expiration and
        exercise price of and procedure for exercising the Public Warrants;
        certain adjustment features of the terms of exercise; provisions
        relating to redemption and cashless exercise of the Public Warrants;
        provision for amendments to the Public Warrant Agreement; and
        indemnification of the warrant agent by the Company under the agreement;




     ?  a Private Warrant Agreement, dated January 24, 2022, between the Company
        and Continental Stock Transfer & Trust Company, as warrant agent (the
        "Private Warrant Agreement"), which sets forth the expiration and
        exercise price of and procedure for exercising the warrants purchased as
        part of the Private Units (as defined below) (such warrants, the
        "Private Warrants"); certain adjustment features of the terms of
        exercise; certain registration rights of the holders of Private
        Warrants; provision for amendments to the Private Warrant Agreement; and
        indemnification of the warrant agent by the Company under the agreement;

     ?  a Rights Agreement, dated January 24, 2022, between the Company and
        Continental Stock Transfer & Trust Company, as rights agent (the "Rights
        Agreement"), which sets forth the expiration of and procedure for
        exchanging the Rights; certain other provisions relating to exchange of
        the Rights; provision for amendments to the Rights Agreement; and
        indemnification of the rights agent by the Company under the Rights
        Agreement;

     ?  a Letter Agreement, dated January 24, 2022, among the Company, the
        Sponsor and each executive officer and director of the Company, pursuant
        to which the Sponsor and each executive officer and director of the
        Company has agreed to vote any Class A Ordinary Shares held by him, her
        or it in favor of the Company's initial business combination; to
        facilitate the liquidation and winding up of the Company if an initial
        business combination is not consummated within 18 months; to certain
        transfer restrictions with respect to the Company's securities; to
        certain indemnification obligations of the Sponsor; and the Company has
        agreed not to enter into a definitive agreement regarding an initial
        business combination without the prior consent of the Sponsor.




     ?  an Investment Management Trust Agreement, dated January 24, 2022,
        between the Company and Continental Stock Transfer & Trust Company, as
        trustee, which establishes the trust account that will hold the net
        proceeds of the IPO and certain of the proceeds of the sale of the
        Private Units, and sets forth the responsibilities of the trustee; the
        procedures for withdrawal and direction of funds from the trust account;
        and indemnification of the trustee by the Company under the agreement;




     ?  a Registration Rights Agreement, dated January 24, 2022, among the
        Company, the Sponsor (as defined below) and certain investors of the
        Company, which provides for customary demand and piggy-back registration
        rights for the Sponsor, and customary piggy-back registration rights for
        such other shareholders, as well as certain transfer restrictions
        applicable to the Sponsor with respect to the Company's securities;








     ?  a Private Placement Unit Subscription Agreement (the "Private Placement
        Unit Subscription Agreement"), dated January 24, 2022 between the
        Company, Keyarch Global Sponsor Limited (the "Sponsor") and the
        Representative, pursuant to which the Company sold an aggregate of
        500,000 private placement units (the "Private Units") of the Company
        (consisting of 450,000 Private Units purchased by the Sponsor and 50,000
        Private Units to be purchased by the Representative), each Private Unit
        consisting of one Class A Ordinary Share, one Private Warrant and one
        Right, at a price of $10.00 per Private Unit;

     ?  an Administrative Services Agreement, dated January 24, 2022, between
        the Company and the Sponsor, pursuant to which the Sponsor has agreed to
        make available office space, secretarial and administrative services, as
        may be required by the Company from time to time, for up to $10,000 per
        month until the earlier of the Company's initial business combination or
        liquidation; and

The above descriptions are qualified in their entirety by reference to the full . . .

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneous with the consummation of the IPO and the issuance and sale of the Units, the Company consummated the private placement of 500,000 Private Units (of which 450,000 Private Units were purchased by the Sponsor and 50,000 Private Units were purchased by the Representative) at a price of $10.00 per Private Unit, generating total proceeds of $5,000,000. The Private Units are substantially similar to the Public Units except as otherwise disclosed in the Registration Statement. The Private Units were sold pursuant to the Private Placement Unit Subscription Agreement.

Item 5.03. Amendments to Memorandum and Articles of Association.

On January 12, 2022 and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.2 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description
  1.1           Underwriting Agreement between the Company and the Representative

  1.2           Business Combination Marketing Agreement between the Company and
              the Representative
  3.1           Amended and Restated Memorandum and Articles of Association
  4.1           Public Warrant Agreement between Continental Stock Transfer &
              Trust Company and the Company
  4.2           Private Warrant Agreement between Continental Stock Transfer &
              Trust Company and the Company
  4.3           Rights Agreement between Continental Stock Transfer & Trust
              Company and the Company
  10.1          Letter Agreement among the Company and its officers, directors and
              the Sponsor
  10.2          Investment Management Trust Account Agreement between Continental
              Stock Transfer & Trust Company and the Company
  10.3          Registration Rights Agreement among the Company, the Sponsor and
              certain other investors named therein
  10.4          Private Placement Unit Subscription Agreement between the Company,
              the Sponsor, and the Representative
  10.5          Administrative Services Agreement between the Company and the
              Sponsor

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