Item 1.01 Entry into a Material Definitive Agreement

On April 18, 2023, Keyarch Acquisition Corporation (the "Company") issued a promissory note (the "Note") in the principal amount of up to $250,000 to Keyarch Global Sponsor Limited, a Cayman Islands limited liability company and the Company's sponsor (the "Payee"). The Note was issued in connection with advances the Payee has made, and may make in the future, to the Company for working capital expenses. The Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective.

The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 9.01. Financial Statements and Exhibits.





  (d) Exhibits.




Exhibit
Number    Description
99.1        Promissory Note dated April 18, 2023.
104       Cover Page Interactive Data File (embedded within the Inline XBRL document)




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