KeyStar Corp. Confirms Emerging Growth Company Status in 8-K

Ticker: VIPZ · Form: 8-K · Filed: Jan 5, 2024 · CIK: 1832161

Keystar Corp. 8-K Filing Summary
FieldDetail
CompanyKeystar Corp. (VIPZ)
Form Type8-K
Filed DateJan 5, 2024
Risk Levellow
Pages2
Reading Time3 min
Key Dollar Amounts$10.0 million, $0.0001, $1.00
Sentimentneutral

Complexity: simple

Sentiment: neutral

Topics: regulatory-filing, emerging-growth-company, corporate-governance

TL;DR

**KeyStar Corp. is an 'emerging growth company,' meaning less SEC red tape for now.**

AI Summary

KeyStar Corp. filed an 8-K on January 5, 2024, primarily to disclose that it is an "emerging growth company." This designation allows KeyStar to take advantage of reduced reporting requirements, which could save the company money and resources. For investors, this means less frequent or detailed financial disclosures, which might reduce transparency but could also signal a focus on growth over immediate regulatory burden.

Why It Matters

This filing confirms KeyStar Corp.'s status as an emerging growth company, which impacts its regulatory compliance and financial reporting obligations, potentially affecting transparency for investors.

Risk Assessment

Risk Level: low — This filing is a routine disclosure of company status and does not indicate any immediate financial or operational risks.

Analyst Insight

Investors should be aware that KeyStar Corp.'s emerging growth company status means it may provide less detailed financial disclosures than larger, more established companies, which could impact due diligence.

Key Players & Entities

  • KeyStar Corp. (company) — the registrant filing the 8-K
  • January 5, 2024 (date) — date of earliest event reported and filing date
  • Nevada (company) — state of incorporation for KeyStar Corp.

FAQ

What is the primary purpose of KeyStar Corp.'s 8-K filing on January 5, 2024?

The primary purpose of KeyStar Corp.'s 8-K filing on January 5, 2024, is to disclose that it is an "emerging growth company" as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

What is KeyStar Corp.'s state of incorporation?

KeyStar Corp.'s state of incorporation is Nevada, as stated in the filing.

What is the business address of KeyStar Corp.?

The business address of KeyStar Corp. is 78 SW 7th Street, Suite 500, Miami, FL 33130, according to the filing.

Does KeyStar Corp. have securities registered pursuant to Section 12(b) of the Act?

No, the filing explicitly states that KeyStar Corp. has "None" for securities registered pursuant to Section 12(b) of the Act.

What is the significance of KeyStar Corp. checking the box for 'Emerging growth company'?

By checking the 'Emerging growth company' box, KeyStar Corp. indicates it qualifies for certain scaled disclosure requirements and exemptions from various provisions of federal securities laws, as permitted for emerging growth companies.

Filing Stats: 749 words · 3 min read · ~2 pages · Grade level 11.1 · Accepted 2024-01-05 16:06:19

Key Financial Figures

  • $10.0 million — y commenced a private offering of up to $10.0 million of its Common Stock, par value $0.0001
  • $0.0001 — million of its Common Stock, par value $0.0001 per share (the "Shares"), at a purchase
  • $1.00 — (the "Shares"), at a purchase price of $1.00 per share (the "Offering"). The Company

Filing Documents

From the Filing

UNITED 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 5, 2024 KEYSTAR CORP. (Exact Name of Registrant as Specified in Charter) Nevada 000-56290 85-0738656 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 78 SW 7th Street , Suite 500 Miami , FL 33130 (Address of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code: (866) 783-9435 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: None. Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 7.01. Regulation FD Disclosure. As previously disclosed by KeyStar Corp., a Nevada corporation (the "Company"), in a Current Report on Form 8-K, filed with the Securities and Exchange Commission (the "SEC") on July 24, 2023, the Company commenced a private offering of up to $10.0 million of its Common Stock, par value $0.0001 per share (the "Shares"), at a purchase price of $1.00 per share (the "Offering"). The Company determined not to sell any securities in the Offering and instead entered into a convertible promissory note and a demand note with certain other investors, as previously disclosed in Current Reports on Form 8-K filed with the SEC on August 29, 2023 and September 19, 2023. In connection with the Offering, the Company furnished investors with a Private Placement Memorandum, subject to confidentiality obligations, containing certain information about the Offering and the Company. A copy of the Private Placement Memorandum is attached hereto as Exhibit 99.1 and incorporated by reference herein. In addition to the Private Placement Memorandum, in connection with the Offering the Company also provided prospective investors with certain information about the Company, subject to confidentiality obligations. A copy of such information is attached hereto as Exhibit 99.2 and incorporated by reference herein. The information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under the Exchange Act or the Securities Act except as expressly set forth by specific reference in such a filing. The filing of this Current Report on Form 8-K shall not been deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by reason of Regulation FD. This Current Report on Form 8-K does not constitute an offer to sell nor a solicitation of an offer to buy any Shares. The Offering and Shares were not required to be and were not registered under the Securities Act in reliance on the exemptions provided by Regulation D (SEC Rule 506(c)) thereunder. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1+ Private Placement Memorandum, dated July 24, 2023. 99.2 Information Provided to Investors in Private Offering. EX-104 Cover Page Interactive Data File (embedded within the Inline XBRL document) + Certain appendices to this exhibit are omitted in accordance with Item 601(A)(5) of Regulation S-K. The Company will furnish supplementally a copy of any omitted appendix to the SEC upon request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. KEYSTAR CORP. /s/ Bruce Cassidy Date: January 5, 2024 Bruce Cassidy Chief Executive Officer

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