UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) ~~OF THE~~

~~SECURITIES~~of ~~EXCHANGE~~the ~~ACT~~Securities OFExchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~October 252, ~~2007~~ 2007

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KEY HOSPITALITY ACQUISITION CORPORATION

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

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Delaware	6770	20-2742464
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Delaware		6770		20-2742464
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4 Becker Farm Road

4 Becker Farm Road, Roseland, New Jersey		07068
(Address of Principal Executive Offices)		(Zip Code)

Roseland, New Jersey 07068

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (973) 992-3707

(Former Name or Former Address, if Changed Since Last Report)

__________________

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 (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x¨ 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))

Item 7 1.01. ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

OnThe ~~March 22,~~disclosure ~~2007,~~set ~~Key~~forth ~~Hospitality~~below ~~Acquisition~~under Corporation (“Key”) entered into an agreement and plan of merger (the “Merger Agreement”) pursuant to which it will acquire Cay Clubs LLC and its affiliated companies (collectively, “Cay Clubs”)Item 1. ~~Key~~02 ~~intends to hold presentations for certain~~ of its stockholders as well as other persons who might be interested in purchasing Key’s securities, regarding the transactions contemplated by the Merger Agreement as described in the preliminary proxy statement filed with the Securities and Exchange Commission on April 25, 2007. At such presentations, the slide show presentation attached to this Current Report on Form 8-K asis ~~Exhibit~~hereby ~~99.1~~incorporated ~~will be distributed to certain participants. This slide show presentation updates certain information which has been made available to Key~~ by ~~Cay~~reference ~~Clubs in connection with the preparation of the proxy statement since the initial investor presentation was filed as exhibit 99~~herein.2 ~~to the Form 8-K filed on March 22, 2007.~~

~~The information~~Item ~~contained~~1.02. inTermination ~~the investor slide show presentation shall not be deemed to be “filed” for the purposes~~ of ~~Section~~a 18Material ofDefinitive ~~the Securities Exchange Act of 1934 and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended~~Agreement.

InOn ~~connection~~October ~~with~~2, ~~the~~2007, ~~acquisition~~Key ~~and~~Hospitality ~~required~~Acquisition ~~stockholder~~Corporation ~~approval,~~ (“Key ~~filed~~Hospitality”), Cay Clubs, Inc., a wholly owned subsidiary of Key Hospitality (“Parent”), Key ~~preliminary~~Merger ~~proxy~~Sub ~~statement~~LLC, ~~with~~a ~~the~~wholly ~~SEC~~owned onsubsidiary ~~April~~of ~~25,~~Parent ~~2007.~~(“Key ~~The~~Merger ~~final~~Sub”), ~~proxy~~Key ~~statement~~Merger ~~will~~Sub beInc., ~~filed~~a ~~with~~wholly ~~the~~owned ~~SEC~~subsidiary ~~and~~of ~~mailed~~Parent to(“New ~~the~~Key ~~stockholders~~Merger ofSub”), ~~Key.~~Cay ~~Key’s~~Clubs ~~stockholders~~LLC ~~are~~(“Cay ~~urged~~Clubs”) toand ~~read~~ the ~~preliminary~~members ~~proxy~~of ~~statement~~Cay inClubs ~~addition~~entered into an agreement to ~~the~~mutually ~~final~~terminate ~~definitive~~the ~~proxy~~Amended ~~statement~~ and ~~other~~Restated ~~relevant~~Agreement ~~materials~~and ~~when~~Plan ~~they~~of Merger, ~~become~~dated ~~available~~August as2, ~~they~~2007, ~~will~~by ~~contain~~and ~~important~~among ~~information~~such ~~about~~parties (the “Merger Agreement”). The ~~acquisition~~decision to terminate was based on the deterioration of Cay Clubs.' ~~Key~~market ~~stockholders~~in Florida, ~~will~~the beliquidity ~~able~~problems toit ~~obtain~~is afacing ~~free~~and ~~copy~~the recent unavailability of ~~such~~jumbo ~~filings~~mortgages atto ~~the~~potential ~~SEC’s~~condo-hotel ~~internet~~buyers ~~site~~which ~~(http://www.sec.gov).~~made ~~Copies~~it ofhighly ~~such~~unlikely ~~filings~~that ~~can~~certain ~~also~~closing conditions contained in the Merger Agreement could be met. Under ~~obtained,~~the ~~without~~terms ~~charge,~~of bythe ~~directing~~Termination aand ~~request~~Release toAgreement ~~Key~~(the “Termination ~~Hospitality~~Agreement”), ~~Acquisition~~the ~~Corporation,~~parties 4agreed ~~Becker~~to ~~Farm~~release ~~Road,~~any ~~Roseland,~~and ~~New~~all ~~Jersey~~claims they may have ~~07068,~~against ~~Tel:~~the ~~(973) 992-3707~~other.

~~Key~~The ~~and its~~foregoing ~~directors~~description ~~and~~of ~~executive~~the ~~officers~~Termination ~~may~~Agreement bedoes ~~deemed~~not purport to be ~~participants in the~~ ~~solicitation~~complete ofand ~~proxies~~is ~~from~~qualified ~~the stockholders of Key~~ in ~~connection~~its ~~with~~entirety ~~the proposed~~by ~~transaction.~~reference ~~Information~~to ~~regarding~~ the ~~special~~full ~~interests~~text of ~~these~~ ~~directors and executive officers in~~ the ~~proposed transaction is included in~~ ~~the preliminary~~Termination ~~proxy~~Agreement, ~~statement~~which ~~and~~is ~~will~~attached behereto ~~included~~as inExhibit ~~the~~10.1 ~~final~~and ~~definitive proxy~~incorporated ~~statement~~herein ~~described~~by ~~above~~reference.

~~Item~~Because 8of the termination of the Merger Agreement with Cay Clubs and given that, pursuant to its charter and the terms of its initial public offering, Key Hospitality is not permitted to pursue any other transactions, Key Hospitality will shortly begin the process of liquidating and dissolving itself in accordance with its charter and applicable law.01 ~~Other~~As ~~Events~~a result, it expects that the amounts held in its trust account, together with interest (net of applicable taxes), will be returned to Key Hospitality’s public stockholders. No payments will be made in respect of Key Hospitality's outstanding warrants or to any of its initial stockholders with respect to the shares owned by them prior to the initial public offering. Key Hospitality intends to prepare and mail to its stockholders a proxy statement seeking approval to effect the liquidation and dissolution.

The ~~information~~Company ~~set~~issued ~~forth~~a ~~under~~press ~~Item~~release 7on October 3, 2007 disclosing, among other things, the termination of the Merger Agreement.01 ~~above~~A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

~~Non-GAAP~~Item 9.01. Financial ~~Measures~~Statements and Exhibits.

~~The~~(d) ~~investor presentation attached as Exhibit 99~~Exhibits.1 contains disclosure of EBITDA for certain periods, which may be deemed to be a non-GAAP financial measure within the meaning of Regulation G promulgated by the Securities and Exchange Commission. Management believes that EBITDA, or earnings before interest, taxes, depreciation and amortization, is an appropriate measure of evaluating operating performance and liquidity, because it reflects the ability of Cay Clubs to meet capital expenditures and working capital requirements and otherwise meet its requirements as they become due. The disclosure of EBITDA may not be comparable to similarly titled measures reported by other companies. EBITDA should be considered in addition to, and not as a substitute, or superior to, operating income, cash flows, revenue, or other measures of financial performance prepared in accordance with generally accepted accounting principles.

~~Forward~~ Exhibit ~~Looking Statements~~ No. Description

~~This~~10.1 ~~Current~~Termination ~~Report on Form 8-K,~~ and ~~other~~Mutual ~~statements~~Release ~~Key may make~~Agreement, ~~including statements~~dated ~~about~~October ~~the benefits of the merger~~2, ~~contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995~~2007, ~~with respect~~ toby ~~Key’s future financial or business performance, strategies~~ and ~~expectations.~~ ~~Forward-looking statements are typically identified by words~~among ~~or phrases~~Key ~~such as “trend~~Hospitality,” ~~“potential,”~~Cay ~~“opportunity~~Clubs,” ~~“pipeline~~Inc.,” ~~“believe,” “expect,”~~Key ~~“anticipate,”~~Merger ~~“forecasts,”~~Sub ~~“intention~~LLC,” ~~“estimate,”~~Key ~~“position,” “assume,”~~Merger ~~“outlook,”~~Sub ~~“continue,”~~Inc. ~~“remain,” “maintain,” “sustain,” “seek,” “achieve,”~~ and ~~similar expressions, or future or conditional verbs such as~~ ~~“will,”~~ Cay ~~“would,”~~Clubs ~~“should,” “could,” “may” and similar expressions.~~LLC

Forward-looking statements are based largely on expectations and projections about future events and future trends and are subject to numerous assumptions, risks and uncertainties, which change over time99. ~~Key’s actual results could differ~~1 ~~materially~~Press from those anticipated in forward-looking statements and you should not place any undue reliance on such forward looking statements. Factors that could cause actual performance to differ from these forward-looking statements include the risks and uncertainties disclosed in Key’s filings with the SEC. Key’s filings with the SEC are accessible on the SEC’s website at http://www.sec.gov. Forward-looking statements speak only as of the date they are made. In particularrelease, ~~the~~dated ~~anticipated~~October ~~timing and benefits of the consummation of the merger is uncertain and could be affected by many factors~~3, including, without limitation, the following: the scope and timing of SEC and other regulatory agency review; Cay Clubs’ ability to compete in real estate and hospitality markets where it conducts business; Cay Clubs’ ability to obtain necessary permits and approvals for the development of its lands; the availability of capital to Cay Clubs and its ability to effect growth strategies successfully; Cay Clubs’ ability to pay principal and interest on its current and future debts; natural disasters; and changes in general economic and financial market conditions2007.

~~Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.~~ SIGNATURES

Exhibit		Description
99.1		Investor Slide Show Presentation.

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.

	KEY HOSPITALITY ACQUISITION CORPORATION
Date: April 25, 2007	By:	/s/ Jeffrey S. Davidson
Dated: October 3, 2007
	Name:	Jeffrey S. Davidson
	/s/ Jeffrey S. Davidson
	Title:	Co-Chairman and Chief Executive Officer
	Jeffrey S. Davidson
	Co-Chairman and Chief Executive Officer

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