8-K - KPET - Equibles

UNITED

STATES 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): May 21, 2026

KPETUltra Paceline Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands	001-43216	98-1888520
(State<br> or other jurisdiction of <br><br> incorporation)	(Commission<br> File Number)	(I.R.S.<br> Employer <br><br> Identification No.)
5109 S. Broadband Lane
---	---
Sioux Falls, SD	57108
(Address<br> of principal executive offices)	(Zip<br> Code)

605-308-0233

(Registrant’s telephone number, including area code)

Not

Applicable (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:

☐	Written communications pursuant to Rule 425 under<br> the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under<br> the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under<br> the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under<br> the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange<br><br> on which registered
Units, each consisting of<br> one Class A ordinary share, $0.0001 par value, and one-sixth of one warrant	KPET.U	New York Stock Exchange
Class A ordinary shares,<br> par value $0.0001 per share	KPET	New York Stock Exchange
Warrants, each whole warrant<br> exercisable for one Class A ordinary share at an exercise price of $11.50 per share	KPET.WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the 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. ☐

Item8.01 Other Events.

On May 21, 2026, KPET Ultra Paceline Corporation (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units may elect to separately trade the Class A ordinary shares and warrants included in the units commencing on May 21, 2026. No fractional warrants will be issued upon the separation of the units and only whole warrants will trade. Those units not separated will continue to trade on the New York Stock Exchange (“NYSE”) under the symbol “KPET.U,” and each of the Class A ordinary shares and warrants that are separated will trade on the NYSE under the symbols “KPET” and “KPET.WS,” respectively.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.	Description of Exhibits
99.1	Press Release dated May 21, 2026.
104	Cover Page Interactive Data File (embedded within the<br> Inline XBRL document).

SIGNATURES

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.

	KPET ULTRA PACELINE CORPORATION
Date: May 21, 2026	By:	/s/ Eduardo<br> Tamraz
	Name:	Eduardo Tamraz
	Title:	President and Chief Financial Officer

Exhibit 99.1

KPET Ultra Paceline Corporation Announces the Separate Tradingof its Class A Ordinary Shares and Warrants, Commencing May 21, 2026

NEW YORK—May 21, 2026—KPET Ultra Paceline Corporation (NYSE: KPET.U) (the “Company”) announced that, commencing May 21, 2026, holders of the units sold in the Company’s initial public offering may elect to separately trade the Class A ordinary shares and warrants included in the units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Class A ordinary shares and warrants that are separated will trade on the New York Stock Exchange (“NYSE”) under the symbols “KPET” and “KPET.WS,” respectively. Those units not separated will continue to trade on the NYSE under the symbol “KPET.U.”

A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 30, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About KPET UltraPaceline Corporation

KPET Ultra Paceline Corporation is a blank check company that was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region. The Company is sponsored by KPET Ultra Paceline LLC, which is controlled by its managing members, Eduardo Tamraz and KPThree Capital LLC, which is controlled by Karl Peterson. KPThree Capital LLC is a family office with a diversified portfolio of public and private investments. Mr. Peterson and Mr. Tamraz have in the aggregate over 50 years of operational, financial, investment and transactional experience across a diverse group of businesses and intend to focus on identifying operationally oriented acquisition opportunities in industries and sectors that can benefit from their expertise. Messrs. Peterson and Tamraz bring complementary skills encompassing all aspects of the investment process, including sourcing, due diligence, valuation, structuring, financing, negotiation, execution, strategy development, operations management and investment realization. Since leaving TPG and founding Paceline Strategic Capital, Messrs. Peterson and Tamraz have continued to invest together. In 2024, they led a group of family offices that invested in IRA Financial, a South Dakota–chartered trust company that provides custodial and administrative services for self-directed retirement accounts, including Traditional IRAs, Roth IRAs, SEP IRAs, and Solo 401(k) plans. IRA Financial specializes in enabling clients to invest their retirement funds in alternative assets such as real estate, private equity, precious metals, and digital assets, in compliance with Internal Revenue Service (IRS) regulations. Following their investment, Messrs. Peterson and Tamraz have led significant upgrades to the IRA Financial management team and strategic and operational enhancements that they believe are leading to accelerating growth and strong product differentiation.

Forward-LookingStatements

This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact

Eduardo Tamraz, President and Chief Financial Officer

Email: info@kpetultra.com

Phone: 605-308-0233