UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
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Item 8.01 Other Events.
As previously disclosed, on April 1, 2026, KPET Ultra Paceline Corporation (the “Company”) completed its initial public offering (the “IPO”) of 20,000,000 units (the “IPO Units”). On April 15, 2026, the underwriter of the Company’s IPO exercised its over-allotment option in full and on April 20, 2026, the underwriter purchased an additional 3,000,000 units (the “Option Units”). Each Option Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-sixth of one warrant of the Company, each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share. The Option Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $30,000,000.
As previously disclosed, on April 1, 2026, simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of 235,000 units (the “Private Placement Units”) at a purchase price of $10.00 per Private Placement Unit to KPET Ultra Paceline Unit Holdings, LLC, generating gross proceeds to the Company of $2,350,000.
Of the net proceeds of the IPO, the sale of the Private Placement Units and the sale of the Option Units, a total of $230,000,000, including $12,650,000 of deferred underwriting discounts and commissions, was placed in a trust account with Continental Stock Transfer & Trust Company acting as trustee.
An unaudited balance sheet as of April 20, 2026 reflecting receipt of the proceeds from the consummation of the IPO, the Private Placement and the underwriter’s full exercise of its over-allotment option, has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit Number | Description of Exhibits | |
| 99.1 | Unaudited Balance Sheet, as of April 20, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
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: April 22, 2026 | By: | /s/ Roger Edward Tamraz |
| Name: | Roger Edward Tamraz | |
| Title: | President and Chief Financial Officer | |
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Exhibit 99.1
KPET ULTRA PACELINE CORPORATION
PRO FORMA UNAUDITED BALANCE SHEET
April 1, 2026 | Pro Forma Adjustments (Unaudited) | As Adjusted (Unaudited) | |||||||||||
| ASSETS | |||||||||||||
| Current Assets | |||||||||||||
| Cash | $ | 1,759,111 | $ | 1,759,111 | |||||||||
| Prepaid expenses | 25,654 | 25,654 | |||||||||||
| Total Current Assets | 1,784,765 | 1,784,765 | |||||||||||
| Cash held in Trust Account | 200,000,000 | 30,000,000 | (1) | 230,000,000 | |||||||||
| Total Assets | $ | 201,784,765 | 30,000,000 | $ | 231,784,765 | ||||||||
| LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | |||||||||||||
| Current Liabilities | |||||||||||||
| Accrued expenses | $ | 9,552 | $ | 9,552 | |||||||||
| Accrued offering costs | 347,724 | 347,724 | |||||||||||
| Over-allotment option liability | 158,100 | (600 | ) | (3) | — | ||||||||
| (157,500 | ) | (4) | |||||||||||
| Total Current Liabilities | 515,376 | (158,100 | ) | 357,276 | |||||||||
| Deferred underwriting fee payable | 11,000,000 | 1,650,000 | (2) | 12,650,000 | |||||||||
| Total Liabilities | 11,515,376 | 1,491,900 | 13,007,276 | ||||||||||
| Commitments and Contingencies (Note 6) | |||||||||||||
| Class A ordinary shares subject to possible redemption, 23,000,000 shares at a redemption value of $10.00 per share | 200,000,000 | 29,660,000 | (1) | 230,000,000 | |||||||||
| (1,631,300 | ) | (2) | |||||||||||
| 1,971,300 | (5) | ||||||||||||
| Shareholders’ Deficit: | |||||||||||||
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | — | — | |||||||||||
| Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; 235,000 shares issued and outstanding, excluding 23,000,000 shares subject to possible redemption | 24 | 24 | |||||||||||
| Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 5,750,000 shares issued and outstanding(1) | 575 | 575 | |||||||||||
| Additional paid-in capital | — | 340,000 | (1) | — | |||||||||
| (18,700 | ) | (2) | |||||||||||
| (1,971,300 | ) | (5) | |||||||||||
| 1,650,000 | (6) | ||||||||||||
| Accumulated deficit | (9,731,210 | ) | 600 | (3) | (11,223,110 | ) | |||||||
| 157,500 | (4) | ||||||||||||
| (1,650,000 | ) | (6) | |||||||||||
| Total Shareholders’ Deficit | (9,730,611 | ) | (1,491,900 | ) | (11,222,511 | ) | |||||||
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ | 201,784,765 | 30,000,000 | $ | 231,784,765 | ||||||||
| (1) | This number includes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture by the Sponsor if the over-allotment option is not exercised in full or in part by the underwriter (Note 6). On March 30, 2026, the Company issued an aggregate of 120,000 founder shares to its three independent directors, with each director receiving 40,000 shares, at a purchase price of $0.004 per share for an aggregate purchase price of $522. In connection with these issuances, the Sponsor surrendered to the Company, for no consideration, an equal number of founder shares. On April 15, 2026, the underwriter exercised its over-allotment option in full and on April 20, 2026, the Company consummated the issuance of the over-allotment shares and the underwriter purchased an additional 3,000,000 units. As such, the 750,000 Class B ordinary shares are no longer subject to forfeiture. |
See Note to Pro Forma Unaudited Balance Sheet.
F-1
KPET ULTRA PACELINE CORPORATION
NOTES TO PRO FORMA UNAUDITED BALANCE SHEET
(Unaudited)
Note 1 - Closing of over-allotment option and additional private placement
The accompanying unaudited pro forma balance sheet presents the balance sheet of KPET Ultra Paceline Corporation (formerly known as Paceline Solutions Corporation) (the “Company”) as of April 1, 2026 adjusted for the closing of the underwriter’s over-allotment option and related transactions, which occurred on April 20, 2026, as described below.
On April 1, 2026, the Company consummated the initial public offering of 20,000,000 units at $10.00 per unit (the “Units”), which is discussed in Note 4 (the “Initial Public Offering”), generating gross proceeds of $200,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 235,000 private placement units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, or $2,350,000 in the aggregate, to an affiliate of KPET Ultra Paceline LLC (formerly known as Paceline Solutions LLC) (the “Sponsor”), in a private placement. Each Private Placement Unit consists of one Class A ordinary share (the “Private Placement Shares”) and one-sixth of one warrant (the “Private Placement Warrants”). Each Private Placement Warrant is exercisable to purchase one whole Class A ordinary share at a price of $11.50 per share.
In connection with the Initial Public Offering, the underwriter was granted a 45-day option from the date of the prospectus relating to the Initial Public Offering to purchase up to an additional 3,000,000 Units to cover over-allotments, if any. On April 15, 2026, the underwriter exercised its over-allotment option in full to purchase an additional 3,000,000 Units at $10.00 per Unit. On April 20, 2026, the Company consummated the issuance of the over-allotment Units, generating gross proceeds of $30,000,000. As a result of the full exercise of the over-allotment option, 750,000 founder shares are no longer subject to forfeiture.
As of April 20, 2026, a total of $230,000,000 of the net proceeds from the Initial Public Offering (including the full over-allotment close) and the sale of the Private Placement Units were placed in the trust account (the “Trust Account”).
Pro forma adjustments to reflect the full exercise of the underwriters’ over-allotment option are as follows:
| Pro forma entry | ||||||||||
| 1 | Cash held in Trust Account | $ | 30,000,000 | |||||||
| Class A ordinary shares subject to possible redemption | $ | 29,660,000 | ||||||||
| Additional paid-in capital | 340,000 | |||||||||
| To record the sale of 3,000,000 IPO over-allotment units at $10.00 per unit. | ||||||||||
| 2 | Class A ordinary shares subject to possible redemption | $ | 1,631,300 | |||||||
| Additional paid-in capital | 18,700 | |||||||||
| Deferred underwriting fee payable | $ | 1,650,000 | ||||||||
| To record the accrual of deferred underwriting fee on over-allotment option. | ||||||||||
| 3 | Over-allotment option liability | $ | 600 | |||||||
| Change in fair value of over-allotment option liability | $ | 600 | ||||||||
| To record the change in fair value of over-allotment option liability as of April 20, 2026. | ||||||||||
| 4 | Over-allotment option liability | $ | 157,500 | |||||||
| Accumulated deficit | $ | 157,500 | ||||||||
| To write-off the over-allotment option liability due to its full exercise. | ||||||||||
| 5 | Additional paid-in capital | $ | 1,971,300 | |||||||
| Class A ordinary shares subject to possible redemption | $ | 1,971,300 | ||||||||
| Record accretion of ordinary shares subject to redemption in an amount of $10.00 per share. | ||||||||||
| 6 | Accumulated deficit | $ | 1,650,000 | |||||||
| Additional paid-in capital | $ | 1,650,000 | ||||||||
| Reclassify negative additional paid in capital to accumulated deficit. | ||||||||||
F-2