How much cash from KPET (KPET)'s IPO and related transactions is in the trust account?

A total of $230,000,000 of net proceeds from the IPO, the full over-allotment exercise, and the private placement was deposited into a trust account with Continental Stock Transfer & Trust Company, including $12,650,000 of deferred underwriting discounts and commissions.

Over-allotment lifts KPET (NYSE: KPET) trust balance to $230,000,000

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

KPET Ultra Paceline Corporation reports that the underwriter fully exercised its IPO over-allotment option, purchasing an additional 3,000,000 units at $10.00 per unit and generating gross proceeds of $30,000,000.

The IPO previously closed on 20,000,000 units at $10.00 per unit for $200,000,000, and a concurrent private placement added 235,000 units at $10.00 per unit for $2,350,000. In total, $230,000,000 of net proceeds, including $12,650,000 of deferred underwriting discounts and commissions, was placed in a trust account. A pro forma unaudited balance sheet as of April 20, 2026 reflects these transactions, showing 23,000,000 Class A ordinary shares subject to possible redemption at $10.00 per share.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

IPO units sold: 20,000,000 units at $10.00 per unit Over-allotment units: 3,000,000 units at $10.00 per unit Private Placement Units: 235,000 units at $10.00 per unit +3 more

6 metrics

IPO units sold 20,000,000 units at $10.00 per unit Initial public offering gross proceeds $200,000,000

Over-allotment units 3,000,000 units at $10.00 per unit Underwriter’s over-allotment exercise gross proceeds $30,000,000

Private Placement Units 235,000 units at $10.00 per unit Private placement proceeds $2,350,000

Cash in Trust Account $230,000,000 Net proceeds from IPO, over-allotment and private placement as of April 20, 2026

Shares subject to redemption 23,000,000 Class A shares at $10.00 Class A ordinary shares subject to possible redemption

Deferred underwriting fee payable $12,650,000 Includes $1,650,000 from over-allotment option

Key Terms

over-allotment option, Private Placement Units, Trust Account, Class A ordinary shares subject to possible redemption, +1 more

5 terms

over-allotment option financial

"the underwriter of the Company’s IPO exercised its over-allotment option in full"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

Private Placement Units financial

"the Company completed the private sale of 235,000 units (the “Private Placement Units”)"

Trust Account financial

"was placed in a trust account with Continental Stock Transfer & Trust Company acting as trustee"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

Class A ordinary shares subject to possible redemption financial

"Class A ordinary shares subject to possible redemption, 23,000,000 shares at a redemption value of $10.00 per share"

Deferred underwriting fee payable financial

"Deferred underwriting fee payable 11,000,000 1,650,000 (2) 12,650,000"

Understanding 8-K Material Events →

04/22/2026 - 05:23 PM

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): April 20, 2026

KPET Ultra Paceline Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands		001-43216		98-1888520
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

5109 S. Broadband Lane Sioux Falls, SD		57108
(Address of principal executive offices)		(Zip 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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communication 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:

Title of each class registered	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of 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, par value $0.0001 per share	KPET	New York Stock Exchange
Warrants, each whole warrant 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. ☐

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).

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

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

Source: View Original Filing on SEC EDGAR

FAQ

What did KPET (KPET) announce in this Form 8-K?

KPET Ultra Paceline Corporation disclosed that its IPO underwriter fully exercised the over-allotment option, buying 3,000,000 additional units at $10.00 each and providing $30,000,000 in gross proceeds, with updated pro forma balance sheet details as of April 20, 2026.

How large was KPET (KPET)'s initial public offering and at what price?

The company completed an initial public offering of 20,000,000 units at $10.00 per unit, generating $200,000,000 in gross proceeds. Each unit consists of one Class A ordinary share and one-sixth of one warrant to purchase a Class A share at $11.50 per share.

What are the terms of KPET (KPET) warrants included in the units?

Each unit, including the over-allotment units, contains one-sixth of one warrant. Every whole warrant allows the holder to buy one Class A ordinary share at an exercise price of $11.50 per share, providing potential future equity funding if exercised.

What private placement did KPET (KPET) complete alongside the IPO?

Simultaneously with the IPO closing, KPET Ultra Paceline Corporation sold 235,000 Private Placement Units at $10.00 per unit to KPET Ultra Paceline Unit Holdings, LLC, generating $2,350,000 in gross proceeds. Each Private Placement Unit includes one Class A ordinary share and one-sixth of one warrant.

How many KPET (KPET) Class A shares are subject to possible redemption?

The pro forma balance sheet shows 23,000,000 Class A ordinary shares subject to possible redemption at a redemption value of $10.00 per share. This figure reflects both the initial 20,000,000 IPO units and the 3,000,000 over-allotment units sold at $10.00 per unit.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 UNAUDITED BALANCE SHEET, AS OF APRIL 20, 2026 50.9 KB