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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
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 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:
| Title
of each class |
|
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.
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.
Item
9.01 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
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
Tamraz |
| |
Name: |
Eduardo Tamraz |
| |
Title: |
President and Chief Financial Officer |
Exhibit 99.1
KPET Ultra Paceline Corporation Announces the Separate Trading
of 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 Ultra
Paceline 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-Looking
Statements
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