KPET ULTRA PACELINE CORPORATION Schedule 13G discloses beneficial ownership positions held by related reporting persons as of March 31, 2026 with the ownership percentages calculated using 28,985,000 ordinary shares outstanding as of May 13, 2026.
The filing shows KPThree Capital LLC beneficially owns 5,865,000 shares (20.20%) and KPET Ultra Paceline LLC (the Sponsor) beneficially owns 5,630,000 shares (19.40%). Individual reporting persons Karl Peterson and Roger Edward (Eduardo) Tamraz are reported with the same beneficial totals through managerial relationships; 235,000 Class A shares are held by Unit Holdings via a private placement and 39,167 Class A shares are associated with warrants that are not presently exercisable.
Positive
None.
Negative
None.
Insights
Beneficial ownership concentrated among founder‑linked entities; conversion mechanics and anti‑dilution rights are disclosed.
The Schedule 13G lists managerial and record‑holder relationships: the Sponsor holds Class B ordinary shares convertible one‑for‑one into Class A shares, and KPThree, Karl Peterson and Eduardo Tamraz are disclosed as having shared voting and dispositive power over those holdings. The filing ties percentages to May 13, 2026 outstanding share count.
Key dependencies include the convertibility of Class B shares and referenced anti‑dilution rights in the S‑1; subsequent filings may detail when conversions or adjustments occur.
Key Figures
Shares outstanding:28,985,000 sharesKPThree beneficial ownership:5,865,000 sharesSponsor beneficial ownership:5,630,000 shares+2 more
5 metrics
Shares outstanding28,985,000 sharesas of May 13, 2026
KPThree beneficial ownership5,865,000 shares20.20% of class
Sponsor beneficial ownership5,630,000 shares19.40% of class
Unit Holdings private placement235,000 sharesClass A shares in private placement units
Warrants (not exercisable)39,167 sharesassociated with private placement units; not presently exercisable
Key Terms
Class B ordinary shares (convertible), Private placement units, Beneficial ownership
3 terms
Class B ordinary shares (convertible)financial
""Class B ordinary shares that are convertible into the Issuer's Class A ordinary shares on a one-for-one basis""
Private placement unitsregulatory
""private placement units acquired by KPET Ultra Paceline Unit Holdings LLC in a private placement""
Beneficial ownershipfinancial
""Amount beneficially owned: The ownership information presented below represents beneficial ownership""
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
KPET ULTRA PACELINE CORPORATION (the "Issuer")
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share ("Class A Ordinary Shares").
(Title of Class of Securities)
G53157106
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G53157106
1
Names of Reporting Persons
KPET Ultra Paceline LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,630,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,630,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,630,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
19.4 %
12
Type of Reporting Person (See Instructions)
FI
Comment for Type of Reporting Person: (1) Rows 6, 8 and 9: The shares reported above are the Issuer's Class B ordinary shares that are convertible into the Issuer's Class A ordinary shares on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-294067). KPET Ultra Paceline LLC, a Cayman Islands limited liability company (the "Sponsor"), is the record holder of the shares reported above. KPThree Capital LLC, a Delaware limited liability company ("KPThree"), and Roger Edward ("Eduardo") Tamraz are the managing members of the Sponsor and have shared voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. Karl Peterson is KPThree's managing member. As such, each of Karl Peterson and Eduardo Tamraz may be deemed to have beneficial ownership of the Class B ordinary shares held directly by the Sponsor. Each of Eduardo Tamraz, Karl Peterson and KPThree disclaim any beneficial ownership of securities held by the Sponsor other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly.
(2) Row 11: The percentage is based on the 28,985,000 of the Issuer's ordinary shares outstanding as of May 13, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2026.
SCHEDULE 13G
CUSIP Number(s):
G53157106
1
Names of Reporting Persons
KPThree Capital LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,865,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,865,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,865,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
20.2 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) Rows 6, 8 and 9: The shares reported above are the Issuer's Class B ordinary shares that are convertible into the Issuer's Class A ordinary shares on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-294067). The Sponsor is the record holder of 5,630,000 of the shares reported above. KPThree and Eduardo Tamraz are the managing members of the Sponsor and have shared voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. Karl Peterson is KPThree's managing member. As such, each of Karl Peterson and Eduardo Tamraz may be deemed to have beneficial ownership of the Class B ordinary shares held directly by the Sponsor. Each of Eduardo Tamraz, Karl Peterson and KPThree disclaim any beneficial ownership of securities held by the Sponsor other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly. The shares reported above also include 235,000 Class A ordinary shares included in private placement units acquired by KPET Ultra Paceline Unit Holdings LLC ("Unit Holdings") in a private placement that closed simultaneously with the Issuer's initial public offering. Unit Holdings is the record holder of such securities. KPThree is the managing member of Unit Holdings and Karl Peterson is the managing member of KPThree. As such, Karl Peterson may be deemed to have beneficial ownership of the Class A ordinary shares held directly by Unit Holdings. Each of Karl Peterson and KPThree disclaim any beneficial ownership of securities held by Unit Holdings other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly.
(2) Row 10: Does not include 39,167 of the Issuer's Class A ordinary shares which may be purchased by exercising warrants that are not presently exercisable. These warrants were included in the private placement units acquired by Unit Holdings in a private placement that closed simultaneously with the Issuer's initial public offering.
(3) Row 11: The percentage is based on the 28,985,000 of the Issuer's ordinary shares outstanding as of May 13, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2026.
SCHEDULE 13G
CUSIP Number(s):
G53157106
1
Names of Reporting Persons
Karl Peterson
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,865,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,865,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,865,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
20.2 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) Rows 6, 8 and 9: The shares reported above are the Issuer's Class B ordinary shares that are convertible into the Issuer's Class A ordinary shares on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-294067). The Sponsor is the record holder of 5,630,000 of the shares reported above. KPThree and Eduardo Tamraz are the managing members of the Sponsor and have shared voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. Karl Peterson is KPThree's managing member. As such, each of Karl Peterson and Eduardo Tamraz may be deemed to have beneficial ownership of the Class B ordinary shares held directly by the Sponsor. Each of Eduardo Tamraz, Karl Peterson and KPThree disclaim any beneficial ownership of securities held by the Sponsor other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly. The shares reported above also include 235,000 Class A ordinary shares included in private placement units acquired by Unit Holdings in a private placement that closed simultaneously with the Issuer's initial public offering. Unit Holdings is the record holder of such securities. KPThree is the managing member of Unit Holdings and Karl Peterson is the managing member of KPThree. As such, Karl Peterson may be deemed to have beneficial ownership of the Class A ordinary shares held directly by Unit Holdings. Each of Karl Peterson and KPThree disclaim any beneficial ownership of securities held by Unit Holdings other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly.
(2) Row 10: Does not include 39,167 of the Issuer's Class A ordinary shares which may be purchased by exercising warrants that are not presently exercisable. These warrants were included in the private placement units acquired by Unit Holdings in a private placement that closed simultaneously with the Issuer's initial public offering.
(3) Row 11: The percentage is based on the 28,985,000 of the Issuer's ordinary shares outstanding as of May 13, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2026.
SCHEDULE 13G
CUSIP Number(s):
G53157106
1
Names of Reporting Persons
Eduardo Tamraz
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,630,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,630,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,630,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
19.4 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) Rows 6, 8 and 9: The shares reported above are the Issuer's Class B ordinary shares that are convertible into the Issuer's Class A ordinary shares on a one-for-on basis, subject to adjustment pursuant to certain anti-dilution rights, as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-294067). The Sponsor is the record holder of the shares reported above. KPThree and Eduardo Tamraz are the managing members of the Sponsor and have shared voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. Karl Peterson is KPThree's managing member. As such, each of Karl Peterson and Eduardo Tamraz may be deemed to have beneficial ownership of the Class B ordinary shares held directly by the Sponsor. Each of Eduardo Tamraz, Karl Peterson and KPThree disclaim any beneficial ownership of securities held by the Sponsor other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly.
(2) Row 11: The percentage is based on the 28,985,000 of the Issuer's ordinary shares outstanding as of May 13, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2026.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
KPET ULTRA PACELINE CORPORATION (the "Issuer")
(b)
Address of issuer's principal executive offices:
5109 S. Broadband Lane Sioux Falls, SD 57108
Item 2.
(a)
Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
KPET Ultra Paceline LLC ("Sponsor")
KPThree Capital LLC ("KPThree")
Karl Peterson
Roger Edward ("Eduardo") Tamraz
(b)
Address or principal business office or, if none, residence:
The address of each of the Reporting Persons is 5109 S. Broadband Lane, Sioux Falls, SD 57108.
(c)
Citizenship:
The Sponsor is organized in the Cayman Islands. KPThree is organized in the State of Delaware. Karl Peterson and Eduardo Tamraz are each citizens of the United States.
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share ("Class A Ordinary Shares").
(e)
CUSIP Number(s):
G53157106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The ownership information presented below represents beneficial ownership of Class A Ordinary Shares of the Issuer as of March 31, 2026, based upon 28,985,000 ordinary shares of the Issuer outstanding as of May 13, 2026 and assumes the conversion of the Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares"), of the Issuer held by the Sponsor into Class A Ordinary Shares on a one-to-one basis.
Reporting Person Amount beneficially owned
KPET Ultra Paceline LLC 5,630,000
KPThree Capital LLC 5,865,000
Karl Peterson 5,865,000
Eduardo Tamraz 5,630,000
(b)
Percent of class:
Reporting Person Percent of class:
KPET Ultra Paceline LLC 19.40%
KPThree Capital LLC 20.20%
Karl Peterson 20.20%
Eduardo Tamraz 19.40%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Reporting Person Sole power to vote or to direct the vote:
KPET Ultra Paceline LLC 0
KPThree Capital LLC 0
Karl Peterson 0
Eduardo Tamraz 0
(ii) Shared power to vote or to direct the vote:
Reporting Person Shared power to vote or to direct the vote:
KPET Ultra Paceline LLC 5,630,000
KPThree Capital LLC 5,865,000
Karl Peterson 5,865,000
Eduardo Tamraz 5,630,000
(iii) Sole power to dispose or to direct the disposition of:
Reporting Person Sole power to dispose or to direct the disposition of:
KPET Ultra Paceline LLC 0
KPThree Capital LLC 0
Karl Peterson 0
Eduardo Tamraz 0
(iv) Shared power to dispose or to direct the disposition of:
Reporting Person Shared power to dispose or to direct the disposition of:
KPET Ultra Paceline LLC 5,630,000
KPThree Capital LLC 5,865,000
Karl Peterson 5,865,000
Eduardo Tamraz 5,630,000
The Sponsor is the record holder of 5,630,000 Class B Ordinary Shares. KPThree and Eduardo Tamraz are the managing members of KPET Ultra Paceline LLC. Karl Peterson is the managing member of KPThree. As such, each of Karl Peterson and Eduardo Tamraz may be deemed to have beneficial ownership of the Class B Ordinary Shares held directly by the Sponsor. Each of Eduardo Tamraz, Karl Peterson and KPThree disclaim any beneficial ownership of securities held by the Sponsor other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly.
KPET Ultra Paceline Unit Holdings LLC ("Unit Holdings") is the record holder of 235,000 Class A Ordinary Shares included in private placement units acquired in a private placement that closed simultaneously with the Issuer's initial public offering. KPThree is the managing member of Unit Holdings and Karl Peterson is the managing member of KPThree. As such, Karl Peterson may be deemed to have beneficial ownership of the Class A Ordinary Shares held directly by Unit Holdings. Each of Karl Peterson and KPThree disclaim any beneficial ownership of securities held by Unit Holdings other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
KPThree Capital LLC beneficially owns 5,865,000 ordinary shares, representing 20.20% of the class based on 28,985,000 outstanding shares as of May 13, 2026. The amount assumes conversion of Class B shares on a one‑for‑one basis where applicable.
How much does the Sponsor (KPET Ultra Paceline LLC) control?
KPET Ultra Paceline LLC is reported as beneficial owner of 5,630,000 Class B ordinary shares, equal to 19.40% of the class using the May 13, 2026 outstanding share base; those Class B shares are convertible into Class A shares one‑for‑one.
Are there any shares held via private placements or warrants?
Yes. 235,000 Class A ordinary shares are held by Unit Holdings from a private placement, and 39,167 Class A shares may be purchased upon exercise of warrants that are not presently exercisable, per the filing's disclosures.
Do reporting persons claim direct beneficial ownership of all shares held by the Sponsor?
No. The filing states KPThree, Karl Peterson and Eduardo Tamraz may be deemed to have beneficial ownership through managerial roles but each expressly disclaims beneficial ownership of Sponsor‑held securities except to the extent of any pecuniary interest.
