KPET Ultra Paceline Corp
Filed Mar 5, 2026.
View on SEC.govAbout this filing
A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.
period unavailable · Filed Mar 5, 2026
Contents
Capitalization
The following table sets forth our capitalization at October 16, 2025, and as adjusted to give effect to the filing of our amended and restated memorandum and articles of association, the sale of our units in this offering and the sale of the private placement units and the application of the estimated net proceeds derived from the sale of such securities, assuming no exercise by the underwriters of their overallotment option:
| Actual | As Adjusted(1) | |
|---|---|---|
| Note payable to related party(1) | $72,900 | $— |
| Overallotment liability | — | 187,800 |
| Deferred underwriting commissions | — | 11,000,000 |
| Class A ordinary shares, $0.0001 par value, 300,000,000 shares authorized; zero and 20,000,000 shares are subject to possible redemption, actual and as adjusted, respectively(2) | — | 200,000,000 |
| Preference shares, $0.0001 par value per share, 1,000,000 shares authorized; none issued or outstanding, actual and as adjusted, respectively | — | — |
| Class A ordinary shares, $0.0001 par value, 300,000,000 shares authorized; 0 and 235,000 shares issued and outstanding, actual and as adjusted, respectively | — | 24 |
| Class B ordinary shares, $0.0001 par value, 30,000,000 shares authorized; and 5,750,000 and 5,000,000 shares issued and outstanding, actual and as adjusted, respectively(3) | 575 | 500 |
| Additional paid-in capital(4) | 24,425 | — |
| Accumulated deficit | (63,391) | (9,726,715) |
| Total shareholders’ equity (deficit) | $38,391 | $(9,726,191) |
| Total capitalization | $34,509 | $201,461,609 |
(1) An affiliate of our sponsor has agreed to loan us up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of this offering. As of December 31, 2025, we have borrowed $72,900 under the note. The “as adjusted” information gives effect to the repayment of any loans made under this note out of the proceeds from this offering and the sale of the private placement units.
(2) All of the 20,000,000 Class A ordinary shares sold as part of the units in the offering contain a redemption feature which allows for the redemption of such public shares in connection with our liquidation, if there is a shareholders’ vote or tender offer in connection with the business combination and in connection with certain amendments to our amended and restated memorandum and articles of association. In accordance with SEC guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the 20,000,000 Class A ordinary shares sold as part of the units in the offering will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. Our Class A ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, we have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. We have elected to recognize the changes immediately.
(3) Actual share amount is prior to any forfeiture of founder shares and as adjusted share amount assumes no exercise of the underwriters’ overallotment option.
(4) The ‘as adjusted’ additional paid-in capital includes the proceeds from the sale of the private placement units over their estimated fair value at issuance as a deemed capital contribution from our sponsor, less the immediate accretion of the carry value of Class A ordinary shares subject to redemption value to reduce additional paid-in capital to zero.
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