KPET Ultra Paceline Corp

This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing.

Unless otherwise stated in this prospectus or the context otherwise requires, references to:

• “we,” “us,” “our,” “company” or “our company” are to KPET Ultra Paceline Corporation;

• “amended and restated memorandum and articles of association” are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering;

• “Companies Act” are to the Companies Act (as amended) of the Cayman Islands as the same may be amended from time to time;

• “equity-linked securities” are to any securities of our company or any of our subsidiaries which are convertible into, or exchangeable or exercisable for, equity securities of our company or such subsidiary, including any private placement of equity or debt;

• “founder shares” are to our Class B ordinary shares initially purchased by, and issued to, our sponsor in a private placement prior to this offering (or which may be issued to our independent directors) and the Class A ordinary shares that will be issued upon the automatic conversion thereof at the time of our initial business combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of our initial business combination, as may be determined by our directors) or earlier at the option of the holders thereof as described herein;

• “initial shareholders” are to our sponsor and our independent directors who are holders of our founder shares prior to this offering;

• “KPThree” means KPThree Capital LLC, a Delaware limited liability company, controlled by Karl Peterson;

• “management” or our “management team” are to our officers and directors;

• “ordinary resolution” are to a resolution of the company adopted by the affirmative vote of at least a majority of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter;

• “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares, collectively;

• “permitted withdrawals” are to the aggregate amounts permitted to be withdrawn from the trust account to fund our working capital requirements following this offering related to our search for an initial business combination, subject to an annual limit of $500,000 of the interest generated on the amount held in the trust account, and to pay our franchise and income taxes, if any; all permitted withdrawals can only be made from interest and not from the principal held in the trust account;

• “private placement shares” are to the Class A ordinary shares issued to our sponsor, or an affiliate of our sponsor, as part of the private placement units in a private placement simultaneously with the closing of this offering;

• “private placement units” are to the units issued to our sponsor, or an affiliate of our sponsor, in a private placement simultaneously with the closing of this offering;

• “private placement warrants” are to the warrants issued to our sponsor, or an affiliate of our sponsor, as part of the private placement units in a private placement simultaneously with the closing of this offering;

• “public shareholders” are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder’s and member of our management team’s status as a “public shareholder” only exists with respect to such public shares;

• “public shares” are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), but specifically excludes all of our Class A ordinary shares that are issued upon conversion of our Class B ordinary shares;

• “public warrants” are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market, including warrants that may be acquired by our sponsor or its affiliates in this offering or thereafter in the open market);

• “special resolution” are to a resolution of the company adopted by the affirmative vote of at least a two-thirds (2/3) majority (or such higher approval threshold as specified in the company’s amended and restated memorandum and articles of association) of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter;

• “specified future issuance” are to an issuance of a class of equity or equity-linked securities to specified purchasers, which may include affiliates of the sponsor group, that we may determine to make in connection with financing our initial business combination;

• “sponsor” are to KPET Ultra Paceline LLC, a Cayman Islands limited liability company. Our sponsor is controlled by its managing members, Eduardo Tamraz and KPThree;

• “sponsor group” are Karl Peterson and Eduardo Tamraz; and

• “warrants” are to our public warrants and private placement warrants, as well as any warrants issued as part of the units issued upon conversion of working capital loans upon or following the consummation of our initial business combination, collectively.

Each unit consists of one Class A ordinary share and one-sixth of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least six units, you will not be able to receive or trade a whole warrant.

All references in this prospectus to shares of the company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares, or as otherwise permitted by our amended and restated memorandum and articles of association, as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law (that is, an issuance of shares paid up to the par value from share premium).

Registered trademarks referred to in this prospectus are the property of their respective owners. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their overallotment option.

Our Company

A paceline is a formation used by a group of cyclists working closely together to achieve greater speed and efficiency than any individual rider would have likely achieved on their own. This metaphor for collaboration is a core value of KPET Ultra Paceline Corporation, as we seek to use the expertise of our sponsor group and their insights and relationships to compliment the capabilities and talents of company management.

We are a blank check company newly incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. We may pursue an initial business combination target in any business or industry.

While we may pursue an acquisition opportunity in any business industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and manage a business that can benefit from our operational expertise, as members of our management team have done in diverse sectors, including travel, industrials, technology, telecommunications, media and entertainment, business services, and consumer products. For more information on our sponsor and its controlling persons, please see the section entitled “Principal Shareholders.”

Our team is led by Karl Peterson, our Chairman and Chief Executive Officer, who has more than 30 years of experience as an entrepreneur, operator and private equity investor, including his tenure as the founding president and chief executive officer of Hotwire.com, a TPG Global, LLC (“TPG”)-owned company. Mr. Peterson has played a key leadership role in originating and/or executing over 20 private equity transactions through varying macroeconomic environments typically with a consistent, operationally oriented investment strategy, and has helped portfolio companies reshape their operations with more than 20 add-on acquisitions and divestitures during his career. Mr. Peterson has overseen numerous equity capital markets transactions in the investments he led for TPG, including over 10 initial public offerings (“IPOs”). We believe his experience helping several portfolio companies prepare for and successfully execute their initial public offerings is a core differentiator for our company. Over the course of his career, Mr. Peterson has successfully taken companies public across a diverse range of industries, including technology, travel, entertainment, energy, and real estate, effectively positioning them to stand out in a competitive IPO market.

Mr. Peterson has utilized his operating and strategy formulation experience as the founding president and chief executive officer of Hotwire.com to help companies refine and optimize their business strategies to improve their valuations. Hotwire.com was a successful start-up in 2000 that generated meaningful equity value appreciation despite the significant decline in Nasdaq and internet market that occurred shortly after its founding. Hotwire.com was acquired by IAC/InterActiveCorp. (now Expedia) in 2003 for $685 million. In 2004, Mr. Peterson returned to TPG and became the senior partner in charge of several industry groups, including media and travel, and was named a Managing Partner of TPG’s European business in 2010 and served on TPG’s executive committee. Recognizing that TPG’s private equity mandates did not typically cover investing in IPOs, Mr. Peterson and TPG founded Pace Holdings Corp. (“Pace-I”) in June of 2015 with the vision of helping a promising company access and grow in the public markets. Mr. Peterson retired from TPG in 2023, and since 2024, Mr. Peterson has been the Founder, Chairman and Chief Executive Officer of Paceline Strategic Capital (“Paceline Strategic”).

Eduardo Tamraz, our President and Chief Financial Officer, brings to our team nearly two decades of experience as a private equity investor. Throughout his career, Mr. Tamraz has structured and executed complex transactions across a diverse range of industries, including industrials, retail, telecommunications, and technology and has held senior leadership roles in several special-purpose acquisition vehicles (“SPACs”).

Mr. Peterson and Mr. Tamraz have in the aggregate over 50 years of combined operational, financial, investment and transactional experience involving a diverse group of businesses, and we intend to focus on industries or sectors offering operationally oriented acquisition opportunities that can benefit from our expertise. Messrs. Peterson and Tamraz possess complementary skills and experience encompassing all aspects of the investment process, including sourcing, due diligence, valuation, structuring, financing, negotiation, execution, strategy development, operations management and investment realization.

While at TPG, Messrs. Peterson and Tamraz jointly led several innovations in the SPAC industry. In 2017, they (through TPG) helped launch Pace-I (previously known as Playa Hotels & Resorts, Inc. before its acquisition by Hyatt Hotels Corporation (“Hyatt”)), which was the first SPAC IPO to offer units consisting of one Class A Ordinary Share and one-third of a warrant. Furthermore in 2017, Messrs. Peterson and Tamraz (through TPG) helped launch the first SPAC listed on the NYSE, TPG Pace Energy Corp. (“Pace Energy”) (now known as Magnolia Oil & Gas Corp.).

Since leaving TPG and founding Paceline Strategic, Messrs. Peterson and Tamraz have continued to invest together. In July 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. The company 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 we believe are leading to accelerating growth and strong product differentiation.

We believe that our management team is well positioned to identify operationally oriented acquisition opportunities in the marketplace and that our network and transaction sources, ranging from owners and directors of private and public companies, private equity funds, investment bankers, lenders, attorneys, accountants and other trusted advisors across various sectors, will allow us to generate attractive acquisition opportunities. Further, we believe our partnership mentality, combined with the current market landscape, opens up a wide variety of deal opportunities where we can help unlock value in the public markets.

Our management team’s objective is to generate attractive investment returns to create value for our shareholders by applying our strategy of identifying operationally oriented acquisition opportunities and capitalizing on the ability of our management team to acquire and manage a business that can benefit from our operational and capital markets expertise. While our approach is driven by investment fundamentals, and focusing on companies where we have differentiated insights, we also seek to drive investor alignment through a comprehensive value creation plan framework. Our board and management team have successfully applied this approach over the past 20 years in both North America and Europe and have deployed capital successfully in all market cycles.

Our management team’s approach is focused on industries or sectors in which we have considerable knowledge and emphasizes downside protection and the preservation of capital by opportunistically pursuing transactions where we believe we have the ability to capture asymmetric risk and reward potential. Our management team have successfully applied this acquisition philosophy to source attractive private equity acquisition opportunities and to deploy capital in

varying macroeconomic environments. Our management team will assess the skills, qualifications and abilities of the management team of each potential business combination target. The level and length of our existing management’s continued active participation in our post-acquisition business will depend on the needs of the particular business acquired. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination.

Current and Past Business Combination Experience of our Management Team

Below are SPAC business combinations in which members of our management team have participated, along with certain other information. Our management team’s experience with SPACs includes transactions completed in conjunction with other partners and not exclusively by our management team. We have no affiliation with TPG or any other asset managers.

Pace-I was founded in 2015, a blank check company formed for a similar purpose as our company, with the vision of helping a promising company access and grow in the public markets. Pace-I completed its initial public offering in September 2015, in which it sold 45,000,000 units, each consisting of one Class A ordinary share of Pace-I and one-third of one warrant, for an offering price of $10.00 per unit. Mr. Peterson served as Pace I’s President and Chief Executive Officer and Mr. Tamraz served as a Vice President at TPG assigned to Pace-I. The initial public offering generated aggregate proceeds of $450,000,000. In December 2016, Pace-I entered into a definitive agreement to acquire Playa Hotels and Resorts N.V. (“Playa”). On March 11, 2017, Pace-I consummated the business combination with Playa. In connection with the closing of the business combination with Playa, Pace-I contributed a total of $450 million in proceeds to Playa. Playa was an owner, operator and developer of all-inclusive resorts in beachfront locations in Mexico and the Caribbean. Playa owned a portfolio consisting of 15 resorts located in Mexico, Jamaica and the Dominican Republic. On June 18, 2025, Hyatt acquired all of the outstanding shares of Playa for approximately $13.50 per share, or approximately $2.6 billion. Mr. Peterson chaired the special committee that oversaw the consideration of strategic alternatives for Playa, which ultimately recommended the sale to Hyatt.

Pace Energy was founded in 2017, a blank check company formed for similar purposes as our company, to identify, acquire, and operate a business that was underperforming and could benefit from an active lead shareholder expertise to implement improvements, and help a promising company access and grow within the public markets. Pace Energy completed its initial public offering in May 2017, in which it sold 65,000,000 units, each consisting of one Class A Ordinary Share and one-third of one warrant, for an offering price of $10.00 per unit. Mr. Peterson served as founding director on the board of directors of Pace Energy until its initial public offering, and Mr. Tamraz served as Executive Vice President of Corporate Development and Secretary of Pace Energy following its initial public offering. The initial public offering generated aggregate proceeds of $650,000,000. In March 2018, Pace Energy entered into a definitive agreement to create Magnolia Oil & Gas Corporation (“Magnolia”) by acquiring the South Texas Division of EnerVest Ltd. On July 31, 2018, Pace Energy consummated the business combination with Magnolia. Magnolia’s shares of common stock are traded on the NYSE under the symbol “MGY.” In connection with the closing of the business combination, Pace Energy contributed a total of $650 million in proceeds to Magnolia, a publicly traded oil and gas exploration and production company with operations primarily in South Texas in the core of the Eagle Ford Shale and Austin Chalk formations. Magnolia focuses on generating value for shareholders through steady production growth, strong pre-tax margins, and free cash flow. As of March 4, 2026, the share price of Magnolia was $28.60.

TPG Pace Holdings Corp. (“Pace-II”) was founded in 2017, a blank check company formed for similar purposes as our company, to identify, acquire and operate a business that is not performing at its full potential and could benefit from a hands-on lead shareholder who can identify and implement improvements. Pace-II completed its initial public offering in June 2017, in which it sold 45,000,000 units, each consisting of one Class A ordinary share and one-third of one warrant, for an offering price of $10.00 per unit. Mr. Peterson served as Pace II’s President and Chief Executive Officer and Mr. Tamraz served as Pace II’s Executive Vice President of Corporate Development and

Secretary. The initial public offering generated aggregate proceeds of $450,000,000. In June 2019, Pace-II entered into a definitive agreement to acquire Accel Entertainment (“Accel”). On November 20, 2019, Pace-II consummated the business combination with Accel. In connection with the closing of the business combination, Pace-II contributed a total of $450 million in proceeds to Accel. Accel is a leading distributed gaming operator in the United States on an Adjusted EBITDA basis, and a preferred partner for local business owners in the Illinois market. Accel’s business consists of the installation, maintenance and operation of video game terminals, redemption devices that disburse winnings and contain ATM functionality, and other amusement devices in authorized non-casino locations such as restaurants, bars, taverns, convenience stores, liquor stores, truck stops, and grocery stores. Accel’s ordinary shares are traded on the NYSE under the symbol “ACEL.” As of March 4, 2026, the share price of Accel was $13.06. Mr. Peterson still serves as Chairman of the Board at Accel.

TPG Pace Tech Opportunities Corp. (“Pace Tech Opportunities”) was founded in 2019, a blank check company focused on a business combination with a company that was not operating at its full potential and could benefit from a hands-on lead shareholder who can identify and implement improvements. Pace Tech Opportunities completed its initial public offering in October 2020, in which it sold 45,000,000 units, each consisting of one Class A ordinary share and one-fifth of one warrant, for an offering price of $10.00 per unit. Prior to and following Pace Tech Opportunities’ initial public offering, Mr. Peterson served as Pace Tech Opportunities’ Non-Executive Chairman, and Mr. Tamraz served as Executive Vice President of Corporate Development and Secretary. The initial public offering generated aggregate proceeds of $450,000,000. On January 28, 2021, Pace Tech Opportunities entered into a definitive agreement with Nerdy Inc. (“Nerdy”) to acquire Nerdy, a leading direct-to-consumer, curated gig economy platform for live online learning benefiting both learners and experts. On September 20, 2021, Pace Tech Opportunities consummated the business combination with Nerdy. In connection with the closing of the business combination, Pace Tech Opportunities contributed over $575 million in gross proceeds to Nerdy. Nerdy operates Varsity Tutors, a technology-driven learning platform that connects students of all ages with experts for live, personalized instruction in thousands of subjects. Nerdy’s ordinary shares are traded on the NYSE under the symbol “NRDY.” As of March 4, 2026 the share price of Nerdy was $0.93.

TPG Pace Solutions Corp. (“TPG Pace”) was founded in 2021, a blank check company formed for similar purposes as our company, with the vision of helping a promising company access and grow in the public markets. TPG Pace completed its initial public offering in April 2021, in which it sold 28,500,000 Class A ordinary shares for an offering price of $10.00 per unit. Mr. Peterson served as TPG Pace’s Non-Executive Chairman, and Mr. Tamraz served as President of TPG Pace. The initial public offering generated aggregate proceeds of $285,000,000. In July 2021, TPG Pace entered into a definitive agreement to acquire Vacasa, Inc. (“Vacasa”). On December 6, 2021, TPG Pace consummated the business combination with Vacasa. In connection with the closing of the business combination, TPG Pace contributed approximately $24.9 million in gross proceeds to Vacasa. Vacasa is a leading vacation rental management platform in North America, offering full-service property management for homeowners and seamless booking experiences for guests. At the time of the transaction, Vacasa managed over 30,000 vacation homes across the United States and internationally. On May 1, 2025, Casago Holdings, LLC (“Casago”) acquired Vacasa for approximately $130 million. Mr. Peterson served as Chairman of the special committee of the board of directors of Vacasa considering strategic alternatives, including the Casago transaction.

TPG Pace Beneficial Finance Corp. (“Pace Beneficial Finance”) was founded in 2019, a blank check company focused on a business combination with high-growth companies with the potential for strong environmental, social and governance principles. Pace Beneficial Finance completed its initial public offering in October 2020, in which it sold 35,000,000 units, each consisting of one Class A ordinary share and one-fifth of a warrant, for an offering price of $10.00 per unit. Mr. Peterson was Non-Executive Chairman and Director of Pace Beneficial Finance, and Mr. Tamraz served as Executive

Vice President of Corporate Development and Secretary of Pace Beneficial Finance. The initial public offering generated aggregate proceeds of $350,000,000. In December 2020, Pace Beneficial Finance entered into a definitive agreement with ENGIE New Business S.A.S., a wholly owned subsidiary of ENGIE S.A. (“Engie”), a multi-national utility with headquarters in France, to acquire its subsidiary EV Charged B.V. (“EVBox”). In December 2021, Pace Beneficial Finance and EVBox announced that both parties mutually agreed to terminate their proposed business combination. On September 23, 2022, Pace Beneficial Finance announced that it would be liquidating its trust after being unable to complete a business acquisition. Outstanding Class A ordinary shares were redeemed on October 11, 2022. The per-share redemption price was $10.01.

TPG Pace Beneficial II Corp. (“Pace Beneficial II”) was founded in 2021, a blank check company focused on a business combination with a company with attractive business fundamentals with, or with the potential for strong environmental, social and governance principles and practices. On April 17, 2023, Pace Beneficial II redeemed all of its Class A Ordinary Shares at a per-share redemption price of approximately $10.00, because Pace Beneficial II did not consummate an initial business combination within the time period required by its organizational documents.

With respect to the foregoing examples, past performance of our management team, including with respect to Pace I, Pace Energy, Pace II, Pace Tech Opportunities, TPG Pace, Pace Beneficial Finance and Pace Beneficial II is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. Our management team’s experience with SPACs includes transactions completed in conjunction with other partners and not exclusively by our management team. We have no affiliation with TPG or any other asset managers. You should not rely on the historical record of our management’s, or any performance of any prior SPACS with which our management team was involved as indicative of our future performance. See “Risk Factors — Past performance by the sponsor group and our management team and board of directors may not be indicative of future performance of an investment in us.” For a list of our executive officers and entities for which a conflict of interest between such officers and the company may or does exist, please refer to “Management — Conflicts of Interest.”

Our Sponsor

Our sponsor is a Cayman Islands limited liability company, which was formed to invest in us. Although our sponsor is permitted to undertake any activities permitted under applicable law, our sponsor’s business is focused on investing in our company. Eduardo Tamraz and KPThree are the managing members of our sponsor. Eduardo Tamraz serves as our President and Chief Financial Officer and is a member of our board of directors. KPThree is controlled by Karl Peterson, who serves as our Chairman and Chief Executive Officer and is a member of our board of directors. The managing members control themanagement of our sponsor, including the exercise of voting and investment discretion over the securities of our company held by our sponsor.

The persons and entities that have a material interest in our sponsor, whether direct or indirect, are as follows:

In addition, prior to the consummation of this offering, our sponsor will forfeit 120,000 founder shares and an aggregate of 120,000 founder shares will be issued to our independent director nominees at their original purchase price.

The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates, assuming the underwriters’ overallotment option is not exercised:

Because our sponsor acquired the founder shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering. See the section titled “Risk Factors — Risks Relating to our Securities — The nominal purchase price paid by our initial shareholders for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination.”

Pursuant to a letter agreement to be entered with us, each of our sponsor, directors and officers (including Karl Peterson and Eduardo Tamraz) has agreed to restrictions on its ability to transfer, assign, or sell the founder shares and private placement units (and the underlying securities), as summarized in the table below. Any permitted transferees would be subject to the same restrictions as our sponsor, directors and officers with respect to the founder shares and private placement units.

In addition, in order to facilitate our initial business combination or for any other reason determined by our sponsor in its sole discretion, our sponsor (or its relevant affiliate) may surrender or forfeit, transfer or exchange our founder shares, private placement units (and the underlying securities) or any of our other securities, including for no consideration, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities. Although such actions are subject to the transfer and other restrictions affecting the founder shares and private placement units (and the underlying securities) set forth in the letter agreement and described elsewhere in this prospectus, there are no restrictions on the managing members’ ability to transfer equity interests in the sponsor held by the managing members or otherwise consent to a transfer of equity interests in the sponsor by another member, and transfers of equity interests in the sponsor may result in a change of ownership or control of the sponsor.

Pursuant to the underwriting agreement, we, our sponsor and our officers and directors have agreed that we will not offer, sell, contract to sell, pledge, charge or grant any option to purchase or otherwise dispose of, directly or indirectly, without the prior written consent of Deutsche Bank Securities Inc. for a period of 180 days after the date of this prospectus, any units, warrants, ordinary shares or any other securities convertible into, or exercisable, or exchangeable for, ordinary shares or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any units, ordinary shares, warrants or any securities convertible into, or exercisable, or exchangeable for, ordinary shares owned, whether any such transaction is to be settled by delivery of such securities, subject to certain exceptions. Deutsche Bank Securities Inc. in its sole discretion may release any of the securities subject to these lock-up agreements at any time without notice. Our sponsor, officers and directors are also subject to separate transfer restrictions on their founder shares and private placement units (and the underlying securities) pursuant to the letter agreement described herein. See “Underwriting”.

Business Strategy

Our acquisition and value creation strategy is to identify, acquire and, after our initial business combination, build a company in the public markets. We intend to seek a company in an industry that complements the experience and expertise of our management team and is a business that we think our transformative operating skills and strategic advice can improve. Our selection process will leverage our team’s network of industry, private equity sponsor and lending community relationships as well as relationships with management teams of public and private companies, investment bankers, restructuring advisers, attorneys and accountants, which we believe should provide us with a number of business combination opportunities. We intend to deploy a proactive, thematic sourcing strategy and to focus on companies where we believe the combination of our operating experience, relationships, capital and capital markets expertise can be catalysts to transform companies and can help accelerate the target business’ growth and performance.

We believe our capital markets expertise, our decade-long experience in the SPAC market, and our track record in helping the companies we invested in, will help us navigate potentially untapped markets where we could capitalize on our expertise.

This group has experience in:

• operating companies, setting and changing strategies, and identifying, mentoring and recruiting world-class talent;

• developing and growing companies, both organically and through acquisitions and strategic transactions, and expanding the product range and geographic footprint of a number of target businesses;

• sourcing, structuring, acquiring and selling businesses;

• accessing the capital markets, including financing businesses and helping companies transition to public ownership;

• engaging with public market analysts and investors to help companies better communicate their business model, opportunity and strategy to maximize value for their shareholders;

• fostering relationships with sellers, capital providers and target management teams; and

• executing transactions in multiple geographies and under varying economic and financial market conditions.

We believe that the network of contacts and relationships of our management team will provide us with an important source of acquisition opportunities. In addition, given our profile and thematic approach, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Upon completion of this offering, members of our management team will communicate with their network of relationships to articulate our acquisition themes, including the parameters of our search for a target company, and will begin the disciplined process of pursuing and reviewing promising leads. In addition to capital, we expect to provide value and enhanced credibility to companies we engage with on a potential business combination on multiple levels that most of our SPAC competitors are not experienced with, willing and/or prepared to do and that cannot be easily accomplished by working with the typical process of third-party advisors on a regular way initial public offering or direct listing, including through the following:

• improving hands-on operating efficiency through cost evaluation and capital allocation decisions;

• improving budgeting process, accuracy and accountability;

• validating merger synergies and accretive valuation;

• helping companies install proper systems, processes and people to scale;

• verifying market opportunity and helping companies focus on their unique product-market fit;

• enhancing and validating existing company strategic plans to differentiate the company versus competitors;

• evaluating and improving methods to acquire and increase customer lifetime value;

• working to ensure leadership stability and implementing sound corporate governance to support scalable growth beyond going public;

• ensuring the accuracy of financial models and projections intended for public communication, and advising on the most effective ways to present them;

• engaging strategics on behalf of the company to accelerate business development and corporate development options;

• assisting the company in negotiating significant business development and M&A deals; and

• establishing and ensuring high quality communication with analysts and investors to articulate long-term value creation.

In many cases, third-party advisors and existing venture or sponsor investors can assist companies with some of the above needs at various points in time. However, they often lack the bandwidth and focus to do so over a continuous and sustained period that persists after becoming a public company. Our team has achieved the above as operators of companies that have successfully been built from scratch, been acquired at scale, and/or were divisions of larger companies. In each case, our management team delivered value to shareholders either through public market financings, organic growth and strategic acquisitions, and/or sales to strategic investors and financial sponsors. Solely going public is not sufficient for many of these companies without access to trusted stewards and fiduciaries who understand the competitive environment and the capital markets, and can help guide these businesses through each area to maximize value.

Acquisition Criteria

Consistent with our strategy, we have identified the following general criteria and guidelines which we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines.

We intend to acquire one or more businesses that we believe:

• are underperforming their potential in industries that are otherwise exhibiting stable or improving fundamentals. We intend to evaluate each industry and the target businesses within those industries based on several factors, including the potential for sustainable competitive advantage, growth in excess of GDP, ability to generate attractive returns and the sustainability of profit margins. We plan to seek targets that will be compatible with our rigorous value creation process, whereby we identify several value enhancing initiatives prior to making the acquisition and install processes to implement and optimize those initiatives.

• are at an inflection point, such as those requiring additional management expertise, are able to innovate by developing new products or services, or where we believe we can drive improved financial performance and where an acquisition may help facilitate growth. We believe that we are well-positioned to evaluate and improve a company’s growth prospects and help them realize the opportunities to create shareholder value following the consummation of a business combination.

• have built a unique product or service that addresses a large consumer or business market with sustainable competitive differentiation. Our management team has significant experience building, advising and investing in companies to help them achieve competitive differentiation and leverage those strengths to drive growth. We intend to provide hands on operating assistance to help the business or businesses we acquire to maximize growth.

• are mature, at scale and ready to access the public capital markets but need help articulating their business model and opportunity to public investors. Our management team has significant experience engaging with public market analysts and investors to help companies better communicate their stories. We believe many companies can leverage our team’s experience and advice to maximize shareholder value as part of our initial business combination and following as an operating public company.

• have significant embedded and/or underexploited expansion opportunities. One of the key elements of our typical value creation approach is to acquire target companies to accelerate their growth. This can be accomplished through a combination of accelerating organic growth and finding attractive add-on acquisition targets. Our management team has significant experience in identifying such targets and helping target management assess the strategic and financial fit. Similarly, our management team has the expertise to assess the likely synergies and a process to help a target integrate acquisitions.

• exhibit unrecognized value or other characteristics that we believe have been misevaluated by the marketplace based on our company specific analysis and due diligence review. For a potential target company, this process will include, among other things, a review and analysis of the company’s capital structure, quality of earnings, potential for operational improvements, corporate governance, customers, material contracts, and industry background and trends. We intend to leverage the operational experience and disciplined investment approach of our team to identify opportunities to unlock value that our experience in complex situations allows us to pursue.

• will offer attractive risk-adjusted equity returns for our shareholders. We will seek to acquire a target on terms and in a manner that leverages our experience in transformational investing. Financial returns will be evaluated based on (i) the potential for organic growth in cash flows, (ii) the ability to achieve cost savings, (iii) the ability to accelerate growth, including through the opportunity for follow-on acquisitions and (iv) the prospects for creating value through other value creation initiatives. Potential upside from growth in the target business’s earnings and an improved capital structure will be weighed against any identified downside risks.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the Securities and Exchange Commission (“SEC”).

Initial Business Combination

Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in trust (excluding any deferred underwriting commissions and taxes payable) at the time of the agreement to enter into the initial business combination. Our board will make the determination as to the fair market value of a target business or businesses. If our board is not able to independently determine the fair market value

of a target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), or an independent accounting firm with respect to the satisfaction of such criteria.

Our amended and restated memorandum and articles of association will require the affirmative vote of a majority of our board of directors, which must include a majority of our independent directors and each of the non-independent directors nominated by our sponsor, to approve our initial business combination.

We may pursue an acquisition opportunity jointly with our sponsor, or one or more affiliates, which we refer to as an “Affiliated Joint Acquisition.” Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities. Any such issuance of equity or equity-linked securities would, on a fully diluted basis, reduce the percentage ownership of our then-existing shareholders. Notwithstanding the foregoing, pursuant to the anti-dilution provisions of our Class B ordinary shares, issuances or deemed issuances of Class A ordinary shares or equity-linked securities would result in an adjustment to the ratio at which Class B ordinary shares convert into Class A ordinary shares such that our initial shareholders and their permitted transferees, if any, would retain their aggregate percentage ownership at 20% of the sum of the total number of all ordinary shares outstanding upon completion of this offering (not including the Class A ordinary shares underlying the private placement units and assuming they do not purchase any units in this offering) plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination and any Class A ordinary shares underlying the private placement units or any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans), unless the holders of a majority of the then-outstanding Class B ordinary shares agreed to waive such adjustment with respect to such issuance or deemed issuance at the time thereof. Our sponsor and its affiliates have no obligation to make any such investment, and may compete with us for potential business combinations.

We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders, or for other reasons, including an Affiliated Joint Acquisition as described above. However, we will only complete a business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise is not required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for seeking shareholder approval or for purposes of a tender offer, as applicable.

Our Acquisition Process

In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us. We will also utilize our transactional, financial, managerial and investment experience.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view.

Our sponsor group will collectively own a 100% economic interest in our sponsor and as a result, assuming that the overallotment option is exercised in full, will indirectly own an aggregate of 5,630,000 founder shares at a price of approximately $0.004 per share and 235,000 private placement units at a price of $10.00 per unit. Prior to the consummation of this offering, our sponsor will forfeit 120,000 founder shares and an aggregate of 120,000 founder shares will be issued to our independent director nominees at their original purchase price. Accordingly, the sponsor group and our independent directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

We currently do not have any specific business combination under consideration. The sponsor group is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any discussions, formal or otherwise, with respect to a business combination transaction. Additionally, we have not, nor has anyone on our behalf, taken any measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to honor his or her fiduciary or contractual obligations to present such opportunity to such other entity. However, because the entities to which our executive officers and directors owe fiduciary duties or contractual obligations are not themselves in the business of engaging in business combinations, we do not believe that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination. In addition, we may pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such entity a class of equity or equity-linked securities. Our amended and restated memorandum and articles of association will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates.

In addition, the sponsor group or their affiliates, including our officers and directors who are affiliated with the sponsor group, may sponsor or form other blank check companies similar to ours during the period in which we are seeking an initial business combination, and members of our management team may participate in such blank check companies. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among the management teams. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.

Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

Corporate Information

Our executive offices are located at 5109 S. Broadband Lane, Sioux Falls, SD 57108, and our telephone number is 605-308-0233 . Upon completion of this offering, our corporate website address will be www.kpetultra.com.

Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus. You should not rely on any such information in making your decision whether to invest in our securities.

We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (as amended) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividends or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that is held by non-affiliates equals or exceeds $700 million as of the prior June 30 th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of the prior June 30 th or (ii) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of the prior June 30 th.

The Offering

In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section of this prospectus entitled “Risk Factors”.

(1) Assumes no exercise of the underwriters’ overallotment option.

(2) Includes up to 750,000 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ overallotment option is exercised.

(3) Assumes no exercise of the underwriters’ overallotment option and the forfeiture by our sponsor of 750,000 founder shares.

(4) The ordinary shares included in the units are Class A ordinary shares. Founder shares are classified as Class B ordinary shares, which shares are convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment as described below adjacent to the caption “Founder shares conversion and anti-dilution rights.” We refer to our Class A ordinary shares and our Class B ordinary shares collectively herein as our ordinary shares.

(5) Includes 20,000,000 public shares, 5,000,000 founder shares and 235,000 private placement shares.

(6) Includes 3,333,333 public warrants and 39,167 private placement warrants.

• our sponsor, officers and directors will not be entitled to (i) redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination, (ii) redemption rights with respect to any founder shares and public shares held by them in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) in a manner that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete an initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity or (iii) rights to liquidating distributions from the trust account with respect to any founder shares or private placement shares held by them if we fail to complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). For purposes of seeking approval of the requisite majority of our outstanding ordinary shares voted, abstentions and non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in respect of such ordinary resolution, in addition to our initial shareholders’ founder shares and private placement shares, we would need 7,382,501, or 36.9% (assuming all outstanding shares are voted and the underwriters’ overallotment option is not exercised), of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved, subject to any higher consent threshold as may be required by Cayman Islands or other applicable law; and

• the founder shares are entitled to registration rights.

We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders, or for other reasons, including an Affiliated Joint Acquisition as described above. However, we will only complete a business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise is not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the NYSE’s 80% of net assets test.

If provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for seeking shareholder approval or for purposes of a tender offer, as applicable.

• they would do so at a price no higher than the price offered through our redemption process;

• our registration statement/proxy statement filed for our business combination transaction would include a representation that any of our securities purchased by our sponsor, directors, executive officers, advisors or any of their affiliates would not be voted in favor of approving the business combination transaction;

• our sponsor, directors, executive officers, advisors or any of their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and

• we would disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items:

• the amount of our securities purchased outside of the redemption offer by our sponsor, directors, executive officers, advisors or any of their affiliates, along with the purchase price;

• the purpose of the purchases by our sponsor, directors, executive officers, advisors or any of their affiliates;

• the impact, if any, of the purchases by our sponsor, directors, executive officers, advisors or any of their affiliates on the likelihood that the business combination transaction will be approved;

• the identities of our security holders who sold to our sponsor, directors, executive officers, advisors or any of their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our sponsor, directors, executive officers, advisors or any of their affiliates; and

• the number of our securities for which we have received redemption requests pursuant to our redemption offer.

See “Proposed Business — Permitted Purchases of our Securities” for a description of how our sponsor, initial shareholders, directors, officers, advisors or any of their affiliates will select which shareholders to purchase securities from in any private transaction.

If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution for such business combination under Cayman Islands law, or such higher approval threshold as may be required by law. A quorum for such meeting will consist of the holders present in person or by proxy of the outstanding shares of the company representing one-third (1/3) of the voting power of all outstanding shares of the company entitled to vote at such meeting. Our initial shareholders will count towards this quorum and have agreed to vote their founder shares, private placement shares and any public shares purchased during or after this offering in favor of our initial business combination, other than public shares purchased after the Company publicly announces its intention to engage in such proposed initial business combination. For purposes of seeking approval of the requisite majority of our outstanding ordinary shares voted, abstentions and non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in respect of such ordinary resolution, in addition to our initial shareholders’ founder shares and private placement shares, we would need 7,382,501, or 36.9% (assuming all outstanding shares are voted and the underwriter’s overallotment option is not exercised), of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved, subject to any higher consent threshold as may be required by Cayman Islands or other applicable law. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our initial shareholders, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or vote at all.

We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials mailed to such holders, or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed business combination is not approved and we continue to search for a target business, we will promptly return any certificates delivered, or shares tendered electronically, by public shareholders who elected to redeem their shares.

If we have not completed our initial business combination within such 24-month period (or 27-month period, as applicable), and have not held a shareholder vote to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate our initial business combination, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of permitted withdrawals and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire without value to the holder if we fail to complete our initial business combination within the 24-month time period (or 27-month period, as applicable).

Our sponsor, officers and directors will not be entitled to rights to liquidating distributions from the trust account with respect to any founder shares or private placement shares held by them if we fail to complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering. However, if our initial shareholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time period (or 27-month period, as applicable).

The underwriters have agreed to waive their rights to the deferred underwriting discounts and commissions held in the trust account in the event we do not complete our initial business combination and subsequently liquidate and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares.

In addition, the sponsor group or their affiliates, including our officers and directors who are affiliated with the sponsor group, may sponsor or form other blank check companies similar to ours during the period in which we are seeking an initial business combination, and members of our management team may participate in such blank check companies. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among the management teams. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.

Potential investors should also be aware of the following other potential conflicts of interest: • none of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. • in the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are then affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. • the low price of $25,000, or $0.004 per share, that the initial shareholders paid for 5,750,000 founder shares creates an incentive whereby the initial shareholders could potentially make a substantial profit even if the company selects an acquisition target that subsequently declines in value and is unprofitable for public investors. • our sponsor, officers and directors will lose their entire investment in us and will not be reimbursed for any loans extended, fees due or out-of-pocket expense if we do not complete an initial business combination. • our sponsor, officers and directors will not be entitled to redemption rights with respect to any founder shares, any private placement shares or any public shares held by them in connection with the consummation of our initial business combination. Additionally, our sponsor, officers and directors will not be entitled to rights to liquidating distributions from the trust account with respect to any founder shares or private placement shares held by them if we fail to consummate our initial business combination within 24 months (or 27 months, as applicable) after the closing of this offering. If we do not complete our initial business combination

within such applicable time period, the proceeds of the sale of the private placement units held in the trust account will be used to fund the redemption of our public shares, and the private placement units (and underlying securities) will expire without value to the holder. Furthermore, our initial shareholders have agreed not to transfer, assign or sell any of their founder shares until the earlier of (i) 180 days after the completion of our initial business combination and (ii) subsequent to our initial business combination, the date on which we complete a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. An affiliate of our sponsor has agreed not to transfer, assign or sell any of the private placement units (including the underlying securities) until 30 days after the date we complete our initial business combination, other than pursuant to limited exceptions as described under “Principal Shareholders — Transfers of Founder Shares and Private Placement Units.” Since our sponsor, its affiliate and our officers and directors may directly or indirectly own ordinary shares and warrants following this offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. • our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. • our sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our sponsor or an affiliate of our sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit at the option of the lender. Such units and their underlying securities would be identical to the private placement units and their underlying securities, including as to exercise price, exercisability and exercise period with respect to the private placement warrants.

The conflicts described above may not be resolved in our favor.

Risks

We are a newly incorporated blank check company that has conducted no operations and has generated no revenues to date. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see “Proposed Business — Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.” You should carefully consider these and the other risks set forth in the section entitled “Risk Factors” of this prospectus. Such risks include, but are not limited to:

• We are a newly incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

• Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.

• If we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

• Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of such business combination.

• Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the status of debt and equity markets.

• We may not be able to complete our initial business combination within the prescribed timeframe, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire without value to the holder.

• The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

• Because we are not limited to a particular industry, sector or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.

• Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.

• We may seek business combination opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings, which could subject us to volatile revenues, cash flows or earnings or difficulty in retaining key personnel.

• Transactions in connection with or in anticipation of our initial business combination and our structure thereafter may not be tax-efficient to our shareholders and warrantholders. As a result of our business combination, our tax obligations may be more complex, burdensome and uncertain.

• We may not hold an annual general meeting until after the consummation of our initial business combination, which could delay the opportunity for our shareholders to appoint directors.

• We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then-outstanding public warrants. As a result, the exercise price of your warrants could be increased, the warrant could be converted into cash or shares (at a ratio different than initially provided), the exercise period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.

• We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants without value to the holder.

• Past performance by the sponsor group and our management team and board of directors may not be indicative of future performance of an investment in us.

• We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest.

• Because our sponsor, officers and directors will lose their entire investment in us if our business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

• Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

• Our initial shareholders will control the appointment and removal of our board of directors until consummation of our initial business combination and will hold a substantial interest in us. As a result, they will appoint and remove all of our directors prior to our initial business combination and may exert substantial influence on actions requiring a shareholder vote and board approval, potentially in a manner that you do not support.

• An investment in our securities, and certain subsequent transactions with respect to our securities, may result in uncertain or adverse U.S. federal income tax consequences for an investor, including uncertainty with respect to the allocation of basis among the components of our units, the tax treatment of a cashless exercise of public warrants and the applicable holding period of our Class A ordinary shares.

• We may be treated as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. investors.

• If our initial business combination involves a company organized under the laws of the United States (or any subdivision thereof), a 1% U.S. federal excise tax could be imposed on us in connection with any redemptions of our Class A ordinary shares after or in connection with such initial business combination.

• The other risks and uncertainties discussed in “Risk Factors” and elsewhere in this prospectus.