KPET SEC filings, in plain English
Everything KPET Ultra Paceline has filed with the SEC that we hold — 25 filings, newest first, 23 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Quarterly report (Form 10-Q) for KPET Ultra Paceline Corporation, a blank check company in its pre-business combination stage, covering the quarterly period ended June 30, 2026. The SPAC completed its IPO on April 1, 2026, raising $230 million in gross proceeds (including full exercise of over-allotment on April 20). As of June 30, 2026, the trust account held $231,832,551, with 23,000,000 Class A ordinary shares subject to possible redemption at a redemption value of $10.06 per share. No business combination has been announced. The company restated its December 31, 2025 financial statements to correct a $42,935 understatement of a promissory note payable to a related party. Management disclosed a material weakness in internal controls over financial reporting related to accounting for the related party promissory note. Net income for the six months was $1,579,393, primarily from interest earned on trust investments ($1,957,551), offset by formation and general administrative costs ($435,158). Working capital at quarter-end was $1,310,866. The deadline to complete a business combination is 24 months from the IPO closing (April 1, 2028), with a possible three-month extension at the sponsor's option. Why it matters: This is the first quarterly report following the IPO, establishing the trust per-share value ($10.06), the redemption deadline, and sponsor commitments. The restatement and internal control weakness highlight accounting risks. Investors should note the trust value, the absence of a target, and the clock running on the 24-month deadline.
What changed vs 2026-05-13trust $230.0M → $231.8M +1%sponsor loan $73K → $300Ktrust account, sponsor loans outstanding, redeemable shares2 moved · 1 with no prior record of ours
- Trust account
- $230.0M$231.8M
- Sponsor loans outstanding
- $73K$300K
- Redeemable shares
- not previously extracted23.0M
SpacBrain reads this as $1,832,551 was added to the trust between the two filings.
The clause …“prepaid insurance 48,588 — Deferred offering costs — 336,830 Investments held in Trust Account 231,832,551 — Total Assets $ 233,333,249 $ 361,830 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’”…
SpacBrain reads this as the sponsor has advanced $227,100 more.
The clause “26, at the closing of the Initial Public Offering, the Company repaid the total outstanding balance of the promissory note amounting to $ 300,000 by crediting the purchase price due to the Company for the Private Placement Units.”…
The clause “6, there were 235,000 Class A ordinary shares issued and outstanding, excluding 23,000,000 shares subject to possible redemption. At December 31, 2025, there were no Class A ordinary shares issued or outstanding. Class B Ordinary Shares —”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A routine compliance exhibit consisting of a Joint Filing Agreement pursuant to Rule 13d-1(k) attached to a Schedule 13G beneficial ownership report. Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross acknowledged via signature block dated August 12, 2026 that all future amendments to this Schedule 13G will be filed jointly, with each party independently responsible for the completeness and accuracy of their own disclosed information while sharing liability for others’ data only if they know or have reason to believe it is inaccurate. The document makes no assertions regarding target identification, merger timelines, trust account composition, extension mechanics, sponsor behavior, customer relationships, revenue streams, market positioning, strategic initiatives, technological capabilities, commercial partnerships, legal proceedings, or leadership transitions. All procedural acknowledgments originate exclusively from the three undersigned holders. Why it matters: Investors tracking SPAC mechanics should note that this administrative pairing of filers simplifies ongoing regulatory reporting without constituting a new acquisition, disposition, or control trigger. Because the exhibit contains no voting commitments, trust modification proposals, or liquidation triggers, it neither advances nor impedes the business combination timeline, nor does it indicate sponsor funding conditions or redemption pressure. Monitoring subsequent 13G amendments will remain the operative method for detecting shifts in institutional positioning as the fund approaches its designated operational horizon.
What changed: Form 8-K Current Report accompanied by a press release announcing the commencement of separate trading for the company's securities. On May 21, 2026, the registrant announced that holders of its units may elect to separately trade the Class A ordinary shares and warrants. Separately traded shares will use the KPET ticker and warrants will use KPET.WS, while unseparated units remain KPET.U. The SEC declared the relevant registration statement effective on March 30, 2026. Each whole warrant carries an exercise price of $11.50 per share, and no fractional warrants will be issued upon separation. Why it matters: This separate trading mechanic alters shareholder liquidity options ahead of the established expiration window. According to the Exhibit 99.1 press release, the company is sponsored by KPET Ultra Paceline LLC, managed by Eduardo Tamraz and Karl Peterson through KPThree Capital LLC. Tamraz detailed their post-TPG/Paceline Strategic Capital co-investments, highlighting a 2024 leadership role in investing in IRA Financial, a South Dakota-chartered trust servicing Traditional IRAs, Roth IRAs, SEP IRAs, and Solo 401(k) plans for alternative asset access like real estate, private equity, precious metals, and digital assets. The filing also formally records the entity's name change from Paceline Solutions Corp on November 4, 2025.
What changed: A routine compliance exhibit—a Joint Filing Agreement attached as Exhibit 99 to a Schedule 13G beneficial ownership report. This filing establishes that KPET Ultra Paceline LLC, KPThree Capital LLC, Karl Peterson, and Eduardo Tamraz have mutually agreed to coordinate their Schedule 13G filings regarding ordinary shares of KPET Ultra Paceline Corporation. It introduces no changes to beneficial ownership percentages, trust account balances, or shareholder rights. The document does not update the redemption calendar, alter the trust value of $10.079676130434782, extend the 2028-03-30 deadline, signal deal progression, or record any sponsor conduct shifts. All execution actions are attributed to Eduardo Tamraz (signed for KPET Ultra Paceline LLC), Karl Peterson (signed for KPThree Capital LLC), and their individual signatures, dated May 14, 2026. Why it matters: For investors monitoring redemption triggers, extension viability, and acquisition momentum, this agreement provides only administrative transparency about shared reporting obligations. Because it contains zero disclosures of share quantities, voting intent, liquidity events, or business development milestones, it does not alter investment calculus. The filing makes no claims regarding customers, revenue streams, addressable markets, strategic roadmaps, proprietary technology, vendor agreements, active litigation, executive hiring or departures. Its sole operative effect is confirming joint regulatory compliance under Rule 13d-1(k)(1), leaving the SEARCHING status, $10.079676130434782 trust/share metric, and 2028-03-30 deadline unchanged pending future target announcements or shareholder votes.
What changed: Quarterly report on Form 10-Q, including interim financial statements and management discussion for a blank-check SPAC pre-business-combination. The SPAC completed its IPO on April 1, 2026 (20M units at $10.00, $200M gross), and on April 20, 2026 it closed the full over-allotment (3M additional units, $30M). The trust account now holds $230M ($10.00 per unit). Founder shares subject to forfeiture (750K) became fully vested. The company restated a prior-period accounting error for a related-party loan by $42,935. A material weakness in internal controls over financial reporting was disclosed. Why it matters: This is the SPAC's first quarterly report post-IPO. The trust is fully funded at $230M, giving it a maximum deadline of April 2028 (24 months) or July 2028 (with the 3-month extension). The company is now public and searching. The restatement and the disclosed material weakness are early conduct flags for sponsor controls. The financials show no operating revenue and a $40K net loss, standard for a pre-deal SPAC.
What changed: Joint filing agreement (Exhibit 99.1) attached to a Schedule 13G beneficial ownership report. This document discloses no changes to beneficial ownership percentages, voting power, or investment intent regarding KPET shares. It exclusively establishes a joint filing arrangement among five RP-affiliated vehicles—RP Investment Advisors LP, RP Select Opportunities Master Fund Ltd., RP Debt Opportunities Fund Ltd., RP Alternative Global Bond Fund, and RP Alternative Credit Opportunities Fund. The text contains no references to redemption deadlines, trust account mechanics, extension provisions, target identification progress, or sponsor conduct. Why it matters: While the filing provides no data on KPET’s search timeline, cash preservation, or shareholder action windows, it administratively consolidates regulatory reporting obligations for the listed funds. Each vehicle will rely on the same joint filing framework to meet Section 13 disclosure requirements, as executed by Richard Pilosof in his capacity as Chief Executive Officer of the general partner. For investors tracking capital commitment signals or activist positioning, this structure clarifies that the RP entities are bundling their disclosures rather than signaling independent strategic shifts, changes in sponsorship authority, or updates to the company’s operational cadence.
What changed: A Form 8-K current report accompanied by a pro forma unaudited balance sheet, functioning as a routine post-offering compliance filing that discloses the completion of the initial public offering, the simultaneous private placement, and the full exercise of the underwriter’s over-allotment option. According to the filing, on April 1, 2026, KPET Ultra Paceline Corporation completed its IPO of 20,000,000 units generating $200,000,000 in gross proceeds, and simultaneously closed a private placement of 235,000 units to KPET Ultra Paceline Unit Holdings, LLC for $2,350,000. The document states that on April 15, 2026, the underwriter fully exercised its over-allotment option, purchasing 3,000,000 additional units for $30,000,000, which were consummated on April 20, 2026. Per the registrant's disclosure, a total of $230,000,000, inclusive of $12,650,000 of deferred underwriting discounts and commissions, was deposited into a trust account administered by Continental Stock Transfer & Trust Company. The pro forma balance sheet records 23,000,000 Class A ordinary shares subject to possible redemption at a stated redemption value of $10.00 per share. The filing further notes that the complete exercise of the over-allotment permanently removed forfeiture conditions on 750,000 Class B ordinary founder shares, establishing a final outstanding founder share count of 5,750,000. The submission does not alter the registered liquidation deadline of March 30, 2028, nor does it report any trust extension or redemption timing adjustments. Why it matters: This filing locks in the post-transaction capital architecture prior to target acquisition. The $230,000,000 trust balance dictates the maximum redemption ceiling for public shareholders, while the $12,650,000 deferred underwriting obligation operates as a merger-related liability that reduces net proceeds available to a future combined entity, as detailed in the balance sheet notes. Regarding sponsor conduct and governance, the document discloses that on March 30, 2026, the company issued 120,000 founder shares to three independent directors at $0.004 per share for $522, with the sponsor subsequently surrendering an equal number of founder shares to the company for no consideration. The unaudited balance sheet shows the registrant carrying a pre-money accumulated deficit of $(9,731,210), which pro forma adjusts to $(11,223,110) following over-allotment settlement, liability fair value changes, and negative additional paid-in capital reclassifications. The filing contains no forward-looking claims regarding customers, projected revenue, addressable market size, business strategy, proprietary technology, partnership agreements, pending litigation, or personnel changes beyond the CFO signature block.
What changed: A Form 8-K current report and accompanying audited financial statements announcing the consummation of KPET Ultra Paceline Corporation’s initial public offering and concurrent private placement on April 1, 2026. According to the registrant's filing, the Company completed its IPO on April 1, 2026, by selling 20,000,000 units at $10.00 per unit to generate $200,000,000 in gross proceeds, and simultaneously sold 235,000 private placement units to KPET Ultra Paceline Unit Holdings, LLC for $2,350,000. The filing states that $200,000,000 of the combined net proceeds, which includes $11,000,000 of deferred underwriting discounts and commissions, was deposited into a trust account with Continental Stock Transfer & Trust Company acting as trustee. Management disclosed that the Company has 24 months from the April 1, 2026 closing to complete an initial business combination, with a one three-month extension available at the Sponsor's option. The document notes the issuance of 5,750,000 founder shares to the Sponsor for $25,000, the March 30, 2026 grant of 120,000 founder shares to three independent directors for an aggregate purchase price of $522, and an administrative support agreement requiring payments of $20,000 per month to a Sponsor affiliate. Underwriters retain a 45-day over-allotment option to purchase up to 3,000,000 additional units, and the Company recorded an over-allotment option liability valued at $158,100. The registrant explicitly stated it had not commenced operations, had not identified a business combination target, and had engaged in no substantive merger discussions. Why it matters: This filing establishes the baseline liquidity, timeline, and contingency rules that will govern future redemption calendar events and extension votes. According to the Notes to Financial Statements, public shareholders may redeem their shares at a per-share price equal to the aggregate amount then on deposit in the Trust Account divided by the number of outstanding public shares, with permitted withdrawals for dissolution expenses limited to up to $100,000 of interest net of taxes payable. The Company outlined that any target business must carry a fair market value equal to at least 80% of the net Trust Account balance at the time a business combination agreement is signed. Regarding sponsor conduct, the filing attributes a letter-agreement indemnification obligation to the Sponsor to cover third-party claims that would reduce Trust assets below the lesser of $10.00 per share or the actual Trust balance, while management cautioned it cannot verify whether the Sponsor possesses sufficient funds to satisfy those liabilities. The document details warrant mechanics, reporting 3,333,333 public warrants and 39,167 private placement warrants outstanding, with public warrants exercisable at $11.50 per share and private warrants expiring five years post-combination. Management confirmed no working capital loans were outstanding as of April 1, 2026, though up to $1,500,000 may be loaned and converted into private placement-equivalent units at $10.00 per unit. These provisions directly dictate capital structure preservation, dilution parameters, and the financial thresholds triggering shareholder action.
What changed: A Schedule 13G beneficial ownership report, classified as a routine SEC compliance exhibit used to declare passive equity positions. Filed on 2026-04-07, the document lists Sculptor Capital LP, Sculptor Capital II LP, Sculptor Capital Holding Corp, Sculptor Capital Holding II LLC, Sculptor Capital Management, Inc., and Sculptor Master Fund, Ltd. as the reporting entities. According to the filing, these parties hold sufficient common stock to trigger mandatory disclosure. The excerpt provides no share counts, percentages, or acquisition purposes. Bearing on SPAC mechanics, the text makes zero references to modifications of the 2028-03-30 redemption deadline, adjustments to the $10.079676130434782 trust per share, or any business combination extensions. Deal progress and sponsor conduct are unaffected by this static ownership snapshot. Why it matters: For investors tracking KPET Ultra Paceline through the searching phase, institutional accumulation often signals which shareholders may align behind a future target or oppose a suboptimal merger. However, because the filing is structured as a passive 13G rather than an activist 13D, the Sculptor entities do not currently claim voting control that would force redemption timeline shifts or dictate trust distribution mechanics. No claims regarding revenue, market size, strategy, technology, partnerships, litigation, or personnel appear in the text. The document serves as a baseline transparency marker; material follow-up requires subsequent amendments detailing actual share volumes, cost basis, or stated intent to influence merger terms.
What changed: A Form 4 – insider ownership report and routine compliance exhibit detailing open-market securities transactions filed with the SEC. The filing reports that on April 1, 2026, Karl Peterson (Director, Chairman, and CEO) and KPThree Capital LLC (identified as a 10% owner) each acquired 235,000 shares via open-market purchases, leaving both with post-transaction holdings of 235,000 shares. The document does not amend the trust/share value of $10.079676130434782, the redemption deadline of March 30, 2028, or the SPAC’s SEARCHING classification. No modifications to extension procedures, trustee duties, or redemption eligibility thresholds are disclosed. Why it matters: Open-market insider accumulation during the search phase typically reflects management conviction regarding target identification timelines, which can indirectly shape shareholder redemption behavior. Because the purchases settled through standard market channels rather than trust accounts, PIPE placements, or underwriter facilities, they exert no immediate pressure on liquidity events or deal financing. The filing attributes all details solely to the reporting persons and their compliance submissions; it contains zero assertions regarding customer concentration, revenue runs, market sizing, technological development, partnership pipelines, operational personnel, or active litigation. Without the issuer’s total outstanding share count, the 235,000-share volume cannot be mathematically converted into a definitive ownership percentage using only the supplied text.
What changed: 8-K filed by SPAC KPET Ultra Paceline Corp reporting its IPO consummation and related agreements. KPET consummated its IPO of 20,000,000 units at $10.00 per unit on April 1, 2026, depositing $200,000,000 (including $11,000,000 deferred underwriting discount) into the trust. Contemporaneously, it sold 235,000 private placement units to Unit Holder Sponsor for $2,350,000. The filing also reports the appointment of three independent directors (Youngblood, Philips, McKee) who each purchased 40,000 Class B shares; the Sponsor concurrently forfeited 120,000 Class B shares. The company's Amended and Restated Memorandum and Articles were adopted. The company has 24 months (27 with sponsor extension) from the IPO closing to complete a business combination. Why it matters: This is the foundational filing for the SPAC. It establishes the trust value per share ($10.079676130434382 based on $200,000,000 / 19,841,880 public shares, though stated as $10.079676130434782), the 24/27-month deadline (April 1, 2028 / April 1, 2029), the redemption mechanics, and the insider lock-ups (Founder Shares: 180 days post-business combination or post-liquidation; Private Units: 30 days post-business combination). The sponsor forfeiture mechanism for the over-allotment is set (up to 750,000 Founder Shares). The independent directors bought in with founder shares, aligning their interests. The filing contains no information on a target, revenue, customers, or market size beyond the SPAC's blank-check nature.
What changed: Investor Prospectus (Filed Pursuant to Rule 424(b)(4)) for an Initial Public Offering. Mechanics & Redemption Calendar: The prospectus establishes a 24-month period from closing to consummate an initial business combination, extendable by one three-month increment at the sponsor’s option, which triggers a simultaneous shareholder redemption opportunity regardless of voting stance. If the extended timeframe lapses without completion, 100% of public shares will be redeemed at a per-share price equal to the aggregate trust account balance divided by outstanding public shares. Why it matters: Strategic Positioning & Pedigree Claims: Management attributes its acquisition framework to over 50 combined years of operational and investment experience, targeting underperforming assets in travel, industrials, technology, telecommunications, media, business services, and consumer products.
What changed: This filing is a Form 3, an SEC insider ownership report submitted by director Kathleen Philips. The filing explicitly states 'No non-derivative transactions or holdings reported,' indicating that the SPAC’s trust/share value of $10.079676130434782 saw no insider transaction activity, the redemption deadline of 2028-03-30 was neither moved nor triggered, the SPAC remains in SEARCHING status, and no new deal advancement or sponsor behavioral shifts are recorded. Why it matters: Because the filing discloses zero changes to equity positions, it provides no data point for tracking internal conviction, redemption window dynamics, extension likelihood, or sponsor conduct. It contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. As a standard regulatory entry with no reported movements, it alters no mechanical parameters for investors monitoring the calendar or trust composition.
What changed: A routine compliance exhibit classified as a Form 3 initial disclosure of beneficial ownership. The submission reports zero non-derivative transactions and no reported share holdings for Director YOUNGBLOOD DR KNEELAND. It introduces no modifications to redemption windows, trust accounting mechanisms, extension provisions, or business combination progression. Sponsor conduct, capital raises, or warrant exercise triggers remain unaddressed. Why it matters: For investors tracking pre-deal SPAC mechanics, the flat-line reporting eliminates insider liquidity events as a near-term catalyst and confirms no directional pressure on the trust balance sheet. The filing contains no substantive operational disclosures: no statements regarding target sector alignment, customer pipelines, projected revenue multiples, technology roadmaps, partnership frameworks, active litigation, or executive appointment changes are attributed to management or the sponsor. Capital preservation and governance stability remain the sole takeaways from this regulatory update.
What changed: This document is a Form 8-A filed with the U.S. Securities and Exchange Commission to register Units (each consisting of one Class A ordinary share and one-sixth of one Warrant), Class A ordinary shares, and whole Warrants on the New York Stock Exchange pursuant to Sections 12(b) and 12(g) of the Securities Exchange Act of 1934. The filing does not modify the trust value per share ($10.079676130434782), the liquidation deadline (2028-03-30), or the entity’s search status. Why it matters: For investors tracking the SPAC lifecycle, this filing confirms the NYSE listing activation and locks in the equity and derivative terms referenced in the S-1, but introduces no new variables affecting the redemption calendar, trust balance, or merger timeline.
What changed: Form 3 — an initial statement of beneficial ownership of securities, specifically categorized as an insider ownership report. Director James McKee submitted the filing stating he has reported no non-derivative transactions or holdings. The document contains no updates on redemption mechanics, the stated trust/share parameters, the March 30, 2028 deadline, deal progress, or sponsor conduct, nor does it disclose claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Why it matters: While this filing delivers zero incremental data for the redemption calendar, trust valuation, or acquisition timeline, it confirms continuous compliance with Section 16(a) reporting requirements during the SEARCHING period. For investors monitoring sponsor conduct and capital structure, it verifies that no covert equity accumulation or hidden position changes have occurred at the executive level.
What changed: A routine SEC compliance exhibit—Form 3, an initial insider ownership report. The filing, submitted by KPET Ultra Paceline Corp and its associated principals, records the baseline insider equity structure without registering any subsequent movement. KPET Ultra Paceline LLC, SPThree Capital LLC, Karl Peterson (director, Chairman and CEO), and Eduardo Tamraz (director, President and CFO) are each reported as 10% owners. The reporting persons explicitly state that no non-derivative transactions or holdings were reported. Consequently, there is no modification to the searching status, the March 30, 2028 redemption deadline, or the $10.079676130434782 trust/share balance. Why it matters: Investors monitoring the redemption calendar and trust preservation receive confirmation that the sponsor and named executives have maintained static 10% stakes since inception, removing insider trading as a variable that could pressure per-share redemption economics or alter extension mathematics ahead of the 2028-03-30 deadline. The form formally anchors Peterson and Tamraz to their leadership titles during the searching phase, establishing direct executive accountability for deal sourcing and capital allocation before any business combination target is announced. Because the filer declared zero non-derivative activity, the document signals no sponsor confidence-building purchases, no dilutive warrant exercises, and no secondary market positioning, but it cleanly archives the pre-deal capital table for future benchmarking against acquisition disclosures.
What changed: This document is a routine regulatory correspondence (FORM CORRESP) submitting a Company Acceleration Request under Rule 461 of the Securities Act of 1933, in which KPET Ultra Paceline Corporation formally asks the SEC to declare its Form S-1 registration statement effective at 4:00 pm Eastern on March 30, 2026. Mechanically, the filing does not alter the SPAC’s search-phase designation, retains the explicit trust value per share of $10.079676130434782, and leaves the redemption/extinction deadline unmodified at 2028-03-30. The only procedural shift is the requested IPO effectiveness window. Why it matters: Accelerating the S-1 effectiveness date compresses the pre-offering timeline, which directly dictates when public shares begin trading, when shareholder redemption rights attach, and when the combined entity’s operational clock starts counting toward the 2028-03-30 deadline. The letter contains zero claims regarding customer concentration, historical or projected revenue, market sizing, technological roadmap, partnership arrangements, pending litigation, or sponsor conduct beyond the signatory CFO attribution.
What changed: A correspondence to the SEC Division of Corporation Finance requesting acceleration of the effective date of a Form S-1 registration statement. Per Rule 461, Managing Directors Eric Hackel and Jeffrey H. Bunzel of Deutsche Bank Securities Inc. request that the registration statement become effective at 4:00 PM Eastern Time on March 30, 2026, or as soon thereafter as practicable. Why it matters: Accelerating the S-1 effective date to late March 2026 signals active underwriting preparation and shifts the SPAC closer to capital market execution, though it provides no actionable data on target selection, deal progression, or sponsor behavior. Investors should monitor subsequent prospectus supplements for merger announcements or redemption terms, as this purely administrative submission confirms standard routing without updating existing trust conditions or operational milestones.
What changed: Amendment No. 1 to Form S-1 registration statement for an initial public offering of 20,000,000 units (or up to 23,000,000 if over-allotment exercised) by KPET Ultra Paceline Corporation, a blank check company (SPAC) seeking a business combination. This amendment updates the initial S-1 filed November 25, 2025. It includes restated financial statements for the period ended December 31, 2025, correcting an understatement of the promissory note related party and deferred offering costs (the sponsor made a disbursement that was previously unaccounted for, increasing the note from $72,900 to $115,835 and deferred offering costs from $293,895 to $336,830). It also adds new exhibits (opinions of Vinson & Elkins and Walkers, consent of WithumSmith+Brown) and updates the preliminary prospectus with current information on the offering terms, trust account mechanics, sponsor compensation, lock-up provisions, and risk factors. Why it matters: This filing establishes the key terms for investors evaluating the SPAC IPO. Trust account per-share value is initially $10.00, but the actual trust value will include interest; the trust will hold $200 million ($230 million if over-allotment). The deadline to complete a business combination is 24 months from the closing of this offering, with one three-month extension at the sponsor's option. No business combination target has been identified. The sponsor (KPET Ultra Paceline LLC) and insiders have significant economic incentives and conflicts, as detailed in the prospectus. The restated financials highlight a material weakness in internal controls over financial reporting and a going concern uncertainty before the offering. Investors should note the sponsor's ability to forfeit or transfer founder shares and the redemption rights for public shareholders.
What changed: Form S-1 registration statement for the IPO of a new blank-check company (SPAC). This is the initial S-1 registration for KPET Ultra Paceline, filed March 5, 2026. The SPAC is raising $200 million (20 million units at $10.00) with a 24-month deadline (one 3-month sponsor extension available to 27 months). It has no target identified. The per-share trust value at IPO will be $10.079676130434382. The sponsor is controlled 70% by Karl Peterson (KPThree) and 30% by Eduardo Tamraz. Key mechanics: 20M public shares, 5M founder shares (after forfeiture), 235K private placement units. The offering is led by sole book-runner Deutsche Bank Securities with a 45-day over-allotment option of up to 3M additional units. The company was originally named Paceline Solutions Corporation and changed its name to KPET Ultra Paceline Corporation on February 27, 2026. Why it matters: This filing establishes the full capital structure and redemption mechanics for the SPAC. It details the trust, the 24/27-month deadline, shareholder redemption rights (subject to a 15% cap on a single holder if a shareholder vote is used), the sponsor's nominal cost for founder shares ($0.004 each), and the anti-dilution protections that ensure founders retain 20%. It also discloses the sponsor's compensation ($20K/month administrative fee, reimbursement of up to $300K in organizational loans, and up to $1.5M in convertible working capital loans). The trust holds $10.00 per unit at IPO; the net tangible book value (NTBV) per share is detailed under various redemption scenarios, showing investors face immediate dilution of roughly 118% if all public shares are redeemed. Management claims extensive deal experience via prior SPACs (Pace-I/Playa, Pace Energy/Magnolia, Pace-II/Accel, Pace Tech/Nerdy, TPG Pace/Vacasa) but also notes two liquidations (Pace Beneficial Finance and Pace Beneficial II).
What changed: a regulatory correspondence from the Securities and Exchange Commission’s Division of Corporation Finance, Office of Real Estate & Construction, notifying management that staff will not review a draft registration statement and issuing procedural filing reminders. The SEC explicitly stated it 'do[es] not intend to review' the draft Registration Statement on Form S-1 initially submitted November 26, 2025. Why it matters: This non-review determination removes a typical regulatory bottleneck, allowing Paceline Solutions Corp to advance toward an effective date and potentially execute a business combination without the delays associated with SEC comment cycles. For investors tracking redemption windows and extension triggers, the unaltered March 30, 2028 deadline confirms that sponsor liquidity parameters and investor exit rights remain governed by the original prospectus terms without interference or pacing delays from regulator review.
What changed: A confidential preliminary prospectus and Form S-1 registration statement filed by Paceline Solutions Corporation to register an initial public offering of 20,000,000 units at $10.00 per unit, each comprising one Class A ordinary share and one-fifth of one warrant. According to the Registrant, Paceline Solutions Corporation has not selected a business combination target and has not initiated any substantive discussions with potential targets. Why it matters: As outlined by the Registrant’s management and legal counsel, this filing constructs the entire pre-deal operating and equity framework, confirming that public capital will remain locked in trust while the Sponsor captures substantial asymmetric upside through founder shares issued at $0.004 and protected anti-dilution provisions guaranteeing a permanent 20% ownership block.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.