KPET Ultra Paceline Corp-A美股招股说明书(2026-04-01版)

KPET Ultra Paceline Corporation is a blank check company newly incorporated as a CaymanIslands exempted company for the purpose of effecting a merger, amalgamation, share exchange,asset acquisition, share purchase, reorganization or similar business combination with one or morebusinesses, which we refer to throughout this prospectus as our initial business combination. Wehave 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 business combination target. Ourefforts to identify a prospective target business will not be limited to a particular industry or geographicregion. This is an initial public offering of our securities. Each unit has an offering price of $10.00 andconsists of one ClassA ordinary share and one-sixth of one warrant. Each whole warrant entitles theholder thereof to purchase one ClassA ordinary share at a price of $11.50 per share, subject toadjustment as described in this prospectus, and only whole warrants are exercisable. The warrantswill become exercisable 30days after the completion of our initial business combination, and willexpire fiveyears after the completion of our initial business combination or earlier upon redemption orliquidation, as described in this prospectus. Subject to the terms and conditions described in thisprospectus, we may redeem the warrants for cash once the warrants become exercisable. Nofractional warrants will be issued upon separation of the units and only whole warrants will trade. Wehave also granted the underwriters a 45-day option to purchase up to an additional 3,000,000units tocover overallotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of theirClassA ordinary shares upon the completion of our initial business combination at a per-share pricedescribed herein, payable in cash, subject to the limitations described herein. We will have 24monthsfrom the closing of this offering, with one three-month extension at the option of KPET Ultra PacelineLLC (which we refer to as our “sponsor” throughout this prospectus), to consummate an initialbusiness combination. If we anticipate that we may be unable to consummate our initial businesscombinationwithin such 24-month period(or 27-month period,as applicable),we may seekshareholder approval to amend our amended and restated memorandum and articles of associationto extend the date by which we must consummate our initial business combination. If we seekshareholder approval for an extension, holders of our public shares will be offered an opportunity toredeem their shares, regardless of whether they abstain, vote for, or against, such extension, at a pershare price, payable in cash, equal to the aggregate amount then on deposit in the trust account,including interest earned thereon (net of permitted withdrawals (as defined below)), if any, divided bythe number of then issued and outstanding public shares, subject to applicable law. If we have notconsummated an initial business combination within such 24-month period (or 27-month period, asapplicable), or we do not otherwise seek shareholder approval to amend our amended and restatedmemorandumand articles of association to further extend the time to complete our businesscombination, we will redeem 100% of the public shares at a per-share price described herein,payable in cash, subject to applicable law and as further described herein. Our sponsor, or an affiliate of our sponsor, has committed to purchase an aggregate of 235,000private placement units at a price of $10.00 per unit ($2,350,000 in the aggregate), in a privateplacement that will close simultaneously with the closing of this offering. We refer to these unitsthroughout this prospectus as the private placement units. Each private placement unit consists ofone ClassA ordinary share (which we refer throughout this prospectus as the private placementshares) and one-sixth of one warrant (which we refer throughout this prospectus as the privateplacement warrants). Each private placement warrant is exercisable to purchase one whole ClassAordinaryshare at a price of$11.50 per share.The private placement warrants will becomeexercisable Table of Contents 30days after the completion of our initial business combination, and will expire at 5:00 p.m.,NewYork City time, fiveyears after the completion of our initial business combination or earlier uponredemption or liquidation, as described in this prospectus. None of the private placement warrants willbe redeemable by us. Our initial shareholders (our sponsor and our independent directors) own 5,750,000 ClassBordinary shares (up to 750,000 of which are subject to forfeiture by our sponsor depending on theextent to which the underwriters’ overallotment option is exercised). We refer to these ClassBordinary shares as the founder shares throughout this prospectus. The ClassB ordinary shares willautomatica