| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/30/2026 |
3. Issuer Name and Ticker or Trading Symbol
KPET Ultra Paceline Corp [ KPET ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B Ordinary Shares, par value $0.0001 per share | (1) | (1) | Class A Ordinary Shares, par value $0.0001 per share | 5,630,000(2) | (1) | I | See footnotes(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The Class B Ordinary Shares are automatically convertible into the Issuer's Class A Ordinary Shares at the time of the Issuer's initial business combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of the Issuer's initial business combination, as may be determined by the Issuer's directors) on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. |
| 2. Includes 750,000 Class B Ordinary Shares that are subject to forfeiture if the underwriters in the Issuer's initial public offering of ordinary shares do not exercise their over-allotment option in full. |
| 3. KPET Ultra Paceline LLC is the record holder of the shares reported herein. KPThree Capital LLC and Roger Edward Tamraz are the managing members of KPET Ultra Paceline LLC. Karl Peterson is the managing member of KPThree Capital LLC. As such, KPThree Capital LLC, Karl Peterson and Roger Edward Tamraz may be deemed to have or share beneficial ownership of the Class B ordinary shares held directly by KPET Ultra Paceline LLC. Each such entity or person disclaims any beneficial ownership of such securities held by KPET Ultra Paceline LLC other than to the extent of any pecuniary interest they may have therein, directly or indirectly, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or any other purpose. |
| Remarks: |
| See Exhibit 24 - Power of Attorney |
| KPET Ultra Paceline LLC By: Roger Edward Tamraz, Authorized Person /s/ Roger Edward Tamraz | 03/30/2026 | |
| KPThree Capital LLC By: Karl Peterson, Authorized Person /s/ Karl Peterson | 03/30/2026 | |
| Karl Peterson /s/ Karl Peterson | 03/30/2026 | |
| Roger Edward Tamraz /s/ Roger Edward Tamraz | 03/30/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||