Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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KPET ULTRA PACELINE CORPORATION (the "Issuer") (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share ("Class A Ordinary Shares"). (Title of Class of Securities) |
G53157106 (CUSIP Number) |
03/31/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G53157106 |
| 1 | Names of Reporting Persons
KPET Ultra Paceline LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,630,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: (1) Rows 6, 8 and 9: The shares reported above are the Issuer's Class B ordinary shares that are convertible into the Issuer's Class A ordinary shares on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-294067). KPET Ultra Paceline LLC, a Cayman Islands limited liability company (the "Sponsor"), is the record holder of the shares reported above. KPThree Capital LLC, a Delaware limited liability company ("KPThree"), and Roger Edward ("Eduardo") Tamraz are the managing members of the Sponsor and have shared voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. Karl Peterson is KPThree's managing member. As such, each of Karl Peterson and Eduardo Tamraz may be deemed to have beneficial ownership of the Class B ordinary shares held directly by the Sponsor. Each of Eduardo Tamraz, Karl Peterson and KPThree disclaim any beneficial ownership of securities held by the Sponsor other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly. (2) Row 11: The percentage is based on the 28,985,000 of the Issuer's ordinary shares outstanding as of May 13, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2026.
SCHEDULE 13G
|
| CUSIP No. | G53157106 |
| 1 | Names of Reporting Persons
KPThree Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,865,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
20.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) Rows 6, 8 and 9: The shares reported above are the Issuer's Class B ordinary shares that are convertible into the Issuer's Class A ordinary shares on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-294067). The Sponsor is the record holder of 5,630,000 of the shares reported above. KPThree and Eduardo Tamraz are the managing members of the Sponsor and have shared voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. Karl Peterson is KPThree's managing member. As such, each of Karl Peterson and Eduardo Tamraz may be deemed to have beneficial ownership of the Class B ordinary shares held directly by the Sponsor. Each of Eduardo Tamraz, Karl Peterson and KPThree disclaim any beneficial ownership of securities held by the Sponsor other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly. The shares reported above also include 235,000 Class A ordinary shares included in private placement units acquired by KPET Ultra Paceline Unit Holdings LLC ("Unit Holdings") in a private placement that closed simultaneously with the Issuer's initial public offering. Unit Holdings is the record holder of such securities. KPThree is the managing member of Unit Holdings and Karl Peterson is the managing member of KPThree. As such, Karl Peterson may be deemed to have beneficial ownership of the Class A ordinary shares held directly by Unit Holdings. Each of Karl Peterson and KPThree disclaim any beneficial ownership of securities held by Unit Holdings other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly. (2) Row 10: Does not include 39,167 of the Issuer's Class A ordinary shares which may be purchased by exercising warrants that are not presently exercisable. These warrants were included in the private placement units acquired by Unit Holdings in a private placement that closed simultaneously with the Issuer's initial public offering. (3) Row 11: The percentage is based on the 28,985,000 of the Issuer's ordinary shares outstanding as of May 13, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2026.
SCHEDULE 13G
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| CUSIP No. | G53157106 |
| 1 | Names of Reporting Persons
Karl Peterson | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,865,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
20.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Rows 6, 8 and 9: The shares reported above are the Issuer's Class B ordinary shares that are convertible into the Issuer's Class A ordinary shares on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-294067). The Sponsor is the record holder of 5,630,000 of the shares reported above. KPThree and Eduardo Tamraz are the managing members of the Sponsor and have shared voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. Karl Peterson is KPThree's managing member. As such, each of Karl Peterson and Eduardo Tamraz may be deemed to have beneficial ownership of the Class B ordinary shares held directly by the Sponsor. Each of Eduardo Tamraz, Karl Peterson and KPThree disclaim any beneficial ownership of securities held by the Sponsor other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly. The shares reported above also include 235,000 Class A ordinary shares included in private placement units acquired by Unit Holdings in a private placement that closed simultaneously with the Issuer's initial public offering. Unit Holdings is the record holder of such securities. KPThree is the managing member of Unit Holdings and Karl Peterson is the managing member of KPThree. As such, Karl Peterson may be deemed to have beneficial ownership of the Class A ordinary shares held directly by Unit Holdings. Each of Karl Peterson and KPThree disclaim any beneficial ownership of securities held by Unit Holdings other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly. (2) Row 10: Does not include 39,167 of the Issuer's Class A ordinary shares which may be purchased by exercising warrants that are not presently exercisable. These warrants were included in the private placement units acquired by Unit Holdings in a private placement that closed simultaneously with the Issuer's initial public offering. (3) Row 11: The percentage is based on the 28,985,000 of the Issuer's ordinary shares outstanding as of May 13, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2026.
SCHEDULE 13G
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| CUSIP No. | G53157106 |
| 1 | Names of Reporting Persons
Eduardo Tamraz | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,630,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Rows 6, 8 and 9: The shares reported above are the Issuer's Class B ordinary shares that are convertible into the Issuer's Class A ordinary shares on a one-for-on basis, subject to adjustment pursuant to certain anti-dilution rights, as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-294067). The Sponsor is the record holder of the shares reported above. KPThree and Eduardo Tamraz are the managing members of the Sponsor and have shared voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. Karl Peterson is KPThree's managing member. As such, each of Karl Peterson and Eduardo Tamraz may be deemed to have beneficial ownership of the Class B ordinary shares held directly by the Sponsor. Each of Eduardo Tamraz, Karl Peterson and KPThree disclaim any beneficial ownership of securities held by the Sponsor other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly. (2) Row 11: The percentage is based on the 28,985,000 of the Issuer's ordinary shares outstanding as of May 13, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2026.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
KPET ULTRA PACELINE CORPORATION (the "Issuer") | |
| (b) | Address of issuer's principal executive offices:
5109 S. Broadband Lane Sioux Falls, SD 57108 | |
| Item 2. | ||
| (a) | Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of: KPET Ultra Paceline LLC ("Sponsor") KPThree Capital LLC ("KPThree") Karl Peterson Roger Edward ("Eduardo") Tamraz | |
| (b) | Address or principal business office or, if none, residence:
The address of each of the Reporting Persons is 5109 S. Broadband Lane, Sioux Falls, SD 57108. | |
| (c) | Citizenship:
The Sponsor is organized in the Cayman Islands. KPThree is organized in the State of Delaware. Karl Peterson and Eduardo Tamraz are each citizens of the United States. | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share ("Class A Ordinary Shares"). | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The ownership information presented below represents beneficial ownership of Class A Ordinary Shares of the Issuer as of March 31, 2026, based upon 28,985,000 ordinary shares of the Issuer outstanding as of May 13, 2026 and assumes the conversion of the Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares"), of the Issuer held by the Sponsor into Class A Ordinary Shares on a one-to-one basis. Reporting Person Amount beneficially owned KPET Ultra Paceline LLC 5,630,000 KPThree Capital LLC 5,865,000 Karl Peterson 5,865,000 Eduardo Tamraz 5,630,000 | |
| (b) | Percent of class:
Reporting Person Percent of class: KPET Ultra Paceline LLC 19.40% KPThree Capital LLC 20.20% Karl Peterson 20.20% Eduardo Tamraz 19.40% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Reporting Person Sole power to vote or to direct the vote: KPET Ultra Paceline LLC 0 KPThree Capital LLC 0 Karl Peterson 0 Eduardo Tamraz 0 | ||
| (ii) Shared power to vote or to direct the vote:
Reporting Person Shared power to vote or to direct the vote: KPET Ultra Paceline LLC 5,630,000 KPThree Capital LLC 5,865,000 Karl Peterson 5,865,000 Eduardo Tamraz 5,630,000 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Reporting Person Sole power to dispose or to direct the disposition of: KPET Ultra Paceline LLC 0 KPThree Capital LLC 0 Karl Peterson 0 Eduardo Tamraz 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Reporting Person Shared power to dispose or to direct the disposition of: KPET Ultra Paceline LLC 5,630,000 KPThree Capital LLC 5,865,000 Karl Peterson 5,865,000 Eduardo Tamraz 5,630,000 The Sponsor is the record holder of 5,630,000 Class B Ordinary Shares. KPThree and Eduardo Tamraz are the managing members of KPET Ultra Paceline LLC. Karl Peterson is the managing member of KPThree. As such, each of Karl Peterson and Eduardo Tamraz may be deemed to have beneficial ownership of the Class B Ordinary Shares held directly by the Sponsor. Each of Eduardo Tamraz, Karl Peterson and KPThree disclaim any beneficial ownership of securities held by the Sponsor other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly. KPET Ultra Paceline Unit Holdings LLC ("Unit Holdings") is the record holder of 235,000 Class A Ordinary Shares included in private placement units acquired in a private placement that closed simultaneously with the Issuer's initial public offering. KPThree is the managing member of Unit Holdings and Karl Peterson is the managing member of KPThree. As such, Karl Peterson may be deemed to have beneficial ownership of the Class A Ordinary Shares held directly by Unit Holdings. Each of Karl Peterson and KPThree disclaim any beneficial ownership of securities held by Unit Holdings other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit No. Description 99 Joint Filing Agreement. |