KPET Ultra Paceline Corp

As filed with the U.S. Securities and Exchange Commission on March 5, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact Name of Registrant as Specified in its Charter)

5109 S. Broadband Lane

Sioux Falls, SD 57108

605-308-0233

(Address, Including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Karl Peterson

Chief Executive Officer

5109 S. Broadband Lane

Sioux Falls, SD 57108

605-308-0233

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. No securities may be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated March 5, 2026PRELIMINARY PROSPECTUS

$200,000,000 KPET Ultra Paceline Corporation 20,000,000 Units

KPET Ultra Paceline Corporation is a blank check company newly incorporated as a Cayman Islands exempted company 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 business combination target. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region.

This is an initial public offering of our securities. Each unit has an offering price of $10.00 and 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. The warrants will become exercisable 30 days after the completion of our initial business combination, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. Subject to the terms and conditions described in this prospectus, we may redeem the warrants for cash once the warrants become exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We have also granted the underwriters a 45-day option to purchase up to an additional 3,000,000 units to cover overallotments, if any.

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price described herein, payable in cash, subject to the limitations described herein. We will have 24 months from the closing of this offering, with one three-month extension at the option of KPET Ultra Paceline LLC (which we refer to as our “sponsor” throughout this prospectus), to consummate an initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period (or 27-month period, as applicable), we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders of our public shares will be offered an opportunity to redeem their shares, regardless of whether they abstain, vote for, or against, such extension, at a per share 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 by the number of then issued and outstanding public shares, subject to applicable law. If we have not consummated an initial business combination within such 24-month period (or 27-month period, as applicable), or we do not otherwise seek shareholder approval to amend our amended and restated memorandum and articles of association to further extend the time to complete our business combination, 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 235,000 private placement units at a price of $10.00 per unit ($2,350,000 in the aggregate), in a private placement that will close simultaneously with the closing of this offering. We refer to these units throughout this prospectus as the private placement units. Each private placement unit consists of one Class A ordinary share (which we refer throughout this prospectus as the private placement shares) and one-sixth of one warrant (which we refer throughout this prospectus as the private placement warrants). Each private placement warrant is exercisable to purchase one whole Class A ordinary share at a price of $11.50 per share. The private placement warrants will become exercisable 30 days after the completion of our initial business combination, and will expire at 5:00 p.m., New York City

time, five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. None of the private placement warrants will be redeemable by us.

Our initial shareholders (our sponsor and our independent directors) own 5,750,000 Class B ordinary shares (up to 750,000 of which are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ overallotment option is exercised). We refer to these Class B ordinary shares as the founder shares throughout this prospectus. The Class B ordinary shares will automatically convert into Class A ordinary shares 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 on a one-for-one basis, subject to adjustment and forfeiture as provided herein.

Commencing on the date on which our securities are listed on the New York Stock Exchange (the “NYSE”), we will reimburse our sponsor or an affiliate thereof in an amount equal to $20,000 per month for office space, utilities and secretarial and administrative support made available to us. Upon consummation of this offering, we will repay up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses. Our sponsor, our officers and directors, or our or their respective affiliates may be reimbursed for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination. In addition, if the sponsor or any of its affiliates, or our officers and directors, make any working capital loans, up to $1,500,000 of such loans may be converted into private placement units, at a price of $10.00 per unit, at the option of the lender. See the sections titled “Summary — Our Sponsor” and “Proposed Business — Our Sponsor” for more information.

Currently, there is no public market for our units, Class A ordinary shares or warrants. We intend to apply to list our units on the NYSE under the symbol “KPET.U” on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. We expect that the Class A ordinary shares and warrants comprising the units will begin separate trading on the 52 nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Deutsche Bank Securities Inc. informs us of its decision to allow earlier separate trading, subject to certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on the NYSE under the symbols “KPET” and “KPET.WS”, respectively.

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements.

Investing in our securities involves a high degree of risk. See the section of this prospectus “Risk Factors” beginning on page 48.

Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands.

(1) Includes $0.0125 per unit on all units sold other than units sold per the underwriter’s overallotment option ($250,000 in the aggregate) that shall be paid upon the closing of this offering. There will be no incremental upfront underwriting discounts and commissions if the underwriter’s overallotment option is exercised. Also, includes $0.55 per unit on all units sold (up to $11,000,000 in the aggregate or up to $12,650,000 in the aggregate if the underwriter’s overallotment option is exercised in full) for deferred underwriting commissions to be deposited into a trust account located in the United States and released to the underwriter for its own account only upon the completion of an initial business combination. See the section of this prospectus entitled “Underwriting” for a description of compensation payable to the underwriters.

Of the proceeds we receive from this offering and the sale of the private placement units described in this prospectus, $200.0 million, or $230.0 million if the underwriters’ overallotment option is exercised in full ($10.00 per unit in either case), will be placed into a U.S.-based trust account at Deutsche Bank Securities Inc., with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest or other income earned on the funds held in the trust account that may be released to us to fund our working capital requirements, subject to an annual limit of $500,000 of the interest earned on the funds held in the trust account, or to pay our franchise and income taxes, if any (such amounts in the aggregate, “permitted withdrawals”), our amended and restated memorandum and articles of association, as discussed herein and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement units held in the trust account will not be released from the trust account (i) to us, until the completion of our initial business combination, or (ii) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months (or 27 months if our sponsor exercises its three-month extension option) from the closing of this offering or if our board of directors approves an earlier liquidation, and (c) the redemption of our public shares if we have not consummated our initial business combination within 24 months (or 27 months if our sponsor exercises its three-month extension option) from the closing of this offering or if our board of directors approves an earlier liquidation, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.

Because our initial shareholders acquired the founder shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering. Further, the Class A ordinary shares issuable in connection with the conversion of the founder shares may result in additional material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. Issuances or deemed issuances of Class A ordinary shares or equity-linked securities (as described herein) 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. If we raise additional funds through equity or convertible debt issuances, our public shareholders may also suffer significant dilution. This dilution would increase to the extent that the anti-dilution provision of the founder shares results in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination. Additionally, the private placement units (including the underlying private placement warrants, private placement shares and Class A ordinary shares issuable upon exercise of the private placement warrants) to be issued to the sponsor and its affiliates in a private placement that will close simultaneously with the closing of this offering and that may be issued upon conversion of working capital loans may result in a material dilution of our public shareholders’ equity interests. See the sections 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”, “— Unlike some other similarly structured blank check companies, our initial shareholders will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination”, “Risks Relating to our Sponsor and Management Team — Our sponsor paid an aggregate of $25,000, or approximately $0.004 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class A ordinary shares to the benefit of our sponsor and certain of our directors and officers”, “General Risk Factors — We may issue additional ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination or earlier at the option of the holder as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks” and “Dilution.”

The following table illustrates the difference between the public offering price and our net tangible book value (NTBV), as adjusted to give effect to this offering and to redemptions of our public shares at varying levels, assuming the full exercise and no exercise of the overallotment option. See the section titled “Dilution” for more information.

Our sponsor group (as defined below) 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. Further, each of 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. Additionally, 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. See the sections titled “Summary — Our Acquisition Process”, “— The Offering — Conflicts of Interest”, “Risk Factors — Risks Relating to our Sponsor and Management Team — Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous”,

“— Our officers and directors may allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination”, “— Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests”, “Proposed Business — Our Acquisition Process”, “Management — Conflicts of Interest” and “Certain Relationships and Related Party Transactions”.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2026.

Sole Book-Running Manager:

Deutsche Bank Securities

Prospectus dated , 2026.