KPET 10-K & 10-Q changes, risk factors and insider trading

We are a blank check company incorporated as a Cayman Islands exempted company and formed on September 29, 2025 for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). Our Sponsor is KPET Ultra Paceline LLC, a Cayman Islands limited liability company. We may pursue an initial businessBusiness combinationCombination target in any business or industry. We intend to effectuate our initial Business Combination using cash derived from the proceeds of our Initial Public OfferingOffering, including the full exercise of the over-allotment option and the sale of the Private Placement Units, our shares, debt or a combination of cash, shares and debt.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from September 29, 2025 (inception) through MarchJune 31,30, 2026, were organizational activities andactivities, those necessary to prepare for the Initial Public Offering, describedand, below.after our Initial Public Offering, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. Subsequent to the Initial Public Offering, we expect toWe generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We expect that we will incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses on prospective businessBusiness combinationCombination targets.

For the three months ended March 31,June 30, 2026, we had a net lossincome of $40,043,$1,619,436, which consisted of change in fair value of over-allotment option liability of $57,000 and interest earned on investments held in the Trust Account of $1,957,551, offset by formation, general and administrative expenses.costs of $395,115.

Subsequent to the quarterly period covered by this Quarterly Report, onOn April 1, 2026, we consummated the Initial Public Offering of 20,000,000 Units at $10.00 per Unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 235,000 Private Placement Units at a price of $10.00 per Private Placement Unit, or $2,350,000 in the aggregate, to the Unit Holder Sponsor, in a private placement. On April 20, 2026, we consummated the sale of an additional 3,000,000 Unitsunits sold pursuant to the underwriter’s over-allotment option, generating gross proceeds of $30,000,000. Each Private Placement Unit consists of one Private Placement Share and one-sixth of one Private Placement Warrant.

For the threesix months ended MarchJune 31,30, 2026, net cash used in operating activities was $130,425.$379,867. Net lossincome of $40,043$1,579,393 was affected by the change in fair value of over-allotment option liability of $57,000, interest earned on investments held in the Trust Account of $1,957,551 and changes in operating assets and liabilities provided $55,291 of $90,382.cash for operating activities. For the threesix months ended MarchJune 31,30, 2026, net cash used in investing activities was $250,000$229,875,000 which consisted of investment of cash in Trust Account.Account of $230,000,000, offset by cash withdrawn from Trust Account for working capital purposes of $125,000. For the threesix months ended MarchJune 31,30, 2026, net cash provided by financing activities was $2,139,536 $231,626,812 which consisted of proceeds from the sale of Private Placement Units received in advance from the Unit Holder Sponsor of $2,350,000, proceeds from promissory note – related party of $146,314, proceeds from issuance of founder shares to independent directors of $522, partially proceeds from sale of Units, net of underwriting discounts paid of $229,750,000, proceeds from the sale of Private Placement Units of $2,350,000, proceeds from promissory note – related party of $146,314, offset by repayment of promissory note – related party of $300,000 and payment of offering costs of $57,300.$320,024.

As of June 30, 2026, we had marketable securities held in the Trust Account of $231,832,551 (including approximately $1,832,551 of interest income, net of $125,000 withdrawn for working capital purposes). We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable and deferred underwriting discounts and commissions), to complete our Business Combination. We may withdraw interest income (if any) or other income earned on the funds held in the trust account 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”). To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of June 30, 2026, we had cash of $1,371,945. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate in transactions that create relationships with entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

The holders of the Founderfounder Shares, shares, Private Placement Units and Warrantswarrants that may be issued upon conversion of working capital loans, if any, and any Class A ordinary shares issuable upon the exercise of the Private Placement Units and Warrantswarrants that may be issued upon conversion of Workingworking Capitalcapital Loansloans and upon conversion of the Founderfounder Sharesshares are entitled to registration rights pursuant to a registration rights agreement, dated March 30, 2026 (the “Registration Rights Agreement”).2026. These holders are entitled to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.

The underwriter was entitled to an underwriting discount of $0.0125 per Unit (other than the units sold pursuant to the Underwriter’s over-allotment option), or $250,000 in the aggregate, which was paid at the closing of the Initial Public Offering. In addition, $0.55 per Unit sold in the Initial Public Offering,Offering and full exercise of the underwriter’s over-allotment option, or $12,650,000 in the aggregate, is payable to the underwriter upon the consummation of the initial Business Combination for deferred underwriting commissions.

The preparation of the unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of MarchJune 31,30, 2026, we did not have any critical accounting estimates to be disclosed.