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KPET Ultra Paceline Corp-A 2026年季度报告

2026-05-13 美股财报 曾阿牛
报告封面

FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-43216 KPET Ultra Paceline Corporation(Exact name of registrant as specified in its charter) Not Applicable(Former name or former address, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of May 13, 2026, there were 23,000,000 Class A ordinary shares, par value $0.0001 per share, and 5,750,000 Class B ordinaryshares, par value $0.0001 per share, issued and outstanding. KPET ULTRA PACELINE CORPORATIONQuarterly Report on Form 10-Q Table of Contents Page No. PART I - FINANCIAL INFORMATION Item 1.Interim Financial Statements1Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 20251Condensed Statement of Operations for the Three Months Ended March 31, 2026 (Unaudited)2Condensed Statement of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2026(Unaudited)3Condensed Statement of Cash Flows for the Three Months Ended March 31, 2026 (Unaudited)4Notes to Condensed Financial Statements (Unaudited)5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations16Item 3.Quantitative and Qualitative Disclosures About Market Risk20Item 4.Controls and Procedures20PART II – OTHER INFORMATIONItem 1.Legal Proceedings21Item 1A.Risk Factors21Item 2.Unregistered Sales of Equity Securities and Use of Proceeds21Item 3.Defaults Upon Senior Securities21Item 4.Mine Safety Disclosures21Item 5.Other Information21Item 6.Exhibits22SIGNATURE23 PART I – FINANCIAL INFORMATION KPET ULTRA PACELINE CORPORATIONCONDENSED BALANCE SHEETS Commitments and Contingencies (Note7) Shareholders’ Deficit:Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued oroutstanding as ofMarch 31, 2026 and December 31, 2025——ClassA ordinary shares, $0.0001 par value; 300,000,000 shares authorized; no shares issued oroutstanding as of March 31, 2026 and December 31, 2025——ClassB ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 5,750,000 shares issuedand outstanding as of March 31, 2026 and December 31, 2025(1)575575Additional paid-in capital24,94724,425Accumulated deficit(103,434)(63,391)Total Shareholders’ Deficit(77,912)(38,391)Total Liabilities and Shareholders’ Deficit$2,648,851$361,830 (1)This number includes an aggregate of up to 750,000 ClassB ordinary shares subject to forfeiture by the Sponsor if the over-allotment option is not exercised in full or in part by the underwriter (Note6). On March 30, 2026, the Company issued anaggregate of 120,000 founder shares to its three independent directors, with each director receiving 40,000 shares, at a purchaseprice of $0.004 per share for an aggregate purchase price of $522. In connection with these issuances, the Sponsor surrendered tothe Company, for no consideration, an equal number of founder shares. On April 15, 2026, the underwriter exercised its over-allotment option in full and on April 20, 2026, the underwriter purchased an additional 3,000,000 units. As such, the 750,000Class B ordinary shares are no longer subject to forfeiture. The accompanying notes are an integral part of these condensed financial statements. KPET ULTRA PACELINE CORPORATIONCONDE