Statistiche di base
| CIK | 1853138 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Ares Acquisition Corporation II
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| May 29, 2026 |
Calculation of Filing Fee Tables S-1 Kodiak AI, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Eff |
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| May 29, 2026 |
As filed with the Securities and Exchange Commission on May 29, 2026 Table of Contents As filed with the Securities and Exchange Commission on May 29, 2026 Registration No. |
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| May 8, 2026 |
424B3 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated March 16, 2026) Filed Pursuant to Rule 424(b)(3) Registration No. 333-290832 Kodiak AI, Inc. This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated March 16, 2026 (as supplemented from time to time, the “Prospectus”) filed by Kodiak AI, Inc. (the “Company”) with the information cont |
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| May 8, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x 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 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 7, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 7, 2026 Kodiak AI, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41691 98-1592112 (State or other jurisdiction of incorporation or organization) (Commis |
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| May 7, 2026 |
FORM OF WARRANT TO PURCHASE COMMON STOCK Exhibit 4.1 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN |
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| May 7, 2026 |
Kodiak AI Reports First Quarter 2026 Results; Announces $100 Million PIPE Financing Kodiak AI Reports First Quarter 2026 Results; Announces $100 Million PIPE Financing •Kodiak Driver deployed in eight additional fully-driverless trucks, for a total of 28 Customer-Owned Driverless Vehicles at the end of Q1 •Kodiak Driver-powered trucks accumulated more than 23,500 hours of Cumulative Hours of Paid Driverless Operations, representing a 120% increase over the end of Q4 2025 MOUNTAIN VIEW, Calif. |
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| May 7, 2026 |
424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-290832 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated March 16, 2026) Kodiak AI, Inc. This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated March 16, 2026 (as supplemented from time to time, the “Prospectus”) filed by Kodiak AI, Inc. (the “Company”) with the information cont |
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| May 7, 2026 |
FORM OF SUBSCRIPTION AGREEMENT Exhibit 10.1 FORM OF SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Subscription Agreement”) is being entered into as of May 7, 2026, by and between Kodiak AI, Inc., a Delaware corporation (the “Company”) and the undersigned subscriber (the “Investor”). The purchase and sale of Securities (as defined below) pursuant to this Subscription Agreement are referred to in this Subscription Agr |
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| April 24, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary proxy statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive proxy state |
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| April 24, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41691 Kodiak AI, Inc. |
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| April 24, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary proxy statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive proxy state |
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| March 17, 2026 |
184,793,176 Shares of Common Stock 14,300,000 Warrants to Purchase Shares of Common Stock 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-290832 184,793,176 Shares of Common Stock 14,300,000 Warrants to Purchase Shares of Common Stock This prospectus relates to the issuance by us, and the resale by the selling securityholders identified in this prospectus (the “Selling Securityholders”), of (i) up to 46,289,055 shares of our Common Stock, par value $0.0001 |
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| March 12, 2026 |
Table 1: Newly Registered Securities Calculation of Filing Fee Tables S-8 Kodiak AI, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, $0.0001 par value per share, reserved for issuance under the Kodiak AI, Inc. 2025 Equity Incentive Plan |
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| March 12, 2026 |
As filed with the Securities and Exchange Commission on March 11, 2026 Registration No. |
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| March 12, 2026 |
As filed with the Securities and Exchange Commission on March 11, 2026 S-8 As filed with the Securities and Exchange Commission on March 11, 2026 Registration No. |
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| March 11, 2026 |
THIRD AMENDMENT TO SECOND LIEN LOAN AND SECURITY AGREEMENT Exhibit 10.20 THIRD AMENDMENT TO SECOND LIEN LOAN AND SECURITY AGREEMENT This THIRD AMENDMENT TO SECOND LIEN LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of March 2, 2026, is entered into by and among KODIAK ROBOTICS, INC., a Delaware corporation (“Borrower”), the lenders party hereto (“Lenders”), which constitute the Required Lenders, and ARES AGENT SERVICES, L.P., a Delaware limited |
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| March 11, 2026 |
KODIAK AI, INC. INSIDER TRADING POLICY (Adopted on September 24, 2025) Exhibit 19.1 KODIAK AI, INC. INSIDER TRADING POLICY (Adopted on September 24, 2025) A. POLICY OVERVIEW Kodiak AI, Inc. (together with any subsidiaries, collectively the “Company”) has adopted this Insider Trading Policy (the “Policy”) to help you comply with the federal and state securities laws and regulations that govern trading in securities and to help the Company minimize its own legal and re |
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| March 11, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-416 |
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| March 11, 2026 |
KODIAK ROBOTICS, INC. Offer Letter August 18, 2025 Exhibit 10.10 1049 Terra Bella Ave Mountain View, CA 94043 KODIAK ROBOTICS, INC. Offer Letter August 18, 2025 Mr. Surajit Datta via email Dear Surajit: On behalf of Kodiak Robotics, Inc. (the “Company”), I am pleased to offer you employment as the Company’s Chief Financial Officer, subject to the terms and conditions set forth in this letter agreement (the “Agreement”). As you may be aware, on Apr |
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| March 11, 2026 |
Exhibit 4.7 DESCRIPTION OF CAPITAL STOCK The following description of the capital stock of Kodiak AI, Inc. (“us,” “our,” “we,” “Kodiak,” or the “Company”) is a summary of the rights of our common stock and our preferred stock, as specified in our certificate of incorporation (“Certificate of Incorporation”), the Certificate of Designation of Preferences, Rights and Limitations of 9.99% Series A Cu |
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| March 10, 2026 |
Kodiak AI Announces Fourth Quarter and Full Year 2025 Results Kodiak AI Announces Fourth Quarter and Full Year 2025 Results •The Kodiak Driver is now deployed in 20 fully driverless trucks, a 100% increase over Q3. |
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| March 10, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 10, 2026 Kodiak AI, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41691 98-1592112 (State or other jurisdiction of incorporation or organization) (Com |
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| January 2, 2026 |
424B3 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated November 21, 2025) Filed Pursuant to Rule 424(b)(3) Registration No. 333-290832 Kodiak AI, Inc. This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November 21, 2025 (the “Prospectus”) filed by Kodiak AI, Inc. (the “Company”) with the information contained in the Company’s Curren |
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| December 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 31, 2025 Kodiak AI, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41691 98-1592112 (State or other jurisdiction of incorporation or organization) ( |
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| December 31, 2025 |
Exhibit 10.1 VENTURE LOAN AND SECURITY AGREEMENT Dated as of December 31, 2025 by and among HORIZON TECHNOLOGY FINANCE CORPORATION, a Delaware corporation 312 Farmington Avenue Farmington, CT 06032 as a Lender and Collateral Agent and KODIAK ROBOTICS, INC., a Delaware corporation. 1049 Terra Bella Avenue Mountain View, CA 94043 as a Co-Borrower and KODIAK AI, INC., a Delaware corporation 1049 Terr |
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| December 1, 2025 |
Table 1: Newly Registered Securities Calculation of Filing Fee Tables S-8 Kodiak AI, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common stock, par value $0.0001 per share, pursuant to the 2025 Employ Stock Purchase Plan Other 5,639,000 $ 6.01 $ 3 |
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| December 1, 2025 |
As filed with the Securities and Exchange Commission on December 1, 2025 S-8 As filed with the Securities and Exchange Commission on December 1, 2025 Registration No. |
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| November 21, 2025 |
184,793,176 Shares of Common Stock 14,300,000 Warrants to Purchase Shares of Common Stock 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) File No. 333-290832 184,793,176 Shares of Common Stock 14,300,000 Warrants to Purchase Shares of Common Stock This prospectus relates to the issuance by us, and the resale by the selling securityholders identified in this prospectus (the “Selling Securityholders”), of (i) up to 46,289,055 shares of our Common Stock, par value $0.0001 per sha |
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| November 21, 2025 |
As filed with the Securities and Exchange Commission on November 21, 2025 POS AM As filed with the Securities and Exchange Commission on November 21, 2025 Registration No. |
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| November 19, 2025 |
Kodiak AI, Inc. 1049 Terra Bella Avenue Mountain View, CA 94043 November 19, 2025 CORRESP Kodiak AI, Inc. 1049 Terra Bella Avenue Mountain View, CA 94043 November 19, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Kodiak AI, Inc. Registration Statement on Form S-1 (the “Registration Statement”) File No. 333-290832 Ladies and Gentlemen: Pursuant to Rule 461 under the Securi |
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| November 13, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below and not otherwise defined in this Exhibit 99.1 have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 30, 2025, as amended by its Amendment No. 1 on Form 8-K/A filed with th |
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| November 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 24, 2025 Kodiak AI, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41691 98-1592112 (State or other jurisdiction of incorporation |
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| November 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 13, 2025 |
Table of Contents As filed with the Securities and Exchange Commission on November 13, 2025 Registration No. |
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| November 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 12, 2025 Kodiak AI, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41691 98-1592112 (State or other jurisdiction of incorporation or organization) ( |
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| November 12, 2025 |
Kodiak AI Announces Third Quarter 2025 Results Kodiak AI Announces Third Quarter 2025 Results •The Kodiak Driver is now deployed in 10 fully driverless trucks, representing a 100% increase over Q2 •Kodiak Driver-powered trucks accumulated a total of over 5,200 Cumulative Hours of Paid Driverless Operations through Q3, representing a 166% increase from the end of Q2 •Kodiak successfully closed its business combination with Ares Acquisition Corporation II and began trading on Nasdaq under the ticker symbol “KDK” in September 2025 MOUNTAIN VIEW, Calif. |
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| October 21, 2025 |
EX-99.1 Exhibit 99.1 1049 Terra Bella Avenue Mountain View, California 94043 Phone: (650) 209-8005 www.kodiak.ai October 21, 2025 Continental Stock Transfer & Trust Company 1 State Street, 30th Floor New York, New York 10004 Re: Kodiak AI, Inc. (f/k/a Ares Acquisition Corporation II, the “Company”) Adjustments to Public Warrants (CUSIP No. 500081 112) and Private Placement Warrants (CUSIP No. 5000 |
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| October 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 20, 2025 Kodiak AI, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41691 98-1592112 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| October 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 24, 2025 Kodiak AI, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41691 98-1592112 (State or other jurisdiction of incorporation |
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| October 10, 2025 |
As filed with the Securities and Exchange Commission on October 10, 2025 Registration No. |
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| October 10, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below and not otherwise defined in this Exhibit 99.1 have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 30, 2025, as amended by its Amendment No. 1 on Form 8-K/A filed with th |
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| October 10, 2025 |
LIST OF SUBSIDIARIES Entity Jurisdiction Kodiak Robotics, Inc. Delaware EX-21.1 Exhibit 21.1 LIST OF SUBSIDIARIES Entity Jurisdiction Kodiak Robotics, Inc. Delaware |
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| October 10, 2025 |
Calculation of Filing Fee Tables S-1 Kodiak AI, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Eff |
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| September 30, 2025 |
EX-3.1 Exhibit 3.1 KODIAK AI, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF 9.99% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151(g) OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Don Burnette, does hereby certify that: 1. He is the Chief Executive Officer of Kodiak AI, Inc., a Delaware corporation (the “Corporation”). 2. The Corporatio |
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| September 30, 2025 |
KODIAK ROBOTICS, INC. 2018 EQUITY INCENTIVE PLAN (as amended May 2, 2025) EX-10.21 Exhibit 10.21 KODIAK ROBOTICS, INC. 2018 EQUITY INCENTIVE PLAN (as amended May 2, 2025) 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company’s business. The Plan permits t |
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| September 30, 2025 |
THIRD AMENDMENT TO VENTURE LOAN AND SECURITY AGREEMENT EX-10.25 Exhibit 10.25 THIRD AMENDMENT TO VENTURE LOAN AND SECURITY AGREEMENT This THIRD AMENDMENT TO VENTURE LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of September 24, 2025 (the “Third Amendment Effective Date”), is entered into by and among KODIAK ROBOTICS, INC., a Delaware corporation (“Borrower”), HORIZON TECHNOLOGY FINANCE CORPORATION (“Horizon”), as collateral agent (“Collater |
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| September 30, 2025 |
KODIAK AI, INC. OUTSIDE DIRECTOR COMPENSATION POLICY EX-10.20 Exhibit 10.20 KODIAK AI, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Kodiak AI, Inc. (the “Company”) believes that the granting of equity and cash compensation to members of the Company’s Board of Directors (the “Board,” and members of the Board, “Directors”) who are not employees represents an effective tool to attract, retain and reward such Directors. This Outside Director Compensation P |
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| September 30, 2025 |
KODIAK AI, INC. COMPENSATION RECOVERY POLICY As adopted on September 24, 2025 EX-10.19 Exhibit 10.19 KODIAK AI, INC. COMPENSATION RECOVERY POLICY As adopted on September 24, 2025 Kodiak AI, Inc. (the “Company”) is committed to strong corporate governance. As part of this commitment, the Company’s Board of Directors (the “Board”) has adopted this clawback policy called the Compensation Recovery Policy (the “Policy”). The Policy is intended to further the Company’s pay-for-pe |
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| September 30, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below and not otherwise defined in this Exhibit 99.1 have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K (the “Form 8-K”) filed with the Securities and Exchange Commission (the “SEC”) on September 30, 20225. Unless the context otherwise requires, the “Company” ref |
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| September 30, 2025 |
Kodiak AI, Inc. Change in Control and Severance Policy EX-10.17 Exhibit 10.17 Kodiak AI, Inc. Change in Control and Severance Policy This Change in Control and Severance Policy (the “Policy”) is designed to provide certain protections to a select group of key employees of Kodiak AI, Inc. (“Kodiak AI” or the “Company”) or any of its subsidiaries in connection with a change in control of Kodiak AI or in connection with the involuntary termination of the |
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| September 30, 2025 |
EX-16.1 Exhibit 16.1 September 30, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read Item 4.01 of Form 8-K dated September 30, 2025 of Kodiak Robotics Inc. and are in agreement with the statements contained in the second sentence in the first paragraph and the second and third paragraphs therein. We have no basis to agree or disagree with o |
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| September 30, 2025 |
KODIAK AI, INC. EXECUTIVE INCENTIVE COMPENSATION PLAN EX-10.18 Exhibit 10.18 KODIAK AI, INC. EXECUTIVE INCENTIVE COMPENSATION PLAN 1. Purposes of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating Employees to (a) perform to the best of their abilities and (b) achieve the Company’s objectives. 2. Definitions. 2.1 “Actual Award” means as to any Performance Period, the actual award (if any) payable |
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| September 30, 2025 |
KODIAK AI, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK EX-4.4 Exhibit 4.4 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [•] KODIAK AI, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF KODIAK AI, INC. (THE “CORPORATION”) transferable on the books of the Corporation in person |
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| September 30, 2025 |
EX-10.9 Exhibit 10.9 BOARD OBSERVER AGREEMENT This Board Observer Agreement (this “Agreement”), dated as of September 24, 2025, is made and entered into by and between Kodiak AI, Inc., a Delaware corporation (and successor-in-interest to Ares Acquisition Corporation II, a Cayman Islands exempt company, by way of domestication) (the “Purchaser”), and Ares Acquisition Holdings II LP, a Cayman Island |
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| September 30, 2025 |
BYLAWS OF KODIAK AI, INC. (initially adopted on September 23, 2025) EX-3.3 Exhibit 3.3 BYLAWS OF KODIAK AI, INC. (initially adopted on September 23, 2025) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOTICE OF STOCKHOLDERS’ MEETINGS 9 2.6 QUORUM 9 2.7 ADJOURNED MEETING; |
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| September 30, 2025 |
CERTIFICATE OF INCORPORATION OF KODIAK AI, INC. ARTICLE I EX-3.2 Exhibit 3.2 CERTIFICATE OF INCORPORATION OF KODIAK AI, INC. ARTICLE I The name of the corporation is Kodiak AI, Inc. (the “Company”). ARTICLE II The address of the Company’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE III The natur |
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| September 30, 2025 |
EX-16.2 Exhibit 16.2 September 30, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Kodiak AI, Inc. (formerly known as Ares Acquisition Corporation II) under Item 4.01 of its Form 8-K dated September 30, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disa |
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| September 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 24, 2025 Kodiak AI, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41691 98-1592112 (State or other jurisdiction of incorporation) (Commission File Num |
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| September 30, 2025 |
KODIAK AI, INC. 2025 EMPLOYEE STOCK PURCHASE PLAN EX-10.16 Exhibit 10.16 KODIAK AI, INC. 2025 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of this Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for this Plan to have two components: a component that is intended to qualify as an “employee stock purchase plan” under C |
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| September 30, 2025 |
KODIAK AI, INC. 2025 EQUITY INCENTIVE PLAN EX-10.15 Exhibit 10.15 KODIAK AI, INC. 2025 EQUITY INCENTIVE PLAN 1. Purposes of this Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company’s business. The Plan permits the grant of Incentive Stock Op |
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| September 30, 2025 |
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT EX-10.8 Exhibit 10.8 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 24, 2025 (the “Effective Date”), is made and entered into by and among Kodiak AI, Inc., a Delaware corporation (formerly known as Ares Acquisition Corporation II, a Cayman Islands exempted company, prior to the Domestication (as d |
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| September 24, 2025 |
X0708 D LIVE 0001853138 Ares Acquisition Corp II 245 Park Avenue 44th Floor New York NY NEW YORK 10167 (310) 201-4100 CAYMAN ISLANDS None None Other Cayman Islands Exempted Company true 2021 Allyson Satin 245 Park Avenue 44th Floor New York NY NEW YORK 10167 Executive Officer Promoter David B. |
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| September 24, 2025 |
The Nasdaq Stock Market LLC, 1100 New York Ave. NW, Suite 310E, Washington, DC 20005 Joseph Cusick Vice President Head of Market Surveillance September 24, 2025 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance: This is to certify that on September 24, 2025, The Nasdaq Stock Market (the "Exchange") rece |
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| September 24, 2025 |
8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 KODIAK AI, INC. (Exact name of registrant as specified in its charter) Delaware 98-1592112 (State of incorporation or organization) (I.R.S. Employer Identification No.) 1049 Terra Bella Aven |
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| September 24, 2025 |
25 OMB APPROVAL OMB Number: 3235-0080 Expires: May 31, 2027 Estimated average burden hours per response 1. |
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| September 23, 2025 |
EX-99.1 Exhibit 99.1 Kodiak and Ares Acquisition Corporation II Have Raised Over $275 Million to Support Proposed Business Combination Following Redemptions Institutional Investors Have Funded or Committed Over $212 Million in Financing in Total Over $62 million to Remain in Trust Account Following Redemptions Extraordinary General Meeting of Shareholders Postponed to 2:00 p.m. September 23, 2025 |
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| September 23, 2025 |
EX-4.1 Exhibit 4.1 Exhibit B Form of Warrant Certificate [FACE] Warrant THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD SET FORTH BELOW ARES ACQUISITION CORPORATION II Incorporated Under the Laws of the Cayman Islands Warrant Certificate Reference is made to (i) the Non-Redemption Agreement (as may be amended, supplemented or otherwise modified from time |
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| September 23, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 22, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of i |
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| September 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 22, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorpora |
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| September 23, 2025 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 23, 2025 Ares Acquisition Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incor |
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| September 23, 2025 |
FORM OF NON-REDEMPTION AGREEMENT EX-10.1 Exhibit 10.1 FORM OF NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of September [•], 2025, is made by and among Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and the undersigned investor (the “Investor”). WHEREAS, the Company is a special purpose acquisition company whose Class A ordinary shares (“Ordinary Shares”) |
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| September 23, 2025 |
Filed by Ares Acquisition Corporation II pursuant to Rule 425 425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| September 23, 2025 |
FORM OF NON-REDEMPTION AGREEMENT EX-10.2 Exhibit 10.2 FORM OF NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of September [•], 2025, is made by and among Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), the undersigned investor (the “Investor”) and Kodiak Robotics Inc., a Delaware corporation (“Legacy Kodiak”). WHEREAS, the Company is a special purpose acquis |
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| September 23, 2025 |
424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333- 287278 PROXY STATEMENT/PROSPECTUS SUPPLEMENT NO. 2 (to Proxy Statement/Prospectus dated August 29, 2025) PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF ARES ACQUISITION CORPORATION II (A CAYMAN ISLANDS EXEMPTED COMPANY) AND PROSPECTUS FOR 320,650,493 SHARES OF COMMON STOCK AND 39,300,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK |
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| September 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 23, 2025 Ares Acquisition Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorpora |
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| September 23, 2025 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 22, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incor |
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| September 18, 2025 |
Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the 425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| September 15, 2025 |
424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333- 287278 PROXY STATEMENT/PROSPECTUS SUPPLEMENT NO. 1 (to Proxy Statement/Prospectus dated August 29, 2025) PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF ARES ACQUISITION CORPORATION II (A CAYMAN ISLANDS EXEMPTED COMPANY) AND PROSPECTUS FOR 320,650,493 SHARES OF COMMON STOCK AND 39,300,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK |
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| September 15, 2025 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 15, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incor |
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| September 15, 2025 |
EX-99.1 Exhibit 99.1 Kodiak and Ares Acquisition Corporation II Announce $145 Million Investment to Support Proposed Business Combination Institutional Investors Have Funded or Committed Over $220 Million in Financing in Total Extraordinary General Meeting of Shareholders Remains Scheduled for September 23, 2025 MOUNTAIN VIEW, Calif. and NEW YORK (September 15, 2025) — Kodiak Robotics, Inc. (“Kodi |
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| September 15, 2025 |
EX-10.2 Exhibit 10.2 This acknowledgment and agreement (this “Acknowledgment and Agreement”) is made as of September 15, 2025 by and among Ares Agent Services, L.P., a Delaware limited partnership (“Ares Agent”), AAC II Holdings II LP (“AAC II”) and Kodiak Robotics, Inc. (“Borrower” and, together with Ares Agent and AAC II, the “Parties”). Reference is made to that certain Second Lien Loan and Sec |
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| September 15, 2025 |
FORM OF SUBSCRIPTION AGREEMENT EX-10.1 Exhibit 10.1 Final FORM OF SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page to this Subscription Agreement, by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (“SPAC”) and [•] (the “Investor”). The Subscription Agreement is entered into in connection with th |
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| September 15, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 15, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of i |
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| September 15, 2025 |
EX-4.1 Exhibit 4.1 Form of Warrant Certificate [FACE] Warrant THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD SET FORTH BELOW ARES ACQUISITION CORPORATION II Incorporated Under the Laws of the Cayman Islands Warrant Certificate Reference is made to (i) the Amended and Restated Subscription Agreement (as may be amended, supplemented or otherwise modified f |
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| September 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 15, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorpora |
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| September 15, 2025 |
EX-3.1 Exhibit 3.1 KODIAK AI, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF 9.99% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151(g) OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Don Burnette, does hereby certify that: 1. He is the Chief Executive Officer of Kodiak AI, Inc., a Delaware corporation (the “Corporation”). 2. The Corporatio |
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| September 12, 2025 |
425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| September 11, 2025 |
Filed by Ares Acquisition Corporation II pursuant to Rule 425 425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| September 10, 2025 |
Filed by Ares Acquisition Corporation II pursuant to Rule 425 425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| September 10, 2025 |
425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| September 3, 2025 |
Filed by Ares Acquisition Corporation II pursuant to Rule 425 425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| September 3, 2025 |
Filed by Ares Acquisition Corporation II pursuant to Rule 425 425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| September 2, 2025 |
Filed by Ares Acquisition Corporation II pursuant to Rule 425 425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| September 2, 2025 |
425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| August 29, 2025 |
424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No.: 333-287278 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF ARES ACQUISITION CORPORATION II (A CAYMAN ISLANDS EXEMPTED COMPANY) AND PROSPECTUS FOR 320,650,493 SHARES OF COMMON STOCK AND 39,300,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF ARES ACQUISITION CORPORATION II (TO BE RENAMED “KODIAK AI, INC.” FOLLOWING DO |
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| August 29, 2025 |
X0101 EFFECT 33 LIVE 2025-08-29 16:00:00 S-4 0001853138 Ares Acquisition Corp II 333-287278 0001747286 Kodiak Robotics, Inc. 333-287278-01 |
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| August 26, 2025 |
425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| August 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporatio |
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| August 25, 2025 |
PLAIN ENGLISH WARRANT AGREEMENT EX-4.6 Exhibit 4.6 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the “1933 ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YOU THAT SUC |
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| August 25, 2025 |
EX-99.1 Exhibit 99.1 AUGUST 25, 2025 Disclaimer Kodiak Robotics, Inc. (“Kodiak” or the “Company”) and Ares Acquisition Corporation II (“AACT”) are providing words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” this presentation and the accompanying oral remarks (collectively, the “Presentation”) to assist interested “plan,” “potential,” “pr |
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| August 25, 2025 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorpor |
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| August 25, 2025 |
EX-99.2 Exhibit 99.2 August 25, 2025 Special Committee of the Board of Directors of Ares Acquisition Corporation II 245 Park Avenue, 44th Floor New York, NY 10167 Re: Registration Statement on Form S-4 of Ares Acquisition Corporation II and Kodiak Robotics, Inc. (the “Registration Statement”) Members of the Special Committee: Reference is made to our opinion letter, dated April 13, 2025 (the “Opi |
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| August 25, 2025 |
425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| August 25, 2025 |
Table of Contents As filed with the United States Securities and Exchange Commission on August 25 , 2025 Registration No. |
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| August 25, 2025 |
SECOND AMENDMENT TO SECOND LIEN LOAN AND SECURITY AGREEMENT EX-10.28 Exhibit 10.28 SECOND AMENDMENT TO SECOND LIEN LOAN AND SECURITY AGREEMENT This SECOND AMENDMENT TO SECOND LIEN LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of August 25, 2025, is entered into by and among KODIAK ROBOTICS, INC., a Delaware corporation (“Borrower”), the lenders party hereto (“Lenders”), which constitute the Required Lenders, the 2025-2 Delayed Draw Term Loan Len |
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| August 15, 2025 |
FIRST AMENDMENT TO SECOND LIEN LOAN AND SECURITY AGREEMENT EX-10.27 Exhibit 10.27 FIRST AMENDMENT TO SECOND LIEN LOAN AND SECURITY AGREEMENT This FIRST AMENDMENT TO SECOND LIEN LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of July 18, 2025, is entered into by and among KODIAK ROBOTICS, INC., a Delaware corporation (“Borrower”), the lenders party hereto constituting Required Lenders (“Lenders”) and ARES AGENT SERVICES, L.P., a Delaware limited p |
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| August 15, 2025 |
FORM OF BOARD OBSERVER AGREEMENT EX-10.34 Exhibit 10.34 FORM OF BOARD OBSERVER AGREEMENT This Board Observer Agreement (this “Agreement”), dated as of [•], 2025, is made and entered into by and between Ares Acquisition Corporation II, a Cayman Islands exempt company (which shall domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), and Ares Acquisition Holdings II LP, a Cayman Islands exempted limited par |
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| August 15, 2025 |
KODIAK AI, INC. INDEMNIFICATION AGREEMENT EX-10.10 Exhibit 10.10 KODIAK AI, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is dated as of , and is between Kodiak AI, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS A. Indemnitee’s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as directors, observers or officers of corporations or |
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| August 15, 2025 |
Table of Contents As filed with the United States Securities and Exchange Commission on August 15, 2025 Registration No. |
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| August 15, 2025 |
EX-99.2 Exhibit 99.2 August 15, 2025 Special Committee of the Board of Directors of Ares Acquisition Corporation II 245 Park Avenue, 44th Floor New York, NY 10167 Re: Registration Statement on Form S-4 of Ares Acquisition Corporation II and Kodiak Robotics, Inc. (the “Registration Statement”) Members of the Special Committee: Reference is made to our opinion letter, dated April 13, 2025 (the “Opin |
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| August 15, 2025 |
EX-10.35 Exhibit 10.35 LETTER AGREEMENT This Letter Agreement (the “Agreement”) is made and entered into on August 15, 2025 (the “Execution Date”), by and among Kodiak Robotics, Inc., a Delaware corporation (“Kodiak”), Ares Acquisition Corporation II, a Cayman Islands exempted company (“AACT”), Ares Acquisition Holdings II LP, a Cayman Islands exempted limited partnership (“Sponsor”), and AAC II C |
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| August 12, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41691 ARES AC |
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| August 12, 2025 |
425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| August 8, 2025 |
425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| August 6, 2025 |
425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| July 28, 2025 |
EX-99.1 Exhibit 99.1 JULY 28, 2025 Disclaimer Kodiak Robotics, Inc. (“Kodiak” or the “Company”) and Ares Acquisition Corporation II (“AACT”) are providing words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” this presentation and the accompanying oral remarks (collectively, the “Presentation”) to assist interested “plan,” “potential,” “proj |
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| July 28, 2025 |
Form of Kodiak AI, Inc. Executive Incentive Compensation Plan. EX-10.4 Exhibit 10.4 KODIAK AI, INC. EXECUTIVE INCENTIVE COMPENSATION PLAN 1. Purposes of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating Employees to (a) perform to the best of their abilities and (b) achieve the Company’s objectives. 2. Definitions. 2.1 “Actual Award” means as to any Performance Period, the actual award (if any) payable t |
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| July 28, 2025 |
Form of Preliminary Proxy Card. EX-99.1 Exhibit 99.1 PRELIMINARY PROXY CARD — SUBJECT TO COMPLETION YOUR VOTE IS IMPORTANT. PLEASE AUTHORIZE YOUR PROXY TODAY. Authorize your proxy by Internet — Quick ★★★ EASY IMMEDIATE—24 Hours a Day, 7 Days a Week or by Mail ARES ACQUISITION CORPORATION II Your Internet authorization authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your p |
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| July 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation) |
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| July 28, 2025 |
EX-10.8 Exhibit 10.8 1049 Terra Bella Ave Mountain View, CA 94043 Kodiak.ai KODIAK ROBOTICS, INC. Confirmatory Employment Letter July 1, 2025 Michael W. Wiesinger 928 Wright Ave, Apt 301 Mountain View, CA 94043 Dear Michael: This letter agreement (the “Agreement”) is entered into between Kodiak Robotics, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the later of the Closi |
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| July 28, 2025 |
EX-24.2 Exhibit 24.2 POWER OF ATTORNEY KNOW ALL BY THESE PRESENT, that the undersigned constitutes and appoints Don Burnette and Jordan Coleman, each of them, such person’s true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person’s name, place and stead, in all capacities, to execute all amendments including any post-effective a |
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| July 28, 2025 |
EX-10.6 Exhibit 10.6 1049 Terra Bella Ave Mountain View, CA 94043 Kodiak.ai KODIAK ROBOTICS, INC. Confirmatory Employment Letter July 1, 2025 Don Burnette 802 Farley St Mountain View, CA 94043 Dear Don: This letter agreement (the “Agreement”) is entered into between Kodiak Robotics, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the later of the Closing (as defined below) |
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| July 28, 2025 |
Form of Kodiak AI, Inc. Outside Director Compensation Policy. EX-10.5 Exhibit 10.5 KODIAK AI, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Kodiak AI, Inc. (the “Company”) believes that the granting of equity and cash compensation to members of the Company’s Board of Directors (the “Board,” and members of the Board, “Directors”) who are not employees represents an effective tool to attract, retain and reward such Directors. This Outside Director Compensation Pol |
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| July 28, 2025 |
EX-10.7 Exhibit 10.7 1049 Terra Bella Ave Mountain View, CA 94043 Kodiak.ai KODIAK ROBOTICS, INC. Confirmatory Employment Letter July 1, 2025 Mr. Andreas Wendel 2443 Alvin St Mountain View, CA 94043 Dear Andreas: This letter agreement (the “Agreement”) is entered into between Kodiak Robotics, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the later of the Closing (as defin |
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| July 28, 2025 |
Table of Contents Table of Contents As filed with the United States Securities and Exchange Commission on July 25, 2025 Registration No. |
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| July 28, 2025 |
Consent of Mohamed Elshenawy to be named as a director nominee. EX-99.6 Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Ares Acquisition Corporation II and Kodiak Robotics, Inc. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act |
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| July 28, 2025 |
Form of Kodiak AI, Inc. Executive Change in Control and Severance Policy. EX-10.9 Exhibit 10.9 Kodiak AI, Inc. Change in Control and Severance Policy This Change in Control and Severance Policy (the “Policy”) is designed to provide certain protections to a select group of key employees of Kodiak AI, Inc. (“Kodiak AI” or the “Company”) or any of its subsidiaries in connection with a change in control of Kodiak AI or in connection with the involuntary termination of their |
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| July 28, 2025 |
Consent of Lincoln International LLC. EX-99.2 Exhibit 99.2 PRIVILEGED AND CONFIDENTIAL July 25, 2025 Special Committee of the Board of Directors of Ares Acquisition Corporation II 245 Park Avenue, 44th Floor New York, NY 10167 Re: Registration Statement on Form S-4 of Ares Acquisition Corporation II and Kodiak Robotics, Inc. (the “Registration Statement”) Members of the Special Committee: Reference is made to our opinion letter, dated |
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| July 28, 2025 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporat |
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| July 23, 2025 |
425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| July 23, 2025 |
425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| July 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 9, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation) |
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| July 9, 2025 |
EX-99.1 JULY 9, 2025 Disclaimer Kodiak Robotics, Inc. (“Kodiak” or the “Company”) and Ares Acquisition Corporation II (“AACT”) are providing words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” this presentation and the accompanying oral remarks (collectively, the “Presentation”) to assist interested “plan,” “potential,” “project,” “seek,” |
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| July 9, 2025 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 9, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporati |
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| June 30, 2025 |
Exhibit 10.28 CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE (I) IT IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THE INFORMATION AS PRIVATE AND CONFIDENTIAL. Applied Intuition Kodiak Robotics — 2024 Renewal Agreement September, 2024 PREPARED BY [***] (Global Account Manager) CONTACT [***] (Global Account Manager) • [***] • |
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| June 30, 2025 |
Exhibit 10.20 VENTURE LOAN AND SECURITY AGREEMENT Dated as of September 28, 2022 by and among HORIZON TECHNOLOGY FINANCE CORPORATION, a Delaware corporation 312 Farmington Avenue Farmington, CT 06032 as a Lender and Collateral Agent and KODIAK ROBOTICS, INC., a Delaware corporation 1049 Terra Bella Avenue Mountain View, CA 94043 as Borrower Loan A Commitment Amount: $10,000,000 Loan A Commitment T |
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| June 30, 2025 |
Exhibit 10.27 CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE (I) IT IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THE INFORMATION AS PRIVATE AND CONFIDENTIAL. Master Services and Software License Agreement This Master Software Subscription License Agreement (this “Agreement”) is made and entered into as of 09/27/2018 (“Effec |
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| June 30, 2025 |
Exhibit 10.22 SECOND AMENDMENT TO VENTURE LOAN AND SECURITY AGREEMENT This SECOND AMENDMENT TO VENTURE LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of February 24, 2025, is entered into by and among KODIAK ROBOTICS, INC., a Delaware corporation (“Borrower”), HORIZON TECHNOLOGY FINANCE CORPORATION (“Horizon”), as collateral agent (“Collateral Agent”), HORIZON FUNDING I, LLC, as an assig |
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| June 30, 2025 |
Exhibit 10.25 CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE (I) IT IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THE INFORMATION AS PRIVATE AND CONFIDENTIAL. Master Services Agreement This Master Services Agreement (this “Agreement”), effective as of July 17, 2024 (the “Effective Date”), is by and between Kodiak Robotics, I |
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| June 30, 2025 |
Exhibit 10.26 CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE (I) IT IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THE INFORMATION AS PRIVATE AND CONFIDENTIAL. AMENDMENT NO. 1 TO MASTER SERVICES AGREEMENT This Amendment No. 1 to Master Services Agreement (“Amendment”), effective as of the date of last signature hereto (the “E |
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| June 30, 2025 |
Exhibit 10.21 FIRST AMENDMENT TO VENTURE LOAN AND SECURITY AGREEMENT This FIRST AMENDMENT TO VENTURE LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of June 4, 2024, is entered into by and among KODIAK ROBOTICS, INC., a Delaware corporation (“Borrower”), HORIZON TECHNOLOGY FINANCE CORPORATION (“Horizon”), as collateral agent, HORIZON FUNDING I, LLC, as an assignee of Horizon, as a Lender |
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| June 30, 2025 |
Consent of Lincoln International LLC. Exhibit 99.2 PRIVILEGED AND CONFIDENTIAL June 30, 2025 Special Committee of the Board of Directors of Ares Acquisition Corporation II 245 Park Avenue, 44th Floor New York, NY 10167 Re: Registration Statement on Form S-4 of Ares Acquisition Corporation II and Kodiak Robotics, Inc. (the “Registration Statement”) Members of the Special Committee: Reference is made to our opinion letter, dated April 1 |
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| June 30, 2025 |
Table of Contents As filed with the United States Securities and Exchange Commission on June 30, 2025 Registration No. |
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| June 30, 2025 |
Exhibit 10.24 MASTER FINANCING AGREEMENT DATED AS OF 7/19/2022, 2022 THIS MASTER FINANCING AGREEMENT (this “Agreement”) is between WESTERN ALLIANCE EQUIPMENT FINANCE, LLC (together with its successors and assigns, if any, “Secured Party”) and the undersigned Debtor (“Debtor”). Secured Party has a mailing address of One East Washington St., Suite 1400, Phoenix, AZ 85004. The legal entity type, juri |
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| June 30, 2025 |
Exhibit 10.23 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THIS SECOND LIEN LOAN AND SECURITY AGREEMENT, THE INDEBTEDNESS EVIDENCED HEREBY, AND THE RELATED GUARANTEES ARE AND SHALL AT ALL TIMES BE AND REMAIN SUBORDINATED TO THE EXTENT AND IN THE MANNER SET FORTH IN THE INTERCREDITOR AGREEMENT, TO THE DISCHARGE OF FIRST LIEN OBLIGATIONS. THE LIENS AND SECURITY INTERESTS SECURING THIS |
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| June 30, 2025 |
Form of Certificate of Domestication of Ares Acquisition Corporation II. Exhibit 3.5 CERTIFICATE OF CORPORATE DOMESTICATION OF ARES ACQUISITION CORPORATION II Pursuant to Section 388 of the General Corporation Law of the State of Delaware Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Corporation”), which intends to domesticate as a Delaware corporation pursuant to, and effective at the time of the filing of, this Certificate of Corporate Dome |
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| June 30, 2025 |
Form of Preliminary Proxy Card. Exhibit 99.1 PRELIMINARY PROXY CARD — SUBJECT TO COMPLETION YOUR VOTE IS IMPORTANT. PLEASE AUTHORIZE YOUR PROXY TODAY. Authorize your proxy by Internet — Quick ★★★ EASY IMMEDIATE—24 Hours a Day, 7 Days a Week or by Mail ARES ACQUISITION CORPORATION II Your Internet authorization authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy car |
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| June 30, 2025 |
List of Subsidiaries of Kodiak Robotics, Inc. Exhibit 21.2 LIST OF SUBSIDIARIES OF KODIAK ROBOTICS, INC. Name State of Other Jurisdiction of Incorporation or Organization None |
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| June 30, 2025 |
Specimen Common Stock Certificate of Kodiak AI, Inc. Exhibit 4.5 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [•] KODIAK AI, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF KODIAK AI, INC. (THE “CORPORATION”) transferable on the books of the Corporation in person or by duly |
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| June 24, 2025 |
EX-10.1 Exhibit 10.1 THIS WORKING CAPITAL LOAN PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE |
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| June 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation |
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| June 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation |
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| June 4, 2025 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 4, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporati |
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| June 4, 2025 |
EX-99.1 Exhibit 99.1 JUNE 4, 2025 Disclaimer Kodiak Robotics, Inc. (“Kodiak” or the “Company”) and Ares Acquisition Corporation II (“AACT”) are providing words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” this presentation and the accompanying oral remarks (collectively, the “Presentation”) to assist interested “plan,” “potential,” “proje |
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| June 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 4, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation) |
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| May 15, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41691 ARES A |
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| May 14, 2025 |
Consent of James Reed to be named as a director nominee. EX-99.5 Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Ares Acquisition Corporation II and Kodiak Robotics, Inc. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act |
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| May 14, 2025 |
Consent of Scott Tobin to be named as a director nominee. EX-99.4 Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Ares Acquisition Corporation II and Kodiak Robotics, Inc. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act |
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| May 14, 2025 |
Consent of Kenneth Goldman to be named as a director nominee. EX-99.8 Exhibit 99.8 Consent to be Named as a Director Nominee In connection with the filing by Ares Acquisition Corporation II and Kodiak Robotics, Inc. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act |
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| May 14, 2025 |
Consent of Don Burnette to be named as a director nominee. EX-99.3 Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Ares Acquisition Corporation II and Kodiak Robotics, Inc. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act |
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| May 14, 2025 |
EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-4 (Form Type) ARES ACQUISITION CORPORATION II(1) (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Kodiak AI, Inc. |
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| May 14, 2025 |
Consent of Ross Kestin to be named as a director nominee. EX-99.6 Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Ares Acquisition Corporation II and Kodiak Robotics, Inc. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act |
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| May 14, 2025 |
Consent of Kristin Sverchek to be named as a director nominee. EX-99.7 Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Ares Acquisition Corporation II and Kodiak Robotics, Inc. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act |
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| May 14, 2025 |
Table of Contents As filed with the United States Securities and Exchange Commission on May 14, 2025 Registration No. |
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| May 14, 2025 |
List of Subsidiaries of Ares Acquisition Corporation II. EX-21.1 Exhibit 21.1 LIST OF SUBSIDIARIES Entity Jurisdiction AAC II Merger Sub, Inc. Delaware |
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| May 14, 2025 |
Consent of Allyson Satin to be named as a director nominee. EX-99.9 Exhibit 99.9 Consent to be Named as a Director Nominee In connection with the filing by Ares Acquisition Corporation II and Kodiak Robotics, Inc. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act |
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| May 14, 2025 |
Consent of Lincoln International LLC. EX-99.2 Exhibit 99.2 PRIVILEGED AND CONFIDENTIAL May 14, 2025 Special Committee of the Board of Directors of Ares Acquisition Corporation II 245 Park Avenue, 44th Floor New York, NY 10167 Re: Registration Statement on Form S-4 of Ares Acquisition Corporation II and Kodiak Robotics, Inc. (the “Registration Statement”) Members of the Special Committee: Reference is made to our opinion letter, dated |
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| May 7, 2025 |
425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| May 7, 2025 |
Filed by Ares Acquisition Corporation II pursuant to Rule 425 425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| May 6, 2025 |
KODIAK ROBOTICS, INC. FREQUENTLY ASKED QUESTIONS STOCK OPTIONS Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| May 6, 2025 |
Filed by Ares Acquisition Corporation II pursuant to Rule 425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| April 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation |
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| April 24, 2025 |
EX-3.1 Exhibit 3.1 Ares Acquisition Corporation II (the “Company”) MINUTES OF AN EXTRAORDINARY GENERAL MEETING OF THE COMPANY HELD VIRTUALLY AND AT THE OFFICES OF KIRKLAND & ELLIS LLP, 601 LEXINGTON AVE, NEW YORK, NY 10022, UNITED STATES OF AMERICA ON APRIL 22, 2025 AT 4:00 P.M. (EASTERN TIME) Present: As set out in the Schedule In Attendance: As set out in the Schedule 1 Officers of the Meeting T |
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| April 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation |
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| April 22, 2025 |
EX-99.1 Exhibit 99.1 Ares Acquisition Corporation II Announces Preliminary Redemption Results of Approximately 1.3% of Public Shares NEW YORK – (BUSINESS WIRE) – April 22, 2025 – Ares Acquisition Corporation II (NYSE: “AACT.U”, “AACT”, “AACT WS”) (“AACT” or the “Company”) announced today that as of the redemption deadline for the extraordinary general meeting of the Company (the “Meeting”), to be |
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| April 22, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incor |
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| April 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation |
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| April 22, 2025 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorpora |
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| April 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation |
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| April 16, 2025 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorpora |
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| April 16, 2025 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| April 16, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incor |
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| April 16, 2025 |
Exhibit 99.1 ARES ACQUISITION CORPORATION II ANNOUNCES MONTHLY CONTRIBUTION TO TRUST ACCOUNT IN CONNECTION WITH PROPOSED EXTENSION Ares Acquisition Holdings II LP will make monthly deposits directly to the trust account of $0.02 for each outstanding Class A ordinary share NEW YORK – April 16, 2025 (BUSINESS WIRE) – Ares Acquisition Corporation II (NYSE: “AACT.U”, “AACT”, “AACT WS”) (“AACT” or the |
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| April 14, 2025 |
Exhibit 99.2 APRIL 14, 2025 Disclaimer Kodiak Robotics, Inc. (“Kodiak” or the “Company”) and Ares Acquisition Corporation II (“AACT”) are providing this presentation and the accompanying oral remarks (collectively, the “Presentation”) to assist interested parties in making their own evaluation with respect to a potential business combination of Kodiak and AACT and related transactions (the “Propos |
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| April 14, 2025 |
Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| April 14, 2025 |
Exhibit 99.1 Kodiak, a Leading Provider of AI-Powered Autonomous Vehicle Technology, to Go Public Via Business Combination With Ares Acquisition Corporation II • Kodiak’s AI-powered autonomous platform is built to handle some of the world’s toughest trucking jobs and has logged over 2.6 million autonomous miles in real-world conditions • Kodiak has the first publicly-announced driverless trucks in |
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| April 14, 2025 |
Exhibit 2.1 Execution Version CONFIDENTIAL Dated April 14, 2025 Business Combination Agreement by and between Ares Acquisition Corporation II, as the Purchaser, AAC II Merger Sub, Inc., and Kodiak Robotics, Inc., as the Company, TABLE OF CONTENTS Page ARTICLE I MERGER 4 Section 1.01 Merger 4 Section 1.02 Effects of the Merger 4 Section 1.03 Effect of the Merger on Capital Stock of the Company and |
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| April 14, 2025 |
Filed by Ares Acquisition Corporation II pursuant to Rule 425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| April 14, 2025 |
Filed by Ares Acquisition Corporation II pursuant to Rule 425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| April 14, 2025 |
EMAIL AND SLACK MESSAGE FROM DON TO ALL EMPLOYEES 425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| April 14, 2025 |
Exhibit 10.1 Execution Version SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is dated as of April 14, 2025 (the “Effective Date”), by and among Ares Acquisition Corporation II, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), Ares Acquisition Holdings II LP (the “Purchaser Support Party”) and |
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| April 14, 2025 |
Regulation FD Disclosure, Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 14, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation |
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| April 14, 2025 |
Exhibit 10.2 FORM OF COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 14, 2025, by and among Ares Acquisition Corporation II, a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), Kodiak Robotics, Inc., a Delaware corporation (“Company”) |
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| April 14, 2025 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 14, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorpora |
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| April 14, 2025 |
Filed by Ares Acquisition Corporation II pursuant to Rule 425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| April 14, 2025 |
Form of Subscription Agreement. Exhibit 10.3 FORM OF SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page to this Subscription Agreement, by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (“SPAC”) and the undersigned subscriber (the “Investor”). The Subscription Agreement is entered into in connectio |
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| April 14, 2025 |
Filed by Ares Acquisition Corporation II pursuant to Rule 425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| April 7, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| April 4, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| March 12, 2025 |
ARES ACQUISITION CORPORATION II Insider Trading Policy (Adopted on March 11, 2025) Exhibit 19.1 ARES ACQUISITION CORPORATION II Insider Trading Policy (Adopted on March 11, 2025) In order to promote compliance with federal, state and foreign securities laws and take an active role in the prevention of insider trading violations by Insiders (as defined below) of Ares Acquisition Corporation II (the “Company”) and its subsidiaries, the Company has adopted this Insider Trading Poli |
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| March 12, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41691 ARES ACQUIS |
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| March 5, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Ares Acquisition Corporation II (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (Title of Class of Securities) G33033104 (CUSIP Number) September 30, 2024 (Date o |
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| November 14, 2024 |
SC 13G 1 aact111424.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ARES ACQUISITION CORPORATION II (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G33033104 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropri |
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| November 14, 2024 |
AACT / Ares Acquisition Corporation II / Vivaldi Asset Management, LLC - 13G AACT Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Ares Acquisition Corporation II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G33033104 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate |
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| November 12, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41691 AR |
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| August 5, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41691 ARES AC |
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| May 10, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41691 ARES A |
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| April 10, 2024 |
SC 13G/A 1 aacta141024.htm WEALTHSPRING CAPITAL LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ares Acquisition Corp II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G33033104 (CUSIP Number) March 31, 2024 (Date of Event which Requires Filing |
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| February 28, 2024 |
Exhibit 4.5 DESCRIPTION OF SECURITIES OF ARES ACQUISITION CORPORATION II REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2023, Ares Acquisition Corporation II (the “Company,” “we,” “us” and “our”) had three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: Units, consisting of one Class A ordinary share |
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| February 28, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41691 ARES ACQUIS |
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| February 28, 2024 |
CLAWBACK POLICY ARES ACQUISITION CORPORATION II Exhibit 97.1 CLAWBACK POLICY ARES ACQUISITION CORPORATION II PURPOSE The Board of Directors (the “Board”) of Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability. The Board has therefore adopted this policy which |
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| February 14, 2024 |
SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Ares Acquisition Corp II (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) G33033104 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check th |
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| February 9, 2024 |
AACT / Ares Acquisition Corporation II / Ares Acquisition Holdings II LP - SC 13G Passive Investment SC 13G 1 d778789dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Ares Acquisition Corporation II (Name of Issuer) Class A ordinary shares, par value $0.0001 (Title of Class of Securities) G33033 104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement |
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| February 8, 2024 |
EX-99.1 2 ea192872ex99-1aresacq2.htm JOINT FILING AGREEMENT, DATED AS OF FEBRUARY 8, 2024 BY AND AMONG WEALTHSPRING CAPITAL LLC AND MATTHEW SIMPSON Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Sc |
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| February 8, 2024 |
AACT / Ares Acquisition Corporation II / Wealthspring Capital LLC - SCHEDULE 13G Passive Investment SC 13G 1 ea192872-13gwealtharesacq2.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Ares Acquisition Corp II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G33033104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statem |
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| November 7, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41691 AR |
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| August 11, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41691 ARES AC |
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| July 20, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2023 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation or org |
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| June 12, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation or orga |
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| June 12, 2023 |
EX-99.1 Exhibit 99.1 Ares Acquisition Corporation II Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing June 12, 2023 NEW YORK – June 12, 2023 – Ares Acquisition Corporation II (NYSE: AACT.U) (the “Company”), a special purpose acquisition company formed for the purpose of entering into a combination with one or more businesses, announced today that, commencing Ju |
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| June 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2023 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation) |
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| June 2, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41691 ARES A |
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| May 2, 2023 |
EX-99.1 Exhibit 99.1 ARES ACQUISITION CORPORATION II INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of April 25, 2023 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Ares Acquisition Corporation II Opinion on the Financial Statement We h |
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| May 2, 2023 |
Financial Statements and Exhibits, Other Events SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation or or |
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| April 26, 2023 |
EX-4.1 Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of April 20, 2023, is by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”). WHEREAS |
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| April 26, 2023 |
EX-10.7 Exhibit 10.7 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE |
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| April 26, 2023 |
Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of April 20, 2023, is made and entered into by and among Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”) and Ares Acquisition Holdings II LP, a Cayman Islands exempted limited partnership (the “Sponsor”) (the Sponsor together |
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| April 26, 2023 |
Amended and Restated Memorandum and Articles of Association Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ARES ACQUISITION CORPORATION II (ADOPTED BY SPECIAL RESOLUTION DATED APRIL 19, 2023 AND EFFECTIVE ON APRIL 20, 2023) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF |
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| April 26, 2023 |
Exhibit 10.8 CONFIDENTIAL April 20, 2023 Ares Acquisition Corporation II c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167 Attn: David B. Kaplan Re: Engagement of Services Dear Mr. Kaplan: This will confirm the basis upon which Ares Acquisition Corporation II (“Client”) has engaged Ares Management Capital Markets LLC (“AMCM”) (collectively, with the Client, the “Parties”), to |
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| April 26, 2023 |
EX-10.6 Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE |
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| April 26, 2023 |
Underwriting Agreement among the Company and Citigroup Global Markets Inc. and UBS Securities LLC EX-1.1 Exhibit 1.1 Ares Acquisition Corporation II 45,000,000 Units1 Underwriting Agreement April 20, 2023 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 As representatives (each, a “Representative” and collectively, the “Representatives”) of the several Underwriters named in Schedule I hereto, Lad |
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| April 26, 2023 |
Private Placement Warrants Purchase Agreement between the Company and the Sponsor EX-10.1 Exhibit 10.1 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April 20, 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Ares Acquisition Holdings II LP, a Cayman Islands exempted limited partners |
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| April 26, 2023 |
EX-10.5 Exhibit 10.5 ARES ACQUISITION CORPORATION II c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167 April 20, 2023 Ares Acquisition Holdings II LP c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167 Ladies and Gentlemen: This letter agreement by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”) and Ares Acquisi |
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| April 26, 2023 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 20, 2023 by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, Fi |
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| April 26, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2023 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation or or |
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| April 26, 2023 |
Exhibit 10.4 April 20, 2023 Ares Acquisition Corporation II c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Ares Acquisition Corporation II, a Cayman Islands ex |
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| April 24, 2023 |
Ares Acquisition Corporation II 45,000,000 Units 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-270951 PROSPECTUS Ares Acquisition Corporation II $450,000,000 45,000,000 Units Ares Acquisition Corporation II is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combinatio |
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| April 20, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Ares Acquisition Corporation II (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities and Carry Forward Securities Security Type(1) Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees to be Paid Equity Units, each consisting of one Class A ordinary share, $0. |
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| April 20, 2023 |
8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 98-1592112 (State or other jurisdiction of incorporation or organization) (I.R.S. Empl |
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| April 20, 2023 |
New York Stock Exchange 11 Wall Street New York, NY 10005 Tel: +1 212.656.3000 nyse.com April 20, 2023 Chief, Information Technology Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE MS 3040 Washington, DC 20549 To whom it may concern: The New York Stock Exchange certifies its approval for listing and registration of the following securities of ARES ACQUISITION CORP |
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| April 20, 2023 |
S-1MEF As filed with the United States Securities and Exchange Commission on April 20, 2023 under the Securities Act of 1933, as amended. |
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| April 19, 2023 |
CORRESP Ares Acquisition Corporation II c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167 April 19, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| April 19, 2023 |
CORRESP VIA EDGAR Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 April 19, 2023 Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Peter McPhun, Jennifer Monick, Ronald E. Alper and Pam Howell Re: A |
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| April 18, 2023 |
Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2023 by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 3 |
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| April 18, 2023 |
S-1/A As filed with the United States Securities and Exchange Commission on April 18, 2023 under the Securities Act of 1933, as amended. |
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| April 14, 2023 |
Form of Amended and Restated Memorandum and Articles of Association. EX-3.2 Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ARES ACQUISITION CORPORATION II (ADOPTED BY SPECIAL RESOLUTION DATED [ ] 2023 AND EFFECTIVE ON [ ] 2023) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ARES |
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| April 14, 2023 |
EX-10.1 Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2023 by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, Fi |
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| April 14, 2023 |
S-1/A Table of Contents As filed with the United States Securities and Exchange Commission on April 14, 2023 under the Securities Act of 1933, as amended. |
