Business Context and Reporting Period
This Form 8-K reports the consummation of a business combination between Ares Acquisition Corporation II (AACT) and Kodiak Robotics, Inc. (Legacy Kodiak) on September 24, 2025. Following the transaction, AACT was domesticated from the Cayman Islands to Delaware and renamed Kodiak AI, Inc. The company ceased to be a shell company and began trading on The Nasdaq Stock Market under the symbols KDK (Common Stock) and KDKRW (Public Warrants) on September 25, 2025.
Key Financial Metrics and Capital Structure
The filing details the capital structure immediately following the closing of the business combination. Specific revenue, profit, or cash flow figures for the combined entity are not provided in this filing; historical financial data for Legacy Kodiak is incorporated by reference from the Proxy Statement/Prospectus.
- Common Stock Outstanding: 181,207,392 shares.
- Preferred Stock: 142,155 shares of 9.99% Series A Cumulative Convertible Preferred Stock issued.
- Redemptions: 43,866,808 Class A Ordinary Shares were redeemed for approximately $11.45 per share, totaling approximately $502.4 million.
- Trust Account Proceeds: Approximately $62.9 million remained available to the Company from the trust account after redemptions and before expenses.
- PIPE Investment: $60.0 million aggregate commitment (partially offset by non-redeemed shares).
- Series A Preferred Investment: $145.0 million in gross proceeds from the issuance of Preferred Stock and PIPE Warrants.
- Debt: $43.9 million in Second Lien Loans were funded prior to closing. Most converted to equity, but $10.0 million of the Exchanged SAFE Loan remains outstanding as debt.
- Warrants Outstanding: Includes 24,999,990 Public Warrants, 14,300,000 Private Placement Warrants, 17,769,375 PIPE Warrants, and 7,606,666 Non-Redemption Warrants.
Material Changes and Transaction Details
The primary material change is the reverse acquisition of Legacy Kodiak by AACT. Key transaction mechanics include:
- Share Conversion: Legacy Kodiak securityholders received 161,754,941 shares of Common Stock. Legacy Kodiak options were exchanged for options covering 55,989,713 shares with a weighted average exercise price of $1.88.
- Earn-Out Structure: Up to 75,000,000 Earn Out Securities (shares and RSUs) are issuable based on stock price milestones ($18.00, $23.00, and $28.00) over a four-year period.
- Listing Change: Securities were voluntarily delisted from the NYSE and listed on Nasdaq.
- Accounting Change: The transaction is treated as a reverse acquisition. Deloitte & Touche LLP was engaged as the new independent auditor, replacing WithumSmith+Brown, PC (AACT's former auditor) and Ernst & Young LLP (Legacy Kodiak's former auditor).
Guidance, Outlook, and Risks
The filing contains forward-looking statements regarding the expected benefits of the combination, the operational roadmap for the "Kodiak Driver," and the ability to scale production. Management highlighted several material risks:
- Technology and Safety: Risks associated with rapidly evolving autonomous vehicle (AV) technology, including potential flaws, errors, or safety incidents.
- Profitability: The company has a limited operating history and has incurred net losses; there is no guarantee of achieving profitability.
- Regulatory Environment: Uncertainty regarding the regulatory landscape for AVs and changes in tariffs or trade policy.
- Customer Concentration: Dependence on a limited number of customers, including Atlas and public sector entities.
- Liquidity: Future capital requirements and the ability to raise additional capital.
Investor Verification Checklist
- Pro Forma Financials: Review Exhibit 99.1 for unaudited pro forma condensed combined financial information to understand the combined entity's financial position.
- Earn-Out Milestones: Verify the specific conditions and timeframes for the 75,000,000 Earn Out Securities, as these represent significant potential dilution.
- Preferred Stock Terms: Examine the Certificate of Designation (Exhibit 3.1) for the 9.99% Series A Preferred Stock, noting the dividend accrual rates and conversion rights.
- Debt Obligations: Confirm the status of the $10.0 million Exchanged SAFE Loan that remains outstanding and the terms of the Horizon Technology Finance Corporation credit facility.
- Insider Ownership: Review the beneficial ownership table to note that the SPAC Sponsor and affiliates hold approximately 15.5% of Common Stock, with 6,250,000 shares subject to earn-out vesting.