Ares Acquisition Corp II-A SEC Filings

Kodiak AI, Inc. has entered into a new senior secured term loan facility totaling $30.0 million with Horizon Technology Finance Corporation, as detailed in a Form 8-K that is incorporated into this prospectus supplement. The company borrowed the full amount on December 31, 2025, using part of the proceeds to repay existing indebtedness with the same lender and the remainder for working capital and general corporate purposes.

The Term Loans bear interest at a floating rate equal to the prime rate plus 3.50%, with the prime rate floored at 6.50%, and are interest-only through July 1, 2028, followed by 18 equal monthly payments until maturity on January 1, 2030. Kodiak AI paid a $300,000 commitment fee at closing and will owe a $1.2 million final payment at payoff, and the debt is secured by substantially all of the borrowers’ assets and governed by customary covenants and default provisions.

Kodiak AI, Inc. entered into a new senior secured venture loan and security agreement with Horizon Technology Finance Corporation, providing a term loan facility of up to $30.0 million. The company and its subsidiary Kodiak Robotics, Inc. borrowed $30.0 million on December 31, 2025, using part of the proceeds to repay existing indebtedness with the same lender and the remainder for working capital and general corporate purposes.

The loan bears interest at the prime rate plus 3.50%, with a prime floor of 6.50%. Kodiak will make interest-only payments from February 1, 2026 through July 1, 2028, then repay principal and interest in 18 equal monthly installments until the January 1, 2030 maturity date. The borrowers paid a $300,000 commitment fee and will owe a $1.2 million final payment at payoff, and may prepay subject to a 2.0% or 1.0% premium depending on timing.

The facility is secured by substantially all of the borrowers’ assets, including intellectual property, and includes customary covenants and events of default. In connection with this transaction, Kodiak terminated its prior venture loan and security agreement dated September 28, 2022 with the same lender.

Kodiak AI received a Schedule 13G from Alyeska Investment Group, L.P., Alyeska Fund GP, LLC and Anand Parekh reporting a large beneficial position in the company’s Class A common stock. They report beneficial ownership of 18,102,618 shares, representing 9.9% of the class, with shared voting and dispositive power over all of these shares.

The position comes from securities that can convert into common stock: 15,318,625 shares issuable from PIPE Warrants, 5,155,518 shares from Public Warrants, and 12,254,900 shares from Convertible Preferred. These instruments contain a 9.99% beneficial ownership limitation, so as of September 30, 2025 the reporting persons may exercise only up to 18,102,618 shares and therefore report ownership at that level. The percentage is based on 181,207,392 shares of common stock outstanding, as disclosed in Kodiak AI’s Form 10-Q.

Fort Baker Capital Management LP, Steven Patrick Pigott, and Fort Baker Capital, LLC filed a Schedule 13G/A reporting beneficial ownership of 0 shares and 0% of Kodiak AI, Inc. common stock.

The filing notes that on September 24, 2025, Ares Acquisition Corp II completed a business combination, changed its name to Kodiak AI, Inc., and each Class A Ordinary Share converted into Kodiak AI common stock on a 1-for-1 basis. Following this event, the reporting persons ceased to be beneficial owners. They certify the securities were held in the ordinary course and not to influence control.

Kodiak AI, Inc. (KDK) received an amended Schedule 13G (Amendment No. 3) from Westchester Capital Management, LLC, Virtus Investment Advisers, LLC, and The Merger Fund reporting 0 shares and 0% beneficial ownership of the company’s common stock. The reported Date of Event is 09/30/2025.

Each reporting person lists no voting or dispositive power over any shares. As context, shares outstanding were 181,207,392 as of September 24, 2025, as reported by the issuer. The filers classify as investment advisers (IA) and an investment company (IV) and certify the securities were held in the ordinary course and not to change or influence control.

Kodiak AI, Inc. filed Amendment No. 2 to its Form 8-K to provide updated unaudited pro forma condensed combined financial information following the consummation of the business combination between Ares Acquisition Corporation II and Kodiak Robotics, Inc.

The update incorporates the Company’s financial results for the quarter ended September 30, 2025 and presents pro forma information for the nine months ended September 30, 2025 and for the year ended December 31, 2024, as set forth in Exhibit 99.1. The company stated that, aside from these pro forma updates, no other information from the prior 8-K filings is amended.

Kodiak AI’s securities are listed on Nasdaq under common stock ticker KDK and redeemable warrants ticker KDKRW, with each warrant exercisable for one share at an exercise price of $9.28.

Kodiak AI, Inc. filed Amendment No. 1 to Form S-1 to register 184,793,176 shares of Common Stock for resale and 14,300,000 warrants. The filing also covers primary issuances of shares upon conversion of Series A Preferred Stock, exercise of various warrants, and potential earn-out issuances, and the resale of 58,259,206 shares and 14,300,000 Private Placement Warrants by selling securityholders.

The company will not receive proceeds from resales. It would receive cash only if warrants are exercised. Public and Private Placement Warrants are exercisable at $9.28 per share; PIPE and Non-Redemption Agreement Warrants at $12.00 initially, each with potential exercise-price resets tied to volume-weighted averages on specified 2026 dates. Kodiak’s Common Stock closed at $7.37 on November 6, 2025. As context, shares outstanding were 181,207,392 as of November 6, 2025; selling securityholders may sell up to about 58.5% of issued and outstanding shares, with 84,618,152 of those subject to lock-up restrictions.