[8-K/A] Ares Acquisition Corp II Amends Material Event Report

Rhea-AI Filing Summary

Ares Acquisition Corp II (now Kodiak AI, Inc.) filed an amendment to a Current Report to supply updated unaudited pro forma condensed combined financial information. The amendment incorporates revised preliminary valuations for the Preferred Stock, the PIPE Warrants, and the Non-Redemption Warrants and otherwise leaves the original report unchanged. The pro forma figures cover the six months ended June 30, 2025 and the year ended December 31, 2024. The filing also includes a cover page interactive Inline XBRL data file. The amendment is labeled as being filed solely to provide these updated pro forma financials and is signed by the company’s CEO, Don Burnette.

Positive

• Updated unaudited pro forma financials provided for the six months ended June 30, 2025 and year ended December 31, 2024
• Inline XBRL interactive data file included for the cover page, improving machine-readable disclosure

Negative

• Preliminary valuations changed for Preferred Stock, PIPE Warrants, and Non-Redemption Warrants, requiring an amended filing
• Original report required supplementation, indicating prior pro forma disclosures were incomplete with respect to these valuations

Insights

Corporate Finance Analyst

TL;DR: The amendment supplies updated pro forma figures reflecting revised valuations for equity and warrants.

The company updated its unaudited pro forma condensed combined financial information for the periods ending June 30, 2025 and December 31, 2024

These pro forma updates specifically incorporate changes to preliminary valuations for Preferred Stock, PIPE Warrants, and Non-Redemption Warrants. Investors should note the filing amends only the financial pro forma disclosures and does not state other changes to the previously filed report; the amendment therefore focuses on capitalization and equity-related valuation mechanics in the combined entity.

Securities Disclosure Specialist

TL;DR: The amendment improves disclosure completeness by adding Inline XBRL pro forma data.

The filing includes an Inline XBRL interactive data file for the cover page and supplies the unaudited pro forma condensed combined financial information, which enhances machine-readable access to the updated metrics for the six months ended June 30, 2025 and the year ended December 31, 2024.

Because the amendment is narrowly scoped to pro forma valuation updates, readers should consult the updated XBRL tables for precise numeric impacts on equity structure and per-share metrics.

0001853138 0001853138 2025-09-24 2025-09-24 0001853138 us-gaap:CommonStockMember 2025-09-24 2025-09-24 0001853138 us-gaap:WarrantMember 2025-09-24 2025-09-24

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)		(Commission File Number)		(IRS Employer Identification No.)

1049 Terra Bella Avenue Mountain View, California		94043
(Address of principal executive offices)		(Zip code)

(650) 209-8005

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		KDK		The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50		KDKRW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

On September 30, 2025, Kodiak AI, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report the consummation of its previously announced business combination between Ares Acquisition Corporation II, a Cayman Islands exempted company, and Kodiak Robotics, Inc., a Delaware corporation. This Amendment No. 1 to the Original Form 8-K is being filed solely to provide updated unaudited pro forma condensed combined financial information of the Company that incorporates updates to the preliminary valuation related to the Preferred Stock, the PIPE Warrants and the Non-Redemption Warrants (each as defined in the Original Form 8-K). Except as provided herein, no other information contained in the Original Form 8-K is amended or supplemented by this Amendment No. 1.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined financial information of the Company as of and for the six months ended June 30, 2025 and for the year ended December 31, 2024 is set forth in Exhibit 99.1 hereto and is incorporated herein by reference.

(d) Exhibits.

Exhibit No.		Description
99.1		Unaudited pro forma condensed combined financial information of the Company as of and for the six months ended June 30, 2025 and for the year ended December 31, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: October 10, 2025

KODIAK AI, INC.
By:		/s/ Don Burnette
		Name: Don Burnette
		Title: Chief Executive Officer

FAQ

What did AACT amend in the 8-K/A?

The amendment supplies updated unaudited pro forma condensed combined financial information incorporating revised preliminary valuations for the Preferred Stock, PIPE Warrants, and Non-Redemption Warrants.

Which reporting periods do the updated pro forma figures cover for AACT?

The updated pro forma information covers the six months ended June 30, 2025 and the year ended December 31, 2024.

Does the amendment change any other information in the original filing?

No. The amendment states that except as provided to update the pro forma information, no other information in the original report is amended or supplemented.

Who signed the amendment for Kodiak AI, Inc. (AACT)?

The amendment is signed by Don Burnette, the Chief Executive Officer.

Is machine-readable data included with the amendment?

Yes. The filing includes a cover page interactive Inline XBRL data file.