AACT Form D: $145M sold toward $200M offering for Kodiak Robotics combination

Rhea-AI Filing Summary

Ares Acquisition Corp II (AACT) filed a Form D for a Regulation D exempt offering of equity and related warrants conditioned on completing a business combination with Kodiak Robotics, Inc. The issuer is a Cayman Islands exempted company with principal offices in New York. The offering target is $200,000,000, of which $145,000,000 has been sold and $55,000,000 remains available. The minimum outside investment is $250,000. Sales commissions are estimated at $5,800,000 with a disclosed potential placement fee of 4% of proceeds. The notice lists executive officers, directors and promoters and identifies J.P. Morgan Securities LLC and Citigroup Global Markets Inc. as participating broker-dealers. The offering is claimed under Rule 506(c).

Positive

• $145,000,000 of the $200,000,000 offering has already been sold, indicating strong investor uptake
• Rule 506(c) exemption allows general solicitation to accredited investors, broadening capital access
• Major broker-dealers (J.P. Morgan Securities LLC and Citigroup Global Markets Inc.) are disclosed as soliciting firms

Negative

• Estimated sales commissions of $5,800,000 (and potential 4% placement fee) will reduce net proceeds available for the business combination
• Minimum outside investment of $250,000 limits participation to larger accredited investors, reducing retail access
• Offering is conditioned on closing of the business combination, creating execution risk for the raise

Insights

Financial Analyst

TL;DR: Large Regulation D raise partially completed; proceeds support a SPAC business combination with Kodiak Robotics and leave $55M available.

The filing confirms a sizeable private placement with $145M already sold toward a $200M target, indicating substantial investor demand for the transaction vehicle backing the proposed merger with Kodiak Robotics. The minimum investment size and the use of Rule 506(c) signal an accredited-investor focused raise. Estimated sales commissions of $5.8M (and a possible 4% placement fee) are material to net proceeds and should be considered when assessing capital available for post-closing activities.

Corporate Governance Expert

TL;DR: Governance disclosure lists key officers, directors and promoters; standard promoter/broker involvement disclosed.

The Form D identifies multiple named executives and promoters and names two major broker-dealers facilitating solicitation across all states. The disclosure of promoter relationships and zero payments to insiders from proceeds (stated as $0) are governance-relevant details for investors evaluating potential conflicts. The offering’s conditioning on the business combination should be monitored for alignment of incentives between sponsors and public investors.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001853138

	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
X	Other (Specify)

Cayman Islands Exempted Company

Name of Issuer

Ares Acquisition Corp II

Jurisdiction of Incorporation/Organization

CAYMAN ISLANDS

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2021
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Ares Acquisition Corp II
Street Address 1		Street Address 2
245 Park Avenue		44th Floor
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
New York	NEW YORK	10167	(310) 201-4100

3. Related Persons

Last Name	First Name	Middle Name
Satin	Allyson
Street Address 1	Street Address 2
245 Park Avenue	44th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10167

Relationship: X Executive Officer Director X Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kaplan	David	B.
Street Address 1	Street Address 2
245 Park Avenue	44th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10167

Relationship: X Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Arougheti	Michael	J
Street Address 1	Street Address 2
245 Park Avenue	44th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10167

Relationship: Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Phillips	Jarrod
Street Address 1	Street Address 2
245 Park Avenue	44th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10167

Relationship: X Executive Officer Director X Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ogilvie	Peter
Street Address 1	Street Address 2
245 Park Avenue	44th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10167

Relationship: X Executive Officer Director X Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Coleman	Brad
Street Address 1	Street Address 2
245 Park Avenue	44th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10167

Relationship: Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hirz	David	G.
Street Address 1	Street Address 2
245 Park Avenue	44th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10167

Relationship: Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Thornton	Felicia
Street Address 1	Street Address 2
245 Park Avenue	44th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10167

Relationship: Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ares Acquisition Holdings II LP	N/A
Street Address 1	Street Address 2
245 Park Avenue	44th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10167

Relationship: Executive Officer Director X Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
		Rule 506(b)
	X	Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-15				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? X Yes No

Clarification of Response (if Necessary):

The offering is conditioned upon the closing of the business combination between the issuer and Kodiak Robotics, Inc.

11. Minimum Investment

Minimum investment accepted from any outside investor $250,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
J.P. Morgan Securities LLC	79
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
383 Madison Avenue
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10179
State(s) of Solicitation (select all that apply) Check "All States" or check individual States X All States	Foreign/non-US

Recipient	Recipient CRD Number None
Citigroup Global Markets Inc.	7059
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
388 Greenwich Street	29th Floor
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10013
State(s) of Solicitation (select all that apply) Check "All States" or check individual States X All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$200,000,000	USD	or Indefinite
Total Amount Sold	$145,000,000	USD
Total Remaining to be Sold	$55,000,000	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

3

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$5,800,000	USD	X Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

Under certain circumstances the issuer will pay a placement fee of 4% of the aggregate proceeds

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Ares Acquisition Corp II	/s/ Allyson Satin	Allyson Satin	Chief Operating Officer	2025-09-23

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What is the total offering size and how much has AACT sold so far?

Total offering is $200,000,000; $145,000,000 has been sold with $55,000,000 remaining.

Is this Form D offering related to a business combination for AACT (AACT)?

Yes. The offering is conditioned upon the closing of the business combination between the issuer and Kodiak Robotics, Inc.

What exemption is Ares Acquisition Corp II using for the offering?

The issuer claims the offering under Rule 506(c) of Regulation D.

Who are the broker-dealers assisting the offering?

The filing lists J.P. Morgan Securities LLC and Citigroup Global Markets Inc. as associated broker-dealers.

What is the minimum investment required from outside investors?

The minimum investment accepted from any outside investor is $250,000.

How much are estimated sales commissions for the offering?

Sales commissions are estimated at $5,800,000, and a placement fee of 4% of aggregate proceeds is disclosed as possible under certain circumstances.