Form 4: Ares Reports 12.5M Shares and $11.50 Warrants in Kodiak AI
Rhea-AI Filing Summary
Ares Acquisition Holdings II LP reported changes in ownership tied to a business combination that converted Ares Acquisition Corporation II into Kodiak AI, Inc. The filing shows the reporting person acquired or holds 12,500,000 Class A ordinary shares and continues to hold warrants covering 14,300,000 shares with an $11.50 exercise price exercisable beginning 10/24/2025 and expiring 09/24/2030. The transactions reflect a domestication from the Cayman Islands to Delaware and the renaming of the continuing entity, and the filing discloses the reporting person’s indirect ownership structure through Ares entities and related disclaimers of beneficial ownership.
Positive
- Clear disclosure of post-combination shareholdings: 12,500,000 Class A ordinary shares reported
- Warrant holdings disclosed with exercise price and exercisability date: $11.50, exercisable 10/24/2025
- Corporate transition details provided — domestication to Delaware and renaming to Kodiak AI, Inc. are documented
Negative
- Potential future dilution from warrants covering 14,300,000 shares if exercised
- Complex indirect ownership structure that may obscure direct control despite disclosures
Insights
TL;DR: Significant owner position and substantial warrant exposure following the business combination; this alters the post-combination capitalization.
The Form 4 records a material post-closing position: 12,500,000 Class A ordinary shares and warrants for 14,300,000 shares at $11.50. These warrant exercisabilities begin 30 days after the business combination (10/24/2025), creating potential future dilution if exercised. The filing also documents a corporate domestication and name change to Kodiak AI, Inc., which is purely corporate form change but relevant to share provenance. The disclosure of the multi-tiered Ares ownership and the explicit disclaimers are standard for sponsor filings and clarify indirect control dynamics without asserting direct beneficial ownership for affiliated managers.
TL;DR: The filing documents governance and structural changes tied to the merger and clarifies the reporting person’s indirect relationships.
The statements describing the domestication to Delaware and renaming are important governance facts: the issuer’s jurisdiction and corporate identity changed upon closing of the Business Combination dated April 14, 2025 and consummated September 24, 2025. The Form 4 appropriately discloses the chain of entities (Ares Acquisition Holdings II LP, Ares Holdings L.P., Ares Management GP LLC, Ares Voting LLC, and Ares Partners) and includes customary disclaimers of beneficial ownership by affiliated managers and entities. This level of disclosure supports transparency around who may influence issuer decisions while not asserting direct pecuniary ownership beyond the reported securities.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class A ordinary shares | 12,500,000 | $0.00 | -- |
| Exercise | Common Stock | 12,500,000 | $0.00 | -- |
| holding | Warrant (Right to Buy) | -- | -- | -- |
Footnotes (1)
- In connection with the transactions consummated on September 24, 2025 pursuant to that certain Business Combination Agreement, dated April 14, 2025 (the "Business Combination Agreement"), by and among Kodiak AI, Inc. (the "Issuer") (f/k/a Ares Acquisition Corporation II ("AACT")), AAC II Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Kodiak Robotics, Inc. ("Legacy Kodiak"), pursuant to which Merger Sub merged with and into Legacy Kodiak, with Legacy Kodiak as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination"), on September 23, 2025, AACT effected a deregistration under Article 47 of AACT's amended and restated memorandum and articles of association and Section 206 of the Companies Act (As Revised) of the Cayman Islands and a domestication under Section 388 of the Delaware General Corporation Law, (Continued from footnote 1) pursuant to which AACT's jurisdiction of incorporation changed from the Cayman Islands to the State of Delaware. Effective upon the Domestication, the continuing entity was renamed "Kodiak AI, Inc." and the reporting person now holds shares in the Issuer, Kodiak AI, Inc., rather than in a Cayman Islands company. Ares Acquisition Holdings II LP, the sponsor, is a Cayman Islands exempted limited partnership managed by affiliates of Ares Management Corporation (Ares"). Ares Acquisition Holdings II is the general partner of the sponsor. Ares Holdings L.P. is the sole shareholder of Ares Acquisition Holdings II. Ares Holdings L.P. is an indirect subsidiary of Ares. Ares Management GP LLC ("Ares Management GP") is the sole holder of the Class B common stock, $0.01 par value per share, of Ares (the "Ares Class B Common Stock") and Ares Voting LLC ("Ares Voting") is the sole holder of the Class C common stock, $0.01 par value per share, of Ares (the "Ares Class C Common Stock"). (Continued from Footnote 3) Pursuant to Ares's Certificate of Incorporation, the holders of the Ares Class B Common Stock and the Ares Class C Common Stock, collectively, will generally have the majority of the votes on any matter submitted to the stockholders of Ares if certain conditions are met. The sole member of both Ares Management GP and Ares Voting is Ares Partners Holdco LLC ("Ares Partners"). Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, R. Kipp deVeer, David B. Kaplan, Antony P. Ressler and Bennett Rosenthal. Mr. Ressler generally has veto authority over board decisions. Each of Ares Partners, Ares Management GP and Ares Voting (collectively, the "Ares Entities"), and the members of Ares Partners' board of managers and the other directors, officers, partners, stockholders, members and managers of the Ares Entities expressly disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein, and this Form 3 shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. The address of each Ares Entity is 1800 Avenue of the Stars, Suite 1400, Los Angeles, CA 90067. Represents warrants which were acquired and have been continually held since AACT's initial public offering. The warrants become exercisable 30 days after the completion of the Business Combination, which will be October 24, 2025.
