Welcome to our dedicated page for AACT SEC filings (Ticker: AACT), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings associated with Ares Acquisition Corporation II (AACT) and the successor public company Kodiak AI, Inc. provide a detailed record of the SPAC business combination and the evolution of the combined entity’s capital structure. AACT’s role as a special purpose acquisition company is documented in the registration statement on Form S-4, which includes a proxy statement/prospectus for AACT shareholders and a prospectus for the securities of the combined company.
After the merger closed, Kodiak AI, Inc. became the SEC registrant, with its common stock listed on The Nasdaq Stock Market LLC under the symbol KDK. Current reports on Form 8-K and amendments on Form 8-K/A describe key events such as the consummation of the business combination, warrant adjustments that changed the exercise price and redemption trigger price of public and private placement warrants, and the entry into a senior secured term loan facility. These filings also explain how certain capital raising transactions in connection with the business combination triggered adjustments under the warrant agreement.
Registration statements on Form S-1/A for Kodiak AI, Inc. register common stock and warrants and include extensive disclosures about the company’s business, risk factors, and financial statements. Additional 8-K filings report financial results for specific periods, with press releases furnished as exhibits, and describe material definitive agreements such as venture loan and security agreements and the termination of prior debt arrangements.
On Stock Titan’s SEC filings page, users can access these documents as they appear on EDGAR and take advantage of AI-powered summaries that explain the significance of each filing. This includes highlighting how the SPAC structure of AACT transitioned into an operating public company under the KDK ticker, outlining changes to security holders’ rights, and clarifying the impact of new debt facilities and warrant adjustments on the company’s capital structure.
Kodiak AI, Inc. filed a Form 25 to remove the listing and registration of its securities from the New York Stock Exchange. The action covers its units (each consisting of one Class A ordinary share and one-half of one redeemable warrant), standalone Class A ordinary shares, and redeemable warrants exercisable for Class A ordinary shares. The notification is signed on behalf of the company by its Chief Executive Officer, Don Burnette, indicating the company believes it meets all requirements to file this form.
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).
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).
Ares Acquisition Corp II (AACT) entered into a definitive Business Combination Agreement with Kodiak Robotics, Inc., under which AACT and its wholly owned merger subsidiary will combine with Kodiak. A related S-4 registration statement (No. 333-287278) containing a proxy statement/prospectus was declared effective by the SEC on August 29, 2025, and AACT began mailing the definitive proxy that same day, with Supplement No. 1 filed September 15, 2025 and Supplement No. 2 filed September 23, 2025.
The filing emphasizes forward-looking statements about the combined company and lists numerous risks that could cause actual results to differ materially, including technology and product risks related to autonomous vehicles, potential regulatory or shareholder approval delays, redemption levels by public holders, the need to complete PIPE and other financing, supply-chain and manufacturing risks, and the possibility that anticipated benefits of the Business Combination are not realized. The filing is signed on behalf of Ares Acquisition Corporation II by Allyson Satin, Chief Operating Officer.
Ares Acquisition Corp II (AACT) entered into a definitive Business Combination Agreement with Kodiak Robotics, Inc., under which AACT and its wholly owned merger subsidiary will combine with Kodiak. A related S-4 registration statement (No. 333-287278) containing a proxy statement/prospectus was declared effective by the SEC on August 29, 2025, and AACT began mailing the definitive proxy that same day, with Supplement No. 1 filed September 15, 2025 and Supplement No. 2 filed September 23, 2025.
The filing emphasizes forward-looking statements about the combined company and lists numerous risks that could cause actual results to differ materially, including technology and product risks related to autonomous vehicles, potential regulatory or shareholder approval delays, redemption levels by public holders, the need to complete PIPE and other financing, supply-chain and manufacturing risks, and the possibility that anticipated benefits of the Business Combination are not realized. The filing is signed on behalf of Ares Acquisition Corporation II by Allyson Satin, Chief Operating Officer.
Ares Acquisition Corporation II (AACT) filed an 8-K reporting a proposed business combination with Legacy Kodiak that would domesticate AACT to Delaware and rename it "Kodiak AI, Inc." The filing states that upon closing each issued Class A ordinary share will convert one-for-one into common stock of the new Delaware corporation. AACT filed a definitive proxy statement/prospectus on August 29, 2025, for an extraordinary general meeting to vote on the transaction; a press release dated September 23, 2025, is furnished as Exhibit 99.1. The filing discloses Non-Redemption Warrants exercisable into 7,606,666 shares and describes exercise-price adjustment mechanics to a floor of $8.00 (and later $6.00 under certain conditions). The parties note potential additional capital raises and list customary registration rights for shares underlying the Non-Redemption Warrants.
Ares Acquisition Corporation II (AACT) filed an 8-K reporting a proposed business combination with Legacy Kodiak that would domesticate AACT to Delaware and rename it "Kodiak AI, Inc." The filing states that upon closing each issued Class A ordinary share will convert one-for-one into common stock of the new Delaware corporation. AACT filed a definitive proxy statement/prospectus on August 29, 2025, for an extraordinary general meeting to vote on the transaction; a press release dated September 23, 2025, is furnished as Exhibit 99.1. The filing discloses Non-Redemption Warrants exercisable into 7,606,666 shares and describes exercise-price adjustment mechanics to a floor of $8.00 (and later $6.00 under certain conditions). The parties note potential additional capital raises and list customary registration rights for shares underlying the Non-Redemption Warrants.
Ares Acquisition Corporation II (AACT) filed an 8-K describing material steps in its proposed business combination with Kodiak Robotics, Inc. AACT will domesticate from the Cayman Islands to Delaware and change its name to "Kodiak AI, Inc." at closing, at which point each AACT Class A ordinary share will convert one-for-one into Kodiak common stock. The filing describes a Series A Preferred Investment and PIPE transactions tied to closing, and discloses that the registration statement was declared effective and the proxy statement/prospectus was mailed on August 29, 2025.
The company set a Second Lien conversion price of $6.00 as of September 15, 2025; assuming conversions and based on AACTs $11.39 closing price on August 18, 2025, certain sponsor-affiliated loans would convert into 3,531,854 shares (~$40.2 million) and an officer/employee vehicle would receive 2,074,549 shares (~$23.6 million). An Extraordinary General Meeting to vote on the business combination is scheduled for September 23, 2025, at 9:00 a.m. ET, held in person and via webcast.
Ares Acquisition Corporation II filed an 8-K attaching an Investor Presentation dated August 25, 2025 regarding the previously announced proposed business combination with Kodiak Robotics, Inc. The presentation summarizes the expected benefits of the merger, market size estimates for commercial trucking and public sector applications, Kodiak's product and operational roadmap, and projected Driver-as-a-Service economics including assumptions around human driver costs and customer savings. The filing discloses a contemplated $100.0 million PIPE and notes the Registration Statement (File No. 333-287278) that will include a proxy statement/prospectus for shareholder voting. The document emphasizes forward-looking assumptions and lists numerous risks, including regulatory approvals, redemption levels by AACT public holders, supply chain and manufacturing risks, competition, and the possibility that the transaction benefits may not be realized.
Transaction and structure: This amended S-4 describes Ares Acquisition Corporation II's proposed business combination with Legacy Kodiak and the planned domestication of AACT from the Cayman Islands to Delaware, after which the combined company will be named "Kodiak AI, Inc."
Financing and redemption scenarios: As of August 18, 2025, PIPE investors have subscribed for $60.0 million of PIPE Stock, with a potential increase to $100.0 million not guaranteed. The filing models three redemption outcomes for Public Shares: No Redemption, 50% Redemption (24,679,856 shares; ~ $281.2 million at a $11.39 Redemption Price) and Maximum Redemption (49,359,712 shares; ~ $562.3 million at $11.39). Sponsor and private placement instruments, earn-outs and warrants are detailed, and certain sponsor loans may convert to warrants or equity.
Transaction and structure: This amended S-4 describes Ares Acquisition Corporation II's proposed business combination with Legacy Kodiak and the planned domestication of AACT from the Cayman Islands to Delaware, after which the combined company will be named "Kodiak AI, Inc."
Financing and redemption scenarios: As of August 18, 2025, PIPE investors have subscribed for $60.0 million of PIPE Stock, with a potential increase to $100.0 million not guaranteed. The filing models three redemption outcomes for Public Shares: No Redemption, 50% Redemption (24,679,856 shares; ~ $281.2 million at a $11.39 Redemption Price) and Maximum Redemption (49,359,712 shares; ~ $562.3 million at $11.39). Sponsor and private placement instruments, earn-outs and warrants are detailed, and certain sponsor loans may convert to warrants or equity.
AACT (Ares Acquisition Corporation II) proposes a business combination with Legacy Kodiak that includes a $2.5 billion base purchase price and multiple capital scenarios depending on redemptions. The filing discloses the April 25, 2023 overallotment sale and restatements of share amounts, and presents No Redemption, 50% Redemption (24,679,856 shares, ~$280.7 million at an $11.38 redemption price as of August 5, 2025) and Maximum Redemption (49,359,712 shares, ~$561.5 million at $11.38) scenarios. As of August 5, 2025, PIPE investors have subscribed for $60.0 million, with potential to increase to $100.0 million. The Sponsor converted 12,500,000 Class B to Class A shares, has provided $3.9 million in contributions and $1.2 million in working capital loans, and extended $5.0 million of Overfunding Loans. The proxy details Domestication to Delaware, proposed organizational documents, earn-out securities, closing conditions, registration and tax considerations, underwriting and deferred fees, and redemption risks that could prevent closing.
Alyeska Investment Group, L.P., Alyeska Fund GP, LLC and Anand Parekh report beneficial ownership of warrants to purchase 4,789,194 Class A ordinary shares of Ares Acquisition Corporation II (CUSIP G33033104), representing 7.74% of the outstanding ordinary shares on a basis of 61,859,712 shares outstanding per the issuer's 10-Q filed May 15, 2025. The filing states the warrants are held in the ordinary course of business and were not acquired to change or influence control. Signatures are dated August 14, 2025, and the event date triggering the filing is June 30, 2025.
Meteora Capital reports a significant passive stake in Ares Acquisition Corp II. The filing discloses beneficial ownership of 4,845,228 Class A shares, representing 7.83% of the Class A common stock. The shares are held through funds and managed accounts for which Meteora Capital serves as investment manager, and Vik Mittal is identified as the managing member of Meteora Capital.
The filing shows shared voting and shared dispositive power over the reported shares and no sole voting or dispositive power. The reporting persons certify the securities are held in the ordinary course of business and were not acquired to change or influence control of the issuer.