Kodiak AI, Inc. SEC Filings

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.

Kodiak AI, Inc. filed its Q3 2025 10‑Q reporting a significantly larger loss driven by financing and fair‑value items tied to its public listing. Revenue was $770 thousand, while operating expenses were $30.7 million, leading to a loss from operations of $29.97 million. After recognizing non‑operating charges — including losses on issuance of Series A preferred, common stock and warrants, and fair‑value changes on second‑lien loans and prior SAFEs — net loss reached $269.9 million for the quarter.

Cash and cash equivalents increased to $146.2 million as of September 30, 2025, supported by $145.0 million of Series A cumulative redeemable convertible preferred stock and proceeds from the reverse recapitalization with Ares Acquisition Corporation II. The company reported common stock warrants of $123.3 million as a liability and disclosed large Level 3 warrant and loan fair‑value measurements. Management states that recurring losses and expected cash needs raise substantial doubt about the company’s ability to continue as a going concern.

Kodiak AI, Inc. filed an 8‑K stating it furnished a press release announcing financial results for the period ended September 30, 2025. The release, dated November 12, 2025, is included as Exhibit 99.1 and incorporated by reference.

The company notes the information under Item 2.02, including Exhibit 99.1, is furnished and not deemed filed under Section 18 of the Exchange Act. Kodiak AI’s securities listed on Nasdaq include Class A common stock (symbol KDK) and redeemable warrants (symbol KDKRW) exercisable for one share at an exercise price of $9.28.

Kodiak AI, Inc. (KDK) received an amended Schedule 13G reporting changes in beneficial ownership by affiliates of Ares. Ares Acquisition Holdings II LP reports beneficial ownership of 26,800,000 securities, reflecting 12,500,000 shares of Common Stock and 14,300,000 private placement warrants exercisable at $11.50 per share that became exercisable on October 24, 2025, representing 13.7% of the class. The percentage is based on 181,207,392 shares outstanding as of September 24, 2025, as increased by the warrant shares.

AAC II Holdings II LP reports 3,591,627 shares, or 1.8% of the class. In aggregate, the Reporting Persons disclose 16,091,627 shares and 14,300,000 warrants, representing 15.5% of Kodiak AI’s Common Stock. The event date is September 30, 2025. Voting and dispositive power for each holder aligns with the reported share and warrant amounts.

Kodiak AI, Inc. (KDK) received an amended Schedule 13G filing from ARK Investment Management LLC and Catherine D. Wood reporting beneficial ownership of 2,255,006 shares of common stock, representing 1.24% of the class.

ARK reports sole voting and dispositive power over 2,255,006 shares. Catherine D. Wood reports shared voting and dispositive power over 2,255,006 shares and no sole power. The filing is Amendment No. 1 with a date of event of 10/31/2025. The certification states the securities were acquired and are held in the ordinary course of business and not to change or influence control of the issuer.

ARK Investment Management LLC and Catherine D. Wood disclosed a passive stake in Kodiak AI, Inc. (KDK) on a Schedule 13G. They report beneficial ownership of 919,593 shares of common stock, representing 5.11% of the class as of 09/30/2025.

ARK has sole voting and dispositive power over 919,593 shares. Catherine D. Wood is reported with shared voting and dispositive power over 919,593 shares and no sole power. The filing certifies the shares were acquired and are held in the ordinary course, not for the purpose of changing or influencing control. ARK notes no client has an interest over 5% in these securities except the ARK Autonomous Technology & Robotics ETF.