[8-K/A] Kodiak AI, Inc. Amends Material Event Report

Rhea-AI Filing Summary

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.

Common stock, par value $0.0001 per share KDK NASDAQ 0001853138 0001853138 2025-09-24 2025-09-24 0001853138 us-gaap:WarrantMember 2025-09-24 2025-09-24 0001853138 us-gaap:CommonStockMember 2025-09-24 2025-09-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 2

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 $9.28		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”), as amended by that Amendment No. 1 to the Current Report on Form 8-K/A filed on October 10, 2025, 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. 2 to the Original Form 8-K is being filed solely to provide updated unaudited pro forma condensed combined financial information of the Company that, among other things, incorporates updates relating to the Company’s financial results for the quarter ended September 30, 2025. Except as provided herein, no other information contained in the Original Form 8-K is amended or supplemented by this Amendment No. 2.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined financial information of the Company for the nine months ended September 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 for the nine months ended September 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: November 13, 2025

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

FAQ

What did Kodiak AI (KDK) file?

An Amendment No. 2 to Form 8-K/A providing updated unaudited pro forma condensed combined financial information.

What periods do the updated pro formas cover for KDK?

They cover the nine months ended September 30, 2025 and the year ended December 31, 2024.

Why were the pro formas updated for Kodiak AI?

They incorporate updates relating to the Company’s financial results for the quarter ended September 30, 2025.

Does this amendment change other previously filed information?

No. Except for the updated pro forma financial information, no other information from the prior 8-K filings is amended.

What transaction do these pro formas relate to?

They relate to the consummated business combination between Ares Acquisition Corporation II and Kodiak Robotics, Inc.

What are Kodiak AI’s Nasdaq tickers and warrant terms?

Common stock trades as KDK; redeemable warrants trade as KDKRW, each exercisable for one share at an exercise price of $9.28.