M&A - Ares Acquisition Corp II

Form Type: S-4

Filing Date: 2025-05-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525119920

Filing Summary: Ares Acquisition Corporation II (AACT) seeks to complete a business combination with Kodiak Robotics, Inc. The registration involves a domestication of AACT from the Cayman Islands to Delaware, after which it will be renamed Kodiak AI, Inc. This includes a merger with Kodiak, where AACT will become a wholly-owned subsidiary of Kodiak. Following the merger, all issued shares of AACT will convert into shares of Kodiak Common Stock, and existing warrants will be adjusted accordingly. The deal involves significant financial restructuring, including the issuance of 75 million shares of Common Stock under certain performance milestones for Legacy Kodiak's shareholders. Key financial covenants and conditions must be met, as well as vote approvals from AACT's shareholders to finalize the transaction. Additional financing efforts include subscription agreements with PIPE investors that have committed $60 million towards the transaction, with a potential discount for larger investors. The preliminary proxy statement/prospectus provides detailed terms surrounding shareholder conversions, cash contributions, and the reorganization of shareholdings of the newly formed entity.

Form Type: 425

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525115065

Filing Summary: On May 7, 2025, Ares Acquisition Corporation II (AACT) and Kodiak Robotics, Inc. (Kodiak) announced a proposed business combination. Multiple posts made by Kodiak's executives on social media platforms discussed this combination, indicating a strong commitment to the merger and future prospects. The communication includes forward-looking statements reflecting management's expectations regarding the benefits of this combination, risks, uncertainties, and potential impacts on both companies. AACT and Kodiak plan to file a Registration Statement with the SEC that will include a prospectus on the combined company's securities and a preliminary proxy statement for AACT shareholders regarding the vote on the proposed merger. The announcement emphasizes the necessity for security holders to read all related materials thoroughly to make informed voting decisions, as they will contain crucial information about the proposed business combination.

Form Type: 425

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525115068

Filing Summary: On May 7, 2025, Kodiak Robotics, Inc. announced the appointment of Ken Goldman and Kristin Sverchek to its board of directors as part of its preparations for a public listing via a business combination with Ares Acquisition Corporation II (NYSE: AACT). Ken Goldman, a seasoned financial executive with extensive experience as CFO for several public companies, brings over 40 years of leadership experience, including significant roles on boards and in managing companies through IPOs. Kristin Sverchek, a former executive at Lyft who played a pivotal role in its IPO, adds valuable experience in corporate governance and high-growth tech industries. This strategic move is intended to enhance Kodiak's leadership and maximize shareholder value as it transitions to a public company. The proposed merger with Ares Acquisition Corporation II is expected to close in the second half of 2025, subject to shareholder approvals and customary closing conditions. Upon completion, the new entity will be named Kodiak AI, Inc., with its common stock and public warrants traded under the ticker symbols KDK and KDK WS, respectively.

Form Type: 425

Filing Date: 2025-05-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525113893

Filing Summary: Ares Acquisition Corporation II (AACT) is moving forward with a proposed business combination with Kodiak Robotics, Inc. The communication outlines details relevant to employees of Kodiak regarding their outstanding stock options and the anticipated changes as a result of the merger. The merger is subject to various closing conditions, including regulatory approvals and the approval of AACT's shareholders. Specifically, stock options held by employees will be converted into options to acquire shares of the combined entity, with terms adjusted based on the exchange ratio detailed in the Business Combination Agreement. As part of the merger, employees will also have opportunities for additional equity through earnout restricted stock units contingent on service and performance milestones. The document serves as a comprehensive FAQ addressing employee concerns regarding equity treatment during the merger process, tax implications related to stock options and earnout units, and a description of the registration statement to be filed with the SEC for the proposed business combination.

Form Type: 425

Filing Date: 2025-05-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525113903

Filing Summary: On May 6, 2025, Ares Acquisition Corporation II (AACT) held a town hall meeting to discuss the proposed business combination with Kodiak Robotics, Inc. This combination will lead to Kodiak becoming a publicly listed company under the ticker symbol 'KDK'. The document outlines forward-looking statements regarding the business combination, including expectations for future performance, market position, and operational strategies. It details the structure of the equity conversion for Kodiak's existing options into AACT common stock, preservation of equity awards and treatment upon closing, including potential tax implications. A registration statement on Form S-4 will be filed with the SEC, including a prospectus for the combined entity. Participants in the solicitation process will also be identified, and the communication specifies the nature of the information contained within, urging security holders to read the proxy statement and accompanying documents once they become available. Overall, the document emphasizes the benefits of the merger, the tax considerations involved, and the expected operational integration of the two entities.

Form Type: 425

Filing Date: 2025-04-22

Corporate Action: Merger

Type: New

Accession Number: 000119312525087821

Filing Summary: On April 22, 2025, Ares Acquisition Corporation II announced preliminary redemption results related to an extraordinary general meeting intended to extend the time allowed for a business combination with Kodiak Robotics, Inc. Approximately 640,288 Class A ordinary shares, representing 1.3% of public shares, were redeemed for cash from the trust account. If the extension is approved, an estimated $550 million will remain in the trust account following the meeting. The anticipated business combination with Kodiak is expected to close in the second half of 2025, pending shareholder approvals and other conditions. The company disclosed previous agreements with its Sponsor regarding ongoing financial contributions to support the trust account, and a proxy statement/prospectus will be filed with the SEC to provide further details to shareholders.

Form Type: 8-K

Filing Date: 2025-04-22

Corporate Action: Merger

Type: New

Accession Number: 000119312525087820

Filing Summary: On April 22, 2025, Ares Acquisition Corporation II issued a press release announcing preliminary redemption results for an extraordinary general meeting scheduled for the same day at 4:00 PM Eastern Time. The meeting aims to discuss the proposed business combination with Kodiak Robotics, Inc. The document contains forward-looking statements regarding expectations and potential future events related to the merger. It highlights the timing and potential outcomes of the business combination, including the implications for capital structure and shareholder approvals. A registration statement on Form S-4 is expected to be filed with the SEC in connection with the transactions, along with a prospectus and a preliminary proxy statement for the voting on the proposed combination. Shareholders are encouraged to review these materials carefully once available, as they will contain crucial information regarding the business combination. The filing also includes implications concerning upcoming communicated documents and participation details for related parties in the solicitation process.

Form Type: DEFA14A

Filing Date: 2025-04-22

Corporate Action: Merger

Type: New

Accession Number: 000119312525087824

Filing Summary: On April 22, 2025, Ares Acquisition Corporation II announced preliminary redemption results in connection with an extraordinary general meeting where shareholders would vote on an extension to consummate a business combination with Kodiak Robotics, Inc. 640,288 Class A ordinary shares were redeemed, constituting approximately 1.3% of shares held by public shareholders. As a result of the redemptions, approximately $550 million is estimated to remain in the trust account. If the extension is approved, 61,859,712 Class A ordinary shares will be outstanding post-redemptions. Additionally, the Sponsor agreed to monthly deposits of $0.02 per outstanding Class A Share, excluding those held by the Sponsor, to the trust account if the extension is approved, with contributions starting April 25, 2025. The business combination with Kodiak is expected to close in the second half of 2025, pending shareholder approval and customary closing conditions.

Form Type: 8-K

Filing Date: 2025-04-16

Corporate Action: Merger

Type: New

Accession Number: 000119312525082209

Filing Summary: On April 16, 2025, Ares Acquisition Corporation II (AACT) and Ares Acquisition Holdings II LP (the Sponsor) entered into an agreement whereby the Sponsor will make monthly deposits into AACT's trust account at a rate of $0.02 for each outstanding Class A ordinary share held, except for shares held by the Sponsor upon conversion of Class B ordinary shares. In exchange, AACT will issue a non-interest bearing, unsecured promissory note to the Sponsor. A special meeting is scheduled for April 22, 2025, where shareholders will vote on an Extension Amendment Proposal to extend the deadline for completing a business combination from April 25, 2025, to January 26, 2026. Additionally, the Sponsor intends to convert 12,500,000 Class B ordinary shares into Class A ordinary shares prior to or concurrently with the shareholder meeting, resulting in a total of 62,500,000 Class A shares outstanding if no redemptions occur. The shares issued upon conversion will not be registered under the Securities Act, and a press release regarding these contributions was issued on the same date.

Form Type: 425

Filing Date: 2025-04-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525079734

Filing Summary: On April 14, 2025, Ares Acquisition Corporation II entered into a Business Combination Agreement with Kodiak Robotics Inc. and AAC II Merger Sub, Inc. to merge, whereby Kodiak will become a wholly-owned subsidiary of Ares Acquisition Corporation II, which will change its name to Kodiak AI, Inc. The merger is approved by the boards of directors of all parties and is expected to be completed in the second half of 2025, contingent on shareholder approval and customary closing conditions. The agreement outlines equity securities conversions, shareholder considerations, and the structure of the new corporation’s board. Kodiak securityholders may also receive up to 75,000,000 additional shares based on specified performance milestones.

Form Type: 425

Filing Date: 2025-04-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525080291

Filing Summary: On April 14, 2025, Ares Acquisition Corporation II (AACT) announced a definitive agreement to merge with Kodiak Robotics, Inc., aiming to finalize the business combination in the second half of 2025. This combination will allow Kodiak to go public, supported by Ares Management Corporation. The merger is expected to enhance Kodiak's operational strategy and shareholder value. AACT, a SPAC, will facilitate Kodiak's market entry. The document emphasizes the importance of securing regulatory approvals for the merger and encourages stakeholders to read upcoming filings related to the transaction. Forward-looking statements are included, outlining potential risks and uncertainties associated with the merger, as well as a disclaimer regarding future predictions and the necessity of reading detailed documents once available.

Form Type: 425

Filing Date: 2025-04-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525080292

Filing Summary: On April 14, 2025, Ares Acquisition Corporation II ("AACT") published posts regarding a proposed business combination with Kodiak Robotics, Inc. The communication included forward-looking statements about expectations for future performance, the market for Kodiak's products, and operational plans. It detailed various risks associated with the merger, including regulatory approval and market conditions. AACT and Kodiak plan to file a Registration Statement on Form S-4 with the SEC, which will include a prospectus about the combined company's securities and a preliminary proxy statement for AACT shareholders. Those affected are encouraged to read the full documents once available for essential information about the merger. The communication emphasized that it does not constitute a solicitation or offer for securities.

Form Type: 425

Filing Date: 2025-04-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525080294

Filing Summary: Ares Acquisition Corporation II filed this communication to announce a proposed business combination with Kodiak Robotics, Inc., a provider of AI-powered autonomous vehicle technology. The business combination is intended to allow Kodiak to become a publicly-listed company. Kodiak aims to capitalize on a significant market opportunity in commercializing driverless trucking. The combined entity will be named Kodiak AI, Inc., and is expected to trade under the ticker symbols KDK and KDK WS upon closing. The merger requires stockholder approval and the satisfaction of customary closing conditions, with significant expectations surrounding Kodiak’s future performance and market potential. This announcement serves as a precursor to the forthcoming SEC filing of a Registration Statement on Form S-4, which will include information essential for shareholders regarding the business combination.

Form Type: 425

Filing Date: 2025-04-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525080297

Filing Summary: Ares Acquisition Corporation II has announced a proposed business combination with Kodiak Robotics, Inc., led by CEO Don Burnette. The merger aims to facilitate Kodiak's transition to a publicly traded company through the Special Purpose Acquisition Company (SPAC) model. Over $110 million has been committed by institutional investors, complementing AACT's existing funds of up to $551 million in a trust account. The business combination is expected to close in the second half of 2025, pending SEC review and shareholder approval. The transition to public company status will require Kodiak to adapt to increased scrutiny and heightened expectations. Kodiak's management emphasizes the importance of confidentiality during this preparatory phase and encourages employees to remain focused on their roles and responsibilities as the merger progresses. The communication highlights various operational aspects and potential future challenges associated with this merger, including risks related to business performance and market conditions.

Form Type: 425

Filing Date: 2025-04-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525080300

Filing Summary: On April 14, 2025, Ares Acquisition Corporation II announced a proposed business combination with Kodiak Robotics, Inc. during an investor webcast featuring executives from both companies. The merger aims to capitalize on the rapidly growing autonomous trucking market, which has an estimated total addressable market exceeding $4 trillion globally. Kodiak, known for its deployment of driverless trucks, has the potential for significant revenue growth, highlighted by a guaranteed order for 100 trucks from Atlas Energy Solutions, which is projected to generate $23-30 million in annual recurring revenue. The merger leverages Ares’ robust financial backing, with over $550 million in cash available and additional commitments of over $110 million from investors. The leadership of both companies presents a strong background in autonomous technology and logistics, positioning Kodiak as a leader in addressing industry challenges such as driver shortages and rising operational costs. The presentation emphasized Kodiak’s operational achievements, including 750 hours of paid driverless operations, and a commitment to safety and regulatory compliance. The merger’s valuation of Kodiak at $2.5 billion offers what Ares considers an attractive investment opportunity amidst current market conditions.

Form Type: 425

Filing Date: 2025-04-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525080306

Filing Summary: On April 14, 2025, posts were published on various social media platforms by key executives of Kodiak Robotics, Inc. regarding a proposed business combination between Kodiak and Ares Acquisition Corporation II (AACT). The posts were made by Don Burnette (CEO), Jordan Coleman (Chief Legal & Policy Officer), Michael Wiesinger (COO), Andreas Wendel (CTO), and Eric Chow (CFO) to communicate their intentions and reinforce the collaborative efforts surrounding the upcoming merger. The document outlines a series of forward-looking statements reflecting expectations and potential risks associated with the business combination, including market conditions, regulatory approvals, and the anticipated benefits of the merger for shareholders. AACT and Kodiak plan to file a Registration Statement on Form S-4 with the SEC, which will contain a prospectus for the combined company, and shareholders are encouraged to read all related documents carefully. The communication also indicates there will be proxy materials prepared for the AACT shareholder meeting to vote on the merger, stressing the importance of informed voting decisions.

Form Type: 8-K

Filing Date: 2025-04-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525079657

Filing Summary: On April 14, 2025, Ares Acquisition Corporation II entered into a Business Combination Agreement with Kodiak Robotics Inc. and AAC II Merger Sub, Inc. The Business Combination will result in a merger where Merger Sub will merge into Kodiak, with Kodiak continuing as the surviving entity. As part of the transaction, Ares Acquisition Corporation II will migrate and domesticate as a Delaware corporation named Kodiak AI, Inc. The agreement has been unanimously approved by the boards of all parties involved and is expected to close in the second half of 2025, pending shareholder approval and the satisfaction of customary conditions. A notable feature of the agreement includes the potential issuance of up to 75 million shares of common stock as earn out securities to Kodiak securityholders based on specific performance milestones. The completion of the Business Combination is contingent upon shareholder approval and fulfillment of other closing conditions, including necessary regulatory approvals and the effectiveness of a related registration statement with the SEC. A Sponsor Support Agreement was also signed, wherein the Sponsor agrees to vote in favor of the transaction and against alternative proposals. The agreement covers various aspects including board composition, cash contribution to Kodiak, and lock-up restrictions for shares post-transaction.