Ares Acquisition Corp II Files 8-K: Material Agreement, Equity Sales

TL;DR

AACTU filed an 8-K on 9/15/25 - looks like a big deal is happening.

AI Summary

On September 15, 2025, Ares Acquisition Corp II (AACTU) filed an 8-K detailing a material definitive agreement. The filing also covers unregistered sales of equity securities and Regulation FD disclosures, indicating significant corporate actions are underway.

Why It Matters

This filing signals a significant development for Ares Acquisition Corp II, potentially involving a merger, acquisition, or other material transaction that could impact its shareholders.

Risk Assessment

Risk Level: medium — The filing of an 8-K with material definitive agreements and unregistered equity sales suggests potential corporate actions that carry inherent risks and require further investigation.

Key Players & Entities

• Ares Acquisition Corp II (company) — Registrant
• September 15, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — f one Class A Ordinary Share, par value $0.0001 per share, and one-half of one redeemab
• $11.50 — Ordinary Share at an exercise price of $11.50 AACT WS New York Stock Exchange In
• $145 million — tors for an aggregate purchase price of $145 million. One of such Preferred Investors previo
• $50 million — ment for an aggregate purchase price of $50 million in connection with AACT's previously an
• $1,200 — erred Stock will have a stated value of $1,200 (the " Stated Value "). Pursuant to t
• $12 — The conversion price will initially be $12.00, subject to adjustments for stock di
• $8.00 — volume weighted average price and (ii) $8.00. Further, if the trailing 45-day volume
• $6.00 — volume weighted average price and (ii) $6.00. Put Rights : Unless prohibited by ap
• $12.00 — ach Warrant is initially exercisable at $12.00 per share of Kodiak Common Stock, which
• $11.39 — of the AACT Class A Ordinary Shares of $11.39 on the New York Stock Exchange ("NYSE")
• $40.2 million — aggregate market value of approximately $40.2 million. Additionally, an officer of AACT and a
• $23.6 million — aggregate market value of approximately $23.6 million based upon the closing price of $11.39
• $155.0 million — 8, 2025. (2) Assumes completion of a $155.0 million of PIPE Investment and Series A Preferr
• $10.0 million — Preferred Investment consisting of: (i) $10.0 million of Kodiak Common Stock priced at the Re
• $145.0 million — he Redemption Price per share; and (ii) $145.0 million of Kodiak Series A Preferred Stock pric

Filing Documents

• d945093d8k.htm (8-K) — 181KB
• d945093dex31.htm (EX-3.1) — 158KB
• d945093dex41.htm (EX-4.1) — 29KB
• d945093dex101.htm (EX-10.1) — 361KB
• d945093dex102.htm (EX-10.2) — 13KB
• d945093dex991.htm (EX-99.1) — 30KB
• g945093g0915111943707.jpg (GRAPHIC) — 4KB
• g945093g0915111943816.jpg (GRAPHIC) — 6KB
• 0001193125-25-202878.txt ( ) — 1127KB
• aactu-20250915.xsd (EX-101.SCH) — 5KB
• aactu-20250915_def.xml (EX-101.DEF) — 15KB
• aactu-20250915_lab.xml (EX-101.LAB) — 25KB
• aactu-20250915_pre.xml (EX-101.PRE) — 16KB
• d945093d8k_htm.xml (XML) — 8KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 15, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 245 Park Avenue , 44th Floor New York , New York 10167 (Address of principal executive offices) (Zip Code) (310) 201-4100 (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 Units, each consisting of one Class A Ordinary Share, par value $0.0001 per share, and one-half of one redeemable warrant AACT.U New York Stock Exchange Class A Ordinary Shares, par value $0.0001 per share AACT New York Stock Exchange Redeemable warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 AACT WS New York Stock Exchange 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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). 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. Item1.01. Entry Into a Material Definitive Agreement. Series A Preferred Investment On September 15, 2025, in connection with a financing effort related to the previously announced proposed business combination (the " proposed business combination ") between Kodiak Robotics, Inc. (" Legacy Kodiak ") and Ares Acquisition Corporation II (" AACT "), AACT may opportunistically enter into subscription agreements with certain institutional and accredited investors (each, a " Preferred Investor " and each subscription agreement a " Subscription Agreement "). Pursuant to the Subscription Agreements, the Preferred Investors agreed or will agree, subject to the terms and conditions set forth in the Subscription Agreements, and following the Domestication (as defined below), to subscribe for and purchase from Kodiak (as defined below) shares of Kodiak Series A Preferred Stock and PIPE Warrants (each as defined below). Such transactions are referred to as the "Series A Preferred Investment." The closing of the Series A Preferred Investment is conditioned upon, among other things, the completion or concurrent consummation of the proposed business combination. As of September 15, 2025, AACT has entered into a Subscription Agreement with certain Preferred Investors for an aggregate purchase price of $145 million. One of such Preferred Investors previously entered into a subscription agreement for an aggregate purchase price of $50 million in connection with AACT's previously announced common stock PIPE investment, which was amended and restated in the form of a Subscription Agreement in connection with the Preferred Investor's Series A Preferred Investment. As a result of such amendment and restatement, the obligation of such Preferred Investors to purchase the $50 million of common stock PIPE investment was replaced with the obligation to purchase the Series A Preferred Stock and PIPE Warrants. AACT reserves the right to raise incremental proceeds in connection with the Series A Preferred Investment. As previously announced, AACT, Legacy Kodiak and AAC II Merger Sub, Inc., a Delaware corporation (" Merger Sub "), have entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the " Business Combination Agreement "), in connection with the proposed business combination. Pursuant to the terms of the Business Combination Agreement, subject to obtaining the required shareholder approvals and at least one day prior to the time of the closing (the " Closing ," and the date on which the Closin

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View this 8-K filing on SEC EDGAR