Kodiak AI Reports Material Agreements and Control Changes

TL;DR

Kodiak AI's 8-K shows major shifts: acquisition done, control changed, and a potential delisting warning.

AI Summary

Kodiak AI, Inc. filed an 8-K on September 30, 2025, reporting several material events. These include entering into a material definitive agreement, completion of an acquisition, notice of potential delisting, unregistered sales of equity securities, and changes in control. The company also announced changes in its certifying accountant and amendments to its articles of incorporation.

Why It Matters

This 8-K filing indicates significant corporate actions at Kodiak AI, Inc., including potential delisting and changes in control, which could impact its stock and future operations.

Risk Assessment

Risk Level: high — The filing mentions a 'Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard,' indicating significant financial or operational distress.

Key Players & Entities

• Kodiak AI, Inc. (company) — Filer
• 0001853138 (company) — Central Index Key
• 20250924 (date) — Date of Name Change
• 20250930 (date) — Filing Date

FAQ

Key Financial Figures

• $0.0001 — ich registered Common stock, par value $0.0001 per share KDK The Nasdaq Stock Mark
• $11.50 K — of common stock at an exercise price of $11.50 KDKRW The Nasdaq Stock Market LLC Indi
• $11.50 — Ordinary Share at an exercise price of $11.50 (each, an " AACT Public Warrant "), and
• $0.000001 — ) each share of common stock, par value $0.000001 per share, of Legacy Kodiak (" Legacy K
• $1.88 — at a weighted average exercise price of $1.88 per share. No fractional shares of Comm
• $18.00 — price of Common Stock equals or exceeds $18.00 per share, subject to adjustments as se
• $23.00 — price of Common Stock equals or exceeds $23.00 per share, subject to adjustments as se
• $28.00 — price of Common Stock equals or exceeds $28.00 per share, subject to adjustments as se
• $60.0 million — ) for an aggregate commitment amount of $60.0 million (the " PIPE Investment "). In addition,
• $145.0 million — t ") for an aggregate purchase price of $145.0 million. Pursuant to the Preferred Subscription
• $12.00 — ach initially exercisable at a price of $12.00 per share (a " PIPE Warrant "). Such tr
• $50.0 million — ment for an aggregate purchase price of $50.0 million in connection with a commitment to purc
• $10.0 million — th the Closing, certain PIPE Investors' $10.0 million aggregate subscription amount was deeme
• $28.3 million — h Legacy Kodiak to provide financing of $28.3 million in the form of convertible loans (the "
• $20.0 million — each a " Second Lien Loan "), including $20.0 million from an affiliate of the SPAC Sponsor (

Filing Documents

• d933659d8k.htm (8-K) — 244KB
• d933659dex31.htm (EX-3.1) — 158KB
• d933659dex32.htm (EX-3.2) — 36KB
• d933659dex33.htm (EX-3.3) — 187KB
• d933659dex44.htm (EX-4.4) — 16KB
• d933659dex108.htm (EX-10.8) — 148KB
• d933659dex109.htm (EX-10.9) — 133KB
• d933659dex1015.htm (EX-10.15) — 333KB
• d933659dex1016.htm (EX-10.16) — 114KB
• d933659dex1017.htm (EX-10.17) — 83KB
• d933659dex1018.htm (EX-10.18) — 33KB
• d933659dex1019.htm (EX-10.19) — 32KB
• d933659dex1020.htm (EX-10.20) — 21KB
• d933659dex1021.htm (EX-10.21) — 373KB
• d933659dex1025.htm (EX-10.25) — 57KB
• d933659dex161.htm (EX-16.1) — 2KB
• d933659dex162.htm (EX-16.2) — 2KB
• d933659dex991.htm (EX-99.1) — 344KB
• 0001193125-25-225299.txt ( ) — 2999KB
• kdk-20250924.xsd (EX-101.SCH) — 3KB
• kdk-20250924_def.xml (EX-101.DEF) — 16KB
• kdk-20250924_lab.xml (EX-101.LAB) — 27KB
• kdk-20250924_pre.xml (EX-101.PRE) — 17KB
• d933659d8k_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 24, 2025 Kodiak AI, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41691 98-1592112 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 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) Ares Acquisition Corporation II 245 Park Avenue , 44 th Floor New York , New York 10167 (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 $11.50 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. INTRODUCTORY NOTE Unless the context otherwise requires, "we," "us," "our," "Kodiak" and the "Company" refer to Kodiak AI, Inc., a Delaware corporation (f/k/a Ares Acquisition Corporation II, a Cayman Islands exempted company), and its consolidated subsidiaries following the Closing (as defined below)). Unless the context otherwise requires, references to "AACT" refer to Ares Acquisition Corporation II, a Cayman Islands exempted company, prior to the Closing. All references herein to the "Board" refer to the board of directors of the Company. Terms used in this Current Report on Form 8-K (this " Report ") but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the Proxy Statement/Prospectus (as defined below) in the section titled " Frequently Used Terms " beginning on page iii thereof, and such definitions are incorporated herein by reference. On September 24, 2025 (the " Closing Date "), we consummated the previously announced business combination pursuant to that certain Business Combination Agreement, dated April 14, 2025 (the " Business Combination Agreement "), by and among AACT, AAC II Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of AACT (" Merger Sub "), and Kodiak Robotics, Inc., a Delaware corporation (" Legacy Kodiak "). The Business Combination Agreement and related transactions were approved at an extraordinary general meeting of AACT's shareholders held on September 23, 2025 (the " Extraordinary General Meeting "). Pursuant to the terms of the Business Combination Agreement and as described in the section titled " Domestication Proposal " beginning on page 166 of the final prospectus and definitive proxy statement, dated August 29, 2025 (as supplemented by that certain Proxy Statement/Prospectus Supplement No. 1, dated September 15, 2025 (" Supplement No. 1 "), and that certain Proxy Statement/Prospectus Supplement No. 2, dated September 23, 2025, the " Proxy Statement/Prospectus ") and filed with the Securities and Exchange Commission (the " SEC "), on September 23, 2025, AACT changed its jurisdiction of incorporation by deregistering as an exempted company registered under the laws of the Cayman Islands and registering AACT by way of continuation and domestication as a corporation incorporated under the laws of the State of Delaware in accordance with the Plan of Domestication included as Annex B of the Proxy Statement/Prospectus (the " Domestication "). Upon effectiveness of the Domestication, AACT changed its name to "Kodiak AI, Inc.," and on September 24, 2025, a business combination between AACT and Legacy Kodiak was effected through the merger of Merger Sub with and into Legac

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