--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-118586" form_type: "8-K" ticker: "KDK" cik: "0001853138" company_name: "Kodiak AI, Inc." filed_at: "2023-04-26T23:59:59+00:00" generated_at: "2026-06-16T13:40:26.802041+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # Ares Acquisition Corp II closes $500M IPO; $505M deposited into trust for business combination ## Summary - IPO of 50M units at $10/unit, each unit consisting of one Class A ordinary share and one-half redeemable warrant. - Sponsor purchased 14.3M private placement warrants at $1.00 each, generating $14.3M in proceeds. - Total $505M deposited into trust account from IPO proceeds, private placement, and a $5M sponsor loan. - Company has 24 months from closing to complete an initial business combination or will redeem public shares. - Amended and restated memorandum and articles of association adopted in connection with the IPO. ## SEC filing metadata - accession: 0001193125-23-118586 - form_type: 8-K - ticker: KDK - cik: 0001853138 - company_name: Kodiak AI, Inc. - filed_at: 2023-04-26T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 1.01, 3.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1853138/000119312523118586/0001193125-23-118586-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1853138/000119312523118586/d385718d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-118586 - JSON: https://secwatch.observer/filing/0001193125-23-118586.json - Plain text: https://secwatch.observer/filing/0001193125-23-118586.txt ## Key facts - Governance Changes Kodiak AI, Inc.: Adopted Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2023-04-20). - Change: charter amendment - Effective: 2023-04-20 source text: Item 5.03. Amendments to Memorandum and Articles of Association. On April 20, 2023, and in connection with the IPO, the Company adopted an Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein. evidence_url: https://www.sec.gov/Archives/edgar/data/1853138/000119312523118586/0001193125-23-118586-index.htm - Material Agreements Kodiak AI, Inc. entered into Warrant Agreement with Continental Stock Transfer & Trust Company (effective 2023-04-20). - Action: entry - Counterparty: Continental Stock Transfer & Trust Company - Effective: 2023-04-20 source text: • a Warrant Agreement, dated April 20, 2023, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), which sets forth the expiration and exercise price of and procedure for exercising the Warrants; certain adjustment features of the terms of exercise; provisions relating to redemption and cashless exercise of the Warrants; certain registration rights of the holders of Warrants; provision for amendments to the Warrant Agreement; and indemnification of the warrant agent by the Company under the agreement; evidence_url: https://www.sec.gov/Archives/edgar/data/1853138/000119312523118586/0001193125-23-118586-index.htm - Material Agreements Kodiak AI, Inc. entered into Registration and Shareholder Rights Agreement with Ares Acquisition Holdings II LP (effective 2023-04-20). - Action: entry - Counterparty: Ares Acquisition Holdings II LP - Effective: 2023-04-20 source text: • a Registration and Shareholder Rights Agreement, dated April 20, 2023, between the Company and the Sponsor, which provides for customary demand and piggy-back registration rights for the Sponsor as well as certain transfer restrictions applicable to the Sponsor with respect to the Company’s securities, and, upon and following consummation of our initial business combination, the right of the Sponsor to nominate three individuals for election to the Company’s board of directors; evidence_url: https://www.sec.gov/Archives/edgar/data/1853138/000119312523118586/0001193125-23-118586-index.htm - Material Agreements Kodiak AI, Inc. entered into Private Placement Warrants Purchase Agreement with Ares Acquisition Holdings II LP valued at $1.00 per warrant (effective 2023-04-20). - Action: entry - Agreement: equity purchase - Counterparty: Ares Acquisition Holdings II LP - Value: $1.00 per warrant - Effective: 2023-04-20 source text: • a Private Placement Warrants Purchase Agreement, dated April 20, 2023, between the Company and Ares Acquisition Holdings II LP (the “Sponsor”), pursuant to which the Sponsor purchased 14,300,000 private placement warrants, each exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant (the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”); evidence_url: https://www.sec.gov/Archives/edgar/data/1853138/000119312523118586/0001193125-23-118586-index.htm - Material Agreements Kodiak AI, Inc. entered into Investment Management Trust Agreement with Continental Stock Transfer & Trust Company (effective 2023-04-20). - Action: entry - Agreement: equity purchase - Counterparty: Continental Stock Transfer & Trust Company - Effective: 2023-04-20 source text: • an Investment Management Trust Agreement, dated April 20, 2023, between the Company and Continental Stock Transfer & Trust Company, as trustee, which establishes the trust account that will hold the net proceeds of the IPO, certain of the proceeds of the sale of the Private Placement Warrants and the proceeds from the Overfunding Loans (as defined below), and sets forth the responsibilities of the trustee; the procedures for withdrawal and direction of funds from the trust account; and indemnification of the trustee by the Company under the agreement; evidence_url: https://www.sec.gov/Archives/edgar/data/1853138/000119312523118586/0001193125-23-118586-index.htm - Material Agreements Kodiak AI, Inc. entered into Underwriting Agreement with Citigroup Global Markets Inc. and UBS Securities LLC (effective 2023-04-20). - Action: entry - Agreement: underwriting - Counterparty: Citigroup Global Markets Inc. and UBS Securities LLC - Effective: 2023-04-20 source text: • an Underwriting Agreement, dated April 20, 2023, among the Company and Citigroup Global Markets Inc. and UBS Securities LLC, as representatives of the underwriters named in Schedule I therein, which contains customary representations and warranties and indemnification of the underwriter by the Company; evidence_url: https://www.sec.gov/Archives/edgar/data/1853138/000119312523118586/0001193125-23-118586-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.