Kodiak AI, Inc.

As filed with the Securities and Exchange Commission on October 10, 2025

Registration

No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

REGISTRATION STATEMENT

Under

The Securities Act of 1933

KODIAK AI, INC.

(Exact name of registrant as specified in its charter)

1049 Terra Bella Avenue

Mountain View, California 94043

209-8005

(Address, including zip code, and telephone number, including area code, of registrant’s executive offices)

Jordan Coleman

Chief Legal and Policy Officer

1049 Terra Bella Avenue

Mountain View, California 94043

209-8005

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jeffrey Saper

Melissa Rick

Austin March

Wilson Sonsini Goodrich & Rosati, P.C.

650 Page Mill Road

Palo Alto, CA 94304

493-9300

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, nor does it seek an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.

184,793,179 Shares of Common Stock

14,300,000 Warrants to Purchase Shares of Common Stock

This prospectus relates to the issuance by us, and the resale by the selling securityholders identified in this prospectus (the “Selling Securityholders”), of (i) up to 46,289,055 shares of our Common Stock, par value $0.0001 per share (“Common Stock”), issuable upon conversion of our 9.99% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock” and upon conversion to Common Stock, the “Preferred Conversion Shares”), each share of which is convertible into Common Stock based on its Stated Value (as defined below), at an initial conversion price of $12.00, with the Stated Value and conversion price each being subject to adjustments, purchased by certain institutional and accredited investors (each, a “Preferred Investor”) in a private placement that closed concurrently with the Business Combination (as defined elsewhere in this prospectus), at an original purchase price of $1,020.00 per share with an original stated value of $1,200 per share (the “Stated Value”) (such private placement investments collectively, the “Series A Preferred Investment”), (ii) up to 24,999,990 shares of Common Stock (the “Public Warrant Shares”) issuable upon the exercise of an aggregate of 24,999,990 redeemable warrants (the “Public Warrants”), each of which is exercisable at a price of $11.50 per share, which resulted from the separation into its component securities of the units (“Units”) sold in the initial public offering (the “IPO”) of Ares Acquisition Corporation II, our legal predecessor and a Cayman Islands exempted company incorporated with limited liability (“AACT”), at an offering price of $10.00 per Unit, (iii) up to 15,568,887 shares of Common Stock (the “Earn Out Shares”) issuable to certain securityholders (the “Legacy Kodiak Securityholders”), who held securities of Kodiak Robotics, Inc., a Delaware corporation (such entity prior to the Business Combination, “Legacy Kodiak” and after the Business Combination, “Kodiak OpCo”), prior to the Business Combination, upon the achievement of certain milestones during the Earnout Period (as defined elsewhere in this prospectus), (iv) up to 17,769,375 shares of Common Stock (the “PIPE Warrant Shares”) issuable upon the exercise of an aggregate of 17,769,375 warrants (the “PIPE Warrants”) issued for no additional consideration to the Preferred Investors in connection with the Series A Preferred Investment, each of which is exercisable for Common Stock at an initial price of $12.00 per share, subject to certain adjustments, (v) up to 14,300,000 shares of our Common Stock (the “Private Placement Warrant Shares”), issuable upon the exercise of an aggregate of 14,300,000 warrants (the “Private Placement Warrants”), each of which is exercisable at a price of $11.50 per share, that were purchased by Ares Acquisition Holdings II LP (the “SPAC Sponsor”) in a private placement that closed simultaneously with the consummation of the IPO at a price of $1.00 per warrant and (vi) up to 7,606,666 shares of Common Stock (the “Non-Redemption Agreement Warrant Shares”) issuable upon the exercise of an aggregate of 7,606,666 warrants (the “Non-Redemption Agreement Warrants” and together with the PIPE Warrants, Private Placement Warrants and the Public Warrants, the “Warrants”), issued on substantially the same form as the PIPE Warrants pursuant tonon-redemption agreements with certain unaffiliated third-party holders of AACT Class A Ordinary Shares (as defined below) in exchange for such stockholders’ agreement to not redeem (or to rescind their redemption request in respect of) an aggregate of 2,453,763 AACT Class A Ordinary Shares.

This prospectus also relates to the resale from time to time by the Selling Securityholders of an aggregate of 58,259,206 shares of Common Stock, comprised of: (i) 38,657,638 shares of Common Stock (the “Consideration Shares”) issued to certain Legacy Kodiak Securityholders as consideration in the Business Combination (as defined below) and which represent a portion of the merger consideration received by Legacy Kodiak Securityholders with an implicit value of approximately $11.45 per share, (ii) 12,500,000 shares of Common Stock (the “SPAC Sponsor Contribution Shares”) issued to the SPAC Sponsor upon a conversion of an equal number of Class A Ordinary Shares, which shares were previously converted by the SPAC Sponsor from an equal number of Class B ordinary shares of AACT initially purchased by the SPAC Sponsor in a private placement prior to the IPO for an aggregate purchase price of $25,000, or approximately $0.002 per share, which includes 6,250,000 shares (the “SPAC Sponsor Earn Out Shares”) that are subject to vesting and vest upon the occurrence of certain triggering events during the Earnout Period, (iii) 3,591,627 shares of Common Stock (the “SPAC Sponsor Affiliate Investor Shares”) issued to AAC II Holdings II LP, an affiliate of the SPAC Sponsor (the “SPAC Sponsor Affiliate Investor”), upon the conversion of a convertible loan (a “Second Lien Loan”) pursuant to that certain Second Lien Loan and Security Agreement, as amended from time to time (the “Second Lien Loan and Security Agreement”), at an effective price of $6.00 per share, (iv) 2,050,394 shares of Common Stock (the “Co-Invest Investor Shares”) issued to AAC IICo-Invest LP (“Co-Invest Investor”), a vehicle owned by certain employees of Ares Management Corporation, in which a former officer and former director of AACT is invested, upon the conversion of its Second Lien Loan pursuant to the Second Lien Loan and Security Agreement at an effective price of $6.00 per share, (v) 1,091,519 shares of Common Stock (the “Legacy Kodiak Advisor Shares”) issued to an advisor to Legacy Kodiak (the “Legacy Kodiak Advisor”) in a private placement in satisfaction of $12.5 million of fees payable to such advisor at a price of approximately $11.45 per share, and (vi) 368,028 shares of Common Stock (the “Non-Redemption Agreement Shares”) issued to certain unaffiliated third-party holders of AACT Class A Ordinary Shares (together with the holders of Non-Redemption Agreement Warrants, the “Non-Redemption Agreement Investors”) in exchange for such stockholders’ agreement to not redeem (or to rescind their redemption request in respect of) an aggregate of 865,949 AACT Class A Ordinary Shares.

The Selling Securityholders may sell any, all or none of the securities and we do not know when or in what amount the Selling Securityholders may sell their securities hereunder following the date of this prospectus. The Selling Securityholders may sell the securities described in this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Securityholders may sell their securities in the section titled “Plan of Distribution” appearing elsewhere in this prospectus.

We will not receive any of the proceeds from the sale of the securities by the Selling Securityholders. We will receive proceeds from the exercise of the Warrants if such warrants are exercised for cash. However, the exercise price of the Private Placement Warrants and the Public Warrants is currently $11.50 per share, and the exercise price of the PIPE Warrants and Non-Redemption Agreement Warrants is initially $12.00 per share. For the Private Placement Warrants and the Public Warrants, if the volume-weighted average price of Common Stock from September 23, 2025 to October 20, 2025 is below $9.20, the exercise price will be adjusted to 115% of the higher of such volume-weighted average price or the effective price per share paid by the PIPE Investors with respect to the Common Stock issuable upon conversion of the Series A Preferred Stock and PIPE Warrants, as determined in good faith by the Board in its sole discretion. For the PIPE Warrants and Non-Redemption Agreement Warrants, if the trailing 45-day volume-weighted average price of Common Stock on the 46th trading day following March 24, 2026 is less than the exercise price then in effect, the exercise price will be adjusted to the greater of (i) such volume-weighted average price and (ii) $8.00. Further, if the trailing 45-day volume-weighted average price of Common Stock on the 46th trading day following June 24, 2026 is less than the exercise price then in effect, the exercise price will be adjusted to the greater of (i) such volume-weighted average price and (ii) $6.00. The closing price of our Common Stock on the Nasdaq Stock Market LLC (“Nasdaq”) on October 7, 2025 was $8.33 per share. The likelihood that warrant holders will exercise the Warrants and any cash proceeds that we would receive is dependent upon the market price of our Common Stock. To the extent the market price for our Common Stock is less than the then-effective exercise price per share of any Warrants, we believe holders of such Warrants will be unlikely to exercise such Warrants. We will pay the expenses associated with registering the sales by the Selling Securityholders, as described in more detail in the section titled “Use of Proceeds” appearing elsewhere in this prospectus.

Prior to the extraordinary general meeting of AACT’s shareholders held on September 23, 2025 (the “Extraordinary General Meeting”), holders of 43,866,808 Class A ordinary shares, par value $0.0001 per share, of AACT (each an “AACT Class A Ordinary Share”) exercised their right to redeem their shares for cash at a redemption price of approximately $11.45 per share, for an aggregate redemption amount of $502.4 million, representing approximately 88.9% of the total AACT Class A Ordinary Shares then outstanding. The Selling Securityholders can sell, under this prospectus, up to 184,793,179 shares of Common Stock constituting approximately 58.5% of our issued and outstanding Common Stock as of September 24, 2025, immediately after giving effect to the consummation of the Business Combination (assuming the exercise in full of all of the Warrants, the vesting or issuance of all of the shares issuable under the Business Combination Agreement, including the Earn Out Shares and the SPAC Sponsor Earn Out Shares, and the conversion of all of the Series A Preferred Stock based on a Stated Value of $1,200.00). Sales of a substantial number of shares of Common Stock in the public market by the Selling Securityholders and/or by our other existing securityholders, or the perception that those sales might occur, could result in a significant decline in the public trading price of our Common Stock and could impair our ability to raise capital through the sale of additional equity securities.

Despite such a decline in the public trading price, certain Selling Securityholders may still experience a positive rate of return on the securities they purchased due to the lower price at which they purchased their shares and/or warrants compared to public investors and be incentivized to sell their securities when others are not. For example, based on the closing price of our Common Stock on October 7, 2025 of $8.33 per share, upon the sale of its shares of our Common Stock, the SPAC Sponsor may experience potential profit of up to $8.33 per share on the SPAC Sponsor Contribution Shares and may experience potential profit with regard to the Private Placement Warrant Shares if the price of our Common Stock exceeds the then-effective exercise price per share of the Private Placement Warrants. Furthermore, the SPAC Sponsor Affiliate Investor will experience profit of $2.33 per share if it sells the SPAC Sponsor Affiliate Investor Shares and the Co-Invest Investor will experience profit of $2.33 per share if they sell the Co-Invest Investor Shares. The Legacy Kodiak Securityholders obtained the Consideration Shares at a weighted average price of $0.43 per share of Legacy Kodiak Common Stock. Based on such weighted average price, the Legacy Kodiak Securityholders may experience profit of up to $8.04 per share if they sell the Conversion Shares and may experience additional profit if they receive and sell any Earn Out Shares associated therewith. The holders of Public Warrants may experience potential profit with regard to the Public Warrant Shares if the price of our Common Stock exceeds the then-effective exercise price per share of the Public Warrants. The Preferred Investors may experience potential profit if the price of our Common Stock exceeds the then-effective exercise price of the PIPE Warrants and the then-effective conversion price of the Preferred Conversion Shares. The Non-Redemption Agreement Investors may experience potential profit to the extent the sale of their Non-Redemption Agreement Shares or Non-Redemption Agreement Warrant Shares reduces the weighted average basis of such investors’ Common Stock below the price of our Common Stock.

Of the 184,793,179 shares of Common Stock that may be offered or sold by the Selling Securityholders identified in this prospectus, certain of our Selling Securityholders are subject to lockup restrictions with respect to 84,618,152 of those shares pursuant to our Bylaws and/or other agreements further described in the section titled “Certain Relationships, Related Party and Other Transactions” appearing elsewhere in this prospectus.

Our Common Stock is listed on Nasdaq under the symbol “KDK,” and our Public Warrants are listed on the Nasdaq under the symbol “KDKRW.” On October 7, 2025, the last quoted sale price for our Common Stock as reported on the Nasdaq was $8.33 per share and the last quoted sale price for our Public Warrants as reported on the Nasdaq was $1.20 per warrant.

We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements.

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in the section titled “Risk Factors” beginning on page 13 of this prospectus.

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025.

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or in any prospectus supplement or free writing prospectus prepared by us or on our behalf. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

i

EXPLANATORY 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), references to “AACT” refer to Ares Acquisition Corporation II, a Cayman Islands exempted company, prior to the Closing, references to “Legacy Kodiak” refer to Kodiak Robotics, Inc., a Delaware corporation, prior to the Closing and references to “Kodiak Opco” refer to Kodiak Robotics, Inc., a Delaware corporation and wholly-owned subsidiary of Kodiak, after the Closing. All references herein to the “Board” refer to the board of directors of Kodiak.

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, Legacy Kodiak, and AAC II Merger Sub, Inc., a Delaware corporation (“Merger Sub”). The Business Combination Agreement and related transactions were approved at an Extraordinary General Meeting of AACT’s shareholders held on September 23, 2025.

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, 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 Legacy Kodiak, with Kodiak Opco surviving as a wholly owned subsidiary of Kodiak (the “Merger” and, together with the Domestication and the other transactions contemplated by the Business Combination Agreement, including the PIPE (as defined below), the Series A Preferred Investment and the issuance of the Non-Redemption Agreement Warrants, Non-Redemption Agreement Shares and Legacy Kodiak Advisor Shares, the “Business Combination”).

In connection with the Domestication, (i) each AACT Class A Ordinary Share issued and outstanding at the time of the Domestication converted, on aone-for-one basis, into one share of Common Stock, (ii) each redeemable warrant to purchase AACT Class A Ordinary Shares, exercisable to purchase one AACT Class A Ordinary Share at an exercise price of $11.50 (each, an “AACT Public Warrant”), and eachnon-redeemable warrant to purchase AACT Class A Ordinary Shares owned by the SPAC Sponsor, each exercisable to purchase one AACT Class A Ordinary Share at an exercise price of $11.50 (each, an “AACT Private Placement Warrant” and, together with the AACT Public Warrants, the “AACT Warrants”), issued and outstanding at the time of the Domestication, converted on aone-for-one basis into a warrant exercisable to acquire one share of Common Stock on the same terms as the AACT Warrants (each, a “Public Warrant” and “Private Placement Warrant”) pursuant to the Warrant Agreement, dated as of April 20, 2023, by and between AACT and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), and (iii) each Unit sold at the IPO, each consisting of one AACT Class A Ordinary Share andone-half of one AACT Public Warrant, issued and outstanding immediately prior to the Domestication was cancelled and each holder of a Unit became entitled to one share of Common Stockand one-half of one Public Warrant. No fractional Public Warrants were issued upon such cancellation. Pursuant to the Warrant Agreement, if the volume-weighted average price of our Common Stock from September 23, 2025 to October 20, 2025 is below $9.20, the exercise price per share of the Private Placement Warrants and the Public Warrants will be adjusted to 115% of the higher of such volume-weighted average price or the effective price per share paid by the PIPE Investors with respect to the Common Stock issuable upon conversion of the Series A Preferred Stock and PIPE Warrants, as determined in good faith by the Board in its sole discretion.

The AACT Class A Ordinary Shares, AACT Public Warrants and Units were listed on the New York Stock Exchange (the “NYSE”) under the symbols “AACT,” “AACT WS” and “AACT.U,” respectively and were voluntarily delisted from the NYSE on September 24, 2025, in connection with the closing of the Business Combination (the “Closing”).

Following the consummation of the Domestication and in connection with the Closing, at the effective time of the Merger (the “Effective Time”), (i) each share of common stock, par value $0.000001 per share, of Legacy Kodiak (“Legacy Kodiak Common Stock”) issued and outstanding immediately prior to the Effective Time, including all shares of Legacy Kodiak Common Stock issued in respect of the Simple Agreements for Future Equity outstanding with Legacy Kodiak (each, a “SAFE”) that converted to Legacy Kodiak Common Stock prior to the Effective Time and the Second Lien Conversion Shares (as defined below) was converted into the right to receive a number of shares of Common Stock pursuant to the Business Combination Agreement (the “Per Share Merger Consideration”), (ii) each unexercised warrant to purchase shares of Legacy Kodiak Common Stock (each, a “Legacy Kodiak Warrant”) issued and outstanding prior to the Effective Time were either (1) vested and net exercised in exchange for shares of Legacy Kodiak Common Stock in accordance with its terms and cancelled or (2) assumed and became a comparable warrant to purchase shares of Common Stock (each, an “Assumed Kodiak Warrant”) pursuant to the terms of such warrant; and (iii) each unexercised option to purchase shares of Legacy Kodiak Common Stock (each, a “Legacy Kodiak Option”) whether vested or unvested, issued and outstanding immediately prior to the Effective time was converted into a comparable option to purchase a number of shares of Common Stock equal to the product of (1) the number of shares of Legacy Kodiak Common Stock subject to such Legacy Kodiak Option immediately prior to the Closing multiplied by (2) the Per Share Merger Consideration (rounded down to the nearest whole share, with no cash being payable for any fractional share eliminated by such rounding), at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the per share exercise price of the corresponding Legacy Kodiak Option immediately prior to the Closing divided by (y) the Per Share Merger Consideration (rounded up to the nearest whole cent). At the Closing, Kodiak issued an aggregate of 161,754,941 shares of Common Stock to the securityholders of Legacy Kodiak (the “Legacy Kodiak Securityholders”), 558,559 Legacy Kodiak Warrants were assumed by Kodiak and became Assumed Kodiak Warrants and the Legacy Kodiak Options were exchanged for comparable options to purchase shares of Common Stock (“Exchanged Kodiak Options”) that were exercisable into an aggregate of 55,989,713 shares of Common Stock at a weighted average exercise price of $1.88 per share. No fractional shares of Common Stock were issued upon the exchange of Legacy Kodiak Common Stock.

Under the Business Combination Agreement, Legacy Kodiak Securityholders will be entitled to receive or are eligible to receive, on a pro rata basis, up to an aggregate of 75,000,000 shares of Common Stock (the “Legacy Kodiak Earn Out Shares”) and restricted stock units (the “Earn Out RSUs” and, together with the Legacy Kodiak Earn Out Shares, the “Earn Out Securities”) that will be issued or vest, respectively, upon achievement of certain milestones during the Earn Out Period (as defined below) and, in the case of the Earn Out RSUs, satisfaction of certain service-based vesting requirements. The Legacy Kodiak Earn Out Shares will be issued upon achievement of the applicable milestones. The Earn Out RSUs were issued shortly following Closing. An initial 25,000,000 Earn Out Securities will vest or be issued to Legacy Kodiak Securityholders, if, within the Earn Out Period, the volume weighted average closing sale price of Common Stock equals or exceeds $18.00 per share, subject to adjustments as set out in the Business Combination Agreement (the “Triggering Event I Threshold”), for a period of at least 20 out of 30 consecutive trading days (“Triggering Event I”). An additional 25,000,000 Earn Out Securities will vest or be issued to Legacy Kodiak Securityholders, if, within the Earn Out Period, the volume weighted average closing sale price of Common Stock equals or exceeds $23.00 per share, subject to adjustments as set out in the Business Combination Agreement (the “Triggering Event II Threshold”), for a period of at least 20 out of 30 consecutive trading days (“Triggering Event II”). The remaining 25,000,000 Earn Out Securities will vest or be issued to Legacy Kodiak Securityholders, if, within the Earn Out Period, the volume weighted average closing sale price of Common Stock equals or exceeds $28.00 per share, subject to adjustments as set out in the Business Combination Agreement (the “Triggering Event III Threshold”), for a period of at least 20 out of 30 consecutive trading days (“Triggering Event III”). The “Earn Out Period” means the time period beginning on the Closing Date and ending on the earlier of September 24, 2029 and the consummation of a Change of Control (as defined in the Business Combination Agreement).

If during the Earn Out Period there is a Change of Control that will result in: (i) holders of Common Stock receiving a per share price equal to or in excess of the Triggering Event I Threshold, then Triggering Event I shall be deemed to occur and the relevant Earn Out Securities shall be issued or vest immediately prior to the consummation of the Change of Control; (ii) holders of Common Stock receiving a per share price equal to or in excess of the Triggering Event II Threshold, then Triggering Event II shall be deemed to occur and the relevant Earn Out Securities shall be issued or vest immediately prior to the consummation of the Change of Control; and (iii) holders of Common Stock receiving a per share price equal to or in excess of the Triggering Event III Threshold, then Triggering Event III shall be deemed to occur and the relevant Earn Out Securities shall be issued or vest immediately prior to the consummation of the Change of Control.

In addition, pursuant to the Sponsor Support Agreement with AACT and Legacy Kodiak, dated as of April 14, 2025, 50% of the shares of Common Stock held by the SPAC Sponsor following the Domestication (the “SPAC Sponsor Earn Out Shares”) are subject to vesting and will vest upon the occurrence of Triggering Event I during the Earn Out Period. If, during the Earn Out Period, there is a Change of Control that will result in holders of Common Stock receiving a per share price equal to or in excess of the Triggering Event I Threshold, then the Sponsor Earn Out Securities shall vest as of immediately prior to the consummation of the Change of Control.

Concurrently with the execution of the Business Combination Agreement, in connection with a financing effort related to the Business Combination, AACT entered into subscription agreements with certain institutional and accredited investors (the “PIPE Investors” and the subscription agreements, the “Subscription Agreements”), pursuant to which the PIPE Investors agreed to purchase shares of Common Stock at a price per share equal to the Redemption Price (the “PIPE Shares”) for an aggregate commitment amount of $60.0 million (the “PIPE”). In addition, on September 15, 2025, in connection with a financing effort related to the Business Combination, AACT entered into subscription agreements with the Preferred Investors (each subscription agreement a “Preferred Subscription Agreement”) for an aggregate purchase price of $145.0 million. Pursuant to the Preferred Subscription Agreements, the Preferred Investors agreed, among other things, to purchase, at the Closing, shares of Series A Preferred Stock, having the rights, preferences and privileges set forth in the Certificate of Designation of Preferences, Rights and Limitations of 9.99% Series A Cumulative Convertible Preferred Stock (“Certificate of Designation”) and PIPE Warrants to purchase a number of shares of Common Stock, equal to 125% of the number of shares into which such shares of Common Stock underlying the Series A Preferred Stock were convertible on the Closing Date, each initially exercisable at a price of $12.00 per share. If the trailing 45-day volume-weighted average price of Common Stock on the 46th trading day following March 24, 2026 is less than the exercise price of the PIPE Warrants then in effect, the exercise price will be adjusted to the greater of (i) such volume weighted average price and (ii) $8.00. Further, if the trailing 45-day volume-weighted average price of Common Stock on the 46th trading day following June 24, 2026 is less than the exercise price of the PIPE Warrants then in effect, the exercise price will be adjusted to the greater of (i) such volume weighted average price and (ii) $6.00. The conversion price of the Series A Preferred Stock is also subject to similar adjustments. One of the Preferred Investors is also a PIPE Investor who previously entered into a Subscription Agreement for an aggregate purchase price of $50.0 million in connection with a commitment to purchase PIPE Shares, which Subscription Agreement was amended and restated in the form of a Preferred Subscription Agreement in connection with such Preferred Investor’s Series A Preferred Investment. As a result of such amendment and restatement, the obligation of such Preferred Investor to purchase the $50.0 million of PIPE Shares was replaced with the obligation to purchase the Preferred Stock and PIPE Warrants. In connection with the Closing, certain PIPE Investors’ $10.0 million aggregate subscription amount was deemed satisfied and offset by their holdings of AACT Class A Ordinary Shares that were not redeemed from AACT’s trust account. At the Closing, we issued an aggregate of 142,155 shares of Preferred Stock and PIPE Warrants to purchase an aggregate of 17,769,375 shares of Common Stock to the Preferred Investors, in exchange for $145.0 million in gross proceeds.

Concurrently with the execution of the Business Combination Agreement, certain institutional and accredited investors entered into the Second Lien Loan and Security Agreement with Legacy Kodiak to provide financing of $28.3 million in the form of Second Lien Loans, including $20.0 million from the SPAC Sponsor Affiliate Investor. In connection with entering the Second Lien Loan and Security Agreement, and immediately prior to the execution and delivery of the Business Combination Agreement, the SPAC Sponsor Affiliate Investor exchanged its $10.0 million SAFE for a $10.0 million Second Lien Loan (such borrowings, together with any accrued and unpaid interest thereon, the “Exchanged SAFE Loan”). Immediately prior to the Closing, an aggregate amount of $43.9 million in Second Lien Loans had been funded, a portion of which was funded by the Co-Invest Investor and a former officer of AACT and current director of Kodiak. Further, on August 25, 2025, Legacy Kodiak entered into a Second Amendment to the Second Lien Loan and Security Agreement pursuant to which the SPAC Sponsor Affiliate Investor agreed to invest an aggregate of up to $20.0 million in delayed draw Second Lien Loans (“SPAC Sponsor Affiliate Delayed Draw Loans”), which Legacy Kodiak could draw in four $5.0 million increments prior to Closing. No amounts were drawn under the SPAC Sponsor Affiliate Delayed Draw Loans. In connection with the Series A Preferred Investment, Legacy Kodiak and AACT entered into a certain acknowledgement and agreement dated September 15, 2025 pursuant to which Legacy Kodiak and AACT determined that for purposes of the Second Lien Loan and Security Agreement, as of September 15, 2025, the conversion price of the Second Lien Loan for purposes of its conversion to shares of Common Stock in connection with the closing of the Business Combination shall be equal to $6.00. In connection with the Closing and prior to the Effective Time, all Second Lien Loans other than the Exchanged SAFE Loan converted into shares of Legacy Kodiak Common Stock (the “Second Lien Conversion Shares”), and such shares were subsequently converted into shares of Common Stock, as described above. At the SPAC Sponsor Affiliate Investor’s option and in accordance with the terms of the Second Lien Loan and Security Agreement, the Exchanged SAFE Loan was not converted into Common Stock, and such $10.0 million of borrowings remains outstanding. In addition, we issued the Legacy Kodiak Advisor Shares at Closing to an advisor of Legacy Kodiak in a private placement in satisfaction of $12.5 million of fees payable to such advisor in respect of services provided in connection with the Business Combination.

On September 22, 2025, AACT entered intonon-redemption agreements (the “Non-Redemption Agreements”) with the Non-Redemption Agreement Investors in exchange for such investors’ agreement to not redeem (or to rescind their redemption request of) an aggregate of 3,319,712 AACT Class A Ordinary Shares in connection with the Extraordinary General Meeting. Pursuant to the Non-Redemption Agreements, we issued to each Non-Redemption Agreement Investor, as applicable, for no additional consideration, either (i) warrants to purchase shares of Common Stock, each initially exercisable at $12.00 per share (the “Non-Redemption Agreement Warrants”) or (ii) shares of Common Stock (the “Non-Redemption Agreement Shares”). If the trailing 45-day volume-weighted average price of Common Stock on the 46th trading day following March 24, 2026 is less than the exercise price of the Non-Redemption Agreement Warrants then in effect, the exercise price will be adjusted to the greater of (i) such volume-weighted average price and (ii) $8.00. Further, if the trailing 45-day volume-weighted average price of Common Stock on the 46th trading day following June 24, 2026 is less than the exercise price of the Non-Redemption Agreement Warrants then in effect, the exercise price will be adjusted to the greater of (i) such volume-weighted average price and (ii) $6.00. At the Closing, pursuant to the Non-Redemption Agreements, we issued Non-Redemption Agreement Warrants to purchase an aggregate of 7,606,666 shares of Common Stock and an aggregate of 368,028 Non-Redemption Agreement Shares to the Non-Redemption Agreement Investors.

On September 12, 2025, AACT provided written notice to the NYSE of its intention to voluntarily withdraw the listing of the AACT Class A Ordinary Shares, the AACT Public Warrants, and the Units from NYSE and list the Common Stock and Public Warrants on Nasdaq following, and subject to, the completion of the Business Combination. Upon the Domestication, all of the outstanding Units listed on NYSE under the symbol “AACT.U” separated into their component securities and, as a result, no longer trade as an independent security. The Common Stock and Public Warrants began trading on Nasdaq under the symbols “KDK” and “KDKRW,” respectively, on September 25, 2025.