Ares Acquisition Corp II

As of the date of this Quarterly Report, there have been no material changes with respect to those risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024 filed by the Company with the SEC on March 12, 2025, and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed by the Company with the SEC on May 15, 2025 except for the below additional risks which could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

Some of AACT’s officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Proposed Business Combination or other proposals described in the Proxy Statement/Prospectus without regard to your interests or in determining whether Kodiak is an appropriate target for AACT’s initial business combination.

On March 19, 2021, the Sponsor paid $25,000 to cover certain of the offering costs of the Initial Public Offering in consideration of Class B ordinary shares. Prior to the initial investment of $25,000 by the Sponsor, AACT had no assets. As a result of various transactions, including the Conversion, the Sponsor (together with its permitted transferees) currently holds an aggregate of 12,500,000 shares of Class A ordinary shares that were converted from Class B ordinary shares (the “Converted Class A Ordinary Shares”). The Converted Class A Ordinary Shares may become worthless if we do not complete an initial business combination. In addition, the Sponsor purchased an aggregate of 14,300,000 Private Placement Warrants for an aggregate purchase price of $14,300,000, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, in a Private Placement that closed simultaneously with the closing of the Initial Public Offering. Pursuant to the Sponsor Support Agreement, 50% of the Sponsor’s Converted Class A Ordinary Shares are subject to vesting during the Earn Out Period (as defined in the Proxy Statement/Prospectus). If we do not consummate an initial business combination within the period ending on January 26, 2026, or such earlier date as our board of directors may approve or such later date as the shareholders may approve in accordance with the Amended and Restated Memorandum and Articles of Association, the Private Placement Warrants may expire worthless. Additionally, AMCM, an affiliate of the Sponsor, acted as an advisor to AACT in connection with the Initial Public Offering and will receive a deferred Initial Public Offering advisory fee of $2,777,777 in connection with the closing of the Proposed Business Combination. The personal and financial interests of certain of AACT’s officers and directors may influence or have influenced them in identifying and selecting a target for our initial business combination, completing the Proposed Business Combination and the operation of AACT following the Proposed Business Combination.

The Sponsor, members of the board of directors of AACT (the “AACT Board”) and AACT’s executive officers, and their respective affiliates have incurred out-of-pocket expenses in connection with performing due diligence on suitable targets for business combinations and the negotiation of the Proposed Business Combination. At the time of the closing of the Proposed Business Combination, the Sponsor, members of the AACT Board and AACT’s officers, and their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on AACT’s behalf, such as identifying potential target businesses and performing due diligence on suitable targets for business combinations. If a business combination is not completed within the Combination Period the Sponsor, members of the AACT Board and AACT’s officers, and any of their respective affiliates will not be eligible for any such reimbursement. On April 22, 2025, AACT extended the Combination Period from April 25, 2025 to January 26, 2026. In connection with the Extension, on April 16, 2025, the Sponsor agreed to make monthly deposits directly to the Trust Account of $0.02 for each outstanding Class A ordinary share, other than the Converted Class A Ordinary Shares. Beginning April 25, 2025, the Sponsor commenced making monthly contributions. The Sponsor shall make a Contribution on the 25th day of each month (or if such day is not a business day, on the business day immediately preceding such day) until the Maturity Date. 50% of the Contributions will be an obligation of AACT pursuant to the Extension Note. AACT may use a portion of proceeds held outside the Trust Account to repay the Extension Note, but no proceeds held in the Trust Account would be used to repay the Contributions. In addition, Kodiak has agreed to reimburse the Sponsor for 50% of the aggregate Contributions. If the Proposed Business Combination closes, the aggregate amount of Contributions will be repaid in full by the post-Business Combination entity at the time of closing of the Proposed Business Combination. In addition, our Sponsor has extended to us Overfunding Loans of $5,000,000 and a Working Capital Loan of $1,232,707, which will, in the Sponsor’s discretion, either be repaid upon the closing of an initial business combination or converted into warrants of the post-Business Combination entity at a price of $1.00 per warrant (or any combination of repayment or conversion). Any such warrants will be identical to the Private Placement Warrants. If we do not complete an initial business combination, we will not repay the Overfunding Loans or the Working Capital Loan from the Trust Account, and we would likely not have other available funds to repay the Overfunding Loans or the Working Capital Loan. The Contributions and the Working Capital Loan will be reimbursed by the post-Business Combination entity upon the consummation of the Proposed Business Combination.

Certain officers and members of the AACT Board also participate in arrangements that may provide them with other interests in the Proposed Business Combination that are different from yours, including arrangements for their continued service as directors of AACT after the consummation of the Proposed Business Combination.

Further, the Sponsor has agreed to vote its Converted Class A Ordinary Shares, and the Sponsor, members of the AACT Board and AACT’s officers have agreed (and their permitted transferees will agree) to vote any public shares acquired in or after the Initial Public Offering in favor of our initial business combination. The Sponsor and each of the members of the AACT Board and its executive officers have also agreed to waive their redemption rights with respect to any Converted Class A Ordinary Shares and any public shares in connection with the redemption of Class A ordinary shares or Class B ordinary shares upon the completion of an initial business combination.

Among others, these interests may influence or have influenced the Sponsor and the executive officers and members of the AACT Board to support or approve the Proposed Business Combination and the other proposals described in the Proxy Statement/Prospectus. The personal and financial interests of our officers and certain members of the AACT Board may have influenced their motivation in identifying and selecting Kodiak and seeking to complete a business combination with Kodiak, and may influence their operation of AACT following the Proposed Business Combination. This risk may become more acute as the end of the Proposed Business Combination nears.