SecProbe.io

July 16, 2025
David Kaplan
Chief Executive Officer
Ares Acquisition Corporation II
245 Park Avenue, 44th Floor
New York, NY 10167
Don Burnette
Chief Executive Officer
Kodiak Robotics, Incorporated
1049 Terra Bella Avenue
Mountain View, CA 94043
Re:Ares Acquisition Corporation II
Kodiak Robotics, Incorporated
Amendment No. 1 to Registration Statement on Form S-4
Filed June 30, 2025
File No. 333-287278
Dear David Kaplan and Don Burnette:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our June 11, 2025 letter.
Amendment No. 1 to Registration Statement on Form S-4
Cover Page
We note your revised disclosure and response to prior comment 1. While we note you
expect that all Exchanged Kodiak Options will have an exercise price less than the
Redemption Price, the intent of the cover page table and the first tables on pages xxi 1.

July 16, 2025
Page 2
and 4 is to show the shares that will be outstanding immediately following the
Business Combination. Therefore, please revise to remove the shares of Kodiak
Common Stock underlying the Exchanged Kodiak Options from such tables. Also,
revise the introductory paragraph and footnote (3) to explain that the dilutive effects
of the Exchanged Kodiak Options are excluded from the cover page table and the first
table on pages xxi and 4. In addition, you refer to 54,794,192 Kodiak Common shares
underlying Exchanged Kodiak Options everywhere throughout the filing, except page
238 where you refer 52,581,296 million shares. Please revise or explain this
discrepancy.
Summary of the Proxy Statement/Prospectus
Equity Stake Upon Closing, page 3
2.We note your revised disclosure and response to prior comment 4. Please address the
following:
•Revise to present a tabular reconciliation of both the numerator and denominator
that separately shows each item included in the calculation of net tangible book
value per share as adjusted.
•Ensure your calculation includes all material probable or consummated
transactions and transactions that will otherwise materially affect AACT's net
tangible book value as adjusted including, but not limited to, transaction costs
paid by AACT and the PIPE financing transaction, but excluding the effects of the
Business Combination itself.
•Revise to remove disclosure of net tangible book value as adjusted including
exercise of the public and private warrants, and the related per share calculations,
as it does not appear these warrants will be exercised upon the Business
Combination. If you determine these warrants represent a future material potential
source of dilution, include narrative disclosure outside of this table.
3.We note your revised disclosure of Company Valuation at IPO Price Per Share in
response to prior comment 5. Please revise to present a tabular reconciliation of this
calculation separately from your net tangible book value, as adjusted, calculations.
Note that this calculation should include shares issued to Legacy Kodiak shareholders
as part of the Business Combination transaction. Refer to the example in Section
II.D.3.iv.f of SEC Release No. 33-11265. Additionally, tell us whether you considered
including in this calculation shares that will be issued upon: (i) conversion of the
SAFE Loans and the Second Lien Loans, including the Exchanged SAFE; (ii) vesting
and net exercise of the Legacy Kodiak Warrants; and (iii) to the Legacy Kodiak
advisor as payment of $12.5 million in fees.
Sponsor and Affiliates Compensation, page 24
4.Please refer to prior comment 3 and revise to include, in tabular format, the price paid
or to be paid for such securities in connection with the de-SPAC transaction or any
related financing transaction.

July 16, 2025
Page 3
Risk Factors
Risks Related to Legacy Kodiak
We rely on a limited number of customers for a significant portion of our revenue..., page 35
5.We note your revised disclosures in response to prior comment 23. Please also revise
this risk factor to disclose that Legacy Kodiak does not currently have any active work
orders under its commercial agreement with its significant customer, the U.S. Army,
and that the current contract is set to expire on October 1, 2025.
We expect Kodiak to qualify as an "emerging growth company" within the meaning of...,
page 69
6.We note your revised disclosure and response to prior comment 6. As previously
requested, please revise to explain that because Kodiak has elected to take advantage
of the extended transition period for complying with new or revised accounting
standards, your financial statements may not be comparable to companies that comply
with the public company effective dates.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 3 - Pro Forma Adjustments
Pro Forma Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page
235
7.We note your revised disclosures and response to prior comment 15. Please revise
your disclosures on page 225 and in pro forma adjustment (C3) to disclose the due
date for any payments under the Exchanged Safe Loan should the Sponsor Affiliate
choose not to convert this loan. Also, explain further why you assumed repayment of
the Overfunding Loans in cash for pro forma purposes. Revise pro forma adjustment
(C7) to disclose the number of warrants that will be issued should the Sponsor choose
to convert this loan into Kodiak Warrants, and describe the potentially dilutive impact
on pro forma per share amounts.
8.Please provide us with a breakdown of the transaction costs incurred by each of
Legacy Kodiak and AACT that are included in pro forma adjustment (C8). In your
response, tell us how you determined which costs were attributable to the issuance of
equity instruments and which were attributable to the Business Combination. Explain
why you have not included any adjustment to the pro forma combined statement of
operations and provide the specific accounting guidance you relied upon. Refer also to
SAB Topic 5.A.
Information About Legacy Kodiak
Select Customer Case Studies, page 302
9.We note your revised disclosure and response to prior comment 23. As previously
requested, please revise to disclose the terms of your arrangements with J.B. Hunt and
Werner Enterprises, including whether these arrangements are still ongoing or if, and
when, they have ended. Tell us the amount of revenue recognized from these
arrangements, as applicable, and revise to disclose how you accounted for any such
revenue. Also, revise to clarify that revenue from the customers selected for your case
studies, with the exception of the U.S. Army, have been immaterial to date.

July 16, 2025
Page 4
Ares Acquisition Corporation II
Note 2. Significant Accounting Policies
Recent Accounting Pronouncements, page F-15
10.You state in your response to prior comment 11 that both AACT and Legacy Kodiak
will early adopt ASU 2025-03. Please revise here to include a discussion of AACT's
intent to early adopt this guidance. Refer to SAB 74.
Kodiak Robotics, Inc.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-54
11.We note your revised disclosure and response to prior comment 27. Please further
revise to disclose the typical length, or intended term, of your DaaS contracts. In this
regard, we note from disclosure on page 299 you intend to enter master service
agreements with terms of three to four years. In addition, we note DaaS arrangements
consist of one highly integrated bundle of goods and services that represent a single
output, which is recognized into revenue ratably over the term of the contract. You
state that the single performance obligation is comprised of hardware and software
together with ongoing support services. Please revise to clarify whether you license
(or lease) vehicles to Atlas or sell vehicles to Atlas. In this regard, you state on page 3
that Atlas has contracted to order 100 trucks and refer to these as being both
“licensed” and “purchased” by Atlas. Also, explain further how you determined these
arrangements include a single performance obligation and specifically address how
you applied the guidance in ASC 606-10-25-19 through 25-21. Revise your
disclosures as necessary.
12.We note that in response to prior comment 28, you removed the discussion of
Kodiak's customer billing policy. Please revise to include a discussion of Kodiak's
billing policy for each revenue stream. To the extent billings are based upon
completion of milestones, clarify what is meant by such reference.
Kodiak Robotics, Inc.
Note 2. Summary of Significant Accounting Policies
Concentration of Risks, page F-83
13.We note your revised disclosure and response to prior comment 26. As previously
requested, please revise to clarify whether the customers in each period are the
same by distinguishing each customer as Customer A, Customer B, etc. In your
response, provide us with the names of these significant customers in each period.
General
14.We note your disclosure that upon the consummation of the Business Combination,
the Sponsor shall have the option to convert the Working Capital Loans for warrants
with terms identical to the Private Placement Warrants. Please clarify how the
issuance of warrants under the working capital loan arrangement will impact the
percentage of issued and outstanding shares held by the Sponsor and the impact on the
ability of the Sponsor to exercise control with respect to the company.

July 16, 2025
Page 5
            Please contact Brittany Ebbertt at 202-551-3572 or Kathleen Collins at 202-551-3499
if you have questions regarding comments on the financial statements and related
matters. Please contact Marion Graham at 202-551-6521 or Jan Woo at 202-551-3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Philippa Bond