SecProbe.io

August 21, 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. 3 to Registration Statement on Form S-4
Filed August 15, 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 August 11, 2025 letter.
Amendment No. 3 to Registration Statement on Form S-4
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet, page 238
We note from your disclosure on page xii that per share calculations and ownership
percentages set forth in this filing assume the $1.2 million in working capital loans are 1.

August 21, 2025
Page 2
fully repaid in cash in connection with the Closing. Please revise to include a pro
forma adjustment reflecting this repayment or otherwise advise.
Note 3 - Pro Forma Adjustments
Pro Forma Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page
244
2.We note your revised disclosures in response to prior comment 6. Please further revise
to clarify that the "investment advisory fees" referenced in various pro forma
adjustment footnotes refers to fees payable to the PIPE Placement Agents, which are
based, in part, on the amount remaining in the Trust account following redemptions.
Kodiak Robotics, Inc.
Notes to Consolidated Financial Statements (unaudited)
Note 16. Subsequent Events, page F-101
3.Please tell us what is meant by your reference to certain parties "committed to
provide" additional second lien loans. In this regard, revise to clarify whether you
entered into a formal firm agreement for the investment vehicle discussed here and
provide the specific date you entered into such agreement. Also, clarify whether you
will receive such funds prior to Closing. If not, explain why you assume conversion of
such funds into Kodiak Common Stock in the various ownership tables (e.g., pages
xxi, 4, 237, etc.) or otherwise revise to remove such shares.
            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