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CORRESP

 Ares Acquisition Corporation II

245 Park Avenue, 44th Floor

 New York, NY 10167

Kodiak Robotics, Inc.

 1049 Terra Bella Avenue

Mountain View, CA 94043

 June 30, 2025

VIA EDGAR

Attention:
 Brittany Ebbertt

 
 Kathleen Collins

 
 Marion Graham

 
 Jan Woo

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-3561

Re:
 Ares Acquisition Corporation II

Kodiak Robotics, Inc.

Registration Statement on Form S-4

Filed May 14, 2025

File No. 333-287278

Ladies and Gentlemen:

 Set forth below are the
responses of Ares Acquisition Corporation II (“AACT”) and Kodiak Robotics, Inc. (“Legacy Kodiak”) to comments received from the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated June 11, 2025 with respect to the Registration Statement on Form S-4
(File No. 333-287278), initially filed with the Commission on May 14, 2025 (the “Registration Statement”). As used in this letter, “we,”
“us,” and “our” refer to AACT and Legacy Kodiak collectively.

 Concurrent with the
submission of this letter, we are submitting Amendment No. 1 to the Registration Statement on Form S-4 (“Amendment No. 1”).

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment. All references to page numbers
and captions in the responses correspond to Amendment No. 1 unless otherwise specified. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 1.

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 Registration Statement on Form S-4 Filed May 14, 2025

 Cover Page

1.
 Please tell us why the ownership tables here and on pages xx and xxi include the shares underlying Legacy
Kodiak options that will convert into Kodiak options upon the business combination. Alternatively, consider removing such shares from the tables and including a footnote explaining the exclusion of the option shares. Similarly, explain your basis
for assuming the completion of $100.0 million of the PIPE Investment considering only $60.0 million has been committed and closed, to date, or revise accordingly. Lastly, revise
footnote 3 to the tables to disclose the number of shares underlying each of the Exchanged Kodiak Options, the conversion of the SAFEs and the conversion of the Second Lien Loans, and the number of shares issuable related to the exercise of the
Legacy Kodiak warrants.

 Response: We respectfully acknowledge the Staff’s comment and advise the
Staff that we believe that including the shares of Kodiak Common Stock issuable upon exercise of the Exchanged Kodiak Options in such tables is helpful for investors. Currently, the vast majority of Legacy Kodiak Options are significantly “in-the-money,” and we expect that all of the Exchanged Kodiak Options will have an exercise price less than the Redemption Price. Given that the shares of Kodiak
Common Stock underlying the Exchanged Kodiak Options would represent a significant percentage of outstanding shares, we believe it is important for investors to understand the dilutive effect of the Exchanged Kodiak Options. Accordingly, we believe
including the shares underlying the Exchanged Kodiak Options in such tabular presentations is more informative and meaningful for investors.

We further advise the Staff that we continue to target a $100.0 million PIPE Investment to be funded prior to the consummation of the
Business Combination and therefore we believe assuming the completion of this targeted PIPE Investment in the tabular presentation provides investors with useful information on the impact such investment will have on relative share ownership
percentages after the consummation of the Business Combination. We will continue to evaluate the potential incremental PIPE Investments and will ensure that the final Form S-4 presentations reflect the current
facts and expectations at the time of effectiveness.

 We have revised the tables on the cover page and pages xxi, xxii, 3, 4, 27, 153 and
154 of Amendment No. 1 to include the requested disclosure.

 Cautionary Note Regarding Forward Looking Statements, page xiv

2.
 You state that the proxy statement/prospectus includes forward-looking statements within the meaning of
Section 27A of the Securities Act. Please note that reliance upon the safe harbor protections for forward-looking statements under the Private Securities Litigation Reform Act is not permitted for this initial
business combination. See Section 27A(b)(2)(D) of the Securities Act of 1933. Please revise to clarify that the safe harbor does not apply to this offering.

Response: We have revised the disclosure on page xvi of Amendment No. 1.

 2

 Summary of the Proxy Statement/Prospectus, page 1

3.
 Please revise the prospectus summary to include, in tabular format, the terms and amount of the
compensation received or to be received by the SPAC sponsor, its affiliates, and promoters in connection with the de-SPAC transaction or any related financing transaction, the amount of securities issued or to
be issued by the SPAC to the SPAC sponsor, its affiliates, and promoters and the price paid or to be paid for such securities in connection with the de-SPAC transaction or any related financing transaction;
and, outside of the table, the extent to which that compensation and securities issuance has resulted or may result in a material dilution of the equity interests of non-redeeming shareholders of the special
purpose acquisition company. Refer to Item 1604(b)(4) of Regulation S-K.

Response: We have revised the disclosure on pages 24 through 25 of Amendment No. 1.

4.
 Please revise to include the dilution table and related disclosures as required by Item 1604(c) of
Regulation S-K. Outside of the table, describe each material potential source of future dilution that non-redeeming shareholders may experience by electing not to tender
their shares in connection with the Business Combination, including sources not included in the table, such as the exercise of the warrants, with respect to the determination of the as adjusted net tangible book value per share.

 Response: We have revised the disclosure on pages 3 through 6 of Amendment No. 1.

5.
 Please revise to present, at each redemption level, the valuation at or above which the potential
dilution results in the amount of non-redeeming shareholders’ interest per share being at least the IPO price per share of ordinary shares. Refer to Item 1604(c)(1) of Regulation S-K.

 Response: We have revised the disclosure on page 5 of Amendment
No. 1.

 Risk Factors, page 28

6.
 As an emerging growth company, we note that you intend to take advantage of the extended transition
period for adopting new or revised accounting standards. Please revise to include a risk factor explaining that because of this election your financial statements will not be comparable to companies that comply with the public company effective
dates.

 Response: We have revised the disclosure on pages 69 through 70 of Amendment No. 1.

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 We rely on a limited number of customers for a significant portion of our revenue... page 31

7.
 You state that a significant portion of your revenue has been generated from a limited number of
customers including the U.S. Army and Atlas. For all periods presented, to the extent material, please quantify the amount of revenue that you generated from each significant customer.

Response: We have revised the disclosure on page 35 of Amendment No. 1 to quantify the amount of revenue that Legacy Kodiak
generated from the U.S. Army. Further, we respectfully advise the Staff that Legacy Kodiak did not generate a material amount of revenue from Atlas Energy Solutions (“Atlas”) or any other customer during any of the periods
presented in the Registration Statement.

 We depend heavily on our commercial agreements with Atlas... page 32

8.
 Please revise to disclose the terms of Legacy Kodiak’s Master Services Agreement (MSA) with Atlas,
including the date the agreement was entered into and the length and amount of the contract. Also, tell us your consideration to disclose any remaining performance obligations as of December 31, 2024, in the financial statement footnotes related to
the Atlas MSA or any other arrangements. In this regard, disclosure on page 292 indicates that Legacy Kodiak anticipates entering into long-term master service contracts with customers for terms of three to four years. Refer to ASC 606-10-50-13.

Response: We have revised the disclosure on page 36 of Amendment No. 1 to disclose the terms of Legacy Kodiak’s Master
Services Agreement with Atlas (the “Atlas MSA”). We respectfully advise the Staff that we considered the footnote disclosure required under ASC 606-10-50-13 as it related to the Atlas MSA and determined that, as of December 31, 2024, it was immaterial quantitatively and qualitatively to the Legacy Kodiak financial statement footnotes
because the remaining performance obligations would be performed over 4 years and the related future revenues for each annual period to December 2028 relative to Legacy Kodiak’s historical revenues for the year ended December 31, 2024
represented less than 10%. We have included the disclosures in the interim period as of March 31, 2025 on page F-96 of Amendment No. 1 as required by ASC 606-10-50-13. Further, we respectfully advise the Staff that Legacy Kodiak does not have any other arrangements with remaining performance obligations that have an original expected duration of more
than one year.

 The Business Combination Proposal, page 100

9.
 Please revise your disclosure to describe the material roles and responsibilities of your sponsor, its
affiliates, and any promoters in directing and managing your activities. Refer to Item 1603(a)(4) of Regulation S-K.

Response: We have revised the disclosure on pages 121 through 122 of Amendment No. 1 to clarify that the Sponsor’s sole
role and responsibility is to provide capital and administrative support and related services to AACT. No affiliates or promoters direct or manage AACT’s activities.

 4

 Fairness Opinion of Lincoln International LLC, page 130

10.
 You disclose that Lincoln International LLC considered documents related to the “probable future
outlook of Legacy Kodiak” provided by the management of Legacy Kodiak and the company. Please discuss whether Lincoln International LLC and/or the board considered financial projections in evaluating the proposed business combination. If so,
disclose why the projections or forecasts regarding the “probable future outlook of Legacy Kodiak” were not included in the filing.

Response: We respectfully acknowledge the Staff’s comment and inform the Staff that there were no financial projections provided to
or considered by the AACT Board, the Special Committee, or by Lincoln in connection with their respective evaluations of the proposed Business Combination. The AACT Board, the Special Committee, and Lincoln were each provided with Legacy
Kodiak’s internally derived economic assumptions and metrics related to the Kodiak Driver-as-a-Service (which we describe in
the Registration Statement as the “Kodiak Driver-as-a-Service Economics”) for their respective evaluation of the
Business Combination. The Kodiak Driver-as-a-Service Economics information is included in the section of the Registration
Statement entitled “The Business Combination Proposal—Kodiak Driver-as-a-Service Economics Information.”

 Unaudited Pro Forma Condensed Combined Financial Information Expected Accounting Treatment of the Business Combination, page 221

11.
 Please revise to include SAB 74 disclosure in Ares’ financial statement footnotes addressing when
they intend to adopt ASU 2025-03 and the impact of such adoption of your financial statements. In this regard, we note the adoption of ASU 2025-03 will impact the
identification of the accounting acquirer in a business combination that is affected primarily by exchanging equity interests in which a VIE is acquired. Accordingly, tell us how, or if, you considered the impact of this guidance on your pro forma
financial statements.

 Response: We respectfully acknowledge the Staff’s comment and inform the Staff
that both AACT and Legacy Kodiak will early adopt ASU 2025-03 as of April 1, 2025. As the Business Combination will close subsequent to April 1, 2025, we have assessed the accounting treatment for
the Business Combination assuming ASU 2025-03 has already been adopted for pro forma purposes. This results in the Business Combination being accounted for as a reverse recapitalization under both the No
Redemption and the Maximum Redemption Scenarios. We have revised the disclosure in Amendment No. 1 to reflect the adoption of ASU 2025-03 in the section entitled “Unaudited Pro Forma Condensed
Combined Financial Information.”

 5

12.
 Please revise to disclose the maximum redemption level (or approximate range of redemptions) at which the
business combination transaction would still be accounted for as a reverse recapitalization. Also, consider revising to present a third column in your pro forma financial statements to reflect this scenario.

Response: As discussed in response to Comment 11 above, the Business Combination will be accounted for as a reverse recapitalization in
all scenarios assuming the adoption of ASU 2025-03. We have revised the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” in Amendment No. 1 accordingly.

13.
 We note that you intend to account for Earn Out Securities as liability instruments while Sponsor Earn
Out Securities will receive equity treatment. Please provide us with your analysis under ASC 815-40 that supports your accounting for each of these arrangements.

 Response: We respectfully advise the Staff that we were in the
process of interpreting the legal terms and conditions in respect of the Earn Out Securities and Sponsor Earn Out Securities, and the prior accounting was preliminary, as was disclosed in the pro forma financial statements in the Registration
Statement. After further evaluation of the application of ASC 815-40 to the Earn Out Securities and Sponsor Earn Out Securities, we have determined that both the Earn Out Securities and Sponsor Earn Out
Securities qualify for equity treatment under ASC 815-40. We have revised the disclosure in Amendment No. 1 to reflect such treatment in the section entitled “Unaudited Pro Forma Condensed
Combined Financial Information.”

 ASC 815-40 provides for equity classification if an
arrangement or instrument (1) is indexed to the issuer’s stock (ASC 815-40-15) and (2) meets the requirements of the equity classification guidance (ASC 815-40-25). The indexation guidance under ASC 815-40-15 requires a reporting
entity to evaluate an instrument’s contingent exercise provisions and settlement provisions.

 The Earn Out Securities are subject to
forfeiture and are issued or vest, if applicable, upon the achievement of certain milestones based on the volume-weighted average price per share of Kodiak Common Stock. Specifically, one-third of the Earn Out
Securities are issued or vest upon the volume-weighted average price per share of Kodiak Common Stock meeting each of the following targets: $18.00, $23.00 and $28.00, in each case for 20 out of 30 consecutive trading days occurring no later than
the 4th anniversary of the consummation of the Business Combination (“Triggering Event I Threshold”, “Triggering Event II Threshold”, and “Triggering Event III
Threshold”, respectively, or “Triggering Event Thresholds”). If before such 4th anniversary, there is a Change of Control that will result in holders of Kodiak Common Stock receiving a per share price equal to or
in excess of any of the Triggering Event Thresholds, then the respective Triggering Event shall be deemed to occur and the relevant Earn Out Securities shall be issued, or v