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CORRESP

 CONFIDENTIAL TREATMENT REQUESTED

BY ARES ACQUISITION CORPORATION II and

 KODIAK ROBOTICS, INC.: AACT-001

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO 17 CFR 200.83 WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY
THE MARK “[****].” THE OMITTED PORTIONS ARE BRACKETED IN THE UNREDACTED SUBMISSION FOR EASE OF IDENTIFICATION.

 Ares Acquisition
Corporation II

 245 Park Avenue, 44th Floor

 New York, NY
10167

 Kodiak Robotics, Inc.

 1049 Terra Bella Avenue

Mountain View, CA 94043

 July 25, 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.

Amendment No. 1 to Registration Statement on Form S-4

Filed June 30, 2025

File No. 333-287278

 1

 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 July 16, 2025 with respect to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-287278), filed with the Commission on
June 30, 2025 (the “Registration Statement”). As used in this letter (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. 2 to the Registration
Statement on Form S-4 (“Amendment No. 2”).

Because of the commercially sensitive nature of certain information contained in this Letter, this submission is accompanied by our request
for confidential treatment for selected portions of this Letter. We have filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the
Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of our letter to the Office of Freedom of Information and Privacy Act Operations, as well as a copy of this
correspondence, marked to show the portions redacted from the version filed via EDGAR and for which we are requesting confidential treatment. For the convenience of the Staff, we are providing to the Staff a copy of this Letter through the
Staff’s secure file transfer.

 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. 2 unless otherwise specified. Capitalized terms used but not defined in this Letter have the meanings set forth in Amendment No. 2.

Amendment No. 1 to Registration Statement on Form S-4

Cover Page

1.
 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 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.

 Response: We acknowledge the Staff’s comment and advise the Staff that we believe that showing the shares
of Kodiak Common Stock underlying the Exchanged Kodiak Options in the cover page table and the first tables on pages xxi and 4 most accurately

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presents the number of shares that are expected to be outstanding immediately following the Business Combination and is therefore the most informative and useful presentation for investors. As
noted in our response to prior comment 1, 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, such that the holders of such options will choose to exercise such Legacy Kodiak Options prior to their expiration. Excluding shares of Kodiak Common Stock underlying the Exchanged
Kodiak Options from the cover page table and the first tables on pages xxi and 4 would therefore have the effect of meaningfully understating the likely dilution that shareholders will experience. Accordingly, we believe including the shares
underlying the Exchanged Kodiak Options in such tabular presentations is the most informative and meaningful presentation for investors.

We acknowledge the Staff’s comment regarding the discrepancy in the number of shares of Kodiak Common Stock underlying the Exchanged
Kodiak Options. The disclosure of the lower number of Exchanged Kodiak Options on page 238 of Amendment No. 1 and on page 242 of Amendment No. 2 reflects the number of shares of Kodiak Common Stock underlying the Exchanged Kodiak Options
as of December 31, 2024, which is the applicable period in those disclosures, while throughout the remainder of the filing we disclose the number of shares of Kodiak Common Stock underlying the Exchanged Kodiak Options as of the date of the
filing.

 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.

 Response: We have revised the disclosure on pages 5
through 7 of Amendment No. 2.

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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.

 Response: We have revised the disclosure on pages 7 and 8 of
Amendment No. 2.

 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.

Response: We have revised the disclosure on pages 27 and 28 of Amendment No. 2.

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.

 Response: We have revised the disclosure on page 39 of Amendment No. 2.

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.

 Response: We have revised the disclosure on pages 73 and 74 of Amendment No. 2.

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 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.

 Response: We advise the Staff that neither the Sponsor nor the Sponsor Affiliate Investor
has indicated whether it will elect to cause the Overfunding Loans or the Exchanged SAFE Loan, respectively, to be converted. As such, we believe it is appropriate to assume that neither the Exchanged SAFE Loan nor the Overfunding Loan will be
converted into equity in connection with the Closing. We have revised pro forma adjustment (C3) in Amendment No. 2 to reflect such assumption. We have also included disclosure regarding (i) the due date for payments under the Exchanged
SAFE Loan should the Sponsor Affiliate elect not to convert this loan, (ii) the number of shares of Kodiak Common Stock that would be issued should the Sponsor Affiliate Investor elect to convert the Exchanged SAFE Loan into Kodiak Common Stock
and (iii) the potentially dilutive impact on pro forma per share amounts if the Exchanged SAFE Loan is converted.

 We have revised
pro forma adjustment (C7) to disclose the number of warrants that would be issued and the impact to pro forma per share amounts should the Sponsor elect to convert the Overfunding Loans into Kodiak Warrants.

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.

Response: We advise the Staff that pro forma adjustment (C8), which relates to a net increase to additional paid-in-capital of $36.5 million and a corresponding reduction in cash, consists of $21.4 million and $15.1 million of transaction costs incurred or expected to
be incurred subsequent to March 31, 2025 by AACT and Legacy Kodiak, respectively. The $21.4 million of AACT transaction costs includes $12.9 million in investment advisory fees and $8.5 million in legal fees. The
$15.1 million of Legacy Kodiak transaction costs payable in cash consists of $8.0 million in legal fees, $3.0 million in investment advisory fees, $2.9 million in accounting-related fees and $1.2 million in other direct and
incremental transaction fees. Additionally, as disclosed in pro forma adjustment (C8), management expects Legacy Kodiak to satisfy its obligation to pay $12.5 million of investment advisory fees related to the Business Combination in shares of
Kodiak Common Stock upon the Closing.

 5

 The Business Combination will be accounted for as a reverse capitalization under all
scenarios, rather than a business combination accounted for under ASC 805, Business Combinations. As all instruments issued or assumed in the SPAC merger are equity-classified, any direct and incremental costs incurred by Legacy Kodiak are being
deferred and recognized in equity upon the Closing, consistent with SAB Topic 5.A. As such costs will not impact earnings, we have not reflected these costs as an adjustment to the pro forma statement of operations.

Further, AACT transaction costs are included in pro forma adjustment (C8) to reflect the impact on the pro forma cash balance available to
Kodiak upon the Closing. Costs incurred by AACT have or will be expensed as incurred in AACT’s pre-transaction financial statements. We have not included a pro forma adjustment to remove any recorded
transaction costs in AACT’s historical statement of operations. Additionally, we have not included a pro forma adjustment to add transaction costs incurred or to be incurred by AACT after the historical period in reliance on the Commission
Staff speech by Mr. Olinger at the 2022 AICPA & CIMA Conference on Current SEC and PCAOB Developments regarding acquiree transaction costs.

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.

 Response: We have revised page 316 of Amendment No. 2 to disclose the terms of Legacy Kodiak’s
arrangements with J.B. Hunt and Werner Enterprises. With respect to the amount of revenue recognized from these arrangements, we acknowledge the Staff’s comment and advise the Staff that the case studies are meant to be illustrative of the
technological progression of the Kodiak Driver and the maturation of Legacy Kodiak’s product implementations with these customers. The revenue recognized in respect of such arrangements has been immaterial to date with the exception of the U.S.
Army. We have revised the disclosure on page 310 of Amendment No. 2 accordingly. We advise the Staff that we do not believe that further disclosure of customer-specific revenue is material to potential investors, as no customer of Legacy
Kodiak, other than the U.S. Army, was material to Legacy Kodiak’s revenue during the periods covered by the financial statements presented in the Registration Statement.

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 Ares Acquisition Corporation II

Note 2. Significant Accounting Policies

 Recent
Accounting Pronoun