SEC Company Response from Kodiak AI, (KDK) — Aug 25, 2025
Kodiak AI, Inc.
Date: Aug. 25, 2025 · CIK: 0001853138 · Accession: 0001193125-25-187393
AI Filing Summary & Sentiment
File numbers found in text: 333-287278
Referenced dates: August 21, 2025
Letter
Ares Acquisition Corporation II
245 Park Avenue, 44th Floor
New York, NY 10167
Kodiak Robotics, Inc.
1049 Terra Bella Avenue
Mountain View, CA 94043
August 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. 3 to Registration Statement on Form S-4
Filed August 15, 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 August 21, 2025 with respect to Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-287278), filed with the Commission on August 15, 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. 4 to the Registration Statement on Form S-4 (“Amendment No. 4”).
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. 4 unless otherwise specified. Capitalized terms used but not defined in this Letter have the meanings set forth in Amendment No. 4.
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
1. 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 fully repaid in cash in connection with the Closing. Please revise to include a pro forma adjustment reflecting this repayment or otherwise advise.
Response: We have revised the disclosure on pages 247 and 248 of Amendment No. 4.
Note 3 - Pro Forma Adjustments
Pro Forma Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page
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.
Response: We have revised the disclosure on page 248 of Amendment No. 4.
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.
Response: We advise the Staff that Legacy Kodiak has executed agreements for all additional Second Lien Loans disclosed in Amendment No. 4. We have revised the disclosure on pages F-101 and F-102 of Amendment No. 4. As described in Amendment No. 4, (i) on August 15, 2025, a vehicle owned by certain Ares employees, in which an officer and director of AACT are invested, committed for and funded $12.1 million of additional Second Lien Loans and (ii) as of August 22, 2025, an officer of AACT and an institutional investor funded $0.4 million and $0.5 million, respectively, of additional Second Lien Loans. While we present the various ownership tables in Amendment No. 4 as of August 18, 2025, the most recent practicable date, we believe including the shares of Kodiak Common Stock issuable in connection with the conversion of such later funded Second Lien Loans more accurately presents the likely dilution of the non-redeeming shareholders of AACT who become stockholders of Kodiak.
If any additional supplemental information is required by the Staff or if you have any questions regarding the foregoing, please direct any such requests or questions to Philippa Bond, P.C. of Kirkland & Ellis LLP at (310) 552-4222 or Monica Shilling, P.C. of Kirkland & Ellis LLP at (310) 552-4355 or Melissa Rick of Wilson Sonsini Goodrich & Rosati, P.C. at (650) 849-3059 or Austin March of Wilson Sonsini Goodrich & Rosati, P.C. at (512) 338-5410.
Very truly yours,
ARES ACQUISITION CORPORATION II
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CORRESP 1 filename1.htm 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 August 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. 3 to Registration Statement on Form S-4 Filed August 15, 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 August 21, 2025 with respect to Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-287278), filed with the Commission on August 15, 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. 4 to the Registration Statement on Form S-4 (“Amendment No. 4”). 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. 4 unless otherwise specified. Capitalized terms used but not defined in this Letter have the meanings set forth in Amendment No. 4. 1 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 1. 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 fully repaid in cash in connection with the Closing. Please revise to include a pro forma adjustment reflecting this repayment or otherwise advise. Response: We have revised the disclosure on pages 247 and 248 of Amendment No. 4. 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. Response: We have revised the disclosure on page 248 of Amendment No. 4. 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. Response: We advise the Staff that Legacy Kodiak has executed agreements for all additional Second Lien Loans disclosed in Amendment No. 4. We have revised the disclosure on pages F-101 and F-102 of Amendment No. 4. As described in Amendment No. 4, (i) on August 15, 2025, a vehicle owned by certain Ares employees, in which an officer and director of AACT are invested, committed for and funded $12.1 million of additional Second Lien Loans and (ii) as of August 22, 2025, an officer of AACT and an institutional investor funded $0.4 million and $0.5 million, respectively, of additional Second Lien Loans. While we present the various ownership tables in Amendment No. 4 as of August 18, 2025, the most recent practicable date, we believe including the shares of Kodiak Common Stock issuable in connection with the conversion of such later funded Second Lien Loans more accurately presents the likely dilution of the non-redeeming shareholders of AACT who become stockholders of Kodiak. 2 If any additional supplemental information is required by the Staff or if you have any questions regarding the foregoing, please direct any such requests or questions to Philippa Bond, P.C. of Kirkland & Ellis LLP at (310) 552-4222 or Monica Shilling, P.C. of Kirkland & Ellis LLP at (310) 552-4355 or Melissa Rick of Wilson Sonsini Goodrich & Rosati, P.C. at (650) 849-3059 or Austin March of Wilson Sonsini Goodrich & Rosati, P.C. at (512) 338-5410. Very truly yours, ARES ACQUISITION CORPORATION II By: /s/ Allyson Satin Name: Allyson Satin Title: Chief Operating Officer KODIAK ROBOTICS, INC. By: /s/ Don Burnette Name: Don Burnette Title: Chief Executive Officer Enclosures cc: Philippa Bond, P.C. Monica Shilling, P.C. Walton Dumas Van Whiting Kirkland & Ellis LLP Jeffrey Saper Melissa Rick Austin March Wilson Sonsini Goodrich & Rosati, P.C. 3