SecProbe.io

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 June 5, 2026

Don Burnette
Chief Executive Officer
Kodiak AI, Inc.
1049 Terra Bella Avenue
Mountain View, California 94043

 Re: Kodiak AI, Inc.
 Registration Statement on Form S-1
 Filed May 29, 2026
 File No. 333-296358
Dear Don Burnette:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Kathleen Krebs at 202-551-3350 or Matthew Derby at
202-551-3334 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Melissa Rick, Esq.
</TEXT>
</DOCUMENT>

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 Document Kodiak AI, Inc. 1049 Terra Bella Avenue Mountain View, CA 94043 June 5, 2026 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Kodiak AI, Inc. Registration Statement on Form S-1 (the “Registration Statement”) File No. 333-296358 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Kodiak AI, Inc. (the “ Registrant ”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:30 p.m., Eastern Time, on June 9, 2026, or as soon thereafter as practicable, or at such other time as the Registrant or its outside counsel, Wilson Sonsini Goodrich & Rosati, P.C., request by telephone that such Registration Statement be declared effective. Please contact 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 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter. Sincerely, KODIAK AI, INC. /s/ Surajit Datta Name: Surajit Datta Title: Chief Financial Officer

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 Kodiak AI, Inc.
 1049 Terra Bella Avenue
 Mountain View, CA 94043
 November 19, 2025 VIA EDGAR
 Securities and Exchange Commission Division of
Corporation Finance Office of Technology 100 F Street, N.E.
 Washington, D.C. 20549-3561

 Re:
 Kodiak AI, Inc.
 Registration Statement on Form S-1 (the “Registration Statement”)
 File No. 333-290832
 Ladies and Gentlemen: Pursuant to Rule 461
under the Securities Act of 1933, as amended, Kodiak AI, Inc. (the “ Registrant ”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:30 p.m., Eastern Time, on November 21,
2025, or as soon thereafter as practicable, or at such other time as the Registrant or its outside counsel, Wilson Sonsini Goodrich & Rosati, P.C., request by telephone that such Registration Statement be declared effective.
 Please contact 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 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding
this matter.

 Sincerely,

 KODIAK AI, INC.

 /s/ Don Burnette

 Name: Don Burnette

 Title: Chief Executive Officer

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 Ares Acquisition Corporation II

c/o Ares Management LLC

245 Park Avenue, 44th Floor

New York, NY 10167

Kodiak Robotics, Inc.

1049 Terra Bella Avenue

Mountain View, CA 94043

August 27, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, D.C. 20549-3561

Attention:
 Brittany Ebbertt

 
 Kathleen Collins

 
 Marion Graham

 
 Jan Woo

Re:
 Ares Acquisition Corporation II

 
 Kodiak Robotics, Inc.

 
 Registration Statement on Form S-4 (the “Registration
Statement”)

 
 File No. 333-287278

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Ares Acquisition Corporation II (“AACT”) and Kodiak Robotics, Inc. (“Legacy Kodiak” and, together with AACT, the “Registrants”) hereby request
acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on August 29, 2025, or as soon thereafter as practicable, or at such other time as the Registrants, Kirkland & Ellis LLP,
special counsel to AACT, or Wilson Sonsini Goodrich & Rosati, P.C., counsel to Legacy Kodiak, request by telephone that such Registration Statement be declared effective.

Please contact Philippa Bond, P.C. of Kirkland & Ellis LLP at (310) 552-4222, Monica
Shilling, P.C. of Kirkland & Ellis LLP at (310) 552-4355, 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 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,

ARES ACQUISITION CORPORATION II

 /s/ Allyson Satin

Name: Allyson Satin

Title: Chief Operating Officer

KODIAK ROBOTICS, INC.

 /s/ Don Burnette

Name: Don Burnette

Title: Chief Executive Officer

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 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

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

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 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 15, 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. 2 to Registration Statement on Form S-4

 
 Filed July 28, 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 11, 2025 with respect to Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-287278), filed with the Commission on July 28, 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. 3 to the Registration Statement on Form S-4 (“Amendment No. 3”).

 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. 3 unless otherwise specified. Capitalized terms used
but not defined in this Letter have the meanings set forth in Amendment No. 3.

 1

 Amendment No. 2 to Registration Statement on Form S-4

 Cover Page

1.
 We note from your response to prior comment 1 that you expect the Exchanged Kodiak Option holders will
exercise their options prior to expiration given a vast majority are significantly in-the-money. Please revise footnote (3) to the table
to explain that you expect all Exchanged Kodiak Options will have an exercise price significantly less than the Redemption Price such that you believe it is probable option holders will exercise these options.
Similar revisions should be made throughout the filing wherever these options are included in total shares outstanding following the Business Combination, including on pages xxii, xxxi, 3, 4, 8, 30 and 158.

Response: We have revised the disclosure in the footnote on the cover page and throughout Amendment No. 3, as applicable.

2.
 Please revise your cover page to disclose, in tabular format, the price paid or to be paid for securities
issued or to be issued to the SPAC sponsor and its affiliates in connection with the de-SPAC transaction or any related financing transaction. Refer to Item 1604(a)(3) of Regulation S-K.

 Response: We have revised the disclosure on the
cover page of Amendment No. 3.

 Summary of the Proxy Statement/Prospectus

Dilution, page 5

3.
 Please explain the reference to footnote (4) in the “Anticipated
transaction expenses to be incurred by AACT” line item of the numerator adjustments table on page 6 or revise to remove. In addition, explain why the transaction expense adjustment changes based on the redemption levels given you state in
response to prior comment 8 that such expenses include $12.9 million of investment advisory fees and $8.5 million in legal fees.

Response: We have revised the disclosure on page 7 of Amendment No. 3.

4.
 We note you include an adjustment to the numerator for “Contributions to AACT Trust Account.”
Considering the contribution obligations will be reimbursed as reflected in pro forma adjustment (C6), please revise to also reflect the repayment of such obligation or remove this line item from your reconciliation.

Response: We have revised the disclosure on page 7 of Amendment No. 3.

5.
 We note you include an adjustment to the numerator of your net tangible book value calculations for
“Incremental accrued interest on Trust Account,” which appears to reflect interest earned after March 31, 2025. Please revise to remove this adjustment as it does not appear to meet the definition of a
probable or consummated transaction for purposes of this disclosure as outlined in Section II.D.3 (page 104) of SEC Release 33-11265. Further, it appears this adjustment is not appropriate as it reflects
income earned but no other operating activity that occurred after the balance sheet date.

 Response:
We have revised the disclosure on page 7 of Amendment No. 3.

 2

 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 239

6.
 We note your response to prior comment 8. Please revise to separately disclose the amount and nature of
the transaction expenses related to each of AACT and Legacy Kodiak as provided in your response. Additionally, disclose the amount of any transaction costs incurred by AACT that are already reflected in the historical financial statements. Finally,
we note your conclusion not to include a pro forma income statement adjustment to add transaction costs incurred or to be incurred by AACT after the historical period based on the guidance in SAB Topic 5.A and the speech referenced in your response.
However, costs incurred by the registrant after the historical periods should be reflected as a pro forma expense as if the adjustments were made at the beginning of the fiscal year presented. Please revise accordingly.

 Response: We have revised the disclosures on pages 245 through 247 of Amendment No. 3.

Kodiak Robotics, Inc.

 Notes to Condensed Financial
Statements (unaudited)

 Note 16, Subsequent Events, page F-98

7.
 It appears from your response to prior comment 1 that additional Legacy Kodiak Options were granted after
the most recent balance sheet date of March 31, 2025. Please revise to include a discussion of such grants and the associated compensation expense, if material. Refer to ASC 855-10-50-2. In your response, tell us how the pending Business Combination Agreement factored into your valuation of the underlying common stock used in determining
the fair value of the options granted since March 31, 2025 and provide us with the underlying share fair value and exercise price used in your Black-Scholes calculations for such grants.

 Response: We advise the Staff that Legacy Kodiak Options granted from April 1, 2025 through June 30,
2025 have been included in Legacy Kodiak’s condensed financial statements as of and for the six months ended June 30, 2025 and are reflected in the stock option activity table on F-99. Legacy Kodiak has also summarized the options it
granted after June 30, 2025 in the subsequent events footnote on F-102.

 Legacy Kodiak has utilized valuation reports prepared by a
third-party firm in assessing the fair value of its common stock when granting options. Since March 31, 2025, such valuation reports used a probability-weighted expected return model with the following two scenarios: (i) Legacy Kodiak
consummates a business combination

 3

transaction with a special purposes acquisition company (e.g., the Business Combination) and (ii) Legacy Kodiak continues to operate as a private company. Legacy Kodiak’s
April 30, 2025 valuation report had a merger probability of 65% and a discount for lack of marketability of 8%, resulting in a common stock fair value of $4.53 per share, compared to a merger probability of 80% and a discount for lack of
marketability of 6%, resulting in a common stock fair value of $5.88 per share, in Legacy Kodiak’s June 30, 2025 valuation report. The increase in the probability of a merger increased over time as the anticipated merger progressed as
planned. The following table summarizes the underlying per share common stock fair value and exercise price used in Legacy Kodiak’s Black-Scholes calculations for options granted after March 31, 2025.

 Grant Date

Number of
Legacy Kodiak
Options Granted

Underlying per
Share Fair Value

Exercise Price
per Share

 May 27, 2025

4,622,608

$5.13

$4.53

 June 11, 2025

272,567

$5.46

$4.53

 June 25, 2025

818,795

$5.77

$4.53

 June 27, 2025

3,584,841

$5.81

$4.53

 August 5, 2025

1,389,883

*

$5.88

 * The Company is in the process of determining the estimated fair value of these
options, which will be reflected in its financial statements as of and for the nine months ending September 30, 2025.

 General

8.
 You state in your response to comment 1 in your June 30, 2025, letter
that you will continue to evaluate the potential incremental PIPE Investment and will ensure that the final Form S-4 presentations reflect the current facts and expectations at the time of effectiveness.
Please tell us the current status of the remaining expected $40.0 million PIPE Subscriptions. To the extent you are unable to obtain the additional financing prior to effectiveness, ensure you revise your ownership
tables throughout the filing to reflect only the committed subscriptions, which currently appears to be $60.0 million.

Response: We have revised the disclosure on the cover page and throughout Amendment No. 3, as applicable.

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.

 4

 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.

 5

August 11, 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. 2 to Registration Statement on Form S-4
Filed July 28, 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 July 16, 2025 letter.
Amendment No. 2 to Registration Statement on Form S-4
Cover Page
We note from your response to prior comment 1 that you expect the Exchanged
Kodiak Option holders will exercise their options prior to expiration given a vast
majority are significantly in-the-money. Please revise footnote (3) to the table to 1.

August 11, 2025
Page 2
explain that you expect all Exchanged Kodiak Options will have an exercise price
significantly less than the Redemption Price such that you believe it is probable option
holders will exercise these options. Similar revisions should be made throughout the
filing wherever these options are included in total shares outstanding following the
Business Combination, including on pages xxii, xxxi, 3, 4, 8, 30 and 158.
2.Please revise your cover page to disclose, in tabular format, the price paid or to be
paid for securities issued or to be issued to the SPAC sponsor and its affiliates in
connection with the de-SPAC transaction or any related financing transaction. Refer
to Item 1604(a)(3) of Regulation S-K.
Summary of the Proxy Statement/Prospectus
Dilution, page 5
3.Please explain the reference to footnote (4) in the "Anticipated transaction expenses to
be incurred by AACT" line item of the numerator adjustments table on page 6 or
revise to remove. In addition, explain why the transaction expense adjustment changes
based on the redemption levels given you state in response to prior comment 8 that
such expenses include $12.9 million of investment advisory fees and $8.5 million in
legal fees.
4.We note you include an adjustment to the numerator for "Contributions to AACT
Trust Account." Considering the contribution obligations will be reimbursed as
reflected in pro forma adjustment (C6), please revise to also reflect the repayment of
such obligation or remove this line item from your reconciliation.
5.We note you include an adjustment to the numerator of your net tangible book value
calculations for "Incremental accrued interest on Trust Account," which appears to
reflect interest earned after March 31, 2025. Please revise to remove this adjustment
as it does not appear to meet the definition of a probable or consummated transaction
for purposes of this disclosure as outlined in Section II.D.3 (page 104) of SEC Release
33-11265. Further, it appears this adjustment is not appropriate as it reflects income
earned but no other operating activity that occurred after the balance sheet date.
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
239
6.We note your response to prior comment 8. Please revise to separately disclose the
amount and nature of the transaction expenses related to each of AACT and Legacy
Kodiak as provided in your response. Additionally, disclose the amount of any
transaction costs incurred by AACT that are already reflected in the historical
financial statements. Finally, we note your conclusion not to include a pro forma
income statement adjustment to add transaction costs incurred or to be incurred by
AACT after the historical period based on the guidance in SAB Topic 5.A and the
speech referenced in your response. However, costs incurred by the registrant after the
historical periods should be reflected as a pro forma expense as if the adjustments
were made at the beginning of the fiscal year presented. Please revise accordingly.

August 11, 2025
Page 3
Kodiak Robotics, Inc.
Notes to Condensed Financial Statements (unaudited)
Note 16. Subsequent Events, page F-98
7.It appears from your response to prior comment 1 that additional Legacy Kodiak
Options were granted after the most recent balance sheet date of March 31, 2025.
Please revise to include a discussion of such grants and the associated compensation
expense, if material. Refer to ASC 855-10-50-2. In your response, tell us how the
pending Business Combination Agreement factored into your valuation of the
underlying common stock used in determining the fair value of the options granted
since March 31, 2025 and provide us with the underlying share fair value and exercise
price used in your Black-Scholes calculations for such grants.
General
8.You state in your response to comment 1 in your June 30, 2025, letter that you will
continue to evaluate the potential incremental PIPE Investment and will ensure that
the final Form S-4 presentations reflect the current facts and expectations at the time
of effectiveness. Please tell us the current status of the remaining expected $40.0
million PIPE Subscriptions. To the extent you are unable to obtain the additional
financing prior to effectiveness, ensure you revise your ownership tables throughout
the filing to reflect only the committed subscriptions, which currently appears to be
$60.0 million.
            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

CORRESP
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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

 2

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.

 3

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.

 4

 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.

 6

 Ares Acquisition Corporation II

Note 2. Significant Accounting Policies

 Recent
Accounting Pronoun

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

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

 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.

 1

 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.

 3

 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

June 11, 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
Registration Statement on Form S-4
Filed May 14, 2025
File No. 333-287278
Dear David Kaplan and Don Burnette:
            We have reviewed your 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.
Registration Statement on Form S-4
Cover Page
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 1.

June 11, 2025
Page 2
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.
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.
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.
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.
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.
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.
We rely on a limited number of customers for a significant portion of our revenue..., page 31
You state that a significant portion of your revenue has been generated from a limited 7.

June 11, 2025
Page 3
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.
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.
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.
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.
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.
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.
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.

June 11, 2025
Page 4
Pro forma Ownership after the Business Combination, page 224
14.Please revise footnote 4 to the table to disclose the number of shares underlying each
of the conversion of SAFEs and Second Lien Loans and the shares issuable related to
exercise of the Legacy Kodiak warrants.
Note 3 - Pro Forma Adjustments
Pro Forma Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page
232
15.We note that the Exchanged SAFE Loan will be convertible into Kodiak Common
Stock at the Sponsor Affiliates Investor's option. To the extent the Exchanged SAFE
Loan is not converted, such borrowings will remain outstanding after the Closing.
Please explain your basis for assuming conversion of the Exchanged SAFE Loan in
pro forma adjustment C3. In this regard, tell us and revise to clarify whether the
Sponsor Affiliate Investor has elected to convert their Loan at Closing. Similarly,
explain your basis for assuming repayment in cash of the Overfunding Loans held by
the Sponsor in pro forma adjustment C7 and revise your disclosures as necessary.
16.Please revise to disclose the number of Kodiak shares issued related to the SAFE
Agreements, the Second Lien Loans and the Legacy Kodiak warrants reflected in pro
forma adjustments C2, C3 and C4, respectively.
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined
Statements of Operations, page 234
17.We note pro forma adjustment F6 is shown on the face of the pro forma income
statement but there is no corresponding pro forma note. Please explain or revise to
remove this reference.
18.We note that pro forma adjustment F1 gives effect to the termination of the Trust
Agreement, in part, by eliminating interest income on Trust assets under both the no
redemption scenario, in which you appear to retain trust assets, and the maximum
redemption scenario, in which you appear to liquidate the trust assets. Please tell us
why you believe the same adjustment is appropriate under Rule 11-02(a)(6)(i)(B)
given the difference in the pro forma balance sheet treatment under each scenario.
Information About AACT, page 238
19.Please revise to include all of the information regarding the Sponsor required by Item
1603 of Regulation S-K.
Beneficial Ownership of Securities, page 274
20.Please disclose the information required by Item 403 of Regulation S-K regarding
Kodiak. Refer to Item 18(a)(5) of Form S-4.
21.Please identify the natural persons who exercise the voting and/or dispositive powers
with respect to the securities owned by entities, including but not limited to, First
Trust Capital Management L.P., AQR Capital Management, LLC, Westchester
Capital Management, LLC.

June 11, 2025
Page 5
Information About Legacy Kodiak, page 284
22.You state that you use artificial intelligence in your operations, product development,
services and solutions. We note that you also increased your spending on research and
development to support your artificial intelligence and machine learning
efforts.  Please revise to provide a more detailed discussion regarding the specific data
points or types of data your artificial intelligence platform collects and utilizes.
Clarify whether your AI or machine learning models use outside data sources, such as
publicly available datasets or from your other customers, or if they are closed-loop
systems.
Our Customers, page 295
23.We note your case study discussion beginning on page 296. Please tell us the amount
of revenue recognized from each of these arrangements for each period presented and
whether you consider such revenue to be from Driver-as-a-Service (DaaS), freight
delivery or autonomy solutions. Also, describe for us how you account for such
arrangements and revise your disclosures as necessary. For example, you refer to a
collaboration arrangement with J.B. Hunt in which the freight delivery services are
provided by both J.B. Hunt and Legacy Kodiak. Lastly, disclose the terms for each of
these arrangements. In this regard, clarify whether the U.S. Army contract has been
completed or when it will terminate. Similarly, explain whether you continue to
generate revenue from your 2024 collaboration with Textron Systems.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Legacy Kodiak
Key Operating Metrics, page 306
24.It appears the two metrics disclosed provide a means by which to measure operations
and revenue generated via your DaaS solutions. Please tell us, and revise to disclose
as applicable, what measures Legacy Kodiak uses to monitor their other operations
and revenue related to either delivery of freight via Kodiak-owned vehicles or
providing autonomy solutions and revise to include a quantified discussion of such
measures for each period presented. Refer to SEC Release 33-10751.
Results of Operations
Year Ended December 31, 2024 compared to Year Ended December 31, 2023, page 308
25.Please revise to include a discussion of the change in revenue separately for each of
your product and service offerings (i.e. DaaS, freight delivery and ground autonomy
solutions). Refer to Item 303(a) of Regulation S-K.
Kodiak Robotics, Inc.
Note 2. Summary of Significant Accounting Policies
Concentration of Risks, page F-30
Please revise to disclose information related to major customer(s) who generated 10%
or more of revenue in either period end. In this regard, it appears from your
disclosures on page 31, that contracts with the U.S Army have comprised a significant
percentage of your historical revenues. If customers are the same in both periods,
please identify them as such, for example, by distinguishing each customer as 26.

June 11, 2025
Page 6
Customer A, Customer B, etc. Refer to ASC 280-10-50-42.
Revenue Recognition, page F-33
27.We note Legacy Kodiak generates revenue from providing DaaS to customers,
delivering freight via Kodiak-owned autonomous trucks and demonstrating and
providing ground autonomy solutions to the U.S. Army.  Please provide us with a
breakdown of revenue for each of these revenue streams for each period presented. In
addition, include a discussion of your revenue recognition policy separately  for each
of these revenue streams and at a minimum, ensure you address the following:
•Disclose information related to the performance obligations for each revenue
stream, including the nature of goods or services included in each performance
obligation and how and when each performance obligation is satisfied, and
revenue is recognized. Refer to ASC 606-10-50-12.
•Disclose how you determine the standalone selling price for each of the
performance obligations in your multiple performance obligation
arrangements. Refer to ASC 606-10-50-20.
28.Please revise to disclose how the timing of satisfaction of performance obligations
relates to the timing of payment. In this regard, you state that customers are billed
upon meeting certain defined milestones in the contract upon completion of
services or in advance for autonomous driving solutions. Explain what is meant by
milestones and how this relates to your DaaS services, delivery of vehicles, freight
services or ground autonomy solutions. Refer to ASC 606-10-50-9.
Note 17. Segment, page F-54
29.We note net loss is the key measure of segment profit used by the CODM to allocate
resources and assess performance. Please revise to discuss how the CODM uses this
measure in assessing segment performance and deciding how to allocate resources.
Refer to 280-10-50-29f and the example at 280-10-55-54c.
General
30.Please revise throughout the filing to consistently and clearly disclose when Legacy
Kodiak began offering the DaaS services. In this regard, we note Legacy Kodiak
offered this service to Atlas as part of the agreement entered into December 2024.
However, elsewhere in the filing it is unclear whether this service was offered prior to
December 2024 and/or to Legacy Kodiak’s other commercial trucking customers as
defined on page 295.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rule 461 regarding requests for acceleration. Please allow adequate time for
us to review any amendment prior to the requested effective date of the registration
statement.

June 11, 2025
Page 7
            Please contact Brittany Ebbertt at 202-551-3572 or Kathleen Collins at 202-551-3499
if you have questions regarding co

CORRESP
1
filename1.htm

CORRESP

 Ares Acquisition Corporation II

c/o Ares Management LLC

245 Park Avenue, 44th Floor

New York, NY 10167

April 19, 2023

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Ronald E. Alper and Pam Howell

Re:
 Ares Acquisition Corporation II

Registration Statement on Form S-1

File No. 333-270951

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Ares Acquisition Corporation II (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:30 p.m., Eastern Time, on
April 20, 2023, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.

Please contact Monica J. Shilling, of Kirkland & Ellis LLP, special counsel to the Company, at
(310) 552-4355, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,

 /s/ Anton Feingold

Anton Feingold

Secretary

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR

Citigroup Global Markets Inc.

 388 Greenwich Street

New York, New York 10013

 UBS Securities LLC

1285 Avenue of the Americas

 New York, New York 10019

April 19, 2023

 Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Real
Estate & Construction

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Peter McPhun, Jennifer Monick,
Ronald E. Alper and Pam Howell

Re:
 Ares Acquisition Corporation II

Registration Statement on Form S-1

Registration File No. 333-270951

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Ares Acquisition Corporation II (the “Company”) for acceleration of the effective
date of the above-named Registration Statement on Form S-1, as amended, so that it becomes effective at 4:30 PM, Eastern Time, on April 20, 2023 or as soon thereafter as practicable, or at such other time
as the Company or its outside counsel, Kirkland & Ellis LLP, may orally request via telephone call that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, we, as representative of the several underwriters, wish to advise you that we intend to distribute to each
underwriter, dealer or institution who is reasonably anticipated to participate in the offering as many copies of the Preliminary Prospectus included in the above-named Registration Statement, as amended, as appears to be reasonable to secure
adequate distribution of the Preliminary Prospectus.

 We, the undersigned, as representative of the several underwriters, will comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

By:

Citigroup Global Markets Inc.

By:

/s/ John Eydenberg

Name:

John Eydenberg

Title:

Managing Director

By:

UBS Securities LLC

By:

/s/ Carlos Alvarez

Name:

Carlos Alvarez

Title:

Managing Director

By:

/s/ John Delgado-McCollum

Name:

John Delgado-McCollum

Title:

Director

CORRESP
1
filename1.htm

CORRESP

 Ares Acquisition Corporation II

c/o Ares Management LLC

245 Park Avenue, 44th Floor

New York, NY 10167

April 14, 2023

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Real Estate & Construction

 100 F
Street, NE

 Washington, D.C. 20549

 Attention: Peter McPhun,
Jennifer Monick, Ronald E. Alper and Pam Howell

Re:
 Ares Acquisition Corp II

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

Filed April 7, 2023

File No. 333-270951

Ladies and Gentlemen:

 This letter sets forth
responses of Ares Acquisition Corporation II (the “Company”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) set forth in your letter dated April 13, 2023, with respect to the above referenced Amendment No. 1 to Registration Statement on Form S-1 filed by the Company on
April 7, 2023 (the “Registration Statement”).

 In order to facilitate your review of our responses, we have restated
each of the Staff’s comments in this letter, and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s responses to each of the
Staff’s comments immediately below the corresponding numbered comment.

 In addition, the Company has revised the Registration
Statement in response to the Staff’s comments and is filing Amendment No. 2 to the Registration Statement on Form S-1 (the “Amended Registration Statement”) concurrently with
this letter, which reflects these revisions and clarifies certain other information. Page numbers in the text of the Company’s responses correspond to page numbers in the Amended Registration Statement. Unless otherwise indicated, capitalized
terms used herein have the meanings assigned to them in the Amended Registration Statement.

 Amendment No. 1 to Registration
Statement on Form S-1 filed April 7, 2023

 General

1.
 Staff’s comment: We note the revisions made in response to comment 1. However, we continue
to note reference to releasing the funds earlier than completion of the initial business combination on page 128. Please revise to remove or respond to the concerns raised in the prior comment 1. We also note the trust agreement filed as Exhibit
10.1 and the Trust Account Termination Letter attached as Exhibit A. In particular we note the representation that “on the Business Combination Consummation Commencement Date (i) counsel for the Company shall deliver to you written
notification that the Company has commenced the procedures to consummate the Business

Combination, or the Business Combination will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company.” Please revise the agreement
consistent with the revisions made to the prospectus or address the concerns raised in the prior comment 1.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 128 of the Amended
Registration Statement accordingly. We have also revised the Trust Account Termination Letter attached as Exhibit A to Exhibit 10.1 and the Form of Amended and Restated Memorandum and Articles of Association filed as Exhibit 3.2.

Risk Factors, page 41

2.
 Staff’s comment: We note your response to comment 3 and the revised disclosure and we
reissue the comment in part. If applicable, include in your disclosure that the excise tax could reduce the trust account funds available to pay redemptions. Describe the risks of the excise tax applying to redemptions in connection with de-SPACs, depending on the structure of the de-SPAC transaction. Also describe, if applicable, the risk that if existing SPAC investors elect to redeem their shares such that
their redemptions would subject the SPAC to the stock buyback excise tax, the remaining shareholders that did not elect to redeem may economically bear the impact of the excise tax.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 64 and 65 of the Amended
Registration Statement accordingly.

 We hope that the foregoing has been responsive to the Staff’s comments. If you have any
questions related to this letter, please contact Monica J. Shilling at (310) 552-4355, Philippa Bond at (310) 552-4222 and Tamar Donikyan at (212) 909-3421 of Kirkland & Ellis LLP.

 Sincerely,

 /s/ Anton Feingold

 Anton Feingold

 VIA E-MAIL

cc:
 Monica J. Shilling, P.C.

Philippa Bond, P.C.

 Christian
Nagler, P.C.

 Tamar Donikyan

H. Thomas Felix

Kirkland & Ellis LLP

Paul D. Tropp

Ropes & Gray LLP

 2

United States securities and exchange commission logo
April 13, 2023
David B. Kaplan
Chief Executive Officer and Co-Chairman
Ares Acquisition Corp II
c/o Ares Management LLC
245 Park Avenue, 44th Floor
New York, NY 10167
Re:Ares Acquisition Corp II
Amendment No. 1 to Registration Statement on Form S-1
Filed April 7, 2023
File No. 333-270951
Dear David B. Kaplan:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 6, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed April 7, 2023
General
1.We note the revisions made in response to comment 1.  However, we continue to note
reference to releasing the funds earlier than completion of the initial business combination
on page 128.  Please revise to remove or respond to the concerns raised in the prior
comment 1.  We also note the trust agreement filed as Exhibit 10.1 and the Trust Account
Termination Letter attached as Exhibit A.  In particular we note the representation that "on
the Business Combination Consummation Commencement Date (i) counsel for the
Company shall deliver to you written notification that the Company has commenced the
procedures to consummate the Business Combination, or the Business Combination will

 FirstName LastNameDavid B. Kaplan
 Comapany NameAres Acquisition Corp II
 April 13, 2023 Page 2
 FirstName LastName
David B. Kaplan
Ares Acquisition Corp II
April 13, 2023
Page 2
be consummated substantially concurrently with your transfer of funds to the accounts as
directed by the Company."  Please revise the agreement consistent with the revisions
made to the prospectus or address the concerns raised in the prior comment 1.
Risk Factors, page 41
2.We note your response to comment 3 and the revised disclosure and we reissue the
comment in part.  If applicable, include in your disclosure that the excise tax could reduce
the trust account funds available to pay redemptions.  Describe the risks of the excise tax
applying to redemptions in connection with de-SPACs, depending on the structure of the
de-SPAC transaction.  Also describe, if applicable, the risk that if existing SPAC investors
elect to redeem their shares such that their redemptions would subject the SPAC to the
stock buyback excise tax, the remaining shareholders that did not elect to redeem may
economically bear the impact of the excise tax.
            You may contact Peter McPhun at 202-551-3581 or Jennifer Monick at 202-551-3295 if
you have questions regarding the financial statements and related matters.  Please contact Ronald
(Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Tamar Donikyan

CORRESP
1
filename1.htm

CORRESP

 Ares Acquisition Corporation II

c/o Ares Management LLC

245 Park Avenue, 44th Floor

New York, NY 10167

April 7, 2023

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Real Estate & Construction

 100 F
Street, NE

 Washington, D.C. 20549

 Attention: Peter McPhun,
Jennifer Monick, Ronald E. Alper and Pam Howell

Re:
 Ares Acquisition Corp II

Registration Statement on Form S-1

Filed March 29, 2023

File No. 333-270951

Ladies and Gentlemen:

 This letter sets forth
responses of Ares Acquisition Corporation II (the “Company”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) set forth in your letter dated April 6, 2023, with respect to the above referenced Registration Statement on Form S-1 filed by the Company on March 29, 2023 (the
“Registration Statement”).

 In order to facilitate your review of our responses, we have restated each of the
Staff’s comments in this letter, and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s responses to each of the Staff’s comments
immediately below the corresponding numbered comment.

 In addition, the Company has revised the Registration Statement in response to the
Staff’s comments and is filing Amendment No. 1 to the Registration Statement on Form S-1 (the “Amended Registration Statement”) concurrently with this letter, which reflects
these revisions and clarifies certain other information. Page numbers in the text of the Company’s responses correspond to page numbers in the Amended Registration Statement. Unless otherwise indicated, capitalized terms used herein have the
meanings assigned to them in the Amended Registration Statement.

 Registration Statement on Form S-1 filed
March 29, 2023

 General

1.
 Staff’s comment: We note the disclosure on the prospectus cover page and elsewhere that
“the funds held in the trust account will not be released from the trust account until the earliest to occur of: (i) the completion of our initial business combination or earlier in connection with the commencement of the procedures to
consummate the initial business combination if we determine it is desirable to facilitate the completion of the initial business combination....” (emphasis added.) Section 102.06 of the NYSE Listed Company Manual states that “at
least 90% of the proceeds ... will be held in a trust account controlled by an independent custodian until consummation of a business combination.” It is unclear how the release of funds earlier than consummation could comport with this listing
standard. Please revise your disclosure or tell us how this provision complies with Section 102.06.

 Response: The Company acknowledges the Staff’s comment and has revised
the disclosure on cover page, page 1 and pages 23, 27, 30, 50, 89, 116, 117, 128, 141, 150 and 152 of the Amended Registration Statement accordingly.

2.
 Staff’s comment: Please reconcile the risk factor on page 80 that you “are not
registering the issuance of Class A ordinary shares that are issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time” with the fee table, which reflects the registration of the common stock
underlying the warrants.

 Response: The Company acknowledges the Staff’s comment and has revised the
disclosure on pages 80 and 81 of the Amended Registration Statement accordingly.

 Risk Factors, page 41

3.
 Staff’s comment: We reissue comment 4. Please include a risk factor that describes the
potential material effect on your shareholders of the stock buyback excise tax enacted as part of the Inflation Reduction Act in August 2022. If applicable, include in your disclosure that the excise tax could reduce the trust account funds
available to pay redemptions or that are available to the combined company following a de-SPAC. Describe the risks of the excise tax applying to redemptions in connection with:

•

 liquidations that are not implemented to fall within the meaning of “complete liquidation” in
Section 331 of the Internal Revenue Code,

•

 extensions, depending on the timing of the extension relative to when the SPAC completes a de-SPAC or liquidates, and

•

 de-SPACs, depending on the structure of the de-SPAC transaction.

 Also describe, if applicable, the risk that if existing SPAC
investors elect to redeem their shares such that their redemptions would subject the SPAC to the stock buyback excise tax, the remaining shareholders that did not elect to redeem may economically bear the impact of the excise tax.

Response: The Company acknowledges the Staff’s comment and has added a risk factor regarding the excise tax on pages 40, 64
and 65 of the Amended Registration Statement accordingly.

 We hope that the foregoing has been responsive to the Staff’s comments. If
you have any questions related to this letter, please contact Monica J. Shilling at (310) 552-4355, Philippa Bond at (310) 552-4222 and Tamar Donikyan at (212) 909-3421 of Kirkland & Ellis LLP.

Sincerely,

/s/ Anton Feingold

Anton Feingold

 VIA E-MAIL

 2

cc:
 Monica J. Shilling, P.C.

Philippa Bond, P.C.

 Christian
Nagler, P.C.

 Tamar Donikyan

H. Thomas Felix

Kirkland & Ellis LLP

Paul D. Tropp

Ropes & Gray LLP

 3

United States securities and exchange commission logo
April 6, 2023
David B. Kaplan
Chief Executive Officer and Co-Chairman
Ares Acquisition Corp II
c/o Ares Management LLC
245 Park Avenue, 44th Floor
New York, NY 10167
Re:Ares Acquisition Corp II
Registration Statement on Form S-1
Filed March 29, 2023
File No. 333-270951
Dear David B. Kaplan:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-1 filed March 29, 2023
General
1.We note the disclosure on the prospectus cover page and elsewhere that "the funds held in
the trust account will not be released from the trust account until the earliest to occur of:
(i) the completion of our initial business combination or earlier in connection with the
commencement of the procedures to consummate the initial business combination if we
determine it is desirable to facilitate the completion of the initial business combination...."
(emphasis added.)  Section 102.06 of the NYSE Listed Company Manual states that "at
least 90% of the proceeds ... will be held in a trust account controlled by an independent

 FirstName LastNameDavid B. Kaplan
 Comapany NameAres Acquisition Corp II
 April 6, 2023 Page 2
 FirstName LastNameDavid B. Kaplan
Ares Acquisition Corp II
April 6, 2023
Page 2

custodian until consummation of a business combination."  It is unclear how the release of
funds earlier than consummation could comport with this listing standard.  Please revise
your disclosure or tell us how this provision complies with Section 102.06.
2.Please reconcile the risk factor on page 80 that you "are not registering the issuance of
Class A ordinary shares that are issuable upon exercise of the warrants under the
Securities Act or any state securities laws at this time" with the fee table, which reflects
the registration of the common stock underlying the warrants.
Risk Factors, page 41
3.We reissue comment 4.  Please include a risk factor that describes the potential material
effect on your shareholders of the stock buyback excise tax enacted as part of the Inflation
Reduction Act in August 2022.  If applicable, include in your disclosure that the excise tax
could reduce the trust account funds available to pay redemptions or that are available to
the combined company following a de-SPAC.  Describe the risks of the excise tax
applying to redemptions in connection with:
• liquidations that are not implemented to fall within the meaning of “complete
liquidation” in Section 331 of the Internal Revenue Code,
• extensions, depending on the timing of the extension relative to when the SPAC
completes a de-SPAC or liquidates, and
• de-SPACs, depending on the structure of the de-SPAC transaction.

Also describe, if applicable, the risk that if existing SPAC investors elect to redeem their
shares such that their redemptions would subject the SPAC to the stock buyback excise
tax, the remaining shareholders that did not elect to redeem may economically bear the
impact of the excise tax.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameDavid B. Kaplan
 Comapany NameAres Acquisition Corp II
 April 6, 2023 Page 3
 FirstName LastName
David B. Kaplan
Ares Acquisition Corp II
April 6, 2023
Page 3
             You may contact Peter McPhun at 202-551-3581 or Jennifer Monick at 202-551-3295 if
you have questions regarding the financial statements and related matters.  Please contact Ronald
(Ron) E. Alper at 202-551-3329 or Pam Howell  at 202-551-3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Tamar Donikyan

CORRESP
1
filename1.htm

CORRESP

 Ares Acquisition Corporation II

c/o Ares Management LLC

245 Park Avenue, 44th Floor

New York, NY 10167

March 29, 2023

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Real Estate & Construction

 100 F
Street, NE

 Washington, D.C. 20549

 Attention: Peter McPhun,
Jennifer Monick, Ronald E. Alper and Pam Howell

Re:
 Ares Acquisition Corp II

Amendment No. 2 to Draft Registration Statement on Form S-1

Submitted February 22, 2023

CIK No. 0001853138

 Ladies and
Gentlemen:

 This letter sets forth responses of Ares Acquisition Corporation II (the “Company”) to the comments of the
staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated March 15, 2023, with respect to the above referenced
Amendment No. 2 to Draft Registration Statement on Form S-1 confidentially submitted by the Company on February 22, 2023 (the “Draft Registration Statement”).

In order to facilitate your review of our responses, we have restated each of the Staff’s comments in this letter, and we have numbered
the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s responses to each of the Staff’s comments immediately below the corresponding numbered comment.

In addition, the Company has revised the Draft Registration Statement in response to the Staff’s comments and is publicly filing the
Registration Statement on Form S-1 (the “Registration Statement”) concurrently with this letter, which reflects these revisions and clarifies certain other information. Page numbers in the
text of the Company’s responses correspond to page numbers in the Registration Statement. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

Amendment No. 2 to Draft Registration Statement on Form S-1 filed
February 22, 2023

 Prospectus Cover Page, page 1

1.
 Staff’s comment: We note the disclosure that “the funds held in the trust account will
not be released from the trust account until the earliest to occur of: (i) the completion of our initial business combination or earlier at our option ....” Please clarify the instances when the funds may be released from the trust account
“earlier at your option” in the above statement and how those instances differ from those set forth in parts ii and iii of your disclosure.

 Response: The Company respectfully advises the staff that it has revised the
disclosure to indicate that the funds from the trust account may be released earlier in connection with the commencement of the procedures to consummate the initial business combination if the Company determines it is desirable to facilitate the
completion of the initial business combination. See for example revised disclosure on cover page, page 1. The Company may determine to release funds in the trust account earlier than the closing of the business combination if shareholder approval
for such business combination has been obtained and the Company determines that an earlier release would optimize the structuring of the business combination.

Our Sponsor and Ares, page 3

2.
 Staff’s comment: We note that your officers and director are affiliated with another special
purpose acquisition company, Ares Acquisition Corp., which you disclose executed a definitive merger agreement in December 2022 for its initial business combination. To ensure potential investors in Ares Acquisition Corp. II have adequate
information to assess the management’s track record in identifying and evaluating prospective target businesses, please expand to briefly describe the material terms of the transaction.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 3, 6, 99, 100 and 102
accordingly.

 The Offering, page 14

3.
 Staff’s comment: We note the disclosure on page 14 and elsewhere in the prospectus that each
public stockholder may redeem their shares irrespective of whether they vote for or against the business combination. Please also disclose whether public stockholders are able to redeem their shares if they abstain from voting.

 Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 28,
115, 125, 150 and F-8 accordingly.

 Risk Factors, page 41

4.
 Staff’s comment: Please include a risk factor that describes the potential material effect
on your shareholders of the stock buyback excise tax enacted as part of the Inflation Reduction Act in August 2022. If applicable, include in your disclosure that the excise tax could reduce the trust account funds available to pay redemptions or
that are available to the combined company following a de-SPAC. Describe the risks of the excise tax applying to redemptions in connection with:

•

 liquidations that are not implemented to fall within the meaning of “complete liquidation” in
Section 331 of the Internal Revenue Code,

•

 extensions, depending on the timing of the extension relative to when the SPAC completes a de-SPAC or liquidates, and

•

 de-SPACs, depending on the structure of the de-SPAC transaction.

 Also describe, if applicable, the risk that if existing SPAC
investors elect to redeem their shares such that their redemptions would subject the SPAC to the stock buyback excise tax, the remaining shareholders that did not elect to redeem may economically bear the impact of the excise tax.

 2

 Response: The Company respectfully has not revised the Registration Statement
to address the Staff’s comment with respect to including a risk factor describing the potential material effect on our stockholders of the stock buyback excise tax enacted as part of the Inflation Reduction Act in August 2022. The new excise
tax generally applies to repurchases of stock by publicly traded U.S. corporations and very limited types of non-U.S. corporations that are the product of inversion transactions involving a U.S. corporation.
As a Cayman entity, we would not expect the excise tax to apply to the Company unless (i) we pursue an initial business combination with a U.S. target, (ii) we change our domicile to the United States in connection with our initial
business combination and (iii) we redeem our stockholders after we domesticate. Whether these factors will be present in a future business combination cannot be known at this time and would be more appropriately addressed in a Form S-4 in connection with a future de-SPAC transaction, if applicable. We note that other risk factors in the disclosure do not address jurisdictional specific laws that
would be relevant solely based on the structure and target jurisdiction of a future business combination. In addition, not providing a risk factor on this newly-enacted excise tax is consistent with the market approach taken by special purpose
acquisition companies (“SPACs”) to not provide risk factors with respect to jurisdiction-specific laws outside of the SPAC’s country of organization, given that it is not possible to know at the time of the initial public offering
whether such jurisdiction would ever be relevant.

5.
 Staff’s comment: Please revise the risk factor beginning on page 62 relating to possible
CFIUS review. Please clearly disclose, if true, that your sponsor is, is controlled by, or has substantial ties with a non-U.S. person.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 62 accordingly.

Notes to Financial Statements

 3. Proposed Public
Offering

 Warrants, page F-12

6.
 Staff’s comment: We note your disclosure that the public warrants and private warrants, if
issued, should be classified as equity. Please provide us with your analysis under ASC 815-40 to support your anticipated accounting treatment for the private warrants. Specifically, please address whether
there are any terms or provisions in the warrant agreement that provide for potential changes to the settlement amounts that are dependent upon the characteristics of the holder of the warrant, and if so, how you analyzed those provisions in
accordance with the guidance in ASC 815-40. Your response should address, but not be limited to, your disclosure that “the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted
transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.”

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page
F-13 to clarify that the private placement warrants are exercisable on a cashless basis and not redeemable regardless of who holds them.

 3

 We hope that the foregoing has been responsive to the Staff’s comments. If you have any
questions related to this letter, please contact Monica J. Shilling at (310) 552-4355, Philippa Bond at (310) 552-4222 and Tamar Donikyan at (212) 909-3421 of Kirkland & Ellis LLP.

 Sincerely,

 /s/ Anton Feingold

 Anton Feingold

 VIA E-MAIL

cc:
 Monica J. Shilling, P.C.

Philippa Bond, P.C.

 Christian
Nagler, P.C.

 Tamar Donikyan

H. Thomas Felix

Kirkland & Ellis LLP

Paul D. Tropp

Ropes & Gray LLP

 4

United States securities and exchange commission logo
March 15, 2023
David B. Kaplan
Chief Executive Officer and Co-Chairman
Ares Acquisition Corp II
c/o Ares Management LLC
245 Park Avenue, 44th Floor
New York, NY 10167
Re:Ares Acquisition Corp II
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted February 22, 2023
CIK 0001853138
Dear David B. Kaplan:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted February 22, 2023
Prospectus Cover Page, page 1
1.We note the disclosure that "the funds held in the trust account will not be released from
the trust account until the earliest to occur of: (i) the completion of our initial business
combination or earlier at our option ...."  Please clarify the instances when the funds may
be released from the trust account "earlier at your option" in the above statement and how
those instances differ from those set forth in parts ii and iii of your disclosure.

 FirstName LastNameDavid B. Kaplan
 Comapany NameAres Acquisition Corp II
 March 15, 2023 Page 2
 FirstName LastName
David B. Kaplan
Ares Acquisition Corp II
March 15, 2023
Page 2
Our Sponsor and Ares, page 3
2.We note that your officers and director are affiliated with another special purpose
acquisition company, Ares Acquisition Corp., which you disclose executed a definitive
merger agreement in December 2022 for its initial business combination. To ensure
potential investors in Ares Acquisition Corp. II have adequate information to assess the
management's track record in identifying and evaluating prospective target businesses,
please expand to briefly describe the material terms of the transaction.
The Offering, page 14
3.We note the disclosure on page 14 and elsewhere in the prospectus that each public
stockholder may redeem their shares irrespective of whether they vote for or against the
business combination. Please also disclose whether public stockholders are able to redeem
their shares if they abstain from voting.
Risk Factors, page 41
4.Please include a risk factor that describes the potential material effect on your
shareholders of the stock buyback excise tax enacted as part of the Inflation Reduction
Act in August 2022.  If applicable, include in your disclosure that the excise tax could
reduce the trust account funds available to pay redemptions or that are available to the
combined company following a de-SPAC.  Describe the risks of the excise tax applying to
redemptions in connection with:
• liquidations that are not implemented to fall within the meaning of “complete
liquidation” in Section 331 of the Internal Revenue Code,
• extensions, depending on the timing of the extension relative to when the SPAC
completes a de-SPAC or liquidates, and
• de-SPACs, depending on the structure of the de-SPAC transaction.

Also describe, if applicable, the risk that if existing SPAC investors elect to redeem their
shares such that their redemptions would subject the SPAC to the stock buyback excise
tax, the remaining shareholders that did not elect to redeem may economically bear the
impact of the excise tax.
5.Please revise the risk factor beginning on page 62 relating to possible CFIUS review.
Please clearly disclose, if true, that your sponsor is, is controlled by, or has substantial ties
with a non-U.S. person.
Notes to Financial Statements
3. Proposed Public Offering
Warrants, page F-12
6.We note your disclosure that the public warrants and private warrants, if issued, should be
classified as equity. Please provide us with your analysis under ASC 815-40 to support
your anticipated accounting treatment for the private warrants. Specifically, please address

 FirstName LastNameDavid B. Kaplan
 Comapany NameAres Acquisition Corp II
 March 15, 2023 Page 3
 FirstName LastName
David B. Kaplan
Ares Acquisition Corp II
March 15, 2023
Page 3
whether there are any terms or provisions in the warrant agreement that provide for
potential changes to the settlement amounts that are dependent upon the characteristics of
the holder of the warrant, and if so, how you analyzed those provisions in accordance with
the guidance in ASC 815-40. Your response should address, but not be limited to, your
disclosure that "the Private Placement Warrants will be exercisable on a cashless basis and
be non-redeemable so long as they are held by the initial purchasers or their permitted
transferees. If the Private Placement Warrants are held by someone other than the initial
purchasers or their permitted transferees, the Private Placement Warrants will be
redeemable by the Company and exercisable by such holders on the same basis as the
Public Warrants."
            You may contact Peter McPhun at 202-551-3581 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ronald (Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Tamar Donikyan