Kodiak AI (KDK) Proxy Filing summary

Executive summary

• An extraordinary general meeting is scheduled for April 22, 2025, to consider extending the deadline for consummating a business combination from April 25, 2025, to January 26, 2026, or an earlier/later date as approved.

• The extension aims to provide additional time to complete a business combination, avoiding liquidation of the trust account if a deal is not finalized by the original deadline.

• Shareholders may redeem their Class A Ordinary Shares for a pro rata portion of the trust account if the extension is approved.

• The redemption price per share as of the record date was approximately $11.11, with $555.6 million in the trust account.

• If the extension is not approved and no business combination is completed, the company will liquidate and redeem public shares.

Voting matters and shareholder proposals

• Proposal 1: Special resolution to amend the articles and extend the business combination deadline.

• Proposal 2: Ordinary resolution to adjourn the meeting if necessary to solicit more votes or if the board deems it unnecessary to proceed.

• Approval of Proposal 1 requires a two-thirds majority of votes cast; Proposal 2 requires a simple majority.

• Both proposals are considered non-routine, so brokers cannot vote without instructions.

• The board unanimously recommends voting FOR both proposals.

Board of directors and corporate governance

• The sponsor holds 20% of outstanding shares and intends to vote in favor of both proposals.

• Officers and directors do not hold public shares but may purchase them, subject to compliance.

• The board has determined the proposals are in shareholders' best interests.