Kodiak AI (KDK) Proxy Filing summary

Executive summary

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

• The extension aims to provide additional time to finalize a business combination, avoiding forced liquidation of the trust account if not completed 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.

• If the extension is not approved and no business combination is completed by April 25, 2025, the trust account will be liquidated and public shareholders' rights extinguished.

• The board unanimously recommends voting in favor of both proposals and highlights the importance of shareholder participation.

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.

• Only shareholders of record as of March 17, 2025, are eligible to vote.

• The board, officers, and sponsor intend to vote all their shares in favor of both proposals.

Board of directors and corporate governance

• The sponsor holds 20% of outstanding shares and is managed by affiliates of Ares Management Corporation.

• Directors and officers do not hold public shares but may purchase them, subject to compliance with law and trading policies.

• Certain directors and officers have economic interests in the sponsor and private placement warrants.