Kodiak AI (KDK) Proxy Filing summary

Executive summary

• Preliminary redemption results show approximately 1.3% of public shares redeemed, equating to 640,288 Class A shares, with about $550 million remaining in the trust account if the extension is approved.

• The extraordinary general meeting on April 22, 2025, will vote on extending the period to consummate a business combination.

• The proposed business combination with Kodiak Robotics, Inc. is expected to close in the second half of 2025, pending shareholder approval and customary conditions.

• Sponsor will make monthly deposits of $0.02 per outstanding Class A share (excluding sponsor-held shares) into the trust account if the extension is approved.

• Following redemptions and conversion of 12.5 million Class B shares to Class A, there will be 61,859,712 Class A shares outstanding.

Voting matters and shareholder proposals

• Shareholders are voting on the Extension Amendment Proposal to extend the deadline for a business combination.

• Approval of the extension triggers automatic effectiveness of redemptions and sponsor contributions.

• Shareholders will also vote on the proposed business combination with Kodiak Robotics, Inc. at a future meeting.

Shareholder rights and capital structure

• Each unit consists of one Class A Ordinary Share and one-half of a redeemable warrant, with shares and warrants listed on the NYSE.

• Sponsor's conversion of 12.5 million Class B shares to Class A shares will occur concurrently with or prior to the meeting.

• Redemption rights allow shareholders to redeem shares for a pro rata portion of the trust account.