Kodiak AI (KDK) Proxy Filing summary

Executive summary

• Announced a $145 million PIPE commitment of convertible preferred stock and warrants from institutional investors to support a proposed business combination, bringing total committed financing to over $220 million.

• The business combination involves Kodiak Robotics and Ares Acquisition Corporation II, with a shareholder vote scheduled for September 23, 2025.

• Upon closing, the combined company will be renamed Kodiak AI, Inc. and intends to list on Nasdaq under new ticker symbols.

• The transaction structure includes a domestication from the Cayman Islands to Delaware and conversion of existing shares into common stock of the new entity.

Voting matters and shareholder proposals

• Shareholders will vote on the adoption and approval of the business combination and related transactions at an extraordinary general meeting.

• The proxy statement/prospectus details the proposals and is available to all shareholders of record as of August 20, 2025.

Shareholder rights and capital structure

• At closing, 142,157 shares of Series A Preferred Stock (convertible into 14,215,700 common shares) and 17,769,625 PIPE Warrants will be issued to investors.

• The Series A Preferred Stock has a stated value of $1,200 per share, 9.99% cumulative dividend, and is convertible at an initial price of $12.00 per share, subject to anti-dilution and reset provisions.

• Preferred holders have put rights after five years and the company has call rights at escalating premiums declining annually.

• The capital structure post-closing is illustrated under various redemption scenarios, showing potential dilution and ownership percentages for all stakeholder groups.

• Additional capital may be raised before or after closing, potentially increasing dilution.