Kodiak AI (KDK) Proxy Filing summary

Executive summary

• Over $275 million has been raised to support the proposed business combination, including $212.5 million from institutional investors and $62.9 million remaining in the Trust Account after redemptions.

• The business combination involves Ares Acquisition Corporation II and Kodiak Robotics, with the combined entity to be named Kodiak AI, Inc. and listed on Nasdaq under the symbols “KDK” and “KDKRW” upon closing.

• The Extraordinary General Meeting to approve the business combination was postponed to September 23, 2025, at 2:00 p.m. Eastern Time to allow more shareholder engagement.

• Significant redemptions occurred, with 43,866,808 Class A Ordinary Shares redeemed for approximately $502.4 million, leaving 5,492,904 Class A Ordinary Shares held by public shareholders.

Voting matters and shareholder proposals

• Shareholders are to vote on the adoption and approval of the business combination and related transactions at the Extraordinary General Meeting.

• All shareholders of record as of August 20, 2025, are entitled to vote, and the board and special committee recommend voting in favor.

• Proxy materials and instructions for voting have been distributed, and assistance is available for shareholders.

Board of directors and corporate governance

• The proxy statement/prospectus includes information on the directors and executive officers of both entities and their interests in the transaction.

• Post-combination, the board structure and governance will reflect the new entity, Kodiak AI, Inc.