Financial Performance - Non-GAAP loss from operations for Q3 2025 was $24.7 million, compared to $16.5 million in Q3 2024, reflecting a 50% increase [252]. - Revenues for Q3 2025 increased by $0.4 million, or 93%, to $0.8 million, primarily due to the commencement of DaaS revenue in December 2024 [266]. - Total operating expenses for Q3 2025 rose by $12.1 million, or 65%, to $30.7 million, driven by increases in research and development, general and administrative, and truck and freight operations expenses [265]. - Research and development expenses for Q3 2025 increased by $3.0 million, or 29%, to $13.5 million, mainly due to higher headcount-related expenses and third-party software license costs [267]. - General and administrative expenses for Q3 2025 rose by $4.0 million, or 78%, to $9.2 million, primarily due to increased headcount-related expenses and professional service costs related to going public [268]. - Truck and freight operations expenses for Q3 2025 increased by $4.5 million, or 216%, to $6.6 million, attributed to higher headcount-related expenses and operational infrastructure costs [269]. - Free cash flow for Q3 2025 was $(40.0) million, compared to $(15.7) million in Q3 2024, indicating a significant increase in cash used [254]. - Revenues for the nine months ended September 30, 2025, increased by $1.5 million, or 124%, to $2.7 million, driven by a $1.0 million increase in DaaS revenue and a $0.5 million increase from U.S. Army contracts [274]. - Total other expenses for Q3 2025 increased by $239.0 million to $240.0 million, primarily due to losses on the issuance of preferred stock and common stock [271]. - Net loss before income taxes for Q3 2025 was $(269.9) million, compared to $(19.1) million in Q3 2024, reflecting a significant increase in losses [265]. - General and administrative expenses increased by $5.8 million, or 37%, to $21.5 million for the nine months ended September 30, 2025, from $15.7 million for the same period in 2024 [276]. - Truck and freight operations expenses rose by $10.1 million, or 169%, to $16.1 million for the nine months ended September 30, 2025, compared to $6.0 million for the same period in 2024 [277]. - Sales and marketing expenses increased by $0.8 million, or 31%, to $3.3 million for the nine months ended September 30, 2025, from $2.5 million for the same period in 2024 [278]. - Other expenses, net increased by $435.1 million to $437.9 million for the nine months ended September 30, 2025, from $2.8 million for the same period in 2024 [279]. - The company incurred a net loss of $511.8 million for the nine months ended September 30, 2025, and expects additional losses and increased expenses in future periods [281]. - As of September 30, 2025, the company had cash and cash equivalents of $146.2 million and current debt of $22.1 million, which is insufficient to meet capital requirements for at least one year [282]. - Net cash used in operating activities for the nine months ended September 30, 2025, was $70.2 million, compared to $36.2 million for the same period in 2024 [284]. - Net cash provided by financing activities for the nine months ended September 30, 2025, was $211.6 million, compared to $42.4 million for the same period in 2024 [289]. - The company expects to seek additional funding through debt or equity offerings, which may result in substantial dilution or restrictive covenants [282]. Business Model and Operations - Kodiak AI, Inc. received $171.2 million in cash proceeds from the reverse recapitalization and private investment, net of transaction costs [225]. - As of September 30, 2025, Kodiak Driver-powered vehicles have logged over 5,200 cumulative hours of paid driverless operations and delivered over 10,000 loads across 3,000,000 autonomous miles driven [222]. - The company operates under a Driver-as-a-Service (DaaS) model, generating revenue through per-vehicle or per-mile license fees, aiming for predictable recurring revenue [223]. - As of September 30, 2025, customers had 10 customer-owned driverless vehicles licensed for the Kodiak Driver, indicating early adoption of the DaaS model [246]. - The company has established a freight network spanning nearly 23,000 miles across the southern United States, enhancing operational viability [227]. - Kodiak anticipates a shift to an asset-light business model as customer-owned vehicles represent a larger share of the deployed fleet over time [229]. - The company generates revenue through licensing the Kodiak Driver, freight delivery via Kodiak Driver-powered trucks, and services to the U.S. Army, recognizing revenue when control is transferred to customers [307]. - The company employs a five-step revenue recognition model, requiring significant judgment in estimating revenue and identifying performance obligations [309]. Market and Regulatory Environment - The U.S. Department of War is increasingly prioritizing the adaptation of commercial AI technologies for defense purposes, creating opportunities for Kodiak in the defense market [232]. - Kodiak is proactively engaging with policymakers to ensure regulatory frameworks support safe and scalable driverless deployment [239]. - Kodiak's future performance will depend on scaling deployments and achieving technical and commercial milestones, with potential risks from delays impacting revenue and profitability [233]. Financial Reporting and Valuation - Stock-based compensation is estimated using the Black-Scholes option pricing model, with fair value recognized on a straight-line basis over the requisite service period [310]. - The valuation of financial instruments involves significant judgment and is based on expected volatility, expected term, and discount rates, which could lead to materially different valuations if actual results differ from estimates [313]. - The One Big Beautiful Bill Act signed in July 2025 did not materially impact the company's financial statements due to its taxable loss position and valuation allowance on deferred tax assets [315]. - The company is exposed to market risks, including interest rate fluctuations and inflation, but does not believe a hypothetical 100-basis-point change in interest rates would materially impact its operations [318]. - Inflation has not had a material impact on the company's financial condition, although rising operating costs could adversely affect its business if not offset by price adjustments [319].

Autonomous Operations - Kodiak Driver is now deployed in 10 fully driverless trucks, representing a 100% increase from Q2[5] - Cumulative hours of paid driverless operations exceeded 5,200, marking a 166% increase from the end of Q2[5] - As of the end of Q3, the Kodiak Driver has driven over 3 million autonomous miles and delivered over 10,000 loads for customers[7] - The company anticipates launching long-haul driverless operations in the second half of 2026[4] - Kodiak's long-haul autonomous trucks achieved the top score in an independent safety evaluation by Nauto[7] - The company introduced new product features, including a generative AI-based system for complex edge case scenarios[7] - Kodiak expanded its partnership with ZF to supply 100 advanced steering systems for Kodiak Driver-powered trucks[7] - The company has commenced hauling double trailers in the industrial vertical[7] Financial Performance - Kodiak ended Q3 with $146.2 million in cash and cash equivalents, including proceeds from the business combination with Ares Acquisition Corporation II[7] - Revenues for the three months ended September 30, 2025, increased to $770,000, up 92.5% from $400,000 in the same period of 2024[28] - Total operating expenses for the nine months ended September 30, 2025, were $76,659,000, a 43.3% increase from $53,486,000 in 2024[28] - Net loss for the nine months ended September 30, 2025, was $511,846,000, compared to a net loss of $55,107,000 in 2024, representing an increase of 828.5%[28] - Cash and cash equivalents at the end of the period were $146,203,000, significantly up from $33,192,000 at the end of September 30, 2024[31] - Free cash flow for the nine months ended September 30, 2025, was $(82,097,000), compared to $(36,977,000) in 2024, indicating a worsening cash flow situation[36] - Research and development expenses for the three months ended September 30, 2025, were $13,452,000, a 29.0% increase from $10,431,000 in 2024[28] - The company reported a loss on issuance of common stock warrants amounting to $123,328,000 for the nine months ended September 30, 2025[28] - Total liabilities, redeemable convertible preferred stock, and stockholders' deficit amounted to $177,839,000 as of September 30, 2025[25] - The weighted-average common shares outstanding for the nine months ended September 30, 2025, were 62,978,000, compared to 58,338,000 in 2024[28] - The company experienced a significant increase in stock-based compensation, totaling $10,136,000 for the nine months ended September 30, 2025, compared to $3,989,000 in 2024[30] Asset Management - Kodiak's total assets increased to $177.8 million as of September 30, 2025, compared to $35.6 million at the end of 2024[24]

Group 1 - Ares Acquisition Corporation II (AACT) shares increased by 6.42% in after-hours trading, reaching $9.45 following successful fundraising for a merger with Kodiak Robotics [1] - Institutional investors have committed over $212.5 million in PIPE financing for the merger, exceeding the initial target of $100 million, with notable backing from Soros Fund Management and ARK Investments [2][3] - The total funding package for the merger exceeds $275 million when combined with approximately $62.9 million remaining in the trust account after redemptions [2] Group 2 - The post-merger company plans to list on NASDAQ under the ticker symbols "KDK" for common stock and "KDKRW" for warrants, contingent on meeting all listing criteria and closing conditions [3] - Over the past year, AACT has experienced a 17.78% decline, with a peak price of $11.54 on June 2, and a 20.57% loss over the last six months [4] - AACT's market capitalization is $549.31 million, with an average trading volume of 464,430 shares and a price-to-earnings ratio of 33.99 [4]

Core Viewpoint - Kodiak Robotics, Inc. and Ares Acquisition Corporation II have successfully raised over $275 million to support their proposed business combination, following redemptions [1] Group 1 - Kodiak Robotics is a leading provider of AI-powered autonomous vehicle technology [1] - Ares Acquisition Corporation II is a publicly traded special purpose acquisition company (SPAC) [1] - The raised funds include approximately $21 million from redemptions [1]

Core Points - Kodiak Robotics, Inc. is a leading provider of AI-powered autonomous vehicle technology [1] - Ares Acquisition Corporation II (AACT) is a publicly traded special purpose acquisition company [1] - A $145 million PIPE commitment has been announced, involving convertible preferred stock and common stock warrants to AACT from institutional accredited investors [1] - This funding is intended to support the previously announced proposed business combination between Kodiak Robotics and AACT [1]

Core Viewpoint - Ares Acquisition Corporation II is urging its shareholders to support the proposed business combination with Kodiak Robotics, a leader in AI-powered autonomous vehicle technology [1] Company Summary - Ares Acquisition Corporation II (NYSE: AACT) is in the process of merging with Kodiak Robotics, Inc., which specializes in autonomous vehicle technology aimed at addressing challenging driving tasks [1] - The proposed business combination will result in AACT's securities being voluntarily delisted from the New York Stock Exchange [1]

Company Overview - Kodiak Robotics, Inc. is a leading provider of AI-powered autonomous vehicle technology, founded in 2018, aiming to tackle complex driving jobs and enhance supply chain efficiency [8][9] - The company has developed the Kodiak Driver, a virtual driver that operates without a human driver, and has achieved significant milestones in deploying driverless trucks in commercial service [9] Leadership Change - Surajit Datta has been appointed as the Chief Financial Officer of Kodiak, effective immediately, succeeding Eric Chow [1][2] - Datta brings over 20 years of experience in strategic finance and leadership from various sectors, including AI, semiconductors, and SaaS, as well as investment banking [3][4][5] Strategic Growth - Kodiak is preparing for a business combination with Ares Acquisition Corporation II, which is expected to lead to its public listing on NASDAQ in the second half of 2025 [3][10] - The leadership transition is seen as crucial for Kodiak as it enters the public markets and aims to scale its business [7] Financial Expertise - Datta's previous roles include Vice President of Finance at SentinelOne and senior positions at Arm, where he was involved in corporate development and finance [5][6] - His extensive background in investment banking includes experience at Evercore and J.P. Morgan, focusing on complex advisory and capital raising transactions [5] Future Outlook - The company is positioned to deliver autonomous technology at scale, with a strong belief in the opportunities ahead as it embarks on its next growth phase [7]

[PART I—FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) This section presents the unaudited condensed financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures for Ares Acquisition Corporation II [Unaudited Condensed Financial Statements](index=3&type=section&id=Item%201.%20Unaudited%20Condensed%20Financial%20Statements) This section presents the unaudited condensed financial statements for Ares Acquisition Corporation II as of June 30, 2025, detailing financial position, operations, and cash flows, along with notes on the proposed business combination and going concern uncertainty Condensed Balance Sheet Summary (As of June 30, 2025) | Account | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$560,977,962** | **$551,901,020** | | Investments held in Trust Account | $558,149,739 | $550,800,038 | | Cash | $137,896 | $975,319 | | **Total Liabilities** | **$27,000,795** | **$23,240,569** | | Current Liabilities | $12,160,593 | $740,569 | | Deferred underwriting and advisory fees | $8,359,410 | $17,500,000 | | **Total Shareholders' Deficit** | **($24,072,572)** | **($22,039,587)** | Condensed Statements of Operations Summary (Six Months Ended June 30) | Account | 2025 | 2024 | | :--- | :--- | :--- | | General and administrative expenses | $8,211,992 | $828,934 | | Investment income on investments held in Trust Account | $11,531,430 | $13,807,691 | | **Net Income** | **$3,319,438** | **$12,978,757** | - On April 14, 2025, the Company entered into a business combination agreement with Kodiak Robotics Inc. The transaction is subject to shareholder approval and other closing conditions[31](index=31&type=chunk)[43](index=43&type=chunk) - The deadline to consummate a business combination was extended from April 25, 2025, to January 26, 2026. In connection with the extension, shareholders redeemed **640,288 Class A ordinary shares** for an aggregate of **$7,143,312**[32](index=32&type=chunk)[38](index=38&type=chunk) - Management has determined that the approaching mandatory liquidation date of January 26, 2026, raises substantial doubt about the Company's ability to continue as a going concern[52](index=52&type=chunk)[154](index=154&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and operational results, highlighting the proposed business combination, financing, and liquidity challenges - The company is a blank check company formed to effect a business combination and has until **January 26, 2026**, to do so[131](index=131&type=chunk)[136](index=136&type=chunk) - On April 14, 2025, the company entered into a business combination agreement with Kodiak Robotics Inc. Concurrently, it entered into subscription agreements for a **$60.0 million PIPE investment** to support the transaction[138](index=138&type=chunk)[143](index=143&type=chunk) - On April 11, 2025, the deferred underwriting and advisory fees payable upon a business combination were reduced from a potential **$21 million** to a combined total of **$8,359,410**[133](index=133&type=chunk)[146](index=146&type=chunk)[160](index=160&type=chunk) - As of June 30, 2025, the company had a working capital deficit of **$9,332,370** and cash of **$137,896** outside the Trust Account. Its liquidity needs are met by loans from its Sponsor, including a Working Capital Loan with **$1,232,707** outstanding[152](index=152&type=chunk)[153](index=153&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company, as a smaller reporting company, is not required to provide market risk disclosures - As a smaller reporting company defined by Rule 12b-2 of the Exchange Act, the company is not required to provide the information otherwise required under this item[172](index=172&type=chunk) [Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control over financial reporting - Based on an evaluation as of June 30, 2025, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective[174](index=174&type=chunk) - There were no material changes in internal control over financial reporting during the most recent fiscal quarter[175](index=175&type=chunk) [PART II—OTHER INFORMATION](index=31&type=section&id=PART%20II%E2%80%94OTHER%20INFORMATION) This section covers legal proceedings, risk factors, unregistered sales of equity, defaults, mine safety, other information, and a list of exhibits [Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company and its affiliates may be subject to legal proceedings and regulatory investigations, incurring significant costs - The company and its affiliates are subject to legal proceedings and extensive regulation, which may result in information requests or investigations and incur significant costs[176](index=176&type=chunk)[177](index=177&type=chunk) [Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) This section details additional risks, primarily concerning conflicts of interest for the company's officers, directors, and Sponsor regarding the proposed business combination - Officers and directors have potential conflicts of interest, as their founder shares (Converted Class A Ordinary Shares) and Private Placement Warrants may become worthless if a business combination is not completed by the deadline[179](index=179&type=chunk) - The Sponsor and its affiliates have incurred out-of-pocket expenses and provided loans (Overfunding, Working Capital, and Extension Note Contributions) that will only be repaid or reimbursed upon the closing of a business combination, creating a financial incentive to complete a deal[181](index=181&type=chunk) - The Sponsor and its affiliates have agreed to vote their shares in favor of the initial business combination and have waived their redemption rights, which may differ from the interests of public shareholders[183](index=183&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) The company reported no unregistered equity sales during the quarter and confirmed no material change in the planned use of IPO proceeds, with $505 million in the Trust Account - No unregistered sales of equity securities were conducted during the quarter ended June 30, 2025[185](index=185&type=chunk) - **$505,000,000** of net proceeds from the IPO and Private Placement were placed in the Trust Account. There has been no material change in the planned use of proceeds[186](index=186&type=chunk)[187](index=187&type=chunk) [Defaults Upon Senior Securities](index=33&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[189](index=189&type=chunk) [Mine Safety Disclosures](index=33&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no applicable mine safety disclosures - None[190](index=190&type=chunk) [Other Information](index=33&type=section&id=Item%205.%20Other%20Information) No directors or executive officers adopted or terminated Rule 10b5-1 trading arrangements during the quarter ended June 30, 2025 - During the quarter ended June 30, 2025, no directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement[191](index=191&type=chunk) [Exhibits](index=34&type=section&id=Item%206.%20Exhibits) This section lists key exhibits filed with the Form 10-Q, including the Business Combination Agreement, loan notes, and officer certifications List of Key Exhibits | Exhibit No. | Description | | :--- | :--- | | 2.1 | Business Combination Agreement, dated as of April 14, 2025 | | 10.1 | Working Capital Loan Promissory Note | | 10.2 | Form of Promissory Note (Extension Note) | | 10.3 | Sponsor Support Agreement, dated as of April 14, 2025 | | 31.1, 31.2 | Certifications of CEO and CFO (Section 302) | | 32.1, 32.2 | Certifications of CEO and CFO (Section 906) |

Core Insights - Kodiak Robotics has appointed Mohamed "Mo" Elshenawy to its board of directors, enhancing its technology and self-driving leadership as it prepares for a public listing through a merger with Ares Acquisition Corporation II [1][6] - Elshenawy brings over two decades of experience in AI, product, and engineering across various sectors, including autonomous mobility and e-commerce, which will be crucial for Kodiak's growth [1][3] - The company aims to scale its autonomous trucking platform and has previously announced the addition of other experienced board members, Ken Goldman and Kristin Sverchek, to strengthen its leadership [5] Company Overview - Kodiak Robotics, founded in 2018, specializes in AI-powered autonomous vehicle technology, focusing on addressing supply chain challenges through driverless solutions [7] - The Kodiak Driver, a virtual driver, combines advanced AI software with modular hardware, and is already operational without a human driver [7] - Kodiak aims to become a leader in autonomous ground transportation, serving both commercial and public sector clients [7] Leadership Experience - Elshenawy previously served as President and CTO at Cruise LLC, where he led the launch of the first commercial driverless rideshare service in San Francisco [2][3] - His experience includes technology leadership roles at Amazon, where he managed global engineering for the ReCommerce business and developed a retail big data analytics platform [3][4] - Elshenawy holds over 10 patents in AI, robotics, and autonomous vehicles, and is involved with the Software Advisory Board at Mercedes-Benz [4] Business Combination - Kodiak's merger with Ares Acquisition Corporation II is expected to close in the second half of 2025, pending stockholder approval and customary closing conditions [6] - Upon completion, the combined entity will be named Kodiak AI, Inc., with its stock expected to trade under the ticker symbols KDK and KDK WS [6]

Group 1 - Kodiak Robotics is merging with Ares Acquisition Corporation II in a deal valued at $2.6 billion, indicating significant investment interest in the autonomous trucking sector [1] - The company has projected a substantial total addressable market for autonomous trucking, highlighting the industry's growth potential [1]