Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission file number 001-41691 _____________________________________ Kodiak AI, Inc. (Exact name of registrant as spe ...

Kodiak AI Announces Third Quarter 2025 Results "Our financial results in our first quarter as a public company reflect disciplined execution and a clear focus on building long-term value," said Surajit Datta, Chief Financial Officer of Kodiak. "Our financial priorities are closely aligned with our strategic goals. We are focused • Deployed five additional Kodiak Driver-powered trucks to Atlas Energy Solutions, which now has a fleet of 10 fully driverless trucks in operation. This represents a 100% increase ...

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]

MOUNTAIN VIEW, Calif. & NEW YORK--(BUSINESS WIRE)--Kodiak Robotics, Inc. ("Kodiak†or the "Company†), a leading provider of AI-powered autonomous vehicle technology, and Ares Acquisition Corporation II (NYSE: AACT) ("AACT†), a publicly traded special purpose acquisition company, today announced that, following redemptions, they have raised over $275 million to support the proposed business combination (the "proposed business combination†) between AACT and Kodiak. This includes approximately $21. ...

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]

NEW YORK--(BUSINESS WIRE)--Ares Acquisition Corporation II (NYSE: AACT) ("AACT†) reminds its shareholders to vote in favor of the proposed business combination (the "proposed business combination†) between AACT and Kodiak Robotics, Inc. ("Legacy Kodiak†), a leading provider of AI-powered autonomous vehicle technology designed to help tackle some of the toughest driving jobs. In connection with closing of the proposed business combination, AACT's securities will be voluntary delisted from the Ne. ...

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]