−Removed: We are a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Annual Report as our initial business combination.
−Removed: We have reviewed a number of opportunities to enter into a business combination.
−Removed: We have neither engaged in any operations nor generated any revenue to date.
−Removed: Based on our business activities, the Company is a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting almost entirely of cash.
−Removed: Our executive offices are located at 245 Park Avenue, 44th Floor, New York, New York 10167, and our telephone number is (212) 750-7300.
−Removed: Our corporate website address is https://www.aresacquisitioncorporationii.com.
−Removed: Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this Annual Report.
−Removed: You should not rely on any such information in making your decision whether to invest in our securities.
−Removed: Company History
−Removed: In March 2021, the Company was formed by Ares Acquisition Holdings II LP, a Cayman Islands exempted limited partnership, our Sponsor.
−Removed: As of March 6, 2025, our Sponsor owned all the outstanding 12,500,000 Class B ordinary shares, par value $0.0001 per share.
−Removed: On April 25, 2023, we consummated our initial public offering (the “Initial Public Offering”) of 50,000,000 units (the “Units”), including 5,000,000 Units to cover over-allotments (the “Over-Allotment Units”).
−Removed: The Units sold in the Initial Public Offering were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $500,000,000, and incurring offering costs of $28,550,129, of which $17,500,000 was for deferred underwriting commissions.
−Removed: Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share, and one-half of one redeemable warrant (“Public Warrant”).
−Removed: Each whole warrant entitles the holder of such warrants to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments.
−Removed: Simultaneous with the consummation of the Initial Public Offering:
−Removed: (i) we consummated a private placement (the “Private Placement”) of an aggregate of 14,300,000 warrants, each exercisable to purchase one of the Company’s Class A ordinary shares for $11.50 per share (the “Private Placement Warrants”), including 1,000,000 Private Placement Warrants to cover over-allotments, to our Sponsor at a price of $1.00 per Private Placement Warrant, generating total proceeds of $14,300,000 and (ii) the Sponsor extended to the Company a non-interest bearing promissory note of $4,500,000 (the “Base Overfunding Loan”) and an additional non-interest bearing promissory note of $500,000 (the “Over-allotment Overfunding Loan” and, together with the Base Overfunding Loan, the “Overfunding Loans”) in connection with the sale of the Over-Allotment Units, for a total outstanding balance of $5,000,000.
−Removed: Of the gross proceeds received from the Initial Public Offering, the Private Placement and the Overfunding Loans, $505,000,000 was placed in the Trust Account.
−Removed: Each whole Private Placement Warrant entitles the holder of such warrants to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments.
−Removed: Beginning June 12, 2023, holders of the Units may elect to separately trade the Class A ordinary shares and the warrants included in the Units.
−Removed: Those Units not separated continue to trade on the New York Stock Exchange (the “NYSE”) under the symbol “AACT.U” and the Class A ordinary shares and warrants that are separated trade under the symbols “AACT” and “AACT WS,” respectively.
−Removed: Business Acquisition Criteria
−Removed: Our acquisition and value creation strategy is to identify, acquire and, after our initial business combination, further accelerate the growth of a company in the public markets.
−Removed: Consistent with our strategy, we have identified the following general criteria and guidelines that we believe will be important in evaluating prospective target businesses.
−Removed: We will target one or more businesses that we believe have the following core attributes:
−Removed: • a differentiated and sustainable business model with a defensible market position;
−Removed: • strong people, processes and culture;
−Removed: • attractive growth prospects, including an ability to capitalize on positive secular tailwinds;
−Removed: • sufficient scale and resources to achieve a successful transition into the public market;
−Removed: • will benefit from having a public currency to enhance its ability to grow organically or through M&A;
−Removed: • will benefit from Ares’ relationships and deep value creation capabilities.
−Removed: We may pursue an initial business combination target in any business or industry.
−Removed: These criteria and guidelines are not intended to be exhaustive.
−Removed: Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors and criteria that our directors and executive officers may deem relevant.
−Removed: We may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines.
−Removed: If we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination.
−Removed: These communications would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC.
−Removed: Our Acquisition Process
−Removed: The Ares investment process leverages the power of the Ares platform and an extensive network of professionals across investment areas to identify and source attractive risk adjusted return opportunities while emphasizing capital preservation.
−Removed: Ares utilizes its collective market and company knowledge, proprietary internal industry and company research, third party information and financial modeling to drive fundamental analysis and investment selection.
−Removed: Ares also recognizes the importance of considering environmental, social and governance (“ESG”) factors in its investment process and has adopted an ESG policy for the conduct of its business.
−Removed: Ares works collaboratively with its various underwriting, asset management, legal and compliance teams to appropriately integrate relevant ESG considerations into its investment process.
−Removed: At the center of Ares’ investment process is a systematic approach that emphasizes rigorous due diligence at the company and market level in addition to a risk-adjusted return value assessment.
−Removed: This investment process is comprised of five stages:
−Removed: (i) generate a robust pipeline, (ii) perform initial screening, (iii) conduct due diligence, (iv) drive transaction structuring, funding and overall execution, and (v) use a systematic approach to value creation.
−Removed: We believe we will benefit from the same approach as we pursue our initial business combination.
−Removed: In evaluating a prospective target business, we expect to conduct a thorough due diligence review that may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, and a review of financial, operational, legal and other information about the target and its industry.
−Removed: We will also utilize our operational and capital planning experience.
−Removed: We are not prohibited from pursuing an initial business combination with a company that is affiliated with Ares, our Sponsor, or our officers or directors.
−Removed: In the event we seek to complete our initial business combination with a company that is affiliated with Ares, our Sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion that our initial business combination is fair to our company from a financial point of view from an independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria.
−Removed: Our directors and executive officers may directly or indirectly own our ordinary shares or Private Placement Warrants, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.
−Removed: Further, our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination.
−Removed: Initial Business Combination
−Removed: We are not presently engaged in, and we will not engage in, any substantive commercial business for an indefinite period of time.
−Removed: We intend to utilize cash derived from the proceeds of the Initial Public Offering, the Private Placement and the Overfunding Loans, as well as our equity, debt or a combination of these, in effecting a business combination.
−Removed: Accordingly, shareholders are investing without first having an opportunity to evaluate the specific merits or risks of any one or more business combinations.
−Removed: A business combination may involve the acquisition of, or merger with, a company that does not need substantial additional capital but which desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself.
−Removed: These include time delays and significant expense.
−Removed: In the alternative, we may seek to consummate a business combination with a company that may be financially unstable or in its early stages of development or growth.
−Removed: If we decide to allow shareholders to sell their shares to us in a tender offer, we will file tender offer documents with the SEC, which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules.
−Removed: If we seek shareholder approval of our initial business combination, we will consummate our initial business combination only if approved as an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shares held by shareholders who attend and vote at a general meeting of the company to approve the business combination.
−Removed: The decision as to whether we will seek shareholder approval of our proposed business combination or allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval.
−Removed: We currently have until April 25, 2025 (the “Combination Period”), or such earlier date as our board of directors may approve, to consummate our initial business combination.
−Removed: We are currently seeking shareholder approval to amend our amended and restated memorandum and articles of association to extend the Combination Period.
−Removed: Pursuant to our amended and restated memorandum and articles of association, in connection with the shareholder vote for an extension, holders of Class A ordinary shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then issued and outstanding Class A ordinary shares, subject to applicable law.
−Removed: If we are unable to consummate an initial business combination within the Combination Period and the Combination Period is not extended, we will redeem 100% of our issued and outstanding Class A ordinary shares sold as part of our initial public offering (the “public shares”) for a pro rata portion of the funds held in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest income to pay liquidation expenses), divided by the number of then outstanding public shares, subject to applicable law.
−Removed: Assuming we do not deposit additional funds into the Trust Account to extend the time period in which we are required to consummate our initial business combination, we expect the pro rata redemption price to be approximately $10.10 per public share (regardless of whether or not the underwriters exercise their over-allotment option), without taking into account any interest or other income earned on such funds.
−Removed: However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors, which may take priority over the claims of holders of our outstanding public shares (the “public shareholders”).
−Removed: The NYSE rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in the Trust Account and taxes payable on the income earned on the Trust Account) at the time of signing the agreement to enter into the initial business combination.
−Removed: Our board of directors will make the determination as to the fair market value of our initial business combination.
−Removed: If our board of directors is not able to independently determine the fair market value of the target business or businesses, or if we are considering an initial business combination with an affiliated entity, we will obtain an opinion with respect to the satisfaction of such criteria from an independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria.
−Removed: We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination.
−Removed: We also will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations.
−Removed: Subject to these limitations, our directors and executive officers will have virtually unlimited flexibility in identifying and selecting one or more prospective businesses.
−Removed: We may, at our option, pursue an acquisition opportunity jointly with Ares, one or more parties affiliated with Ares, including without limitation, officers and affiliates of Ares, or Ares funds, or investors in such Ares funds.
−Removed: Any such party may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by borrowing from or issuing to such parties a class of equity or debt securities.
−Removed: Any such issuances of equity securities could dilute the interests of our existing shareholders.
−Removed: The amount and other terms and conditions of any such joint acquisition or specified future issuance would be determined at the time of such joint acquisition.
−Removed: We may structure our initial business combination so that the post-business combination company in which our public shareholders own or acquire shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses.
−Removed: We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons.
−Removed: We will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
−Removed: Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction.
−Removed: For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target.
−Removed: In this case, we would acquire a 100% interest in the target.
−Removed: However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination.
−Removed: If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired will be valued for purposes of the 80% of net assets test.
−Removed: If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable.
−Removed: To the extent we effect our initial business combination with a company or business that is financially unstable or in its
−Removed: early stages of development or growth, we may be affected by numerous risks inherent in such company or business.
−Removed: Although our directors and executive officers will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will fully ascertain or assess all significant risk factors.
−Removed: The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty.
−Removed: Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.
−Removed: Other Considerations
−Removed: We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with Ares or any of our Sponsor, executive officers or directors.
−Removed: In the event we seek to complete our initial business combination or, subject to certain exceptions, subsequent material transactions with a company that is affiliated with Ares, our Sponsor or any of our executive officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent entity that commonly renders valuation opinions that such initial business combination or transaction is fair to our company from a financial point of view.
−Removed: We are not required to obtain such an opinion in any other context.
−Removed: Ares manages multiple investment vehicles, and expects to raise additional funds or accounts in the future, including during the period in which we are seeking our initial business combination.
−Removed: These Ares investment entities are expected to be seeking acquisition opportunities and related financings.
−Removed: We may compete with any one or more of them on any given acquisition opportunity.
−Removed: In addition, certain of our directors and executive officers currently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, Ares and the Ares funds or their current or former portfolio companies.
−Removed: Certain of these entities may have overlapping investment objectives and potential conflicts may arise with respect to Ares’ decision regarding how to allocate investment opportunities among these entities.
−Removed: If any of our directors and executive officers becomes aware of a business combination opportunity that is suitable for a fund or
−Removed: entity to which he or she has then-current fiduciary or contractual obligations (including, without limitation, any Ares funds or their current or former portfolio companies), then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such fund or entity, before we can pursue such opportunity.
−Removed: If Ares, the Ares funds or other entities decide to pursue any such opportunity, we may be precluded from pursuing the same.
−Removed: In addition, investment ideas generated within or presented to Ares or our directors and executive officers may be suitable for both us and Ares, a current or future Ares fund or one or more of their portfolio companies and, subject to applicable fiduciary duties or contractual obligations, will first be directed to Ares, such fund, investment vehicle or portfolio company before being directed, if at all, to us.
−Removed: However, we do not expect these fiduciary duties or contractual obligations to materially affect our ability to complete our initial business combination.
−Removed: Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law:
−Removed: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us;
−Removed: and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity (including with respect to any business transaction that may involve another Ares entity) for any director or officer, on the one hand, and us, on the other.
−Removed: Accordingly, none of Ares or our directors or officers will have obligations to present a business combination opportunity to us.
−Removed: Our directors and officers or Ares or its affiliates, including the Ares funds, may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination.
−Removed: Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly to the extent there is overlap among investment mandates and the director and officer teams.
−Removed: In addition, Ares has sponsored other blank check companies in the past and may sponsor other blank check companies similar to ours during the period in which we are seeking an initial business combination, and members of our management team may participate in such blank check companies.
−Removed: Any such blank check company may present additional conflicts of interest in pursuing an acquisition target, particularly if there is overlap among investment mandates and the board and management teams.
−Removed: However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination.
−Removed: In addition, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating time among various business activities, including identifying potential business combinations and monitoring the related due diligence.
−Removed: Moreover, our officers and directors are and in the future will be required to commit time and attention to Ares and current and future Ares funds.
−Removed: To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, any of such entities (including, without limitation, arising as a result of certain of officers and directors being required to offer acquisition opportunities to such entities), Ares and its affiliated funds will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor.
−Removed: Status as a Public Company
−Removed: We believe our structure makes us an attractive business combination partner to target businesses.
−Removed: As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us.
−Removed: In a business combination transaction with us, the owners of the target business may, for example, exchange their ordinary shares in the target business for Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers.
−Removed: Although there are various costs and obligations associated with being a public company, we believe target businesses will find this method a more certain and cost effective method to becoming a public company than the typical initial public offering.
−Removed: The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may not be present to the same extent in connection with a business combination with us.
−Removed: Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences.
−Removed: Once public, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its equity as currency for acquisitions.
−Removed: Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.
−Removed: We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).
−Removed: As such, we are eligible to take advantage of certain exemptions from
−Removed: various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
−Removed: If as a result some investors find our securities unattractive there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.
−Removed: In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
−Removed: In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
−Removed: We intend to take advantage of the benefits of this extended transition period.
−Removed: We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of June 30th of that fiscal year, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
−Removed: Financial Position
−Removed: With a Trust Account in the amount of $533,300,038 as of December 31, 2024 after taking into account the expenses of the Initial Public Offering and $17,500,000 of deferred underwriting commissions, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.
−Removed: Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires.
−Removed: However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available to us.
−Removed: Effecting Our Initial Business Combination
−Removed: We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time.
−Removed: We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering, the sale of the Private Placement Warrants, the Overfunding Loans, our equity, debt or a combination of these as the consideration to be paid in our initial business combination.
−Removed: We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.
−Removed: If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the Trust Account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of the post-business combination company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.
−Removed: We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our Trust Account, or because we become obligated to redeem a significant number of our public shares in connection with our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination.
−Removed: There are no prohibitions on our ability to issue securities or incur debt in connection with our initial business combination.
−Removed: We are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise.
−Removed: Sources of Target Businesses
−Removed: Our process of identifying acquisition targets leverages Ares Management’s and our directors and executive officers’ industry experiences, proven deal sourcing capabilities and broad and deep network of relationships in numerous industries, including executives and management teams, private equity groups and other institutional investors, large business enterprises, lenders, investment bankers and other investment market participants, restructuring advisers, consultants, attorneys and accountants, which we believe should provide us with a number of business combination opportunities.
−Removed: We expect that the collective experience, capability and network of Ares Management and our directors and executive officers, combined with their individual and collective reputations in the investment community, will help to create prospective business combination opportunities.
−Removed: We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants and private equity groups, investment banking firms, consultants, accounting firms and large business enterprises.
−Removed: Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings.
−Removed: These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this Annual Report and know what types of businesses we are targeting.
−Removed: Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.
−Removed: In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors.
−Removed: We may engage the services of professional firms or other individuals that specialize in business acquisitions, including one of the underwriters of the Initial Public Offering or one of their respective affiliates, or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.
−Removed: In addition, the underwriters of the Initial Public Offering may provide these services without additional compensation.
−Removed: We will formally engage a finder only to the extent our directors and executive officers determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our directors and executive officers determine is in our best interest to pursue.
−Removed: Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the Trust Account.
−Removed: In no event, however, will our Sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is).
−Removed: However, certain affiliates of our Sponsor will be entitled to reimbursement for any out-of-pocket expenses (or an allocable portion of such expenses), to the extent that such affiliates incur expenses for services provided to us before our initial business combination.
−Removed: We pay our Sponsor a total of $16,667 per month for office space, utilities, secretarial support and administrative services and to reimburse our Sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination.
−Removed: Some of our officers and directors may enter into employment or consulting agreements with the post-business combination company following our initial business combination.
−Removed: The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of a target business.
−Removed: We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our Sponsor, officers or directors, or from making the acquisition through a joint venture or other form of shared ownership with our Sponsor, officers or directors.
−Removed: In the event we seek to complete our initial business combination with a business combination target that is affiliated with our Sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent entity that commonly renders valuation opinions, that such an initial business combination is fair to our company from a financial point of view.
−Removed: We are not required to obtain such an opinion in any other context.
−Removed: Certain of our directors and executive officers currently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, Ares Management and the Ares funds or their current or former portfolio companies.
−Removed: Certain of these entities may have overlapping investment objectives and potential conflicts may arise with respect to Ares Management’s decision regarding how to allocate investment opportunities among these entities.
−Removed: If any of our directors and executive officers becomes aware of a business combination opportunity that is suitable for a fund or entity to which he or she has then-current fiduciary or contractual obligations (including, without limitation, any Ares funds or their current or former portfolio companies), then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such fund or entity, before we can pursue such opportunity.
−Removed: If Ares Management, the Ares funds or other entities decide to pursue any such opportunity, we may be precluded from pursuing the same.
−Removed: In addition, investment ideas generated
−Removed: within or presented to Ares Management or our directors and executive officers may be suitable for both us and Ares Management, a current or future Ares fund or one or more of their portfolio companies and, subject to applicable fiduciary duties or contractual obligations, will first be directed to Ares Management, such fund, investment vehicle or portfolio company before being directed, if at all, to us.
−Removed: None of Ares Management or any of our directors and executive officers who are also employed by Ares Management or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware in their capacities as employees of Ares Management, its funds or their portfolio companies.
−Removed: However, we do not expect these duties or contractual obligations to materially affect our ability to complete our initial business combination.
−Removed: Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law:
−Removed: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us;
−Removed: and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity (including with respect to any business transaction that may involve another Ares entity) for any director or officer, on the one hand, and us, on the other.
−Removed: Evaluation of a Target Business and Structuring of Our Initial Business Combination
−Removed: In evaluating a prospective target business, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made available to us.
−Removed: If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.
−Removed: The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty.
−Removed: Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.
−Removed: The company will not pay any consulting fees to our directors and executive officers, or any of their respective affiliates, for services rendered to or in connection with our initial business combination.
−Removed: Lack of Business Diversification
−Removed: For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business.
−Removed: Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business.
−Removed: By completing our initial business combination with only a single entity, our lack of diversification may:
−Removed: • subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination;
−Removed: • cause us to depend on the marketing and sale of a single product or limited number of products or services.
−Removed: Limited Ability to Evaluate the Target’s Management Team
−Removed: Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’s management may not prove to be correct.
−Removed: In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company.
−Removed: Furthermore, the future role of our directors and executive officers, if any, in the target business cannot presently be stated with any certainty.
−Removed: The determination as to whether any of our directors and executive officers will remain with the combined company will be made at the time of our initial business combination.
−Removed: While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination.
−Removed: Moreover, we cannot assure you that our directors and executive officers will have significant experience or knowledge relating to the operations of the particular target business.
−Removed: We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company.
−Removed: The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.
−Removed: Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.
−Removed: We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.
−Removed: Shareholders May Not Have the Ability to Approve Our Initial Business Combination
−Removed: We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association.
−Removed: However, we will seek shareholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek shareholder approval for business or other legal reasons.
−Removed: Under the NYSE listing rules, shareholder approval would be required for our initial business combination if, for example:
−Removed: • we issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then outstanding (other than in a public offering);
−Removed: • any of our directors, officers or substantial security holder (as defined by the rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a substantial security holder);
−Removed: • the issuance or potential issuance of ordinary shares will result in our undergoing a change of control.
−Removed: The decision as to whether we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is not required by law will be made by us, solely in our discretion, and will be based on business and legal reasons, which include a variety of factors, including, but not limited to:
−Removed: • the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;
−Removed: • the expected cost of holding a shareholder vote;
−Removed: • the risk that the shareholders would fail to approve the proposed business combination;
−Removed: • other time and budget constraints of the company;
−Removed: • additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.
−Removed: Permitted Purchases of Our Securities
−Removed: If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination where otherwise permissible under applicable law, rules and regulations.
−Removed: Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our Sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares or not redeem their public shares.
−Removed: However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.
−Removed: None of the funds in the Trust Account will be used to purchase public shares or public warrants in such transactions.
−Removed: If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.
−Removed: In the event that our Sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders
−Removed: would be required to revoke their prior elections to have their shares redeemed.
−Removed: We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act;
−Removed: however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.
−Removed: The effect of any such purchases of shares or warrants could be to reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a certain amount of cash at the closing of our initial business combination.
−Removed: Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.
−Removed: In addition, if such purchases are made, the public “float” of our Class A Ordinary Shares or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
−Removed: In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
−Removed: Our Sponsor, officers, directors or their affiliates anticipate that they may identify the shareholders with whom our Sponsor, officers, directors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of proxy materials in connection with our initial business combination.
−Removed: To the extent that our Sponsor, officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed their election to have their shares redeemed for a pro rata share of the Trust Account or vote against our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination.
−Removed: Our Sponsor, executive officers, directors, advisors or any of their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.
−Removed: Our Sponsor, officers, directors or their affiliates will not make purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
−Removed: Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.
−Removed: In addition, we have adopted an Insider Trading Policy that is designed to promote compliance with insider trading laws, rules and regulations and governs the purchase, sale and/or other dispositions of our securities by our directors, officers and employees, as well as their immediate family members and entities owned or controlled by them.
−Removed: Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination
−Removed: We will provide our public shareholders with the opportunity to require us to redeem all or a portion of their Class A ordinary shares in connection with our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then-outstanding public shares, subject to the limitations described in this Annual Report.
−Removed: The per share amount we will distribute to investors who properly elect to redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.
−Removed: The redemption rights will include the requirement that a beneficial holder must identify itself before we can validly redeem its shares.
−Removed: There will be no redemption rights upon the completion of our initial business combination with respect to our warrants.
−Removed: Our Sponsor and each of our directors and executive officers have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any Class B ordinary shares and any public shares in connection with the redemption of our shares upon the completion of our initial business combination.
−Removed: Manner of Conducting Redemptions
−Removed: We will provide our public shareholders with the opportunity to require us to redeem all or a portion of their Class A ordinary shares in connection with our initial business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer.
−Removed: The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirements or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules).
−Removed: Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company
−Removed: where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval.
−Removed: We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirements and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other legal reasons.
−Removed: So long as we obtain and maintain a listing for our securities on the NYSE, we will be required to comply with the NYSE rules.
−Removed: If we hold a shareholder vote to approve our initial business combination, we will, pursuant to our amended and restated memorandum and articles of association:
−Removed: • conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules;
−Removed: • file proxy materials with the SEC.
−Removed: If we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above in connection with our initial business combination.
−Removed: If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of shareholders holding a majority of ordinary shares who attend and vote at a shareholder meeting.
−Removed: In such case, our Sponsor has agreed to vote its Class B ordinary shares, and our Sponsor and our officers and directors have agreed to vote any public shares acquired in or after the Initial Public Offering in favor of a business combination.
−Removed: As a result, if approved as an ordinary resolution, in addition to our Sponsor’s Class B ordinary shares, we would need 18,750,001 or 37.5% (assuming all outstanding shares are voted), or 3,125,001 or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 50,000,000 public shares sold in the Initial Public Offering to be voted in favor of an initial business combination to have our initial business combination approved.
−Removed: Each public shareholder may elect to have their public shares redeemed irrespective of whether they vote for or against the proposed transaction or abstain from voting on the proposed transaction.
−Removed: In addition, our Sponsor and each of our directors and executive officers have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Class B ordinary shares and public shares in connection with the completion of our initial business combination.
−Removed: If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association:
−Removed: • conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers;
−Removed: • file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
−Removed: Upon the public announcement of our initial business combination, we or our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase Class A ordinary shares in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act.
−Removed: In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period.
−Removed: If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.
−Removed: The proposed initial business combination may require:
−Removed: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed initial business combination.
−Removed: In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the
−Removed: aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders of such shares.
−Removed: Limitation on Redemption upon Completion of Our Initial Business Combination If We Seek Shareholder Approval
−Removed: If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering, which we refer to as “Excess Shares,” without our prior consent.
−Removed: We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our directors and executive officers to purchase their shares at a significant premium to the then-current market price or on other undesirable terms.
−Removed: Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in the Initial Public Offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our Sponsor or our directors and executive officers at a premium to the then-current market price or on other undesirable terms.
−Removed: By limiting our shareholders’ ability to require us to redeem no more than 15% of the shares sold in the Initial Public Offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a certain amount of cash.
−Removed: However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
−Removed: Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights
−Removed: Public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” will be required to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy materials or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s (the “DTC”) DWAC (Deposit/ Withdrawal At Custodian) System, at the holder’s option, in each case up to two business days prior to the initially scheduled vote to approve the business combination.
−Removed: The proxy materials or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate the applicable delivery requirements.
−Removed: Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to the date set forth in the proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.
−Removed: Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their public shares.
−Removed: There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System.
−Removed: The transfer agent will typically charge the tendering broker a fee of approximately $100.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder.
−Removed: However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares.
−Removed: The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.
−Removed: The foregoing is different from the procedures used by many blank check companies.
−Removed: To perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights.
−Removed: After the business combination was approved, the company would contact such shareholder to arrange for him or her to deliver his or her certificate to verify ownership.
−Removed: As a result, the shareholder then had an “option window” after the completion of the business combination during which he or she could monitor the price of the company’s shares in the market.
−Removed: If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation.
−Removed: As a result, the redemption rights, to which shareholders were aware they needed to commit before the shareholder meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder delivered its certificate.
−Removed: The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming shareholder’s election to require us to redeem is irrevocable once the business combination is approved.
−Removed: Any request to redeem such shares, once made, may be withdrawn at any time up to the redemption deadline and thereafter with the approval of the board of directors.
−Removed: Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).
−Removed: It is anticipated that the funds to be distributed to holders of our public shares electing to require us to redeem their shares will be distributed promptly after the completion of our initial business combination.
−Removed: If our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to require us to redeem their shares for the applicable pro rata share of the Trust Account.
−Removed: In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.
−Removed: If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until the end of the Combination Period (as it may be extended), or such earlier date as our board of directors may approve.
−Removed: Redemption of Public Shares and Liquidation If No Initial Business Combination
−Removed: Our amended and restated memorandum and articles of association provides that we will have until the end of the Combination Period, or such earlier date as our board of directors may approve, to complete our initial business combination.
−Removed: If we have not consummated an initial business combination by the end of the Combination Period (as it may be extended), or such earlier date as our board of directors may approve, we will as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest income to pay liquidation expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and to the other requirements of applicable law.
−Removed: There will be no redemption rights or liquidating distributions with respect to our warrants, which may expire worthless if we fail to consummate an initial business combination by the end of the Combination Period (as it may be extended), or such earlier date as our board of directors may approve.
−Removed: Our amended and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.
−Removed: Our Sponsor has entered into an agreement with us, pursuant to which it has waived its rights to liquidating distributions from the Trust Account with respect to its Class B ordinary shares if we fail to consummate an initial business combination by the end of the Combination Period (as it may be extended), or such earlier date as our board of directors may approve.
−Removed: However, if our Sponsor, directors or executive officers acquire public shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from our operating account with respect to the Sponsor’s Class B ordinary shares and from the Trust Account with respect to such public shares if we fail to consummate an initial business combination by the end of the Combination Period (as it may be extended), or such earlier date as our board of directors may approve.
−Removed: Our Sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by the end of the Combination Period (as it may be extended), or such earlier date as our board of directors may approve, or (B) with respect to any other material provision relating to the rights or pre-initial business combination activity of holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity to require us to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of the then-outstanding public shares.
−Removed: We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $975,319 of proceeds held outside the Trust Account (as of December 31, 2024) plus up to $100,000 of interest income from the Trust Account available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.
−Removed: If we were to expend all of the net proceeds of the Initial Public Offering, the sale of the Private Placement Warrants and the Overfunding Loans, other than the proceeds deposited in the Trust Account, and without taking into account interest, if any, earned on the Trust Account, the per-share redemption amount received by shareholders upon our dissolution would be $10.10.
−Removed: The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders.
−Removed: We cannot assure you that the actual per-share redemption amount received by shareholders will not be less than $10.10.
−Removed: While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.
−Removed: Although we will seek to have all material vendors, service providers (except for our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account.
−Removed: If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our directors and executive officers will consider whether competitive alternatives are reasonably available to the company and will only enter into an agreement with a third party that has not executed a waiver if our directors and executive officers believe that such third party’s engagement would be in the best interest of the company given the circumstances.
−Removed: Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by our directors and executive officers to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where our directors and executive officers are unable to find a service provider willing to execute a waiver.
−Removed: WithumSmith+Brown, PC, our independent registered public accounting firm and the underwriters of our Initial Public Offering will not execute agreements with us waiving such claims to the monies held in the Trust Account.
−Removed: In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason.
−Removed: To protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (other than our independent registered public accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.10 per share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.
−Removed: In the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third party claims.
−Removed: However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of our company.
−Removed: Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations.
−Removed: As a result, if any such claims were successfully made against the Trust Account, the funds available for redemptions as of the date of the liquidation of the Trust Account could be reduced to less than $10.10 per public share.
−Removed: In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares.
−Removed: None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
−Removed: In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.10 per share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our tax obligations, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations.
−Removed: While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance.
−Removed: For example, the cost of such legal action may be deemed by the independent directors to be too high relative to the amount recoverable.
−Removed: Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.10 per share.
−Removed: We will seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all material vendors, service providers (except for our independent registered public
−Removed: accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
−Removed: Our Sponsor will also not be liable as to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.
−Removed: We will have access to up to $975,319 of proceeds held outside the Trust Account (as of December 31, 2024) with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000).
−Removed: In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by creditors, however such liability will not be greater than the amount of funds from our Trust Account received by any such shareholder.
−Removed: If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.
−Removed: To the extent any bankruptcy claims deplete the Trust Account, we cannot assure you we will be able to return $10.10 per share to our public shareholders.
−Removed: Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders.
−Removed: Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors.
−Removed: We cannot assure you that claims will not be brought against us for these reasons.
−Removed: Our public shareholders will be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our public shares if we do not consummate our initial business combination by the end of the Combination Period (as it may be extended), (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not consummate an initial business combination by the end of the Combination Period, or such earlier date as our board of directors may approve, or (B) with respect to any other material provisions relating to the rights or pre-initial business combination activity of holders of our Class A ordinary shares, or (iii) if they redeem their respective shares for cash upon the completion of the initial business combination.
−Removed: Public shareholders who elect to have their Class A ordinary shares redeemed in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial business combination or liquidation if we have not completed an initial business combination by the end of the Combination Period (as it may be extended), or such earlier date as our board of directors may approve, with respect to such Class A ordinary shares so redeemed.
−Removed: In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account.
−Removed: In the event we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of shareholders holding a majority of ordinary shares who attend and vote at a shareholder meeting.
−Removed: A shareholder’s voting in connection with the business combination alone will not result in a shareholder’s requiring us to redeem its shares for an applicable pro rata share of the Trust Account.
−Removed: Such shareholder must have also exercised its redemption rights described above.
−Removed: These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote.
−Removed: Proposed Extension of Combination Period
−Removed: If we have not completed a business combination by April 25, 2025, we plan to extend the period of time to complete a business combination, subject to shareholder approval.
−Removed: On March 5, 2025, we filed with the SEC a preliminary proxy statement providing notice of a special meeting of shareholders (the “Extension Meeting”) to consider proposals to (i) amend our amended and restated memorandum and articles of association to extend the date by which we have to consummate a business combination from April 25, 2025 to January 26, 2026, or such earlier date as our board of directors may approve, or such later date as the shareholders may approve, in accordance with our amended and restated memorandum and articles of association;
−Removed: and (ii) adjourn the Extension Meeting to a later date or dates indefinitely, if necessary, either:
−Removed: (a) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extension Meeting, there are insufficient Class A ordinary shares and Class B ordinary shares represented to constitute a quorum necessary to conduct business at the Extension Meeting or to approve the extension or (b) if our board of directors determines before the Extension Meeting that it is not necessary or no longer desirable to proceed with the extension.
−Removed: In identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, public companies, operating businesses seeking strategic acquisitions.
−Removed: Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates.
−Removed: Moreover, many of these competitors possess greater financial, technical, human and other resources than us.
−Removed: Our ability to acquire larger target businesses will be limited by our available financial resources.
−Removed: This inherent limitation gives others an advantage in pursuing the acquisition of a target business.
−Removed: Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.
−Removed: Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.
−Removed: See “—Other Considerations.”
−Removed: Our executive offices are located at 245 Park Avenue, 44th Floor, New York, NY 10167.
−Removed: The cost for our use of this space is included in the $16,667 per month fee we pay to our Sponsor for office space, utilities, secretarial support and administrative services.
−Removed: We consider our current office space adequate for our current operations.
−Removed: We currently have four executive officers.
−Removed: These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.
−Removed: The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in.
−Removed: We do not intend to have any full time employees prior to the completion of our initial business combination.
−Removed: Periodic Reporting and Financial Information
−Removed: Our Units, Class A ordinary shares and warrants are registered under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC.
−Removed: The SEC maintains an internet site at http://www.sec.gov that contains such reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.
−Removed: In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants.
−Removed: We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation or tender offer materials, as applicable, sent to shareholders.
−Removed: These financial statements may be required to be prepared in accordance with, or reconciled to, generally accepted accounting principles in the United States of America (“GAAP”), or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”), depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board in the United States (“PCAOB”).
−Removed: These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.
−Removed: We cannot assure you that any particular target business identified by us as a potential target business will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above.
−Removed: To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business.
−Removed: While this may limit the pool of potential target businesses, we do not believe that this limitation will be material.
−Removed: We are required to evaluate our internal control procedures beginning with this Annual Report as required by the Sarbanes-Oxley Act.
−Removed: Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.
−Removed: A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls.
−Removed: The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
−Removed: On April 20, 2023, we filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act.
−Removed: As a result, we are subject to the rules and regulations promulgated under the Exchange Act.
−Removed: We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
−Removed: We are a Cayman Islands exempted company.
−Removed: Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time (the “Companies Act”).
−Removed: As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.
−Removed: We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.
−Removed: As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
−Removed: If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
−Removed: In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
−Removed: In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
−Removed: We intend to take advantage of the benefits of this extended transition period.
−Removed: We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of June 30th of that fiscal year, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
−Removed: Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.
−Removed: Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
−Removed: We will remain a smaller reporting company during each fiscal year so long as (1) the market value of our Class A ordinary shares held by non-affiliates did not equal or exceed $250 million as of the end of the most recently completed second fiscal quarter, or (2) our annual revenues did not equal or exceed $100 million during the most recently completed fiscal year and the market value of our Class A ordinary shares held by non-affiliates did not exceed $700 million as of the end of the most recently completed second fiscal quarter.
+Added: INFORMATION ABOUT KODIAK
+Added: Unless the context otherwise requires, all references in this section to the “Company,” “Kodiak,” “we,” “us,” or “our” refer to the business of Kodiak Robotics, Inc.
+Added: prior to the consummation of the Merger (defined below), and to Kodiak AI, Inc.
+Added: after the completion of the Merger.
+Added: Corporate History and Background
+Added: On September 24, 2025 (the “Closing Date” or “Closing”), Kodiak Robotics, Inc.
+Added: (“Legacy Kodiak”) and Ares Acquisition Corporation II (“AACT”) consummated the merger transaction (the “Merger”) as contemplated by a definitive business combination agreement (the “BCA”) and AACT changed its name to Kodiak AI, Inc.
+Added: Our common stock is listed on the Nasdaq under the symbol “KDK,” and our warrants to purchase shares of common stock are listed on the Nasdaq under the symbol “KDKRW.”
+Added: Company Overview
+Added: Kodiak is a leading provider of physical AI, with a focus on AI-powered autonomous vehicle (“AV”) technology, that is designed to help tackle some of the toughest driving jobs.
+Added: Our driverless solution can help address the critical problem of safely transporting goods in the face of unprecedented supply chain challenges.
+Added: We believe that driverless trucks can enhance road safety, improve truck utilization, reduce costs, expand margins for fleet owners, alleviate supply chain pressures and create better jobs for truck drivers.
+Added: Kodiak’s vision is to become the trusted world leader in physical AI.
+Added: We are committed to a safer and more efficient future for all through the commercialization of driverless trucking at scale.
+Added: To that end, we developed the Kodiak Driver, a virtual driver that combines advanced AI-powered software with modular and vehicle-agnostic hardware designed to help address our customers’ needs.
+Added: The Kodiak Driver is a unified physical AI system powered by multiple parallel neural nets that continuously learns and adapts across domains for efficient, scalable autonomy.
+Added: The Kodiak Driver is not just an idea—it is operating without a human driver today.
+Added: As of December 31, 2025, Kodiak Driver-powered vehicles have logged over 10,700 Cumulative Hours of Paid Driverless Operations.
+Added: We built the Kodiak Driver with key technological advantages and differentiators that include:
+Added: (i) our customer-focused design, engineered for maintainability and uptime;
+Added: (ii) cutting-edge AI-powered software;
+Added: (iii) independence from the high-definition (“HD”) maps common in the AV industry;
+Added: (iv) a common technology platform that is built for scale and adaptable to nearly any modern ground vehicle;
+Added: and (v) our approach to modular hardware and remote assistance.
+Added: Notably, we have accomplished this in a highly capital-efficient manner.
+Added: We serve customers in the long-haul trucking, industrial trucking, and defense industries.
+Added: In December 2024, we believe we achieved a historic milestone by becoming the first company to deploy customer-owned and -operated driverless trucks in commercial service.
+Added: We delivered these driverless trucks to Atlas Energy Solutions (“Atlas”), an oil and gas logistics provider which operates these trucks in the oil-rich Permian Basin of West Texas and Eastern New Mexico.
+Added: Following successful real-world operations and the achievement of key performance milestones, in March 2025, Atlas committed to deploying the Kodiak Driver on 100 Atlas-owned trucks, subject to the terms of the Atlas MSA.
+Added: Additionally, we work with some of the largest fleets in the United States, including J.B.
+Added: Hunt, Werner Enterprises, C.R.
+Added: England and Martin Brower.
+Added: As of December 31, 2025, our customers have utilized Kodiak-owned autonomous trucks to deliver more than 12,600 revenue-generating loads across the southern United States.
+Added: The Kodiak Driver is also being utilized in the defense sector, where we believe it can support national security initiatives and critical government applications.
+Added: To date, we have recognized in aggregate approximately $30 million in revenue under contracts with the U.S.
+Added: military to adapt the Kodiak Driver for military vehicles.
+Added: In early 2026, we were awarded a contract by the U.S.
+Added: Marine Corps to integrate the Kodiak Driver into the Marine Corps’ Remotely Operated Ground Unit for Expeditionary Fires (ROGUE-Fires) carrier ground vehicle.
+Added: We expect to continue to grow our Driver-as-a-Service (“DaaS”) business model, which we launched in December 2024 in connection with our partnership with Atlas.
+Added: Under our DaaS model, our customers are provided with access to the Kodiak Driver on customer-owned and -operated vehicles.
+Added: Under this model, we generate revenue through either a per-vehicle or per-mile license fee.
+Added: This flexible approach to pricing is designed to align with our customers’ diverse operational models, while generating predictable, recurring revenue for us.
+Added: By integrating the Kodiak Driver into customer-owned fleets, we expect to build an asset-light business that can scale with our customers’ growth.
+Added: We first implemented the DaaS model with Atlas in its industrial domain.
+Added: Currently, we charge our long-haul customers a traditional per-mile or per-load fee to deliver freight on Kodiak-owned autonomous trucks.
+Added: We plan to transition those customers to our DaaS model once we commence long-haul driverless operations.
+Added: Kodiak was founded by autonomy industry pioneer Don Burnette in 2018.
+Added: Kodiak’s management team has decades of collective experience across AI, robotics, and AV technology.
+Added: Our team of 342 employees, as of December 31, 2025, brings experience not only in technology but also operations, trucking and defense.
+Added: The AV Industry
+Added: For decades, AVs remained a fixture of science fiction.
+Added: Progress was limited until the early 2000s, when the Defense Advanced Research Projects Agency (“DARPA”) catalyzed the field through a series of landmark competitions known as the DARPA Grand Challenges.
+Added: The DARPA Grand Challenges led to significant advancements in state-of-the-art sensors, compute and drive-by-wire systems necessary to support AVs.
+Added: Further, breakthroughs in physical AI and computer vision, powered by increasingly sophisticated graphics processing units (“GPUs”), have accelerated autonomy from the laboratory to real-world deployment.
+Added: In the United States, policymakers, witnessing these advances, have cleared a regulatory path for AV deployment in 24 states as of December 31, 2025.
+Added: AV technology is no longer a technology of the future – it is currently being deployed across several economically-critical sectors including trucking, personal transportation, last-mile goods delivery and defense, with the public increasingly embracing driverless vehicles.
+Added: The autonomous trucking sector in particular has recently seen increased customer interest, as the COVID-19 pandemic highlighted the fragility of supply chains to consumers, policymakers and investors.
+Added: Our Competitive Advantages
+Added: The Kodiak Driver’s technological advantages and unique architecture reflects the experience and expertise of our team.
+Added: We made key architectural decisions early in our development process enabling us to build robust software and modular, durable hardware in a capital efficient manner.
+Added: Our competitive advantages include:
+Added: Customer-Focused Design
+Added: Cutting-Edge Physical AI Powering a Unified Virtual Driver
+Added: Independence from HD Maps
+Added: Common Technology Platform
+Added: Modular Hardware
+Added: Assisted Autonomy
+Added: AI Safety Agent
+Added: Customer-Focused Design
+Added: We designed the Kodiak Driver with our customers in mind, leveraging our team’s experience deploying and operating real-world products.
+Added: Specifically, we focused on the factors that we believe are critical for our customers, such as ease of maintenance, reliability and smooth integration into our customers tools and operations.
+Added: Our iterative and efficient autonomy development process allows our team to move with agility and speed to address our customers’ needs.
+Added: Cutting-Edge Physical AI Powering a Unified Virtual Driver
+Added: Our cutting-edge virtual driver incorporates advancements in physical AI and a fundamentals-based sensor-fusion system.
+Added: The Kodiak Driver can operate in various complex environments such as highways, dirt roads and off-road, using Kodiak’s Modular Cognitive Architecture to understand the scene.
+Added: Our neural net framework emphasizes redundancy, end-to-end learnability, interpretability, generalizability and cross-sensor learning.
+Added: The flexibility of the Kodiak Driver is based on this data-driven system architecture.
+Added: Our approach is both modular and verifiable, and it utilizes emerging physical AI techniques, including Vision-Language Models (“VLMs”), to easily integrate diverse data streams.
+Added: Key to our physical AI is our iterative autonomy development process, which involves a defined testing approach and strong systems engineering, thorough yet cost-efficient validation, advanced simulation utilizing technology currently provided by Applied Intuition, Inc.
+Added: and rigorous software system design.
+Added: The AI models in our proprietary perception and planning systems are trained and continually improved based on the data we collect through multiple sensing modalities, including camera, radar, and LiDAR sensor returns while a Kodiak Driver-powered vehicle is operating, as well as data from an Inertial Measurement Unit, which is incorporated into the Kodiak Driver.
+Added: Our supervised learning is based on both manually-processed data processed and AI pre-labeling modules.
+Added: For example, we use publicly available vision language encoders that are available for commercial use.
+Added: We train our models on GPU cluster infrastructure, either at our own on-premise data center or in cloud-based clusters.
+Added: We do not use any third-party data sources in our autonomous system—all of our datasets are proprietary and originate from data we collect while a Kodiak Driver-powered vehicle is operating.
+Added: This includes data we collect on our own Kodiak Driver-powered trucks, as well as data we collect while operating our DaaS model on customer-owned trucks.
+Added: Independence from HD Maps
+Added: The Kodiak Driver operates without relying on HD maps that are common in the AV industry.
+Added: Instead, the Kodiak Driver is designed to see the road, analyze its surroundings, use limited pre-existing information and incorporate real-time perception.
+Added: We believe this approach better enables the Kodiak Driver to adapt to construction, obstacles, and shifting lanes.
+Added: Additionally, we believe this approach enhances the Kodiak Driver’s ability to operate in unstructured environments, such as the Permian Basin and military theaters, where maps are difficult, if not impossible, to build and maintain.
+Added: We believe our independence from HD maps will enable broader scalability and resilience in complex and dynamic environments, giving our trucks the flexibility to navigate across a range of situations and locations.
+Added: Common Technology Platform
+Added: The Kodiak Driver is a single, common technology platform that is designed to operate across multiple vehicle types and in a variety of driving domains.
+Added: We have already demonstrated the Kodiak Driver on a number of vehicle types, including Class 8 trucks, Ford F-150s and a Textron RIPSAW M3 treaded military vehicle.
+Added: In addition, this common technology platform allows us to leverage learnings from one domain to the next.
+Added: Our strategic decisions to expand the Kodiak Driver’s operating domain to highways, surface streets and unimproved roads has created a robust solution that allows us to leverage learnings across driving environments, creating a virtuous technology development cycle.
+Added: Modular Hardware
+Added: We recognize that truck uptime and efficient maintenance are important for our customers.
+Added: We designed modular hardware that is easy to service and maintain without the need for specialized technicians.
+Added: This technology enables our customers to keep their Kodiak Driver-powered trucks up and running.
+Added: Our focus on meeting these needs is evident in the design of our SensorPods, which are engineered to be replaced in less time than it takes to change a tire.
+Added: We also recently announced a strategic agreement with Bosch, a leading global supplier of technology and services, to collaborate on and scale the manufacturing of a production-grade, redundant autonomous platform.
+Added: This platform contains the specialized hardware, firmware, and software interfaces that enable the Kodiak Driver to automate trucks—either on a vehicle production line or through an upfitting partner.
+Added: Assisted Autonomy
+Added: The Kodiak Driver is designed to operate across a variety of environments.
+Added: We have enhanced this capability by developing an end-to-end service capability, which we call Assisted Autonomy.
+Added: Assisted Autonomy blends remote support
+Added: with onboard autonomy to create a solution that enables flexibility and safety.
+Added: When operating in Assisted Autonomy mode, a driver holding a commercial driver’s license sits at a remote assistance station with intuitive controls including a steering wheel, pedals and brakes to provide guidance to the Kodiak Driver.
+Added: Assisted Autonomy integrates into the Kodiak Driver’s AI safeguards, and uses redundant, low latency communications to enable safe, high-reliability remote assistance.
+Added: We developed our Assisted Autonomy system to offer reliable end-to-end solutions, leading to reduced development costs and additional operational flexibility for our customers, and operate our Assisted Autonomy system in partnership with Vay Technology Inc.
+Added: Vay’s stations and software tools enable communication with the trucks using multiple redundant communications protocols, offering a more flexible driver-out solution that facilitates broad operational capabilities.
+Added: Connectivity for Kodiak's Assisted Autonomy technology is powered by Verizon.
+Added: Verizon's 5G and LTE networks allow Kodiak’s driverless vehicles to communicate with Assisted Autonomy drivers and send mission-critical communication between vehicles and our 24/7 Operations Center, with low latency over long distances in remote environments.
+Added: AI Safety Agent
+Added: Kodiak's perception system utilizes our proprietary AI Safety Agent that leverages generative AI-based VLMs to identify and address novel, complex or rare edge case scenarios that can be a challenge for more traditional perception techniques.
+Added: Using this new approach, the Kodiak Driver can generally identify scenarios like dust devils, flooded roads and car fires.
+Added: We believe this technology allows us to more efficiently handle the long tail of complex edge cases as we move towards long-haul driverless deployment.
+Added: Our Safety Approach
+Added: Safety is the foundation of everything we build.
+Added: It is the driving force behind what we do and why we do it.
+Added: Building a safe AV is not about using a single approach or achieving a single metric.
+Added: It is about being comprehensive – identifying reasonably foreseeable risks and building layers of systems and processes to mitigate those risks.
+Added: This holistic, comprehensive framework, common in safety-critical industries, is called a safety case.
+Added: We utilize our safety case to provide a structured, evidence-backed argument for why the Kodiak Driver is acceptably safe.
+Added: Our safety case enables us to foster confidence among customers, regulators and the general public.
+Added: To complete our driverless safety case for our initial industrial trucking operating domain, we conducted a comprehensive risk evaluation spanning functional safety, behavioral safety, operational safety, cybersecurity and other areas of focus.
+Added: The evidence from this effort was then assembled into our safety case structure to support the claim that our system is acceptably safe for driverless operations in our off-highway operating domain.
+Added: We are now working to extend our safety case to additional operating environments, including long-haul trucking.
+Added: We intend to complete our long-haul safety case, and commence long-haul driverless operations, by the end of 2026.
+Added: Our Safety Case Pillars
+Added: Core to our safety approach is the Probabilistic Risk Assessment (“PRA”), a technique pioneered by the nuclear and aerospace industries, to quantify behavioral safety risks.
+Added: The PRA provides a rigorous, data-driven assessment of risk, supporting a measurable and evidenced-backed path to deployment readiness, while helping to identify the highest-priority areas for development.
+Added: The PRA breaks down risks into testable and measurable scenarios, starting broad and progressively narrowing into specific, quantifiable events like “static vehicle-in-lane exposures per mile.” This structured risk assessment enables a precise evaluation of our autonomy system’s performance under real-world conditions.
+Added: By pinpointing key sources of risk, the PRA allows us to prioritize development towards the most critical scenarios.
+Added: As we continuously expand and refine our
+Added: PRA model, we systematically determine new engineering priorities, ensuring continuous refinement and ongoing safety improvements.
+Added: In addition to our safety case framework, we work both individually and with our suppliers to ensure we comply with all applicable Federal Motor Vehicle Safety Standards (“FMVSSs”) and Federal Motor Carrier Safety Regulations (“FMCSRs”).
+Added: Furthermore, we have established a strong set of principles, policies and procedures designed to promote safety throughout our organization.
+Added: We work closely with both federal and state regulators to ensure that they are well informed of our operations and approach and commitment to safety.
+Added: The Kodiak Driver
+Added: We are focused on delivering a purpose-built, physical AI-powered ground autonomy solution that enables reliable and efficient driverless movement in a wide variety of environments.
+Added: The Kodiak Driver’s software stack employs a physical AI-driven approach to ground autonomy, utilizing a single virtual driver across multiple environments, while the Kodiak Driver’s modular hardware is designed for easy maintenance with minimal training.
+Added: The Kodiak Driver has demonstrated performance in complex environments with different trailer types and weights.
+Added: Oversight and Integration Tools
+Added: Kodiak has built oversight and integration tools that allow us to deliver a comprehensive and turnkey AV solution to our customers.
+Added: This includes Kodiak OnTime, Kodiak’s proprietary suite of support services and tools designed to provide smooth integration with customer operations.
+Added: Kodiak OnTime integrates the Kodiak Driver with our customers’ management systems, including fleet management, transportation management and yard operations.
+Added: In addition, Kodiak OnTime enables real-time tracking and status updates, and includes in-field applications for inspections as well as services to keep trucks moving safely and efficiently.
+Added: Kodiak’s 24/7 Operations Center gives our operations specialists real-time visibility into every Kodiak Driver-powered truck, supporting efficient and reliable operations.
+Added: A Business Model Tailored to Customer Operations
+Added: Kodiak offers the Kodiak Driver for a recurring license fee.
+Added: Integrating the Kodiak Driver into customer-owned vehicles allows us to maintain a more asset-light business model.
+Added: Under our DaaS model, which we launched in December 2024 in connection with our partnership with Atlas, we charge a per-vehicle or per-mile license fee, depending on which fee structure better fits into our customers’ operations.
+Added: These license fees cover the use of the Kodiak Driver hardware and software platforms, access to software and routing updates, maintenance of the autonomous system, remote monitoring and assistance and access to Kodiak OnTime and other services.
+Added: We believe that integration with our customers’ information management systems through Kodiak OnTime will aid in customer retention, as our customers adapt their processes and tools specifically to incorporate the Kodiak Driver.
+Added: We anticipate entering into long-term master service contracts with our customers which will provide for per-truck or per-mile license fees and terms of three to four years in our trucking business.
+Added: We will deliver certain components of our offerings, such as maintenance, hardware financing and insurance, in conjunction with our third-party partner network.
+Added: We believe that this business model will allow us to scale while maintaining high margins – we succeed as our customers succeed.
+Added: Kodiak’s Self-Driving Software Stack
+Added: The Kodiak Driver uses a Modular Cognitive Architecture consisting of several parallel deep neural nets that simultaneously process large amounts of sensor data to perceive and understand the truck’s operating environment and its place within it, classify the objects and actors in its field of view, predict the behavior of those actors, and create and execute a motion plan for where to drive.
+Added: Our data-driven AI framework emphasizes redundancy, end-to-end learnability, interpretability, generalizability and cross-sensor learning.
+Added: The Kodiak Driver pulls in information from its suite of sensors:
+Added: cameras, radars and LiDARs.
+Added: Each of these sensors has its own strengths and benefits, and we purposefully arrange them with overlapping fields of view designed to improve safety.
+Added: The Kodiak Driver’s AI-powered perception system then processes that sensor information, turning raw sensor data into actionable information.
+Added: Next, the Kodiak Driver uses this information to determine its location, orientation and speed in relation to other objects and actors.
+Added: It then formulates a motion plan for where to drive, setting both speed and trajectory to establish a safe path.
+Added: Finally, the Kodiak Driver’s controls layer communicates with the underlying truck, applying the throttle or brakes and turning the wheels, as applicable.
+Added: This full cycle repeats itself ten times every second.
+Added: The Kodiak Driver also utilizes technologies that promote safe and reliable operations even in challenging situations.
+Added: Kodiak’s proprietary fallback system is designed to enable a Kodiak Driver-powered vehicle to safely and autonomously move over to the side of the road in the event of a truck or system failure, thereby achieving a minimal risk condition.
+Added: Ten times each second, the Kodiak Driver evaluates the performance of more than 1,000 safety-critical processes and components in both the self-driving stack and the underlying truck platform.
+Added: Should any of these critical components fall outside the acceptable performance parameters, the Kodiak Driver automatically executes a fallback plan, safely pulling the truck over to the side of the road.
+Added: This fallback capability is critical for promoting safe operations.
+Added: Our perception system also uses a proprietary, patent-pending system that leverages generative AI-based VLMs to identify and respond to novel, complex edge case scenarios that can be a challenge for more traditional perception techniques.
+Added: Kodiak’s Hardware Solution
+Added: Guided by its ecosystem-first approach, Kodiak has developed differentiated, modular hardware to power its driverless operations.
+Added: This hardware includes:
+Added: SensorPods —Kodiak’s proprietary SensorPods are mirror-mounted self-contained modules that contain cameras, radars and LiDARs.
+Added: With two SensorPods per vehicle, the Kodiak Driver maintains overlapping fields of view.
+Added: Kodiak’s patent-pending quick-disconnect attachment is designed to maximize uptime and utilization by enabling fast swaps with minimal training.
+Added: Redundant Architecture —Kodiak’s modular driverless hardware platform integrates redundancy into all safety-critical functions, including steering, braking, power and compute.
+Added: This redundancy ensures the Kodiak Driver can maintain safe and reliable driverless operations, even in the event of a component failure.
+Added: Physical AI Compute —The Kodiak Driver’s physical AI compute platform includes GPUs optimized for automotive applications and a hardened, military-spec compute designed to withstand the harsh environments where the Kodiak Driver operates.
+Added: The compute platform also includes automotive processors and in-vehicle networking interfaces developed by NXP Semiconductors, which enable critical functions such as vehicle performance monitoring and on-vehicle power management.
+Added: Actuation Control Engine (“ACE”) —At the core of our safety architecture is the ACE, a custom-designed computer that manages vehicle actuation independently from the main autonomy system.
+Added: If any safety-critical component of either the Kodiak Driver or the underlying vehicle platform fails, the ACE steps in to execute a safe fallback maneuver and bring the vehicle to a controlled stop.
+Added: Commercialization Strategy
+Added: Kodiak’s commercialization strategy has always been focused on meeting our customers’ needs.
+Added: With a large truck driver shortage, an aging workforce and high turnover rates, our customers have consistently told us that they need a flexible DaaS solution.
+Added: The DaaS solution is expected to help them supplement their existing workforce, grow their fleet and increase their asset utilization.
+Added: With customer needs in mind, we first implemented with Atlas in December 2024, and expect to grow, our DaaS revenue model by licensing our solution to long-haul trucking, industrial trucking, and defense customers.
+Added: We offer different license fee structures to align with our customers’ preferred driver cost approach, such as per-mile or per-vehicle.
+Added: This flexibility is critical in providing our customers with a solution that works for them.
+Added: This flexible and customer-centric business model is matched by the versatility of the Kodiak Driver to meet the operational needs of our customers.
+Added: The Kodiak Driver’s underlying common technology platform and independence from HD maps is expected to enable commercialization across different use cases, including long-haul trucking, industrial trucking, and off-road defense applications.
+Added: The initial commercial launch of our recurring revenue-generating driverless trucking solution in December 2024 focused on the industrial trucking sector.
+Added: The 24/7 nature of oil and gas wells, the acute driver shortage and safety risks in the Permian Basin, and the remoteness of the environment made the oil and gas logistics market ripe for automation.
+Added: Next, we plan to commercialize our technology in the long-haul trucking sector.
+Added: We have built an extensive autonomous freight network of approximately 24,000 miles that runs across the southern United States.
+Added: Following the expansion of our safety case to cover the long-haul operating domain, we plan to launch our long-haul driverless deployment initially in Texas.
+Added: We believe Texas is an attractive launch market because it is one of the largest freight markets in the United States, and has a generally favorable business and regulatory environment, along with a relatively moderate climate.
+Added: In our long-haul operations, we are currently operating revenue-generating commercial operations with Kodiak-owned autonomous trucks.
+Added: Since 2019, we have hauled commercial freight for our extensive customer base and, we currently offer regular service between our Dallas hub and Houston, Oklahoma City and Atlanta and recently expanded our service offering to El Paso.
+Added: We have also previously operated consistent service between Dallas and San Antonio, and piloted deliveries between California and Florida.
+Added: We partner with commercial upfitters to integrate the Kodiak Driver hardware into commercially available trucks.
+Added: This includes our partnership with Roush Industries, Inc.
+Added: (“Roush”), a leading product development supplier serving the mobility, aerospace and defense industries.
+Added: We believe this upfit-first strategy is the best approach for the current state of the market, which does not yet offer driverless-ready trucks directly from OEMs at scale.
+Added: Partnering with Roush also gives us strategic flexibility to make continuous incremental improvements to the Kodiak Driver hardware as new technologies and techniques become available.
+Added: In the long run, we believe integrating our technology into truck OEM manufacturing processes will help us achieve additional economies of scale, further reduce the cost of our system and enable significant scale of production.
+Added: We believe our customer-centric approach is a key differentiator.
+Added: Rather than offering a one-size-fits-all approach, we closely collaborate with our customers through our Partner Deployment Program (“PDP”).
+Added: We have refined our PDP over several years to ensure the ease of integration of the Kodiak Driver into our customers’ operations.
+Added: This structured program begins with:
+Added: (i) assessing the customer’s freight network to identify optimal deployment opportunities;
+Added: (ii) designing end-to-end solutions that address customer needs;
+Added: and (iii) defining operational workflows, including maintenance services and system integrations.
+Added: This enables us to prove the viability of our technology and our commitment to customer success by hauling customer freight with Kodiak-owned autonomous trucks.
+Added: As we scale our DaaS model beyond the industrial domain, we expect Kodiak-owned autonomous trucks deployed on behalf of our customers will be replaced by customer-owned trucks powered by the Kodiak Driver.
+Added: We believe our main competitors are other AV technology developers, particularly those who focus on long-haul trucking, industrial trucking and defense.
+Added: The principal competitive success factors in AVs for long-haul trucking, industrial trucking and defense, include:
+Added: • market reputation;
+Added: • safety and reliability;
+Added: • technology quality;
+Added: • team quality;
+Added: • go-to-market approach;
+Added: • commercial traction;
+Added: • capital efficiency;
+Added: • intellectual property portfolio.
+Added: We believe we compare favorably to our competitors on most, if not all, of these categories, due to our demonstrated commercial traction, differentiated technology, strong safety culture and experienced team.
+Added: Our Growth Strategy
+Added: We plan to continue to build on our position as a leading AV technology provider through further commercialization and scaling of our commercial deployments and the continued development of the Kodiak Driver.
+Added: Domestic Expansion
+Added: Since our inception, we have focused on building a solution that solves customer pain points and easily integrates into our customers’ existing networks.
+Added: We launched our driverless solution in the Permian Basin in West Texas and Eastern New Mexico with Atlas in December 2024 and expect our deployment with them to scale in 2026 and beyond.
+Added: In addition, we plan to launch driverless highway operations by the end of 2026 in the southern United States, following the completion of key systems and safety engineering work required to validate the expansion of our safety case to encompass long-haul operations.
+Added: Once we complete our long-haul safety case, we will then aim to strategically grow our geographic footprint to freight lanes across the country.
+Added: We expect to expand nationwide over the course of the decade to meet the demands of our customers and as we validate our technology in additional operating environments.
+Added: We also see opportunities in the defense sector, particularly given the Pentagon’s increasing preference for commercial off-the-shelf technologies, rather than home-grown or defense-specific solutions.
+Added: The Pentagon has stated that it views autonomous technologies as a priority area for investment, particularly as a means of maintaining combat superiority against adversaries that can field greater manpower.
+Added: International Expansion
+Added: While we are focusing our commercial operations in the United States in the near term, we expect to expand to key international markets that share certain similarities with the United States such as labor shortages, supportive regulatory environments and comparable roadway environments.
+Added: We expect these jurisdictions may initially include Australia, the Middle East, Canada and Europe, subject to ongoing customer and prospective customer discussions, market analysis and trade policy considerations.
+Added: Additionally, we see defense sector opportunities with allied militaries in Europe, given instability in the region.
+Added: Intellectual Property
+Added: Our success and competitive advantage depend in part upon our ability to develop and protect our core technology and intellectual property.
+Added: We own a portfolio of intellectual property, including patents and patent applications, trademarks, domain registrations, confidential technical information including trade secrets, technical data, curated data sets and expertise in the development of software and hardware for AVs.
+Added: We have filed applications and paid certain fees to register and maintain our patents and trademarks, to secure and protect our intellectual rights and defend against third parties who may infringe on our intellectual property rights.
+Added: We also rely on trade secrets to protect our AI model architecture, design and manufacturing know-how and individual model structures and model parameters that have been developed within our proprietary perception, mapping, planning and control systems with curated data structures.
+Added: Additionally, we take commercially reasonable steps designed to secure and protect our intellectual property rights, including through agreements with our commercial partners, supply-chain vendors, employees and consultants, and by maintaining our software in an access-controlled proprietary cloud environment.
+Added: As of December 31, 2025, we own over 150 patents and pending patent applications, including filings in U.S.
+Added: and foreign jurisdictions.
+Added: In addition, we have two registered U.S.
+Added: trademarks and one registered foreign trademark.
+Added: Our patents and patent applications cover a broad range of technologies relevant to self-driving vehicles across different operating domains, including long-haul trucking, industrial and defense related domains.
+Added: Regulatory Landscape
+Added: There is currently no comprehensive federal regulatory framework governing the deployment of driverless trucks.
+Added: We are able to operate our driverless trucking business today as regulators continue to work towards developing regulatory frameworks specifically for AV deployment.
+Added: At the state level, the regulatory landscape continues to evolve.
+Added: As of December 31, 2025, 24 states have enacted legislation explicitly permitting the deployment of driverless trucks.
+Added: Critical freight corridors, including the I-10 and I-20
+Added: corridors stretching from Arizona to Georgia and Florida, are located in states with supportive legal frameworks in place.
+Added: This has enabled us to pursue and expand our operations across key commercial routes critical to long-haul trucking.
+Added: While California currently does not allow for AV truck deployment, in April 2025, the state launched a rulemaking process that we expect to lead to regulations allowing for driverless truck deployment in the near term.
+Added: While these state laws differ, they generally allow for driverless deployment, so long as vehicles are able to follow the rules of the road and are able to achieve minimal risk conditions.
+Added: Differences in requirements, such as first responder interaction protocols and insurance standards, create compliance complexities.
+Added: At the federal level, the United States Department of Transportation (“USDOT”), through both the National Highway Traffic Safety Administration (“NHTSA”) and the Federal Motor Carrier Safety Administration (“FMCSA”), continues to study and issue guidance related to autonomous vehicles.
+Added: Both agencies have devoted considerable resources to understanding how automation will change roadway operations and safety.
+Added: Secretary of Transportation Sean Duffy has pledged to create a federal framework for AV deployment, and in April 2025, the USDOT released the first installment of that framework.
+Added: Additionally, in October 2025, USDOT issued a waiver that allows AV truck operators to use flashing warning beacons as a replacement for reflective warning triangles, providing a solution to a core regulatory challenge facing AV trucking.
+Added: Current federal AV regulations largely rely on existing authorities.
+Added: This includes 2018’s AV 3.0 guidance, which specifically states that “Going forward FMCSA regulations will no longer assume that the commercial motor vehicle driver is always a human or that a human is necessarily present onboard a commercial vehicle during its operation.” Further, in July 2021, NHTSA issued Standing General Order 2021-01 (“SGO”), which requires AV companies to report any crash that “results or allegedly results in any property damage, injury, or fatality.” This SGO has been amended twice in the ensuing years, most recently in April 2025.
+Added: NHTSA both posts this data on a publicly available portal and uses it to identify potential safety defects that may necessitate a recall under the National Traffic and Motor Vehicle Safety Act of 1966 (the “Vehicle Safety Act”) .
+Added: In the United States, manufacturers must self-certify that their vehicles comply with the FMVSSs, promulgated by NHTSA.
+Added: Companies such as Kodiak self-certify continued compliance with the FMVSSs, while NHTSA retains authority to oversee safety through its defect and recall powers.
+Added: Further, we and our customers must comply with FMCSRs regarding the safe operation of commercial vehicles.
+Added: We play a central role in educational and advocacy efforts related to AV deployment.
+Added: We belong to numerous industry associations and trade groups, including the Autonomous Vehicle Industry Association, the ATA, Partners for AV Education, the Consumer Technology Association, the Permian Road Safety Coalition, the Commercial Vehicle Safety Alliance and more.
+Added: At a state and local level, we belong to over a half dozen state trucking associations and engage closely with state and local regulators to educate them about the opportunity for AV trucking to improve safety and grow the economy.
+Added: We co-chair the Freight Subcommittee of the Texas Connected and Autonomous Vehicle Task Force and have twice testified before the Texas House Transportation Committee.
+Added: We will continue to work closely with federal and state policymakers to strengthen an already robust regulatory picture and deploy our technology.
+Added: As the regulatory environment continues to advance, our business may need to evolve accordingly.
+Added: For example, additional state-level requirements or new federal standards could require operational or technical adjustments.
+Added: We proactively engage with policymakers and regulators to help ensure the regulatory frameworks support safe and scalable autonomous deployment.
+Added: We are hopeful that, in the near future, USDOT will issue additional regulations that will create further regulatory certainty for the AV industry and the U.S.
+Added: Congress will pass a federal legislative framework for AVs.
+Added: Corporate Social Responsibilities and Sustainability
+Added: We have a deep commitment to making driving safer.
+Added: Delivering on this commitment is central to how we aim to make a positive contribution to our communities and our country.
+Added: Safety is the foundation of everything we do at Kodiak.
+Added: It is a responsibility that we take seriously and has been a key focus of Kodiak since day one.
+Added: We also firmly believe that safety requires a team approach, and we have worked closely with federal and state regulators, law enforcement and our industry partners to ensure that our vehicles are fundamentally safe.
+Added: This commitment is also paramount in our defense business, where we are helping to remove service members from harm’s way in some of the most dangerous jobs in the U.S.
+Added: Sustainability
+Added: We believe that autonomous trucks will help improve fuel efficiency, through less idling, more efficient routing, fewer non-revenue producing miles and more efficient driving.
+Added: We believe these improvements will facilitate reduced customer emissions, while lowering operating costs for our customers.
+Added: Kodiak’s team members are the collective force that drive innovation and organizational excellence.
+Added: Kodiak has established a clear purpose that employees, partners and customers identify with and are passionate about.
+Added: This fosters a collaborative environment that we believe delivers personal and professional satisfaction.
+Added: By focusing on employee engagement, collaboration, accountability and overall fulfillment, Kodiak is able to attract and retain top talent, which we believe creates a high-performance culture.
+Added: This in turn allows us to leverage the talent and knowledge of our workforce, contributing to our overall momentum and success.
+Added: We’re strongly driven by our company values:
+Added: • Safety —Safety first and always.
+Added: Reinforce safe choices as a community.
+Added: Behave responsibly .
+Added: • Integrity —Seek the truth, especially when it’s inconvenient.
+Added: Speak with passion, but respect diverse points of view to move towards execution.
+Added: • Innovation —Focus, efficiency and elegance.
+Added: Learn from experience.
+Added: Implement breakthrough solutions to solve meaningful problems.
+Added: • Teamwork —Seek out best-in-class collaborators.
+Added: Embrace the strength of different perspectives-across teammates, customers and the motoring public.
+Added: • Trust and Accountability —Deliver smooth experiences wherever possible.
+Added: Build trust through action.
+Added: Be consistently and constantly accountable.
+Added: As of December 31, 2025, we had 341 full time employees and one part-time employee.
+Added: None of our employees are represented by a labor union, and we consider our employee relations to be in good standing.
+Added: To date, we have not experienced any work stoppages.
+Added: Available Information
+Added: Our website is located at www.kodiak.ai, and our investor relations website is located at investors.kodiak.ai.
+Added: Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on our investor relations website as soon as reasonably practicable after we file such material electronically with or furnish it to the Securities and Exchange Commission (the “SEC”).
+Added: The SEC also maintains a website that contains our SEC filings at www.sec.gov.
+Added: We announce material information to the public about us, our products and services and other matters through a variety of means, including filings with the SEC, press releases, public conference calls, webcasts, and the investor relations section of our website (investors.kodiak.ai) in order to achieve broad, non-exclusionary distribution of information to the public and for complying with our disclosure obligations under Regulation FD.
+Added: The contents of our websites and corporate reports mentioned herein are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our websites or the contents of our websites are intended to be inactive textual references only.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.