What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-11 compared with 2025-03-12 · 26 added, 25 removed, 1 unchanged (98% of the section changed)

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Market Information

Our Units, Class A ordinary shares and warrants are each traded on the NYSE under the symbol “AACT.U,” “AACT,” and “AACT WS,” respectively.

On March 6, 2025, there was one holder of record for our Units, one holder of record for our Class A ordinary shares, one holder of our Class B ordinary shares and two holders of our warrants.

We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the consummation of an initial business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial conditions subsequent to consummation of an initial business combination.

The payment of any cash dividends subsequent to an initial business combination will be within the discretion of our board of directors at such time.

In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends prior to the consummation of our initial business combination.

Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Securities Authorized for Issuance Under Equity Compensation Plans

Recent Sales of Unregistered Securities;

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information and Holders

Our Common Stock and the Public Warrants are currently listed on Nasdaq under the symbols “KDK” and “KDKRW,” respectively.

As of March 3, 2026, there were 182,555,384 shares of Common Stock issued and outstanding held of record by 258 holders, 142,155 shares of Series A Preferred Stock issued and outstanding held of record by 3 holders and 64,838,943 warrants issued and outstanding held of record by 13 holders.

Dividend Policy

We have not paid any cash dividends on our common stock to date.

We are obligated to pay dividends on our Series A cumulative redeemable convertible preferred stock (the “Series A Preferred Stock”).

The payment of cash dividends on our common stock in the future will be dependent upon our revenues and earnings, if any, capital requirements and our general financial condition and will be subject to the limitations under the Certificate of Designation for our Series A Preferred Stock.

In addition, our ability to pay cash dividends may be limited by covenants of any of our or our subsidiaries’ indebtedness or other contractual limitations.

The payment of any cash dividends on our common stock will be within the discretion of our Board.

Our Board is not currently contemplating and does not anticipate declaring dividends on our common stock in the foreseeable future.

Recent Sales of Unregistered Equity Securities;

Use of Proceeds from Registered Offerings

On March 19, 2021, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration of 25,156,250 Class B ordinary shares.

Through April 25, 2023, the Company effectuated a share surrender and share recapitalizations resulting in the Sponsor holding an aggregate of 12,937,500 Class B ordinary shares.

The Sponsor agreed to forfeit up to 1,687,500 Class B ordinary shares to the extent that the underwriters’ over-allotment option was not exercised in full so that the Class B ordinary shares would represent, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering.

On April 25, 2023, the underwriters partially exercised the over-allotment option to purchase 5,000,000 Units;

thus, 1,250,000 Class B ordinary shares were no longer subject to forfeiture.

On June 5, 2023, following the expiration of the remaining over-allotment option, the Sponsor forfeited 437,500 Class B ordinary shares.

The Class B ordinary shares will automatically convert into Class A ordinary shares upon consummation of a business combination, or earlier at the option of the holders of the Class B ordinary shares, on a one-for-one basis, subject to certain adjustments.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 14,300,000 Private Placement Warrants, including 1,000,000 Private Placement Warrants to cover over-allotments, for an aggregate purchase price of $14,300,000, to the Sponsor.

These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Use of Proceeds

In connection with the Initial Public Offering, we incurred offering costs of $28,550,129 (including deferred underwriting commissions of $17,500,000).

Other incurred offering costs consisted principally preparation fees related to the Initial Public Offering.

After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the initial business combination, if consummated) and the Initial Public Offering expenses, $505,000,000 of the net proceeds from our Initial Public Offering and certain of the proceeds from the Private Placement of the Private Placement Warrants (or $10.10 per Unit sold in the Initial Public Offering) and the Overfunding Loans were placed in the Trust Account and invested as described elsewhere in this Annual Report.

There has been no material change in the planned use of the proceeds from the Initial Public Offering, the Private Placement and the Overfunding Loans as is described in the Company’s final prospectus related to the Initial Public Offering.

On December 31, 2025, we issued 45,906 shares of our common stock to Horizon Technology Finance Corporation in connection with our entrance into the 2025 Credit Facility (as defined below).

Such issuance was not registered under the Securities Act in reliance upon the exemption from registration provided by Rule 506(b) of Regulation D promulgated by the SEC.

Issuer Purchases of Equity Securities

Stock Performance Graph

The following performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

The following graph compares (i) the cumulative total stockholder return on our Common Stock from September 25, 2025, the day on which our Common Stock commenced trading on Nasdaq (which, prior to our domestication to a Delaware corporation in connection with the Business Combination, were referred to as Class A ordinary shares), through December 31, 2025 with (ii) the cumulative total return of the S&P Software & Services Select Industry Index and the Nasdaq Composite Index over the same period, assuming the investment of $100 in our common stock and in both of the other indices on September 25, 2025 and the reinvestment of dividends.

The graph uses the closing market price on September 25, 2025 of $100 per share as the initial value of our Common Stock.

As discussed above, we have never declared or paid a cash dividend on our Common Stock and do not anticipate declaring or paying a cash dividend in the foreseeable future.

9/25/2025 9/30/2025 10/31/2025 11/28/2025 12/31/2025

100 86 114 75 137

S&P Software & Services Select Industry Index

100 100 100 94 95

Nasdaq Composite

100 101 106 104 104

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.

What changed 10-K

Item 5. Market for Registrant’s Common Equity