UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (Form 8-K)

the historical audited financial statements of AACT as of and for the year ended December 31, 2024 and the historical unaudited financial statements of AACT as of and for the six months ended June 30, 2025;

the historical audited financial statements of Legacy Kodiak as of and for the year ended December 31, 2024 and the historical unaudited financial statements of Legacy Kodiak as of and for the six months ended June 30, 2025; and

other information relating to Legacy Kodiak and AACT included in the Proxy Statement/Prospectus, including the description of the Business Combination Agreement and the transactions contemplated in connection therewith under the section titled "The Business Combination Proposal."

On September 23, 2025, one day prior to the Closing Date, AACT became a Delaware corporation (the "Domestication") and, in connection with the Domestication:

AACT's name changed to "Kodiak AI, Inc.";

each then-issued and outstanding AACT Unit was automatically cancelled and each holder became entitled to one share of Kodiak Common Stock and one-half of one Kodiak Warrant;

each then-issued and outstanding AACT Class A Ordinary Share automatically converted into one share of Kodiak Common Stock;

each then-issued and outstanding Public Warrant automatically converted into one Kodiak Warrant; and

each then-issued and outstanding Private Placement Warrant automatically converted into one Kodiak Warrant.

On September 24, 2025, the Closing Date, Merger Sub merged with and into Legacy Kodiak, with Legacy Kodiak as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of Kodiak.

Upon the consummation of the Business Combination, Legacy Kodiak Securityholders received or have the right to receive, in the aggregate, shares of Kodiak Common Stock equal to (i) $2.5 billion divided by (ii) approximately $11.45 and the following transactions occurred:

the conversion of all outstanding shares of Legacy Kodiak Preferred Stock into shares of Legacy Kodiak Common Stock at a one-for-one conversion rate;

the full vesting and net exercise of outstanding Legacy Kodiak Warrants for which Legacy Kodiak had received binding net exercise agreements prior to the consummation of the Business Combination into shares of Legacy Kodiak Common Stock based on the deemed value of a share of Legacy Kodiak Common Stock immediately prior to the Closing, and the assumption of all Legacy Kodiak Warrants not subject to such an agreement into Assumed Kodiak Warrants, in each case, pursuant to the terms of such Legacy Kodiak Warrant;

the automatic conversion of all of Legacy Kodiak's outstanding SAFEs into shares of Legacy Kodiak Common Stock according to their terms and conditions;

the conversion of all Second Lien Loans, excluding the Exchanged SAFE Loan, into shares of Legacy Kodiak Common Stock at an effective price of $6.00 per share of Common Stock;

the conversion of each issued and outstanding share of Legacy Kodiak Common Stock, including shares of Legacy Kodiak Common Stock outstanding following the events described in subsections (A) through

the conversion of all outstanding vested and unvested Legacy Kodiak Options into Exchanged Kodiak Options exercisable for shares of Kodiak Common Stock with the same terms except for the number of shares exercisable and the exercise price, each of which was adjusted based on the Per Share Merger Consideration; and

the assumption of all outstanding vested and unvested Legacy Kodiak Warrants, for which net exercise was not assumed, into Assumed Kodiak Warrants exercisable for shares of Kodiak Common Stock with the same terms except for the number of shares exercisable and the exercise price, each of which was adjusted based on the Per Share Merger Consideration.

holders of Kodiak Common Stock receiving a per share price equal to or in excess of the Triggering Event I Threshold, then Triggering Event I shall be deemed to occur and the relevant Earn Out Securities shall be issued or vest immediately prior to the consummation of the Change of Control;

holders of Kodiak Common Stock receiving a per share price equal to or in excess of the Triggering Event II Threshold, then Triggering Event II shall be deemed to occur and the relevant Earn Out Securities shall be issued or vest immediately prior to the consummation of the Change of Control; and

holders of Kodiak Common Stock receiving a per share price equal to or in excess of the Triggering Event III Threshold, then Triggering Event III shall be deemed to occur and the relevant Earn Out Securities shall be issued or vest immediately prior to the consummation of the Change of Control.

AACT Share Redemption

Sponsor Contribution

Sponsor Earn Out Securities

50%, or the Sponsor Earn Out Securities, will be subject to vesting and vest upon the occurrence of Triggering Event I during the Earn Out Period; and

50% will not be subject to any forfeiture or vesting conditions.

Sponsor Working Capital Loan

Legacy Kodiak stockholders acquired a significant majority of the voting power of Kodiak;

The Kodiak Board has seven members of whom one individual was designated by AACT and of whom six individuals were be designated by Legacy Kodiak;

Legacy Kodiak's senior management comprise the senior management roles of Kodiak and be responsible for the day-to-day operations; and

Legacy Kodiak is the larger entity based on historical operating activity and its larger employee base.

Sponsor Earn Out Securities - Management has preliminarily concluded the Sponsor Earn Out Securities are equity-classified instruments as they have an exercise contingency related to a single triggering event and will be indexed to the Kodiak Common Stock.

Earn Out Securities - Management has preliminarily concluded the Earn Out Securities are equity-classified instruments as the only variability in the number of shares issuable or to be issued is related to the price of Kodiak Common Stock which is an input into the valuation model and does not preclude the Earn Out Securities from being considered indexed to the Kodiak Common Stock.

Public Warrants and Private Placement Warrants - These warrants were accounted for as equity instruments in the historical financial statements of AACT. Management has preliminarily concluded that equity classification for the Public Warrants and Private Placement Warrants continues to be appropriate.

Series A Preferred Stock and PIPE Warrants - Management has preliminarily concluded the Preferred Stock will be classified in temporary equity as the Preferred Stock is redeemable at the option of the holder commencing any time after the fifth anniversary of the Closing Date at a price equal to the accrued value plus accrued and unpaid dividends on such shares.

Non-Redemption Warrants - The Non-Redemption Shares were issued for no consideration to certain Non-Redemption Investors immediately prior to the Closing. As the Non-Redemption Warrants are considered a non-pro rata dividend to certain equityholders, the value of the Non-Redemption Warrants has been recorded at fair value with an offset to accumulated deficit in the pro forma balance sheet. Management has preliminarily concluded that the Non-Redemption Warrants are liability-classified instruments due to an anti-dilution protective provision, which may result in a further adjustment if the issuance that triggered the anti-dilution adjustment expires or terminates unexercised or unconverted. As the exercise or termination of another instrument is not an input into the valuation model, the Non-Redemption Warrants are precluded from being considered indexed to the Kodiak Common Stock. Management is in the process of obtaining a third-party valuation for the Non-Redemption Warrants. The valuation included in these unaudited pro forma condensed combined financial statements are preliminary and subject to change.

Non-Redemption Shares - The Non-Redemption Shares were issued for no consideration to certain Non-Redemption Investors immediately prior to the Closing. As the Non-Redemption Shares are considered a non-pro rata dividend to certain equityholders, the value of the Non-Redemption Shares has been recorded at fair value with an offset to accumulated deficit in the pro forma balance sheet.

Public Shareholders

Sponsor⁽¹⁾

Legacy Kodiak Securityholders⁽²⁾

Series A Preferred Stock⁽³⁾

Non-Redemption Shares

Legacy Kodiak Advisor⁽⁴⁾

Pro forma shares outstanding

Excludes 50% or 6,250,000 of the Sponsor's 12,500,000 Converted AACT Class A Ordinary Shares, which are Sponsor Earn Out Securities subject to vesting upon the occurrence of Triggering Event I during the Earn Out Period.

Includes (i) 122,444,697 shares of Kodiak Common Stock issued for outstanding Legacy Kodiak Common and Preferred Stock, (ii) 1,548,425 shares of Kodiak Common Stock issued upon the full vesting and the net exercise of certain outstanding Legacy Kodiak Warrants, (iii) 30,061,262 shares of Kodiak Common Stock issued upon conversion of all SAFEs and (iv) 7,700,557 shares issued upon conversion of the Second Lien Loans, excluding the Exchanged SAFE Loan. Excludes 74,998,317 Earn Out Securities that Legacy Kodiak Securityholders will be eligible to receive upon satisfaction of certain milestones during the Earn Out Period, 558,559 shares of Kodiak Common Stock underlying a Legacy Kodiak Warrant that was assumed and became Assumed Kodiak Warrants at Closing, and 55,989,713 shares of Kodiak Common Stock underlying vested and unvested Legacy Kodiak Options that converted into Exchanged Kodiak Options.

Represents 142,155 shares of Preferred Stock, on an as-converted basis. Each share of Preferred Stock is convertible into Kodiak Common Stock at any time at the option of the holder at a rate equal to the Accrued Value, divided by the then-applicable conversion price, plus any accrued but unpaid dividends on such share. The conversion price was initially $12.00, subject to adjustments for stock dividends, splits, combinations and similar events and customary anti-dilution adjustments, including with respect to certain future issuances or sales of Kodiak Common Stock at prices less than the conversion price then in effect. In addition, if the trailing 45-day volume-weighted average price of Common Stock on the 46th trading day following the date that is six months after the date of the Closing Date is less than the conversion price then in effect, the conversion price will be adjusted to the greater of (i) such volume weighted average price and (ii) $8.00. Further, if the trailing 45-day volume-weighted average price of Common Stock on the 46th trading day following the date that is nine months after the Closing Date is less than the conversion price then in effect, the conversion price will be adjusted to the greater of (i) such volume weighted average price and (ii) $6.00.

Represents shares of Kodiak Common Stock issued at Closing to an advisor to Legacy Kodiak in a private placement in satisfaction of $12.5 million of fees payable to such advisor.

ASSETS

Current assets:

Cash and cash equivalents

Trade receivables

Prepaid expenses and other current assets

Total current assets

Cash and investments held in trust account

Restricted cash

Property and equipment, net

Operating lease right-of-use assets

Other long-term assets

Total assets

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:

Accounts payable

Accrued expenses and other current liabilities

Due to related party

Operating lease liabilities, current

Extension note

Working capital loan

Current maturities of long-term debt

Total current liabilities

Second lien loans

Long term debt, net of current maturities

Operating leases liabilities, noncurrent

Convertible notes payable

Liability due to SAFE arrangement, net of issuance costs

Warrant liability

Other long-term liabilities

Deferred financing obligation

Overfunding loans

Deferred underwriters' discount

Total liabilities:

New Kodiak redeemable convertible preferred stock, $0.0001 par value

Legacy Kodiak redeemable convertible preferred stock, $0.000001 par value

AACT Class A ordinary shares subject to redemption

Stockholders' equity (deficit):

Legacy Kodiak Common Stock

Preferred stock (AACT)

AACT Class A Ordinary Shares

AACT Class B Ordinary Shares

New Kodiak Common Stock

Additional paid-in capital

Accumulated deficit

Total stockholders' (deficit) equity

Total liabilities, redeemable convertible preferred stock and stockholders' equity (deficit)

Revenues

Operating expenses:

Research and development

General and administrative

Truck and freight operations

Sales and marketing

Total operating expenses

Loss from operations

Other (expense) income:

Interest expense

Interest income and other, net

Change in fair value of second lien loans

Change in fair value of SAFEs

Change in fair value of warrant liabilities

Investment income on investments held in trust account

Total other income (expense), net

Income (loss) before provision for income taxes

Provision for income taxes

Net income (loss)

Weighted average shares outstanding - basic and diluted

Net loss per share - basic and diluted

Revenues

Operating expenses:

Research and development

General and administrative

Truck and freight operations

Sales and marketing

Total operating expenses

Loss from operations

Other (expense) income:

Interest expense

Interest income and other, net

Change in fair value of SAFEs

Change in fair value of warrant liabilities

Excess of fair value over consideration received for equity instruments issued

Investment income on investments held in trust account

Total other income (expense), net

Income (loss) before provision for income taxes

Provision for income taxes

Net income (loss)

Weighted average shares outstanding - basic and diluted

Net loss per share - basic and diluted

the historical audited financial statements of AACT as of and for the year ended December 31, 2024 and the historical unaudited financial statements of AACT as of and for the six months ended June 30, 2025;

the historical audited financial statements of Legacy Kodiak as of and for the year ended December 31, 2024 and the historical unaudited financial statements of Legacy Kodiak as of and for the six months ended June 30, 2025; and

other information relating to Legacy Kodiak and AACT included in the Proxy Statement/Prospectus, including the description of Business Combination Agreement and the transactions contemplated in connection therewith under the section titled "The Business Combination Proposal."

Reflects the Contribution of $2.0 million to the Trust Account by the Sponsor in July and August 2025.

Reflects the investment income accrued in Trust Account subsequent to June 30, 2025 through the Closing Date.

Reflects additional Working Capital Loan drawdowns totaling $0.5 million in September 2025.

In July 2025 through the Closing, Legacy Kodiak issued an aggregate of $14.1 million in Second Lien Loans.

Reflects the cash payment of AACT's deferred underwriting commissions and IPO advisory fees related to AACT's initial public offering. Prior to the execution of the Business Combination Agreement, the IPO underwriters and IPO advisor agreed to reduce their aggregate deferred underwriting commission and deferred IPO advisory fees from $17.5 million to $8.4 million. In addition, one of the underwriters has agreed to waive $156.3 thousand of any deferred underwriting fee to which it is entitled.

Reflects the conversion of the Legacy Kodiak SAFEs into 30,061,262 shares of Kodiak Common Stock.

Reflects the conversion of the Second Lien Loans, excluding the Exchanged SAFE Loan, to 7,700,557 shares of Kodiak Common Stock. The Exchanged SAFE Loan totaling $10.5 million remains outstanding after the Closing with a maturity date of October 1, 2026.

Reflects the full vesting and net exercise immediately prior to the Closing of Legacy Kodiak Warrants to purchase Legacy Kodiak Common Stock or Legacy Kodiak Preferred Stock. The remaining outstanding Legacy Kodiak Warrants became Assumed Kodiak Warrants and are expected to be equity-classified. Therefore, the pro forma adjustment eliminates the redeemable convertible preferred stock warrant liability. Legacy Kodiak Common Stock and Legacy Kodiak Preferred Stock were exchanged for an aggregate of 1,548,425 shares of Kodiak Common Stock.

Reflects the fair value of the Series A Preferred Stock and PIPE Warrants issued by Kodiak. As the aggregate fair value of the Series A Preferred Stock and the PIPE Warrants is in excess of the aggregate consideration received of $145.0 million, the excess of $136.2 million has been reflected through earnings (accumulated deficit) in the pro forma balance sheet. The valuation amounts included in these unaudited pro forma condensed combined financial statements are preliminary and subject to change.

Reflects the reimbursement in cash of the Contributions and the elimination of amounts receivable from and payable by Legacy Kodiak to AACT if the Business Combination did not close.

The Overfunding and Working Capital Loans held by the Sponsor were repaid upon the Closing

Reflects the recapitalization of AACT Class A Ordinary Shares into Kodiak Common Stock at a per share par value of $0.0001.

Reflects the elimination of AACT's historical accumulated deficit, including impact of additional investment income subsequent to June 30, 2025 as adjusted in (A2), with a corresponding adjustment to additional paid in capital for Kodiak.

Reflects the conversion of Legacy Kodiak Preferred Stock into shares of Legacy Kodiak Common Stock, and such shares being exchanged for shares of Kodiak Common Stock calculated based on the Per Share Merger Consideration.

Reflects the conversion of Legacy Kodiak Common Stock into shares of Kodiak Common Stock calculated based on the Per Share Merger Consideration.

Reflects the issuance of Non-Redemption Warrants and Non-Redemption Shares for no consideration. The Non-Redemption Warrants and Non-Redemption Shares are considered a non-pro rata dividend to certain equityholders. Therefore, the value of the Non-Redemption Warrants and the Non-Redemption Shares have been reflected at fair value with an offset to accumulated deficit in the pro forma balance sheet.

Represents the actual redemptions of 43,866,808 shares of AACT Class A Ordinary Shares for approximately $502.4 million

Reflects the reclassification of cash and investments held in the Trust Account that became available at the Closing to cash and cash equivalents.

Reflects the recapitalization of AACT Class A Ordinary Shares subject to redemption into Kodiak Common Stock at $0.0001 par value.

Represents the preliminary estimated direct and incremental transaction costs of $7.8 million incurred by AACT related to the Business Combination subsequent to June 30, 2025. Additionally, $9.4 million of transaction costs have been incurred by AACT prior to June 30, 2025, of which 50% of $4.9 million in

Represents the preliminary estimated direct and incremental transaction costs of $21.3 million incurred by Legacy Kodiak related to the Business Combination subsequent to June 30, 2025. The Legacy Kodiak costs are reflected in the unaudited pro forma condensed combined balance sheet as a direct reduction to Kodiak's additional paid-in capital for the transaction costs attributable to issuance of equity-classified instruments. Transaction costs attributable to the issuance of liability-classified instruments, consisting of the PIPE Warrants and Non-Redemption Warrants, are expensed and reflected in accumulated deficit. As of June 30, 2025, Legacy Kodiak has recorded deferred offering costs of $11.1 million in its balance sheet, of which $7.2 million was offset against additional paid in capital upon the Closing, $1.5 million relates to Legacy Kodiak's obligation related to the Sponsor Contribution (see C6) and $2.4 million relates to its obligations under the Business Combination Agreement if the proposed Business Combination did not close. Legacy Kodiak satisfied its obligation to pay $12.5 million of its advisory fees related to the Business Combination in shares of Kodiak Common Stock upon the Closing. The remaining estimated transaction costs of $16.0 million incurred by Legacy Kodiak were settled in cash prior to or upon the Closing and consisted of $7.8 million in legal fees, $3.9 million in investment advisory fees, $3.7 million in accounting-related fees and $0.6 million in other direct and incremental transaction fees.

Reflects the elimination of interest income related to the investments held in the Trust Account.

Reflects the elimination of remeasurement gains and losses on the Second Lien Loans (excluding the Exchanged SAFE Loan), SAFEs, and the Legacy Kodiak redeemable convertible preferred stock warrant liability.

Represents the preliminary estimated direct and incremental transaction costs of $7.8 million incurred by AACT related to the Business Combination subsequent to June 30, 2025, of which $3.2 million is for investment advisory fees paid upon the close of the Business Combination. Additionally, the adjustment includes the 50% of transaction costs incurred prior to June 30, 2025, which would have been an obligation of Legacy Kodiak if the Business Combination did not close.

Represents the estimated direct and incremental transaction costs incurred by Legacy Kodiak allocated to liability-classified instruments, consisting of the PIPE Warrants and the Non-Redemption Warrants.

Represents the excess of the fair value over consideration received for the Series A Preferred Stock, PIPE Warrants, Non-Redemption Shares and Non-Redemption Warrants.

the issuance and conversion of SAFEs and Second Lien Loans, excluding the Exchanged SAFE Loan, into Legacy Kodiak Common Stock immediately prior to the consummation of the Business Combination;

the April 2025 redemption of 640,288 AACT Class A Ordinary Shares by Public Shareholders;

the issuance of additional shares in connection with the Business Combination;

the issuance of additional shares with respect to the Preferred Stock; and

the issuance of $12.5 million of shares of Kodiak Common Stock to a Legacy Kodiak advisor.

Pro Forma net loss (in thousands)

Public Shareholders

Vested Sponsor shares

Non-Redemption Shares

Legacy Kodiak Securityholders - weighted average common stock

Legacy Kodiak Securityholders - weighted average preferred stock

Legacy Kodiak Securityholders - assumed net exercise of certain warrants⁽¹⁾

Legacy Kodiak SAFE holders

Legacy Kodiak Second Lien Loan holders⁽²⁾

Legacy Kodiak Advisor

Pro Forma basic and diluted weighted average shares outstanding

Pro Forma net loss per share, basic and diluted

Includes Legacy Kodiak warrants that vested and net exercised immediately prior to the Closing.

Excluding the Exchanged SAFE Loan.

Private Placement Warrants⁽¹⁾

Public Warrants⁽¹⁾

Legacy Kodiak Options⁽²⁾

Legacy Kodiak Warrants⁽³⁾

Series A Preferred Stock⁽⁴⁾

PIPE Warrants⁽⁵⁾

Non-Redemption Warrants⁽⁵⁾

Sponsor Earn Out Securities⁽⁶⁾

Earn Out Securities⁽⁶⁾

Total

Following the Domestication, one whole warrant will entitle the holder to purchase one share of Kodiak Common Stock at a price of $11.50 per share. The Private Placement Warrants and the Public Warrants are anti-dilutive on a pro forma basis and have been excluded from the diluted number of Kodiak's shares outstanding at the Closing.

All outstanding Legacy Kodiak Options at the Closing, whether vested or unvested, converted into Exchanged Kodiak Options. Additionally, holders of Legacy Kodiak Options received Earn Out RSUs representing a pro rata share of the Earn Out Securities. Each Earn Out RSU will be subject to certain service-based vesting conditions.

Certain Legacy Kodiak Warrants became Assumed Kodiak Warrants at Closing.

Each share of Preferred Stock are convertible into Kodiak Common Stock at any time at the option of the holder at a rate equal to the accrued value, divided by the then-applicable conversion price, plus any accrued but unpaid dividends on such share.

The PIPE Warrants and Non-Redemption Warrants were immediately exercisable upon issuance and will expire six years from the Closing Date.

The Earn Out Securities and the Sponsor Earn Out Securities are contingently issuable upon the achievement of the applicable triggering event(s).