09/23/2025 | Press release | Distributed by Public on 09/23/2025 15:27
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
As previously announced, on April 14, 2025, Ares Acquisition Corporation II, a Cayman Islands exempted company ("AACT"), entered into a definitive business combination agreement (the "Business Combination Agreement"), by and among AACT, AAC II Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of AACT, and Kodiak Robotics, Inc., a Delaware corporation ("Kodiak"). Pursuant to the Business Combination Agreement, the parties have agreed to consummate certain transactions (collectively, the "Business Combination"), subject to the terms and conditions of the Business Combination Agreement.
On May 14, 2025, in connection with the Business Combination, AACT and Kodiak jointly filed with the U.S. Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4(No. 333-287278)(as amended from time to time, the "Registration Statement") containing a proxy statement/prospectus (such proxy statement/prospectus in definitive form, and as supplemented by Supplement No. 1 filed on September 15, 2025 and Supplemental No. 2 filed on September 23, 2025, the "Proxy Statement"), which Registration Statement was declared effective by the SEC on August 29, 2025, and AACT commenced mailing the Proxy Statement on August 29, 2025.
On September 23, 2025, AACT held an extraordinary general meeting of its shareholders (the "Shareholder Meeting"), at which holders of 41,337,048 Class A Ordinary Shares (the "Ordinary Shares"), were present in person, virtually over the internet or by proxy, representing approximately 66.82% of the voting power of the Ordinary Shares as of August 20, 2025, the record date for the Shareholder Meeting, and constituting a quorum for the transaction of business at the Shareholder Meeting. The proposals listed below are described in more detail in the Proxy Statement.
At the Shareholder Meeting, the shareholders approved the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Director Election Proposal (each as defined in the Proxy Statement, and collectively, the "Shareholder Proposals").
The voting results for each of the Shareholder Proposals were as follows:
Proposal No. 1: The Business Combination Proposal
Ordinary Shares Voted For |
Ordinary Shares Voted Against |
Ordinary Shares Abstained |
||
36,431,650 |
4,005,377 |
900,021 |
Proposal No. 2: The Domestication Proposal
Ordinary Shares Voted For |
Ordinary Shares Voted Against |
Ordinary Shares Abstained |
||
36,431,655 |
4,005,369 |
900,024 |
Proposal No. 3: The Stock Issuance Proposal
Ordinary Shares Voted For |
Ordinary Shares Voted Against |
Ordinary Shares Abstained |
||
36,431,543 |
4,005,371 |
900,134 |
Proposal No. 4: The Organizational Documents Proposal
Ordinary Shares Voted For |
Ordinary Shares Voted Against |
Ordinary Shares Abstained |
||
36,431,646 |
4,005,370 |
900,032 |
Proposal No. 5: The Advisory Organizational Documents Proposals
Advisory Organizational Documents Proposal 5A
Ordinary Shares Voted For |
Ordinary Shares Voted Against |
Ordinary Shares Abstained |
||
36,425,501 |
4,011,526 |
900,021 |
Advisory Organizational Documents Proposal 5B
Ordinary Shares Voted For |
Ordinary Shares Voted Against |
Ordinary Shares Abstained |
||
35,430,763 |
5,006,265 |
900,020 |
Advisory Organizational Documents Proposal 5C
Ordinary Shares Voted For |
Ordinary Shares Voted Against |
Ordinary Shares Abstained |
||
35,092,868 |
5,341,359 |
902,821 |
Advisory Organizational Documents Proposal 5D
Ordinary Shares Voted For |
Ordinary Shares Voted Against |
Ordinary Shares Abstained |
||
35,091,018 |
5,341,509 |
904,521 |
Advisory Organizational Documents Proposal 5E
Ordinary Shares Voted For |
Ordinary Shares Voted Against |
Ordinary Shares Abstained |
||
35,088,414 |
5,343,113 |
905,521 |
Proposal No. 6: The Incentive Plan Proposal
Ordinary Shares Voted For |
Ordinary Shares Voted Against |
Ordinary Shares Abstained |
||
36,423,898 |
4,010,429 |
902,721 |
Proposal No. 7: The Employee Stock Purchase Plan Proposal
Ordinary Shares Voted For |
Ordinary Shares Voted Against |
Ordinary Shares Abstained |
||
36,427,031 |
4,008,496 |
901,521 |
Proposal No. 8: The Director Election Proposal
Ordinary Shares Voted For |
Ordinary Shares Voted Against |
Ordinary Shares Abstained |
||
36,431,485 |
4,005,531 |
900,032 |
As there were sufficient votes to approve the above proposals, Proposal No. 9, the "Adjournment Proposal" described in the Proxy Statement was not presented to shareholders.
Item 8.01 |
Other Events. |
Based on the approval of the Domestication Proposal at the Shareholder Meeting, on September 23, 2025, AACT will effect a deregistration under Article 47 of AACT's amended and restated memorandum and articles of association and Section 206 of the Companies Act (As Revised) of the Cayman Islands and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which AACT's jurisdiction of incorporation will change from the Cayman Islands to the State of Delaware. Effective upon the Domestication, the continuing entity will be renamed "Kodiak AI, Inc." and existing shareholders of AACT will hold shares in Kodiak AI, Inc. rather than in a Cayman Islands company.
Based on the results of the Shareholder Meeting, and subject to the satisfaction or waiver of certain other closing conditions as described in the Proxy Statement, the transactions contemplated by the Business Combination Agreement are expected to be consummated promptly. Following the consummation of the Business Combination, the post-Business Combination company intends to list its common stock and public warrants on The Nasdaq Stock Market LLC ("Nasdaq"). The common stock and public warrants are expected to begin trading on the Nasdaq on or about September 25, 2025 under the symbols "KDK" and "KDKRW," respectively. The Nasdaq listing is subject to the closing of the Business Combination and fulfillment of all Nasdaq listing requirements.