Ares Acquisition Corp II

This summary is drawn from the cover page and forward-looking note of the report; the financial statements are not covered here.

A going-concern explanatory paragraph on the first post-closing audit is the material fact: the Ares Acquisition II trust has been released and the surviving company already carries a stated doubt about its ability to fund itself. For holders that means near-term financing is likely and dilution is the expected route, since there is no trust, redemption right or floor left. The compensation committee having met once from closing through year end signals governance still catching up.

320,650,493 shares and 39,300,000 warrants is the ceiling on what the post-Domestication company may issue, so this is the version from which an AACT holder can size the dilution rather than infer it. The sequencing is also stated: the Domestication happens first and the Merger becomes effective at least one day later, so a holder is a Delaware stockholder before the merger closes. On April 22, 2025, in connection with the Extension, each then outstanding AACT Class B ordinary share converted one-for-one into a Class A ordinary share, so no Class B shares remain to convert at closing.

A form of PIPE Subscription Agreement and a fairness opinion are on the record as annexes at this version, so the deal carries both third-party financing documentation and a board fairness opinion. The extraordinary general meeting date is still blank: the document tells holders to request materials no later than five business days before a meeting whose date is printed as a blank, so no vote or redemption deadline can be read from this amendment. Sodali & Co is named as AACT's proxy solicitor.

The prospectus cover of this amendment states neither the number of shares nor the number of warrants being registered — it reads as a prospectus for shares of common stock and warrants with the counts absent — so an AACT holder cannot size the dilution from this version. On April 22, 2025, in connection with the Extension, each then issued and outstanding AACT Class B ordinary share of $0.0001 par value was converted on a one-for-one basis into a Class A ordinary share, so no Class B shares remain outstanding to convert at closing.

The cover of this amendment registers shares of common stock and warrants with no number attached, so the dilution ceiling still cannot be read from the filing. The share classes have already collapsed: on April 22, 2025, in connection with the Extension, each then outstanding AACT Class B ordinary share of $0.0001 par value was converted one-for-one into a Class A ordinary share, so the founder block votes as Class A rather than as a separate class. Both the board and a special committee of the board approved the transaction unanimously.

What changed: Q2 2026 10-Q of Kodiak AI, Inc. (Nasdaq: KDK), with 200,618,170 shares of common stock outstanding as of July 31, 2026; the registered warrants carry a $9.28 exercise price. Why it matters: This summary is drawn from the cover page and forward-looking note of the report; the financial statements are not covered here.