Kodiak Robotics, Inc.

EX-4.6 2 d948047dex46.htm EX-4.6 EX-4.6 Exhibit 4.6 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the “1933 ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APP…

S-4/A · 2025-08-25 · 0001193125-25-187391

EX-99.2 9 d948047dex992.htm EX-99.2 EX-99.2 Exhibit 99.2 August 25, 2025 Special Committee of the Board of Directors of Ares Acquisition Corporation II 245 Park Avenue, 44th Floor New York, NY 10167 Re:  Registration Statement on Form S-4 of Ares Acquisition Corporation II and Kodiak Robotics, Inc. (the “Registration Statement”) Members of the Special Committee: Reference is made to our opinion letter, dated April 13, 2025 (the “Opinion”), with respect to the fairness, from a financ…

S-4/A · 2025-08-25 · 0001193125-25-187391

EX-99.2 11 d948047dex992.htm EX-99.2 EX-99.2 Exhibit 99.2 August 15, 2025 Special Committee of the Board of Directors of Ares Acquisition Corporation II 245 Park Avenue, 44th Floor New York, NY 10167 Re: Registration Statement on Form S-4 of Ares Acquisition Corporation II and Kodiak Robotics, Inc. (the “Registration Statement”) Members of the Special Committee: Reference is made to our opinion letter, dated April 13, 2025 (the “Opinion”), with respect to the fairn…

S-4/A · 2025-08-15 · 0001193125-25-181961

EX-10.7 7 d948047dex107.htm EX-10.7 EX-10.7 Exhibit 10.7 1049 Terra Bella Ave Mountain View, CA 94043 Kodiak.ai KODIAK ROBOTICS, INC. Confirmatory Employment Letter July 1, 2025 Mr. Andreas Wendel 2443 Alvin St Mountain View, CA 94043 Dear Andreas: This letter agreement (the “Agreement”) is entered into between Kodiak Robotics, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the later of the Closing (as defined below) or the date signed below (the …

S-4/A · 2025-07-28 · 0001193125-25-165628

EX-99.1 14 d948047dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 PRELIMINARY PROXY CARD - SUBJECT TO COMPLETION YOUR VOTE IS IMPORTANT. PLEASE AUTHORIZE YOUR PROXY TODAY. Authorize your proxy by Internet - Quick ★★★ EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail ARES ACQUISITION Your Internet authorization authorizes the named proxies to vote your shares in the same manner as if you marked, signed and retur…

S-4/A · 2025-07-28 · 0001193125-25-165628

EX-99.2 15 d948047dex992.htm EX-99.2 EX-99.2 Exhibit 99.2 PRIVILEGED AND CONFIDENTIAL July 25, 2025 Special Committee of the Board of Directors of Ares Acquisition Corporation II 245 Park Avenue, 44th Floor New York, NY 10167 Re: Registration Statement on Form S-4 of Ares Acquisition Corporation II and Kodiak Robotics, Inc. (the “Registration Statement”) Members of the Special Committee: Reference is made to our opinion letter, dated April 13, 2025 (the “Opinion”), with respect to …

S-4/A · 2025-07-28 · 0001193125-25-165628