Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders. On October 21, 2025, Kodiak AI, Inc. (the “Company”) notified (the “Warrant Adjustment Notice”) the holders of its 24,999,990 publicly traded warrants and its 14,300,000 private placement warrants (collectively, the “Warrants”), each of which is exercisable to purchase shares of the Company’s common stock, par value $0.0001 per share (…
Filed Oct 21, 2025Accepted Oct 21, 2025, 4:30 PM EDTCIK 1853138Accession 0001193125-25-245200
Kodiak is a leading provider of physical artificial intelligence (“AI”), with a focus on AI-powered autonomous vehicle (“AV”) technology, that is designed to help tackle some of the toughest driving jobs. Our driverless solution can help address the critical problem of safely transporting goods in the face of unprecedented supply chain challenges. We believe that driverless trucks can enhance road safety, improve truck utilization, reduce costs, expand margins for fleet owners, alleviate supply chain pressures and create better jobs for truck drivers.
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Item 3.03Item 3.03 - Material Modification to Rights
Item 3.03 Material Modification to Rights of Security Holders.
On October 21, 2025, Kodiak AI, Inc. (the “Company”) notified (the “Warrant Adjustment Notice”) the holders of its 24,999,990 publicly traded warrants and its 14,300,000 private placement warrants (collectively, the “Warrants”), each of which is exercisable to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), of the following adjustments (the “Warrant Adjustments”), which were effective after the close of trading on October 20, 2025:
an adjustment to the exercise price of the Warrants from $11.50 per share to $9.28 per share of Common Stock (representing 115% of the Market Value (as defined below)); and
an adjustment of the $18.00 per share redemption trigger price described in Section 6.1 of the Warrant Agreement (as defined below) to $14.53 per share of Common Stock (representing 180% of the Market Value).
The Warrant Adjustments were effected pursuant to Section 4.3.2 of the Warrant Agreement (the “Warrant Agreement”), dated as of April 20, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, as a result of (i) the Company issuing shares of its 9.99% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share, and warrants to purchase Common Stock at an effective issue price of less than $9.20 per share of Common Stock (such price, the “Newly Issued Price”) for capital raising purposes in connection with the consummation of the business combination among the Company, Kodiak Robotics, Inc. and AAC II Merger Sub, Inc. on September 24, 2025 (the “Business Combination”), (ii) the aggregate gross proceeds from such issuances representing more than 60% of the total equity proceeds, and interest thereon, available for funding the Business Combination on the date of the consummation of the Business Combination (net of redemptions) and (iii) the volume-weighted average trading price of the Common Stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummated the Business Combination (such price, the “Market Value”) being below $9.20 per share. The Market Value was determined to be $8.07 per share, which was higher than the Newly Issued Price.
A copy of the Warrant Adjustment Notice is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Filed exhibits (1)
EX-99.1 (by filename) d19754dex991.htm
EX-99.1
2
d19754dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
1049 Terra Bella Avenue
Mountain View, California 94043
Phone: (650) 209-8005
www.kodiak.ai
October 21, 2025
Continental Stock Transfer & Trust Company
1 State
Street, 30th Floor
New York, New York 10004
Re: Kodiak AI, Inc. (f/k/a Ares Acquisition Corporation II, the “Company”)
Adjustments to Public Warrants (CUSIP No. 500081 112) and Private Placement
Warrants (CUSIP No. 500081 112)
Continental Stock Transfer & Trust Company (“CST”):
Reference is made to that certain Warrant Agreement (the “Warrant Agreement”), dated as of April 20, 2023, by and
between CST and the Company. Any capitalized term used but not defined herein shall have the meaning ascribed such term in the Warrant Agreement.
Pursuant to and in satisfaction of the Company’s obligations under Section 4.5 of the Warrant Agreement, the Company hereby
notifies CST that:
in connection with the consummation of the Business Combination on September 24, 2025, the Company issued
shares of its 9.99% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share, and warrants to purchase the Company’s common stock, par…
