As soon as after (i) this registration statement is effective and (ii) upon completion of the applicable transactions described in the enclosed proxy statement/prospectus.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in of the Exchange Act.

Exchange Act Rule (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule (Cross-Border Third-Party Tender Offer) ☐

 

 

Tel: (650)

As part of the Business Combination, securityholders of Legacy Kodiak prior to the Closing (the “”) will receive or be eligible to receive, on a pro rata basis, up to an aggregate of 75,000,000 shares of Kodiak Common Stock and restricted stock units (collectively, the “”) that will be issued or vest, respectively, upon achievement of certain milestones during the Earn Out Period (as defined elsewhere in this proxy statement/prospectus) and, in the case of the Earn Out RSUs, satisfaction of certain service-based vesting requirements. The Kodiak Common Stock portion of the Earn Out Securities will be issued upon achievement of the applicable milestones. The restricted stock unit portion of the Earn Out Securities will be issued shortly following Closing. An initial 25,000,000 Earn Out Securities will vest or be issued to Legacy Kodiak Securityholders, if, within the Earn Out Period, the volume weighted average closing sale price of Kodiak Common Stock equals or exceeds $18.00 per share, subject to adjustments as set out in the Business Combination Agreement (the “”), for a period of at least 20 out of 30 consecutive trading days (“”). An additional 25,000,000 Earn Out Securities will vest or be

issued to Legacy Kodiak Securityholders, if, within the Earn Out Period, the volume weighted average closing sale price of Kodiak Common Stock equals or exceeds $23.00 per share, subject to adjustments as set out in the Business Combination Agreement (the “”), for a period of at least 20 out of 30 consecutive trading days (“”). The remaining 25,000,000 Earn Out Securities will vest or be issued to Legacy Kodiak Securityholders, if, within the Earn Out Period, the volume weighted average closing sale price of Kodiak Common Stock equals or exceeds $28.00 per share, subject to adjustments as set out in the Business Combination Agreement (the “”), for a period of at least 20 out of 30 consecutive trading days (“”). The “” means the time period beginning on the date the Closing occurs (the “”) and ending on the earlier of the date that is the four-year anniversary of the Closing Date (inclusive of the first and last day of such period) and the consummation of a Change of Control (as defined in the Business Combination Agreement).

In addition, pursuant to the Sponsor Support Agreement (as defined elsewhere in this proxy statement/prospectus), 50% of the shares of Kodiak Common Stock held by Ares Acquisition Holdings II LP, a Cayman Islands exempted limited partnership (the “”), following the Domestication (the “”) will be subject to vesting and vest upon the occurrence of Triggering Event I during the Earn Out Period. If, during the Earn Out Period, there is a Change of Control that will result in holders of Kodiak Common Stock receiving a per share price equal to or in excess of the Triggering Event I Threshold, then the Sponsor Earn Out Securities shall vest as of immediately prior to the consummation of the Change of Control.

Pursuant to the proposed bylaws of Kodiak to be in effect immediately following the Domestication (the “ ”), for a period of one year following the Closing, unless Kodiak completes a liquidation, merger, stock exchange or other similar transaction that results in all of Kodiak’s stockholders having the right to exchange their shares of Kodiak capital stock for cash, securities or other property prior to the expiration of such period, the holders of shares of Kodiak Common Stock: (i) issued as consideration in the Business Combination, including the Earn Out Securities and the Sponsor Earn Out Securities; (ii) issued upon the exercise of options or warrants following the Closing in respect of Legacy Kodiak Options or each warrant of Legacy Kodiak that is outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested (collectively, the “”) that have become Exchanged Kodiak Options or Kodiak Warrants in connection with the Business Combination; (iii) issued to or owned by the Sponsor or by any directors or officers of AACT as of immediately prior to the Closing; or (iv) issued to directors, officers or employees of Kodiak or its subsidiaries (other than in connection with Kodiak Common Stock issued pursuant to Kodiak’s employee stock purchase plan) (such shares described in the foregoing clauses (i) through (iv), the “”), may not, without the prior written consent of the board of directors of Kodiak (the “”) (including, for the avoidance of doubt, a duly authorized committee of the board of directors of Kodiak): (A) exchange, transfer, assign, lend, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, with respect to any Lockup Shares or any right or interest therein; (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Lockup Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise; (C) take any action in furtherance of any of the matters described in clause (A) or (B); or (D) publicly announce any intention to effect any transaction specified in clause (A) or (B).

 

To the extent that the Sponsor elects to receive the repayment of the Overfunding Loans or Working Capital Loans in Kodiak Warrants and subsequently exercises such warrants to acquire Kodiak Common Stock, the resulting issuances of Kodiak Common Stock may result in dilution to the holders of Kodiak Common Stock. Further detail regarding the compensation received and to be received by the Sponsor and its affiliates and the dilution that may be caused thereby is provided in the section of this proxy statement/prospectus entitled “”

In no event will the Sponsor, any of AACT’s existing officers or directors or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render to effectuate, the completion of the Business Combination. However, certain affiliates of the Sponsor will be entitled to reimbursement for any expenses (or an allocable portion of such expenses), to the extent that such affiliates incur expenses for services provided to AACT before the completion of the Business Combination. AACT pays the Sponsor a total of $16,667 per month for office space, utilities, secretarial support and administrative services and to reimburse the Sponsor for any expenses related to identifying, investigating and completing an initial business combination. In addition, the Sponsor is entitled to reimbursement for transaction expenses advanced and/or paid by the Sponsor on behalf of AACT or Legacy Kodiak.

In connection with the IPO, the Sponsor and AACT’s directors and executive officers agreed to vote their AACT Ordinary Shares in favor of the Business Combination Proposal (as defined elsewhere in this proxy statement/prospectus). Further, concurrently with the execution of the Business Combination Agreement, the Sponsor entered into a Sponsor Support Agreement with AACT and Legacy Kodiak, dated as of April 14, 2025 (the “”). Pursuant to the terms and conditions of the Sponsor Support Agreement, the Sponsor agreed to vote its shares in favor of each Transaction Proposal (as defined elsewhere in this proxy statement/prospectus) being presented at the Extraordinary General Meeting. If at any time prior to the termination of the Business Combination Agreement, the AACT Board or the Special Committee effects a Modification in Recommendation (as defined elsewhere in this proxy statement/prospectus), then the obligations to vote or consent in accordance with the foregoing clause shall automatically be deemed to be modified such that the Sponsor will vote with respect to its AACT Class A Ordinary Shares in the same proportion to the votes cast by the Public Shareholders. As of the Record Date, the Sponsor owns approximately  % of the total outstanding AACT Ordinary Shares. When you consider the recommendation of these proposals by the AACT Board and the Special Committee (as defined elsewhere in this proxy statement/prospectus), you should keep in mind that the Sponsor and certain of AACT’s directors and officers have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “” for a further discussion of these considerations.

This proxy statement/prospectus covers: (i)      shares of Kodiak Common Stock (including shares that are to be issued or may be issuable upon the conversion of AACT Ordinary Shares into Kodiak Common Stock), which number is based on the assumptions set forth in the section of this proxy statement/prospectus entitled “”; and (ii) 39,300,000 Kodiak Warrants.

AACT will hold the Extraordinary General Meeting to consider matters relating to the Business Combination at       , Eastern Time, on       , 2025. For the purposes of the Memorandum and Articles of Association, the physical place of the meeting will be at Kirkland & Ellis LLP, 601 Lexington Avenue, New York, NY 10022. However, in order to facilitate access for AACT’s shareholders, the Extraordinary General Meeting will be held in virtual meeting format at https://www.cstproxy.com/aresacquisitioncorporationii/egm2025. There is no requirement to attend the Extraordinary General Meeting in person. You or your proxyholder will be able to attend and vote at the Extraordinary General Meeting or online by visiting and using a control number assigned by Continental Stock Transfer & Trust Company, AACT’s transfer agent. To register and receive access to the Extraordinary General Meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.

After careful consideration, the AACT Board and Special Committee have each unanimously approved the Business Combination Agreement and the other proposals described in this proxy statement/prospectus. The AACT Board and Special Committee have also each determined that it is advisable to consummate the Business Combination and that the Business Combination is in the best interests of the Public Shareholders. The AACT Board and Special Committee took into account the oral opinion of Lincoln International LLC (“”) (subsequently confirmed in writing), rendered on April 13, 2025, to the effect that, as of such date and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken, and other matters considered by Lincoln in preparing its opinion, the Base Purchase Price, which excluded the Earn Out Securities, to be paid by AACT in the Business Combination was fair, from a financial point of view, to the Purchaser Unaffiliated Shareholders (as defined elsewhere in this proxy statement/prospectus). A copy of the written opinion is attached as to this proxy statement/prospectus. Please see the section entitled “” for further information. The AACT Board and Special Committee recommend that you vote “FOR” each proposal described in this proxy statement/prospectus.

If you have any questions or need assistance voting your AACT Ordinary Shares, please contact Sodali & Co (“”), our proxy solicitor, by calling (800) (toll-free), or if you are a bank or a broker, by calling (203) or by emailing AACT.info@investor.sodali.com. The notice of the Extraordinary General Meeting and this proxy statement/prospectus will be available at https://www.cstproxy.com/aresacquisitioncorporationii/egm2025.

NOTICE IS GIVEN that an extraordinary general meeting (including any adjournments or postponements of the extraordinary general meeting, the “”) of Ares Acquisition Corporation II, a Cayman Islands exempted company (“”), will be held on    2025, at    , Eastern Time, virtually at https://www.cstproxy.com/aresacquisitioncorporationii/egm2025. For the purposes of the amended and restated memorandum and articles of association of AACT (the “”), the physical place of the meeting will be at Kirkland & Ellis LLP, 601 Lexington Avenue, New York, NY 10022. The Extraordinary General Meeting will be held for the following purposes:

To consider and vote upon a proposal to approve by ordinary resolution the Business Combination Agreement, dated as of April 14, 2025, attached to the accompanying proxy statement/prospectus as (as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms, the “”), 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 (“ ”), pursuant to which, at the closing of the transactions contemplated by the Business Combination Agreement (the “”) and at least one day following the Domestication (as defined below), Merger Sub will merge with and into Legacy Kodiak, with Legacy Kodiak being the surviving corporation and continuing as a direct wholly-owned subsidiary of Kodiak (as defined below). The transactions contemplated by the Business Combination Agreement are described in more detail in the accompanying proxy statement/prospectus and are referred to as the “.” We refer to this proposal as the “.”

To consider and vote upon a proposal to approve, by special resolution, the plan of domestication (as may be amended from time to time, the “”) attached to the accompanying proxy statement/prospectus as , and a change in the corporate domicile of AACT, which will be accomplished by way of deregistering AACT as an exempted company registered under the laws of the Cayman Islands and registering AACT by way of continuation and domestication as a corporation under the laws of the State of Delaware in accordance with the Plan of Domestication (the “”). The Domestication will be effected in accordance with the Plan of Domestication at least one day prior to the Closing by AACT filing a certificate of corporate domestication and the proposed new certificate of incorporation of Kodiak, as the post-Business Combination company (the “”) with the Secretary of State of the State of Delaware and filing an application to deregister with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Domestication, AACT will continue as a Delaware corporation and under the corporate name “Kodiak AI, Inc.” (“”). All outstanding securities of AACT will convert into outstanding securities of Kodiak, as described in more detail in the accompanying proxy statement/prospectus. We refer to this proposal as the “.”

To consider and vote upon a proposal to approve by ordinary resolution for purposes of complying with the applicable provisions of the New York Stock Exchange (“”) Listed Company Manual: (i) the issuance (or reservation for issuance) of shares of common stock of Kodiak, par value $0.0001 per share (“”), in connection with the Business Combination and shares of Kodiak Common Stock in a private placement consummated prior to or substantially concurrently with the Closing (the “”); and (ii) any other issuances of preferred stock, common stock and securities convertible into or exercisable for common stock pursuant to subscription, purchase or similar agreements AACT has entered, or may enter, into prior to Closing. We refer to this proposal as the “.”

To consider and vote upon a proposal to approve, by special resolution, and adopt with effect from the Domestication the Proposed Certificate of Incorporation and the Proposed Bylaws of Kodiak, as the post-Business Combination company (the “” and, together with the Proposed Certificate of Incorporation, the “”) in connection with the Domestication. We refer to this proposal as the “” The form of each of the Proposed Certificate of Incorporation and the Proposed Bylaws is attached to the accompanying proxy statement/prospectus as and , respectively.

To consider and vote upon the following five separate proposals (collectively, the “”) to approve on an advisory basis and as required by the applicable U.S. Securities and Exchange Commission (“”) guidance, by ordinary resolution, each of the following material differences between the Memorandum and Articles of Association and the Proposed Organizational Documents:

To consider and vote upon a proposal to approve by ordinary resolution, the Kodiak AI, Inc. 2025 Equity Incentive Plan (the “”). A form of the 2025 EIP is attached to the accompanying proxy statement/prospectus as . We refer to this proposal as the “.”

To consider and vote upon a proposal to approve by ordinary resolution, the Kodiak AI, Inc. 2025 Employee Stock Purchase Plan (the “”). A form of the ESPP is attached to the accompanying proxy statement/prospectus as . We refer to this proposal as the “.”

To consider and vote upon a proposal to approve by ordinary resolution the election of directors to serve on the Kodiak Board until their respective successors are duly elected and qualified. We refer to this proposal as the “,” and, collectively with the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal, the “.”

To consider and vote upon a proposal to approve by ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary: (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting; (ii) for the absence of a quorum; (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that AACT has determined in good faith after consultation with outside legal counsel is required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by its shareholders prior to the Extraordinary General Meeting; or (iv) to engage with investors. We refer to this proposal as the “.”

Only holders of record of Class A ordinary shares, par value $0.0001 per share, of AACT (“”) (including those held by AACT’s sponsor, Ares Acquisition Holdings II LP (the “”)) at the close of business on       , 2025 (the “”) are entitled to notice of and to have their votes counted at the Extraordinary General Meeting.

The approval of each of the Domestication Proposal and the Organizational Documents Proposal requires a special resolution under the Companies Act and the Memorandum and Articles of Association, being the affirmative vote of at least of the votes cast by the holders of the issued AACT Ordinary Shares, voting together as a single class, who are present in person, virtually or represented by proxy and entitled to vote on the Domestication Proposal and the Organizational Documents Proposal, respectively, at the Extraordinary General Meeting.

After careful consideration, the board of directors of AACT (the “”) and the special committee of the AACT Board, which consists of its independent directors (the “”) have each unanimously approved the Business Combination and unanimously recommend that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Domestication and the Business Combination, and “FOR” all other proposals presented to AACT’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the AACT Board and the Special Committee, you should keep in mind that the Sponsor and certain of AACT’s directors and officers have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. For instance, the Sponsor and certain of AACT’s officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating AACT. See the section of the accompanying proxy statement/prospectus entitled “” for a further discussion of these considerations.

In connection with the Business Combination, certain related agreements have been or will be entered into at or prior to the Closing, including the A&R Registration Rights Agreement, the Sponsor Support Agreement and the Company Support Agreements (each term as defined in the accompanying proxy statement/prospectus). See “” and “” in the accompanying proxy statement/prospectus for more information.

Pursuant to the Memorandum and Articles of Association, a holder of AACT Class A Ordinary Shares sold in our initial public offering (“”), whether purchased in our IPO or following our IPO in the open market (a “,” and such shares, “”) may request to redeem all or a portion of such holder’s Public Shares for cash if the Business Combination is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on    , 2025 (two business days prior to the initially scheduled date of the Extraordinary General Meeting) (the “”) in order for their Public Shares to be redeemed.

If the Business Combination is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to the Transfer Agent, Kodiak will redeem such Public Shares for a price, payable in cash, equal to the pro rata portion of the aggregate amount then on deposit in the Trust

See the section of the accompanying proxy statement/prospectus entitled “” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares.

The Sponsor and each director and officer of AACT have agreed to vote in favor of the Business Combination, and to waive their redemption rights in connection with the Closing with respect to any AACT Ordinary Shares held by them. None of the Sponsor, directors or officers received separate consideration for their waiver of redemption rights. Further, concurrently with the execution of the Business Combination Agreement, the Sponsor entered into a Sponsor Support Agreement with AACT and Legacy Kodiak, dated as of April 14, 2025 (the “”). Pursuant to the terms and conditions of the Sponsor Support Agreement, the Sponsor agreed to vote its shares in favor of each Transaction Proposal (as defined in the accompanying proxy statement/prospectus) being presented at the Extraordinary General Meeting. If at any time prior to the termination of the Business Combination Agreement, the AACT Board or the Special Committee effects a Modification in Recommendation (as defined in the accompanying proxy statement/prospectus), then the obligations to vote or consent in accordance with the foregoing clause shall automatically be deemed to be modified such that the Sponsor will vote with respect to its AACT Class A Ordinary Shares in the same proportion to the votes cast by the Public Shareholders. The AACT Ordinary Shares held by the Sponsor will be excluded from the pro rata calculation used to determine the Redemption Price. As of the Record Date, the Sponsor owns approximately    % of the issued and outstanding AACT Ordinary Shares.

Proposals; (ii) the requisite approval of Legacy Kodiak’s stockholders for the Business Combination; (iii) the completion of the Domestication; (iv) the truth and accuracy of the representations and warranties provided by each of AACT, Merger Sub and Legacy Kodiak and the performance by each of AACT, Merger Sub and Legacy Kodiak of their respective obligations and covenants under the Business Combination Agreement, in each case, to customary materiality standards; (v) the absence of any AACT Material Adverse Effect or Legacy Kodiak Material Adverse Effect that is continuing; (vi) any applicable waiting period or any extension of any application waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in respect of the Business Combination being expired or earlier terminated without the imposition of burdensome conditions; (vii) the registration statement on Form of which the accompanying proxy statement/prospectus forms a part becoming and remaining effective with the SEC; (viii) conditional approval of the listing of Kodiak Common Stock by the Stock Exchange (as defined below) selected by the parties, subject to satisfaction of the round lot holders requirement for initial listing; and (ix) the delivery of customary certificates, instruments, contracts and other documents specified to be delivered by the respective parties under the Business Combination Agreement. For more information, see “.”

 Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the Extraordinary General Meeting, and if the other conditions to closing are satisfied or waived. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Advisory Organizational Documents Proposal is conditioned on the approval of each of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH. YOU MUST ALSO DELIVER YOUR PUBLIC SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, TO EXERCISE YOUR REDEMPTION RIGHTS YOU MUST INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT. SEE THE SECTION OF THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS ENTITLED “” FOR MORE SPECIFIC INSTRUCTIONS.

of the Board of Directors

TABLE OF CONTENTS

 

 

i

REFERENCES TO ADDITIONAL INFORMATION

(800) 662-5200,

658-9400,

In order for you to receive timely delivery of the documents in advance of the Extraordinary General Meeting of AACT to be held on       , 2025, you must request the information no later than five business days prior to the date of the Extraordinary General Meeting, or no later than       , 2025.

 

ii

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, prior to the Business Combination, the terms “we,” “us,” “our,” and “AACT” refer to Ares Acquisition Corporation II. Following the Business Combination, the terms “we,” “us” and “our” refer to Kodiak. Prior to the Domestication, AACT is an exempted company incorporated under the laws of the Cayman Islands. Following the Domestication, subject to shareholder approval, AACT will be a corporation incorporated under the laws of the State of Delaware and will be renamed “Kodiak AI, Inc.” Following the Domestication, AACT is referred to in this document as Kodiak.

In this proxy statement/prospectus:

one-half

 

iii

non-binding

 

iv

One-third

 

v

such later date as the shareholders may approve, in accordance with the Memorandum and Articles of Association, as approved by the AACT shareholders at an extraordinary general meeting of the shareholders held on April 22, 2025.

S-1

No. 333-270951),

 

vi

B-1

Series B-2

B-1

B-2

“” means The Nasdaq Stock Market LLC.

 

vii

 

viii

 

ix

“” means the NYSE, Nasdaq, or such other securities exchange as mutually agreed by AACT and Legacy Kodiak.

 

x

Share Calculations and Ownership Percentages

 

 

 

 

 

 

 

 

 

 

 

xi

 

 

 

 

 

 

xii

MARKET AND INDUSTRY DATA

The sources of the statistical data, estimates and market and industry data contained in this proxy statement/prospectus are identified by superscript notations and are provided below:

 

 

 

 

 

 

 

 

 

 

 

 

 

xiii

 

 

 

 

 

 

 

 

 

xiv

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements.” These forward-looking statements may include AACT’s or Legacy Kodiak’s or their management teams’ expectations, hopes, beliefs, intentions or strategies regarding the future. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “project,” “seek,” “should,” “will,” “would” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and current expectations, forecasts and assumptions and involve a number of judgments, risks and

 

xv

uncertainties. Accordingly, forward-looking statements should not be relied upon as representing AACT’s or Legacy Kodiak’s views as of any subsequent date. Except as required under applicable securities laws, neither AACT, Legacy Kodiak nor their respective affiliates have any obligation and specifically disclaim any such obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by investors as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. We caution you that the foregoing list does not contain all of the forward-looking statements made in this proxy statement/prospectus. We advise you that the safe harbor afforded by the Private Securities Litigation Reform Act of 1995 to certain forward-looking statements does not extend to forward-looking statements made by AACT or Legacy Kodiak in connection with this proxy statement/prospectus.

You should not place undue reliance on these forward-looking statements in deciding how to vote your proxy or instruct how your vote should be cast on the proposals set forth in this proxy statement/prospectus. Moreover, Legacy Kodiak operates in a competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for Legacy Kodiak and AACT to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this proxy statement/prospectus. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. Some factors that could cause actual results to differ include:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

xvi

 

 

 

If any of the risks or uncertainties described in this proxy statement/prospectus materialize or the underlying assumptions prove incorrect, actual results and plans could differ materially from the results implied by any forward-looking statements. There may be additional risks that neither Legacy Kodiak nor AACT presently know or that Legacy Kodiak and AACT currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

 

xvii

QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF AACT

12-digit

 

 

one-half

A current copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. You are encouraged to carefully read this proxy statement/prospectus and the Business Combination Agreement in their entirety.

AACT is sending this proxy statement/prospectus to its shareholders to help them decide how to vote their AACT Ordinary Shares with respect to the matters to be considered at the Extraordinary General Meeting. The Business Combination cannot be completed unless AACT’s shareholders approve the Condition Precedent Proposals set forth in this proxy statement/prospectus. Information about the Extraordinary General Meeting, the Business Combination and the other business to be considered by shareholders at the Extraordinary General Meeting is contained in this proxy statement/prospectus.

 

xviii

The Business Combination

 Proposal

—

The Business Combination Agreement

—Business

Combination Consideration

THE VOTE OF PUBLIC SHAREHOLDERS IS IMPORTANT. PUBLIC SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF AACT AND LEGACY KODIAK, IN ITS ENTIRETY.

 

 

 

 

 

 

 

 

 

 

 

AACT will hold the Extraordinary General Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. Shareholders of AACT should read it carefully.

After careful consideration, the AACT Board and the Special Committee have each unanimously determined that each of: (i) the Business Combination Proposal; (ii) the Domestication Proposal; (iii) the Stock Issuance Proposal; (iv) the Organizational Documents Proposal; (v) the Advisory Organizational Documents Proposals; (vi) the Incentive Plan Proposal; (vii) the Employee Stock Purchase Plan Proposal; (viii) the Director Election Proposal; and (ix) the Adjournment Proposal, if presented to the Extraordinary General Meeting, is in the best interests of AACT. Accordingly, the AACT Board and the Special Committee unanimously recommend that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of AACT’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of

 

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The obligations of Legacy Kodiak and AACT to complete the Merger are not conditioned on the receipt of opinions of U.S. tax counsel to the effect that the Merger will qualify as a reorganization for U.S. federal income tax purposes. If the Merger does not qualify as a reorganization, the Merger will be treated as a taxable stock sale and each Legacy Kodiak U.S. holder of Legacy Kodiak Common Stock will generally recognize capital gain or loss, for U.S. federal income tax purposes, on the receipt of Kodiak Common Stock and the Earn Out Right issued to such holders of Legacy Kodiak Common Stock.

non-U.S.

 

 

AACT cannot predict how many Public Shares will be redeemed. As a result, AACT is presenting three different redemption scenarios with respect to AACT Class A Ordinary Shares, each of which presents a different allocation of total Kodiak equity following the Closing. To illustrate potential dilution in each such scenario, the tables below present the post-Closing share ownership of Kodiak under each of: (1) the No Redemption Scenario; (2) the 50% Redemption Scenario; and (3) the Maximum Redemption Scenario.

The first table excludes the dilutive effect of: (i) the Earn Out Securities; (ii) the Sponsor Earn Out Securities; (iii) the Private Placement Warrants; (iv) the Public Warrants; (v) the Kodiak Warrants into which the Working Capital Loans can be converted; and (vi) the Kodiak Warrants into which the Overfunding Loans can be converted. The second table includes the dilutive effect of such items.

 

 

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