Kodiak Robotics to Go Public via Merger with Ares Acquisition Corp II, Valued at $2.5B

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• Kodiak's AI-powered autonomous platform is built to handle some of the world's toughest trucking jobs and has logged over 2.6 million autonomous miles in real-world conditions
• Kodiak has the first publicly-announced driverless trucks in commercial operations and has strong customer traction across multiple target applications in an estimated $4+ trillion total addressable market
• Generates recurring revenue through driverless operations in the Permian Basin and autonomously delivering goods daily for customers in locations around the U.S.
• Kodiak has secured a firm commitment from its strategic partner, Atlas Energy Solutions (NYSE: AESI), for an initial order of 100 trucks
• Transaction places a pre-money equity value on Kodiak of approximately $2.5 billion, with existing Kodiak equity holders rolling 100% of their interests into the combined company
• New and existing Kodiak institutional investors including Soros Fund Management, ARK Investments and Ares have funded or committed over $110 million in financing to support the transaction alongside approximately $551 million of cash held in trust
• Additionally, existing Kodiak investor ARK Investments has expressed its continued support of Kodiak. Kodiak was featured in ARK's Big Ideas 2025 report

Kodiak Robotics, Inc. a leading provider of AI-powered autonomous vehicle technology, and Ares Acquisition Corporation II (NYSE: AACT) ("AACT"), a publicly traded special purpose acquisition company, today announced they have entered into a definitive business combination agreement through which Kodiak will become a publicly-listed company. AACT is an affiliate of Ares Management Corporation (NYSE: ARES) ("Ares").

Kodiak is a pioneering autonomous driving company developing technology to address critical challenges in the transportation industry, including driver shortages, demands for shorter delivery timelines, and rising costs. Kodiak's single-platform automated driving system, the Kodiak Driver, combines advanced AI-driven software with modular hardware. The Kodiak Driver integrates learnings from real-world experience across commercial trucking and public sector applications to continuously improve AI models and increase reliability and efficiency in a wide range of environments. Kodiak's platform is designed to enable technology integration with customers' existing operations, providing a flexible, scalable, Driver-as-a-Service solution tailored to customers' needs.

Kodiak was founded in 2018 by industry veteran, Don Burnette, with a vision of becoming the trusted world leader in autonomous ground transportation dedicated to commercializing driverless trucking at scale. In 2024, we believe Kodiak became the first company to announce delivery of a driverless trucking product to a customer. Today, Kodiak provides differentiated solutions that are demonstrated to make costs more efficient and predictable, enhance fuel economy, and enhance safety across the commercial trucking and public sector markets. By partnering with AACT and accessing the public markets, Kodiak is expected to accelerate its go-to-market strategy that aims to address an estimated $4+ trillion global opportunity.

"This is a remarkable milestone for the Kodiak team and reinforces our confidence in the significant value proposition we see in our differentiated driverless technology," said Burnette, Founder and CEO of Kodiak. "We believe entering the public markets will accelerate our strategy to expand our existing partner relationships, provide our technology to a broader customer base, and deliver enhanced solutions across the commercial trucking and public sector industries. Further, with Kodiak's disciplined approach to capital management, along with strategic and financial support from Ares, we believe we are well-positioned to execute on our long-term growth plans. On behalf of the entire Kodiak team, we are thrilled to be working with Ares and AACT as we continue to drive our mission to create a safer and more efficient future for the trucking industry."

"As an early-mover in autonomous trucking and first to deliver a commercial driverless product to a customer, Kodiak has quickly set itself apart as an industry leader in a significant addressable market," said David Kaplan, Chief Executive Officer and Co-Chairman of the Board of Directors of AACT and Co-Founder of Ares. "We are excited to partner with Don and the Kodiak team as they seek to further capitalize on significant industry tailwinds and deliver value for their stakeholders."

"We believe Kodiak's scalable technology, combined with its established network, position the Company to meet the evolving and growing demands of its customers and communities," said Allyson Satin, Chief Operating Officer of AACT and Partner at Ares. "We look forward to lending Ares' decades of experience investing and navigating through dynamic market environments in support of Kodiak's long-term goals."

Key Investment Highlights

• Leading AI-Powered Automated Driving System on Single Technology Platform: Kodiak leverages an integrated hardware and software architecture across all deployments to increase reliability, scalability, and efficiency while continuously learning across domains. The Kodiak Driver has logged over 2.6 million autonomous miles in real-world conditions and has been developed for scalability and adaptability to all vehicle types.
  
  
• First to Market With Fully Active Driverless Semi-Truck Operations: Through its partnership with Atlas Energy Solutions ("Atlas"), Kodiak-powered driverless trucks have surpassed 750 hours of commercial driverless operations across West Texas's Permian Basin without a human driver on board. This milestone marks the first publicly announced deployment of customer-owned autonomous semi-trucks in real-world operations. Kodiak expects to support Atlas in further expanding its fleet in 2025; in March 2025, the Company secured a firm commitment from Atlas to order an initial 100 trucks, after exceeding key performance and operational milestones.
  
  
• Commercial Trucking Business Generating Recurring-Revenue Today: Kodiak's Driver-as-a-Service business model is tailored to meet the unique needs of its customers by charging customers either a per truck or per mile recurring license fee. Today, Kodiak earns recurring revenue through its partnership with Atlas, and owns and operates autonomous trucks that generate a fee paid per delivery.
  
  
• Strong Customer Traction Across Multiple Target Applications: In addition to Atlas, Kodiak's partner-first approach has resulted in collaborations with major industry players including Bridgestone, C.R. England, J.B. Hunt, Martin Brower, and Werner Enterprises. In addition, Kodiak was awarded a contract by the U.S. Department of Defense and has received approximately $30 million to adapt its autonomous technology for U.S. Army vehicles.
  
  
• Estimated $4+ Trillion Total Global Addressable Market Across Target End Markets: Today, Kodiak's lane network operates primarily in the Sunbelt region, serving some of the most freight-dense lanes in the U.S. With what we believe is a supportive regulatory environment, partnerships with leading shippers and carriers and a today-ready platform, Kodiak estimates a roughly $1 trillion market opportunity in the U.S. alone, with the potential for a total global addressable market of over $4 trillion.
  
  
• Deep Management Expertise: Kodiak is led by a team of autonomy veterans with expertise in AI, software, and operations, backed by experience in trucking and the deployment of autonomous systems. The management team is supported by a team of more than 200 people to develop Kodiak's technology and grow the business.

Transaction Overview

The proposed business combination ascribes a pre-money equity value of $2.5 billion to Kodiak. The combined company is expected to receive approximately $551 million of cash held in AACT's trust account at closing, assuming no redemptions of existing AACT shares and based on trust value per share as of December 31, 2024. Additionally, certain institutional investors, including affiliates of Soros Fund Management, ARK Investments and Ares, have invested or committed over $110 million to support the transaction. Additionally, existing Kodiak investor ARK Investments has expressed its continued support of the Company.

The boards of directors of both Kodiak and AACT have unanimously approved the proposed business combination, which is expected to close in the second half of 2025, subject to approval by AACT and Kodiak stockholders and the satisfaction or waiver of customary closing conditions. Upon the closing of the proposed business combination, the combined company will be named Kodiak AI, Inc., and its common stock and public warrants are expected to be listed on a national stock exchange and trade under the ticker symbols KDK and KDK WS, respectively, subject to approval by the relevant exchange.