Concurrently with the Domestication and subject to the satisfaction or waiver of the conditions set forth in the Business Combination Agreement, including approval of the Condition Precedent Proposals (as defined elsewhere in this proxy statement/prospectus) by AACT’s shareholders: (i) the governing documents of AACT will be replaced by governing documents for Kodiak as a Delaware corporation and (ii) AACT will be renamed “Kodiak AI, Inc.”

At Closing,

As part of the Business Combination, securityholders of Legacy Kodiak prior to the Closing (the “Legacy Kodiak Securityholders”) 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 “Earn Out Securities”) 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). 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. In addition to such milestone vesting conditions, each such restricted stock unit will be subject to the satisfaction of certain service-based vesting requirements. 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 “Triggering Event I Threshold”), for a period of at least 20 out of 30 consecutive trading days (“Triggering Event I”). 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 “Triggering Event II Threshold”), for a period of at least 20 out of 30 consecutive trading days (“Triggering Event II”). 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 “Triggering Event III Threshold”), for a period of at least 20 out of 30 consecutive trading days (“Triggering Event III”). The “Earn Out Period” means the time period beginning on the date the Closing occurs (the “Closing Date”) 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).

If during the Earn Out Period there is a Change of Control that will result in: (i) holders of Kodiak Common Stock receiving a per share price equal to or in excess of the Triggering Event I Threshold, then Triggering Event I shall be deemed to occur and the relevant Earn Out Securities shall be issued or vest immediately prior to the consummation of the Change of Control; (ii) holders of Kodiak Common Stock receiving a per share price equal to or in excess of the Triggering Event II Threshold, then Triggering Event II shall be deemed to occur and the relevant Earn Out Securities shall be issued or vest immediately prior to the consummation of the Change of Control; and (iii) holders of Kodiak Common Stock receiving a per share price equal to or in excess of the Triggering Event III Threshold, then Triggering Event III shall be deemed to occur and the relevant Earn Out Securities shall be issued or vest immediately prior to the consummation of the Change of Control.

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 “Sponsor”), following the Domestication (the “Sponsor Earn Out Securities”) 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 “Proposed Bylaws”), 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 options or warrants of Legacy Kodiak that have become options or warrants of Kodiak 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 “Lockup Shares”), may not, without the prior written consent of the board of directors of Kodiak (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). The

Proposed Bylaws provide for certain customary permitted transfers, including transfers to certain affiliates, family members or for estate planning purposes. Notwithstanding the foregoing, if the closing price of Kodiak Common Stock equals or exceeds $12.00 for 20 of 30 consecutive trading days commencing at least 150 days after Closing, then the transfer restrictions applicable to the Lockup Shares will expire.

Concurrently with the execution of the Business Combination Agreement, in connection with a financing effort related to the Business Combination, AACT entered into subscription agreements with certain institutional and accredited investors (the “PIPE Investors” and the subscription agreements, the “PIPE Subscription Agreements”). Under the terms and conditions of the PIPE Subscription Agreements, the PIPE Investors agreed, to subscribe for and purchase shares of Kodiak Common Stock from Kodiak (the “PIPE Stock” and such investment, the “PIPE Investment”). As of May 8, 2025, the most recent practicable date prior to the date of this proxy statement/prospectus, PIPE Investors have subscribed for $60.0 million of PIPE Stock. Pursuant to the PIPE Subscription Agreements, a PIPE Investor may elect to reduce the number of shares of PIPE Stock that it is obligated to purchase under its PIPE Subscription Agreement, on a one-for-one basis, up to the total amount of shares of PIPE Stock subscribed for under the PIPE Subscription Agreement, to the extent the PIPE Investor (i) purchases AACT Class A Ordinary Shares in open market transactions at a price less than the Redemption Price prior to the Record Date (as defined elsewhere in this proxy statement/prospectus); or (ii) beneficially owned any AACT Class A Ordinary Shares as of the date of its PIPE Subscription Agreement. AACT may enter into PIPE Subscription Agreements with additional PIPE Investors prior to the closing of the Business Combination. The base purchase price per share for the PIPE Stock will equal the Redemption Price, subject to adjustment such that the purchase price per share will be 90% of the Redemption Price for any PIPE Investor that subscribes for $50 million or more of PIPE Stock. As of May 8, 2025, $50.0 million of the amounts subscribed for under the PIPE Subscription Agreements are expected to be purchased at such discounted purchase price. Among other things, the closing of the PIPE Investment is conditioned upon the completion or concurrent consummation of the Business Combination.

From time to time, Legacy Kodiak has raised financing in the form of Simple Agreements for Future Equity (each, a “SAFE”). Prior to the execution of the Business Combination Agreement, certain institutional and accredited investors provided financing of $23.7 million to Legacy Kodiak in the form of SAFEs, including $10.0 million from an affiliate of the Sponsor (the “Sponsor Affiliate Investor”). As of May 1, 2025, Legacy Kodiak had $68.9 million in SAFEs outstanding. In addition, concurrently with the execution of the Business Combination Agreement, certain institutional and accredited investors entered into a second lien loan and security agreement (the “Second Lien Loan and Security Agreement”) with Legacy Kodiak to provide $28.3 million of financing in the form of convertible loans (the “Second Lien Loans” and each a “Second Lien Loan”), including $20.0 million from the Sponsor Affiliate Investor. In connection with entering the Second Lien Loan and Security Agreement, and immediately prior to the execution and delivery of the Business Combination Agreement, the Sponsor Affiliate Investor exchanged its $10.0 million SAFE for a $10.0 million Second Lien Loan (such borrowings, together with any accrued and unpaid interest thereon, the “Exchanged SAFE Loan”). In connection with the Closing, all initial Second Lien Loans other than the Exchanged SAFE Loan will automatically convert into Second Lien Conversion Shares and such shares will subsequently convert into shares of Kodiak Common Stock. The number of shares of Kodiak Common Stock ultimately received upon conversion of the Second Lien Loans shall be based on the Second Lien Conversion Price. “Second Lien Conversion Price” means the lower of the transaction price in the Business Combination and 90% of the lowest price per share paid by any PIPE Investor at the Closing. At the Sponsor Affiliate Investor’s option, the Exchanged SAFE Loan will be convertible into Second Lien Conversion Shares and subsequently into shares of Kodiak Common Stock at a price based on the Second Lien Conversion Price prior to Closing. To the extent the Exchanged SAFE Loan is not converted into Kodiak Common Stock, such borrowings will remain outstanding after the Closing in accordance with the terms of the Second Lien Loan and Security Agreement. All SAFEs will convert to Legacy Kodiak Common Stock prior to the Closing.

The following table summarizes the pro forma ownership of Kodiak immediately following the Business Combination under: (1) the No Redemption Scenario; (2) the 50% Redemption Scenario; and (3) the Maximum Redemption Scenario (each term as defined elsewhere in this proxy statement/prospectus), in each case

excluding the dilutive effect of: (i) the Earn Out Securities; (ii) the Sponsor Earn Out Securities; (iii) the Private Placement Warrants; and (iv) the Public Warrants.

For more information, please see the sections of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities.”

The Memorandum and Articles of Association provide that AACT must complete its initial business combination by January 26, 2026, or such earlier date as the board of directors of AACT (the “AACT Board”) may approve, or such later date as the shareholders may approve in accordance with the Memorandum and Articles of Association. If AACT is unable to complete the Business Combination or another initial business combination by such date, AACT will, as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of taxes paid or payable, if any, and up to $100,000 of interest to pay liquidation expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. The Sponsor and AACT’s officers and directors have entered into an agreement with AACT, pursuant to which they

have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if AACT fails to consummate an initial business combination by January 26, 2026, or such earlier date as the AACT Board may approve, or such later date as the shareholders may approve in accordance with the Memorandum and Articles of Association.

The AACT Units, AACT Class A Ordinary Shares and Public Warrants are currently listed on the New York Stock Exchange (“NYSE”) under the symbols “AACT.U,” “AACT” and “AACT WS,” respectively. Pursuant to the terms of the Business Combination Agreement, AACT is required to cause the Kodiak Common Stock issued in the Domestication to be approved for listing on the NYSE, The NASDAQ Stock Market LLC, or such other stock exchange as mutually agreed by AACT and Legacy Kodiak (the “Stock Exchange”). There can be no assurance that such listing condition will be met. If the listing condition is not met, the Business Combination will not be consummated, unless the listing condition is waived by the parties to the Business Combination Agreement. Following the Closing, Kodiak Common Stock and Kodiak Warrants will be listed, subject to the applicable Stock Exchange’s approval, under the proposed symbols “KDK” and “KDK WS,” respectively. We may not have received confirmation from a Stock Exchange of approval of the listing of Kodiak Common Stock and Kodiak Warrants at the time of AACT’s extraordinary general meeting to consider matters relating to the Business Combination (the “Extraordinary General Meeting”) or prior to the Closing. The listing condition to the Closing may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation. Further, it is possible that such confirmation may never be received, and the Business Combination could still be consummated if such condition is waived. In such event, Kodiak’s securities may not be listed on any Stock Exchange.

Material Financing Transactions of AACT

Since AACT’s initial public offering (the “IPO”), the following material financing transactions have occurred or will occur in connection with the consummation of the Business Combination: (i) simultaneous with the consummation of the IPO, the Sponsor purchased an aggregate of 14,300,000 warrants, each exercisable to purchase one AACT Class A Ordinary Share for $11.50 per share (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant in a private placement, generating total proceeds of $14.3 million; (ii) simultaneous with the consummation of the IPO, the Sponsor extended to AACT a non-interest bearing promissory note of $4.5 million and an additional non-interest bearing promissory note of $0.5 million (together, the “Overfunding Loans”) in connection with the sale of 5,000,000 AACT units to cover over-allotments, for a total outstanding balance of $5.0 million; (iii) following the approval and implementation of the Extension, the Sponsor agreed to make monthly deposits of $1.0 million into the Trust Account (the “Contributions”) up to a maximum aggregate amount of $9.9 million; and (iv) the PIPE Investment. As of the date of this proxy statement/prospectus the Sponsor has made aggregate Contributions of $1.0 million, all of which will be reimbursed by Kodiak upon the consummation of the Business Combination.

Sponsor and Affiliates Compensation

The compensation received and to be received by the Sponsor and its affiliates upon the consummation of the Business Combination is (i) up to 12,500,000 shares of Kodiak Common Stock, with an implied aggregate market value of $140.8 million (based upon the closing price of the AACT Class A Ordinary Shares on the NYSE on May 8, 2025, the most recent practicable date prior to the date of this proxy statement/prospectus), to be issued upon conversion of 12,500,000 AACT Class A Ordinary Shares currently held by the Sponsor, which shares include 6,250,000 Sponsor Earn Out Securities subject to vesting as though such shares were vested immediately upon the Closing; (ii) 14,300,000 Private Placement Warrants, with an implied aggregate market value of $12.2 million (based upon the closing price of the Public Warrants on the NYSE on May 8, 2025, the most recent practicable date prior to the date of this proxy statement/prospectus), each of which entitles the holder of such warrant to purchase one AACT Class A Ordinary Share at a price of $11.50 per share, subject to adjustment; (iii) $5.0 million representing repayment of the Overfunding Loans extended by the Sponsor in connection with the IPO; (iv) 3,347,845 shares of Kodiak Common Stock, with an implied aggregate market value of $37.7 million, assuming full conversion of all Second Lien Loans held by the Sponsor Affiliate Investor

under the Second Lien Loan and Security Agreement into shares of Kodiak Common Stock at a price based on the Second Lien Conversion Price (including the Exchanged SAFE Loan, including accrued and unpaid interest through May 8, 2025, and based upon the closing price of the AACT Class A Ordinary Shares on the NYSE on May 8, 2025, the most recent practicable date prior to the date of this proxy statement/prospectus); (v) up to $9.9 million in reimbursement for Contributions made prior to the Closing, of which $1.0 million have been made as of May 8, 2025; and (vi) $2.8 million that Ares Management Capital Markets LLC, an affiliate of the Sponsor, will receive as a deferred IPO advisory fee in connection with the Closing.

To the extent that the Sponsor elects to receive the repayment of the Overfunding Loans or Working Capital Loans in Kodiak Warrants and later exercises such warrants to acquire Kodiak Common Stock, the resulting issuances of Kodiak Common Stock may result in dilution of the non-redeeming shareholders of AACT who become stockholders of Kodiak. 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 “Prospectus Summary—Sponsor and Affiliates Compensation.”

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 out-of-pocket 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 out-of-pocket 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 “Sponsor Support Agreement”). 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 “The Business Combination Proposal—Certain Interests of AACT’s Directors and Officers and Others in the Business Combination” 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); 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 in-person 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 (“Lincoln”) (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 Annex K to this proxy statement/prospectus. Please see the section entitled “The Business Combination Proposal—Fairness Opinion of Lincoln International LLC” 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 (“Sodali”), our proxy solicitor, by calling (800) 662-5200 (toll-free), or if you are a bank or a broker, by calling (203) 658-9400, 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.

This proxy statement/prospectus provides shareholders of AACT with detailed information about the Business Combination and other matters to be considered at the Extraordinary General Meeting. We encourage you to read this entire document, including the Annexes and other documents referred to in this proxy statement/prospectus, carefully and in their entirety. It also contains or references information about AACT, Legacy Kodiak and Kodiak and certain related matters. In particular, when you consider the recommendation regarding the 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 an initial 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 the Trust Account. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal—Certain Interests of AACT’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 28 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated       , 2025, and is first being mailed to AACT’s shareholders on or about       , 2025.

viii

ARES ACQUISITION CORPORATION II

A Cayman Islands Exempted Company

245 Park Avenue, 44th Floor

New York, New York 10167

NOTICE OF EXTRAORDINARY GENERAL MEETING TO BE HELD ON    , 2025

TO THE SHAREHOLDERS OF ARES ACQUISITION CORPORATION II:

NOTICE IS GIVEN that an extraordinary general meeting (including any adjournments or postponements of the extraordinary general meeting, the “Extraordinary General Meeting”) of Ares Acquisition Corporation II, a Cayman Islands exempted company (“AACT”), 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 “Memorandum and Articles of Association”), 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:

Proposal No. 1 — The Business Combination Proposal — 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 Annex A (as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among AACT, AAC II Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of AACT (“Merger Sub”), and Kodiak Robotics, Inc., a Delaware corporation (“Legacy Kodiak”), pursuant to which, at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”) 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 “Business Combination.” We refer to this proposal as the “Business Combination Proposal.”

Proposal No. 2 — The Domestication Proposal — To consider and vote upon a proposal to approve, by special resolution, 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 (the “Domestication”). The Domestication will be effected 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 “Proposed Certificate of Incorporation”) 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.” (“Kodiak”). 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 “Domestication Proposal.”

Proposal No. 3 — The Stock Issuance Proposal — 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 (“NYSE”) Listed Company Manual: (i) the issuance (or reservation for issuance) of shares of common stock of Kodiak, par value $0.0001 per share (“Kodiak Common Stock”), 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 “PIPE Investment”); 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 “Stock Issuance Proposal.”

Proposal No. 4 — The Organizational Documents Proposal — 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 “Proposed Bylaws” and, together with the Proposed Certificate of Incorporation, the “Proposed Organizational Documents”) in connection with the Domestication. We refer to this proposal as the “Organizational Documents Proposal.” The form of each of the Proposed Certificate of Incorporation and the Proposed Bylaws is attached to the accompanying proxy statement/prospectus as Annex C and Annex D, respectively.

Proposal No. 5 — The Proposals — To consider and vote upon the following five separate proposals (collectively, the “Advisory Organizational Documents Proposals”) to approve on an advisory non-binding basis and as required by the applicable U.S. Securities and Exchange Commission (“SEC”) guidance, by ordinary resolution, each of the following material differences between the Memorandum and Articles of Association and the Proposed Organizational Documents:

Proposal No. 6 — The Incentive Plan Proposal — To consider and vote upon a proposal to approve by ordinary resolution, the Kodiak AI, Inc. 2025 Equity Incentive Plan (the “2025 EIP”). A form of the 2025 EIP is attached to the accompanying proxy statement/prospectus as Annex F. We refer to this proposal as the “Incentive Plan Proposal.”

Proposal No. 7 — The Employee Stock Purchase Plan Proposal — To consider and vote upon a proposal to approve by ordinary resolution, the Kodiak AI, Inc. 2025 Employee Stock Purchase Plan (the “ESPP”). A form of the ESPP is attached to the accompanying proxy statement/prospectus as Annex G. We refer to this proposal as the “Employee Stock Purchase Plan Proposal.”

Proposal No. 8 — The Director Election Proposal — 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 “Director Election Proposal,” 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 “Condition Precedent Proposals.”

Proposal No. 9 — The Adjournment Proposal — 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 “Adjournment Proposal.”

These items of business are described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of Class A ordinary shares, par value $0.0001 per share, of AACT (“AACT Class A Ordinary Shares”) (including those held by AACT’s sponsor, Ares Acquisition Holdings II LP (the “Sponsor”)) at the close of business on       , 2025 (the “Record Date”) 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 two-thirds 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.

The approval of each of the Business Combination Proposal, the Stock Issuance Proposal, the Advisory Organizational Documents Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued AACT Ordinary Shares, who are present in person, virtually or represented by proxy and entitled to vote on the respective proposal at the Extraordinary General Meeting.

The accompanying proxy statement/prospectus and proxy card are being provided to AACT’s shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, all of AACT’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and the documents referred to in the accompanying proxy statement/prospectus, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 28 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of AACT (the “AACT Board”) and the special committee of the AACT Board, which consists of its independent directors (the “Special Committee”) 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 “The Business Combination Proposal—Certain Interests of AACT’s Directors and Officers and Others in the Business Combination” 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 “The Business Combination Proposal - Related Agreements” and “Certain Relationships and Related Party Transactions” 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 (“IPO”), whether purchased in our IPO or following our IPO in the open market (a “Public Shareholder,” and such shares, “Public 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 “Redemption Deadline”) in order for their Public Shares to be redeemed.

Public Shareholders may elect to redeem Public Shares held by them, regardless of if or how they vote in respect of the Business Combination Proposal, and regardless of whether they hold Public Shares on the Record Date. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank.

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 per-share price, payable in cash, equal to the pro rata portion of the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the Closing, including interest earned on the Trust Account (net of taxes paid or payable, if any). For illustrative purposes, based on the Trust Account balance as of May 1, 2025, this would have amounted to approximately $11.19 per Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares.

Prior to exercising redemption rights, Public Shareholders should verify the market price of the Public Shares, as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. AACT cannot assure its shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price stated above, as there may not be sufficient liquidity in its securities when our shareholders wish to sell their Public Shares.

Any request for redemption, once made by a holder of AACT Class A Ordinary Shares, may not be withdrawn following the Redemption Deadline, unless the AACT Board determines (in its sole discretion) to permit such withdrawal of a redemption request (which it may do in whole or in part).

Any corrected or changed written exercise of redemption rights must be received by the Transfer Agent prior to the Redemption Deadline, and, following such deadline, with AACT’s consent, prior to the Extraordinary General Meeting. No request for redemption will be honored unless the Public Shareholder’s shares have been delivered (either physically or electronically through DTC) to the Transfer Agent by 5:00 p.m., Eastern Time, on     , 2025 (two business days prior to the initially scheduled date of the Extraordinary General Meeting).

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

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares sold in our IPO. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares sold in our IPO, then any such shares in excess of that 15% limit would not be redeemed for cash.

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 “Sponsor Support Agreement”). 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 per-share Redemption Price. As of the Record Date, the Sponsor owns approximately    % of the issued and outstanding AACT Ordinary Shares.

The consummation of the Business Combination Agreement is conditioned upon the satisfaction or written waiver (where permissible) by the parties to the Business Combination Agreement of certain customary closing conditions. These conditions include: (i) the approval by AACT’s shareholders of the Condition Precedent 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 S-4 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 “The Business Combination Proposal—Business Combination Agreement—Closing Conditions.”

The AACT Units, AACT Class A Ordinary Shares and Public Warrants are currently listed on the NYSE under the symbols “AACT.U,” “AACT” and “AACT WS,” respectively. Pursuant to the terms of the Business Combination Agreement, AACT is required to cause the Kodiak Common Stock issued in the Domestication to be approved for listing on the NYSE, The NASDAQ Stock Market LLC, or such other stock exchange as mutually agreed by Legacy Kodiak and AACT (the “Stock Exchange”). There can be no assurance that such listing condition will be met. If the listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. Following the Closing, Kodiak Common Stock and Kodiak Warrants will be listed, subject to the approval of the Stock Exchange, under the proposed symbols “KDK” and “KDK WS,” respectively. We may not have received confirmation from a Stock Exchange of approval of the listing of the Kodiak Common Stock and Kodiak Warrants at the time of the Extraordinary General Meeting or prior to the Closing. The listing condition to the Closing may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in the accompanying proxy statement/prospectus without such confirmation. Further, it is possible that such confirmation may never be received, and the Business Combination could still be consummated if such condition is waived. In such event, the Kodiak Common Stock and Kodiak Warrants may not be listed on any Stock Exchange.

Your vote is very important. 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.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person or virtually, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting and will not be voted. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person or virtually, you may withdraw your proxy and vote in person or virtually.

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 “EXTRAORDINARY GENERAL MEETING OF AACT - REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

On behalf of the AACT Board, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

Sincerely,

David B. Kaplan

Co-Chairman of the Board of Directors

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated    , 2025 and is first being mailed to shareholders on or about    , 2025.

TABLE OF CONTENTS

i

REFERENCES TO ADDITIONAL INFORMATION

The proxy statement/prospectus incorporates important business and financial information about Legacy Kodiak and AACT that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/prospectus or other information concerning AACT and Legacy Kodiak, without charge, upon written or oral request directed to AACT’s Chief Executive Officer at 245 Park Avenue, 44th Floor, New York, New York 10167; or Sodali & Co, our proxy solicitor, by calling (800) 662-5200, or if you are a bank or a broker, by calling (203) 658-9400, or by emailing AACT.info@investor.sodali.com, or from the SEC through the SEC website at the address provided above.

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:

“2025 EIP” means the Kodiak AI, Inc. 2025 Equity Incentive Plan, which will become effective upon the Closing. A copy of the 2025 EIP is attached to this proxy statement/prospectus as Annex F.

“50% Redemption Scenario” means a scenario in which 50% of AACT Class A Ordinary Shares currently held by Public Shareholders are redeemed.

“A&R Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement to be entered into by and among Kodiak, the Sponsor, certain Legacy Kodiak Securityholders and certain other parties to the A&R Registration Rights Agreement upon the completion of the Business Combination. A form of the A&R Registration Rights Agreement in substantially the form it will be executed in connection with the Closing is attached to this proxy statement/prospectus as Annex E.

“AACT” means Ares Acquisition Corporation II. 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 named “Kodiak AI, Inc.”

“AACT Board” means the board of directors of AACT.

“AACT Class A Ordinary Shares” means the Class A ordinary shares of AACT, par value $0.0001 per share.

“AACT Class B Ordinary Shares” means the Class B ordinary shares of AACT, par value $0.0001 per share.

“AACT Ordinary Shares” collectively, means the AACT Class A Ordinary Shares and the AACT Class B Ordinary Shares.

“AACT Preference Shares” means a preference share of a par value of $0.0001 in the share capital of AACT.

“AACT Units” means the units sold in the IPO (including pursuant to the overallotment option), each consisting of one AACT Class A Ordinary Share and one-half of one Public Warrant.

“AACT Warrant” means, collectively, the Public Warrants and the Private Placement Warrants.

“Adjournment Proposal” means the proposal to be considered at the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, either: (i) to permit further solicitation and vote of proxies if it is determined by AACT that more time is necessary or appropriate to approve one or more proposals at the Extraordinary General Meeting; or (ii) if the AACT Board determines that an adjournment is otherwise required as described more fully below.

iii

“Advisory Organizational Documents Proposals” means the five proposals to be considered at the Extraordinary General Meeting to approve, on a non-binding advisory basis and as required by applicable SEC guidance, certain material differences between the Memorandum and Articles of Association and the Proposed Organizational Documents.

“Aggregate Consideration” means a number of shares of Kodiak Common Stock equal to: (i) the Base Purchase Price; divided by (ii) the Redemption Price. The number of shares of Kodiak Common Stock shall be rounded down to the nearest whole share.

“Ancillary Documents” has the meaning given to it in the Business Combination Agreement.

“Ares” means Ares Management Corporation, a Delaware corporation.

“autonomous” driving means operation of a vehicle using autonomous driving technology with a safety driver in the vehicle.

“Base Purchase Price” means $2.5 billion, subject to adjustment in limited circumstances not currently anticipated as set forth in the Business Combination Agreement.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of April 14, 2025, by and among AACT, Merger Sub and Legacy Kodiak, as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms. A current copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

“Business Combination Proposal” means the proposal to be considered at the Extraordinary General Meeting to approve the Business Combination.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date the Closing occurs.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Combination Period” means the period ending on January 26, 2026, or such earlier date as the AACT Board may approve or such later date as the shareholders may approve in accordance with the Memorandum and Articles of Association.

“Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“Company Support Agreement” means the agreements pursuant to which the founder and certain Legacy Kodiak Stockholders have agreed, among other things and subject to certain terms and conditions, to vote to adopt and approve the Business Combination. A copy of the form of Company Support Agreement is attached to this proxy statement/prospectus as Annex I.

“Condition Precedent Proposals” means, collectively, the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, and the Director Election Proposal.

“Contribution” means the Sponsor’s monthly $987,194.24 deposits into the Trust Account.

“Converted AACT Class A Ordinary Shares” means the Sponsor’s 12,500,000 shares of AACT Class A Ordinary Shares that were converted from AACT Class B Ordinary Shares.

iv

“DGCL” means the Delaware General Corporation Law, as amended.

“Director Election Proposal” means the proposal to be considered at the Extraordinary General Meeting to elect seven directors to serve on the Kodiak Board until their respective successors are duly elected and qualified.

“Domestication” means the deregistration of AACT as an exempted company registered under the laws of the Cayman Islands and registration by way of continuation and domestication of AACT into a Delaware corporation under the applicable provisions of the Memorandum and Articles of Association, the Companies Act and the DGCL. The term “Domestication” includes all matters and necessary or ancillary changes in order to effect such domestication, including the adoption of the Proposed Certificate of Incorporation (a form of which is attached to this proxy statement/prospectus as Annex C) consistent with the DGCL and changing the name of the registered agent and the address of the registered office of AACT.

“Domestication Proposal” means the proposal to be considered at the Extraordinary General Meeting to approve by special resolution the Domestication.

“driverless” driving means operation of a vehicle using autonomous driving technology without a safety driver in the vehicle.

“DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.

“Earn Out Period” means the time period beginning on the Closing Date 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).

“Earn Out RSUs” means an award of Kodiak restricted stock units covering a number of shares of Kodiak Common Stock equal to the product of: (i) the number of shares of Legacy Kodiak Common Stock that were issuable upon exercise of such Legacy Kodiak Option as of immediately prior to the Closing; multiplied by (ii) Per Option Share Earn Out RSU Amount (as defined in the Business Combination Agreement). Each Earn Out RSU will be issued shortly following Closing and be subject to certain service-based vesting conditions. One-third of such Earn Out RSUs will become eligible to vest upon the occurrence of each Triggering Event.

“Earn Out Securities” means the 75,000,000 shares of Kodiak Common Stock and Earn Out RSUs that Legacy Kodiak Securityholders will be eligible to receive or will vest, respectively, upon satisfaction of certain milestones during the Earn Out Period and, for the Earn Out RSUs, upon the satisfaction of certain service-based conditions.

“Employee Stock Purchase Plan Proposal” means the proposal to be considered at the Extraordinary General Meeting to approve the ESPP.

“ESPP” means the Kodiak AI, Inc. 2025 Employee Stock Purchase Plan, which will become effective upon the Closing. A copy of the ESPP is attached to this proxy statement/prospectus as Annex G.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchanged Kodiak Option” means an option to purchase a number of shares of Kodiak Common Stock issued upon the automatic conversion of a Legacy Kodiak Option that is outstanding and unexercised as of immediately prior to the Closing.

“Exchanged SAFE Loan” means the $10.0 million Second Lien Loan, together with any accrued and unpaid interest thereon, issued to the Sponsor Affiliate Investor in exchange for its $10.0 million SAFE.

“Extension” means the extension of the date by which AACT must consummate an initial business consummation from April 25, 2025 to January 26, 2026, or such earlier date as the AACT Board may approve or

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.

“Extraordinary General Meeting” means the extraordinary general meeting of AACT’s shareholders, to be held at     , Eastern Time, on     , 2025 at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, NY 10022 and virtually at https://www.cstproxy.com/aresacquisitioncorporationii/egm2025, and any adjournments or postponements of such extraordinary general meeting.

“Founder Shares” means the Sponsor’s 12,500,000 AACT Class B Ordinary Shares or Converted AACT Class A Ordinary Shares, as the context so requires.

“GAAP” means U.S. generally accepted accounting principles.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Incentive Plan Proposal” means the proposal to be considered at the Extraordinary General Meeting to approve the 2025 EIP.

“Insiders” means the Sponsor and each director and officer of AACT.

“Investment Company Act” means the Investment Company Act of 1940, as it may be amended.

“IPO” means AACT’s initial public offering of the AACT Units, AACT Class A Ordinary Shares and Public Warrants pursuant to the registration statement on Form S-1 which was declared effective by the SEC on April 20, 2023 (SEC File No. 333-270951), whereby AACT completed the offer and sale of 50,000,000 AACT Units.

“Kodiak” means AACT as of and following the Domestication, whose name will be changed to Kodiak AI, Inc.

“Kodiak Board” means the board of directors of Kodiak.

“Kodiak Common Stock” means the common stock of Kodiak, par value $0.0001 per share.

“Kodiak OpCo” means, immediately following the Closing, Kodiak Robotics, Inc., a Delaware corporation, as the surviving corporation of the Merger and a direct wholly-owned subsidiary of Kodiak.

“Kodiak Preferred Stock” means the preferred stock of Kodiak, par value $0.0001 per share.

“Kodiak Warrant” means a redeemable warrant exercisable for one share of Kodiak Common Stock.

“Legacy Kodiak” means Kodiak Robotics, Inc., a Delaware corporation, prior to the Closing.

“Legacy Kodiak Board” means the board of directors of Legacy Kodiak.

“Legacy Kodiak Common Stock” means the common stock of Legacy Kodiak, par value $0.000001 per share, including any Legacy Kodiak Preferred Stock that converts to common stock pursuant to its terms immediately prior to the Merger.

vi

“Legacy Kodiak Option” means each option of Legacy Kodiak that is outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested.

“Legacy Kodiak Preferred Stock” means the Legacy Kodiak Series Seed Preferred Stock, the Legacy Kodiak Series A Preferred Stock, the Legacy Kodiak Series B-1 Preferred Stock and the Legacy Kodiak Series B-2 Preferred Stock.

“Legacy Kodiak Securityholders” means the securityholders of Legacy Kodiak prior to the Closing.

“Legacy Kodiak Series A Preferred Stock” means the Series A Preferred Stock of Legacy Kodiak, $0.000001 par value per share.

“Legacy Kodiak Series B-1 Preferred Stock” means the Series B-1 Preferred Stock of Legacy Kodiak, $0.000001 par value per share.

“Legacy Kodiak Series B-2 Preferred Stock” means the Series B-2 Preferred Stock of Legacy Kodiak, $0.000001 par value per share.

“Legacy Kodiak Series Seed Preferred Stock” means the Series Seed Preferred Stock of Legacy Kodiak, $0.000001 par value per share.

“Legacy Kodiak Stockholders” means the stockholders of Legacy Kodiak prior to the Closing.

“Letter Agreement” means the letter agreement, dated as of April 20, 2023, by and among AACT, the Sponsor and AACT’s officers and directors entered into in connection with the IPO.

“Lincoln” means Lincoln International LLC, financial advisor to the Special Committee.

“Maturity Date” means the earlier of (i) the consummation of the Business Combination or another initial business combination, and (ii) the last day that AACT has to complete a business combination in accordance with the Memorandum and Articles of Association, as then in effect.

“Maximum Redemption Scenario” means a scenario in which 100% of AACT Class A Ordinary Shares currently held by Public Shareholders are redeemed.

“Memorandum and Articles of Association” means the amended and restated memorandum and articles of association of AACT, as amended from time to time. A current copy of the Memorandum and Articles of Association is attached to this proxy statement/prospectus as Annex B.

“Merger” means the merger of Merger Sub with and into Legacy Kodiak, with Legacy Kodiak surviving, as part of the Business Combination.

“Merger Sub” means AAC II Merger Sub, Inc., a Delaware corporation.

“No Redemption Scenario” means a scenario in which no shares of AACT Class A Ordinary Shares currently held by Public Shareholders are redeemed.

“NYSE” means The New York Stock Exchange.

“Organizational Documents Proposal” means the proposal to be considered at the Extraordinary General Meeting to approve by special resolution the Proposed Certificate of Incorporation and the Proposed Bylaws. A copy of each of the Proposed Certificate of Incorporation and the Proposed Bylaws is attached to this proxy statement/prospectus as Annex C and Annex D, respectively.

vii

“Overfunding Loans” means the $5,000,000 of loans extended by the Sponsor to AACT at the time of the IPO, which were placed in the Trust Account for the benefit of the Public Shareholders.

“Per Share Merger Consideration” means the quotient obtained by dividing: (i) the aggregate number of shares of Kodiak Common Stock to be issued to Legacy Kodiak Securityholders at the Closing of the Business Combination by (ii) the fully-diluted capitalization of Legacy Kodiak as of immediately prior to the Closing.

“Person” means any individual, firm, corporation, company, partnership, exempted limited partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind.

“PIPE Investment” means the sale of shares of Kodiak Common Stock in a private placement consummated prior to or substantially concurrently with the Closing.

“PIPE Investors” means the investors in the PIPE Investment pursuant to the PIPE Subscription Agreements.

“PIPE Stock” means the shares of Kodiak Common Stock to be purchased in the PIPE Investment.

“PIPE Subscription Agreements” means the subscription agreements entered into or to be entered into between AACT and each of the PIPE Investors in connection with the PIPE Investment. A copy of the form of PIPE Subscription Agreement is attached to this proxy statement/prospectus as Annex J.

“Private Placement Warrants” means (i) the 14,300,000 warrants, each exercisable for one AACT Class A Ordinary Share (or, following the Domestication, one share of Kodiak Common Stock) at $11.50 per share, purchased by the Sponsor for an aggregate purchase price of $14.3 million, or $1.00 per warrant, in a private placement that closed simultaneously with the IPO; and (ii) as of and following the Closing, the 14,300,000 warrants, each exercisable for one share of Kodiak Common Stock at $11.50 per share, held by the Sponsor.

“Proposed Bylaws” mean the proposed bylaws of Kodiak to be in effect immediately following the Domestication and Business Combination, a form of which is attached to this proxy statement/prospectus as Annex D.

“Proposed Certificate of Incorporation” means the proposed certificate of incorporation of Kodiak to be in effect immediately following the Domestication and the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex C.

“Proposed Organizational Documents” means the Proposed Certificate of Incorporation and the Proposed Bylaws.

“Public Shareholders” means the holders of Public Shares.

“Public Shares” means the AACT Class A Ordinary Shares sold in the IPO (whether they were purchased in the IPO as part of the AACT Units or following the IPO in the open market).

“Public Warrant” means the redeemable warrants included in the AACT Units, each exercisable for one AACT Class A Ordinary Share (or, following the Domestication, one share of Kodiak Common Stock) at an exercise price of $11.50.

“Public Warrant Holders” means the holders of the Public Warrants.

viii

“Purchaser Unaffiliated Shareholders” means holders of AACT Ordinary Shares other than (i) the Sponsor; (ii) officers, directors or affiliates of AACT; (iii) holders of AACT Ordinary Shares who elect to redeem their shares prior to or in connection with the Business Combination; and (iv) holders of Cancelled Shares and Dissenting Shares (each as defined in the Business Combination Agreement).

“Record Date” means    , 2025.

“Redemption” means each redemption of Public Shares for cash pursuant to the Memorandum and Articles of Association.

“Redemption Price” means an amount equal to each Public Share’s pro rata portion of the aggregate amount then on deposit in the Trust Account in accordance with the Memorandum and Articles of Association. The Redemption Price will be calculated two business days prior to the completion of the Business Combination in accordance with the Memorandum and Articles of Association.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Lien Conversion Price” means the lower of the transaction price in the Business Combination and 90% of the lowest price per share paid by any PIPE Investor at the Closing.

“Second Lien Conversion Shares” means the shares of common stock of Legacy Kodiak, or in certain limited circumstances not expected at this time, other equity securities of Legacy Kodiak into which the Second Lien Loans (together with any accrued but unpaid interest on such Second Lien Loans) will convert as of immediately prior to the Effective Time in accordance with the Second Lien Loan and Security Agreement in connection with the consummation of the Business Combination.

“Second Lien Loans” means convertible loans under the Second Lien Loan and Security Agreement that Legacy Kodiak entered into concurrently with the execution of the Business Combination Agreement.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Shareholder Proposals” means, collectively: (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) if presented to the Extraordinary General Meeting, the Adjournment Proposal.

“Signing Date” means April 14, 2025.

“Sodali” means Sodali & Co, AACT’s proxy solicitor.

“Special Committee” means the special committee of the board of directors of AACT, which consists of independent directors.

“Sponsor” means Ares Acquisition Holdings II LP, a Cayman Islands exempted limited partnership and acting through its general partner, Ares Acquisition Holdings II.

“Sponsor Earn Out Securities” means the 6,250,000 shares of Kodiak Common Stock held by the Sponsor that will be subject to vesting and vest upon the occurrence of Triggering Event I.

ix

“Sponsor Support Agreement” means the Sponsor Support Agreement, dated as of April 14, 2025, by and among AACT, Legacy Kodiak and the Sponsor, as it may be further amended and supplemented from time to time. A copy of the Sponsor Support Agreement is attached to this proxy statement/prospectus as Annex H.

“Stock Exchange” means the NYSE, The NASDAQ Stock Market LLC, or such other securities exchange as mutually agreed by AACT and Legacy Kodiak.

“Stock Issuance Proposal” means the proposal to be considered at the Extraordinary General Meeting to approve: (i) the issuance (or reservation for issuance) of shares of Kodiak Common Stock in connection with the Business Combination and the shares of Kodiak Common Stock issued under the PIPE Subscription Agreements; 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, in each case for purposes of complying with the applicable provisions of Section 312.03 of the NYSE Listed Company Manual.

“Transaction Documents” means the Business Combination Agreement and each of the agreements and instruments contemplated by the Business Combination Agreement or otherwise related to the transactions contemplated by the Business Combination Agreement and such other agreements or instruments contemplated by the Business Combination Agreement, in each case, that was executed and delivered on the date of the Business Combination Agreement or on or prior to the date of Closing by a Legacy Kodiak Securityholder, Legacy Kodiak, AACT, the Sponsor and any of their respective affiliates. These include the Sponsor Support Agreement, the Company Support Agreements, the A&R Registration Rights Agreement, the Proposed Certificate of Incorporation, the Proposed Bylaws and all documents, agreements, instruments and certificates entered into in connection with such agreements and any and all exhibits and schedules to such agreements.

“Transaction Proposals” means, collectively: (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; and (viii) the Director Election Proposal.

“Transfer Agent” means the Continental Stock Transfer & Trust Company.

“Triggering Event” means any of the Triggering Event I, Triggering Event II or Triggering Event III.

“Triggering Event I” shall have occurred if, at any time during the Earn Out Period, the volume-weighted average price of one share of AACT Ordinary Shares as reported on the stock exchange (or the exchange on which the shares of AACT Ordinary Shares are then listed) exceeds the Triggering Event I Threshold for 20 out of 30 consecutive trading days.

“Triggering Event I Threshold” means $18.00, provided that such amount shall be adjusted as appropriate to reflect any stock splits, reverse stock splits, stock dividends, extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction with respect to AACT Ordinary Shares occurring during the Earn Out Period.

“Triggering Event II” shall have occurred if, at any time during the Earn Out Period, the volume-weighted average price of one share of AACT Ordinary Shares as reported on the stock exchange (or the exchange on which the shares of AACT Ordinary Shares are then listed) exceeds the Triggering Event II Threshold for 20 out of 30 consecutive trading days.

“Triggering Event II Threshold” means $23.00, provided that such amount shall be adjusted as appropriate to reflect any stock splits, reverse stock splits, stock dividends, extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction with respect to AACT Ordinary Shares occurring during the Earn Out Period.

x

“Triggering Event III” shall have occurred if, at any time during the Earn Out Period, the volume-weighted average price of one share of AACT Ordinary Shares as reported on the stock exchange (or the exchange on which the shares of AACT Ordinary Shares are then listed) exceeds the Triggering Event II Threshold for 20 out of 30 consecutive trading days.

“Triggering Event III Threshold” means $28.00, provided that such amount shall be adjusted as appropriate to reflect any stock splits, reverse stock splits, stock dividends, extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction with respect to AACT Ordinary Shares occurring during the Earn Out Period.

“Trust Account” means the trust account of AACT, which holds the net proceeds from the IPO, the sale of the Private Placement Warrants, the Overfunding Loans and the Contributions, together with interest earned on the net proceeds, less amounts released to pay taxes.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of April 20, 2023, by and between AACT and Transfer Agent.

“Warrant Agreement” means the Warrant Agreement, dated as of April 20, 2023, between AACT and Transfer Agent, which governs the outstanding Public Warrants.

“Working Capital Loan” means the loans (separate from the Overfunding Loans) that the Sponsor or an affiliate of the Sponsor may provide to AACT in order for AACT to finance transaction costs in connection with a business combination.

Share Calculations and Ownership Percentages

Unless otherwise specified (including in the sections of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to Kodiak’s stockholders following the Closing are for illustrative purposes only and assume the following:

xi

xii

MARKET AND INDUSTRY DATA

We are responsible for the disclosure contained in this proxy statement/prospectus. Unless otherwise indicated, information contained in this proxy statement/prospectus concerning the market and the industry in which Legacy Kodiak competes, including our market position, general expectations of market opportunity, size and growth rates, is based on information from various third-party sources, periodic industry publications, including from those listed below, as well as from filings of public companies in our industry, Legacy Kodiak’s knowledge of the markets for its services and solutions, and assumptions made by Legacy Kodiak based on such sources and knowledge. This information and any estimates provided in this proxy statement/prospectus involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable but that there can be no assurance as to the accuracy or completeness of such information. Notwithstanding the foregoing, we are liable for the information provided in this proxy statement/prospectus. Each publication, study and report is as of its original publication date (and not as of the date of this proxy statement/prospectus). While we are responsible for all of the disclosure in this proxy statement/prospectus and believe the third-party information and our internal research, data and estimates contained in this proxy statement/prospectus to be reliable, neither we nor our advisors have independently verified any third-party information nor has any independent source verified our internal research, data and estimates. The industry in which Legacy Kodiak engages or proposes to engage is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the sections of this proxy statement/prospectus entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors—Risks Related to Legacy Kodiak—Risks Related to Our Business” and elsewhere in this proxy statement/prospectus.

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:

xii

xiii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. These 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

xiv

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.

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 very 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:

xv

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.

xvi

QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF AACT

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the proposals to be presented at the Extraordinary General Meeting, including with respect to the Business Combination. The following questions and answers do not include all the information that may be important to AACT’s shareholders. AACT urges shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to in this proxy statement/prospectus, carefully and in their entirety to fully understand the Business Combination and the voting procedures for the Extraordinary General Meeting, which will be held at    , Eastern Time, on     , 2025 at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, NY 10022, and virtually via live webcast. To participate in the Extraordinary General Meeting online, visit https://www.cstproxy.com/aresacquisitioncorporationii/egm2025 and enter the 12-digit control number included on your proxy card. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the Extraordinary General Meeting, as described in this proxy statement/prospectus.

As a condition to the Closing, and at least one day prior to the Closing, AACT will change its jurisdiction of incorporation by effecting a deregistration under Section 206 of the Companies Act and a domestication under Section 388 of the DGCL, pursuant to which AACT’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. In connection with the Extension, the Sponsor converted all of its AACT Class B Ordinary Shares into Converted AACT Class A Ordinary Shares. In connection with the Domestication: (i) each of the then issued and outstanding AACT Class A Ordinary Shares will convert automatically, on a one-for-one basis, into a share of Kodiak Common Stock; (ii) each of the then issued and outstanding AACT Warrants will convert automatically into a Kodiak Warrant; and (iii) each then issued AACT Unit will automatically be cancelled and each holder of AACT Units will be entitled to one share of Kodiak Common Stock and one-half of one Kodiak Warrant. No fractional Kodiak Warrants will be issued upon such cancellation of AACT Units.

You are receiving this proxy statement/prospectus in connection with the Extraordinary General Meeting. AACT is holding the Extraordinary General Meeting to, among other things, obtain the approvals required for the Business Combination and the other transactions contemplated by the Business Combination Agreement. See the section entitled “The Business Combination Proposal” of this proxy statement/prospectus for additional information.

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.

xvii

This document constitutes a proxy statement and a prospectus of AACT. It is a proxy statement because the AACT Board is soliciting proxies from its shareholders using this proxy statement/prospectus. It is a prospectus because AACT, in connection with the Business Combination, is offering shares of Kodiak Common Stock in exchange for the AACT Ordinary Shares and certain of the shares of Legacy Kodiak Common Stock outstanding as of the relevant times as described in this proxy statement/prospectus. See the section entitled “The Business Combination Proposal—The Business Combination Agreement—Business Combination Consideration” of this proxy statement/prospectus for additional information.

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.

If AACT’s shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could be terminated, and the Business Combination may not be consummated. See the sections of this proxy statement/prospectus entitled “The Business Combination Proposal,” “The Domestication Proposal,” “The Stock Issuance Proposal,” “The Organizational Documents Proposal,” “The Incentive Plan Proposal,” “The Employee Stock Purchase Plan Proposal,” and “The Director Election Proposal.”

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

xviii

AACT and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals. 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 “The Business Combination Proposal—Certain Interests of AACT’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

Legacy Kodiak is a leading provider of AI-powered autonomous vehicle technology that is designed to help tackle some of the toughest driving jobs. Based on AACT’s due diligence investigations of Legacy Kodiak and the industry in which it operates, including the financial and other information provided by Legacy Kodiak in the course of AACT’s due diligence, the AACT Board, including the Special Committee, believes that the Business Combination with Legacy Kodiak is in the best interests of AACT and its shareholders and presents an opportunity to increase shareholder value. See “The Business Combination Proposal—The AACT Board’s and the Special Committee’s Reasons for the Approval of the Business Combination” of this proxy statement/prospectus for additional information.

xix

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.

Please review the information in the section entitled “Material U.S. Federal Income Tax Considerations of the Merger” of this proxy statement/prospectus for a more complete description of the material U.S. federal income tax consequences of the Merger to Legacy Kodiak U.S. holders. The discussion of the material U.S. federal income tax consequences contained in this proxy statement/prospectus is intended to provide only a general discussion. The tax consequences of the Merger to any particular Legacy Kodiak Stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, you are urged to consult your own tax advisor to determine your tax consequences from the Merger, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

The second table below presents the post-Closing share ownership of Kodiak under the same redemption scenarios but inclusive of the dilutive effect of: (i) the Earn Out Securities; (ii) the Sponsor Earn Out Securities; (iii) the Private Placement Warrants; and (iv) the Public Warrants. Footnotes for both tables are set forth below the second table.

xx

For more information, please see the sections of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities.”

xxi

Pursuant to the PIPE Subscription Agreements, a PIPE Investor may elect to reduce the number of shares of PIPE Stock it is obligated to purchase under its PIPE Subscription Agreement, on a one-for-one basis, up to the total amount of shares of PIPE Stock subscribed for under the PIPE Subscription Agreement, to the extent the PIPE Investor: (i) purchases AACT Class A Ordinary Shares in open market transactions at a price less than the Redemption Price prior to the Record Date (the “Open Market Purchase Shares”); or (ii) beneficially owned any AACT Class A Ordinary Shares as of the date of its PIPE Subscription Agreement (the “Currently Owned Shares”). With respect to Open Market Purchase Shares, a PIPE Investor must agree to: (A) not sell or otherwise transfer any Open Market Purchase Shares prior to the Closing; (B) not vote any Open Market Purchase Shares in favor of approving the Business Combination or any extension of AACT and instead submit a proxy abstaining from voting on such proposal; and (C) to the extent such PIPE Investor has the right to have any of its Open Market Purchase Shares redeemed for cash in connection with the Closing or in connection with any extension of AACT, not exercise any such redemption rights. With respect to Currently Owned Shares, a PIPE Investor must agree to: (A) not sell or otherwise transfer any Currently Owned Shares prior to the Closing; (B) vote all of its Currently Owned Shares in favor of approving the Business Combination or any extension of AACT; and (C) to the extent such PIPE Investor has the right to have any of its Currently Owned Shares redeemed for cash in connection with the Closing or in connection with any extension of AACT, not exercise any such redemption rights. For more information, see “The Business Combination Proposal—Related Agreements—PIPE Subscription Agreement.”

A copy of the form of PIPE Subscription Agreement is attached to this proxy statement/prospectus as Annex J, which you are encouraged to read in its entirety.

xxii

To effect the Domestication, AACT will file an application to deregister with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents and fees, and file the Proposed Certificate of Incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which AACT will be domesticated and continue as a Delaware corporation.

The approval of the Domestication Proposal is a condition to closing the Business Combination under the Business Combination Agreement. The approval of the Domestication Proposal requires a special resolution under the Companies Act and the Memorandum and Articles of Association, being the affirmative vote of holders of at least two-thirds of the AACT Ordinary Shares, who, being present in person, virtually or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting.

xxiii

AACT does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication. However, the determination of earnings and profits is complex and may be impacted by numerous factors (including matters discussed in this proxy statement/prospectus). It is possible that the amount of AACT’s cumulative net earnings and profits could be positive through the date of the Domestication.

As discussed more fully under “Material U.S. Federal Income Tax Considerations Related to AACT - II. U.S. Holders - A. Tax Effects of the Domestication to U.S. Holders - 5. PFIC Considerations,” AACT believes that it is likely classified as a PFIC for U.S. federal income tax purposes. If AACT were classified as a PFIC for U.S. federal income tax purposes, then notwithstanding the U.S. federal income tax consequences of the Domestication discussed in the foregoing, proposed Treasury Regulations under Section 1291(f) of the Code and certain other PFIC rules (which have retroactive proposed effective dates), if finalized in their current form, generally would require a U.S. Holder to recognize gain on the exchange of AACT Class A Ordinary Shares, AACT Units or AACT Warrants for Kodiak Common Stock or Kodiak Warrants pursuant to the Domestication. Any such gain would be taxable income with no corresponding receipt of cash in the Domestication. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. The proposed Treasury Regulations provide coordinating rules with other sections of the Code, including Section 367(b), which affect the manner in which the rules under such other sections apply to transfers of PFIC stock. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code and such other PFIC rules may be adopted and how any such Treasury Regulations would apply. Importantly, however, U.S. Holders that make or have made certain elections discussed further under “Material U.S. Federal Income Tax Considerations Related to AACT - II. U.S. Holders - A. Tax Effects of the Domestication to U.S. Holders - 5. PFIC Considerations - d. QEF Election and Mark-to-Market Election” with respect to their AACT Class A Ordinary Shares are generally not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. Under current law, no such elections may be made with respect to AACT Warrants. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see “Material U.S. Federal Income Tax Considerations Related to AACT - II. U.S. Holders- A. Tax Effects of the Domestication to U.S. Holders - 5. PFIC Considerations.”

Each U.S. Holder is urged to consult its own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of AACT Class A Ordinary Shares, AACT Units and AACT Warrants for Kodiak Common Stock and Kodiak Warrants pursuant to the Domestication.

Moreover, U.S. Holders of AACT Class A Ordinary Shares exercising redemption rights will be subject to the potential tax consequences of the Domestication.

Additionally, the Domestication may cause Non-U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations Related to AACT - III. Non-U.S. Holders”) to become subject to U.S. federal withholding taxes on any amounts treated as dividends paid in respect of such Non-U.S. Holder’s Kodiak Common Stock after the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders of AACT Class A Ordinary Shares, AACT Units or AACT Warrants are urged to consult their tax advisor regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “Material U.S. Federal Income Tax Considerations Related to AACT.”

xxiv

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares sold in our IPO. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares sold in our IPO, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor has agreed to waive its redemption rights with respect to all of the Converted AACT Class A Ordinary Shares in connection with the Closing. The Converted AACT Class A Ordinary Shares will be excluded from the pro rata calculation used to determine the per-share Redemption Price.

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 before the initially scheduled date of the Extraordinary General Meeting) in order for their Public Shares to be redeemed (the “Redemption Deadline”).

The address of Transfer Agent is listed under the question “Who can help answer my questions?” of this proxy statement/prospectus.

Public Shareholders will be entitled to request that their Public Shares be redeemed for the Redemption Price. For illustrative purposes, as of May 1, 2025, this would have amounted to approximately $11.19 per issued and outstanding Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of AACT’s creditors, if any, which could have priority over the claims of the Public Shareholders. The per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote, how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to Public Shareholders electing to redeem their Public Shares will be distributed promptly after the Closing.

Any request for redemption, once made by a holder of Public Shares, may not be withdrawn following the Redemption Deadline, unless the AACT Board determines (in its sole discretion) to permit such withdrawal of a redemption request (which it may do in whole or in part). Furthermore, if a holder of a Public Share delivers its share certificates (if any) along with the redemption forms in connection with an election of its redemption and subsequently decides prior to the Redemption Deadline not to elect to exercise such rights, it may simply request that AACT permit the withdrawal of the request for redemption and instruct the Transfer Agent, to return the share certificates (physically or electronically). The holder can make such request by contacting the Transfer Agent at the address or email address listed in this proxy statement/prospectus.

xxv

Any corrected or changed written exercise of redemption rights must be received by the Transfer Agent at least two business days prior to the initially scheduled date of the Extraordinary General Meeting. No request for redemption will be honored unless the holder’s certificates for Public Shares (if any) along with the redemption forms have been delivered (either physically or electronically) to the Transfer Agent, at least two business days prior to the initially scheduled date of the Extraordinary General Meeting.

If a holder of Public Shares properly makes a request for redemption and the certificates for Public Shares (if any) along with the redemption forms are delivered as described above, then, if the Business Combination is consummated, Kodiak will redeem the Public Shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the Closing. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank.

If you are a holder of Public Shares and you exercise your redemption rights, such exercise will not result in the loss of any Public Warrants that you may hold.

Assuming that no more than 24,679,856 Public Shares, representing 50% of the number of Public Shares outstanding as of the date of this proxy statement/prospectus are redeemed for an aggregate payment of $276.1 million from the Trust Account, which is a potential amount of redemptions, and assuming that each redeeming Public Shareholder holds one-half of one Public Warrant for each Public Share being redeemed (representing the number of Public Warrants included in each AACT Unit) and using the closing warrant price on the NYSE of $0.85 as of May 8, 2025, the aggregate fair value of Public Warrants that can be retained by redeeming Public Shareholders is $10.6 million. Assuming the Maximum Redemption Scenario, resulting in Public Shares redeemed for an aggregate payment of $552.3 million from the Trust Account, and assuming that each redeeming Public Shareholder holds one-half of one Public Warrant for each Public Share being redeemed (representing the number of Public Warrants included in each AACT Unit) and using the closing warrant price on the NYSE of $0.85 as of May 8, 2025, the aggregate fair value of Public Warrants that can be retained by redeeming Public Shareholders is $21.3 million. The actual market price of the Public Warrants may be higher or lower on the date that warrant holders seek to sell such Public Warrants. Additionally, AACT cannot assure the holders of warrants that they will be able to sell their Public Warrants in the open market as there may not be sufficient liquidity in such securities when warrant holders wish to sell their Public Warrants. Further, while the level of redemptions of Public Shares will not directly change the value of the warrants because the warrants will remain outstanding regardless of the level of redemptions, as redemptions of Public Shares increase, all holders of Kodiak Warrants following the Closing who exercise such Kodiak Warrants will ultimately own a greater interest in Kodiak because there would be fewer shares outstanding overall.

Following the Closing, we may redeem your unexpired Public Warrants prior to their exercise at a time that is disadvantageous to you, making your warrants worthless. Kodiak may redeem outstanding Public

xxvi

Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Public Warrant. To exercise such redemption right: (i) the last reported sale price of Kodiak Common Stock must equal or exceed $18.00 per share (as may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we send notice of redemption to the warrant holders; and (ii) certain other conditions must be met. If and when the Public Warrants become redeemable by Kodiak, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, Kodiak may redeem the Public Warrants as set forth above even if the holders are otherwise unable to exercise the Public Warrants. Redemption of the outstanding Public Warrants could force you to: (A) exercise your Public Warrants and pay the exercise price at a time when it may be disadvantageous for you to do so; (B) sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants; or (C) accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your Public Warrants.

If Kodiak calls the Public Warrants for redemption, management of Kodiak will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the Warrant Agreement. The exercise price and number of shares of Kodiak Common Stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the Public Warrants will not be adjusted for issuance of Kodiak Common Stock at a price below its exercise price. Additionally, in no event will Kodiak be required to net cash settle the Public Warrants.

If AACT is unable to complete the Business Combination within the Combination Period, and AACT liquidates the funds held in the Trust Account, holders of the Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from AACT’s assets held outside of the Trust Account with the respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

All Public Shareholders considering exercising redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

xxvii

Upon the Closing, the funds deposited in the Trust Account will be released to pay holders of Public Shares who properly exercise their redemption rights; to pay transaction fees and expenses associated with the Business Combination; and for working capital and general corporate purposes of Kodiak following the Business Combination. See the section of this proxy statement/prospectus entitled “Summary of the Proxy Statement/Prospectus—Sources and Uses of Funds for the Business Combination.”

xxviii

Please see the section titled “The Business Combination—Fairness Opinion of Lincoln International LLC” and the fairness opinion of Lincoln attached as Annex K for additional information.

If a Public Shareholder exercises its redemption rights, such exercise will not result in the loss of any warrants that it may hold. Assuming that all AACT Class A Ordinary Shares held by Public Shareholders were redeemed (the maximum amount permitted under the Maximum Redemption Scenario), the Public Warrant Holders will retain the 25,000,000 Public Warrants (including the Public Warrants retained by Public Shareholders who exercised their redemption rights in connection with the Extension). If a substantial number of Public Shareholders exercise their redemption rights, and the holders of the 25,000,000 Kodiak Warrants choose to exercise their warrants, any non-redeeming shareholders would experience dilution to the extent such warrants are exercised.

In the event of significant redemptions, with fewer Public Shares and Public Shareholders, the trading market for Kodiak Common Stock may be less liquid than the market for shares of AACT Class A Ordinary Shares was prior to the Business Combination, and Kodiak may not be able to meet the listing standards for a Stock Exchange.

xxix

The table below presents the value per share to a Public Shareholder that elects not to redeem under: (1) the No Redemption Scenario; (2) the 50% Redemption Scenario; and (3) the Maximum Redemption Scenario:

xxx

xxxi

The AACT Units outstanding immediately prior to the Domestication will automatically be cancelled and each holder thereof will be entitled to one share of Kodiak Common Stock and one-half of one Kodiak Warrant, for each AACT Unit. As a result, the AACT Units will no longer trade as separate securities following the Closing. For more information about Kodiak’s securities following the completion of the Business Combination, see the section of this proxy statement/prospectus entitled “Description of Kodiak’s Securities.”

xxxii

Under the rules of the NYSE, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that the NYSE determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Extraordinary General Meeting are “non-routine” proposals and therefore, AACT does not expect there to be any broker non-votes at the Extraordinary General Meeting.

If you are an AACT shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on any proposal at the Extraordinary General. Accordingly, your bank, broker, or other nominee can vote your shares at the Extraordinary General Meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.

Abstentions will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Extraordinary General Meeting and therefore will have no effect on the approval of each of the proposals as a matter of Cayman Islands law.

xxxiii

Domestication Proposal—The approval of the Domestication Proposal requires a special resolution under the Companies Act and the Memorandum and Articles of Association, being the affirmative vote of the holders of at least two-thirds of the AACT Ordinary Shares who, being present in person, virtually or by proxy and entitled to vote at the Extraordinary General Meeting, vote in favor of the Domestication Proposal at the Extraordinary General Meeting.

Stock Issuance Proposal—The approval of the Stock Issuance Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the AACT Ordinary Shares who, being present in person, virtually or by proxy and entitled to vote at the Extraordinary General Meeting, vote in favor of the Stock Issuance Proposal at the Extraordinary General Meeting.

Organizational Documents Proposal—The approval of the Organizational Documents Proposal requires a special resolution under the Companies Act and the Memorandum and Articles of Association, being the affirmative vote of the holders of at least two-thirds of the AACT Ordinary Shares who, being present in person, virtually or by proxy and entitled to vote at the Extraordinary General Meeting, vote in favor of the Organizational Documents Proposal at the Extraordinary General Meeting.

Advisory Organizational Documents Proposals—The approval of the Advisory Organizational Documents Proposals requires an ordinary resolution, being the affirmative vote of the holders of a majority of the AACT Ordinary Shares who, being present in person, virtually or by proxy and entitled to vote at the Extraordinary General Meeting, vote in favor of the Advisory Organizational Documents Proposals at the Extraordinary General Meeting.

Incentive Plan Proposal—The approval of the Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the AACT Ordinary Shares who, being present in person, virtually or by proxy and entitled to vote at the Extraordinary General Meeting, vote in favor of the Incentive Plan Proposal at the Extraordinary General Meeting.

Employee Stock Purchase Plan Proposal—The approval of the Employee Stock Purchase Plan Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the AACT Ordinary Shares who, being present in person, virtually or by proxy and entitled to vote at the Extraordinary General Meeting, vote in favor of the Employee Stock Purchase Plan Proposal at the Extraordinary General Meeting.

Director Election Proposal—The approval of the Director Election Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the AACT Ordinary Shares who, being present in person, virtually or by proxy and entitled to vote at the Extraordinary General Meeting, vote in favor of the Director Election Proposal at the Extraordinary General Meeting.

Adjournment Proposal—The approval of the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the AACT Ordinary Shares who, being present in person, virtually or by proxy and entitled to vote at the Extraordinary General Meeting, vote in favor of the Adjournment Proposal at the Extraordinary General Meeting.

The Sponsor has agreed to vote its shares in favor of all the proposals being presented at the Extraordinary General Meeting. As of the Record Date, the Sponsor owns approximately   % of the issued and outstanding AACT Ordinary Shares. See “How do the Sponsor and its affiliates intend to vote their AACT Ordinary Shares?”

xxxiv

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 AACT and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals. AACT’s officers have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. The AACT Board was aware of and considered these interests, among other matters, in approving the Business Combination and in determining to recommend to the AACT shareholders to vote in favor of the Shareholder Proposals. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal—Certain Interests of AACT’s Directors and Officers and Others in the Business Combination.”

As a result, in addition to approval by the Sponsor, approval of the Domestication Proposal and the Organizational Documents Proposal will require the affirmative vote of at least      AACT Ordinary Shares held by Public Shareholders (or approximately  % of the Public Shares) if all AACT Ordinary Shares are represented at the Extraordinary General Meeting and cast votes, and the affirmative vote of at least      AACT Ordinary Shares held by Public Shareholders (or approximately  % of the Public Shares) if only such shares as are required to establish a quorum are represented at the Extraordinary General Meeting and cast votes.

Additionally, the approval of the Business Combination Proposal, the Stock Issuance Proposal, the Advisory Organizational Documents Proposals, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposal, and the Adjournment Proposal will require the affirmative vote of at least       AACT Ordinary Shares held by Public Shareholders (or approximately  % of the Public Shares) if all AACT Ordinary Shares are represented at the Extraordinary General Meeting and cast votes, and the affirmative vote of at least      AACT Ordinary Shares held by Public Shareholders (or approximately  % of the Public Shares) if only such shares as are required to establish a quorum are represented at the Extraordinary General Meeting and cast votes.

xxxv

Prior to the Extraordinary General Meeting, the Sponsor, and our directors, executive officers, advisors or their affiliates may purchase Public Shares in privately negotiated transactions or in the open market from shareholders who redeem, or indicate an intention to redeem, their Public Shares, or they may enter into transactions with such persons and others to provide them with incentives to acquire Public Shares. Any Public Shares purchased by the Sponsor or its affiliates would be purchased at a price no higher than the Redemption Price for the Public Shares. For illustrative purposes, as of May 1, 2025, this would have amounted to approximately $11.19 per Public Share. Any Public Shares so purchased would not be voted by the Sponsor or its affiliates in favor of each of the proposals at the Extraordinary General Meeting and would not be redeemable by the Sponsor or its affiliates.

The purpose of such share purchases and other transactions would be to decrease the number of redemptions. Such incentives may include arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the Sponsor for nominal value.

None of the funds in the Trust Account would be used to purchase Public Shares in such transactions. AACT will file a Current Report on Form 8-K prior to the Extraordinary General Meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include: (i) the amount of AACT Class A Ordinary Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of AACT Class A Ordinary Shares for which AACT has received redemption requests.

Any such arrangements could have a depressive effect on the price of Kodiak Common Stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than the market price and may therefore be more likely to sell the shares such investor or holder owns, either prior to or immediately after the Extraordinary General Meeting. The public “float” of AACT’s Public Shares and the number of beneficial holders of AACT’s securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of AACT’s securities on a Stock Exchange.

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 AACT and its shareholders and what they may believe is best for themselves in determining to recommend that shareholders vote for the proposals. AACT’s 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 “The Business Combination Proposal—Certain Interests of AACT’s Directors and Officers and Others in the Business Combination.”

xxxvi

If you vote against the Business Combination Proposal and the Business Combination Proposal does not receive the requisite vote at the Extraordinary General Meeting, then the Business Combination Proposal will fail and we will not consummate the Business Combination. If we do not consummate the Business Combination Proposal, we may continue to try to complete a business combination with a different target business during the Combination Period, or obtain an additional extension of the Combination Period. If we fail to complete the Business Combination within the Combination Period, or fail to obtain an additional extension of the Combination Period, we will be required to liquidate the Trust Account by returning then-remaining funds in the Trust Account to the Public Shareholders.

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 before the initially scheduled date of the Extraordinary General Meeting) in order for their Public Shares to be redeemed.

In connection with the Domestication, holders of AACT Units, AACT Class A Ordinary Shares (including holders of Converted AACT Class A Ordinary Shares) and AACT Warrants will receive shares of Kodiak Common Stock and Kodiak Warrants, as the case may be, without needing to take any action. Accordingly,

xxxvii

such holders should not submit any certificates relating to their AACT Units, AACT Class A Ordinary Shares (unless such holder elects to redeem the Public Shares in accordance with the procedures set forth above) or AACT Warrants.

Sodali & Co

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Individuals call toll-free (800) 662-5200

Banks and brokers call (203) 658-9400

Email: AACT.info@investor.sodali.com

You also may obtain additional information about AACT from documents filed with the SEC by following the instructions in the section of this proxy statement/prospectus entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption, you will need to deliver the certificates for your Public Shares (if any) along with the redemption forms (either physically or electronically) to the Transfer Agent, at the address below prior to the Extraordinary General Meeting. 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) in order for their Public Shares to be redeemed. If you

xxxviii

have questions regarding the certification of your position or delivery of your share certificates (if any) along with the redemption forms, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30 Floor

New York, New York 10004

Email: spacredemptions@continentalstock.com

xxxix

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21