Ares Acquisition Corp II-A美股招股说明书(2025-08-29版)

ARES ACQUISITION CORPORATION II(A CAYMAN ISLANDS EXEMPTED COMPANY) AND PROSPECTUS FOR 320,650,493 SHARES OF COMMON STOCKAND39,300,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF ARES ACQUISITION CORPORATION II(TO BE RENAMED “KODIAK AI, INC.” FOLLOWING DOMESTICATION INTHE STATE OF DELAWARE AND IN CONNECTION WITH THE BUSINESS COMBINATIONDESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS) The board of directors and the special committee of the board of directors of Ares Acquisition CorporationII, a Cayman Islands exemptedcompany (“AACT”), have unanimously approved the business combination between AACT and Kodiak Robotics, Inc., a Delaware corporation(referred to in this proxy statement/prospectus prior to the Business Combination (as defined below) as “LegacyKodiak”), pursuant to which: (i)AACTwill become domesticated (the “Domestication”) to and continue as a Delaware corporation in accordance with the Delaware General Corporation Law(“DGCL”), the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”) and the amended and restated memorandum and articles ofassociation of AACT (as may be amended from time to time, the “Memorandum and Articles of Association”), attached to this proxystatement/prospectus asAnnexC(the post-Domestication company will be referred to in this proxy statement/prospectus as “Kodiak”); (ii) at theclosing of the transactions contemplated by the Business Combination Agreement (as defined below) (the “Closing”) and at least one day following theDomestication, AAC II Merger Sub, Inc., a Delaware corporation (“Merger Sub”), will merge with and into Legacy Kodiak (the “Merger”), withLegacy Kodiak (referred to in this proxy statement/prospectus following the Business Combination as “Kodiak OpCo”) being the surviving corporationand continuing as a direct wholly-owned subsidiary of Kodiak (the date and time that the Merger becomes effective being referred to as the “EffectiveTime”), in each case, pursuant and subject to the terms and conditions set forth in the Business Combination Agreement, dated as of April14, 2025 (the“Signing Date”), attached to this proxy statement/prospectus asAnnex A(as it may be further amended, supplemented or otherwise modified from timeto time in accordance with its terms, the “Business Combination Agreement”), among AACT, Legacy Kodiak and Merger Sub; and (iii)the othertransactions contemplated by the Business Combination Agreement and other related documents will be consummated (such transactions, together withthe Merger and the Domestication, the “Business Combination”). On April22, 2025, in connection with the Extension (as defined elsewhere in this proxy statement/prospectus), each of the then issued andoutstanding ClassB ordinary shares, par value $0.0001 per share, of AACT (each an “AACT ClassB Ordinary Share”), were converted, on aone-for-onebasis, into one ClassA ordinary share, par value $0.0001 per share, of AACT (each an “AACT ClassA Ordinary Share,” and togetherwith the AACT ClassB Ordinary Shares, the “AACT Ordinary Shares”). In connection with the Domestication: (i)each of the then issued andoutstanding AACT ClassA Ordinary Shares will convert, on aone-for-onebasis, into one share of common stock, par value $0.0001 per share, ofKodiak (each, a share of “Kodiak Common Stock”); (ii) each then issued and outstanding warrant representing the right to purchase one AACT ClassAOrdinary Share will convert automatically into a warrant to acquire one share of Kodiak Common Stock on the same terms as the AACT Warrants (asdefined elsewhere in this proxy statement/prospectus) (each a “Kodiak Warrant”); and (iii)each then issued and outstanding AACT Unit (as definedelsewhere in this proxy statement/prospectus) will be cancelled and each holder of such AACT Unit will be entitled to one share of Kodiak CommonStock andone-halfof one Kodiak Warrant. No fractional Kodiak Warrants will be issued upon such cancellation of AACT Units. 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 Table of Contents elsewhere in this proxy statement/prospectus) by AACT’s shareholders: (i)the governing documents of AACT will be replaced by governing documentsfor Kodiak as a Delaware corporation and (ii)AACT will be renamed “Kodiak AI, Inc.” At Closing, (a)each share of common stock, par value $0.000001 per share, of Legacy Kodiak (“Legacy Kodiak Common Stock”) issued andoutstanding immediately prior to the Effective Time, other than Dissenting Shares and Cancelled Shares (each term as defined in theBusiness Combination Agreement), will be converted into the right to receive, without interest and subject to any applicable taxwithholding, a number of shares of Kodiak Common Stock equal to the Per Share Merger Consideration. The “Per Share MergerConsideration” means the quotient obtained by dividing: (i)the Aggr