Kodiak AI Inc美股招股说明书(2025-11-21版)

This prospectus relates to the issuance by us, and the resale by the selling securityholders identified in this prospectus (the “SellingSecurityholders”), of (i)up to 46,289,055 shares of our Common Stock, par value $0.0001 per share (“Common Stock”), issuable upon conversion ofour 9.99% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock” and upon conversion to CommonStock, the “Preferred Conversion Shares”), each share of which is convertible into Common Stock based on its Stated Value (as defined below), at aninitial conversion price of $12.00, with the Stated Value and conversion price each being subject to adjustments, purchased by certain institutional andaccredited investors (each, a “Preferred Investor”) in a private placement that closed concurrently with the Business Combination (as definedelsewhere in this prospectus), at an original purchase price of $1,020.00 per share with an original stated value of $1,200 per share (the “Stated Value”)(such private placement investments collectively, the “Series A Preferred Investment”), (ii)up to 24,999,987 shares of Common Stock (the “PublicWarrant Shares”) issuable upon the exercise of an aggregate of 24,999,987 redeemable warrants (the “Public Warrants”), each of which isexercisable at a price of $9.28 per share, which resulted from the separation into its component securities of the units (“Units”) sold in the initial publicoffering (the “IPO”) of Ares Acquisition Corporation II, our legal predecessor and a Cayman Islands exempted company incorporated with limitedliability (“AACT”), at an offering price of $10.00 per Unit, (iii)up to 15,568,887 shares of Common Stock (the “Earn Out Shares”) issuable to certainsecurityholders (the “Legacy Kodiak Securityholders”), who held securities of Kodiak Robotics, Inc., a Delaware corporation (“Legacy Kodiak”),prior to the Business Combination, upon the achievement of certain milestones during the Earnout Period (as defined elsewhere in this prospectus), (iv)up to 17,769,375 shares of Common Stock (the “PIPE Warrant Shares”) issuable upon the exercise of an aggregate of 17,769,375 warrants (the “PIPEWarrants”) issued for no additional consideration to the Preferred Investors in connection with the Series A Preferred Investment, each of which isexercisable for Common Stock at an initial price of $12.00 per share, subject to certain adjustments, (v)up to 14,300,000 shares of our Common Stock(the “Private Placement Warrant Shares”), issuable upon the exercise of an aggregate of 14,300,000 warrants (the “Private Placement Warrants”),each of which is exercisable at a price of $9.28 per share, that were purchased by Ares Acquisition Holdings II LP (the “SPAC Sponsor”) in a privateplacement that closed simultaneously with the consummation of the IPO at a price of $1.00 per warrant and (vi)up to 7,606,666 shares of CommonStock (the “Non-RedemptionAgreement Warrant Shares”) issuable upon the exercise of an aggregate of 7,606,666 warrants (the “Non-RedemptionAgreement Warrants” and together with the PIPE Warrants, Private Placement Warrants and the Public Warrants, the “Warrants”), issued onsubstantially the same form as the PIPE Warrants pursuant tonon-redemptionagreements with certain unaffiliated third-party holders of AACT ClassAOrdinary Shares (as defined below) in exchange for such stockholders’ agreement to not redeem (or to rescind their redemption request in respect of) anaggregate of 2,453,763 AACT ClassA Ordinary Shares. This prospectus also relates to the resale from time to time by the Selling Securityholders of an aggregate of 58,259,206 shares of Common Stock,comprised of: (i) 38,657,638 shares of Common Stock (the “Consideration Shares”) issued to certain Legacy Kodiak Securityholders as considerationin the Business Combination (as defined below) and which represent a portion of the merger consideration received by Legacy Kodiak Securityholderswith an implicit value of approximately $11.45 per share, (ii) 12,500,000 shares of Common Stock (the “SPAC Sponsor Contribution Shares”) issuedto the SPAC Sponsor upon a conversion of an equal number of ClassA Ordinary Shares, which shares were previously converted by the SPAC Sponsorfrom an equal number of ClassB ordinary shares of AACT initially purchased by the SPAC Sponsor in a private placement prior to the IPO for anaggregate purchase price of $25,000, or approximately $0.002 per share, which Table of Contents includes 6,250,000 shares (the “SPAC Sponsor Earn Out Shares”) that are subject to vesting and vest upon the occurrence of certain triggering eventsduring the Earnout Period, (iii) 3,591,627 shares of Common Stock (the “SPAC Sponsor Affiliate Investor Shares”) issued to AAC II Holdings II LP,an affiliate of the SPAC Sponsor (the “SPAC Sponsor Affiliate Investor”), upon the conversion of a convertible loan (a “Second Lien Loan”) pursuantto that certain Second Lien Loan and Security Agreement, as amended