Kodiak AI Inc美股招股说明书(2026-01-02版)

Kodiak AI, Inc. This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated November21, 2025 (the“Prospectus”) filed by Kodiak AI, Inc. (the “Company”) with the information contained in the Company’s Current Report on Form 8-K, filed with theSEC on December31, 2025. Accordingly, we have attached the Company’s Current Report on Form 8-K to this prospectus supplement. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered orutilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read inconjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should Our common stock and public warrants are listed on The Nasdaq Stock Market LLC (the “Nasdaq”) under the symbols “KDK” and “KDKRW,”respectively. On December31, 2025, the last reported sales prices for our common stock and public warrants on the Nasdaq were $10.92 and $1.53, We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to comply with certainreduced public company reporting requirements. Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risksof investing in our securities in “Risk Factors” beginning on page 13 of the Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. UNITED STATESSECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORTPursuant to Section13 or 15(d)of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December31, 2025 Kodiak AI, Inc. (Exact Name of Registrant as Specified in its Charter) 98-1592112(I.R.S. EmployerIdentification Number) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of thefollowing provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01Entry into a Material Definitive Agreement. On December31, 2025 (the “Closing Date”), Kodiak AI, Inc., a Delaware corporation (the “Company”), and Kodiak Robotics, Inc., a Delawarecorporation and subsidiary of the Company (“Legacy Kodiak”), as co-borrowers (together with the Company, the “Borrowers”), entered into a ventureloan and security agreement (the “Loan Agreement”) by and among the Borrowers and Horizon Technology Finance Corporation, as collateral agentand lender (the “Lender”). The Loan Agreement provides for a senior secured term loan facility in an aggregate principal amount of up to $30.0million(collectively, the “Term Loans”). A portion of the proceeds of the Term Loans were used by the Company to repay existing indebtedness of the Borrowings under the Loan Agreement accrue interest at a rate equal to the prime rate plus 3.50% with the prime rate having a floor of 6.50%. TheTerm Loans are repayable in monthly interest-only payments from February1, 2026 until July1, 2028 (the “Interest-Only Payment Period”). After theexpiration of the Interest-Only Payment Period, beginning on August1, 2028, the Term Loans will be repayable in 18 equal monthly payments of The Borrowers paid a commitment fee in the amount of $300,000 on the Closing Date. Upon the payment in full of the Term Loans, theBorrowers shall pay to the Lender a final payment in the amount of $1.2million. At the Borrowers’ option, the Borrowers may prepay all of the outstanding Term Loans, subject to a prepayment premium equal to (a) 2.0% of theTerm Loans being prepaid if the prepayment occurs during the 24 months following the Closing Date; and (b) 1.0% of the Term Loans being prepaid ifthe prepayment occurs after the 24 month anniversary of the Closing Date. The Borrowers’ obligations under the Loan Agreement are secured by substantially all of the Borrowers’ assets, including intellectual property,subject to certain customary exceptions. The Loan Agreement contains customary affirmative and negative covenants, including covenants limiting the ability of the Borrowers and theirsubsidiaries to, among other things, dispose of assets, enter into certain licensing arrangements, effect certain mergers, incur debt, grant liens, paydividends and distributions on their capital stock, make investm