Kodiak AI Inc美股招股说明书(2026-05-07版)

Kodiak AI, Inc. This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated March16, 2026 (assupplemented from time to time, the “Prospectus”) filed by Kodiak AI, Inc. (the “Company”) with the information contained in the Company’s CurrentReport on Form 8-K, filed with the SEC on May7, 2026, excluding any information furnished in such report under Item 2.02 or Item 9.01 (the “Form8-K”). Accordingly, we have attached the 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 shouldrely on the information in this prospectus supplement. Our common stock and public warrants are listed on The Nasdaq Stock Market LLC (the “Nasdaq”) under the symbols “KDK” and “KDKRW,”respectively. On May6, 2026, the last reported sales prices for our common stock and public warrants on the Nasdaq were $8.83 and $1.585,respectively. 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 readthe discussion of the risks of investing in our securities in “Risk Factors” beginning on page 12 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. Date of report (Date of earliest event reported): May7, 2026 Kodiak AI, Inc. (Exact Name of Registrant as Specified in its Charter) 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 the following 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)) Securities registered pursuant to Section12(b) of the Act: Title of each classCommon stock, par value $0.0001 per shareRedeemable warrants, each exercisable for oneshare of common stock at an exercise price of$9.28 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2). Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Item 1.01. Entry into a Material Definitive Agreement. On May7, 2026, Kodiak AI, Inc. (the “Company”) entered into subscription agreements (the “Subscription Agreements” and each a “SubscriptionAgreement”) with the investors named therein (all investors together, the “Investors”), which investors include new institutional investors, certainexisting Company stockholders and an affiliate of Ares Management Corporation (“Ares”), relating to the private placement (the “Private Placement”)of an aggregate of 15,384,609 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a priceper share of $6.50, and accompanying warrants (the “Warrants,” and together with the Shares, the “Securities”) exercisable for an aggregate of15,384,609 shares of Common Stock (the “Underlying Shares”). Subject to the satisfaction of customary closing conditions, the Company intends toclose the Private Placement and issue the Securities on May8, 2026, which is expected to result in approximately $100.0million in gross proceeds tothe Company. The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes. The Warrants will be immediately exercisable upon issuance and will expire five years from the date of issuance. The Warrants will include customarycash and, in certain limited circumstances following the effectiveness of a resale registration statement related to the Underlying Shares, cashlessexercise provisions. The Warrant will be initially exercisable at $6.00 per share of Common Stock, which exercise price is subject to certain anti-diluti