Kodiak AI Inc美股招股说明书(2026-05-08版)

Filed Pursuant to Rule 424(b)(3)Registration No.333-290832 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’sQuarterly Report on Form 10-Q, filed with the SEC on May8, 2026 (the “Form 10-Q”). Accordingly, we have attached the Form 10-Q to thisprospectus 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 May7, 2026, the last reported sales prices for our common stock and public warrants on the Nasdaq were $9.10 and $1.59, 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. (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the quarterly period ended March31, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period fromto Commission file number 001-41691 Kodiak AI, Inc.(Exact name of registrant as specified in its charter) Delaware(State or other jurisdiction ofincorporation or organization) 1049 Terra Bella AvenueMountain View, CA 94043(Address of Principal Executive Offices) (650) 209-8005(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b) of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company, ” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Acceleratedfiler☒Smallerreportingcompany☐Emerging growth company☒ Largeacceleratedfiler☐Non-accelerated filer☐ 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.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of May1, 2026, the number of shares of the registrant’s common stock outstanding was 183,850,415. Table of Contents PART I - Financial Information Item 1.Financial Statements (unaudited)3Condensed Consolidated Balance Sheets3Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)4Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit5Condensed Consolidated Statements of Cash Flows6Notes to Condensed Consolidated Financial Statements (unaudited)7Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations27Item 3.Quantitative and Qualitative Disclosures About Market Risk38Item 4.Controls and Procedures38 PART II - Other Information Item 1.Legal Proceedings39Item1A.Risk Factors39Item 2.Unregistered Sales of Equity Securities and Use of Proceeds83Item 3.Defaults Upon Senior Securi