Kodiak AI Inc美股招股说明书(2026-06-09版)

This prospectus relates to the offer and resale by the selling securityholders identified in this prospectus (the “SellingSecurityholders”), of up to 30,769,218 shares of our Common Stock, par value $0.0001 per share (“Common Stock”), consisting of:(i) up to 15,384,609 shares of Common Stock held by the Selling Securityholders (the "2026 PIPE Shares"), and (ii) up to 15,384,609shares of Common Stock (the "Warrant Shares") issuable upon exercise of warrants to purchase such number of shares (the "2026PIPE Warrants") held by the Selling Securityholders, each exercisable at an exercise price of $6.00 (such securities described inclauses (i) and (ii) collectively, the "Resale Shares"). The 2026 PIPE Shares and the 2026 PIPE Warrants were issued to the Selling Securityholders pursuant to that certainSubscription Agreement, dated May 7, 2026, by and between the Company and the applicable Selling Securityholders (the “2026PIPE”). We are registering the Resale Shares pursuant to registration rights granted to the Selling Securityholders in connection withthe 2026 PIPE. The Selling Securityholders may sell any, all or none of the Resale Shares and we do not know when or in what amount theSelling Securityholders may sell their securities hereunder following the date of this prospectus. The Selling Securityholders may sellthe securities described in this prospectus in a number of different ways and at varying prices. We provide more information about howthe Selling Securityholders may sell their securities in the section titled “Plan of Distribution” appearing elsewhere in this prospectus. We are not offering any shares of Common Stock and will not receive any of the proceeds from the sale of the securities by theSelling Securityholders. We will receive proceeds from the exercise of the 2026 PIPE Warrants if such warrants are exercised for cash.The exercise price of the 2026 PIPE Warrants is currently $6.00 per share. The closing price of our Common Stock on the NasdaqStock Market LLC (“Nasdaq”) on May 28, 2026 was $7.11 per share. The likelihood that warrant holders will exercise the 2026 PIPEWarrants and any cash proceeds that we would receive is dependent upon the market price of our Common Stock. To the extent themarket price for our Common Stock is less than the then-effective exercise price per share of the 2026 PIPE Warrants, we believeholders of such 2026 PIPE Warrants will be unlikely to exercise such 2026 PIPE Warrants. We will pay the expenses associated withregistering the sales by the Selling Securityholders, as described in more detail in the section titled “Use of Proceeds” appearingelsewhere in this prospectus. Our Common Stock is listed on Nasdaq under the symbol “KDK,” and our Public Warrants are listed on the Nasdaq under thesymbol “KDKRW.” On May 28, 2026, the last quoted sale price for our Common Stock as reported on the Nasdaq was $7.11 per shareand the last quoted sale price for our Public Warrants as reported on the Nasdaq was $1.19 per warrant. We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to complywith certain reduced public company reporting requirements. Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read thediscussion of the risks of investing in our securities in the section titled “Risk Factors” beginning on page14of this prospectus. You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto.We have not authorized anyone to provide you with different information. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus isJune 9, 2026. TABLE OF CONTENTS PageAbout This Prospectus5Market and Industry Data6Trademarks7Prospectus Summary8Risk Factors14Cautionary Note Regarding Forward-Looking Statements58Use of Proceeds60Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters61Management’s Discussion and Analysis of Financial Condition and Results of Operations62Business78Management91Executive Compensation101Certain Relationships, Related Party and Other Transactions119Principal Securityholders126Selling Securityholders129Description of Capital Stock132Securities Act Restrictions on Resale of Securities143Material U.S. Federal Income Tax Considerations145Plan of Distribution152Legal Matters155Experts155Where You Can Find Additional Information156Index to Financial StatementsF-1 You should rely only on the information contained in this prospectus or in any prospectus supplement or free writing prospectusprepared by us or on our behalf. Neither we nor the Selling Securityholders have authorized any other person to provide you withdifferent information.