Kodiak AI Inc美股招股说明书(2026-08-07版)

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated June 9,2026 (as supplemented from time to time, the “Prospectus”) filed by Kodiak AI, Inc. (the “Company”) with the information containedin the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 7, 2026 (the “Form 10-Q”). Accordingly, we haveattached the Form 10-Q to this prospectus supplement. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and maynot be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. Thisprospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information inthe Prospectus and this prospectus supplement, you should rely 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 August 6, 2026, the last reported sales prices for our common stock and public warrants on theNasdaq were $4.36 and $0.77, respectively. 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 “Risk Factors” beginning on page 12 of the Prospectus. 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 supplement is August 7, 2026 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30, 2026or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ______ to ______ Commission file number 001-41691_____________________________________ Kodiak AI, Inc. (Exact name of registrant as specified in its charter)_____________________________________ Delaware98-1592112 (State or other jurisdiction of incorporation or organization) 1049 Terra Bella AvenueMountain View, CA 94043 (Address of Principal Executive Offices)(Zip Code) (650) 209-8005(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during 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 filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company, ” and "emerging growth company" in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(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 July 31, 2026, the number of shares of the registrant’s common stock outstanding was 200,618,170. Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of thefederal securities laws, which statements involve substantial risks and uncertainties. Such forward-looking statements may include ouror our management teams’ expectations, hopes, beliefs, intentions or strategies regarding the future. Forward-looking statements maybe identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,”“may,” “plan,” “potential,” “project,” “seek,” “should,” “will,” “would” and similar expressions that predict or indicate f