Financial Performance - The company incurred net losses of $585.5 million, $69.5 million, and $56.9 million for the years ended December 31, 2025, 2024, and 2023, respectively[109]. - The company has raised substantial doubt about its ability to continue as a going concern due to significant expenses and operating losses[258]. - The company may incur significant costs to ensure compliance with government contract requirements, which could impact financial performance[175]. - The company has incurred substantial indebtedness, which may adversely affect its ability to respond to changes in business conditions[254]. - The company may face limitations on utilizing net operating loss carryforwards due to ownership changes as defined under Section 382 of the Internal Revenue Code[253]. - The company does not intend to pay dividends for the foreseeable future, relying instead on future earnings to fund business development and growth[298]. - The market price of the company's common stock may be volatile, with significant fluctuations in trading volume potentially affecting share prices[299]. - A significant number of shares are subject to issuance upon exercise of Warrants, which may increase dilution and depress the market price of common stock[288]. Customer Dependence - The company relies on a limited number of customers for a significant portion of its revenue, particularly from contracts with the U.S. Department of War[106]. - A significant portion of the company's revenue is derived from a limited number of customers, with the U.S. Army contributing $15.0 million (89% of revenue) in 2023 and $13.3 million (89% of revenue) in 2024[123]. - The company faces risks related to the potential loss of key customers, which could significantly impact financial results and operations[126]. - The company is heavily dependent on the Atlas MSA, which includes an annual fee per vehicle and a four-year term starting from vehicle delivery[128]. - As of December 31, 2025, Atlas is the sole customer with driverless vehicles integrated into their fleet, highlighting the concentrated customer base[129]. - The company anticipates that the Atlas MSA will account for a significant and growing portion of revenue as it scales its commercial operations[129]. Operational Challenges - The company faces significant risks in the rapidly evolving AV technology market, including public perception and regulatory challenges[108]. - The company has a limited operating history since its founding in 2018, making it difficult to evaluate future prospects[113]. - The company expects to continue making investments in scaling driverless commercial operations, which may take longer than anticipated[109]. - The company may not achieve or maintain profitability in the future due to ongoing investments and operational challenges[109]. - The company’s technology development and commercialization may take longer than currently anticipated, affecting competitiveness[115]. - The company’s ability to commercialize its solutions at scale is uncertain, with potential adverse effects on financial condition and operations[122]. - The company faces challenges in managing growth and operational improvements, which are essential for future success[148]. Regulatory and Compliance Risks - The company is subject to substantial regulations governing motor carriers and autonomous vehicles, which could impact operations[106]. - The company is required to comply with the U.S. Transportation Recall Enhancement, Accountability and Documentation Act, which imposes strict reporting requirements related to safety defects[224]. - The evolving privacy and cybersecurity laws may require the company to implement costly compliance measures, impacting its operations and financial condition[225]. - Compliance with government contract regulations is critical, as non-compliance could lead to audits, investigations, and potential loss of contracts[179]. - The company is subject to potential liabilities and operational challenges if its technology fails to meet future regulatory requirements for autonomous vehicles[218]. - Changes in government fiscal policies or funding priorities could adversely affect the company's ability to secure contracts and generate revenue[174]. Intellectual Property Risks - The company must protect its intellectual property rights, as failure to do so may result in loss of competitive advantage and increased costs[180]. - The company relies on a combination of patents, trademarks, and trade secrets to protect its technology, but these protections may be limited and subject to challenges[181]. - The company may face costly and time-consuming litigation to enforce its intellectual property rights, which could adversely affect its business and financial condition[184]. - The company’s patents are fundamental to its AV technology solutions, and unauthorized parties may attempt to copy or reverse engineer these technologies, necessitating potential litigation[185]. - The evolving nature of patent law and enforcement in certain jurisdictions may limit the scope and validity of the company’s patents[198]. - The company may incur significant costs and resource diversion due to intellectual property infringement claims, which could limit its operational capabilities[189]. Market Competition - The company operates in a highly competitive market with significant players like Tesla and Waymo, which may impact its market opportunities[146]. - The company anticipates increased expenditures on brand promotion and management as competition intensifies and operations expand[144]. - The DaaS business model launched in December 2024 requires successful customer relationship management to avoid adverse effects on financial performance[149]. Supply Chain and Manufacturing Risks - Recent U.S. tariff changes, including 10-35% tariffs on certain goods from China, Canada, and Mexico, may increase manufacturing costs and disrupt supply chains[154]. - The company relies on single or limited-source suppliers for key components, making it vulnerable to supply shortages and trade policy changes[161]. - The company may experience delays in development and production if suppliers do not meet timelines or quality standards[164]. - The company may face significant delays and increased costs if it needs to transition to alternative suppliers or production capacities[165]. Cybersecurity Risks - The company faces significant cybersecurity risks that could disrupt operations and adversely affect financial condition and results of operations[166]. - A material outage of third-party services, such as Amazon Web Services, could lead to lengthy interruptions and negatively impact business performance[169]. - Cyber insurance coverage may not be sufficient to cover all losses resulting from cyber incidents, posing additional financial risks[168]. Governance and Shareholder Matters - The company has provisions in its Certificate of Incorporation and Bylaws that could delay or prevent hostile takeovers, potentially depressing the trading price of its common stock[263]. - The company’s Bylaws require a 66.67% vote to amend certain provisions, which may inhibit stockholders from bringing matters before meetings and delay changes in the Board[269]. - The company may incur significant expenses due to potential securities litigation or stockholder activism, which could adversely affect its financial condition and stock price[274]. - The company’s management team has limited experience in operating a public company, which may hinder effective management and growth[296]. Financial Reporting and Internal Controls - The company must maintain effective internal controls over financial reporting to ensure timely and accurate financial results, as required by the Sarbanes-Oxley Act[244]. - Significant resources have been expended to improve the effectiveness of internal control over financial reporting, with ongoing efforts anticipated[245]. - The company is continuing to develop and refine its disclosure controls and procedures to ensure compliance with SEC rules and timely reporting[245].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Table of Contents As filed with the Securities and Exchange Commission on November 13, 2025 Registration No. 333-290832 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 KODIAK AI, INC. (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation or Organization) Delaware 7373 98-1592112 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Ide ...

Financial Performance - Non-GAAP loss from operations for Q3 2025 was $24.7 million, compared to $16.5 million in Q3 2024, reflecting a 50% increase [252]. - Revenues for Q3 2025 increased by $0.4 million, or 93%, to $0.8 million, primarily due to the commencement of DaaS revenue in December 2024 [266]. - Total operating expenses for Q3 2025 rose by $12.1 million, or 65%, to $30.7 million, driven by increases in research and development, general and administrative, and truck and freight operations expenses [265]. - Research and development expenses for Q3 2025 increased by $3.0 million, or 29%, to $13.5 million, mainly due to higher headcount-related expenses and third-party software license costs [267]. - General and administrative expenses for Q3 2025 rose by $4.0 million, or 78%, to $9.2 million, primarily due to increased headcount-related expenses and professional service costs related to going public [268]. - Truck and freight operations expenses for Q3 2025 increased by $4.5 million, or 216%, to $6.6 million, attributed to higher headcount-related expenses and operational infrastructure costs [269]. - Free cash flow for Q3 2025 was $(40.0) million, compared to $(15.7) million in Q3 2024, indicating a significant increase in cash used [254]. - Revenues for the nine months ended September 30, 2025, increased by $1.5 million, or 124%, to $2.7 million, driven by a $1.0 million increase in DaaS revenue and a $0.5 million increase from U.S. Army contracts [274]. - Total other expenses for Q3 2025 increased by $239.0 million to $240.0 million, primarily due to losses on the issuance of preferred stock and common stock [271]. - Net loss before income taxes for Q3 2025 was $(269.9) million, compared to $(19.1) million in Q3 2024, reflecting a significant increase in losses [265]. - General and administrative expenses increased by $5.8 million, or 37%, to $21.5 million for the nine months ended September 30, 2025, from $15.7 million for the same period in 2024 [276]. - Truck and freight operations expenses rose by $10.1 million, or 169%, to $16.1 million for the nine months ended September 30, 2025, compared to $6.0 million for the same period in 2024 [277]. - Sales and marketing expenses increased by $0.8 million, or 31%, to $3.3 million for the nine months ended September 30, 2025, from $2.5 million for the same period in 2024 [278]. - Other expenses, net increased by $435.1 million to $437.9 million for the nine months ended September 30, 2025, from $2.8 million for the same period in 2024 [279]. - The company incurred a net loss of $511.8 million for the nine months ended September 30, 2025, and expects additional losses and increased expenses in future periods [281]. - As of September 30, 2025, the company had cash and cash equivalents of $146.2 million and current debt of $22.1 million, which is insufficient to meet capital requirements for at least one year [282]. - Net cash used in operating activities for the nine months ended September 30, 2025, was $70.2 million, compared to $36.2 million for the same period in 2024 [284]. - Net cash provided by financing activities for the nine months ended September 30, 2025, was $211.6 million, compared to $42.4 million for the same period in 2024 [289]. - The company expects to seek additional funding through debt or equity offerings, which may result in substantial dilution or restrictive covenants [282]. Business Model and Operations - Kodiak AI, Inc. received $171.2 million in cash proceeds from the reverse recapitalization and private investment, net of transaction costs [225]. - As of September 30, 2025, Kodiak Driver-powered vehicles have logged over 5,200 cumulative hours of paid driverless operations and delivered over 10,000 loads across 3,000,000 autonomous miles driven [222]. - The company operates under a Driver-as-a-Service (DaaS) model, generating revenue through per-vehicle or per-mile license fees, aiming for predictable recurring revenue [223]. - As of September 30, 2025, customers had 10 customer-owned driverless vehicles licensed for the Kodiak Driver, indicating early adoption of the DaaS model [246]. - The company has established a freight network spanning nearly 23,000 miles across the southern United States, enhancing operational viability [227]. - Kodiak anticipates a shift to an asset-light business model as customer-owned vehicles represent a larger share of the deployed fleet over time [229]. - The company generates revenue through licensing the Kodiak Driver, freight delivery via Kodiak Driver-powered trucks, and services to the U.S. Army, recognizing revenue when control is transferred to customers [307]. - The company employs a five-step revenue recognition model, requiring significant judgment in estimating revenue and identifying performance obligations [309]. Market and Regulatory Environment - The U.S. Department of War is increasingly prioritizing the adaptation of commercial AI technologies for defense purposes, creating opportunities for Kodiak in the defense market [232]. - Kodiak is proactively engaging with policymakers to ensure regulatory frameworks support safe and scalable driverless deployment [239]. - Kodiak's future performance will depend on scaling deployments and achieving technical and commercial milestones, with potential risks from delays impacting revenue and profitability [233]. Financial Reporting and Valuation - Stock-based compensation is estimated using the Black-Scholes option pricing model, with fair value recognized on a straight-line basis over the requisite service period [310]. - The valuation of financial instruments involves significant judgment and is based on expected volatility, expected term, and discount rates, which could lead to materially different valuations if actual results differ from estimates [313]. - The One Big Beautiful Bill Act signed in July 2025 did not materially impact the company's financial statements due to its taxable loss position and valuation allowance on deferred tax assets [315]. - The company is exposed to market risks, including interest rate fluctuations and inflation, but does not believe a hypothetical 100-basis-point change in interest rates would materially impact its operations [318]. - Inflation has not had a material impact on the company's financial condition, although rising operating costs could adversely affect its business if not offset by price adjustments [319].

Autonomous Operations - Kodiak Driver is now deployed in 10 fully driverless trucks, representing a 100% increase from Q2[5] - Cumulative hours of paid driverless operations exceeded 5,200, marking a 166% increase from the end of Q2[5] - As of the end of Q3, the Kodiak Driver has driven over 3 million autonomous miles and delivered over 10,000 loads for customers[7] - The company anticipates launching long-haul driverless operations in the second half of 2026[4] - Kodiak's long-haul autonomous trucks achieved the top score in an independent safety evaluation by Nauto[7] - The company introduced new product features, including a generative AI-based system for complex edge case scenarios[7] - Kodiak expanded its partnership with ZF to supply 100 advanced steering systems for Kodiak Driver-powered trucks[7] - The company has commenced hauling double trailers in the industrial vertical[7] Financial Performance - Kodiak ended Q3 with $146.2 million in cash and cash equivalents, including proceeds from the business combination with Ares Acquisition Corporation II[7] - Revenues for the three months ended September 30, 2025, increased to $770,000, up 92.5% from $400,000 in the same period of 2024[28] - Total operating expenses for the nine months ended September 30, 2025, were $76,659,000, a 43.3% increase from $53,486,000 in 2024[28] - Net loss for the nine months ended September 30, 2025, was $511,846,000, compared to a net loss of $55,107,000 in 2024, representing an increase of 828.5%[28] - Cash and cash equivalents at the end of the period were $146,203,000, significantly up from $33,192,000 at the end of September 30, 2024[31] - Free cash flow for the nine months ended September 30, 2025, was $(82,097,000), compared to $(36,977,000) in 2024, indicating a worsening cash flow situation[36] - Research and development expenses for the three months ended September 30, 2025, were $13,452,000, a 29.0% increase from $10,431,000 in 2024[28] - The company reported a loss on issuance of common stock warrants amounting to $123,328,000 for the nine months ended September 30, 2025[28] - Total liabilities, redeemable convertible preferred stock, and stockholders' deficit amounted to $177,839,000 as of September 30, 2025[25] - The weighted-average common shares outstanding for the nine months ended September 30, 2025, were 62,978,000, compared to 58,338,000 in 2024[28] - The company experienced a significant increase in stock-based compensation, totaling $10,136,000 for the nine months ended September 30, 2025, compared to $3,989,000 in 2024[30] Asset Management - Kodiak's total assets increased to $177.8 million as of September 30, 2025, compared to $35.6 million at the end of 2024[24]

As filed with the Securities and Exchange Commission on October 10, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 KODIAK AI, INC. (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation or Organization) Delaware 7373 98-1592112 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 1049 Terra Bella Avenue ...

Group 1 - Ares Acquisition Corporation II (AACT) shares increased by 6.42% in after-hours trading, reaching $9.45 following successful fundraising for a merger with Kodiak Robotics [1] - Institutional investors have committed over $212.5 million in PIPE financing for the merger, exceeding the initial target of $100 million, with notable backing from Soros Fund Management and ARK Investments [2][3] - The total funding package for the merger exceeds $275 million when combined with approximately $62.9 million remaining in the trust account after redemptions [2] Group 2 - The post-merger company plans to list on NASDAQ under the ticker symbols "KDK" for common stock and "KDKRW" for warrants, contingent on meeting all listing criteria and closing conditions [3] - Over the past year, AACT has experienced a 17.78% decline, with a peak price of $11.54 on June 2, and a 20.57% loss over the last six months [4] - AACT's market capitalization is $549.31 million, with an average trading volume of 464,430 shares and a price-to-earnings ratio of 33.99 [4]

Core Viewpoint - Kodiak Robotics, Inc. and Ares Acquisition Corporation II have successfully raised over $275 million to support their proposed business combination, following redemptions [1] Group 1 - Kodiak Robotics is a leading provider of AI-powered autonomous vehicle technology [1] - Ares Acquisition Corporation II is a publicly traded special purpose acquisition company (SPAC) [1] - The raised funds include approximately $21 million from redemptions [1]

Core Points - Kodiak Robotics, Inc. is a leading provider of AI-powered autonomous vehicle technology [1] - Ares Acquisition Corporation II (AACT) is a publicly traded special purpose acquisition company [1] - A $145 million PIPE commitment has been announced, involving convertible preferred stock and common stock warrants to AACT from institutional accredited investors [1] - This funding is intended to support the previously announced proposed business combination between Kodiak Robotics and AACT [1]

Core Viewpoint - Ares Acquisition Corporation II is urging its shareholders to support the proposed business combination with Kodiak Robotics, a leader in AI-powered autonomous vehicle technology [1] Company Summary - Ares Acquisition Corporation II (NYSE: AACT) is in the process of merging with Kodiak Robotics, Inc., which specializes in autonomous vehicle technology aimed at addressing challenging driving tasks [1] - The proposed business combination will result in AACT's securities being voluntarily delisted from the New York Stock Exchange [1]

Company Overview - Kodiak Robotics, Inc. is a leading provider of AI-powered autonomous vehicle technology, founded in 2018, aiming to tackle complex driving jobs and enhance supply chain efficiency [8][9] - The company has developed the Kodiak Driver, a virtual driver that operates without a human driver, and has achieved significant milestones in deploying driverless trucks in commercial service [9] Leadership Change - Surajit Datta has been appointed as the Chief Financial Officer of Kodiak, effective immediately, succeeding Eric Chow [1][2] - Datta brings over 20 years of experience in strategic finance and leadership from various sectors, including AI, semiconductors, and SaaS, as well as investment banking [3][4][5] Strategic Growth - Kodiak is preparing for a business combination with Ares Acquisition Corporation II, which is expected to lead to its public listing on NASDAQ in the second half of 2025 [3][10] - The leadership transition is seen as crucial for Kodiak as it enters the public markets and aims to scale its business [7] Financial Expertise - Datta's previous roles include Vice President of Finance at SentinelOne and senior positions at Arm, where he was involved in corporate development and finance [5][6] - His extensive background in investment banking includes experience at Evercore and J.P. Morgan, focusing on complex advisory and capital raising transactions [5] Future Outlook - The company is positioned to deliver autonomous technology at scale, with a strong belief in the opportunities ahead as it embarks on its next growth phase [7]