Kodiak AI, Inc.

Certain statements in this prospectus may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include our or our management teams’ expectations, hopes, beliefs, intentions or strategies regarding the future. Forward-looking statements may be 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 future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:

•our operational and product roadmap, and our ability to produce and deploy the Kodiak Driver at scale;

•the regulatory landscape for the Kodiak Driver and complexities with compliance related to such landscape, including with respect to recent changes in tariffs and trade policy;

•the evolution of our business model over time;

•developments relating to our competitors and industry;

•our ability to successfully collaborate with business partners, suppliers and customers;

•our expectations regarding our ability to obtain, maintain, protect and enforce our intellectual property rights;

•our expectations regarding our cash runway and ability to continue as a going concern;

•our ability to raise additional capital through future debt or equity offerings and any associated dilution or restrictive covenants;

•our expectations regarding the ongoing implementation of our enterprise resource planning system and any effect on our internal control over financial reporting;

•our expectations regarding expansion plans and opportunities, including into international markets;

•the potential liquidity and trading of our public securities;

•the ongoing effects of current and future global economic conditions;

•any changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; and

•expectations regarding our status as an emerging growth company under the JOBS Act.

These forward-looking statements are based on information available as of the date of this prospectus and current expectations, forecasts and assumptions and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. Except as required under applicable securities laws, neither we nor our affiliates have any obligation and specifically disclaim any such obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by investors as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. We caution you that the foregoing list does not contain all of the forward-looking statements made in this prospectus.

We operate in a competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. Some factors that could cause actual results to differ include:

•significant risks and uncertainties associated with rapidly evolving AV technology;

•our limited operating history, including our net losses and undemonstrated ability to achieve profitability;

•our ability to execute our Driver-as-a-Service or DaaS business model, including maintaining, retaining and expanding customer relationships and scaling production and commercial deliveries on expected timelines;

•any flaws or errors in our solutions or flaws in or misuse of AV technology in general;

•the risk of significant injury, including fatalities, presented by AV technology;

•the effects of competition on our business;

•risks related to working with third-party suppliers, OEMs, upfitters, service providers and partners for key components of the Kodiak Driver, including supply shortages, lead times and operational design domain expansion;

•our dependence on a limited number of customers, including Atlas and defense customers, for a significant portion of our revenue;

•our reliance on the experience and expertise of our management team, engineers and other key employees;

•our ability to establish, maintain, protect or enforce our technology and intellectual property rights and defend intellectual property infringement claims from others;

•changes in the regulatory environment, including changes to tariff and trade policies;

•risks related to general business and economic conditions, including those related to the long-haul trucking, industrial trucking, oil and gas and defense ecosystems;

•real or perceived inaccuracies in our assumptions and estimates to calculate certain metrics;

•our ability to raise capital in the future and our ability to manage our growth, cash and expenses;

•our ability to maintain the listing of our securities on Nasdaq;

•any legal proceedings instituted against us; and

•other risks and uncertainties described in this prospectus, including those detailed under the section titled “Risk Factors.”

If any of the risks or uncertainties described in this prospectus materialize or the underlying assumptions prove incorrect, actual results and plans could differ materially from the results implied by any forward-looking statements. There may be additional risks that we presently do not know or that we currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.