Kodiak AI (KDK) risk factors, FY2025 10-K

What changed since the prior 10-K

New

• NewRisks Related to Our Business

  AV technology is an emerging and rapidly evolving technology and involves significant risks and uncertainties, any of which could impede or delay our ability to scale

  AV technology development and scaling involves significant risks, including evolving regulatory frameworks and the need to build public trust.

• NewRisks Related to Our Business

  We have incurred net losses since inception, and we may not achieve or maintain profitability in the future

  The company incurred net losses of $585.5 million in 2025 and $69.5 million in 2024, and may never achieve profitability.

• NewRisks Related to Our Business

  Our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter

  Kodiak has a limited operating history since being founded in 2018 and starting commercial driverless operations in December 2024.

• NewRisks Related to Our Business

  Our technology may have limited performance, and technology development and commercialization may take us longer to complete than we currently anticipate

  The Kodiak Driver may have limited performance, and commercialization may take longer than anticipated across various road conditions.

• NewRisks Related to Our Business

  the Kodiak Driver, or its hardware or software fails to perform at scale in such environments, or if our technology development takes longer than currently projected, our commercial competitiveness, prospects, business, financial condition and results of operations may be adversely affected

  Expanding the safety case for on-highway driverless operations and scaling across areas of operations is unproven and may be delayed.

• NewRisks Related to Our Business

  The Kodiak Driver may not be accepted and adopted by the market, the public, regulators or other stakeholders at the pace we expect or at all

  Adverse publicity regarding autonomous technology replacing human jobs could lead to labor union lobbying, boycotts, or restrictive legislation.

• NewRisks Related to Our Business

  Any failure to commercialize our solution at scale may have an adverse effect on our business, financial condition, and results of operations

  Atlas is a key customer committed to deploying the Kodiak Driver on 100 trucks, and scaling with Atlas is crucial for growth.

• NewRisks Related to Our Business

  We rely on a limited number of customers for a significant portion of our revenue. The loss of, or a reduction in our commercial relationship with, any of those customers may adversely affect our business, financial condition, and results of operations

  The U.S. Army accounted for 26% of revenue in 2025 ($1.0 million), down from 89% ($13.3 million) in 2024, showing episodic defense demand.

• NewRisks Related to Our Business

  We depend heavily on our commercial agreements with Atlas. If we are not able to maintain and expand our relationship with Atlas, our business, financial condition and results of operations may be adversely affected

  Atlas is currently the sole customer with driverless vehicles integrated into their fleet under the Master Services Agreement.

• NewRisks Related to Our Business

  The Kodiak Driver may not function as intended due to flaws or errors in our software, hardware, and systems, product defects, or due to human error, which may adversely affect our business

  Undetected software or hardware flaws in the Kodiak Driver could result in government inquiries, recalls, litigation, or remediation costs.

• NewRisks Related to Our Business

  Any flaws or misuse of AV technology, whether actual or perceived, intended or inadvertent, by us or third parties, may adversely affect our business, financial condition and results of operations

  Misuse of AV technology by third parties could negatively impact public confidence, violate laws, and reduce autonomous technology adoption.

• NewRisks Related to Our Business

  Unauthorized control or manipulation of systems in autonomous vehicles may cause them to operate improperly or not at all, or compromise their safety and cybersecurity, which may result in loss of confidence in us and our solutions and adversely affect our business, financial condition, and results of operations

  Unauthorized hackers could compromise autonomous vehicle cybersecurity or manipulate systems in Kodiak Driver-powered vehicles.

• NewRisks Related to Our Business

  We operate in a highly competitive market and some market participants have substantially greater resources. If we are unable to compete effectively, our business, financial condition and results of operations may be adversely affected

• NewRisks Related to Our Business

  We may experience difficulties in managing our growth and expanding our operations

• NewRisks Related to Our Business

  Our success is contingent on our ability to successfully execute our DaaS business model, including by maintaining, managing, executing, retaining, and expanding our existing customer relationships and obtaining new customers

• NewRisks Related to Our Business

  Our inability to plan and manage our costs may adversely affect our business, financial condition, and results of operations

• NewRisks Related to Our Business

  Recent and further changes in the tariff and trade policies of the United States or of other countries could increase manufacturing costs, decrease demand for our solution, disrupt supply chains, or otherwise adversely affect our business and financial condition

• NewRisks Related to Our Business

  terminate their employment with us at any time. The loss of one or more of our executive officers, engineers, or key employees may adversely affect our business, financial condition, and results of operations

• NewRisks Related to Our Business

  Interruptions, outages, or failures of information technology and communications infrastructure and systems that we rely upon may adversely affect our business, financial condition, and results of operations

• NewRisks Related to the Government Contracts

  A significant portion of our historical revenue has come from our contracts with the DoW, and our failure to receive and maintain government contracts or changes in the contracting or fiscal policies of the U.S. Government may adversely affect our business, financial condition, and results of operations

• NewRisks Related to the Government Contracts

  Failure to comply with laws, regulations, or contractual provisions applicable to our business could cause us to lose U.S. Government customers or our ability to contract with the United States and other governments

• NewRisks Related to Our Intellectual Property Rights

  We rely on licenses from third parties for technology and intellectual property rights that are critical to our business, and we may lose the rights to use such technology or intellectual property rights if those agreements are terminated or not renewed

• NewRisks Related to Our Intellectual Property Rights

  Our applications for patents or other intellectual property rights registration may not issue or be registered, which may adversely affect our ability to prevent others from commercially exploiting products and technologies similar to ours

• NewRisks Related to Our Intellectual Property Rights

  Further, changes to patent law, or the inability to enforce our patents in certain jurisdictions, may limit the scope of our patents, limit the enforceability or validity of our patents, or be limited by subject matter eligibility, in part or fully

• NewRisks Related to Our Intellectual Property Rights

  Certain of our innovations are embodied in proprietary information that may not be patentable or subject to copyrights, trademark, trade dress or service mark protection

• NewRisks Related to Our Intellectual Property Rights

  Furthermore, laws regarding trade secret rights in certain markets where we operate may afford little or no protection to our trade secrets

• NewRisks Related to Our Intellectual Property Rights

  rise to claims for infringement or breach of contract, or require us to disclose and license certain of our proprietary source code

• NewRisks Related to Our Intellectual Property Rights

  We may not be able to protect our intellectual property rights globally, and changes in U.S. intellectual property law may diminish the value of our intellectual property rights in general, thereby impairing our ability to protect our products

• NewRisks Related to Our Intellectual Property Rights

  our technologies, products, and services with intellectual property rights such as patents, as appropriate, the process of obtaining patents is time-consuming, expensive, and sometimes unpredictable

• NewRisks Related to Our Legal and Regulatory Environment

  Changes in automotive or autonomy safety regulations, enforcement of such regulations, or concerns about AV technologies that result in regulation of the AV ground transportation industry may adversely affect our business

• NewRisks Related to Our Legal and Regulatory Environment

  An uncertain and evolving legal and regulatory environment relating to artificial intelligence may adversely affect our business, financial condition, and results of operations

• NewRisks Related to Our Legal and Regulatory Environment

  We are subject to economic sanctions and export and import control laws and regulations. Our failure to comply with these laws and regulations may adversely affect our business, financial condition, and results of operations

• NewRisks Related to Our Legal and Regulatory Environment

  We are subject to, and must remain in compliance with, environmental laws and regulations that may adversely affect our financial condition and results of operations

• NewRisks Related to Our Legal and Regulatory Environment

  We are subject to, and must remain in compliance with, numerous laws and governmental regulations concerning the manufacturing, use, distribution, and sale of our technology. Some of our customers or partners may also require that we comply with their own unique requirements relating to these matters

• NewRisks Related to Financial and Tax Matters

  We require a significant amount of capital to fund our operations and growth. If we cannot obtain sufficient capital on acceptable terms, our business, financial condition, and results of operations may be adversely affected

• NewRisks Related to Financial and Tax Matters

  Our estimates of our cash needs may prove inaccurate in which case we may need to raise capital or change our operating plans and timelines

• NewRisks Related to Financial and Tax Matters

  We have relied upon, and may continue to rely upon, certain assumptions and estimates to calculate certain metrics, including our Cumulative Hours of Paid Driverless Operations, and real or perceived inaccuracies in such metrics may adversely affect our business, financial condition, and results of operations

• NewRisks Related to Financial and Tax Matters

  If our judgments or estimates relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operations may fall below expectations of securities analysts and investors, resulting in a decline in our stock price

• NewRisks Related to Financial and Tax Matters

  Our current and future insurance coverage may not be adequate to protect us from all business risks or may be prohibitively expensive

• NewRisks Related to Financial and Tax Matters

  If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and adversely affect our business and operating results

• NewRisks Related to Financial and Tax Matters

  Any failure to maintain effective disclosure controls and internal control over financial reporting may adversely affect our business, financial condition, and results of operations and may cause a decline in the market price of our securities

• NewRisks Related to Financial and Tax Matters

  Recent changes and currently proposed changes in tax laws may have a material adverse effect on our business, cash flow, results of operations or financial conditions

• NewRisks Related to Financial and Tax Matters

  Our ability to utilize our net operating loss carryforwards may be limited

• NewRisks Related to Financial and Tax Matters

  We may incur substantial indebtedness which may adversely affect our business and limit our ability to plan for or respond to changes in our business

• NewRisks Related to Financial and Tax Matters

  Our credit facilities contain restrictive covenants and other terms that may impair our ability to conduct business

• NewRisks Related to Financial and Tax Matters

  We may be unable to generate sufficient cash flow to satisfy our significant debt service obligations, which may adversely affect our business, financial condition, results of operations, and cash flows

• NewRisks Related to Financial and Tax Matters

  There is substantial doubt about our ability to continue as a “going concern.”

• NewRisks Related to Our Securities

  There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq

• NewRisks Related to Our Securities

  An active trading market for our securities may not develop, which may limit your ability to sell such securities

• NewRisks Related to Our Securities

  Delaware law and our Certificate of Incorporation and Bylaws contain certain provisions, including anti- takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable

• NewRisks Related to Our Securities

  As a Delaware corporation, we are generally subject to provisions of Delaware law, including the DGCL

• NewRisks Related to Our Securities

  Our Certificate of Incorporation does not limit the ability of the SPAC Sponsor, certain affiliates or funds associated with the SPAC Sponsor or our non-employee directors to compete with us

• NewRisks Related to Our Securities

  Our business and operations could be negatively affected if we become subject to any securities litigation or stockholder activism, which could cause us to incur significant expense, hinder execution of business and growth strategy and impact our stock price

• NewRisks Related to Our Warrants

  There is no guarantee that our Public Warrants will ever be in the money, and they may expire worthless

• NewRisks Related to Our Warrants

  You may only be able to exercise your Public Warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer shares of our common stock from such exercise than if you were to exercise such Public Warrants for cash

• NewRisks Related to Our Organizational Structure

  The future resales of substantial amounts of our common stock in the public markets, or the perception that such sales could occur, may cause the market price of our securities to drop significantly, even if our business is doing well

• NewRisks Related to Our Organizational Structure

  We have incurred and will continue to incur significant expenses and administrative burdens as a public company, which may adversely affect our business, prospects, financial condition, and results of operations

• NewRisks Related to Our Organizational Structure

  Our management team has limited experience in operating a public company

• NewRisks Related to Our Organizational Structure

  Our Certificate of Incorporation and Bylaws provide that we will indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law

• NewRisks Related to Our Organizational Structure

  We do not intend to pay dividends for the foreseeable future

• NewRisks Related to Our Organizational Structure

  The market price and trading volume of our common stock may be volatile and may decline significantly

• NewRisks Related to Our Organizational Structure

  If securities or industry analysts cease publishing research or reports about us, our business, or the market in which we operate, or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities may decline

• NewGeneral and Macroeconomic Risks

  General business and economic conditions, and risks related to the long-haul trucking, industrial trucking, oil and gas and defense ecosystems, may adversely affect our business, financial condition, and results of operations

Dropped

• DroppedRisks Related to Our Business and the Initial Business Combination

  Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination

  Shareholders may not vote on initial business combination.

• DroppedRisks Related to Our Business and the Initial Business Combination

  Your only opportunity to affect the decision regarding a potential business combination may be limited to the exercise of your right to require us to redeem your shares for cash, unless we seek shareholder approval of such business combination

  Opportunity to affect decision limited to share redemption.

• DroppedRisks Related to Our Business and the Initial Business Combination

  If we seek shareholder approval of our initial business combination, our Sponsor, directors and executive officers have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote

  Sponsor and officers agreed to vote in favor of combination.

• DroppedRisks Related to Our Business and the Initial Business Combination

  In this case, our Sponsor has agreed to vote its Class B ordinary shares, and our Sponsor and our officers and directors have agreed to vote any public shares acquired in or after the Initial Public Offering in favor of our initial business combination

  Specific vote thresholds needed to approve combination.

• DroppedRisks Related to Our Business and the Initial Business Combination

  The redemption rights of our public shareholders may make our financial condition unattractive to potential business combination targets and may make it difficult for us to enter into a business combination with a target

  Redemption rights may make financial condition unattractive.

• DroppedRisks Related to Our Business and the Initial Business Combination

  The ability of our public shareholders to exercise redemption rights with respect to a significant portion of our shares could increase the probability that our initial business combination is unsuccessful and that you would have to wait for liquidation for your shares to be redeemed

  Redemptions increase probability of unsuccessful combination.

• DroppedRisks Related to Our Business and the Initial Business Combination

  While we are currently seeking shareholder approval to extend the term we have to consummate our initial business combination, we may decide to no longer seek such approval, in which case we would redeem our public shares, and the warrants may be worthless

  Seeking approval to extend term to consummate combination.

• DroppedRisks Related to Our Business and the Initial Business Combination

  If we seek shareholder approval of our initial business combination, our Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants from public shareholders, which may reduce the public “float” of our Class A ordinary shares or warrants

  Sponsor may purchase public shares to reduce public float.

• DroppedRisks Related to Our Business and the Initial Business Combination

  If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed

  Failure to receive notice of offer to redeem shares.

• DroppedRisks Related to Our Business and the Initial Business Combination

  If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.10 per public share

  Third-party claims could reduce Trust Account proceeds.

• DroppedRisks Related to Our Business and the Initial Business Combination

  Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public shareholders

  Directors may not enforce Sponsor indemnification obligations.

• DroppedRisks Related to Our Business and the Initial Business Combination

  We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers

  Insufficient funds to satisfy officer and director indemnification.

• DroppedRisks Related to Our Business and the Initial Business Combination

  Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations

• DroppedRisks Related to Our Business and the Initial Business Combination

  If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination

• DroppedRisks Related to Our Business and the Initial Business Combination

  The grant of registration rights to our Sponsor may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares

• DroppedRisks Related to Our Business and the Initial Business Combination

  Because we are not limited to evaluating a target business in a particular industry sector and have not selected any specific target businesses to pursue in our initial business combination, you will not have the opportunity to assess the merits or risks of any particular target business’s operations

• DroppedRisks Related to Our Business and the Initial Business Combination

  We may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company

• DroppedRisks Related to Our Business and the Initial Business Combination

  The loss of a business combination target’s key personnel could adversely impact the operations and profitability of our post-combination business

• DroppedRisks Related to Our Business and the Initial Business Combination

  We may seek acquisition opportunities in industries or sectors which may or may not be outside of our directors and executive officers’ area of expertise

• DroppedRisks Related to Our Business and the Initial Business Combination

  We are not required to obtain an opinion from an independent entity that commonly renders valuation opinions, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view

• DroppedRisks Related to Our Business and the Initial Business Combination

  Unlike most other similarly structured blank check companies, our Sponsor will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination

• DroppedRisks Related to Our Business and the Initial Business Combination

  We may issue our shares to investors in connection with our initial business combination at a price which is less than the prevailing market price of our shares at that time

• DroppedRisks Related to Our Business and the Initial Business Combination

  Resources could be wasted in researching acquisitions that are not completed, which could materially and adversely affect subsequent attempts to identify and acquire or merge with another business

• DroppedRisks Related to Our Business and the Initial Business Combination

  Recent fluctuations in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an initial business combination

• DroppedRisks Related to Our Business and the Initial Business Combination

  Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by difficult market and geopolitical conditions

• DroppedRisks Related to Our Business and the Initial Business Combination

  Ares may choose not to refer certain opportunities to us due to reputational interests, financial interests, confidentiality concerns, legal, regulatory, tax and any other interests or considerations relevant to Ares, its clients and their respective portfolio companies

• DroppedRisks Related to Our Business and the Initial Business Combination

  We may engage in a business combination with one or more target businesses that have relationships with entities that are affiliated with our Sponsor, executive officers, directors or existing holders, which may raise potential conflicts of interest

• DroppedRisks Related to Our Business and the Initial Business Combination

  To complete a business combination, we may issue notes or other debt securities or otherwise incur substantial debt, which may adversely affect our leverage and financial condition and negatively impact the value of our shares

• DroppedRisks Related to Our Business and the Initial Business Combination

  As of December 31, 2024, we had $550,800,038 in the Trust Account

• DroppedRisks Related to Our Business and the Initial Business Combination

  We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability

• DroppedRisks Related to Our Business and the Initial Business Combination

  We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable or attractive as the limited information may have indicated

• DroppedRisks Related to Our Business and the Initial Business Combination

  Our shareholders may collectively own a minority of the post-business combination company and accordingly, our directors and executive officers may not be able to maintain control of a target business after our initial business combination

• DroppedRisks Related to Our Business and the Initial Business Combination

  We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our shareholders do not agree

• DroppedRisks Related to Our Business and the Initial Business Combination

  Although we believe that the net proceeds of the Initial Public Offering, the sale of the Private Placement Warrants and

• DroppedRisks Related to Our Business and the Initial Business Combination

  Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses

• DroppedRisks Related to Our Business and the Initial Business Combination

  Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition

• DroppedRisks Related to Our Business and the Initial Business Combination

  If our initial business combination involves a company organized under the laws of a state of the United States, it is possible a 1% U.S. federal excise tax will be imposed on us in connection with redemptions of our ordinary shares after or in connection with such initial business combination

• DroppedRisks Related to Our Business and the Initial Business Combination

  As an entity incorporated as a Cayman Islands exempted company, the 1% excise tax is not expected to apply to redemptions of our Class A ordinary shares (absent any regulations and other additional guidance that may be issued in the future with retroactive effect)

• DroppedRisks Related to Our Business and the Initial Business Combination

  In recent years, challenging market conditions have caused an increasing number of special purpose acquisition companies to be unable to complete an initial business combination

• DroppedRisks Related to Our Business and the Initial Business Combination

  Exchange rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished

• DroppedRisks Related to Our Business and the Initial Business Combination

  Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination

• DroppedRisks Relating to Our Management Team

  We are dependent upon our executive officers and their loss could adversely affect our ability to operate

• DroppedRisks Relating to Our Management Team

  Our ability to effectuate our initial business combination and to successfully operate thereafter will depend on our key personnel. The loss of, or inability to attract, key personnel could negatively impact the operations and profitability of our post-combination business

• DroppedRisks Relating to Our Management Team

  Our failure to appropriately address conflicts of interest could adversely affect our business and reputation

• DroppedRisks Relating to Our Management Team

  Our executive officers and directors will allocate their time to other businesses, which could have a negative impact on our ability to complete our initial business combination

• DroppedRisks Relating to Our Management Team

  Certain of our officers and directors have or will have direct and indirect economic interests in us and/or our Sponsor and such interests may potentially conflict with those of our public shareholders as we evaluate and decide whether to recommend a potential business combination to our public shareholders

• DroppedRisks Relating to Our Management Team

  Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests

• DroppedRisks Relating to Our Management Team

  Compliance with United States securities laws may require additional time and resources

• DroppedRisks Relating to Ownership of Our Securities

  You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss

• DroppedRisks Relating to Ownership of Our Securities

  The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions

• DroppedRisks Relating to Ownership of Our Securities

  You will not be entitled to protections normally afforded to investors of blank check companies subject to Rule 419 of the Securities Act

• DroppedRisks Relating to Ownership of Our Securities

  The value of the Class B ordinary shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per share

• DroppedRisks Relating to Ownership of Our Securities

  Our warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination

• DroppedRisks Relating to Ownership of Our Securities

  We may also issue Class A ordinary shares in connection with our redemption of our warrants

• DroppedRisks Relating to Ownership of Our Securities

  Because each Unit contains one-half of one redeemable warrant and only a whole warrant may be exercised, the Units may be worth less than units of other blank check companies

• DroppedRisks Relating to Ownership of Our Securities

  A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination

• DroppedRisks Relating to Ownership of Our Securities

  Our Sponsor controls a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support

• DroppedRisks Relating to Ownership of Our Securities

  We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or executive officers, or enforce judgments obtained in the United States courts against our directors or officers

• DroppedRisks Relating to Ownership of Our Securities

  Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench our directors

• DroppedRisks Relating to Ownership of Our Securities

  An investment in our securities may result in uncertain or adverse U.S. federal income tax consequences

• DroppedRisks Relating to Ownership of Our Securities

  Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares

• DroppedRisks Relating to Ownership of Our Securities

  We may not hold an annual shareholder meeting until after the consummation of our initial business combination

• DroppedRisks Relating to Ownership of Our Securities

  You will not be permitted to exercise your warrants unless we register and qualify the underlying Class A ordinary shares or certain exemptions are available

• DroppedRisks Relating to Ownership of Our Securities

  The warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and there is no information regarding such other security at this time

• DroppedRisks Relating to Ownership of Our Securities

  We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders or warrant holders

• DroppedRisks Relating to Ownership of Our Securities

  After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal rights

• DroppedRisks Relating to Ownership of Our Securities

  We may reincorporate in or transfer by way of continuation to another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights

• DroppedRisks Relating to Ownership of Our Securities

  The securities in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.10 per share

• DroppedRisks Relating to Ownership of Our Securities

  We are an early stage company with no revenues, and you have no basis on which to evaluate our ability to achieve our business objective

Reworded

• 47% rewrittenRisks Related to Our Warrants

  Your Public Warrants may be redeemed prior to their exercise at a time that is disadvantageous to you

  Lowered the common stock price threshold for warrant redemption from $18.00 to $14.53 per share.

  Was: We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless

All 64 risk factors

Headings as the filing states them, in filing order.

Other Kodiak AI 10-Ks

• FY2024 10-K risk factors

  70 risks

  Kodiak AI is a blank check company holding $550,800,038 in trust, currently seeking an initial business combination.

  Filed Mar 12, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.