0001853138 2026-05-29 2026-05-29 0001853138 1 2026-05-29 2026-05-29 0001853138 2 2026-05-29 2026-05-29 0001853138 1 2026-05-29 2026-05-29 0001853138 2 2026-05-29 2026-05-29 iso4217:USD pure shares S-1 S-1 EX-FILING FEES 0001853138 Kodiak AI, Inc. N/A true false S-1 Kodiak AI, Inc. false Equity Common stock, par value $0.0001 per share true 15384609 6.96 107076878.64 0.0001381 14787.32 false Equity Common stock, par value $0.0001 per share, underlying warrants true 15384609 6.96 107076878.64 0.0001381 14787.32 214153757.28 29574.64 0.00 12015.99 17558.65 Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Securities Act"), there are also being registered an indeterminable number of additional shares of the Registrant's common stock, par value $0.0001 ("Common Stock") as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. Consists of 15,384,609 shares of the Registrant's Common Stock held by certain securityholders that are registered for resale in this Registration Statement. The proposed maximum aggregate offering price (the "PMOPU") is estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act, based on the average of the high and low prices of Common Stock as reported on the Nasdaq Global Market on May 28, 2026, which was approximately $6.96 per share. Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional shares of the Common Stock as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. Consists of 15,384,609 shares of Common Stock issuable by the Registrant upon the conversion of the 2026 PIPE Warrants (as defined in this Registration Statement). These shares are registered for resale in this Registration Statement. The PMOPU is estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act, based on the average of the high and low prices of Common Stock as reported on the Nasdaq Global Market on May 28, 2026, which was approximately $6.96 per share. true Kodiak AI, Inc. S-4 333-287278 2025-05-14 12015.99 Equity Kodiak AI, Inc. Common Stock issuable upon exercise of Warrants and Warrants exercisable for Kodiak AI, Inc. Common Stock 484765500.00 true Kodiak AI, Inc. S-4 333-287278 2025-05-14 12015.99 Under a registration statement on Form S-4 (File No. 333-287278) initially filed by the Registrant on May 14, 2025 and subsequently amended (as amended, the "Business Combination Registration Statement"), the Registrant registered 14,300,000 Private Placement Warrants (as defined therein) and 25,000,000 Public Warrants (as defined therein). The Business Combination Registration Statements also registered the Common Stock issuable upon the exercise of the Public Warrants and Private Placement Warrants. The Registrant subsequently removed from registration under the Business Combination Registration Statement the Common Stock issuable upon exercise of the Public Warrants and the Private Placement Warrants. A filing fee of $74,217.60 was previously paid in connection with the Public Warrants and Private Placement Warrants on the Business Combination Registration Statement (the "Filing Fee"). On December 1, 2025 the Registrant filed a registration statement on Form S-8 (File No. 333-291864) that used $49,563.03 of the Filing Fee, and on March 12, 2026 the Registrant filed a registration statement on Form S-8 (File No. 333-294223) that used $12,638.58 of the Filing Fee, resulting in a remaining fee offset balance of $12,015.99 (the "Remaining Filing Fee Balance"). In accordance with Rule 457(p) of the Securities Act, the Remaining Filing Fee Balance will offset the filing fee due pursuant to this Registration Statement. Under the Business Combination Registration Statement, the Registrant registered 14,300,000 Private Placement Warrants (as defined therein) and 25,000,000 Public Warrants (as defined therein). The Business Combination Registration Statements also registered the Common Stock issuable upon the exercise of the Public Warrants and Private Placement Warrants. The Registrant subsequently removed from registration under the Business Combination Registration Statement the Common Stock issuable upon exercise of the Public Warrants and the Private Placement Warrants. The Registrant previously paid the Filing Fee and in accordance with Rule 457(p) of the Securities Act $12,015.99 of the Remaining Filing Fee Balance will be used to offset the filing fee due pursuant to this Registration Statement. Under the Business Combination Registration Statement, the Registrant registered (i)14,300,000 Private Placement Warrants and (ii) 25,000,000 Public Warrants. The Business Combination Registration Statement also registered the Common Stock issuable upon the exercise of the Public Warrants and Private Placement Warrants. The Registrant subsequently removed from registration under the Business Combination Registration Statement the Common Stock issuable upon exercise of the Public Warrants and the Private Placement Warrants. The Registrant previously paid the Filing Fee and in accordance with Rule 457(p) of the Securities Act $12,015.99 of the Remaining Filing Fee Balance will offset the filing fee due pursuant to this Registration Statement.