KDK on Nasdaq

Kodiak AI, Inc.

Kodiak AI, Inc. is a leading provider of physical AI.2 It is headquartered in Wilmington, United States.2 Its shares trade on Nasdaq under the symbol KDK.2

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Last updated Oct 21, 2026.

Overview

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  • TickerKDK on Nasdaq2
  • IndustryServices-Computer Integrated Systems Design2
  • HeadquartersWilmington, United States2
  • Incorporated inDE3
  • Business address1049 Terra Bella Avenue, Mountain View, Ca 940433
  • Filer categoryAccelerated filer, Emerging growth company3
  • Legal formCorporation2
  • LEI529900DVZ27BDFLMDZ222
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressc/o THE CORPORATION TRUST COMPANY, CORPORATION TRUST CENTER 1209 ORANGE ST, 19801 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 102652732

Kodiak is a leading provider of physical AI, with a focus on AI-powered autonomous vehicle (“AV”) technology, that is designed to help tackle some of the toughest driving jobs. Our driverless solution can help address the critical problem of safely transporting goods in the face of unprecedented supply chain challenges. We believe that driverless trucks can enhance road safety, improve truck utilization, reduce costs, expand margins for fleet owners, alleviate supply chain pressures and create better jobs for truck drivers.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-2966.2%Operating margin5
-15420.7%Net margin5
-74.6%Revenue growth, 20255
-$116.5MFree cash flow5

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Research and development100¢$50.2M
  • Income tax0¢$3.0K

Out of $3.8M in revenue.5 The company lost money this year.

Financial statements

Revenue5$3.8M in 2025−78% since 2023
0$5.0M$10.0M$15.0M$20.0M2023: $16.9M$16.9M20232024: $14.9M$14.9M2024−12%2025: $3.8M$3.8M2025−75%
Operating income65-$112.6M in 2025+3179601% since 2022
-$150.0M-$100.0M-$50.0M02022: -$3.5K-$3.5K20222023: -$53.8M-$53.8M2023+1520199%2024: -$61.7M-$61.7M2024+15%2025: -$112.6M-$112.6M2025+82%
Net income65-$585.5M in 2025+16530815% since 2022
-$600.0M-$400.0M-$200.0M02022: -$3.5K-$3.5K20222023: -$56.9M-$56.9M2023+1607608%2024: -$69.5M-$69.5M2024+22%2025: -$585.5M-$585.5M2025+743%

Every line of the income statement as filed: the last 3 fiscal years, latest first.5

Period ending2025-12-312024-12-312023-12-31
Revenues$3.8M$14.9M$16.9M
Research and development$50.2M$43.4M$39.5M
General and administrative$36.7M$21.0M$20.3M
Truck and freight operations$24.8M$9.0M$7.7M
Sales and marketing$4.8M$3.2M$3.4M
Total operating expenses$116.4M$76.7M$70.8M
Loss from operations-$112.6M-$61.7M-$53.8M
Interest expense-$4.1M-$5.0M-$5.4M
Interest income and other, net-$1.3M$895.0K$2.2M
Loss on issuance of equity instruments-$210.7M$0$0
Change in fair value of second lien loans-$24.4M$0$0
Change in fair value of simple agreements for future equity-$190.1M-$4.1M$0
Total other expenses, net-$472.9M-$7.7M-$3.1M
Net loss before income taxes-$585.5M-$69.5M-$56.9M
Income taxes-$3.0K-$1.0K-$9.0K
Net loss-$585.5M-$69.5M-$56.9M
Unrealized gains (losses) on marketable securities, net of tax$22.0K$0-$10.0K
Comprehensive loss-$585.5M-$69.5M-$57.0M
Net loss per common share, basic (in dollars per share)-$6.42-$1.19-$0.98
Net loss per common share, diluted (in dollars per share)-$6.42-$1.19-$0.98
Weighted-average common shares outstanding, basic (in shares)91.2M shares58.4M shares57.9M shares
Weighted-average common shares outstanding, diluted (in shares)91.2M shares58.4M shares57.9M shares

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Corporate structure

Kodiak AI, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Kodiak AI, Inc.

  • Kodiak AI, Inc. Wilmington, Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Kodiak AI, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$33.3M5 Dec 31, 2025$19.7M5 Dec 31, 2024+69.0%
Accumulated depreciation$17.2M5 Dec 31, 2025$14.0M5 Dec 31, 2024+22.7%
Property and equipment, net$26.6M5 Dec 31, 2025$6.7M5 Dec 31, 2024+295.0%
Operating-lease assets (leased space)$5.3M5 Dec 31, 2025$7.1M5 Dec 31, 2024−26.1%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$50.8M5 Dec 31, 2025$16.7M5 Dec 31, 2024+203.8%
Marketable securities, current$69.9M5 Dec 31, 2025$05 Dec 31, 2024
Debt securities available for sale$69.9M5 Dec 31, 2025

Properties, in its own words

Our corporate headquarters is in Mountain View, California, where we lease approximately 34,000 square feet of office and industrial space pursuant to leases that expire between 2026 and 2027, and may be extended at our election. Our Mountain View facilities contain R&D, operations and back-office functions. We lease approximately 75,000 square feet of office and industrial space in Lancaster, Texas that expires in 2031. Our Lancaster facility mainly contains operations with some back-office and R&D functions. We have leases with two third-party data centers—one in Santa Clara, California and one in Dallas, Texas. Our industrial operations are in Odessa, Texas where we lease over 18,000 square feet of industrial/warehouse space pursuant to a lease that expires in 2031.

We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations.

Item 2 of the 10-K filed Mar 11, 2026.4

Leadership

Who has led Kodiak AI, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (15)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Director, PromoterBrad J Coleman named Apr 29, 2025 to Sep 24, 202529

Former names

  • Kodiak Al, Inc.Sep 24, 2025 to Sep 24, 20253
  • Ares Acquisition Corp IIMay 14, 2021 to Sep 24, 20253

Timeline

  1. Aug 6, 20268-K Results of operations30
  2. Jul 2, 20268-K Executive or director change31
  3. Jun 15, 20268-K Shareholder vote32
  4. May 7, 20268-K Entered a material agreement; Results of operations; Unregistered sale of shares33
  5. Mar 10, 20268-K Results of operations34
  6. Dec 31, 20258-K Entered a material agreement; Ended a material agreement; New debt or obligation35
  7. Nov 13, 20258-K Financial statements and exhibits36
  8. Nov 12, 20258-K Results of operations37
  9. Oct 21, 20258-K Change to shareholders' rights38
  10. Oct 10, 20258-K Financial statements and exhibits39
  11. Sep 30, 20258-K Entered a material agreement; Completed an acquisition or sale; Listing notice or transfer40
  12. Sep 24, 2025New chief executive Donald L. Burnette becomes CEO10
  13. Sep 23, 2025Founded Kodiak AI, Inc. is founded2
  14. Sep 23, 20258-K Unregistered sale of shares; Regulation FD disclosure; Other events41
  15. Apr 21, 2023New chief executive David Kaplan becomes CEO11

Calendar

Coming up

  1. Nov 5, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported ($0.49) a share, on Nov 12, 2025.42

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results30
  2. May 7, 2026Reported quarterly or annual results33
  3. Mar 10, 2026Reported quarterly or annual results34
  4. Nov 12, 2025Reported quarterly or annual results37

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

258 filings to the SEC since October 2021: 3 annual reports, 11 quarterly reports, 28 major events, 59 insider forms, 36 large holders, 3 private raises, 118 other. The latest 20:

  1. Sep 30, 2026144 EDGAR
  2. Sep 29, 2026144 EDGAR
  3. Sep 25, 2026144 EDGAR
  4. Aug 14, 2026SCHEDULE 13G EDGAR
  5. Aug 14, 2026SCHEDULE 13G/A EDGAR
  6. Aug 7, 2026424B3 EDGAR
  7. Aug 7, 2026424B3 EDGAR
  8. Aug 7, 202610-Q EDGAR
  9. Aug 6, 20268-K EDGAR
  10. Aug 5, 2026SCHEDULE 13G/A EDGAR
  11. Jul 2, 20264 EDGAR
  12. Jul 2, 20264 EDGAR
  13. Jul 2, 20264 EDGAR
  14. Jul 2, 20264 EDGAR
  15. Jul 2, 20264 EDGAR
  16. Jul 2, 20264 EDGAR
  17. Jul 2, 2026424B3 EDGAR
  18. Jul 2, 2026424B3 EDGAR
  19. Jul 2, 20268-K EDGAR
  20. Jun 16, 20264 EDGAR

The 258 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Surajit DattaChief Financial Officer51$141.7K$13.7M63
2025Don BurnetteChief Executive Officer40$375.0K$7.7M63
2025Michael WiesingerChief Operating Officer39$354.5K$3.5M63
2024Michael WiesingerChief Operating Officer39$294.4K$854.7K63
2024Don BurnetteChief Executive Officer40$325.0K$390.0K63

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Dec 31, 2025Raised $499,000 in a private offering of equity Form D: 1 investor so far Form D
  2. Sep 15, 2025Raised $145 million in a private offering of equity Form D: $200 million offered in all Form D
  3. Apr 14, 2025Raised $60 million in a private offering of equity Form D: $100 million offered in all Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 76. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Battery Management Corp.11,356,669$57.7M15.7%No change
Ares Management LLC10,610,857$53.9M2.4%New
Soros Fund Management LLC9,767,037$49.6M0.8%No change
Sip Global Opportunity Manager LLC9,552,270$48.5M100.0%No change
Lightspeed Management Company, L.l.c.7,340,475$37.3M1.6%No change
ARK Investment Management LLC5,150,227$26.2M0.2%+1,344,999
Vanguard Capital Management LLC4,850,953$24.6M0.0%+3,675,782
Alyeska Investment Group, L.P.3,846,153$19.5M0.1%New
Amova Asset Management Americas, Inc.2,361,678$12.0M0.2%+683,727
Sumitomo Mitsui Trust Group, Inc.2,361,678$12.0M0.0%+683,727
LMR Partners LLP1,923,076$9.8M0.1%New
BlackRock, Inc.1,786,046$9.1M0.0%−20,027
Geode Capital Management, LLC1,447,726$7.4M0.0%+106,163
StepStone Group LP1,412,928$7.2M0.3%+226
Polar Asset Management Partners Inc.1,381,353$7.0M0.2%New
State Street Corp1,286,467$6.5M0.0%+507,502
Meteora Capital, LLC778,963$4.0M0.3%New
Millennium Management LLC731,548$3.7M0.0%New
Vanguard Fiduciary Trust Co672,896$3.4M0.0%+110,620
Charles Schwab Investment Management Inc663,647$3.4M0.0%+33,389
UBS Group AG580,155$2.9M0.0%+92,056
Ghisallo Capital Management LLC571,119$2.9M0.1%New
Boothbay Fund Management, LLC459,697$2.3M0.0%New
IQ EQ FUND MANAGEMENT (IRELAND) Ltd459,330$2.3M0.1%+80,893
Linden Advisors LP384,615$1.8M0.1%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Kodiak AI, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARKodiak AI, Inc.1
  • CIK0001853138
  • Employer ID (EIN)98-15921124
  • Filer statusAccelerated filer an emerging growth company; not a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)7373 Services-Computer Integrated Systems Design1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address1049 Terra Bella Avenue, Mountain View, CA 940431
  • Phone650-209-80051
  • Shares outstanding200,618,170 as of Jul 31, 20268
  • Public float$559.0M as of Jun 30, 20254
  • AuditorDeloitte & Touche LLP, San Jose, California PCAOB ID 34; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceMay 14, 20211
  • Filings259 in all: 425 (39), 4 (28), 8-K (26), 3 (21), 424B3 (15), SCHEDULE 13G/A (15), CORRESP (12), SCHEDULE 13G (12)1
    All 36 form types

    10-Q (11), 4/A (10), UPLOAD (8), DEFA14A (6), EFFECT (6), SC 13G (6), S-1/A (4), S-4/A (4), 10-K (3), 144 (3), D (3), S-1 (3), 8-A12B (2), 8-K/A (2), CERT (2), DEF 14A (2), DRS/A (2), POS AM (2), S-8 (2), SCHEDULE 13D (2), 25 (1), 424B4 (1), ARS (1), DRS (1), PRE 14A (1), S-1MEF (1), S-4 (1), SC 13G/A (1)

  • Latest filingsAnnual report (10-K) Mar 11, 2026
    Quarterly report (10-Q) Aug 7, 2026
    Proxy statement (DEF 14A) Apr 24, 2026
    Latest 8-K (8-K) Aug 6, 2026

Securities registered for trading

ClassSymbolExchange
Common stock, par value $0.0001 per shareKDKThe Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for one share of common stock at an exerciseprice of $9.28KDKRWThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 11, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Kodiak AI, Inc. names in Item 1A of its 10-K filed Mar 11, 2026: 72 risks under these headings, as written.4

  • included elsewhere in this Annual Report. Our business, as well as our reputation, financial condition, results of operations and price of our securities could also be adversely affected any of these risks and other risks and uncertainties not currently known to us or that we currently do not believe are material. In that event, the market price of our securities could decline, and you could lose part or all of your investment.
  • Risks 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.
  • We have incurred net losses since inception, and we may not achieve or maintain profitability in the future.
  • Our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.
  • 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 not be accepted and adopted by the market, the public, regulators or other stakeholders at the pace we expect or at all.
  • Any failure to commercialize our solution at scale may have an adverse effect on our business, financial condition, and results of operations.
  • 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.
  • 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.
  • AV technology presents the risk of significant injury, including fatalities. Any incidents with our technologies could cause us to be subject to product liability claims that may result in significant direct or indirect costs and could adversely affect our brand image in our target markets, all of which may adversely affect our business, financial condition and results of operations.
  • 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.
The other 61 risks
  • 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.
  • 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.
  • We have provided, and may in the future provide, certain progress and performance metrics, including the Autonomy Readiness Measure. These metrics are subject to inherent challenges in measurement; real or perceived inaccuracies in such metrics and metrics values that are below expectations could materially and adversely affect our business, prospects, financial condition and results of operations.
  • Our brand and reputation may be harmed by negative publicity or safety and other concerns regarding the Kodiak Driver and our company. Failure to maintain, protect and enhance our brand may limit our ability to expand or retain our customer base, which may adversely affect our business, financial condition and results of operations.
  • 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.
  • We may experience difficulties in managing our growth and expanding our operations.
  • 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.
  • Our inability to plan and manage our costs may adversely affect our business, financial condition, and results of operations.
  • 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.
  • We depend on the experience and expertise of our senior management team, engineers, and certain other key employees. The loss of any executive officer or key employee, or the inability to identify, recruit and retain qualified employees in a timely manner, may adversely affect our business, financial condition and results of operations.
  • We rely on our third-party suppliers, OEMs, upfitters, services providers and partners, some of which are single or limited-source suppliers or providers of certain key components for, and services used in connection with, the Kodiak Driver, and are thus susceptible to supply shortages, long lead times for components, supply changes, and limitations or constraints on service provider support availability or capacity.
  • We are subject to cybersecurity risks related to our operational systems, security systems, infrastructure, integrated software and partners’ and customers’ data processed by us or third-party vendors. Any material failure, security breach or other cyber incidents may prevent us from effectively operating our business, and could result in investigations, litigation, or penalties, any of which may adversely affect our business, financial condition, and results of operations.
  • 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.
  • Risks 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.
  • Certain of our customer contracts may be terminated by the customer at any time for convenience and/or may contain other provisions permitting the customer to discontinue contract performance, and if terminated contracts are not replaced, our results of operations may differ materially and adversely from those anticipated. In addition, our contracts with government customers often contain provisions with additional rights and remedies favorable to such customers that are not typically found in commercial 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.
  • Risks Related to Our Intellectual Property Rights
  • We may not be able to adequately establish, maintain, protect, and enforce our technology and intellectual property rights or prevent others from unauthorized use of our technology and intellectual property rights, which may adversely affect our business, financial condition, and results of operations. Our efforts to protect and enforce our intellectual property rights and prevent third parties from violating our intellectual property rights may be costly and time-consuming, or less effective than anticipated.
  • 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.
  • We may be subject to intellectual property infringement claims, which, whether meritless or not, may be expensive and time-consuming to defend, distract management, require us to pay significant damages and limit our ability to use certain technologies, any of which may adversely affect our business, financial condition and results of operations.
  • 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.
  • Our patents may expire and may not be extended, our patent applications may not be granted and our patent rights may be contested, circumvented, invalidated, or their scope limited. As a result, we may not be able to prevent others from developing or exploiting competing technologies, which may adversely affect our business, prospects, financial condition and results of operations.
  • 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.
  • We may be subject to claims that we or our employees have wrongfully used or disclosed trade secrets or other proprietary information of our employees’ former employers, which, whether or not meritless, could be distracting to management, expensive and time-consuming to defend, and result in significant liability and harm our reputation, any of which may adversely affect our business, financial condition, and results of operations.
  • Our software contains third-party open-source software components, which may expose us to information security vulnerabilities, result in failures, errors, and defects, and may not be supported now or in the future. Our failure to comply with the terms of the underlying open-source software licenses may restrict our ability to sell our products, give
  • rise to claims for infringement or breach of contract, or require us to disclose and license certain of our proprietary source code.
  • 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.
  • Risks Related to Our Legal and Regulatory Environment
  • We are subject to substantial regulations, including regulations governing motor carriers and autonomous vehicles, and unfavorable changes to, whether initiated by regulators or through the pressure of organized labor, or failure by us to comply with, these regulations may adversely affect our business, financial condition and results of operations.
  • 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.
  • Failures, or perceived failures, to comply with privacy or cybersecurity laws and regulations may adversely impact our business, and such legal requirements are evolving, uncertain and may require changes to our policies and operations, which could increase our costs or prevent us from effectively operating our business.
  • An uncertain and evolving legal and regulatory environment relating to artificial intelligence may adversely affect our business, financial condition, and results of operations.
  • 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.
  • We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws, and non-compliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which may adversely affect our business, prospects, financial condition and results of operations and also our reputation.
  • 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.
  • 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.
  • Risks 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.
  • 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.
  • 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.
  • 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.
  • Our current and future insurance coverage may not be adequate to protect us from all business risks or may be prohibitively expensive.
  • 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.
  • Unanticipated changes in effective tax rates, adverse outcomes resulting from examination of our income, changes in tax laws or regulations, changes in our ability to utilize our net operating loss, or other tax-related changes may adversely affect our business, prospects, financial condition, and results of operations.
  • 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.
  • Our ability to utilize our net operating loss carryforwards may be limited.
  • 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.
  • Our credit facilities contain restrictive covenants and other terms that may impair our ability to conduct business.
  • 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.
  • There is substantial doubt about our ability to continue as a “going concern.”
  • Risks Related to Our Securities
  • There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.
  • An active trading market for our securities may not develop, which may limit your ability to sell such 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.
  • Our Bylaws designate a state or federal court located within the State of Delaware as the exclusive forum for certain types of actions and proceedings, and the federal district courts as the exclusive forum for Securities Act claims, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, stockholders or employees.
  • 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.
  • 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.
  • Risks Related to Our Warrants
  • We may amend the terms of the Public Warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders of at least 50% of the then-outstanding Public Warrants. As a result, the exercise price of your Public Warrants could be increased, the exercise period could be shortened and the number of common stock purchasable upon exercise of a Public Warrant could be decreased, all without your approval.
  • The Warrant Agreement designates the courts of the State of New York or the U.S. District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our Public Warrants, which could limit the ability of Public Warrant holders to obtain a favorable judicial forum for disputes with us.
  • There is no guarantee that our Public Warrants will ever be in the money, and they may expire worthless.
  • Your Public Warrants may be redeemed prior to their exercise at a time that is disadvantageous to you.
  • 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.
  • Risks 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.
  • 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.
  • Our management team has limited experience in operating a public company.

Legal proceedings

From time to time, we may become subject to or involved in various claims, lawsuits and other legal or other administrative proceedings in the ordinary course of business. We are not currently a party to any such claims, lawsuits or proceedings currently pending, individually or in the aggregate, that are likely to have a material adverse effect on our business. Future litigation may be necessary or warranted to defend ourselves or our partners or to establish or assert our rights. The results of any current or future legal proceedings or litigation cannot be predicted with certainty and regardless of the outcome, legal proceedings or litigation can have an adverse impact on us, including because of defense and settlement costs, diversion of management resources and other factors.

The opening of Item 3, Legal Proceedings.4

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