XML 131 R12.htm IDEA: XBRL DOCUMENT
v3.25.3

Fair Value Measurements | 9 Months Ended | 12 Months Ended
--- | --- | ---
Sep. 30, 2025 | Dec. 31, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |  |
Fair Value Measurements | 4. Fair Value Measurements The carrying amounts of the Company’s financial instruments, including accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities and the current portion of operating lease liabilities approximate their fair value due to the short-term nature of those instruments. The Company elected the fair value option for the second lien loans. The fair value of the Company’s other borrowings approximates their carrying value, or amortized cost, due to the short-term nature of the obligations or the relevant prevailing market rate of interest. The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):
|  | September 30, 2025 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
PIPE Warrants |  | $ | — |  |  | $ | — |  |  | $ | 86,359 |  |  | $ | 86,359 |
NRA Warrants |  |  | — |  |  |  | — |  |  |  | 36,968 |  |  |  | 36,968 |
Second lien loan |  |  | — |  |  |  | — |  |  |  | 10,423 |  |  |  | 10,423 |
Total liabilities measured at fair value |  | $ | — |  |  | $ | — |  |  | $ | 133,750 |  |  | $ | 133,750 |
|  | December 31, 2024 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash equivalents: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Money market funds |  | $ | 9,439 |  |  | $ | — |  |  | $ | — |  |  | $ | 9,439 |
Total assets measured at fair value |  | $ | 9,439 |  |  | $ | — |  |  | $ | — |  |  | $ | 9,439 |
|  | December 31, 2024 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
SAFEs |  | $ | — |  |  | $ | — |  |  | $ | 59,301 |  |  | $ | 59,301 |
Redeemable convertible preferred stock warrant liabilities |  |  | — |  |  |  | — |  |  |  | 1,619 |  |  |  | 1,619 |
Total liabilities measured at fair value |  | $ | — |  |  | $ | — |  |  | $ | 60,920 |  |  | $ | 60,920 |
The Company did not have any assets measured at fair value fair on a recurring basis as of September 30, 2025. The Company’s money market funds as of December 31, 2024 were highly liquid and actively traded marketable securities that generally transacted at a stable $1.00 net asset value representing its estimated fair value. The Company measures its warrant liabilities (see Note 9), second lien loans (see Note 6) and SAFEs (see Note 7) at fair value based on significant inputs not observable in the market and therefore represent Level 3 inputs. The valuations of the warrant liabilities, second lien loans, and future equity obligations use assumptions and estimates the Company believes would be made by a market participant in making the same valuation. Changes in the fair value of these instruments were recognized in other (expenses) income in the Company’s condensed consolidated statements of operations and comprehensive loss. Warrant Liabilities—PIPE Warrants and NRA Warrants The Company determined the fair value of each of its PIPE Warrants and NRA Warrants using a Monte Carlo simulation model, applying the following key assumptions as of the issuance date on September 24, 2025: a risk-free rate of 3.8% and volatility of 55.0%. Upon issuance, the fair values of the PIPE Warrants and NRA Warrants were recorded under loss on issuance of common stock warrants in the condensed consolidated statements of operations and comprehensive loss. Given the short period between the issuance date and September 30, 2025, and the absence of significant changes in the key valuation assumptions, the Company concluded that there was no material change in the fair value of the PIPE Warrants and NRA Warrants as of September 30, 2025. Second Lien Loans At the Closing, all then outstanding second lien loans, excluding the $10.0 million SAFE from an affiliate of AACT that was exchanged for a second lien loan, were converted into Kodiak common stock (see Note 6). Immediately prior to such conversion, the aggregate principal amount of the second lien loans that converted was $43.9 million and had an estimated fair value of $67.4 million, which was determined based on the opening price of the Company’s common stock on the first day of trading following the consummation of the Merger. The Company determined the fair value of the outstanding second lien loans with a principal amount of $10.0 million using a pay-off-to-maturity method, with an implied discount rate of 22.0% as the key valuation assumption as of September 30, 2025. Simple Agreements for Future Equity At the Closing, all outstanding SAFEs were converted into shares of Kodiak common stock (see Note 7). Immediately prior to such conversion, the SAFE obligations were remeasured to a fair value of $263.0 million, which was determined based on the opening price of the Company’s common stock on the first day of trading following the consummation of the Merger. Accordingly, no SAFEs remained outstanding as of September 30, 2025. Legacy Kodiak Warrant Liabilities—Redeemable Convertible Preferred Stock Warrants At the Closing, certain redeemable convertible preferred stock warrants were automatically net exercised (see Note 9). The remaining outstanding redeemable convertible preferred stock warrants were assumed by Kodiak to become warrants to purchase shares of its common stock, which were remeasured to fair value on the Closing Date and reclassified to equity as they met the conditions for equity classification (see Note 11). The Company determined the fair value of its redeemable convertible preferred stock warrants as of the Closing Date by using a Black-Scholes option-pricing model with key assumptions as follows: exercise price range of $0.01 to $3.54, expected term range of 0.0 years to 4.8 years, risk-free rate range of 3.6% to 3.9% and volatility of 55.0%. Fair Value Remeasurement The following table summarizes changes in the estimated fair values of these liabilities (in thousands):
|  | Second Lien Loans |  |  | SAFE |  |  | Legacy Kodiak Redeemable Convertible Preferred Stock Warrants |
Balance as of December 31, 2024 |  | $ | — |  |  | $ | 59,301 |  |  | $ | 1,619 |
Issuance of second lien loans |  |  | 43,865 |  |  |  | — |  |  |  | — |
Issuance of SAFEs |  |  | — |  |  |  | 23,660 |  |  |  | — |
Exchange of SAFE for second lien loan |  |  | 10,000 |  |  |  | (10,000 | ) |  |  | — |
Reclassification of Assumed Kodiak Warrants |  |  | — |  |  |  | — |  |  |  | (3,842 | )
Fair value remeasurement |  |  | 23,938 |  |  |  | 190,075 |  |  |  | 7,272 |
Settlement via conversion or exercise |  |  | (67,380 | ) |  |  | (263,036 | ) |  |  | (5,049 | )
Balance as of September 30, 2025 |  | $ | 10,423 |  |  | $ | — |  |  | $ | — |
Balance as of December 31, 2023 |  | $ | — |  |  | $ | 10,000 |  |  | $ | 2,045 |
Issuance of SAFEs |  |  | — |  |  |  | 44,054 |  |  |  | — |
Fair value remeasurement |  |  | — |  |  |  | — |  |  |  | (321 | )
Balance as of September 30, 2024 |  | $ | — |  |  | $ | 54,054 |  |  | $ | 1,724 |
4. | Fair Value Measurements
The carrying amounts of the Company’s financial instruments, including accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities and the current portion of operating lease liabilities approximate their fair value due to the short-term nature of those instruments. The fair value of the Company’s debt approximates its carrying value, or amortized cost, due to the prevailing market rates of interest rates it bears. The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):
|  | December 31, 2024 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Assets |  |  |  |
Money market funds |  | $ | 9,439 |  |  | $ | — |  |  | $ | — |  |  | $ | 9,439 |
Total assets measured at fair value |  | $ | 9,439 |  |  | $ | — |  |  | $ | — |  |  | $ | 9,439 |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
SAFEs |  | $ | — |  |  | $ | — |  |  | $ | 59,301 |  |  | $ | 59,301 |
Redeemable convertible preferred stock warrant liabilities |  |  | — |  |  |  | — |  |  |  | 1,619 |  |  |  | 1,619 |
Total liabilities measured at fair value |  | $ | — |  |  | $ | — |  |  | $ | 60,920 |  |  | $ | 60,920 |
|  | December 31, 2023 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Assets |  |  |  |
Money market funds |  | $ | 7,042 |  |  | $ | — |  |  | $ | — |  |  | $ | 7,042 |
U.S. treasury securities |  |  | 5,055 |  |  |  | — |  |  |  | — |  |  |  | 5,055 |
Total assets measured at fair value |  | $ | 12,097 |  |  | $ | — |  |  | $ | — |  |  | $ | 12,097 |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
SAFE |  | $ | — |  |  | $ | — |  |  | $ | 10,000 |  |  | $ | 10,000 |
Redeemable convertible preferred stock warrant liabilities |  |  | — |  |  |  | — |  |  |  | 2,045 |  |  |  | 2,045 |
Total liabilities measured at fair value |  | $ | — |  |  | $ | — |  |  | $ | 12,045 |  |  | $ | 12,045 |
All of the Company’s money market funds and U.S. treasury securities are highly liquid and actively traded marketable securities that generally transact at a stable $1.00 net asset value representing its estimated fair value. The Company measures its SAFEs (see Note 8) and redeemable convertible preferred stock warrants (see Note 10) at fair value based on significant inputs not observable in the market and therefore represent Level 3 inputs. The valuations of the future equity obligations and redeemable convertible preferred stock warrants use assumptions and estimates the Company believes would be made by a market participant in making the same valuation. Changes in the fair value of these instruments are recognized within the statements of operations and comprehensive loss. Simple Agreements for Future Equity The Company determined the fair value of its SAFE obligations by using a valuation model with key assumptions summarized in the table below. The Company utilized a probability-weighted model that used both the pay-off method and Black-Scholes option-pricing model based on the potential settlement outcomes of the SAFE obligations, including a liquidity event, next equity financing and dissolution, as these events became known or knowable as of the valuation date.
|  | Year Ended December 31, |
|  | 2024 |  |  | 2023 |
Expected term to underlying triggering events (in years) |  |  | 0.7 |  |  |  | 0.4 – 3.0 |
Discount rate |  |  | 20.9 | % |  |  | 26.0 | %
Volatility |  |  | 60.7 | % |  |  | 49.9 – 102.3 | %
Redeemable Convertible Preferred Stock Warrants The Company determined the fair value of its redeemable convertible preferred stock warrants by using a Black-Scholes option-pricing model with key assumptions summarized in the table below. The Company utilized a probability-weighted Black-Scholes option-pricing model based on the potential settlement outcomes of the redeemable convertible preferred stock warrants, including a liquidity event or future equity financing as well as other settlement alternatives, as these events became known or knowable as of the valuation date.
|  | Year Ended December 31, |
|  | 2024 |  |  | 2023 |
Exercise price |  | $ | 0.001 – $2.34 |  |  | $ | 0.001 – $2.34 |
Expected term (in years) |  |  | 3.6 – 7.7 |  |  |  | 4.6 – 8.7 |
Risk-free interest rate |  |  | 4.3% – 4.5% |  |  |  | 3.8% – 3.9% |
Volatility |  |  | 80.3% |  |  |  | 83.1% |
Dividend yield |  |  | — |  |  |  | — |
Fair Value Remeasurement The following table summarizes changes in the estimated fair values of these liabilities (in thousands):
|  | SAFE |  |  | Redeemable Convertible Preferred Stock Warrants |  |  | Total |
Balance as of December 31, 2022 |  | $ | — |  |  | $ | 1,451 |  |  | $ | 1,451 |
Issuance of SAFE |  |  | 10,000 |  |  |  | — |  |  |  | 10,000 |
Correction of an immaterial error of redeemable convertible preferred stock warrants |  |  | — |  |  |  | 720 |  |  |  | 720 |
Fair value remeasurement |  |  | — |  |  |  | (126 | ) |  |  | (126 | )
Balance as of December 31, 2023 |  |  | 10,000 |  |  |  | 2,045 |  |  |  | 12,045 |
Issuance of SAFEs |  |  | 45,192 |  |  |  | — |  |  |  | 45,192 |
Fair value remeasurement |  |  | 4,109 |  |  |  | (426 | ) |  |  | 3,683 |
Balance as of December 31, 2024 |  | $ | 59,301 |  |  | $ | 1,619 |  |  | $ | 60,920 |

X
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 100 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-100 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-3 + Details
Name: | us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 107 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-107 Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 100 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-100 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 940 -SubTopic 820 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478119/940-820-50-1 + Details
Name: | us-gaap_FairValueDisclosuresTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration