ULY Pemfailan SEC - Urgent.ly Inc.- Laporan Tahunan, Penyata Proksi, Prospektus

Statistik Asas

CIK

1603652

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Urgent.ly Inc.

SEC Filings (Chronological Order)

Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.

August 13, 2025	EX-10.1	Promotion Letter, dated May 27, 2025, by and between Urgent.ly Inc. and Michael H. Port. Exhibit 10.1 May 27, 2025 Michael Port Re: Promotion to CFO Dear Mike: On behalf of Urgently Inc. ("Urgently”), we are so excited to offer you the position of Chief Financial Officer starting on June 6, 2025. We are confident that you will play a vital role in our long-term success in this new role! This letter summarizes some of the important aspects of your new role with us. You will report to M
August 13, 2025	EX-10.2	Advisor Agreement, dated June 6, 2025, by and between Urgent.ly Inc. and Timothy C. Huffmyer. Exhibit 10.2 URGENT.LY INC. ADVISOR AGREEMENT This Advisor Agreement (this “Agreement”) is made and entered into by and between Urgent.ly, Inc. (the “Company”), and Timothy Huffmyer (“Advisor”) (each herein referred to individually as a “Party,” or collectively as the “Parties”). The Company desires to retain Advisor as an independent contractor to perform advising services for the Company, and Ad
August 13, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41841 URGENT.
August 12, 2025	EX-99.1	URGENTLY ANNOUNCES SECOND QUARTER 2025 FINANCIAL RESULTS Achieves Revenue and Gross Margin in Line With Expectations EXHIBIT 99.1 URGENTLY ANNOUNCES SECOND QUARTER 2025 FINANCIAL RESULTS Achieves Revenue and Gross Margin in Line With Expectations ASHBURN, VA – August 12, 2025 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, today reported financial results for the second quarter ended June 30, 2025. “We are very please
August 12, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File Nu
August 8, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 5, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File Num
July 23, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 17, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File Numb
July 11, 2025	CORRESP	July 11, 2025 July 11, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Matthew Crispino Re: Urgent.ly Inc. Registration Statement on Form S-3 (File No. 333-288523) Acceleration Request Requested Date: Friday, July 11, 2025 Requested Time: 4:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to
July 11, 2025	EX-1.1	Sales Agreement, dated July 11, 2025, by and between Urgent.ly Inc. and A.G.P./Alliance Global Partners Exhibit 1.1 URGENT.LY INC. COMMON STOCK SALES AGREEMENT July 11, 2025 A.G.P./Alliance Global Partners 590 Madison Avenue New York, NY 10022 Ladies and Gentlemen: Urgent.ly Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), as follows: 1. Issuance and Sale of Shares. The Company agrees that, from time to
July 11, 2025	424B5	Up to $4,025,821 Urgent.ly Inc. Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-288523 PROSPECTUS SUPPLEMENT (To Prospectus Dated July 11, 2025) Up to $4,025,821 Urgent.ly Inc. Common Stock We have entered into a sales agreement (the “Sales Agreement”), with A.G.P./Alliance Global Partners (the “Sales Agent” or “A.G.P.”), relating to shares of our common stock, $0.001 par value per share (our “common stock”), offered by th
July 11, 2025	CORRESP	July 11, 2025 July 11, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Matthew Crispino Re: Urgent.ly Inc. Registration Statement on Form S-3 (File No. 333-288523) Acceleration Request Requested Date: Friday, July 11, 2025 Requested Time: 4:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to
July 11, 2025	424B3	Urgent.ly Inc. Up to 112,038 Shares of Common Stock Offered by the Selling Stockholders Filed Pursuant to Rule 424(b)(3) Registration No. 333-288522 Prospectus Urgent.ly Inc. Up to 112,038 Shares of Common Stock Offered by the Selling Stockholders This prospectus relates to the resale from time to time by the selling stockholders identified in this prospectus or their permitted transferees of up to 112,038 shares (the “Shares”) of common stock, par value $0.001 per share, of Urgent.l
July 11, 2025	CORRESP	July 11, 2025 July 11, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Matthew Crispino Re: Urgent.ly Inc. Registration Statement on Form S-3 (File No. 333-288522) Acceleration Request Requested Date: Friday, July 11, 2025 Requested Time: 4:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to
July 11, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 11, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File Numb
July 3, 2025	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Urgent.ly Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001
July 3, 2025	S-3	As filed with the Securities and Exchange Commission on July 3, 2025 As filed with the Securities and Exchange Commission on July 3, 2025 Registration No.
July 3, 2025	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Urgent.ly Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1)(2) Proposed Maximum Offering Price Per Unit(3)(4) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fee
July 3, 2025	S-3	As filed with the Securities and Exchange Commission on July 3, 2025 As filed with the Securities and Exchange Commission on July 3, 2025 Registration No.
July 3, 2025	EX-4.7	Form of Indenture Exhibit 4.7 URGENT.LY INC. INDENTURE Dated as of , 20 [] Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 4 Section 1.3 Incorporation by Reference of Trust Indenture Act 4 Section 1.4 Rules of Construction 5 ARTICLE II THE SECURITIES 5 Section 2.1 Issuable in Series 5 Section 2.2 Establishment of Terms of
May 27, 2025	EX-99.1	Urgently Promotes Michael Port to Chief Financial Officer EXHIBIT 99.1 Urgently Promotes Michael Port to Chief Financial Officer VIENNA, VA – May 27, 2025 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, today announced the appointment of Michael Port as Chief Financial Officer, effective June 6, 2025. Mr. Port assumes the role from Timothy C. Huffmyer, who is
May 27, 2025	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 21, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File Numbe
May 14, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41841 URGENT.
May 13, 2025	EX-99.1	URGENTLY ANNOUNCES FIRST QUARTER 2025 FINANCIAL RESULTS Achieves Revenue In Line With Expectations With Record Gross Margin EXHIBIT 99.1 URGENTLY ANNOUNCES FIRST QUARTER 2025 FINANCIAL RESULTS Achieves Revenue In Line With Expectations With Record Gross Margin VIENNA, VA – May 13, 2025 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, today reported financial results for the first quarter ended March 31, 2025. “I am pleased wi
May 13, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File Numbe
May 8, 2025	424B3	Urgent.ly Inc. Up to 113,170 Shares of Common Stock Offered by the Selling Stockholders Filed Pursuant to Rule 424(b)(3) Registration No. 333-286630 Prospectus Urgent.ly Inc. Up to 113,170 Shares of Common Stock Offered by the Selling Stockholders This prospectus relates to the resale from time to time by the selling stockholders identified in this prospectus or their permitted transferees of up to 113,170 shares (the “Shares”) of common stock, par value $0.001 per share, of Urgent.l
May 5, 2025	CORRESP	May 5, 2025 May 5, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Marion Graham Re: Urgent.ly Inc. Registration Statement on Form S-3 (File No. 333- 286630) Acceleration Request Requested Date: Wednesday, May 7, 2025 Requested Time: 4:30 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rul
May 5, 2025	S-3/A	As filed with the Securities and Exchange Commission on May 5, 2025 As filed with the Securities and Exchange Commission on May 5, 2025 Registration No.
April 18, 2025	S-3	As filed with the Securities and Exchange Commission on April 18, 2025 As filed with the Securities and Exchange Commission on April 18, 2025 Registration No.
April 18, 2025	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Urgent.ly Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001
April 17, 2025	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-418
March 24, 2025	EX-99.1	Urgently Notified By Nasdaq Of Non-Compliance With Nasdaq’s Continued Listing Standards Intends to Submit Compliance Plan to Nasdaq EXHIBIT 99.1 Urgently Notified By Nasdaq Of Non-Compliance With Nasdaq’s Continued Listing Standards Intends to Submit Compliance Plan to Nasdaq VIENNA, VA – March 24, 2025 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, announced today that The Nasdaq Stock Market LLC (“Nasdaq”) notified Urgently (the
March 24, 2025	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 19, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File Num
March 14, 2025	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Urgent.ly Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 pe
March 14, 2025	EX-10.20	Sixth Amendment to Loan and Security Agreement, dated as of January 31, 2025, by and among Urgent.ly, Inc., the lenders party thereto and Alter Domus (US) LLC, as administrative and collateral agent (incorporated by reference from Exhibit 10.20 to the registrant’s Annual Report on Form 10-K filed on March 14, 2025). EXHIBIT 10.20 SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of January 31, 2025 (this “Amendment”), is made by and among Urgent.ly Inc., a Delaware corporation (the “Borrower”), on behalf of itself and each other Loan Party, Alter Domus (US) LLC, a Delaware limited liability company, as administrative and collateral agent for Lenders (
March 14, 2025	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41841 URGENT.LY INC.
March 14, 2025	EX-10.14	Urgent.ly Inc. Outside Director Compensation Policy (incorporated by reference from Exhibit 10.14 to the registrant’s Annual Report on Form 10-K filed on March 14, 2025). EXHIBIT 10.14 URGENT.LY INC. OUTSIDE DIRECTOR COMPENSATION POLICY (Originally adopted and approved on October 13, 2023, and effective as of October 19, 2023 (the “Effective Date”); as amended on January 23, 2025 (the “A&R Effective Date”)) Urgent.ly Inc. (the “Company”) believes that providing cash and equity compensation to the members of its Board of Directors (the “Board,” and members of the Bo
March 14, 2025	EX-10.17	First Amendment to Third Amended and Restated Loan and Security Agreement, dated as of December 31, 2024, by and among Urgent.ly, Inc., the other loan parties party thereto, the lenders party thereto and Ocean II PLO LLC, as administrative and collateral agent. EXHIBIT 10.17 FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of December 31, 2024 (the “Effective Date”) by and between Structural Capital Investments III, LP (“SCI”), Series Structural DCO II series of Structural Capital DCO, LLC (“DCO”) and CEOF HOLDINGS LP (“CE
March 14, 2025	EX-10.22	Seventh Amendment to Loan and Security Agreement, dated as of February 14, 2025, by and among Urgent.ly, Inc., the lenders party thereto and Alter Domus (US) LLC, as administrative and collateral agent (incorporated by reference from Exhibit 10.22 to the registrant’s Annual Report on Form 10-K filed on March 14, 2025). EXHIBIT 10.22 SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of February 14, 2025 (this “Amendment”), is made by and among Urgent.ly Inc., a Delaware corporation (the “Borrower”), on behalf of itself and each other Loan Party, Alter Domus (US) LLC, a Delaware limited liability company, as administrative and collateral agent for Lend
March 14, 2025	EX-10.21	Third Amendment to Third Amended and Restated Loan and Security Agreement, dated as of February 14, 2025, by and among Urgent.ly, Inc., the other loan parties party thereto, the lenders party thereto and Ocean II PLO LLC, as administrative and collateral agent (incorporated by reference from Exhibit 10.21 to the registrant’s Annual Report on Form 10-K filed on March 14, 2025). EXHIBIT 10.21 THIRD AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This THIRD AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of February 14, 2025 (the “Effective Date”) by and between Structural Capital Investments III, LP (“Lender”), Ocean II PLO LLC, a California limited liability company, as administrative and collateral ag
March 14, 2025	EX-10.18	Fifth Amendment to Loan and Security Agreement, dated as of December 31, 2024, by and among Urgent.ly, Inc., the lenders party thereto and Alter Domus (US) LLC, as administrative and collateral agent. EXHIBIT 10.18 FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of December 31, 2024 (this “Amendment”), is made by and among Urgent.ly Inc., a Delaware corporation (the “Borrower”), on behalf of itself and each other Loan Party, Alter Domus (US) LLC, a Delaware limited liability company, as administrative and collateral agent for Lenders
March 14, 2025	EX-19.1	Urgent.ly Inc. Insider Trading Policy. EXHIBIT 19.1 URGENT.LY INC. INSIDER TRADING POLICY (Effective October 19, 2023; as amended on November 7, 2024) A. POLICY OVERVIEW Urgent.ly Inc. (together with any subsidiaries, collectively the “Company”) has adopted this Insider Trading Policy (the “Policy”) to help you comply with the federal and state securities laws and regulations that govern trading in securities and to help the Company mi
March 14, 2025	EX-10.19	Second Amendment to Third Amended and Restated Loan and Security Agreement, dated as of January 31, 2025, by and among Urgent.ly, Inc., the other loan parties party thereto, the lenders party thereto and Ocean II PLO LLC, as administrative and collateral agent (incorporated by reference from Exhibit 10.19 to the registrant’s Annual Report on Form 10-K filed on March 14, 2025). EXHIBIT 10.19 SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of January 31, 2025 (the “Effective Date”) by and between Structural Capital Investments III, LP (“Lender”), Ocean II PLO LLC, a California limited liability company, as administrative and collateral a
March 14, 2025	EX-21.1	Subsidiaries of Urgent.ly Inc. EXHIBIT 21.1 SUBSIDIARIES OF URGENT.LY INC. Name of Subsidiary Jurisdiction of Incorporation Roadside Innovation Inc. Delaware, U.S. Roadside Innovation (Arkansas) Inc. Arkansas, U.S. Urgently Canada Technologies ULC Canada Otonomo Technologies Ltd. Israel Otonomo, Inc. Delaware, U.S. Otonomo GmbH Germany Otonomo Merger US Inc. Delaware, U.S. Neura, Inc. Delaware, U.S. Neura Labs Ltd. Israel
March 14, 2025	S-8	As filed with the Securities and Exchange Commission on March 14, 2025 As filed with the Securities and Exchange Commission on March 14, 2025 Registration No.
March 13, 2025	EX-3.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Urgent.ly Inc. EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF URGENT.LY INC. Urgent.ly Inc., a Delaware corporation (the “Company”), hereby certifies as follows: 1. The name of the Company is Urgent.ly Inc., and the original Certificate of Incorporation of the Company was filed with the Secretary of State of the State of Delaware on May 16, 2013. 2. The terms and
March 13, 2025	8-K	Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File Num
March 13, 2025	EX-99.1	Urgent.ly Inc. Announces Reverse Stock Split to Regain Nasdaq Compliance EXHIBIT 99.1 Urgent.ly Inc. Announces Reverse Stock Split to Regain Nasdaq Compliance VIENNA, VA – March 13, 2025 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, announced today that it will effect a reverse stock split of its common stock (including special voting common stock) at a reverse stock split
March 12, 2025	EX-99.1	URGENTLY ANNOUNCES FOURTH QUARTER AND FULL-YEAR 2024 FINANCIAL RESULTS Revenue In Line With Expectations; Continued Progress to Enhance Profitability and Drive Margin Expansion EXHIBIT 99.1 URGENTLY ANNOUNCES FOURTH QUARTER AND FULL-YEAR 2024 FINANCIAL RESULTS Revenue In Line With Expectations; Continued Progress to Enhance Profitability and Drive Margin Expansion VIENNA, VA – March 12, 2025 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, today reported financial results for t
March 12, 2025	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File Num
February 26, 2025	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 26, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File
February 26, 2025	EX-99.1	Urgently Announces Capital Structure Improvements and Secures up to $20 Million in New Financing Additional capital structure improvements and financing will support business growth initiatives EXHIBIT 99.1 Urgently Announces Capital Structure Improvements and Secures up to $20 Million in New Financing Additional capital structure improvements and financing will support business growth initiatives VIENNA, VA – February 26, 2025 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, announced today th
February 26, 2025	EX-10.3	Purchase Agreement, dated as of February 26, 2025, by and among Urgent.ly Inc. and the investors party thereto Exhibit 10.3 Execution Version PURCHASE AGREEMENT This PURCHASE AGREEMENT is made as of February 26, 2025 (this “Agreement”) by and among Urgent.ly Inc., a Delaware corporation (the “Company”), and each of investors identified on Schedule A hereto (together with their respective successors and assigns, the “Investors”). RECITALS WHEREAS, the Company has authorized the sale and issuance to the Inve
February 26, 2025	EX-10.4	Registration Rights Agreement, dated as of February 26, 2025, by and among Urgent.ly Inc. and the investors party thereto Exhibit 10.4 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT is made as of February 26, 2025 (this “Agreement”) by and among Urgent.ly Inc., a Delaware corporation (the “Company”), and each of the undersigned (together with any of their permitted transferees and assigns, the “Investors”). RECITALS WHEREAS, the Company and the Investors party hereto have executed
February 26, 2025	EX-10.1	Credit, Security and Guaranty Agreement, dated as of February 26, 2025, by and among Urgent.ly Inc., certain subsidiaries of Urgent.ly Inc., MidCap Funding IV Trust, as agent, and the lenders from time to time party thereto (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on February 26, 2025). Exhibit 10.1 Execution Version CREDIT, SECURITY AND GUARANTY AGREEMENT dated as of February 26, 2025 by and among URGENT.LY INC., ROADSIDE INNOVATION INC., OTONOMO INC., OTONOMO MERGER US INC., NEURA, INC., URGENTLY CANADA TECHNOLOGIES ULC, OTONOMO TECHNOLOGIES LTD. the other entities shown on the signature pages hereto and any additional borrower that hereafter becomes party hereto, each as a Bor
February 26, 2025	EX-10.2	Eighth Amendment to Loan and Security Agreement, dated as of February 26, 2025, among Urgent.ly, Inc., the lenders party thereto and Alter Domus (US) LLC, as administrative and collateral agent (incorporated by reference from Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on February 26, 2025). Exhibit 10.2 Execution EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of February 26, 2025 (this “Amendment”), is made by and among Urgent.ly Inc., a Delaware corporation (the “Borrower”), each Subsidiary of Urgent.ly party hereto as a Borrower or Loan Party, as the case may be, Alter Domus (US) LLC, a Delaware limited liability compa
February 21, 2025	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☒ Definitive Proxy State
February 14, 2025	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File
February 14, 2025	EX-99.1	Urgently Announces Short-Term Extensions of Term Loans Extensions support capital structure improvements and refinancing efforts EXHIBIT 99.1 Urgently Announces Short-Term Extensions of Term Loans Extensions support capital structure improvements and refinancing efforts VIENNA, VA – February 14, 2025 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, announced today that it has reached an agreement with its lenders on a short-term e
February 11, 2025	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☐ Definitive Proxy State
January 31, 2025	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File N
January 31, 2025	EX-99.1	Urgently Announces Short-Term Extensions of Term Loans Extensions support capital structure improvements and refinancing efforts EXHIBIT 99.1 Urgently Announces Short-Term Extensions of Term Loans Extensions support capital structure improvements and refinancing efforts VIENNA, VA – January 31, 2025 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, announced today that it has reached an agreement with its lenders on a short-term ex
January 27, 2025	EX-10.1	Amended and Restated Executive Employment Agreement, dated as of January 27, 2025, between Urgent.ly Inc. and Matthew Booth (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on January 27, 2025). EXHIBIT 10.1 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into effective as of the last date written below (the “Effective Date”), by and between Matthew Booth (the “Executive”) and Urgent.ly, Inc. (the “Company”). This Agreement amends, restates, and supersedes in its entirety the Employment Agreement bet
January 27, 2025	8-K	Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 23, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File N
January 27, 2025	EX-99.1	Urgently Announces Appointment of Alex Zyngier to Board of Directors EXHIBIT 99.1 Urgently Announces Appointment of Alex Zyngier to Board of Directors VIENNA, VA – January 27, 2025 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently” or “the Company”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, announced today its board of directors has appointed Alex Zyngier to serve as a member of the board, effective January 23, 2025
January 27, 2025	EX-10.2	Second Amended and Restated Executive Employment Agreement, dated as of January 27, 2025, between Urgent.ly Inc. and Timothy Huffmyer (incorporated by reference from Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on January 27, 2025). EXHIBIT 10.2 SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Second Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into effective as of the last date written below (the “Effective Date”), by and between Timothy C. Huffmyer (the “Executive”) and Urgent.ly, Inc. (the “Company”). This Agreement amends, restates, and supersedes in its entirety the Empl
January 2, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 31, 2024 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File
January 2, 2025	EX-99.1	Urgently Announces Short-Term Extensions of Term Loans Extensions support business growth initiatives and capital structure improvement EXHIBIT 99.1 Urgently Announces Short-Term Extensions of Term Loans Extensions support business growth initiatives and capital structure improvement VIENNA, VA – December 31, 2024 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, announced today that it has reached an agreement with its lenders on a short
November 13, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41841 URGENT.
November 12, 2024	SC 13G/A	ULY / Urgent.ly Inc. / Senvest Management, LLC - URGENT.LY INC. Passive Investment SC 13G/A 1 p24-2921sc13ga.htm URGENT.LY INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Urgent.ly Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 916931108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropr
November 12, 2024	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2024 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File
November 12, 2024	EX-99.1	URGENTLY ANNOUNCES THIRD QUARTER 2024 FINANCIAL RESULTS Third Quarter Results In Line With Expectations; Continued Progress with Customer Partner Renewals EXHIBIT 99.1 URGENTLY ANNOUNCES THIRD QUARTER 2024 FINANCIAL RESULTS Third Quarter Results In Line With Expectations; Continued Progress with Customer Partner Renewals VIENNA, VA – November 12, 2024 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, today reported financial results for the third quarter en
October 4, 2024	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 30, 2024 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File
October 4, 2024	EX-99.1	Urgently Notified By Nasdaq Of Non-Compliance With Nasdaq Minimum Bid Price Requirement Intends to Cure the Deficiency and Return to Compliance with Nasdaq Standard EXHIBIT 99.1 Urgently Notified By Nasdaq Of Non-Compliance With Nasdaq Minimum Bid Price Requirement Intends to Cure the Deficiency and Return to Compliance with Nasdaq Standard VIENNA, VA – October 4, 2024 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, announced today that The Nasdaq Stock Market LLC
August 13, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41841 URGENT.
August 12, 2024	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2024 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File Nu
August 12, 2024	EX-99.1	URGENTLY ANNOUNCES SECOND QUARTER 2024 FINANCIAL RESULTS Second Quarter Results In Line With Expectations; Reflects Focus On Delivering Customer Partner Expansion and Renewals EXHIBIT 99.1 URGENTLY ANNOUNCES SECOND QUARTER 2024 FINANCIAL RESULTS Second Quarter Results In Line With Expectations; Reflects Focus On Delivering Customer Partner Expansion and Renewals VIENNA, VA – August 12, 2024 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, today reported financial results for t
June 28, 2024	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2024 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File Numb
May 14, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41841 URGENT.
May 13, 2024	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2024 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File Numbe
May 13, 2024	EX-99.1	URGENTLY ANNOUNCES FIRST QUARTER 2024 FINANCIAL RESULTS First Quarter Performance Reflects Continued Margin Expansion EXHIBIT 99.1 URGENTLY ANNOUNCES FIRST QUARTER 2024 FINANCIAL RESULTS First Quarter Performance Reflects Continued Margin Expansion VIENNA, VA – May 13, 2024 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, today reported financial results for the first quarter ended March 31, 2024. “Our first quarter fin
April 29, 2024	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☒ Definitive Proxy State
April 29, 2024	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☐ Definitive Proxy State
March 29, 2024	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41841 URGENT.LY INC.
March 29, 2024	EX-10.16	Third Amended and Restated Loan and Security Agreement, dated as of January 19, 2024, by and among Urgent.ly, Inc., the other loan parties party thereto, the lenders party thereto and Ocean II PLO LLC, as administrative and collateral agent (incorporated by reference from Exhibit 10.16 to the registrant’s Annual Report on Form 10-K filed on March 29, 2024). Exhibit 10.16 THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Third Amended And Restated Loan and Security Agreement (this “Agreement”) is entered into as of January 19, 2024 (the “Closing Date”), by and among Structural Capital Investments III, LP (“SCI”), Series Structural DCO II series of Structural Capital DCO, LLC (“DCO”), and CEOF HOLDINGS LP (“CEOF” and together with SCI and DCO
March 29, 2024	EX-21.1	Subsidiaries of Urgent.ly Inc. Exhibit 21.1 SUBSIDIARIES OF URGENT.LY INC. Name of Subsidiary Jurisdiction of Incorporation Roadside Innovation Inc. Delaware, U.S. Roadside Innovation (Arkansas) Inc. Arkansas, U.S. Urgently Canada Technologies ULC Canada Otonomo Technologies Ltd. Israel Otonomo, Inc. Delaware, U.S. Otonomo GmbH Germany Otonomo Merger US Inc. Delaware, U.S. Neura, Inc. Delaware, U.S. Neura Labs Ltd. Israel The F
March 29, 2024	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Urgent.ly Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 pe
March 29, 2024	S-8	As filed with the Securities and Exchange Commission on March 29, 2024 As filed with the Securities and Exchange Commission on March 29, 2024 Registration No.
March 29, 2024	EX-10.17	Fourth Amendment to Loan and Security Agreement, dated as of January 19, 2024, by and among Urgent.ly, Inc., the other loan parties party thereto, the lenders party thereto and Alter Domus (US) LLC, as administrative and collateral agent (incorporated by reference from Exhibit 10.17 to the registrant’s Annual Report on Form 10-K filed on March 29, 2024). Exhibit 10.17 Execution Version FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of January 19, 2024 (this “Amendment”), is made by and among Urgent.ly Inc., a Delaware corporation (“Urgent.ly”, or “Borrower”), each Subsidiary of Urgent.ly party hereto as a Borrower or Loan Party, as the case may be, Alter Domus (US) LLC, a Delaware lim
March 29, 2024	EX-97.1	Urgent.ly Inc. Compensation Recovery Policy (incorporated by reference from Exhibit 97.1 to the registrant’s Annual Report on Form 10-K filed on March 29, 2024). Exhibit 97.1 URGENT.LY INC. COMPENSATION RECOVERY POLICY (Effective October 19, 2023) Urgent.ly Inc. (the “Company”) is committed to strong corporate governance. As part of this commitment, the Company’s Board of Directors (the “Board”) has adopted this clawback policy called the Compensation Recovery Policy (the “Policy”). The Policy is intended to further the Company’s pay-for-performance philos
March 29, 2024	EX-4.1	Description of Securities of Urgent.ly, Inc. (incorporated by reference from Exhibit 4.1 to the registrant’s Annual Report on Form 10-K filed on March 29, 2024). Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the capital stock of Urgent.ly Inc. (“us,” “our,” “we” or the “Company”) is a summary of the rights of our capital stock and summarizes certain provisions of our amended and restated certificate of incorporation (our “Charter”) and our bylaws (our “Bylaws”). T
March 22, 2024	POS AM	As filed with the Securities and Exchange Commission on March 22, 2024 As filed with the Securities and Exchange Commission on March 22, 2024 Registration No.
March 14, 2024	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 14, 2024 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File Num
March 14, 2024	EX-99.1	URGENTLY ANNOUNCES FOURTH QUARTER AND FULL-YEAR 2023 FINANCIAL RESULTS Company Continues to Make Progress on Strategic Initiatives to Enhance Profitability and Drive Margin Expansion EXHIBIT 99.1 URGENTLY ANNOUNCES FOURTH QUARTER AND FULL-YEAR 2023 FINANCIAL RESULTS Company Continues to Make Progress on Strategic Initiatives to Enhance Profitability and Drive Margin Expansion VIENNA, VA – March 14, 2024 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, today reported financial results
February 14, 2024	SC 13G	US9169311084 / URGENT.LY INC / Iron Gate Management LLC - SC 13G Passive Investment SC 13G 1 d783607dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Urgent.ly Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 916931108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropri
February 14, 2024	EX-99	Joint Filing Agreement EX-99 2 d783607dex99.htm EX-99 EXHIBIT 99 Joint Filing Agreement This will confirm the agreement by and among the undersigned that this Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock of Urgent.ly Inc. is being filed, and all amendments thereto will be filed, on behalf of each
January 22, 2024	EX-99.1	Urgently Secures Engagement with Global Top 5 Automotive OEM The US-based OEM to deploy Urgently’s mobility assistance and dealer platform across its luxury brand beginning in 2024. Exhibit 99.1 Urgently Secures Engagement with Global Top 5 Automotive OEM The US-based OEM to deploy Urgently’s mobility assistance and dealer platform across its luxury brand beginning in 2024. VIENNA, Va.– January 22, 2024 – Urgent.ly, Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, today announced it has secured
January 22, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 19, 2024 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File N
November 14, 2023	424B3	4,972,559 Shares of Common Stock PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated October 19, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-273463 4,972,559 Shares of Common Stock This prospectus supplement supplements the prospectus, dated October 19, 2023 (as amended, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-273463). This prospectus supplement is being filed to updat
November 14, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2023 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File
November 14, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41841 URGENT.
November 14, 2023	EX-99.1	URGENTLY ANNOUNCES THIRD QUARTER 2023 FINANCIAL RESULTS Strong Gross Profit Growth Reflects Operational Execution Against Strategic Initiatives EXHIBIT 99.1 URGENTLY ANNOUNCES THIRD QUARTER 2023 FINANCIAL RESULTS Strong Gross Profit Growth Reflects Operational Execution Against Strategic Initiatives VIENNA, VA – November 14, 2023 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, today reported financial results for the third quarter ended Septemb
October 30, 2023	EX-1	Joint Filing Agreement Pursuant to Rule 13d-1(K)(1) EX-1 2 ex1-10302023021012.htm Joint Filing Agreement Pursuant to Rule 13d-1(K)(1) This will confirm the agreement by and among the undersigned that this Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock of Urgent.ly Inc. is being filed, and all amendments thereto will be filed,
October 30, 2023	SC 13G	ULY / Urgent.ly Inc / Mithaq Capital SPC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Urgent.ly Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 916931108 (CUSIP Number) October 30, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule
October 30, 2023	424B3	4,972,559 Shares of Common Stock PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated October 19, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-273463 4,972,559 Shares of Common Stock This prospectus supplement supplements the prospectus, dated October 19, 2023 (as amended, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-273463). This prospectus supplement is being filed to updat
October 27, 2023	EX-99.1	JOINT FILING AGREEMENT EX-99.1 2 p23-2658exhibit99.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agr
October 27, 2023	SC 13G	ULY / Urgent.ly Inc / Senvest Management, LLC - URGENT.LY INC. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Urgent.ly Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 916931108 (CUSIP Number) October 20, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t
October 24, 2023	EX-4.1	Amended and Restated Investors’ Rights Agreement by and among Urgent.ly Inc. and certain of its stockholders, dated October 18, 2023 Exhibit 4.1 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of October 18, 2023 by and among Urgent.ly Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.” RECITALS A. The Investors possess registration
October 24, 2023	EX-3.1	Amended and Restated Certificate of Incorporation of Urgent.ly Inc., as currently in effect Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF URGENT.LY INC. a Delaware corporation Urgent.ly Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), does hereby certify as follows: A. The original Certificate of Incorporation of the Company was filed with the Secretary of State of the State of Delaware on May 16, 2013. B. This Amended
October 24, 2023	EX-99.2	URGENTLY ANNOUNCES SUCCESSFUL CLOSING OF MERGER WITH OTONOMO TECHNOLOGIES & EFFECTIVENESS OF S-1 REGISTRATION STATEMENT Combination creates new generation mobility services company with more than 100 partnership agreements covering up to 70 million v Exhibit 99.2 URGENTLY ANNOUNCES SUCCESSFUL CLOSING OF MERGER WITH OTONOMO TECHNOLOGIES & EFFECTIVENESS OF S-1 REGISTRATION STATEMENT Combination creates new generation mobility services company with more than 100 partnership agreements covering up to 70 million vehicles in 26 countries VIENNA, Va. – October 19, 2023 – Urgent.ly, Inc. (“Urgently”), a U.S.-based leading provider of digital roadside
October 24, 2023	EX-99.1	URGENTLY ANNOUNCES ANTICIPATED CLOSING OF MERGER WITH OTONOMO TECHNOLOGIES Anticipated closing of all-stock transaction on Thursday, October 19 Urgently common stock expected to begin trading on Nasdaq under symbol “ULY” at close Exhibit 99.1 URGENTLY ANNOUNCES ANTICIPATED CLOSING OF MERGER WITH OTONOMO TECHNOLOGIES Anticipated closing of all-stock transaction on Thursday, October 19 Urgently common stock expected to begin trading on Nasdaq under symbol “ULY” at close VIENNA, Va. – October 18, 2023 – Urgent.ly Inc. (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and servic
October 24, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 18, 2023 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File N
October 19, 2023	EX-99.3	2023 Employee Stock Purchase Plan Exhibit 99.3 URGENTLY INC. 2023 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a Code Section 423 Component (“423 Component”) and a non-Code Section 423 Component (“Non-423 Comp
October 19, 2023	424B3	4,972,559 Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-273463 4,972,559 Shares of Common Stock This prospectus relates to the potential offer and resale from time to time by the Selling Securityholders (as defined herein), of up to 4,972,559 shares of common stock, par value $0.001 per share (“Common Stock”), of Urgent.ly Inc. (“Urgently” or the “Company”) consisting of up to (i)
October 19, 2023	S-8	As filed with the Securities and Exchange Commission on October 19, 2023 As filed with the Securities and Exchange Commission on October 19, 2023 Registration No.
October 19, 2023	EX-99.2	2023 Equity Incentive Plan Exhibit 99.2 URGENTLY INC. 2023 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company’s business. The Plan permits the grant of Incentive Stock Options, Nonsta
October 19, 2023	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Urgent.ly Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 pe
October 19, 2023	EX-99.1	2013 Equity Incentive Plan Exhibit 99.1 URGENT.LY INC. 2013 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: SEPT 24, 2013 APPROVED BY THE STOCKHOLDERS: SEPT 24, 2013 READOPTED BY THE BOARD OF DIRECTORS: FEB 7, 2023 (THE “READOPTION DATE”) REAPPROVED BY THE STOCKHOLDERS: FEB 7, 2023 AS AMENDED: JUNE 16, 2023 TERMINATION DATE: FEB 7, 2033 1. GENERAL. (a) Eligible Stock Award Recipients. The persons eligible to receiv
October 19, 2023	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Urgent.ly Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Urgent.ly Inc. 2023 Equity Incent
October 19, 2023	S-4MEF	As filed with the Securities and Exchange Commission on October 19, 2023 As filed with the Securities and Exchange Commission on October 19, 2023 Registration No.
October 18, 2023	EX-4.2	Form of 2018 Warrant Agreement between Urgent.ly Inc. and certain affiliates of Structural Capital, as amended (incorporated by reference from Exhibit 4.2 to the registrant’s Quarterly Report on Form 10-Q (File No. 001-41841) filed with the SEC on October 18, 2023). EXHIBIT 4.2 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS
October 18, 2023	EX-4.5	Form of Warrant Agreement between Urgent.ly Inc. and certain affiliates of Highbridge, as amended (incorporated by reference from Exhibit 4.5 to the registrant’s Quarterly Report on Form 10-Q (File No. 001-41841) filed with the SEC on October 18, 2023). EXHIBIT 4.5 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS OFFERED, SOLD, PLEDGED OR HYPOTHECATED PURSUANT TO AN AVA
October 18, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41841 URGENT.
October 18, 2023	8-A12B	Form 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 URGENT.LY INC. (Exact name of registrant as specified in its charter) Delaware 46-2848640 (State of incorporation or organization) (I.R.S. Employer Identification No.) 8609 Westwood Center Drive, S
October 18, 2023	EX-4.8	Form of 2023 Warrant Agreement between Urgent.ly Inc. and certain affiliates of Structural Capital, as amended (incorporated by reference from Exhibit 4.8 to the registrant’s Quarterly Report on Form 10-Q (File No. 001-41841) filed with the SEC on October 18, 2023). EXHIBIT 4.8 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS
October 18, 2023	EX-4.7	Form of 2021 Warrant Agreement between Urgent.ly Inc. and certain affiliates of Structural Capital, as amended (incorporated by reference from Exhibit 4.7 to the registrant’s Quarterly Report on Form 10-Q (File No. 001-41841) filed with the SEC on October 18, 2023). EXHIBIT 4.7 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS
October 18, 2023	EX-4.3	Form of 2019 Warrant Agreement between Urgent.ly Inc. and certain affiliates of Structural Capital, as amended (incorporated by reference from Exhibit 4.3 to the registrant’s Quarterly Report on Form 10-Q (File No. 001-41841) filed with the SEC on October 18, 2023). EXHIBIT 4.3 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS
October 17, 2023	CORRESP	October 17, 2023 October 17, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Matthew Crispino Matthew Derby Re: Urgent.ly Inc. Registration Statement on Form S-1 (File No. 333-273463) Acceleration Request Requested Date: Thursday, October 19, 2023 Requested Time: 8:30 A.M. Eastern Time Ladies a
October 13, 2023	EX-10.15	Urgent.ly Inc. Outside Director Compensation Policy Exhibit 10.15 URGENT.LY INC. OUTSIDE DIRECTOR COMPENSATION POLICY Urgent.ly Inc. (the “Company”) believes that providing cash and equity compensation to the members of its Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (the “Outside Directors”). This Outside Direct
October 13, 2023	S-1/A	As filed with the Securities and Exchange Commission on October 13, 2023 Table of Contents As filed with the Securities and Exchange Commission on October 13, 2023 Registration No.
October 13, 2023	CORRESP	October 13, 2023 Wilson Sonsini Goodrich & Rosati Professional Corporation One Market Plaza Spear Tower, Suite 3300 San Francisco, California 94105-1126 o: 415.
October 13, 2023	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Urgent.ly Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Common stock, par
September 28, 2023	CORRESP	September 28, 2023 September 28, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Matthew Crispino Matthew Derby Re: Urgent.ly Inc. Registration Statement on Form S-1 (File No. 333-273463) Acceleration Request Requested Date: Friday, September 29, 2023 Requested Time: 5:00 P.M. Eastern Time La
September 27, 2023	EX-10.15	Urgent.ly Inc. Outside Director Compensation Policy Exhibit 10.15 URGENT.LY INC. OUTSIDE DIRECTOR COMPENSATION POLICY Urgent.ly Inc. (the “Company”) believes that providing cash and equity compensation to the members of its Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (the “Outside Directors”). This Outside Direct
September 27, 2023	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Urgent.ly Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Common stock, par
September 27, 2023	S-1/A	As filed with the Securities and Exchange Commission on September 27, 2023 Table of Contents As filed with the Securities and Exchange Commission on September 27, 2023 Registration No.
September 27, 2023	CORRESP	September 27, 2023 Wilson Sonsini Goodrich & Rosati Professional Corporation One Market Plaza Spear Tower, Suite 3300 San Francisco, California 94105-1126 o: 415.
September 27, 2023	EX-99.2	Consent of Andrew Geisse to be named as a director. Exhibit 99.2 Consent to be Named as Director In connection with the filing by Urgent.ly Inc. (the “Company”) of the Registration Statement on Form S-1 (as it may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Se
September 27, 2023	425	Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: September 27, Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: September 27, 2023 MOBILITY SERVICES PLATFORM INVESTOR DAY September 27, 2023 1 Confidentiality and Disclosures This presentation is for information purposes only.
September 19, 2023	425	Urgently to Host Investor Day on September 27, 2023 Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: September 19, 2023 Urgently to Host Investor Day on September 27, 2023 VIENNA, Va. – September 19, 2023 – Urgent.ly, Inc. (“Urgently”), a U.S.-based leading provide
September 19, 2023	425	Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: September 19, Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: September 19, 2023 Investor Presentation Merger with Otonomo September 2023 Confidentiality and Disclosures This presentation is for information purposes only. Unle
September 19, 2023	425	Filed by Urgent.ly Inc. Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: September 19, 2023 FROM: Matt Booth TO: [email protected] SUBJECT: Merger Update Team, I am excited to announce that Otonomo Technologies’ sharehold
September 19, 2023	425	Otonomo Announces Shareholder Approval of Business Combination with Urgently Merger Will Create the Next New Generation Mobility Services Company Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: September 19, 2023 Otonomo Announces Shareholder Approval of Business Combination with Urgently Merger Will Create the Next New Generation Mobility Services Company
September 19, 2023	425	Otonomo and Urgently to Combine to Create Leading Mobility Services Company Employee FAQs Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: September 19, 2023 Otonomo and Urgently to Combine to Create Leading Mobility Services Company Employee FAQs 1. What is happening? Urgently announced earlier this y
September 8, 2023	424B3	PROSPECTUS FOR UP TO SHARES OF COMMON STOCK AND URGENT.LY INC. Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-271937 PROSPECTUS FOR UP TO 6,185,748 SHARES OF COMMON STOCK AND WARRANTS OF URGENT.LY INC. To the shareholders of Otonomo Technologies Ltd.: The board of directors of Otonomo Technologies Ltd., a company organized under the laws of the State of Israel (“Otonomo”), has approved the Agreement and Plan of Merger, dated February
August 25, 2023	POS AM	As filed with the Securities and Exchange Commission on August 24, 2023. Table of Contents As filed with the Securities and Exchange Commission on August 24, 2023.
August 25, 2023	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) Urgent.ly Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Common Stock, par
August 25, 2023	CORRESP	August 24, 2023 Wilson Sonsini Goodrich & Rosati Professional Corporation One Market Plaza Spear Tower, Suite 3300 San Francisco, California 94105-1126 o: 415.
August 25, 2023	EX-99.3	Consent of Duff & Phelps. Exhibit 99.3 CONSENT OF DUFF & PHELPS Kroll, LLC, operating through its Duff & Phelps Opinions Practice (“Duff & Phelps”), hereby consents to (i) the inclusion of our fairness opinion, dated February 9, 2023, to the Board of Directors of Otonomo Technologies Ltd. in the filing of the proxy statement/prospectus included in the Registration Statement on Form S-4 of Urgent.ly Inc., to be filed on Aug
August 16, 2023	425	Filed by Urgent.ly Inc. Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: August 16, 2023 Investor Update August 16, 2023 Dear Urgently Stockholders and Note Holders: Otonomo Merger and Direct List Otonomo filed a Form 6-K regarding its s
August 14, 2023	EX-99.3	Consent of Duff & Phelps. EX-99.3 Exhibit 99.3 CONSENT OF DUFF & PHELPS Kroll, LLC, operating through its Duff & Phelps Opinions Practice (“Duff & Phelps”), hereby consents to (i) the inclusion of our fairness opinion, dated February 9, 2023, to the Board of Directors of Otonomo Technologies Ltd. in the filing of the proxy statement/prospectus included in the Registration Statement on Form S-4 of Urgent.ly Inc., to be file
August 14, 2023	EX-3.1	Amended and Restated Certificate of Incorporation of Urgent.ly Inc., as currently in effect. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF URGENTLY INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Urgent.ly Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. That the name of this corp
August 14, 2023	POS AM	As filed with the Securities and Exchange Commission on August 14, 2023. Table of Contents As filed with the Securities and Exchange Commission on August 14, 2023.
August 11, 2023	425	Otonomo / Urgent.ly Presentation delivered at the J.P. Morgan 2023 Auto Conference on Wednesday, August 09, 2023 at 4:35 PM Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: August 10, 2023 Otonomo / Urgent.ly Presentation delivered at the J.P. Morgan 2023 Auto Conference on Wednesday, August 09, 2023 at 4:35 PM If you want to take your
August 9, 2023	425	Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: August 9, 2023 Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: August 9, 2023 Investor Presentation Merger with Otonomo August 2023 Confidentiality and Disclosures This presentation is for information purposes only. Unless and
July 27, 2023	EX-99.1	Consent of Benjamin Volkow to be named as a director. Exhibit 99.1 Consent to be Named as Director In connection with the filing by Urgent.ly Inc. (the “Company”) of the Registration Statement on Form S-1 (as it may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Se
July 27, 2023	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Urgent.ly Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Common stock, par
July 27, 2023	EX-4.8	Form of 2022 Convertible Note Warrant between Urgent.ly Inc. and certain investors, as amended. Exhibit 4.8 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD P
July 27, 2023	S-1	As filed with the Securities and Exchange Commission on July 26, 2023 FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on July 26, 2023 Registration No.
July 14, 2023	424B3	MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-271937 MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT To the shareholders of Otonomo Technologies Ltd.: The board of directors of Otonomo Technologies Ltd., a company organized under the laws of the State of Israel (“Otonomo”), has approved the Agreement and Plan of Merger, dated February 9, 2023, by and among Urgent.ly Inc., a D
July 13, 2023	CORRESP	July 13, 2023 July 13, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Amanda Kim Stephen Krikorian Matthew Crispino Larry Spirgel Re: Urgent.ly Inc. Registration Statement on Form S-4 (File No. 333-271937) Acceleration Request Requested Date: Friday, July 14, 2023 Requested Time: 4:00 P.M. East
July 10, 2023	S-4/A	As filed with the Securities and Exchange Commission on July 10, 2023. S-4/A Table of Contents As filed with the Securities and Exchange Commission on July 10, 2023.
July 10, 2023	EX-10.12	Urgent.ly Inc. 2023 Equity Incentive Plan and related form agreements. EX-10.12 Exhibit 10.12 URGENTLY INC. 2023 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company’s business. The Plan permits the grant of Incentive Stock Optio
July 10, 2023	EX-FILING FEES	Filing Fee Table. EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) Urgent.
July 10, 2023	EX-10.4	Urgent.ly Inc. 2013 Equity Incentive Plan. EX-10.4 Exhibit 10.4 URGENT.LY INC. 2013 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: SEPT 24, 2013 APPROVED BY THE STOCKHOLDERS: SEPT 24, 2013 READOPTED BY THE BOARD OF DIRECTORS: FEB 7, 2023 (THE “READOPTION DATE”) REAPPROVED BY THE STOCKHOLDERS: FEB 7, 2023 AS AMENDED: JUNE 16, 2023 TERMINATION DATE: FEB 7, 2033 1. GENERAL. (a) Eligible Stock Award Recipients. The persons eligible t
July 10, 2023	EX-99.3	Consent of Duff & Phelps. EX-99.3 Exhibit 99.3 CONSENT OF DUFF & PHELPS Kroll, LLC, operating through its Duff & Phelps Opinions Practice (“Duff & Phelps”), hereby consents to (i) the inclusion of our fairness opinion, dated February 9, 2023, to the Board of Directors of Otonomo Technologies Ltd. in the filing of the proxy statement/prospectus included in the Registration Statement on Form S-4 of Urgent.ly Inc., to be file
July 10, 2023	EX-99.1	Form of Preliminary Proxy Card. EX-99.1 Exhibit 99.1 SCAN TO OTONOMO TECHNOLOGIES LTD. VIEW MATERIALS & VOTE w 16 ABBA EBAN BLVD. HERZLIYA PITUACH VOTE BY INTERNET—www.proxyvote.com or scan the QR Barcode above 467256, ISRAEL Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on [TBD], 2023. Have your proxy card in hand when you access the web site an
July 10, 2023	CORRESP	July 10, 2023 Wilson Sonsini Goodrich & Rosati Professional Corporation One Market Plaza Spear Tower, Suite 3300 San Francisco, California 94105-1126 o: 415.
June 22, 2023	EX-4.13	Form of Warrant Assumption Agreement. EX-4.13 Exhibit 4.13 WARRANT ASSUMPTION AGREEMENT This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of [], 2023, by and among Otonomo Technologies Ltd., a company organized under the laws of the State of Israel (“Otonomo”), Urgent.ly Inc., a Delaware corporation (“Urgently”), and American Stock Transfer & Trust Company, a New York limited liability company
June 22, 2023	EX-4.2	Form of 2018 Warrant Agreement between Urgent.ly Inc. and certain affiliates of Structural Capital, as amended. EX-4.2 Exhibit 4.2 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIR
June 22, 2023	EX-10.14	Urgent.ly Inc. Executive Incentive Compensation Plan. EX-10.14 Exhibit 10.14 URGENTLY INC. EXECUTIVE INCENTIVE COMPENSATION PLAN 1. Purposes of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating Employees to (i) perform to the best of their abilities and (ii) achieve the Company’s objectives. 2. Definitions. (a) “Actual Award” means, as to any Performance Period, the actual award (if any) payable
June 22, 2023	EX-10.4	Urgent.ly Inc. 2013 Equity Incentive Plan. Exhibit 10.4 URGENT.LY INC. 2013 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: SEPT 24, 2013 APPROVED BY THE STOCKHOLDERS: SEPT 24, 2013 TERMINATION DATE: SEPT 23, 2023 1. GENERAL. (a) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are Employees, Directors and Consultants. (b) Available Stock Awards. The Plan provides for the grant of the following Stock A
June 22, 2023	EX-4.5	Form of Warrant to Purchase Series B-1 Preferred Stock between Urgent.ly Inc. and certain investors. EX-4.5 Exhibit 4.5 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. URGENT.L
June 22, 2023	EX-10.2	Second Amendment to Loan and Security Agreement, dated as of February 9, 2023, by and among Urgent.ly Inc., certain subsidiaries of Urgent.ly Inc., Alter Domus (US) LLC as administrative and collateral agent, and each of the lenders from time to time party thereto. EX-10.2 Exhibit 10.2 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of February 9, 2023 (this “Amendment”), is made by and among Urgent.ly Inc., a Delaware corporation, for itself and each of its Subsidiaries (collectively referred to as “Borrower”), Alter Domus (US) LLC, a Delaware limited liability company, as administrative and col
June 22, 2023	EX-4.3	Form of 2019 Warrant Agreement between Urgent.ly Inc. and certain affiliates of Structural Capital, as amended. EX-4.3 Exhibit 4.3 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIR
June 22, 2023	EX-99.1	Form of Preliminary Proxy Card. Exhibit 99.1 OTONOMO TECHNOLOGIES LTD. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS I, the undersigned shareholder of Otonomo Technologies Ltd. (the “Company”), do hereby nominate, constitute and appoint Mr. Benjamin Volkow, Chief Executive Officer and Chairman of the Board of Directors of the Company and Ms. Maya Nassie-Neeman, General Counsel of the Company, and each of them, my t
June 22, 2023	EX-10.11	Form of Restricted Stock Unit Grant Notice under Urgent.ly Inc. 2013 Equity Incentive Plan. EX-10.11 Exhibit 10.11 Standard Form URGENT.LY INC. RESTRICTED STOCK UNIT GRANT NOTICE Urgent.ly Inc. (the “Company”), pursuant to its 2013 Equity Incentive Plan, as amended and/or restated as of the “Date of Grant” set forth below (the “Plan”), has granted to Participant (as of the Date of Grant) a Restricted Stock Unit Award for the number of shares of the Company’s Common Stock (“RSUs”) set for
June 22, 2023	EX-10.13	Urgent.ly Inc. 2023 Employee Stock Purchase Plan and related form agreements. EX-10.13 Exhibit 10.13 URGENTLY INC. 2023 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a Code Section 423 Component (“423 Component”) and a non-Code Section 423 Component (“No
June 22, 2023	EX-4.4	Form of 2021 Warrant Agreement between Urgent.ly Inc. and certain affiliates of Structural Capital, as amended. EX-4.4 Exhibit 4.4 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIR
June 22, 2023	EX-4.8	Form of 2022 Convertible Note Warrant between Urgent.ly Inc. and certain investors, as amended. Exhibit 4.8 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD P
June 22, 2023	S-4/A	As filed with the Securities and Exchange Commission on June 22, 2023. Table of Contents As filed with the Securities and Exchange Commission on June 22, 2023.
June 22, 2023	EX-10.10	Form of Stock Option Agreement under Urgent.ly Inc. 2013 Equity Incentive Plan. Exhibit 10.10 URGENT.LY INC. 2013 EQUITY INCENTIVE PLAN OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION) Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Urgent.ly Inc., a Delaware corporation (the “Company”) has granted you an option under its 2013 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Commo
June 22, 2023	EX-10.12	Urgent.ly Inc. 2023 Equity Incentive Plan and related form agreements. EX-10.12 Exhibit 10.12 URGENTLY INC. 2023 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company’s business. The Plan permits the grant of Incentive Stock Optio
June 22, 2023	EX-10.3	Third Amendment to Loan and Security Agreement, dated as of May 18, 2023, by and among Urgent.ly Inc., certain subsidiaries of Urgent.ly Inc., Alter Domus (US) LLC as administrative and collateral agent, and each of the lenders from time to time party thereto. EX-10.3 Exhibit 10.3 Execution Version THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of May 18, 2023 (this “Amendment”), is made by and among Urgent.ly Inc., a Delaware corporation, for itself and each of its Subsidiaries (collectively referred to as “Borrower”), Alter Domus (US) LLC, a Delaware limited liability company, as administra
June 22, 2023	EX-10.7	Amended and Restated Executive Employment Agreement, dated February 9, 2023, between Urgent.ly Inc. and Timothy Huffmyer. Exhibit 10.7 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective February 9, 2023 (the “Effective Date”), by and between Timothy C. Huffmyer (the “Executive”) and Urgent.ly, Inc. (the “Company”). This Agreement a mends, restates, and supersedes in its entirety the Employment Terms between the Compa
June 22, 2023	EX-10.8	Separation Agreement, dated July 19, 2022, as amended, between Urgent.ly Inc. and Christopher Spanos. EX-10.8 Exhibit 10.8 July 19, 2022 (as modified July 29, 2022 and August 3, 2022) Christopher Spanos 5730 MacArthur Blvd., NW Washington, DC 20016 Re: Separation Agreement Dear Chris: This letter sets forth the substance of the separation agreement (the “Agreement”) which Urgently Inc. (the “Company”) is offering to you to aid in your employment transition. 1. Separation. Your last day of work wit
June 22, 2023	EX-21.1	Subsidiaries of Urgent.ly Inc. EX-21.1 Exhibit 21.1 Subsidiaries of Urgent.ly Name State of Incorporation / Jurisdiction Roadside Innovation Inc. (“Roadside”) Delaware Roadside Innovation (Arkansas) Inc. (“Roadside Arkansas”) Arkansas Urgently Canada Technologies ULC (“Urgently Canada”) British Columbia, Canada URG Holdco Israel Ltd. (“Holdco”) Israel U.O Odyssey Merger Sub Ltd. (“Merger Sub”) Israel
June 22, 2023	EX-3.5	Specimen Common Stock Certificate of Urgent.ly Inc. EX-3.5 Exhibit 3.5 Exhibit 3.5 DELAWARE SEAL URGENT.LY INC. CORPORATE May 16, 2013 ULY FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF Urgent.ly Inc. transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent an
June 22, 2023	EX-FILING FEES	Filing Fee Table. EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) Urgent.
June 22, 2023	EX-99.3	Consent of Duff & Phelps. EX-99.3 Exhibit 99.3 CONSENT OF DUFF & PHELPS Kroll, LLC, operating through its Duff & Phelps Opinions Practice (“Duff & Phelps”), hereby consents to (i) the inclusion of our fairness opinion, dated February 9, 2023, to the Board of Directors of Otonomo Technologies Ltd. in the filing of the proxy statement/prospectus included in the Registration Statement on Form S-4 of Urgent.ly Inc., to be file
June 22, 2023	EX-4.7	Form of Warrant Agreement between Urgent.ly Inc. and certain affiliates of Highbridge, as amended. Exhibit 4.7 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS OFFERED, SOLD, PLEDGED OR HYPOTHECATED PURSUANT TO AN AVA
June 22, 2023	EX-4.12	Amended and Restated Warrant Agreement, dated as of August 13, 2021, by and among Software Acquisition Group Inc. II, Otonomo Technologies Ltd., Continental Stock Transfer & Trust Company and American Stock Transfer & Trust Company, LLC. EX-4.12 Exhibit 4.12 AMENDED & RESTATED WARRANT AGREEMENT THIS AMENDED & RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of August 13, 2021, is by and between Otonomo Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), Software Acquisition Group Inc. II, a Delaware corporation (“SWAG II”), Continental Stock Transfer & Trust Company, a New York corp
June 22, 2023	EX-4.11	Form of Warrant to Purchase Urgently Common Stock. EX-4.11 Exhibit 4.11 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW SOFTWARE ACQUISITION GROUP INC. II Incorporated Under the Laws of the State of Delaware CUSIP 83407F 11 9 Warrant Certificate This Warrant Certificate certifies that , or registered
June 22, 2023	EX-4.10	Form of Senior Advisor Warrant between Urgent.ly Inc and certain investors. Exhibit 4.10 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD
June 22, 2023	EX-10.6	Executive Employment Agreement, dated February 9, 2023, between Urgent.ly Inc. and Matthew Booth. EX-10.6 Exhibit 10.6 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective February 9, 2023 (the “Effective Date”), by and between Matthew Booth (the “Executive”) and Urgent.ly, Inc. (the “Company”). The Company desires to continue to employ the Executive and, in connection therewith, to compensate the Executive for Executive’s personal serv
June 22, 2023	EX-10.5	Form of Indemnification Agreement between Urgent.ly Inc. and each of its directors and executive officers. Exhibit 10.5 URGENT.LY INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is dated as of [•], 2023, and is between Urgent.ly Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”). RECITALS A. Indemnitee’s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as directors or officers of c
June 22, 2023	CORRESP	June 22, 2023 June 22, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.
June 22, 2023	EX-10.1	Second Amendment to Second Amended and Restated Loan and Security Agreement, dated as of May 18, 2023, by and among Structural Capital Investments III, LP, Series Structural DCO II series of Structural Capital DCO, LLC and CEOF Holdings LP, Ocean II PLO LLC as administrative and collateral agent, Urgent.ly Inc., and certain subsidiaries of Urgent.ly Inc. party thereto from time to time. Exhibit 10.1 SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of May 18, 2023 (this “Amendment”), is made by and among Structural Capital Investments III, LP (“SCI”), Series Structural DCO II series of Structural Capital DCO, LLC (“DCO”) and CEOF HOLDINGS LP (“CEOF, and together wi
June 22, 2023	EX-4.9	Form of Warrant to Purchase Common Stock between Urgent.ly Inc. and Silicon Valley Bank dated May 8, 2020. EX-4.9 Exhibit 4.9 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 6.3 AND 6.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COM
June 22, 2023	EX-4.6	Form of 2019 Convertible Note Warrant between Urgent.ly Inc. and certain investors. EX-4.6 Exhibit 4.6 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. URGENT.L
May 17, 2023	425	Otonomo Announces First Quarter 2023 Financial Results 425 Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: May 17, 2023 Otonomo Announces First Quarter 2023 Financial Results HERZLIYA, Israel and SAN FRANCISCO – May 17, 2023 – Otonomo Technologies Ltd. (Nasdaq: OTMO)
May 17, 2023	425	Filed by Urgent.ly Inc. 425 Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: May 17, 2023 Otonomo Technologies Ltd. NasdaqCM:OTMO FQ1 2023 Earnings Call Transcripts Wednesday, May 17, 2023 12:30 PM GMT S&P Global Market Intelligence Esti
May 15, 2023	EX-4.1	Amended and Restated Investor Rights Agreement by and among Urgent.ly Inc. and certain of its stockholders, dated July 12, 2022. EX-4.1 4 d438097dex41.htm EX-4.1 Exhibit 4.1 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of July 12, 2022 by and among Urgent.ly Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and any Person t
May 15, 2023	EX-99.3	Consent of Duff & Phelps. EX-99.3 9 d438097dex993.htm EX-99.3 Exhibit 99.3 CONSENT OF DUFF & PHELPS Kroll, LLC, operating through its Duff & Phelps Opinions Practice (“Duff & Phelps”), hereby consents to (i) the inclusion of our fairness opinion, dated February 9, 2023, to the Board of Directors of Otonomo Technologies Ltd. in the filing of the joint proxy statement /prospectus on Form S-4 of Urgent.ly Inc., to be filed on
May 15, 2023	EX-99.2	Consent of Benjamin Volkow to be named as a director. EX-99.2 Exhibit 99.2 Consent to be Named as Director In connection with the filing by Urgent.ly Inc. (the “Company”) of the Registration Statement on Form S-4 (as it may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 unde
May 15, 2023	EX-3.1	Amended and Restated Certificate of Incorporation of Urgent.ly Inc., as currently in effect. EX-3.1 2 d438097dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF URGENTLY INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Urgent.ly Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTI
May 15, 2023	EX-10.9	Deed of Lease between Urgent.ly Inc. and P6/ Griffith 809 Westwood LLC. EX-10.9 5 d438097dex109.htm EX-10.9 Exhibit 10.9 DEED OF LEASE THIS DEED OF LEASE is entered into as of the 13th day of October, 2017 (the “Effective Date”), between P6/Griffith 8609 Westwood LLC, a Massachusetts limited liability company (hereinafter called “Landlord”), and Urgent.ly Inc., a Delaware corporation (hereinafter called “Tenant”). 1. DEFINITIONS. (a) “Basic Cost”: The actual costs inc
May 15, 2023	EX-FILING FEES	Filing Fee Table. EX-FILING FEES 10 d438097dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) Urgent.ly Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of
May 15, 2023	CORRESP	May 15, 2023 Wilson Sonsini Goodrich & Rosati Professional Corporation One Market Plaza Spear Tower, Suite 3300 San Francisco, California 94105-1126 O : 415.
May 15, 2023	EX-3.2	Bylaws of Urgent.ly Inc., as amended, as currently in effect. EX-3.2 Exhibit 3.2 BYLAWS OF URGENT.LY INC. (A DELAWARE CORPORATION) BYLAWS OF URGENT.LY INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware will be in the City of Wilmington, County of New Castle. Section 2. Other Offices. The corporation will also have and maintain an office or principal place of business
May 15, 2023	S-4	Agreement and Plan of Merger, dated as of February 9, 2023, by and among Urgent.ly Inc., O.U Odyssey Merger Sub Ltd., and Otonomo Technologies Ltd. Table of Contents As filed with the Securities and Exchange Commission on May 15, 2023.
February 15, 2023	425	Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: February 15, 2 425 Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: February 15, 2023 Q4 and Full Year 2022 Earnings Call February 15, 2023 DISCLAIMER Forward Looking Statements This communication contains forward-looking statem
February 15, 2023	425	Filed by Urgent.ly Inc. 425 Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: February 15, 2023 Otonomo Technologies Ltd (NASDAQ:OTMO) Q4 2022 Results Conference Call February 15, 2023 8:30 AM ET Company Participants Juliet McGinnis - Sen
February 15, 2023	425	Otonomo Announces Fourth Quarter and Full Year 2022 Financial Results Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: February 15, 2023 Otonomo Announces Fourth Quarter and Full Year 2022 Financial Results HERZLIYA, Israel and SAN FRANCISCO – Feb. 15, 2023 – Otonomo Technologies Lt
February 14, 2023	DRS	As confidentially submitted to the Securities and Exchange Commission on February 14, 2023. This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confide Table of Contents As confidentially submitted to the Securities and Exchange Commission on February 14, 2023.
February 10, 2023	425	* * * 425 Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: February 10, 2023 URGENTLY PARTNERS FAQ 1. What is the purpose of this merger? Urgently and Otonomo are merging to create a leading mobility services company. P
February 10, 2023	425	Otonomo and Urgently to Combine to Create Leading Mobility Services Company Proposed Merger Would Create an End-to-end Platform for a New Generation of Mobility Services and Experiences for Automotive OEM, Insurance, Transportation, Rental and Fleet Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: February 10, 2023 Otonomo and Urgently to Combine to Create Leading Mobility Services Company Proposed Merger Would Create an End-to-end Platform for a New Generati
February 10, 2023	425	Otonomo and Urgently to Combine to Create Leading Mobility Services Company Employee FAQs 425 Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: February 10, 2023 Otonomo and Urgently to Combine to Create Leading Mobility Services Company Employee FAQs 1. What is happening? Today, Urgent.ly announced tha
February 10, 2023	425	Powering the Present and Future of Connected Mobility Services FEBRUARY 2023 + This filing relates to the proposed merger between Urgent.ly Inc. and Otonomo Technologies Ltd. Pursuant to the terms of that certain Agreement and Plan of Merger, dated a Powering the Present and Future of Connected Mobility Services FEBRUARY 2023 + This filing relates to the proposed merger between Urgent.
February 10, 2023	425	EMPLOYEES EMAIL 425 Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: February 10, 2023 This filing relates to the proposed merger between Urgent.ly Inc. and Otonomo Technologies Ltd. Pursuant to the terms of that certain Agreemen
February 10, 2023	425	Filed by Urgent.ly Inc. 425 1 d432930d425.htm 425 Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: February 10, 2023 PROJECT ODYSSEY – SOCIAL MEDIA POSTS TWITTER URGENTLY NEWS: Urgently is combining with @Otonomo to create a leading #mob
February 10, 2023	425	EMPLOYEES EMAIL Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: February 10, 2023 This filing relates to the proposed merger between Urgent.ly Inc. and Otonomo Technologies Ltd. pursuant to the terms of that certain Agreement an
February 10, 2023	425	This filing relates to the proposed merger between Urgent.ly Inc. and Otonomo Technologies Ltd. Pursuant to the terms of that certain Agreement and Plan of Merger, dated as of February 9, 2023. The Future of Mobility Runs Through Otonomo February 202 425 This filing relates to the proposed merger between Urgent.ly Inc. and Otonomo Technologies Ltd. Pursuant to the terms of that certain Agreement and Plan of Merger, dated as of February 9, 2023. The Future of Mobility Runs Through Otonomo February 2023 Our mission is to make mobility more equitable, accessible, sustainable and safe. & Igniting A New Generation of Mobility Services U.S.-based le
February 10, 2023	425	Project Odyssey FAQ 425 Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: February 10, 2023 This filing relates to the proposed merger between Urgent.ly Inc. and Otonomo Technologies Ltd. Pursuant to the terms of that certain Agreemen

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