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What changed in Urgent.ly Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Urgent.ly Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+532 added−582 removedSource: 10-K (2025-03-14) vs 10-K (2024-03-29)

Top changes in Urgent.ly Inc.'s 2024 10-K

532 paragraphs added · 582 removed · 411 edited across 2 sections

Item 1. Business

Business — how the company describes what it does

266 edited+56 added−93 removed440 unchanged
Biggest changeWhile we have to date been successful in obtaining compliance waivers with respect to such covenant defaults, we may not be able to do so in the future on terms advantageous to us or at all; • Service Providers that have not complied with our insurance, licensure and other requirements may subject us to a number of risks; • We rely on unpatented proprietary technology, trade secrets, processes and know-how; • We may be unable to integrate successfully and realize the anticipated benefits of the Merger; • The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members; 10 • As a private company, we had not endeavored to establish and maintain a public-company-quality internal control over financial reporting.
Biggest changeWhile we have to date been successful in obtaining compliance waivers with respect to such covenant defaults, we may not be able to do so in the future on terms advantageous to us or at all; • Service Providers that have not complied with our insurance, licensure and other requirements may subject us to a number of risks; • We rely on unpatented proprietary technology, trade secrets, processes and know-how; • The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members; • We will have incurred and will continue to incur increased costs and obligations as a result of being a public company; • Our stock price may be volatile and may decline regardless of our operating performance; and • We may fail to continue to meet the listing standards of Nasdaq, and as a result our Common Stock may be delisted, which could have a material adverse effect on the liquidity and trading price of our Common Stock and on our ability to raise capital, and other adverse consequences. 10 Risks Related to Our Business and Industry If we fail to retain existing Customer Partners and acquire new Customer Partners, or fail to do so in a cost-effective manner, we may be unable to improve margins and achieve profitability and our business, financial condition and results of operations may be adversely affected.
Additionally, our business relies on our ability to collect, receive, store, process, use, generate, transfer, disclose, make accessible, protect, share, and otherwise process personal data and other sensitive information (such as personal data that identifies or is identifiable to actual or prospective customers, suppliers, personnel, or others), proprietary and confidential business information, trade secrets, intellectual property, and sensitive third-party information.
Additionally, our business relies on our ability to collect, receive, store, use, generate, transfer, disclose, make accessible, protect, share and otherwise process personal data and other sensitive information (such as personal data that identifies or is identifiable to actual or prospective customers, suppliers, personnel or others), proprietary and confidential business information, trade secrets, intellectual property and sensitive third-party information.
Overview We are a leading connected mobility assistance software platform, matching vehicle owners and operators with service professionals who deliver traditional roadside assistance, proactive maintenance and repair services. The traditional experience of a vehicle breakdown is often stressful and inconvenient for stranded drivers, compounded by processes that lack transparency and lead to long wait times.
Overview We are a leading connected mobility assistance software platform, matching vehicle owners and operators with service professionals who deliver traditional roadside assistance, proactive maintenance and repair services. The traditional experience of a vehicle breakdown is often stressful and inconvenient for stranded drivers, compounded by processes that lack transparency and lead to long wait times.
We offer an innovative alternative to this traditional experience, leveraging our digitally native software platform to match supply and demand in our network and deliver exceptional mobility assistance experiences at scale.
We offer an innovative alternative to this traditional experience, leveraging our digitally native software platform to match supply and demand in our network and deliver exceptional mobility assistance experiences at scale.
We currently operate under two different service models for our Customer Partners: (i) full-service outsourcing RAS-flat rate and (ii) full-service outsourcing RAS-claim cost pass-through. • Full-service outsourcing of RAS-flat rate .
We currently operate under two different service models for our Customer Partners: (i) full-service outsourcing of RAS-flat rate and (ii) full-service outsourcing of RAS-claim cost pass-through. • Full-service outsourcing of RAS-flat rate .
Provision for income taxes Income tax expense or benefit is related to the provision for federal, state, and foreign taxes imposed upon our results of operations.
Provision (Benefit) for Income Taxes Income tax expense or benefit is related to the provision for federal, state and foreign taxes imposed upon our results of operations.
These provisions include the following: • a classified board of directors such that not all members of the Board are elected at one time; • the right of the Board to establish the number of directors and fill any vacancies and newly created directorships; • director removal by stockholders solely for cause and with the affirmative vote of at least a majority of the voting power of the then-outstanding shares of capital stock entitled to vote generally in the election of directors; • “blank check” preferred stock that the Board could use to implement a stockholder rights plan; • the right of the Board to issue authorized but unissued Common Stock and Preferred Stock without stockholder approval; • no ability of the stockholders to call special meetings of stockholders; • no right of the stockholders to act by written consent, which requires all stockholder actions to be taken at a meeting of the stockholders; • limitations on the liability of, and the provision of indemnification to, our directors and officers; 38 • the right of the Board to make, alter, or repeal our Bylaws; and • advance notice requirements for nominations for election to the Board or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
These provisions include the following: • a classified board of directors such that not all members of the Board are elected at one time; • the right of the Board to establish the number of directors and fill any vacancies and newly created directorships; • director removal by stockholders solely for cause and with the affirmative vote of at least a majority of the voting power of the then-outstanding shares of capital stock entitled to vote generally in the election of directors; • “blank check” preferred stock that the Board could use to implement a stockholder rights plan; • the right of the Board to issue authorized but unissued Common Stock and Preferred Stock without stockholder approval; • no ability of the stockholders to call special meetings of stockholders; • no right of the stockholders to act by written consent, which requires all stockholder actions to be taken at a meeting of the stockholders; • limitations on the liability of, and the provision of indemnification to, our directors and officers; • the right of the Board to make, alter, or repeal our Bylaws; and • advance notice requirements for nominations for election to the Board or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
The IT and infrastructure used in our business may be vulnerable to breakdowns, disruptions, and cyberattacks or security breaches and incidents from various sources, including inadvertent or intentional actions by our employees, contractors, and/or other third parties, or from cyber-attacks by malicious third parties (including supply chain cyber-attacks or the deployment of harmful malware, ransomware, denial-of-service attacks, social engineering and other means to affect service reliability and threaten the confidentiality, integrity and availability of information), which may compromise our system infrastructure or lead to the loss, destruction, alteration, prevention of access to, disclosure, or dissemination of, or damage or unauthorized access to or other processing of, our data (including trade secrets or other confidential information, intellectual property, proprietary business information, and personal information) or data that is processed or maintained on our behalf, including personal data and other sensitive and proprietary data of our Customer Partners, Service Providers, Consumers, employees’ personal data, or other sensitive and proprietary data, accessible through those systems.
The IT and infrastructure used in our business may be vulnerable to breakdowns, disruptions and cyberattacks or security breaches and incidents from various sources, including inadvertent or intentional actions by our employees, contractors and/or other third parties, or from cyber-attacks by malicious third parties (including supply chain cyber-attacks or the deployment of harmful malware, ransomware, denial-of-service attacks, social engineering and other means to affect service reliability and threaten the confidentiality, integrity and availability of information), which may compromise our system infrastructure or lead to the loss, destruction, alteration, disclosure, unavailability, or dissemination of, prevention of access to, or damage or unauthorized access to or other processing of, our data (including trade secrets or other confidential information, intellectual property, proprietary business information, and personal information) or data that is processed or maintained on our behalf, including personal data and other sensitive and proprietary data of our Customer Partners, Service Providers, Consumers, employees’ personal data, or other sensitive and proprietary data, accessible through those systems.
Additionally, international sales and operations are subject to a number of risks, including the following: • greater difficulty in enforcing contracts and managing collections in countries where our recourse may be more limited, as well as longer collection periods; • higher costs of doing business internationally, including costs incurred in establishing and maintaining office space and equipment for international operations; • differing labor regulations; • challenges inherent to efficiently recruiting and retaining talented and capable employees in foreign countries and maintaining company culture and employee programs; 26 • fluctuations in exchange rates between the U.S. dollar and foreign currencies in markets where we do business; • management communication and integration problems resulting from language and cultural differences and geographic dispersion; • costs associated with language localization of our platform; • risks associated with trade restrictions and foreign legal requirements, including any importation, certification, and localization of our platform that may be required in foreign countries; • greater risk of unexpected changes in regulatory requirements, tariffs and tax laws, trade laws, export quotas, customs duties, treaties, and other trade restrictions; • costs of compliance with foreign laws and regulations and the risks and costs of non-compliance with such laws and regulations, including, but not limited to data privacy, data protection, and data security regulations, particularly in the EU; • risks relating to the implementation of exchange controls, including restrictions promulgated by the OFAC, and other similar trade protection regulations and measures; • heightened risk of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact our financial condition and result in restatements of, or irregularities in, financial statements; • the uncertainty of protection for intellectual property rights in some countries; • general economic and political conditions in these foreign markets, including political and economic instability in certain regions; • foreign exchange controls or tax regulations that might prevent us from repatriating cash earned outside the United States; • risks associated with securing and complying with debt agreements relative to such foreign operations; and • double taxation of our international earnings and potentially adverse tax consequences due to changes in the tax laws of the United States or the foreign jurisdictions in which we operate.
Additionally, international sales and operations are subject to a number of risks, including the following: • greater difficulty in enforcing contracts and managing collections in countries where our recourse may be more limited, as well as longer collection periods; • higher costs of doing business internationally, including costs incurred in establishing and maintaining office space and equipment for international operations; • differing labor regulations; • challenges inherent to efficiently recruiting and retaining talented and capable employees in foreign countries and maintaining company culture and employee programs; • fluctuations in exchange rates between the U.S. dollar and foreign currencies in markets where we do business; • management communication and integration problems resulting from language and cultural differences and geographic dispersion; • costs associated with language localization of our platform; • risks associated with trade restrictions and foreign legal requirements, including any importation, certification, and localization of our platform that may be required in foreign countries; • greater risk of unexpected changes in regulatory requirements, tariffs and tax laws, trade laws, export quotas, customs duties, treaties, and other trade restrictions; • costs of compliance with foreign laws and regulations and the risks and costs of non-compliance with such laws and regulations, including, but not limited to data privacy, data protection, and data security regulations, particularly in the EU; • risks relating to the implementation of exchange controls, including restrictions promulgated by the OFAC, and other similar trade protection regulations and measures; • heightened risk of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact our financial condition and result in restatements of, or irregularities in, financial statements; 25 • the uncertainty of protection for intellectual property rights in some countries; • general economic and political conditions in these foreign markets, including political and economic instability in certain regions; • foreign exchange controls or tax regulations that might prevent us from repatriating cash earned outside the United States; • risks associated with securing and complying with debt agreements relative to such foreign operations; and • double taxation of our international earnings and potentially adverse tax consequences due to changes in the tax laws of the United States or the foreign jurisdictions in which we operate.
We believe that our continued growth in total revenue will depend upon, among other factors, our ability to: • attract new Customer Partners, Service Providers and Consumers who purchase products and services from us at the same rate and of the same type as our existing customer base; 17 • retain current Customer Partners, Service Providers and Consumers who continue to purchase products and services from us at rates and in a manner consistent with their prior purchasing behavior; • build existing and new Customer Partner, Service Provider and Consumer trust in us and otherwise maintain our reputation; • establish brand recognition with Consumers; • establish ourselves as a default platform for the provision of mobile assistance services; • encourage Customer Partners to expand the categories of products and services they purchase; • enter into new joint ventures and attract new Customer Partners and Service Providers; • provide a superior Consumer experience; • respond to changes in Consumer access to and use of the internet and mobile devices; • react to challenges from existing and new competitors; • develop a scalable, high-performance technology and Service Provider network infrastructure that can efficiently and reliably handle increased demand, as well as the deployment of new features and the sale of new products and services; • provide roadside assistance in a timely way and in accordance with Customer Partner, Service Provider and Consumer expectations, which may change over time; • respond to macroeconomic trends and their impact on Consumer spending patterns; • hire, integrate and retain talented personnel; • leverage technological and operational efficiencies; and • invest in the infrastructure underlying our connected services platform, including with respect to data protection and cybersecurity.
We believe that our growth in total revenue will depend upon, among other factors, our ability to: • attract new Customer Partners, Service Providers and Consumers who purchase products and services from us at the same rate and of the same type as our existing customer base; • retain current Customer Partners, Service Providers and Consumers who continue to purchase products and services from us at rates and in a manner consistent with their prior purchasing behavior; • build existing and new Customer Partner, Service Provider and Consumer trust in us and otherwise maintain our reputation; • establish brand recognition with Consumers; • establish ourselves as a default platform for the provision of mobile assistance services; • encourage Customer Partners to expand the categories of products and services they purchase; • enter into new joint ventures and attract new Customer Partners and Service Providers; • provide a superior Consumer experience; • respond to changes in Consumer access to and use of the internet and mobile devices; • react to challenges from existing and new competitors; • develop a scalable, high-performance technology and Service Provider network infrastructure that can efficiently and reliably handle increased demand, as well as the deployment of new features and the sale of new products and services; • provide roadside assistance in a timely way and in accordance with Customer Partner, Service Provider and Consumer expectations, which may change over time; • respond to macroeconomic trends and their impact on Consumer spending patterns; • hire, integrate and retain talented personnel; • leverage technological and operational efficiencies; and • invest in the infrastructure underlying our connected services platform, including with respect to data protection and cybersecurity.
We have encountered and will continue to encounter risks and 20 difficulties frequently experienced by growing companies in rapidly changing industries such as the roadside and mobility assistance industries, including our ability to: • accurately forecast our revenue and plan our operating expenses; • attract new and retain existing Customer Partners and Service Providers in a cost-effective manner; • successfully compete with current and future competitors, some of whom may offer competing products and services; • successfully expand our business in existing markets and enter adjacent markets and new geographies; • successfully execute strategic acquisitions and partnerships; • develop a scalable, high-performance technology infrastructure that can efficiently and reliably handle increased demand, as well as the deployment of new features and services; • comply with existing and new laws and regulations applicable to our business; • anticipate and respond to macroeconomic changes and changes in the markets in which we operate; • establish and maintain our brand and reputation; • adapt to rapidly evolving trends in the ways Customer Partners, Service Providers, and Consumers interact with technology; • effectively manage our rapid growth; • avoid interruptions or disruptions on our platform; and • hire, integrate, and retain key personnel.
We have encountered and will continue to encounter risks and difficulties frequently experienced by growing companies in rapidly changing industries such as the roadside and mobility assistance industries, including our ability to: • accurately forecast our revenue and plan our operating expenses; • attract new and retain existing Customer Partners and Service Providers in a cost-effective manner; • successfully compete with current and future competitors, some of whom may offer competing products and services; • successfully expand our business in existing markets and enter adjacent markets and new geographies; • successfully execute strategic acquisitions and partnerships; • develop a scalable, high-performance technology infrastructure that can efficiently and reliably handle increased demand, as well as the deployment of new features and services; • comply with existing and new laws and regulations applicable to our business; • anticipate and respond to macroeconomic changes and changes in the markets in which we operate; • establish and maintain our brand and reputation; • adapt to rapidly evolving trends in the ways Customer Partners, Service Providers and Consumers interact with technology; • effectively manage our growth; • avoid interruptions or disruptions on our platform; and • hire, integrate and retain key personnel.
The market for roadside assistance is primarily driven by two key factors: vehicle miles traveled (“VMT”) and the size of the car parc (i.e., total number of vehicles on the road). Other than a temporary COVID-19 related decrease in 2020, the national VMT has increased every year since 2011 (source: U.S. Energy Information Administration (Jan. 2024)).
The market for roadside assistance is primarily driven by two key factors: vehicle miles traveled (“VMT”) and the size of the car parc (i.e., total number of vehicles on the road). Other than a temporary COVID-19 related decrease in 2020, the national VMT has increased every year since 2011 (U.S. Energy Information Administration (Jan. 2024)).
Our issuance of additional shares of Common Stock or other equity securities of equal or senior rank would have the following effects: 39 • existing stockholders’ proportionate ownership interest would decrease; • the amount of cash available per share, including for payment of dividends (if any) in the future, may decrease; • the relative voting strength of each previously outstanding share of Common Stock may be diminished; and • the market price of our Common Stock may decline.
Our issuance of additional shares of Common Stock or other equity securities of equal or senior rank would have the following effects: • existing stockholders’ proportionate ownership interest would decrease; • the amount of cash available per share, including for payment of dividends (if any) in the future, may decrease; • the relative voting strength of each previously outstanding share of Common Stock may be diminished; and • the market price of our Common Stock may decline.
Our board-driven, proactive approach to cybersecurity risk management is integral to our mission of delivering value to our customers, employees, and shareholders, safeguarding our reputation, and ensuring the long-term success of our company. It em 2. Properties. Our headquarters are located in Vienna, Virginia, where we have approximately 8,417 square feet of leased office space.
Our board-driven, proactive approach to cybersecurity risk management is integral to our mission of delivering unparalleled value to our customers, employees, and shareholders, safeguarding our reputation, and ensuring the long-term success of our Company. It em 2. Properties. Our headquarters are located in Vienna, Virginia, where we have approximately 8,417 square feet of leased office space.
Customer Partners choose us because we deliver exceptional assistance experiences. We believe that our record of success in retaining existing Customer Partners reinforces the attractiveness of our solution and our focus on delivering exceptional Consumer experiences. We typically enter into multi-year, non-exclusive contracts with Customer Partners to provide mobility assistance and data on a per-service request basis to their Consumers.
Customer Partners choose us because we deliver exceptional assistance experiences. We believe that our success in retaining existing Customer Partners reinforces the attractiveness of our solution and our focus on delivering exceptional Consumer experiences. We typically enter into multi-year, non-exclusive contracts with Customer Partners to provide mobility assistance and data on a per-service request basis to their Consumers.
If we are unable to remediate our current material weakness or any material weaknesses in the future, our ability to record, process and report financial information accurately, and to prepare financial statements within the time periods specified by the forms of the SEC, could be adversely affected which, in turn, may adversely affect our reputation and business and the market price of our Common Stock.
If we are unable to remediate our current material weaknesses or any material weaknesses in the future, our ability to record, process and report financial information accurately, and to prepare financial statements within the time periods specified by the forms of the SEC, could be adversely affected which, in turn, may adversely affect our reputation and business and the market price of our Common Stock.
Our data providers might restrict the use of, or refuse to license, data, which could lead to our inability to access certain data or provide certain services and, as a result, materially and adversely affect our operating results and financial condition; • If we are unable to maintain existing relationships with insurance companies or establish new relationships with insurance companies, our business, results of operations, financial condition and growth potential could be adversely affected; • Our limited operating history and evolving business model makes it difficult to evaluate our future prospects and the risks and challenges we may encounter; • We have a rapidly evolving business model, which, in a similarly rapidly evolving industry, subject us to increased risks that could adversely affect our business, financial condition and results of operations; • Our sales cycle with Customer Partners may be lengthy and variable, which may make it difficult for us to forecast revenue and other operating results; • We may need to change our pricing model for our platform’s offerings, which in turn could adversely affect our business, financial condition and results of operations; • We and our Service Providers may face difficulties in meeting labor needs, which could adversely impact our business, financial condition and results of operations; • Adverse economic conditions or reduced automotive usage may adversely affect our business, financial condition and results of operations; • The loss of key senior management personnel or the failure to hire and retain highly skilled and other key personnel could adversely affect our business, financial condition and results of operations; • Our management team has limited experience managing a public company; • We may be unable to accurately forecast demand for mobility assistance services and appropriately plan our expenses in the future; • Weather events, natural disasters and other events beyond our control could adversely affect our business; • The terms of our existing Loan Agreements require us to meet certain operating and financial covenants and place restrictions on our operating and financial flexibility.
Our data providers might restrict the use of, or refuse to license, data, which could lead to our inability to access certain data or provide certain services and, as a result, materially and adversely affect our operating results and financial condition; • If we are unable to maintain existing relationships with insurance companies or establish new relationships with insurance companies, our business, results of operations, financial condition and growth potential could be adversely affected; • Our limited operating history and evolving business model make it difficult to evaluate our future prospects and the risks and challenges we may encounter; • We have a rapidly evolving business model, which, in a similarly rapidly evolving industry, subjects us to increased risks that could adversely affect our business, financial condition and results of operations; • Our sales cycle with Customer Partners may be lengthy and variable, which may make it difficult for us to forecast revenue and other operating results; • We may need to change our pricing model for our platform’s offerings, which in turn could adversely affect our business, financial condition and results of operations; • We and our Service Providers may face difficulties in meeting labor needs, which could adversely impact our business, financial condition and results of operations; • Adverse economic conditions or reduced automotive usage may adversely affect our business, financial condition and results of operations; • The loss of key senior management personnel or the failure to hire and retain highly skilled and other key personnel could adversely affect our business, financial condition and results of operations; • Our management team has limited experience managing a public company; • We may be unable to accurately forecast demand for mobility assistance services and appropriately plan our expenses in the future; • Weather events, natural disasters and other events beyond our control could adversely affect our business; • The terms of our existing Loan Agreements require us to meet certain operating and financial covenants and place restrictions on our operating and financial flexibility.
The roadside assistance industry has historically been dominated by legacy providers who have not capitalized on the optimization benefits available from technological 1 advancements including the widespread adoption of GPS, mapping and mobile phones. As a result, the roadside assistance industry has faced various pre-digital challenges: High Consumer frustration driven by lack of data and transparency .
The roadside assistance industry has historically been dominated by legacy providers who have not capitalized on the optimization benefits available from technological advancements including the widespread adoption of GPS, mapping and mobile phones. As a result, the roadside assistance industry has faced various pre-digital challenges: High Consumer frustration driven by lack of data and transparency .
Each of these laws and regulations, and any other such changes or new laws or regulations, or other actual or asserted obligations, including regulatory guidance and industry standards, could impose significant limitations, require changes to our business, impose fines and other penalties or restrict our use or storage of personal data and other data, which may increase our compliance expenses and make our business more costly or less efficient to conduct.
Each of these laws and regulations, and any other such changes or new laws or regulations, or other actual or asserted obligations, including regulatory guidance and industry standards, could impose significant limitations, require 32 changes to our business, impose fines and other penalties or restrict our use or storage of personal data and other data, which may increase our compliance expenses and make our business more costly or less efficient to conduct.
Any change in export or import regulations, economic sanctions or related legislation, shift in the enforcement or scope of existing regulations or change in the countries, governments, persons or technologies targeted by such regulations could result in decreased use of our products by, or in our decreased ability to export or sell our products and solutions to, 34 existing or potential end customers with international operations or create delays in the introduction of our products and solutions into international markets.
Any change in export or import regulations, economic sanctions or related legislation, shift in the enforcement or scope of existing regulations or change in the countries, governments, persons or technologies targeted by such regulations could result in decreased use of our products by, or in our decreased ability to export or sell our products and solutions to, existing or potential end customers with international operations or create delays in the introduction of our products and solutions into international markets.
Item 1. Business . Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us,” or “our” refer to (a) the business of Urgent.ly Inc. and its subsidiaries prior to the October 19, 2023 merger with Otonomo Technologies Ltd. or (b) Urgent.ly Inc. together with its consolidated subsidiaries, after the consummation of that merger.
Item 1. Business . Unless the context otherwise requires, all references in this section to the “Company,” “Urgently,” “we,” “us,” or “our” refer to (a) the business of Urgent.ly Inc. and its subsidiaries prior to the October 19, 2023 merger with Otonomo Technologies Ltd. or (b) Urgent.ly Inc. together with its consolidated subsidiaries, after the consummation of that merger.
Leveraging the power of the network effect, our growth strategy is to continue to expand our foundational fast-growing B2B offerings, expand beyond reactive assistance and develop our services capabilities for connected vehicles, launch a B2C offering, and continue expanding into new geographies. Win new logos and increase wallet share for existing revenue streams.
Leveraging the power of the network effect, our growth strategy is to continue to expand our foundational fast-growing B2B offerings, expand beyond reactive assistance and develop our services capabilities for connected vehicles, launch a B2C offering, and continue expanding into new geographies. 3 Win new logos and increase wallet share for existing revenue streams.
We believe that companies in the automotive and adjacent 11 industries with a combination of technical expertise, brand recognition and financial resources may pose a significant threat of developing competing mobility assistance capabilities. Our competitors may also be better capitalized or better positioned to acquire, invest in or partner with other recognized brands.
We believe that companies in the automotive and adjacent industries with a combination of technical expertise, brand recognition and financial resources may pose a significant threat of developing competing mobility assistance capabilities. Our competitors may also be better capitalized or better positioned to acquire, invest in or partner with other recognized brands.
As we continue to grow our business and improve our offerings, we will face challenges related to providing quality support services at scale. Any failure to 18 provide efficient user support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation, brand, business, financial condition and results of operations.
As we continue to grow our business and improve our offerings, we will face challenges related to providing quality support services at scale. Any failure to provide efficient user support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation, brand, business, financial condition and results of operations.
However, as digitization has improved Consumer experiences in other sectors, Consumers have become accustomed to data-driven benefits like real-time updates with visual cues and estimates on arrivals. Fragmentation of supply . There is not a single dominant Service Provider network in North America.
However, as digitization has improved Consumer experiences in other sectors, Consumers have become accustomed to data-driven benefits like real-time updates with visual cues and estimates on arrivals. 1 Fragmentation of supply . There is not a single dominant Service Provider network in North America.
These obligations and constituents require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition and operating results. We may be unable to accurately forecast demand for mobility assistance services and appropriately plan our expenses in the future.
These obligations and constituents require 22 significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition and operating results. We may be unable to accurately forecast demand for mobility assistance services and appropriately plan our expenses in the future.
See the section titled “ Risk Factors—Risks Related to Our Business and Industry—Legal and Regulatory Risks—Our inability or failure to protect our intellectual property rights, or any claim that we 7 have infringed upon third-party intellectual property rights, could have a negative impact on operating results ” for additional information.
See the section titled “ Risk Factors—Risks Related to Our Business and Industry—Legal and Regulatory Risks—Our inability or failure to protect our intellectual property rights, or any claim that we have infringed upon third-party intellectual property rights, could have a negative impact on operating results ” for additional information.
The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have an adverse effect on our reputation, brand, business, financial condition, and results of operations.
The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the 14 imposition of large deductible or co-insurance requirements, could have an adverse effect on our reputation, brand, business, financial condition, and results of operations.
Employee error, malfeasance, or other errors in the storage, use, or transmission of any of these types of data could result in an actual or perceived privacy or security breach or other security incident. Although we have policies restricting access to the personal information we store, these policies may not be effective in all cases.
Employee error, malfeasance, or other errors in the storage, use, or transmission of any of these types of data could result in an actual or perceived privacy violation or security breach or other security incident. Although we have policies restricting access to personal information we store, these policies may not be effective in all cases.
From time to time we will consider opportunities to acquire or make investments in Customer Partners, Service Providers, businesses, facilities, technologies or offerings, or enter into strategic alliances that may enhance our capabilities, expand our Customer Partner 24 and Service Provider network, complement current products or expand the breadth of our markets.
From time to time we will consider opportunities to acquire or make investments in Customer Partners, Service Providers, businesses, facilities, technologies or offerings, or enter into strategic alliances that may enhance our capabilities, expand our Customer Partner and Service Provider network, complement current products or expand the breadth of our markets.
Any intellectual property claims or litigation in this area, whether or not we ultimately win or lose, could damage our reputation and materially adversely affect our business, financial condition and results of operations. 31 Our use of open source software may lead to possible litigation, negatively affect sales and create liability.
Any intellectual property claims or litigation in this area, whether or not we ultimately win or lose, could damage our reputation and materially adversely affect our business, financial condition and results of operations. Our use of open source software may lead to possible litigation, negatively affect sales and create liability.
Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us,” or “our” refer to (a) the business of Urgent.ly Inc. and its subsidiaries prior to the October 19, 2023 merger with Otonomo Technologies Ltd. or (b) Urgent.ly Inc. together with its consolidated subsidiaries, after the consummation of that merger.
Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us,” or “our” refer to (a) the business of Urgent.ly Inc. and its subsidiaries prior to the October 19, 2023 merger with Otonomo Technologies Ltd. or (b) Urgent.ly Inc. together with its consolidated subsidiaries, after the consummation of the merger.
Our team members pride themselves on using their diverse talents to invent new solutions, meet new demands, and offer the most 6 effective mobility assistance service in the industry. With each person’s active involvement, creativity, and ideas, we continuously drive towards achieving our goals, together.
Our team members pride themselves on using their diverse talents to invent new solutions, meet new demands, and offer the most effective mobility assistance service in the industry. With each person’s active involvement, creativity, and ideas, we continuously drive towards achieving our goals, together.
Such reports and other information filed by us with the SEC are available free of charge on our website at https://investors.geturgently.com/ when such reports are available on the SEC’s website. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov.
Such reports and other information filed by us with the SEC are available free of charge on our website at https://investors.geturgently.com when such reports are available on the SEC’s website. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at 8 www.sec.gov .
In contrast, we generally pay our Service Providers within several days of completing a job. If we are unable to pay our Service Providers in a timely manner for completed jobs as a result of the mismatch between the billing cycles for Customer 21 Partners and Service Providers, we may lose participation by Service Providers on our platform.
In contrast, we generally pay our Service Providers within several days of completing a job. If we are unable to pay our Service Providers in a timely manner for completed jobs as a result of the mismatch between the billing cycles for Customer Partners and Service Providers, we may lose participation by Service Providers on our platform.
If such a disagreement were to occur, and our position was not sustained, we could be required to pay additional taxes, interest and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows and lower overall profitability of our operations.
If such a disagreement were to occur, and our position was not sustained, we could be required to pay additional taxes, interest and 31 penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows and lower overall profitability of our operations.
We may also be contractually required to indemnify and hold harmless third parties from the costs or consequences relating to any such matter or to any actual or perceived of inadvertent or unauthorized use, disclosure, or other processing of data that is stored or handled as part of operating our business.
We may also be contractually required to indemnify and hold harmless third parties from the costs or consequences relating to any such matter or to any actual or perceived unauthorized use, disclosure, or other processing of data that is stored or handled as part of operating our business.
To comply with the requirements of being a reporting company under the Exchange Act, the Sarbanes-Oxley Act and any complex accounting rules in the future, we may need to upgrade our legacy information technology systems, implement additional financial and management controls, reporting systems and procedures, and hire additional accounting and finance staff.
In addition, to comply with the requirements of being a reporting company under the Exchange Act, the Sarbanes-Oxley Act and any complex accounting rules in the future, we may need to upgrade our legacy information technology systems, implement additional financial and management controls, reporting systems and procedures, and hire additional accounting and finance staff.
Emerging Growth Company Status As an “emerging growth company,” the JOBS Act allows us to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We have elected to use this extended transition period under the JOBS Act.
Emerging Growth Company Status As an “emerging growth company,” the JOBS Act allows us to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We have elected to use this 52 extended transition period under the JOBS Act.
These laws and regulations may involve privacy, data protection, security, rights of publicity, content regulation, intellectual property, competition, consumer protection, credit card processing, taxation, anti-bribery, anti-money laundering and corruption, economic or other trade prohibitions or sanctions or securities law compliance or other subjects.
These laws and regulations may involve privacy, data protection, security, rights of publicity, content regulation, intellectual property, competition, consumer protection, credit card processing, taxation, anti-bribery, anti-money laundering and corruption, economic or 7 other trade prohibitions or sanctions or securities law compliance or other subjects.
If we engage in additional debt financing, the holders of such debt may have payment priority over the holders of Common Stock, and we may be required to accept terms that restrict our operations or our ability to incur additional indebtedness or to take other actions that would otherwise be in the interests of the debt 12 holders.
If we engage in additional debt financing, the holders of such debt may have payment priority over the holders of Common Stock, and we may be required to accept terms that restrict our operations or our ability to incur additional indebtedness or to take other actions that would otherwise be in the interests of the debt holders.
Additionally, AWS may experience threats or attacks from computer 14 malware, ransomware, viruses, social engineering (including phishing attacks), denial of service or other attacks, employee theft or misuse and general hacking have become more prevalent, particularly against cloud-native services and vendors of security solutions.
Additionally, AWS may experience threats or attacks from computer malware, ransomware, viruses, social engineering (including phishing attacks), denial of service or other attacks, employee theft or misuse and general hacking have become more prevalent, particularly against cloud-native services and vendors of security solutions.
If we combine certain open source software with other software in a specific manner, we could, under open source licenses, be required to release the source code of our proprietary software to the public, including authorizing further modification and redistribution, or otherwise be limited in the licensing of such software.
If we combine certain open source software with other software in a specific manner, we could, under open source licenses, be required to release the source code of our proprietary software to the 30 public, including authorizing further modification and redistribution, or otherwise be limited in the licensing of such software.
This may make comparison of our financial statements with another public 37 company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
We do not generally include guaranteed volume or revenue achievement during the term of the contract, and our Customer Partners have no obligation to renew their contract following expiration. 4 We have a broad base of Customer Partners, including automotive OEMs, automotive insurers and fleet companies.
We do not generally include guaranteed volume or revenue achievement during the term of the contract, and our Customer Partners have no obligation to renew their contract following expiration. We have a broad base of Customer Partners, including automotive OEMs, automotive insurers and fleet companies.
Sales and marketing Sales and marketing expenses primarily consist of compensation expenses, including equity-based compensation, in support of new business capture, partner management and marketing such as commissions, salaries, and related benefits. Sales and marketing expense also includes expenses associated with advertising, promotions of our services, Partner advocacy management and brand-building.
Sales and Marketing Sales and marketing expenses primarily consist of compensation expenses, including equity-based compensation, in support of new business capture, Customer Partner management and marketing such as commissions, salaries, and related benefits. Sales and marketing expense also includes expenses associated with advertising, promotions of our services, Customer Partner advocacy management and brand-building.
We also expect to incur significant costs in an effort to detect and prevent privacy and security breaches and other privacy- and security-related incidents, and we may face increased costs and requirements to expend substantial resources in the event of an actual or perceived privacy or security breach or other incident.
We also expect to incur significant costs in an effort to detect and prevent security breaches and other privacy- and security-related incidents, and we may face increased costs and requirements to expend substantial resources in the event of an actual or perceived privacy violation or security breach or incident.
In addition, any such failures could result in litigation or regulatory actions by the SEC or other regulatory authorities, loss of investor confidence, delisting of our securities and harm to our reputation and financial condition, or diversion of financial and management resources from the operation of our business.
Any such failures could result in litigation or regulatory actions by the SEC or other regulatory authorities, loss of investor confidence, delisting of our securities and harm to our reputation and financial condition, or diversion of financial and management resources from the operation of our business.
We use non-GAAP operating expenses in conjunction with GAAP financial measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with the Board concerning our financial performance.
We use non-GAAP operating expenses in conjunction with GAAP financial measures as part of our overall assessment of our performance, including the 44 preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with the Board concerning our financial performance.
Further, any such incident, or the perception it has occurred, could harm our reputation, brand, and competitive position, damage our relationships with third-party partners, and result in claims, demands, and litigation, regulatory investigations and proceedings, and significant legal, regulatory, and financial exposure, including ongoing monitoring by regulators, and any such incidents or any perception that our security measures are inadequate could lead to loss of Customer Partner, Service Provider or Consumer confidence in, or decreased use of, our platform, any of which could adversely affect our business, financial condition and results of operations.
Further, any such incident or other matter, or the perception it has occurred, could harm our reputation, brand, and competitive position, damage our relationships with third-party partners, and result in claims, demands and litigation, regulatory investigations and proceedings, and significant legal, regulatory and financial exposure, including ongoing monitoring by regulators, and any such incidents or any perception that our security measures are inadequate could lead to loss of Customer Partner, Service Provider or Consumer confidence in, or decreased use of, our platform, any of which could adversely affect our business, financial condition and results of operations.
Geopolitical conflicts and other events may increase the 13 cybersecurity risks we and our Service Providers face. We also have incorporated, and may continue to incorporate, AI technologies into our platform and otherwise in our business, which may result in security incidents or otherwise increase cybersecurity risks.
Geopolitical conflicts and other events may increase the cybersecurity risks we and our Service Providers face. We also have incorporated, and may continue to incorporate, AI technologies into our platform and otherwise in our business, which may result in security incidents or otherwise increase cybersecurity risks.
We believe that our facilities meet our needs for the immediate future and expect that, should it be needed, additional space will be available to accommodate any future expansion of our operations. Ite m 3. Legal Proceedings.
We believe that our facilities meet our needs for the immediate future and expect that, should it be needed, additional space will be available to accommodate any future expansion of our operations. 39 Ite m 3. Legal Proceedings.
The obligations under each Loan Agreement are subject to acceleration upon the occurrence of specified events of default, including payment default, change in control, bankruptcy, insolvency, certain defaults under other material debt (including a cross-default to each other Loan Agreement) and certain other specified events.
The obligations under the Loan Agreements are subject to acceleration upon the occurrence of specified events of default, including payment default, change in control, bankruptcy, insolvency, certain defaults under other material debt (including a cross-default to each other Loan Agreement) and certain other specified events.
Despite our efforts to protect our intellectual property rights, unauthorized third parties may attempt to use, copy, or otherwise obtain and market or distribute our technology or otherwise develop services with the same or similar functionality as our platform.
Despite our efforts to protect our intellectual property rights, unauthorized third parties may attempt to use, copy, or otherwise obtain and market or distribute our technology or otherwise develop 29 services with the same or similar functionality as our platform.
Certain of these laws may create uncertainty regarding rights to access, use, retain, and otherwise process data, including vehicle data, and impose, or be argued to impose, relevant limitations or restrictions on us or other companies.
Certain of these laws may create uncertainty regarding rights to access, use, retain, and otherwise 19 process data, including vehicle data, and impose, or be argued to impose, relevant limitations or restrictions on us or other companies.
Our ability to maintain our competitive advantage depends on a number of factors, including: • platform functionality, including dispatch agility, flexibility and performance at scale; • consistency of Consumer experience; • Consumer safety, transparency, and security; • algorithmic dispatching to ensure the best Service Provider for each job; • rich data and analytics; • Service Provider response time; • digital engagement paths; • our ability to address a variety of evolving Customer Partner and Consumer needs, requirements and use cases; and • brand awareness and reputation.
Our ability to maintain our competitive advantage depends on a number of factors, including: • platform functionality, including dispatch agility, flexibility and performance at scale; • consistency of Consumer experience; • Consumer safety, transparency, and security; • algorithmic dispatching to ensure the best Service Provider for each job; • rich data and analytics; • Service Provider response time; • digital engagement paths; • Customer Partner acquisition and retention: • our ability to address a variety of evolving Customer Partner and Consumer needs, requirements and use cases; and • brand awareness and reputation.
Further, any cyberattacks or actual or perceived security or privacy breaches or other incidents directed at, or suffered by, our competitors could reduce confidence in the industry as a whole and, as a result, reduce confidence in us.
Further, any cyberattacks or actual or perceived privacy violations or security breaches or other incidents directed at, or suffered by, our competitors could reduce confidence in the industry as a whole and, as a result, reduce confidence in us.
The incurrence of additional debt financing would result in debt service obligations, and any future instruments governing such debt could provide for operating and financing covenants that could 52 restrict our operations.
The incurrence of additional debt financing would result in debt service obligations, and any future instruments governing such debt could provide for operating and financing covenants that could restrict our operations.
Despite our efforts, we may not be successful in achieving compliance if our personnel, Customer Partners or Service Providers fail to comply with our published policies and documentation.
Despite our efforts, we may not be successful in achieving compliance if our personnel, Customer Partners or Service Providers fail to comply with our policies and documentation.
The market price of our Common Stock may fluctuate significantly in response to numerous factors and may continue to fluctuate for these and other reasons, many of which are beyond our control, including: • actual or anticipated fluctuations in revenue and results of operations of the Company; • the financial projections provided to the public, any changes in these projections or our failure to meet these projections; • failure of securities analysts to maintain coverage of the Company, changes in financial estimates or ratings by any securities analysts who follow the Company or our failure to meet these estimates or the expectations of investors; • announcements by the Company or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, results of operations or capital commitments; • changes in operating performance and stock market valuations of other retail or technology companies generally, or those in the roadside and mobility assistance industry in particular; • price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; • trading volume of Common Stock of the Company; • the inclusion, exclusion or removal of our Common Stock from any indices; • changes in the Board or management; 36 • transactions in our Common Stock by directors, officers, affiliates and other major investors; • lawsuits threatened or filed against the Company; • changes in laws or regulations applicable to our business; • changes in our capital structure, such as future issuances of debt or equity securities; • short sales, hedging and other derivative transactions involving our capital stock; • general economic conditions in the United States; • pandemics or other public health crises, including, but not limited to, the COVID-19 pandemic (including additional variants); • other events or factors, including those resulting from war, incidents of terrorism or responses to these events; and • the other factors described in this “Risk Factors” section.
The market price of our Common Stock may fluctuate significantly in response to numerous factors and may continue to fluctuate for these and other reasons, many of which are beyond our control, including: • actual or anticipated fluctuations in revenue and results of operations of the Company; • the financial projections provided to the public, any changes in these projections or our failure to meet these projections; • failure of securities analysts to maintain coverage of the Company, changes in financial estimates or ratings by any securities analysts who follow the Company or our failure to meet these estimates or the expectations of investors; • announcements by the Company or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, results of operations or capital commitments; • changes in operating performance and stock market valuations of other retail or technology companies generally, or those in the roadside and mobility assistance industry in particular; • price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; • trading volume of Common Stock of the Company; • the inclusion, exclusion or removal of our Common Stock from any indices; • changes in the Board or management; • transactions in our Common Stock by directors, officers, affiliates and other major investors; • lawsuits threatened or filed against the Company; • changes in laws or regulations applicable to our business; • changes in our capital structure, such as future issuances of debt or equity securities; • short sales, hedging and other derivative transactions involving our capital stock; • general economic conditions in the United States; • pandemics or other public health crises, including, but not limited to, the COVID-19 pandemic (including additional variants); • other events or factors, including those resulting from war, incidents of terrorism or responses to these events; and • the other factors described in this “Risk Factors” section. 34 The stock market has recently experienced extreme price and volume fluctuations.
We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries.
We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced 20 by growing companies with limited operating histories in rapidly changing industries.
Refer to Note 1 “Organization” of our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. In addition, our independent registered public accounting firm has included an explanatory paragraph in their audit report for the year ended December 31, 2023 as to the substantial doubt about our ability to continue as a going concern.
Refer to Note 1 “Organization” of our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. In addition, our independent registered public accounting firm has included an explanatory paragraph in their audit report for the year ended December 31, 2024 as to the substantial doubt about our ability to continue as a going concern.
Our primary purpose is to be of assistance. We are devoted to our customers, partners, and service providers and are obsessed with delivering stellar service and value to them. • Humility .
Our primary purpose is to be of assistance. We are devoted to our customers, partners, and service providers and are obsessed with delivering stellar service and value to them. 6 • Humility .
The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. It em 4. Mine Safety Disclosures. Not applicable. 41 PART II It em 5.
The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. It em 4. Mine Safety Disclosures. Not applicable. 40 PART II It em 5.
In addition, due to staffing challenges in the United States caused by the pandemic and government stimulus payments coupled with remote work, and to maintain reliable and high-quality service, we migrated portions of our customer support representatives to more cost-effective alternatives (this migration together with our judicious staffing model, the “Realignment”).
In addition, due to staffing challenges in the United States caused by the pandemic and government stimulus payments coupled with remote work, and to maintain reliable and high-quality service, in 2022 and 2023 we migrated portions of our customer support representatives to more cost-effective alternatives (this migration together with our judicious staffing model, the “Realignment”).
Any such issuances of additional shares of Common Stock may cause common stockholders to experience significant dilution of their ownership interests and the per share value of Common Stock to decline. Risks Relating to Our Operations Our limited operating history and evolving business model makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.
Any such issuances of additional shares of Common Stock may cause common stockholders to experience significant dilution of their ownership interests and the per share value of Common Stock to decline. Risks Relating to Our Operations Our limited operating history and evolving business model make it difficult to evaluate our future prospects and the risks and challenges we may encounter.
Most of our significant Customer Partners are able to terminate their agreements with us for convenience on limited notice, and in January 2024 one of these Customer Partners, accounting for approximately 25% of our revenue in 2023, did not renew its agreement with us when their existing contract expired by its terms on January 31, 2024.
Most of our significant Customer Partners are able to terminate their agreements with us for convenience on limited notice. For example, in January 2024, one of these Customer Partners, accounting for approximately 25% of our revenue in 2023, did not renew its agreement with us when its existing contract expired by its terms on January 31, 2024.
The loss of any executive officers or other key employees or the inability to hire, train, retain and manage qualified personnel could adversely affect our business, financial condition and results of operations. Additionally, for our hourly employees, including those in our call centers, wages recently increased with the rise in inflation.
The loss of any executive officers or other key employees or the inability to hire, train, retain and manage qualified personnel could adversely affect our business, financial condition and results of operations. Additionally, for our hourly employees, including those in our call centers, wages have increased with the rise in inflation.
Economic factors such as increased commodity prices, inflation, higher costs of labor, insurance and healthcare, and changes in or interpretations of other laws, regulations and taxes may also increase our cost of sales, mobility assistance costs and administrative costs, and otherwise adversely affect our business, financial condition and results of operations.
Economic factors such as increased commodity prices, tariff increases, inflation, higher costs of labor, insurance and healthcare, and changes in or interpretations of other laws, regulations and taxes may also increase our cost of sales, mobility assistance costs and administrative costs, and otherwise adversely affect our business, financial condition and results of operations.
In addition, the Organization for Economic Co-operation and Development (“OECD”), issued final action items or proposals related to its initiative to combat base erosion and profit shifting (“BEPS”). The OECD urged its members to adopt the proposals to counteract the effects of taxpayers’ use of tax havens and preferential tax regimes globally.
In addition, the Organisation for Economic Co-operation and Development (“OECD”), issued final action items or proposals related to its initiative to combat base erosion and profit shifting (“BEPS”). The OECD urged its members to adopt the proposals to counteract the effects of taxpayers’ use of tax havens and preferential tax regimes globally.
The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members. We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and any rules promulgated thereunder, as well as the rules of Nasdaq.
Risks Related to Being a Public Company The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members. We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and any rules promulgated thereunder, as well as the rules of Nasdaq.
See “ Risk Factors—Risks Related to Our Business and Industry—For the years ended December 31, 2023, 2022 and 2021, our independent registered public accounting firm included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited financial statements .” We may require additional capital, which may not be available on acceptable terms or at all.
See “ Risk Factors—Risks Related to Our Business and Industry—For the years ended December 31, 2024 and 2023, our independent registered public accounting firm included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited financial statements .” We may require additional capital, which may not be available on acceptable terms or at all.
Any actual or perceived breach of privacy or security, or other security incident, impacting any entities with which we share or disclose data or that otherwise process data on our behalf (including, for example, our third-party technology providers and our Service Providers) could have similar effects.
Any actual or perceived privacy violation, security breach or other security incident impacting any entities with which we share or disclose data or that otherwise process data on our behalf (including, for example, our third-party technology providers and our Service Providers) could have similar effects.
As a core component of our risk management process, all employees are required to participate in annual information security training. 40 We engage third parties annually to evaluate our information security posture, risks, and third-party service provider solutions as part of our overall enterprise risk management activities.
As a core component of our risk management process, all employees are required to participate in annual information security training. We engage third parties annually to evaluate our information security posture, risks and third-party service provider solutions as part of our overall risk management activities.
We have made significant investments related to Customer Partner acquisition and expect to continue to spend significant amounts to acquire additional Customer Partners. We cannot assure you that the total revenue from any new Customer Partners that we acquire will ultimately exceed the cost of acquiring those Customer Partners.
We have made significant investments related to Customer Partner acquisition and expect to continue to spend significant capital to acquire additional Customer Partners. We cannot assure you that the total revenue from any new Customer Partners that we acquire will ultimately exceed the cost of acquiring those Customer Partners.
We had approximately 404 personnel employed through contracts with outsourced staffing providers, primarily to provide call center services. None of our employees are represented by labor unions, and we consider our relations with our employees to be in good standing.
We had approximately 189 personnel employed through contracts with outsourced staffing providers, primarily to provide call center services. None of our employees are represented by labor unions, and we consider our relations with our employees to be in good standing.
We may also incur significant costs for using alternative hosting sources or taking other actions in preparation for, or in reaction to, events that damage the AWS services we use. We have entered into AWS’s standard twelve-month contract.
We may also incur significant costs for using alternative hosting sources or taking other actions in preparation for, or in reaction to, events that damage the AWS services we use. We have entered into AWS’s standard 12-month contract.
Our network of Service Providers in California has also been impacted during recent historic wildfires, during which Service Providers cannot access Consumers in need of roadside assistance and after which there is a surge in demand relating to abandoned cars.
For example, our network of Service Providers in California has also been impacted during recent historic wildfires, during which Service Providers cannot access Consumers in need of roadside assistance and after which there is a surge in demand relating to abandoned cars.
The following is a summary of the principal risks we face: • If we fail to retain existing Customer Partners and acquire new Customer Partners, or fail to do so in a cost-effective manner, we may be unable to improve margins and achieve profitability and our business, financial condition and results of operations may be adversely affected; • We face significant competition in the roadside assistance and mobility assistance industries and may be unsuccessful in maintaining and growing our market position against current and future competitors, which could adversely affect our business, financial condition and results of operations; • We have a history of losses and may continue to generate operating losses for the foreseeable future; • We may require additional capital, which may not be available on acceptable terms or at all; • We are substantially dependent on a limited number of Customer Partners; • Our failure or the failure of our third-party service providers to protect our website, networks and systems against cybersecurity incidents, or otherwise to protect our confidential information or that of our Consumers, Customer Partners and Service Providers, could damage our reputation and brand and adversely affect our business, financial condition, and results of operations; • If we are unable to successfully implement AI on our platform, our business, financial condition and results of operations could be adversely affected; • We rely on Amazon Web Services (“AWS”) to deliver our platform to Consumers, and any disruption of, or interference with, our use of AWS could adversely affect our business, financial condition and results of operations; • If Customer Partners terminate or do not renew their service contracts with us or reduce their use of our platform, our revenue will decline and our business, operating results and financial condition could be adversely affected; • If Customer Partners do not expand their use of our platform beyond their current roadside solutions, our ability to grow our business, financial condition and results of operations could be adversely affected; • We face risks related to successfully optimizing and operating our network of Service Providers and call center operations; • For the years ended December 31, 2023, 2022 and 2021, our independent registered public accounting firm included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited financial statements; • We previously identified a material weakness in our internal controls over financial reporting.
The following is a summary of the principal risks we face: • If we fail to retain existing Customer Partners and acquire new Customer Partners, or fail to do so in a cost-effective manner, we may be unable to improve margins and achieve profitability and our business, financial condition and results of operations may be adversely affected; • We face significant competition in the roadside assistance and mobility assistance industries and may be unsuccessful in maintaining and growing our market position against current and future competitors, which could adversely affect our business, financial condition and results of operations; • We have a history of losses and may continue to generate operating losses for the foreseeable future; • We may require additional capital, which may not be available on acceptable terms or at all; • We are substantially dependent on a limited number of Customer Partners; • If Customer Partners terminate or do not renew their service contracts with us or reduce their use of our platform, our revenue will decline and our business, operating results and financial condition could be adversely affected; • Our failure or the failure of our third-party service providers to protect our website, networks and systems against cybersecurity incidents, or otherwise to protect our confidential information or that of our Consumers, Customer Partners and Service Providers, could damage our reputation and brand and adversely affect our business, financial condition and results of operations; • If we are unable to successfully implement AI on our platform, our business, financial condition and results of operations could be adversely affected; • We rely on AWS to deliver our platform to Consumers, and any disruption of, or interference with, our use of AWS could adversely affect our business, financial condition and results of operations; • If Customer Partners do not expand their use of our platform beyond their current roadside solutions, our ability to grow our business, financial condition and results of operations could be adversely affected; • We face risks related to successfully optimizing and operating our network of Service Providers and call center operations; • For the years ended December 31, 2024 and 2023, our independent registered public accounting firm included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited financial statements; • We have identified material weaknesses in our internal controls over financial reporting.
Depreciation and amortization Depreciation and amortization expenses primarily consist of depreciation of capitalized property, equipment and software and amortization of acquired finite-lived intangible assets.
Depreciation and Amortization Depreciation and amortization expenses primarily consist of depreciation of capitalized property, equipment and software and amortization of acquired finite-lived intangible assets and capitalized software costs.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

145 edited+65 added−78 removed167 unchanged
Biggest changeConsolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) (continued) (in thousands, except share data) Redeemable Convertible Additional Accumulated Other Total Preferred Stock Series C-1 Common Stock Paid-In Accumulated Comprehensive Stockholders’ Shares Amount Shares Amount Capital Deficit Loss Equity (Deficit) Balance, December 31, 2020 49,732 $ 18,732 52,458 $ — $ 78 $ ( 71,393 ) $ — $ ( 71,315 ) Issuance of preferred stock — — — — — — — — Issuance of common stock — — 782 — 68 — — 68 Accretion of preferred stock to redemption value — — — — ( 367 ) — — ( 367 ) Issuance of warrants on common stock — — — — 6,684 — — 6,684 Stock-based compensation expense — — — — 698 — — 698 Comprehensive income (loss) — — — — — ( 56,339 ) — ( 56,339 ) Balance, December 31, 2021 49,732 $ 18,732 53,240 $ — $ 7,161 $ ( 127,732 ) $ — $ ( 120,571 ) Exercise of stock-based awards — — 195 — 17 — — 17 Accretion of preferred stock to redemption value — — — — ( 163 ) — — ( 163 ) Conversion of preferred stock in connection with equity recapitalization ( 49,732 ) ( 18,732 ) 101,351 — 40,726 ( 5,784 ) — 34,942 Issuance of common stock warrants for services — — — — 92 — — 92 Stock-based compensation expense — — — — 494 — — 494 Comprehensive income (loss) — — — — — ( 95,982 ) — ( 95,982 ) Balance, December 31, 2022 — $ — 154,786 $ — $ 48,327 $ ( 229,498 ) $ — $ ( 181,171 ) Exercise and vesting of stock-based awards, net of shares withheld for taxes — — 178,067 — ( 392 ) — — ( 392 ) Common shares issued in connection with the Otonomo merger — — 5,435,568 5 31,027 — — 31,032 Conversion of convertible notes and warrants to common shares in connection with the Otonomo merger — — 7,487,841 8 82,542 — — 82,550 Issuance of common stock for services — — 55,665 — 943 — — 943 Stock-based compensation expense — — — — 2,473 — — 2,473 Comprehensive income (loss) — — — — — 74,729 ( 560 ) 74,169 Balance, December 31, 2023 — $ — 13,311,927 $ 13 $ 164,920 $ ( 154,769 ) $ ( 560 ) $ 9,604 The accompanying notes are an integral part of these consolidated financial statements.
Biggest changeCons olidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) (in thousands, except share data) Redeemable Convertible Additional Accumulated Other Total Preferred Stock Series C Common Stock Paid-In Accumulated Comprehensive Stockholders’ Shares Amount Shares Amount Capital Deficit Income (Loss) Equity (Deficit) Balance, December 31, 2022 157,395 $ 46,334 154,786 $ — $ 48,327 $ ( 229,498 ) $ — $ ( 181,171 ) Exercise and vesting of stock-based awards, net of shares withheld for taxes — — 178,067 — ( 392 ) — — ( 392 ) Common shares issued in connection with the Otonomo merger — — 5,435,568 5 31,027 — — 31,032 Conversion of convertible notes and warrants to common shares in connection with the Otonomo merger ( 157,395 ) ( 46,334 ) 7,487,841 8 82,542 — — 82,550 Issuance of common stock for services — — 55,665 — 943 — — 943 Stock-based compensation expense — — — — 2,473 — — 2,473 Comprehensive income (loss) — — — — — 74,729 ( 560 ) 74,169 Balance, December 31, 2023 — $ — 13,311,927 $ 13 $ 164,920 $ ( 154,769 ) $ ( 560 ) $ 9,604 Exercise and vesting of stock-based awards, net of shares withheld for taxes — — 187,749 1 ( 167 ) — — ( 166 ) Stock-based compensation expense — — — — 2,359 — — 2,359 Comprehensive income (loss) — — — — — ( 44,027 ) 560 ( 43,467 ) Balance, December 31, 2024 — $ — 13,499,676 $ 14 $ 167,112 $ ( 198,796 ) $ — $ ( 31,670 ) The accompanying notes are an integral part of these consolidated financial statements.
Material Weakness in Internal Control over Financial Reporting A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
As a result, the derivative liability was written to $ 0 on October 19, 2023, and a gain on the change in the fair value of derivative liability of $ 1,075 was recognized in the consolidated statement of operations and comprehensive income (loss) . As of December 31, 2023, no 2023 Convertible Notes remain outstanding. 10.
As a result, the derivative liability was written to $ 0 on October 19, 2023, and a gain on the change in the fair value of derivative liability of $ 1,075 was recognized in the consolidated statement of operations and comprehensive income (loss). As of December 31, 2024 and 2023, no 2023 Convertible Notes remain outstanding. 10.
On October 19, 2023, as part of the Combined Transaction (see Note 1), all liability classified warrants issued to Structural Capital automatically converted into shares of Common Stock, and as a result, no such warrants are outstanding as of December 31, 2023.
On October 19, 2023, as part of the Combined Transaction (see Note 1), all liability classified warrants issued to Structural Capital automatically converted into shares of Common Stock, and as a result, no such warrants are outstanding as of December 31, 2024.
On October 19, 2023, as part of the Combined Transaction (see Note 1), all liability classified warrants issued to Highbridge Capital automatically converted into shares of Common Stock and as a result, no such warrants are outstanding as of December 31, 2023.
On October 19, 2023, as part of the Combined Transaction (see Note 1), all liability classified warrants issued to Highbridge Capital automatically converted into shares of Common Stock and as a result, no such warrants are outstanding as of December 31, 2024.
Executive Incentive Compensation Plan (incorporated by reference from Exhibit 10.14 to the registrant’s Registration Statement on Form S-4/A (File No. 333-271937) filed with the SEC on June 22, 2023). 10.15# Urgent.ly Inc.
Executive Incentive Compensation Plan (incorporated by reference from Exhibit 10.14 to the registrant’s Registration Statement on Form S-4/A (File No. 333-271937) filed with the SEC on June 22, 2023). 10.14#* Urgent.ly Inc.
The consolidated financial statements do not include any adjustments of the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material. 2.
The consolidated financial statements do not include any adjustments of the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.
The information required by this item will be set forth in our definitive proxy statement to be filed with the Securities and Exchange Commission not later than 120 days after the end of our fiscal year ended December 31, 2023 in connection with our 2024 Annual Meeting of Stockholders (the “Proxy Statement”), and is incorporated herein by reference.
The information required by this item will be set forth in our definitive proxy statement to be filed with the Securities and Exchange Commission not later than 120 days after the end of our fiscal year ended December 31, 2024 in connection with our 2025 Annual Meeting of Stockholders (the “Proxy Statement”), and is incorporated herein by reference.
Credit-related impairment is recognized as an allowance on the consolidated balance sheets with a corresponding adjustment to Other income (expense), net on the Company’s consolidated statements of operations and comprehensive income (loss). Accounts Receivable Accounts receivable result from service performed for which payment has yet to be received and include amounts invoiced and accrued amounts to be invoiced.
Credit-related impairment is recognized as an allowance on the consolidated balance sheets with a corresponding adjustment to Other income (expense), net on the Company’s consolidated statements of operations and comprehensive income (loss). F- 8 Accounts Receivable Accounts receivable result from service performed for which payment has yet to be received and include amounts invoiced and accrued amounts to be invoiced.
The discount was amortized to interest expense using the effective interest rate method. F- 21 In July 2022, the Company executed the Second Amended and Restated Loan Agreement (the “Second Amendment”) which eliminated any additional tranches available for future borrowing and created a single term loan facility in the amount of $ 17,500 which had previously been funded.
The discount was amortized to interest expense using the effective interest rate method. In July 2022, the Company executed the Second Amended and Restated Loan Agreement (the “Second Amendment”) which eliminated any additional tranches available for future borrowing and created a single term loan facility in the amount of $ 17,500 which had previously been funded.
The Company determines revenue recognition through the following five step model: • Identification of the contract, or contracts with a Customer Partner • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, performance obligations are satisfied The Company recognizes revenue when there is evidence of a contract, probable collection of the consideration to which the Company expects to be entitled to receive, and completion of the performance obligations.
The Company determines revenue recognition through the following five step model: • Identification of the contract, or contracts with a Customer Partner F- 10 • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, performance obligations are satisfied The Company recognizes revenue when there is evidence of a contract, probable collection of the consideration to which the Company expects to be entitled to receive, and completion of the performance obligations.
It em 16. Form 10-K Summary None. 61 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized . URGENT.LY INC.
It em 16. Form 10-K Summary None. 59 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized . URGENT.LY INC.
In connection with the 2021 Amended Structural Term Loan, the Company issued 464 warrants to purchase Series C-1 preferred stock with an exercise price of $ 0.90 per share and expiring on December 16, 2031 . The fair value of these warrants of $ 320 was recorded as a discount against the loan.
F- 19 In connection with the 2021 Amended Structural Term Loan, the Company issued 464 warrants to purchase Series C-1 preferred stock with an exercise price of $ 0.90 per share and expiring on December 16, 2031 . The fair value of these warrants of $ 320 was recorded as a discount against the loan.
While certain noteholders held an economic interest in the Company prior to the Combined Transaction, many were not considered significant shareholders, and, additionally, there was a large population of noteholders that were not involved in the structure or negotiation of the Merger and accepted the same terms on settlement of their convertible notes.
While certain noteholders held an economic F- 22 interest in the Company prior to the Combined Transaction, many were not considered significant shareholders, and, additionally, there was a large population of noteholders that were not involved in the structure or negotiation of the Merger and accepted the same terms on settlement of their convertible notes.
F- 7 URGENT.LY INC. No tes to Consolidated Financial Statements (in thousands, except share and per share data) 1. Organization and Description of Business Urgent.ly Inc. (collectively along with other wholly-owned subsidiaries, “Urgent.ly” or the “Company”) was incorporated in the State of Delaware in May 2013.
F- 6 URGENT.LY INC. No tes to Consolidated Financial Statements (in thousands, except share and per share data) 1. Organization and Description of Business Urgent.ly Inc. (collectively along with other wholly-owned subsidiaries, “Urgent.ly” or the “Company”) was incorporated in the State of Delaware in May 2013.
If the original and new debt instruments are substantially different, the original debt is derecognized and the new debt is initially recorded at fair value, with the difference recognized as an extinguishment gain or loss. During the years ended December 31, 2023 and 2022, the Company amended its term loans (see Note 9).
If the original and new debt instruments are substantially different, the original debt is derecognized and the new debt is initially recorded at fair value, with the difference recognized as an extinguishment gain or loss. During the years ended December 31, 2024 and 2023, the Company amended its term loans (see Note 9).
Interest is payable quarterly, in arrears, on the last business day of the calendar quarter and on the scheduled maturity date of F- 22 December 15, 2023 . The 2021 Highbridge Term Loan is secured by substantially all assets of the Company pursuant to an intercreditor agreement with Structural Capital.
Interest is payable quarterly, in arrears, on the last business day of the calendar quarter and on the scheduled maturity date of December 15, 2023 . The 2021 Highbridge Term Loan is secured by substantially all assets of the Company pursuant to an intercreditor agreement with Structural Capital.
Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.
Additionally, controls can be circumvented 54 by the individual acts of some persons, by collusion of two or more people or by management override of the controls.
F- 9 Restricted Cash Restricted cash represents amounts held as collateral required under the Company’s credit card program. Short-term Deposits Short-term deposits consist of bank deposits with an original maturity of greater than three months at the date of purchase. Short-term bank deposits are presented at their cost, including accrued interest.
Restricted Cash Restricted cash represents amounts held as collateral required under the Company’s credit card program. Short-term Deposits Short-term deposits consist of bank deposits with an original maturity of greater than three months at the date of purchase. Short-term bank deposits are presented at their cost, including accrued interest.
If the future undiscounted cash flows are less than the carrying amount of these assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. No impairment charges on long-lived assets were recognized during the years ended December 31, 2023 and 2022.
If the future undiscounted cash flows are less than the carrying amount of these assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. No impairment charges on long-lived assets were recognized during the years ended December 31, 2024 and 2023.
This guidance is effective for fiscal years beginning after December 15, 2024, and the adoption of this standard is not anticipated to have a significant impact on the Company’s consolidated financial statements other than adding new disclosures, which the Company is currently evaluating.
This guidance is effective for fiscal years beginning after December 15, 2024, and the adoption of this standard is not F- 12 anticipated to have a significant impact on the Company’s consolidated financial statements other than adding new disclosures, which the Company is currently evaluating.
Upon completion of this reassessment, the Company concluded that the Merger was not orderly as defined in ASC F- 15 820 and it was appropriate to recognize a bargain purchase gain since the fair value of the identifiable assets acquired and liabilities assumed exceeded the fair value of the consideration transferred.
Upon completion of this reassessment, the Company concluded that the Merger was not orderly as defined in ASC 820 and it was appropriate to recognize a bargain purchase gain since the fair value of the identifiable assets acquired and liabilities assumed exceeded the fair value of the consideration transferred.
The Company recognizes these revenues over time, and substantially all of the Company’s revenue is generated through this type of arrangement. F- 16 Full-service Outsourcing - Claim Cost Pass-through Under the claim cost pass-through arrangement, the Company’s performance obligation is solely to arrange the dispatch of the roadside assistance services. The Company does not control all roadside assistance services.
The Company recognizes these revenues over time, and substantially all of the Company’s revenue is generated through this type of arrangement. Full-service Outsourcing - Claim Cost Pass-through Under the claim cost pass-through arrangement, the Company’s performance obligation is solely to arrange the dispatch of the roadside assistance services. The Company does not control all roadside assistance services.
The Highbridge Second Amendment was accounted for as a debt modification and, accordingly, no gain or loss was recognized. On May 18, 2023, the Company executed the Third Amendment to Loan and Security Agreement (the “Third Amendment”) with a consortium led by Highbridge Capital Management, LLC.
The Highbridge Second Amendment was accounted for as a debt modification and, accordingly, no gain or loss was recognized. F- 21 On May 18, 2023, the Company executed the Third Amendment to Loan and Security Agreement (the “Third Amendment”) with a consortium led by Highbridge Capital Management, LLC.
Business Combinations On October 19, 2023, the Company completed the acquisition of Otonomo in accordance with the terms of the Merger Agreement, by and among the Company, Otonomo, and U.O Odyssey Merger Sub Ltd., a company organized under the laws of the State of Israel and F- 14 a direct wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which and subject to the terms and conditions thereof, Merger Sub merged with and into Otonomo, with Otonomo surviving as a direct wholly owned subsidiary of the Company that will continue to be governed by Israeli law (the “Merger”).
Business Combinations and Dispositions Otonomo Acquisition On October 19, 2023, the Company completed the acquisition of Otonomo in accordance with the terms of the Merger Agreement, by and among the Company, Otonomo, and U.O Odyssey Merger Sub Ltd., a company organized under the laws of the State of Israel and a direct wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which and subject to the terms and conditions thereof, Merger Sub merged with and into Otonomo, with Otonomo surviving as a direct wholly-owned subsidiary of the Company that will continue to be governed by Israeli law (the “Merger”).
Financial Statements and Supplementary Data. Our consolidated financial statements appear in a separate section of this Annual Report on Form 10-K beginning on page F-1. It em 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. I tem 9A. Controls and Procedures.
Our consolidated financial statements appear in a separate section of this Annual Report on Form 10-K beginning on page F-1. It em 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. I tem 9A. Controls and Procedures.
During the years ended December 31, 2023 and 2022, no impairment loss was recognized in the accompanying consolidated financial statements. Deferred Financing Fees Fees paid in connection with the Company’s debt arrangements are amortized using the effective interest method over the life of the related debt.
During the years ended December 31, 2024 and 2023, no impairment loss was recognized in the accompanying consolidated financial statements. Deferred Financing Fees Fees paid in connection with the Company’s debt arrangements are amortized using the effective interest method over the life of the related debt.
F- 12 Sales and Marketing Sales and marketing expenses primarily consist of compensation expenses, including equity-based compensation, in support of new business capture, Partner management and marketing such as commissions, salaries, and related benefits. Sales and marketing expense also includes expenses associated with advertising, promotions of the Company’s services, Partner advocacy management and brand-building.
Sales and Marketing Sales and marketing expenses primarily consist of compensation expenses, including equity-based compensation, in support of new business capture, Partner management and marketing such as commissions, salaries, and related benefits. Sales and marketing expense also includes expenses associated with advertising, promotions of the Company’s services, Partner advocacy management and brand-building.
The fair value of the warrants at issuance of the 2022 Convertible Notes was determined to be $ 9,201 , of which $ 7,041 was recorded as a debt discount based upon a relative fair value allocation. The debt discount is being amortized over the estimated life of the debt using the effective interest method.
The fair value of the warrants at issuance of the 2022 Convertible Notes was determined to be $ 9,201 , of which $ 7,041 was recorded as a debt discount based upon a relative fair value allocation. The debt discount was amortized over the estimated life of the debt using the effective interest method.
The Company also had certain warrants outstanding for convertible preferred stock that converted into warrants for Common Stock on a one-to-one basis. On October 19, 2023, in connection with the Combined Transaction (see Note 1), all of the outstanding redeemable convertible preferred stock was converted on a one-to-one basis into Common Stock. 11.
The Company also had certain warrants outstanding for convertible preferred stock that converted into warrants for Common Stock on a one-to-one basis. F- 23 On October 19, 2023, in connection with the Combined Transaction (see Note 1), all of the outstanding redeemable convertible preferred stock was converted on a one-to-one basis into Common Stock. 11.
In light of this fact, our management has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the material weakness in our internal control over financial reporting, the consolidated financial statements for the periods covered by and included in this Annual Report on Form 10-K fairly state, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.
In light of this fact, our management has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the material weaknesses in our internal control over financial reporting, the consolidated financial statements for the 53 periods covered by and included in this Annual Report on Form 10-K fairly state, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.
This summary of the unaudited pro forma results of operations is not necessarily indicative of what the Company’s results of operations would have been had Otonomo been acquired at the beginning of 2022, nor does it purport to represent results of operations for any future periods.
This summary of the unaudited pro forma results of operations is not necessarily indicative of what the Company’s results of operations would have been had Otonomo been acquired at the beginning of 2023, nor does it purport to represent results of operations for any future periods.
The 2022 Convertible Notes accrue interest at the rate of 15 % per annum, and all unpaid interest and principal is due and payable on June 30, 2024. No payments can be made under the 2022 Convertible Notes unless the noteholders provide written demand.
The 2022 Convertible Notes accrue interest at the rate of 15 % per annum, and all unpaid interest and principal was due and payable on June 30, 2024. No payments can be made under the 2022 Convertible Notes unless the noteholders provide written demand.
F- 11 Accounting for Derivative Instruments The Company recognizes all derivative instruments as either assets or liabilities and measures them at fair value. The accounting for changes in fair value depends upon the purpose of the derivative instrument and whether it is designated and qualifies for hedge accounting.
Accounting for Derivative Instruments The Company recognizes all derivative instruments as either assets or liabilities and measures them at fair value. The accounting for changes in fair value depends upon the purpose of the derivative instrument and whether it is designated and qualifies for hedge accounting.
Software Licensing Arrangements The Company occasionally enters into licensing arrangements with Customer Partners to provide access to its standard software platform. The Company customarily provides the Customer Partner with standard maintenance on licensed software which includes technical support and when-and-if available updates.
The Company also occasionally enters into term licensing arrangements with Customer Partners to provide access to its standard software platform. The Company customarily provides the Customer Partner with standard maintenance on licensed software which includes technical support and when-and-if available updates.
Urgent.ly is a leading connected mobility assistance software platform that matches vehicle owners and operators with service professionals who deliver traditional roadside assistance, proactive maintenance and repair services. Urgent.ly is headquartered in Vienna, Virginia.
Urgent.ly is a leading connected mobility assistance software platform that matches vehicle owners and operators with service professionals who deliver traditional roadside assistance, proactive maintenance and repair services. The Company is headquartered in Vienna, Virginia.
The Company files U.S. federal and state returns and is no longer subject to examination for years prior to 2019. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. 16.
The Company files U.S. federal and state returns and is no longer subject to examination for years prior to 2020. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. 16.
These expenses are included in General and administrative expense in the consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2023 and are reflected in pro forma net loss for the year ended December 31, 2022 in the table above. 4.
These expenses are included in General and administrative expense in the consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2023 and are reflected in pro forma net loss for the year ended December 31, 2023 in the table above.
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference. 58 PART IV It em 15. Exhibits, Financial Statement Schedules.
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference. 56 PART IV It em 15. Exhibits, Financial Statement Schedules.
Unaudited pro forma results of operations for the years ended December 31, 2023 and 2022 are included below as if the acquisition of Otonomo occurred on January 1, 2022 .
Unaudited pro forma results of operations for the years ended December 31, 2024 and 2023 are included below as if the acquisition of Otonomo occurred on January 1, 2023 .
Geographical Information During the years ended December 31, 2023 and 2022, the Company operated in three geographic locations: the Americas; Europe, Middle East and Africa (EMEA); and Asia Pacific (APAC).
Geographical Information During the years ended December 31, 2024 and 2023, the Company operated in three geographic locations: the Americas; Europe, Middle East and Africa (EMEA); and Asia Pacific (APAC).
Remediation Plan We have made progress toward remediation of the control deficiencies described above. We are in the process of reorganizing our finance department, including the expansion of our accounting, control and compliance functions to develop and implement continued improvements and enhancements to address the overall deficiencies that led to the material weakness.
We have made progress toward remediation of the previously-identified material weakness in control deficiencies described above. We are in the process of reorganizing our finance department, including the expansion of our accounting, control and compliance functions to develop and implement continued improvements and enhancements to address the overall deficiencies that led to the material weakness.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. We have served as the Company’s auditor since 2015. /s/ CohnReznick LLP Tysons, Virginia March 29, 2024 F- 1 URGENT.LY INC.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. We have served as the Company’s auditor since 2015. /s/ CohnReznick LLP Tysons, Virginia March 14, 2025 F- 1 URGENT.LY INC.
However, this material weakness cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
However, these material weaknesses cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Based on that evaluation, and as a result of the material weakness in internal control over financial reporting described below, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2023, our disclosure controls and procedures were not effective at the reasonable assurance level.
Based on that evaluation, and as a result of the material weaknesses in internal control over financial reporting described below, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, our disclosure controls and procedures were not effective at the reasonable assurance level.
The material weakness is related to a lack of evidence of segregation of duties within the accounting and finance function.
The previously identified material weakness is related to a lack of evidence of segregation of duties within the accounting and finance function.
Our management believes that these actions will enable us to address the material weakness that was identified in a timely manner and maintain a properly designed and effective system of internal control over financial reporting and provide appropriate segregation of duties.
Our management believes that these actions will enable us to address the material weaknesses in a timely manner and maintain a properly designed and effective system of internal control over financial reporting and provide appropriate segregation of duties.
Intangible Assets Acquired intangible assets consist primarily of technology acquired through the Otonomo merger and two domain names. Acquired Otonomo technology is amortized on a straight-line basis over the estimated useful lives of the assets ranging from 2 to 4 years . The domain names are deemed to have an indefinite life and are measured for impairment annually.
Intangible Assets Acquired intangible assets consist primarily of technology acquired through the Otonomo merger and two domain names. Acquired Otonomo technology is amortized on a straight-line basis over the estimated useful life of the asset of 4 years . The domain names are deemed to have an indefinite life and are measured for impairment annually.
As of December 31, 2023 and 2022, stock options outstanding and exercisable have a weighted average remaining contractual life of 5.3 years. The Company uses the Black-Scholes model to determine the fair value of stock options. The fair value of each option grant is estimated on the date of the grant.
As of December 31, 2024 and 2023, stock options outstanding and exercisable have a weighted average remaining contractual life of 4.6 and 5.3 years, respectively. The Company uses the Black-Scholes model to determine the fair value of stock options. The fair value of each option grant is estimated on the date of the grant.
The excess of the aggregate net fair value of assets acquired and liabilities assumed over the fair value of consideration transferred (purchase price) has been recorded as a bargain purchase gain.
The excess of the aggregate net fair value of assets acquired and liabilities assumed over the fair value of consideration transferred (purchase price) was recorded as a bargain purchase gain.
Date: March 29, 2024 By: /s/ Matthew Booth Matthew Booth Chief Executive Officer (Principal Executive Officer) Date: March 29, 2024 By: /s/ Timothy C. Huffmyer Timothy C. Huffmyer Chief Financial Officer (Principal Financial and Accounting Officer) POWER OF ATTORNEY Each of the undersigned, whose signature appears below, hereby constitutes and appoints each of Matthew Booth and Timothy C.
Date: March 14, 2025 By: /s/ Matthew Booth Matthew Booth Chief Executive Officer (Principal Executive Officer) Date: March 14, 2025 By: /s/ Timothy C. Huffmyer Timothy C. Huffmyer Chief Financial Officer (Principal Financial and Accounting Officer) POWER OF ATTORNEY Each of the undersigned, whose signature appears below, hereby constitutes and appoints each of Matthew Booth and Timothy C.
Concentrations of Credit Risk Financial instruments that subject the Company to credit risk consist primarily of cash, restricted cash and accounts receivable. The Company places its cash and cash equivalents in an accredited financial institution and the balances are above federally insured limits.
Concentrations of Credit Risk Financial instruments that subject the Company to credit risk consist primarily of cash, cash equivalents, restricted cash and accounts receivable. The Company places its cash and cash equivalents in accredited financial institutions and the balances are sometimes above federally insured limits.
During the years ended December 31, 2023 and 2022, the Company incurred and capitalized financing fees of $ 291 and $ 11 , respectively, in connection with the issuance of convertible promissory notes and term loans (see Note 9).
During the years ended December 31, 2024 and 2023, the Company incurred and capitalized financing fees of $ 566 and $ 291 , respectively, in connection with the issuance of convertible promissory notes and term loans (see Note 9).
The functional currency of the Company’s United Kingdom subsidiary is the British Pound. Accordingly, the translation to U.S. dollars is based on the balance sheet date exchange rates for assets and liabilities, historical rates of exchange for equity, and average exchange rates in the period for revenues and expenses.
The functional currency of the Company’s former United Kingdom subsidiary (see Note 3) is the British Pound. Accordingly, the translation to U.S. dollars was based on the balance sheet date exchange rates for assets and liabilities, historical rates of exchange for equity, and average exchange rates in the period for revenues and expenses.
Redeemable Convertible Preferred Stock In July 2022, the Company initiated the Recapitalization (see Note 1), in which all outstanding series of existing convertible preferred stock were converted into shares of Common Stock. Each share class of the existing convertible preferred stock was converted into one share of Common Stock.
Redeemable Convertible Preferred Stock In July 2022, the Company initiated a recapitalization in which all outstanding series of existing convertible preferred stock were converted into shares of Common Stock. Each share class of the existing convertible preferred stock was converted into one share of Common Stock.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Urgent.ly Inc. as of December 31, 2023 and 2022, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Urgent.ly Inc. as of December 31, 2024 and 2023, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
The excess value of the derivative liability at issuance was recognized as part of the Recapitalization (see Note 1) through equity since the 2022 Convertible Notes were with shareholders of the Company. The debt discount is amortized over the term of the debt using the effective interest method.
The excess value of the derivative liability at issuance was recognized as part of a recapitalization through equity since the 2022 Convertible Notes were with shareholders of the Company. The debt discount was amortized over the term of the debt using the effective interest method.
These costs are required to be amortized over five years if the R&D activities are performed in the United States or over 15 years if the activities were performed outside the United States. The Company capitalized approximately $ 8,514 and $ 4,331 of R&D expenses incurred during the years ended December 31, 2023 and 2022, respectively.
These costs are required to be amortized over five years if the R&D activities are performed in the United States or over 15 years if the activities were performed outside the United States. The Company capitalized approximately $ 9,192 and $ 8,514 of R&D expenses incurred during the years ended December 31, 2024 and 2023, respectively.
The Company concluded that the payment of the restructuring fee was probable; therefore, both fees are accreting to interest expense over the term of the agreement. The warrants that were outstanding as part of the 2021 Amended Structural Term Loan were amended as part of the Recapitalization (see Note 11) and became exercisable for Common Stock.
The Company concluded that the payment of the restructuring fee was probable; therefore, both fees are accreting to interest expense over the term of the agreement. The warrants that were outstanding as part of the 2021 Amended Structural Term Loan were amended as part of a recapitalization in 2022 and became exercisable for Common Stock.
The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. # Management contract or compensatory plan or arrangement. * Filed herewith. ^ The certifications attached as Exhibit 32.1 and 32.2 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Urgent.ly Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. # Management contract or compensatory plan or arrangement. * Filed herewith. ^ These exhibits are furnished with this Annual Report on Form 10-K and are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Urgent.ly Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.
At December 31, 2023 and 2022, 56 % and 34 % of accounts receivable was due from three and two customers, respectively. Foreign Currency Translation Adjustments and Transaction Gains (Losses) The reporting currency of the Company and its subsidiaries is the U.S. dollar, and the functional currency of the Company’s Canadian subsidiary is the U.S. dollar.
At December 31, 2024 and 2023, 71 % and 56 % of accounts receivable was due from four and three customers, respectively. Foreign Currency Translation Adjustments and Transaction Gains (Losses) The reporting currency of the Company and its subsidiaries is the U.S. dollar, and the functional currency of the Company’s Canadian subsidiary is the U.S. dollar.
(a)(1) Financial Statements Page Report of Independent Registered Public Accounting Firm ( CohnReznick LLP , Auditor Firm ID: 596 ) F- 1 Consolidated Balance Sheets F- 2 Consolidated Statements of Operations and Comprehensive Income (Loss) F- 3 Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) F- 4 Consolidated Statements of Cash Flows F- 6 Notes to Consolidated Financial Statements F- 8 (2) Financial Statement Schedule.
(a)(1) Financial Statements Page Report of Independent Registered Public Accounting Firm ( CohnReznick LLP , Auditor Firm ID: 596 ) F- 1 Consolidated Balance Sheets F- 2 Consolidated Statements of Operations and Comprehensive Income (Loss) F- 3 Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) F- 4 Consolidated Statements of Cash Flows F- 5 Notes to Consolidated Financial Statements F- 7 (2) Exhibits.
As of December 31, 2023, 1,061,298 shares of Common Stock were reserved under the 2023 Plan for future equity award grants. In connection with the Merger, the Company assumed 66,931 outstanding restricted stock units under the Otonomo 2021 Share Incentive Plan.
As of December 31, 2024, 201,795 shares of Common Stock were reserved under the 2023 Plan for future equity award grants. In connection with the Merger, the Company assumed 66,931 outstanding restricted stock units under the Otonomo 2021 Share Incentive Plan.
Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions.
All significant intercompany balances and transactions have been eliminated in consolidation. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions.
(incorporated by reference from Exhibit 3.5 to the registrant’s Registration Statement on Form S-4/A (File No. 333-271937) filed with the SEC on June 22, 2023). 4.1* Description of Securities of Urgent.ly, Inc. 4.2† Amended and Restated Investors’ Rights Agreement by and among Urgent.ly Inc. and certain of its stockholders, dated October 18, 2023 (incorporated by reference from Exhibit 4.1 to the registrant’s Current Report on Form 8-K (File No. 001-41841) filed with the SEC on October 24, 2023). 4.3 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). 4.4 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). 4.5 Form of 2019 Convertible Note Warrant between Urgent.ly Inc. and certain investors (incorporated by reference from Exhibit 4.6 to the registrant’s Registration Statement on Form S-4/A (File No. 333-271937) filed with the SEC on June 22, 2023). 4.6 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). 4.7 Form of Warrant to Purchase Common Stock between Urgent.ly Inc. and Silicon Valley Bank, dated May 8, 2020 (incorporated by reference from Exhibit 4.9 to the registrant’s Registration Statement on Form S-4/A (File No. 333-271937) filed with the SEC on June 22, 2023). 4.8 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). 4.9 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). 10.1† 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 (incorporated by reference from Exhibit 10.1 to the registrant’s Registration Statement on Form S-4/A (File No. 333-271937) filed with the SEC on June 22, 2023). 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 (incorporated by reference from Exhibit 10.2 to the registrant’s Registration Statement on Form S-4/A (File No. 333-271937) filed with the SEC on June 22, 2023). 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 (incorporated by reference from Exhibit 10.3 to the registrant’s Registration Statement on Form S-4/A (File No. 333-271937) filed with the SEC on June 22, 2023). 10.4# Urgent.ly Inc. 2013 Equity Incentive Plan (incorporated by reference from Exhibit 10.4 to the registrant’s Registration Statement on Form S-4/A (File No. 333-271937) filed with the SEC on June 22, 2023). 10.5# Form of Indemnification Agreement between Urgent.ly Inc. and each of its directors and executive officers (incorporated by reference from Exhibit 10.5 to the registrant’s Registration Statement on Form S-4/A (File No. 333-271937) filed with the SEC on June 22, 2023). 10.6#† Executive Employment Agreement, dated February 9, 2023, between Urgent.ly Inc. and Matthew Booth (incorporated by reference from Exhibit 10.6 to the registrant’s Registration Statement on Form S-4/A (File No. 333-271937) filed with the SEC on June 22, 2023). 60 10.7#† Amended and Restated Executive Employment Agreement, dated February 9, 2023, between Urgent.ly Inc. and Timothy Huffmyer (incorporated by reference from Exhibit 10.7 to the registrant’s Registration Statement on Form S-4/A (File No. 333-271937) filed with the SEC on June 22, 2023). 10.8#† Separation Agreement, dated July 19, 2022, as amended, between Urgent.ly Inc. and Christopher Spanos (incorporated by reference from Exhibit 10.8 to the registrant’s Registration Statement on Form S-4/A (File No. 333-271937) filed with the SEC on June 22, 2023). 10.9† Deed of Lease between Urgent.ly Inc. and P6/ Griffith 809 Westwood LLC (incorporated by reference from Exhibit 10.9 to the registrant’s Registration Statement on Form S-4 (File No. 333-271937) filed with the SEC on May 15, 2023). 10.10# Form of Stock Option Agreement under Urgent.ly Inc. 2013 Equity Incentive Plan (incorporated by reference from Exhibit 10.10 to the registrant’s Registration Statement on Form S-4/A (File No. 333-271937) filed with the SEC on June 22, 2023). 10.11# Form of Restricted Stock Unit Grant Notice under Urgent.ly Inc. 2013 Equity Incentive Plan (incorporated by reference from Exhibit 10.11 to the registrant’s Registration Statement on Form S-4/A (File No. 333-271937) filed with the SEC on June 22, 2023). 10.12# Urgent.ly Inc. 2023 Equity Incentive Plan and related form agreements (incorporated by reference from Exhibit 10.12 to the registrant’s Registration Statement on Form S-4/A (File No. 333-271937) filed with the SEC on June 22, 2023). 10.13# Urgent.ly Inc. 2023 Employee Stock Purchase Plan and related form agreements (incorporated by reference from Exhibit 10.13 to the registrant’s Registration Statement on Form S-4/A (File No. 333-271937) filed with the SEC on June 22, 2023). 10.14# 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). 4.2† Amended and Restated Investors’ Rights Agreement by and among Urgent.ly Inc. and certain of its stockholders, dated October 18, 2023 (incorporated by reference from Exhibit 4.1 to the registrant’s Current Report on Form 8-K (File No. 001-41841) filed with the SEC on October 24, 2023). 4.3 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). 4.4 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). 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). 4.6 Form of Warrant to Purchase Common Stock between Urgent.ly Inc. and Silicon Valley Bank, dated May 8, 2020 (incorporated by reference from Exhibit 4.9 to the registrant’s Registration Statement on Form S-4/A (File No. 333-271937) filed with the SEC on June 22, 2023). 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). 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). 4.9 Form of Common Stock Purchase Warrant (incorporated by reference from Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on February 26, 2025). 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 (incorporated by reference from Exhibit 10.1 to the registrant’s Registration Statement on Form S-4/A (File No. 333-271937) filed with the SEC on June 22, 2023). 57 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 (incorporated by reference from Exhibit 10.2 to the registrant’s Registration Statement on Form S-4/A (File No. 333-271937) filed with the SEC on June 22, 2023). 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 (incorporated by reference from Exhibit 10.3 to the registrant’s Registration Statement on Form S-4/A (File No. 333-271937) filed with the SEC on June 22, 2023). 10.4# Urgent.ly Inc. 2013 Equity Incentive Plan (incorporated by reference from Exhibit 10.4 to the registrant’s Registration Statement on Form S-4/A (File No. 333-271937) filed with the SEC on June 22, 2023). 10.5# Form of Indemnification Agreement between Urgent.ly Inc. and each of its directors and executive officers (incorporated by reference from Exhibit 10.5 to the registrant’s Registration Statement on Form S-4/A (File No. 333-271937) filed with the SEC on June 22, 2023). 10.6# 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). 10.7# 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). 10.8† Deed of Lease between Urgent.ly Inc. and P6/ Griffith 809 Westwood LLC (incorporated by reference from Exhibit 10.9 to the registrant’s Registration Statement on Form S-4 (File No. 333-271937) filed with the SEC on May 15, 2023). 10.9# Form of Stock Option Agreement under Urgent.ly Inc. 2013 Equity Incentive Plan (incorporated by reference from Exhibit 10.10 to the registrant’s Registration Statement on Form S-4/A (File No. 333-271937) filed with the SEC on June 22, 2023). 10.10# Form of Restricted Stock Unit Grant Notice under Urgent.ly Inc. 2013 Equity Incentive Plan (incorporated by reference from Exhibit 10.11 to the registrant’s Registration Statement on Form S-4/A (File No. 333-271937) filed with the SEC on June 22, 2023). 10.11# Urgent.ly Inc. 2023 Equity Incentive Plan and related form agreements (incorporated by reference from Exhibit 10.12 to the registrant’s Registration Statement on Form S-4/A (File No. 333-271937) filed with the SEC on June 22, 2023). 10.12# Urgent.ly Inc. 2023 Employee Stock Purchase Plan and related form agreements (incorporated by reference from Exhibit 10.13 to the registrant’s Registration Statement on Form S-4/A (File No. 333-271937) filed with the SEC on June 22, 2023). 10.13# Urgent.ly Inc.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 . 32.2*^ Certification of Principal Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 . 32.2*^ Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 . 97.1 Urgent.ly Inc.
Huffmyer (Principal Financial and Accounting Officer) /s/ Gina Domanig Director March 29, 2024 Gina Domanig /s/ Suzie Doran Director March 29, 2024 Suzie Doran /s/ Andrew Geisse Director March 29, 2024 Andrew Geisse /s/ James M. Micali Director March 29, 2024 James M.
Huffmyer (Principal Financial and Accounting Officer) /s/ Gina Domanig Director March 14, 2025 Gina Domanig /s/ Suzie Doran Director March 14, 2025 Suzie Doran /s/ Andrew Geisse Director March 14, 2025 Andrew Geisse /s/ James M. Micali Director March 14, 2025 James M.
Amortization of the discount totaled $ 782, $ 167 and $ 14 during the years ended December 31, 2023, 2022 and 2021, respectively, and is included in interest expense in the accompanying consolidated statements of operations and comprehensive income (loss).
Amortization of the discount totaled $ 80 and $ 782 during the years ended December 31, 2024 and 2023, respectively, and is included in interest expense in the accompanying consolidated statements of operations and comprehensive income (loss).
Name Title Date /s/ Matthew Booth Chief Executive Officer and Director March 29, 2024 Matthew Booth (Principal Executive Officer) /s/ Timothy C. Huffmyer Chief Financial Officer March 29, 2024 Timothy C.
Name Title Date /s/ Matthew Booth Chief Executive Officer and Director March 14, 2025 Matthew Booth (Principal Executive Officer) /s/ Timothy C. Huffmyer Chief Financial Officer March 14, 2025 Timothy C.
The 2023 Plan provides for the granting of stock options, restricted stock, restricted F- 27 stock units, stock appreciation rights, performance units and performance shares to employees, directors and consultants and any of the Company’s future subsidiary corporations’ employees and consultants. 1,383,197 shares of Common Stock were reserved for issuance pursuant to the 2023 Plan and will be subject to an annual increase.
The 2023 Plan provides for the granting of stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to employees, directors and consultants and any of the Company’s future subsidiary corporations’ employees and consultants. 1,383,197 shares of Common Stock were reserved for issuance pursuant to the 2023 Plan and will be subject to an annual increase, and on January 1, 2024, the 2023 Plan was increased by 553,278 shares.
Revenue The Company generates substantially all its revenues from roadside assistance services (“RAS”) initiated through its software platform primarily in the United States and Canada. The Company’s platform enables its customers (“Customer Partners”) to outsource delivery for all or portions of their roadside assistance programs.
The license is amortized over a five-year useful life. 4. Revenue The Company generates substantially all its revenues from roadside assistance services (“RAS”) initiated through its software platform primarily in the United States and Canada. The Company’s platform enables its customers (“Customer Partners”) to outsource delivery for all or portions of their roadside assistance programs.
The following purchase price allocation is preliminary and subject to adjustments within the acquisition measurement period, which may be material: Assets: Cash and cash equivalents $ 44,717 Short-term deposits 10,415 Marketable securities 57,577 Accounts receivable 694 Prepaid expenses and other current assets 883 Right-of-use assets 622 Property and equipment, net 662 Intangible assets 9,940 Other non-current assets 306 Total assets acquired 125,816 Liabilities: Accounts payable 5,618 Accrued expenses and other payables 8,800 Deferred revenue 225 Lease liabilities 622 Deferred tax liability 2,385 Total liabilities assumed 17,650 Bargain purchase gain ( 73,410 ) Total purchase consideration $ 34,756 Components of purchase price: Common stock $ 31,032 Contingent consideration 3,724 Total purchase consideration $ 34,756 The identifiable intangible assets consist of acquired technology with an average estimated useful life of three years .
The following table summarizes the purchase consideration and fair value of the assets acquired and liabilities assumed as of October 19, 2023 for the Otonomo acquisition: Assets: Cash and cash equivalents $ 44,717 Short-term deposits 10,415 Marketable securities 57,577 Accounts receivable 694 Prepaid expenses and other current assets 883 Right-of-use assets 622 Property and equipment, net 662 Intangible assets 9,940 Other non-current assets 306 Total assets acquired 125,816 Liabilities: Accounts payable 5,618 Accrued expenses and other payables 8,800 Deferred revenue 225 Lease liabilities 622 Deferred tax liability 2,385 Total liabilities assumed 17,650 Bargain purchase gain ( 73,410 ) Total purchase consideration $ 34,756 Components of purchase price: Common stock $ 31,032 Contingent consideration 3,724 Total purchase consideration $ 34,756 F- 13 The identifiable intangible assets consist of acquired technology with an average estimated useful life of three years .
Amortization of deferred financing fees related to the convertible promissory notes and term loans totaled $ 1,194, $ 1,388 and $ 755 during the years ended December 31, 2023, 2022 and 2021, respectively, and is included in interest expense in the accompanying consolidated statements of operations and comprehensive income (loss).
Amortization of deferred financing fees related to the convertible promissory notes and term loans totaled $ 673 and $ 1,193 during the years ended F- 9 December 31, 2024 and 2023, respectively, and is included in interest expense in the accompanying consolidated statements of operations and comprehensive income (loss).
Management monitors the creditworthiness of its customers and believes that it has adequately provided for any exposure to potential credit losses. F- 13 During the years ended December 31, 2023, 2022 and 2021, 64 %, 69 % and 62 %, respectively, of revenue was earned from three, four and four customers, respectively.
Management monitors the creditworthiness of its customers and believes that it has adequately provided for any exposure to potential credit losses. During the years ended December 31, 2024 and 2023, 49 % and 64 %, respectively, of revenue was earned from two and three customers, respectively.
The Company’s population of financial assets and liabilities subject to fair value measurements on a recurring basis are as follows: Fair Value as of December 31, 2023 Recurring fair value measurements Level 1 Level 2 Level 3 Total Money market funds (1) $ 6,920 $ — $ — $ 6,920 Corporate bonds (1) — 9,154 — 9,154 Commercial paper (1) — 2,488 — 2,488 U.S. government agency securities (1) — 2,175 — 2,175 Contingent purchase consideration (2) — — ( 4,617 ) ( 4,617 ) $ 6,920 $ 13,817 $ ( 4,617 ) $ 16,120 Fair Value as of December 31, 2022 Recurring fair value measurements Level 1 Level 2 Level 3 Total Derivative liability (3) $ — $ — $ ( 32,765 ) $ ( 32,765 ) Warrant liability (3) — — ( 13,957 ) ( 13,957 ) $ — $ — $ ( 46,722 ) $ ( 46,722 ) F- 18 (1) The following table summarizes the composition of marketable securities as of December 31, 2023: Amortized Cost Unrealized Gain (Loss) Fair Value Money market funds $ 6,920 $ — $ 6,920 Available-for-sale debt securities: Corporate bonds 9,170 ( 16 ) 9,154 Commercial paper 2,488 — 2,488 U.S. government agency securities 2,177 ( 2 ) 2,175 13,835 ( 18 ) 13,817 $ 20,755 $ ( 18 ) $ 20,737 The following table summarizes the fair value and amortized cost of the available-for-sale debt securities by contractual maturity as of December 31, 2023: Amortized Cost Fair Value Due within one year $ 13,835 $ 13,817 (2) Contingent purchase consideration represents a liability recorded at fair value in connection with the Otonomo merger, and thus represents a Level 3 measurement within the fair value hierarchy.
The Company’s population of financial assets and liabilities subject to fair value measurements on a recurring basis are as follows: Fair Value as of December 31, 2024 Recurring fair value measurements Level 1 Level 2 Level 3 Total Money market funds $ 8,853 $ — $ — $ 8,853 Contingent purchase consideration (2) — — ( 2,925 ) ( 2,925 ) $ 8,853 $ — $ ( 2,925 ) $ 5,928 Fair Value as of December 31, 2023 Recurring fair value measurements Level 1 Level 2 Level 3 Total Money market funds $ 6,920 $ — $ — $ 6,920 Corporate bonds (1) — 9,154 — 9,154 Commercial paper (1) — 2,488 — 2,488 U.S. government agency securities (1) — 2,175 — 2,175 Contingent purchase consideration (2) — — ( 4,617 ) ( 4,617 ) $ 6,920 $ 13,817 $ ( 4,617 ) $ 16,120 (1) The following table summarizes the composition of the Level 2 marketable securities as of December 31, 2023: Amortized Cost Unrealized Loss Fair Value Available-for-sale debt securities: Corporate bonds $ 9,170 $ ( 16 ) $ 9,154 Commercial paper 2,488 — 2,488 U.S. government agency securities 2,177 ( 2 ) 2,175 $ 13,835 $ ( 18 ) $ 13,817 (2) Contingent purchase consideration represents a liability recorded at fair value in connection with the Otonomo merger, and thus represents a Level 3 measurement within the fair value hierarchy.
Intangible A ssets Intangible assets consist of the following as of the periods presented: Life (in years) December 31, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Acquired technology 2 - 4 $ 10,134 $ ( 882 ) $ 9,252 $ 194 $ ( 194 ) $ — Domain name Indefinite 31 — 31 31 — 31 $ 10,165 $ ( 882 ) $ 9,283 $ 225 $ ( 194 ) $ 31 Amortization expense was $ 688, $ 0 and $ 0 for the years ended December 31, 2023, 2022 and 2021, respectively.
Intangible A ssets Intangible assets consist of the following as of the periods presented: Life (in years) December 31, 2024 December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Acquired technology 2 - 4 $ 6,373 $ ( 2,008 ) $ 4,365 $ 10,134 $ ( 882 ) $ 9,252 Domain name Indefinite 31 — 31 31 — 31 $ 6,404 $ ( 2,008 ) $ 4,396 $ 10,165 $ ( 882 ) $ 9,283 Amortization expense was $ 2,891 and $ 688 for the years ended December 31, 2024 and 2023, respectively.
Utilization of these carryforwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating loss carryforwards before utilization.
Utilization of these carryforwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating loss carryforwards before utilization. Approximately $ 160,900 in U.S. federal NOLs will be carried forward indefinitely.
The Company made matching contributions with immediate vesting of $ 528 , $ 625 and $ 449 for the years ended December 31, 2023, 2022 and 2021, respectively. 13.
The Company made matching contributions with immediate vesting of $ 556 and $ 528 for the years ended December 31, 2024 and 2023, respectively. 13.
As of December 31, 2023 and 2022, the allowance for expected losses is $ 27 and $ 338 , respectively. The balance of accounts receivable at January 1, 2022 amounted to $ 32,753 , net of an allowance for expected losses of $ 662 .
As of December 31, 2024 and 2023, the allowance for expected losses is $ 747 and $ 27 , respectively. The balance of accounts receivable at January 1, 2023 amounted to $ 33,966 , net of an allowance for expected losses of $ 338 .
Restricted Stock Units The following table sets forth a summary of restricted stock units and related information for the periods presented: Awards Weighted Average Fair Value Outstanding at December 31, 2022 — — Granted 1,157,207 5.26 Acquired 66,931 5.71 Vested ( 261,939 ) 5.71 Forfeited or expired ( 8,554 ) 5.71 Outstanding at December 31, 2023 953,645 5.16 F- 29 14.
Restricted Stock Units The following table sets forth a summary of restricted stock units and related information for the periods presented: Awards Weighted Average Fair Value Outstanding at December 31, 2022 — $ — Granted 1,157,207 5.26 Acquired 66,931 5.71 Vested ( 261,939 ) 5.71 Forfeited or expired ( 8,554 ) 5.71 Outstanding at December 31, 2023 953,645 5.16 Granted 1,553,920 0.90 Vested ( 298,520 ) 5.27 Forfeited or expired ( 56,949 ) 5.71 Outstanding at December 31, 2024 2,152,096 2.05 14.

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