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What changed in Urgent.ly Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Urgent.ly Inc.'s 2024 and 2025 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 2025 report.

+427 added−650 removedSource: 10-K (2026-03-27) vs 10-K (2025-03-14)

Top changes in Urgent.ly Inc.'s 2025 10-K

427 paragraphs added · 650 removed · 244 edited across 2 sections

Item 1. Business

Business — how the company describes what it does

232 edited+111 added−50 removed480 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; • 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.
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; • We rely on unpatented proprietary technology, trade secrets, processes and know-how; • Our securities have been delisted from Nasdaq, which has limited and may continue to limit investors’ ability to make transactions in our securities; and • An active trading market for our securities may never develop and investors may find it difficult to buy and sell our shares, which would further adversely affect the liquidity and price of our securities.
Any allegations or violation of the FCPA or other applicable anti-bribery and anti-corruption laws and anti-money laundering laws could result in whistleblower complaints, sanctions, settlements, prosecution, enforcement actions, fines, damages, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions, or suspension or debarment from government contracts, all of which may have an adverse effect on our reputation, business, results of operations, and prospects.
Any allegations or violation of the FCPA or other applicable anti-bribery or anti-corruption laws and anti-money laundering laws could result in whistleblower complaints, sanctions, settlements, prosecution, enforcement actions, fines, damages, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions, or suspension or debarment from government contracts, all of which may have an adverse effect on our reputation, business, results of operations, and prospects.
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.
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 agreements (including a cross-default to each other Loan Agreement) and certain other specified events.
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.
Income Tax Expense (Benefit) Income tax expense or benefit is related to the provision for federal, state and foreign taxes imposed upon our results of operations.
Investing Activities Net cash provided by investing activities for the year ended December 31, 2024 was $24.7 million due to proceeds of $32.3 million from the sale of marketable securities, offset by $1.6 million in purchases of equipment and software, $5.4 million in investments in capitalized software, and divested cash of $0.6 million in connection with the Divestiture.
Net cash provided by investing activities for the year ended December 31, 2024 was $24.7 million due to proceeds of $32.3 million from the sale of marketable securities, offset by $1.6 million in purchases of equipment and software, $5.4 million in investments in capitalized software, and divested cash of $0.6 million in connection with the Divestiture.
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.
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; • 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 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 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; 21 • 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.
If we fail, or are perceived to have failed, to address or comply with any actual or asserted obligations related to privacy, cybersecurity, data protection, marketing, advertising or consumer protection, we could face private claims, demands and litigation, including class action litigation; government enforcement actions and proceedings that could include investigations, fines, penalties, audits and inspections; additional reporting requirements and/or oversight; temporary or permanent bans on all or some processing of data; requirements to change the manner in which we process data; and orders to destroy or not use data.
If we 36 fail, or are perceived to have failed, to address or comply with any actual or asserted obligations related to privacy, cybersecurity, data protection, marketing, advertising or consumer protection, we could face private claims, demands and litigation, including class action litigation; government enforcement actions and proceedings that could include investigations, fines, penalties, audits and inspections; additional reporting requirements and/or oversight; temporary or permanent bans on all or some processing of data; requirements to change the manner in which we process data; and orders to destroy or not use data.
If we are unable to remediate these material weaknesses, or if we experience additional material weaknesses in the future or otherwise are unable to develop and maintain an effective system of internal controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our stock price, business and operating results; • Our historical growth rates may not be sustainable or indicative of our future growth and we may not be able to successfully manage the challenges to our future growth; • If we are unable to address the service requirements of EVs, our business, financial condition and results of operations could be adversely affected; 9 • Failure to offer high-quality Consumer support may harm our relationships with Consumers and Customer Partners, and could adversely affect our reputation, brand, business, financial condition and results of operations; • Our expansion into new roadside assistance solutions, Customer Partners and Service Providers, technologies and geographic regions subjects us to additional risks; • Our ability to provide connected vehicle services will depend on our ability to access data from external providers at reasonable terms and prices.
If we are unable to remediate these material weaknesses, or if we experience additional material weaknesses in the future or otherwise are unable to develop and maintain an effective system of internal controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our stock price, business and operating results; • Our historical growth rates may not be sustainable or indicative of our future growth and we may not be able to successfully manage the challenges to our future growth; • If we are unable to address the service requirements of EVs, our business, financial condition and results of operations could be adversely affected; 10 • Failure to offer high-quality Consumer support may harm our relationships with Consumers and Customer Partners, and could adversely affect our reputation, brand, business, financial condition and results of operations; • Our expansion into new roadside assistance solutions, Customer Partners and Service Providers, technologies and geographic regions subjects us to additional risks; • Our ability to provide connected vehicle services will depend on our ability to access data from external providers at reasonable terms and prices.
We plan to explore revenue-generating potential in new use cases, continuing our track record of innovation and execution. Launch B2C subscription offering. Our internal studies indicate that younger demographics are receptive to purchasing mobility assistance subscriptions from technology companies, and that they are particularly interested in programs that provide the premium service we currently provide for our Customer Partners.
We plan to explore revenue-generating potential in new use cases, continuing our track record of innovation and execution. 4 Launch B2C subscription offering. Our internal studies indicate that younger demographics are receptive to purchasing mobility assistance subscriptions from technology companies, and that they are particularly interested in programs that provide the premium service we currently provide for our Customer Partners.
As a result, stockholders must rely on sales of their Common Stock after price appreciation as the only way to realize any future gains on their investment. It em 1B. Unresolved Staff Comments. None. Item 1C . Cybersecurity. At Urgently, we understand the paramount importance of cybersecurity in safeguarding our operational integrity , customer information, and proprietary data.
As a result, stockholders must rely on sales of their Common Stock after price appreciation as the only way to realize any future gains on their investment. 42 It em 1B. Unresolved Staff Comments. None. Item 1C . Cybersecurity. At Urgently, we understand the paramount importance of cybersecurity in safeguarding our operational integrity , customer information, and proprietary data.
These processes are periodically reviewed and updated to address emerging threat intelligence and other matters. Future Directions Looking ahead Urgently is dedicated to maintaining a vigilant stance against cyber threats. We will continue to invest in cutting-edge cybersecurity technologies, enhance our staff training programs, and foster collaborations with leading cybersecurity experts.
These processes are periodically reviewed and updated to address emerging threat intelligence and other matters. 43 Future Directions Looking ahead Urgently is dedicated to maintaining a vigilant stance against cyber threats. We will continue to invest in cutting-edge cybersecurity technologies, enhance our staff training programs, and foster collaborations with leading cybersecurity experts.
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.
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, personnel or others), proprietary and confidential business information, trade secrets, intellectual property and sensitive third-party information.
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.
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.
While 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. 27 The agreements governing our indebtedness include certain financial, reporting and other covenants that we must satisfy.
While 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. The agreements governing our indebtedness include certain financial, reporting and other covenants that we must satisfy.
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.
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.
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.
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.
Research and Development Technology and data science are foundational to our sales, operations, product strategy, partner engagement and strategic decision making. We have assembled a team of engineers, data scientists, designers and product managers whose expertise spans a broad range of technical areas to build our proprietary technology to support our platform and the day-to-day operations of our business.
Research and Development Technology and data science are foundational to our sales, operations, product strategy, partner engagement and strategic decision making. We have assembled a team of engineers, data scientists, designers and product managers whose expertise spans a broad 6 range of technical areas to build our proprietary technology to support our platform and the day-to-day operations of our business.
If we fail to achieve market acceptance of our pricing and new features, or if a competitor establishes a more widely adopted, less expensive platform, our business, financial condition and results of operations could be adversely affected. 15 We face risks related to successfully optimizing and operating our network of Service Providers and call center operations.
If we fail to achieve market acceptance of our pricing and new features, or if a competitor establishes a more widely adopted, less expensive platform, 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.
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.
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.
If we are unable to identify suitable acquisitions or strategic relationships, or if we are unable to integrate any acquired businesses, facilities, technologies, products and services effectively, our business, financial condition and results of operations could be adversely affected. 24 Our insurance coverage may not be adequate. We believe we maintain insurance customary for businesses of our size and type.
If we are unable to identify suitable acquisitions or strategic relationships, or if we are unable to integrate any acquired businesses, facilities, technologies, products and services effectively, our business, financial condition and results of operations could be adversely affected. Our insurance coverage may not be adequate. We believe we maintain insurance customary for businesses of our size and type.
These and other factors could harm our ability to generate revenue outside of the United States and, consequently, adversely affect our business, financial condition and results of operations. Failure to comply with anti-bribery and anti-corruption laws and anti-money laundering laws, and similar laws, could subject us to penalties and other adverse consequences. We are subject to the U.S.
These and other factors could harm our ability to generate revenue outside of the United States and, consequently, adversely affect our business, financial condition and results of operations. 29 Failure to comply with anti-bribery and anti-corruption laws, anti-money laundering laws, and similar laws, could subject us to penalties and other adverse consequences. We are subject to the U.S.
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.
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.
In order to stay current with the automotive industry, our business model may need to evolve as well. From time to time, we may modify aspects of our business relating to our models and strategies. We cannot offer any assurance that these or any other modifications will be successful or will not result in harm to our business.
In order to stay current with the automotive industry, our business model may need to evolve as well. From time to time, we may modify aspects of our business relating to our models and strategies. We cannot offer any assurance that these 24 or any other modifications will be successful or will not result in harm to our business.
Recessionary economic cycles, higher interest rates, volatile fuel and energy costs, inflation, levels of unemployment, decreases in discretionary consumer spending, conditions in the new and used automotive markets, access to credit, consumer debt levels, unsettled financial markets and other economic factors could dramatically reduce automotive activity and demand for mobility assistance.
Recessionary economic cycles, higher interest rates, volatile fuel and energy costs, 25 inflation, levels of unemployment, decreases in discretionary consumer spending, conditions in the new and used automotive markets, access to credit, consumer debt levels, unsettled financial markets and other economic factors could dramatically reduce automotive activity and demand for mobility assistance.
This oversight ensures that cybersecurity remains a top priority at the executive level and that strategic decisions reflect our commitment to safeguarding our digital assets. 38 The Board is supported by the Cybersecurity Risk Committee, a specialized group that includes senior executives and departmental representatives from IT, legal, human resources, and operations.
This oversight ensures that cybersecurity remains a top priority at the executive level and that strategic decisions reflect our commitment to safeguarding our digital assets. The Board is supported by the Cybersecurity Risk Committee, a specialized group that includes senior executives and departmental representatives from IT, legal, human resources, and operations.
While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions, and there can be no assurance that such provisions will be enforced by a court in those other jurisdictions.
While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder 41 may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions, and there can be no assurance that such provisions will be enforced by a court in those other jurisdictions.
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 .
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 .
Additionally, Service Providers’ unwillingness to digitally accept a job, either as a result of the fee generated on our platform by our pricing model or for any other reason, and any performance problems or other difficulties experienced by Service Providers or by our platform could negatively impact operating results and Consumer experience.
Additionally, Service Providers’ unwillingness to digitally accept a job, either as a result of the fee generated on our 26 platform by our pricing model or for any other reason, and any performance problems or other difficulties experienced by Service Providers or by our platform could negatively impact operating results and Consumer experience.
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.
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.
We also offer our platform as a SaaS solution to enable certain of our Customer Partners’ roadside assistance services. We believe the integration of Otonomo’s Mobility Platform has further enhanced the customer service experience for Consumers on our platform by improving data capabilities, features, and data ingest capacity.
We also offer our platform as a SaaS solution to enable certain of our Customer Partners’ roadside assistance services. We believe the integration of Otonomo’s Mobility Platform has further enhanced the customer service experience for Consumers on our platform by improving data capabilities, 46 features, and data ingest capacity.
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.
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.
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.
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.
Other factors outside of our control, such as increases in the price of gasoline, vehicles or insurance, may also reduce the number of Service Providers that utilize our platform or the use of our platform by Service Providers. Our agreements are non-exclusive, and Service Providers may choose not to use our platform regularly or at all.
Other factors outside of our control, such as increases in the price of gasoline, vehicles or 27 insurance, may also reduce the number of Service Providers that utilize our platform or the use of our platform by Service Providers. Our agreements are non-exclusive, and Service Providers may choose not to use our platform regularly or at all.
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.
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.
We have undergone ownership changes in the past, which 26 may limit our ability to utilize NOLs or credits under Sections 382 and 383 of the Code. In addition, future changes in our stock ownership, many of which are outside of our control, could result in an ownership change under Sections 382 and 383 of the Code.
We have undergone ownership changes in the past, which may limit our ability to utilize NOLs or credits under Sections 382 and 383 of the Code. In addition, future changes in our stock ownership, many of which are outside of our control, could result in an ownership change under Sections 382 and 383 of the Code.
Some of the BEPS and related proposals, if enacted into law in the countries where we do business, could increase the burden and costs of our tax compliance. Moreover, such changes could increase the amount of taxes we incur in those jurisdictions, and in turn, increase our global effective tax rate.
Some of the BEPS and related proposals, if 35 enacted into law in the countries where we do business, could increase the burden and costs of our tax compliance. Moreover, such changes could increase the amount of taxes we incur in those jurisdictions, and in turn, increase our global effective tax rate.
In order to maintain and, if required, improve disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight are required, and, as a result, management’s attention may be diverted from other business concerns.
In order to maintain and, if required, improve disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight are required, and, as a result, management’s 37 attention may be diverted from other business concerns.
We have since focused on developing the business-to-business (“B2B”) and business-to-business-to-consumer (“B2B2C”) mobility assistance markets. Our ecosystem participants include: • Customer Partners . Our Customer Partners include original equipment manufacturers (“OEMs”), automotive insurance companies, ride-hailing services, rental car companies and fleet operators.
We have since focused on developing the business-to-business (“B2B”) and business-to-business-to-consumer (“B2B2C”) mobility assistance markets. Our ecosystem participants include: • Customer Partners . Our Customer Partners include original equipment manufacturers (“OEMs”), insurance companies, ride-hailing services, rental car companies and fleet operators.
Leaving our network of Service Providers is both time consuming and costly because an out-of-network job is sourced by our call centers, and we absorb any incremental out-of-network costs resulting from pricing negotiations with the prospective roadside assistance provider.
Leaving our network of Service Providers is both time consuming and costly because an out-of-network job is sourced by our call centers, and we absorb any incremental out-of-network costs resulting from pricing negotiations with the prospective roadside assistance 19 provider.
We recognize these revenues over time. • Full-service outsourcing of RAS-claim cost pass-through . In connection with our full-service claim cost pass-through arrangements, we negotiate a flat dispatch fee directly with our Customer Partners which is combined with the variable cost of subcontracted services.
We recognize these revenues over time. 49 • Full-service outsourcing of RAS-claim cost pass-through . In connection with our full-service claim cost pass-through arrangements, we negotiate a flat dispatch fee directly with our Customer Partners which is combined with the variable cost of subcontracted services.
Adverse developments with respect to one or more of the foregoing factors 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.
Adverse developments with respect to one or more of the foregoing factors could adversely affect our business, financial condition and results of operations. 15 We have a history of losses and may continue to generate operating losses for the foreseeable future.
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.
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.
General and administrative expense also includes corporate office rent expense, third-party professional fees, public company readiness expenses and any other cost or expense incurred not deemed to be related to cost of revenue, sales and marketing expense, research and development expense, or operations and support expense.
General and administrative expense also includes corporate office rent expense, third-party professional fees, public company expenses and any other cost or expense incurred not deemed to be related to cost of revenue, sales and marketing expense, research and development expense, or operations and support expense.
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.
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.
Our gross margin may fluctuate from period to period as our revenue fluctuates and has been and will continue to be affected by various factors, including mix of services provided, Customer Partner pricing and Service Provider costs.
Our gross margin may fluctuate from period to period as our revenue fluctuates and has been and will continue to be affected by various factors, including seasonality, mix of services provided, Customer Partner pricing and Service Provider costs.
For example, we do not have any issued patents related to our products, technology, processes and systems, and we rely upon unpatented trade secrets, confidential know-how and confidentiality agreements to protect such proprietary rights.
For example, we do not have any issued patents related to our products, technology, 7 processes and systems, and we rely upon unpatented trade secrets, confidential know-how and confidentiality agreements to protect such proprietary rights.
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.
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.
If one or more of the analysts initiate research with an unfavorable rating or downgrade the Common Stock, provide a more favorable recommendation about our competitors, or publish inaccurate or unfavorable research about our business, the trading price of our Common Stock would likely decline.
If one or more of the analysts initiate research with an unfavorable 40 rating or downgrade the Common Stock, provide a more favorable recommendation about our competitors, or publish inaccurate or unfavorable research about our business, the trading price of our Common Stock would likely decline.
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.
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.
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.
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, especially in light of the anticipated Offer and Merger.
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.
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.
As part of our business strategy, we may acquire or make investments in complementary companies, products or technologies and issue equity securities to pay for any such acquisition or investment.
As part of our business strategy, we may acquire or make 23 investments in complementary companies, products or technologies and issue equity securities to pay for any such acquisition or investment.
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.
See “ Risk Factors—Risks Related to Our Business and Industry—For the years ended December 31, 2025 and 2024, 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.
The report from our independent registered public accounting firm for the years ended December 31, 2024 and 2023 included an explanatory paragraph stating that we have incurred losses from operations since inception, have a net capital deficiency and are dependent on debt and equity financing to fund operating shortfalls, raising substantial doubt about our ability to continue as a going concern.
The report from our independent registered public accounting firm for the years ended December 31, 2025 and 2024 included an explanatory paragraph stating that we have incurred losses from operations since inception, have a net capital deficiency and are dependent on debt and equity financing to fund operating shortfalls, raising substantial doubt about our ability to continue as a going concern.
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.
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.
Economic, industry and market conditions could result in increased risks to us associated with the potential financial distress or insolvency of such third parties.
Economic, industry and market conditions could result in 28 increased risks to us associated with the potential financial distress or insolvency of such third parties.
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.
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, 2025 as to the substantial doubt about our ability to continue as a going concern.
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.
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 technological errors as well as 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.
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 .
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 audited financial statements for the years ended December 31, 2024 and 2023 do not include any adjustments that may result from the outcome of this uncertainty. Future reports from our independent registered public accounting firm could contain statements expressing substantial doubt about our ability to continue as a going concern.
Our audited financial statements for the years ended December 31, 2025 and 2024 do not include any adjustments that may result from the outcome of this uncertainty. Future reports from our independent registered public accounting firm could contain statements expressing substantial doubt about our ability to continue as a going concern.
As a result, we may experience increased out-of-network costs during weather events to complete requests for roadside assistance, and in the future we may incur additional costs to bolster operations in often-impacted areas. We have operations all over North America, and our operations in California, Texas and Florida have recently been exposed to extreme weather events.
As a result, we may experience increased out-of-network costs during weather events to complete requests for roadside assistance, and in the future we may incur additional costs to bolster operations in often-impacted areas. We have operations all over North America, and our operations in California, Texas and Florida have historically been exposed to extreme weather events.
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.
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. 44 PART II It em 5.
It em 6. [Reserved] Not applicable. 41 Ite m 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes to those statements included elsewhere in this Annual Report on Form 10-K.
It em 6. [Reserved] Not applicable. 45 Ite m 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes to those statements included elsewhere in this Annual Report on Form 10-K.
In the future, we may attempt to raise additional capital through the sale of equity securities or through debt financing arrangements. For additional detail, see Note 9 “Debt Arrangements” and Note 20 “Subsequent Events” to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
In the future, we may attempt to raise additional capital through the sale of equity securities or through debt financing arrangements. For additional detail, see Note 9 “Debt Arrangements” and Note 17 “Subsequent Events” to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Our NOLs or credits may also be impaired under state law. Accordingly, we believe that it is more-likely-than-not that our NOLs or credits will expire unutilized, and we have recorded a full valuation allowance against the related deferred tax assets as of December 31, 2024.
Our NOLs or credits may also be impaired under state law. Accordingly, we believe that it is more-likely-than-not that our NOLs or credits will expire unutilized, and we have recorded a full valuation allowance against the related deferred tax assets as of December 31, 2025.
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.
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.
For example, Virginia, Colorado, Utah and Connecticut have adopted legislation similar to the CCPA that became effective in 2023, Texas, Montana, Oregon and Florida have adopted such legislation that became effective in 2024, Delaware, Iowa, Maryland, Minnesota, Nebraska, New Hampshire, New Jersey and Tennessee have adopted such legislation that will become effective in 2025, and Indiana, Kentucky and Rhode Island have adopted such legislation that will become effective in 2026.
For example, Virginia, Colorado, Utah and Connecticut have adopted legislation similar to the CCPA that became effective in 2023, Texas, Montana, Oregon and Florida have adopted such legislation that became effective in 2024, Delaware, Iowa, Maryland, Minnesota, Nebraska, New Hampshire, New Jersey and Tennessee have adopted such legislation that became effective in 2025, and Indiana, Kentucky and Rhode Island have adopted such legislation that became effective in 2026.
The legal, regulatory, and policy environments around AI technology are evolving rapidly, and we may become subject to new and evolving legal and other obligations.
The legal, regulatory, and policy environments around AI technology are evolving rapidly, 18 and we may become subject to new and evolving legal and other obligations.
For example, in October 2024, we were informed that another Customer Partner, a top five global OEM that accounted for less than 5% of our revenue in 2024, shifted strategy and would no longer provide mobile technical support using our software resulting in a contract winddown in December 2024.
For example, in October 2024, we were informed that a 16 Customer Partner, a top five global OEM that accounted for less than 5% of our revenue in 2024, shifted strategy and would no longer provide mobile technical support using our software resulting in a contract winddown in December 2024.
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.
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 OTCQB.
Our obligations under our credit facilities and long-term debt are described in Note 9 “Debt Arrangements” and for further information on our leases, see Note 18 “Leases” of the consolidated financial statements contained elsewhere in this Annual Report on Form 10-K.
Our obligations under our credit facilities and long-term debt are described in Note 9 “Debt Arrangements” and for further information on our leases, see Note 15 “Leases” of the consolidated financial statements contained elsewhere in this Annual Report on Form 10-K.
Foreign Corrupt Practices Act of 1977 (the “FCPA”), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the United Kingdom Bribery Act 2010, and possibly other anti-bribery and anti-corruption laws and anti-money laundering laws in countries outside of the United States where we conduct activities.
Foreign Corrupt Practices Act of 1977 (the “FCPA”), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the United Kingdom Bribery Act 2010, and other anti-bribery and anti-corruption laws and anti-money laundering laws, including in countries outside of the United States where we conduct activities.
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 had approximately 179 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.
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.
For the years ended December 31, 2025 and 2024, 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.
For example, if the outputs that our AI technology assists in producing are or are alleged to be deficient, inaccurate, or biased, or if such outputs or their development or deployment, including the collection, use, or other processing of data used to train or create such AI technology, are held or alleged to infringe upon or to have misappropriated third-party intellectual property rights or to violate applicable laws, regulations, or other actual or asserted legal obligations to which we are or may become subject, our business, operating results, financial condition, and growth prospects could be adversely affected.
For example, if the outputs that our AI technology produces are or are alleged to be deficient, inaccurate, or biased, or if such outputs or their development or deployment, including the collection, use, or other processing of data used to train or create such AI technology, are held or alleged to infringe upon or to have misappropriated third-party intellectual property rights or to violate applicable laws, regulations, or other actual or asserted legal obligations to which we are or may become subject, our business, operating results, financial condition, and growth prospects could be adversely affected.
Failure to continue total revenue growth or improve margins could adversely affect our business, financial condition and results of operations. You should not rely on our historical rate of total revenue growth as an indication of our future performance.
Failure to manage total revenue growth or improve margins could adversely affect our business, financial condition and results of operations. You should not rely on our historical rate of total revenue growth as an indication of our future performance.
Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect our business, investments and results of operations. We are subject to laws, regulations and rules enacted by national, regional and local governments and Nasdaq.
Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect our business, investments and results of operations. We are subject to laws, regulations and rules enacted by national, regional and local governments and OTCQB.
As a result, our stockholders may not have access to certain information they 35 may deem important.
As a result, our stockholders may not have access to certain information they may deem important.
While we currently offer our platform solutions in North America, our existing European OEM Customer Partners have asked us to bring our incident-based capabilities to their Consumers in international markets, including Europe and South America.
While we currently offer our platform solutions in North America, our existing Customer Partners have asked us to bring our incident-based capabilities to their Consumers in international markets, including Europe and South America.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

12 edited+72 added−356 removed9 unchanged
Biggest changeChanges in Internal Control over Financial Reporting Other than the identification of the new material weakness related to IT general controls described above and the material weakness remediation efforts underway, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the year ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Biggest changeChanges in Internal Control over Financial Reporting Other than the remediation efforts underway with respect to the material weaknesses described above, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the year ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 58 Inherent Limitations on Effectiveness of Controls and Procedures Our management, including our Chief Executive and Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting were designed to provide reasonable assurance of achieving their objectives.
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.
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 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.
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. 57 I tem 9A. Controls and Procedures.
Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. It em 9B. Other Information. No ne. It em 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. 55 PART III It em 10. Directors, Executive Officers and Corporate Governance.
Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. It em 9B. Other Information. No ne. It em 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. 59 PART III It em 10. Directors, Executive Officers and Corporate Governance.
Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this Annual Report on Form 10-K, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).
Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Principal Executive and Financial Officer, evaluated, as of the end of the period covered by this Annual Report on Form 10-K, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).
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.
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.
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.
Based on that evaluation, and as a result of the material weaknesses in internal control over financial reporting described below, our Principal Executive and Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective at the reasonable assurance level.
Our management, with the participation of our CEO and CFO, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 based on the 2013 framework established in the “Internal Control-Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Our management, with the participation of our Principal Executive and Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the 2013 framework established in the “Internal Control-Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission.
No Attestation Report of the Registered Public Accounting Firm This Annual Report on Form 10-K does not include an auditor attestation of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act because of our status as an “emerging growth company.” Remediation Plan for Material Weaknesses in Internal Control Over Financial Reporting In order to remediate the material weakness identified in connection with the audit of our financial statements for the year ended December 31, 2024, we are in the process of implementing our remediation plan, which includes steps to design and maintain new or revising existing controls to prevent or detect inappropriate user and privileged access to our IT systems.
No Attestation Report of the Registered Public Accounting Firm This Annual Report on Form 10-K does not include an auditor attestation of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act because of our status as an “emerging growth company.” Remediation Plan for Material Weaknesses in Internal Control Over Financial Reporting In order to remediate the previously-identified material weakness related to the design and maintenance of effective control over IT general controls for information systems and user privileges related to the applications relevant to the preparation of our consolidated financial statements, we are in the process of implementing our remediation plan, which includes steps to design and maintain new or revising existing controls to prevent or detect inappropriate user and privileged access to our IT systems.
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.
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.
The previously identified material weakness is related to a lack of evidence of segregation of duties within the accounting and finance function.
We have made progress toward remediation of the previously-identified material weakness related to a lack of evidence of segregation of duties within the accounting and finance function.
Based on the results of its evaluation, management has concluded that our internal control over financial reporting was not effective as of December 31, 2024 because of (i) a material weakness identified in connection with the audit of our financial statements for the year ended December 31, 2024 related to the design and maintenance of effective control over IT general controls for information systems and user privileges related to the applications relevant to the preparation of our consolidated financial statements and (ii) our previously-identified material weakness that has not been remediated as of December 31, 2024.
Based on the results of its evaluation, management has concluded that our internal control over financial reporting was not effective as of December 31, 2025 because of our previously-identified material weaknesses that have not been remediated as of December 31, 2025.
Removed
Inherent Limitations on Effectiveness of Controls and Procedures Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting were designed to provide reasonable assurance of achieving their objectives.
Added
The previously identified material weaknesses are related to a lack of evidence of segregation of duties within the accounting and finance function and the design and maintenance of effective control over IT general controls for information systems and user privileges related to the applications relevant to the preparation of our consolidated financial statements.
Removed
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.
Added
The following table sets forth the names, ages as of March 27, 2026, and certain other information for each of our executive officer and directors: Name Age Position(s) Executive Officer Matthew Booth 56 Chief Executive Officer and Director Non-Employee Directors Gina Domanig (2)(3) 62 Director Suzie Doran (1) 52 Director James Micali (2)(3) 78 Chairman of the Board Ryan Pollock (1) 52 Director Alexandre Zyngier (1) 56 Director (1) Member of audit committee (2) Member of compensation committee (3) Member of nominating and corporate governance committee Executive Officer Matthew Booth.
Removed
It em 11. Executive Compensation. The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference. It em 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.
Added
Mr. Booth has served on our board of directors and as our Chief Executive Officer since August 2022. He has also served in several other roles at Urgent.ly since he joined the Company in 2018, including as Chief Strategy Officer from January 2019 to April 2019 and as Strategic Advisor from August 2018 to January 2019.
Removed
It em 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference. Ite m 14. Principal Accounting Fees and Services.
Added
Booth served as CEO and as an advisor at Connectivity, a customer intelligence solutions company, from July 2013 to July 2018 and in various roles at BIA Kelsey, a media research and consulting firm, from March 2006 to June 2013, including as Chief Strategy Officer and most recently as an advisor from July 2013 to March 2015. Mr.
Removed
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.
Added
Booth received his B.S. in Business (Finance) from Babson College. We believe that Mr. Booth is qualified to serve as a member of our board of directors based on his extensive experience in the software and technology space, his operational expertise and his leadership as our Chief Executive Officer. Non-Employee Directors Gina Domanig . Ms.
Removed
(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.
Added
Domanig has served on our board of directors since January 2020. She is currently the Managing Partner and CEO at Emerald Technology Ventures AG, a clean technology venture capital business that she founded in January 2000 (at that time, part of Sustainable Asset Management AG). Ms.
Removed
Exhibit Number Description 2.1† Agreement and Plan of Merger, dated as of February 9, 2023, by and among Urgent.ly Inc., O.U Odyssey Merger Sub Ltd., and Otonomo Technologies Ltd (incorporated by reference from Annex A of the registrant’s Registration Statement on Form S-4 (File No. 333-271937) filed with the SEC on May 15, 2023). 3.1 Amended and Restated Certificate of Incorporation of Urgent.ly Inc., as currently in effect (incorporated by reference from Exhibit 3.1 to the registrant’s Current Report on Form 8-K (File No. 001-41841) filed with the SEC on October 24, 2023). 3.2 Bylaws of Urgent.ly Inc., as amended, as currently in effect (incorporated by reference from Exhibit 3.2 to the registrant’s Registration Statement on Form S-4 (File No. 333-271937) filed with the SEC on May 15, 2023). 3.3 Specimen Common Stock Certificate of Urgent.ly Inc.
Added
Domanig was previously the Head of Mergers and Acquisitions at Sulzer AG, a Swiss industrial engineering and manufacturing firm, from 1990 to 2000. Ms. Domanig currently serves as a member of the board of directors of several privately-held, Emerald Technology Ventures portfolio companies, including Actnano Inc. and GeoDigital International Inc. Ms.
Removed
(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.
Added
Domanig also currently serves as a board member of Mobiliar Genossenschaft, a Swiss insurance company, and as Executive Co-Chair of Innovation at the World Energy Council. Ms. Domanig received her B.A. in Finance from Arizona State University and her MBA from the Thunderbird School of Global Management at Arizona State University and ESADE in Barcelona, Spain. We believe that Ms.
Removed
(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.
Added
Domanig is qualified to serve on our board of directors due to her extensive experience in the industrial sector and her experience with investments in technology companies. Suzie Doran . Ms. Doran has served on our board of directors since September 2023. She is a partner at SingerLewak, an accounting firm, where she has served since 2008.
Removed
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.
Added
Prior to joining SingerLewak, Ms. Doran was a senior manager at Grant Thornton, LLP from 2004 to 2008, and previously worked at PwC from 1997 to 2004. Ms. Doran currently serves as the governance chair of the board of directors of PrimeGlobal and is the incoming chair of the board of directors of ACG Global. Ms.
Removed
Outside Director Compensation Policy. 10.15† Third Amended and Restated Loan and Security Agreement, dated as of January 19, 2024, by and among Urgent.ly, Inc., the other loan parties party thereto, the lenders party thereto and Ocean II PLO LLC, as administrative and collateral agent (incorporated by reference from Exhibit 10.16 to the registrant’s Annual Report on Form 10-K filed on March 29, 2024). 10.16† Fourth Amendment to Loan and Security Agreement, dated as of January 19, 2024, by and among Urgent.ly, Inc., the other loan parties party thereto, the lenders party thereto and Alter Domus (US) LLC, as administrative and collateral agent (incorporated by reference from Exhibit 10.17 to the registrant’s Annual Report on Form 10-K filed on March 29, 2024). 10.17* First Amendment to Third Amended and Restated Loan and Security Agreement, dated as of December 31, 2024, by and among Urgent.ly, Inc., the other loan parties party thereto, the lenders party thereto and Ocean II PLO LLC, as administrative and collateral agent. 10.18* Fifth Amendment to Loan and Security Agreement, dated as of December 31, 2024, by and among Urgent.ly, Inc., the lenders party thereto and Alter Domus (US) LLC, as administrative and collateral agent. 10.19* Second Amendment to Third Amended and Restated Loan and Security Agreement, dated as of January 31, 2025, by and among Urgent.ly, Inc., the other loan parties party thereto, the lenders party thereto and Ocean II PLO LLC, as administrative and collateral agent. 10.20* Sixth Amendment to Loan and Security Agreement, dated as of January 31, 2025, by and among Urgent.ly, Inc., the lenders party thereto and Alter Domus (US) LLC, as administrative and collateral agent. 10.21* Third Amendment to Third Amended and Restated Loan and Security Agreement, dated as of February 14, 2025, by and among Urgent.ly, Inc., the other loan parties party thereto, the lenders party thereto and Ocean II PLO LLC, as administrative and collateral agent. 10.22* Seventh Amendment to Loan and Security Agreement, dated as of February 14, 2025, by and among Urgent.ly, Inc., the lenders party thereto and Alter Domus (US) LLC, as administrative and collateral agent. 58 10.23 Credit, Security and Guaranty Agreement, dated as of February 26, 2025, by and among Urgent.ly Inc., certain subsidiaries of Urgent.ly Inc., MidCap Funding IV Trust, as agent, and the lenders from time to time party thereto (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on February 26, 2025). 10.24 Eighth Amendment to Loan and Security Agreement, dated as of February 26, 2025, among Urgent.ly, Inc., the lenders party thereto and Alter Domus (US) LLC, as administrative and collateral agent (incorporated by reference from Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on February 26, 2025). 10.25 Purchase Agreement, dated as of February 26, 2025, by and among Urgent.ly Inc. and the investors party thereto (incorporated by reference from Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on February 26, 2025). 10.26 Registration Rights Agreement, dated as of February 26, 2025, by and among Urgent.ly Inc. and the investors party thereto (incorporated by reference from Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed on February 26, 2025). 19.1* Urgent.ly Inc.
Added
Doran received a B.A. in English and Economics with an emphasis in accounting from the University of California at Santa Barbara. We believe that Ms.
Removed
Insider Trading Policy. 21.1* Subsidiaries of Urgent.ly Inc. 23.1* Consent of CohnReznick LLP, independent registered public accounting firm for Urgent.ly Inc. 24.1* Power of Attorney (included on the signature page hereto). 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 . 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 . 32.1*^ Certification of Principal Executive Officer Pursuant to 18 U.S.C.
Added
Doran is qualified to serve as a member of our board of directors based on her strong background in accounting and corporate finance and extensive experience advising public and private companies and boards, including working directly with audit committees in her capacity as an audit partner. 60 James Micali . Mr.
Removed
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.
Added
Micali has served on our board of directors since October 2017. He has been the Principal of Micali Advisory Services since October 2008. Mr. Micali has also been a member and limited partner of Azalea Fund III since 2008 and Azalea Fund IV since 2014, each of private equity firm Azalea Capital LLC.
Removed
Compensation Recovery Policy (incorporated by reference from Exhibit 97.1 to the registrant’s Annual Report on Form 10-K filed on March 29, 2024). 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document with Embedded Linkbases Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) † Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).
Added
He served as Chairman and President of Michelin North America, Inc. from 1996 until his retirement in 2008. Following his retirement, Mr. Micali stayed on as a consultant to Michelin through 2009. From 1977 through 1996 he served in several positions at Michelin North America, Inc., including General Counsel and Executive Vice President of Legal and Finance. Since 2011, Mr.
Removed
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.
Added
Micali has served as Chair and a member of the board of directors of GVD Corporation, a privately held company in the chemical and semiconductor chip industry. Mr. Micali previously served as a member of the board of directors of American Tire Distributors, Inc., a privately held company in the automotive parts and supplies industry, from 2018 through May 2025.
Removed
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.
Added
He previously served as a member of the board of directors of Sonoco Products Company, a packing solutions company, from 2003 through June 2022, including service on Sonoco Products Company’s audit committee and nominating and governance committee. Previously, he served on the board of directors of SCANA Corporation, Lafarge North America and Ritchie Bros. Auctioneers. Mr.
Removed
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.
Added
Micali also previously served as a director of the South Carolina Ports Authority and chair of the South Carolina Chamber of Commerce. Mr. Micali received his B.A. from Lake Forest College and his J.D. from Boston College Law School. We believe that Mr.
Removed
Huffmyer, his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Annual Report on Form 10-K and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this Annual Report on Form 10-K or any amendments hereto in the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Added
Micali is qualified to serve as a member of our board of directors based on his extensive leadership experience in the automotive industry and corporate governance experience as a director of both privately-held and public companies. Ryan Pollock. Mr. Pollock has served on our board of directors since November 2019. Mr.
Removed
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
Added
Pollock has been the Founder and Managing Partner of Unifi Ventures, LLC, a venture capital firm, since January 2025. He has also served as Managing Partner at Iron Gate Capital, LLC, a venture capital and private equity firm, since March 2013. Prior to joining Iron Gate Capital, LLC, Mr.
Removed
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.
Added
Pollock was a managing director at Meritage Funds, a venture capital and private equity firm, from 2004 to 2013 and held several management positions at Investec Asset Management, a global investment company, from 1995 to 2002. Mr. Pollock currently serves as a member of the board of directors of several privately-held companies, including Liqid, Inc., RemoteLock, and HZO.
Removed
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.
Added
He previously served as a member of the board of directors of Nogin, as well as Acustream, Integrated, Kapost and Central Logic. Mr.
Removed
Micali /s/ Ryan Pollock Director March 14, 2025 Ryan Pollock /s/ Benjamin Volkow Director March 14, 2025 Benjamin Volkow /s/ Alexandre Zyngier Director March 14, 2025 Alexandre Zyngier 60 Rep ort of Independent Registered Public Accounting Firm Board of Directors and Shareholders Urgent.ly Inc.
Added
Pollock received his B.B.S. in Finance from the University of Cape Town in South Africa, a Diploma in Social Studies in International Economics, Politics and Philosophy from Oxford University and his MBA with a specialization in Venture Capital from the University of Texas at Austin. We believe that Mr.
Removed
Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Urgent.ly Inc.
Added
Pollock is qualified to serve as a member of our board of directors based on his leadership experience, particularly in growth-stage companies. Alexandre Zyngier . Mr. Zyngier has served on our board of directors since January 2025. Mr. Zyngier has served as the Managing Director and Founder of Batuta Capital Advisors LLC, a private investment and advisory firm, since 2013.
Removed
(the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive income (loss), redeemable convertible preferred stock and stockholders’ equity (deficit) and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).
Added
He currently serves as a member of the board of directors of Beyond Meat Inc., a producer of plant based meat alternatives, Unifin Financiera SAB de CV, a Mexican finance company, Nu Ride Inc., a reorganized company pursuing certain caused of action and potential combinations or acquisitions, Slam Corp, a special purpose acquisition company, COFINA Puerto Rico, the taxing authority of Puerto Rico, Atari SA, a video game company, and certain other private entities.
Removed
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.
Added
Zyngier previously served on the board of directors of Lazyday Holdings Inc., a recreational vehicle (RV) dealership group, Slam Corp, a special purpose acquisition company, Arrival SA, an electric vehicle manufacturer, Appvion Holding Corp, a private paper and packaging company, GT Advanced Technologies Inc., a private advanced materials company, Torchlight Energy Resources Inc., a public exploration and production company, Eileen Fisher Inc., a private retail company, AudioEye, Inc, a public software company, and certain other public and private companies.
Removed
The Company’s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
Added
Mr. Zyngier received his MBA in Finance and Accounting from the University of Chicago. We believe that Mr. Zyngier is qualified to serve on our board of directors based on his investment experience and corporate governance experience as a director of both privately-held and public companies.
Removed
As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations since inception, has a net capital deficiency and is dependent on debt and equity financing to fund operating shortfalls in the absence of another source of financing. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
Added
Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires that our directors and executive officers, and persons who own more than 10% of our common stock, file reports of ownership and changes in ownership with the SEC.
Removed
Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
Added
Based on our review of such filings and written representations from certain reporting persons that no Form 5 is required, we believe that during the fiscal year ended December 31, 2024, all directors, executive officers, and greater than 10% stockholders complied with all Section 16(a) filing requirements applicable to them on a timely basis.
Removed
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
Added
Composition of the Board Our board of directors currently consists of six directors, five of whom are independent under the listing standards of the OTCQB. Our board of directors is designated into three classes designated as Class I, Class II and Class III, each with a staggered three-year 61 term.
Removed
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Added
Thus, at each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring.
Removed
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
Added
Our directors are divided among the three classes as follows: • The Class I directors are Gina Domanig and Ryan Pollock, and their terms will expire at the annual meeting of stockholders to be held in 2027; • The Class II directors are Suzie Doran and James Micali, and their terms will expire at the annual meeting of stockholders to be held in 2028; and • The Class III directors are Matthew Booth and Alexandre Zyngier, and their terms will expire at the annual meeting of stockholders to be held in 2026.
Removed
Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Added
Director Independence Our common stock is listed on the OTCQB but we adhere to the definition of independence prescribed by Nasdaq. Under Nasdaq rules, a company is required to maintain a board composed of a majority of independent directors as determined affirmatively by its board.
Removed
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.
Added
Further, pursuant to Nasdaq rules, a director will only qualify as an independent director if, in the opinion of that listed company’s board of directors, the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Removed
Con solidated Balance Sheets (in thousands, except share and par value data) December 31, 2024 December 31, 2023 Assets Current assets: Cash and cash equivalents $ 14,054 $ 37,699 Restricted cash 125 557 Short-term deposits — 10,539 Marketable securities — 20,816 Accounts receivable, net of allowance for expected losses of $ 747 and $ 27 at December 31, 2024 and 2023, respectively 22,890 33,905 Prepaid expenses and other current assets 3,687 4,349 Total current assets 40,756 107,865 Right-of-use assets 810 2,437 Property and equipment, net of accumulated depreciation of $ 405 and $ 938 at December 31, 2024 and 2023, respectively 1,577 871 Capitalized software costs, net of accumulated amortization of $ 810 and $ 887 at December 31, 2024 and 2023, respectively 4,637 — Intangible assets, net of accumulated amortization of $ 2,008 and $ 882 at December 31, 2024 and 2023, respectively 4,396 9,283 Other non-current assets 1,895 738 Total assets $ 54,071 $ 121,194 Liabilities and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable $ 2,900 $ 4,478 Accrued expenses 19,838 22,274 Deferred revenue, current 153 456 Current lease liabilities 446 710 Current portion of long-term debt, net 14,257 3,193 Total current liabilities 37,594 31,111 Long-term lease liabilities 466 2,045 Long-term debt, net 39,883 66,076 Other long-term liabilities 7,798 12,358 Total liabilities 85,741 111,590 Stockholders’ equity (deficit): Common stock, par value $ 0.001 ; 1,000,000,000 shares authorized, 13,499,676 and 13,311,927 issued and outstanding at December 31, 2024 and 2023, respectively 14 13 Additional paid-in capital 167,112 164,920 Accumulated deficit ( 198,796 ) ( 154,769 ) Accumulated other comprehensive loss — ( 560 ) Total stockholders’ equity (deficit) ( 31,670 ) 9,604 Total liabilities and stockholders’ equity (deficit) $ 54,071 $ 121,194 The accompanying notes are an integral part of these consolidated financial statements.
Added
In addition, Nasdaq rules require that, subject to specified exceptions, each member of a company’s audit, compensation, and nominating and corporate governance committees be independent.

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