Urgent.ly Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Urgent.ly Inc. has filed its 2023 10-K, detailing its financial structure and key operational dates.</b>

AI Summary

Urgent.ly Inc. (ULY) filed a Annual Report (10-K) with the SEC on March 29, 2024. Urgent.ly Inc. filed its 2023 Form 10-K on March 29, 2024, reporting on its fiscal year ending December 31, 2023. The filing details various financial instruments including convertible promissory notes, term loans, and preferred stock series. Key dates mentioned include the issuance and amendment dates for several loan facilities and convertible notes throughout 2021, 2022, and 2023. The company's business address is 8609 Westwood Center Drive, Suite 810, Vienna, VA 22182, with a business phone number of 571-350-3600. The filing references specific entities such as Highbridge Capital, Otonomo Technologies Ltd, and various stock and incentive plans.

Why It Matters

For investors and stakeholders tracking Urgent.ly Inc., this filing contains several important signals. This 10-K filing provides a comprehensive overview of Urgent.ly's financial obligations and capital structure, including significant term loans and convertible notes, which are crucial for understanding the company's financial health and future funding needs. The detailed timelines of loan amendments and issuances, such as the Highbridge Term Loan and Structural Capital Term Loan, highlight the company's ongoing efforts to manage its debt and capital, impacting its operational flexibility and risk profile.

Risk Assessment

Risk Level: medium — Urgent.ly Inc. shows moderate risk based on this filing. The company's financial structure involves multiple convertible promissory notes and term loans, indicating a potentially complex debt profile and associated financial risks.

Analyst Insight

Investors should carefully review the debt covenants and maturity dates associated with the various convertible notes and term loans detailed in the 10-K to assess the company's financial stability.

Key Numbers

• 2023-12-31 — Fiscal Year End (The period covered by the 10-K filing.)
• 2024-03-29 — Filing Date (Date the 10-K was filed with the SEC.)
• 0000950170-24-038666 — Accession Number (Unique identifier for the filing.)
• 001-41841 — SEC File Number (SEC's file number for Urgent.ly Inc.)

Key Players & Entities

• Urgent.ly Inc. (company) — Filer of the 10-K report.
• Highbridge Capital (company) — Mentioned in relation to term loans.
• Otonomo Technologies Ltd (company) — Mentioned in relation to general and administrative expenses.
• 2023-12-31 (date) — Fiscal year end date for the 10-K filing.
• 2024-03-29 (date) — Filing date of the 10-K.
• 8609 Westwood Center Drive, Suite 810, Vienna, VA 22182 (address) — Company's business and mailing address.
• 571-350-3600 (phone_number) — Company's business phone number.
• 10-K (document) — Type of filing submitted.

FAQ

Risk Factors

• Derivative Liability [medium — financial]: The company has a derivative liability, with fair value measurements recurring and classified under Level 3 inputs as of December 31, 2022, and December 31, 2023.
• Convertible Promissory Notes and Term Loans [medium — financial]: The filing extensively details various convertible promissory notes and term loans, including Highbridge Capital Term Loan and Structural Capital Term Loan, with multiple amendments and specific dates of issuance and modification.
• Redeemable Convertible Preferred Stock [medium — financial]: The company has Redeemable Convertible Preferred Stock Series Seed, with activity noted between January 1, 2022, and December 31, 2022.

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share ULY NASDAQ Securities r
• $3.17 — er 29, 2023, as reported on Nasdaq , is $3.17. Common stock held by each officer and
• $25 billion — ssistance market is currently valued at $25 billion (Vehicle and Roadside Market, FactMR (2
• $100 billion — nabling services—will grow to more than $100 billion by 2030 (Ptolemus Consulting Group, May

Filing Documents

• uly-20231231.htm (10-K) — 3231KB
• uly-ex4_1.htm (EX-4.1) — 66KB
• uly-ex10_16.htm (EX-10.16) — 647KB
• uly-ex10_17.htm (EX-10.17) — 94KB
• uly-ex21_1.htm (EX-21.1) — 18KB
• uly-ex23_1.htm (EX-23.1) — 4KB
• uly-ex31_1.htm (EX-31.1) — 14KB
• uly-ex31_2.htm (EX-31.2) — 14KB
• uly-ex32_1.htm (EX-32.1) — 9KB
• uly-ex32_2.htm (EX-32.2) — 9KB
• uly-ex97_1.htm (EX-97.1) — 45KB
• img147316329_0.jpg (GRAPHIC) — 130KB
• 0000950170-24-038666.txt (&nbsp;) — 15052KB
• uly-20231231.xsd (EX-101.SCH) — 1943KB
• uly-20231231_htm.xml (XML) — 2455KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 9 Item 1B. Unresolved Staff Comments 40 Item 1C. Cybersecurity 40 Item 2.

Properties

Properties 41 Item 3.

Legal Proceedings

Legal Proceedings 41 Item 4. Mine Safety Disclosures 41 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 42 Item 6. [Reserved] 43 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 44 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 55 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 56 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 56 Item 9A.

Controls and Procedures

Controls and Procedures 56 Item 9B. Other Information 57 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 57 PART III Item 10. Directors, Executive Officers and Corporate Governance 58 Item 11.

Executive Compensation

Executive Compensation 58 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 58 Item 13. Certain Relationships and Related Transactions, and Director Independence 58 Item 14. Principal Accounting Fees and Services 58 PART IV Item 15. Exhibits, Financial Statement Schedules 59 Item 16. Form 10-K Summary 61 i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains or may contain "forward-looking statements" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act of 1934, as amended (the "Exchange Act"), which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. Forward-looking terms such as "may," "will," "could," "should," "would," "plan," "potential," "intend," "anticipate," "project," "predict," "target," "believe," "continue," "estimate" or "expect" or the negative of these words or other words, terms and phrases of similar nature are often intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements contained in this Annual Report on Form 10-K include statements related to: our ability to acquire and retain new Customer Partners (as defined below), and to do so in a cost-effective manner; our competitive position in the mobility assistance industry and our ability to maintain and grow our market position against current and future competitors; technological advances in the mobility assistance industry and the impact of artificial intelligence ("AI"); our history of losses and expectations regarding operating losses for the foreseeable future; our need for additional capital, and the availability of such additional capital on acceptable terms or at all; our substantial dependence on a limited numbe

Business

Item 1. Business . Unless the context otherwise requires, all references in this section to the "Company," "we," "us," or "our" refer to (a) the business of Urgent.ly Inc. and its subsidiaries prior to the October 19, 2023 merger with Otonomo Technologies Ltd. or (b) Urgent.ly Inc. together with its consolidated subsidiaries, after the consummation of that merger. Overview We are a leading connected mobility assistance software platform, matching vehicle owners and operators with service professionals who deliver traditional roadside assistance, proactive maintenance and repair services. The traditional experience of a vehicle breakdown is often stressful and inconvenient for stranded drivers, compounded by processes that lack transparency and lead to long wait times. We offer an innovative alternative to this traditional experience, leveraging our digitally native software platform to match supply and demand in our network and deliver exceptional mobility assistance experiences at scale. At the time of our founding in 2013, we were an early technology innovator in the roadside assistance industry, offering a software platform to individual drivers enabling a digitized alternative for obtaining roadside assistance on a direct-to-consumer basis. However, we quickly discovered a significant opportunity to work with enterprise customers and offer bundled services to their fleet and retail consumers. 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. Our Customer Partners offer roadside assistance as a service to their customers, our end-users or Consumers, and typically partner with third parties to fulfill these services. The Urgently platfor

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View this 10-K filing on SEC EDGAR