SEC Comment Letter 0000000000-23-008737 to Urgent.ly Inc. (ULY)
Urgent.ly Inc.
Date: Aug. 10, 2023 · CIK: 0001603652 · Accession: 0000000000-23-008737
AI Filing Summary & Sentiment
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File numbers found in text: 333-273463
Letter
United States securities and exchange commission logo August 10, 2023 Matthew Booth Chief Executive Officer Urgent.ly Inc. 8609 Westwood Center Drive, Suite 810 Vienna, VA 22182 Re:Urgent.ly Inc. Registration Statement on Form S-1 Filed July 27, 2023 File No. 333-273463 Dear Matthew Booth: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Form S-1 filed July 27, 2023 Cover Page 1.You disclose on the cover page that you are registering up to 330,925,660 shares of common stock, including 47,769,981 shares issuable upon the conversion of warrants. On page 5, however, you state that you are registering up to 330,925,660 shares of common stock, including Warrant Shares and Convertible Note Shares. Please revise your disclosure to state consistently if you are registering shares of common stock underlying your outstanding convertible notes.
FirstName LastNameMatthew Booth Comapany NameUrgent.ly Inc. August 10, 2023 Page 2 FirstName LastName Matthew Booth Urgent.ly Inc. August 10, 2023 Page 2 Selling Securityholders, page 120 2.Please revise the selling securityholder table by removing the row "All other Selling Securityholders" and including the name of each selling securityholder. Refer to Item 5.07 of Regulation S-K. Also, please ensure that you have disclosed the natural person or persons who have voting and investment control of the shares to be offered for resale by each of the legal entities included in the table. Refer to Question 140.02 of the Regulation S-K Compliance & Disclosure Interpretations. Finally, tell us whether any of the selling securityholders are broker-dealers or affiliates of a broker-dealer. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Matthew Derby, Legal Branch Chief, at (202) 551-3334 with any other questions. Sincerely, Division of Corporation Finance Office of Technology
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United States securities and exchange commission logo
August 10, 2023
Matthew Booth
Chief Executive Officer
Urgent.ly Inc.
8609 Westwood Center Drive, Suite 810
Vienna, VA 22182
Re:Urgent.ly Inc.
Registration Statement on Form S-1
Filed July 27, 2023
File No. 333-273463
Dear Matthew Booth:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed July 27, 2023
Cover Page
1.You disclose on the cover page that you are registering up to 330,925,660 shares of
common stock, including 47,769,981 shares issuable upon the conversion of warrants. On
page 5, however, you state that you are registering up to 330,925,660 shares of common
stock, including Warrant Shares and Convertible Note Shares. Please revise your
disclosure to state consistently if you are registering shares of common stock underlying
your outstanding convertible notes.
FirstName LastNameMatthew Booth
Comapany NameUrgent.ly Inc.
August 10, 2023 Page 2
FirstName LastName
Matthew Booth
Urgent.ly Inc.
August 10, 2023
Page 2
Selling Securityholders, page 120
2.Please revise the selling securityholder table by removing the row "All other Selling
Securityholders" and including the name of each selling securityholder. Refer to Item
5.07 of Regulation S-K. Also, please ensure that you have disclosed the natural
person or persons who have voting and investment control of the shares to be offered for
resale by each of the legal entities included in the table. Refer to Question 140.02 of the
Regulation S-K Compliance & Disclosure Interpretations. Finally, tell us whether any of
the selling securityholders are broker-dealers or affiliates of a broker-dealer.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Matthew Derby,
Legal Branch Chief, at (202) 551-3334 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology