SEC Comment Letter 0000000000-23-009191 to Urgent.ly Inc. (ULY)
Urgent.ly Inc.
Date: Aug. 22, 2023 · CIK: 0001603652 · Accession: 0000000000-23-009191
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File numbers found in text: 333-271937
Letter
United States securities and exchange commission logo August 22, 2023 Matthew Booth Chief Executive Officer Urgent.ly Inc. 8609 Westwood Center Drive, Suite 810 Vienna, VA 22182 Re:Urgent.ly Inc. Post-Effective Amendment No. 1 to Form S-4 Filed August 14, 2023 File No. 333-271937 Dear Matthew Booth: We have limited our review of your registration statement to those issues we have addressed in our comment. In our comment, 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 comment applies 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 this comment, we may have additional comments. Post-Effective Amendment No. 1 to Form S-4 Risk Factors Urgently has previously identified a material weakness..., page 54 1.You disclose that the material weakness in Urgently's internal control over financial reporting was identified in connection with the audit of Urgently’s financial statements for the years ended December 31, 2021 and 2022. Please tell us why the weakness was not disclosed in the company's S-4 that went effective on July 14, 2023. Explain whether the failure to disclose the weakness is an indicator of other material weaknesses that would require disclosure and remediation. Also, tell us whether you believe Urgently's disclosure controls and procedures were effective at the time the S-4 was being prepared and, if not, what consideration you have given to addressing the ineffectiveness of such controls in your risk factor section.
FirstName LastNameMatthew Booth Comapany NameUrgent.ly Inc. August 22, 2023 Page 2 FirstName LastName Matthew Booth Urgent.ly Inc. August 22, 2023 Page 2 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. You may contact Amanda Kim, Senior Staff Accountant, at (202) 551-3241 or Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding comments on the financial statements and related matters. Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other questions. Sincerely, Division of Corporation Finance Office of Technology
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United States securities and exchange commission logo
August 22, 2023
Matthew Booth
Chief Executive Officer
Urgent.ly Inc.
8609 Westwood Center Drive, Suite 810
Vienna, VA 22182
Re:Urgent.ly Inc.
Post-Effective Amendment No. 1 to Form S-4
Filed August 14, 2023
File No. 333-271937
Dear Matthew Booth:
We have limited our review of your registration statement to those issues we have
addressed in our comment. In our comment, 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 comment applies 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 this comment, we may have additional comments.
Post-Effective Amendment No. 1 to Form S-4
Risk Factors
Urgently has previously identified a material weakness..., page 54
1.You disclose that the material weakness in Urgently's internal control over financial
reporting was identified in connection with the audit of Urgently’s financial statements for
the years ended December 31, 2021 and 2022. Please tell us why the weakness was not
disclosed in the company's S-4 that went effective on July 14, 2023. Explain whether the
failure to disclose the weakness is an indicator of other material weaknesses that would
require disclosure and remediation. Also, tell us whether you believe Urgently's disclosure
controls and procedures were effective at the time the S-4 was being prepared and, if not,
what consideration you have given to addressing the ineffectiveness of such controls in
your risk factor section.
FirstName LastNameMatthew Booth
Comapany NameUrgent.ly Inc.
August 22, 2023 Page 2
FirstName LastName
Matthew Booth
Urgent.ly Inc.
August 22, 2023
Page 2
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.
You may contact Amanda Kim, Senior Staff Accountant, at (202) 551-3241 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Larry Spirgel, Office Chief, at (202) 551-3815 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology