SEC Comment Letter 0000000000-23-010766 to Urgent.ly Inc. (ULY)
Urgent.ly Inc.
Date: Sept. 29, 2023 · CIK: 0001603652 · Accession: 0000000000-23-010766
AI Filing Summary & Sentiment
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File numbers found in text: 333-273463
Letter
United States securities and exchange commission logo September 29, 2023 Matthew Booth Chief Executive Officer Urgent.ly Inc. 8609 Westwood Center Drive, Suite 810 Vienna, VA 22182 Re:Urgent.ly Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed September 27, 2023 File No. 333-273463 Dear Matthew Booth: We have reviewed your amended registration statement and have the following 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. Unless we note otherwise, our references to prior comments are to comments in our August 10, 2023 letter. Amendment No. 1 to Registration Statement on Form S-1 Selling Securityholders, page 125 1.We note your response to prior comment 2 and reissue it in part. Please revise to disclose 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. Also, identify any selling stockholder that is a registered broker-dealer or an affiliate of a broker-dealer. Please note that a registration statement registering the resale of shares being offered by a broker-dealer must identify the broker-dealer as an underwriter if the shares were not issued as underwriting compensation. For a selling stockholder that is an affiliate of a broker-dealer, your prospectus must state, if true, that: (1) the seller
FirstName LastNameMatthew Booth Comapany NameUrgent.ly Inc. September 29, 2023 Page 2 FirstName LastName Matthew Booth Urgent.ly Inc. September 29, 2023 Page 2 purchased the securities in the ordinary course of business; and (2) at the time of purchase of the securities you are registering for resale, the seller had no agreements or understandings, directly or indirectly, with any person, to distribute the securities. If you are unable to make these statements in the prospectus, please disclose that the selling stockholder is an underwriter. 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
September 29, 2023
Matthew Booth
Chief Executive Officer
Urgent.ly Inc.
8609 Westwood Center Drive, Suite 810
Vienna, VA 22182
Re:Urgent.ly Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 27, 2023
File No. 333-273463
Dear Matthew Booth:
We have reviewed your amended registration statement and have the following
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. Unless we note
otherwise, our references to prior comments are to comments in our August 10, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
Selling Securityholders, page 125
1.We note your response to prior comment 2 and reissue it in part. Please revise to
disclose 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.
Also, identify any selling stockholder that is a registered broker-dealer or an affiliate of
a broker-dealer. Please note that a registration statement registering the resale of shares
being offered by a broker-dealer must identify the broker-dealer as an underwriter if the
shares were not issued as underwriting compensation. For a selling stockholder that is
an affiliate of a broker-dealer, your prospectus must state, if true, that: (1) the seller
FirstName LastNameMatthew Booth
Comapany NameUrgent.ly Inc.
September 29, 2023 Page 2
FirstName LastName
Matthew Booth
Urgent.ly Inc.
September 29, 2023
Page 2
purchased the securities in the ordinary course of business; and (2) at the time of purchase
of the securities you are registering for resale, the seller had no agreements or
understandings, directly or indirectly, with any person, to distribute the securities. If you
are unable to make these statements in the prospectus, please disclose that the selling
stockholder is an underwriter.
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