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CORRESP Filing

Urgent.ly Inc.
Date: July 11, 2025 · CIK: 0001603652 · Accession: 0000950170-25-095207

Offering / Registration Process

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File numbers found in text: 333-288522

Date
July 11, 2025
Author
/s/ Michael H. Port
Form
CORRESP
Company
Urgent.ly Inc.

Letter

Re: Urgent.ly Inc.

July 11, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Matthew Crispino

Registration Statement on Form S-3

(File No. 333-288522)

Acceleration Request

Requested Date: Friday, July 11, 2025

Requested Time: 4:00 P.M. Eastern Time

Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Urgent.ly Inc. (the “ Company ”) hereby requests that the above-referenced Registration Statement on Form S-3 (the “ Registration Statement ”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling David G. Sharon at (212) 453-2842. [Signature page follows]

Securities and Exchange Commission July 11, 2025 Page 2

Sincerely,
URGENT.LY INC.

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CORRESP
 1
 filename1.htm

 CORRESP

 July 11, 2025 VIA EDGAR   U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-3720   Attention: Matthew Crispino

 Re:
 Urgent.ly Inc.

 Registration Statement on Form S-3

 (File No. 333-288522)

 Acceleration Request

 Requested Date:
 Friday, July 11, 2025

 Requested Time:
 4:00 P.M. Eastern Time

   Ladies and Gentlemen:   Pursuant to Rule 461 under the Securities Act of 1933, as amended, Urgent.ly Inc. (the “ Company ”) hereby requests that the above-referenced Registration Statement on Form S-3 (the “ Registration Statement ”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling David G. Sharon at (212) 453-2842.   [Signature page follows]

 Securities and Exchange Commission July 11, 2025 Page 2

 Sincerely,

   URGENT.LY INC.

   /s/ Michael H. Port

 Michael H. Port

 Chief Financial Officer

 cc:
 Matthew Booth, Urgent.ly Inc.

 Robert O’Connor, Esq., Wilson Sonsini Goodrich & Rosati, P.C.

 Mark B. Baudler, Esq., Wilson Sonsini Goodrich & Rosati, P.C.

 Lianna C. Whittleton, Esq., Wilson Sonsini Goodrich & Rosati, P.C.

 David G. Sharon, Esq., Wilson Sonsini Goodrich & Rosati, P.C.