SecProbe.io

CORRESP
1
filename1.htm

CORRESP

Wilson Sonsini Goodrich & Rosati

Professional Corporation

 One Market Plaza

Spear Tower, Suite 3300

 San Francisco, California 94105-1126

O : 415.947.2000

 F:
866.974.7329

 May 15, 2023

VIA EDGAR AND OVERNIGHT DELIVERY

 Securities and
Exchange Commission

 Division of Corporation Finance

 Office
of Technology

 100 F Street, N.E.

 Washington, D.C.
20549-3720

Attention:
 Amanda Kim

Stephen Krikorian

 Matthew
Crispino

 Larry Spirgel

Re:
 Urgent.ly Inc.

Draft Registration Statement on Form S-4

Submitted February 14, 2023

CIK No. 0001603652

 Ladies and
Gentlemen:

 On behalf of our client, Urgent.ly Inc. (the “Company” or “Urgently”), we submit this letter
in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated March 10, 2023 (the “Comment Letter”), relating
to the above referenced Draft Registration Statement on Form S-4 (the “Draft Registration Statement”). We are concurrently submitting via EDGAR this letter and a revised Registration Statement
(the “Registration Statement”). For the Staff’s reference, we have included both a clean copy of the Registration Statement and a copy marked to show all changes from the version confidentially submitted on February 14,
2023.

 In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the
Company’s response. Except for the page references contained in the comments of the Staff, or as otherwise specifically indicated, page references herein correspond to the page of the revised Registration Statement.

Draft Registration Statement on Form S-4

Q. Who is Urgently?, page 8

1.
 Please balance the disclosure by prominently disclosing Urgently’s history of losses
and the going concern language in Urgently’s auditor’s report.

AUSTIN    BEIJING    BOSTON    BOULDER    BRUSSELS
  HONG KONG    LONDON    LOS ANGELES    NEW YORK    PALO ALTO

SALT LAKE CITY    SAN DIEGO    SAN
FRANCISCO    SEATTLE    SHANGHAI    WASHINGTON, DC    WILMINGTON, DE

 Securities and Exchange Commission

May 15, 2023

  Page
 2

 The Company respectfully advises the Staff that in response to the Staff’s comment, the
Company has revised the disclosures on pages 8 and 19 of the Registration Statement.

 Questions and Answers about the Merger and the Special
Meeting, page 8

2.
 Please add a question and answer that addresses the positive and negative factors that the Otonomo board
considered when determining to enter into the merger and its rationale for approving the transaction.

 The
Company respectfully advises the Staff that in response to the Staff’s comment, the Company has revised the disclosures on pages 15 and 16 of the Registration Statement to include a question and answer addressing the positive and negative
factors that the Otonomo board considered when determining to enter into the Merger, and its rationale for approving the transaction.

 Q: What vote
of Otonomo shareholders is required to approve the Merger Proposal and the M&A Retention Bonus Proposal at the Special Meeting?, page 15

3.
 Please quantify the percentage of Otonomo shares owned by stockholders who have already agreed to
vote to approve each of the proposals at the special meeting. In addition, please clarify the percentage of the remaining shares required to approve each of the proposals.

The Company respectfully advises the Staff that in response to the Staff’s comments, the Company has revised the disclosures on page 15 of
the Registration Statement to provide, as of the record date for the Special Meeting (a) the percentage of Otonomo shares owned by Otonomo’s shareholders who have already agreed to vote to approve the Merger Proposal at the special general
meeting and (b) the percentage of the remaining shares required to approve the Merger Proposal. The Company respectfully advises the Staff that the Voting Agreement signed by Otonomo shareholders does not commit such shareholders to approve the
M&A Retention Bonus Proposal.

 The Merger

Opinion of Duff & Phelps to the Otonomo Board, page 114

4.
 We note the disclosure that the opinion was furnished for the use and benefit of the Otonomo Board in
connection with their consideration of the Merger and was not intended to, and does not, confer any rights or remedies upon any other person, and was not intended to be used, and may not be used, by any other person or for any other purpose, without
Duff & Phelps’ express consent. Please also refer to similar language contained in the fairness opinion. This disclosure suggests that shareholders may not consider or rely on the information in the opinion. Please
delete the limitation or revise the opinion to include an express consent for reliance by Duff & Phelps.

The Company respectfully advises the Staff that in response to the Staff’s comments, Duff & Phelps has revised its opinion on page F-5
of Annex F to the Registration Statement, and the Company has revised the disclosures on pages 22 and 148 of the Registration Statement, to remove such qualifying language.

 Securities and Exchange Commission

May 15, 2023

  Page
 3

 Certain Unaudited Forecasted Financial Information

Urgently Management Assumptions with respect to Urgently, page 126

5.
 We note your disclosure that the financial projections are based on various assumptions. Please expand to
disclose whether the projections are in line with historic operating trends. Address why the change in trends is appropriate or assumptions are reasonable. Clearly describe the basis for projecting this growth and the factors or contingencies that
would affect such growth ultimately materializing.

 The Company respectfully advises the Staff that in response
to the Staff’s comments, the Company has revised the disclosures on pages 156 and 157 of the Registration Statement.

 Our Facilities,
page 165

6.
 Please file Urgently’s material leases as exhibits to the registration statement. Refer to
Item 601(b)(10) of Regulation S-K.

 The Company acknowledges
the Staff’s comment and respectfully advises the Staff that its corporate headquarters lease agreement has been filed with the Registration Statement as an exhibit to the Registration Statement. The Company does not have other material leases
that are required to be filed under Item 601(b)(10) of Regulation S-K.

 Overview, page 169

7.
 We note your disclosure that you had more than 50 Customer Partners and more than 80,000
participating Service Provider vehicles in your network as of December 31, 2022. Please disclose the actual number of your Customer Partners and Service Providers as of December 31, 2022 and provide comparative data for the year ended
December 31, 2021.

 The Company respectfully advises the Staff that in response to the Staff’s comment,
the Company has revised the disclosures on pages 195, 200, 201 and 206 of the Registration Statement to provide the actual number of Customer Partners and Service Providers as of December 31, 2022 and 2021.

Urgently’s Management Discussion and Analysis of Financial Condition and Results of Operations, page 169

8.
 Please tell us whether Urgently’s management uses any key metrics to
monitor or evaluate the key factors that affect the company’s performance or manage its business. If Urgently does use any key metrics, please tell us your consideration of disclosing these measures for each of the periods presented. Refer
to SEC Release No. 33-10751.

 The Company respectfully acknowledges
the Staff’s comment. The Company uses the following key metrics to evaluate the key factors that affect the Company’s performance and the way the business is managed: Consumer Ratings and Number of Dispatches.

 Securities and Exchange Commission

May 15, 2023

  Page
 4

 The Company respectfully advises the Staff that in response to the Staff’s comment, the
Company has revised the disclosures on page 209 of the Registration Statement.

 Components of Results of Operations, page 172

9.
 Please describe in details the expenses classified as “Operations and support”. Clearly
explain why each material expense component is not a cost of revenue.

 The Company acknowledges the Staff’s
comment and respectfully advises the Staff that it has outlined below the material expense items classified as “Operations and Support”. Additionally, the Company has revised the disclosure on page F-15 of the Registration Statement in
response to the Staff’s comment.

•

 Operations Management – Consists of employee and employee related costs providing executive and
management oversight to the operational functions of the business including the expenses listed below in this response. These expenses are all administrative in nature and are not required to fulfill our contract obligations, and therefore, are not
allocated to cost of revenue.

•

 Training and Development – Consists of employee, employee related expenses and certain technology
tools and platforms used with the training and development team. This team is responsible for authoring training materials and training our employees and any third-party business process organizations that the company may use from time to time. The
goal of this team is to improve efficiency throughout the Company’s processes. The training can relate to service delivery or any administrative function within the Company. These expenses are all administrative in nature and not required to
fulfill our contract obligations, and therefore, are not allocated to cost of revenue.

•

 Network Operations – Consists of employee, employee related expenses and certain technology tools and
platforms used within the network team. This team is responsible for the Service Provider network and overall relationship management for over 14,000 companies that service the Company’s dispatches. This team is responsible for recruiting,
negotiating, onboarding, and providing billing and administrative support for this network. The goal of this team is to improve the Service Provider’s experience when working with the Company, so they provide superior service compared to our
competitors. These expenses are administrative in nature and not required to fulfill our contract obligations, and therefore, are not allocated to cost of revenue.

•

 Workforce Management – Consists of employee, employee related expenses and certain technology tools
and platforms used within the workforce management team. This team is responsible for resource planning with our internal and external business process organizations. The goal of this team is to provide a future view of resources needed within the
company to support expected business activity. These expenses are administrative in nature and not required to fulfill our contract obligations, and therefore, are not allocated to cost of revenue.

•

 Job Management – Consists of employee, employee related expenses, business process organization
resources and certain tools and platforms used within the job management team. This team is responsible for providing timely responses for any inquiries or concerns from Customer Partners, Service Providers, and Consumers through electronic chat
functions and occasionally phone. Additionally, certain back-end alerts related to dispatches are monitored and cleared to ensure the Consumer has a positive experience, in turn providing superior service for our Customer Partners. We have invested
in job management resources to improve our Customer Partner, Service Provider and Consumer experiences, resulting in an improved CSAT score. These expenses are Customer Partner, Service Provider and Consumer support related expenses and are not
directly related and traceable to fulfilling our current contract obligations, and therefore, are not allocated to cost of revenue.

•

 Urgent Dispatch Alert (“UDA”) – Consists of employee, employee related expenses, business
process organization resources and certain tools and platforms used within the UDA team. The UDA resources are responsible for assisting with product development and process efficiencies with the Service Provider network development, Service
Provider payment processing, dispatch routing, pricing algorithms to enhance pricing tools, and troubleshooting delayed dispatches that may not be digitally accepted in a timely manner through the digital acceptance process within the platform or
dispatches that have technical issues. The UDA team is often used to manually pilot dispatch events and scenarios under the supervision of our research and development team, and if a process is enhanced or routing scenario is improved, that
information is put into technical production with engineering. This allows pilot programs to be proven prior to committing significant resources. The UDA team may also notice certain Service Providers are not digitally accepting dispatches within
their covered area within normal timelines and would then contact the Service Provider to troubleshoot technology issues or other platform issues or limitations. Although our digital platform is designed to continuously alert the Service Provider
network through multiple digital paths such as dispatch aggregators, the Service Providers portal and mobile application and outbound automated calls, this group improves the consumer experience, not as a contract requirement but as another
opportunity to provide enhanced customer services to our Customer Partners. These expenses are Customer Partner, Service Provider and Consumer and technical support-related expenses and are not directly related and traceable to specific, current
performance obligations for our Customer Partners, and therefore, are not allocated to cost of revenue.

 Material U.S. Federal
Income Tax Considerations

 U.S. Federal Income Tax Consequences of the Merger to U.S. Holders

General Treatment of the Merger, page 186

10.
 We note that the parties intend the merger to qualify as a reorganization under Section 368(a) of
the Tax Code but that they have not sought, and do not intend to seek, an opinion of counsel. As the tax-free nature of the transaction is material to investors, please revise your disclosure to provide
counsel’s opinion. Refer to Item 601(b)(8) of Regulation S-K. To the extent the opinion is subject to uncertainty, counsel may provide a “should” or “more likely than not”
opinion and explain why a “will” opinion cannot be given and describe the degree of uncertainty. For guidance, please refer to Section III of Staff Legal Bulletin No. 19.

The Company respectfully advises the Staff that in response to the Staff’s comments, the Company has revised the disclosures on
pages 13, 26, 44, 166, 248 and 249 of the Registration Statement. In addition, the Company advises the Staff that counsel to each of the Company and Otonomo will deliver respective opinions responsive to the Staff’s comment, and such
opinions will be filed by amendment to the Registration Statement.

 Management Following the Merger

Executive Officers and Directors, page 217

11.
 We note Mr. Volkow is expected to be a director of the combined company but is not a
signatory to the registration statement. Please file a consent from Mr. Volkow to be named as a director. Refer to Rule 438 of the Securities Act of 1933.

The Company respectfully advises the Staff that in response to the Staff’s comment, the Company has obtained and filed a consent from
Mr. Volkow to be named as a director as an exhibit to the Registration Statement.

 Certain Relationships and Related Party Transactions

 Commercial Transactions, page 229

12.
 Please file Urgently’s Investors Rights Agreement and its agreements with Enterprise Holdings
Ventures, L.L.C., a related party, as exhibits, or advise why this is not required. Refer to Item 601(b)(10) of Regulation S-K.

 Securities and Exchange Commission

May 15, 2023

  Page
 5

 The Company respectfully advises the Staff that the C