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CORRESP

 June 22, 2023

VIA EDGAR

 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.

Registration Statement on Form S-4

Filed May 15, 2023

File No. 333-271937

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 June 1, 2023 (the “Comment Letter”), relating to the above referenced Registration Statement on Form S-4 (the “Registration Statement”). We
are concurrently submitting via EDGAR this letter and a revised Registration Statement (“Amendment No. 1”). For the Staff’s reference, we are also providing, under separate cover, a marked copy of Amendment
No. 1 to show all changes from the version filed on May 15, 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
Amendment No. 1.

 Registration Statement on Form S-4

Unaudited Pro Forma Condensed Balance Sheet, page 189

1.
 The cash and cash equivalents of $140,297K for Otonomo on the Unaudited Pro Forma Condensed Balance Sheet
should reconcile to the cash and cash equivalents of $22,448K as presented on your Consolidated Balance Sheet of Otonomo on page F-39. This comment also applies to the pro forma purchase price allocation
table that list cash acquired as $140,643K. Please revise.

 Securities and Exchange Commission

June 22, 2023

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The Company respectfully advises the Staff that Amendment No. 1 has been updated to reflect the most recent quarterly financial statements, including the Unaudited Pro Forma Condensed
Combined Balance Sheet as of March 31, 2023, and therefore the amounts referenced in the Staff’s comment pertaining to the year ended December 31, 2022 are no longer presented in the Registration Statement. The Company confirms to the
Staff that cash and cash equivalents for Otonomo in the Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2023 on page 193 of Amendment No. 1 reconciles to cash and cash equivalents of $23,102K in Otonomo’s Interim
Unaudited Condensed Consolidated Balance Sheet as of March 31, 2023 on page F-88 of Amendment No. 1. The Company also confirms that cash and cash equivalents in the pro forma purchase price
allocation on page 198 of Amendment No. 1 reconciles to cash and cash equivalents of $23,102K in Otonomo’s Interim Unaudited Condensed Consolidated Balance Sheet as of March 31, 2023 on page
F-88 of Amendment No. 1.

 Note 2: Calculation of Estimated Merger Consideration and Preliminary
Purchase Price Allocation, page 191

2.
 You disclose that the Urgently common stock price as of December 31, 2022 was calculated by an
independent valuation specialist. Please tell us what consideration you gave to Question 141.02 of the Compliance and Disclosure Interpretations: Securities Act Sections updated on November 13, 2020.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has updated its disclosure on pages 196-197 of
Amendment No. 1 to make clear that Urgently’s management was responsible for determining the Urgently common stock price as of December 31, 2022 and March 31, 2023 used in the Unaudited Pro Forma Condensed Combined Financial
Information section of the Registration Statement. The Company did not engage an independent valuation specialist for purposes of evaluating the fair market value of its common stock in the context of the Merger. In making its assessment of the
value of the Company’s common stock with respect to the Merger, management evaluated a number of factors, including the third-party valuation report it obtained in the ordinary course to perform an appraisal in compliance with the valuation
standards described in Section 409A of the Internal Revenue Code of 1986, as amended. This independent valuation specialist has provided a valuation assessment on a quarterly basis to the Company primarily for the separate purpose of
determining the fair market value of the Company’s common stock in connection with granting equity awards to employees and service providers as a private company. Though not commissioned for purposes of assessing the value of the Company’s
common stock in the context of the Merger, management did take it into consideration as the only third party valuation of the Company’s common stock otherwise available.

The Company reviewed the Commission’s guidance relating to disclosures on the use of experts as stated in Question 141.02 of the
Compliance and Disclosure Interpretations on Securities Act Sections, and does not believe it is required to “expertise” or seek a written consent from the third party valuation specialist. Though the Company does provide the common stock
price calculated by the third party valuation specialist and attributes it to such third party, it does so not in exclusive reliance on such report, valuation or opinion, but in order to properly disclose the considerations on which management based
its evaluation of the fair market value of the Company’s common stock. The Company has not summarized or included the valuation firm’s report in the registration statement, and the third-party valuation specialist did not prepare or
certify any part of the registration statement or prepare or certify a report or valuation for use

 Securities and Exchange Commission

June 22, 2023

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in connection with the registration statement. Instead the valuation specialist was engaged for other purposes, so though the specialist is referenced in the registration statement, the Company
does not intend to make such report “expertised” disclosure for purposes of Securities Act Section 11(a). Accordingly, the Company respectfully submits that the Company is not required to disclose the name of the third-party valuation
specialist and no consent should be required because the Company does not deem the third-party valuation specialist an “expert” as defined under Section 11(a) of the Securities Act and Rule 436(b) of Regulation C.

Preliminary Purchase Price Allocation, page 192

3.
 Your preliminary allocation of the estimated merger consideration to the identifiable tangible and
intangible assets acquired and liabilities assumed of Otonomo based on Otonomo’s audited consolidated balance sheet as of December 31, 2022 resulted in a shortfall recorded to bargain purchase gain. Tell us how you determined the fair
value of the assets acquired and the liabilities assumed in your purchase price allocation. We refer you to ASC 805-30-25-4, 805-30-30-5, and 30-6. Clarify how you estimated the fair value of identifiable
intangible assets of Otonomo. That is, tell us how you considered that Otonomo fully impaired their intangible assets as of December 31, 2022 and recorded them at zero fair value. In addition, tell us and disclose how you were
able to establish that the seller agreed to accept less than fair value and how you have appropriately recognized all of the assets and liabilities acquired. Refer to ASC 805-30-50-1(f)(2).

 Determination of the Fair Value of the Assets Acquired and
the Liabilities Assumed

 The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Merger is
structured as an acquisition by the Company of 100% of the common stock of Otonomo pursuant to the Merger Agreement. For book purposes and in accordance with the guidance under ASC 805 Business Combinations, Company
management prepared a preliminary allocation of the estimated merger consideration to the fair value of identified assets and liabilities acquired, including certain identifiable intangible assets (customer contracts and software). The fair value
measurements are based on management’s estimates, using significant inputs not observable in the market and thus represent Level 3 measurements as defined in ASC 820, Fair Value Measurement. In making these assumptions, management
considered all available information as of December 31, 2022 and March 31, 2023, inclusive of Otonomo’s audited financial statements for the year ended December 31, 2022 and Otonomo’s unaudited interim financial statements
for the three months ended March 31, 2023.

 The Company is purchasing 100% of Otonomo’s outstanding common stock under unique
circumstances. The fair value of identifiable assets to be acquired, net of liabilities to be assumed, exceed the fair value of the consideration to be transferred. The result is a pro forma bargain purchase gain which represents management’s
best estimate of the economic effect of the transaction based on all information available to us as of the filing of the Registration Statement. As a result of the bargain purchase gain determination, the Company reassessed the recognition and
measurement of identifiable assets to be acquired and liabilities to be assumed and concluded that all assets to be acquired and liabilities to be assumed were properly identified and that the valuation procedures and resulting measures were
appropriate.

 Securities and Exchange Commission

June 22, 2023

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 In performing its reassessment, the Company determined:

•

 There are no known contingencies that could prohibit recognition of all assets acquired as of the pro forma date.

•

 There are no aspects of the Merger that need to be accounted for separately from the Merger, inclusive of
preexisting relationships that would be settled as a result of the Merger, or other transactions entered into or anticipated to occur near the same time as the Merger that would primarily benefit the combined Company.

•

 The Company has also concluded that compensation related liabilities have been appropriately recognized in
Otonomo’s financial statements for the year ended December 31, 2022 and the three months ended March 31, 2023. Company management believes that Otonomo is in compliance with all applicable Labor Laws and employee matters, in all
material respects.

•

 Based on all available information existing as of December 31, 2022 and March 31, 2023, the Company is
not aware of any preacquisition contingencies of Otonomo that the Company would need to measure or recognize in acquisition accounting.

•

 In connection with the Company’s assessment of the transaction during the due diligence process, management
believes the net carrying value of identified assets, excluding intangible assets, and liabilities approximates fair value. Property, plant and equipment consists of computer equipment, software and office furniture and equipment. The Company
believes the carrying value of acquired property, plant and equipment approximates its replacement value based on what a market participant would be willing to pay for such equipment, adjusted for depreciation and obsolescence. Consequently, no
further adjustments were made to the majority of the identified assets and liabilities in the purchase price allocation.

•

 Otonomo is a lessee under operating leases for its headquarters in Israel and for its operations in Sheffield,
UK. In accordance with ASC 805-20-34, for leases in which the acquiree is a lessee, the Company would measure the lease liability at the present value of the remaining
lease payments, as if the acquired leases were new leases the Company entered into at the acquisition date. The Company determined that fair value of the lease liability on each of December 31, 2022 and March 31, 2023, represents the
present value of the remaining minimum payments under the leases, at that date and that the right-of-use asset reflects such value in addition to immaterial adjustments
related to lease payments made to the lessor at the commencement of the lease agreements. The Company also determined no adjustments to reflect favorable and unfavorable terms of the leases in relation to market terms, were necessary.

 Securities and Exchange Commission

June 22, 2023

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•

 The fair value of the intangible assets was estimated by Company management. Two valuation approaches were used,
the income approach to estimate the fair value of customer contracts at approximately $3 million, and the cost approach to estimate the fair value of approximately $15 million for the software platforms being acquired. Under these approaches
the key inputs and assumptions for the valuation of the intangible assets include management’s best estimates at the current time. The most significant input includes management estimate of time and labor to build the software platforms being
acquired.

•

 The Company determined the estimated consideration to be transferred as a result of the Merger was approximately
$61.5 million and $91.4 million based on the assumptions outlined in the pro forma disclosure as of December 31, 2022 and March 31, 2023, respectively. The Company estimated the fair value of the consideration by using the latest
available Section 409A valuation of the Company’s common stock price as of December 31, 2022 and March 31, 2023.

Estimate of the Fair Value of Identifiable Assets

Otonomo reported in its financial statements as of December 31, 2022, which are included in the Registration Statement, and in particular,
in the section titled “Otonomo’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 244 of Amendment No. 1 and in Note 7— Goodwill and Intangible
Assets, net to Otonomo’s Consolidated Financial Statements on page F-75 of Amendment No. 1, that during 2022, Otonomo performed an impairment assessment of its goodwill and intangible
assets resulting from the acquisitions of Neura and The Floow. In accordance with the guidance in “ASC 350 Intangibles- Goodwill and Other” Otonomo determined that the significant decline in the share price of Otonomo’s
ordinary shares, the decrease in Otonomo’s market capitalization and the lower than expected growth rate in each of Otonomo’s two reporting units, were considered as indicators of potential impairment. Accordingly, Otonomo performed an
impairment analysis with updated assumptions for revenue growth, operating profit margin and cash flow projections. As a result of the analysis, Otonomo recorded impairment charges for the year ended December 31, 2022 of $49.7 million to
goodwill and $22.4 million to intangible assets, thereby fully writing-off the entire goodwill and net intangible asset balances as of the date of the analysis.

Although the Company acknowledges the impairment analysis completed by Otonomo resulted in the full
write-off of its acquired intangible asset values, which was mostly due to the significant decline in the share price and market capitalization, as a part of the Company’s due diligence and preliminary
purchase price allocation assessment, the Company identified value in those same assets. Management from both parties expect the merger to combine differentiated and synergistic technology portfolios encompassing advanced data processing and
analytics, connected insurance, mobility assistance network management and service delivery. Accordingly, Company management believes this requires an asset value write-up within the pro forma disclosures,
deemed reasonable given the facts and circumstances of the Merger. The Company has revised the disclosure on page 197 of Amendment No. 1 to state that, upon completion of the Merger, the Company will engage a third-party valuation specialist to
assist in the final determination of purchase price allocation.

 Establishment of Acceptance of Less than Fair V