SecProbe.io

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. 333-288523)

 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.

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. 333-288523)

 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.

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.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 11, 2025

Matthew Booth
Chief Executive Officer
Urgent.ly Inc.
8609 Westwood Center Drive, Suite 810
Vienna, VA 22182

 Re: Urgent.ly Inc.
 Registration Statement on Form S-3
 Filed July 3, 2025
 File No. 333-288522
Dear Matthew Booth:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. 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.

 Please contact Matthew Crispino at 202-551-3456 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 11, 2025

Matthew Booth
Chief Executive Officer
Urgent.ly Inc.
8609 Westwood Center Drive, Suite 810
Vienna, VA 22182

 Re: Urgent.ly Inc.
 Registration Statement on Form S-3
 Filed July 3, 2025
 File No. 333-288523
Dear Matthew Booth:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. 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.

 Please contact Matthew Crispino at 202-551-3456 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
</TEXT>
</DOCUMENT>

CORRESP
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 CORRESP

 May 5, 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: Marion Graham

 Re:
 Urgent.ly Inc.

 Registration Statement on Form S-3

 (File No. 333- 286630)

 Acceleration Request

 Requested Date:
 Wednesday, May 7, 2025

 Requested Time:
 4:30 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 May 5, 2025 Page 2

 Sincerely,

 URGENT.LY INC.

 /s/ Matthew Booth

 Matthew Booth

 Chief Executive Officer

 cc:
 Timothy C. Huffmyer, 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.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 24, 2025

Matthew Booth
Chief Executive Officer
Urgent.ly Inc.
8609 Westwood Center Drive, Suite 810
Vienna, VA 22182

 Re: Urgent.ly Inc.
 Registration Statement on Form S-3
 Filed April 18, 2025
 File No. 333-286630
Dear Matthew Booth:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rule 461 regarding requests for acceleration. 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.

 Please contact Marion Graham at 202-551-6521 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
</TEXT>
</DOCUMENT>

CORRESP
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CORRESP

 October 17, 2023

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

Matthew Derby

Re:
 Urgent.ly Inc.

Registration Statement on Form S-1

(File No. 333-273463)

Acceleration Request

Requested Date:  Thursday, October 19, 2023

Requested Time:  8:30 A.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-1 (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 Mark B. Baudler at (650) 320-4597.

 [Signature page follows]

 Securities and Exchange Commission

October 17, 2023

 Page 2

Sincerely,

URGENT.LY INC.

/s/ Matthew Booth

Matthew Booth

Chief Executive Officer

cc:
 Timothy C. Huffmyer, 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.

Rich Mullen, Esq., Wilson Sonsini Goodrich & Rosati, P.C.

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

CORRESP
1
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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

 October 13, 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:

 Matthew Crispino

 Matthew Derby

Re: 

 Urgent.ly Inc.

 Amendment No. 1
to Registration Statement on Form S-1

 Filed September 27, 2023

File No. 333-273463

 Ladies and Gentlemen:

On behalf of our client, Urgent.ly Inc. (the “Company” or “Urgently”), we submit this letter in response to
the comment from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated September 29, 2023 (the “Comment Letter”), relating to the
above referenced Amendment No. 1 to Registration Statement on Form S-1 (the “Registration Statement”). We are concurrently submitting via EDGAR this letter and a revised Registration
Statement (“Amendment No. 2”). For the Staff’s reference, we are also providing, under separate cover, a marked copy of Amendment No. 2 to show all changes from the version filed on September 27,
2023.

 In this letter, we have recited the comment from the Staff in italicized, bold type and have followed the comment with the
Company’s response. Except for the page reference contained in the comment of the Staff, or as otherwise specifically indicated, page references herein correspond to the page of Amendment No. 2.

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,

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

October 13, 2023

  Page
 2

that: (1) the seller 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.

 The Company respectfully advises the Staff that in response to the Staff’s comment, the Company has revised the
disclosures on pages 125 through 129 of Amendment No. 2.

 Please direct any questions with respect to this letter and the
response set forth above to me at (650) 320-4597 or mbaudler@wsgr.com. We thank you for your consideration of our response.

 Sincerely,

WILSON SONSINI GOODRICH & ROSATI

 Professional
Corporation

/s/ Mark B. Baudler

Mark B. Baudler

cc:
 Matthew Booth, Urgent.ly Inc.

 
 Timothy Huffmyer, Urgent.ly Inc.

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

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

 
 Rich Mullen, Esq., Wilson Sonsini Goodrich & Rosati, P.C.

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

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

CORRESP
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CORRESP

 September 28, 2023

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

      Matthew Derby

Re:
 Urgent.ly Inc.

Registration Statement on Form S-1

(File No. 333-273463)

Acceleration Request

Requested Date: Friday, September 29, 2023

Requested Time: 5:00 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-1 (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 Mark B. Baudler at (650) 320-4597.

 [Signature page follows]

 Securities and Exchange Commission

September 28, 2023

 Page 2

Sincerely,

URGENT.LY INC.

/s/ Matthew Booth

Matthew Booth

Chief Executive Officer

cc:
 Timothy C. Huffmyer, 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.

Rich Mullen, Esq., Wilson Sonsini Goodrich & Rosati, P.C.

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

CORRESP
1
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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

 September 27, 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:
 Matthew Crispino

Matthew Derby

Re:
 Urgent.ly Inc.

Registration Statement on Form S-1

Filed July 27, 2023

File No. 333-273463

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 August 10, 2023 (the “Comment Letter”), relating to the above referenced Registration Statement on Form S-1 (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 July 27, 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.

 Form S-1 filed July 27, 2023

Cover Page

1.
 You disclose on the cover page that you are registering up to 330,925,660 shares of common stock,
including 47,769,981 shares issuable upon the conversion of warrants. On page 5, however, you state that you are registering up to 330,925,660 shares of common stock, including Warrant Shares and Convertible Note Shares. Please revise your
disclosure to state consistently if you are registering shares of common stock underlying your outstanding convertible notes.

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

September 27, 2023

 Page 2

 The Company respectfully advises the Staff that in response to the Staff’s comment, the
Company has revised the disclosures on the cover page of Amendment No. 1.

 Selling Securityholders, page 120

2.
 Please revise the selling securityholder table by removing the row “All other Selling
Securityholders” and including the name of each selling securityholder. Refer to Item 5.07 of Regulation S-K. Also, please ensure that you have disclosed 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.
Finally, tell us whether any of the selling securityholders are broker-dealers or affiliates of a broker-dealer.

The Company respectfully advises the Staff that in response to the Staff’s comment, the Company has revised the disclosures on pages 125
through 127 of Amendment No. 1.

 Please direct any questions with respect to this letter and the responses set forth above to me at
(650) 320-4597 or mbaudler@wsgr.com. We thank you for your consideration of our responses.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

 /s/ Mark Baudler

Mark B. Baudler

cc:
 Matthew Booth, Urgent.ly Inc.

Timothy Huffmyer, Urgent.ly Inc.

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

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

Rich Mullen, Esq., Wilson Sonsini Goodrich & Rosati, P.C.

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

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

 August 24, 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.

 Post-Effective
Amendment No. 1 to Form S-4

 Filed August 14, 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 August 22, 2023 (the “Comment Letter”), relating to the above
referenced Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 (the “Post-Effective Amendment No. 1”). We are concurrently submitting via
EDGAR this letter and a revised Registration Statement (the “Post-Effective Amendment No. 2”). For the Staff’s reference, we are also providing, under separate cover, a marked copy of Post-Effective
Amendment No. 2 to show all changes from the version filed on August 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 Post-Effective Amendment No. 2.

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

August 24, 2023

 Page 2

 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.

 The Company respectfully advises the Staff that the Company’s management team was aware of the material
weakness in its internal controls identified in connection with the audit of its financial statements for the years ended December 31, 2021 and 2022. The Company’s management team reviewed the required communications relating to the
audits, and the material weakness in particular, with the Audit Committee in connection with the review and approval of the financial statements for both fiscal years. The Company’s management team had also informed other key stakeholders, such
as its lenders and Otonomo, of the existence of the material weakness, and had no intention to omit or conceal such information. In its review of the registration statement, management noted the presence of a risk factor discussing the potential
failure to maintain an effective system of disclosure controls and internal control over financial reporting, but due to the rapid timeline on which the Company was operating, management did not note that the disclosure did not specifically address
the identified material weakness. Subsequent to the registration statement being declared effective, management independently identified the omission and immediately took steps to amend its disclosures by means of a post-effective amendment to the
registration statement to ensure such information was widely distributed as management intended.

 While management is not yet required,
and has not conducted, a full evaluation of its disclosure controls and procedures or internal controls over financial reporting, management believes that the failure to disclose the material weakness in its registration statement is indicative of
the need for additional disclosure controls and procedures. Management concluded that an effective system of disclosure controls at a reasonable assurance level was not in place at the time that the prior registration statements were filed, and
management is taking steps to remediate. Management’s internal processes independently identified the omission and the Company took prompt action to remediate the matter with the previous filings, and after an extensive review by the Company
and its advisors, no additional omissions were identified and no other material weaknesses were identified. Management will continue to expand its accounting, control and compliance functions and increase resources within its finance and legal
department with public company experience. Management is also focusing on its disclosure controls and procedures in the short term, including creating an internal control framework to assess key processes and controls. In addition, the
Company’s Board and Audit Committee are continuing their high degree of engagement and oversight, and the Company is implementing procedures such as forming a disclosure committee.

The Company further advises the Staff that the Company has revised the disclosure on page 54 of the Post-Effective Amendment No. 2 to
provide investors with additional detail and considerations related to the material weakness.

 Please direct any questions with respect to
this letter and the responses set forth above to me at (650) 320-4597 or mbaudler@wsgr.com. We thank you for your consideration of our responses.

 Securities and Exchange Commission

August 24, 2023

 Page 3

 Sincerely,

 WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

 /s/ Mark B. Baudler

 Mark B. Baudler

cc:
 Matthew Booth, Urgent.ly Inc.

Timothy Huffmyer, Urgent.ly Inc.

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

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

Rich Mullen, Esq., Wilson Sonsini Goodrich & Rosati, P.C.

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

John M. Greer, Latham & Watkins LLP

Ryan J. Lynch, Latham & Watkins LLP

Joshua G. Kiernan, Latham & Watkins LLP

Amir Raz, Gross & Co.

Perry Wildes, Gross & Co.

Ran Hai, Herzog Fox & Neeman

Nir Dash, Herzog Fox & Neeman

Natan Wiesenberg, Herzog Fox & Neeman

Benjamin Volkow, Otonomo Technologies Ltd.

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

United States securities and exchange commission logo
August 10, 2023
Matthew Booth
Chief Executive Officer
Urgent.ly Inc.
8609 Westwood Center Drive, Suite 810
Vienna, VA 22182
Re:Urgent.ly Inc.
Registration Statement on Form S-1
Filed July 27, 2023
File No. 333-273463
Dear Matthew Booth:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, 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 comments apply 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 these comments, we may have additional comments.
Form S-1 filed July 27, 2023
Cover Page
1.You disclose on the cover page that you are registering up to 330,925,660 shares of
common stock, including 47,769,981 shares issuable upon the conversion of warrants.  On
page 5, however, you state that you are registering up to 330,925,660 shares of common
stock, including Warrant Shares and Convertible Note Shares.  Please revise your
disclosure to state consistently if you are registering shares of common stock underlying
your outstanding convertible notes.

 FirstName LastNameMatthew Booth
 Comapany NameUrgent.ly Inc.
 August 10, 2023 Page 2
 FirstName LastName
Matthew Booth
Urgent.ly Inc.
August 10, 2023
Page 2
Selling Securityholders, page 120
2.Please revise the selling securityholder table by removing the row "All other Selling
Securityholders" and including the name of each selling securityholder.  Refer to Item
5.07 of Regulation S-K.  Also, please ensure that you have disclosed 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. Finally, tell us whether any of
the selling securityholders are broker-dealers or affiliates of a broker-dealer.
            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.
            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

CORRESP
1
filename1.htm

CORRESP

 July 13, 2023

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:
 Amanda Kim

 Stephen Krikorian

 Matthew Crispino

 Larry Spirgel

Re:
 Urgent.ly Inc.

 Registration Statement on Form S-4

 (File No. 333-271937)

 Acceleration Request

 Requested Date:     Friday, July 14, 2023

 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-4 (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 Mark B. Baudler at (650) 320-4597.

 [Signature page follows]

 Securities and Exchange Commission

July 13, 2023

 Page 2

Sincerely,

URGENT.LY INC.

/s/ Matthew Booth

Matthew Booth

Chief Executive Officer

cc:
 Timothy C. Huffmyer, 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.

Rich Mullen, Esq., Wilson Sonsini Goodrich & Rosati, P.C.

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

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

 July 10, 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.

 Amendment No. 1 to Registration Statement on Form S-4

 Filed June 22, 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 July 5, 2023 (the “Comment Letter”), relating to the above referenced Amendment No. 1 to the Registration Statement on Form S-4 (the “Amendment
No. 1”). We are concurrently submitting via EDGAR this letter and a revised Registration Statement (“Amendment No. 2”). For the Staff’s reference, we are also providing, under
separate cover, a marked copy of Amendment No. 2 to show all changes from the version filed on June 22, 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. 2.

 Amendment No. 1 to Registration Statement on Form S-4 Unaudited Pro Forma Condensed Balance Sheet, page 189

1.
 The accrued expenses and other payables of $8,840K for Otonomo on the Unaudited Pro Forma Condensed
Balance Sheet should reconcile to the other payables and accrued expenses of $6,548K as presented on your Interim Unaudited Condensed Consolidated Balance Sheets on page F-88. This comment also applies to the
pro forma purchase price allocation table on page 201. Please revise.

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

July 10, 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 193 and 198 of Amendment No. 2.

 Unaudited Pro Forma Condensed Combined Statement of Operations,
page 194

2.
 Please tell us how you determined the presentation of Gross Margin that includes Cloud Infrastructure
costs is appropriate.

 The Company respectfully advises the Staff that cloud infrastructure costs have
historically been classified and presented in Otonomo’s financial statements under costs and operating expenses. Such cloud infrastructure costs consist of expenses incurred in connection with the customers’ use of Otonomo’s platform
and maintenance of Otonomo’s platform on public clouds, such as cloud computing, or other hosting and data storage including different regional deployments, and these costs fall within the scope of ASC 340-40-25-7.

The Company further advises the Staff that Otonomo has not historically presented gross margin in its condensed consolidated statements of
comprehensive loss, but the Company believes that as costs of revenue, cloud infrastructure costs are appropriately included in the presentation of gross margin in the Unaudited Pro Forma Condensed Combined Statement of Operations. In the future,
consistent with the Company’s presentation of cost of revenues and gross profit, the Company’s condensed combined statement of operations will include any such cloud infrastructure costs in cost of revenues, which will also be reflected in
the presentation of gross profit.

 Note 2: Calculation of Estimated Merger Consideration and Preliminary Purchase Price Allocation, page 199

3.
 We have reviewed your response to prior comment no. 3. Please disclose the line item in the income
statement in which the bargain purchase gain will be recognized. Refer to ASC 805-30-50-1(f)(1).

The Company respectfully advises the Staff that in response to the Staff’s comment, the Company has revised the disclosures on page 197
of Amendment No. 2.

 Item 21. Exhibits and Financial Statement Schedules

Exhibit 23.2, page II-4

4.
 Please include an updated consent from your Independent Registered Public Accounting Firm (Somekh
Chaikin) referencing the most recent amendment number.

 The Company respectfully acknowledges the Staff’s
comment and advises the Staff that an updated consent from Somekh Chaikin has been filed as Exhibit 23.2 of Amendment No. 2.

 Please
direct any questions with respect to this letter and the responses set forth above to me at (650) 320-4597 or mbaudler@wsgr.com. We thank you for your consideration of our responses.

 Securities and Exchange Commission

July 10, 2023

  Page
 3

 Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Mark B. Baudler

Mark B. Baudler

cc:
 Matthew Booth, Urgent.ly Inc.

Timothy Huffmyer, Urgent.ly Inc.

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

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

Rich Mullen, Esq., Wilson Sonsini Goodrich & Rosati, P.C.

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

John M. Greer, Latham & Watkins LLP

Ryan J. Lynch, Latham & Watkins LLP

Joshua G. Kiernan, Latham & Watkins LLP

Amir Raz, Gross & Co.

Perry Wildes, Gross & Co.

Ran Hai, Herzog Fox & Neeman

Nir Dash, Herzog Fox & Neeman

Natan Wiesenberg, Herzog Fox & Neeman

Benjamin Volkow, Otonomo Technologies Ltd.

United States securities and exchange commission logo
July 5, 2023
Matthew Booth
Chief Executive Officer and Director
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-4
Filed June 22, 2023
File No. 333-271937
Dear Matthew Booth:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, 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 comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 1, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Unaudited Pro Forma Condensed Balance Sheet, page 189
1.The accrued expenses and other payables of $8,840K for Otonomo on the Unaudited Pro
Forma Condensed Balance Sheet should reconcile to the other payables and accrued
expenses of $6,548K as presented on your Interim Unaudited Condensed Consolidated
Balance Sheets on page F-88. This comment also applies to the pro forma purchase price
allocation table on page 201. Please revise.
Unaudited Pro Forma Condensed Combined Statement of Operations, page 194
2.Please tell us how you determined the presentation of Gross Margin that includes Cloud
Infrastructure costs is appropriate.

 FirstName LastNameMatthew Booth
 Comapany NameUrgent.ly Inc.
 July 5, 2023 Page 2
 FirstName LastName
Matthew Booth
Urgent.ly Inc.
July 5, 2023
Page 2
Note 2: Calculation of Estimated Merger Consideration and Preliminary Purchase Price
Allocation, page 199
3.We have reviewed your response to prior comment no. 3. Please disclose the line item in
the income statement in which the bargain purchase gain will be recognized. Refer to ASC
805-30-50-1(f)(1).
Item 21. Exhibits and Financial Statement Schedules
Exhibit 23.2, page II-4
4.Please include an updated consent from your Independent Registered Public Accounting
Firm (Somekh Chaikin) referencing the most recent amendment number.
            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

CORRESP
1
filename1.htm

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

  Page
 2

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

  Page
 3

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

  Page
 4

 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

  Page
 5

•

 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

United States securities and exchange commission logo
June 1, 2023
Matthew Booth
Chief Executive Officer and Director
Urgent.ly Inc.
8609 Westwood Center Drive, Suite 810
Vienna, VA 22182
Re:Urgent.ly Inc.
Registration Statement on Form S-4
Filed May 15, 2023
File No. 333-271937
Dear Matthew Booth:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, 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 comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 10, 2023 letter.
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.

 FirstName LastNameMatthew Booth
 Comapany NameUrgent.ly Inc.
 June 1, 2023 Page 2
 FirstName LastName
Matthew Booth
Urgent.ly Inc.
June 1, 2023
Page 2
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.
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).
Note 3: Transaction Accounting Adjustments for Condensed Combined Balance Sheet , page
193
4.You disclose adjustments to remove Urgently’s long-term debt, derivative liability,
warrant liability, and redeemable convertible preferred stock due to the expected
conversion of convertible notes (and the corresponding derivative liability) and the
exchange of the outstanding warrants, and preferred stock into common stock
immediately before the Merger. Please confirm whether these adjustments are a result of
provisions in the merger agreement and expand your disclosure to discuss the terms of
such conversion. In this regard, in order to present the pro forma impact of this
conversion, it must comply with Article 11 of Regulation S-X.  We refer you to Rule 11-
02(a)(6)(i) of Regulation S-X.
Urgently's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Business Metrics, page 209
5.You disclose that the number of dispatches has increased over time as you have added
new Customer Partners, retained and expanded usage by existing Customer Partners and
expanded complimentary product offerings. Please tell us what consideration was given in
quantifying and discussing operating metrics or other key performance indicators related
to renewal or retention rates and the number of new and existing Customer Partners at the
end of each period presented. To the extent material, discuss any known trends related to

 FirstName LastNameMatthew Booth
 Comapany NameUrgent.ly Inc.
 June 1, 2023 Page 3
 FirstName LastName
Matthew Booth
Urgent.ly Inc.
June 1, 2023
Page 3
these measures. Refer to Item 303(a) of Regulation S-K and Section III.B of SEC Release
No. 33-8350.
Notes to Consolidated Financial Statements
Revenue recognition, page F-12
6.We have reviewed your response to comment 15. Please revise to disclose that your
revenue Full-service outsourcing RAS-flat rate and Full-service outsourcing RAS-claim
cost pass-through are recognized over time.
            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

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

United States securities and exchange commission logo
March 10, 2023
Matthew Booth
Chief Executive Officer and Director
Urgent.ly Inc.
8609 Westwood Center Drive, Suite 810
Vienna, VA 22182
Re:Urgent.ly Inc.
Draft Registration Statement on Form S-4
Submitted February 14, 2023
CIK No. 0001603652
Dear Matthew Booth:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
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.
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.

 FirstName LastNameMatthew Booth
 Comapany NameUrgent.ly Inc.
 March 10, 2023 Page 2
 FirstName LastName
Matthew Booth
Urgent.ly Inc.
March 10, 2023
Page 2
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 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.
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.
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.
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.
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

 FirstName LastNameMatthew Booth
 Comapany NameUrgent.ly Inc.
 March 10, 2023 Page 3
 FirstName LastName
Matthew Booth
Urgent.ly Inc.
March 10, 2023
Page 3
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.
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.
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.
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.
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.
Where You Can Find More Information; Incorporation by Reference, page 235
13.It does not appear that Otonomo satisfies the requirements of General
Instruction C.1.a of Form S-4 and General Instruction 1.B.1 of Form S-3, which would
allow you to incorporate certain required information by reference. Please advise us why
Otonomo is eligible to incorporate by reference or revise your filing to include the
required information in accordance with Item 17 of Form S-4.

 FirstName LastNameMatthew Booth
 Comapany NameUrgent.ly Inc.
 March 10, 2023 Page 4
 FirstName LastName
Matthew Booth
Urgent.ly Inc.
March 10, 2023
Page 4
Notes to Consolidated Financial Statements
Revenue recognition, page F-12
14.Please provide us with your analysis of the principal versus agent considerations for the
revenue related to (i) full-service outsourcing RAS-flat rate and (ii) full-service
outsourcing RAS-claim cost pass-through. Clarify why the different fee structures is
resulting in a different accounting conclusion.  Provide a representative agreement with
the service providers under both arrangements.  Indicate whether a service provider can
decline a request to service a consumer.  Tell us whether a service provider works
exclusively for you.  Clarify whether the Service Provider, Partner Customers,
or Motorists is your customer.  Refer to ASC 606-10-55-36 through 55-40.
15.Please revise your disclosures to describe the promises that combined into your stand-
ready obligation (i.e. primary obligation) for both arrangements.  Please provide an
accounting  analysis for each ASC 606 step supporting your accounting policy for each
arrangement.  Ensure you discuss how you determine transaction price and measure
revenue recognized.
Subsequent events, page F-31
16.Please revise to disclose the date through which you evaluated subsequent events. Refer to
ASC 855-10-50-1(a).
            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