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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.
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.
FirstName LastNameMatthew Booth Sincerely,
Comapany NameUrgent.ly Inc.
Division of
Corporation Finance
July 5, 2023 Page 2 Office of
Technology
FirstName LastName