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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.
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.
FirstName LastNameMatthew Booth Sincerely,
Comapany NameUrgent.ly Inc.
Division of
Corporation Finance
August 22, 2023 Page 2 Office of Technology
FirstName LastName