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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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1. Name and Address of Reporting Person*
Booth Matthew
(Last) (First) (Middle)
C/O URGENT.LY INC.
8609 WESTWOOD CENTER DRIVE, SUITE 810
(Street)
VIENNA VA 22182
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/18/2023 		3. Issuer Name and Ticker or Trading Symbol
Urgent.ly Inc. [ ULY ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) (1) 04/01/2029 Common Stock 1,111 84.6 D
Employee Stock Option (right to buy) (2) 02/04/2030 Common Stock 2,388 89.1 D
Employee Stock Option (right to buy) (3) 12/14/2030 Common Stock 3,055 124.2 D
Explanation of Responses:
1. Shares subject to the option are fully vested and immediately exercisable.
2. Shares subject to the option vest in 48 equal monthly installments beginning on December 1, 2019.
3. Shares subject to the option vest in 48 equal monthly installments beginning on January 1, 2021.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Timothy C. Huffmyer, by power of attorney 10/18/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                           LIMITED POWER OF ATTORNEY

      The undersigned, as a Section 16 reporting person of Urgent.ly Inc.
(the "Company"), hereby constitutes and appoints Timothy Huffmyer the
undersigned's true and lawful attorney-in-fact with full power and
authority as hereinafter described on behalf of and in the name, place
and stead of the undersigned, to:

      1. complete and execute Forms 3, 4 and 5 and other forms and all
         amendments thereto as such attorney-in-fact shall in his discretion
         determine to be required or advisable pursuant to Section 16 of the
         Securities Exchange Act of 1934, as amended and the rules and
         regulations promulgated thereunder, or any successor laws and
         regulations, as a consequence of the undersigned's ownership,
         acquisition or disposition of securities of the Company; and

      2. do all acts necessary in order to file such forms with the Securities
         and Exchange Commission, any securities exchange or national
         association, the Company and such other person or agency as the
         attorney-in-fact shall deem appropriate.

      The undersigned hereby ratifies and confirms all that said attorney-in-
fact and shall do or cause to be done by virtue hereof. The undersigned
acknowledges that the foregoing attorney-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934, as amended.

      This Limited Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the Company and the foregoing attorney-in-fact.

This Limited Power of Attorney is executed as of the date set forth below.



                                         Signature: /s/ Matthew Booth
                                                   -----------------------------
                                         Print Name: Matthew Booth
                                                    ----------------------------
                                                September 5, 2023
                                         Dated: --------------------------------