0000950170-23-063362 | 10-Q | XBRL Viewer

Revenue (Tables)

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Revenues on Disaggregated Basis

Revenue on a disaggregated basis is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Full-service outsourcing—flat rate	$	45,794	$	51,178	$	138,297	$	132,817
Full-service outsourcing—claim cost pass-through		38		14		42		35
Membership		99		889		948		2,566
Software licensing arrangements		45		8		174		80
Professional services		71		45		141		125
Total revenue	$	46,047	$	52,134	$	139,602	$	135,623

Schedule of Contract assets

The expected period of benefit is determined using the initial contract term.


	2023			2022
Contract assets as of January 1	$	370		$	1,048
Additional contract costs to obtain		—			134
Amortization of contract costs to obtain		(69	)		(449	)
Amortization of contract costs to fulfill		(35	)		(106	)
Contract assets as of September 30	$	266		$	627

Debt Arrangements

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Debt arrangements

6. Debt arrangements

The Company’s debt arrangements consist of the following as of the periods presented:


	September 30, 2023			December 31, 2022
2021 convertible promissory notes with an interest rate of 10.0% per annum maturing June 30, 2024	$	39,957		$	39,957
Structural Capital term loan with an interest rate at the greater of 14.0% or the prime rate plus 7.5% per annum for the first $14,000, 13.5% or the prime rate plus 7.0% for the remaining $13,500; maturing on November 1, 2024 (see Note 12)		27,500			17,500
Highbridge Capital term loan with an interest rate ranging from 12%-13% per annum maturing on January 31, 2025 (see Note 12)		40,000			40,000
2022 convertible promissory notes with an interest rate of 15.0% per annum maturing June 30, 2024		30,000			30,000
2023 convertible promissory notes with an interest rate of 15.0% per annum maturing June 30, 2024		4,696			—
		142,153			127,457
Less: current portion		(74,653	)		—
Less: debt issuance costs and discounts, long-term		(1,940	)		(28,014	)
Total long-term debt, net	$	65,560		$	99,443

Structural Capital term loan

On February 9, 2023, the Company executed the First Amendment to the Second Amended and Restated Loan Agreement (the “First Amendment”) with Structural Capital. Borrowings under the First Amendment accrue interest monthly at the greater of 14.0% or 7.5% plus the prime rate (which can be no less than 3.25%) for the first $14,000 outstanding, and the greater of 13.5% or 7.0% plus the prime rate (which can be no less than 3.25%) for the remaining $3,500 outstanding. The scheduled maturity is November 1, 2024 as a result of the merger with Otonomo (see Note 12). Upon repayment, the First Amendment requires a final payment fee of $840, a success fee of $2,406, a restructuring fee of $2,232, and an amendment fee of $1,014. The Company is accreting these fees to interest expense over the term of the loan.

Under the First Amendment, the success fee would be increased by $656 upon the occurrence of certain contingent events, including a merger transaction. The Company concluded that this feature was not clearly and closely associated with the risk of the debt host instrument and has therefore been bifurcated and separately accounted for as a derivative financial instrument. The fair value of the derivative liability of $492 was recorded separately from the term loan with an offsetting amount recorded as a debt discount. The debt discount is amortized over the remaining term of the term loan using the effective interest method.

The First Amendment was accounted for as a debt modification and, accordingly, no gain or loss was recognized.

On May 18, 2023, the Company executed the Second Amendment to the Second Amended and Restated Loan Agreement (the “Structural Second Amendment”) which increased the term loan amount by $10,000 (“Tranche 2”). Tranche 2 borrowings under the Structural Second Amendment accrue interest monthly at the greater of 13.5% or 7.0% plus the prime rate (which can be no less than 3.25%). Upon repayment, the Structural Second Amendment added $400 to the repayment fee. All other terms remain unchanged from the First Amendment. In connection with the amendment, the $492 derivative liability resulting from the First Amendment was written off and a new derivative liability of $773 was established, and this derivative was remeasured to $928 at September 30, 2023. The Structural Second Amendment was accounted for as a debt extinguishment and, accordingly, a $4,913 gain was recognized. The gain resulted from the write-off of accrued lender fees, deferred financing fees, debt discounts, and a derivative liability, all related to the Structural term loan.

In connection with the Structural Second Amendment, the Company issued warrants to purchase Common Stock in an aggregate amount of $500 with an exercise price of $0.90 per share expiring on May 18, 2033. The number of shares issued is based on Warrant Coverage, which is defined as a dollar value divided by the price factor at the time the warrant is exercised, as defined in the agreement. The fair value of these warrants was determined to be de minimis.

Highbridge Capital term loan

On February 9, 2023, the Company executed the Second Amendment to Loan and Security Agreement (the “Highbridge Second Amendment”) with a consortium led by Highbridge Capital Management, LLC. The Highbridge Second Amendment limits the commitment amount to $40,000. Borrowings under the 2023 Amended Highbridge Term Loan accrue interest at a rate of 12.0% through June 2023, increasing to 13.0% through maturity, and payments are made quarterly in arrears. The scheduled maturity is January 31, 2025 as a result of the merger with Otonomo (see Note 12). Upon repayment, the loan requires a first amendment fee of $2,319, a second amendment fee of $3,000, and a consent fee of $4,639. The Company is accreting these fees to interest expense over the term of the loan. The Highbridge Second Amendment was accounted for as a debt modification and, accordingly, no gain or loss was recognized.

On May 18, 2023, the Company executed the Third Amendment to Loan and Security Agreement (the “Third Amendment”) with a consortium led by Highbridge Capital Management, LLC. The Third Amendment amended the definition of “Permitted Indebtedness” as a result of the Structural Second Amendment and added an amendment fee of $400.

Convertible promissory notes

On February 9, 2023, the Company executed amendments with twelve holders of the 2022 convertible promissory notes. The amendments include an additional settlement feature that provides for automatic conversion of the notes upon consummation of an approved acquisition and related public listing of Common Stock on a nationally recognized exchange at a price per share equal to 65% of the total equity value, as defined in the amendment, divided by the Company capitalization immediately prior to the acquisition. The amendments were accounted for as a modification and, accordingly, no gain or loss was recognized.

In April and May 2023, the Company issued approximately $4,700 in convertible promissory notes (“2023 Convertible Notes”). Simple interest accrues on the 2023 Convertible Notes at the rate of 15% per annum, and all principal and unpaid interest is due and payable on June 30, 2024. Prepayment of the notes is only allowed with the consent of the majority of the noteholders.

The 2023 Convertible Notes can settle as follows:

(i)

Optional conversion into Series C preferred stock. At any time upon the election of the noteholder, the outstanding principal of the 2023 Convertible Notes and any unpaid accrued interest shall convert into shares of the Company’s Series C convertible preferred stock at a conversion price per share equal to the lesser of $3.66191, or the Cap Price (defined as $380,000 divided by the Company’s capitalization).

(ii)

Optional conversion in an Equity Financing. If the Company sells shares of preferred stock (“Equity Financing”, as such term is defined in the 2023 Convertible Notes agreement), then the holders have the option to convert the outstanding principal amount and any unpaid accrued interest into shares of the series of convertible preferred stock issued in the

Equity Financing at a price per share equal to the lesser of (i) 0.70 multiplied by the per share price paid by the cash investors in the Equity Financing, or (ii) the Cap Price.

(iii)

Approved Acquisition and Direct Listing. Upon an Approved Acquisition and a Direct Listing, as defined in the 2023 Convertible Notes agreement, the outstanding principal and interest will automatically convert into Common Stock at a price per share equal to 80% of the quotient obtained by dividing the (i) Total Equity Value by (ii) the Company capitalization immediately prior to the consummation of the Approved Acquisition. The Total Equity Value means the lesser of (i) $271,000, plus the Company’s cash and cash equivalents and less certain debt (as defined in the agreement), and (ii) the Aggregate Valuation in the Approved Acquisition, plus the Company’s cash and cash equivalents and less certain debt (as defined in the agreement).

(iv)

Company Sale. If the Company consummates a sale of the Company while the 2023 Convertible Notes are outstanding, the Company will repay the holders in cash in an amount equal to 300% of the outstanding principal amount of the notes plus any unpaid accrued interest.

The Company concluded that certain settlement features of the 2023 Convertible Notes were determined to not be clearly and closely associated with the risk of the debt host instrument and have therefore been bifurcated and separately accounted for as derivative financial instruments. The Company will remeasure the fair market value of the derivative liability at each balance sheet date and recognize any change in Other income (expense), net in the condensed consolidated statements of operations.

The Company determined the measurement of its derivative liabilities to be a Level 3 fair value measurement based on management’s estimate of the expected future cash flows required to settle the liabilities. The Company determined the fair value of the derivative liability related to the 2023 Convertible Notes to be $55 upon issuance. The fair value of the derivative liability was recorded separately from the convertible notes with an offsetting amount recorded as a debt discount to be amortized to interest expense using the effective interest method. The fair value of the derivative liability at September 30, 2023 was $1,075.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Stock-based Compensation - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Jun. 16, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Feb. 28, 2023
Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options granted				0
Shares available for future grants		726,261		726,261
Compensation expense		$ 69	$ 110	$ 222	$ 411
2013 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock reserved for issuance		771,680		771,680		698,675
2023 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock reserved for issuance	1,383,197
2023 Employee Stock Purchase Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock sold to employees	221,311

Accrued Expenses

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Accrued Expenses

5. Accrued expenses

Accrued expenses consist of the following as of the periods presented:


	September 30, 2023		December 31, 2022
Accrued service provider costs	$	9,369	$	5,461
Accrued compensation		552		1,054
Accrued contract labor		484		2,400
Credit card liabilities		650		100
Accrued lender fees		2,320		—
Accrued transaction costs		2,122		—
Other accrued liabilities		2,706		4,107
Total accrued expenses	$	18,203	$	13,122

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (28,852)	$ (6,420)	$ (17,748)	$ (23,057)	$ (18,513)	$ (21,195)	$ (53,020)	$ (62,765)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 28
-Publisher FASB
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
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-Name Accounting Standards Codification
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-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Related-party Transactions	9 Months Ended
Sep. 30, 2023
Related Party Transactions [Abstract]
Related-party Transactions	9. Related-party transactions During 2018, the Company entered into a service agreement with a shareholder to provide scheduled long-distance towing or transport services under a recall program for vehicles not in warranty of the shareholder’s roadside assistance program in the United States. In 2019, the Company entered into a separate agreement with the same shareholder to provide emergency roadside assistance for the shareholder’s customers related to its four vehicle brands in the United States. Total revenue recognized for the three months ended September 30, 2023 and 2022 amounted to $7,487 and $6,558, respectively. Total revenue recognized for the nine months ended September 30, 2023 and 2022 amounted to $21,865 and $18,797, respectively. As of September 30, 2023 and December 31, 2022, $2,479 and $4,151, respectively, of revenue related to these agreements was included in accounts receivable on the accompanying condensed consolidated balance sheets. During 2018, the Company entered into a service agreement with a shareholder to provide services to its managed fleet maintenance customers. The services include primary towing roadside assistance and non-tow services including jump starts, tire change, lockout services and emergency fuel delivery. For the three months ended September 30, 2023 and 2022, total revenue recognized under the fleet agreement amounted to $2,945 and $3,057, respectively. For the nine months ended September 30, 2023 and 2022, total revenue recognized under the fleet agreement amounted to $9,073 and $8,877, respectively. Also in 2019, the Company entered into a separate service agreement with the same shareholder. Under the terms of the agreement, the Company will provide emergency roadside assistance for the shareholder’s customers related to its car rental brands in the United States. Total revenue recognized for the three months ended September 30, 2023 and 2022 under the rental agreement amounted to $8,112 and $8,488, respectively. Total revenue recognized for the nine months ended September 30, 2023 and 2022 under the rental agreement amounted to $22,377 and $20,775, respectively. As of September 30, 2023 and December 31, 2022, $5,371 and $5,924, respectively, of revenue related to these agreements was included in accounts receivable on the accompanying condensed consolidated balance sheets. During 2020, the Company entered into a service agreement with a shareholder. Under the terms of the agreement, the Company will provide emergency roadside assistance for the shareholder’s customers related to its two vehicle brands in the United States and Canada. Total revenue recognized for the three months ended September 30, 2023 and 2022 was $1,471 and $1,781 respectively. Total revenue recognized for the nine months ended September 30, 2023 and 2022 was $6,939 and $9,150, respectively. As of September 30, 2023 and December 31, 2022, $2,286 and $2,882, respectively, of revenue related to these agreements was included in accounts receivable on the accompanying condensed consolidated balance sheets.

Related-party Transactions

9 Months Ended

Sep. 30, 2023

Related-party Transactions

9. Related-party transactions

During 2018, the Company entered into a service agreement with a shareholder to provide scheduled long-distance towing or transport services under a recall program for vehicles not in warranty of the shareholder’s roadside assistance program in the United States. In 2019, the Company entered into a separate agreement with the same shareholder to provide emergency roadside assistance for the shareholder’s customers related to its four vehicle brands in the United States. Total revenue recognized for the three months ended September 30, 2023 and 2022 amounted to $7,487 and $6,558, respectively. Total revenue recognized for the nine months ended September 30, 2023 and 2022 amounted to $21,865 and $18,797, respectively. As of September 30, 2023 and December 31, 2022, $2,479 and $4,151, respectively, of revenue related to these agreements was included in accounts receivable on the accompanying condensed consolidated balance sheets.

During 2018, the Company entered into a service agreement with a shareholder to provide services to its managed fleet maintenance customers. The services include primary towing roadside assistance and non-tow services including jump starts, tire change, lockout services and emergency fuel delivery. For the three months ended September 30, 2023 and 2022, total revenue recognized under the fleet agreement amounted to $2,945 and $3,057, respectively. For the nine months ended September 30, 2023 and 2022, total revenue recognized under the fleet agreement amounted to $9,073 and $8,877, respectively. Also in 2019, the Company entered into a separate service agreement with the same shareholder. Under the terms of the agreement, the Company will provide emergency roadside assistance for the shareholder’s customers related to its car rental brands in the United States. Total revenue recognized for the three months ended September 30, 2023 and 2022 under the rental agreement amounted to $8,112 and $8,488, respectively. Total revenue recognized for the nine months ended September 30, 2023 and 2022 under the rental agreement amounted to $22,377 and $20,775, respectively. As of September 30, 2023 and December 31, 2022, $5,371 and $5,924, respectively, of revenue related to these agreements was included in accounts receivable on the accompanying condensed consolidated balance sheets.

During 2020, the Company entered into a service agreement with a shareholder. Under the terms of the agreement, the Company will provide emergency roadside assistance for the shareholder’s customers related to its two vehicle brands in the United States and Canada. Total revenue recognized for the three months ended September 30, 2023 and 2022 was $1,471 and $1,781 respectively. Total revenue recognized for the nine months ended September 30, 2023 and 2022 was $6,939 and $9,150, respectively. As of September 30, 2023 and December 31, 2022, $2,286 and $2,882, respectively, of revenue related to these agreements was included in accounts receivable on the accompanying condensed consolidated balance sheets.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
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-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
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-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Fair value measurements - Reconciliation of Change in Fair Value of Derivative Liability And Warrant Liability (Details) - Level 3 $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance, beginning of period	$ 46,722
Issuances	2,367
Extinguishments	(492)
Change in fair value	(5,048)
Balance, end of period	43,549
Derivative Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance, beginning of period	32,765
Issuances	1,320
Extinguishments	(492)
Change in fair value	(1,523)
Balance, end of period	32,070
Warrant Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance, beginning of period	13,957
Issuances	1,047
Change in fair value	(3,525)
Balance, end of period	$ 11,479

Revenue

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue

3. Revenue

The Company generates substantially all its revenues from roadside assistance services (“RAS”) initiated through its software platform primarily in the United States and Canada. The Company’s platform enables its customers (“Customer Partners”) to outsource delivery for all or portions of their roadside assistance programs. The Company manages the RAS process after receiving the initial distress call or web-based request through final disposition. Urgent.ly contracts with original equipment manufacturers (“OEM”), insurance companies, fleet management companies (including car rental companies) and aftermarket companies, which collectively represent the Company’s Customer Partners. These Customer Partners, who are our direct customers, in turn, offer roadside assistance plans to their customers (the “Consumers”).

The Company recognizes revenue when there is evidence of a contract, probable collection of the consideration to which the Company expects to be entitled to receive, and completion of the performance obligations.

Urgent.ly recognizes revenue on a gross basis (as the principal) or net basis (as the agent) depending on the nature of the Company’s role with respect to the Customer Partner to deliver roadside assistance services.

Full-service outsourcing - flat rate

Under the full-service outsourcing-flat rate agreements, the Company controls the services prior to the transfer to the Customer Partner. The nature of the Company’s promise is to provide a series of distinct services that the Company accounts for as a single performance obligation. As a result, the Company records revenues from flat rate service arrangements on a gross revenue basis and the costs are recorded as part of the cost of service. The Company has applied the right to invoice practical expedient in recognizing these revenues. The Company recognizes these revenues over time.

Full-service outsourcing - claim cost pass-through

Under the claim cost pass-through arrangement, the Company’s performance obligation is solely to arrange the dispatch of the roadside assistance services. The Company does not control all roadside assistance services. The Customer Partner controls all other RAS services prior to the transfer to the motorist, the ultimate consumer. The Company acts as an agent in this transaction and, as a result, the Company records only its flat dispatch fee as revenue from its claim cost pass-through arrangements, net of the costs incurred from the subcontract service providers. The Company recognizes these revenues over time.

Membership

The Company also derives revenues from membership offerings for roadside assistance services, for which the Company’s performance obligation is to provide roadside assistance services primarily to its Customer Partners’ members. The Company applied the right to invoice practical expedient and recognizes these revenues over time when the related fee is invoiced. The cost of providing services is charged to cost of revenue as incurred.

Software licensing arrangements

The Company occasionally enters into licensing arrangements with Customer Partners to provide access to its standard software platform. The Company customarily provides the Customer Partner with standard maintenance on licensed software which includes technical support and when-and-if available updates. The Company considers this a service of standing-ready to the customer to provide technical support and upgrades as needed, and unspecified upgrades are provided on a when-and-if available basis for the duration of the maintenance period. The license revenue and the maintenance bundled in the arrangement are considered a single performance obligation that is recognized over the term of the agreement.

Professional services

The Company sells professional services either on a stand-alone basis or as services bundled with software. Professional services include customization and design, integration, training and consulting services. Professional services performed by the Company represent distinct performance obligations, not highly interdependent or highly interrelated with the Company’s platform license and SaaS arrangements. The standalone selling prices are determined based on contracted terms on a contract by contract basis. Revenue for customization and design services represents the transfer to the customer for the right to access the customized software and therefore is recorded over time. Revenues for integration services, training and consulting services are separate performance obligations recognized over time as these and the SaaS arrangements can be purchased separately from the platform and SaaS arrangements.

Revenue on a disaggregated basis is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Full-service outsourcing—flat rate	$	45,794	$	51,178	$	138,297	$	132,817
Full-service outsourcing—claim cost pass-through		38		14		42		35
Membership		99		889		948		2,566
Software licensing arrangements		45		8		174		80
Professional services		71		45		141		125
Total revenue	$	46,047	$	52,134	$	139,602	$	135,623

Contract assets

The Company capitalizes costs to obtain contracts with Customer Partners, primarily employee sales commissions. At contract inception, the Company capitalizes such costs that it expects to recover and that would not have been incurred if the contract had not been obtained. Sales commissions earned by the Company’s sales team are considered incremental and recoverable costs of obtaining a contract and are deferred as other non-current assets and amortized on a straight-line basis over the initial contract term with an amortization period that exceeds one year. Commission expenses are included in sales and marketing expense on the condensed consolidated statements of operations. The expected period of benefit is determined using the initial contract term.

In connection with certain contracts, the Company capitalizes costs to fulfill contracts with Customer Partners, primarily costs to customize and integrate its platform in support of the contract requirements. Costs to fulfill are considered incremental and recoverable costs and are deferred as other non-current assets and amortized on a straight-line basis over the expected period of benefit for contracts with an amortization period that exceeds one year and included in cost of revenue on the condensed consolidated statements of operations. The expected period of benefit is determined using the initial contract term.


	2023			2022
Contract assets as of January 1	$	370		$	1,048
Additional contract costs to obtain		—			134
Amortization of contract costs to obtain		(69	)		(449	)
Amortization of contract costs to fulfill		(35	)		(106	)
Contract assets as of September 30	$	266		$	627

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net loss	$ (53,020)	$ (62,765)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	198	221
Amortization of right-of-use assets	508	500
Amortization of contract costs to obtain	69	449
Amortization of contract costs to fulfill	35	106
Amortization of deferred financing fees	1,080	1,043
Stock-based compensation	222	411
Bad debt expense	167
Gain on debt extinguishment	(4,913)
Change in fair value of derivative and warrant liabilities	(5,048)	(3,916)
Warrant expense	1,047	962
Noncash interest expense	32,106	9,618
Issuance of common stock warrants to advisors		92
Changes in operating assets and liabilities:
Accounts receivable	8,080	(6,294)
Prepaid expenses and other current assets	329	(869)
Other assets	(22)	(134)
Accounts payable	5,156	6,774
Accrued expenses	(1,263)	2,899
Deferred revenue	(195)	(60)
Lease liabilities	(550)	(565)
Long-term liabilities	4,017	10
Net cash used in operating activities	(11,997)	(51,518)
Cash flows from investing activities:
Purchases of property, equipment and software	(92)	(208)
Net cash used in investing activities	(92)	(208)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	10,000
Refunds (payments) of deferred financing fees	(291)	629
Proceeds from issuance of convertible notes payable	4,696	30,000
Proceeds from exercise of stock options		12
Net cash provided by financing activities	14,405	30,641
Net increase (decrease) in cash, cash equivalents and restricted cash	2,316	(21,085)
Cash, cash equivalents and restricted cash, beginning of period	7,407	31,206
Cash, cash equivalents and restricted cash, end of period	9,723	10,121
Supplemental disclosure of cash flow information:
Cash paid for interest	6,428	5,086
Supplemental noncash investing and financing activities:
Right-of-use assets obtained in exchange for lease obligations		3,160
Derivative Liability Resulting from Term Loan Amendment	773
Derivative Liability Resulting from Issuance Of Convertible Notes	$ 55	28,688
Warrants issued in connection with issuance of convertible notes		7,041
Issuance of common stock warrants for services		$ 92

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses consist of the following as of the periods presented:


	September 30, 2023		December 31, 2022
Accrued service provider costs	$	9,369	$	5,461
Accrued compensation		552		1,054
Accrued contract labor		484		2,400
Credit card liabilities		650		100
Accrued lender fees		2,320		—
Accrued transaction costs		2,122		—
Other accrued liabilities		2,706		4,107
Total accrued expenses	$	18,203	$	13,122

Insider Trading Arrangements	9 Months Ended
Insider Trading Arrangements	Sep. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Debt Arrangements - Additional Information (Details) - USD ($)				2 Months Ended	9 Months Ended
	Oct. 19, 2023	May 18, 2023	Feb. 09, 2023	May 31, 2023	Sep. 30, 2023	Jul. 01, 2023	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Term Loan					$ 142,153,000			$ 127,457,000
Gain on debt extinguishment					4,913,000
Derivative liability					$ 928,000			32,765,000
Structural Capital Term Loan [Member]
Debt Instrument [Line Items]
Debt instrument, maturity date					Nov. 01, 2024
Term Loan					$ 27,500,000			17,500,000
Structural Capital Term Loan [Member] \| First Amendment [Member]
Debt Instrument [Line Items]
Debt instrument restructuring fee			$ 2,232,000
Derivative liability written off		$ 492,000
Debt instrument fee			840,000
Debt instrument success fee			2,406,000
Debt instrument amendment fee			1,014,000
Debt instrument success fee increased			656,000
Fair value of derivative liability			492,000
Gain or loss of debt instrument modification			0
Structural Capital Term Loan [Member] \| Structural Second Amendment [Member]
Debt Instrument [Line Items]
Debt instrument repayment fee		400,000
Increase in term loan amount		10,000,000
Gain on debt extinguishment		4,913,000
Derivative liabilities		773,000
Aggregate amount		$ 500,000
Exercise price		$ 0.9
Derivative liability					928,000
Structural Capital Term Loan [Member] \| Merger Agreement [Member] \| Otonomo [Member] \| Subsequent Event [Member]
Debt Instrument [Line Items]
Debt instrument, maturity date	Nov. 01, 2024
Structural Capital Term Loan [Member] \| Maximum [Member] \| Structural Second Amendment [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate		13.50%
Structural Capital Term Loan [Member] \| Prime Rate [Member] \| Structural Second Amendment [Member]
Debt Instrument [Line Items]
Debt instrument, variable rate		7.00%
Structural Capital Term Loan [Member] \| Prime Rate [Member] \| Minimum [Member] \| Structural Second Amendment [Member]
Debt Instrument [Line Items]
Debt instrument, variable rate		3.25%
Structural Capital Term Loan Tranche One [Member]
Debt Instrument [Line Items]
Term Loan					$ 14,000,000
Structural Capital Term Loan Tranche One [Member] \| First Amendment [Member]
Debt Instrument [Line Items]
Term Loan			$ 14,000,000
Structural Capital Term Loan Tranche One [Member] \| Maximum [Member] \| First Amendment [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate			14.00%
Structural Capital Term Loan Tranche One [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate					14.00%
Structural Capital Term Loan Tranche One [Member] \| Prime Rate [Member]
Debt Instrument [Line Items]
Debt instrument, variable rate					7.50%
Structural Capital Term Loan Tranche One [Member] \| Prime Rate [Member] \| First Amendment [Member]
Debt Instrument [Line Items]
Debt instrument, variable rate			7.50%
Structural Capital Term Loan Tranche One [Member] \| Prime Rate [Member] \| Minimum [Member] \| First Amendment [Member]
Debt Instrument [Line Items]
Debt instrument, variable rate			3.25%
Structural Capital Term Loan Tranche Two [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate					13.50%
Term Loan					$ 13,500,000
Structural Capital Term Loan Tranche Two [Member] \| First Amendment [Member]
Debt Instrument [Line Items]
Term Loan			$ 3,500,000
Structural Capital Term Loan Tranche Two [Member] \| Maximum [Member] \| First Amendment [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate			13.50%
Structural Capital Term Loan Tranche Two [Member] \| Prime Rate [Member]
Debt Instrument [Line Items]
Debt instrument, variable rate					7.00%
Structural Capital Term Loan Tranche Two [Member] \| Prime Rate [Member] \| First Amendment [Member]
Debt Instrument [Line Items]
Debt instrument, variable rate			7.00%
Structural Capital Term Loan Tranche Two [Member] \| Prime Rate [Member] \| Minimum [Member] \| First Amendment [Member]
Debt Instrument [Line Items]
Debt instrument, variable rate			3.25%
Highbridge Capital Term Loan [Member]
Debt Instrument [Line Items]
Debt instrument, maturity date					Jan. 31, 2025
Term Loan					$ 40,000,000			$ 40,000,000
Debt instrument consent fee			$ 4,639,000
Highbridge Capital Term Loan [Member] \| First Amendment [Member]
Debt Instrument [Line Items]
Debt instrument first amendment fee			2,319,000
Highbridge Capital Term Loan [Member] \| Highbridge Second Amendment [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate							12.00%
Debt instrument second amendment fee			3,000,000
Debt instrument, commitment amount			$ 40,000,000
Highbridge Capital Term Loan [Member] \| Third Amendment [Member]
Debt Instrument [Line Items]
Debt instrument amendment fee		$ 400,000
Highbridge Capital Term Loan [Member] \| Merger Agreement [Member] \| Otonomo [Member] \| Subsequent Event [Member]
Debt Instrument [Line Items]
Debt instrument, maturity date	Jan. 31, 2025
Highbridge Capital Term Loan [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate					13.00%
Highbridge Capital Term Loan [Member] \| Maximum [Member] \| Highbridge Second Amendment [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate						13.00%
Highbridge Capital Term Loan [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate					12.00%
2023 Convertible Promissory Notes [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate					15.00%
Accrued interest rate per annum				15.00%
Debt instrument, maturity date				Jun. 30, 2024	Jun. 30, 2024
Conversion price			$ 3.66191
Price per share to convert into common stock equal to percentage of outstanding debt			80.00%
Term Loan					$ 4,696,000
Debt instrument conversion base amount for cap price			$ 380,000,000
Debt instrument conversion base amount for equity value			$ 271,000,000
Share price			$ 0.7
Proceeds from issuance of debt				$ 4,700,000
Exercise price			$ 65
Debt instrument, percentage of repayment of outstanding principal and unpaid interest					300.00%
Fair value of derivative liability				$ 55,000	$ 1,075,000

Leases - Summary of Operating Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Lease cost	$ 296	$ 305	$ 880	$ 895
Sublease income	(69)	(69)	(206)	(187)
Total lease cost	$ 227	$ 236	$ 674	$ 708

Income Taxes

9 Months Ended

Sep. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

8. Income taxes

The Company accounts for income taxes as required by FASB Accounting Standards Codification (“ASC”) Topic No. 740, Income Taxes. This Topic clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Topic also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Topic requires an entity to recognize the financial statement impact of a tax position when it is more likely than not that the position will be sustained upon examination. The amount recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. In addition, the Topic permits an entity to recognize interest and penalties related to tax uncertainties as either income tax expense or operating expenses. The Company has chosen to recognize interest and penalties related to tax uncertainties as income tax expense.

The Company assesses whether a valuation allowance should be recorded against its deferred tax assets based on the consideration of all available evidence, using a “more likely than not” realization standard. The four sources of taxable income that must be considered in determining whether deferred tax assets will be realized are: (1) future reversals of existing taxable temporary differences (i.e., offset of gross deferred tax liabilities against gross deferred tax assets); (2) taxable income in prior carryback years, if carryback is permitted under the applicable tax law; (3) tax planning strategies; and (4) future taxable income exclusive of reversing temporary differences and carryforwards.

In assessing whether a valuation allowance is required, significant weight is to be given to evidence that can be objectively verified. A significant factor in the Company’s assessment is the Company’s three-year cumulative loss. These facts, combined with uncertain near-term market and economic conditions, reduced the Company’s ability to rely on projections of future taxable income in assessing the realizability of its deferred tax assets. After a review of the four sources of taxable income as of December 31, 2022, and after consideration of the Company’s cumulative loss position as of December 31, 2022, the Company will continue to reserve its U.S.-based deferred tax amounts as of September 30, 2023.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Summary of Significant Accounting Policies - Additional Information (Details)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023 Segment Unit	Sep. 30, 2022	Dec. 31, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Present value of cashflow modification of debt instrument percentage			10.00%
Number of business unit \| Unit			1
Number of operating segment \| Segment			1
Customer Concentration Risk \| Two Customers \| Accounts Receivable
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration Risk, Percentage					34.00%
Customer Concentration Risk \| Three Customers \| Revenue
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration Risk, Percentage	67.00%		64.00%
Customer Concentration Risk \| Three Customers \| Accounts Receivable
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration Risk, Percentage			59.00%
Customer Concentration Risk \| Four Customers \| Revenue
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration Risk, Percentage		72.00%		70.00%
ASU 2016-13
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Change in accounting principle, ASU, Adopted [true false]	true		true
Change in accounting principle, ASU, Adoption date	Jan. 01, 2023		Jan. 01, 2023
Change in Accounting Principle, ASU, Immaterial effect [true false]	true		true

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit (Unaudited) - USD ($)	Total	Redeemable Convertible Preferred Stock Series B-1	Redeemable Convertible Preferred Stock Series B	Redeemable Convertible Preferred Stock Series A	Redeemable Convertible Preferred Stock Series Seed	Redeemable Convertible Preferred Stock Series C	Redeemable Convertible Preferred Stock Series C-1	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Temporary equity, beginning balance at Dec. 31, 2021		$ 19,045,000	$ 10,925,000	$ 10,218,000	$ 996,000	$ 19,940,000	$ 18,732,000
Temporary equity, beginning balance, Shares at Dec. 31, 2021		62,731	30,896	60,693	12,260	42,436	49,732
Beginning balance at Dec. 31, 2021	$ (120,571,000)								$ 7,161,000	$ (127,732,000)
Beginning balance, Shares at Dec. 31, 2021								53,240
Issuance of common stock	7,000								7,000
Issuance of common stock, Shares								74
Temporary equity, accretion of preferred stock to redemption value		$ 71,000	$ 6,000
Accretion of preferred stock to redemption value	(81,000)					$ 4,000			(81,000)
Stock-based compensation expense	155,000								155,000
Net loss	(21,195,000)									(21,195,000)
Temporary equity, ending balance at Mar. 31, 2022		$ 19,116,000	$ 10,931,000	$ 10,218,000	$ 996,000	$ 19,944,000	$ 18,732,000
Temporary equity, ending balance, Shares at Mar. 31, 2022		62,731	30,896	60,693	12,260	42,436	49,732
Ending balance at Mar. 31, 2022	(141,685,000)								7,242,000	(148,927,000)
Ending balance, Shares at Mar. 31, 2022								53,314
Temporary equity, beginning balance at Dec. 31, 2021		$ 19,045,000	$ 10,925,000	$ 10,218,000	$ 996,000	$ 19,940,000	$ 18,732,000
Temporary equity, beginning balance, Shares at Dec. 31, 2021		62,731	30,896	60,693	12,260	42,436	49,732
Beginning balance at Dec. 31, 2021	(120,571,000)								7,161,000	(127,732,000)
Beginning balance, Shares at Dec. 31, 2021								53,240
Net loss	(62,765,000)
Temporary equity, ending balance at Sep. 30, 2022						$ 46,334
Temporary equity, ending balance, Shares at Sep. 30, 2022						157,395
Ending balance at Sep. 30, 2022	(148,042,000)								48,239,000	(196,281,000)
Ending balance, Shares at Sep. 30, 2022								154,702
Temporary equity, beginning balance at Mar. 31, 2022		$ 19,116,000	$ 10,931,000	$ 10,218,000	$ 996,000	$ 19,944,000	$ 18,732,000
Temporary equity, beginning balance, Shares at Mar. 31, 2022		62,731	30,896	60,693	12,260	42,436	49,732
Beginning balance at Mar. 31, 2022	(141,685,000)								7,242,000	(148,927,000)
Beginning balance, Shares at Mar. 31, 2022								53,314
Issuance of common stock	5,000								5,000
Issuance of common stock, Shares								37
Temporary equity, accretion of preferred stock to redemption value		$ 72,000	$ 6,000
Accretion of preferred stock to redemption value	(82,000)					$ 4,000			(82,000)
Stock-based compensation expense	146,000								146,000
Net loss	(18,513,000)									(18,513,000)
Temporary equity, ending balance at Jun. 30, 2022		$ 19,188,000	$ 10,937,000	$ 10,218,000	$ 996,000	$ 19,948,000	$ 18,732,000
Temporary equity, ending balance, Shares at Jun. 30, 2022		62,731	30,896	60,693	12,260	42,436	49,732
Ending balance at Jun. 30, 2022	(160,129,000)								7,311,000	(167,440,000)
Ending balance, Shares at Jun. 30, 2022								53,351
Temporary equity recapitalization		$ (19,188,000)	$ (10,937,000)	$ (10,218,000)	$ (996,000)	$ 26,386	$ (18,732,000)
Temporary equity recapitalization, Shares		(62,731)	(30,896)	(60,693)	(12,260)	114,959	(49,732)
Equity recapitalization	34,942,000								40,726,000	(5,784,000)
Equity recapitalization, Shares								101,351
Issuance of warrants on common stock	92,000								92,000
Stock-based compensation expense	110,000								110,000
Net loss	(23,057,000)									(23,057,000)
Temporary equity, ending balance at Sep. 30, 2022						$ 46,334
Temporary equity, ending balance, Shares at Sep. 30, 2022						157,395
Ending balance at Sep. 30, 2022	(148,042,000)								48,239,000	(196,281,000)
Ending balance, Shares at Sep. 30, 2022								154,702
Temporary equity, beginning balance at Dec. 31, 2022	46,334,000					$ 46,334,000
Temporary equity, beginning balance, Shares at Dec. 31, 2022						157,395
Beginning balance at Dec. 31, 2022	(181,171,000)								48,327,000	(229,498,000)
Beginning balance, Shares at Dec. 31, 2022								154,786
Stock-based compensation expense	77,000								77,000
Net loss	(17,748,000)									(17,748,000)
Temporary equity, ending balance at Mar. 31, 2023						$ 46,334,000
Temporary equity, ending balance, Shares at Mar. 31, 2023						157,395
Ending balance at Mar. 31, 2023	(198,842,000)								48,404,000	(247,246,000)
Ending balance, Shares at Mar. 31, 2023								154,786
Temporary equity, beginning balance at Dec. 31, 2022	46,334,000					$ 46,334,000
Temporary equity, beginning balance, Shares at Dec. 31, 2022						157,395
Beginning balance at Dec. 31, 2022	(181,171,000)								48,327,000	(229,498,000)
Beginning balance, Shares at Dec. 31, 2022								154,786
Net loss	(53,020,000)
Temporary equity, ending balance at Sep. 30, 2023	46,334,000					$ 46,334,000
Temporary equity, ending balance, Shares at Sep. 30, 2023						157,395
Ending balance at Sep. 30, 2023	(233,969,000)								48,549,000	(282,518,000)
Ending balance, Shares at Sep. 30, 2023								154,791
Temporary equity, beginning balance at Mar. 31, 2023						$ 46,334,000
Temporary equity, beginning balance, Shares at Mar. 31, 2023						157,395
Beginning balance at Mar. 31, 2023	(198,842,000)								48,404,000	(247,246,000)
Beginning balance, Shares at Mar. 31, 2023								154,786
Stock-based compensation expense	76,000								76,000
Net loss	(6,420,000)									(6,420,000)
Temporary equity, ending balance at Jun. 30, 2023						$ 46,334,000
Temporary equity, ending balance, Shares at Jun. 30, 2023						157,395
Ending balance at Jun. 30, 2023	(205,186,000)								48,480,000	(253,666,000)
Ending balance, Shares at Jun. 30, 2023								154,786
Issuance of common stock, Shares								5
Stock-based compensation expense	69,000								69,000
Net loss	(28,852,000)									(28,852,000)
Temporary equity, ending balance at Sep. 30, 2023	46,334,000					$ 46,334,000
Temporary equity, ending balance, Shares at Sep. 30, 2023						157,395
Ending balance at Sep. 30, 2023	$ (233,969,000)								$ 48,549,000	$ (282,518,000)
Ending balance, Shares at Sep. 30, 2023								154,791

Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 8,673	$ 6,357
Restricted cash	1,050	1,050
Accounts receivable, net of allowance for doubtful accounts of $52 and $338 in 2023 and 2022, respectively	25,719	33,966
Prepaid expenses and other current assets	1,773	2,102
Total current assets	37,215	43,475
Right-of-use assets	1,977	2,485
Property and equipment, net of accumulated depreciation of $2,042 and $1,843 in 2023 and 2022, respectively	308	414
Intangible assets, net	31	31
Other non-current assets	456	538
Total assets	39,987	46,943
Current liabilities:
Accounts payable	12,692	7,536
Accrued expenses	18,203	13,122
Accrued interest	13,368	6,689
Deferred revenue, current	154	349
Current lease liabilities	636	740
Derivative liability, current	31,142
Current portion of long-term debt, net	62,710
Total current liabilities	138,905	28,436
Long-term lease liabilities	1,674	2,120
Long-term debt, net	65,560	99,443
Derivative liability	928	32,765
Warrant liability	11,479	13,957
Other long-term liabilities	9,076	5,059
Total liabilities	227,622	181,780
Redeemable convertible preferred stock, Series C, par value $0.001; 160,000 shares authorized, 157,395 issued and outstanding in 2023 and 2022	46,334	46,334
Stockholders' deficit:
Additional paid-in capital	48,549	48,327
Accumulated deficit	(282,518)	(229,498)
Total stockholders' deficit	(233,969)	(181,171)
Total liabilities, redeemable convertible preferred stock and stockholders' deficit	$ 39,987	$ 46,943

Debt Arrangements - Summary of Debt Arrangements (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total long term debt	$ 142,153	$ 127,457
Less: current portion	(74,653)
Less: debt issuance costs and discounts, long-term	(1,940)	(28,014)
Total long-term debt, net	65,560	99,443
2021 Convertible Promissory Notes [Member]
Debt Instrument [Line Items]
Total long term debt	39,957	39,957
Structural Capital Term Loan [Member]
Debt Instrument [Line Items]
Total long term debt	27,500	17,500
Highbridge Capital Term Loan [Member]
Debt Instrument [Line Items]
Total long term debt	40,000	40,000
2022 Convertible Promissory Notes [Member]
Debt Instrument [Line Items]
Total long term debt	30,000	$ 30,000
2023 Convertible Promissory Notes [Member]
Debt Instrument [Line Items]
Total long term debt	$ 4,696

Organization

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

1. Organization

Urgent.ly Inc. (collectively along with other wholly-owned subsidiaries, “Urgent.ly” or the “Company”) was incorporated in the State of Delaware in May 2013. Urgent.ly is a leading connected mobility assistance software platform that matches vehicle owners and operators with service professionals who deliver traditional roadside assistance, proactive maintenance and repair services.

Urgent.ly is headquartered in Vienna, Virginia. On September 1, 2017, Roadside Innovation Inc. was incorporated in the State of Delaware as a wholly-owned subsidiary of Urgent.ly for the purpose of obtaining and holding motor club licenses in support of certain services provided by Urgent.ly. On July 23, 2020, Roadside Innovation (Arkansas) Inc. was incorporated in the State of Arkansas as a wholly-owned subsidiary of Urgent.ly for the purpose of obtaining and holding motor club licenses in support of certain services provided by Urgent.ly. On September 3, 2020, Urgently Canada Technologies ULC was incorporated in British Columbia, Canada as a wholly-owned subsidiary of Urgent.ly for the purpose of providing roadside assistance services in Canada.

On July 28, 2023, the Company amended its Certificate of Incorporation to effect a 1-for-90 reverse stock split (the “Reverse Stock Split”) of its common stock (“Common Stock”) and Series C preferred stock. The Company has adjusted all periods presented for the effects of the stock split.

Liquidity risk and going concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business.

The Company has a history of recurring operating losses and has required debt and equity financing to finance its operations. The Company reported an accumulated deficit of $282,518 as of September 30, 2023 and an operating loss of $22,304 for the nine months ended September 30, 2023.

Liquidity risk is the risk that suitable sources of funding for the Company’s business activities may not be available. The Company has a planning and budgeting process to monitor operating cash requirements including amounts projected for capital expenditures which are adjusted as input variables change. These variables include, but are not limited to, operating cash flows and the availability of other sources of debt and capital. As these variables change, the Company may be required to seek funding through additional equity issuances and/or additional debt financings.

As further described in Note 12, the Company completed its acquisition of Otonomo Technologies Ltd. (“Otonomo”) on October 19, 2023. The transaction consisted of the acquisition of the Otonomo business, employees, revenue contracts, technology and net assets, including approximately $100,000 of cash, cash equivalents, and short-term investments, net of estimated transaction costs. Additionally, approximately $70,400 of Company debt was converted to Common Stock in connection with the Merger, leaving approximately $71,800 in principal debt outstanding. The additional cash is expected to fund strategic growth initiatives and daily operations for the combined Company, and to pay down debt as required. Although this cash is available to the Company, and as the Company continues to define the final details related to the Otonomo business integration and assess its capital asset plans related to the current outstanding debt, the Company believes that the current cash on hand may not be sufficient to fund operations beyond twelve months from the date of issuance of these condensed consolidated financial statements. This has led management to conclude that substantial doubt about the Company’s ability to continue as a going concern exists.

In the event the Company is unable to successfully raise additional equity or debt or refinance its existing debt during the next twelve months from the date of issuance of the condensed consolidated financial statements, the Company will not have sufficient cash flows and liquidity to finance its business operations as currently contemplated. The condensed consolidated financial statements do not include any adjustments of the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair value measurements

4. Fair value measurements

The Company measures certain financial assets and liabilities at fair value. Fair value is determined based on the exit price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy:


Level 1 -	Quoted prices in active markets for identical assets or liabilities.

Level 2 -	Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 -	Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

The Company’s population of financial assets and liabilities subject to fair value measurements on a recurring basis are as follows:


	Fair Value as of September 30, 2023
Recurring fair value measurements	Level 1		Level 2		Level 3		Total
Liabilities:
Derivative liability, current	$	—	$	—	$	31,142	$	31,142
Derivative liability, long-term		—		—		928	$	928
Warrant liability		—		—		11,479		11,479
Total liabilities in fair value hierarchy	$	—	$	—	$	43,549	$	43,549


	Fair Value as of December 31, 2022
Recurring fair value measurements	Level 1		Level 2		Level 3		Total
Liabilities:
Derivative liability	$	—	$	—	$	32,765	$	32,765
Warrant liability		—		—		13,957		13,957
Total liabilities in fair value hierarchy	$	—	$	—	$	46,722	$	46,722

Level 3 financial liabilities consist of the derivative liability and the warrant liability for which there is no current market for the securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

The Company’s derivative liability represents embedded share-settled redemption and contingent fee features bifurcated from the underlying convertible notes and term loans and is carried at fair value. The changes in the fair value of the derivative liability are recorded as Change in fair value of derivative liability in the condensed consolidated statements of operations.

Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. Since derivative financial instruments are initially and subsequently carried at fair value, the Company’s income will reflect the volatility in these estimate and assumption changes.

The fair value of the share-settled redemption derivative liability was estimated based on the present value of the redemption discounts applied to the principal amount of each of the respective convertible promissory notes, adjusted to reflect the weighted probability of exercise. The fair value of the contingent fee derivative liability was estimated based on its total value, adjusted to reflect the weighted probability of the occurrence of the contingent event.

The Company estimates the fair value of the warrant liability using the projected future cash flows and discounting the future amounts to a present value using market-based expectations for interest rates and the contractual terms of the warrants. Changes in the fair value of the warrant liability are recorded as Change in the fair value of the warrant liability in the condensed consolidated statements of operations.

The following table presents a reconciliation of the changes in fair value of the beginning and ending balances for the Company’s derivative liability and warrant liability at fair value using inputs classified as Level 3 in the fair value hierarchy:


	Derivative Liability			Warrant Liability			Total
Balance at December 31, 2022	$	32,765		$	13,957		$	46,722
Issuances		1,320			1,047			2,367
Extinguishments		(492	)		—			(492	)
Change in fair value		(1,523	)		(3,525	)		(5,048	)
Balance at September 30, 2023	$	32,070		$	11,479		$	43,549

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Revenue - Schedule of Contract assets (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Contract with Customer, Asset, after Allowance for Credit Loss [Abstract]
Contract assets as of January 1	$ 370	$ 1,048
Additional contract costs to obtain		134
Amortization of contract costs to obtain	(69)	(449)
Amortization of contract costs to fulfill	(35)	(106)
Contract assets as of September 30	$ 266	$ 627

Leases - Summary of Additional Information Relating to Company's Operating Leases (Details)	Sep. 30, 2023	Dec. 31, 2022
Leases [Abstract]
Weighted average remaining lease term (years)	3 years 7 months 6 days	4 years 2 months 12 days
Weighted average discount rate	8.80%	8.60%

Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

10. Commitments and contingencies

Litigation

The Company from time to time may be involved in various claims and legal proceedings that arise in the ordinary course of business. It is the opinion of management that there are no unresolved claims and litigation in which the Company is currently involved that will materially affect the financial position or operations of the Company.

Fair value measurements - Summary of Financial Assets And Liabilities Measurement on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, fair value	$ 43,549	$ 46,722
Derivative Liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, fair value		32,765
Derivative Liability Current
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, fair value	31,142
Derivative Liability, Long-Term
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, fair value	928
Warrant Liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, fair value	11,479	13,957
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, fair value	43,549	46,722
Level 3 \| Derivative Liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, fair value		32,765
Level 3 \| Derivative Liability Current
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, fair value	31,142
Level 3 \| Derivative Liability, Long-Term
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, fair value	928
Level 3 \| Warrant Liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, fair value	$ 11,479	$ 13,957

Organization - Additional Information (Details) $ in Thousands			3 Months Ended		9 Months Ended
	Oct. 19, 2023 USD ($)	Jul. 28, 2023	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Accumulated deficit			$ (282,518)		$ (282,518)		$ (229,498)
Operating loss			$ (5,848)	$ (13,132)	$ (22,304)	$ (45,127)
Merger Agreement \| Otonomo \| Subsequent Event
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Cash, cash equivalents, and short-term investments, net of estimated transaction costs	$ 100,000
Business combination debt converted to common shares, value	70,400
Business combination, debt outstanding	$ 71,800
Common Stock [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Reverse stock split, description		a 1-for-90 reverse stock split
Reverse stock split ratio		0.01
Series C Preferred Stock [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Reverse stock split, description		a 1-for-90 reverse stock split
Reverse stock split ratio		0.01

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued service provider costs	$ 9,369	$ 5,461
Accrued compensation	552	1,054
Accrued contract labor	484	2,400
Credit card liabilities	650	100
Accrued lender fees	2,320
Accrued transaction costs	2,122
Other accrued liabilities	2,706	4,107
Total accrued expenses	$ 18,203	$ 13,122

Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Accounts receivable, net of allowance for doubtful accounts	$ 52	$ 338
Property and equipment, net of accumulated depreciation	$ 2,042	$ 1,843
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	600,000,000	600,000,000
Common stock, shares issued	154,791	154,786
Common stock, shares outstanding	154,791	154,786
Redeemable Convertible Preferred Stock Series C
Redeemable convertible preferred stock, par value	$ 0.001	$ 0.001
Redeemable convertible preferred stock, shares authorized	160,000	160,000
Redeemable convertible preferred stock, shares issued	157,395	157,395
Redeemable convertible preferred stock, shares outstanding	157,395	157,395

Debt Arrangements (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Summary of Debt Arrangements

The Company’s debt arrangements consist of the following as of the periods presented:


	September 30, 2023			December 31, 2022
2021 convertible promissory notes with an interest rate of 10.0% per annum maturing June 30, 2024	$	39,957		$	39,957
Structural Capital term loan with an interest rate at the greater of 14.0% or the prime rate plus 7.5% per annum for the first $14,000, 13.5% or the prime rate plus 7.0% for the remaining $13,500; maturing on November 1, 2024 (see Note 12)		27,500			17,500
Highbridge Capital term loan with an interest rate ranging from 12%-13% per annum maturing on January 31, 2025 (see Note 12)		40,000			40,000
2022 convertible promissory notes with an interest rate of 15.0% per annum maturing June 30, 2024		30,000			30,000
2023 convertible promissory notes with an interest rate of 15.0% per annum maturing June 30, 2024		4,696			—
		142,153			127,457
Less: current portion		(74,653	)		—
Less: debt issuance costs and discounts, long-term		(1,940	)		(28,014	)
Total long-term debt, net	$	65,560		$	99,443

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Debt Arrangements - Summary of Debt Arrangements (Parenthetical) (Details) - USD ($) $ in Thousands	2 Months Ended	9 Months Ended
	May 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Term Loan		$ 142,153	$ 127,457
2021 Convertible Promissory Notes [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate		10.00%
Debt instrument, maturity date		Jun. 30, 2024
Term Loan		$ 39,957	39,957
Structural Capital Term Loan [Member]
Debt Instrument [Line Items]
Debt instrument, maturity date		Nov. 01, 2024
Term Loan		$ 27,500	17,500
Structural Capital Term Loan Tranche One [Member]
Debt Instrument [Line Items]
Term Loan		$ 14,000
Structural Capital Term Loan Tranche One [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate		14.00%
Structural Capital Term Loan Tranche Two [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate		13.50%
Term Loan		$ 13,500
Highbridge Capital Term Loan [Member]
Debt Instrument [Line Items]
Debt instrument, maturity date		Jan. 31, 2025
Term Loan		$ 40,000	40,000
Highbridge Capital Term Loan [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate		13.00%
Highbridge Capital Term Loan [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate		12.00%
2022 Convertible Promissory Notes [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate		15.00%
Debt instrument, maturity date		Jun. 30, 2024
Term Loan		$ 30,000	$ 30,000
2023 Convertible Promissory Notes [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate		15.00%
Debt instrument, maturity date	Jun. 30, 2024	Jun. 30, 2024
Term Loan		$ 4,696
Prime Rate [Member] \| Structural Capital Term Loan Tranche One [Member]
Debt Instrument [Line Items]
Debt instrument, variable rate		7.50%
Prime Rate [Member] \| Structural Capital Term Loan Tranche Two [Member]
Debt Instrument [Line Items]
Debt instrument, variable rate		7.00%

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2023
Accounting Policies [Abstract]
Principles of consolidation	Principles of consolidation The accompanying condensed consolidated financial statements include the accounts of Urgent.ly Inc. and its wholly-owned subsidiaries Roadside Innovation Inc., Roadside Innovation (Arkansas) Inc., and Urgently Canada Technologies ULC. All significant intercompany balances and transactions have been eliminated in consolidation.
Basis of presentation	Basis of presentation The accompanying condensed consolidated balance sheet as of September 30, 2023 and the condensed consolidated statements of operations, redeemable convertible preferred stock and stockholders’ deficit for the three and nine months ended September 30, 2023 and 2022, and cash flows for the nine months ended September 30, 2023 and 2022 are unaudited. These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all material adjustments, including normal recurring adjustments, necessary for the fair presentation of its financial position as of September 30, 2023 and its results of operations, changes in redeemable convertible preferred stock and stockholders’ deficit for the three and nine months ended September 30, 2023 and 2022, and cash flows for the nine months ended September 30, 2023 and 2022. The results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2023. The condensed consolidated balance sheet at December 31, 2022 was derived from audited financial statements for the year ended December 31, 2022 included in the Final Prospectus but does not contain all of the footnote disclosures from the annual financial statements. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the fiscal years ended December 31, 2022 and 2021 included in the Final Prospectus.
Use of estimates	Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Concentrations of credit risk	Concentrations of credit risk Financial instruments that subject the Company to credit risk consist primarily of cash, cash equivalents, restricted cash and accounts receivable. The Company places its cash, cash equivalents and restricted cash in an accredited financial institution and the balances are above federally insured limits. Management monitors the creditworthiness of its customers and believes that it has adequately provided for any exposure to potential credit losses. During the three months ended September 30, 2023 and 2022, 67% and 72% of revenue was earned from three and four customers, respectively. During the nine months ended September 30, 2023 and 2022, 64% and 70% of revenue was earned from three and four customers, respectively. At September 30, 2023 and December 31, 2022, 59% and 34% of accounts receivable was due from four and two customers, respectively.
Modification of debt instruments	Modification of debt instruments Modifications or exchanges of debt, which are not considered a troubled debt restructuring, are considered extinguishments if the terms of the new debt and the original instrument are substantially different. The instruments are considered substantially different when the present value of the cash flows under the terms of the new debt instrument are at least 10% different from the present value of the remaining cash flows under the terms of the original instrument. If the original and new debt instruments are substantially different, the original debt is derecognized and the new debt is initially recorded at fair value, with the difference recognized as an extinguishment gain or loss. During the nine months ended September 30, 2023, the Company amended its term loans and convertible promissory notes (see Note 6).
Segment reporting	Segment reporting The Company has one primary business unit based on how management internally evaluates separate financial information, business activities and management responsibility: Mobility Assistance Services. The Mobility Assistance Services segment includes all products, services and software used to generate revenue under the Company’s commercial agreements. As the Company only operates in one segment, it does not separately allocate operating expenses or specific assets.
New accounting pronouncement	New accounting pronouncement In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This updated guidance sets forth a current expected credit loss model based on expected losses. Under this model, an entity recognizes an allowance for expected credit losses based on historical experience, current conditions and forecasted information rather than the current methodology of delaying recognition of credit losses until it is probable a loss has been incurred. This guidance becomes effective for the Company beginning in interim periods starting in fiscal year 2023. The Company adopted the new standard effective January 1, 2023, and adoption did not have a material impact on the Company's consolidated financial statements.

- Definition

Disclosure of accounting policy for segment reporting.

+ References + Details

Subsequent Events - Additional Information (Details)		9 Months Ended
Subsequent Events - Additional Information (Details)	Oct. 19, 2023 shares PromissoryNoteHolders $ / shares	Sep. 30, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares
Subsequent Event [Line Items]
Common stock, shares issued		154,791	154,786
Common stock, shares authorized		600,000,000	600,000,000
Common stock, par value \| $ / shares		$ 0.001	$ 0.001
Subsequent Event
Subsequent Event [Line Items]
Common stock, shares authorized	1,000,000,000
Common stock, par value \| $ / shares	$ 0.001
Preferred stock, shares authorized	100,000,000
Preferred stock, par value \| $ / shares	$ 0.001
Subsequent Event \| Merger Agreement \| Otonomo
Subsequent Event [Line Items]
Common stock exchange ratio per share	0.51756
Merger agreement ownership percentage	60.30%
Common stock, shares issued	5,435,568
Merger agreement ownership percentage	39.70%
2022 Convertible Promissory Notes
Subsequent Event [Line Items]
Extension of maturity date		Jun. 30, 2024
2022 Convertible Promissory Notes \| Subsequent Event \| Merger Agreement \| Otonomo
Subsequent Event [Line Items]
Number of Convertible promissory note holders \| PromissoryNoteHolders	37
2022 Convertible Promissory Notes \| Subsequent Event \| Common Stock \| Merger Agreement \| Otonomo
Subsequent Event [Line Items]
Convertible debt percentage	86.00%
Structural Capital Term Loan
Subsequent Event [Line Items]
Extension of maturity date		Nov. 01, 2024
Structural Capital Term Loan \| Subsequent Event \| Merger Agreement \| Otonomo
Subsequent Event [Line Items]
Extension of maturity date	Nov. 01, 2024
Highbridge Capital Term Loan
Subsequent Event [Line Items]
Extension of maturity date		Jan. 31, 2025
Highbridge Capital Term Loan \| Subsequent Event \| Merger Agreement \| Otonomo
Subsequent Event [Line Items]
Extension of maturity date	Jan. 31, 2025

Leases (Tables)

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Summary of Operating Lease Cost

Operating lease cost consists of the following:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Lease cost	$	296		$	305		$	880		$	895
Sublease income		(69	)		(69	)		(206	)		(187	)
Total lease cost	$	227		$	236		$	674		$	708

Summary of Maturity of Operating Lease Liabilities

The maturity of operating lease liabilities is presented in the following table as of September 30, 2023:


2023	$	238
2024		757
2025		618
2026		635
2027		458
Thereafter		—
Total lease payments		2,706
Less imputed interest		(396	)
Present value of lease liabilities	$	2,310

Summary of Additional Information Relating to Company's Operating Leases

Additional information relating to the Company’s operating leases follows:


	September 30, 2023			December 31, 2022
Weighted average remaining lease term (years)		3.6			4.2
Weighted average discount rate		8.8	%		8.6	%

Stock-based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

7. Stock-based compensation

Equity plans

The Company has a 2013 Equity Incentive Plan (the “Plan”), under which it may grant incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards, and stock appreciation rights to selected employees, directors and consultants. In February 2023, the board of directors of the Company (the “Board”) approved an increase in the number of shares of Common Stock reserved for issuance under the Plan by 698,675 shares. The Company has 771,680 shares of Common Stock reserved for issuance under the Plan as of September 30, 2023. The Plan is administered by the Board, which determines the terms of options, including exercise price, the number of shares subject to the options, the vesting schedule, and the terms and conditions of the exercise.

On June 16, 2023, the Board approved the 2023 Equity Incentive Plan (the “2023 Plan”), which will become effective upon the filing of a Form 8-A with the SEC. The 2023 Plan provides for the granting of stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to employees, directors and consultants and any of the Company’s future subsidiary corporations’ employees and consultants. 1,383,197 shares of Common Stock are reserved for issuance pursuant to the 2023 Plan and will be subject to an annual increase.

On June 16, 2023, the Company’s Board approved the 2023 Employee Stock Purchase Plan (the “ESPP”), which was effective upon approval. The ESPP allows for the sale of 221,311 shares of Common Stock to eligible employees within established offering periods with certain limitations on participation by individual employees and is subject to an annual increase.

Stock options

There were no stock options granted during the three and nine months ended September 30, 2023. As of September 30, 2023, there were 726,261 shares available for future grants under the Plan.

The fair value of stock options is recognized as expense on a straight-line basis over the vesting periods. During the three months ended September 30, 2023 and 2022, the Company recognized compensation expense related to stock options of $69 and $110, respectively. During the nine months ended September 30, 2023 and 2022, the Company recognized compensation expense related to stock options of $222 and $411, respectively.

Subsequent Events

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

12. Subsequent events

The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The following events were noted:

Otonomo Merger

On October 19, 2023, the Company completed its acquisition of Otonomo in accordance with the terms of the Agreement and Plan of Merger, dated as of February 9, 2023 (the “Merger Agreement”), by and among the Company, Otonomo, and U.O Odyssey Merger Sub Ltd. (“Merger Sub”), in which Merger Sub merged with and into Otonomo, with Otonomo surviving as a direct wholly owned subsidiary of the Company that will continue to be governed by Israeli law (the “Merger”).

At the time at which the Merger became effective pursuant to the terms of the Merger Agreement (the “Effective Time”), the Company issued an aggregate of 5,435,568 shares of its Common Stock to former Otonomo shareholders based on an exchange ratio of 0.51756 shares of Common Stock for each Otonomo ordinary share (excluding shares owned by Otonomo subsidiaries and shares to be canceled pursuant to the Merger Agreement) (the “Exchange Ratio”).

In addition, each outstanding restricted share unit award relating to Otonomo ordinary shares (an “Otonomo RSU”) granted under Otonomo’s 2021 Equity Incentive Plan (the “Otonomo Plan”) was assumed by the Company on the same terms and conditions as applied to the Otonomo RSU award immediately prior to the Effective Time and settled into a number of shares of Common Stock equal to the product obtained by multiplying (i) the number of Otonomo ordinary shares subject to the Otonomo RSU award immediately prior to the Effective Time by (ii) the Exchange Ratio. Such assumed Otonomo RSUs continue to be governed by the terms and conditions of the Otonomo Plan. Upon the closing of the Merger, the Company assumed the Otonomo Plan.

Immediately following the Merger, the Company’s existing securityholders owned 60.3% of the combined company on a fully diluted basis and Otonomo’s securityholders owned approximately 39.7% of the combined company on a fully diluted basis.

In connection with the Merger, the Company executed amendments with 37 holders of the 2022 convertible promissory notes with terms consistent with those described in Note 6. Additionally, all of the 2021 and 2023 convertible notes, 86% of the 2022 convertible notes, and substantially all of the outstanding warrants were converted to shares of the Company’s Common Stock.

In accordance with the terms of the Structural Capital and Highbridge Capital term loans, the closing of the Merger triggered extensions of the maturity dates to November 1, 2024 and January 31, 2025, respectively. Therefore, the net debt and related embedded derivative liability associated with the term loans has been classified as long-term in the accompanying condensed consolidated balance sheet as of September 30, 2023.

Warrant Amendments

In connection with the Merger, on October 16, 2023, the Company entered into agreements to amend and restate all outstanding warrants held by Structural Capital. The warrants provided for warrant coverage that was variable based on the occurrence of certain events or calculated as a percentage of the Company’s outstanding capitalization, and each warrant was amended and restated to, among other things, revise the calculations for determining the number of shares exercisable under the warrants to provide for a fixed share count that reflected the Merger and the transactions contemplated thereby.

In addition, on October 18, 2023, the Company entered into agreements to amend and restate all outstanding warrants to purchase shares of the Company’s Common Stock with the Highbridge Capital consortium. The warrants provided for warrant coverage that was calculated as a percentage of the Company’s outstanding capitalization, and each warrant was amended and restated to, among other things, revise the calculations for determining the number of shares exercisable under the warrants to provide for a fixed share count that reflected the Merger and the transactions contemplated thereby, and to provide for automatic net exercise of the warrants in connection with the closing of the Merger and consummation of the transactions contemplated thereby.

Amendment to Certificate of Incorporation

On October 19, 2023, the Company amended its Certificate of Incorporation to adjust its number of authorized shares of stock to the following: (i) 1,000,000,000 shares of Common Stock, $0.001 par value per share, and (ii) 100,000,000 shares of preferred stock, $0.001 par value per share.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of significant accounting policies

There have been no material changes to the Company’s significant accounting policies from its audited consolidated financial statements for the year ended December 31, 2022 included in its final prospectus filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on October 19, 2023 (the “Final Prospectus”).

Principles of consolidation

The accompanying condensed consolidated financial statements include the accounts of Urgent.ly Inc. and its wholly-owned subsidiaries Roadside Innovation Inc., Roadside Innovation (Arkansas) Inc., and Urgently Canada Technologies ULC. All significant intercompany balances and transactions have been eliminated in consolidation.

Basis of presentation

The accompanying condensed consolidated balance sheet as of September 30, 2023 and the condensed consolidated statements of operations, redeemable convertible preferred stock and stockholders’ deficit for the three and nine months ended September 30, 2023 and 2022, and cash flows for the nine months ended September 30, 2023 and 2022 are unaudited. These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements.

In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all material adjustments, including normal recurring adjustments, necessary for the fair presentation of its financial position as of September 30, 2023 and its results of operations, changes in redeemable convertible preferred stock and stockholders’ deficit for the three and nine months ended September 30, 2023 and 2022, and cash flows for the nine months ended September 30, 2023 and 2022.

The results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2023. The condensed consolidated balance sheet at December 31, 2022 was derived from audited financial statements for the year ended December 31, 2022 included in the Final Prospectus but does not contain all of the footnote disclosures from the annual financial statements. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the fiscal years ended December 31, 2022 and 2021 included in the Final Prospectus.

Use of estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Concentrations of credit risk

Financial instruments that subject the Company to credit risk consist primarily of cash, cash equivalents, restricted cash and accounts receivable. The Company places its cash, cash equivalents and restricted cash in an accredited financial institution and the balances are above federally insured limits. Management monitors the creditworthiness of its customers and believes that it has adequately provided for any exposure to potential credit losses.

During the three months ended September 30, 2023 and 2022, 67% and 72% of revenue was earned from three and four customers, respectively. During the nine months ended September 30, 2023 and 2022, 64% and 70% of revenue was earned from three and four customers, respectively. At September 30, 2023 and December 31, 2022, 59% and 34% of accounts receivable was due from four and two customers, respectively.

Modification of debt instruments

Modifications or exchanges of debt, which are not considered a troubled debt restructuring, are considered extinguishments if the terms of the new debt and the original instrument are substantially different. The instruments are considered substantially different when the present value of the cash flows under the terms of the new debt instrument are at least 10% different from the present value of the remaining cash flows under the terms of the original instrument. If the original and new debt instruments are substantially different, the original debt is derecognized and the new debt is initially recorded at fair value, with the difference recognized as an extinguishment gain or loss. During the nine months ended September 30, 2023, the Company amended its term loans and convertible promissory notes (see Note 6).

Segment reporting

The Company has one primary business unit based on how management internally evaluates separate financial information, business activities and management responsibility: Mobility Assistance Services. The Mobility Assistance Services segment includes all products, services and software used to generate revenue under the Company’s commercial agreements. As the Company only operates in one segment, it does not separately allocate operating expenses or specific assets.

New accounting pronouncement

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This updated guidance sets forth a current expected credit loss model based on expected losses. Under this model, an entity recognizes an allowance for expected credit losses based on historical experience, current conditions and forecasted information rather than the current methodology of delaying recognition of credit losses until it is probable a loss has been incurred. This guidance becomes effective for the Company beginning in interim periods starting in fiscal year 2023. The Company adopted the new standard effective January 1, 2023, and adoption did not have a material impact on the Company's consolidated financial statements.

Income Taxes - Additional Information (Details)	9 Months Ended
Income Taxes - Additional Information (Details)	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Cumulative loss year	3 years

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2023	Nov. 13, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Entity Central Index Key	0001603652
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity File Number	001-41841
Entity Registrant Name	URGENT.LY INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-2848640
Entity Address, Address Line One	8609 Westwood Center Drive
Entity Address, Address Line Two	Suite 810
Entity Address, City or Town	Vienna
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22182
City Area Code	571
Local Phone Number	350-3600
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	ULY
Security Exchange Name	NASDAQ
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		13,133,865
Document Quarterly Report	true
Document Transition Report	false

Revenue - Schedule of Revenues on Disaggregated Basis (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of revenue
Revenue	$ 46,047	$ 52,134	$ 139,602	$ 135,623
Full-service outsourcing -flat rate
Disaggregation of revenue
Revenue	45,794	51,178	138,297	132,817
Full-service outsourcing - claim cost pass-through
Disaggregation of revenue
Revenue	38	14	42	35
Membership
Disaggregation of revenue
Revenue	99	889	948	2,566
Software licensing arrangements
Disaggregation of revenue
Revenue	45	8	174	80
Professional services
Disaggregation of revenue
Revenue	$ 71	$ 45	$ 141	$ 125

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Related-party Transactions - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Revenue	$ 46,047	$ 52,134	$ 139,602	$ 135,623
Revenue from related party receivables	25,719		25,719		$ 33,966
Four Vehicles Brands Customers
Related Party Transaction [Line Items]
Revenue from related party receivables	2,479		2,479		4,151
Car Rental Brands Customers
Related Party Transaction [Line Items]
Revenue from related party receivables	5,371		5,371		5,924
Two Vehicles Brands Customers
Related Party Transaction [Line Items]
Revenue from related party receivables	2,286		2,286		$ 2,882
Emergency Roadside Assistance \| Four Vehicles Brands Customers
Related Party Transaction [Line Items]
Revenue	7,487	6,558	21,865	18,797
Emergency Roadside Assistance \| Managed Fleet Maintenance Customers
Related Party Transaction [Line Items]
Revenue	2,945	3,057	9,073	8,877
Emergency Roadside Assistance \| Car Rental Brands Customers
Related Party Transaction [Line Items]
Revenue	8,112	8,488	22,377	20,775
Emergency Roadside Assistance \| Two Vehicles Brands Customers
Related Party Transaction [Line Items]
Revenue	$ 1,471	$ 1,781	$ 6,939	$ 9,150

- Definition

+ References

+ Details

Leases

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Leases

11. Leases

The Company leases office space, equipment and furniture, and certain office space is subleased. Management determines if a contract is a lease at the inception of the arrangement and reviews all options to extend, terminate, or purchase its right-of-use assets at the inception of the lease and accounts for these options when they are reasonably certain of being exercised.

Leases with an initial term of greater than twelve months are recorded on the condensed consolidated balance sheet. Lease expense is recognized on a straight-line basis over the lease term.

The Company’s lease contracts generally do not provide a readily determinable implicit rate. For these contracts, the estimated incremental borrowing rate is based on information available at the inception of the lease.

Operating lease cost consists of the following:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Lease cost	$	296		$	305		$	880		$	895
Sublease income		(69	)		(69	)		(206	)		(187	)
Total lease cost	$	227		$	236		$	674		$	708

The maturity of operating lease liabilities is presented in the following table as of September 30, 2023:


2023	$	238
2024		757
2025		618
2026		635
2027		458
Thereafter		—
Total lease payments		2,706
Less imputed interest		(396	)
Present value of lease liabilities	$	2,310

Additional information relating to the Company’s operating leases follows:


	September 30, 2023			December 31, 2022
Weighted average remaining lease term (years)		3.6			4.2
Weighted average discount rate		8.8	%		8.6	%

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Summary of Financial Assets And Liabilities Measurement on Recurring Basis

The Company’s population of financial assets and liabilities subject to fair value measurements on a recurring basis are as follows:


	Fair Value as of September 30, 2023
Recurring fair value measurements	Level 1		Level 2		Level 3		Total
Liabilities:
Derivative liability, current	$	—	$	—	$	31,142	$	31,142
Derivative liability, long-term		—		—		928	$	928
Warrant liability		—		—		11,479		11,479
Total liabilities in fair value hierarchy	$	—	$	—	$	43,549	$	43,549


	Fair Value as of December 31, 2022
Recurring fair value measurements	Level 1		Level 2		Level 3		Total
Liabilities:
Derivative liability	$	—	$	—	$	32,765	$	32,765
Warrant liability		—		—		13,957		13,957
Total liabilities in fair value hierarchy	$	—	$	—	$	46,722	$	46,722

Reconciliation of Change in Fair Value of Derivative Liability And Warrant Liability


	Derivative Liability			Warrant Liability			Total
Balance at December 31, 2022	$	32,765		$	13,957		$	46,722
Issuances		1,320			1,047			2,367
Extinguishments		(492	)		—			(492	)
Change in fair value		(1,523	)		(3,525	)		(5,048	)
Balance at September 30, 2023	$	32,070		$	11,479		$	43,549

Leases - Summary of Maturity of Operating Lease Liabilities (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Leases [Abstract]
2023	$ 238
2024	757
2025	618
2026	635
2027	458
Total lease payments	2,706
Less imputed interest	(396)
Present value of lease liabilities	$ 2,310

Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenue	$ 46,047	$ 52,134	$ 139,602	$ 135,623
Cost of revenue	36,869	46,078	111,905	123,870
Gross profit	9,178	6,056	27,697	11,753
Operating expenses:
Research and development	3,667	4,552	11,077	12,951
Sales and marketing	899	1,431	2,846	4,275
Operations and support	5,418	9,976	18,665	28,918
General and administrative	4,978	3,152	17,215	10,515
Depreciation and amortization	64	77	198	221
Total operating expenses	15,026	19,188	50,001	56,880
Operating loss	(5,848)	(13,132)	(22,304)	(45,127)
Other income (expense), net:
Interest expense	(15,438)	(11,324)	(39,608)	(20,523)
Interest income		3		6
Change in fair value of derivative liability	(5,504)		1,523
Change in fair value of warrant liability	(2,035)	2,144	3,525	3,916
Warrant expense		(736)	(1,047)	(962)
Gain on debt extinguishment			4,913
Foreign exchange loss	(27)	(12)	(22)	(75)
Total other expense, net	(23,004)	(9,925)	(30,716)	(17,638)
Loss before income taxes	(28,852)	(23,057)	(53,020)	(62,765)
Net loss	$ (28,852)	$ (23,057)	$ (53,020)	$ (62,765)
Loss per share, basic	$ (186.4)	$ (432.18)	$ (342.54)	$ (1,177.09)
Loss per share, diluted	$ (186.4)	$ (432.18)	$ (342.54)	$ (1,177.09)
Weighted average shares outstanding, basic	154,787	53,351	154,786	53,322
Weighted average shares outstanding, diluted	154,787	53,351	154,786	53,322