View:
United States securities and exchange commission logo
August 10, 2023
Matthew Booth
Chief Executive Officer
Urgent.ly Inc.
8609 Westwood Center Drive, Suite 810
Vienna, VA 22182
Re: Urgent.ly Inc.
Registration
Statement on Form S-1
Filed July 27, 2023
File No. 333-273463
Dear Matthew Booth:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed July 27, 2023
Cover Page
1. You disclose on the
cover page that you are registering up to 330,925,660 shares of
common stock, including
47,769,981 shares issuable upon the conversion of warrants. On
page 5, however, you
state that you are registering up to 330,925,660 shares of common
stock, including
Warrant Shares and Convertible Note Shares. Please revise your
disclosure to state
consistently if you are registering shares of common stock underlying
your outstanding
convertible notes.
Matthew Booth
FirstName LastNameMatthew Booth
Urgent.ly Inc.
Comapany
August 10, NameUrgent.ly
2023 Inc.
August
Page 2 10, 2023 Page 2
FirstName LastName
Selling Securityholders, page 120
2. Please revise the selling securityholder table by removing the row
"All other Selling
Securityholders" and including the name of each selling
securityholder. Refer to Item
5.07 of Regulation S-K. Also, please ensure that you have disclosed
the natural
person or persons who have voting and investment control of the shares
to be offered for
resale by each of the legal entities included in the table. Refer to
Question 140.02 of the
Regulation S-K Compliance & Disclosure Interpretations. Finally, tell
us whether any of
the selling securityholders are broker-dealers or affiliates of a
broker-dealer.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or
Matthew Derby,
Legal Branch Chief, at (202) 551-3334 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology