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United States securities and exchange commission logo
September 29, 2023
Matthew Booth
Chief Executive Officer
Urgent.ly Inc.
8609 Westwood Center Drive, Suite 810
Vienna, VA 22182
Re: Urgent.ly Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed September 27,
2023
File No. 333-273463
Dear Matthew Booth:
We have reviewed your amended registration statement and have the
following
comment. In our comment, we may ask you to provide us with information
so we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this comment, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
August 10, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
Selling Securityholders, page 125
1. We note your response
to prior comment 2 and reissue it in part. Please revise to
disclose 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.
Also, identify any
selling stockholder that is a registered broker-dealer or an affiliate of
a broker-dealer. Please
note that a registration statement registering the resale of shares
being offered by a
broker-dealer must identify the broker-dealer as an underwriter if the
shares were not issued
as underwriting compensation. For a selling stockholder that is
an affiliate of a
broker-dealer, your prospectus must state, if true, that: (1) the seller
Matthew Booth
Urgent.ly Inc.
September 29, 2023
Page 2
purchased the securities in the ordinary course of business; and (2)
at the time of purchase
of the securities you are registering for resale, the seller had no
agreements or
understandings, directly or indirectly, with any person, to distribute
the securities. If you
are unable to make these statements in the prospectus, please disclose
that the selling
stockholder is an underwriter.
Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or
Matthew Derby,
Legal Branch Chief, at (202) 551-3334 with any other questions.
FirstName LastNameMatthew Booth Sincerely,
Comapany NameUrgent.ly Inc.
Division of
Corporation Finance
September 29, 2023 Page 2 Office of
Technology
FirstName LastName