0000950170-24-038666 | 10-K | XBRL Viewer

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Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Jan. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Term Loan		$ 71,757	$ 127,457
Structural Capital Term Loan
Subsequent Event [Line Items]
Term Loan		$ 27,500	$ 17,500
Extension of maturity date		Jan. 01, 2025
Subsequent Event
Subsequent Event [Line Items]
Extension of maturity date	Jan. 31, 2024
Subsequent Event \| Loan and Security Agreement [Member]
Subsequent Event [Line Items]
Term Loan	$ 10,000
Extension of maturity date	Jan. 01, 2025
Subsequent Event \| Structural Capital Term Loan
Subsequent Event [Line Items]
Repayments of Debt	$ 17,500
Debt instrument fee	$ 6,053
Subsequent Event \| Revenue \| Customer Concentration Risk \| One of Company"s Customer Partner
Subsequent Event [Line Items]
Concentration risk percentage	25.00%

Redeemable Convertible Preferred Stock	12 Months Ended
Dec. 31, 2023
Equity [Abstract]
Redeemable Convertible Preferred Stock	10. Redeemable Convertible Preferred Stock In July 2022, the Company initiated the Recapitalization (see Note 1), in which all outstanding series of existing convertible preferred stock were converted into shares of Common Stock. Each share class of the existing convertible preferred stock was converted into one share of Common Stock. The Company also had certain warrants outstanding for convertible preferred stock that converted into warrants for Common Stock on a one-to-one basis. On October 19, 2023, in connection with the Combined Transaction (see Note 1), all of the outstanding redeemable convertible preferred stock was converted on a one-to-one basis into Common Stock.

Redeemable Convertible Preferred Stock

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Redeemable Convertible Preferred Stock

10. Redeemable Convertible Preferred Stock

In July 2022, the Company initiated the Recapitalization (see Note 1), in which all outstanding series of existing convertible preferred stock were converted into shares of Common Stock. Each share class of the existing convertible preferred stock was converted into one share of Common Stock. The Company also had certain warrants outstanding for convertible preferred stock that converted into warrants for Common Stock on a one-to-one basis.

On October 19, 2023, in connection with the Combined Transaction (see Note 1), all of the outstanding redeemable convertible preferred stock was converted on a one-to-one basis into Common Stock.

Stock-based Compensation - Schedule of Non-cash Stock Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation expense	$ 2,473	$ 494	$ 698
Research and development
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation expense	363	170	218
Sales and marketing
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation expense	194	102	112
Operations and support
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation expense	103	50	89
General and Administrative
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation expense	$ 1,813	$ 172	$ 279

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Revenue (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Revenues on Disaggregated Basis

Revenue on a disaggregated basis is as follows:


	Year Ended December 31,
	2023		2022		2021
Full-service outsourcing—flat rate	$	181,818	$	183,715	$	145,457
Full-service outsourcing—claim cost pass-through		38		40		59
Membership		1,021		3,495		2,361
Software licensing arrangements		1,539		119		416
Professional services		237		220		215
	$	184,653	$	187,589	$	148,508

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		—			135
Amortization of contract costs to obtain		(91	)		(697	)
Amortization of contract costs to fulfill		(46	)		(116	)
Contract assets as of December 31	$	233		$	370

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 37,699	$ 6,357
Restricted cash	557	1,050
Short-term deposits	10,539
Marketable securities	20,816
Accounts receivable, net of allowance for expected losses of $27 and $338 in 2023 and 2022, respectively	33,905	33,966
Prepaid expenses and other current assets	4,349	2,102
Total current assets	107,865	43,475
Right-of-use assets	2,437	2,485
Property and equipment, net of accumulated depreciation of $1,825 and $1,843 in 2023 and 2022, respectively	871	414
Intangible assets, net	9,283	31
Other non-current assets	738	538
Total assets	121,194	46,943
Current liabilities:
Accounts payable	4,478	7,536
Accrued expenses	21,367	13,122
Accrued interest	907	6,689
Deferred revenue, current	456	349
Current lease liabilities	710	740
Current portion of long-term debt, net	3,193
Total current liabilities	31,111	28,436
Long-term lease liabilities	2,045	2,120
Long-term debt, net	66,076	99,443
Derivative liability		32,765
Warrant liability		13,957
Other long-term liabilities	12,358	5,059
Total liabilities	111,590	181,780
Redeemable convertible preferred stock, Series C, par value $0.001; 160,000 shares authorized, 157,395 issued and outstanding in 2022		46,334
Stockholders' equity (deficit):
Common stock, par value $0.001; 1,000,000,000 shares authorized, 13,311,927 and 154,786 issued and outstanding in 2023 and 2022, respectively	13
Additional paid-in capital	164,920	48,327
Accumulated deficit	(154,769)	(229,498)
Accumulated other comprehensive loss	(560)
Total stockholders' equity (deficit)	9,604	(181,171)
Total liabilities, redeemable convertible preferred stock and stockholders' equity (deficit)	$ 121,194	$ 46,943

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net income (loss)	$ 74,729	$ (95,982)	$ (56,339)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	990	297	242
Amortization of right-of-use assets	670	675
Amortization of contract costs to obtain	91	697	443
Amortization of contract costs to fulfill	46	116	187
Amortization of deferred financing fees	1,193	1,388	755
Stock-based compensation	2,473	494	698
Deferred income taxes	(2,293)
Bad debt expense (recoveries)	194	(269)	341
Foreign currency loss	197
Investments interest receivable, amortization and accretion	(493)
Gain on debt extinguishment	(46,947)
Bargain purchase gain	(73,410)
Loss on disposal of property, equipment and software	61
Change in fair value of derivative, warrant, and contingent consideration liabilities	(44,908)	9,886	2,232
Warrant expense	1,047	1,009	705
Noncash interest expense	36,667	22,002	329
Issuance of common stock or warrants for services	943	92
Changes in operating assets and liabilities:
Accounts receivable	576	(944)	(8,488)
Prepaid expenses and other current assets	(1,974)	3	(1,348)
Other assets	(26)	(135)	(705)
Accounts payable	(5,259)	3,146	1,649
Accrued expenses	(15,034)	3,812	2,225
Deferred revenue	(127)	222	113
Lease liabilities	(727)	(756)
Long-term liabilities	6,176	10	(253)
Net cash used in operating activities	(65,145)	(54,237)	(57,214)
Cash flows from investing activities:
Purchases of property, equipment and software	(149)	(208)	(340)
Acquisition of intangible asset			(16)
Proceeds from sale of marketable securities	37,199
Cash acquired from the Otonomo merger	44,717
Net cash provided by (used in) investing activities	81,767	(208)	(356)
Cash flows from financing activities:
Proceeds from issuance of long-term debt, net of discount	10,000		56,700
Proceeds from revolving line of credit			41,075
Repayment of revolving line of credit and term loan			(55,325)
Refunds (payments) of deferred financing fees	(291)	629	(4,424)
Proceeds from issuance of convertible notes payable	4,696	30,000	39,957
Proceeds from exercise of stock options and warrants		17	69
Net cash provided by financing activities	14,405	30,646	78,052
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(178)
Net increase (decrease) in cash, cash equivalents and restricted cash	30,849	(23,799)	20,482
Cash, cash equivalents and restricted cash, beginning of year	7,407	31,206	10,724
Cash, cash equivalents and restricted cash, end of year	38,256	7,407	31,206
Supplemental disclosure of cash flow information:
Cash paid for interest	10,055	6,863	985
Cash paid for income taxes	191
Supplemental noncash investing and financing activities:
Common stock consideration for Otonomo merger	31,032
Net assets acquired from the Otonomo merger, excluding cash	63,449
Conversion of convertibles notes to common stock	31,943
Conversion of warrants to common stock	4,273
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 long-term debt		7,041	7,004
Issuance of common stock for services	$ 943
Issuance of common stock warrants for services		$ 92	0
Exercise of warrants into Series B-1 preferred stock			$ 1,801

Business Combinations (Additional Information) (Details) - USD ($) $ in Thousands	2 Months Ended	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2023	Oct. 19, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Common stock shares issued	13,311,927	13,311,927		154,786
Estimated useful life (in years)	3 years	3 years
Otonomo \| General and Administrative
Business Acquisition [Line Items]
Acquisition-related costs		$ 21,338
Otonomo \| Merger Agreement
Business Acquisition [Line Items]
Common stock shares issued			5,435,568
Common stock exchange ratio per share			0.51756
Acquired business contributed revenues	$ 1,370
Acquired business contributed net income	$ 298
Effective Date of Acquisition	Jan. 01, 2022

Warrants to Purchase Preferred and Common Stock

12 Months Ended

Dec. 31, 2023

Warrants and Rights Note Disclosure [Abstract]

Warrants to Purchase Preferred and Common Stock

11. Warrants to Purchase Preferred and Common Stock

Liability Classified Warrants

In conjunction with certain debt financing transactions, the Company issued warrants to purchase shares of preferred stock. These warrants were exercisable upon issuance and are not subject to any vesting or restrictions on timing of exercise. The Company classified the warrants as liabilities on its consolidated balance sheet as the warrants were free-standing financial instruments that may require the Company to transfer assets upon exercise or have anti-dilution features which made their settlement variable. Changes in the fair value at each reporting period were included in the consolidated statements of operations and comprehensive income (loss) under the caption Change in fair value of warrant liabilities. The initial value of the warrants issued with debt were recorded as a discount to the related debt and amortized as interest expense.

As part of the Recapitalization, the warrants exercisable for preferred stock became exercisable for Common Stock. The liability classified warrants consisted of and were exercisable for the following:


December 31, 2022
Issuance Date	Contractual Term	Class of Stock	Balance Sheet Classification	Shares Issuable Upon Exercise		Exercise Price		Fair Value
May 2018	10 years	Common	Liability		30,915	$	0.90	$	9,037
May 2019	10 years	Common	Liability		514		0.90		287
December 2021 (Structural Debt)	10 years	Common	Liability		464		0.90		198
December 2021 (Highbridge Debt)	10 years	Common	Liability		71,104		0.90		4,435
					102,997			$	13,957

On October 19, 2023, in connection with the Combined Transaction (see Note 1), all of the liability classified warrants were converted into Common Stock in accordance with the terms of the related warrant agreements.

Equity Classified Warrants

In connection with certain debt financing transactions, the Company issued warrants to purchase shares of Common Stock. These warrants are exercisable upon issuance and are not subject to any vesting or restrictions on timing of exercise. The Company classifies the warrants as equity as they are exercisable for a fixed number of shares at a fixed exercise price and do not meet any of the criteria to be considered liability classified. The equity classified warrants outstanding as of December 31, 2023 and 2022 were as follows:

         December 31, 2023

         Issuance Date

         Contractual Term

         Class of Stock

         Balance Sheet Classification

         Shares Issuable Upon Exercise

         Exercise Price

May 2020

10 years

Common

Equity

573

89.10

         December 31, 2022

         Issuance Date

         Contractual Term

         Class of Stock

         Balance Sheet Classification

         Shares Issuable Upon Exercise

         Exercise Price

September 2018

10 years

Common

Equity

5,759

0.09

November-December 2019

10 years

Common

Equity

9,796

84.60

May 2020

10 years

Common

Equity

573

89.10

September 2022

10 years

Common

Equity

1,032,636

0.09

September 2022

10 years

Common

Equity

10,207

0.09

1,058,971

On October 19, 2023, in connection with the Combined Transaction (see Note 1), substantially all of the equity classified warrants were converted into Common Stock in accordance with the terms of the related warrant agreements.

Leases - Summary of Additional Information Relating to Company's Operating Leases (Details)	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Weighted average remaining lease term (years)	3 years 9 months 18 days	4 years 2 months 12 days
Weighted average discount rate	10.10%	8.60%

Employee Benefit Plans - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) Years	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Retirement Benefits [Abstract]
Minimum eligible age for employees to be hired under benefit plan \| Years	18
Maximum employer matching contribution, salary percentage	4.00%
Employer contributions amount \| $	$ 528	$ 625	$ 449

Debt Arrangements - Additional Information (Details)									1 Months Ended	2 Months Ended	7 Months Ended	12 Months Ended
Debt Arrangements - Additional Information (Details)	Oct. 19, 2023 USD ($)	May 18, 2023 USD ($) $ / shares	Feb. 09, 2023 USD ($) $ / shares	Oct. 02, 2022	Apr. 01, 2022	Dec. 20, 2021 USD ($) $ / shares shares	Dec. 16, 2021 USD ($) $ / shares shares	Oct. 13, 2021 USD ($)	Jul. 31, 2022 USD ($) $ / shares shares	May 31, 2023 USD ($) $ / shares	Oct. 31, 2022	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) $ / shares	Jul. 01, 2023	Jun. 30, 2023
Debt Instrument [Line Items]
Term Loan												$ 71,757,000	$ 127,457,000
Derivative liability													32,765,000
Gain on debt extinguishment												46,947,000
Change in fair value of warrant liability												10,731,000	(5,809,000)	$ (2,232,000)
2021 Structural Term Loan
Debt Instrument [Line Items]
Debt instrument, interest rate								5.00%
Debt instrument success fee rate								10.00%
Debt instrument, maturity date								Oct. 01, 2024
Debt instrument, commitment amount								$ 14,000,000
Aggregate amount												0
Change in fair value of warrant liability	$ (2,516,000)
2021 Structural Term Loan \| Interest Expense
Debt Instrument [Line Items]
Amortization of debt discount												$ 782,000	$ 167,000	14,000
2021 Structural Term Loan \| First Amendment
Debt Instrument [Line Items]
Debt instrument amendment fee			$ 1,014,000
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 success fee increased			656,000
Fair value of derivative liability			492,000
Gain or loss of debt instrument modification			0
2021 Structural Term Loan \| Merger Agreement \| Otonomo
Debt Instrument [Line Items]
Debt instrument, maturity date												Nov. 01, 2024
2021 Structural Term Loan \| Structural Second Amendment
Debt Instrument [Line Items]
Exercise price \| $ / shares		$ 0.9
Debt instrument, effective interest rate												24.00%
Increase in term loan amount		$ 10,000,000
Debt instrument repayment fee		400,000
Derivative liabilities		$ 773,000
Derivative Liability, Statement of Financial Position [Extensible Enumeration]		Derivative Liability Resulting from Term Loan Amendment
Gain on debt extinguishment		$ 4,913,000
Aggregate amount		$ 500,000
2021 Structural Term Loan \| Maximum
Debt Instrument [Line Items]
Debt instrument, interest rate								10.75%
2021 Structural Term Loan \| Maximum \| Structural Second Amendment
Debt Instrument [Line Items]
Debt instrument, interest rate		13.50%
2021 Structural Term Loan \| Prime Rate
Debt Instrument [Line Items]
Debt instrument, variable rate								7.50%
2021 Structural Term Loan \| Prime Rate \| Structural Second Amendment
Debt Instrument [Line Items]
Debt instrument, variable rate		7.00%
2021 Structural Term Loan \| Prime Rate \| Minimum \| Structural Second Amendment
Debt Instrument [Line Items]
Debt instrument, variable rate		3.25%
2021 Amended Structural Term Loan
Debt Instrument [Line Items]
Term Loan							$ 17,500,000
Debt instrument success fee rate							10.00%
Payment of amendment fee							$ 175,000
Exercise price \| $ / shares							$ 0.9
Warrants expiry date							Dec. 16, 2031
Fair value of warrants							$ 320,000
Debt instrument, reduction in remaining commitment amount							2,500,000
Debt instrument, additional amount funded							3,500,000
Debt instrument repayment fee							$ 840,000
Debt instrument, maturity date							Nov. 01, 2023
Exit fee equal to amount increase the minimum return				1.3	1.2						1.25
2021 Amended Structural Term Loan \| Series C-1 Preferred Stock
Debt Instrument [Line Items]
Number of warrants issued to purchase stock \| shares							464
2021 Amended Structural Term Loan \| Second Amendment
Debt Instrument [Line Items]
Term Loan									$ 17,500,000
Debt instrument amendment fee									1,014,000
Debt instrument restructuring fee									2,029,000
Minimum convertible debt proceeds required to be maintained									5,000,000
Minimum unrestricted cash required to be maintained									5,000,000
Debt instrument, effective interest rate													31.00%
2021 Amended Structural Term Loan \| Maximum
Debt Instrument [Line Items]
Debt instrument, interest rate							10.75%
2021 Amended Structural Term Loan \| Prime Rate
Debt Instrument [Line Items]
Debt instrument, variable rate							7.50%
2021 Highbridge Term Loan
Debt Instrument [Line Items]
Term Loan							$ 30,000,000
Debt instrument, interest rate							10.00%
Increase in debt instrument, interest rate, for every six months							1.00%
Exercise price \| $ / shares						$ 0.9	$ 0.9
Warrants expiry date						Dec. 20, 2031	Dec. 16, 2031
Fair value of warrants							$ 6,685,000
Discount against loan							$ 800,000
Debt instrument, effective interest rate												21.00%
Increase in term loan amount						$ 10,000,000			0
Debt instrument, maturity date							Dec. 15, 2023
Change in fair value of warrant liability	4,690,000
Debt instrument consent fee			4,639,000
2021 Highbridge Term Loan \| Interest Expense
Debt Instrument [Line Items]
Amortization of debt discount												$ 2,546,000	$ 3,593,000	299,000
2021 Highbridge Term Loan \| Common Stock
Debt Instrument [Line Items]
Number of warrants issued to purchase stock \| shares						5,695	16,881
2021 Highbridge Term Loan \| First Amendment
Debt Instrument [Line Items]
Debt instrument first amendment fee			2,319,000
Debt instrument second amendment fee			3,000,000
2021 Highbridge Term Loan \| Third Amendment
Debt Instrument [Line Items]
Debt instrument amendment fee		$ 400,000
2021 Highbridge Term Loan \| Merger Agreement \| Otonomo
Debt Instrument [Line Items]
Debt instrument, maturity date												Jan. 31, 2025
2021 Highbridge Term Loan \| First Highbridge Amendment
Debt Instrument [Line Items]
Decrease in amount available under term loan									20,000,000
Debt instrument amendment fee									2,319,000
Minimum unrestricted cash required to be maintained									5,000,000
Debt instrument, effective interest rate													27.00%
Debt instrument, incremental sale fee									4,639,000
Gain or loss of debt instrument modification									$ 0
2021 Highbridge Term Loan \| First Highbridge Amendment \| Common Stock
Debt Instrument [Line Items]
Warrants to purchase shares cancelled \| shares									5,695
2021 Highbridge Term Loan \| Highbridge Second Amendment
Debt Instrument [Line Items]
Debt instrument, interest rate																12.00%
Debt instrument, commitment amount			$ 40,000,000
2021 Highbridge Term Loan \| Maximum
Debt Instrument [Line Items]
Debt instrument, interest rate							13.00%
Percentage of fully diluted common stock for warrants							0.72%
2021 Highbridge Term Loan \| Maximum \| Highbridge Second Amendment
Debt Instrument [Line Items]
Debt instrument, interest rate															13.00%
Highbridge Capital Term Loan
Debt Instrument [Line Items]
Term Loan												$ 40,000,000	$ 40,000,000
Debt instrument, maturity date												Jan. 31, 2025
Highbridge Capital Term Loan \| Maximum
Debt Instrument [Line Items]
Debt instrument, interest rate												13.00%
Highbridge Capital Term Loan \| Minimum
Debt Instrument [Line Items]
Debt instrument, interest rate												12.00%
2023 Convertible Promissory Notes
Debt Instrument [Line Items]
Derivative liability written off	0
Derivative liabilities	0
Debt instrument, maturity date										Jun. 30, 2024
Accrued interest rate per annum										15.00%
Debt instrument conversion base amount for cap price										$ 380,000,000
Debt instrument, percentage of repayment of outstanding principal and unpaid interest										300.00%
Fair value of derivative liability										$ 55,000
Gain on debt extinguishment	2,940,000
Change in fair value of warrant liability												$ 1,075,000
Debt outstanding												0
Proceeds from issuance of debt										$ 4,700,000
Conversion price \| $ / shares										$ 329.5719
Share price \| $ / shares										$ 0.7
Price per share to convert into common stock equal to percentage of outstanding debt										80.00%
Debt instrument conversion base amount for equity value										$ 271,000,000
2022 Convertible Promissory Notes
Debt Instrument [Line Items]
Term Loan									$ 30,000,000			$ 4,257,000	30,000,000
Debt instrument, interest rate									15.00%			15.00%
Number of warrants issued to purchase stock \| shares									1,032,636
Exercise price \| $ / shares			$ 65						$ 0.09
Preferred stock settled in common stock	30,400,000
Debt conversion, amount converted	30,400,000
Amortization of debt discount									$ 7,041,000				22,959,000
Debt instrument, maturity date												Jun. 30, 2024
Debt instrument, percentage of repayment of outstanding principal and unpaid interest									300.00%
Fair value of derivative liability									$ 28,688,000
Gain on debt extinguishment	8,771,000
Optional convertible price per share \| $ / shares									$ 0.7
Fair value of warrants issue									$ 9,201,000
Debt outstanding												$ 5,164,000
Amortization expense												$ 12,440,000	7,500,000
Debt discount reduced balance									0
2022 Convertible Promissory Notes \| Series C Convertible Preferred Stock
Debt Instrument [Line Items]
Debt instrument conversion base amount for cap price									$ 329,571.9000
2021 Convertible Promissory Notes
Debt Instrument [Line Items]
Term Loan													$ 39,957,000	$ 39,957,000
Debt instrument, interest rate												10.00%		10.00%
Derivative liability written off	0
Derivative liabilities	0
Debt instrument, maturity date												Jun. 30, 2024
Gain on debt extinguishment	$ 30,322,000
Automatic conversion price per share \| $ / shares														$ 0.75
Optional convertible price per share \| $ / shares														0.75
Maturity price per share \| $ / shares														$ 0.75
Gross proceeds from initial public offering														$ 50,000,000
Change in fair value of warrant liability												$ 14,016,000
Debt outstanding												0
2021 Convertible Promissory Notes \| Convertible Common Stock
Debt Instrument [Line Items]
Convertible notes														$ 380,000,000
Structural Capital Term Loan Tranche One
Debt Instrument [Line Items]
Term Loan												$ 14,000,000
Structural Capital Term Loan Tranche One \| Minimum
Debt Instrument [Line Items]
Debt instrument, interest rate												14.00%
Structural Capital Term Loan Tranche One \| Prime Rate
Debt Instrument [Line Items]
Debt instrument, variable rate												7.50%
2021 Structural Term Loan Tranche One \| First Amendment
Debt Instrument [Line Items]
Term Loan			$ 14,000,000
2021 Structural Term Loan Tranche One \| Maximum \| First Amendment
Debt Instrument [Line Items]
Debt instrument, interest rate			14.00%
2021 Structural Term Loan Tranche One \| Prime Rate \| First Amendment
Debt Instrument [Line Items]
Debt instrument, variable rate			7.50%
2021 Structural Term Loan Tranche One \| Prime Rate \| Minimum \| First Amendment
Debt Instrument [Line Items]
Debt instrument, variable rate			3.25%
2021 Structural Term Loan Tranche Two \| First Amendment
Debt Instrument [Line Items]
Term Loan			$ 3,500,000
2021 Structural Term Loan Tranche Two \| Maximum \| First Amendment
Debt Instrument [Line Items]
Debt instrument, interest rate			13.50%
2021 Structural Term Loan Tranche Two \| Prime Rate \| First Amendment
Debt Instrument [Line Items]
Debt instrument, variable rate			7.00%
2021 Structural Term Loan Tranche Two \| Prime Rate \| Minimum \| First Amendment
Debt Instrument [Line Items]
Debt instrument, variable rate			3.25%
Structural Capital Term Loan Tranche Two
Debt Instrument [Line Items]
Term Loan												$ 13,500,000
Debt instrument, interest rate												13.50%
Structural Capital Term Loan Tranche Two \| Prime Rate
Debt Instrument [Line Items]
Debt instrument, variable rate												7.00%

Organization and Description of Business

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Description of Business

1. Organization and Description of Business

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.

On October 19, 2023, the Company completed its acquisition of Otonomo Technologies Ltd. (“Otonomo”) in accordance with the terms of the Agreement and Plan of Merger, dated as of February 9, 2023 (the “Merger Agreement”) (see Note 3). Otonomo provides an automotive data service platform enabling car manufacturers, drivers, insurance carriers and service providers to be part of a connected ecosystem as well as mobility intelligence which transforms vast amounts of anonymized data and activity signals into actionable, impactful, and valuable insights. As part of the Merger on October 19, 2023, Otonomo’s shares ceased to be publicly traded and the Company completed a direct listing of the combined company’s Common Stock (Urgent.ly Inc.) on the Nasdaq (together with Merger, referred to as the “Combined Transaction”).

As part of the Combined Transaction, all pre-existing Common Stock and redeemable convertible preferred stock of the Company was converted under their contractual terms on a one-to-one basis to Common Stock of the surviving entity (Urgent.ly Inc.). Substantially all of the warrants for Common Stock that had previously been issued to various nonemployees of the Company and classified within equity were automatically settled in Common Stock pursuant to their contractual terms (see Note 11). Liability classified warrants that had been issued to Structural Capital and Highbridge Capital in conjunction with debt arrangements were also automatically settled in Common Stock (see Notes 9 and 11).

Additionally, as part of the Combined Transaction, pursuant to their contractual terms, all principal and accrued interest underlying the 2021 Convertible Notes and 2023 Convertible Notes were automatically settled in Common Stock, while principal and accrued interest of $30,400 underlying the 2022 Convertible Notes were automatically settled in Common Stock. Certain of the 2022 Convertible Notes remain outstanding subsequent to the Combined Transaction (see Note 9).

Recapitalization

In July 2022, the Company initiated a recapitalization in which all outstanding series of existing convertible preferred stock were converted into shares of Common Stock (the “Recapitalization”). Each share class of the existing convertible preferred stock was converted into one share of Common Stock. The Company also had certain warrants outstanding for convertible preferred stock which also converted into warrants for Common Stock on a one-to-one basis.

In connection therewith, the Company offered convertible promissory notes to stockholders that held convertible preferred stock at the time of the Recapitalization. Those stockholders that purchased convertible notes in 2022 had a portion of their newly converted Common Stock exchanged for shares of Series C convertible preferred stock using a formula stipulated in the arrangement. As the exchange transaction and the convertible note were entered into at the same time, the Company accounted for both as part of the Recapitalization. The Recapitalization, which included the conversion of the existing preferred stock into Common Stock, and issuance of Series C convertible preferred stock resulted in the de-recognition of the carrying value of the legacy preferred stock to zero, and the difference in value of $32,773 was recorded in Additional paid-in capital. The carrying amount of the convertible notes was fully discounted due to the bifurcation of certain embedded features. The carrying amount of the convertible notes were fully discounted due to incentives provided under the Recapitalization.

Liquidity Risk and Going Concern

The accompanying 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 $154,769 as of December 31, 2023 and an operating loss of $46,104 for the year ended December 31, 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 3, the Company completed its acquisition of 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 at December 31, 2023. Our liquid assets at December 31, 2023 consist of cash and cash equivalents, short-term deposits and marketable securities totaling $69,611 and are expected to fund strategic growth initiatives and daily operations for the combined Company and pay down debt as required. Although this cash is available to the Company, 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 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 consolidated financial statements, the Company will not have sufficient cash flows and liquidity to finance its business operations as currently contemplated. The 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 - Summary of Financial Assets and Liabilities Measurement on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value		$ (46,722)
Fair Value, Net Asset (Liability)	$ 16,120
Money Market Funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Fair Value	6,920
Corporate Bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Fair Value	9,154
Commercial Paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Fair Value	2,488
U.S. Government Agency Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Fair Value	2,175
Contingent Purchase Consideration
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value	(4,617)
Derivative Liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value		(32,765)
Warrant Liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value		(13,957)
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value, Net Asset (Liability)	6,920
Level 1 \| Money Market Funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Fair Value	6,920
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value, Net Asset (Liability)	13,817
Level 2 \| Corporate Bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Fair Value	9,154
Level 2 \| Commercial Paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Fair Value	2,488
Level 2 \| U.S. Government Agency Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Fair Value	2,175
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value		(46,722)
Fair Value, Net Asset (Liability)	(4,617)
Level 3 \| Contingent Purchase Consideration
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value	$ (4,617)
Level 3 \| Derivative Liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value		(32,765)
Level 3 \| Warrant Liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value		$ (13,957)

Fair Value Measurements - Reconciliation of Change in Fair Value of Derivative Liability and Warrant Liability (Details) - Level 3 - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, beginning of period	$ 46,722	$ 7,084
Issuances	2,367	29,697
Adjustments due to recapitalization		55
Extinguishments	(5,796)
Change in fair value	(43,293)	9,886
Fair value, end of period	0	46,722
Derivative Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, beginning of period	32,765
Issuances	1,320	28,688
Extinguishments	(1,523)
Change in fair value	(32,562)	4,077
Fair value, end of period	0	32,765
Warrant Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, beginning of period	13,957	7,084
Issuances	1,047	1,009
Adjustments due to recapitalization		55
Extinguishments	(4,273)
Change in fair value	(10,731)	5,809
Fair value, end of period	$ 0	$ 13,957

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

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


	December 31, 2023		December 31, 2022
Accrued service provider costs	$	4,988	$	5,461
Accrued compensation		4,888		1,054
Accrued contract labor		548		2,400
Credit card liabilities		—		100
Contingent purchase consideration		4,617		—
Accrued VAT and income taxes		1,754		—
Other accrued liabilities		4,572		4,107
	$	21,367	$	13,122

Geographical Information

12 Months Ended

Dec. 31, 2023

Segments, Geographical Areas [Abstract]

Geographical Information

19. Geographical Information

During the years ended December 31, 2023 and 2022, the Company operated in three geographic locations: the Americas; Europe, Middle East and Africa (EMEA); and Asia Pacific (APAC).

Revenues attributed to the geographic location of the customers’ bill-to address were as follows:


	Year Ended December 31,
	2023		2022		2021
Americas	$	183,957	$	187,589	$	148,508
EMEA		665		—		—
APAC		31		—		—
	$	184,653	$	187,589	$	148,508

The Company does not separately allocate specific assets to these geographic locations.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Geographical Information (Tables)

12 Months Ended

Dec. 31, 2023

Segments, Geographical Areas [Abstract]

Company Revenue in Different Geographic Locations

Revenues attributed to the geographic location of the customers’ bill-to address were as follows:


	Year Ended December 31,
	2023		2022		2021
Americas	$	183,957	$	187,589	$	148,508
EMEA		665		—		—
APAC		31		—		—
	$	184,653	$	187,589	$	148,508

Earnings (Loss) Per Share - Schedule of earnings per share, basic and diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Net Income (Loss)	$ 74,729	$ (95,982)	$ (56,339)
Weighted average shares outstanding, basic	2,770,190	101,102	53,068
Effect of dilutive stock options, RSUs, and warrants	176,257
Weighted average shares outstanding, diluted	2,946,447	101,102	53,068
Earnings (loss) per share, basic	$ 26.98	$ (949.36)	$ (1,061.64)
Earnings (loss) per share, diluted	$ 25.36	$ (949.36)	$ (1,061.64)
Anti-dilutive shares excluded	45,400	1,209,182	118,785

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

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-Topic 260
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+ Details

Valuation and Qualifying Accounts - Valuation and Qualifying Accounts (Details) - Allowance for Expected Credit Losses - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at beginning of period	$ 338	$ 662	$ 321
Charged to earnings	194	(269)	341
Deductions	505	55
Balance at end of period	$ 27	$ 338	$ 662

Related Party Transactions

12 Months Ended

Dec. 31, 2023

Related Party Transactions

16. Related Party Transactions

The shareholders in the following disclosures ceased to be considered related parties upon the Merger and Direct Listing of the Company on October 19, 2023 since their investment in the Company dropped to less than 10% of the voting interests of the Company at that time. Accordingly, the disclosures for 2023 reflect only those related party transactions with such shareholders through September 30, 2023.

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 nine months ended September 30, 2023 and the years ended December 31, 2022 and 2021 amounted to $21,865, $25,275 and $22,368, respectively. As of December 31, 2022, $4,151 of revenue related to these agreements was included in accounts receivable on the accompanying 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. Total revenue recognized under the fleet agreement for the nine months ended September 30, 2023 and the years ended December 31, 2022 and 2021 amounted to $9,073, $11,636 and $7,942, 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 nine months ended September 30, 2023 and the years ended December 31, 2022 and 2021 under the rental agreement amounted to $22,377, $29,038 and $12,484, respectively. As of December 31, 2022, $5,924 of revenue related to these agreements was included in accounts receivable on the accompanying 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 nine months ended September 30, 2023 and the years ended December 31, 2022 and 2021 was $6,939, $11,930 and $15,403, respectively. As of December 31, 2022, $2,882 of revenue related to these agreements was included in accounts receivable on the accompanying 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.

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-Topic 850
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Income Taxes - Components of Provision for Income Taxes (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Current income taxes:
Federal	$ 153
Total current income taxes	153
Deferred income taxes:
Federal	(1,915)
State	(378)
Total deferred income taxes	(2,293)
Provision for income taxes	$ (2,140)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Summary of Significant Accounting Policies	12 Months Ended
Summary of Significant Accounting Policies	Dec. 31, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of Urgent.ly Inc. and its wholly-owned subsidiaries Roadside Innovation Inc., Roadside Innovation (Arkansas) Inc., Urgently Canada Technologies ULC, and Otonomo and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). 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. Cash and Cash Equivalents Cash and cash equivalents are stated at cost, which, due to their short-term nature, approximates fair value. All highly-liquid investments with an original or remaining maturity of three months or less at the date of purchase are considered to be cash equivalents. Restricted Cash Restricted cash represents amounts held as collateral required under the Company’s credit card program. Short-term Deposits Short-term deposits consist of bank deposits with an original maturity of greater than three months at the date of purchase. Short-term bank deposits are presented at their cost, including accrued interest. Marketable Securities Marketable securities consist of commercial paper, corporate bonds, and U.S. government agency securities. The Company considers all of its marketable securities as available for use in current operations, including those with maturity dates beyond one year, and therefore classifies these securities within current assets on the consolidated balance sheets. Securities are classified as available for sale and are carried at fair value, with the change in unrealized gains and losses, net of tax, reported as a separate component on the consolidated statements of operations and comprehensive income (loss) until realized. Realized gains and losses on sales of marketable securities are included in Other income (expense), net in the consolidated statements of operations and comprehensive income (loss). The amortized cost of marketable securities is adjusted for amortization of premium and accretion of discount to maturity, both of which, together with interest, are included in Other income (expense), net. For any available-for-sale debt securities, if the Company does not intend to sell and it is not more likely than not that they will be required to sell the available-for-sale debt security prior to recovery of its amortized cost basis, the Company will determine whether a decline in fair value below the amortized cost basis is due to credit-related factors. The credit loss is measured as the amount by which the debt security’s amortized cost basis exceeds the estimate of the present value of cash flows expected to be collected, up to the difference between the amortized cost basis and the fair value. Impairment will be assessed at the individual security level. Credit-related impairment is recognized as an allowance on the consolidated balance sheets with a corresponding adjustment to Other income (expense), net on the Company’s consolidated statements of operations and comprehensive income (loss). Accounts Receivable Accounts receivable result from service performed for which payment has yet to be received and include amounts invoiced and accrued amounts to be invoiced. Accounts receivable are charged to bad debt expense when they are determined to be uncollectible based upon a periodic review of the accounts by management. The Company records an allowance for expected losses based on historical experience and management’s expectation for future expected losses. The Company may consider an account past due when payment has not been received under the terms of the contract. The Company bases its estimates on historical experiences and on various other assumptions that are believed to be reasonable and appropriate under the circumstances. As of December 31, 2023 and 2022, the allowance for expected losses is $27 and $338, respectively. The balance of accounts receivable at January 1, 2022 amounted to $32,753, net of an allowance for expected losses of $662. Property, Equipment and Software Property, equipment and software are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed on a straight-line basis over the estimated asset lives, between 15 and 60 months. Leasehold improvements are depreciated over the shorter of their estimated useful lives or term of the respective lease on a straight-line basis. Maintenance, repairs, and minor replacements are charged to expense as incurred. Major renovations and replacements are capitalized to appropriate property and equipment accounts. Upon sale or retirement of property, the cost and accumulated depreciation are eliminated from the accounts and the related gain or loss is recognized in results of operations. Impairment of Long-lived Assets The Company continually monitors events and changes in circumstances that could indicate that carrying amounts of its long-lived assets may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through their undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. No impairment charges on long-lived assets were recognized during the years ended December 31, 2023 and 2022. Software Development Costs The Company incurs software development costs to enhance, improve, expand and/or upgrade certain proprietary software in an agile software environment with releases broken down into several iterations called sprints. Such software development costs and any new product development costs are considered research and development costs and are expensed as incurred. Intangible Assets Acquired intangible assets consist primarily of technology acquired through the Otonomo merger and two domain names. Acquired Otonomo technology is amortized on a straight-line basis over the estimated useful lives of the assets ranging from 2 to 4 years. The domain names are deemed to have an indefinite life and are measured for impairment annually. The Company reviews the carrying value of long-lived assets for impairment when events or changes in business circumstances indicate the carrying value may not be recoverable. An impairment loss is recognized when an asset’s carrying value exceeds its fair value as calculated using a discounted future cash flow analysis. During the years ended December 31, 2023 and 2022, no impairment loss was recognized in the accompanying consolidated financial statements. Deferred Financing Fees Fees paid in connection with the Company’s debt arrangements are amortized using the effective interest method over the life of the related debt. During the years ended December 31, 2023 and 2022, the Company incurred and capitalized financing fees of $291 and $11, respectively, in connection with the issuance of convertible promissory notes and term loans (see Note 9). Amortization of deferred financing fees related to the convertible promissory notes and term loans totaled $1,194, $1,388 and $755 during the years ended December 31, 2023, 2022 and 2021, respectively, and is included in interest expense in the accompanying consolidated statements of operations and comprehensive income (loss). 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 years ended December 31, 2023 and 2022, the Company amended its term loans (see Note 9). Income Taxes In accordance with ASC Topic 740, Income Taxes (“ASC Topic 740”), income taxes are reported utilizing the asset and liability method. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each period-end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. ASC Topic 740 requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax asset will not be realized. ASC Topic 740 provides a comprehensive model for the recognition, measurement, and disclosure in financial statements of uncertain income tax positions that a company has taken or expects to take on a tax return. A company can recognize the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit can be recognized. Additionally, companies are required to accrue interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. The Company determined that its income tax positions did meet the more-likely-than-not recognition threshold and, therefore, required no reserve. In the event uncertain positions are employed in the future, additional interest and penalty charges associated with tax positions would be classified as income tax expense. The Company's primary tax jurisdiction is in the United States. Generally, federal, state and local authorities may examine the Company's tax returns for three years from the date of filing. Accounting for Derivative Instruments The Company recognizes all derivative instruments as either assets or liabilities and measures them at fair value. The accounting for changes in fair value depends upon the purpose of the derivative instrument and whether it is designated and qualifies for hedge accounting. To the extent derivative instruments qualify and are designated as hedges of the variability in cash flows associated with forecasted transactions, the effective portion of the gain or loss on such derivative instruments will generally be reported in other comprehensive income (loss) and the ineffective portion, if any, will be reported in net income (loss). Such amounts recorded in accumulated other comprehensive income (loss) will be reclassified into net income (loss) when the forecasted transaction affects earnings. To the extent derivative instruments qualify and are designated as hedges of changes in the fair value of an existing asset, liability or firm commitment, the gain or loss on the hedging instrument will be recognized currently in earnings along with changes in the fair value of the hedged asset, liability, or firm commitment attributable to the hedged risk. See Note 11. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, Revenues from Contracts with Customers (Topic 606) as well as other clarifications and technical guidance issued by the Financial Accounting Standards Board (“FASB”) related to this revenue standard (“ASC 606”) and ASC Subtopic 340-40, Other Assets and Deferred Costs Contracts with Customers (“ASC 340-40”). The core principle of ASC 606 is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company determines revenue recognition through the following five step model: • Identification of the contract, or contracts with a Customer Partner • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, performance obligations are satisfied 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. 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 (Partners, 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. The Company also offers RAS directly to motorists via pay per use or direct membership offerings. In addition, revenue is earned from platform license fees, whether delivered via cloud or traditional license delivery, professional services, and memberships. Cost of Revenue Cost of revenue, exclusive of depreciation and amortization, consists primarily of fees paid to Service Providers. Other costs included in cost of revenue are specifically the technology hosting and platform-related costs, certain personnel costs related to direct call center support to Consumers as part of platform authentication, and amortization of costs to fulfill. Research and Development Research and development expenses primarily consist of compensation expenses, including equity-based compensation, for engineering, product development, product management and design employees, expenses associated with ongoing improvements to, and maintenance of, the Company’s platform offerings and other technology. Research and development expense also includes software expenses and technology consulting fees. Research and development expenditures are expensed as incurred. Sales and Marketing Sales and marketing expenses primarily consist of compensation expenses, including equity-based compensation, in support of new business capture, Partner management and marketing such as commissions, salaries, and related benefits. Sales and marketing expense also includes expenses associated with advertising, promotions of the Company’s services, Partner advocacy management and brand-building. Advertising costs are expensed as incurred and totaled $181, $420 and $359 for the years ended December 31, 2023, 2022 and 2021, respectively. Operations and Support Operations and support expenses primarily consist of compensation expenses, including equity-based compensation, in support of customer support operations such as salaries, related benefits, contractors used to manage customer support workload and related technology costs to support such operations. Operations and support expenses also include expenses associated with Service Provider network management. General and Administrative General and administrative expenses primarily consist of compensation expenses, including equity-based compensation and related benefits for the Company’s executive, finance, human resources, information technology, legal and other personnel performing administrative functions. General and administrative expense also includes corporate office rent expense, third-party professional fees, public company readiness expenses and any other cost or expense incurred not deemed to be related to cost of revenue, sales and marketing expense, research and development expense, or operations and support expense. Deferred Revenue Deferred revenue represents amounts received from Customer Partners or Motorists in advance of fulfillment of the promised performance obligations related to professional services, membership and bundled license arrangements. Stock-based Compensation The Company recognizes the compensation cost associated with its equity awards based on the grant-date fair value of the award. The fair value of stock options is estimated using the Black-Scholes option-pricing model. The Company recognizes stock-based compensation on a straight-line basis over the requisite service period for the award. The Company accounts for stock-based employee compensation arrangements in accordance with the provisions of ASC 718, Compensation - Stock Compensation (“ASC 718”). Under ASC 718, compensation cost is determined on the date of the grant and then amortized over the vesting period. The fair value of each stock option granted is estimated on the grant date using the Black-Scholes option-pricing model using the following assumptions: Common Stock value on the grant date, risk-free interest rate, expected term, expected volatility and dividend yield. Due to a lack of company-specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. The historical volatility is calculated based on a period of time commensurate with the expected term assumption. The computation of expected volatility is based on the historical volatility of a representative group of companies with similar characteristics to the Company, including stage of product development and technology industry focus. The Company uses the simplified method as allowed by the SEC Staff Accounting Bulletin (“SAB”) No. 107, Share-Based Payment, to calculate the expected term for options granted to employees as it does not have sufficient historical exercise data of its own to provide a reasonable basis upon which to estimate the expected term. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected term of the stock options. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. Concentrations of Credit Risk Financial instruments that subject the Company to credit risk consist primarily of cash, restricted cash and accounts receivable. The Company places its cash and cash equivalents 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 years ended December 31, 2023, 2022 and 2021, 64%, 69% and 62%, respectively, of revenue was earned from three, four and four customers, respectively. At December 31, 2023 and 2022, 56% and 34% of accounts receivable was due from three and two customers, respectively. Foreign Currency Translation Adjustments and Transaction Gains (Losses) The reporting currency of the Company and its subsidiaries is the U.S. dollar, and the functional currency of the Company’s Canadian subsidiary is the U.S. dollar. Transactions denominated in foreign currencies other than a subsidiary’s functional currency are recorded at the rates of exchange prevailing at the time of the transaction. Exchange differences arising upon settlement of a transaction are reported as gains or losses and are included in Other income (expense), net in the consolidated statements of operations and comprehensive income (loss). The functional currency of the Company’s United Kingdom subsidiary is the British Pound. Accordingly, the translation to U.S. dollars is based on the balance sheet date exchange rates for assets and liabilities, historical rates of exchange for equity, and average exchange rates in the period for revenues and expenses. The effects of foreign currency translation adjustments are included in stockholders’ equity (deficit) as a component of accumulated other comprehensive income or loss in the accompanying consolidated balance sheets. Segment Reporting The Company has determined that its Chief Executive Officer is its chief operating decision maker. The Company’s Chief Executive Officer reviews financial information presented on a consolidated basis for purposes of assessing performance and making decisions on how to allocate resources. Accordingly, the Company has determined that it operates in a single reportable segment: Mobility Assistance Services. The Mobility Assistance Services segment includes all products, services and software used to generate revenue under the Company’s commercial agreements. Recently Adopted Accounting Standards In June 2016, the FASB issued 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. The Company adopted the new standard effective January 1, 2023, and the adoption did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. The ASU is effective for the fiscal year ended December 31, 2024, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides for improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This guidance is effective for fiscal years beginning after December 15, 2024, and the adoption of this standard is not anticipated to have a significant impact on the Company’s consolidated financial statements other than adding new disclosures, which the Company is currently evaluating. The Company has evaluated all other issued and unadopted accounting standards updates and believes the adoption of these standards will not have a material impact on its consolidated balance sheets, statements of operations and comprehensive income (loss), or cash flows.

Income Taxes - Components of Loss Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Domestic	$ 75,799	$ (92,479)	$ (51,062)
Foreign	(3,210)	(3,503)	(5,277)
Income (loss) before income taxes	$ 72,589	$ (95,982)	$ (56,339)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Earnings (Loss) Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table sets forth the details of basic and diluted earnings per share:


	Year Ended December 31,
	2023		2022			2021
Net income (loss)	$	74,729	$	(95,982	)	$	(56,339	)

Weighted average shares outstanding, basic		2,770,190		101,102			53,068
Effect of dilutive stock options, RSUs, and warrants		176,257		—			—
Weighted average shares outstanding, diluted		2,946,447		101,102			53,068

Earnings (loss) per share, basic	$	26.98	$	(949.36	)	$	(1,061.64	)
Earnings (loss) per share, diluted	$	25.36	$	(949.36	)	$	(1,061.64	)

Anti-dilutive shares excluded		45,400		1,209,182			118,785

Fair Value Measurements - Summary of The Changes in The Fair Value of The Contingent Purchase Consideration (Details) - Level 3 - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value	$ (43,293)	$ 9,886
Fair value, end of period	0	$ 46,722
Accrued Purchase Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Acquisition of Otonomo, October 19, 2023 (Note 3)	6,232
Change in fair value	(1,615)
Fair value, end of period	$ 4,617

Business Combinations - Schedule of Purchase Consideration and Preliminary Fair Value of Assets Acquired and Liabilities (Details) - USD ($) $ in Thousands		12 Months Ended
	Oct. 19, 2023	Dec. 31, 2023
Liabilities:
Bargain purchase gain		$ (73,410)
Otonomo
Assets:
Cash and cash equivalents	$ 44,717
Short-term deposits	10,415
Marketable securities	57,577
Accounts receivable	694
Prepaid expenses and other current assets	883
Right-of-use assets	622
Property and equipment, net	662
Intangible assets	9,940
Other non-current assets	306
Total assets acquired	125,816
Liabilities:
Accounts payable	5,618
Accrued expenses and other payables	8,800
Deferred revenue	225
Lease liabilities	622
Deferred tax liability	2,385
Total liabilities assumed	17,650
Bargain purchase gain	(73,410)
Total purchase consideration	34,756
Common stock	31,032
Contingent consideration	$ 3,724

Fair Value Measurements - Summary of Fair Value And Amortized Cost of Available-for-sale Debt Securities by Contractual Maturity (Details) - Available-for-Sale Debt Securities $ in Thousands	Dec. 31, 2023 USD ($)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Due within one year, Amortized Cost	$ 13,835
Due within one year, Fair Value	$ 13,817

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

15. Income Taxes

The Company’s loss before income taxes was generated from the following sources:


	Year Ended December 31,
	2023			2022			2021
Domestic	$	75,799		$	(92,479	)	$	(51,062	)
Foreign		(3,210	)		(3,503	)		(5,277	)
Loss before incomes taxes	$	72,589		$	(95,982	)	$	(56,339	)

The following table sets forth the components of the provision for income taxes:


	Year Ended December 31,
	2023			2022		2021
Current income taxes:
Federal	$	153		$	—	$	—
State		—			—		—
Foreign		—			—		—
Total current income taxes		153			—		—
Deferred income taxes:
Federal		(1,915	)		—		—
State		(378	)		—		—
Foreign		—			—		—
Total deferred income taxes		(2,293	)		—		—
Provision for income taxes	$	(2,140	)	$	—	$	—

The following table sets forth the reconciliation between the federal statutory income tax rate and the effective tax rate:


	Year Ended December 31,
	2023			2022			2021
Federal statutory rate		21.00	%		21.00	%		21.00	%
State income taxes, net of federal income tax benefit		(3.27	)%		2.50	%		1.26	%
Foreign taxes		(0.58	)%		0.99	%		0.00	%
Permanent differences		(36.95	)%		(6.52	)%		(1.71	)%
Changes in tax rates		0.03	%		0.06	%		(0.19	)%
Foreign rate differential		(0.53	)%		0.00	%		2.53	%
Change in valuation allowance		16.81	%		(18.43	)%		(22.99	)%
Other		0.54	%		0.40	%		0.10	%
Effective tax rate		(2.95	)%		0.00	%		0.00	%

Deferred income taxes reflect the net effects of net operating loss carryforwards and the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities at December 31, 2022 and 2021 are as follows:


	As of December 31,
	2023			2022
Deferred tax assets (liabilities):
Depreciation and amortization	$	(857	)	$	17
Stock-based compensation		349			43
Unrealized gain (loss)		98			—
Accrued expenses		607			68
Charitable contributions		24			24
Capitalized R&D expenditures		3,450			938
Right of use assets / lease liability		76			90
Interest expense		10,170			3,783
State taxes		2			—
Federal and state net operating loss carryforward		94,121			42,663
Total net deferred tax assets		108,040			47,626
Less valuation allowance		(108,040	)		(47,626	)
Net deferred tax assets	$	—		$	—

As of December 31, 2023, the Company maintains a full valuation allowance against its U.S. and foreign deferred tax assets (“DTAs”). In accordance with ASC Topic 740, the Company considered all available evidence, both positive and negative, in assessing the need for an amount to which a valuation allowance should be applied to its net DTAs. Based upon this analysis, including the Company’s historical three-year cumulative loss (pre-tax income adjusted for permanent differences), management concluded that it is more-likely-than-not that all federal deferred tax assets attributable to net operating losses are expected to expire unused as well as state net operating losses (“NOL”) that are not expected to be used prior to expiration and other state non-attributable DTAs that are not expected to be realized.

As of December 31, 2023, the Company had U.S. federal and state NOL carryforwards of $391,317 and $113,273, respectively, which will begin to expire in 2033. Utilization of these carryforwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating loss carryforwards before utilization.

The Tax Cuts and Jobs Act of 2017 amended IRC Section 174 to require capitalization of all research and developmental (“R&D”) costs incurred in tax years beginning after December 31, 2021. These costs are required to be amortized over five years if the R&D activities are performed in the United States or over 15 years if the activities were performed outside the United States. The Company capitalized approximately $8,514 and $4,331 of R&D expenses incurred during the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2023, the Company also had a foreign NOL carryforward of $222,241 generated by the foreign subsidiaries which will begin to expire in 2040.

As of December 31, 2023 and 2022, the Company has not recognized any amounts for uncertain tax positions. The Company files U.S. federal and state returns and is no longer subject to examination for years prior to 2019. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense.

- 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

Leases - Summary of Maturity of Operating Lease Liabilities (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Leases [Abstract]
2024	$ 950
2025	810
2026	828
2027	618
2028	59
Thereafter	59
Total lease payments	3,324
Less imputed interest	(569)
Present value of lease liabilities	$ 2,755

Debt Arrangements - Summary of Debt Arrangements (Parenthetical) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Jul. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Term Loan	$ 71,757	$ 127,457
2021 Convertible Promissory Notes
Debt Instrument [Line Items]
Debt instrument, interest rate	10.00%			10.00%
Debt instrument, maturity date	Jun. 30, 2024
Term Loan		39,957		$ 39,957
Structural Capital Term Loan
Debt Instrument [Line Items]
Debt instrument, maturity date	Jan. 01, 2025
Term Loan	$ 27,500	17,500
Structural Capital Term Loan Tranche One
Debt Instrument [Line Items]
Term Loan	$ 14,000
Structural Capital Term Loan Tranche One \| Minimum
Debt Instrument [Line Items]
Debt instrument, interest rate	14.00%
Structural Capital Term Loan Tranche Two
Debt Instrument [Line Items]
Debt instrument, interest rate	13.50%
Term Loan	$ 13,500
Highbridge Capital Term Loan
Debt Instrument [Line Items]
Debt instrument, maturity date	Jan. 31, 2025
Term Loan	$ 40,000	40,000
Highbridge Capital Term Loan \| Maximum
Debt Instrument [Line Items]
Debt instrument, interest rate	13.00%
Highbridge Capital Term Loan \| Minimum
Debt Instrument [Line Items]
Debt instrument, interest rate	12.00%
2022 Convertible Promissory Notes
Debt Instrument [Line Items]
Debt instrument, interest rate	15.00%		15.00%
Debt instrument, maturity date	Jun. 30, 2024
Term Loan	$ 4,257	$ 30,000	$ 30,000
Prime Rate \| Structural Capital Term Loan Tranche One
Debt Instrument [Line Items]
Debt instrument, variable rate	7.50%
Prime Rate \| Structural Capital Term Loan Tranche Two
Debt Instrument [Line Items]
Debt instrument, variable rate	7.00%

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net Income (Loss)	$ 74,729	$ (95,982)	$ (56,339)

- Definition

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

+ References

+ Details

Summary of Significant Accounting Policies - Additional Information (Details)	12 Months Ended
	Dec. 31, 2023 USD ($) Segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jan. 01, 2022 USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Allowance for expected losses	$ 27,000	$ 338,000		$ 662,000
Accounts receivable				$ 32,753,000
Impairment charges on long-lived assets	$ 0	0
Estimated useful lives of the assets	3 years
Impairment loss	$ 0	0
Present value of cashflow modification of debt instrument percentage	10.00%
Advertising costs	$ 181,000	420,000	$ 359,000
Number of operating segment \| Segment	1
Right-of-use assets	$ 2,437,000	$ 2,485,000
Lease liabilities	$ 2,755,000
ASU 2016-13
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Change in accounting principle, ASU, Adopted [true false]	true
Change in accounting principle, ASU, Adoption date	Jan. 01, 2023
Change in Accounting Principle, ASU, Immaterial effect [true false]	true
Customer Concentration Risk \| Four Customers \| Revenue
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration Risk, Percentage	64.00%	69.00%	62.00%
Customer Concentration Risk \| Three Customers \| Accounts Receivable
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration Risk, Percentage	56.00%	34.00%
Convertible Promissory Notes and Term Loans
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Capitalized financing fees	$ 291,000	$ 11,000
Convertible Promissory Notes and Term Loans \| Interest Expense
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Amortization of deferred financing fees	$ 1,194,000	$ 1,388,000	$ 755,000
Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Estimated asset lives	15 months
Estimated useful lives of the assets	2 years
Minimum \| Acquired Technology
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Estimated useful lives of the assets	2 years
Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Estimated asset lives	60 months
Estimated useful lives of the assets	4 years
Maximum \| Acquired Technology
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Estimated useful lives of the assets	4 years

Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Oct. 19, 2023
Related Party Transaction [Line Items]
Revenue		$ 184,653	$ 187,589	$ 148,508
Revenue from related party receivables		$ 33,905	33,966
Four Vehicles Brands Customers
Related Party Transaction [Line Items]
Revenue from related party receivables			4,151
Car Rental Brands Customers
Related Party Transaction [Line Items]
Revenue from related party receivables			5,924
Two Vehicles Brands Customers
Related Party Transaction [Line Items]
Revenue from related party receivables			2,882
Minimum
Related Party Transaction [Line Items]
Voting Interest					10.00%
Emergency Roadside Assistance \| Four Vehicles Brands Customers
Related Party Transaction [Line Items]
Revenue	$ 21,865		25,275	22,368
Emergency Roadside Assistance \| Managed Fleet Maintenance Customers
Related Party Transaction [Line Items]
Revenue	9,073		11,636	7,942
Emergency Roadside Assistance \| Car Rental Brands Customers
Related Party Transaction [Line Items]
Revenue	22,377		29,038	12,484
Emergency Roadside Assistance \| Two Vehicles Brands Customers
Related Party Transaction [Line Items]
Revenue	$ 6,939		$ 11,930	$ 15,403

Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	3 years
Gross Carrying Amount	$ 10,165	$ 225
Accumulated Amortization	(882)	(194)
Net Carrying Amount	$ 9,283	31
Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	4 years
Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	2 years
Acquired Technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 10,134	194
Accumulated Amortization	(882)	(194)
Net Carrying Amount	$ 9,252
Acquired Technology \| Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	4 years
Acquired Technology \| Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	2 years
Domain Name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 31	31
Net Carrying Amount	$ 31	$ 31

Income Taxes - Significant Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred Tax Assets, Net [Abstract]
Depreciation and amortization	$ (857)	$ 17
Stock-based compensation	349	43
Unrealized gain (loss)	98
Accrued expenses	607	68
Charitable contributions	24	24
Capitalized R&D expenditures	3,450	938
Right of use assets / lease liability	76	90
Interest expense	10,170	3,783
State taxes	2
Federal and state net operating loss carryforward	94,121	42,663
Total net deferred tax assets	108,040	47,626
Less valuation allowance	$ (108,040)	$ (47,626)

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 2,696	$ 2,257
Less accumulated depreciation	(1,825)	(1,843)
Property and equipment, net	871	414
Furniture, Fixtures and Computer Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,809	1,364
Software for Internal Use
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 887	887
Vehicles
Property, Plant and Equipment [Line Items]
Property and equipment, gross		$ 6

Business Combinations

12 Months Ended

Dec. 31, 2023

Business Combinations [Abstract]

Business Combinations

3. Business Combinations

On October 19, 2023, the Company completed the acquisition of Otonomo in accordance with the terms of the Merger Agreement, by and among the Company, Otonomo, and U.O Odyssey Merger Sub Ltd., a company organized under the laws of the State of Israel and

a direct wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which and subject to the terms and conditions thereof, 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”), upon the terms and subject to the conditions set forth in the Merger Agreement, the Company issued an aggregate of 5,435,568 shares of the Company’s 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”).

The Merger added valuable assets and connected vehicle technology platforms to benefit the Company with its existing business and future growth.

Management, with the assistance of a third-party valuation firm, estimated the fair value of the assets and liabilities of Otonomo as of the date of the acquisition, which was accounted for as a business combination. The following table summarizes the purchase consideration and preliminary fair value of the assets acquired and liabilities assumed as of October 19, 2023 for the Otonomo acquisition. The following purchase price allocation is preliminary and subject to adjustments within the acquisition measurement period, which may be material:


Assets:
Cash and cash equivalents	$	44,717
Short-term deposits		10,415
Marketable securities		57,577
Accounts receivable		694
Prepaid expenses and other current assets		883
Right-of-use assets		622
Property and equipment, net		662
Intangible assets		9,940
Other non-current assets		306
Total assets acquired		125,816

Liabilities:
Accounts payable		5,618
Accrued expenses and other payables		8,800
Deferred revenue		225
Lease liabilities		622
Deferred tax liability		2,385
Total liabilities assumed		17,650

Bargain purchase gain		(73,410	)
Total purchase consideration	$	34,756

Components of purchase price:
Common stock	$	31,032
Contingent consideration		3,724
Total purchase consideration	$	34,756

The identifiable intangible assets consist of acquired technology with an average estimated useful life of three years. Since the Merger was a stock transaction, none of the assets are written up to fair market value for tax purposes; therefore, amortization of the intangible assets recorded through purchase accounting will not be deductible for tax purposes.

Contingent consideration consists of cash and an estimated amount of Company stock to be issued to certain shareholders of Otonomo.

The excess of the aggregate net fair value of assets acquired and liabilities assumed over the fair value of consideration transferred (purchase price) has been recorded as a bargain purchase gain. When it became apparent there was a potential for a bargain purchase gain, management reviewed the Otonomo assets acquired and liabilities assumed, as well as the assumptions utilized in estimating their fair values. Upon completion of this reassessment, the Company concluded that the Merger was not orderly as defined in ASC

820 and it was appropriate to recognize a bargain purchase gain since the fair value of the identifiable assets acquired and liabilities assumed exceeded the fair value of the consideration transferred. The bargain purchase gain is presented within Other income (expense), net in the consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2023.

Otonomo contributed revenues of $1,370 and net income of $298 to the Company for the period from October 19, 2023 to December 31, 2023. Unaudited pro forma results of operations for the years ended December 31, 2023 and 2022 are included below as if the acquisition of Otonomo occurred on January 1, 2022. This summary of the unaudited pro forma results of operations is not necessarily indicative of what the Company’s results of operations would have been had Otonomo been acquired at the beginning of 2022, nor does it purport to represent results of operations for any future periods.


	Year Ended December 31,
	2023			2022
Revenues	$	189,993		$	194,581
Net loss		(83,709	)		(158,070	)

In 2023, the Company incurred $21,338 in acquisition-related costs. These expenses are included in General and administrative expense in the consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2023 and are reflected in pro forma net loss for the year ended December 31, 2022 in the table above.

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

Property and equipment consist of the following as of the periods presented:


	December 31, 2023			December 31, 2022
Furniture, fixtures and computer equipment	$	1,809		$	1,364
Software for internal use		887			887
Vehicles		—			6
		2,696			2,257
Less accumulated depreciation		(1,825	)		(1,843	)
Property and equipment, net	$	871		$	414

Business Combinations (Tables)

12 Months Ended

Dec. 31, 2023

Business Combinations [Abstract]

Schedule of Purchase Consideration and Preliminary Fair Value of Assets Acquired and Liabilities

The following table summarizes the purchase consideration and preliminary fair value of the assets acquired and liabilities assumed as of October 19, 2023 for the Otonomo acquisition. The following purchase price allocation is preliminary and subject to adjustments within the acquisition measurement period, which may be material:


Assets:
Cash and cash equivalents	$	44,717
Short-term deposits		10,415
Marketable securities		57,577
Accounts receivable		694
Prepaid expenses and other current assets		883
Right-of-use assets		622
Property and equipment, net		662
Intangible assets		9,940
Other non-current assets		306
Total assets acquired		125,816

Liabilities:
Accounts payable		5,618
Accrued expenses and other payables		8,800
Deferred revenue		225
Lease liabilities		622
Deferred tax liability		2,385
Total liabilities assumed		17,650

Bargain purchase gain		(73,410	)
Total purchase consideration	$	34,756

Components of purchase price:
Common stock	$	31,032
Contingent consideration		3,724
Total purchase consideration	$	34,756

Schedule of Unaudited Pro Forma Results

This summary of the unaudited pro forma results of operations is not necessarily indicative of what the Company’s results of operations would have been had Otonomo been acquired at the beginning of 2022, nor does it purport to represent results of operations for any future periods.


	Year Ended December 31,
	2023			2022
Revenues	$	189,993		$	194,581
Net loss		(83,709	)		(158,070	)

Business Combinations - Schedule of Unaudited Pro Forma Results (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Business Combinations [Abstract]
Revenues	$ 189,993	$ 194,581
Net loss	$ (83,709)	$ (158,070)

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 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 December 31, 2023
Recurring fair value measurements	Level 1		Level 2		Level 3			Total
Money market funds (1)	$	6,920	$	—	$	—		$	6,920
Corporate bonds (1)		—		9,154		—			9,154
Commercial paper (1)		—		2,488		—			2,488
U.S. government agency securities (1)		—		2,175		—			2,175
Contingent purchase consideration (2)		—		—		(4,617	)		(4,617	)
	$	6,920	$	13,817	$	(4,617	)	$	16,120


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

Summary of The Composition of Marketable Securities

(1) The following table summarizes the composition of marketable securities as of December 31, 2023:


	Amortized Cost		Unrealized Gain (Loss)			Fair Value
Money market funds	$	6,920	$	—		$	6,920
Available-for-sale debt securities:
Corporate bonds		9,170		(16	)		9,154
Commercial paper		2,488		—			2,488
U.S. government agency securities		2,177		(2	)		2,175
		13,835		(18	)		13,817
	$	20,755	$	(18	)	$	20,737

Summary of Fair Value and Amortized Cost of Available-for-Sale Debt Securities by Contractual Maturity

The following table summarizes the fair value and amortized cost of the available-for-sale debt securities by contractual maturity as of December 31, 2023:


	Amortized Cost		Fair Value
Due within one year	$	13,835	$	13,817

Summary Of Changes In The Fair Value Of Contingent Purchase Consideration

The following table sets forth a summary of the changes in the fair value of the contingent purchase consideration:


Acquisition of Otonomo, October 19, 2023 (Note 3)	$	6,232
Change in fair value		(1,615	)
Fair value as of December 31, 2023	$	4,617

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

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
Fair value as of December 31, 2021	$	—		$	7,084		$	7,084
Issuances		28,688			1,009			29,697
Adjustments due to recapitalization		—			55			55
Change in fair value		4,077			5,809			9,886
Fair value as of December 31, 2022	$	32,765		$	13,957		$	46,722
Issuances		1,320			1,047			2,367
Extinguishments		(1,523	)		(4,273	)		(5,796	)
Change in fair value		(32,562	)		(10,731	)		(43,293	)
Fair value as of December 31, 2023	$	—		$	—		$	—

Debt Arrangements

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt Arrangements

9. Debt Arrangements

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


	December 31, 2023			December 31, 2022
2021 convertible promissory notes with an interest rate of 10.0% per annum maturing June 30, 2024	$	—		$	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 January 1, 2025 (see Note 20)		27,500			17,500
Highbridge Capital term loan with an interest rate ranging from 12%-13% per annum maturing on January 31, 2025		40,000			40,000
2022 convertible promissory notes with an interest rate of 15.0% per annum maturing June 30, 2024		4,257			30,000
Total principal debt		71,757			127,457
Less: current portion		(4,257	)		—
Less: debt issuance costs and discounts, long-term		(1,424	)		(28,014	)
Total long-term debt, net	$	66,076		$	99,443

Structural Term Loan

On October 13, 2021, the Company entered into a Loan and Security Agreement (the “2021 Structural Term Loan”) with Structural Capital with an initial commitment amount of $14,000. Borrowings under the 2021 Structural Term Loan accrued interest at the greater of 10.75% or the prime rate plus 7.5% per annum with a scheduled maturity date on October 1, 2024. Interest was payable in advance on the first day of each month. Upon repayment, the loan required a fee equal to 5% of the drawn amount and a success fee equal to 10% of the drawn amount. The 2021 Structural Term Loan was secured by substantially all assets of the Company.

On December 16, 2021, the Company amended the 2021 Loan and Security Agreement (the “2021 Amended Structural Term Loan”) with Structural Capital. An additional $3,500 was funded at closing, bringing the total term loan with Structural Capital to $17,500, and reducing the remaining commitment amount by $2,500. Borrowings under the 2021 Amended Structural Term Loan accrued interest at the greater of 10.75% or the prime rate plus 7.5% per annum with an amended scheduled maturity date on November 1, 2023. Upon repayment, the loan required a payment of $840, an exit fee equal to an amount sufficient to increase the minimum return to 1.20:1.0 if payable on or before April 1, 2022, 1.25:1.0 if payable between April 2, 2022 and October 1, 2022, or 1.30:1.0 if payable after October 1, 2022, and a success fee equal to 10% of the drawn amount. In addition, the Company paid $175 upon execution of the amendment. These fees were accreted to interest expense over the term of the loan. The 2021 Amended Structural Term Loan was secured by certain assets of the Company pursuant to an intercreditor agreement with Highbridge Capital Management, LLC.

In connection with the 2021 Amended Structural Term Loan, the Company issued 464 warrants to purchase Series C-1 preferred stock with an exercise price of $0.90 per share and expiring on December 16, 2031. The fair value of these warrants of $320 was recorded as a discount against the loan. The discount was amortized to interest expense using the effective interest rate method.

In July 2022, the Company executed the Second Amended and Restated Loan Agreement (the “Second Amendment”) which eliminated any additional tranches available for future borrowing and created a single term loan facility in the amount of $17,500 which had previously been funded. The interest rate and maturity date were not changed as part of the Second Amendment. The Second Amendment added an incremental amendment fee of $1,014 to be paid at maturity and a restructuring fee of $2,029 which was payable upon the occurrence of certain contingent events. The Company concluded that the payment of the restructuring fee was probable; therefore, both fees are accreting to interest expense over the term of the agreement. The warrants that were outstanding as part of the 2021 Amended Structural Term Loan were amended as part of the Recapitalization (see Note 11) and became exercisable for Common Stock. The Second Amendment was accounted for as a debt modification and, accordingly, no gain or loss was recognized.

The Second Amendment contained certain covenants such as receipt of at least $5,000 in convertible debt proceeds, maintaining unrestricted cash of at least $5,000 and maintaining a positive contribution margin from December 31, 2022 onward. As of December 31, 2022, the effective interest rate was approximately 31%.

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 accrued 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 was November 1, 2024 as a result of the merger with Otonomo. Upon repayment, the First Amendment required 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 was therefore 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 was 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. 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. As of December 31, 2023, the effective interest rate was approximately 24%.

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.

On October 19, 2023, as part of the Combined Transaction (see Note 1), all liability classified warrants issued to Structural Capital automatically converted into shares of Common Stock, and as a result, no such warrants are outstanding as of December 31, 2023. Immediately prior to their settlement, the Company marked these liability-classified warrants to fair value and recognized a gain on the change in fair value of warrant liability of $2,516. Amortization of the discount totaled $782, $167 and $14 during the years ended December 31, 2023, 2022 and 2021, respectively, and is included in interest expense in the accompanying consolidated statements of operations and comprehensive income (loss).

Highbridge Term Loan

On December 16, 2021, the Company entered into a Loan and Security Agreement (the “2021 Highbridge Term Loan”) with a consortium led by Highbridge Capital Management, LLC and included Whitebox Advisors, LLC and Onex Capital Solutions Holdings, LP. The Company received $30,000 upon closing with an additional $10,000 funding on December 20, 2021. As described further below, additional loan commitments were reduced to $0 in July 2022. Borrowings under the 2021 Highbridge Term Loan accrue interest at 10.0% for the first six months, increasing by 1% for each six-month period thereafter, with a maximum rate of 13.0%. Interest is payable quarterly, in arrears, on the last business day of the calendar quarter and on the scheduled maturity date of

December 15, 2023. The 2021 Highbridge Term Loan is secured by substantially all assets of the Company pursuant to an intercreditor agreement with Structural Capital.

In connection with the funding on December 16, 2021 of the 2021 Highbridge Term Loan, the Company issued 16,881 warrants to purchase Common Stock with an exercise price of $0.90 per share expiring on December 16, 2031. In connection with the funding on December 20, 2021, the Company issued an additional 5,695 warrants to purchase Common Stock with an exercise price of $0.90 per share expiring on December 20, 2031. The fair value of these warrants of $6,685, plus an additional $800 discount, was recorded as a discount against the loan. The total discount is amortized to interest expense using the effective interest rate method.

Additional Common Stock warrants up to 0.72% of the fully diluted Common Stock of the Company were to be issued upon funding of the 2021 Highbridge Bridge Funding. If issued, these warrants will be automatically exercised prior to the close of a Qualified Public Trade Trigger (either IPO or SPAC merger). Upon the achievement of the Qualified Public Trade Trigger, the 2021 Highbridge Term Loan can be exchanged for a convertible note that would convert to Common Stock with terms to be determined.

In July 2022, the Company executed the Waiver and First Amendment to Loan and Security Agreement (the “First Highbridge Amendment”) which decreased the amount available under the term loan agreement by $20,000. As a result, there were no further amounts available to be borrowed under the revised arrangement. The interest rate and maturity date were not changed as part of the First Highbridge Amendment. The First Highbridge Amendment removed any covenants present in the original agreement and added a financial covenant in which the Company must maintain unrestricted cash as of the end of each calendar month in an amount above $5,000. The First Highbridge Amendment included an amendment fee in the amount of $2,319 which is accreting to interest expense over the term of the loan. As of December 31, 2022, the effective interest rate was approximately 27%.

The First Highbridge Amendment also added an incremental sale fee of $4,639 payable upon the occurrence of certain contingent events. The Company determined that the sale fee was not probable of occurring. The First Highbridge Amendment was accounted for as a debt modification and, accordingly, no gain or loss was recognized.

The warrants to purchase 16,881 shares of Common Stock were amended to become warrants to purchase a variable number of common shares based on a certain percentage of the fully diluted capitalization of the Company at the time of the warrant exercise. The warrants to purchase 5,695 shares of Common Stock were canceled as part of this transaction.

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. 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.

On October 19, 2023, as part of the Combined Transaction (see Note 1), all liability classified warrants issued to Highbridge Capital automatically converted into shares of Common Stock and as a result, no such warrants are outstanding as of December 31, 2023. Immediately prior to their settlement, the Company marked these liability classified warrants to fair value and recognized a gain on the change in fair value of warrant liability of $4,690. Amortization of the discount totaled $2,546, $3,593 and $299 during the years ended December 31, 2023, 2022 and 2021, respectively, and is included in interest expense in the accompanying consolidated statements of operations and comprehensive income (loss). As of December 31, 2023, the effective interest rate was approximately 21%.

Convertible Promissory Notes

2021 Convertible Notes

From March 2021 through December 2021, the Company issued convertible promissory notes in the amount of $39,957 (“2021 Convertible Notes”). The 2021 Convertible Notes accrued interest at the rate of 10% per annum, and all unpaid interest and principal was due and payable on June 30, 2024.

The 2021 Convertible Notes could be settled as follows:

(i)

Automatic conversion into Common Stock upon a qualified transaction. Upon the consummation of a qualified business combination, an initial public offering with gross proceeds of at least $50.0 million or a direct listing of the Company’s Common Stock, the 2021 Convertible Notes will convert to Common Stock at the lesser of (i) $380,000 divided by the fully diluted capitalization of the Company immediately prior to the transaction (“Cap Price”), and (ii) 0.75 multiplied by the per share price paid in the transaction.

(ii)

Optional conversion into convertible preferred stock in an Equity Financing. If the Company sells shares of preferred stock in an equity financing transaction while the notes are outstanding (“Equity Financing”), 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) 0.75 multiplied by the per share price paid by the cash investors in the Equity Financing, or (ii) the Cap Price.

(iii)

Maturity. Upon or after maturity of the 2021 Convertible Notes, the notes can be settled in cash at the outstanding accrued interest and principal amount or converted to Common Stock at a price per share equal to the lesser of (i) 0.75 multiplied by the per share price paid by the cash investors in the Equity Financing, or (ii) the Cap Price.

The Company concluded that certain settlement features of the 2021 Convertible Notes were determined to not be clearly and closely associated with the risk of the debt-type host instrument and were required to be separately accounted for as derivative financial instruments. The Company determined its derivative liabilities to be a Level 3 fair value measurement during the year 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 2021 Convertible Note to be immaterial at issuance and as such no debt discount was recorded related to the derivative.

On October 19, 2023, all of the principal and accrued interest underlying the 2021 Convertible Notes were automatically settled in Common Stock in connection with the Combined Transaction (see Note 1). While certain noteholders held an economic interest in the Company prior to the Combined Transaction, many were not considered significant shareholders, and, in addition, there was a large population of noteholders that were not involved in the structure or negotiation of the Merger and accepted the same terms on settlement of their convertible notes. Given the difference in the book value of the total convertible notes that were settled and their reacquisition price on the date of the Combined Transaction, a gain on debt extinguishment of $30,322 was recognized on October 19, 2023 in the consolidated statements of operations and comprehensive income (loss). Immediately prior to the settlement of the 2021 Convertible Notes, the associated derivative liability was remeasured a final time. The Company determined the fair value to be $0 since the features were significantly out of the money and, therefore, had no value. As a result, the derivative liability was written to $0 on October 19, 2023, and a gain on the change in the fair value of derivative liability of $14,016 was recognized in the consolidated statements of operations and comprehensive income (loss). As of December 31, 2023, no 2021 Convertible Notes remain outstanding.

2022 Convertible Notes

In July 2022 and in connection with the Recapitalization, the Company issued $30,000 in convertible promissory notes (“2022 Convertible Notes”) to several stockholders who previously held convertible preferred stock prior to the Recapitalization. The 2022 Convertible Notes accrue interest at the rate of 15% per annum, and all unpaid interest and principal is due and payable on June 30, 2024. No payments can be made under the 2022 Convertible Notes unless the noteholders provide written demand. The Company may prepay the 2022 Convertible Notes prior to the maturity date only with the consent of the majority 2022 Convertible Note holders.

In connection with the issuance of the 2022 Convertible Notes, the Company issued warrants exercisable for 1,032,636 shares of Common Stock with an exercise price of $0.09 per share to the noteholders. The fair value of the warrants at issuance of the 2022 Convertible Notes was determined to be $9,201, of which $7,041 was recorded as a debt discount based upon a relative fair value allocation. The debt discount is being amortized over the estimated life of the debt using the effective interest method.

The 2022 Convertible Notes may be settled as follows:

(i)

Optional conversion into Series C preferred stock. At any time upon the election of the noteholders, the outstanding principal of the 2022 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 $329.5719, or the Cap Price.

(ii)

Optional conversion in an Equity Financing. If the Company sells shares of preferred stock in an equity financing (as such term is defined in the 2022 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)

Company Sale. If the Company consummates a sale of the company while the 2022 Convertible Notes are outstanding, it is to repay the holders in cash in an amount equal to 300% of the outstanding principal amount of the notes plus any unpaid accrued interest. A Company Sale includes (i) the sale of all or substantially all of the Company’s assets, (ii) a merger or consolidation of the Company with or into another entity, (iii) a liquidation, dissolution or winding up of the Company, (iv) other change of control type transaction as defined in the 2022 Convertible Notes agreement.

(iv)

Maturity. Upon or after maturity of the 2022 Convertible Notes, the notes can be settled in cash at the outstanding accrued interest and principal amount.

The Company concluded that certain settlement features of the 2022 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 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 2022 Convertible Note to be $28,688 upon issuance. The fair value of the derivative liability was recorded separately from the convertible notes with an offsetting amount of $22,959 recorded as a debt discount. The separation of the derivative liability caused the debt discount to reduce the net balance on the convertible notes to $0. The excess value of the derivative liability at issuance was recognized as part of the Recapitalization (see Note 1) through equity since the 2022 Convertible Notes were with shareholders of the Company. The debt discount is amortized over the term of the debt using the effective interest method.

On February 9, 2023, the Company executed amendments with twelve holders of the 2022 Convertible 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.

On October 19, 2023, $30,400 of the total principal and accrued interest underlying the 2022 Convertible Notes was automatically settled in Common Stock in connection with the Combined Transaction (see Note 1). While certain noteholders held an economic interest in the Company prior to the Combined Transaction, many were not considered significant shareholders, and, additionally, there was a large population of noteholders that were not involved in the structure or negotiation of the Merger and accepted the same terms on settlement of their convertible notes. Given the difference in the book value of the total convertible notes that were settled and their reacquisition price on the date of the Combined Transaction, a gain on debt extinguishment of $8,771 was recognized on October 19, 2023 in the consolidated statements of operations and comprehensive income (loss). As of December 31, 2023, principal and accrued interest of $5,164 remain outstanding on the 2022 Convertible Notes which will continue to be liability classified and accrue interest over time until they are repaid on their maturity date of June 30, 2024. Amortization expense on the debt discount was $12,440 and $7,500 during the years ended December 31, 2023 and 2022, respectively.

2023 Convertible Notes

In April and May 2023, the Company issued approximately $4,700 in convertible promissory notes (“2023 Convertible Notes”). Simple interest accrued on the 2023 Convertible Notes at the rate of 15% per annum, and all principal and unpaid interest was due and payable on June 30, 2024.

The 2023 Convertible Notes could be settled 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 $329.5719, 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 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.

On October 19, 2023, all of the principal and interest underlying the 2023 Convertible Notes was automatically settled in Common Stock in connection with the Combined Transaction (see Note 1). While certain noteholders held an economic interest in the Company prior to the Combined Transaction, many were not considered significant shareholders, and, in addition, there were a large population of noteholders that were not involved in the structure or negotiation of the Merger and accepted the same terms on settlement of their convertible notes at an arm’s length. Given the difference in the book value of the total convertible notes that were settled and their reacquisition price on the date of the Merger, a gain on debt extinguishment of $2,940 was recognized on October 19, 2023 in the consolidated statements of operations and comprehensive income (loss). Immediately prior to the settlement of the 2023 Convertible Notes, the associated derivative liability was remeasured a final time. The Company determined the fair value of the associated derivative liability to have zero value given the features were significantly out of the money and therefore had no value. As a result, the derivative liability was written to $0 on October 19, 2023, and a gain on the change in the fair value of derivative liability of $1,075 was recognized in the consolidated statement of operations and comprehensive income (loss). As of December 31, 2023, no 2023 Convertible Notes remain outstanding.

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

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(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Intangible Assets - Schedule of Remaining Estimated Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Net Carrying Amount	$ 9,283	$ 31
Acquired Technology
Finite-Lived Intangible Assets [Line Items]
2024	3,410
2025	3,037
2026	1,560
2027	1,245
Net Carrying Amount	$ 9,252

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Otonomo [Member]	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	Common Stock Otonomo [Member]	Additional Paid-in Capital	Additional Paid-in Capital Otonomo [Member]	Accumulated Deficit	Accumulated Other Comprehensive Loss
Temporary equity, beginning balance at Dec. 31, 2020			$ 16,917	$ 10,900	$ 10,218	$ 996	$ 19,924	$ 18,732
Temporary equity, beginning balance, Shares at Dec. 31, 2020			55,532	30,896	60,693	12,260	42,436	49,732
Beginning balance at Dec. 31, 2020	$ (71,315)										$ 78		$ (71,393)
Beginning balance, Shares at Dec. 31, 2020									52,458
Temporary equity, Issuance of preferred stock			$ 1,802
Temporary equity, Issuance of preferred stock, Shares			7,199
Issuance of common stock	68										68
Issuance of common stock, Shares									782
Accretion of preferred stock to redemption value	(367)		$ 326	$ 25			$ 16				(367)
Issuance of common stock warrants for services	6,684										6,684
Stock-based compensation expense	698										698
Comprehensive income (loss)	(56,339)												(56,339)
Temporary equity, ending balance at Dec. 31, 2021			$ 19,045	$ 10,925	$ 10,218	$ 996	$ 19,940	$ 18,732
Temporary equity, ending balance, Shares at Dec. 31, 2021			62,731	30,896	60,693	12,260	42,436	49,732
Ending balance at Dec. 31, 2021	(120,571)										7,161		(127,732)
Ending balance, Shares at Dec. 31, 2021									53,240
Conversion of preferred stock in connection with temporary equity recapitalization			$ (19,188)	$ (10,937)	$ (10,218)	$ (996)	$ 26,386	$ (18,732)
Conversion of preferred stock in connection with temporary equity recapitalization, Shares			(62,731)	(30,896)	(60,693)	(12,260)	114,959	(49,732)
Conversion of preferred stock in connection with equity recapitalization	34,942										40,726		(5,784)
Conversion of preferred stock in connection with equity recapitalization, Shares									101,351
Issuance of common stock	17										17
Issuance of common stock, Shares									195
Accretion of preferred stock to redemption value	(163)		$ 143	$ 12			$ 8				(163)
Issuance of common stock warrants for services	92										92
Stock-based compensation expense	494										494
Comprehensive income (loss)	(95,982)												(95,982)
Temporary equity, ending balance at Dec. 31, 2022	46,334						$ 46,334
Temporary equity, ending balance, Shares at Dec. 31, 2022							157,395
Ending balance at Dec. 31, 2022	(181,171)										48,327		(229,498)
Ending balance, Shares at Dec. 31, 2022									154,786
Common shares issued in connection with the Otonomo merger		$ 31,032								$ 5		$ 31,027
Common shares issued in connection with the Otonomo merger, shares										5,435,568
Conversion of convertible notes and warrants to common shares in connection with the Otonomo merger		$ 82,550								$ 8		$ 82,542
Conversion of convertible notes and warrants to common shares inconnection with the Otonomo merger, shares										7,487,841
Temporary equity, conversion of convertible notes and warrants to common shares in connection with the Otonomo merger							$ (46,334)
Temporary equity, conversion of convertible notes and warrants to common shares in connection with the Otonomo merger, shares							(157,395)
Exercise and Vesting of stock-based awards, net of shares withheld for taxes	(392)										(392)
Exercise and Vesting of stock-based awards, net of shares withheld for taxes, shares									178,067
Issuance of common stock warrants for services	943										943
Issuance of common stock for services, Shares									55,665
Stock-based compensation expense	2,473										2,473
Comprehensive income (loss)	74,169												74,729	$ (560)
Ending balance at Dec. 31, 2023	$ 9,604								$ 13		$ 164,920		$ (154,769)	$ (560)
Ending balance, Shares at Dec. 31, 2023									13,311,927

Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense of intangible assets	$ 688	$ 0	$ 0

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Summary of Operating Lease Cost

Operating lease cost consists of the following:


	Year Ended December 31,
	2023			2022
Lease cost	$	1,204		$	1,200
Sublease income		(275	)		(255	)
	$	929		$	945

Summary of Maturity of Operating Lease Liabilities

The maturity of operating lease liabilities is presented in the following table as of December 31, 2023:


2024		950
2025		810
2026		828
2027		618
2028		59
Thereafter		59
Total lease payments		3,324
Less imputed interest		(569	)
Present value of lease liabilities	$	2,755

Summary of Additional Information Relating to Company's Operating Leases

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


	December 31, 2023			December 31, 2022
Weighted average remaining lease term (years)		3.8			4.2
Weighted average discount rate		10.1	%		8.6	%

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2023
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of Urgent.ly Inc. and its wholly-owned subsidiaries Roadside Innovation Inc., Roadside Innovation (Arkansas) Inc., Urgently Canada Technologies ULC, and Otonomo and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
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.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents are stated at cost, which, due to their short-term nature, approximates fair value. All highly-liquid investments with an original or remaining maturity of three months or less at the date of purchase are considered to be cash equivalents.
Restricted Cash	Restricted Cash Restricted cash represents amounts held as collateral required under the Company’s credit card program.
Short-term Deposits	Short-term Deposits Short-term deposits consist of bank deposits with an original maturity of greater than three months at the date of purchase. Short-term bank deposits are presented at their cost, including accrued interest.
Marketable Securities	Marketable Securities Marketable securities consist of commercial paper, corporate bonds, and U.S. government agency securities. The Company considers all of its marketable securities as available for use in current operations, including those with maturity dates beyond one year, and therefore classifies these securities within current assets on the consolidated balance sheets. Securities are classified as available for sale and are carried at fair value, with the change in unrealized gains and losses, net of tax, reported as a separate component on the consolidated statements of operations and comprehensive income (loss) until realized. Realized gains and losses on sales of marketable securities are included in Other income (expense), net in the consolidated statements of operations and comprehensive income (loss). The amortized cost of marketable securities is adjusted for amortization of premium and accretion of discount to maturity, both of which, together with interest, are included in Other income (expense), net. For any available-for-sale debt securities, if the Company does not intend to sell and it is not more likely than not that they will be required to sell the available-for-sale debt security prior to recovery of its amortized cost basis, the Company will determine whether a decline in fair value below the amortized cost basis is due to credit-related factors. The credit loss is measured as the amount by which the debt security’s amortized cost basis exceeds the estimate of the present value of cash flows expected to be collected, up to the difference between the amortized cost basis and the fair value. Impairment will be assessed at the individual security level. Credit-related impairment is recognized as an allowance on the consolidated balance sheets with a corresponding adjustment to Other income (expense), net on the Company’s consolidated statements of operations and comprehensive income (loss).
Accounts Receivable	Accounts Receivable Accounts receivable result from service performed for which payment has yet to be received and include amounts invoiced and accrued amounts to be invoiced. Accounts receivable are charged to bad debt expense when they are determined to be uncollectible based upon a periodic review of the accounts by management. The Company records an allowance for expected losses based on historical experience and management’s expectation for future expected losses. The Company may consider an account past due when payment has not been received under the terms of the contract. The Company bases its estimates on historical experiences and on various other assumptions that are believed to be reasonable and appropriate under the circumstances. As of December 31, 2023 and 2022, the allowance for expected losses is $27 and $338, respectively. The balance of accounts receivable at January 1, 2022 amounted to $32,753, net of an allowance for expected losses of $662.
Property, Equipment and Software	Property, Equipment and Software Property, equipment and software are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed on a straight-line basis over the estimated asset lives, between 15 and 60 months. Leasehold improvements are depreciated over the shorter of their estimated useful lives or term of the respective lease on a straight-line basis. Maintenance, repairs, and minor replacements are charged to expense as incurred. Major renovations and replacements are capitalized to appropriate property and equipment accounts. Upon sale or retirement of property, the cost and accumulated depreciation are eliminated from the accounts and the related gain or loss is recognized in results of operations.
Impairment of Long-lived Assets	Impairment of Long-lived Assets The Company continually monitors events and changes in circumstances that could indicate that carrying amounts of its long-lived assets may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through their undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. No impairment charges on long-lived assets were recognized during the years ended December 31, 2023 and 2022.
Software Development Costs	Software Development Costs The Company incurs software development costs to enhance, improve, expand and/or upgrade certain proprietary software in an agile software environment with releases broken down into several iterations called sprints. Such software development costs and any new product development costs are considered research and development costs and are expensed as incurred.
Intangible Assets	Intangible Assets Acquired intangible assets consist primarily of technology acquired through the Otonomo merger and two domain names. Acquired Otonomo technology is amortized on a straight-line basis over the estimated useful lives of the assets ranging from 2 to 4 years. The domain names are deemed to have an indefinite life and are measured for impairment annually. The Company reviews the carrying value of long-lived assets for impairment when events or changes in business circumstances indicate the carrying value may not be recoverable. An impairment loss is recognized when an asset’s carrying value exceeds its fair value as calculated using a discounted future cash flow analysis. During the years ended December 31, 2023 and 2022, no impairment loss was recognized in the accompanying consolidated financial statements.
Deferred Financing Fees	Deferred Financing Fees Fees paid in connection with the Company’s debt arrangements are amortized using the effective interest method over the life of the related debt. During the years ended December 31, 2023 and 2022, the Company incurred and capitalized financing fees of $291 and $11, respectively, in connection with the issuance of convertible promissory notes and term loans (see Note 9). Amortization of deferred financing fees related to the convertible promissory notes and term loans totaled $1,194, $1,388 and $755 during the years ended December 31, 2023, 2022 and 2021, respectively, and is included in interest expense in the accompanying consolidated statements of operations and comprehensive income (loss).
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 years ended December 31, 2023 and 2022, the Company amended its term loans (see Note 9).
Income Taxes	Income Taxes In accordance with ASC Topic 740, Income Taxes (“ASC Topic 740”), income taxes are reported utilizing the asset and liability method. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each period-end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. ASC Topic 740 requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax asset will not be realized. ASC Topic 740 provides a comprehensive model for the recognition, measurement, and disclosure in financial statements of uncertain income tax positions that a company has taken or expects to take on a tax return. A company can recognize the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit can be recognized. Additionally, companies are required to accrue interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. The Company determined that its income tax positions did meet the more-likely-than-not recognition threshold and, therefore, required no reserve. In the event uncertain positions are employed in the future, additional interest and penalty charges associated with tax positions would be classified as income tax expense. The Company's primary tax jurisdiction is in the United States. Generally, federal, state and local authorities may examine the Company's tax returns for three years from the date of filing.
Accounting for Derivative Instruments	Accounting for Derivative Instruments The Company recognizes all derivative instruments as either assets or liabilities and measures them at fair value. The accounting for changes in fair value depends upon the purpose of the derivative instrument and whether it is designated and qualifies for hedge accounting. To the extent derivative instruments qualify and are designated as hedges of the variability in cash flows associated with forecasted transactions, the effective portion of the gain or loss on such derivative instruments will generally be reported in other comprehensive income (loss) and the ineffective portion, if any, will be reported in net income (loss). Such amounts recorded in accumulated other comprehensive income (loss) will be reclassified into net income (loss) when the forecasted transaction affects earnings. To the extent derivative instruments qualify and are designated as hedges of changes in the fair value of an existing asset, liability or firm commitment, the gain or loss on the hedging instrument will be recognized currently in earnings along with changes in the fair value of the hedged asset, liability, or firm commitment attributable to the hedged risk. See Note 11.
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, Revenues from Contracts with Customers (Topic 606) as well as other clarifications and technical guidance issued by the Financial Accounting Standards Board (“FASB”) related to this revenue standard (“ASC 606”) and ASC Subtopic 340-40, Other Assets and Deferred Costs Contracts with Customers (“ASC 340-40”). The core principle of ASC 606 is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company determines revenue recognition through the following five step model: • Identification of the contract, or contracts with a Customer Partner • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, performance obligations are satisfied 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. 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 (Partners, 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. The Company also offers RAS directly to motorists via pay per use or direct membership offerings. In addition, revenue is earned from platform license fees, whether delivered via cloud or traditional license delivery, professional services, and memberships.
Cost of Revenue	Cost of Revenue Cost of revenue, exclusive of depreciation and amortization, consists primarily of fees paid to Service Providers. Other costs included in cost of revenue are specifically the technology hosting and platform-related costs, certain personnel costs related to direct call center support to Consumers as part of platform authentication, and amortization of costs to fulfill.
Research and Development	Research and Development Research and development expenses primarily consist of compensation expenses, including equity-based compensation, for engineering, product development, product management and design employees, expenses associated with ongoing improvements to, and maintenance of, the Company’s platform offerings and other technology. Research and development expense also includes software expenses and technology consulting fees. Research and development expenditures are expensed as incurred.
Sales and Marketing	Sales and Marketing Sales and marketing expenses primarily consist of compensation expenses, including equity-based compensation, in support of new business capture, Partner management and marketing such as commissions, salaries, and related benefits. Sales and marketing expense also includes expenses associated with advertising, promotions of the Company’s services, Partner advocacy management and brand-building. Advertising costs are expensed as incurred and totaled $181, $420 and $359 for the years ended December 31, 2023, 2022 and 2021, respectively.
Operations and Support	Operations and Support Operations and support expenses primarily consist of compensation expenses, including equity-based compensation, in support of customer support operations such as salaries, related benefits, contractors used to manage customer support workload and related technology costs to support such operations. Operations and support expenses also include expenses associated with Service Provider network management.
General and Administrative	General and Administrative General and administrative expenses primarily consist of compensation expenses, including equity-based compensation and related benefits for the Company’s executive, finance, human resources, information technology, legal and other personnel performing administrative functions. General and administrative expense also includes corporate office rent expense, third-party professional fees, public company readiness expenses and any other cost or expense incurred not deemed to be related to cost of revenue, sales and marketing expense, research and development expense, or operations and support expense.
Deferred Revenue	Deferred Revenue Deferred revenue represents amounts received from Customer Partners or Motorists in advance of fulfillment of the promised performance obligations related to professional services, membership and bundled license arrangements.
Stock-based Compensation	Stock-based Compensation The Company recognizes the compensation cost associated with its equity awards based on the grant-date fair value of the award. The fair value of stock options is estimated using the Black-Scholes option-pricing model. The Company recognizes stock-based compensation on a straight-line basis over the requisite service period for the award. The Company accounts for stock-based employee compensation arrangements in accordance with the provisions of ASC 718, Compensation - Stock Compensation (“ASC 718”). Under ASC 718, compensation cost is determined on the date of the grant and then amortized over the vesting period. The fair value of each stock option granted is estimated on the grant date using the Black-Scholes option-pricing model using the following assumptions: Common Stock value on the grant date, risk-free interest rate, expected term, expected volatility and dividend yield. Due to a lack of company-specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. The historical volatility is calculated based on a period of time commensurate with the expected term assumption. The computation of expected volatility is based on the historical volatility of a representative group of companies with similar characteristics to the Company, including stage of product development and technology industry focus. The Company uses the simplified method as allowed by the SEC Staff Accounting Bulletin (“SAB”) No. 107, Share-Based Payment, to calculate the expected term for options granted to employees as it does not have sufficient historical exercise data of its own to provide a reasonable basis upon which to estimate the expected term. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected term of the stock options. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock.
Concentrations of Credit Risk	Concentrations of Credit Risk Financial instruments that subject the Company to credit risk consist primarily of cash, restricted cash and accounts receivable. The Company places its cash and cash equivalents 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 years ended December 31, 2023, 2022 and 2021, 64%, 69% and 62%, respectively, of revenue was earned from three, four and four customers, respectively. At December 31, 2023 and 2022, 56% and 34% of accounts receivable was due from three and two customers, respectively.
Foreign Currency Translation Adjustments and Transaction Gains (Losses)	Foreign Currency Translation Adjustments and Transaction Gains (Losses) The reporting currency of the Company and its subsidiaries is the U.S. dollar, and the functional currency of the Company’s Canadian subsidiary is the U.S. dollar. Transactions denominated in foreign currencies other than a subsidiary’s functional currency are recorded at the rates of exchange prevailing at the time of the transaction. Exchange differences arising upon settlement of a transaction are reported as gains or losses and are included in Other income (expense), net in the consolidated statements of operations and comprehensive income (loss). The functional currency of the Company’s United Kingdom subsidiary is the British Pound. Accordingly, the translation to U.S. dollars is based on the balance sheet date exchange rates for assets and liabilities, historical rates of exchange for equity, and average exchange rates in the period for revenues and expenses. The effects of foreign currency translation adjustments are included in stockholders’ equity (deficit) as a component of accumulated other comprehensive income or loss in the accompanying consolidated balance sheets.
Segment Reporting	Segment Reporting The Company has determined that its Chief Executive Officer is its chief operating decision maker. The Company’s Chief Executive Officer reviews financial information presented on a consolidated basis for purposes of assessing performance and making decisions on how to allocate resources. Accordingly, the Company has determined that it operates in a single reportable segment: Mobility Assistance Services. The Mobility Assistance Services segment includes all products, services and software used to generate revenue under the Company’s commercial agreements.
Recently Adopted Accounting Standards and Recently Issued Accounting Standards Not Yet Adopted	Recently Adopted Accounting Standards In June 2016, the FASB issued 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. The Company adopted the new standard effective January 1, 2023, and the adoption did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. The ASU is effective for the fiscal year ended December 31, 2024, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides for improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This guidance is effective for fiscal years beginning after December 15, 2024, and the adoption of this standard is not anticipated to have a significant impact on the Company’s consolidated financial statements other than adding new disclosures, which the Company is currently evaluating. The Company has evaluated all other issued and unadopted accounting standards updates and believes the adoption of these standards will not have a material impact on its consolidated balance sheets, statements of operations and comprehensive income (loss), or cash flows.

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

20. 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:

In January 2024, the Company repaid $17,500 of its term loan, and $6,053 in related fees, with Structural Capital. The Company also amended its Loan and Security Agreement which extends the maturity date on the remaining $10,000 to January 1, 2025.

In January 2024, one of the Company’s Customer Partners, accounting for approximately 25% of its 2023 revenue, notified the Company that it was not going to renew its contract for 2024 when the existing contract expired by its terms on January 31, 2024.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023 shares
Trading Arrangements, by Individual
Material Terms of Trading Arrangement	During the three months ended December 31, 2023, the following director, as defined in Rule 16a-1(f) of the Exchange Act, adopted a “Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K, as follows: On November 20, 2023, Mr. Benjamin Volkow, a member of our board of directors, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 568,629 shares of common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until November 19, 2025, or earlier if all transactions under the trading arrangement are completed. No other officers or directors, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during the three months ended December 31, 2023.
Benjamin Volkow [Member]
Trading Arrangements, by Individual
Name	Mr. Benjamin Volkow
Title	directors
Rule 10b5-1 Arrangement Adopted	true
Non-Rule 10b5-1 Arrangement Adopted	true
Adoption Date	November 20, 2023
Rule 10b5-1 Arrangement Terminated	true
Non-Rule 10b5-1 Arrangement Terminated	true
Termination Date	November 19, 2025
Arrangement Duration	2 years
Aggregate Available	568,629
Other Officers or Directors [Member]
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

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued service provider costs	$ 4,988	$ 5,461
Accrued compensation	4,888	1,054
Accrued contract labor	548	2,400
Credit card liabilities		100
Contingent purchase consideration	4,617
Accrued VAT and income taxes	1,754
Other accrued liabilities	4,572	4,107
Total accrued expenses	$ 21,367	$ 13,122

Schedule II -Valuation And Qualifying Accounts

12 Months Ended

Dec. 31, 2023

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule II -Valuation And Qualifying Accounts

Schedule II — Valuation and Qualifying Accounts


	Balance at beginning of period		Charged to earnings			Charged to other accounts		Deductions (1)		Balance at end of period
	(in thousands)
Allowance for expected credit losses:
Year ended December 31, 2023	$	338	$	194		$	—	$	505	$	27
Year ended December 31, 2022		662		(269	)		—		55		338
Year ended December 31, 2021		321		341			—		—		662

(1) Includes a reduction in the allowance for expected credit losses due to the write-off of trade accounts receivable.

Stock-based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

13. Stock-based Compensation

Equity Plans

On June 16, 2023, the Board approved the 2023 Equity Incentive Plan (the “2023 Plan”), which became effective upon the filing of a Form 8-A with the SEC on October 18, 2023. 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 were reserved for issuance pursuant to the 2023 Plan and will be subject to an annual increase. As of December 31, 2023, 1,061,298 shares of Common Stock were reserved under the 2023 Plan for future equity award grants.

In connection with the Merger, the Company assumed 66,931 outstanding restricted stock units under the Otonomo 2021 Share Incentive Plan.

The Company’s 2013 Equity Incentive Plan (the “2013 Plan”) was adopted in September 2013 and most recently amended in February 2023 to increase in the number of shares of Common Stock reserved for issuance under the Plan by 698,675 shares. The 2013 Plan was terminated on October 18, 2023, and no additional awards can be granted under the plan. However, the 2013 Plan will continue to govern the terms and conditions of the outstanding awards previously granted under the plan.

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-based Compensation Expense

The Company accounts for all stock-based payment awards made to employees, directors and advisors based on their fair values and recognizes compensation expense over the vesting period using the straight-line method over the requisite service period for each award as required by FASB ASC Topic No. 718, Compensation-Stock Compensation.

Non-cash stock-based compensation expense related to stock options and restricted stock units were recorded in the financial statements as follows:


	Year Ended December 31,
	2023		2022		2021
Research and development	$	363	$	170	$	218
Sales and marketing		194		102		112
Operations and support		103		50		89
General and administrative		1,813		172		279
	$	2,473	$	494	$	698

As of December 31, 2023, there was $4,507 of total unrecognized compensation costs related to non-vested stock options and restricted stock units granted under the 2023 Plan and 2013 Plan that are expected to be recognized over a weighted-average period of 2.6 years.

Stock Options

A summary of the Company's stock option activity during the years ended December 31, 2023, 2022 and 2021 follows:


	Options			Weighted Average Exercise Price
Outstanding at December 31, 2020		53,446		$	85.50
Granted		18,508			124.20
Exercised		(192	)		93.60
Forfeited or expired		(2,269	)		99.90
Outstanding at December 31, 2021		69,493			96.36
Exercised		(192	)		85.81
Forfeited or expired		(22,087	)		100.36
Outstanding at December 31, 2022		47,214			94.53
Exercised		(5	)		50.40
Forfeited or expired		(11,263	)		82.39
Outstanding at December 31, 2023		35,946			98.34

A summary of the Company's non-vested stock option activity during the years ended December 31, 2023, 2022 and 2021 follows:


	Options			Weighted Average Exercise Price
Outstanding at December 31, 2020		30,819		$	99.00
Granted		18,508			124.20
Vested		(14,271	)		99.90
Forfeited or expired		(1,740	)		105.30
Outstanding at December 31, 2021		33,316			112.52
Vested		(11,510	)		109.63
Forfeited or expired		(10,320	)		110.49
Outstanding at December 31, 2022		11,486			117.25
Vested		(5,435	)		112.39
Forfeited or expired		(1,127	)		113.21
Outstanding at December 31, 2023		4,924			123.50

The total grant date fair value of stock options vested during the years ended December 31, 2023, 2022 and 2021 was $286, $2,166 and $770, respectively. As of December 31, 2023 and 2022, stock options outstanding and exercisable have a weighted average remaining contractual life of 5.3 years.

The Company uses the Black-Scholes model to determine the fair value of stock options. The fair value of each option grant is estimated on the date of the grant.

Prior to the Combined Transaction, the Company utilized significant estimates and assumptions in determining the fair value of its common stock, which is a significant input in the Black-Scholes model used to estimate the fair value of stock options granted. The Company utilized various valuation methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, to estimate the fair value of its common stock. The common stock valuation is based on the Company’s enterprise value determined utilizing various methods including the option-pricing method (“OPM”) or a hybrid of the probability-weighted expected return method and the OPM. Each valuation methodology includes estimates and assumptions that required the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, the prices at which the Company sold shares of preferred stock, the superior rights and preferences of securities senior to the Company’s common stock at the time of, and the likelihood of, achieving a liquidity event, such as a direct listing on a public market or sale.

The weighted-average grant date fair value of options granted and the range of assumptions using the model for stock options granted in 2021 are as follows:


Risk-free interest rate		0.70-1.29%
Dividend yield		0%
Volatility		65%
Expected term of options		5-6.44 years

There were no stock options granted in 2023 or 2022.

Restricted Stock Units

The following table sets forth a summary of restricted stock units and related information for the periods presented:


	Awards			Weighted Average Fair Value
Outstanding at December 31, 2022		—			—
Granted		1,157,207			5.26
Acquired		66,931			5.71
Vested		(261,939	)		5.71
Forfeited or expired		(8,554	)		5.71
Outstanding at December 31, 2023		953,645			5.16

Employee Benefit Plans

12 Months Ended

Dec. 31, 2023

Retirement Benefits [Abstract]

Employee Benefit Plans

12. Employee Benefit Plans

Urgent.ly Inc. 401(k) Plan

The Company has maintained a qualified 401(k) plan for regular full or part-time U.S. employees since January 1, 2019. All employees who are at least 18 years of age are immediately eligible upon the date of hire. Under the plan, employees may contribute a percentage of their annual salary, subject to statutory limitations, and the Company will make a Safe Harbor match of the employees’ contributions up to 4% of their salary during that pay period. The Company made matching contributions with immediate vesting of $528, $625 and $449 for the years ended December 31, 2023, 2022 and 2021, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 70
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480794/715-70-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 715
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-Name Accounting Standards Codification
-Section 55
-Paragraph 17
-Publisher FASB
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Paragraph 1
-Subparagraph (d)(i)
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-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-URI https://asc.fasb.org//715/tableOfContent

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480126/715-20-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 60
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480266/715-60-50-3

+ Details

Share-based Compensation - Summary of Weighted-Average Grant Date Fair Value of Options Granted and Range of Assumptions Using Model for Stock Options Granted (Details)	12 Months Ended
	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Dividend yield	0.00%
Volatility	65.00%
Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate	0.70%
Expected term of options	5 years
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate	1.29%
Expected term of options	6 years 5 months 8 days

- 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

Share-based Compensation - Summary of Stock Option Activity (Details) - Stock Options [Member] - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options, Beginning balance	47,214	69,493	53,446
Options, Granted	0	0	18,508
Options, Exercised	(5)	(192)	(192)
Options, Forfeited or expired	(11,263)	(22,087)	(2,269)
Options, Ending balance	35,946	47,214	69,493
Weighted Average Exercise Price, Beginning balance	$ 94.53	$ 96.36	$ 85.5
Weighted-Average Exercise Price, Granted			124.2
Weighted-Average Exercise Price, Exercised	50.4	85.81	93.6
Weighted-Average Exercise Price, Forfeited or expired	82.39	100.36	99.9
Weighted Average Exercise Price, Ending balance	$ 98.34	$ 94.53	$ 96.36

Income Taxes - Reconciliation Between the Federal Statutory Income Tax Rate and Effective Tax Rate (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Federal statutory rate	21.00%	21.00%	21.00%
State income taxes, net of federal income tax benefit	(3.27%)	2.50%	1.26%
Foreign taxes	(0.58%)	0.99%	0.00%
Permanent differences	(36.95%)	(6.52%)	(1.71%)
Changes in tax rates	0.03%	0.06%	(0.19%)
Foreign rate differential	(0.53%)	0.00%	2.53%
Change in valuation allowance	16.81%	(18.43%)	(22.99%)
Other	0.54%	0.40%	0.10%
Effective tax rate	(2.95%)	0.00%	0.00%

Stock-based Compensation - Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Jun. 16, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Feb. 28, 2023
Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options granted		0	0	18,508
Total grant date fair value of stock options vested		$ 286	$ 2,166	$ 770
Weighted average remaining contractual life		5 years 3 months 18 days	5 years 3 months 18 days
Restricted Stock Units [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Assumed outstanding restricted stock units		953,645
Restricted Stock Units [Member] \| Otonomo
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Assumed outstanding restricted stock units		66,931
2013 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock reserved for issuance					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
Shares available for future grants		1,061,298
2013 and 2023 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation costs		$ 4,507
Expected to be recognized over a weighted-average period		2 years 7 months 6 days
2023 Employee Stock Purchase Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock sold to employees	221,311

Document and Entity Information - USD ($) $ in Thousands	12 Months Ended
Document and Entity Information - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 25, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Entity Central Index Key	0001603652
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Entity File Number	001-41841
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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	Yes
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
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Common Stock, Shares Outstanding		13,414,185
Entity Public Float			$ 0
Document Annual Report	true
Document Transition Report	false
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed under the Securities Exchange Act of 1934 are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2023.
Auditor Firm ID	596
Auditor Name	CohnReznick LLP
Auditor Location	Tysons, Virginia

Share-based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Non-cash Stock Based Compensation Expense

Non-cash stock-based compensation expense related to stock options and restricted stock units were recorded in the financial statements as follows:


	Year Ended December 31,
	2023		2022		2021
Research and development	$	363	$	170	$	218
Sales and marketing		194		102		112
Operations and support		103		50		89
General and administrative		1,813		172		279
	$	2,473	$	494	$	698

Summary of Stock Option Activity

A summary of the Company's stock option activity during the years ended December 31, 2023, 2022 and 2021 follows:


	Options			Weighted Average Exercise Price
Outstanding at December 31, 2020		53,446		$	85.50
Granted		18,508			124.20
Exercised		(192	)		93.60
Forfeited or expired		(2,269	)		99.90
Outstanding at December 31, 2021		69,493			96.36
Exercised		(192	)		85.81
Forfeited or expired		(22,087	)		100.36
Outstanding at December 31, 2022		47,214			94.53
Exercised		(5	)		50.40
Forfeited or expired		(11,263	)		82.39
Outstanding at December 31, 2023		35,946			98.34

Summary of Non-vested Stock Option Activity

A summary of the Company's non-vested stock option activity during the years ended December 31, 2023, 2022 and 2021 follows:


	Options			Weighted Average Exercise Price
Outstanding at December 31, 2020		30,819		$	99.00
Granted		18,508			124.20
Vested		(14,271	)		99.90
Forfeited or expired		(1,740	)		105.30
Outstanding at December 31, 2021		33,316			112.52
Vested		(11,510	)		109.63
Forfeited or expired		(10,320	)		110.49
Outstanding at December 31, 2022		11,486			117.25
Vested		(5,435	)		112.39
Forfeited or expired		(1,127	)		113.21
Outstanding at December 31, 2023		4,924			123.50

Summary of Weighted-Average Grant Date Fair Value of Options Granted and Range of Assumptions Using Model for Stock Options Granted

The weighted-average grant date fair value of options granted and the range of assumptions using the model for stock options granted in 2021 are as follows:


Risk-free interest rate		0.70-1.29%
Dividend yield		0%
Volatility		65%
Expected term of options		5-6.44 years

Summary of Restricted Stock Units

The following table sets forth a summary of restricted stock units and related information for the periods presented:


	Awards			Weighted Average Fair Value
Outstanding at December 31, 2022		—			—
Granted		1,157,207			5.26
Acquired		66,931			5.71
Vested		(261,939	)		5.71
Forfeited or expired		(8,554	)		5.71
Outstanding at December 31, 2023		953,645			5.16

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accounts receivable, net of allowance for doubtful accounts	$ 27	$ 338
Property and equipment, net of accumulated depreciation	$ 1,825	$ 1,843
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	13,311,927	154,786
Common stock, shares outstanding	13,311,927	154,786
Redeemable Convertible Preferred Stock Series C
Redeemable convertible preferred stock, par value		$ 0.001
Redeemable convertible preferred stock, shares authorized		160,000
Redeemable convertible preferred stock, shares issued		157,395
Redeemable convertible preferred stock, shares outstanding		157,395

Organization and Description of Business - Additional Information (Details) $ in Thousands			1 Months Ended	12 Months Ended
	Oct. 19, 2023 USD ($)	Jul. 28, 2023	Jul. 31, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Reverse stock split, description				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.
Accumulated deficit				$ (154,769)	$ (229,498)
Operating loss				$ (46,104)	$ (53,552)	$ (49,758)
De-recognition of the carrying value recorded			$ 32,773
Common stock conversion			outstanding series of existing convertible preferred stock were converted into shares of Common Stock. Each share class of the existing convertible preferred stock was converted into one share of Common Stock. The Company also had certain warrants outstanding for convertible preferred stock that converted into warrants for Common Stock on a one-to-one basis.	outstanding series of existing convertible preferred stock were converted into shares of Common Stock (the “Recapitalization”). Each share class of the existing convertible preferred stock was converted into one share of Common Stock. The Company also had certain warrants outstanding for convertible preferred stock which also converted into warrants for Common Stock on a one-to-one basis.
2022 Convertible Promissory Notes
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Preferred stock settled in common stock	$ 30,400
Otonomo
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Cash and cash equivalents	44,717
Business combination debt converted to common shares, value	31,032
Business combination, debt outstanding	3,724
Merger Agreement \| Otonomo
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Cash and cash equivalents	100,000
Business combination debt converted to common shares, value	$ 70,400
Business combination, debt outstanding				$ 71,800
Liquid assets totaling amount				$ 69,611
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

Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenue	$ 184,653	$ 187,589	$ 148,508
Cost of revenue (excluding depreciation and amortization)	146,772	167,442	140,095
Gross profit	37,881	20,147	8,413
Operating expenses:
Research and development	16,907	16,733	12,252
Sales and marketing	5,065	5,647	4,122
Operations and support	24,355	36,893	28,680
General and administrative	36,668	14,129	12,875
Depreciation and amortization	990	297	242
Total operating expenses	83,985	73,699	58,171
Operating loss	(46,104)	(53,552)	(49,758)
Other income (expense), net:
Interest expense	(46,800)	(31,454)	(3,712)
Interest income	509	7	5
Change in fair value of derivative liability	32,562	(4,077)
Change in fair value of warrant liability	10,731	(5,809)	(2,232)
Change in fair value of contingent purchase consideration	1,615
Warrant expense	(1,047)	(1,009)	(705)
Gain on debt extinguishment	46,947
Bargain purchase gain	73,410
Foreign exchange gain (loss)	766	(88)	63
Total other income (expense), net	118,693	(42,430)	(6,581)
Income (loss) before income taxes	72,589	(95,982)	(56,339)
Provision for income taxes	(2,140)
Net income (loss) attributable to common stockholders	74,729	(95,982)	(56,339)
Other comprehensive income (loss):
Foreign currency translations adjustments	(630)
Unrealized gains on marketable securities	70
Other comprehensive loss	(560)
Comprehensive income (loss)	$ 74,169	$ (95,982)	$ (56,339)
Earnings (loss) per share attributable to common stockholders:
Basic	$ 26.98	$ (949.36)	$ (1,061.64)
Diluted	$ 25.36	$ (949.36)	$ (1,061.64)

Share-based Compensation - Summary of Restricted Stock Units (Details) - Restricted Stock Units [Member]	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Awards, Granted \| shares	1,157,207
Awards, Acquired \| shares	66,931
Awards, Vested \| shares	(261,939)
Awards, Forfeited or expired \| shares	(8,554)
Awards, Ending balance \| shares	953,645
Weighted Average Fair Value, Granted \| $ / shares	$ 5.26
Weighted Average Fair Value, Acquired \| $ / shares	5.71
Weighted Average Fair Value, Vested \| $ / shares	5.71
Weighted Average Fair Value, Forfeited or expired \| $ / shares	5.71
Weighted Average Fair Value, Ending balance \| $ / shares	$ 5.16

Geographical Information - Company Revenue in Different Geographic Locations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue from External Customer [Line Items]
Total revenues	$ 184,653	$ 187,589	$ 148,508
Reportable Geographical Components [Member] \| Americas [Member]
Revenue from External Customer [Line Items]
Total revenues	183,957	$ 187,589	$ 148,508
Reportable Geographical Components [Member] \| EMEA [Member]
Revenue from External Customer [Line Items]
Total revenues	665
Reportable Geographical Components [Member] \| Asia Pacific [Member]
Revenue from External Customer [Line Items]
Total revenues	$ 31

- 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
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-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
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Section 50
-Paragraph 40
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Paragraph 41
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

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

+ Details

Revenue - Schedule of Contract assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Contract with Customer, Asset, after Allowance for Credit Loss [Abstract]
Contract assets as of January 1	$ 370	$ 1,048
Additional contract costs to obtain		135
Amortization of contract costs to obtain	(91)	(697)	$ (443)
Amortization of contract costs to fulfill	(46)	(116)	(187)
Contract assets as of December 31	$ 233	$ 370	$ 1,048

Share-based Compensation - Summary of Non-vested Stock Option Activity (Details) - Stock Options [Member] - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options, Beginning balance	11,486	33,316	30,819
Options, Granted	0	0	18,508
Options, Vested	(5,435)	(11,510)	(14,271)
Options, Forfeited or expired	(1,127)	(10,320)	(1,740)
Options, Ending balance	4,924	11,486	33,316
Weighted Average Exercise Price, Beginning balance	$ 117.25	$ 112.52	$ 99
Weighted Average Exercise Price, Granted			124.2
Weighted Average Exercise Price, Vested	112.39	109.63	99.9
Weighted Average Exercise Price, Forfeited or expired	113.21	110.49	105.3
Weighted Average Exercise Price, Ending balance	$ 123.5	$ 117.25	$ 112.52

Revenue

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue

4. 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.

The Company 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

In connection with these service arrangements, the Company negotiates fixed rates with subcontract service providers and charges its Customer Partners fixed rates based on each service provided (per tow, per jump start, etc.) to their motorist. Both the Company and subcontract service providers are involved in the transfer of services to the motorist. The Company considers the nature of each specific promised service and applies judgment to determine whether the Company controls the service before it is transferred to the motorist or whether the Company is acting as an agent for the Customer Partner. To determine whether the Company controls the service before it is transferred to the motorist, the Company assesses indicators including which party is primarily responsible for fulfillment and has discretion in determining pricing for the service, as well as other considerations. The Company has concluded that in connection with the Company’s flat rate service arrangements, the Company’s promise to its Customer Partners to provide the services is not distinct from the services provided by the subcontract service providers. The Company has the ability to direct the use of and obtain substantially all of the benefits and risks of the services provided by the subcontract service providers before those services are transferred to the Customer Partner. On that basis, the Company controls the services prior to the transfer to the Customer Partner. Further, the nature of the Company’s promise to provide the Company’s Customer Partners with roadside assistance services encompasses various tasks that may differ on any given day; however, these represent activities to fulfill the overall RAS process and not separate promises in the contract. In that regard, each increment of the promised service (i.e., each dispatch service, emergency assistance service) is distinct and part of a series of distinct services that are substantially the same and have the same pattern of transfer to the customer, which 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, and substantially all of the Company’s revenue is generated through this type of arrangement.

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 Customer Partner pays the Company an upfront fee per member or covered vehicle. The Company applied the right to invoice practical expedient, reflecting the Company’s right to payment for the fixed fee that corresponds directly to the value provided for the Company’s performance. Accordingly, these fees are recognized 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.

Some licensing arrangements also include a fixed maintenance management fee, as well as a range of fees that are dependent on the volume of end users that utilize the application. The variable fee is structured in bands for which the price per user, per month decreases as the volume of end users increases. Therefore, there is a portion of the fees that varies depending on the volume of end users as well as embedded discounts. The Company has applied the right to invoice practical expedient in recognizing these revenues and recognizes the maintenance and management fee over time, and the variable fee is recognized monthly.

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. These services are not highly interdependent or highly interrelated with the Company’s platform license and SaaS arrangements such that a customer would be able to use the Company’s platform without the professional service. 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:


	Year Ended December 31,
	2023		2022		2021
Full-service outsourcing—flat rate	$	181,818	$	183,715	$	145,457
Full-service outsourcing—claim cost pass-through		38		40		59
Membership		1,021		3,495		2,361
Software licensing arrangements		1,539		119		416
Professional services		237		220		215
	$	184,653	$	187,589	$	148,508

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 consolidated statements of operations and comprehensive income (loss). 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 consolidated statements of operations and comprehensive income (loss). 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		—			135
Amortization of contract costs to obtain		(91	)		(697	)
Amortization of contract costs to fulfill		(46	)		(116	)
Contract assets as of December 31	$	233		$	370

- 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
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-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
-Paragraph 12
-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

Fair Value Measurements - Summary of Fair value and Amortized Cost of Available-for-Sale Debt Securities (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Amortized Cost	$ 20,755
Unrealized Gain (Loss)	(18)
Fair Value	20,737
Money Market Funds
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Amortized Cost	6,920
Fair Value	6,920
Available-for-Sale Debt Securities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Amortized Cost	13,835
Unrealized Gain (Loss)	(18)
Fair Value	13,817
Available-for-Sale Debt Securities \| Corporate Bonds
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Amortized Cost	9,170
Unrealized Gain (Loss)	(16)
Fair Value	9,154
Available-for-Sale Debt Securities \| Commercial Paper
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Amortized Cost	2,488
Fair Value	2,488
Available-for-Sale Debt Securities \| U.S. government Agency Securities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Amortized Cost	2,177
Unrealized Gain (Loss)	(2)
Fair Value	$ 2,175

Warrants to Purchase Preferred and Common Stock - Schedule of Warrants Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Liability Classified Warrants \| Common Stock
Class of Warrant or Right [Line Items]
Shares Issuable Upon Exercise		102,997
Fair Value		$ 13,957
Liability Classified Warrants \| Issuance Date May 2018 \| Common Stock
Class of Warrant or Right [Line Items]
Issuance Date		2018-05
Contractual Term		10 years
Class of stock		Common
Balance sheet classification		Liability
Shares Issuable Upon Exercise		30,915
Exercise price		$ 0.9
Fair Value		$ 9,037
Liability Classified Warrants \| Issuance Date May 2019 \| Common Stock
Class of Warrant or Right [Line Items]
Issuance Date		2019-05
Contractual Term		10 years
Class of stock		Common
Balance sheet classification		Liability
Shares Issuable Upon Exercise		514
Exercise price		$ 0.9
Fair Value		$ 287
Liability Classified Warrants \| Issuance Date December 2021 \| Common Stock \| Structural Capital Term Loan
Class of Warrant or Right [Line Items]
Issuance Date		2021-12
Contractual Term		10 years
Class of stock		Common
Balance sheet classification		Liability
Shares Issuable Upon Exercise		464
Exercise price		$ 0.9
Fair Value		$ 198
Liability Classified Warrants \| Issuance Date December 2021 \| Common Stock \| Highbridge Capital Term Loan
Class of Warrant or Right [Line Items]
Issuance Date		2021-12
Contractual Term		10 years
Class of stock		Common
Balance sheet classification		Liability
Shares Issuable Upon Exercise		71,104
Exercise price		$ 0.9
Fair Value		$ 4,435
Equity Classified Warrants \| Common Stock
Class of Warrant or Right [Line Items]
Shares Issuable Upon Exercise		1,058,971
Equity Classified Warrants \| Issuance Date May 2020 \| Common Stock
Class of Warrant or Right [Line Items]
Issuance Date	2020-05	2020-05
Contractual Term	10 years	10 years
Class of stock	Common	Common
Balance sheet classification	Equity	Equity
Shares Issuable Upon Exercise	573	573
Exercise price	$ 89.1	$ 89.1
Equity Classified Warrants \| Issuance Date September 2018 \| Common Stock
Class of Warrant or Right [Line Items]
Issuance Date		2018-09
Contractual Term		10 years
Class of stock		Common
Balance sheet classification		Equity
Shares Issuable Upon Exercise		5,759
Exercise price		$ 0.09
Equity Classified Warrants \| Issuance Date November-December 2019 \| Common Stock
Class of Warrant or Right [Line Items]
Issuance Date		2019-11
Contractual Term		10 years
Class of stock		Common
Balance sheet classification		Equity
Shares Issuable Upon Exercise		9,796
Exercise price		$ 84.6
Equity Classified Warrants \| Issuance Date September 2022
Class of Warrant or Right [Line Items]
Contractual Term		10 years
Class of stock		Common
Balance sheet classification		Equity
Shares Issuable Upon Exercise		10,207
Exercise price		$ 0.09
Equity Classified Warrants \| Issuance Date September 2022 \| Common Stock
Class of Warrant or Right [Line Items]
Issuance Date		2022-09
Contractual Term		10 years
Class of stock		Common
Balance sheet classification		Equity
Shares Issuable Upon Exercise		1,032,636
Exercise price		$ 0.09

Geographical Information - Additional Information (Details) - Location	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Segments, Geographical Areas [Abstract]
Number of geographic locations	3	3

Accrued Expenses

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Accrued Expenses

8. Accrued Expenses

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


	December 31, 2023		December 31, 2022
Accrued service provider costs	$	4,988	$	5,461
Accrued compensation		4,888		1,054
Accrued contract labor		548		2,400
Credit card liabilities		—		100
Contingent purchase consideration		4,617		—
Accrued VAT and income taxes		1,754		—
Other accrued liabilities		4,572		4,107
	$	21,367	$	13,122

Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 302	$ 297	$ 242

Debt Arrangements - Summary of Debt Arrangements (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Jul. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total principal debt	$ 71,757	$ 127,457
Less: current portion	(4,257)
Less: debt issuance costs and discounts, long-term	(1,424)	(28,014)
Total long-term debt, net	66,076	99,443
2021 Convertible Promissory Notes
Debt Instrument [Line Items]
Total principal debt		39,957		$ 39,957
Structural Capital Term Loan
Debt Instrument [Line Items]
Total principal debt	27,500	17,500
Highbridge Capital Term Loan
Debt Instrument [Line Items]
Total principal debt	40,000	40,000
2022 Convertible Promissory Notes
Debt Instrument [Line Items]
Total principal debt	$ 4,257	$ 30,000	$ 30,000

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482900/835-30-50-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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-Name Accounting Standards Codification
-Section 55
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-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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-Paragraph 69C
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-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69C

Reference 7: http://www.xbrl.org/2003/role/exampleRef
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-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69E

Reference 8: http://www.xbrl.org/2003/role/exampleRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/exampleRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1B
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

18. 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 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:


	Year Ended December 31,
	2023			2022
Lease cost	$	1,204		$	1,200
Sublease income		(275	)		(255	)
	$	929		$	945

The maturity of operating lease liabilities is presented in the following table as of December 31, 2023:


2024		950
2025		810
2026		828
2027		618
2028		59
Thereafter		59
Total lease payments		3,324
Less imputed interest		(569	)
Present value of lease liabilities	$	2,755

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


	December 31, 2023			December 31, 2022
Weighted average remaining lease term (years)		3.8			4.2
Weighted average discount rate		10.1	%		8.6	%

Leases - Summary of Operating Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Lease cost	$ 1,204	$ 1,200
Sublease income	(275)	(255)
Total lease cost	$ 929	$ 945

Debt Arrangements (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Summary of Debt Arrangements

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


	December 31, 2023			December 31, 2022
2021 convertible promissory notes with an interest rate of 10.0% per annum maturing June 30, 2024	$	—		$	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 January 1, 2025 (see Note 20)		27,500			17,500
Highbridge Capital term loan with an interest rate ranging from 12%-13% per annum maturing on January 31, 2025		40,000			40,000
2022 convertible promissory notes with an interest rate of 15.0% per annum maturing June 30, 2024		4,257			30,000
Total principal debt		71,757			127,457
Less: current portion		(4,257	)		—
Less: debt issuance costs and discounts, long-term		(1,424	)		(28,014	)
Total long-term debt, net	$	66,076		$	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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
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-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

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+ Details

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Taxes [Line Items]
NOL carryforward	$ 391,317
R&D expenses	8,514	$ 4,331
Uncertain tax positions	0	$ 0
State
Income Taxes [Line Items]
NOL carryforward	113,273
Foreign
Income Taxes [Line Items]
NOL carryforward	$ 222,241
Net operating loss carryforwards expiration year	2040
Minimum
Income Taxes [Line Items]
Net operating loss carryforwards expiration year	2033

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

5. 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 December 31, 2023
Recurring fair value measurements	Level 1		Level 2		Level 3			Total
Money market funds (1)	$	6,920	$	—	$	—		$	6,920
Corporate bonds (1)		—		9,154		—			9,154
Commercial paper (1)		—		2,488		—			2,488
U.S. government agency securities (1)		—		2,175		—			2,175
Contingent purchase consideration (2)		—		—		(4,617	)		(4,617	)
	$	6,920	$	13,817	$	(4,617	)	$	16,120


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

(1) The following table summarizes the composition of marketable securities as of December 31, 2023:


	Amortized Cost		Unrealized Gain (Loss)			Fair Value
Money market funds	$	6,920	$	—		$	6,920
Available-for-sale debt securities:
Corporate bonds		9,170		(16	)		9,154
Commercial paper		2,488		—			2,488
U.S. government agency securities		2,177		(2	)		2,175
		13,835		(18	)		13,817
	$	20,755	$	(18	)	$	20,737

The following table summarizes the fair value and amortized cost of the available-for-sale debt securities by contractual maturity as of December 31, 2023:


	Amortized Cost		Fair Value
Due within one year	$	13,835	$	13,817

(2) Contingent purchase consideration represents a liability recorded at fair value in connection with the Otonomo merger, and thus represents a Level 3 measurement within the fair value hierarchy.

The following table sets forth a summary of the changes in the fair value of the contingent purchase consideration:


Acquisition of Otonomo, October 19, 2023 (Note 3)	$	6,232
Change in fair value		(1,615	)
Fair value as of December 31, 2023	$	4,617

(3) Level 3 financial liabilities also 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 consolidated statements of operations and comprehensive income (loss).

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 consolidated statements of operations and comprehensive income (loss).


	Derivative Liability			Warrant Liability			Total
Fair value as of December 31, 2021	$	—		$	7,084		$	7,084
Issuances		28,688			1,009			29,697
Adjustments due to recapitalization		—			55			55
Change in fair value		4,077			5,809			9,886
Fair value as of December 31, 2022	$	32,765		$	13,957		$	46,722
Issuances		1,320			1,047			2,367
Extinguishments		(1,523	)		(4,273	)		(5,796	)
Change in fair value		(32,562	)		(10,731	)		(43,293	)
Fair value as of December 31, 2023	$	—		$	—		$	—

The carrying values for cash, cash equivalents, accounts receivable, accounts payable and long-term debt approximated fair value for the years ended December 31, 2023 and 2022.

- 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

Property and Equipment

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

6. Property and Equipment

Property and equipment consist of the following as of the periods presented:


	December 31, 2023			December 31, 2022
Furniture, fixtures and computer equipment	$	1,809		$	1,364
Software for internal use		887			887
Vehicles		—			6
		2,696			2,257
Less accumulated depreciation		(1,825	)		(1,843	)
Property and equipment, net	$	871		$	414

Depreciation expense was $302, $297 and $242 for the years ended December 31, 2023, 2022 and 2021, respectively.

Earnings (Loss) Per Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Earnings (Loss) Per Share

14. Earnings (Loss) Per Share

The Company calculates earnings per share (“EPS”) as required by FASB ASC Topic No. 260, Earnings Per Share. Basic EPS is calculated by dividing the net income available to common stockholders by the weighted average number of common shares outstanding for the period, excluding common stock equivalents. Diluted EPS is computed by dividing the net income available to common stockholders by the weighted average number of common shares outstanding for the period, plus the weighted average number of dilutive common stock equivalents outstanding for the period determined using the treasury-stock method. For periods with a net loss, the dilutive common stock equivalents are excluded from the diluted EPS calculation. For purposes of this calculation, common stock subject to repurchase by the Company, options, warrants, and convertible notes are considered to be common stock equivalents, and are only included in the calculation of diluted earnings per share when their effect is dilutive.

The following table sets forth the details of basic and diluted earnings per share:


	Year Ended December 31,
	2023		2022			2021
Net income (loss)	$	74,729	$	(95,982	)	$	(56,339	)

Weighted average shares outstanding, basic		2,770,190		101,102			53,068
Effect of dilutive stock options, RSUs, and warrants		176,257		—			—
Weighted average shares outstanding, diluted		2,946,447		101,102			53,068

Earnings (loss) per share, basic	$	26.98	$	(949.36	)	$	(1,061.64	)
Earnings (loss) per share, diluted	$	25.36	$	(949.36	)	$	(1,061.64	)

Anti-dilutive shares excluded		45,400		1,209,182			118,785

Revenue - Schedule of Revenues on Disaggregated Basis (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of revenue
Revenue	$ 184,653	$ 187,589	$ 148,508
Full-service outsourcing -flat rate
Disaggregation of revenue
Revenue	181,818	183,715	145,457
Full-service outsourcing - claim cost pass-through
Disaggregation of revenue
Revenue	38	40	59
Membership
Disaggregation of revenue
Revenue	1,021	3,495	2,361
Software licensing arrangements
Disaggregation of revenue
Revenue	1,539	119	416
Professional services
Disaggregation of revenue
Revenue	$ 237	$ 220	$ 215

- 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

+ References

+ Details

Redeemable Convertible Preferred Stock - Additional Information (Details) - $ / shares	1 Months Ended	12 Months Ended
	Jul. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Common stock conversion	outstanding series of existing convertible preferred stock were converted into shares of Common Stock. Each share class of the existing convertible preferred stock was converted into one share of Common Stock. The Company also had certain warrants outstanding for convertible preferred stock that converted into warrants for Common Stock on a one-to-one basis.	outstanding series of existing convertible preferred stock were converted into shares of Common Stock (the “Recapitalization”). Each share class of the existing convertible preferred stock was converted into one share of Common Stock. The Company also had certain warrants outstanding for convertible preferred stock which also converted into warrants for Common Stock on a one-to-one basis.
Common stock, shares authorized		1,000,000,000	1,000,000,000
Common stock, par value		$ 0.001	$ 0.001
Redeemable Convertible Preferred Stock Series C
Class of Stock [Line Items]
Redeemable convertible preferred stock, shares authorized			160,000
Redeemable convertible preferred stock, shares outstanding			157,395	42,436	42,436

- 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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

17. 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. There are no unresolved claims and litigation in which the Company is currently involved that are expected to materially affect the financial position or operations of the Company.

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Components of Loss Before Income Taxes

The Company’s loss before income taxes was generated from the following sources:


	Year Ended December 31,
	2023			2022			2021
Domestic	$	75,799		$	(92,479	)	$	(51,062	)
Foreign		(3,210	)		(3,503	)		(5,277	)
Loss before incomes taxes	$	72,589		$	(95,982	)	$	(56,339	)

Components of Provision for Income Taxes

The following table sets forth the components of the provision for income taxes:


	Year Ended December 31,
	2023			2022		2021
Current income taxes:
Federal	$	153		$	—	$	—
State		—			—		—
Foreign		—			—		—
Total current income taxes		153			—		—
Deferred income taxes:
Federal		(1,915	)		—		—
State		(378	)		—		—
Foreign		—			—		—
Total deferred income taxes		(2,293	)		—		—
Provision for income taxes	$	(2,140	)	$	—	$	—

Reconciliation Between the Federal Statutory Income Tax Rate and Effective Tax Rate

The following table sets forth the reconciliation between the federal statutory income tax rate and the effective tax rate:


	Year Ended December 31,
	2023			2022			2021
Federal statutory rate		21.00	%		21.00	%		21.00	%
State income taxes, net of federal income tax benefit		(3.27	)%		2.50	%		1.26	%
Foreign taxes		(0.58	)%		0.99	%		0.00	%
Permanent differences		(36.95	)%		(6.52	)%		(1.71	)%
Changes in tax rates		0.03	%		0.06	%		(0.19	)%
Foreign rate differential		(0.53	)%		0.00	%		2.53	%
Change in valuation allowance		16.81	%		(18.43	)%		(22.99	)%
Other		0.54	%		0.40	%		0.10	%
Effective tax rate		(2.95	)%		0.00	%		0.00	%

Significant Deferred Tax Assets and Liabilities

Significant components of the Company’s deferred tax assets and liabilities at December 31, 2022 and 2021 are as follows:


	As of December 31,
	2023			2022
Deferred tax assets (liabilities):
Depreciation and amortization	$	(857	)	$	17
Stock-based compensation		349			43
Unrealized gain (loss)		98			—
Accrued expenses		607			68
Charitable contributions		24			24
Capitalized R&D expenditures		3,450			938
Right of use assets / lease liability		76			90
Interest expense		10,170			3,783
State taxes		2			—
Federal and state net operating loss carryforward		94,121			42,663
Total net deferred tax assets		108,040			47,626
Less valuation allowance		(108,040	)		(47,626	)
Net deferred tax assets	$	—		$	—

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

Intangible assets consist of the following as of the periods presented:


	Life (in years)	December 31, 2023							December 31, 2022
		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Acquired technology	2-4	$	10,134	$	(882	)	$	9,252	$	194	$	(194	)	$	—
Domain name	Indefinite		31		—			31		31		—			31
		$	10,165	$	(882	)	$	9,283	$	225	$	(194	)	$	31

Schedule of Remaining Estimated Amortization Expense for Intangible Assets

The following table sets forth the remaining estimated amortization expense for intangible assets for the next five years:


For the year ending December 31,
2024	$	3,410
2025		3,037
2026		1,560
2027		1,245
2028		—
	$	9,252

Warrants to Purchase Preferred and Common Stock (Tables)

12 Months Ended

Dec. 31, 2023

Liability Classified Warrants

Class of Warrant or Right [Line Items]

Schedule of Warrants Outstanding


December 31, 2022
Issuance Date	Contractual Term	Class of Stock	Balance Sheet Classification	Shares Issuable Upon Exercise		Exercise Price		Fair Value
May 2018	10 years	Common	Liability		30,915	$	0.90	$	9,037
May 2019	10 years	Common	Liability		514		0.90		287
December 2021 (Structural Debt)	10 years	Common	Liability		464		0.90		198
December 2021 (Highbridge Debt)	10 years	Common	Liability		71,104		0.90		4,435
					102,997			$	13,957

Equity Classified Warrants

Class of Warrant or Right [Line Items]

Schedule of Warrants Outstanding

The equity classified warrants outstanding as of December 31, 2023 and 2022 were as follows:

         December 31, 2023

         Issuance Date

         Contractual Term

         Class of Stock

         Balance Sheet Classification

         Shares Issuable Upon Exercise

         Exercise Price

May 2020

10 years

Common

Equity

573

89.10

         December 31, 2022

         Issuance Date

         Contractual Term

         Class of Stock

         Balance Sheet Classification

         Shares Issuable Upon Exercise

         Exercise Price

September 2018

10 years

Common

Equity

5,759

0.09

November-December 2019

10 years

Common

Equity

9,796

84.60

May 2020

10 years

Common

Equity

573

89.10

September 2022

10 years

Common

Equity

1,032,636

0.09

September 2022

10 years

Common

Equity

10,207

0.09

1,058,971

Intangible Assets

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

7. Intangible Assets

Intangible assets consist of the following as of the periods presented:


	Life (in years)	December 31, 2023							December 31, 2022
		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Acquired technology	2-4	$	10,134	$	(882	)	$	9,252	$	194	$	(194	)	$	—
Domain name	Indefinite		31		—			31		31		—			31
		$	10,165	$	(882	)	$	9,283	$	225	$	(194	)	$	31

Amortization expense was $688, $0 and $0 for the years ended December 31, 2023, 2022 and 2021, respectively.

The following table sets forth the remaining estimated amortization expense for intangible assets for the next five years:


For the year ending December 31,
2024	$	3,410
2025		3,037
2026		1,560
2027		1,245
2028		—
	$	9,252