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PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated October 19, 2023) | Filed Pursuant to Rule 424(b)(3) Registration No. 333-273463 |
4,972,559 Shares of Common Stock
This prospectus supplement supplements the prospectus, dated October 19, 2023 (as amended, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-273463). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on October 24, 2023 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the resale from time to time by the selling securityholders named in the Prospectus (or their permitted transferees) (the “Selling Securityholders”), of up to 4,972,559 shares of our common stock, par value $0.001 per share (“Common Stock”), consisting of up to (i) 1,745,367 shares of Common Stock (inclusive of 1,118,072 shares of Common Stock to be issued upon the automatic exercise of warrants at the Closing (as defined in the Prospectus)), (ii) 668,369 shares of Common Stock issuable upon the conversion of warrants expected to be outstanding at Closing and (iii) 2,558,823 shares of Common Stock issuable to holders of 2022 Convertible Notes (as defined in the Prospectus) and 2023 Convertible Notes (as defined in the Prospectus).
Our Common Stock is currently listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “ULY”. On October 30, 2023, the last reported sale price of our Common Stock was $3.71 per share.
This prospectus supplement should be read in conjunction with the Prospectus and is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement is qualified by reference to the Prospectus, including any amendments or supplements thereto, except to the extent that the information in this prospectus supplement updates and supersedes the information contained therein. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements.
Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in the section titled “Risk Factors” beginning on page 9 of the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is October 30, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K |
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 18, 2023
|
URGENT.LY INC.
|
(Exact name of registrant, as specified in its charter)
Delaware |
| 001-41841 |
| 46-2848640 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification Number) |
8609 Westwood Center Drive, Suite 810
Vienna, VA 22182
(Address of principal executive
offices)
Registrant's telephone number, including area code: (571) 350-3600
Former name or address, if changed since last report: Not Applicable.
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Common stock, par value $0.001 per share |
| ULY |
| NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Investors’ Rights Agreement
On October 18, 2023, in connection with the closing of the Merger (as defined in Item 2.01 of this Current Report on Form 8-K), Urgent.ly Inc. (the “Company”) and certain investors (the “Investors”) entered into the Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights Agreement”), which superseded and replaced the investors’ rights agreement between the Company and the Investors.
The Investors’ Rights Agreement provides, among other things, that subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, (1) at any time after 180 days following the closing of the Merger, Investors holding at least 40% of the Registrable Securities (as defined in the Investors’ Rights Agreement) then outstanding can request that the Company file a Form S-1 registration statement to register the offer and sale of their Registrable Securities and (2) at any time when the Company is eligible to file a registration statement on Form S-3, Investors holding at least 25% of the Registrable Securities then outstanding can request the Company register the offer and sale of their Registrable Securities on a registration statement on Form S-3. The Investors’ Rights Agreement also provides the Investors with “piggy-back” registration rights, subject to certain requirements and customary conditions.
The foregoing description of the Investors’ Rights Agreement is qualified in its entirety by the full text of the Investors’ Rights Agreement, which is included as Exhibit 4.1 and is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
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”), 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 5,427,789 shares of its common stock, par value $0.001 per share (the “Common Stock”), to former Otonomo shareholders, based on an exchange ratio of 0.51756 shares of Common Stock for each Otonomo ordinary share (excluding shares owned by Otonomo subsidiaries and shares to be canceled pursuant to the Merger Agreement) (the “Exchange Ratio”).
In addition, each outstanding restricted share unit award relating to Otonomo ordinary shares (an “Otonomo RSU”) granted under Otonomo’s 2021 Equity Incentive Plan (the “Otonomo Plan”) was assumed by the Company on the same terms and conditions as applied to the Otonomo RSU award immediately prior to the Effective Time and settled into a number of shares of Common Stock equal to the product obtained by multiplying (i) the number of Otonomo ordinary shares subject to the Otonomo RSU award immediately prior to the Effective Time by (ii) the Exchange Ratio. Such assumed Otonomo RSUs continue to be governed by the terms and conditions of the Otonomo Plan. Upon the closing of the Merger, the Company assumed the Otonomo Plan.
Immediately following the Merger, the Company’s existing securityholders owned 60.3% of the combined company on a fully diluted basis and Otonomo’s securityholders owned approximately 39.7% of the combined company.
The shares of the Common Stock issued to the shareholders of Otonomo were registered on the Company’s Registration Statement on Form S-4, as amended (the “S-4 Registration Statement”), that was declared effective by the Securities and Exchange Commission (“SEC”) on September 8, 2023.
The foregoing description of the Merger Agreement herein does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s periodic report on Form 10-Q filed by the Company on October 18, 2023, and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Board Members
Pursuant to the Merger Agreement, as of the Effective Time, the Company’s board of directors (the “Board”) was fixed at seven members consisting of the existing Board immediately prior to the Effective Time, Matthew Booth, Gina Domanig, Suzie Doran, James M. Micali and Ryan Pollock, and two members designated by Otonomo, including Benjamin Volkow and Andrew Geisse, each of whom were members of Otonomo’s board of directors immediately prior to the Effective Time.
Following the Merger, the classes of the Board are as follows:
Appointment of Andrew Geisse
On October 13, 2023, Andrew Geisse was appointed to the Board, effective October 19, 2023, to serve as a Class II director with a term of office expiring at the Company’s annual meeting of stockholders to be held in 2025. The Board determined that Mr. Geisse meets the requirements for independence under the applicable listing standards of the Nasdaq Stock Market LLC and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Concurrent with his appointment to the Board, Mr. Geisse was appointed to serve as a member of the audit committee of the Board.
Mr. Geisse has been an Operating Partner of Bessemer Venture Partners, a venture capital firm, since 2015 and has over 40 years of experience working in the technology industry. Mr. Geisse is the former CEO of AT&T Business Solutions and the former CIO of AT&T, Inc. Mr. Geisse has served as a member of the board of directors of RM2, a smart, reusable pallet company, since 2018. Mr. Geisse served as a member of the board of directors of Otonomo Technologies Ltd. from 2016 until its acquisition by Urgent.ly Inc. in October 2023, and as a member of the board of directors of BroadSoft, a Nasdaq-listed company, from 2015 until its acquisition by Cisco Systems, Inc. in 2018. Mr. Geisse also previously served on the board of directors of FixStream, an artificial intelligence platform for information technology operations, and iSight Partners, a cybersecurity company. Mr. Geisse holds a Bachelor of Arts in Mathematics and Economics from the University of Missouri and an executive MBA from the Olin School of Business at Washington University.
Appointment of Benjamin Volkow
On September 22, 2023, Benjamin Volkow was appointed to the Board, effective October 19, 2023, to serve as a Class III director with a term of office expiring at the Company’s annual meeting of stockholders to be held in 2026. The Board determined that Mr. Volkow meets the requirements for independence under the applicable listing standards of the Nasdaq Stock Market LLC and the Exchange Act.
Mr. Volkow founded Otonomo Technologies Ltd. in 2015 and served as its Chief Executive Officer from 2015 to 2023. From 2012 to 2015, Mr. Volkow served as a Business Unit General Manager at F5 Networks, which he joined after the acquisition of Traffix Communication Systems Ltd., where he was Co-Founder and CEO from 2006 to 2012. As the founder and CEO of Traffix, Mr. Volkow built a multi-million dollar global business. From 2003 to 2005, Mr. Volkow managed R&D groups in Sendo (UK), which provided advanced mobile data solutions. From 2001 to 2003, Mr. Volkow filled various roles at Panasonic Mobile Communications (UK), which included building their first European market products. Mr. Volkow was the Co-founder of VC-backed Sedona Networks, a provider of advanced network solutions. Mr. Volkow studied Computer Science at the Academic College of Tel Aviv-Yaffo.
In accordance with the Company’s Outside Director Compensation Policy (the “Director Compensation Policy”), Messrs. Geisse and Volkow are eligible to participate in the Company’s standard compensation arrangements for non-employee directors which consists of cash and equity compensation for service on the Board. Pursuant to the Director Compensation Policy, Messrs. Geisse and Volkow are entitled to $50,000 in annual cash compensation for service on the Board with additional cash compensation payable for committee service. In addition, Messrs. Geisse and Volkow were granted equity awards consistent with the terms of the Director Compensation Policy.
There are no arrangements or understandings between Messrs. Geisse or Volkow and any other persons pursuant to which Messrs. Geisse or Volkow were appointed director of the Company, and there are no family relationships between Messrs. Geisse or Volkow and any other director or executive officer of the Company.
The Company has entered into its standard form of indemnification agreement with Messrs. Geisse and Volkow, a copy of which is filed as Exhibit 10.5 to the S-4 Registration Statement. Other than the indemnification agreement, each of Messrs. Geisse and Mr. Volkow do not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Exchange Act, nor are any such transactions currently proposed.
Executive Grants
Effective October 19, 2023, the Company’s named executive officers were granted awards of RSUs covering shares of Common Stock under the 2023 Equity Incentive Plan (the “2023 Plan”). Matthew Booth, the Company’s Chief Executive Officer, received an award of 76,976 RSUs and Timothy C. Huffmyer, the Company’s Chief Financial Officer, received an award of 76,975 RSUs. 100% of the shares underlying the RSU award will vest on November 17, 2023, subject to each named executive officer’s continued status as a service provider through such date. Additionally, Mr. Booth received a second award of 130,200 RSUs and Mr. Huffmyer received a second award of 130,200 RSUs. One-third of the shares underlying the second RSU award will vest on February 20, 2024, and each of the first two anniversaries thereof, subject to each named executive officer’s continued status as a service provider through such date. Finally, Mr. Booth received a third award of 6,554 RSUs and Mr. Huffmyer received a third award of 4,999 RSUs. 100% of the shares underlying the third RSU award will vest on November 17, 2023, subject to each named executive officer’s continued status as a service provider through such date.
A summary of the terms of the 2023 Plan is set forth in the final prospectus filed by the Company with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on October 19, 2023 in the section titled “Executive Compensation—Employee Benefit and Stock Plans—2023 Equity Incentive Plan”.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the consummation of the Merger, the amended and restated certificate of incorporation (the “A&R Certificate of Incorporation”) became effective upon filing with the Secretary of State of the State of Delaware on October 19, 2023. Additionally, the amended and restated bylaws (the “A&R Bylaws”) became effective as of the Effective Time.
Copies of the A&R Certificate of Incorporation and the A&R Bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
The Company intends to announce material information to the public through filings with the SEC, the investor relations page on its website, at www.geturgently.com, press releases, public conference calls and webcasts. The Company intends to use these channels, as well as social media, to communicate with its customers and the public in general about the Company, its platform and other issues, and the information disclosed by the foregoing channels could be deemed to be material information. As such, the Company encourages investors, the media and others to follow the channels listed above and to review the information disclosed through such channels. Any updates to the list of disclosure channels through which the Company will announce information will be posted on the investor relations page on its website.
Item 8.01 Other Events.
On October 18, 2023, the Company issued a press release announcing the anticipated closing of the Merger. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.
On October 19, 2023, the Company issued a press release announcing the closing of the Merger. A copy of the press release is filed herewith as Exhibit 99.2 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits. |
3.1 | Amended and Restated Certificate of Incorporation of Urgent.ly Inc., as currently in effect. | |
3.2 | ||
4.1† | Amended and Restated Investors’ Rights Agreement by and among Urgent.ly Inc. and certain of its stockholders, dated October 18, 2023. | |
99.1 | Press release, dated October 18, 2023. | |
99.2 | Press release, dated October 19, 2023. | |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
† | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: October 24, 2023
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URGENT.LY INC. | ||
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By: | /s/ Timothy C. Huffmyer | |
| Timothy C. Huffmyer | |
| Chief Financial Officer |
Exhibit 3.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
URGENT.LY INC.
a Delaware corporation
Urgent.ly Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), does hereby certify as follows:
The name of the Company is Urgent.ly Inc.
The address of the Company’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.
The nature of the business or purposes to be conducted or promoted by the Company is to engage in any lawful act or activity for which corporations may be organized under the DGCL.
Meetings of stockholders may be held within or outside of the State of Delaware, as the Bylaws may provide. The books of the Company may be kept (subject to any provision of applicable law) outside of the State of Delaware at such place or places or in such manner or manners as may be designated from time to time by the Board of Directors or in the Bylaws of the Company.
The Company reserves the right to amend or repeal any provision contained in this Amended and Restated Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation; provided, however, that notwithstanding any other provision of this Amended and Restated Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote, but in addition to the vote of any holders of any class or series of the stock of the Company required by law or by this Amended and Restated Certificate of Incorporation, the Board of Directors acting pursuant to a resolution adopted by a majority of
the Whole Board and the affirmative vote of 66 2/3% of the voting power of the then outstanding voting securities of the Company entitled to vote thereon, voting together as a single class, shall be required for the amendment, repeal or modification of the provisions of Section 3 of ARTICLE IV, Section 2 of ARTICLE V, Section 1 of ARTICLE VI, Section 2 of ARTICLE VI, Section 5 of ARTICLE VII, Section 1 of ARTICLE VIII, Section 2 of ARTICLE VIII, Section 3 of ARTICLE VIII, or this ARTICLE XI of this Amended and Restated Certificate of Incorporation.
IN WITNESS WHEREOF, Urgent.ly Inc. has caused this Amended and Restated Certificate of Incorporation to be signed by the Chief Executive Officer of the Company on this 19th day of October 2023.
By: /s/ Matthew Booth
Matthew Booth
Chief Executive Officer
Exhibit 4.1
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of October 18, 2023 by and among Urgent.ly Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
RECITALS
NOW, THEREFORE, the parties hereby agree as follows:
In addition, the Company shall ensure that, at all times after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, its insider trading policy shall provide that the Company’s directors may implement a trading program under Rule 10b5-1 of the Exchange Act.
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.
THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.
The Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Subsection 2.12.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.
COMPANY:
URGENT.LY INC.
By: /s/ Timothy Huffmyer
Name: Timothy Huffmyer
Title: Chief Financial Officer
Address: 8609 Westwood Center Drive Suite 810
Vienna, Virginia 22182
Signature Page to Amended and Restated Investors’ Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.
INVESTOR:
BMW IVENTURES SCS, SICAV-RAIF
Duly represented by BMW iVentures, Inc.
Itself duly represented by Michael Hammer and Kasper Sage
By: /s/ Michael Hammer
Name: Michael Hammer
Title: Chief Financial Officer
By: /s/ Kasper Sage
Name: Kasper Sage
Title: Partner
Signature Page to Amended and Restated Investors’ Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.
INVESTOR:
EMERALD INDUSTRIAL INNOVATION FUND L.P.
By: EIIF Management L.P.
Its: General Partner
By: Emerald Partners III Ltd.
Its: General Partner
By: /s/ Karen Haith
Name: Karen Haith
Title: Director
Signature Page to Amended and Restated Investors’ Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.
INVESTOR:
ENTERPRISE HOLDINGS VENTURES, L.L.C.
By: /s/ Robert Wetzel
Name: Robert Wetzel
Title: Vice President
Signature Page to Amended and Restated Investors’ Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.
INVESTOR:
IRON GATE URGENTLY LLC
By: /s/ Ryan Pollock
Name: Ryan Pollock
Title: Managing Director
Signature Page to Amended and Restated Investors’ Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.
INVESTOR:
PORSCHE INVESTMENTS MANAGEMENT S.A.
By: /s/ Dr. Ulrich Thiem
Name: Dr. Ulrich Thiem
Title: Managing Director
Ulrich.thiem@porsche.de
By: /s/ Gregor Koerdt
Name: Gregor Koerdt
Title: Managing Director
gregor.koerdt@porsche-im.lu
Signature Page to Amended and Restated Investors’ Rights Agreement
Exhibit 99.1
URGENTLY ANNOUNCES ANTICIPATED CLOSING OF MERGER WITH OTONOMO TECHNOLOGIES
Anticipated closing of all-stock transaction on Thursday, October 19
Urgently common stock expected to begin trading on Nasdaq under symbol “ULY” at close
VIENNA, Va. – October 18, 2023 – Urgent.ly Inc. (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, today announced that, subject to the completion or waiver of customary closing conditions, the Closing of the Merger (as defined below) is expected to take place prior to the market open on Thursday, October 19, 2023. Capitalized terms used in this press release but not otherwise defined herein have the meanings given to them in the Merger Agreement (as defined below).
In accordance with the terms of the Agreement and Plan of Merger, dated February 9, 2023, among Urgently, Otonomo Technologies Ltd. (Nasdaq: OTMO) (“Otonomo”) and U.O Odyssey Merger Sub Ltd (“Merger Sub”) (the “Merger Agreement”), pursuant to which, among other things, Merger Sub will merge with and into Otonomo, with Otonomo surviving as a direct wholly owned subsidiary of Urgently (the “Merger”), the exchange ratio has been determined to be 0.51756 shares of Urgently common stock per Otonomo ordinary share (the “Exchange Ratio”), which reflects an implied equity valuation of approximately $282 million on a combined company basis. Urgently believes that based on the terms of the Merger Agreement and Urgently’s convertible securities, the implied price for Urgently’s common stock immediately prior to Closing would be $21.18 per share.
Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the Closing, (1) the outstanding Otonomo ordinary shares (excluding shares owned by Otonomo subsidiaries and shares to be canceled pursuant to the terms of the Merger Agreement) will be transferred to Urgently and the rights of the holders thereof will automatically convert into and represent the right to receive 5,427,789 shares of Urgently common stock, par value $0.001 per share, with each holder’s shares rounded to the nearest whole number (with 0.5 shares being rounded up), and (2) each outstanding restricted share unit award relating to Otonomo ordinary shares (an “Otonomo RSU”) will be assumed by Urgently on the same terms and conditions as applied to the Otonomo RSU Award immediately prior to the Effective Time and will settle into a number of shares of Urgently common stock equal to the product obtained by multiplying (i) the number of Otonomo ordinary shares subject to the Otonomo RSU Award immediately prior to the Effective Time by (ii) the Exchange Ratio.
Upon Closing, on a fully diluted basis and using the Exchange Ratio in accordance with the Merger Agreement, Urgently’s existing stockholders will own, in the aggregate, approximately 60.3% of the combined company and Otonomo’s shareholders will own, in the aggregate, approximately 39.7%, of the combined company.
In connection with Closing, Otonomo ordinary shares are expected to cease trading following market close on Wednesday, October 18. Immediately following the Closing, shares of Urgently common stock are expected to begin trading on The Nasdaq Stock Market LLC under the ticker symbol “ULY.”
All investor materials can be found at geturgently.com/investors.
About Urgently
Urgently keeps vehicles and people moving by delivering safe, innovative, and exceptional mobility assistance experiences. The company’s digitally native software platform combines location-based services, real-time data, AI and machine-to-machine communication to power roadside assistance solutions for leading brands across automotive, insurance, telematics and other transportation-focused verticals. Urgently fulfills the demand for connected roadside assistance services, enabling its partners to deliver exceptional user experiences that drive high customer satisfaction and loyalty, by delivering innovative, transparent and
exceptional connected mobility assistance experiences on a global scale. For more information, visit www.geturgently.com.
For media and investment inquiries, please contact:
Press
media@geturgently.com
Investor Relations
investorrelations@geturgently.com
Forward Looking Statements
This release contains forward-looking statements within the meaning of the federal securities laws. Such statements are based upon current plans, estimates and expectations of management of Otonomo and Urgently for the combined company in light of historical results and trends, current conditions and potential future developments, and are subject to various risks and uncertainties that could cause actual results to differ materially from such statements. The inclusion of forward-looking statements should not be regarded as a representation that such plans, estimates and expectations will be achieved. Words such as “anticipate,” “expect,” “project,” “intend,” “believe,” “may,” “will,” “should,” “plan,” “could,” “continue,” “target,” “contemplate,” “estimate,” “forecast,” “guidance,” “predict,” “possible,” “potential,” “pursue,” “likely,” and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements. All statements, other than historical facts, including statements regarding the expected timing of the closing of the proposed transaction; the ability of the parties to complete the proposed transaction considering the various closing conditions; the expected benefits of the proposed transaction; the competitive ability and position of the combined company; and any assumptions underlying any of the foregoing, are forward-looking statements. Important factors that could cause actual results to differ materially from Otonomo’s and Urgently’s plans, estimates or expectations could include, but are not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect Otonomo’s and Urgently’s businesses and the price of Otonomo’s traded securities; (ii) uncertainties as to the timing of the consummation of the proposed transaction and the potential failure to satisfy the conditions to the consummation of the proposed transaction, including obtaining shareholder approvals; (iii) the proposed transaction may involve unexpected costs, liabilities or delays; (iv) estimates and expectations regarding the implied equity valuation of the combined company and the implied price per share of Urgently common stock; (v) the effect of the announcement, pendency or completion of the proposed transaction on the ability of Otonomo or Urgently to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom Otonomo or Urgently does business, or on Otonomo’s or Urgently’s operating results and business generally; (vi) Otonomo’s or Urgently’s respective businesses may suffer as a result of uncertainty surrounding the proposed transaction and disruption of management’s attention due to the proposed transaction; (vii) the outcome of any legal proceedings related to the proposed transaction or otherwise, or the impact of the proposed transaction thereupon; (viii) Otonomo or Urgently may be adversely affected by other economic, business, and/or competitive factors; (ix) the impact of the COVID-19 pandemic and general economic conditions on the respective businesses of Otonomo and Urgently; (x) the impact on Otonomo’s business of the recent terrorist attack and the subsequent declaration of war by the Israeli government against the Hamas terrorist organization; (xi) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement and the proposed transaction; (xii) restrictions during the pendency of the proposed transaction that may impact Otonomo’s or Urgently’s ability to pursue certain business opportunities or strategic transactions; (xiii) the risk that Otonomo or Urgently may be unable to obtain governmental and regulatory approvals required for the proposed transaction, or that required governmental and regulatory approvals may delay the consummation of the proposed transaction or result in the imposition of conditions that could reduce the anticipated benefits from the proposed transaction or cause the parties to abandon the proposed transaction; (xiv) risks that the anticipated benefits of the proposed transaction or other commercial opportunities may otherwise not be fully realized or may take longer to realize than expected; (xv) the impact of legislative, regulatory, economic, competitive and technological changes; (xvi) the risk that integration of the Otonomo and Urgently post-closing may not occur as anticipated or the combined company may not be able to achieve the growth prospects and synergies expected from the transaction, as well as the risk of potential delays, challenges and expenses associated with integrating the
combined company’s existing businesses; (xvii) exposure to inflation, currency rate and interest rate fluctuations and risks associated with doing business locally and internationally; (xviii) the impact of the COVID-19 pandemic on Otonomo’s and Urgently’s business and general economic conditions; and (xix) the unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Otonomo’s and Urgently’s response to any of the aforementioned factors. Additional factors that may affect the future results of Urgently are set forth in its filings with the United States Securities and Exchange Commission (the “SEC”), including Urgently’s registration statement on Form S-4, as amended, and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. See in particular the section entitled “Risk Factors” in Urgently’s registration statement on Form S-4. Additional factors that may affect the future results of Otonomo are set forth in its filings with the SEC, including Otonomo’s most recently filed Annual Report on Form 20-F, Current Reports on Form 6-K, and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. See in particular Item 3D of Otonomo’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021 under the heading “Risk Factors.” The risks and uncertainties described above and in the SEC filings cited above are not exclusive and further information concerning Otonomo and Urgently and their respective businesses, including factors that potentially could materially affect their respective businesses, financial conditions or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements. Readers should also carefully review the risk factors described in other documents that Otonomo and Urgently file from time to time with the SEC. The forward-looking statements in this release speak only as of the date of this release. Except as required by law, Otonomo and Urgently assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
Exhibit 99.2
URGENTLY ANNOUNCES SUCCESSFUL CLOSING OF MERGER WITH OTONOMO TECHNOLOGIES & EFFECTIVENESS OF S-1 REGISTRATION STATEMENT
Combination creates new generation mobility services company with more than 100 partnership agreements covering up to 70 million vehicles in 26 countries
VIENNA, Va. – October 19, 2023 – Urgent.ly, Inc. (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, today announced the closing of its acquisition of Otonomo Technologies Ltd. (“Otonomo”). In addition, Urgently’s registration statement on Form S-1 (the “Registration Statement”) has been declared effective by the U.S. Securities and Exchange Commission (the “SEC”). Urgently anticipates its common stock will begin trading with Nasdaq under the ticker symbol “ULY” later today.
“I am thrilled to announce the completion of this transaction, which further strengthens Urgently’s unique market position as a leading roadside assistance software provider,” said Matt Booth, CEO of Urgently. “This acquisition is the result of the outstanding contributions of our employees and the support of our powerful ecosystem of Customer-Partners and Service Provider professionals. We are committed to leading the transformation to connected mobility and we look forward to continuing to improve proactive and preventative customer experiences.”
Operational Highlights, Urgently and Otonomo Together:
Urgently intends to transform the current reactive roadside experience while expanding its number of Customer Partners, increase wallet share by cross-selling products and services across its portfolio of customers, expand business-to-business-to-consumer subscription offerings, as well as expand its geographical reach.
With over 1.7 billion connected vehicles expected to be on the road in the next decade (Ptolemus Consulting, May 2022), Urgently is uniquely positioned to cater to ever-evolving technologies and lead the transformation
to connected mobility, creating safe, customer-centric assistance services for automotive OEMs, insurance, rental and fleet partners and their customers.
The Registration Statement has been filed with the Securities and Exchange Commission and became effective today. The offering is made only by means of a prospectus, copies of which are available at www.sec.gov, Copies of the final prospectus, when available, related to the offering will be available at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
About Urgently
Urgently keeps vehicles and people moving by delivering safe, innovative, and exceptional mobility assistance experiences. The company’s digitally native software platform combines location-based services, real-time data, AI and machine-to-machine communication to power roadside assistance solutions for leading brands across automotive, insurance, telematics and other transportation-focused verticals. Urgently fulfills the demand for connected roadside assistance services, enabling its partners to deliver exceptional user experiences that drive high customer satisfaction and loyalty, by delivering innovative, transparent and exceptional connected mobility assistance experiences on a global scale. For more information, visit www.geturgently.com.
For media and investment inquiries, please contact:
Press: media@geturgently.com
Investor Relations: investorrelations@geturgently.com
Forward Looking Statements
This release contains forward-looking statements within the meaning of the federal securities laws. Such statements are based upon current plans, estimates and expectations of management of Urgently in light of historical results and trends, current conditions and potential future developments, and are subject to various risks and uncertainties that could cause actual results to differ materially from such statements. The inclusion of forward-looking statements should not be regarded as a representation that such plans, estimates and expectations will be achieved. Words such as “anticipate,” “expect,” “project,” “intend,” “believe,” “may,” “will,” “should,” “plan,” “could,” “continue,” “target,” “contemplate,” “estimate,” “forecast,” “guidance,” “predict,” “possible,” “potential,” “pursue,” “likely,” and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements. All statements, other than historical facts, including statements regarding the expected benefits of the transaction; the competitive ability and position of the combined company; and any assumptions underlying any of the foregoing, are forward-looking statements. Important factors that could cause actual results to differ materially Urgently’s plans, estimates or expectations could include, but are not limited to: (i) the outcome of any legal proceedings related to the transaction or otherwise, or the impact of the transaction thereupon; (ii) Urgently may be adversely affected by other economic, business, and/or competitive factors; (iii) risks that the anticipated benefits of the transaction or other commercial opportunities may otherwise not be fully realized or may take longer to realize than expected; (iv) the impact of legislative, regulatory, economic, competitive and technological changes; (v) the risk that integration of the Otonomo and Urgently post-closing may not occur as anticipated or the combined company may not be able to achieve the growth prospects and synergies expected from the transaction, as well as the risk of potential delays, challenges and expenses associated with integrating the combined company’s existing businesses; (vi) exposure to inflation, currency rate and interest rate fluctuations and risks associated with doing business locally and internationally; and (vii) the unpredictability and severity of
catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Urgently’s response to any of the aforementioned factors. Additional factors that may affect the future results of Urgently are set forth in its filings with the United States Securities and Exchange Commission (the “SEC”), including Urgently’s registration statements on Form S-4 and Form S-1, each as amended, and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. See in particular the section entitled “Risk Factors” in Urgently’s registration statements on Form S-4 and Form S-1. The risks and uncertainties described above and in the SEC filings cited above are not exclusive and further information concerning Urgently and its business, including factors that potentially could materially affect its business, financial conditions or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements. Readers should also carefully review the risk factors described in other documents that Urgently files from time to time with the SEC. The forward-looking statements in this release speak only as of the date of this release. Except as required by law, Urgently assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.