United States securities and exchange commission logo
March 10, 2023
Matthew Booth
Chief Executive Officer and Director
Urgent.ly Inc.
8609 Westwood Center Drive, Suite 810
Vienna, VA 22182
Re: Urgent.ly Inc.
Draft Registration
Statement on Form S-4
Submitted February
14, 2023
CIK No. 0001603652
Dear Matthew Booth:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-4
Q. Who is Urgently?, page 8
1. Please balance the
disclosure by prominently disclosing Urgently's history of losses
and the going concern
language in Urgently's auditor s report.
Questions and Answers about the Merger and the Special Meeting, page 8
2. Please add a question
and answer that addresses the positive and negative factors that the
Otonomo board
considered when determining to enter into the merger and its rationale for
approving the
transaction.
Matthew Booth
FirstName LastNameMatthew Booth
Urgent.ly Inc.
Comapany
March NameUrgent.ly Inc.
10, 2023
March2 10, 2023 Page 2
Page
FirstName LastName
Q: What vote of Otonomo shareholders is required to approve the Merger Proposal
and the
M&A Retention Bonus Proposal at the Special Meeting?, page 15
3. Please quantify the percentage of Otonomo shares owned by stockholders
who have
already agreed to vote to approve each of the proposals at the special
meeting. In addition,
please clarify the percentage of the remaining shares required to
approve each of the
proposals.
The Merger
Opinion of Duff & Phelps to the Otonomo Board, page 114
4. We note the disclosure that the opinion was furnished for the use and
benefit of the
Otonomo Board in connection with their consideration of the Merger and
was not
intended to, and does not, confer any rights or remedies upon any
other person, and was
not intended to be used, and may not be used, by any other person or
for any other
purpose, without Duff & Phelps express consent. Please also refer
to similar language
contained in the fairness opinion. This disclosure suggests that
shareholders may
not consider or rely on the information in the opinion. Please delete
the limitation or
revise the opinion to include an express consent for reliance by Duff
& Phelps.
Certain Unaudited Forecasted Financial Information
Urgently Management Assumptions with respect to Urgently, page 126
5. We note your disclosure that the financial projections are based on
various assumptions.
Please expand to disclose whether the projections are in line with
historic operating
trends. Address why the change in trends is appropriate or assumptions
are reasonable.
Clearly describe the basis for projecting this growth and the factors
or contingencies that
would affect such growth ultimately materializing.
Our Facilities, page 165
6. Please file Urgently's material leases as exhibits to the registration
statement. Refer to
Item 601(b)(10) of Regulation S-K.
Overview, page 169
7. We note your disclosure that you had more than 50 Customer Partners
and more than
80,000 participating Service Provider vehicles in your network as of
December 31, 2022.
Please disclose the actual number of your Customer Partners and
Service Providers as of
December 31, 2022 and provide comparative data for the year ended
December 31, 2021.
Urgently's Management Discussion and Analysis of Financial Condition and
Results of
Operations, page 169
8. Please tell us whether Urgently's management uses any key metrics to
monitor or evaluate
the key factors that affect the company's performance or manage its
business. If Urgently
Matthew Booth
Urgent.ly Inc.
March 10, 2023
Page 3
does use any key metrics, please tell us your consideration of
disclosing these measures
for each of the periods presented. Refer to SEC Release No. 33-10751.
Components of Results of Operations, page 172
9. Please describe in details the expenses classified as "Operations and
support". Clearly
explain why each material expense component is not a cost of revenue.
Material U.S. Federal Income Tax Considerations
U.S. Federal Income Tax Consequences of the Merger to U.S. Holders
General Treatment of the Merger, page 186
10. We note that the parties intend the merger to qualify as a
reorganization under Section
368(a) of the Tax Code but that they have not sought, and do not
intend to seek, an
opinion of counsel. As the tax-free nature of the transaction is
material to investors,
please revise your disclosure to provide counsel's opinion. Refer to
Item 601(b)(8) of
Regulation S-K. To the extent the opinion is subject to uncertainty,
counsel may provide a
"should' or "more likely than not" opinion and explain why a "will"
opinion cannot be
given and describe the degree of uncertainty. For guidance, please
refer to Section III of
Staff Legal Bulletin No. 19.
Management Following the Merger
Executive Officers and Directors, page 217
11. We note Mr. Volkow is expected to be a director of the combined
company but is not a
signatory to the registration statement. Please file a consent from
Mr. Volkow to be
named as a director. Refer to Rule 438 of the Securities Act of 1933.
Certain Relationships and Related Party Transactions
Commercial Transactions, page 229
12. Please file Urgently's Investors Rights Agreement and its agreements
with Enterprise
Holdings Ventures, L.L.C., a related party, as exhibits, or advise why
this is not required.
Refer to Item 601(b)(10) of Regulation S-K.
Where You Can Find More Information; Incorporation by Reference, page 235
13. It does not appear that Otonomo satisfies the requirements of General
Instruction C.1.a of Form S-4 and General Instruction 1.B.1 of Form S-3,
which would
FirstName LastNameMatthew Booth
allow you to incorporate certain required information by reference.
Please advise us why
Comapany NameUrgent.ly
Otonomo Inc.
is eligible to incorporate by reference or revise your filing
to include the
March required
10, 2023 information
Page 3 in accordance with Item 17 of Form S-4.
FirstName LastName
Matthew Booth
FirstName LastNameMatthew Booth
Urgent.ly Inc.
Comapany
March NameUrgent.ly Inc.
10, 2023
March4 10, 2023 Page 4
Page
FirstName LastName
Notes to Consolidated Financial Statements
Revenue recognition, page F-12
14. Please provide us with your analysis of the principal versus agent
considerations for the
revenue related to (i) full-service outsourcing RAS-flat rate and (ii)
full-service
outsourcing RAS-claim cost pass-through. Clarify why the different fee
structures is
resulting in a different accounting conclusion. Provide a
representative agreement with
the service providers under both arrangements. Indicate whether a
service provider can
decline a request to service a consumer. Tell us whether a service
provider works
exclusively for you. Clarify whether the Service Provider, Partner
Customers,
or Motorists is your customer. Refer to ASC 606-10-55-36 through
55-40.
15. Please revise your disclosures to describe the promises that combined
into your stand-
ready obligation (i.e. primary obligation) for both arrangements.
Please provide an
accounting analysis for each ASC 606 step supporting your accounting
policy for each
arrangement. Ensure you discuss how you determine transaction price
and measure
revenue recognized.
Subsequent events, page F-31
16. Please revise to disclose the date through which you evaluated
subsequent events. Refer to
ASC 855-10-50-1(a).
You may contact Amanda Kim, Senior Staff Accountant, at (202) 551-3241
or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Larry Spirgel, Office Chief, at (202)
551-3815 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology