United States securities and exchange commission logo
June 1, 2023
Matthew Booth
Chief Executive Officer and Director
Urgent.ly Inc.
8609 Westwood Center Drive, Suite 810
Vienna, VA 22182
Re: Urgent.ly Inc.
Registration
Statement on Form S-4
Filed May 15, 2023
File No. 333-271937
Dear Matthew Booth:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our March
10, 2023 letter.
Registration Statement on Form S-4
Unaudited Pro Forma Condensed Balance Sheet, page 189
1. The cash and cash
equivalents of $140,297K for Otonomo on the Unaudited Pro Forma
Condensed Balance Sheet
should reconcile to the cash and cash equivalents of $22,448K
as presented on your
Consolidated Balance Sheet of Otonomo on page F-39. This
comment also applies to
the pro forma purchase price allocation table that list cash
acquired as $140,643K.
Please revise.
Matthew Booth
FirstName LastNameMatthew Booth
Urgent.ly Inc.
Comapany
June 1, 2023NameUrgent.ly Inc.
June 1,
Page 2 2023 Page 2
FirstName LastName
Note 2: Calculation of Estimated Merger Consideration and Preliminary Purchase
Price
Allocation, page 191
2. You disclose that the Urgently common stock price as of December 31,
2022 was
calculated by an independent valuation specialist. Please tell us what
consideration you
gave to Question 141.02 of the Compliance and Disclosure
Interpretations: Securities
Act Sections updated on November 13, 2020.
Preliminary Purchase Price Allocation, page 192
3. Your preliminary allocation of the estimated merger consideration to
the identifiable
tangible and intangible assets acquired and liabilities assumed of
Otonomo based on
Otonomo s audited consolidated balance sheet as of December 31, 2022
resulted in a
shortfall recorded to bargain purchase gain. Tell us how you
determined the fair value of
the assets acquired and the liabilities assumed in your purchase price
allocation. We refer
you to ASC 805-30-25-4, 805-30-30-5, and 30-6. Clarify how you
estimated the fair value
of identifiable intangible assets of Otonomo. That is, tell us how you
considered that
Otonomo fully impaired their intangible assets as of December 31, 2022
and recorded
them at zero fair value. In addition, tell us and disclose how you
were able to establish
that the seller agreed to accept less than fair value and how you have
appropriately
recognized all of the assets and liabilities acquired. Refer to ASC
805-30-50-1(f)(2).
Note 3: Transaction Accounting Adjustments for Condensed Combined Balance Sheet
, page
193
4. You disclose adjustments to remove Urgently s long-term debt,
derivative liability,
warrant liability, and redeemable convertible preferred stock due to
the expected
conversion of convertible notes (and the corresponding derivative
liability) and the
exchange of the outstanding warrants, and preferred stock into common
stock
immediately before the Merger. Please confirm whether these
adjustments are a result of
provisions in the merger agreement and expand your disclosure to
discuss the terms of
such conversion. In this regard, in order to present the pro forma
impact of this
conversion, it must comply with Article 11 of Regulation S-X. We refer
you to Rule 11-
02(a)(6)(i) of Regulation S-X.
Urgently's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Key Business Metrics, page 209
5. You disclose that the number of dispatches has increased over time as
you have added
new Customer Partners, retained and expanded usage by existing
Customer Partners and
expanded complimentary product offerings. Please tell us what
consideration was given in
quantifying and discussing operating metrics or other key performance
indicators related
to renewal or retention rates and the number of new and existing
Customer Partners at the
end of each period presented. To the extent material, discuss any
known trends related to
Matthew Booth
Urgent.ly Inc.
June 1, 2023
Page 3
these measures. Refer to Item 303(a) of Regulation S-K and Section
III.B of SEC Release
No. 33-8350.
Notes to Consolidated Financial Statements
Revenue recognition, page F-12
6. We have reviewed your response to comment 15. Please revise to
disclose that your
revenue Full-service outsourcing RAS-flat rate and Full-service
outsourcing RAS-claim
cost pass-through are recognized over time.
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.
FirstName LastNameMatthew Booth Sincerely,
Comapany NameUrgent.ly Inc.
Division of
Corporation Finance
June 1, 2023 Page 3 Office of
Technology
FirstName LastName