8-K
filed October 24, 2023, 7:59 PM ET
ticker ULYX
CIK 0001603652
M&A
confidence high
sentiment positive
materiality 0.85
Urgent.ly Inc. (ULYX): M&A transaction — Urgently completes acquisition of Otonomo; combined entity to trade as ULY on Nasdaq
Urgent.ly Inc.
- Issued ~5.43M shares of common stock at exchange ratio 0.51756 per Otonomo share; implied combined equity ~$282M.
- Existing Urgently holders own 60.3%, Otonomo holders 39.7% of combined company on fully diluted basis.
- Combined company has >100 partnerships covering up to 70M vehicles in 26 countries with 12,000 service providers.
- Two Otonomo directors (Benjamin Volkow, Andrew Geisse) appointed to board; CEO and CFO received RSU grants.
- Amended charter and bylaws effective; S-1 registration statement declared effective by SEC.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Andrew Geisse was appointed as Class II director at Urgent.ly Inc..
- Action
- appointed
- Role
- Class II director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Benjamin Volkow was appointed as Class III director at Urgent.ly Inc..
- Action
- appointed
- Role
- Class III director
Exact text from the filing
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.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Urgent.ly Inc.: Amended and restated certificate of incorporation became effective upon filing with the Secretary of State of Delaware on October 19, 2023 (effective 2023-10-19).
- Change
- charter amendment
- Effective
- 2023-10-19
Exact text from the filing
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.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Urgent.ly Inc.: Amended and restated bylaws became effective as of the Effective Time (October 19, 2023) (effective 2023-10-19).
- Change
- bylaw amendment
- Effective
- 2023-10-19
Exact text from the filing
Additionally, the amended and restated bylaws (the “ A&R Bylaws ”) became effective as of the Effective Time.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Urgent.ly Inc. completed an acquisition involving Otonomo Technologies Ltd. for 5,427,789 shares of its common stock (closed 2023-10-19).
- Action
- acquisition
- Counterparty
- Otonomo Technologies Ltd.
- Consideration
- 5,427,789 shares of its common stock
- Closing
- 2023-10-19
Exact text from the filing
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
View on SEC.gov
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