---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-054856"
form_type: "8-K"
ticker: "ULYX"
cik: "0001603652"
company_name: "Urgent.ly Inc."
filed_at: "2023-10-24T23:59:59+00:00"
generated_at: "2026-06-09T14:12:23.292377+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Urgently completes acquisition of Otonomo; combined entity to trade as ULY on Nasdaq

## Summary
- 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.

## SEC filing metadata
- accession: 0000950170-23-054856
- form_type: 8-K
- ticker: ULYX
- cik: 0001603652
- company_name: Urgent.ly Inc.
- filed_at: 2023-10-24T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.01, 5.02, 5.03, 7.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1603652/000095017023054856/0000950170-23-054856-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1603652/000095017023054856/uly-20231018.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-054856
- JSON: https://secwatch.observer/filing/0000950170-23-054856.json
- Plain text: https://secwatch.observer/filing/0000950170-23-054856.txt

## Key facts
- Executive change
  Andrew Geisse was appointed as Class II director at Urgent.ly Inc..
  - Action: appointed
  - Role: Class II director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1603652/000095017023054856/0000950170-23-054856-index.htm
- Executive change
  Benjamin Volkow was appointed as Class III director at Urgent.ly Inc..
  - Action: appointed
  - Role: Class III director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1603652/000095017023054856/0000950170-23-054856-index.htm
- Governance Changes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1603652/000095017023054856/0000950170-23-054856-index.htm
- Governance Changes
  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
  source text: Additionally, the amended and restated bylaws (the “ A&R Bylaws ”) became effective as of the Effective Time.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1603652/000095017023054856/0000950170-23-054856-index.htm
- M&A Transactions
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1603652/000095017023054856/0000950170-23-054856-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.