アージェントリーの四半期報告

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission File Number: 001-41841

URGENT.LY INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	46-2848640
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
44927 George Washington Blvd, Suite 265, Office 209 Ashburn, VA	20147
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (571) 350-3600

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 11, 2025, the registrant had 1,395,526 shares of common stock, $0.001 par value per share, outstanding.

Table of Contents


		Page

PART I.	FINANCIAL INFORMATION

Item 1.	Unaudited Condensed Consolidated Balance Sheets	1
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss	2
	Unaudited Condensed Consolidated Statements of Stockholders’ Deficit	3
	Unaudited Condensed Consolidated Statements of Cash Flows	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26

PART II.	OTHER INFORMATION	28

Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	29
Signatures		31

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains or may contain “forward-looking statements” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”), which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. Forward-looking terms such as “may,” “will,” “could,” “should,” “would,” “plan,” “potential,” “intend,” “anticipate,” “project,” “predict,” “target,” “believe,” “continue,” “estimate” or “expect” or the negative of these words or other words, terms and phrases of similar nature are often intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements contained in this Quarterly Report on Form 10-Q include statements related to:

•

our ability to acquire and retain new enterprise customers (our “Customer Partners”), and to do so in a cost-effective manner;

•

our competitive position in the mobility assistance industry and our ability to maintain and grow our market position against current and future competitors;

•

technological advances in, and the impact of artificial intelligence (“AI”) on, the mobility assistance industry;

•

our history of losses and expectations regarding operating losses for the foreseeable future;

•

our need for additional capital, and the availability of such additional capital on acceptable terms or at all;

•

our substantial dependence on a limited number of Customer Partners;

•

our failure or the failure of our third-party service providers to protect our website, networks and systems against cybersecurity incidents, or otherwise to protect our confidential information or that of the vehicle owners and operators who are the end users of our platform (our “Consumers”), Customer Partners and the mobile repair, towing and maintenance service professionals participating on our platform (our “Service Providers”);

•

our reliance on Amazon Web Services to deliver our platform to Consumers;

•

Customer Partners’ willingness to renew their service contracts with us;

•

Customer Partners’ willingness to expand their use of our platform beyond their current roadside solutions;

•

optimizing and operating our network of Service Providers;

•

our ability to continue as a going concern;

•

our ability to develop and maintain an effective system of internal controls and procedures and accurately report our financial results in a timely manner;

•

the sustainability of our growth rates and future growth;

•

our ability to address the service requirements of current and future Consumers;

•

our expansion into new roadside assistance solutions, Customer Partners and Service Providers, technologies and geographic regions;

•

expectations regarding our future prospects in light of our limited operating history and evolving business model;

•

the length and variability of our sales cycle with regard to Customer Partners;

•

our expectations regarding our pricing model for our platform’s offerings;

•

our ability or the ability of Service Providers to meet labor needs;

•

adverse economic conditions or reduced automotive usage;

•

our ability to hire and retain highly skilled and key personnel;

•

our ability to accurately forecast demand for mobility assistance services and appropriately plan our expenses in the future;

•

expectations regarding the impact of weather events, natural disasters and other events beyond our control on our business;

•

our ability to comply with the terms of our existing debt obligations and any new debt obligations; our history of defaulting on certain financial, reporting and other covenants under our outstanding loan agreements and our ability to obtain compliance waivers with respect to such covenant defaults in the future;

•

our ability to refinance our existing debt facilities or enter into a new debt facility;

•

our ability to reduce our operating expenses and, in the long term, bring operating expense fluctuations into alignment with targeted investments in growth;

•

our reliance on unpatented proprietary technology, trade secrets, processes and know-how;

•

our ability to protect our intellectual property rights;

•

our ability to comply with laws and regulations relating to privacy, data protection, cybersecurity, advertising, and consumer protection;

•

our expectations regarding the time during which we will be an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”);

•

our ability to maintain the listing of our common stock on the Nasdaq Stock Market LLC (“Nasdaq”); and

•

our anticipated use of proceeds from the ATM Program (as defined below), if any.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcomes of the events described in these forward-looking statements are subject to risks, uncertainties, and other factors, including those described in the section titled “Risk Factors” in this Quarterly Report on Form 10-Q, in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2025, as amended by our Annual Report on Form 10-K/A filed with the SEC on April 17, 2025 (as amended, the “Annual Report”) and in other filings we may make from time to time with the SEC. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

iii

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

URGENT.LY INC.

Condensed Consolidated Balance Sheets

(in thousands, except share and par value data)

(unaudited)


	June 30, 2025			December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	4,705		$	14,054
Restricted cash		125			125
Accounts receivable, net of allowance for expected losses of $839 and $747 in 2025 and 2024, respectively		19,873			22,890
Prepaid expenses and other current assets		2,206			3,687
Total current assets		26,909			40,756
Right-of-use assets		58			810
Property, equipment and software, net of accumulated depreciation of $625 and $405 in 2025 and 2024, respectively		1,442			1,577
Capitalized software costs, net of accumulated amortization of $1,875 and $810 in 2025 and 2024, respectively		5,943			4,637
Intangible assets, net of accumulated amortization of $2,788 and $2,008 in 2025 and 2024, respectively		3,616			4,396
Other non-current assets		2,184			1,895
Total assets	$	40,152		$	54,071

Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	2,618		$	2,900
Accrued expenses		16,087			19,838
Deferred revenue, current		135			153
Current lease liabilities		57			446
Revolving credit facility, net		6,155			—
Current portion of long-term debt		4,257			14,257
Total current liabilities		29,309			37,594
Long-term lease liabilities		—			466
Long-term debt, net		42,270			39,883
Derivative liability		717			—
Other long-term liabilities		9,164			7,798
Total liabilities		81,460			85,741
Stockholders’ deficit:
Common stock, par value $0.001; 500,000,000 shares authorized, 1,283,488 and 1,124,951 issued and outstanding in 2025 and 2024, respectively		1			1
Additional paid-in capital		168,583			167,125
Accumulated deficit		(209,892	)		(198,796	)
Total stockholders’ deficit		(41,308	)		(31,670	)
Total liabilities and stockholders’ deficit	$	40,152		$	54,071

See accompanying notes to the unaudited condensed consolidated financial statements.

URGENT.LY INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share data)

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Revenue	$	31,687		$	34,537		$	62,959		$	74,629
Cost of revenue (excluding depreciation and amortization)		23,754			27,207			47,037			57,948
Gross profit		7,933			7,330			15,922			16,681
Operating expenses:
Research and development		1,682			3,797			3,650			8,040
Sales and marketing		692			1,616			1,395			3,635
Operations and support		2,339			3,572			4,750			7,893
General and administrative		4,294			5,581			8,662			11,595
Depreciation and amortization		1,079			1,104			2,065			2,206
Total operating expenses		10,086			15,670			20,522			33,369
Operating loss		(2,153	)		(8,340	)		(4,600	)		(16,688	)
Other income (expense), net:
Interest expense		(3,290	)		(3,681	)		(6,587	)		(7,833	)
Interest income		—			336			20			699
Change in fair value of derivative liability		(246	)		—			(209	)		—
Change in fair value of contingent purchase consideration		(92	)		102			(15	)		923
Loss on debt extinguishment		—			—			—			(1,405	)
Income from equity method investment		135			—			285			—
Other income (expense), net:		40			26			35			(229	)
Total other expense, net		(3,453	)		(3,217	)		(6,471	)		(7,845	)
Loss before income taxes		(5,606	)		(11,557	)		(11,071	)		(24,533	)
Provision for income taxes		6			110			25			149
Net loss attributable to common stockholders		(5,612	)		(11,667	)		(11,096	)		(24,682	)
Other comprehensive income (expense):
Foreign currency translation adjustments		—			(34	)		—			98
Unrealized gains on marketable securities		—			8			—			18
Other comprehensive income (expense)		—			(26	)		—			116
Comprehensive loss	$	(5,612	)	$	(11,693	)	$	(11,096	)	$	(24,566	)

Loss per share attributable to common stockholders:
Basic and diluted	$	(4.50	)	$	(10.43	)	$	(9.18	)	$	(22.12	)

Weighted average shares outstanding:
Basic and diluted		1,246,529			1,118,444			1,208,155			1,115,855

See accompanying notes to the unaudited condensed consolidated financial statements.

URGENT.LY INC.

Condensed Consolidated Statements of Stockholders’ Deficit

(in thousands, except share data)

(unaudited)


											Accumulated
					Additional						Other			Total
	Common Stock				Paid-In			Accumulated			Comprehensive			Stockholders’
	Shares		Amount		Capital			Deficit			Loss			Deficit
Balance, December 31, 2024		1,124,951	$	1	$	167,125		$	(198,796	)	$	—		$	(31,670	)
Vesting of stock-based awards, net of shares withheld for taxes		6,709		—		(32	)		—			—			(32	)
Issuance of common stock in connection with Highbridge loan amendment (Note 7)		113,170		—		570			—			—			570
Stock-based compensation expense		—		—		538			—			—			538
Net loss		—		—		—			(5,484	)		—			(5,484	)
Balance, March 31, 2025		1,244,830	$	1	$	168,201		$	(204,280	)	$	—		$	(36,078	)
Vesting of stock-based awards		38,658		—		—			—			—			—
Stock-based compensation expense		—		—		382			—			—			382
Net loss		—		—		—			(5,612	)		—			(5,612	)
Balance, June 30, 2025		1,283,488	$	1	$	168,583		$	(209,892	)	$	—		$	(41,308	)


Balance, December 31, 2023		1,109,321	$	1	$	164,932		$	(154,769	)	$	(560	)	$	9,604
Vesting of stock-based awards, net of shares withheld for taxes		8,514		—		(142	)		—			—			(142	)
Stock-based compensation expense		—		—		718			—			—			718
Comprehensive income (loss)		—		—		—			(13,015	)		142			(12,873	)
Balance, March 31, 2024		1,117,835	$	1	$	165,508		$	(167,784	)	$	(418	)	$	(2,693	)
Vesting of stock-based awards		8,811		—		—			—			—			—
Stock-based compensation expense		—		—		438			—			—			438
Comprehensive loss		—		—		—			(11,667	)		(26	)		(11,693	)
Balance, June 30, 2024		1,126,646	$	1	$	165,946		$	(179,451	)	$	(444	)	$	(13,948	)

See accompanying notes to the unaudited condensed consolidated financial statements.

URGENT.LY INC.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Six Months Ended June 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(11,096	)	$	(24,682	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,065			2,206
Amortization of right-of-use assets		229			319
Amortization of costs to obtain contracts		43			43
Amortization of costs to fulfill contracts		147			40
Amortization of debt issuance costs		727			325
Stock-based compensation		920			1,156
Bad debt expense		76			735
Gain on derecognition of right-of-use asset and lease liabilities		(96	)		—
Foreign currency loss (gain)		28			(50	)
Interest receivable		(27	)		(596	)
Loss on debt extinguishment		—			1,405
Loss on disposal of property, equipment and software		—			195
Change in fair value of contingent consideration and derivative liabilities		224			(923	)
Noncash interest expense		1,996			3,700
Paid-in-kind interest capitalized		3,282			—
Income from equity method investment		(285	)		—
Changes in operating assets and liabilities:
Accounts receivable		2,940			8,142
Prepaid expenses and other current assets		1,439			1,547
Other assets		(194	)		(314	)
Accounts payable		(284	)		(1,015	)
Accrued expenses		(4,071	)		332
Deferred revenue		(18	)		(8	)
Lease liabilities		(236	)		(358	)
Long-term liabilities		—			(12,319	)
Net cash used in operating activities		(2,191	)		(20,120	)
Cash flows from investing activities:
Purchases of property, equipment and software		(86	)		(116	)
Investment in capitalized software		(2,370	)		(2,665	)
Proceeds from short-term deposits and sale of marketable securities		—			27,459
Net cash provided by (used in) investing activities		(2,456	)		24,678
Cash flows from financing activities:
Repayment of term loan		(10,000	)		(17,500	)
Payments of debt issuance costs		(2,467	)		(566	)
Proceeds from revolving credit facility		51,936			—
Payments on revolving credit facility		(44,171	)		—
Net cash used in financing activities		(4,702	)		(18,066	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		—			50
Net decrease in cash, cash equivalents and restricted cash		(9,349	)		(13,458	)
Cash, cash equivalents and restricted cash, beginning of period		14,179			38,256
Cash, cash equivalents and restricted cash, end of period	$	4,830		$	24,798


Supplemental disclosure of cash flow information:
Cash paid for interest	$	581		$	3,697
Net cash paid (received) for income taxes	$	(39	)	$	258

See accompanying notes to the unaudited condensed consolidated financial statements.

URGENT.LY INC.

Notes to Unaudited Condensed Consolidated Financial Statements

(in thousands, except share and per share data)

1. Organization

Urgent.ly Inc. (collectively along with other wholly-owned subsidiaries, “Urgent.ly” or the “Company”), headquartered in Vienna, Virginia, was incorporated in the State of Delaware in May 2013. Urgent.ly is a leading connected mobility assistance software platform that matches vehicle owners and operators with service professionals who deliver traditional roadside assistance, proactive maintenance and repair services.

On March 12, 2025, the Company filed an amendment to its Certificate of Incorporation to effect a 1-for-12 reverse stock split of its common stock (“Common Stock”), which became effective on March 17, 2025. The Company has adjusted all periods presented for the effects of the stock split.

Liquidity Risk and Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business.

The Company has a history of recurring operating losses and has required debt and equity financing to finance its operations. The Company reported an accumulated deficit of $209,892 as of June 30, 2025 and an operating loss of $4,600 for the six months ended June 30, 2025. The Company’s liquid assets at June 30, 2025 consist of cash, cash equivalents and restricted cash totaling $4,830 and a principal debt balance of $55,304. Combined with the Company’s history of operating losses, this raises substantial doubt about the Company’s ability to continue as a going concern.

Liquidity risk is the risk that suitable sources of funding for the Company’s business activities may not be available. The Company has a planning and budgeting process to monitor operating cash requirements including amounts projected for capital expenditures and capitalized software which are adjusted as input variables change. These variables include, but are not limited to, operating cash flows and the availability of other sources of debt and capital. As these variables change, the Company may be required to seek funding through additional equity issuances and/or additional debt financings.

In the event the Company is unable to improve its operating results during the next twelve months from the date of issuance of the condensed consolidated financial statements, the Company may not have sufficient cash flows and liquidity to finance its business operations as currently contemplated. The condensed consolidated financial statements do not include any adjustments of the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

2. Summary of Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies from its audited consolidated financial statements for the year ended December 31, 2024 included in its Annual Report.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of Urgent.ly Inc. and its wholly-owned subsidiaries Roadside Innovation Inc., Roadside Innovation (Arkansas) Inc., Urgently Canada Technologies ULC, and Otonomo Technologies Ltd. (“Otonomo”) and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation

The accompanying condensed consolidated balance sheet as of June 30, 2025 and the condensed consolidated statements of operations and comprehensive loss and stockholders’ deficit for the three and six months ended June 30, 2025 and 2024, and cash flows for the six months ended June 30, 2025 and 2024 are unaudited. These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements.

In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all material adjustments, including normal recurring adjustments, necessary for the fair presentation of its financial position as of June 30, 2025 and its results of operations and changes in stockholders’ deficit for the three and six months ended June 30, 2025 and 2024, and cash flows for the six months ended June 30, 2025 and 2024.

The results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2025. The condensed consolidated balance sheet at December 31, 2024 was derived from audited financial statements for the year ended December 31, 2024 included in the Annual Report but does not contain all of the footnote disclosures from the annual financial statements. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the fiscal years ended December 31, 2024 and 2023 included in the Annual Report.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Concentrations of Credit Risk

Financial instruments that subject the Company to credit risk consist primarily of cash, cash equivalents, restricted cash and accounts receivable. The Company places its cash, cash equivalents and restricted cash in an accredited financial institution and the balances are above federally insured limits. Management monitors the creditworthiness of its customers and believes that it has adequately provided for any exposure to potential credit losses.

During the three months ended June 30, 2025 and 2024, 59% and 48% of revenue was earned from two customers, respectively. During the six months ended June 30, 2025 and 2024, 56% and 45% of revenue was earned from two customers, respectively. At June 30, 2025 and December 31, 2024, 72% and 71% of accounts receivable was due from four and three customers, respectively.

Capitalized Software

The Company incurs costs to develop, modify, or implement software for internal use as it delivers on significant contracts for which its product offering has expanded. The Company’s objective is to enhance the functionality of the platform to accommodate multiple client applications and interfaces across different customer systems with varying degrees of complexity. Costs incurred for computer software developed or obtained for internal use are capitalized for application development activities and expensed as incurred for preliminary project activities and post-implementation activities. Capitalized costs include external direct costs of materials and services consumed in developing or obtaining internal-use software, payroll and payroll-related costs for employees who are directly associated with the internal-use software project, and interest costs incurred, when material, while developing internal-use software. Capitalized costs are amortized over the estimated useful asset life of three years. Capitalization of such costs ceases when the project is substantially complete and ready for its intended purpose. Costs for maintenance and training are expensed as incurred.

Modification of Debt Instruments

Modifications or exchanges of debt, which are not considered a troubled debt restructuring, are considered extinguishments if the terms of the new debt and the original instrument are substantially different. The instruments are considered substantially different when the present value of the cash flows under the terms of the new debt instrument are at least 10% different from the present value of the remaining cash flows under the terms of the original instrument. If the original and new debt instruments are substantially different, the original debt is derecognized and the new debt is initially recorded at fair value, with the difference recognized as an extinguishment gain or loss. During the first quarter of 2025, the Company amended its term loans (see Note 7).

Segment Reporting

The Company has determined that its Chief Executive Officer is its chief operating decision maker (the “CODM”). The Company’s Chief Executive Officer reviews financial information presented on a consolidated basis for purposes of assessing performance and making decisions on how to allocate resources. Accordingly, the Company has determined that it operates in a single reportable segment: Mobility Assistance Services. The Mobility Assistance Services segment includes all products, services and software used to generate revenue under the Company’s commercial agreements. The CODM uses consolidated net income (loss) and operating income (loss) to measure segment profit or loss, allocate resources and assess performance. Further, the CODM reviews and utilizes departmental expenses (cost of revenue, research and development, sales and marketing, operations and support, and general and administrative) at the consolidated level to manage the Company’s operations. The measure of segment assets is reported on the consolidated balance sheet as total assets.

Equity Method Investment

The Company utilizes the equity method to account for investments when the Company possesses the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The Company accounts for its equity method investment in The Floow Limited at cost, adjusted for the Company’s share of the investee’s earnings or losses, which are reflected within Other income (expense), net in the condensed consolidated statements of operations on a three-month lag. Equity method investments are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If it is determined that a loss in value of the equity method investment is other than temporary, an impairment loss is measured based on the excess of the carrying amount of an investment over its estimated fair value. As of June 30, 2025 and December 31, 2024, the carrying value of its equity method investment was $1,635 and $1,350, respectively, and is included in Other non-current assets in the condensed consolidated balance sheets.

New Accounting Pronouncement

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides for improvements to income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid information. This guidance is effective for annual periods beginning after December 15, 2024, and the adoption of this standard is not anticipated to have a significant impact on the Company’s consolidated financial statements other than adding new disclosures, which the Company is currently evaluating.

3. Revenue

The Company generates substantially all its revenues from roadside assistance services (“RAS”) initiated through its software platform primarily in the United States and Canada. The Company’s platform enables its customers (“Customer Partners”) to outsource delivery for all or portions of their roadside assistance programs. The Company manages the RAS process after receiving the initial distress call or web-based request through final disposition. The Company also offers RAS directly to motorists via pay-per-use or direct membership offerings. In addition, revenue is earned from platform license fees, whether delivered via cloud or traditional license delivery, professional services, and memberships.

The Company’s policies for recognizing revenues have not changed from those described in the Annual Report. In summary:

The Company recognizes revenue when there is evidence of a contract, probable collection of the consideration to which the Company expects to be entitled to receive, and completion of the performance obligations. The Company recognizes revenue on a gross basis (as the principal) or net basis (as the agent) depending on the nature of the Company’s role with respect to the Customer Partner to deliver RAS.

The Company has applied the right to invoice practical expedient to all its RAS, membership, and software licensing arrangements and, therefore, recognizes revenue over time for the amount it invoices its Customer Partner.

The Company recognizes revenues derived from professional services on a straight-line basis over the term of the agreements. Efforts to deliver on the performance obligations are expensed evenly throughout the performance period.

For further details regarding revenue recognition, see Note 4 “Revenue” to the audited consolidated financial statements in the Annual Report.

Cost of revenue, exclusive of depreciation and amortization, consists primarily of fees paid to Service Providers. Other costs included in cost of revenue are specifically the technology hosting and platform-related costs, certain personnel costs related to direct call center support to Consumers as part of platform authentication, and amortization of costs to fulfill.

Revenue on a disaggregated basis is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Full-service outsourcing—flat rate	$	31,548	$	32,712	$	62,669	$	70,861
Full-service outsourcing—claim cost pass-through		3		2		6		6
Membership		101		104		200		249
Software licensing arrangements		35		1,580		76		3,202
Professional services		—		139		8		311
	$	31,687	$	34,537	$	62,959	$	74,629

Contract Assets

The Company capitalizes costs to obtain contracts with Customer Partners, primarily employee sales commissions. Sales commissions relating to revenues recognized over a period longer than one year are considered incremental and recoverable costs of obtaining a contract and are deferred as other non-current assets and are amortized on a straight-line basis over the initial contract term. Commission expenses are included in sales and marketing expense in the condensed consolidated statements of operations and comprehensive loss.

Capitalized contract costs associated with the costs to fulfill certain contracts are deferred as other non-current assets and are amortized, on a straight-line basis, over the expected period of benefit for contracts with an amortization period that exceeds one year. Amortization cost is included in cost of revenue in the condensed consolidated statements of operations and comprehensive loss. The expected period of benefit is determined using the initial contract term.


	2025			2024
Contract assets as of January 1	$	381		$	233
Additional contract costs to fulfill		332			571
Amortization of contract costs to obtain		(43	)		(43	)
Amortization of contract costs to fulfill		(147	)		(40	)
Contract assets as of June 30	$	523		$	721

4. Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value. Fair value is determined based on the exit price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy:


Level 1 -	Quoted prices in active markets for identical assets or liabilities.

Level 2 -	Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 -	Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

The Company’s population of financial assets and liabilities subject to fair value measurements on a recurring basis is as follows:


	Fair Value as of June 30, 2025
Recurring fair value measurements	Level 1		Level 2		Level 3			Total
Contingent purchase consideration (1)	$	—	$	—	$	(2,940	)	$	(2,940	)
Derivative liability (2)		—		—		(717	)		(717	)
	$	—	$	—	$	(3,657	)	$	(3,657	)


	Fair Value as of December 31, 2024
Recurring fair value measurements	Level 1		Level 2		Level 3			Total
Money market funds	$	8,853	$	—	$	—		$	8,853
Contingent purchase consideration (1)		—		—		(2,925	)		(2,925	)
	$	8,853	$	—	$	(2,925	)	$	5,928

(1) Contingent purchase consideration represents a liability recorded at fair value in connection with the acquisition of Otonomo, and thus represents a Level 3 measurement within the fair value hierarchy. The fair value of the contingent purchase consideration was estimated based on the fair value of the Company’s shares issuable on a contingent basis. Contingent purchase consideration is included in Accrued expenses in the condensed consolidated balance sheets.

(2) The derivative liability represents a contingent promise to issue additional consideration in the form of common stock or warrants which is bifurcated from the underlying term loan and is carried at fair value. The changes in the fair value of the derivative liability are recorded as Change in fair value of derivative liability in the condensed consolidated statements of operations.

Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. Since derivative financial instruments are initially and subsequently carried at fair value, the Company’s income will reflect the volatility in these estimate and assumption changes. The fair value of the derivative liability was estimated based on its total value, adjusted to reflect the weighted probability of the occurrence of the contingent event.

The following table sets forth a summary of the changes in the fair value of the contingent purchase consideration and derivative liability:


	Contingent Purchase Consideration		Derivative Liability
Fair value at January 1, 2025	$	2,925	$	—
Issuance		—		508
Change in fair value		15		209
Fair value as of June 30, 2025	$	2,940	$	717

The carrying values for cash and cash equivalents, restricted cash, accounts receivable, accounts payable and long-term debt approximated fair value as of June 30, 2025 and December 31, 2024.

5. Intangible Assets

Intangible assets consist of the following as of the periods presented:


	Life (in years)	June 30, 2025							December 31, 2024
		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Acquired technology	2-4	$	6,373	$	(2,788	)	$	3,585	$	6,373	$	(2,008	)	$	4,365
Domain name	Indefinite		31		—			31		31		—			31
		$	6,404	$	(2,788	)	$	3,616	$	6,404	$	(2,008	)	$	4,396

Amortization expense was $390 and $852 for the three months ended June 30, 2025 and 2024, respectively, and $780 and $1,705 for the six months ended June 30, 2025 and 2024, respectively.

The following table sets forth the remaining estimated amortization expense for intangible assets for the next five years:


For the year ending December 31,
2025	$	780
2026		1,560
2027		1,245
2028		—
2029		—
	$	3,585

6. Accrued Expenses

Accrued expenses consist of the following as of the periods presented:


	June 30, 2025		December 31, 2024
Accrued service provider costs	$	4,239	$	4,447
Accrued compensation		1,093		1,194
Accrued interest		1,864		1,547
Contingent purchase consideration		2,940		2,925
Accrued lender fees		—		3,247
Accrued VAT and income taxes		2,415		3,139
Other accrued liabilities		3,536		3,339
	$	16,087	$	19,838

7. Debt Arrangements

The Company’s debt arrangements consist of the following as of the periods presented:


	June 30, 2025			December 31, 2024
Structural Capital term loan with an interest rate at the greater of 13.5% or the prime rate plus 7.0%, maturing on February 28, 2025	$	—		$	10,000
Highbridge Capital term loan with an interest rate of 16% or 13% per annum, subject to certain conditions, maturing on July 31, 2026		43,282			40,000
MidCap Financial revolving credit facility with an interest rate of Term SOFR plus 4.5%, maturing on the earlier of (a) February 26, 2028 or (b) 120 days prior to the maturity of the Highbridge Capital term loan, or April 2, 2026		7,765			—
2022 convertible promissory notes with an interest rate of 15% per annum, which matured on June 30, 2024		4,257			4,257
Total principal debt		55,304			54,257
Less: revolving credit facility (1)		(7,765	)		—
Less: current portion (2)		(4,257	)		(14,257	)
Less: debt issuance costs and discounts, long-term		(1,012	)		(117	)
Total long-term debt, net	$	42,270		$	39,883

(1) Excludes debt issuance costs of $1,610 as of June 30, 2025.

(2) Excludes debt issuance costs and discounts of $1,064 as of December 31, 2024.

Structural Capital Term Loan

On January 31, 2025, the Company entered into an amendment to the Third Amended and Restated Loan and Security Agreement (as amended, the “Structural Loan Agreement”) with a consortium led by lending affiliates of Structural Capital (“Structural”), which extended the maturity date thereunder to February 15, 2025. On February 14, 2025, the Company amended the Structural Loan Agreement to extend the maturity date thereunder to February 28, 2025.

The fees incurred with these administrative amendments were immaterial, neither amendment was deemed to be a substantive modification, and each was accounted for as a modification of debt. On February 26, 2025, the Company fully repaid the amount outstanding under the Structural Loan Agreement with proceeds from borrowings under the MidCap Credit Agreement (as defined below).

Highbridge Capital Term Loan

On January 31, 2025, the Company entered into the Sixth Amendment to Loan and Security Agreement (the “Sixth Amendment”), with a consortium led by lending affiliates of Highbridge Capital Management, LLC (“Highbridge”). The Sixth Amendment amended the Loan and Security Agreement, dated as of December 16, 2021 (the “Highbridge Loan Agreement”), among the Company, the other loan parties party thereto, the lenders from time to time party thereto and Alter Domus (US) LLC, as administrative and collateral agent, to, among other things, extend the maturity date thereunder to March 17, 2025. On February 14, 2025, the Company entered into a Seventh Amendment to Loan and Security Agreement to extend the maturity date thereunder to March 31, 2025. The fees incurred with these administrative amendments were immaterial, neither amendment was deemed to be a substantive modification, and each was accounted for as a modification of debt.

On February 26, 2025, the Company entered into an Eighth Amendment to Loan and Security Agreement (the “Eighth Amendment”) with Highbridge, to, among other things, (i) permit the Company’s entry into the MidCap Credit Agreement (as defined below), (ii) modify the interest rate to permit the Company to pay interest in kind for a specified period of time at a rate of 16.0% per annum, and thereafter, pay interest in cash at a rate of 13.0% per annum, subject to certain conditions, (iii) extend the maturity date thereunder from March 31, 2025 to July 31, 2026 and (iv) provide for the payment of an amendment fee in an amount of $2,600, which is payable in full at the earlier of the maturity date of July 31, 2026 or the date the loan is paid in full and is accreted to interest expense over the term of the loan. The Eighth Amendment was accounted for as a modification of debt.

On February 26, 2025, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with the investors party thereto (the “Investors”). Pursuant to the Purchase Agreement, in consideration of the Eighth Amendment, the Company issued 113,170 shares (the “Eighth Amendment Premium Shares”) of Common Stock. The Company also agreed that unless all Obligations (as defined in the Highbridge Loan Agreement) were repaid in full prior to July 1, 2025, the Company would issue 112,038 shares of Common Stock (the “Subsequent Eighth Amendment Premium Shares”) to the Investors (see Note 12).

The Company determined that the contingent promise to issue the Subsequent Eight Amendment Premium Shares is an embedded derivative that is required to be bifurcated from the debt host contract as it is not considered to be solely indexed to the Company’s own stock. The derivative liability is remeasured at fair value at each balance sheet date with changes in fair value reported in earnings. The fair value of the derivative liability on February 26, 2025 of $508 was recorded separately from the term loan with an offsetting amount recorded as a debt discount to be amortized through interest expense using the effective interest method over the remaining term of the loan. The fair value of the Eighth Amendment Premium Shares of $571 was also recorded as a debt discount which will be amortized through interest expense using the effective interest method over the remaining term of the loan.

The Company incurred $214 in legal fees on behalf of the lenders which were recorded as debt issuance costs to be amortized through interest expense using the effective interest method over the remaining term of the loan.

MidCap Financial Revolving Credit Facility

On February 26, 2025, the Company and certain of its subsidiaries entered into a new asset based revolving credit facility (the “MidCap Credit Agreement”) with the lenders party thereto and MidCap Funding IV Trust, as agent, in an aggregate principal amount not to exceed the lesser of a $20,000 commitment amount and the available borrowing base thereunder. As of February 26, 2025, the Company fully repaid the amount outstanding under the Structural Loan Agreement with proceeds from the MidCap Credit Agreement. The remainder of the available revolving loans was used for working capital needs and for general corporate purposes of the Company and its subsidiaries.

Loans borrowed under the MidCap Credit Agreement bear an interest rate equal to Term SOFR plus 4.50% per year, subject to a Term SOFR floor of 1.00%. The Company is required to pay the lenders under the MidCap Credit Agreement an unused line fee of 0.50% of the average monthly unused availability. The MidCap Credit Agreement is guaranteed by the Company and the other borrowers party thereto (together with any future subsidiaries that are required to become guarantors pursuant to the terms of the MidCap Credit Agreement, collectively, the “Loan Parties”) and is secured by a lien on substantially all existing and after-acquired assets of the Loan Parties, including the equity interests owned by the Loan Parties. The maturity date of the MidCap Credit Agreement is the earlier of: (a) February 26, 2028 or (b) 120 days prior to the maturity of the Highbridge term loan, or April 2, 2026.

The Company incurred and paid debt issuance costs of $2,253 associated with the revolving credit facility to be amortized through interest expense over the life of the facility utilizing the straight-line method.

2022 Convertible Promissory Notes

The 2022 convertible promissory notes were not repaid on the maturity date of June 30, 2024 since, pursuant to their terms, they are subordinated to the Structural and Highbridge term loans and may not be repaid while the senior debt remains outstanding. Under the terms of the 2022 convertible promissory notes interest will continue to accrue at the rate of 15% per annum.

8. Stock-based Compensation

Equity Plans

On June 16, 2023, the Board of Directors of the Company (the “Board”) approved the 2023 Equity Incentive Plan (the “2023 Plan”), which became effective upon the filing of the Company’s Form 8-A with the SEC on October 18, 2023. The 2023 Plan provides for the granting of stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to employees, directors and consultants and any of the Company’s future subsidiary corporations’ employees and consultants. 115,266 shares of Common Stock were initially reserved for issuance pursuant to the 2023 Plan and are subject to an annual increase, and on January 1, 2025, the 2023 Plan was increased by 46,106 shares. As of June 30, 2025, 14,091 shares of Common Stock were reserved under the 2023 Plan for future equity award grants.

On June 16, 2023, the Board approved the 2023 Employee Stock Purchase Plan (the “ESPP”), which was effective upon approval. The ESPP allows for the sale of 18,442 shares of Common Stock to eligible employees within established offering periods with certain limitations on participation by individual employees and is subject to an annual increase. On January 1, 2025, the ESPP was increased by 9,221 shares.

During the three and six months ended June 30, 2025, the Company granted 87,300 and 88,966 restricted stock units, respectively. During the three and six months ended June 30, 2024, the Company granted 38,658 restricted stock units.

Stock-based Compensation Expense

The Company accounts for all stock-based payment awards made to employees, directors and advisors based on their fair values and recognizes compensation expense over the vesting period using the straight-line method over the requisite service period for each award as required by FASB Accounting Standards Codification (“ASC”) Topic No. 718, Compensation-Stock Compensation.

Non-cash stock-based compensation expense related to stock options and restricted stock units was recorded in the condensed consolidated financial statements as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025			2024
Research and development	$	56	$	62	$	94		$	183
Sales and marketing		28		52		50			138
Operations and support		3		15		(1	)		54
General and administrative		295		309		777			781
	$	382	$	438	$	920		$	1,156

9. Income Taxes

The Company accounts for income taxes as required by FASB ASC Topic 740, Income Taxes (“ASC 740”). ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. ASC 740 requires an entity to recognize the financial statement impact of a tax position when it is more likely than not that the position will be sustained upon examination. The amount recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. In addition, ASC 740 permits an entity to recognize interest and penalties related to tax uncertainties as either income tax expense or operating expenses. The Company has chosen to recognize interest and penalties related to tax uncertainties as income tax expense. Management evaluated the Company’s tax positions and concluded that the Company has taken no uncertain tax positions that require adjustment to the condensed consolidated financial statements to comply with the provisions of this guidance.

The Company assesses whether a valuation allowance should be recorded against its deferred tax assets based on the consideration of all available evidence, using a “more likely than not” realization standard. The four sources of taxable income that must be considered in determining whether deferred tax assets will be realized are: (1) future reversals of existing taxable temporary differences (i.e., offset of gross deferred tax liabilities against gross deferred tax assets); (2) taxable income in prior carryback years, if carryback is permitted under the applicable tax law; (3) tax planning strategies; and (4) future taxable income exclusive of reversing temporary differences and carryforwards.

In assessing whether a valuation allowance is required, significant weight is to be given to evidence that can be objectively verified. A significant factor in the Company’s assessment is the Company’s three-year cumulative operating loss. These facts, combined with uncertain near-term market and economic conditions, reduced the Company’s ability to rely on projections of future taxable income in assessing the realizability of its deferred tax assets. After a review of the four sources of taxable income as of December 31, 2024, and after consideration of the Company’s cumulative loss position as of December 31, 2024, the Company will continue to fully reserve its U.S.-based deferred tax amounts as of June 30, 2025.

10. Commitments and Contingencies

Litigation

The Company from time to time may be involved in various claims and legal proceedings that arise in the ordinary course of business. It is the opinion of management that there are no unresolved claims and litigation in which the Company is currently involved that will materially affect the financial position or operations of the Company.

11. Leases

The Company leases office space, equipment and furniture, and certain office space is subleased. Management determines if a contract is a lease at the inception of the arrangement and reviews all options to extend, terminate, or purchase its right-of-use assets at the inception of the lease and accounts for these options when they are reasonably certain of being exercised.

Leases with an initial term of greater than twelve months are recorded on the condensed consolidated balance sheets. Lease expense is recognized on a straight-line basis over the lease term.

The Company’s lease contracts generally do not provide a readily determinable implicit rate. For these contracts, the estimated incremental borrowing rate is based on information available at the inception of the lease.

During the second quarter of 2025, the Company recognized a net early termination loss of $205 in connection with the termination of its Reno, Nevada lease, and the right-of-use asset and lease liability of $523 and $619, respectively, were written off.

Operating lease cost consists of the following:


	Three Months Ended June 30,					Six Months Ended June 30,
	2025		2024			2025		2024
Lease cost	$	107	$	280		$	255	$	580
Sublease income		—		(68	)		—		(137	)
	$	107	$	212		$	255	$	443

The remaining maturities of operating lease liabilities is presented in the following table as of June 30, 2025:


2025	$	57
2026		—
2027		—
2028		—
2029		—
Thereafter		—
Total lease payments		57
Less imputed interest		—
Present value of lease liabilities	$	57

Additional information relating to the Company’s operating leases follows:


	June 30, 2025			December 31, 2024
Weighted average remaining lease term (years)		0.2			2.2
Weighted average discount rate		9.0	%		9.0	%

12. Subsequent Events

The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The following events were noted:

On July 1, 2025, because certain Obligations (as defined in the Highbridge Loan Agreement) were still outstanding, the Company issued the Subsequent Eighth Amendment Premium Shares to the Investors pursuant to the Purchase Agreement, as described in Note 7.

On July 11, 2025, the Company entered into a sales agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”) to sell shares of Common Stock having an aggregate offering price of up to approximately $4,000 from time to time through an at-the-market equity offering program (the “ATM Program”) under which A.G.P. is acting as the Company's agent. A.G.P. is entitled to compensation for its services in an amount equal to 3.6% of the gross proceeds of any of the shares of Common Stock sold under the Sales Agreement. As of the date of this Quarterly Report on Form 10-Q, the Company has not sold any shares of Common Stock pursuant to the ATM Program.

On August 31, 2025, the lease for the Company’s headquarters in Vienna, Virginia will expire. In June 2025, the Company entered into a lease agreement for its new headquarters in Ashburn, Virginia expiring in January 2026 with automatic renewal for a successive six-month term until the lease is terminated. The Company relocated to its new headquarters in Ashburn, Virginia in August 2025.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes to those statements included elsewhere in this Quarterly Report on Form 10-Q. The following discussion and analysis contains historical financial information and forward-looking statements regarding our expectations of future performance, liquidity and capital resources, our plans, estimates, beliefs and expectations that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated or implied in these forward-looking statements as a result of many factors, including those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q.

Overview

We are a leading connected mobility assistance software platform, matching vehicle owners and operators with service professionals who deliver traditional roadside assistance, proactive maintenance and repair services. The traditional experience of a vehicle breakdown is often stressful and inconvenient for stranded drivers, compounded by processes that lack transparency and lead to long wait times. We offer an innovative alternative to this traditional experience, leveraging our digitally native software platform to match supply and demand in our network and deliver exceptional mobility assistance experiences at scale.

We offer a digitally native software platform that combines location-based services, real-time data, AI and machine-to-machine communication to deliver quick, safe and innovative roadside assistance services for leading brands across the automotive and insurance industries, and other transportation-focused verticals. We collect signals from distressed vehicles and match those needs with local roadside assistance professionals to create a connected service network. Our platform enables our partners to deliver exceptional user experiences that drive high customer satisfaction and loyalty. With 55 Customer Partners and more than 74,000 participating Service Provider vehicle drivers in our network as of June 30, 2025, we deliver innovative, transparent and exceptional connected mobility assistance experiences at scale.

We generate substantially all of our revenue from our Customer Partners, who contract with us to fulfill roadside assistance service requests for Consumers. We connect Consumers with nearby Service Providers who provide the requested roadside assistance. We enter into multi-year contracts with our Customer Partners, which are typically three years, and we generate revenue on a per-incident basis, including negotiated rates customized for each Customer Partner. We also generate revenue from Customer Partner membership programs, which are typically offered to Consumers through an out-of-warranty vehicle maintenance program or bundled with other subscription membership offerings, on a fixed fee basis. We recognize subscription revenue from our Customer Partner membership programs ratably over the term of service, which is typically one year. We also offer our platform as a SaaS solution to enable certain of our Customer Partners’ roadside assistance services. We believe the integration of Otonomo’s Mobility Platform has further enhanced the customer service experience for Consumers on our platform by improving data capabilities, features, and data ingest capacity. We recognize revenue from our SaaS offering ratably over the life of the contract, which is typically one to three years. We make payments to our Service Providers on a per-job basis, typically within three weeks from job completion.

Our Sales and Partner Management Department works closely with our Customer Partners to ensure that Consumers receive an exceptional assistance experience, and we have a strong track record in Customer Partner retention, Consumer satisfaction with our platform and the reliability of our service. Prospective Customer Partners typically engage us for a pilot program and enter into a multi-year contract once they are satisfied with our platform’s performance. As Customer Partner contracts expire, we typically undergo a request-for-proposal process for each contract renewal. While we employ a targeted marketing program, many of our new Customer Partners are referred to us by satisfied existing Customer Partners.

Key Factors Affecting Our Performance

New Customer Partner Acquisition

Our ability to add and retain Customer Partners is a key factor in our ability to generate new revenue, grow existing accounts, improve margins and push towards profitability. We attract enterprises seeking frictionless, digital roadside assistance solutions for Consumers with our emphasis on a well-designed and easy-to-use interface. Due to the relative concentration of the mobility assistance market, new Customer Partner acquisition can result in significant expansion of our footprint within the market.

We believe the continued focus on exceptional Consumer experiences will continue to drive demand for our platform and broaden our number of Customer Partners. Historically, our ability to engage new Customer Partners has been limited primarily by our ability to effectively service the existing demand. However, as our Service Provider network grows and our support capabilities are streamlined and automated, we anticipate that our platform capabilities will also grow to meet the demands of new Customer Partners.

During the first half of 2025, we were successful in launching one Customer Partner and scaling up volume of another Customer Partner, each of which was previously announced in the fourth quarter of 2024.

Continued Investment in Innovation

Our success depends, in part, on our ability to sustain innovation and maintain a competitive advantage in the verticals in which we operate and expand to meet new and evolving needs in roadside and mobility assistance. We believe that the emerging need for mobility assistance is a transformational opportunity that will bridge historically siloed and fragmented industries including insurance, collision, vehicle sales and service, the automotive aftermarket and logistics. These market transformations are creating new opportunities for roadside assistance providers to extend services into adjacent markets to increase revenue opportunities. We believe that our platform is differentiated from other offerings and has broad applicability to a variety of use cases, and we will continue to invest in developing and enhancing platform features and functionality to further extend adoption of our platform. We expect to continue to invest in research and development efforts to broaden the functionality of our platform, improve the value of our offering to our Customer Partners, and incorporate additional offerings. We will also continue to evaluate from time to time strategic opportunities to acquire or invest in businesses, offerings, technologies or talent that we believe could complement or expand our platform, enhance our technical capabilities, or otherwise provide potential growth opportunities.

Investing in Business Growth

Our ability to support our existing Customer Partners and engage with new Customer Partners is impacted by our ability to rapidly scale and expand. Historically, we have been resource constrained and unable to commit to technology improvements because of our incremental funding history. We are now focused on investing in our proprietary technology, machine learning and data analytics models in order to streamline and digitize the high-touch aspects of our operations. These investments will enable us to optimize our Service Provider supply models, calibrate Service Provider pricing and streamline our operational processes. Our ability to manage expenses, and to effectively invest our resources to enable a better Consumer experience, will impact our operating results and future profitability. We expect to continue reducing our operating expenses and, over the longer term, we anticipate fluctuations in operating expenses will align with targeted investments in growth.

In the first half of 2025, we capitalized $2.7 million in costs associated with internal development of our technology platform and Customer Partner implementations and expect to invest approximately $2.0 to $3.0 million during the remainder of 2025.

Seasonality

Historically, we generate higher levels of roadside assistance service requests during the summer and holiday seasons when a greater proportion of Consumers are traveling for holidays and in winter when Consumers may be adversely impacted by weather events Seasonality can drive variances in both service event volume and service network costs.

We also experience increased roadside assistance service requests during periods of economic downturn. During these times Consumers may be less likely to allocate resources to vehicle maintenance, and we have observed that delaying vehicle maintenance typically increases the likelihood of a vehicle breakdown.

Key Business Metrics

We regularly monitor a number of operating metrics, including the following key metrics, in order to measure our current performance and estimate our future performance.

Consumer Ratings

Exceptional Consumer service is a cornerstone of our business. We measure Consumer sentiment through a variety of surveys but primarily measure completed jobs on a 1-to-5-star scale, with 5 stars being the highest. We have historically averaged 4.5 out of 5 stars. We are proud of how highly Consumers rate their service experiences with us given the fact that no one aspires to have a breakdown. It’s often stressful, nearly always unexpected, and often unsafe. Our aspirational goal is 100% Consumer satisfaction. We use Consumer ratings to improve the service experience by improving networks, technology, and training. For the three months ended June 30, 2025 and 2024, our consumer satisfaction score was 4.7 and 4.5, respectively. For both six-month periods ended June 30, 2025 and 2024, our consumer satisfaction score was 4.6.

Number of Dispatches

We believe that our ability to increase the number of dispatches is an indicator of our Customer Partner penetration, the growth of our business and potential future business opportunities. We define the number of dispatches as the number of completed service requests in a given period. We expect the number of dispatches to fluctuate as seasonality is reflected on a period-over-period basis, as the summer and winter months typically contain more Consumer travel and roadside assistance events.

For the three months ended June 30, 2025 and 2024, we completed approximately 191,000 dispatches and 205,000 dispatches, respectively. For the six months ended June 30, 2025 and 2024, we completed approximately 380,000 dispatches and 436,000 dispatches, respectively.

Non-GAAP Financial Measures

In addition to our financial information presented in accordance with GAAP, we believe the following non-GAAP financial measures are useful to investors in evaluating our operating performance. We use the following non-GAAP financial measures to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that the non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, may be helpful to investors because they provide consistency and comparability with past financial performance and meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations, or outlook. The non-GAAP financial measures are presented for supplemental informational purposes only, have limitations as analytical tools, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP and may be different from similarly-titled non-GAAP financial measures used by other companies. In addition, other companies, including companies in our industry, may calculate similarly-titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as a tool for comparison. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliations of the non-GAAP financial measures to our most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.

Non-GAAP Operating Expenses

We define non-GAAP operating expenses as operating expenses, excluding depreciation and amortization expense, stock-based compensation expense, and non-recurring charges (or income) such as transaction and restructuring costs. We use non-GAAP operating expenses in conjunction with GAAP financial measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with our Board of Directors concerning our financial performance.

The following table provides a reconciliation of non-GAAP operating expenses to the most comparable GAAP measure, operating expenses, for each of the periods presented:


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
	(in thousands)
Operating expenses	$	10,086		$	15,670		$	20,522		$	33,369
Less: Depreciation and amortization expense		(1,079	)		(1,104	)		(2,065	)		(2,206	)
Less: Stock-based compensation expense		(382	)		(438	)		(920	)		(1,156	)
Less: Non-recurring transaction costs		(178	)		(207	)		(553	)		(933	)
Less: Restructuring costs		(315	)		(425	)		(489	)		(1,124	)
Non-GAAP operating expenses	$	8,132		$	13,496		$	16,495		$	27,950

Non-GAAP Operating Loss

We define non-GAAP operating loss as operating loss, excluding depreciation and amortization expense, stock-based compensation expense, and non-recurring charges (or income) such as transaction and restructuring costs. We use non-GAAP operating loss in conjunction with GAAP financial measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with our Board of Directors concerning our financial performance.

The following table provides a reconciliation of non-GAAP operating loss to the most comparable GAAP measure, operating loss, for each of the periods presented:


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
	(in thousands)
Operating loss	$	(2,153	)	$	(8,340	)	$	(4,600	)	$	(16,688	)
Add: Depreciation and amortization expense		1,079			1,104			2,065			2,206
Add: Stock-based compensation expense		382			438			920			1,156
Add: Non-recurring transaction costs		178			207			553			933
Add: Restructuring costs		315			425			489			1,124
Non-GAAP operating loss	$	(199	)	$	(6,166	)	$	(573	)	$	(11,269	)

Components of Results of Operations

Revenue

We generate substantially all of our revenues from roadside assistance services (“RAS”) initiated through our software platform primarily in the United States and Canada. We contract with Customer Partners to provide the outsourced delivery for all or portions of their roadside assistance plans for Consumers. We manage the entire RAS process after receiving the initial motorist distress call or web-based request through final disposition. We currently operate under two different service models for our Customer Partners: (i) full-service outsourcing of RAS-flat rate and (ii) full-service outsourcing of RAS-claim cost pass-through.

•

Full-service outsourcing of RAS-flat rate. In connection with our full-service flat-rate arrangements, we negotiate fixed rates with subcontract Service Providers and charge Customer Partners or Consumers fixed rates based on each service provided (per tow, per jump start, etc.) As a result, we record these revenues on a gross basis and the costs related are recorded as part of cost of service. We recognize these revenues over time.

•

Full-service outsourcing of RAS-claim cost pass-through. In connection with our full-service claim cost pass-through arrangements, we negotiate a flat dispatch fee directly with our Customer Partners which is combined with the variable cost of subcontracted services. We act as an agent in these transactions and record only the flat dispatch fee as revenue. We recognize these revenues over time.

For additional discussion related to our revenue, see Note 2 “Summary of Significant Accounting Policies - Revenue Recognition” and Note 4 “Revenue” to our audited consolidated financial statements for the years ended December 31, 2024 and 2023 contained in the Annual Report.

Cost of Revenue

Gross Profit and Gross Margin

Gross profit represents revenue less cost of revenue, and gross margin is gross profit expressed as a percentage of revenue. Our gross margin may fluctuate from period to period as our revenue fluctuates and has been and will continue to be affected by various factors, including seasonality, mix of services provided, Customer Partner pricing and Service Provider costs. We expect our gross profit to increase and our gross margin to increase modestly over the long term due to platform enhancements resulting in more cost effective and competitive Service Provider costs, although our gross margins could fluctuate from period to period depending on the interplay between the factors described above.

Research and Development

Research and development expenses primarily consist of compensation expenses, including equity-based compensation, for engineering, product development, product management and design employees, expenses associated with ongoing improvements to, and maintenance of, our platform offerings and other technology that have not been capitalized. Research and development expense also includes software expenses and technology consulting fees.

Sales and Marketing

Sales and marketing expenses primarily consist of compensation expenses, including equity-based compensation, in support of new business capture, Customer Partner management and marketing such as commissions, salaries, and related benefits. Sales and marketing expense also includes expenses associated with advertising, promotions of our services, Customer Partner advocacy management and brand-building.

Operations and Support

Operations and support expenses primarily consist of compensation expenses, including equity-based compensation, in support of customer support operations such as salaries, related benefits, contractors we use to manage customer support workload and related technology costs to support such operations. Operations and support expenses also include expenses associated with Service Provider network management.

General and Administrative

General and administrative expenses primarily consist of compensation expenses, including equity-based compensation and related benefits for our executive, finance, human resources, information technology, legal and other personnel performing administrative functions. General and administrative expense also includes corporate office rent expense, third-party professional fees, public company expenses and any other cost or expense incurred not deemed to be related to cost of revenue, sales and marketing expense, research and development expense, or operations and support expense.

Depreciation and Amortization

Depreciation and amortization expenses primarily consist of depreciation of capitalized property, equipment and software and amortization of acquired finite-lived intangible assets.

Other Income (Expense), net

Other income (expense), net primarily includes the following items:

•

Interest expense, which consists primarily of interest expense associated with our outstanding debt, including accretion of debt discount and lender fees and amortization of debt financing costs.

•

Interest income, which consists primarily of interest earned on cash equivalents, short-term deposits and marketable securities.

•

Change in fair value of derivative liability, which represents gains or losses resulting from fluctuations in the fair value of embedded derivative liabilities associated with contingently issuable shares.

•

Change in fair value of accrued purchase consideration, which represents gains or losses resulting from fluctuations in the fair value of accrued purchase consideration.

•

Gain or loss on debt extinguishment, which represents gains or losses in connection with amendments to our debt agreements.

•

Income from equity method investment, which represents our 49% share of the net earnings of The Floow Limited.

•

Other income (expense), net, which primarily represents foreign currency exchange gains and losses relating to the exchange rate differences arising from the settlement of transactions in foreign currencies other than our international subsidiaries’ functional currency of the U.S. dollar.

Provision for Income Taxes

Income tax expense or benefit is related to the provision for federal, state, and foreign taxes imposed upon our results of operations.

Results of Operations

The following table is a summary of our condensed consolidated statements of operations data for the periods indicated:


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
	(in thousands)
Total revenue	$	31,687		$	34,537		$	62,959		$	74,629
Cost of revenue		23,754			27,207			47,037			57,948
Gross profit		7,933			7,330			15,922			16,681
Operating expenses:
Research and development		1,682			3,797			3,650			8,040
Sales and marketing		692			1,616			1,395			3,635
Operations and support		2,339			3,572			4,750			7,893
General and administrative		4,294			5,581			8,662			11,595
Depreciation and amortization		1,079			1,104			2,065			2,206
Total operating expenses		10,086			15,670			20,522			33,369
Operating loss		(2,153	)		(8,340	)		(4,600	)		(16,688	)
Other expense, net		(3,453	)		(3,217	)		(6,471	)		(7,845	)
Loss before income taxes		(5,606	)		(11,557	)		(11,071	)		(24,533	)
Provision for income taxes		6			110			25			149
Net loss	$	(5,612	)	$	(11,667	)	$	(11,096	)	$	(24,682	)

The following table is a summary of our condensed consolidated statements of operations data expressed as a percentage of revenue for the periods indicated:


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Total revenue		100	%		100	%		100	%		100	%
Cost of revenue		75	%		79	%		75	%		78	%
Gross margin		25	%		21	%		25	%		22	%
Operating expenses:
Research and development		5	%		11	%		6	%		11	%
Sales and marketing		2	%		5	%		2	%		5	%
Operations and support		7	%		10	%		8	%		11	%
General and administrative		14	%		16	%		14	%		16	%
Depreciation and amortization		3	%		3	%		3	%		3	%
Total operating expenses		32	%		45	%		33	%		45	%
Operating loss		(7	)%		(24	)%		(7	)%		(22	)%
Other expense, net		(11	)%		(9	)%		(10	)%		(11	)%
Loss before income taxes		(18	)%		(33	)%		(18	)%		(33	)%
Provision for income taxes		0	%		0	%		0	%		0	%
Net loss		(18	)%		(34	)%		(18	)%		(33	)%

Comparison of the Three Months Ended June 30, 2025 and 2024

Revenue

Revenue decreased by $2.9 million, or 8%, to $31.7 million in the three months ended June 30, 2025 from $34.5 million in the three months ended June 30, 2024. The decrease was primarily driven by a $2.4 million reduction in revenue resulting from the early termination of a top 5 global original equipment manufacturer Customer Partner and a reduction in revenue from the Otonomo business of $1.7 million. This was offset by an increase in revenue from two new Customer Partners and a Customer Partner expansion, which together accounted for an increase of $1.2 million in revenue.

Cost of Revenue

Cost of revenue decreased by $3.5 million, or 13%, to $23.8 million in the three months ended June 30, 2025 from $27.2 million in the three months ended June 30, 2024. The decrease was primarily related to an overall decline in dispatch volume resulting in a $1.7 million reduction in Service Provider fees and a $0.6 million reduction in Service Provider fees per dispatch driven by margin improvement initiatives. The decrease in dispatch volume was primarily due to the early termination of a top 5 global original equipment manufacturer Customer Partner, partially offset by increases in dispatch volume from two new Customer Partners and a Customer Partner expansion. In addition, we had a reduction in cost of revenue attributed to the Otonomo business of $0.7 million and a reduction in first call support and platform costs of $0.5 million.

Gross Profit

Our gross profit for the three months ended June 30, 2025 was $7.9 million, compared to $7.3 million for the three months ended June 30, 2024. This $0.6 million increase in gross profit was driven by an improvement in unit economics per dispatch despite a decrease in volume related to the early termination of a top 5 global original equipment manufacturer Customer Partner.

Operating Expenses

Research and Development

Research and development expense decreased by $2.1 million, or 56%, to $1.7 million in the three months ended June 30, 2025 from $3.8 million in the three months ended June 30, 2024. The decrease was driven by a reduction in Otonomo research and development expenses of $1.4 million and a reduction in employee and employee-related expenses of $0.9 million, offset by a $0.2 million increase in capitalized software which resulted from less software development costs expensed in the current period compared to the prior comparable period. There were 69 and 132 research and development employees as of June 30, 2025 and 2024, respectively.

As a percentage of total revenue, research and development expense decreased by 6% to 5% in the three months ended June 30, 2025 from 11% in the three months ended June 30, 2024 due to the reduction in Otonomo-related expenses and the implementation of operational efficiencies across the Company.

Sales and Marketing

Sales and marketing expense decreased by $0.9 million, or 57%, to $0.7 million in the three months ended June 30, 2025 from $1.6 million in the three months ended June 30, 2024. The decrease was primarily driven by a reduction in Otonomo sales and marketing expenses of $0.7 million and a $0.2 million reduction in employee and employee-related expenses. There were 17 and 38 sales and marketing employees as of June 30, 2025 and 2024, respectively.

As a percentage of total revenue, sales and marketing expense decreased by 3% to 2% in the three months ended June 30, 2025 from 5% in the three months ended June 30, 2024. The decrease was primarily driven by the reduction in Otonomo-related expenses and the implementation of operational efficiencies across the Company.

Operations and Support

Operations and support expense decreased by $1.2 million, or 35%, to $2.3 million in the three months ended June 30, 2025 from $3.6 million in the three months ended June 30, 2024. The decrease was primarily related to the optimization of customer support representative resources and processes resulting in a cost reduction of $0.8 million, a reduction in employee-related costs of $0.3 million, and overall lower net operating costs of $0.1 million. There were 30 and 55 operations and support employees as of June 30, 2025 and 2024, respectively, and 179 and 220 full-time customer support representative employees as of June 30, 2025 and 2024, respectively.

As a percentage of total revenue, operations and support expense decreased by 3% to 7% in the three months ended June 30, 2025 from 10% in the three months ended June 30, 2024. The decrease was primarily driven by customer support center transformation initiatives.

General and Administrative

General and administrative expense decreased by $1.3 million, or 23%, to $4.3 million in the three months ended June 30, 2025 from $5.6 million in the three months ended June 30, 2024. The decrease was driven by a $0.8 million reduction in Otonomo general and administrative expenses, a $0.5 million reduction in bad debt, a $0.2 million reduction in employee-related expenses, a $0.1 million reduction in professional services, and a $0.1 million reduction in IT infrastructure costs.

These reductions were offset by an increase in service fees and charges of $0.1 million, an increase in franchise and other taxes of $0.1 million, a $0.1 million increase in rent expense, and $0.1 million in expenses related to being a public company. There were 40 and 57 general and administrative employees as of June 30, 2025 and 2024, respectively.

As a percentage of total revenue, general and administrative expense decreased by 2% to 14% in the three months ended June 30, 2025 from 16% in the three months ended June 30, 2024. The decrease is primarily driven by the reduction in Otonomo-related expenses and the implementation of operational efficiencies across the Company.

Depreciation and Amortization

Depreciation and amortization expense remained flat at $1.0 million in the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

Other Expense, net

Other expense, net increased by $0.2 million, or 7%, to $3.5 million in the three months ended June 30, 2025 from $3.2 million in the three months ended June 30, 2024 due primarily to: a $0.3 million decrease in interest income, which was offset by a $0.4 million decrease in interest expense; $0.4 million in additional expense resulting from changes in the fair values of derivative and contingent consideration liabilities; and $0.1 million in income from our equity investment in The Floow Limited.

Comparison of the Six Months Ended June 30, 2025 and 2024

Revenue

Revenue decreased by $11.7 million, or 16%, to $63.0 million in the six months ended June 30, 2025 from $74.6 million in the six months ended June 30, 2024. The decrease was primarily driven by the reduction in dispatch volume from the non-renewal of one auto manufacturer Customer Partner which resulted in a decrease in revenue of $4.5 million, a reduction in dispatch volume from existing Customer Partners which resulted in a decrease in revenue of $3.3 million, a reduction in revenue from the Otonomo business of $3.3 million, a $2.7 million reduction in revenue resulting from the early termination of a top 5 global original equipment manufacturer Customer Partner, and a $0.5 million reduction in revenue from an electric vehicle (“EV”) Customer Partner in bankruptcy. This was offset by an increase in revenue from two new Customer Partners and a Customer Partner expansion, which together accounted for an increase of $2.6 million in revenue.

Cost of Revenue

Cost of revenue decreased by $10.9 million, or 19%, to $47.0 million in the six months ended June 30, 2025 from $57.9 million in the six months ended June 30, 2024. The decrease was primarily related to an overall decline in dispatch volume resulting in a $7.0 million reduction in Service Provider fees and a $1.6 million reduction in Service Provider fees per dispatch driven by margin improvement initiatives. The decrease in dispatch volume was primarily due to the non-renewal of one auto manufacturer Customer Partner, the early termination of a top 5 global original equipment manufacturer Customer Partner, the EV Customer Partner bankruptcy, and a decrease in dispatch volume from existing Customer Partners, partially offset by increases in dispatch volume from two new Customer Partners and a Customer Partner expansion. In addition, we had a reduction in cost of revenue attributed to the Otonomo business of $1.5 million and a reduction in first call support and platform costs of $0.8 million.

Gross Profit

Our gross profit for the six months ended June 30, 2025 was $15.9 million, compared to $16.7 million for the six months ended June 30, 2024. The decrease was primarily driven by the loss in volume related to the non-renewal of one auto manufacturer Customer Partner, the early termination of a top 5 global original equipment manufacturer Customer Partner, the EV Customer Partner bankruptcy, and a decrease in dispatch volume from existing Customer Partners.

Operating Expenses

Research and Development

Research and development expense decreased by $4.4 million, or 55%, to $3.7 million in the six months ended June 30, 2025 from $8.0 million in the six months ended June 30, 2024. The decrease was driven by a reduction in Otonomo research and development expenses of $3.4 million, a reduction in employee and employee-related expenses of $1.4 million and a reduction in business tools and services of $0.1 million, offset by a $0.5 million increase in capitalized software which resulted from less software development costs expensed in the current period compared to the prior comparable period.

There were 69 and 132 research and development employees as of June 30, 2025 and 2024, respectively.

As a percentage of total revenue, research and development expense decreased by 5% to 6% in the six months ended June 30, 2025 from 11% in the six months ended June 30, 2024 due to the reduction in Otonomo-related expenses and the implementation of operational efficiencies across the Company.

Sales and Marketing

Sales and marketing expense decreased by $2.2 million, or 62%, to $1.4 million in the six months ended June 30, 2025 from $3.6 million in the six months ended June 30, 2024. The decrease was primarily driven by a reduction in Otonomo sales and marketing expenses of $1.8 million and a $0.4 million reduction in employee and employee-related expenses. There were 17 and 38 sales and marketing employees as of June 30, 2025 and 2024, respectively.

As a percentage of total revenue, sales and marketing expense decreased by 3% to 2% in the six months ended June 30, 2025 from 5% in the six months ended June 30, 2024. The decrease was primarily driven by the reduction in Otonomo-related expenses and the implementation of operational efficiencies across the Company.

Operations and Support

Operations and support expense decreased by $3.1 million, or 40%, to $4.8 million in the six months ended June 30, 2025 from $7.9 million in the six months ended June 30, 2024. The decrease was primarily related to the optimization of customer support representative resources and processes resulting in a cost reduction of $2.0 million, a reduction in employee-related costs of $0.9 million, and overall lower net operating costs of $0.2 million. There were 30 and 55 operations and support employees as of June 30, 2025 and 2024, respectively, and 179 and 220 full-time customer support representative employees as of June 30, 2025 and 2024, respectively.

As a percentage of total revenue, operations and support expense decreased by 3% to 8% in the six months ended June 30, 2025 from 11% in the six months ended June 30, 2024. The decrease was primarily driven by customer support center transformation initiatives.

General and Administrative

General and administrative expense decreased by $2.9 million, or 25%, to $8.7 million in the six months ended June 30, 2025 from $11.6 million in the six months ended June 30, 2024. The decrease was driven by a $2.0 million reduction in Otonomo general and administrative expenses, a $0.6 million reduction in bad debt, a $0.4 million reduction in professional services, a $0.3 million reduction in IT infrastructure costs, a $0.2 million reduction in employee and employee related expenses, and a $0.1 million reduction in insurance expenses. These reductions were offset by $0.3 million in expenses related to being a public company, an increase in transaction expense of $0.2 million, and an increase in service fees and charges of $0.2 million. There were 40 and 57 general and administrative employees as of June 30, 2025 and 2024, respectively.

As a percentage of total revenue, general and administrative expense decreased by 2% to 14% in the six months ended June 30, 2025 from 16% in the six months ended June 30, 2024. The decrease is primarily driven by the reduction in Otonomo-related expenses and the implementation of operational efficiencies across the Company.

Depreciation and Amortization

Depreciation and amortization expense decreased by $0.1 million to $2.1 million in the six months ended June 30, 2025 from $2.2 million in the six months ended June 30, 2024. The decrease was due primarily to a decrease in amortization of intangible assets resulting from the divestiture of Otonomo’s wholly-owned subsidiary, The Floow Limited, in September 2024.

Other Expense, net

Other expense, net decreased by $1.4 million, or 18%, to $6.5 million in the six months ended June 30, 2025 from $7.8 million in the six months ended June 30, 2024 due primarily to: a $1.2 million decrease in interest expense, which was offset by a $0.7 million decrease in interest income; a $1.4 million loss on debt extinguishment in the prior year; $0.3 million in income from our equity investment in The Floow Limited in the current year; a decrease in other expense relating to foreign currency of $0.3 million; and $1.1 million in additional expense resulting from changes in the fair values of derivative and contingent consideration liabilities.

Liquidity and Capital Resources

Due to our history of recurring losses from operations, negative cash flows from operations, and our dependency on debt and equity financing to fund operating shortfalls, management concluded that there is substantial doubt about our ability to continue as a going concern. Refer to Note 1 “Organization” of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. In addition, our independent registered public accounting firm has included an explanatory paragraph in their audit report for the year ended December 31, 2024 as to the substantial doubt about our ability to continue as a going concern. Our condensed consolidated financial statements have been prepared in accordance with GAAP, which contemplates that we will continue to operate as a going concern. Our interim condensed consolidated financial statements do not contain any adjustments that might result if we are unable to continue as a going concern.

As of June 30, 2025, we had $4.8 million in cash, cash equivalents and restricted cash. Our principal sources of liquidity have historically consisted of financing activities, including proceeds from the issuance of preferred stock, borrowings under debt financing arrangements and credit facilities, and operating activities. As of June 30, 2025, our principal debt balance totaled $55.3 million with maturity dates through July 31, 2026.

In January 2025, we amended our Structural Loan Agreement and Highbridge Loan Agreement to extend the maturity dates thereunder to February 15, 2025 and March 17, 2025, respectively. In February 2025, we amended our Structural Loan Agreement and Highbridge Loan Agreement to extend the maturity dates thereunder to February 28, 2025 and March 31, 2025, respectively.

In February 2025, we entered into the MidCap Credit Agreement in an aggregate principal amount not to exceed the lesser of a $20.0 million commitment amount and the available borrowing base thereunder. As of February 26, 2025, we fully repaid the amount outstanding under the Structural Loan Agreement. The remainder of the available revolving loans were used for working capital needs and for general corporate purposes.

In February 2025, we also entered into an eighth amendment to the Highbridge Loan Agreement (the “Eighth Amendment”), to, among other things, (i) permit our entry into the MidCap Credit Agreement, (ii) modify the interest rate to permit the Company to pay interest in kind for a specified period of time at a rate of 16.0% per annum, and thereafter, pay interest in cash at a rate of 13.0% per annum, subject to certain conditions, (iii) extend the maturity date thereunder from March 31, 2025 to July 31, 2026 and (iv) provide for the payment of an amendment fee in an amount of $2,600,000 at the earlier of the maturity date of the loan or the date the loan is paid off.

In February 2025, we also entered into a Purchase Agreement (the “Purchase Agreement”) with the investors party thereto (the “Investors”). Pursuant to the Purchase Agreement, in consideration of the Eighth Amendment, we issued 113,170 shares of common stock (the “Eighth Amendment Premium Shares”). We also agreed that unless all Obligations (as defined in the Highbridge Loan Agreement) were repaid in full prior to July 1, 2025, we would issue 112,038 shares of common stock (the “Subsequent Eighth Amendment Premium Shares”) to the Investors. On July 1, 2025, because certain Obligations were still outstanding, we issued the Subsequent Eighth Amendment Premium Shares to the Investors.

In February 2025, we and the Investors also entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which we have agreed to use our commercially reasonable efforts to file a registration statement with the SEC for the resale of the Eighth Amendment Premium Shares and any Subsequent Eighth Amendment Premium Shares. Under the Registration Rights Agreement, the Investors are also entitled to piggyback registration rights.

In July 2025, we filed a prospectus supplement to the prospectus which forms a part of our effective shelf registration statement on Form S-3 (File No. 333-288523), dated July 11, 2025, which registers the offering, issuance, and sale of up to $4,025,821 of common stock pursuant to the ATM Program. As of the date of this Quarterly Report on Form 10-Q, we have not sold any shares of common stock pursuant to the ATM Program.

Since inception, we have consistently maintained a working capital deficit, in which our current liabilities exceed our current assets. This is due to the nature of our business model, in that we pay our Service Providers generally within two to three weeks of performance, but our collection cycle is longer for most of our Customer Partners. Our cash needs vary from period to period primarily based on our growth: in periods of fast growth our cash needs are accelerated as we invest into the operations and servicing of new Customer Partners. Our cash needs can also vary from period to period depending upon the gross margin performance we are able to attain. Our primary liquidity needs are to fund working capital requirements, invest into our growth through spending on technology and people, and fund our debt service obligations. We believe factors that could affect our liquidity include our rate of revenue growth, changes in demand for our services, competitive pricing pressures, the timing and extent of spending on research and development and other growth initiatives, our ability to achieve further reductions in operating expenses, and overall economic conditions.

If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in new technologies, our competitive position could weaken, and our business and results of operations could be adversely affected. The incurrence of additional debt financing would result in debt service obligations, and any future instruments governing such debt could provide for operating and financing covenants that could restrict our operations. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that our current liquidity is insufficient to fund future activities, we may need to raise additional funds. In the future, we may attempt to raise additional capital through the sale of equity securities or through debt financing arrangements. For additional detail, see Note 7 “Debt Arrangements” to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

In an ongoing effort to reduce operating expenses, we undertook further actions to eliminate redundant employees during the first quarter of 2025, resulting in a decrease of 23 employees, or approximately 13% of our total employees as of December 31, 2024. We expect to continue to focus on aligning operating expenses with revenue, and we similarly anticipate additional actions through the remainder of 2025.

Cash Flows

The following table is a summary of our cash flows for the periods presented:


	Six Months Ended June 30,
	2025			2024
	(in thousands)
Net cash provided by (used in):
Operating activities	$	(2,191	)	$	(20,120	)
Investing activities		(2,456	)		24,678
Financing activities		(4,702	)		(18,066	)

Operating Activities

Net cash used in operating activities for the six months ended June 30, 2025 was $2.2 million primarily due to a net loss of $11.1 million, excluding the impact of non-cash expenses totaling $9.3 million, a decrease in accrued expenses of $4.1 million ($3.2 million of which related to Structural Loan Agreement fees), a decrease in accounts payable of $0.3 million, and a decrease in lease liabilities of $0.2 million. Sources of cash from operating activities resulted primarily from a decrease in accounts receivable of $2.9 million and a net decrease in prepaid expenses and other assets of $1.2 million. We anticipate that we will continue to use our existing capital to fund operating activities through the remainder of 2025.

Net cash used in operating activities for the six months ended June 30, 2024 was $20.1 million primarily due to a net loss of $24.7 million, excluding the impact of non-cash expenses totaling $8.6 million, a decrease in accounts payable of $1.0 million, a decrease in long-term liabilities of $12.3 million, an immaterial decrease in deferred revenue, an increase in other assets of $0.3 million, and a decrease in lease liabilities of $0.4 million. Sources of cash from operating activities resulted primarily from a decrease in accounts receivable of $8.1 million, an increase in accrued expenses of $0.3 million, and a decrease in prepaid expenses and other assets of $1.5 million.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2025 was $2.5 million due to $2.4 million in investments in capitalized software and less than $0.1 million in purchases of equipment and software.

Net cash provided by investing activities for the six months ended June 30, 2024 was $24.7 million due to $27.5 million in proceeds from short-term deposits and the sale of marketable securities, offset by $2.7 million in investments in capitalized software and $0.1 million in purchases of equipment and software.

Financing Activities

Net cash used in financing activities for the six months ended June 30, 2025 was $4.7 million due to $10.0 million in payments on the Structural term loan, $2.5 million in payments of debt issuance costs related to the Highbridge Loan Agreement and MidCap Credit Agreement, and $51.9 million in proceeds and $44.2 million in payments under the MidCap Credit Agreement.

Net cash used in financing activities for the six months ended June 30, 2024 was $18.1 million due to $17.5 million in payments on the Structural term loan and $0.6 million in payments of deferred financing fees related to the Structural Third Amendment and Highbridge Fourth Amendment.

Contractual Obligations and Commitments

Our principal commitments consist of contractual cash obligations under our credit facilities, long-term debt, and operating leases. Our obligations under our credit facilities and long-term debt are described in Note 7 “Debt Arrangements” and for further information on our leases, see Note 11 “Leases” of the condensed consolidated financial statements contained elsewhere in this Quarterly Report on Form 10-Q.

Emerging Growth Company Status

As an “emerging growth company,” the JOBS Act allows us to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We have elected to use this extended transition period under the JOBS Act. As a result, our interim condensed consolidated financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make our common stock less attractive to investors.

Critical Accounting Estimates

Our management’s discussion and analysis of our financial condition and results of our operations is based on our consolidated financial statements and accompanying notes, which have been prepared in accordance with GAAP. Certain amounts included in or affecting the condensed consolidated financial statements contained elsewhere in this Quarterly Report on Form 10-Q and related disclosure must be estimated, requiring management to make assumptions with respect to values or conditions which cannot be known with certainty at the time the consolidated financial statements are prepared.

Management believes that there are no material changes to the critical accounting estimates set forth in the critical accounting estimates section “Urgently’s Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” contained in the Annual Report. A “critical accounting estimate” is one which is both important to the portrayal of our financial condition and results of operations and that involves difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Recent Accounting Pronouncements

See Note 2 “Summary of Significant Accounting Policies” of the condensed consolidated financial statements contained elsewhere in this Quarterly Report on Form 10-Q for a description of new accounting standards.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company, as defined by Rule 12b-2 under the Exchange Act and are not required to provide the information under this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, and as a result of the material weaknesses in internal control over financial reporting described below, our Principal Executive Officer and Principal Financial Officer concluded that, as of June 30, 2025, our disclosure controls and procedures were not effective at the reasonable assurance level. In light of this fact, our management has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the material weaknesses in our internal control over financial reporting, the unaudited condensed consolidated financial statements for the periods covered by and included in this Quarterly Report on Form 10-Q fairly state, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.

Material Weaknesses in Internal Control over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with the audit of our financial statements for the years ended December 31, 2024 and 2023, management identified two material weaknesses in our internal control over financial reporting that have not been remediated as of June 30, 2025. The material weaknesses are related to (i) a lack of evidence of segregation of duties within the accounting and finance function, and (ii) the design and maintenance of effective control over IT general controls for information systems and user privileges related to the applications relevant to the preparation of our consolidated financial statements.

Remediation Plans for Material Weaknesses in Internal Control over Financial Reporting

In order to remediate the previously-identified material weakness related to the design and maintenance of effective control over IT general controls for information systems and user privileges related to the applications relevant to the preparation of our consolidated financial statements, we are in the process of implementing our remediation plan, which includes steps to design and maintain new or revising existing controls to prevent or detect inappropriate user and privileged access to our IT systems.

We have made progress toward remediation of the previously-identified material weakness related to a lack of evidence of segregation of duties within the accounting and finance function. We are in the process of reorganizing our finance department, including the expansion of our accounting, control and compliance functions to develop and implement continued improvements and enhancements to address the overall deficiencies that led to the material weakness.

Our management believes that these actions will enable us to address the material weaknesses in a timely manner and maintain a properly designed and effective system of internal control over financial reporting and provide appropriate segregation of duties. However, these material weaknesses cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Changes in Internal Control over Financial Reporting

Other than the remediation efforts underway with respect to the material weaknesses described above, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the six months ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls and Procedures

Our management, including our Principal Executive Officer and Principal Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting were designed to provide reasonable assurance of achieving their objectives. However, management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in actions, claims, suits and other legal proceedings arising in the ordinary course of our business, including assertions by third parties relating to breaches of contract, employment-related matters or intellectual property infringement as well as governmental and other regulatory investigations and proceedings. We are not currently a party to any actions, claims, suits or other legal proceedings the outcome of which, if determined adversely, would individually or in the aggregate have a material adverse effect on our business, financial condition or results of operations. Future litigation may be necessary to defend ourselves, our partners, and our customers by determining the scope, enforceability, and validity of third-party proprietary rights, or to establish our proprietary rights. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Item 1A. Risk Factors.

There have been no material changes to our principal risks that we believe are material to our business, results of operations and financial condition, from the risk factors previously disclosed in our Annual Report other than as set forth below.

We may fail to continue to meet the listing standards of Nasdaq, and as a result our common stock may be delisted, which could have a material adverse effect on the liquidity and trading price of our common stock and on our ability to raise capital, and other adverse consequences.

On March 19, 2025, we received a notification letter (the “Notice”) from the Listing Qualifications Department of Nasdaq notifying us that our net income from continuing operations had fallen below the minimum requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(3) (the “Minimum Net Income Requirement”). The Notice also noted that we do not meet the alternatives of market value of listed securities or stockholders’ equity (collectively with the Minimum Net Income Requirement, the “Continued Listing Standards”).

In accordance with Nasdaq Listing Rule 5810(c)(2)(C), we had 45 calendar days, or until May 5, 2025, to provide Nasdaq with a plan to regain compliance with the Continued Listing Standards (the “Compliance Plan”). We submitted the Compliance Plan to Nasdaq within the required time period, although there can be no assurance that Nasdaq will accept the Compliance Plan, or that we will be able to regain compliance with the Continued Listing Standards or maintain compliance with any other Nasdaq requirement in the future. If Nasdaq accepts the Compliance Plan, Nasdaq may grant an extension of up to 180 calendar days from the date of the Notice. If Nasdaq does not accept the Compliance Plan, then the Nasdaq staff will provide written notification to us that our common stock will be subject to delisting. We may appeal any such determination to delist our securities, but there can be no assurance that any such appeal would be successful.

If we fail to regain and maintain compliance with the Continued Listing Standards, our common stock could be delisted from Nasdaq. If that occurs, the liquidity of our common stock would be adversely affected, and its market price could decrease. It could cause other adverse consequences, such as difficulties in raising capital and in providing stock-based incentives to attract and retain personnel. Delisting could also impair our reputation and our relationships with Customer Partners, which could adversely affect our business, financial condition and results of operations. In addition, our common stock could be deemed to be a “penny stock,” which could result in reduced levels of trading in our common stock, and we would also become subject to additional states’ securities regulations in connection with any sales of our securities.

A sale of a significant portion of our total outstanding shares into the market may cause the market price of our common stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of our common stock in the public market could occur at any time, including pursuant to the ATM Program. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock.

We maintain a shelf registration statement on Form S-3 pursuant to which we may, from time to time, sell up to an aggregate of $4,025,821 of our common stock, preferred stock, debt securities, depositary shares, warrants, subscription rights, purchase contracts, or units, subject to the limitations of General Instruction I.B.6 of Form S-3 so long as the aggregate market value of our common stock held by non-affiliates is less than $75.0 million. We have also filed registration statements with the SEC to register shares of our common stock for certain stockholders who have rights, subject to certain conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders.

We have also filed registration statements with the SEC to register shares reserved for future issuance under our equity compensation plans. Registration of these shares under the Securities Act results in the shares becoming freely tradable in the public market, subject to the restrictions of Rule 144 in the case of our affiliates.

Any issuance of securities under the shelf registration statement may cause stockholders to experience significant dilution of their ownership interests and any sales of securities by us or our stockholders under the registration statements could have a material adverse effect on the market price for our common stock. Sales of our common stock pursuant to the exercise of registration rights may make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. These sales also could cause the trading price of our common stock to fall and make it more difficult for you to sell shares of our common stock at a time and price that you deem appropriate.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Securities Trading Plans of Directors and Executive Officers

During the fiscal quarter ended June 30, 2025, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.

Item 6. Exhibits.

The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q, or are incorporated herein by reference, in each case as indicated below.


Exhibit Number		Description
3.1		Amended and Restated Certificate of Incorporation of Urgent.ly Inc., as currently in effect (incorporated by reference from Annex B to the registrant’s Registration Statement on Form S-4 (File No. 333-271937) filed with the SEC on May 15, 2023).
3.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Urgent.ly Inc. (incorporated by reference from Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on March 13, 2025).
3.3		Bylaws of Urgent.ly Inc., as amended, as currently in effect (incorporated by reference from Annex C to the registrant’s Registration Statement on Form S-4 (File No. 333-271937) filed with the SEC on May 15, 2023).
10.1*†		Promotion Letter, dated May 27, 2025, by and between Urgent.ly Inc. and Michael H. Port.
10.2*		Advisor Agreement, dated June 6, 2025, by and between Urgent.ly Inc. and Timothy C. Huffmyer.
10.3		Sales Agreement, dated July 11, 2025, by and between Urgent.ly Inc. and A.G.P./Alliance Global Partners (incorporated by reference from Exhibit 1.1 to the registrant’s Current Report on Form 8-K filed on July 11, 2025).
31.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1#		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document with Embedded Linkbases Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

† Management contract or compensatory plan or arrangement.

# These exhibits are furnished with this Quarterly Report on Form 10-Q and are not deemed filed with the SEC and are not incorporated by reference in any filing of the registrant under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filings.

SIGNATURES

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 thereunto duly authorized.


	URGENT.LY INC.

Date: August 13, 2025	By:	/s/ Matthew Booth
		Matthew Booth
		Chief Executive Officer
		(Principal Executive and Financial Officer)

EX-10.1 2 uly-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

May 27, 2025

Michael Port

Re: Promotion to CFO

Dear Mike:

On behalf of Urgently Inc. ("Urgently”), we are so excited to offer you the position of Chief Financial Officer starting on June 6, 2025. We are confident that you will play a vital role in our long-term success in this new role!

This letter summarizes some of the important aspects of your new role with us.

You will report to Matthew Booth, CEO, or his designee, and you will work remotely. You will be responsible for the duties laid out in the job description associated with this position and such duties that are assigned to you from time to time.

Your base salary will be $300,000.00 annually which will be paid in bi-weekly installments of $11,538.46 less payroll deductions and withholdings. You will be paid every other Friday and a calendar of our paydays is attached.

You will be eligible to participate in the Company’s incentive compensation plan, which is administered by the Compensation Committee of our Board of Directors and is based on achievement of annual planned revenue and non-GAAP operating loss/income. It is contemplated, pursuant to such incentive compensation plan, that you will be eligible to earn an annual bonus of up to 30% of your base salary, prorated based on length of service during the relevant year, subject to your meeting objectives set by the Company and Board approval. The determination of whether you earned such objectives will be made by the Company’s Compensation Committee in its sole discretion. You shall not have a vested right in any bonus payment from the Company until final determination is made, as applicable, regarding the amount, if any, of such bonus. Any bonus paid to you shall be paid pursuant to the terms of the incentive compensation plan and shall be subject to standard federal and state withholdings requirements.

Subject to approval of our Board of Directors and pursuant to a restricted stock unit (RSU) agreement, you will be issued 5,000 RSUs, with each unit representing the right to receive one share of the Company’s common stock.

8609 Westwood Center Drive Suite 810 • Vienna, VA 22182 • www.geturgently.com

The RSUs will vest on a time-based schedule ending on February 1, 2026 as long as you are actively employed by the Company on the vesting date.

In addition, you will receive a bonus of $50,000.00 to be paid out in February of 2026. This bonus will be considered earned so long as you are actively employed and in good standing as of February 1, 2026.

In the event that your employment is terminated involuntarily without Cause prior to February 1, 2026, the bonus will be accelerated and paid to you in full within 30 days of your final day with the Company and your RSUs will accelerate vesting effective as of your final day with the Company, subject to your execution of the Company’s standard form severance agreement and release of claims. For this purpose, “Cause” means that the Company has determined in its sole discretion that you have engaged in any of the following: (i) a material breach of any covenant or condition under this letter agreement or any other agreement between the Company and you; (ii) any act constituting dishonesty, fraud, immoral or disreputable conduct; (iii) any conduct which constitutes a felony under applicable law; (iv) material violation of any Company policy or any act of misconduct; (v) refusal to follow or implement a clear and reasonable directive of Company; (vi) negligence or incompetence in the performance of your duties or failure to perform such duties in a manner satisfactory to the Company after the expiration of ten (10) days without cure after written notice of such failure; or (vii) breach of fiduciary duty.

Urgently is pleased to offer you approximately twelve (12) paid holidays a year. You may take a reasonable amount of paid time off (PTO), as long as it’s discussed and approved in advance by your manager and does not cause undue hardship on your team members and our company. Since PTO is not accrued, it is not paid out upon termination.

You will be eligible to participate on the same basis as similarly situated employees in our benefit plans and a high-level overview of the benefits we offer are included in this packet for your review. All matters of eligibility for coverage or benefits under any benefit plan shall be determined in accordance with the provisions of such plan. Urgently reserves the right to change, alter, or terminate any benefit plan.

Your employment with Urgently will continue to be “at will” which means that either you or we may terminate your employment at any time for any reason, with or without advance notice. Your employment is subject to our personnel policies and procedures and they may be interpreted, adopted, revised, or deleted from time to time at our sole discretion.

8609 Westwood Center Drive Suite 810 • Vienna, VA 22182 • www.geturgently.com

By signing this letter, you acknowledge that the terms described in this letter, together with the Proprietary Information, Inventions, Non-Solicitation and Non-Competition Agreement, set forth the entire understanding between us and supersedes any prior representations or agreements, whether written or oral; there are no terms, conditions, representations, warranties or covenants other than those contained herein. No term or provision of this letter may be amended waived, released, discharged or modified except in writing, signed by you and an authorized officer of Urgently Inc., except that the Company may, in its sole discretion, adjust salaries, incentive compensation, stock plans, benefits, job titles, locations, duties, responsibilities, and reporting relationships.

This is an exciting time for our business and for our industry and we are so excited to have you join our team and contribute your talents to our growth!

Please accept this offer by signing and dating below and returning within 7 days.

Sincerely,

/s/ Matthew Booth Date: May 28, 2025

Matthew Booth

Chief Executive Officer

ACCEPTED AND AGREED TO:

Name: /s/ Michael Port

Date: May 28, 2025

8609 Westwood Center Drive Suite 810 • Vienna, VA 22182 • www.geturgently.com

EX-10.2 3 uly-ex10_2.htm EX-10.2 EX-10.2

Exhibit 10.2

URGENT.LY INC.

ADVISOR AGREEMENT

This Advisor Agreement (this “Agreement”) is made and entered into by and between Urgent.ly, Inc. (the “Company”), and Timothy Huffmyer (“Advisor”) (each herein referred to individually as a “Party,” or collectively as the “Parties”).

The Company desires to retain Advisor as an independent contractor to perform advising services for the Company, and Advisor is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the Parties agree as follows:

Services and Compensation

Advisor shall perform the services described in Exhibit A (the “Services”) for the Company (or its designee), and the Company agrees to pay Advisor the compensation described in Exhibit A for Advisor’s performance of the Services.

Confidentiality

Definition of Confidential Information. “Confidential Information” means any information (including any and all combinations of individual items of information) that relates to the actual or anticipated business and/or products, research or development of the Company, its affiliates or subsidiaries, or to the Company’s, its affiliates’ or subsidiaries’ technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding the Company’s, its affiliates’ or subsidiaries’ products or services and markets therefor, customer lists and customers (including, but not limited to, customers of the Company on whom Advisor called or with whom Advisor became acquainted during the term of this Agreement), software, developments, inventions, discoveries, ideas, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by the Company, its affiliates or subsidiaries, either directly or indirectly, in writing, orally or by drawings or inspection of premises, parts, equipment, or other property of the Company, its affiliates or subsidiaries. Notwithstanding the foregoing, Confidential Information shall not include any such information which Advisor can establish (i) was publicly known or made generally available prior to the time of disclosure to Advisor; (ii) becomes publicly known or made generally available after disclosure to Advisor through no wrongful action or inaction of Advisor; or (iii) is in the rightful possession of Advisor, without confidentiality obligations, at the time of disclosure as shown by Advisor’s then-contemporaneous written records; provided that any combination of individual items of information shall not be deemed to be within any of the foregoing exceptions merely because one or more of the individual items are within such exception, unless the combination as a whole is within such exception.

Nonuse and Nondisclosure. During and after the term of this Agreement, Advisor will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Advisor will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the Company, or (ii) subject to Advisor’s right to engage in Protected Activity (as defined below) disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the Company, except that Advisor may disclose Confidential Information to the extent compelled by applicable law; provided however, prior to such disclosure, Advisor shall provide prior written notice to the Company and seek a protective order or such similar confidential protection as may be available under applicable law.

Advisor agrees that no ownership of Confidential Information is conveyed to the Advisor. Without limiting the foregoing, Advisor shall not use or disclose any Company property, intellectual property rights, trade secrets or other proprietary know-how of the Company to invent, author, make, develop, design, or otherwise enable others to invent, author, make, develop, or design identical or substantially similar designs as those developed under this Agreement for any third party. Advisor agrees that Advisor’s obligations under this Section 2.B shall continue after the termination of this Agreement.

Other Client Confidential Information. Advisor agrees that Advisor will not improperly use, disclose, or induce the Company to use any proprietary information or trade secrets of any former or current employer of Advisor or other person or entity with which Advisor has an obligation to keep in confidence. Advisor also agrees that Advisor will not bring onto the Company’s premises or transfer onto the Company’s technology systems any unpublished document, proprietary information, or trade secrets belonging to any third party unless disclosure to, and use by, the Company has been consented to in writing by such third party.

Third Party Confidential Information. Advisor recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Advisor agrees that at all times during the term of this Agreement and thereafter, Advisor owes the Company and such third parties a duty to hold all such confidential or proprietary information in the strictest confidence and not to use it or to disclose it to any person, firm, corporation, or other third party except as necessary in carrying out the Services for the Company consistent with the Company’s agreement with such third party.

E. Company Obligation to Limit Access. The Company shall ensure that any Confidential Information shared with or made accessible to the Advisor is limited to what is necessary for the Advisor to perform the Services.

Ownership

Ownership of Work Product. Advisor agrees that all right, title, and interest in and to any work product prepared by Advisor, solely or in collaboration with others, during the term of this Agreement and solely to the extent arising out of his performance of the Services under this Agreement (collectively, “Work Product”), are the sole property of the Company.

Maintenance of Records. Advisor agrees to keep and maintain adequate, current, accurate, and authentic written records of all Work Product made by Advisor (solely or jointly with others) during the term of this Agreement. The records will be in the form of notes or electronic files, reports, or any other format that is customary given the nature of the Services. Such records are and remain the sole property of the Company at all times and upon the Company’s request, Advisor shall deliver (or cause to be delivered) the same.

Conflicting Obligations

Advisor represents and warrants that Advisor has no agreements, relationships, or commitments to any other person or entity that conflict with the provisions of this Agreement, Advisor’s obligations to the Company under this Agreement, and/or Advisor’s ability to perform the Services. For the avoidance of doubt, Advisor has disclosed that during the Term of this Agreement he will serve as a full-time employee in an executive capacity of an unrelated entity and the Company agrees that such full time employment is not a conflict.

5. Return of Company Materials Upon the termination of this Agreement, or upon the Company’s earlier request, Advisor will immediately deliver to the Company, and will not keep in Advisor’s possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to, Confidential Information, tangible embodiments of the Work Product, all devices and equipment belonging to the Company, all electronically-stored information and passwords to access such property, those records maintained pursuant to Section 3.D and any reproductions of any of the foregoing items that Advisor may have in Advisor’s possession or control, except as otherwise approved by the Company’s Chief Executive Officer. 6. Term and Termination A. Term. The term of this Agreement will begin on the Effective Date (as defined below) of this Agreement and will continue until the earlier of (i) October 31, 2025 or (ii) termination as provided in Section 6.B. B. Termination. Either Party may terminate this Agreement upon giving the other Party fourteen (14) days prior written notice of such termination pursuant to Section 12.G of this Agreement. In addition, either Party may terminate this Agreement immediately and without prior notice the other Party is in breach of any material provision of this Agreement, or in the case of the Company if Advisor refuses to or is unable to perform the Services. C. Survival. Upon any termination, all rights and duties of the Company and Advisor toward each other shall cease except: (1) The Company will pay, within thirty (30) days after the effective date of termination, all amounts owing to Advisor for Services completed prior to the termination date and related reimbursable expenses, if any, submitted in accordance with the Company’s policies; and (2) Section 2 (Confidentiality), Section 3 (Ownership), Section 4 (Conflicting Obligations), Section 5 (Return of Company Materials), Section 6 (Term and Termination), Section 7 (Independent Contractor; Benefits), Section 8 (Indemnification), Section 9 (Nonsolicitation), Section 10 (Limitation of Liability), Section 11 (Arbitration and Equitable Relief), and Section 12 (Miscellaneous) will survive termination or expiration of this Agreement in accordance with their terms. 7. Independent Contractor; Benefits A. Independent Contractor. It is the express intention of the Company and Advisor that Advisor perform the Services as an independent contractor to the Company. Nothing in this Agreement shall in any way be construed to constitute Advisor as an agent, employee or representative of the Company. Without limiting the generality of the foregoing, Advisor is not authorized to bind the Company to any liability or obligation or to represent that Advisor has any such authority. Advisor acknowledges and agrees that Advisor is obligated to report as income all compensation received by Advisor pursuant to this Agreement. Advisor agrees to and acknowledges the obligation to pay all self-employment and other taxes on such income.

Benefits. The Company and Advisor agree that Advisor will receive no Company-sponsored benefits from the Company where benefits include, but are not limited to, paid vacation, sick leave, medical insurance and 401k participation. If Advisor is reclassified by a state or federal agency or court as the Company’s employee, Advisor will become a reclassified employee and will receive no benefits from the Company, except those mandated by state or federal law, even if by the terms of the Company’s benefit plans or programs of the Company in effect at the time of such reclassification, Advisor would otherwise be eligible for such benefits.

Indemnification

The Company shall indemnify, defend, and hold harmless the Advisor, his heirs, executors, administrators, and assigns, from and against any and all claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of or resulting from the Advisor’s performance of Services under this Agreement, except to the extent that such claims, liabilities, losses, damages, or expenses are caused by the gross negligence or willful misconduct of the Advisor.

Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EXCEPT FOR COMPANY’S OBLIGATION TO PAY THE FULL AMOUNT OF FEES DUE HEREUNDER, WHICH SHALL NOT BE LIMITED, IN NO EVENT SHALL EITHER PARTY’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY THE COMPANY TO ADVISOR UNDER THIS AGREEMENT FOR THE SERVICES, DELIVERABLES OR INVENTION GIVING RISE TO SUCH LIABILITY.

10.

Arbitration and Equitable Relief

Arbitration.IN CONSIDERATION OF ADVISOR’S PERFORMANCE OF SERVICES FOR THE COMPANY AS SET OUT IN THIS AGREEMENT AND ADVISOR’S RECEIPT OF THE COMPENSATION FOR THE SERVICES, THE PARTIES AGREE THAT ANY AND ALL CONTROVERSIES, CLAIMS, OR DISPUTES WITH ANYONE (INCLUDING THE COMPANY AND ANY EMPLOYEE, OFFICER, DIRECTOR, SHAREHOLDER OR BENEFIT PLAN OF THE COMPANY IN THEIR CAPACITY AS SUCH OR OTHERWISE) ARISING OUT OF, RELATING TO, OR RESULTING FROM THIS AGREEMENT OR THE TERMINATION OF THIS AGREEMENT, INCLUDING ANY BREACH OF THIS AGREEMENT, SHALL BE SUBJECT TO BINDING ARBITRATIONUNDER THE FEDERAL ARBITRATION ACT (THE “FAA”) AND THAT THE FAA SHALL GOVERN AND APPLY TO THIS ARBITRATION AGREEMENT WITH FULL FORCE AND EFFECT.ADVISOR FURTHER AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, ADVISOR MAY BRING ANY ARBITRATION PROCEEDING ONLY IN ADVISOR’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, REPRESENTATIVE, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE LAWSUIT OR PROCEEDING.THE PARTIES AGREE TO ARBITRATE ANY AND ALL COMMON LAW AND/OR STATUTORY CLAIMS UNDER LOCAL, STATE, OR FEDERAL LAW, INCLUDING, BUT NOT LIMITED TO, CLAIMS UNDER THE PENNSYLVANIA LABOR LAWS, CLAIMS RELATING TO EMPLOYMENT OR INDEPENDENT CONTRACTOR STATUS, CLASSIFICATION, AND RELATIONSHIP BETWEEN THE PARTIES, AND CLAIMS OF BREACH OF CONTRACT, EXCEPT AS PROHIBITED BY LAW. ADVISOR ALSO AGREES TO ARBITRATE ANY AND ALL DISPUTES ARISING OUT OF OR RELATING TO THE INTERPRETATION OR APPLICATION OF THIS AGREEMENT TO ARBITRATE, BUT NOT TO DISPUTES ABOUT THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THIS AGREEMENT TO ARBITRATE OR ANY PORTION HEREOF OR THE CLASS, COLLECTIVE AND REPRESENTATIVE PROCEEDING WAIVER HEREIN. WITH RESPECT TO ALL SUCH CLAIMS AND DISPUTES THAT EACH PARTY AGREES TO ARBITRATE, ADVISOR HEREBY EXPRESSLY AGREES TO WAIVE, AND DOES WAIVE, ANY RIGHT TO A TRIAL BY JURY.

Procedure. ANY ARBITRATION WILL BE ADMINISTERED BY JAMS PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES (THE “JAMS RULES”), WHICH ARE AVAILABLE ATHTTP://WWW.JAMSADR.COM/RULES-EMPLOYMENT-ARBITRATION/. THE USE OF THE JAMS RULES DOES NOT CHANGE ADVISOR’S CLASSIFICATION TO THAT OF AN EMPLOYEE. TO THE CONTRARY, THE PARTIES REAFFIRM THAT ADVISOR IS AN INDEPENDENT CONTRACTOR. THE ARBITRATION SHALL BE BEFORE A SINGLE ARBITRATOR WHO SHALL BE A FORMER FEDERAL OR STATE COURT JUDGE. THE ARBITRATION SHALL APPLY THE FEDERAL RULES OF CIVIL PROCEDURE, EXCEPT TO THE EXTENT SUCH RULES CONFLICT WITH THE JAMS RULES. EXCEPT AS OTHERWISE PROVIDED IN SECTION 8, THE PARTIES TO THE ARBITRATION SHALL EACH PAY AN EQUAL SHARE OF THE COSTS AND EXPENSES OF SUCH ARBITRATION (“ARBITRATION COSTS”), EXCEPT AS PROHIBITED BY LAW. EXCEPT AS OTHERWISE PROVIDED IN SECTION 8, EACH PARTY SHALL SEPARATELY PAY ITS RESPECTIVE ATTORNEYS’ FEES AND COSTS. IN THE EVENT THAT JAMS FAILS, REFUSES, OR OTHERWISE DOES NOT ENFORCE THE AFOREMENTIONED ARBITRATION COSTS SHARING PROVISION, EITHER PARTY MAY COMMENCE AN ACTION TO RECOVER SUCH AMOUNTS AGAINST THE NON-PAYING PARTY IN COURT AND THE NON-PAYING PARTY SHALL REIMBURSE THE MOVING PARTY FOR THE ATTORNEYS’ FEES AND COSTS INCURRED IN CONNECTION WITH SUCH ACTION. ADVISOR AGREES THAT THE ARBITRATOR SHALL CONSIDER AND SHALL HAVE THE POWER TO DECIDE ANY MOTIONS BROUGHT BY ANY PARTY TO THE ARBITRATION, INCLUDING MOTIONS FOR SUMMARY JUDGMENT AND/OR ADJUDICATION, AND MOTIONS TO DISMISS, PRIOR TO ANY ARBITRATION HEARING. ADVISOR AGREES THAT THE ARBITRATOR SHALL ISSUE A WRITTEN DECISION ON THE MERITS. ADVISOR ALSO AGREES THAT THE ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES AVAILABLE UNDER APPLICABLE LAW. ADVISOR AGREES THAT THE DECREE OR AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED AS A FINAL AND BINDING JUDGMENT IN ANY COURT HAVING JURISDICTION THEREOF. THE ARBITRATOR SHALL APPLY SUBSTANTIVE PENNSYLVANIA LAW TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE TO RULES OF CONFLICT OF LAW. TO THE EXTENT THAT THE JAMS RULES CONFLICT WITH SUBSTANTIVE PENNSYLVANIA LAW, PENNSYLVANIA LAW SHALL TAKE PRECEDENCE. ARBITRATION UNDER THIS AGREEMENT SHALL BE CONDUCTED IN PITTSBURGH, PENNSYLVANIA.

Remedy.EXCEPT AS PROHIBITED BY LAW OR PROVIDED BY THIS AGREEMENT, ARBITRATION SHALL BE THE SOLE, EXCLUSIVE AND FINAL REMEDY FOR ANY DISPUTE BETWEEN ADVISOR AND THE COMPANY. ACCORDINGLY, EXCEPT AS PROVIDED BY LAW OR THIS AGREEMENT, NEITHER ADVISOR NOR THE COMPANY WILL BE PERMITTED TO PURSUE COURT ACTION REGARDING CLAIMS THAT ARE SUBJECT TO ARBITRATION.

NOTWITHSTANDING, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO DISREGARD OR REFUSE TO ENFORCE ANY LAWFUL COMPANY POLICY, AND THE ARBITRATOR SHALL NOT ORDER OR REQUIRE THE COMPANY TO ADOPT A POLICY NOT OTHERWISE REQUIRED BY LAW WHICH THE COMPANY HAS NOT ADOPTED.

Availability of Injunctive Relief.EITHER PARTY MAY ALSO PETITION THE COURT FOR INJUNCTIVE RELIEF WHERE EITHER PARTY ALLEGES OR CLAIMS A VIOLATION OF ANY AGREEMENT REGARDING TRADE SECRETS, OR CONFIDENTIAL INFORMATION, OR A BREACH OF ANY RESTRICTIVE COVENANT. IN THE EVENT EITHER PARTY SEEKS INJUNCTIVE RELIEF, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER REASONABLE COSTS AND ATTORNEYS’ FEES.

Administrative Relief.ADVISOR UNDERSTANDS THAT THIS AGREEMENT DOES NOT PROHIBIT ADVISOR FROM PURSUING AN ADMINISTRATIVE CLAIM WITH A LOCAL, STATE OR FEDERAL ADMINISTRATIVE BODY SUCH AS THE PENNSYLVANIA HUMAN RELATIONS COMMISSION, THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION, THE NATIONAL LABOR RELATIONS BOARD, OR THE WORKERS’ COMPENSATION BOARD. THIS AGREEMENT DOES, HOWEVER, PRECLUDE ADVISOR FROM PURSUING COURT ACTION REGARDING ANY SUCH CLAIM, EXCEPT AS PERMITTED BY LAW.

Voluntary Nature of Agreement.ADVISOR ACKNOWLEDGES AND AGREES THAT ADVISOR IS EXECUTING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE BY THE COMPANY OR ANYONE ELSE. ADVISOR FURTHER ACKNOWLEDGES AND AGREES THAT ADVISOR HAS CAREFULLY READ THIS AGREEMENT AND THAT ADVISOR HAS ASKED ANY QUESTIONS NEEDED FOR ADVISOR TO UNDERSTAND THE TERMS, CONSEQUENCES AND BINDING EFFECT OF THIS AGREEMENT AND FULLY UNDERSTAND IT, INCLUDING THATADVISOR IS WAIVING ADVISOR’S RIGHT TO A JURY TRIAL. FINALLY, ADVISOR AGREES THAT ADVISOR HAS BEEN PROVIDED AN OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY OF ADVISOR’S CHOICE BEFORE SIGNING THIS AGREEMENT.

11.

Miscellaneous

Governing Law. With the exception of the arbitration requirements set forth herein, this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to the conflicts of law provisions of any jurisdiction.

Assignability. Neither Party shall assign this Agreement or any of its rights or obligations hereunder without the other Party’s express written consent. Except to the extent prohibited by this Section 11(B), this Agreement will be binding upon and inure to the benefit of the Parties’ respective successors and assigns. Notwithstanding anything to the contrary herein, the Company may assign this Agreement and its rights and obligations under this Agreement to any successor to all or substantially all of the Company’s relevant assets, whether by merger, consolidation, reorganization, reincorporation, sale of assets or stock, change of control or otherwise.

Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter herein and supersedes all prior written and oral agreements, discussions, or representations between the Parties. Each Party represents and warrants that such Party is not relying on any statement or representation not contained in this Agreement.

To the extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement, the terms of this Agreement shall control unless otherwise expressly agreed by the Parties in such exhibit or schedule.

Headings. Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement.

Severability. If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.

Modification, Waiver. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in a writing signed by the Parties. Waiver by the Company of a breach of any provision of this Agreement will not operate as a waiver of any other or subsequent breach.

Notices. Any notice or other communication required or permitted by this Agreement to be given to a Party shall be in writing and shall be deemed given (i) if delivered personally or by commercial messenger or courier service, (ii) when sent by email (so long as such email is not returned as undelivered), or (iii) if mailed by U.S. registered or certified mail (return receipt requested) or delivered by recognized express courier (e.g., FedEx, UPS), to the Party at the Party’s address written below or at such other address as the Party may have previously specified by like notice. If by mail, delivery shall be deemed effective three business days after mailing in accordance with this Section 12.G. If by express courier, delivery shall be deemed effective upon delivery (as demonstrated by the tracking record of such express courier), and if by email, delivery shall be deemed effective as of the date it is sent.

(1)

If to the Company, to:

8609 Westwood Center Drive, Suite 810

Vienna, VA 22182

Attention: Chief Executive Officer

(2)

If to Advisor, to the address for notice on the signature page to this Agreement or, if no such address is provided, to the last address of Advisor provided by Advisor to the Company.

Attorneys’ Fees. Except as otherwise provided in Section 8, in any court action at law or equity that is brought by one of the Parties to this Agreement to enforce or interpret the provisions of this Agreement, the prevailing Party will be entitled to reasonable attorneys’ fees, in addition to any other relief to which that Party may be entitled.

Signatures. This Agreement may be signed in two counterparts, each of which shall be deemed an original, with the same force and effectiveness as though executed in a single document.

Effective Date. Once this Agreement and Exhibit A have been executed by the Parties, this Agreement will be considered to have taken effect as of June 6, 2025 (the “Effective Date”).

Protected Activity Not Prohibited. Advisor understands that nothing in this Agreement shall in any way limit or prohibit Advisor from filing a charge or complaint with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission (“Government Agencies”), without giving notice to, or receiving authorization from, the Company.

In addition, Advisor understands that nothing in this Agreement, including its definition of Confidential Information, prevents Advisor from discussing or disclosing information about unlawful acts, such as harassment or discrimination or any other conduct that Advisor has reason to believe is unlawful. Notwithstanding the preceding, Advisor agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information that does not involve unlawful acts or the activity otherwise protected herein. Advisor further understands that Advisor is not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. Pursuant to the Defend Trade Secrets Act of 2016, Advisor is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

IN WITNESS WHEREOF, the Parties hereto have executed this Advisor Agreement as of the date first written above.

ADVISOR URGENT.LY, INC.

By: /s/ Timothy Huffmyer By: /s/ Matt Booth

Name: Timothy Huffmyer Name: Matt Booth

Title: Chief Executive Officer

Address for Notice:

Email address:

Exhibit 10.2

EXHIBIT A

SERVICES AND COMPENSATION

Contact. Advisor’s principal Company contact:

Name: Matt Booth

Title: Chief Executive Officer

Email: ____

Phone:

Services. The Services will comprise the following:

Advisor will provide transitional services as reasonably requested by the Company’s Chief Executive Officer with time not expect to exceed 4 hours per week and specific to the following topics:

Banking support until designated signors can be changed over;

Serve as a Director for the Otonomo entities until new directors can be appointed;

Provide support for tax and accounting compliance support for the Otonomo entities;

Provide historical support and context to the Company’s Chief Executive Officer, Chief Financial Officer and general & administrative teams; and

Provide historical support and context with respect to such other matters as the Parties shall mutually agree.

Advisor will not hold himself out as an employee, officer or director of the Company and will have no authority to act or communicate with third parties on the Company’s behalf nor to bind the Company to any obligations.

Compensation.

The Company will pay Advisor $250.00 per hour, except that Advisor will not be paid for more than four (4) hours per week.

The Company will reimburse Advisor, in accordance with Company policy, for all reasonable expenses incurred by Advisor in performing the Services pursuant to this Agreement, if Advisor receives written consent from an authorized agent of the Company prior to incurring such expenses and submits receipts for such expenses to the Company in accordance with Company policy.

Monthly, Advisor shall submit to the Company a written invoice for Services and expenses, and such statement shall be subject to the approval of the contact person listed above or other designated agent of the Company.

The Company will remit payment for properly submitted and approved invoices within thirty (30) days following invoice submission. In order to help prevent adverse tax consequences to Advisor under Section 409A (as defined below), in no event will any payment under Section 3.A. of this Exhibit be made later than the later of (1) March 15th of the calendar year following the calendar year in which such payment was earned, or (2) the 15th day of the third (3rd) month following the end of the Company’s fiscal year in which such payment was earned.

All payments and benefits provided for under this Agreement are intended to be exempt from or otherwise comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder (together, “Section 409A”), so that none of the payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. In no event will the Company reimburse Advisor for any taxes that may be imposed on Advisor as a result of Section 409A.

This Exhibit A is accepted and agreed upon as of the Effective Date.

ADVISOR URGENT.LY, INC.

By: /s/ Timothy Huffmyer By: /s/ Matt Booth

Name: Timothy Huffmyer Name: Matt Booth

Title: Chief Executive Officer

EX-31.1 4 uly-ex31_1.htm EX-31.1 EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Matthew Booth, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Urgent.ly Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 13, 2025	By:	/s/ Matthew Booth
		Matthew Booth
		Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)

EX-32.1 5 uly-ex32_1.htm EX-32.1 EX-32.1

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Urgent.ly Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matthew Booth, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: August 13, 2025	By:	/s/ Matthew Booth
		Matthew Booth
		Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)