Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 March 31, 2024


☐	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.)
8609 Westwood Center Drive, Suite 810 Vienna, VA	22182
(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 May 10, 2024, the registrant had 13,422,435 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 Income (Loss)	2
	Unaudited Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (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	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	24

PART II.	OTHER INFORMATION	26

Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	26
Signatures		28

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 Customer Partners (as defined below), 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 the mobility assistance industry and the impact of artificial intelligence (“AI”);

•

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 recent 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, including Hamas’ attack against Israel and the ensuing war, on our business;

•

our ability to comply with the terms of our existing credit facilities and any new debt obligations;

•

our history of defaulting on certain financial, reporting and other covenants under our Structural Loan Agreement and the Highbridge Loan Agreement (together, the “Loan Agreements”) and our ability to obtain compliance waivers with respect to such covenant defaults in the future;

•

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 ability to integrate successfully and realize the anticipated benefits of the Merger (as defined below);

•

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 becoming a reporting company by means other than a traditional underwritten initial public offering, which could cause our stockholders to face additional risks and uncertainties.

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 29, 2024 (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)


	March 31, 2024			December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	33,883		$	37,699
Restricted cash		359			557
Short-term deposits		—			10,539
Marketable securities		6,505			20,816
Accounts receivable, net of allowance for expected losses of $170 and $27 in 2024 and 2023, respectively		25,719			33,905
Prepaid expenses and other current assets		3,335			4,349
Total current assets		69,801			107,865
Right-of-use assets		2,267			2,437
Property and equipment, net of accumulated depreciation of $1,194 and $938 in 2024 and 2023, respectively		679			871
Capitalized software costs, net of accumulated amortization of $11 and $887 in 2024 and 2023, respectively		1,304			—
Intangible assets, net		8,431			9,283
Other non-current assets		886			738
Total assets	$	83,368		$	121,194

Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$	4,073		$	4,478
Accrued expenses		26,693			22,274
Deferred revenue, current		382			456
Current lease liabilities		677			710
Current portion of long-term debt, net		52,307			3,193
Total current liabilities		84,132			31,111
Long-term lease liabilities		1,890			2,045
Long-term debt, net		—			66,076
Other long-term liabilities		39			12,358
Total liabilities		86,061			111,590
Stockholders’ equity (deficit):
Common stock, par value $0.001; 1,000,000,000 shares authorized, 13,414,185 and 13,311,927 issued and outstanding in 2024 and 2023, respectively		13			13
Additional paid-in capital		165,496			164,920
Accumulated deficit		(167,784	)		(154,769	)
Accumulated other comprehensive loss		(418	)		(560	)
Total stockholders’ equity (deficit)		(2,693	)		9,604
Total liabilities and stockholders’ equity (deficit)	$	83,368		$	121,194

See accompanying notes to the unaudited condensed consolidated financial statements.

URGENT.LY INC.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(in thousands, except share and per share data)

(unaudited)


	Three Months Ended March 31,
	2024			2023
Revenue	$	40,092		$	49,578
Cost of revenue (excluding depreciation and amortization)		30,741			40,319
Gross profit		9,351			9,259
Operating expenses:
Research and development		4,243			3,742
Sales and marketing		2,019			1,072
Operations and support		4,321			7,201
General and administrative		6,014			7,480
Depreciation and amortization		1,102			72
Total operating expenses		17,699			19,567
Operating loss		(8,348	)		(10,308	)
Other income (expense), net:
Interest expense		(4,152	)		(10,951	)
Interest income		363			—
Change in fair value of derivative liability		—			(111	)
Change in fair value of warrant liability		—			3,633
Change in fair value of contingent purchase consideration		821			—
Loss on partial debt extinguishment		(1,405	)		—
Other expense		(255	)		(11	)
Total other expense, net		(4,628	)		(7,440	)
Loss before income taxes		(12,976	)		(17,748	)
Provision for income taxes		39			—
Net loss attributable to common stockholders	$	(13,015	)	$	(17,748	)
Other comprehensive income:
Foreign currency translation adjustments		132			—
Unrealized gains on marketable securities		10			—
Other comprehensive income		142			—
Comprehensive loss	$	(12,873	)	$	(17,748	)

Loss per share attributable to common stockholders:
Basic and diluted	$	(0.97	)	$	(114.66	)

Weighted average shares outstanding:
Basic and diluted		13,359,317			154,786

See accompanying notes to the unaudited condensed consolidated financial statements.

URGENT.LY INC.

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(in thousands, except share data)

(unaudited)


															Accumulated
	Redeemable Convertible								Additional						Other			Total
	Preferred Stock Series C				Common Stock				Paid-In			Accumulated			Comprehensive			Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Loss			Equity (Deficit)
Balance, December 31, 2023		—	$	—		13,311,927	$	13	$	164,920		$	(154,769	)	$	(560	)	$	9,604
Vesting of stock-based awards, net of shares withheld for taxes		—		—		102,258		—		(142	)		—			—			(142	)
Stock-based compensation expense		—		—		—		—		718			—			—			718
Comprehensive income (loss)		—		—		—		—		—			(13,015	)		142			(12,873	)
Balance, March 31, 2024		—	$	—		13,414,185	$	13	$	165,496		$	(167,784	)	$	(418	)	$	(2,693	)

Balance, December 31, 2022		157,395	$	46,334		154,786	$	—	$	48,327		$	(229,498	)	$	—		$	(181,171	)
Stock-based compensation expense		—		—		—		—		77			—			—			77
Comprehensive loss		—		—		—		—		—			(17,748	)		—			(17,748	)
Balance, March 31, 2023		157,395	$	46,334		154,786	$	—	$	48,404		$	(247,246	)	$	—		$	(198,842	)

See accompanying notes to the unaudited condensed consolidated financial statements.

URGENT.LY INC.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2024			2023
Cash flows from operating activities:
Net loss	$	(13,015	)	$	(17,748	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,102			72
Amortization of right-of-use assets		170			169
Amortization of costs to obtain contracts		22			25
Amortization of costs to fulfill contracts		12			12
Amortization of deferred financing fees		152			342
Stock-based compensation		718			77
Bad debt expense		143			—
Foreign currency gain		(35	)		—
Interest receivable on investments		(257	)		—
Loss on partial debt extinguishment		1,405			—
Loss on disposal of property, equipment and software		22			—
Change in fair value of derivative, warrant, and contingent consideration liabilities		(821	)		(3,522	)
Noncash interest expense		1,921			8,722
Changes in operating assets and liabilities:
Accounts receivable		8,041			3,514
Prepaid expenses and other current assets		1,142			869
Other assets		(183	)		—
Accounts payable		(404	)		4,487
Accrued expenses		2,732			7,204
Deferred revenue		(72	)		(287	)
Lease liabilities		(188	)		(182	)
Long-term liabilities		(12,319	)		(4,770	)
Net cash used in operating activities		(9,712	)		(1,016	)
Cash flows from investing activities:
Purchases of property, equipment and software		(73	)		(61	)
Investment in capitalized software		(1,315	)		—
Proceeds from short-term deposits and sale of marketable securities		25,117			—
Net cash provided by (used in) investing activities		23,729			(61	)
Cash flows from financing activities:
Repayment of term loan		(17,500	)		—
Payments of deferred financing fees		(566	)		—
Proceeds from issuance of convertible notes payable		—			2,450
Net cash provided by (used in) financing activities		(18,066	)		2,450
Effect of exchange rate changes on cash, cash equivalents and restricted cash		35			—
Net increase (decrease) in cash, cash equivalents and restricted cash		(4,014	)		1,373
Cash, cash equivalents and restricted cash, beginning of period		38,256			7,407
Cash, cash equivalents and restricted cash, end of period	$	34,242		$	8,780


Supplemental disclosure of cash flow information:
Cash paid for interest	$	1,969	$	1,885
Cash paid for income taxes	$	119	$	—
Supplemental noncash investing and financing activities:
Derivative liability resulting from term loan amendment	$	—	$	492

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 July 28, 2023, the Company amended its Certificate of Incorporation to effect a 1-for-90 reverse stock split of its common stock (“Common Stock”) and Series C preferred stock. 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 $167,784 as of March 31, 2024 and an operating loss of $8,348 for the three months ended March 31, 2024.

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 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.

The Company completed its acquisition of Otonomo Technologies Ltd. (“Otonomo”) on October 19, 2023. The transaction consisted of the acquisition of the Otonomo business, employees, revenue contracts, technology and net assets, including approximately $100,000 of cash, cash equivalents, and short-term investments, net of estimated transaction costs. The additional cash is expected to fund strategic growth initiatives and daily operations for the combined Company, and to pay down debt as required. Although a portion of this cash is available to the Company, as the Company continues to assess its capital asset plans related to the current outstanding debt, the Company believes that its cash, cash equivalents and marketable securities of $40,747 at March 31, 2024 may not be sufficient to fund operations beyond twelve months from the date of issuance of these condensed consolidated financial statements. This has led management to conclude that substantial doubt about the Company’s ability to continue as a going concern exists.

In the event the Company is unable to successfully raise additional equity or debt or refinance its existing debt during the next twelve months from the date of issuance of the condensed consolidated financial statements, the Company will 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.

Restructuring

In the first quarter of 2024, the Company undertook actions to eliminate redundant employees primarily in Israel and the United States in an effort to reduce operating expenses, resulting in a decrease of 25 employees, or 7% of the Company’s total employees as of December 31, 2023. During the second quarter of 2024, the Company continued actions to eliminate redundant employees resulting in a decrease of an additional 38 employees, or approximately 12% of the Company’s total employees as of March 31, 2024. These actions resulted in restructuring charges totaling $699 for the three months ended March 31, 2024.

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, 2023 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., and Urgently Canada Technologies ULC for all periods, and Otonomo Technologies Ltd. and its wholly-owned subsidiaries for periods subsequent to the Merger on October 19, 2023. All significant intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation

The accompanying condensed consolidated balance sheet as of March 31, 2024 and the condensed consolidated statements of operations and comprehensive income (loss), redeemable convertible preferred stock and stockholders’ equity (deficit), and cash flows for the three months ended March 31, 2024 and 2023 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 March 31, 2024 and its results of operations, changes in redeemable convertible preferred stock and stockholders’ equity (deficit) and cash flows for the three months ended March 31, 2024 and 2023.

The results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2024. The condensed consolidated balance sheet at December 31, 2023 was derived from audited financial statements for the year ended December 31, 2023 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, 2023, 2022 and 2021 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 March 31, 2024 and 2023, 54% and 59% of revenue was earned from three customers. At March 31, 2024 and December 31, 2023, 63% and 56% of accounts receivable was due from four and three customers, respectively.

Capitalized Software

The Company incurred 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 three months ended March 31, 2024, the Company amended its term loans (see Note 8).

Segment Reporting

The Company has determined that its Chief Executive Officer is its chief operating decision maker. The Company’s Chief Executive Officer reviews financial information presented on a consolidated basis for the purpose 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.

New Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. The guidance is effective for the fiscal year ending December 31, 2024, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and disclosures.

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 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. Business Combinations

On October 19, 2023, the Company completed the acquisition of Otonomo Technologies Ltd. (“Otonomo”) in accordance with the terms of the Merger Agreement, by and among the Company, Otonomo, and U.O Odyssey Merger Sub Ltd., a company organized under the laws of the State of Israel and a direct wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which and subject to the terms and conditions thereof, Merger Sub merged with and into Otonomo, with Otonomo surviving as a direct wholly owned subsidiary of the Company to continue to be governed by Israeli law (the “Merger”).

Otonomo provides an automotive data service platform enabling car manufacturers, drivers, insurance carriers and service providers to be part of a connected ecosystem as well as mobility intelligence which transforms vast amounts of anonymized data and activity signals into actionable, impactful, and valuable insights.

Otonomo contributed revenues of $1,638 and a net loss of $1,829 to the Company for the period from January 1, 2024 through March 31, 2024. Unaudited pro forma results of operations for the three months ended March 31, 2024 and 2023 are included below as if the acquisition of Otonomo occurred on January 1, 2023. This summary of the unaudited pro forma results of operations is not necessarily indicative of what the Company’s results of operations would have been had Otonomo been acquired at the beginning of 2023, nor does it purport to represent results of operations for any future periods.


	Three Months Ended March 31,
	2024			2023
Revenues	$	40,092		$	51,417
Net loss		(13,015	)		(57,863	)

Approximately $34,207 of acquisition-related costs are reflected in pro forma net loss for the three months ended March 31, 2023 in the table above.

4. 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 roadside assistance services.

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 March 31,
	2024		2023
Full-service outsourcing—flat rate	$	38,150	$	48,688
Full-service outsourcing—claim cost pass-through		3		3
Membership		145		772
Software licensing arrangements		1,335		101
Professional services		459		14
	$	40,092	$	49,578

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 consolidated statements of operations and comprehensive income (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 consolidated statements of operations and comprehensive income (loss). The expected period of benefit is determined using the initial contract term.


	2024			2023
Contract assets as of January 1	$	233		$	370
Additional contract costs to fulfill		272			—
Amortization of contract costs to obtain		(22	)		(25	)
Amortization of contract costs to fulfill		(12	)		(12	)
Contract assets as of March 31	$	471		$	333

5. 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 March 31, 2024
Recurring fair value measurements	Level 1		Level 2		Level 3			Total
Money market funds (1)	$	24,768	$	—	$	—		$	24,768
Corporate bonds (1)		—		5,277		—			5,277
U.S. government agency securities (1)		—		1,192		—			1,192
Contingent purchase consideration (2)		—		—		(3,796	)		(3,796	)
	$	24,768	$	6,469	$	(3,796	)	$	27,441


	Fair Value as of December 31, 2023
Recurring fair value measurements	Level 1		Level 2		Level 3			Total
Money market funds (1)	$	6,920	$	—	$	—		$	6,920
Corporate bonds (1)		—		9,154		—			9,154
Commercial paper (1)		—		2,488		—			2,488
U.S. government agency securities (1)		—		2,175		—			2,175
Contingent purchase consideration (2)		—		—		(4,617	)		(4,617	)
	$	6,920	$	13,817	$	(4,617	)	$	16,120

(1) The following table summarizes the composition of marketable securities as of March 31, 2024:


	Amortized Cost		Unrealized Gain (Loss)			Fair Value
Money market funds	$	24,768	$	—		$	24,768
Available-for-sale debt securities:
Corporate bonds		5,284		(7	)		5,277
U.S. government agency securities		1,192		—			1,192
		6,476		(7	)		6,469
	$	31,244	$	(7	)	$	31,237

The following table summarizes the fair value and amortized cost of the available-for-sale debt securities by contractual maturity as of March 31, 2024:


	Amortized Cost		Fair Value
Due within one year	$	6,476	$	6,469

(2) Contingent purchase consideration represents a liability recorded at fair value in connection with the Merger, 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.

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


Fair value at January 1, 2024	$	4,617
Change in fair value		(821	)
Fair value as of March 31, 2024	$	3,796

The carrying values for cash, cash equivalents, accounts receivable, accounts payable and long-term debt approximated fair value as of March 31, 2024 and December 31, 2023.

6. Intangible Assets

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


	Life (in years)	March 31, 2024							December 31, 2023
		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Acquired technology	2-4	$	10,134	$	(1,734	)	$	8,400	$	10,134	$	(882	)	$	9,252
Domain name	Indefinite		31		—			31		31		—			31
		$	10,165	$	(1,734	)	$	8,431	$	10,165	$	(882	)	$	9,283

Amortization expense was $852 and $0 for the three months ended March 31, 2024 and 2023, 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,
2024	$	2,558
2025		3,037
2026		1,560
2027		1,245
2028		—
	$	8,400

7. Accrued Expenses

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


	March 31, 2024		December 31, 2023
Accrued service provider costs	$	3,349	$	4,988
Accrued compensation		3,432		4,888
Accrued interest		1,066		907
Accrued contract labor		737		548
Contingent purchase consideration		3,796		4,617
Accrued lender fees		8,482		—
Accrued VAT and income taxes		1,650		1,754
Other accrued liabilities		4,181		4,572
	$	26,693	$	22,274

8. Debt Arrangements

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


	March 31, 2024			December 31, 2023
Structural Capital term loan with an interest rate at the greater of 13.5% or the prime rate plus 7%, maturing on January 1, 2025	$	10,000		$	27,500
Highbridge Capital term loan with an interest rate of 13% maturing on January 31, 2025		40,000			40,000
2022 convertible promissory notes with an interest rate of 15% per annum maturing on June 30, 2024		4,257			4,257
Total principal debt		54,257			71,757
Less: current portion		(54,257	)		(4,257	)
Less: debt issuance costs and discounts, long-term		—			(1,424	)
Total long-term debt, net	$	—		$	66,076

Structural Capital Term Loan

On January 19, 2024, the Company executed the Third Amended and Restated Loan Agreement (as amended, the “Structural Loan Agreement”) with a consortium led by lending affiliates of Structural Capital (“Structural”). The maturity date under the Structural Loan Agreement is January 1, 2025. In connection with the third amendment and restatement of the Structural Loan Agreement (the “Third Amendment”), the Company agreed to join the Otonomo entities as guarantors and make other conforming changes to the agreement. In addition, the Company repaid $17,500 of the term loan and paid $6,053 in related fees.

The Third Amendment was accounted for as a partial debt extinguishment and, accordingly, a loss of $1,405 was recognized in the accompanying condensed consolidated statement of operations and comprehensive income (loss). The Company incurred and capitalized $225 of costs related to the Structural Loan Agreement that will be amortized and charged to interest expense over the remaining term of the loan.

Highbridge Capital Term Loan

On January 19, 2024, the Company executed the Fourth Amendment to Loan and Security Agreement (the “Fourth Amendment”) with a consortium led by lending affiliates of Highbridge Capital Management, LLC (“Highbridge”). In connection with the Fourth Amendment, the Company agreed to join the Otonomo entities as guarantors and make other necessary conforming changes to the agreement. The Fourth Amendment was accounted for as a debt modification and, accordingly, no gain or loss was recognized. The Company incurred and capitalized $341 of costs related to the Fourth Amendment that will be amortized and charged to interest expense over the remaining term of the loan.

9. Stock-based Compensation

Equity Plans

On June 16, 2023, 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. 1,383,197 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, 2024, the 2023 Plan was increased by 553,278 shares. As of March 31, 2024, 1,691,121 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 221,311 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, 2024, the ESPP was increased by 110,655 shares.

There were no stock-based awards granted during the three months ended March 31, 2024 or 2023.

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 March 31,
	2024		2023
Cost of revenue	$	3	$	—
Research and development		118		23
Sales and marketing		86		6
Operations and support		39		10
General and administrative		472		38
	$	718	$	77

10. 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.

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, 2023, and after consideration of the Company’s cumulative loss position as of December 31, 2023, the Company will continue to fully reserve its U.S.-based deferred tax amounts as of March 31, 2024.

11. 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.

12. 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 sheet. 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.

Operating lease cost consists of the following:


	Three Months Ended March 31,
	2024			2023
Lease cost	$	300		$	296
Sublease income		(69	)		(69	)
	$	231		$	227

The remaining maturities of operating lease liabilities is presented in the following table as of March 31, 2024:


2024	$	700
2025		809
2026		827
2027		617
2028		59
Thereafter		59
Total lease payments		3,071
Less imputed interest		(504	)
Present value of lease liabilities	$	2,567

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


	March 31, 2024			December 31, 2023
Weighted average remaining lease term (years)		3.6			3.8
Weighted average discount rate		10.2	%		10.1	%

13. 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 event was noted:

During the second quarter of 2024, the Company continued actions to eliminate redundant employees resulting in a decrease of 38 employees, or approximately 12% of the Company’s total employees as of March 31, 2024.

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 57 Customer Partners and more than 71,000 participating Service Provider vehicle drivers in our network as of March 31, 2024, 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 anticipate that the integration of Otonomo’s Mobility Platform will further enhance 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. We have been successful in retaining our Customer Partners once they have initially adopted our platform, other than with respect to one

Customer Partner that accounted for approximately 25% of our revenue in 2023, which did not renew its agreement with us when the existing contract expired by its terms on January 31, 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.

While we had embarked on an aggressive growth plan in early 2022, as a result of the adverse macro-economic environment we pivoted to a more judicious staffing model. In addition, due to staffing challenges in the United States caused by the pandemic and government stimulus payments coupled with remote work, and to maintain reliable and high-quality service, during 2022 and 2023, we migrated portions of our customer support representatives to more cost-effective alternatives (this migration together with our judicious staffing model, the “Realignment”). As we maintain our priorities, we expect our operating expenses to decrease in the short term relative to historical periods but increase over the longer term as we continue our targeted investments in growth. Although operating expenses may increase, based on the Realignment actions, we expect leverage with our operating expenses, resulting in a lower operating expense as a percentage of revenue metric.

In the first quarter of 2024, we capitalized $1.6 million in costs associated with internal development of our technology platform and Customer Partner implementations and expect to invest an additional $2.5 million to $4.5 million during the remainder of 2024.

Seasonality

We experience seasonality in monetization on our platform. Historically, we generate higher levels of roadside assistance service requests during the summer and winter, when a greater proportion of Consumers are traveling for holidays. Particularly as we continue to adjust to the travel patterns in the post COVID-19 pandemic era, such seasonality may be more pronounced in the future or different altogether.

We have also experienced 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 a 5 star 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 March 31, 2024 and 2023, our consumer satisfaction score (“CSAT”) 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. Number of dispatches has increased over time as we have added new Customer Partners, retained and expanded usage by existing Customer Partners and expanded complimentary product offerings. As our Customer Partner base grows and usage of our platform expands, we do not expect to continue to grow at the same year-over-year rate. Additionally, 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 March 31, 2024 and 2023, we completed approximately 231,000 dispatches and 319,000 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 the Board 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 March 31,
	2024			2023
	(in thousands)
Operating expenses	$	17,699		$	19,567
Less: Depreciation and amortization expense		(1,102	)		(72	)
Less: Stock-based compensation expense		(718	)		(77	)
Less: Non-recurring transaction costs		(726	)		(4,723	)
Less: Restructuring costs		(699	)		(25	)
Non-GAAP operating expenses	$	14,454		$	14,670

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 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 March 31,
	2024			2023
	(in thousands)
Operating loss	$	(8,348	)	$	(10,308	)
Add: Depreciation and amortization expense		1,102			72
Add: Stock-based compensation expense		718			77
Add: Non-recurring transaction costs		726			4,723
Add: Restructuring costs		699			25
Non-GAAP operating loss	$	(5,103	)	$	(5,411	)

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 RAS-flat rate and (ii) full-service outsourcing 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, 2023, 2022 and 2021 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 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. 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, 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, 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 convertible notes.

•

Change in fair value of warrant liability, which represents gains or losses resulting from fluctuations in the fair value of warrant liabilities.

•

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

•

Warrant expense, which represents the fair value of warrants issued during the period for warrants classified as liabilities on the consolidated balance sheets.

•

Foreign currency exchange gains (losses), net, which relate primarily 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 March 31,
	2024			2023
	(in thousands)
Total revenue	$	40,092		$	49,578
Cost of revenue		30,741			40,319
Gross profit		9,351			9,259
Operating expenses:
Research and development		4,243			3,742
Sales and marketing		2,019			1,072
Operations and support		4,321			7,201
General and administrative		6,014			7,480
Depreciation and amortization		1,102			72
Total operating expenses		17,699			19,567
Operating loss		(8,348	)		(10,308	)
Other expense, net		(4,628	)		(7,440	)
Loss before income taxes		(12,976	)		(17,748	)
Provision for income taxes		39			—
Net loss	$	(13,015	)	$	(17,748	)

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 March 31,
	2024			2023
Total revenue		100	%		100	%
Cost of revenue		77	%		81	%
Gross margin		23	%		19	%
Operating expenses:
Research and development		11	%		8	%
Sales and marketing		5	%		2	%
Operations and support		11	%		15	%
General and administrative		15	%		15	%
Depreciation and amortization		3	%		0	%
Total operating expenses		44	%		39	%
Operating loss		(21	)%		(21	)%
Other expense, net		(12	)%		(15	)%
Loss before income taxes		(32	)%		(36	)%
Provision for income taxes		0	%		0	%
Net loss		(32	)%		(36	)%

Comparison of the Three Months Ended March 31, 2024 and 2023

Revenue

Revenue decreased by $9.5 million, or 19%, to $40.1 million in the three months ended March 31, 2024 from $49.6 million in the three months ended March 31, 2023. The decrease was primarily driven by the reduction in dispatch volume from the loss of one insurance Customer Partner and one auto manufacturer Customer Partner which resulted in a decrease in revenue of $13.7 million. This was offset by an increase in dispatch volume and rates charged to existing Customer Partners and two new Customer Partners (which accounted for an increase of $2.6 million in revenue) and $1.6 million in revenue from the Otonomo business.

Cost of Revenue

Cost of revenue decreased by $9.6 million, or 24%, to $30.7 million in the three months ended March 31, 2024 from $40.3 million in the three months ended March 31, 2023. The decrease was primarily related to an overall decline in dispatch volume resulting in a $10.6 million reduction in Service Provider fees. The decrease in dispatch volume was primarily due to the loss of one insurance

Customer Partner and one OEM Customer Partner, partially offset by increases in dispatch volume from two new Customer Partner launches and from existing fleet management Customer Partners. In addition, as the business has moved away from partnerships that required first call support, first call and platform costs decreased by $1.0 million. These reductions were partially offset by $0.8 million in cost of revenue attributed to the Otonomo business and an increase in average Service Provider fees compared to the prior period resulting in a $1.2 million increase in cost of revenue during the period.

Gross Profit

Our gross profit for the three months ended March 31, 2024 was $9.4 million, compared to $9.3 million for the three months ended March 31, 2023. The slight increase was primarily driven by rate increases applied to Customer Partners and the decrease in first call costs, resulting in gross profit growth of 1% compared to a revenue decline of 19%.

Operating Expenses

Research and Development

Research and development expense increased by $0.5 million, or 13%, to $4.2 million in the three months ended March 31, 2024 from $3.7 million in the three months ended March 31, 2023. The increase was primarily driven by the addition of Otonomo research and development expense of $2.0 million and an investment in additional resources of $0.3 million, offset by $1.6 million in capitalized software and Customer Partner implementation costs and a $0.2 million reduction in information technology platform expenses. Research and development employees were 142 (of which 52 were related to Otonomo) and 80 as of March 31, 2024 and 2023, respectively.

As a percentage of total revenue, research and development expense increased by 3% to 11% in the three months ended March 31, 2024 from 8% in the three months ended March 31, 2023. The increase was primarily driven by the addition of the Otonomo research and development expenses.

Sales and Marketing

Sales and marketing expense increased by $0.9 million, or 88%, to $2.0 million in the three months ended March 31, 2024 from $1.1 million in the three months ended March 31, 2023. The increase was primarily driven by the addition of Otonomo sales and marketing expense of $1.1 million, offset by a decrease in employee and employee-related expenses of $0.2 million. Sales and marketing employees were 45 (of which 23 were related to Otonomo) and 23 as of March 31, 2024 and 2023, respectively.

As a percentage of total revenue, sales and marketing expense increased by 3% to 5% in the three months ended March 31, 2024 from 2% in the three months ended March 31, 2023. The increase was primarily driven by the addition of the Otonomo sales and marketing expenses.

Operations and Support

Operations and support expense decreased by $2.9 million, or 40%, to $4.3 million in the three months ended March 31, 2024 from $7.2 million in the three months ended March 31, 2023. The decrease was primarily related to the optimization of customer support representative resources and processes resulting in a cost reduction of $2.3 million, a reduction of employee-related costs of $0.3 million, and overall lower net operating costs of $0.3 million. Consistent with the Realignment, operations and support employees were 82 and 114 as of March 31, 2024 and 2023, respectively, and full-time customer support representative employees were 331 and 535 as of March 31, 2024 and 2023, respectively.

As a percentage of total revenue, operations and support expense decreased by 4% to 11% in the three months ended March 31, 2024 from 15% in the three months ended March 31, 2023. The decrease was primarily driven by customer support center transformation initiatives consistent with the Realignment.

General and Administrative

General and administrative expense decreased by $1.5 million, or 20%, to $6.0 million in the three months ended March 31, 2024 from $7.5 million in the three months ended March 31, 2023. The decrease was primarily related to the reduction in transaction-related expenses of $4.4 million in connection with the Merger, offset by the addition of Otonomo general and administrative expense of $1.3 million, an increase in employee-related expenses of $0.5 million, an increase in other professional services of $0.4 million, higher business insurance costs of $0.2 million, $0.2 million in expenses related to being a public company, business tax expense of

$0.1 million, $0.1 million in bad debt expense, and $0.1 million in information technology platform expense. General and administrative employees were 61 (of which 14 were related to Otonomo) and 58 as of March 31, 2024 and 2023, respectively.

As a percentage of total revenue, general and administrative expense remained flat at 15% for the three months ended March 31, 2024 compared to the same period in 2023.

Depreciation and Amortization

Depreciation and amortization expense increased by $1.0 to $1.1 million in the three months ended March 31, 2024 from less than $0.1 million in the three months ended March 31, 2023. The increase was due primarily to the amortization of intangible assets acquired in connection with the Merger in October 2023.

Other Expense, net

Other expense, net decreased by $2.8 million, or 38%, to $4.6 million in the three months ended March 31, 2024 from $7.4 million in the three months ended March 31, 2023 due primarily to a $6.8 million decrease in interest expense as a result of a $17.5 million payment on the Structural Loan Agreement, offset by a $2.7 million net decrease in income resulting from changes in the fair values of derivative, warrant, and contingent consideration liabilities and a $1.4 million loss on a partial debt extinguishment in the first quarter of 2024.

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, 2023 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 March 31, 2024, we had $34.2 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 March 31, 2024, our principal debt balance totaled $54.3 million with maturity dates through January 2025.

On January 19, 2024, we executed the Structural Loan Agreement, extending the maturity date to January 1, 2025. In connection with the Structural Loan Agreement, we repaid $17.5 million of the term loan and paid $6.1 million in related fees.

We completed our acquisition of Otonomo on October 19, 2023. The transaction consisted of the acquisition of the Otonomo business, employees, revenue contracts, technology and net assets, including approximately $100.0 million of cash, cash equivalents, and short-term investments, net of estimated transaction costs. The additional cash is expected to fund strategic growth initiatives and daily operations for the combined company, and to pay down debt as required. Although a portion of this cash is available to us, as we continue to assess our capital asset plans related to the current outstanding debt, we believe that our cash, cash equivalents and marketable securities of $40.7 million at March 31, 2024 may not be sufficient to fund operations beyond twelve months from the date of issuance of these condensed consolidated financial statements. This has led management to conclude that substantial doubt about our ability to continue as a going concern exists.

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.

In 2024, we plan to extend the terms on our existing debt agreements or seek to refinance our existing debt. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. 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 8 “Debt Arrangements” to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

In an effort to reduce operating expenses, we undertook actions to eliminate redundant employees primarily in Israel and the United States during the first quarter of 2024, resulting in a decrease of 25 employees, or 7% of our total employees as of December 31, 2023. During the second quarter of 2024, we continued actions to eliminate redundant employees resulting in a decrease of an additional 38 employees, or approximately 12% of our total employees as of March 31, 2024. We anticipate additional similar actions to continue through the second quarter of 2024 as we better align our operating expenses with revenue.

Cash Flows

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


	Three Months Ended March 31,
	2024			2023
	(in thousands)
Net cash provided by (used in):
Operating activities	$	(9,712	)	$	(1,016	)
Investing activities		23,729			(61	)
Financing activities		(18,066	)		2,450

Operating Activities

Net cash used in operating activities for the three months ended March 31, 2024 was $9.7 million primarily due to a net loss of $13.0 million, excluding the impact of non-cash expenses totaling $4.6 million, a decrease in accounts payable of $0.4 million, a decrease in long-term liabilities of $12.3 million, a decrease in deferred revenue of $0.1 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 $8.0 million, an increase in accrued expenses of $2.7 million, and a decrease in prepaid expenses and other assets of $1.0 million.

Net cash used in operating activities for the three months ended March 31, 2023 was $1.0 million, primarily due to increases in accounts payable of $4.5 million and accrued expenses of $7.2 million, and decreases in accounts receivable of $3.5 million and prepaid expenses and other current assets of $0.9 million. Uses of cash from operating activities resulted primarily from a net loss of $17.7 million, excluding the impact of non-cash expenses totaling $5.9 million, and decreases in deferred revenue of $0.3 million, lease liabilities of $0.2 million, and other long-term liabilities of $4.8 million.

Investing Activities

Net cash provided by investing activities for the three months ended March 31, 2024 was $23.7 million due to $25.1 million in proceeds from short-term deposits and the sale of marketable securities, offset by $1.3 million in investments in capitalized software and $0.1 million in purchases of equipment and software.

Net cash used in investing activities for the three months ended March 31, 2023 was $0.1 million due to purchases of equipment and software.

Financing Activities

Net cash used in financing activities for the three months ended March 31, 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 and Highbridge loan agreement amendments executed in January 2024.

Net cash provided by financing activities for the three months ended March 31, 2023 was $2.5 million due to advances on the convertible promissory notes issued by the Company in April and May 2023.

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 8 “Debt Arrangements” and for further information on our leases, see Note 12 “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 exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates.

Interest Rate Risk

As of March 31, 2024, the principal balance of our debt totaled $54.3 million. Interest on our borrowings under one of the term loans, representing 18% of our outstanding debt, accrues at a variable rate based on the prime rate and is therefore subject to interest rate risk. A hypothetical 10% relative change in interest rates during any of the periods presented would not have had a material impact on our condensed consolidated financial statements.

Foreign Currency Exchange Risk

Our reporting currency is the U.S. dollar, and the functional currency of our foreign subsidiary is also the U.S. dollar. Transactions denominated in foreign currencies other than the U.S. dollar are recorded at the rates of exchange prevailing at the time of the transaction. Exchange differences arising upon settlement of a transaction are reported as gains or losses and are included in other income or expense in the condensed consolidated statements of operations and comprehensive income (loss).

The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy. We have experienced and will continue to experience fluctuations in foreign exchange gains and losses related to changes in foreign currency exchange rates. In the event our foreign currency denominated assets, liabilities, revenue, or expenses increase, our results of operations may be more greatly affected by fluctuations in the exchange rates of the currencies in which we do business. We have not engaged in the hedging of foreign currency transactions to date, although we may choose to do so in the future.

A hypothetical 10% change in the relative value of the U.S. dollar to other currencies during any of the periods presented would not have had a material effect on our condensed consolidated financial statements.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief 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 weakness in internal control over financial reporting described below, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2024, 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 weakness 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 Weakness 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, 2023, 2022 and 2021, management identified one material weakness in our internal control over financial reporting that has not been remediated as of March 31, 2024. The material weakness is related to a lack of evidence of segregation of duties within the accounting and finance function.

Remediation Plan

We have made progress toward remediation of the control deficiencies described above. We are in the process of increasing resources within 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 weakness that was identified 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, this material weakness 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 material weakness remediation efforts underway, 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 quarter ended March 31, 2024, 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 Chief Executive Officer and Chief 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.

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 March 31, 2024, 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		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		Third Amended and Restated Loan and Security Agreement, dated as of January 19, 2024, among Urgent.ly, Inc., the other loan parties party thereto, the lenders party thereto and Ocean II PLO LLC, as administrative and collateral agent (incorporated by reference from Exhibit 10.16 to the registrant’s Annual Report on Form 10-K (File No. 001-41841) filed with the SEC on March 29, 2024).
10.2		Fourth Amendment to Loan and Security Agreement, dated as of January 19, 2024, among Urgent.ly, Inc., the other loan parties party thereto, the lenders party thereto and Alter Domus (US) LLC, as administrative and collateral agent (incorporated by reference from Exhibit 10.17 to the registrant’s Annual Report on Form 10-K (File No. 001-41841) filed with the SEC on March 29, 2024).
31.1*		Certification of Principal Executive 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.


31.2*		Certification of 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 Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2#		Certification of 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.

# These exhibits are furnished with this Quarterly Report on Form 10-Q and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of Urgent.ly Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, 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: May 14, 2024	By:	/s/ Matthew Booth
		Matthew Booth
		Chief Executive Officer
		(Principal Executive Officer)

Date: May 14, 2024	By:	/s/ Timothy C. Huffmyer
		Timothy C. Huffmyer
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE 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;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)

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

(b)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our 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

(c)

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

The registrant’s other certifying officer(s) and I have disclosed, based on our 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: May 14, 2024	By:	/s/ Matthew Booth
		Matthew Booth
		Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF 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, Timothy C. Huffmyer, certify that:

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

(a)

(b)

(c)

(a)

(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: May 14, 2024	By:	/s/ Timothy C. Huffmyer
		Timothy C. Huffmyer
		Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE 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 ending March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(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: May 14, 2024	By:	/s/ Matthew Booth
		Matthew Booth
		Chief Executive Officer (Principal Executive Officer)

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO

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

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(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: May 14, 2024	By:	/s/ Timothy C. Huffmyer
		Timothy C. Huffmyer
		Chief Financial Officer (Principal Financial and Accounting Officer)

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2024	May 10, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Entity Central Index Key	0001603652
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Entity File Number	001-41841
Entity Registrant Name	URGENT.LY INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-2848640
Entity Address, Address Line One	8609 Westwood Center Drive
Entity Address, Address Line Two	Suite 810
Entity Address, City or Town	Vienna
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22182
City Area Code	571
Local Phone Number	350-3600
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	ULY
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		13,422,435
Document Quarterly Report	true
Document Transition Report	false

Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 33,883	$ 37,699
Restricted cash	359	557
Short-term deposits		10,539
Marketable securities	6,505	20,816
Accounts receivable, net of allowance for expected losses of $170 and $27 in 2024 and 2023, respectively	25,719	33,905
Prepaid expenses and other current assets	3,335	4,349
Total current assets	69,801	107,865
Right-of-use assets	2,267	2,437
Property and equipment, net of accumulated depreciation of $1,194 and $938 in 2024 and 2023, respectively	679	871
Capitalized software costs, net of accumulated amortization of $11 and $887 in 2024 and 2023, respectively	1,304
Intangible assets, net	8,431	9,283
Other non-current assets	886	738
Total assets	83,368	121,194
Current liabilities:
Accounts payable	4,073	4,478
Accrued expenses	26,693	22,274
Deferred revenue, current	382	456
Current lease liabilities	677	710
Current portion of long-term debt, net	52,307	3,193
Total current liabilities	84,132	31,111
Long-term lease liabilities	1,890	2,045
Long-term debt, net		66,076
Other long-term liabilities	39	12,358
Total liabilities	86,061	111,590
Stockholders' deficit:
Common stock, par value $0.001; 1,000,000,000 shares authorized, 13,414,185 and 13,311,927 issued and outstanding in 2024 and 2023, respectively	13	13
Additional paid-in capital	165,496	164,920
Accumulated deficit	(167,784)	(154,769)
Accumulated other comprehensive loss	(418)	(560)
Total stockholders equity (deficit)	(2,693)	9,604
Total liabilities and stockholders' equity (deficit)	$ 83,368	$ 121,194

Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Accounts receivable, net of allowance for doubtful accounts	$ 170	$ 27
Property and equipment, net of accumulated depreciation	1,194	938
Capitalized software costs, net of accumulated amortization	$ 11	$ 887
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	13,414,185	13,311,927
Common stock, shares outstanding	13,414,185	13,311,927

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenue	$ 40,092	$ 49,578
Cost of revenue (excluding depreciation and amortization)	30,741	40,319
Gross profit	9,351	9,259
Operating expenses:
Research and development	4,243	3,742
Sales and marketing	2,019	1,072
Operations and support	4,321	7,201
General and administrative	6,014	7,480
Depreciation and amortization	1,102	72
Total operating expenses	17,699	19,567
Operating loss	(8,348)	(10,308)
Other income (expense), net:
Interest expense	(4,152)	(10,951)
Interest income	363
Change in fair value of derivative liability		(111)
Change in fair value of warrant liability		3,633
Change in fair value of contingent purchase consideration	821
Loss on partial debt extinguishment	(1,405)
Other expense	(255)	(11)
Total other expense, net	(4,628)	(7,440)
Loss before income taxes	(12,976)	(17,748)
Provision for income taxes	39
Net loss attributable to common stockholders	(13,015)	(17,748)
Other comprehensive income:
Foreign currency translation adjustments	132
Unrealized gains on marketable securities	10
Other comprehensive income	142
Comprehensive loss	$ (12,873)	$ (17,748)
Loss per share attributable to common stockholders:
Basic	$ (0.97)	$ (114.66)
Diluted	$ (0.97)	$ (114.66)
Weighted average shares outstanding:
Basic	13,359,317	154,786
Diluted	13,359,317	154,786

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Total	Redeemable Convertible Preferred Stock Series C	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss
Temporary equity, beginning balance at Dec. 31, 2022		$ 46,334
Temporary equity, beginning balance, Shares at Dec. 31, 2022		157,395
Beginning balance at Dec. 31, 2022	$ (181,171)			$ 48,327	$ (229,498)
Beginning balance, Shares at Dec. 31, 2022			154,786
Stock-based compensation expense	77			77
Comprehensive income (loss)	(17,748)				(17,748)
Temporary equity, ending balance at Mar. 31, 2023		$ 46,334
Temporary equity, ending balance, Shares at Mar. 31, 2023		157,395
Ending balance at Mar. 31, 2023	(198,842)			48,404	(247,246)
Ending balance, Shares at Mar. 31, 2023			154,786
Beginning balance at Dec. 31, 2023	9,604		$ 13	164,920	(154,769)	$ (560)
Beginning balance, Shares at Dec. 31, 2023			13,311,927
Vesting of stock-based awards, net of shares withheld for taxes, shares			102,258
Vesting of stock-based awards, net of shares withheld for taxes	(142)			(142)
Stock-based compensation expense	718			718
Comprehensive income (loss)	(12,873)				(13,015)	142
Ending balance at Mar. 31, 2024	$ (2,693)		$ 13	$ 165,496	$ (167,784)	$ (418)
Ending balance, Shares at Mar. 31, 2024			13,414,185

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss	$ (13,015)	$ (17,748)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,102	72
Amortization of right-of-use assets	170	169
Amortization of costs to obtain contracts	22	25
Amortization of costs to fulfill contracts	12	12
Amortization of deferred financing fees	152	342
Stock-based compensation	718	77
Bad debt expense	143
Foreign currency gain	(35)
Interest receivable on investments	(257)
Loss on partial debt extinguishment	1,405
Loss on disposal of property, equipment and software	22
Change in fair value of derivative, warrant, and contingent consideration liabilities	(821)	(3,522)
Noncash interest expense	1,921	8,722
Changes in operating assets and liabilities:
Accounts receivable	8,041	3,514
Prepaid expenses and other current assets	1,142	869
Other assets	(183)
Accounts payable	(404)	4,487
Accrued expenses	2,732	7,204
Deferred revenue	(72)	(287)
Lease liabilities	(188)	(182)
Long-term liabilities	(12,319)	(4,770)
Net cash used in operating activities	(9,712)	(1,016)
Cash flows from investing activities:
Purchases of property, equipment and software	(73)	(61)
Investment in capitalized software	(1,315)
Proceeds from short-term deposits and sale of marketable securities	25,117
Net cash provided by (used in) investing activities	23,729	(61)
Cash flows from financing activities:
Repayment of term loan	(17,500)
Payments of deferred financing fees	(566)
Proceeds from issuance of convertible notes payable		2,450
Net cash provided by (used in) financing activities	(18,066)	2,450
Effect of exchange rate changes on cash, cash equivalents and restricted cash	35
Net increase (decrease) in cash, cash equivalents and restricted cash	(4,014)	1,373
Cash, cash equivalents and restricted cash, beginning of period	38,256	7,407
Cash, cash equivalents and restricted cash, end of period	34,242	8,780
Supplemental disclosure of cash flow information:
Cash paid for interest	1,969	1,885
Cash paid for income taxes	$ 119
Supplemental noncash investing and financing activities:
Derivative liability resulting from term loan amendment		$ 492

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (13,015)	$ (17,748)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Organization

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

1. Organization

Liquidity Risk and Going Concern

Restructuring

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Principles of Consolidation

Basis of Presentation

Use of Estimates

Concentrations of Credit Risk

Capitalized Software

Modification of Debt Instruments

Segment Reporting

New Accounting Pronouncements

Business Combinations

3 Months Ended

Mar. 31, 2024

Business Combinations [Abstract]

Business Combinations

3. Business Combinations


	Three Months Ended March 31,
	2024			2023
Revenues	$	40,092		$	51,417
Net loss		(13,015	)		(57,863	)

Approximately $34,207 of acquisition-related costs are reflected in pro forma net loss for the three months ended March 31, 2023 in the table above.

Revenue

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Revenue

4. Revenue

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

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

Revenue on a disaggregated basis is as follows:


	Three Months Ended March 31,
	2024		2023
Full-service outsourcing—flat rate	$	38,150	$	48,688
Full-service outsourcing—claim cost pass-through		3		3
Membership		145		772
Software licensing arrangements		1,335		101
Professional services		459		14
	$	40,092	$	49,578

Contract Assets


	2024			2023
Contract assets as of January 1	$	233		$	370
Additional contract costs to fulfill		272			—
Amortization of contract costs to obtain		(22	)		(25	)
Amortization of contract costs to fulfill		(12	)		(12	)
Contract assets as of March 31	$	471		$	333

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

5. Fair Value Measurements


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 March 31, 2024
Recurring fair value measurements	Level 1		Level 2		Level 3			Total
Money market funds (1)	$	24,768	$	—	$	—		$	24,768
Corporate bonds (1)		—		5,277		—			5,277
U.S. government agency securities (1)		—		1,192		—			1,192
Contingent purchase consideration (2)		—		—		(3,796	)		(3,796	)
	$	24,768	$	6,469	$	(3,796	)	$	27,441


	Fair Value as of December 31, 2023
Recurring fair value measurements	Level 1		Level 2		Level 3			Total
Money market funds (1)	$	6,920	$	—	$	—		$	6,920
Corporate bonds (1)		—		9,154		—			9,154
Commercial paper (1)		—		2,488		—			2,488
U.S. government agency securities (1)		—		2,175		—			2,175
Contingent purchase consideration (2)		—		—		(4,617	)		(4,617	)
	$	6,920	$	13,817	$	(4,617	)	$	16,120

(1) The following table summarizes the composition of marketable securities as of March 31, 2024:


	Amortized Cost		Unrealized Gain (Loss)			Fair Value
Money market funds	$	24,768	$	—		$	24,768
Available-for-sale debt securities:
Corporate bonds		5,284		(7	)		5,277
U.S. government agency securities		1,192		—			1,192
		6,476		(7	)		6,469
	$	31,244	$	(7	)	$	31,237

The following table summarizes the fair value and amortized cost of the available-for-sale debt securities by contractual maturity as of March 31, 2024:


	Amortized Cost		Fair Value
Due within one year	$	6,476	$	6,469

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


Fair value at January 1, 2024	$	4,617
Change in fair value		(821	)
Fair value as of March 31, 2024	$	3,796

The carrying values for cash, cash equivalents, accounts receivable, accounts payable and long-term debt approximated fair value as of March 31, 2024 and December 31, 2023.

Intangible Assets

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

6. Intangible Assets

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


	Life (in years)	March 31, 2024							December 31, 2023
		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Acquired technology	2-4	$	10,134	$	(1,734	)	$	8,400	$	10,134	$	(882	)	$	9,252
Domain name	Indefinite		31		—			31		31		—			31
		$	10,165	$	(1,734	)	$	8,431	$	10,165	$	(882	)	$	9,283

Amortization expense was $852 and $0 for the three months ended March 31, 2024 and 2023, 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,
2024	$	2,558
2025		3,037
2026		1,560
2027		1,245
2028		—
	$	8,400

Accrued Expenses

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

Accrued Expenses

7. Accrued Expenses

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


	March 31, 2024		December 31, 2023
Accrued service provider costs	$	3,349	$	4,988
Accrued compensation		3,432		4,888
Accrued interest		1,066		907
Accrued contract labor		737		548
Contingent purchase consideration		3,796		4,617
Accrued lender fees		8,482		—
Accrued VAT and income taxes		1,650		1,754
Other accrued liabilities		4,181		4,572
	$	26,693	$	22,274

Debt Arrangements

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Debt Arrangements

8. Debt Arrangements

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


	March 31, 2024			December 31, 2023
Structural Capital term loan with an interest rate at the greater of 13.5% or the prime rate plus 7%, maturing on January 1, 2025	$	10,000		$	27,500
Highbridge Capital term loan with an interest rate of 13% maturing on January 31, 2025		40,000			40,000
2022 convertible promissory notes with an interest rate of 15% per annum maturing on June 30, 2024		4,257			4,257
Total principal debt		54,257			71,757
Less: current portion		(54,257	)		(4,257	)
Less: debt issuance costs and discounts, long-term		—			(1,424	)
Total long-term debt, net	$	—		$	66,076

Structural Capital Term Loan

Highbridge Capital Term Loan

Stock-based Compensation

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

9. Stock-based Compensation

Equity Plans

There were no stock-based awards granted during the three months ended March 31, 2024 or 2023.

Stock-based Compensation Expense

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 March 31,
	2024		2023
Cost of revenue	$	3	$	—
Research and development		118		23
Sales and marketing		86		6
Operations and support		39		10
General and administrative		472		38
	$	718	$	77

Income Taxes

3 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

10. Income Taxes

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

11. Commitments and Contingencies

Litigation

Leases

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Leases

12. Leases

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

Operating lease cost consists of the following:


	Three Months Ended March 31,
	2024			2023
Lease cost	$	300		$	296
Sublease income		(69	)		(69	)
	$	231		$	227

The remaining maturities of operating lease liabilities is presented in the following table as of March 31, 2024:


2024	$	700
2025		809
2026		827
2027		617
2028		59
Thereafter		59
Total lease payments		3,071
Less imputed interest		(504	)
Present value of lease liabilities	$	2,567

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


	March 31, 2024			December 31, 2023
Weighted average remaining lease term (years)		3.6			3.8
Weighted average discount rate		10.2	%		10.1	%

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

13. Subsequent Events

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2024
Accounting Policies [Abstract]
Principles of Consolidation	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., and Urgently Canada Technologies ULC for all periods, and Otonomo Technologies Ltd. and its wholly-owned subsidiaries for periods subsequent to the Merger on October 19, 2023. All significant intercompany balances and transactions have been eliminated in consolidation.
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated balance sheet as of March 31, 2024 and the condensed consolidated statements of operations and comprehensive income (loss), redeemable convertible preferred stock and stockholders’ equity (deficit), and cash flows for the three months ended March 31, 2024 and 2023 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 March 31, 2024 and its results of operations, changes in redeemable convertible preferred stock and stockholders’ equity (deficit) and cash flows for the three months ended March 31, 2024 and 2023. The results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2024. The condensed consolidated balance sheet at December 31, 2023 was derived from audited financial statements for the year ended December 31, 2023 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, 2023, 2022 and 2021 included in the Annual Report.
Use of Estimates	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	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 March 31, 2024 and 2023, 54% and 59% of revenue was earned from three customers. At March 31, 2024 and December 31, 2023, 63% and 56% of accounts receivable was due from four and three customers, respectively.
Capitalized Software	Capitalized Software The Company incurred 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	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 three months ended March 31, 2024, the Company amended its term loans (see Note 8).
Segment Reporting	Segment Reporting The Company has determined that its Chief Executive Officer is its chief operating decision maker. The Company’s Chief Executive Officer reviews financial information presented on a consolidated basis for the purpose 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.
New Accounting Pronouncements	New Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. The guidance is effective for the fiscal year ending December 31, 2024, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and disclosures. 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 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.

Business Combinations (Tables)

3 Months Ended

Mar. 31, 2024

Business Combinations [Abstract]

Schedule of Unaudited Pro Forma Results

This summary of the unaudited pro forma results of operations is not necessarily indicative of what the Company’s results of operations would have been had Otonomo been acquired at the beginning of 2023, nor does it purport to represent results of operations for any future periods.


	Three Months Ended March 31,
	2024			2023
Revenues	$	40,092		$	51,417
Net loss		(13,015	)		(57,863	)

Revenue (Tables)

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Revenues on Disaggregated Basis

Revenue on a disaggregated basis is as follows:


	Three Months Ended March 31,
	2024		2023
Full-service outsourcing—flat rate	$	38,150	$	48,688
Full-service outsourcing—claim cost pass-through		3		3
Membership		145		772
Software licensing arrangements		1,335		101
Professional services		459		14
	$	40,092	$	49,578

Schedule of Contract assets

The expected period of benefit is determined using the initial contract term.


	2024			2023
Contract assets as of January 1	$	233		$	370
Additional contract costs to fulfill		272			—
Amortization of contract costs to obtain		(22	)		(25	)
Amortization of contract costs to fulfill		(12	)		(12	)
Contract assets as of March 31	$	471		$	333

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Summary of Financial Assets and Liabilities Measurement on Recurring Basis

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 March 31, 2024
Recurring fair value measurements	Level 1		Level 2		Level 3			Total
Money market funds (1)	$	24,768	$	—	$	—		$	24,768
Corporate bonds (1)		—		5,277		—			5,277
U.S. government agency securities (1)		—		1,192		—			1,192
Contingent purchase consideration (2)		—		—		(3,796	)		(3,796	)
	$	24,768	$	6,469	$	(3,796	)	$	27,441


	Fair Value as of December 31, 2023
Recurring fair value measurements	Level 1		Level 2		Level 3			Total
Money market funds (1)	$	6,920	$	—	$	—		$	6,920
Corporate bonds (1)		—		9,154		—			9,154
Commercial paper (1)		—		2,488		—			2,488
U.S. government agency securities (1)		—		2,175		—			2,175
Contingent purchase consideration (2)		—		—		(4,617	)		(4,617	)
	$	6,920	$	13,817	$	(4,617	)	$	16,120

Summary of The Composition of Marketable Securities

(1) The following table summarizes the composition of marketable securities as of March 31, 2024:


	Amortized Cost		Unrealized Gain (Loss)			Fair Value
Money market funds	$	24,768	$	—		$	24,768
Available-for-sale debt securities:
Corporate bonds		5,284		(7	)		5,277
U.S. government agency securities		1,192		—			1,192
		6,476		(7	)		6,469
	$	31,244	$	(7	)	$	31,237

Summary of Fair Value and Amortized Cost of Available-for-Sale Debt Securities by Contractual Maturity

The following table summarizes the fair value and amortized cost of the available-for-sale debt securities by contractual maturity as of March 31, 2024:


	Amortized Cost		Fair Value
Due within one year	$	6,476	$	6,469

Summary Of Changes In The Fair Value Of Contingent Purchase Consideration

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


Fair value at January 1, 2024	$	4,617
Change in fair value		(821	)
Fair value as of March 31, 2024	$	3,796

Intangible Assets - (Tables)

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

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


	Life (in years)	March 31, 2024							December 31, 2023
		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Acquired technology	2-4	$	10,134	$	(1,734	)	$	8,400	$	10,134	$	(882	)	$	9,252
Domain name	Indefinite		31		—			31		31		—			31
		$	10,165	$	(1,734	)	$	8,431	$	10,165	$	(882	)	$	9,283

Schedule of Remaining Estimated Amortization Expense for Intangible Assets

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


For the year ending December 31,
2024	$	2,558
2025		3,037
2026		1,560
2027		1,245
2028		—
	$	8,400

Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

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


	March 31, 2024		December 31, 2023
Accrued service provider costs	$	3,349	$	4,988
Accrued compensation		3,432		4,888
Accrued interest		1,066		907
Accrued contract labor		737		548
Contingent purchase consideration		3,796		4,617
Accrued lender fees		8,482		—
Accrued VAT and income taxes		1,650		1,754
Other accrued liabilities		4,181		4,572
	$	26,693	$	22,274

Debt Arrangements (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Summary of Debt Arrangements

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


	March 31, 2024			December 31, 2023
Structural Capital term loan with an interest rate at the greater of 13.5% or the prime rate plus 7%, maturing on January 1, 2025	$	10,000		$	27,500
Highbridge Capital term loan with an interest rate of 13% maturing on January 31, 2025		40,000			40,000
2022 convertible promissory notes with an interest rate of 15% per annum maturing on June 30, 2024		4,257			4,257
Total principal debt		54,257			71,757
Less: current portion		(54,257	)		(4,257	)
Less: debt issuance costs and discounts, long-term		—			(1,424	)
Total long-term debt, net	$	—		$	66,076

Stock-based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Non-cash Stock Based Compensation Expense

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 March 31,
	2024		2023
Cost of revenue	$	3	$	—
Research and development		118		23
Sales and marketing		86		6
Operations and support		39		10
General and administrative		472		38
	$	718	$	77

Leases (Tables)

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Summary of Operating Lease Cost

Operating lease cost consists of the following:


	Three Months Ended March 31,
	2024			2023
Lease cost	$	300		$	296
Sublease income		(69	)		(69	)
	$	231		$	227

Summary of Remaining Maturities of Operating Lease Liabilities

The remaining maturities of operating lease liabilities is presented in the following table as of March 31, 2024:


2024	$	700
2025		809
2026		827
2027		617
2028		59
Thereafter		59
Total lease payments		3,071
Less imputed interest		(504	)
Present value of lease liabilities	$	2,567

Summary of Additional Information Relating to Company's Operating Leases

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


	March 31, 2024			December 31, 2023
Weighted average remaining lease term (years)		3.6			3.8
Weighted average discount rate		10.2	%		10.1	%

Organization - Additional Information (Details) $ in Thousands		3 Months Ended
	Jul. 28, 2023	Jun. 30, 2024 Employee	Mar. 31, 2024 USD ($) Employee	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Oct. 19, 2023 USD ($)
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Reverse stock split, description			On July 28, 2023, the Company amended its Certificate of Incorporation to effect a 1-for-90 reverse stock split of its common stock (“Common Stock”) and Series C preferred stock. The Company has adjusted all periods presented for the effects of the stock split.
Accumulated deficit			$ (167,784)		$ (154,769)
Operating loss			(8,348)	$ (10,308)
Restructuring charges			699
Cash, cash equivalents and marketable securities			$ 40,747
Decrease in number of employees \| Employee			25
Percentage of decrease in employees			7.00%
Forecast
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Decrease in number of employees \| Employee		38
Percentage of decrease in employees		12.00%
Merger Agreement \| Otonomo
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Cash and cash equivalents						$ 100,000
Common Stock [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Reverse stock split, description	a 1-for-90 reverse stock split
Reverse stock split ratio	0.01
Series C Preferred Stock [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Reverse stock split, description	a 1-for-90 reverse stock split
Reverse stock split ratio	0.01

Summary of Significant Accounting Policies - Additional Information (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Present value of cashflow modification of debt instrument percentage	10.00%
Capitalized Software
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Estimated useful life (in years)	3 years
Customer Concentration Risk \| Three Customers \| Revenue
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration Risk, Percentage	54.00%	59.00%
Customer Concentration Risk \| Three Customers \| Accounts Receivable
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration Risk, Percentage			56.00%
Customer Concentration Risk \| Four Customers \| Accounts Receivable
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration Risk, Percentage	63.00%

Business Combinations (Additional Information) (Details) - Otonomo - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Business Acquisition [Line Items]
Acquisition-related costs		$ 34,207
Merger Agreement
Business Acquisition [Line Items]
Acquired business contributed revenues	$ 1,638
Acquired business contributed net loss	$ 1,829
Effective Date of Acquisition	Jan. 01, 2023

Business Combinations - Schedule of Unaudited Pro Forma Results (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Business Combinations [Abstract]
Revenues	$ 40,092	$ 51,417
Net loss	$ (13,015)	$ (57,863)

Revenue - Schedule of Revenues on Disaggregated Basis (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of revenue
Revenue	$ 40,092	$ 49,578
Full-service outsourcing -flat rate
Disaggregation of revenue
Revenue	38,150	48,688
Full-service outsourcing - claim cost pass-through
Disaggregation of revenue
Revenue	3	3
Membership
Disaggregation of revenue
Revenue	145	772
Software licensing arrangements
Disaggregation of revenue
Revenue	1,335	101
Professional services
Disaggregation of revenue
Revenue	$ 459	$ 14

Revenue - Schedule of Contract assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Contract with Customer, Asset, after Allowance for Credit Loss [Abstract]
Contract assets as of January 1	$ 233	$ 370
Additional contract costs to fulfill	272
Amortization of contract costs to obtain	(22)	(25)
Amortization of contract costs to fulfill	(12)	(12)
Contract assets as of March 31	$ 471	$ 333

Fair Value Measurements - Summary of Financial Assets and Liabilities Measurement on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value, Net Asset (Liability)	$ 27,441	$ 16,120
Money Market Funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Fair Value	24,768	6,920
Corporate Bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Fair Value	5,277	9,154
Commercial Paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Fair Value		2,488
U.S. Government Agency Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Fair Value	1,192	2,175
Contingent Purchase Consideration
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value	(3,796)	(4,617)
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value, Net Asset (Liability)	24,768	6,920
Level 1 \| Money Market Funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Fair Value	24,768	6,920
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value, Net Asset (Liability)	6,469	13,817
Level 2 \| Corporate Bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Fair Value	5,277	9,154
Level 2 \| Commercial Paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Fair Value		2,488
Level 2 \| U.S. Government Agency Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Fair Value	1,192	2,175
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value, Net Asset (Liability)	(3,796)	(4,617)
Level 3 \| Contingent Purchase Consideration
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value	$ (3,796)	$ (4,617)

Fair Value Measurements - Summary of Fair value and Amortized Cost of Available-for-Sale Debt Securities (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Amortized Cost	$ 31,244
Unrealized Gain (Loss)	(7)
Fair Value	31,237
Money Market Funds
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Amortized Cost	24,768
Fair Value	24,768
Available-for-Sale Debt Securities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Amortized Cost	6,476
Unrealized Gain (Loss)	(7)
Fair Value	6,469
Available-for-Sale Debt Securities \| Corporate Bonds
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Amortized Cost	5,284
Unrealized Gain (Loss)	(7)
Fair Value	5,277
Available-for-Sale Debt Securities \| U.S. government Agency Securities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Amortized Cost	1,192
Fair Value	$ 1,192

Fair Value Measurements - Summary of Fair Value And Amortized Cost of Available-for-sale Debt Securities by Contractual Maturity (Details) - Available-for-Sale Debt Securities $ in Thousands	Mar. 31, 2024 USD ($)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Due within one year, Amortized Cost	$ 6,476
Due within one year, Fair Value	$ 6,469

Fair Value Measurements - Summary of The Changes in The Fair Value of The Contingent Purchase Consideration (Details) - Accrued Purchase Consideration - Level 3 $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, beginning of period	$ 4,617
Change in fair value	(821)
Fair value, end of period	$ 3,796

Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 10,165	$ 10,165
Accumulated Amortization	(1,734)	(882)
Net Carrying Amount	8,431	9,283
Acquired Technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	10,134	10,134
Accumulated Amortization	(1,734)	(882)
Net Carrying Amount	8,400	9,252
Domain Name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	31	31
Net Carrying Amount	$ 31	$ 31
Minimum \| Acquired Technology
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	2 years
Maximum \| Acquired Technology
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	4 years

Intangible Assets (Additional Information) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense of intangible assets	$ 852	$ 0

Intangible Assets - Schedule of Remaining Estimated Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Net Carrying Amount	$ 8,431	$ 9,283
Acquired Technology
Finite-Lived Intangible Assets [Line Items]
2024	2,558
2025	3,037
2026	1,560
2027	1,245
Net Carrying Amount	$ 8,400	$ 9,252

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued service provider costs	$ 3,349	$ 4,988
Accrued compensation	3,432	4,888
Accrued interest	1,066	907
Accrued contract labor	737	548
Contingent purchase consideration	3,796	4,617
Accrued lender fees	8,482
Accrued VAT and income taxes	1,650	1,754
Other accrued liabilities	4,181	4,572
Total accrued expenses	$ 26,693	$ 22,274

Debt Arrangements - Summary of Debt Arrangements (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Total principal debt	$ 54,257	$ 71,757
Less: current portion	(54,257)	(4,257)
Less: debt issuance costs and discounts, long-term		(1,424)
Total long-term debt, net		66,076
Structural Capital Term Loan
Debt Instrument [Line Items]
Total principal debt	10,000	27,500
Highbridge Capital Term Loan
Debt Instrument [Line Items]
Total principal debt	40,000	40,000
2022 Convertible Promissory Notes
Debt Instrument [Line Items]
Total principal debt	$ 4,257	$ 4,257

Debt Arrangements - Summary of Debt Arrangements (Parenthetical) (Details)		3 Months Ended
	Jan. 19, 2024	Mar. 31, 2024
Structural Capital Term Loan
Debt Instrument [Line Items]
Debt instrument, maturity date	Jan. 01, 2025	Jan. 01, 2025
Structural Capital Term Loan \| Minimum [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate		13.50%
Highbridge Capital Term Loan
Debt Instrument [Line Items]
Debt instrument, interest rate		13.00%
Debt instrument, maturity date		Jan. 31, 2025
2022 Convertible Promissory Notes
Debt Instrument [Line Items]
Debt instrument, interest rate		15.00%
Debt instrument, maturity date		Jun. 30, 2024
Prime Rate [Member] \| Structural Capital Term Loan
Debt Instrument [Line Items]
Debt instrument, variable rate		7.00%

Debt Arrangements - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended
	Jan. 19, 2024	Mar. 31, 2024
Structural Capital Term Loan [Member]
Debt Instrument [Line Items]
Debt instrument, maturity date	Jan. 01, 2025	Jan. 01, 2025
Repayments of Debt	$ 17,500
Loss recognized on partial debt extinguishment	1,405
Debt instrument capitalized cost related to third amendment	225
Debt instrument fee paid	6,053
Highbridge Capital Term Loan [Member]
Debt Instrument [Line Items]
Debt instrument, maturity date		Jan. 31, 2025
Debt instrument capitalized cost related to fourth amendment	341
Gain or loss of debt instrument modification	$ 0

Stock-based Compensation - Additional Information (Details) - shares			3 Months Ended
	Jan. 01, 2024	Jun. 16, 2023	Mar. 31, 2024	Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based awards granted			0	0
2013 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Increase in common stock reserved for issuance	553,278
2023 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock reserved for issuance		1,383,197
Shares available for future grants			1,691,121
2023 Employee Stock Purchase Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock sold to employees		221,311
Shares increased in ESPP	110,655

Stock-based Compensation - Schedule of Non-cash Stock Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation expense	$ 718	$ 77
Cost of revenue
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation expense	3
Research and development
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation expense	118	23
Sales and marketing
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation expense	86	6
Operations and support
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation expense	39	10
General and Administrative
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation expense	$ 472	$ 38

Income Taxes - Additional Information (Details)	3 Months Ended
Income Taxes - Additional Information (Details)	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Cumulative operating loss year	3 years

Leases - Summary of Operating Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Leases [Abstract]
Lease cost	$ 300	$ 296
Sublease income	(69)	(69)
Total lease cost	$ 231	$ 227

Leases - Summary of Remaining Maturities of Operating Lease Liabilities (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Leases [Abstract]
2024	$ 700
2025	809
2026	827
2027	617
2028	59
Thereafter	59
Total lease payments	3,071
Less imputed interest	(504)
Present value of lease liabilities	$ 2,567

Leases - Summary of Additional Information Relating to Company's Operating Leases (Details)	Mar. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Weighted average remaining lease term (years)	3 years 7 months 6 days	3 years 9 months 18 days
Weighted average discount rate	10.20%	10.10%

Subsequent Events - Additional Information (Details) - Employee	3 Months Ended
	Jun. 30, 2024	Mar. 31, 2024
Subsequent Event [Line Items]
Decrease in number of employees		25
Percentage of decrease in employees		7.00%
Forecast
Subsequent Event [Line Items]
Decrease in number of employees	38
Percentage of decrease in employees	12.00%

Urgent ly (NASDAQ:ULY)
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From May 2024 to Jun 2024

Urgent ly (NASDAQ:ULY)
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From Jun 2023 to Jun 2024

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