1. Organization

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

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

Liquidity Risk and Going Concern

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

The Company has a history of recurring operating losses and has required debt and equity financing to finance its operations. The Company reported an accumulated deficit of $204,280 as of March 31, 2025 and an operating loss of $2,447 for the three months ended March 31, 2025. The Company’s liquid assets at March 31, 2025 consist of cash, cash equivalents and restricted cash totaling $6,410 and a principal debt balance of $56,749. Combined with the Company’s history of operating losses, this raises substantial doubt about the Company’s ability to continue as a going concern.

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

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

Restructuring

In the first quarter of 2025, 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 23 employees, or 13% of the Company’s total employees as of December 31, 2024. These actions resulted in restructuring charges totaling $174 for the three months ended March 31, 2025.