1. Organization and Description of Business

Urgent.ly Inc. (collectively along with other wholly-owned subsidiaries, “Urgent.ly” or the “Company”) 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. The Company is headquartered in Ashburn, Virginia.

Effective March 17, 2025, the Company amended its Certificate of Incorporation to effect a 1-for-12 reverse stock split (the “Reverse Stock Split”) of its common stock (“Common Stock”). The Company has adjusted all periods presented for the effects of the stock split.

Liquidity Risk and Going Concern

The accompanying 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 $219,223 as of December 31, 2025 and an operating loss of $8,873 for the year ended December 31, 2025. At December 31, 2025, the Company had a principal debt balance of $64,439 which matures in 2026 and liquid assets consisting of cash, cash equivalents and restricted cash totaling $5,289. Combined with the Company’s history of operating losses, this raises substantial doubt about the Company’s ability to continue as a going concern.

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

In the event the Company is unable to refinance its current debt and improve its operating results during the next twelve months from the date of issuance of the consolidated financial statements, the Company may not have sufficient cash flows and liquidity to finance its business operations as currently contemplated. The 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.