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 September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 ( ...

Customer and Service Provider Network - As of June 30, 2023, the company has 58 Customer Partners and over 66,000 participating Service Provider vehicle drivers in its network[108]. Financial Performance - Total revenue for Q2 2023 increased by $0.6 million, or 1%, to $44.0 million compared to $43.3 million in Q2 2022, driven by higher rates charged to existing Customer Partners[143]. - Net loss for Q2 2023 was $6.4 million, compared to a net loss of $18.5 million in Q2 2022, indicating improved financial performance[142]. - Total revenue for the six months ended June 30, 2023, increased by $10.1 million, or 12%, to $93.6 million from $83.5 million in the same period of 2022, driven by increased dispatch volume and rates[159]. - Gross profit for Q2 2023 was $9.3 million, a 184% increase from $3.3 million in Q2 2022, attributed to rate increases and reduced first call costs[147]. - Gross profit increased to $18.5 million for the six months ended June 30, 2023, compared to $5.7 million in the same period of 2022, representing a growth of 225%[161]. Operating Expenses - Non-GAAP operating expenses for the three months ended June 30, 2023, were $13.4 million, down from $17.8 million in 2022, reflecting a focus on cost management[128]. - Cost of revenue decreased by $5.4 million, or 13%, to $34.7 million in Q2 2023 from $40.1 million in Q2 2022, primarily due to a decline in dispatch volume[146]. - Research and development expenses decreased by $0.8 million, or 17%, to $3.7 million in Q2 2023 from $4.4 million in Q2 2022, reflecting a reduction in employee-related expenses[148]. - Sales and marketing expenses decreased by $0.6 million, or 39%, to $0.9 million in Q2 2023 from $1.4 million in Q2 2022, driven by lower employee-related costs and reduced marketing activities[150]. - Operations and support expenses decreased by $3.6 million, or 37%, to $6.0 million in Q2 2023 from $9.7 million in Q2 2022, due to migration of customer support resources and reduced employee costs[152]. - General and administrative expenses increased by $1.3 million, or 38%, to $4.8 million in Q2 2023 from $3.5 million in Q2 2022, primarily due to transaction-related expenses associated with a planned merger[155]. - Cost of revenue decreased by $2.8 million, or 4%, to $75.0 million for the six months ended June 30, 2023, from $77.8 million in the same period of 2022[160]. - Research and development expenses decreased by $1.0 million, or 12%, to $7.4 million for the six months ended June 30, 2023, from $8.4 million in the same period of 2022[162]. - Sales and marketing expenses decreased by $0.9 million, or 32%, to $1.9 million for the six months ended June 30, 2023, from $2.8 million in the same period of 2022[164]. - Operations and support expenses decreased by $5.7 million, or 30%, to $13.2 million for the six months ended June 30, 2023, from $18.9 million in the same period of 2022[166]. - General and administrative expenses increased by $4.9 million, or 66%, to $12.2 million for the six months ended June 30, 2023, from $7.4 million in the same period of 2022[168]. Cash Flow and Debt - As of June 30, 2023, the company had $13.0 million in cash, cash equivalents, and restricted cash, with a total debt balance of $123.1 million[175]. - Net cash used in operating activities for the six months ended June 30, 2023, was $8.8 million, compared to $24.6 million in the same period of 2022[182]. - Net cash provided by financing activities for the six months ended June 30, 2023, was $14.4 million, primarily due to proceeds from the 2023 Notes and the Structural Loan Agreement[185]. Merger and Strategic Initiatives - The pending merger with Otonomo is expected to close on October 19, 2023, with Otonomo's shareholders owning approximately 39.7% of the combined company[112]. - The company anticipates that the merger will enhance customer service experience by improving data capabilities and features[109]. - The company is focused on investing in proprietary technology and machine learning to optimize service provider supply models and operational processes[118]. - The company expects operating expenses to decrease in the short term but increase over the long term as targeted investments in growth continue[118]. Customer Satisfaction and Market Trends - Consumer satisfaction score (CSAT) remained stable at 4.5 for both the three and six months ended June 30, 2023[122]. - The company has historically generated higher levels of roadside assistance service requests during summer and winter months due to increased consumer travel[119]. Foreign Currency Transactions - The volatility of exchange rates is influenced by various unpredictable factors, impacting the company's foreign currency transactions[196]. - The company has not engaged in hedging foreign currency transactions to date, but may consider it in the future[196]. - A hypothetical 10% change in the relative value of the U.S. dollar to other currencies would not have materially affected the company's financial statements[197]. Going Concern - The company has substantial doubt about its ability to continue as a going concern due to recurring losses and negative cash flows from operations[172].

Table of Contents AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER As filed with the Securities and Exchange Commission on October 13, 2023 Registration No. 333-273463 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 THE SECURITIES ACT OF 1933 URGENT.LY INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 7389 46-2848640 (I.R.S. Employer Ident ...

Registration No. 333-273463 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on September 27, 2023 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 URGENT.LY INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Delaware 7389 46-2848640 (I.R.S. Employer Identification Number) If any o ...

Table of Contents As filed with the Securities and Exchange Commission on July 26, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 URGENT.LY INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 7389 46-2848640 (Primary Standard Industrial Classification Code Number) 8609 Westwood Center Drive, Suite 810 Vienna, VA 2 ...