Exhibit 99.1

PROSPECTUS FOR UP TO

6,185,748

SHARES OF COMMON STOCK AND

WARRANTS

URGENT.LY INC.

To the shareholders of Otonomo Technologies Ltd.:

The board of directors of Otonomo Technologies Ltd., a company organized under the laws of the State of Israel (“Otonomo”), has approved the Agreement and Plan of Merger, dated February 9, 2023, by and among Urgent.ly Inc., a Delaware corporation (“Urgently”), U.O Odyssey Merger Sub Ltd., a company organized under the laws of the State of Israel and a direct wholly owned subsidiary of Urgently (“Merger Sub”), and Otonomo (as it may be amended and/or restated from time to time, the “Merger Agreement”). If the Merger Agreement is adopted by Otonomo shareholders and the transactions under the Merger Agreement are consummated, Merger Sub will merge with and into Otonomo, with Otonomo surviving the merger as a direct wholly owned subsidiary of Urgently (the “Merger”). The combined company following the Merger is referred to herein as the Combined Company.

Pursuant to the Merger Agreement, each ordinary share of no par value of Otonomo (each, an “Otonomo Ordinary Share”) that is issued and outstanding (other than certain excluded shares) immediately prior to the time at which the Israeli Registrar of Companies issues the certificate of merger in accordance with Section 323(5) of the Israeli Companies 5759-1999 Law (the “Effective Time”) will be deemed transferred to Urgently in consideration for the right to receive a number of shares of Urgently common stock, par value $0.001 per share (“Urgently common stock”), equal to the Exchange Ratio (as defined herein). The final Exchange Ratio will be determined in accordance with the terms set forth in the Merger Agreement.

In addition, each warrant to acquire Otonomo Ordinary Shares (each, an “Otonomo Warrant”) that is outstanding and unexercised immediately prior to the Effective Time will be assumed by Urgently and automatically converted into a warrant to acquire shares of Urgently common stock (each, an “Assumed Warrant”), which will have the same terms and conditions as applied to the Otonomo Warrants immediately prior to the Effective Time. The number of shares of Urgently common stock subject to each Assumed Warrant will be equal to the product (rounded to the nearest whole number, with .5 being rounded up) obtained by multiplying (i) the number of Otonomo Ordinary Shares subject to the Otonomo Warrants immediately prior to the Effective Time by (ii) the Exchange Ratio, and the exercise price per share of Urgently common stock will be equal to the quotient of (x) the exercise price per Otonomo Ordinary Share immediately prior to the Effective Time divided by (y) the Exchange Ratio (rounded to the nearest whole cent (with .05 being rounded up)).

Additionally, each option to purchase Otonomo Ordinary Shares (each, an “Otonomo Option”) that has an exercise price per share that is less than the Fair Market Value (as defined in the applicable Otonomo equity plan) of one Otonomo Ordinary Share as of the third (3rd) business day prior to the Anticipated Closing Date (as defined in the Merger Agreement) (such date the “Option Measurement Date” and such options, the “Otonomo In-the-Money Options”) will be accelerated, such that all Otonomo In-the-Money Options will be vested and exercisable as of not later than the Option Measurement Date.

Effective as of immediately prior to Determination Time (as defined in the Merger Agreement), each Otonomo In-the-Money Option that then remains outstanding and unexercised will be deemed to be exercised in full (on a “net exercise” cashless basis) and cancelled, and each holder of Otonomo In-the-Money Options will receive a number of fully vested Otonomo Ordinary Shares (rounded down to the next whole share) equal to the quotient

obtained by dividing (a) the product of (i) the excess, if any, of the Fair Market Value of one Otonomo Ordinary Share as of the Option Measurement Date divided by the per share exercise price of such Otonomo In-the-Money Option, multiplied by (ii) the number of Otonomo Ordinary Shares subject to such Otonomo In-the-Money Options, by (b) the Fair Market Value of one Otonomo Ordinary Share as of the Option Measurement Date. Each Otonomo Option that then remains outstanding and unexercised and that is not an Otonomo In-the-Money Option will automatically be cancelled without any payment being made in respect thereof.

At the Effective Time, each restricted share unit award relating to the Otonomo Ordinary Shares that is outstanding immediately prior to the Effective Time, other than those that vest by reason of the consummation of the Merger (each, an “Otonomo RSU Award”), will be assumed by Urgently. Each Otonomo RSU Award will be automatically converted into a restricted stock unit award relating to shares of Urgently common stock (each, an “Adjusted RSU Award”) and will have the same terms and conditions as applied to the Otonomo RSU Awards immediately prior to the Effective Time. The Adjusted RSU Awards will settle in the number of shares of Urgently common stock equal to the product (rounded to the nearest whole number, with .5 being rounded up) obtained by multiplying (i) the number of Otonomo Ordinary Shares subject to the Otonomo RSU Award immediately prior to the Effective Time by (ii) the Exchange Ratio (rounded to the nearest whole cent, with .05 being rounded up).

On July 28, 2023, Urgently conducted a 1-for-90 reverse stock split of Urgently common stock, after obtaining approval by Urgently’s stockholders.

In addition, on August 3, 2023, Otonomo conducted a reverse share split at a ratio of 1-for-15, which was approved by Otonomo’s shareholders.

On August 23, 2023, Otonomo announced the expiration and results of its exchange offer and consent solicitation relating to the outstanding Otonomo Warrants. Otonomo has been advised that 5,496,433 public Otonomo Warrants, or approximately 63.7% of the outstanding public Otonomo Warrants, and 5,200,000 private placement Otonomo Warrants, representing all of the outstanding private placement Otonomo Warrants, were validly tendered and not withdrawn prior to the expiration of the offer and consent solicitation. Otonomo expects to accept all validly tendered Otonomo Warrants in exchange for 0.0167 Otonomo Ordinary Shares per Otonomo Warrant on or before August 25, 2023. In addition, pursuant to the consent solicitation, Otonomo received approval from the holders of a majority of the public Otonomo Warrants of an amendment to the warrant agreement governing the Otonomo Warrants (the “Warrant Amendment”). On August 23, 2023, Otonomo executed the Warrant Amendment and announced that it will exercise its right, in accordance with the terms of the Warrant Amendment, to exchange all remaining untendered Otonomo Warrants for Otonomo Ordinary Shares at an exchange ratio of 0.01503 Otonomo Ordinary Shares for each Otonomo Warrant. Otonomo has fixed the date for such exchange as September 7, 2023.

At the Closing (as defined herein), on a fully diluted basis and based on assumptions as of June 30, 2023, Urgently stockholders as of immediately prior to the Effective Time (the “legacy Urgently stockholders”) are expected to own approximately 61.1% of the outstanding shares of common stock of the Combined Company and Otonomo shareholders immediately prior to the Effective Time (the “legacy Otonomo shareholders”) are expected to own approximately 38.9% of the outstanding shares of common stock of the Combined Company.

In connection with the Merger Agreement, on February 9, 2023, Urgently, Otonomo and certain Otonomo shareholders entered into voting agreements (the “Otonomo Voting Agreements”), pursuant to which such Otonomo shareholders agreed (i) to vote their Otonomo Ordinary Shares in favor of (x) the Merger and the adoption of the Merger Agreement and any other matters necessary or reasonably requested by Otonomo or Urgently for consummation of the Merger, and (y) any other matters set forth in a written consent relating to the Merger, (ii) to vote against certain competing proposals and any proposal that would reasonably be expected to materially impede, interfere with, delay, postpone, or adversely affect the Merger, or to the knowledge of such shareholder, result in a breach of a covenant, representation, or warranty of Otonomo under the Merger Agreement, and (iii) not to transfer their Otonomo Ordinary Shares prior to the Closing (as defined herein).

The Otonomo Board has (i) determined that the Merger is advisable, fair to, and in the best interests of, Otonomo and its shareholders, (ii) approved the Merger Agreement, the Merger and the other actions contemplated by the Merger Agreement, (iii) determined that considering the financial position of the

merging companies, no reasonable concern exists that, as a result of the Merger, the Combined Company will be unable to fulfill the obligations of Otonomo to its creditors, and (iv) approved and determined to recommend the approval and adoption of the Merger Agreement, the approval of the Merger and thereby approval of the transactions contemplated by the Merger Agreement to the shareholders of Otonomo. The Otonomo Board (excluding directors who may be deemed to have a personal interest in the Merger, as defined under the Companies Law) unanimously recommends that Otonomo shareholders vote “FOR” the Merger Proposal, “FOR” the CEO Retention Bonus Proposal and “FOR” the CFO Retention Bonus Proposal, each as described in the accompanying proxy statement/prospectus.

Although Urgently is not currently a public reporting company, following the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the Closing, Urgently will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Urgently intends to apply for listing of its common stock and its warrants on the Nasdaq Stock Market (“Nasdaq”) under the proposed symbols “ULY” and “ULYWW,” respectively, to be effective following the effectiveness of the Merger. It is a condition of the consummation of the Merger that Urgently’s common stock and warrants are approved for listing on Nasdaq (subject only to official notice of issuance thereof and round lot holder requirements). While trading on Nasdaq is expected to begin on the first business day following the date of completion of the Merger, there can be no assurance that the common stock and warrants of the Combined Company will be listed on Nasdaq or that a viable and active trading market will develop. See “Risk Factors” beginning on page 39 for more information.

Proposals to approve the Merger Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the special general meeting of Otonomo shareholders scheduled to be held on September 18, 2023 at Otonomo’s executive offices at 16 Abba Eban Blvd., Herzliya Pituach 467256, Israel.

Your vote is very important. To ensure your representation at Otonomo’s special general meeting, please complete and return the applicable enclosed proxy card or submit your proxy by phone, mail or the Internet. Please vote promptly whether or not you expect to attend Otonomo’s special general meeting. Submitting a proxy now will not prevent you from being able to vote at Otonomo’s special general meeting.

The Combined Company will be an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

This proxy statement/prospectus provides you with detailed information about the Merger and other matters to be considered at the special general meeting of Otonomo. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should carefully consider the risk factors described in “Risk Factors” beginning on page 39 of this proxy statement/prospectus.

Benjamin Volkow

Chief Executive Officer, Founder and Director

Otonomo Technologies Ltd.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE MERGER OR THE OTHER TRANSACTIONS CONTEMPLATED HEREBY, AS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated September 8, 2023, and was first mailed to shareholders of Otonomo on or about July 25, 2023.

OTONOMO TECHNOLOGIES LTD.

16 Abba Eban Blvd.

Herzliya Pituach 467256, Israel

NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON SEPTEMBER 18, 2023

To the shareholders of Otonomo Technologies Ltd.:

NOTICE IS HEREBY GIVEN that a special general meeting of shareholders (the “Special Meeting”) of Otonomo Technologies Ltd. (“Otonomo”), will be held on September 18, 2023 at 5:00 p.m., Israel time, at Otonomo’s executive offices at 16 Abba Eban Blvd., Herzliya Pituach 467256, Israel.

At the Special Meeting, the holders of ordinary shares, no par value per share (the “Otonomo Ordinary Shares”), will be asked to consider and vote on the following proposals, which are more fully described in the accompanying proxy statement/prospectus:

(1)

To approve, pursuant to Section 320 of the Israeli Companies Law, 5759-1999 (together with the regulations promulgated thereunder, the “Companies Law”), the merger contemplated by the Agreement and Plan of Merger, dated February 9, 2023 (as it may be amended from time to time, the “Merger Agreement”), by and among Otonomo, Urgent.ly Inc., a Delaware corporation (“Urgently”) and U.O Odyssey Merger Sub Ltd. (“Merger Sub”), a company formed under the laws of the State of Israel and a direct wholly owned subsidiary of Urgently, including approval of: (i) the merger transaction contemplated by the Merger Agreement pursuant to Sections 314 through 327 of the Companies Law, whereby Merger Sub will merge with and into Otonomo, with Otonomo surviving and becoming a direct wholly owned subsidiary of Urgently (the “Merger”); (ii) the Merger Agreement; (iii) the consideration to be received by Otonomo’s shareholders in the Merger, other than holders of “Excluded Shares” (as defined in the Merger Agreement), consisting of a number of shares of Urgently’s common stock, par value $0.001 per share (“Urgently common stock”), equal to the Exchange Ratio (as defined in the Merger Agreement), subject to the withholding of any applicable taxes, for each Otonomo Ordinary Share held as of immediately prior to the effective time of the Merger (the “Effective Time”); (iv) the purchase of a tail endorsement to Otonomo’s current directors’ and officers’ liability insurance policy for a period of seven years commencing at the Effective Time in accordance with the terms of the Merger Agreement; and (v) all other transactions and arrangements contemplated by the Merger Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A (collectively, the “Merger Proposal”);

(2)

To approve the payment of a transaction retention bonus to Mr. Benjamin Volkow, Otonomo’s Chief Executive Officer and Chairman of Otonomo’s board of directors (the “Otonomo Board”), subject to the terms set forth in the retention award agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex E (the “CEO Retention Bonus Proposal”); and

(3)

To approve the payment of a transaction retention bonus to Ms. Bonnie Moav, Otonomo’s Chief Financial Officer, with respect to the portion of such bonus which exceeds the maximum amount permitted under the Company’s compensation policy, subject to the terms set forth in the retention award agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex E (the “CFO Retention Bonus Proposal” and, together with the Merger Proposal and the CEO Retention Bonus Proposal, the “Proposals”).

Under Otonomo’s amended and restated articles of association (the “Articles”) and the Companies Law, the approval of the Merger Proposal requires the affirmative vote of holders of at least a majority of the Otonomo Ordinary Shares present, in person or by proxy (including by voting deed), and voting on the Merger Proposal at a quorate Special Meeting and compliant with Section 320(c) of the Companies Law (not taking into consideration abstentions or broker non-votes), excluding any Otonomo Ordinary Shares that are held by Urgently, Merger Sub or (i) a person holding, directly or indirectly, either (a) 25% or more of the voting rights of Urgently or Merger Sub, or (b) the right to appoint 25% or more of the directors of Urgently or Merger Sub or (ii) one of such person’s spouse, siblings, parents, grandparents, descendants, spouse’s descendants, siblings, or parents, or the spouse of any such person, or a corporation controlled by any one or more of such persons or by Urgently or Merger Sub.

Under the Articles and the Companies Law, the approval of each of the CEO Retention Bonus Proposal and the CFO Retention Bonus Proposal requires the affirmative vote of holders of at least a majority of the Otonomo Ordinary Shares present, in person or by proxy (including by its voting deed), and voting on such proposals at a quorate Special Meeting (not taking into consideration abstentions or broker non-votes). In addition, in order to approve each of the CEO Retention Bonus Proposal and the CFO Retention Bonus Proposal, the Otonomo shareholders’ approval must either (i) include at least a majority of the Otonomo Ordinary Shares voted by shareholders who are not controlling shareholders (within the meaning of the Companies Law) and who are not shareholders who have a personal interest (within the meaning of the Companies Law) in the approval of such proposals, not taking into consideration abstentions or broker non-votes or (ii) be obtained such that the total number of Otonomo Ordinary Shares held by non-controlling shareholders and non-interested shareholders voted against such proposals does not represent, in each case, more than two percent of the outstanding Otonomo Ordinary Shares.

For purposes of the foregoing conditions, a “personal interest” means a shareholder’s personal interest in an act or a transaction of a company (i) including the personal interest of any member of a shareholder’s immediate family (i.e., spouse, sibling, parent, parent’s parent, descendant, the spouse’s descendant, sibling or parent, and the spouse of each of these) or an interest of an entity with respect to which the shareholder (or such family member thereof) serves as a director or the chief executive officer, owns at least 5% of the shares or its voting power or has the right to appoint a director or the chief executive officer; and (ii) excluding an interest arising solely from the ownership of Otonomo Ordinary Shares. In determining whether a vote cast by proxy is disinterested, the conflict of interest/personal interest of the proxy holder is also considered and will cause that vote to be treated as the vote of an interested shareholder, even if the shareholder granting the proxy does not have a conflict of interest or personal interest in the matter being voted upon.

Under Section 268 of the Companies Law, a “controlling shareholder” is any shareholder that has the ability to direct a company’s activities (other than solely by means of being a director or office holder of the company) including a person who holds 25% or more of the voting rights at the general meeting of Otonomo if there is no other person who holds more than 50% of the voting rights of Otonomo. For these purposes, two or more persons holding voting rights in a company, each of whom has a personal interest in the approval of the transaction being brought for approval of a company’s shareholders are considered to be joint holders. A person is presumed to be a controlling shareholder if he, she or it holds or controls, by himself, herself or itself, or together with others, one-half or more of any one of the “means of control” of a company. “Means of control” is defined as any one of the following: (i) the right to vote at a general meeting of a company, or (ii) the right to appoint directors of a company or its chief executive officer.

Prior to the approval of the Merger Agreement by the Otonomo Board, it was disclosed to the Otonomo Board that certain executive officers of Otonomo, including Mr. Benjamin Volkow, the Chairman of the Otonomo Board and Otonomo’s Chief Executive Officer, (i) have personal interests in the Merger (arising, in part, from the retention bonus being paid by Otonomo to certain executives officers in connection with the contemplated Merger in the aggregate amount of $1.47 million in cash (which includes, for the avoidance of doubt, the M&A Retention Bonus)) and (ii) may negotiate new employment/consulting terms with Urgently to go into effect after the Effective Time. Mr. Benjamin Volkow disclosed to the Otonomo Board prior to its approval of the Merger Agreement that (x) he is expected to serve as a director on the board of directors of Urgently after the Merger and that such service may rise to a personal interest and (y) pursuant to the terms of the Merger Agreement, Otonomo’s directors and executive officers will be entitled to continued indemnification and directors’ and officers’ liability insurance for a period of seven years after the Effective Time. In light of those personal interests, in accordance with the provisions of the Companies Law, the Merger Proposal was approved by the audit committee of the Otonomo Board prior to being approved by the Otonomo Board. In addition, the CEO Retention Bonus Proposal, the CFO Retention Bonus Proposal and the procurement of a tail endorsement to Otonomo’s current directors’ and officers’ liability insurance policy for a period of seven years after the Effective Time were each approved by the compensation committee of Otonomo Board prior to being approved by the Otonomo Board. The aggregate voting rights of the Otonomo shareholders who are deemed to have a personal interest in the Merger by virtue of the foregoing are not expected to exceed 25% of the total voting rights in the Special Meeting. These interests are described in more detail in the section titled “The Merger—Interests of Otonomo’s Directors and Executive Officers in the Merger.”

Only holders of record (including shares held through a bank, broker or other nominee that is a shareholder of record of Otonomo) of Otonomo Ordinary Shares at the close of business on July 20, 2023, the record date for the Special Meeting (the “Otonomo record date”), are entitled to attend and vote at the Special Meeting or any adjournment or postponement thereof.

Whether or not you plan to attend the Special Meeting, it is important that your Otonomo Ordinary Shares be represented and voted at the meeting. Accordingly, after reading this notice of special general meeting of

shareholders and the accompanying proxy statement/prospectus, please complete and submit each proxy or voting instruction form that you receive as follows:

(i) If you hold your shares in “street name” through a broker, bank or other nominee on the Nasdaq Stock Market, please vote in accordance with the instructions on the nominee’s voting instructions from(s), which may include instructions about voting by telephone or over the Internet (at www.proxyvote.com). If you hold your shares in “street name”, you may also vote your shares in person at the Special Meeting, but you must obtain a “legal proxy” from the bank, broker or other nominee that holds your Otonomo Ordinary Shares directly, giving you the right to vote the shares at the meeting, including a proof of ownership form as of the record date for the Special Meeting.

(ii) If your Otonomo Ordinary Shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered, with respect to those shares, the shareholder of record. In such case, these proxy materials are being sent directly to you. As the shareholder of record, you have the right to use the proxy card to grant your voting proxy or proxies directly to each of Mr. Benjamin Volkow, Chairman of Board of Directors and Chief Executive Officer of the Company and Ms. Maya Nassie-Neeman, General Counsel of Otonomo, or to vote in person at the Special Meeting. If you deliver or mail your proxy card in the self-addressed, stamped envelope enclosed with the proxy statement, it or they must be received by Vote Processing c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 not later than 11:59 p.m., Eastern time, on September 17, 2023, to be validly included in the applicable tallies of Otonomo Ordinary Shares voted at the Special Meeting. Alternatively, if you are delivering or mailing your proxy or proxies to Otonomo’s offices in Israel (to the address given above), it or they must be received by no later than 6:59 a.m., Israel time, on September 18, 2023.

In connection with the Special Meeting, Otonomo is sending to its shareholders of record as of the Otonomo record date the accompanying proxy statement/prospectus, which describes, among other matters, the Proposals to be voted upon at the Special Meeting, the Merger, the Merger Agreement, Urgently and its business and the mechanics through which Urgently common stock will be received in the Merger by Otonomo’s shareholders. Otonomo is also sending to its shareholders of record as of the Otonomo record date a proxy card, and banks, brokers and nominees are sending voting instruction forms, enabling shareholders to submit their votes on the Proposals. Please complete and submit such proxy card to ensure that all of your Otonomo Ordinary Shares are counted towards the applicable vote tallies needed for the approval of the Proposals at the Special Meeting.

Otonomo will also furnish to the SEC copies of this notice, and the accompanying cover letter, proxy statement/prospectus and form of proxy card, as exhibits to a Report of Foreign Private Issuer on Form 6-K.

You may also direct any questions about the Merger to, and request additional copies of this document, and the accompanying cover letter, proxy statement/prospectus and form of proxy card, from Otonomo’s proxy solicitor at:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Banks and Brokers Call: (212) 269-5500

Call Toll Free: (800) 290-6426

Email: OTMO@dfking.com

This communication is not a substitution for the proxy statement/prospectus or for any other documents that Otonomo may furnish to, or file with, the SEC, or that Otonomo may send to its shareholders in connection with, the proposed Merger. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FURNISHED TO OR FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Shareholders will be able to obtain free copies of the proxy statement/prospectus, and any other documents furnished by Otonomo to, or filed by Otonomo with, the SEC (when available), at the SEC’s website at www.sec.gov. Copies of documents furnished by Otonomo may also be obtained for free at Otonomo’s investor relations website, www.investors.otonomo.io.

In accordance with, and subject to, the provisions of the Companies Law and the regulations promulgated thereunder, any Otonomo shareholder possessing at least 1% of the outstanding voting rights by virtue of such shareholder’s ownership of Otonomo Ordinary Shares may submit to Otonomo a proposed additional agenda item for consideration at the Special Meeting no later than September 15, 2023, provided that such proposal is appropriate for consideration by Otonomo’s shareholders at the Special Meeting. Such proposal should be submitted in writing to Otonomo at the following address: Otonomo Technologies Ltd., 16 Abba Eban Blvd., Herzliya Pituach 467256, Israel, Attn: Ms. Maya Nassie-Neeman, General Counsel. If the Otonomo Board determines that a shareholder proposal has been duly and timely received and is appropriate for inclusion in the agenda of the Special Meeting, Otonomo will publish a revised agenda for the Special Meeting in accordance with the provisions of the Companies Law and the regulations promulgated thereunder by way of furnishing a Report of Foreign Private Issuer on Form 6-K to the SEC; however, the record date for the Special Meeting will not change as a result.

We currently know of no other business to be transacted at the Special Meeting, other than as set forth above; but, if any other matter is properly presented at the meeting, the persons named in the proxy card will vote upon such matters in accordance with their best judgment.

THE OTONOMO BOARD (EXCLUDING DIRECTORS WHO MAY BE DEEMED TO HAVE A PERSONAL INTEREST IN THE MERGER, AS DEFINED UNDER THE COMPANIES LAW) UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE MERGER PROPOSAL, “FOR” THE CEO RETENTION BONUS PROPOSAL AND “FOR” THE CFO RETENTION BONUS PROPOSAL.

Sincerely,

Benjamin Volkow

Chairman of the Board of Directors and Chief Executive Officer

ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Urgently, constitutes a prospectus of Urgently under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Urgently common stock to be issued to Otonomo’s shareholders and the Assumed Warrants to be issued to Otonomo’s warrantholders in accordance with the Merger Agreement.

You should rely only on the information contained in this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this proxy statement/prospectus to Otonomo shareholders nor the issuance by Urgently of its common stock and warrants in connection with the Merger will create any implication to the contrary.

Information contained in this proxy statement/prospectus regarding Urgently has been provided by Urgently and information contained in this proxy statement/prospectus regarding Otonomo has been provided by Otonomo.

Except where specifically noted, the information contained in this proxy statement/prospectus gives effect to (i) the 1-for-90 reverse stock split of Urgently common stock, which was approved by Urgently’s stockholders and effective as of July 28, 2023, and (ii) the reverse share split of Otonomo Ordinary Shares at a ratio of 1-for-15, which was approved by Otonomo’s shareholders and effective as of August 3, 2023.

The information contained in this proxy statement/prospectus does not give effect to the effects of the Exchange Offer and Consent Solicitation (as defined herein).

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

TABLE OF CONTENTS


CERTAIN DEFINED TERMS			1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			6
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING			8
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS			19
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA AND PER SHARE FINANCIAL INFORMATION			36
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			37
MARKET PRICE AND DIVIDEND INFORMATION			38
RISK FACTORS			39
OTONOMO’S SPECIAL GENERAL MEETING			118
THE MERGER PROPOSAL			124
THE MERGER			125
THE MERGER AGREEMENT			172
CEO RETENTION BONUS PROPOSAL			190
CFO RETENTION BONUS PROPOSAL			191
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			192
INFORMATION ABOUT URGENTLY			202
URGENTLY’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			213
INFORMATION ABOUT OTONOMO			237
OTONOMO’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			247
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			260
MATERIAL ISRAELI TAX CONSEQUENCES OF THE MERGER			270
DESCRIPTION OF SECURITIES FOLLOWING THE MERGER			274
COMPARISON OF STOCKHOLDER RIGHTS			283
BENEFICIAL OWNERSHIP OF SECURITIES			290
MANAGEMENT FOLLOWING THE MERGER			294
EXECUTIVE COMPENSATION			300
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			312
LEGAL MATTERS			318
EXPERTS			318
DELIVERY OF DOCUMENTS TO SHAREHOLDERS			319
URGENTLY STOCKHOLDER PROPOSALS AND NOMINATIONS			320
WHERE YOU CAN FIND MORE INFORMATION			320
INDEX TO URGENTLY FINANCIAL STATEMENTS			F-1
INDEX TO OTONOMO FINANCIAL STATEMENTS			F-56
ANNEX A—AGREEMENT AND PLAN OF MERGER			A-1
ANNEX B—FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF URGENT.LY INC.			B-1
ANNEX C—FORM OF AMENDED AND RESTATED BYLAWS OF URGENT.LY INC.			C-1
ANNEX D—FORM OF OTONOMO SHAREHOLDER VOTING AGREEMENT			D-1
ANNEX E—FORM OF RETENTION BONUS AGREEMENT			E-1
ANNEX F—OPINION OF DUFF & PHELPS			F-1
ANNEX G—FORM OF OTONOMO PROXY CARD			G-1

CERTAIN DEFINED TERMS

Unless otherwise stated or unless the context otherwise requires, references to:

“102 Ruling” mean the relevant ruling in relation to Israeli tax treatment of the 102 Securities and Otonomo RSU Awards subject to tax pursuant to Section 3(i) of the ITO.

“102 Securities” mean Section 102(b)(2) and 102(b)(3) of the ITO.

“104H Interim Ruling” mean the interim ruling with respect to the 104H Tax Ruling under the ITO.

“104H Tax Ruling” mean the relevant ruling(s), including an interim tax ruling, in relation to the Israeli tax treatment of shareholders who elect to be part of such ruling (and each of such holders is a registered shareholder or holds 5% or more of Otonomo’s issued and outstanding shares) pursuant to Section 104H of the Israeli Income Tax Ordinance [New Version] 5721 – 1961.

“Adjusted RSU Award” mean an Otonomo RSU Award that is automatically converted into a restricted stock unit award relating to shares of Urgently common stock.

“Articles” mean Otonomo’s amended and restated articles of association.

“Assumed Warrant” mean an Otonomo Warrant that is outstanding and unexercised immediately prior to the Effective Time that will be assumed by Urgently and automatically converted into a warrant to acquire shares of Urgently common stock.

“CEO Retention Bonus Proposal” mean the proposal to approve the payment of a transaction retention bonus to Mr. Benjamin Volkow, Otonomo’s Chief Executive Officer and Chairman of the Otonomo Board, subject to the terms set forth in the retention award agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex E.

“CFO Retention Bonus Proposal” mean the proposal to approve the payment of a transaction retention bonus to Ms. Bonnie Moav, Otonomo’s Chief Financial Officer, subject to the terms set forth in the retention award agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex E.

“Closing” mean the closing of the Merger.

“Closing Date” mean the closing date of the Merger.

“Code” mean the Internal Revenue Code of 1986, as amended.

“Combined Company” mean the combined company following the Merger.

“Companies Law” mean the Israeli Companies Law, 5759-1999, together with the regulations promulgated thereunder.

“Companies Registrar” mean the Companies Registrar of the State of Israel.

“Consumers” mean vehicle owners and operators who are the end users of Urgently’s platform.

“Current Bylaws” mean Urgently’s amended and restated bylaws as currently in effect.

“Current Charter” mean Urgently’s amended and restated certificate of incorporation as currently in effect.

“Customer Partners” mean Urgently’s enterprise customers, including original equipment manufacturers (OEMs), fleet, rental, ride-hailing, insurance, and other automotive industry participants who make Urgently’s platform available to consumers.

“de-SPAC” mean the transactions contemplated by that certain Business Combination Agreement, dated as of January 31, 2021, by and among Software Acquisition Group Inc. II, a Delaware corporation, Otonomo and Butterbur Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Otonomo.

“DGCL” mean the General Corporation Law of the State of Delaware.

“DTC” mean The Depository Trust Company.

“Effective Time” mean the time at which the Companies Registrar issues the certificate of merger in accordance with Section 323(5) of the Companies Law.

“Exchange Act” mean the Securities Exchange Act of 1934, as amended.

“Exchange Offer and Consent Solicitation” mean Otonomo’s exchange offer and consent solicitation relating to its outstanding warrants.

“Excluded Shares” mean Otonomo Ordinary Shares owned by any direct or indirect subsidiary of Otonomo.

“FASB” mean the Financial Accounting Standards Board.

“Forecasts” mean (i) certain non-public unaudited internal financial forecasts with respect to Otonomo covering multiple years on a standalone basis which were prepared by Otonomo’s management team (the “Otonomo Forecast”) and (ii) certain non-public unaudited internal financial forecasts with respect to Urgently covering multiple years on a standalone basis which were prepared by Urgently’s management team (the “Urgently Forecast”).

“GAAP” mean United States generally accepted accounting principles.

“Highbridge Loan Agreement” mean the Loan and Security Agreement, dated as of December 16, 2021, by and among Urgently, certain subsidiaries of Urgently, the lenders party thereto and Alter Domus (US) LLC, as agent for such lenders (as amended, restated, amended and restated, supplemented or otherwise modified from time to time).

“Investment Company Act” mean the Investment Company Act of 1940, as amended.

“ISA” mean the Israel Securities Authority.

“ISA No-Action Letter” mean a no-action letter from the ISA.

“ISL” mean Israeli Securities Law.

“ITO” mean the Israel Tax Ordinance.

“JOBS Act” mean the Jumpstart Our Business Startups Act of 2012.

“legacy Urgently stockholders” mean Urgently stockholders as of immediately prior to the Effective Time.

“legacy Otonomo shareholders” mean Otonomo shareholders immediately prior to the Effective Time.

“Loan Agreements” mean the Structural Loan Agreement (as defined below) together with the Highbridge Loan Agreement.

“M&A Retention Bonuses” mean the $1,470,000 in cash that Otonomo has agreed to pay certain of Otonomo’s executive officers in connection with the Merger.

“Merger” mean the transactions contemplated by the Merger Agreement, including the merger of Merger Sub with and into Otonomo, pursuant to which (i) Otonomo survives the merger as a direct wholly-owned subsidiary of Urgently and (ii) Otonomo’s equityholders exchange their equity interests in Otonomo for equity interests in Urgently, as further described herein.

“Merger Agreement” mean that Agreement and Plan of Merger, dated as of February 9, 2023, by and among Urgently, Merger Sub, and Otonomo.

“Merger Proposal” mean the proposal to approve (i) the Merger; (ii) the Merger Agreement; (iii) the consideration to be received by Otonomo’s shareholders in the Merger, other than holders of “Excluded Shares” (as defined in the Merger Agreement), consisting of a Urgently common stock, equal to the Exchange Ratio (as defined in the Merger Agreement), subject to the withholding of any applicable taxes, for each Otonomo Ordinary Share held as of immediately prior to the Effective Time; (iv) the purchase of a tail endorsement to Otonomo’s current directors’ and officers’ liability insurance policy for a period of seven years commencing at the Effective Time in accordance with the terms of the Merger Agreement; and (v) all other transactions and arrangements contemplated by the Merger Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A.

“Merger Sub” mean U.O Odyssey Merger Sub Ltd., a company organized under the laws of the State of Israel and direct wholly owned subsidiary of Urgently.

“Nasdaq” mean the Nasdaq Stock Market.

“NSIA Approval” mean a written notice to Urgently or Otonomo that the UK NSIA does not apply to the Merger.

“Otonomo” mean Otonomo Technologies Ltd., a company organized under the laws of the State of Israel.

“Otonomo Acquisition Proposal” mean any proposal, offer or indication of interest from any person (other than Urgently or its subsidiaries) relating to any direct or indirect acquisition or purchase, in one transaction or a series of transactions, of assets or businesses that constitute 15% or more of the consolidated net revenues, net income, or assets of Otonomo and its subsidiaries, taken as a whole, or 15% or more of any class of voting or equity securities of Otonomo, any tender offer or exchange offer or issuance of voting or equity securities that if consummated would result in any person beneficially owning 15% or more of any class of voting or equity securities of Otonomo, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution, joint venture, binding share exchange or similar transaction involving Otonomo or a wholly owned subsidiary of Otonomo pursuant to which any person or the stockholders of any person would own 15% or more of any class of voting or equity securities of Otonomo or of the surviving company or of any resulting parent company of Otonomo under such transaction, other than the transactions contemplated by the Merger Agreement.

“Otonomo Board” mean Otonomo’s board of directors.

“Option Measurement Date” mean the third (3rd) business day prior to the Anticipated Closing Date (as defined in the Merger Agreement).

“Otonomo In-the-Money Options” mean Otonomo Options that have an exercise per share that is less than the Fair Market Value (as defined in the applicable Otonomo equity plan) of one Otonomo Ordinary Share as of the Option Measurement Date.

“Otonomo Option” mean each option to purchase Otonomo Ordinary Shares.

“Otonomo Ordinary Shares” mean the ordinary shares, no par value per share, of Otonomo.

“Otonomo record date” mean July 20, 2023.

“Otonomo RSU Award” mean each restricted share unit award relating to Otonomo Ordinary Shares that is outstanding immediately prior to the Effective Time, other than those that vest by reason of the consummation of the Merger.

“Otonomo Shareholder Approval” mean the affirmative vote (or action by written consent) of the majority of the votes cast by the holders of the Otonomo Shares that are present and voting in person or by proxy (including by voting deed) at a quorate general meeting and compliant with the provisions of Section 320(c) of the Companies Law.

“Otonomo Superior Proposal” mean a bona fide Otonomo Acquisition Proposal (provided, that for purposes of this definition references to 15% in the definition of “Otonomo Acquisition Proposal” shall be deemed to be references to 50%) which the Otonomo Board determines in good faith (after consultation with outside counsel and a financial advisor of U.S. nationally recognized reputation) to be (i) more favorable to the shareholders of Otonomo from a financial point of view than the Merger, taking into account all relevant factors (including all the terms and conditions of such proposal and the Merger Agreement (including any changes to the terms of this Agreement proposed by Urgently in response to such offer or otherwise)) and (ii) reasonably capable of being completed, taking into account all financial, legal, regulatory and other aspects of such proposal.

“Otonomo Voting Agreements” mean the agreements entered into among Urgently, Otonomo and certain holders of Otonomo Ordinary Shares, pursuant to which such holders agreed to vote their shares in favor of the Merger, among other things.

“Otonomo Warrant” mean a warrant to purchase Otonomo Ordinary Shares.

“Partial M&A Retention Bonuses” mean the portion of the M&A Retention Bonus to be paid to each of Otonomo’s executive officers in the event that the Merger is not consummated by December 31, 2023.

“Proposals” mean the CEO Retention Bonus Proposal, the CFO Retention Bonus Proposal and the Merger Proposal.

“Proposed Bylaws” mean the proposed amended and restated bylaws to be adopted by Urgently immediately prior to, and subject to, the Closing (and which at and after the Closing will operate as the amended and restated bylaws of the Combined Company), a copy of which is attached as Annex C to this proxy statement/prospectus.

“Proposed Charter” mean the proposed amended and restated certificate of incorporation to be adopted by Urgently immediately prior to the Closing, a copy of which is attached as Annex B to this proxy statement/prospectus.

“SEC” mean the U.S. Securities and Exchange Commission.

“Securities Act” mean the Securities Act of 1933, as amended.

“Service Providers” mean mobile repair, towing and maintenance service professionals participating on Urgently’s platform.

“Special Meeting” mean the special general meeting of shareholders of Otonomo to consider matters relating to the Merger.

“Structural Loan Agreement” mean the Second Amended and Restated Loan and Security Agreement, dated as of July 12, 2022, with certain subsidiaries of Urgently, the lenders party thereto and Ocean II PLO LLC, as agent for such lenders (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time).

“UK NSIA” mean the United Kingdom National Security and Investment Act 2021.

“UK NSIA Notice” mean a notice submitted pursuant to the UK NSIA.

“UK Secretary of State” mean the Secretary of State at the Department for Business, Energy and Industrial Strategy of the United Kingdom.

“Urgently” mean Urgent.ly Inc., a Delaware corporation.

“Urgently Acquisition Proposal” mean any proposal or offer or indication of interest from any person (other than Otonomo or its subsidiaries) relating to (i) any direct or indirect acquisition or purchase, in one transaction or a series of transactions, of assets or businesses that constitute 49% or more of the consolidated net revenues, net income, or assets of Urgently and its subsidiaries, taken as a whole, or 49% or more of any class of voting or equity securities of Urgently, (ii) any tender offer or exchange offer or the issuance of voting or equity securities that if consummated would result in any person beneficially owning 49% or more of any class of voting or equity securities of Urgently, or (iii) any merger, amalgamation, consolidation, business combination, recapitalization, liquidation, dissolution, joint venture, binding share exchange or similar transaction involving Urgently or a wholly owned subsidiary of Urgently pursuant to which any person or the stockholders of any person would own 49% or more of any class of voting or equity securities of Urgently or of the surviving company or of any resulting parent company of Urgently under such transaction, other than the transactions contemplated by the Merger Agreement (provided, that with respect to entering into any agreement with respect to any Urgently Acquisition proposal, references to 49% in the definition of “Urgently Acquisition Proposal” shall be deemed to be references to 20%).

“Urgently Board” mean Urgently’s board of directors.

“Urgently common stock” mean shares of Urgently common stock, par value $0.001 per share.

“Urgently Convertible Promissory Notes” mean certain convertible notes issued by Urgently.

“Urgently Preferred Stock” mean shares of Urgently’s preferred stock, par value $0.001 per share.

“Urgently Related Person” mean (i) a person holding, directly or indirectly, either (a) 25% or more of the voting rights of Urgently or Merger Sub, or (b) the right to appoint 25% or more of the directors of Urgently or Merger Sub or (ii) one of such person’s spouse, siblings, parents, grandparents, descendants, spouse’s descendants, siblings, or parents, or the spouse of any such person, or a corporation controlled by any one or more of such persons or by Urgently or Merger Sub.

“Urgently Warrants” mean each warrant to acquire shares of Urgently common stock or shares of Urgently Preferred Stock.

“Withholding Tax Ruling” mean obtain the relevant ruling in relation to the Israeli tax treatment of payments of merger consideration paid to Otonomo shareholders and warrant holders who are not included in the 104H Tax Ruling (and generally acquired their shares or warrants on or after August 13, 2021 and hold less than 5% of Otonomo’s issued and outstanding shares).

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains or may contain “forward-looking statements” within the meaning of the Securities Act and the Exchange Act. Forward-looking terms such as “may,” “will,” “could,” “should,” “would,” “plan,” “potential,” “intend,” “anticipate,” “project,” “target,” “believe,” “estimate” or “expect” and 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 are statements which are not historical fact and involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties. Such forward-looking statements may include, but are not limited to, statements related to:

•

the Merger and satisfaction of the closing conditions to the Merger, including approval by Otonomo shareholders, regulatory and governmental approval and other customary closing conditions;

•

the impact of the Merger on the Combined Company’s earnings, creditworthiness, market value and growth rates, among other benefits;

•

the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

•

the expectation that the Combined Company will become an SEC registrant and that the common stock of the Combined Company will be listed on Nasdaq following the Merger;

•

the Combined Company’s ability to raise financing in the future;

•

the Combined Company’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the Merger;

•

factors relating to the future business, operations and financial performance of the Combined Company, including:

•

its ability to effectively compete in the roadside and mobility assistance industries;

•

its ability to comply with laws and regulations applicable to its business; and

•

market conditions and global and economic factors beyond its control, including the disruption of global capital and credit markets and shortages in labor needs;

•

expectations regarding Customer Partners’ willingness to expand their use of Urgently’s platform beyond their current roadside solutions;

•

the Forecasts and financial projections for Urgently and Otonomo, including the variables, estimates and assumptions relied upon in such Forecasts and financial projections;

•

Urgently’s ability to adequately forecast Consumer demand or otherwise optimize and operate its network of Service Providers successfully;

•

Urgently’s ability to address the service requirements of current and future Consumers;

•

Urgently’s expansion into new roadside assistance solutions, technologies and geographic regions;

•

expectations regarding Urgently’s future prospects in light of its relatively limited operating history;

•

Urgently’s ability to execute its business model, including market acceptance of its services;

•

the variability of Urgently’s sales cycle with regard to Customer Partners;

•

Urgently’s ability to hire and retain highly skilled and other key personnel;

•

expectations regarding the impact of weather events, natural disasters or health epidemics, including the COVID-19 pandemic, on Urgently’s business;

•

Urgently’s ability to adequately protect its intellectual property rights; and

•

expectations regarding the time during which Urgently, and subsequently the Combined Company, will be an emerging growth company under the JOBS Act.

The forward-looking statements in this proxy statement/prospectus are qualified by the “Risk Factors” beginning on page 39 herein. Each statement speaks only as of the date of this proxy statement/prospectus (or any earlier date indicated in this proxy statement/prospectus) and neither Urgently nor Otonomo undertakes any obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances, unless required by law. Investors, potential investors and others should give careful consideration to these risks and uncertainties.

The foregoing list is not intended to be exhaustive, and there may be other key risks that are not listed above that are not presently known to Urgently or Otonomo or that Urgently or Otonomo currently deem immaterial. Should one or more of these or other risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by the forward-looking statements contained in this proxy statement/prospectus. As a result of the foregoing, readers should not place undue reliance on the forward-looking statements contained in this proxy statement/prospectus. The forward-looking statements contained in this proxy statement/prospectus are expressly qualified in their entirety by the foregoing cautionary statements. All such forward-looking statements are based upon information available as of the date of this proxy statement/prospectus or other specified date and speak only as of such date. Urgently disclaims any intention or obligation to update or revise any forward-looking statements in this proxy statement/prospectus as a result of new information or future events, except as may be required under applicable securities law.

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following are some questions that you may have regarding the Merger, the Merger Agreement, the shares of Urgently common stock to be issued pursuant to the Merger and brief answers to those questions. These questions and answers may not address all questions that may be important to you. You should read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Merger. Please see “Where You Can Find More Information.”

Questions and Answers about the Merger

Q: Why am I receiving this proxy statement/prospectus?

A: You are receiving this proxy statement/prospectus because, as of the Otonomo record date, you owned one or more Otonomo Ordinary Shares. Urgently and Otonomo have entered into a Merger Agreement pursuant to which, if the closing conditions set forth in the Merger Agreement are satisfied or waived, Merger Sub (as the target company, or Chevrat Ha’Ya’ad) will be merged with and into Otonomo (as the absorbing company, or HaChevra Ha’Koletet) with Otonomo as the surviving company of the Merger and thereby becoming a direct wholly owned subsidiary of Urgently. This proxy statement/prospectus describes Otonomo’s proposal to the shareholders of Otonomo to approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger and related matters on which Otonomo would like its shareholders to vote. This proxy statement/prospectus also gives you information about Urgently and Otonomo and other background information to assist you in making an informed decision.

Q: Who is Urgently?

A: Urgently is 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. Urgently offers an innovative alternative to this traditional experience, leveraging its digitally native software platform to match supply and demand in its network and deliver exceptional mobility assistance experiences at scale.

Incorporated in 2013, Urgently has devoted substantial capital resources to its development and has incurred losses since inception. The report from Urgently’s independent registered public accounting firm for the years ended December 31, 2022 and 2021 included an explanatory paragraph stating that Urgently has incurred losses from operations since inception, and is dependent on debt and equity financing to fund operating shortfalls, raising substantial doubt about its ability to continue as a going concern.

Q: Why are the two companies proposing to merge?

A: Otonomo and Urgently believe that following the consummation of the Merger Agreement, the Combined Company will be positioned to power the present and future of connected mobility services, creating safe, effective customer-centric experiences for automotive OEMs, transportation and mapping, insurance, rental and fleet partners and their customers. For a discussion of Otonomo’s reasons for the Merger Agreement, please see “What were the positive and negative factors that the Otonomo Board considered when determining to enter into the Merger and approve the Transactions?” below and the section entitled “The Merger—Recommendation of the Otonomo Board and Otonomo’s Reasons for the Merger” in this proxy statement/prospectus.

Q: What is the Merger?

A: The Merger is a transaction in which Merger Sub will merge with and into Otonomo, with Otonomo becoming a direct wholly owned subsidiary of Urgently, pursuant to the Merger Agreement, dated February 9, 2023, by and among Urgently, Otonomo and Merger Sub. The boards of directors of Urgently, Otonomo and Merger Sub approved the Merger Agreement and the transactions contemplated thereby.

The Closing is expected to take place at 9:00 a.m., Israel time, on a date to be specified by Urgently and Otonomo, which date will be no later than the third business day after the satisfaction or waiver of all of the conditions to Closing contained in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) or on such other date as Urgently and Otonomo may mutually agree in writing. This proxy statement/prospectus includes important information about the Merger, the Merger Agreement (a copy of which is attached as Annex A to this proxy statement/prospectus), the shares of Urgently common stock to be issued pursuant to the Merger Agreement and the Special Meeting to be held on September 18, 2023 beginning at 5:00 p.m., Israel time, at the executive offices of Otonomo at 16 Abba Eban Blvd., Herzliya Pituach 467256, Israel. Otonomo shareholders should read this proxy statement/prospectus carefully and in its entirety.

Q: What will Otonomo shareholders receive in the Merger?

A: As discussed in more detail under “The Merger—Merger Consideration,” at the Effective Time, each Otonomo Ordinary Share issued and outstanding immediately prior to the Effective Time (other than Otonomo Ordinary Shares owned by any direct or indirect subsidiary of Otonomo, referred to as “Excluded Shares”) will be automatically transferred to Urgently, and the rights of the holders of Otonomo Ordinary Shares immediately prior to the Effective Time will automatically convert into and represent the right to receive a number of shares of Urgently common stock equal to the Exchange Ratio. Currently, Urgently common stock is not publicly traded. Following the effectiveness of the Merger, Urgently common stock and Urgently Warrants are expected to be listed and traded on Nasdaq under the symbols “ULY” and “ULYWW,” respectively.

Q: What will happen to the Otonomo Warrants in the Merger?

A: Each warrant to acquire Otonomo Ordinary Shares that is outstanding immediately prior to the Effective Time will cease to represent an Otonomo Warrant in respect of Otonomo Ordinary Shares and will be assumed by Urgently and automatically converted into a warrant to acquire shares of Urgently common stock (each, an “Assumed Warrant”). The number of shares of Urgently common stock subject to each Assumed Warrant will be equal to the product (rounded to the nearest whole number, with .5 being rounded up) of (x) the number of Otonomo Ordinary Shares subject to such Otonomo Warrant immediately prior to the Effective Time multiplied by (y) the Exchange Ratio, and the exercise price per share of Urgently common stock will be equal to the quotient of (1) the exercise price per Otonomo Ordinary Share immediately prior to the Effective Time divided by (2) the Exchange Ratio, which quotient will be rounded to the nearest whole cent (with .05 being rounded up). Urgently will assume each such Otonomo Warrant in accordance with its terms, and except as expressly provided above, following the Effective Time, each Assumed Warrant will continue to be governed by the same terms and conditions (including vesting terms) as were applicable to the applicable Otonomo Warrant immediately prior to the Effective Time.

Q: What will holders of Otonomo equity awards receive in the Merger?

A: At the Effective Time, each Otonomo RSU Award that is outstanding immediately prior to the Effective Time will be assumed by Urgently and automatically converted into an award of restricted stock units covering shares of Urgently common stock (each, an “Adjusted RSU Award”) that settles in the number of whole shares of Urgently common stock (rounded to the nearest whole number of shares, with .5 being rounded up) equal to the product obtained by multiplying (A) the number of Otonomo Ordinary Shares subject to the Otonomo RSU Award immediately prior to the Effective Time, by (B) the Exchange Ratio. Each Adjusted RSU Award corresponding to an Otonomo RSU Award outstanding as of the Effective Time shall be subject to the same terms and conditions as were applicable to such corresponding Otonomo RSU Award immediately prior to the Effective Time.

Additionally, vesting of each Otonomo Option that has an exercise price per share that is less than the Fair Market Value (as defined in the applicable Otonomo Equity Plan) of one Otonomo Ordinary Share as of the third

business day prior to the anticipated date of the Closing (such date, the “Option Measurement Date” and such options, the “Otonomo In-the-Money Options”) will be accelerated such that all Otonomo In-the-Money Options will be vested and exercisable as of no later than the Option Measurement Date. Effective as of immediately prior to the Determination Time, each Otonomo In-the-Money Option that remains outstanding and unexercised will be deemed to be exercised in full, on a “net exercise” cashless basis, and cancelled, and the holder of such Otonomo In-the-Money Option will receive a number of fully vested Otonomo Ordinary Shares (rounded down to the next whole share) equal to the quotient obtained by dividing (a) the product of (i) the excess, if any, of the Fair Market Value of one Otonomo Ordinary Share as of the Option Measurement Date over the per share exercise price of such Otonomo In-the-Money Option, multiplied by (ii) the number of Otonomo Ordinary Shares subject to such Otonomo In-the-Money Option, by (b) the Fair Market Value of one Otonomo Ordinary Share as of the Option Measurement Date, in each case subject to any applicable tax withholding amounts, and such Otonomo Ordinary Shares will be entitled to receive a portion of the merger consideration in accordance with the terms of the Merger Agreement.

Effective as of immediately prior to the Determination Time, each Otonomo Option that remains outstanding and unexercised and that is not an Otonomo In-the-Money Option will, whether or not then vested or exercisable, be cancelled without any payment being made in respect of such Otonomo Option.

For more information, see the section titled “The Merger Agreement—Treatment of Otonomo Equity Incentives.”

Q: How will the Exchange Ratio be calculated?

A: The Exchange Ratio will be calculated prior to Closing based on (i) Urgently’s valuation, (ii) Urgently’s fully-diluted share count, (iii) Otonomo’s net cash and (iv) Otonomo’s fully-diluted share count. Urgently’s valuation will be calculated as (a) $271.0 million plus (b) Urgently’s cash as of the business day prior to Closing minus (c) Urgently’s transaction expenses minus (d) Urgently’s outstanding indebtedness minus (e) certain taxes of Urgently.

Urgently’s fully-diluted share count will include (a) all shares of Urgently common stock outstanding immediately prior to the Effective Time (including shares of Urgently common stock underlying convertible notes and Urgently Warrants that will convert or be exercised prior to or in connection with Closing), plus (b) shares of Urgently common stock underlying all outstanding stock options, Urgently Warrants and other convertible or derivative securities of Urgently (provided, however, that it will not include shares underlying convertible notes that do not convert prior to Closing and are included in the calculation of Urgently’s indebtedness). For the avoidance of doubt, Urgently’s fully-diluted share count will not include any shares reserved for stock options, restricted stock units, or other equity awards that are not outstanding immediately prior to the Effective Time.

Otonomo’s net cash will be calculated as (a) Otonomo’s cash as of March 31, 2023 minus (b) Otonomo’s transaction expenses minus (c) Otonomo’s outstanding indebtedness minus (d) certain taxes of Otonomo minus (e) Otonomo’s cash burn in excess of $2.55 million per month during the period between April 1, 2023 and Closing.

Otonomo’s fully-diluted share count will include (a) all Otonomo Ordinary Shares outstanding immediately prior to the Effective Time (excluding the Excluded Shares) plus (b) shares underlying all Otonomo RSU Awards, Otonomo Warrants, promised but ungranted equity awards and other convertible or derivative securities of Otonomo outstanding immediately prior to the Effective Time.

Q: After the Merger is completed, how much of the Combined Company will Otonomo shareholders and Urgently stockholders own?

A: As of immediately following the Effective Time, legacy Otonomo Shareholders are expected to own approximately 38.9% of the outstanding equity interests in the Combined Company and legacy Urgently

Stockholders are expected to own approximately 61.1% of the outstanding equity interests in the Combined Company, in each case, on a fully diluted basis and based on assumptions as of June 30, 2023, and subject to the determination of the final Exchange Ratio pursuant to the terms set forth in the Merger Agreement. For a more complete description of such adjustments to the Exchange Ratio prior to the Effective Time, please see the section entitled “The Merger—Exchange Ratio” in this proxy statement/prospectus.

Q: When is the Merger expected to be completed?

A: We currently expect the Merger to close during the third quarter of 2023, subject to the approval of Otonomo’s shareholders and the satisfaction or waiver of certain conditions to Closing set forth in the Merger Agreement, as further described in the section entitled “The Merger Agreement—Conditions to the Completion of the Merger.” It is possible that factors outside the control of Urgently and Otonomo could result in the Merger being completed at a later time or not at all. There may be a substantial amount of time between the date on which the Special Meeting is held and the completion of the Merger. The Merger will become effective following the satisfaction or waiver of the conditions to Closing contemplated in the Merger Agreement upon the issuance by the Companies Registrar of a certificate of merger.

Q: If the Merger is completed, will my shares of Urgently common stock be listed for trading?

A: Yes. Currently, Urgently common stock is not publicly traded. Following the effectiveness of the Merger, Urgently common stock and Urgently Warrants are expected to be listed and traded on Nasdaq under the symbols “ULY” and “ULYWW,” respectively.

Q: Are Otonomo shareholders entitled to exercise dissenters’, appraisal, cash exit or similar rights?

A: Otonomo shareholders will not be entitled to exercise dissenters’, appraisal, cash exit or similar rights in connection with the Merger.

Q: What are the significant conditions to the completion of the Merger?

A: Each of Urgently’s and Otonomo’s obligation to consummate the Merger is subject to the satisfaction or waiver of a number of conditions specified in the Merger Agreement, including, among others, approval of the Merger Proposal; there being no applicable law and no governmental order entered, enacted, promulgated, enforced or issued by any court or other governmental authority of competent jurisdiction in effect which has the effect of prohibiting, preventing, restraining or making illegal the consummation of the Merger or the other transactions contemplated by the Merger Agreement; approval from the Secretary of State at the Department of Business, Energy and Industrial Strategy of the United Kingdom pursuant to the United Kingdom National Security and Investment Act 2021 (the “UK NSIA”), which has been obtained; the effectiveness of the registration statement of which this proxy statement/prospectus forms a part; at least 50 days having elapsed after the filing of the Merger Proposal with the Companies Registrar and at least 30 days having elapsed after the requisite Otonomo shareholder vote in accordance with Israeli law; either the receipt of certain exemptions from the Israel Securities Authority (the “ISA”) in respect of prospectus requirements under the Israeli Securities Law (the “ISL”) 5728-1968 or the publication of a prospectus in accordance with the ISL and receipt of approval from the ISA for the Israeli prospectus; obtaining the relevant ruling in relation to the Israeli tax treatment of Otonomo Ordinary Shares and Otonomo RSU Awards subject to tax pursuant to Section 102(b)(2) and 102(b)(3) of the Israel Tax Ordinance (the “ITO”) (the “102 Securities”) and Otonomo RSU Awards subject to tax pursuant to Section 3(i) of the ITO (the “102 Ruling”); obtaining the relevant ruling(s), including an interim tax ruling, in relation to the Israeli tax treatment of shareholders who elect to be part of such ruling (and each of such holders is a registered shareholder or holds 5% or more of Otonomo’s issued and outstanding shares) pursuant to Section 104H of the Israeli Income Tax Ordinance [New Version] 5721 – 1961 (the “104H Tax Ruling”); obtaining the relevant ruling in relation to the Israeli tax treatment of payments of merger consideration paid to Otonomo shareholders and warrant holders who are not included in the 104H Tax Ruling (and generally acquired

their shares or warrants on or after August 13, 2021 and hold less than 5% of Otonomo’s issued and outstanding shares) (the “Withholding Tax Ruling”); the Exchange Ratio being finally determined in accordance with the Merger Agreement; and the other conditions described under “The Merger Agreement—Conditions to the Completion of the Merger Agreement.”

Q: When will I receive the merger consideration?

A: At or prior to the Effective Time, Urgently will deposit with a financial institution mutually agreed upon by Urgently and Otonomo, as the exchange agent, with no withholding of taxes, (a) certificates or book entry shares representing the shares of Urgently common stock and Assumed Warrants issuable pursuant to the terms of the Merger Agreement in exchange for shares of Urgently common stock, and (b) any dividends or distributions to which pre-Closing holders of Otonomo Ordinary Shares may be entitled to under the terms of the Merger Agreement.

Q: What happens if the Merger is not completed?

A: If the Otonomo shareholders do not approve the Merger Proposal and related matters or if the Merger is not completed for any other reason, Otonomo shareholders will continue to hold their Otonomo securities and Otonomo will remain a standalone company.

In addition, if the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement, Otonomo may be required to pay Urgently a termination fee of either $1.5 million or $3.0 million, as further discussed in “The Merger Agreement—Termination and Termination Fees.”

Q: Are there any risks in the Merger that I should consider?

A: Yes. You should read and carefully consider the risk factors set forth in the section titled “Risk Factors” beginning on page 39.

Q: What are the material tax consequences of the Merger to Otonomo shareholders?

A: The tax consequences of the Merger for any particular shareholder will depend on the shareholder’s particular facts and circumstances. Moreover, the description below and elsewhere in this proxy statement/prospectus does not relate to the tax laws of any jurisdictions other than the United States and Israel. Accordingly, shareholders are urged to consult their tax advisors to determine the tax consequences of the Merger to them in light of their particular circumstances, including the effect of any state, local or national law.

U.S. tax consequences

The parties intend the Merger to qualify as a “reorganization” under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) and/or Section 368(a)(2)(E) of the Code. Assuming the Merger so qualifies, and subject to the discussion under “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Consequences of the Merger to U.S. Holders” a U.S. Holder (as defined on page 261) of Otonomo Ordinary Shares generally will not recognize gain or loss for U.S. federal income tax purposes on the exchange of Otonomo Ordinary Shares for shares of Urgently common stock pursuant to the Merger. If the Merger does not qualify as such a “reorganization” under Section 368(a)(1)(B) of the Code and/or Section 368(a)(2)(E) of the Code, the receipt of Urgently common stock in exchange for Otonomo Ordinary Shares in the Merger would generally constitute a taxable exchange for U.S. federal income tax purposes and the tax consequences of the Merger could materially differ from those described herein.

Code, and, therefore, the tax treatment of the Merger is inherently uncertain. Such qualification will depend, in part, on facts that will not be known until the time of Closing, shortly before Closing or following Closing, such as whether the receipt of Otonomo Ordinary Shares in the Merger is subject to certain Israeli withholding taxes. Moreover, even if the Merger qualifies as a “reorganization” under Section 368(a)(1)(B) of the Code and/or Section 368(a)(2)(E) of the Code, if Otonomo is or has been classified as a “passive foreign investment company,” or PFIC, under Section 1297 of the Code in any taxable year, a U.S. Holder that owned (or was deemed to own) Otonomo Ordinary Shares in such taxable year, under the Code and certain proposed Treasury Regulations, may be subject to certain adverse U.S. federal income tax consequences as a result of the Merger, including recognition of gain, unless certain exceptions apply, as described further in “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Consequences of the Merger to U.S. Holders—Passive Foreign Investment Company Rules.”

Neither Urgently nor Otonomo has sought, nor do they intend to seek, any ruling from the Internal Revenue Service (the “IRS”), nor is the Closing conditioned on the receipt of, any ruling from the IRS or any opinion of counsel with respect to the qualification of the Merger as a “reorganization” under Section 368(a)(1)(B) of the Code and/or Section 368(a)(2)(E) of the Code. No assurance can be given that the IRS will agree with the views expressed herein or in any opinions of counsel, or that a court will not sustain any challenge by the IRS in the event of litigation. Furthermore, neither Urgently nor Otonomo or any of their respective advisors or affiliates, makes any representations or provides any assurances regarding the tax consequences of the Merger, including whether the Merger qualifies as a “reorganization” under Section 368(a)(1)(B) of the Code and/or Section 368(a)(2)(E) of the Code.

For a more complete description of the U.S. federal income tax consequences of the Merger, see “Material U.S. Federal Income Tax Considerations” beginning on page 260.

Israeli tax consequences

Although the exchange of Otonomo Ordinary Shares (and other rights) for the merger consideration would generally be treated as a sale and subject to Israeli tax both for Israeli and non-Israeli resident shareholders and rights holders of Otonomo, certain relief and/or exemptions may be available under Israeli law or under applicable tax treaties. In addition, Otonomo, with the assistance of Urgently, intends to submit applications for rulings from the Israel Tax Authority confirming (i) the deferral of the capital gains tax event for Otonomo shareholders who elect to be part of such ruling (and generally each such shareholder is a registered holder or holds 5% or more of Otonomo’s issued and outstanding shares), with respect to the consideration payable or otherwise deliverable under the Merger Agreement, pursuant to Section 104H of the Israeli Income Tax Ordinance [New Version], 1961, as amended, all subject to the conditions to be detailed in such ruling, (ii) providing instructions for withholding or exemption from withholding of Israeli tax on payments of merger consideration paid to Otonomo shareholders and warrant holders who are not included in the 104H ruling as described in the following section (i) (and generally acquired their shares or warrants on or after August 13, 2021 and hold less than 5% of Otonomo’s issued and outstanding shares), and (iii) providing instructions for the application of Israeli tax withholding and other Israeli tax treatment applicable to holders of 102 Securities and Otonomo RSU Awards under Section 3(i) of the ITO. No assurance can be given that any of the aforementioned tax rulings will be obtained before the Closing or at all, or that, if obtained, such tax rulings will be granted under the conditions requested by Otonomo.

This proxy statement/prospectus contains a discussion of the material Israeli income tax consequences of the Merger and the ownership and disposition of Urgently common stock received in the Merger. This discussion does not address any non-Israeli tax consequences. You should consult your own tax advisors regarding the particular Israeli income tax consequences to you of the Merger and of the ownership and disposition of Urgently common stock received in the Merger in light of your particular circumstances, as well as the particular tax consequences to you under any other tax laws.

For additional information, please see the section entitled “Material Israeli Tax Consequences of the Merger.”

The Israeli tax consequences described above may not apply to all holders of Otonomo shares or other rights. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the Merger to you.

Questions and Answers about the Special Meeting

Q: When and where will the Special Meeting be held?

A: The Special Meeting will be held on September 18, 2023, beginning at 5:00 p.m., Israel time, at the executive offices of Otonomo at 16 Abba Eban Blvd., Herzliya Pituach 467256, Israel.

Q: Who is entitled to vote at the Special Meeting?

A: All Otonomo shareholders with Otonomo Ordinary Shares registered in their name or names as of the close of trading on July 20, 2023, the Otonomo record date, will be entitled to vote at the Special Meeting or at any adjournment or postponement thereof. As of the close of trading on July 12, 2023 Otonomo had 9,864,353 Otonomo Ordinary Shares issued and outstanding. Each Otonomo Ordinary Share outstanding as of the Otonomo record date is entitled to one vote upon the matter presented at the Special Meeting.

Q: What proposals will be considered at the Special Meeting?

A: At the Special Meeting, you will be asked to consider and vote on the following Proposals:

(1)

The Merger Proposal—To approve, pursuant to Section 320 of the Companies Law, the Merger, including approval of: (i) the merger transaction contemplated by the Merger Agreement pursuant to Sections 314 through 327 of the Companies Law, whereby Merger Sub will merge with and into Otonomo, with Otonomo surviving and becoming a direct wholly owned subsidiary of Urgently; (ii) the Merger Agreement; (iii) the consideration to be received by Otonomo’s shareholders in the Merger, other than holders of Excluded Shares, consisting of a number of shares of Urgently common stock equal to the Exchange Ratio, subject to the withholding of any applicable taxes, for each Otonomo Ordinary Share held as of immediately prior to the Effective Time; (iv) the purchase of a tail endorsement to Otonomo’s current directors’ and officers’ liability insurance policy for a period of seven years commencing at the Effective Time in accordance with the terms of the Merger Agreement; and (v) all other transactions and arrangements contemplated by the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A;

(2)

The CEO Retention Bonus Proposal—To approve the payment of a transaction retention bonus to Mr. Benjamin Volkow, Otonomo’s Chief Executive Officer and Chairman of the Otonomo Board, subject to the terms set forth in the retention award agreement, a copy of which is attached to this proxy statement/prospectus as Annex E; and

(3)

The CFO Retention Bonus Proposal—To approve the payment of a transaction retention bonus to Ms. Bonnie Moav, Otonomo’s Chief Financial Officer, with respect to the portion of such bonus which exceeds the maximum amount permitted under Otonomo’s compensation policy, subject to the terms set forth in the retention award agreement, a copy of which is attached to this proxy statement/prospectus as Annex E.

Otonomo cannot complete the Merger unless Otonomo shareholders approve the Merger Proposal. However, the completion of the Merger is not contingent on the approval of the CEO Retention Bonus Proposal or the CFO Retention Bonus Proposal.

Q: What constitutes a quorum?

A: The quorum required for the Special Meeting consists of at least two or more shareholders who are present at the Special Meeting, in person or by proxy or represented by their authorized persons, and who hold in the aggregate 25% or more of the voting rights of Otonomo, and such presence at the Special Meeting will constitute a legal quorum. Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a legal quorum. Should no legal quorum be present half an hour after the scheduled time, the Special Meeting will be adjourned to one week from that day, at the same time and place.

A broker non-vote occurs when a bank, broker or other nominee holding Otonomo Ordinary Shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner. While counted for quorum purposes, abstentions and broker non-votes will not be treated as voting shares and will not have any effect on whether the requisite vote is obtained for all matters placed before shareholders for their vote.

Q: What vote of Otonomo shareholders is required to approve the Merger Proposal, the CEO Retention Bonus Proposal and the CFO Retention Bonus Proposal at the Special Meeting?

A: The approval of the Merger Proposal requires the affirmative vote of holders of at least a majority of the Otonomo Ordinary Shares present, in person or by proxy (including by voting deed), and voting on the Merger Proposal at a quorate Special Meeting and compliant with Section 320(c) of the Companies Law (not taking into consideration abstentions or broker non-votes), excluding any Otonomo Ordinary Shares that are held by Urgently, Merger Sub or (i) a person holding, directly or indirectly, either (a) 25% or more of the voting rights of Urgently or Merger Sub, or (b) the right to appoint 25% or more of the directors of Urgently or Merger Sub or (ii) one of such person’s spouse, siblings, parents, grandparents, descendants, spouse’s descendants, siblings, or parents, or the spouse of any such person, or a corporation controlled by any one or more of such persons or by Urgently or Merger Sub (any of (i) or (ii), an “Urgently Related Person”).

The approval of each of the CEO Retention Bonus Proposal and the CFO Retention Bonus Proposal requires the affirmative vote of holders of at least a majority of the Otonomo Ordinary Shares present, in person or by proxy (including by voting deed), and voting on such proposals at a quorate Special Meeting (not taking into consideration abstentions or broker non-votes). In addition, pursuant to the provisions of the Companies Law, in order to approve each of the CEO Retention Bonus Proposal and the CFO Retention Bonus Proposal, the Otonomo shareholders’ approval must either (i) include at least a majority of the Otonomo Ordinary Shares voted by shareholders who are not controlling shareholders (within the meaning of the Companies Law) and who are not shareholders who have a personal interest (within the meaning of the Companies Law) in the approval of such proposals, not taking into consideration abstentions or broker non-votes or (ii) be obtained such that the total number of Otonomo Ordinary Shares held by non-controlling shareholders and non-interested shareholders voted against such proposals does not represent, in each case, more than two percent of the outstanding Otonomo Ordinary Shares.

As of July 12, 2023, holders of approximately 39% of the issued and outstanding Otonomo Ordinary Shares have agreed to vote their Otonomo Ordinary Shares in favor of the Merger Proposal. In addition to those holders and assuming that all of the Otonomo Ordinary Shares are represented in person or by proxy at the Special Meeting, Otonomo will need the affirmative vote of additional holders of approximately 11.01% (50.01% in total) of the issued and outstanding Otonomo Ordinary Shares in order to approve the Merger Proposal and 50.01% of the issued and outstanding Otonomo Ordinary Shares in order to approve the CEO Retention Bonus Proposal and the CFO Retention Bonus Proposal (in each case excluding (i) abstentions and broker non-votes and (ii) with respect solely to the Merger Proposal, any Otonomo Ordinary Shares that are held by Urgently, Merger Sub or an Urgently Related Person). In addition, with respect to the approval of each of the CEO Retention Bonus Proposal and the CFO Retention Bonus Proposal, the approval must either (i) include at least a majority of the Otonomo Ordinary Shares voted by shareholders who are not controlling shareholders (within the meaning of the Companies Law) and who are not shareholders who have a personal interest (within the meaning of the Companies Law) in the approval of such proposals, or (ii) be obtained such that the total number of Otonomo Ordinary Shares held by non-controlling shareholders and non-interested shareholders that voted against such proposals does not represent more than two percent of the outstanding Otonomo Ordinary Shares.

Q: How does the Otonomo Board recommend that I vote?

A: The Otonomo Board recommends that Otonomo shareholders vote “FOR” the Merger Proposal, “FOR” the CEO Retention Bonus Proposal and “FOR” the CFO Retention Bonus Proposal at the Special Meeting.

For a discussion of the factors that the Otonomo Board considered in determining whether to recommend the approval and adoption of the Merger Agreement and all other transactions contemplated thereby, see “The Merger—Recommendation of the Otonomo Board and Otonomo’s Reasons for the Merger.”

Q: What were the positive and negative factors that the Otonomo Board considered when determining to enter into the Merger and approve the Transactions?

A: The Otonomo Board considered many factors in making its determination that the Merger is advisable, fair to, and in the best interests of, Otonomo and its shareholders. In arriving at its determination, the Otonomo Board consulted with and received the advice of its outside financial and legal advisors, discussed various issues with Otonomo’s management and considered a variety of factors weighing positively in favor of the Merger, including, but not limited, to the following: that the Combined Company is expected to be positioned to power the present and future of connected mobility services, creating safe, effective customer-centric experiences for automotive OEMs, insurance, rental and fleet partners and their customers; the Otonomo Board’s belief that the Merger Consideration represents the highest consideration that Urgently was willing to pay and the highest per share value reasonably obtainable for Otonomo’s shareholders, in each case, as of the date of the Merger Agreement, with the Otonomo Board basing this belief on Otonomo’s negotiations with Urgently and a number of factors; the receipt by the Otonomo Board of the oral opinion of Duff & Phelps, subsequently confirmed in Duff & Phelps’ written opinion dated as of February 9, 2023, that as of that date, and based upon and subject to the assumptions, limitations, qualifications and conditions described in Duff & Phelps’ written opinion, the Exchange Ratio was fair, from a financial point of view, to the holders of Otonomo Ordinary Shares.

The Otonomo Board also identified and considered a number of other matters relating to the Merger and the Merger Agreement, some of which are countervailing factors and risks to Otonomo and its shareholders, including the following: the possibility that the Merger may not be completed and the potential adverse consequences to Otonomo if the Merger is not completed, including the potential (i) loss of customers, suppliers and employees; (ii) reduction in the perceived value of Otonomo; (iii) erosion of customer and employee confidence in Otonomo; (iv) the risk that integration of Otonomo and Urgently may not be as successful as expected and that the anticipated benefits of the Merger may not be realized in full or in part, including the risk that synergies and cost-savings may not be achieved or not achieved in the expected time frame; and (v) the risk that the parties may incur significant costs and delays related to the Merger, including resulting from seeking governmental consents and regulatory approvals necessary for completion of the Merger.

See “The Merger—Recommendation of the Otonomo Board and Otonomo’s Reasons for the Merger” for additional information.

Q: Do any of Otonomo’s directors or executive officers have any interests in the Merger Agreement that may be different from, or in addition to, my interests as an Otonomo shareholder?

A: In considering the Proposals to be voted on at the Special Meeting, you should be aware that Otonomo’s directors and executive officers have interests that may be different from, or in addition to, the interests of the Otonomo shareholders generally. For more information, see “The Merger—Interests of Otonomo’s Directors and Executive Officers in the Merger.”

Q: What do I need to do now?

A: After carefully reading and considering the information contained in this proxy statement/prospectus, including the annexes, please ensure your Otonomo Ordinary Shares are voted at the Special Meeting by completing, dating, signing and mailing the enclosed proxy card in the envelope provided at your earliest convenience so as to be received in a timely manner as discussed in this proxy statement/prospectus. In order for

your proxy to be counted, it must be signed and received by Vote Processing c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 not later than 11:59 p.m., Eastern time, on September 17, 2023, or by Otonomo, at its executive offices located at 16 Abba Eban Blvd., Herzliya Pituach, Israel, by no later than 6:59 a.m., Israel time, on September 18, 2023. Your Otonomo Ordinary Shares can be voted at the Special Meeting only if you are present or represented by a valid proxy. In order to provide for proper counting of your shareholder vote, in the enclosed proxy you are required to indicate whether you are a controlling shareholder of Otonomo, and whether you have a personal interest in the CEO Retention Bonus Proposal or in the CFO Retention Bonus Proposal; and, with respect to the Merger Proposal, indicate whether or not you are a shareholder listed in Section 320(c) of the Companies Law (i.e., whether you are an Urgently Related Person).

To make this indication with respect to the Merger Proposal, the CEO Retention Bonus Proposal and the CFO Retention Bonus Proposal, check the box “YES” or “NO” in Item 1A, Item 2A and Item 3A, respectively, in the enclosed proxy card.

Q: What happens if I sell my Otonomo Ordinary Shares before the Special Meeting?

A: The record date for the Special Meeting is earlier than the date of the Special Meeting. If you own Otonomo Ordinary Shares on the Otonomo record date and transfer your Otonomo Ordinary Shares after the Otonomo record date but before the time of the Special Meeting, you will retain your right to vote such Otonomo Ordinary Shares at the Special Meeting, but the right to receive the merger consideration will pass to the person to whom you transferred your Otonomo Ordinary Shares. In order to receive the merger consideration, you must hold your Otonomo Ordinary Shares through the completion of the Merger Agreement.

Q: How do I cast my vote if I am an Otonomo shareholder of record?

A: If you are an Otonomo shareholder of record, you may vote in person at the Special Meeting or by submitting a proxy (including by voting deed) for the Special Meeting. In order for a proxy to be counted, it must be a duly executed proxy and received by Vote Processing c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 not later than 11:59 p.m., Eastern time, on September 17, 2023, or by Otonomo, at its executive offices located at 16 Abba Eban Blvd., Herzliya Pituach, Israel, by no later than 6:59 a.m., Israel time, on September 18, 2023. This will be deemed to have occurred only if such proxy is received by the above date and time, either by Otonomo at its principal executive offices at 16 Abba Eban Blvd., Herzliya Pituach 467256, Israel, or by Vote Processing c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 (other than proxies that are revoked or superseded before they are voted). If you submit an executed proxy but do not specify how to vote your proxy, your Otonomo Ordinary Shares will not be voted at the Special Meeting. Otonomo Ordinary Shares represented by any proxy received after the times specified above will not be counted as present at the meeting and will not be voted. For more detailed instructions on how to vote, see the section of this proxy statement/prospectus titled “Otonomo’s Special General Meeting.” If two or more persons are registered as joint owners of any Otonomo Ordinary Share, the right to attend the Special Meeting shall be conferred upon all of the joint owners, but the right to vote at the Special Meeting and/or the right to be counted as part of the quorum required for the Special Meeting shall be conferred exclusively upon the senior among the joint owners attending the Special Meeting, in person or by proxy (including by voting deed), and for this purpose seniority shall be determined by the order in which the names stand on Otonomo’s shareholder register.

Q: How do I cast my vote if my Otonomo Ordinary Shares are held in “street name” by my broker?

A: If you hold your Otonomo Ordinary Shares in “street name” through a bank, broker or other nominee you should follow the instructions on the form you receive from your bank, broker or other nominee. If your Otonomo Ordinary Shares are held in “street name” and you wish to vote such shares by attending the Special Meeting in person, you will need to obtain a proxy from your bank, broker or other nominee. If your Otonomo Ordinary Shares are held in “street name,” you must contact your bank, broker or other nominee to change or revoke your voting instructions.

Q: What will happen if I abstain from voting on the Merger Proposal or any of the other proposals to be considered at the Special Meeting?

A: Proxies submitted with instructions to abstain from voting and broker non-votes will not be considered to be votes “FOR” or “AGAINST” the Merger Proposal or any other proposal and will have no effect on the result of the vote.

Q: Can I change my vote after I have delivered my proxy?

A: You may revoke your proxy at any time before the vote is taken at the Special Meeting by (a) delivering to Otonomo at its principal executive offices located at 16 Abba Eban Blvd., Herzliya Pituach 467256, Israel, Attention: General Counsel, a written notice of revocation, bearing a later date than the proxy, stating that the proxy is revoked, (b) by properly submitting a later-dated proxy relating to the same Otonomo Ordinary Shares or (c) by attending the Special Meeting and voting in person (although attendance at the Special Meeting will not, by itself, revoke a proxy). Otonomo Ordinary Shares represented by properly executed proxies received by us no later than 6:59 a.m., Israel time, on September 18, 2023, or by Vote Processing c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 by no later than 11:59 p.m., Eastern time, on September 17, 2023, will, unless such proxies have been duly revoked or superseded, be voted at the Special Meeting in accordance with the directions on the proxies. Written notices of revocation and other communications concerning the revocation of a previously executed proxy should be addressed to Otonomo at its principal executive offices located at 16 Abba Eban Blvd., Herzliya Pituach 467256, Israel, Attention: General Counsel. If your Otonomo Ordinary Shares are held in “street name,” you must contact your bank, broker or other nominee to change or revoke your voting instructions.

Q: Who can help answer my questions?

A: If you have any further questions about the Merger or if you need additional copies of this proxy statement/prospectus, you can contact:

Otonomo Investor Contact

Juliet McGinnis, Senior Director of Communications

Email: press@otonomo.io

Urgently Investor Contact

Eileen Pacheco, Communications

Email: media@geturgently.com

Q: Where can I find more information about the companies?

A: You are urged to carefully read this proxy statement/prospectus. You can find more information about Urgently and Otonomo in the sections titled “Information about Urgently,” “Information about Otonomo” and “Where You Can Find More Information.”

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information included in this proxy statement/prospectus and does not contain all of the information that may be important to you. You should carefully read the entire proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus, including the annexes and exhibits hereto, to fully understand the Merger Agreement, the Merger and the other matters being considered at the Special Meeting of Otonomo shareholders. For additional information, see “Where You Can Find More Information” in this proxy statement/prospectus.

The Companies

Urgent.ly Inc.

Urgently is 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. Urgently offers an innovative alternative to this traditional experience, leveraging its digitally native software platform to match supply and demand in its network and deliver exceptional mobility assistance experiences at scale.

Urgently’s headquarters and principal executive offices are located at 8609 Westwood Center Drive, Suite 810, Vienna, VA 22182, telephone (571) 350-3600. Urgently’s website address is: www.geturgently.com. The contents of Urgently’s website are not deemed to be incorporated by reference into this registration statement.

U.O Odyssey Merger Sub Ltd.

Merger Sub is a newly formed company incorporated under the laws of the State of Israel and registered under No. 516747763 with the Companies Registrar, and a direct wholly owned subsidiary of Urgently. Merger Sub was formed solely for the purpose of effecting the Merger and has not carried on any activities other than those in connection with the Merger. The address and telephone number for Merger Sub’s principal executive offices are the same as those for Urgently.

Otonomo Technologies Ltd.

Otonomo Technologies Ltd., a company organized under the laws of the State of Israel, fuels an ecosystem of OEMs and fleets.

As part of Otonomo’s proprietary data platform, Otonomo has developed a robust suite of SaaS offerings that provide both OEMs and service providers with additional capabilities, and that incorporate vertically specific applications to meet different privacy, regulation, storage, visualization and data insight needs.

Privacy by design and neutrality are at the core of Otonomo’s platform, which enables compliance with regulations such as GDPR (as defined herein), CCPA (as defined herein), and other vehicle specific regulations,

such as the European Union’s requirement/directive that OEMs share connected car data with third parties or the Massachusetts’ Right to Repair Act allowing access to vehicle data for maintenance and repair purposes.

In April 2023, Otonomo sunsetted its connected vehicle data services (“Connected Vehicle Data services”), which includes services relating to multi-layered data, standardized and blurred to remove identifiers.

The Merger (see page 125)

The terms and conditions of the Merger are contained in the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Merger Agreement carefully and, in its entirety, as it is the legal document that governs the Merger.

If the Merger Agreement is approved and adopted and the Merger is consummated, Merger Sub will merge with and into Otonomo, with Otonomo surviving as a direct wholly owned subsidiary of Urgently that will continue to be governed by Israeli law.

At the Effective Time, upon the terms and subject to the conditions set forth in the Merger Agreement, each outstanding Otonomo Ordinary Share (excluding shares owned by Otonomo subsidiaries and shares to be canceled pursuant to the terms of the Merger Agreement) will be transferred to Urgently and the rights of the holder thereof will automatically convert into and represent the right to receive a number of shares of Urgently common stock equal to the Exchange Ratio set forth in the Merger Agreement.

Based on Otonomo’s and Urgently’s respective pro forma capitalization, and based on assumptions as of June 30, 2023 as to the anticipated valuations of Otonomo and Urgently, respectively, on the business day prior to the anticipated date of the Closing, the Exchange Ratio is estimated to be 0.444. This estimate is subject to adjustment prior to the Closing for Otonomo’s and Urgently’s capitalization at the Effective Time and the definitive amounts of Otonomo’s and Urgently’s respective valuations on the business day prior to the anticipated date of the Closing (and as a result, Urgently stockholders could own more, and Otonomo shareholders could own less, or vice versa, of the Combined Company).

At the Effective Time, each Otonomo RSU Award will be assumed by Urgently. Each Otonomo RSU Award will be automatically converted into an Adjusted RSU Award and will have the same terms and conditions as applied to the Otonomo RSU Award immediately prior to the Effective Time. The Adjusted RSU Awards will settle into a number of shares of Urgently common stock equal to the product obtained by multiplying (i) the number of Otonomo Ordinary Shares subject to the Otonomo RSU Award immediately prior to the Effective Time by (ii) the Exchange Ratio.

Each Otonomo In-the-Money Option will be accelerated, such that all Otonomo In-the-Money Options will be vested and exercisable as of not later than the Option Measurement Date.

Effective as of immediately prior to the Determination Time, each Otonomo In-the-Money Option that then remains outstanding and unexercised will be deemed to be exercised in full (on a “net exercise” cashless basis) and cancelled, and the holder of such Otonomo In-the-Money Option will receive a number of fully vested Otonomo Ordinary Shares (rounded down to the next whole share) equal to the quotient obtained by dividing (a) the product of (i) the excess, if any, of the Fair Market Value of one Otonomo Ordinary Share as of the Option Measurement Date over the per share exercise price of such Otonomo In-the-Money Option, multiplied by (ii) the number of Otonomo Ordinary Shares subject to such Otonomo In-the-Money Option, by (b) the Fair Market Value of one Otonomo Ordinary Share as of the Option Measurement Date. Each Otonomo Option that then remains outstanding and unexercised and that is not an Otonomo In-the-Money Option will automatically be cancelled without any payment being made in respect thereof.

Each Otonomo Warrant that is outstanding and unexercised immediately prior to the Effective Time will be assumed by Urgently and automatically converted into an Assumed Warrant, which will have the same terms and conditions as applied to the Otonomo Warrants immediately prior to the Effective Time. The number of shares of Urgently common stock subject to each Assumed Warrant will be equal to the product obtained by multiplying (i) the number of Otonomo Ordinary Shares subject to the Otonomo Warrant immediately prior to the Effective Time by (ii) the Exchange Ratio, and the exercise price per share of Urgently common stock will be equal to the quotient of (x) the exercise price per Otonomo Ordinary Share immediately prior to the Effective Time divided by (y) the Exchange Ratio.

At the Closing, using the Exchange Ratio formula in the Merger Agreement, on a fully diluted basis and based on assumptions as of June 30, 2023, legacy Urgently stockholders are currently estimated to own approximately 61.1% of the Combined Company on a fully-diluted basis and legacy Otonomo shareholders are currently estimated to own approximately 38.9% of the Combined Company, in each case subject to change based on certain assumptions, including, but not limited to, (a) Otonomo’s net cash and thus its valuation as of Closing being approximately $100 million and (b) a valuation for Urgently equal to (x) $271.0 million plus (y) Urgently’s cash as of one business day prior to closing, less (z) Urgently’s transaction expenses, outstanding indebtedness and certain taxes, in each case as further described in the Merger Agreement.

Only July 28, 2023, Urgently conducted a 1-for-90 reverse stock split of Urgently common stock, after obtaining approval by Urgently’s stockholders.

In addition, on August 3, 2023, Otonomo conducted a reverse share split at a ratio of 1-for-15, which was approved by Otonomo’s shareholders.

For a more complete description of the Merger and the Exchange Ratio please see the section titled “The Merger” beginning on page 125 in this proxy statement/prospectus.

Recommendation of the Otonomo Board and Otonomo’s Reasons for the Merger (see page 140)

approval of the other transactions contemplated by the Merger Agreement to the shareholders of Otonomo, all upon the terms and subject to the conditions set forth in the Merger Agreement. The directors who may be deemed to have a personal interest, as defined under the Companies Law, in the Merger, did not participate in the discussion and did not provide a vote for adopting the foregoing resolutions. For a discussion of the factors that the Otonomo Board considered in determining to recommend the approval and adoption of the Merger Proposal, the CEO Retention Bonus Proposal and the CFO Retention Bonus Proposal, see the section titled “The Merger—Recommendation of the Otonomo Board and Otonomo’s Reasons for the Merger” beginning on page 140.

Urgently’s Reasons for the Merger (see page 144)

In the course of reaching its decision to approve the Merger, the Urgently Board held numerous meetings, consulted with Urgently’s senior management, its financial advisors and legal counsel, and considered a wide variety of factors in making its determination that the Merger is advisable, fair to, and in the best interests of, Urgently and its stockholders. In arriving at its determination, the Urgently Board considered a variety of factors weighing positively in favor of the Merger, including:

•

the expected cash resources of the Combined Company and ability to deploy those resources to execute on the business plan of the Combined Company;

•

the benefit that the public listing of Urgently’s common stock in connection with the Merger will provide Urgently’s current stockholders with greater liquidity by owning publicly-traded stock; and

•

the terms and conditions of the Merger Agreement, including the determination that the expected relative percentage ownership of Otonomo’s shareholders and Urgently’s stockholders in the Combined Company was appropriate, based on the Urgently Board’s judgment and assessment of the approximate valuations of Otonomo (including the value of the net cash Otonomo is expected to provide to the Combined Company) and Urgently.

For additional information, please see the section titled “The Merger—Urgently’s Reasons for the Merger” beginning on page 144 of this proxy statement/prospectus.

Opinion of Duff & Phelps to the Otonomo Board (see page 148)

The Otonomo Board retained Kroll, LLC, operating through its Duff & Phelps Opinions Practice (“Duff & Phelps”) to serve as an independent financial advisor to the Otonomo Board, specifically to provide to the Otonomo Board a fairness opinion in connection with the Merger, which states that the Exchange Ratio is fair, from a financial point of view, to the Otonomo shareholders. On February 8, 2023, Duff & Phelps verbally rendered its opinion to the Otonomo Board (which was subsequently confirmed in writing on February 9, 2023), that, subject to the assumptions, qualifications and limiting conditions set forth in the written opinion, the Exchange Ratio is fair from a financial point of view to the holders of Otonomo’s Ordinary Shares.

The opinion was furnished for the use and benefit of the Otonomo Board in connection with their consideration of the Merger. Duff & Phelps has consented to the inclusion of the opinion in its entirety and the description hereof in this proxy statement/prospectus and any other filing Otonomo is required to make with the SEC in connection with the Business Combination (as defined in Duff & Phelps’ written opinion) if such inclusion is required by applicable law. The summary of Duff and Phelps’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex F to this proxy statement/prospectus and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Duff & Phelps in connection with the preparation of its opinion. However, neither Duff & Phelps’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the Otonomo Board, any security holder of Otonomo or any other person as to how to act or vote with respect to any matter relating to the Merger. See “The Merger—Opinion of Duff & Phelps to the Otonomo Board.”

Overview of the Merger Agreement and Agreements Related to the Merger Agreement

Merger Consideration (see page 164)

At the Effective Time, each Otonomo Ordinary Share issued and outstanding immediately prior to the Effective Time (other than any Excluded Shares and shares to be canceled pursuant to the terms of the Merger Agreement) will be deemed transferred under Israeli law to Urgently in exchange for the right to receive a number of shares of Urgently common stock, par value $0.001 per share, of Urgently equal to the Exchange Ratio.

Treatment of Otonomo Equity Incentives (see page 172)

Otonomo RSU Awards

At the Effective Time, each Otonomo RSU Award will be assumed by Urgently. Each Otonomo RSU Award will be automatically converted into an Adjusted RSU Award and will have the same terms and conditions as applied to the Otonomo RSU Award immediately prior to the Effective Time. The Adjusted RSU Awards will settle in the number of shares of Urgently common stock equal to the product obtained by multiplying (i) the number of Otonomo Ordinary Shares subject to the Otonomo RSU Award immediately prior to the Effective Time by (ii) the Exchange Ratio.

Otonomo Stock Options

At the Effective Time, Otonomo In-the-Money Options outstanding at the Option Measurement Date will be accelerated, such that all Otonomo In-the-Money Options will be vested and exercisable as of not later than the Option Measurement Date.

Effective as of immediately prior to the Determination Time, each Otonomo In-the-Money Option that then remains outstanding and unexercised will be deemed to be exercised in full (on a “net exercise” cashless basis) and cancelled, and the holder of such Otonomo In-the-Money Option will receive a number of fully vested Otonomo Ordinary Shares (rounded down to the next whole share) equal to the quotient obtained by dividing (a) the product of (i) the excess, if any, of the Fair Market Value of one Otonomo Ordinary Share as of the Option Measurement Date over the per share exercise price of such Otonomo In-the-Money Option, multiplied by (ii) the number of Otonomo Ordinary Shares subject to such Otonomo In-the-Money Option, by (b) the Fair Market Value of one Otonomo Ordinary Share as of the Option Measurement Date. Each Otonomo Stock Option that then remains outstanding and unexercised and that is not an Otonomo In-the-Money Option will automatically be cancelled without any payment being made in respect thereof.

Otonomo Warrants

Conditions to the Completion of the Merger (see page 181)

To complete the Merger, Otonomo shareholders must approve the Merger Proposal. Additionally, each of the other closing conditions set forth in the Merger Agreement must be satisfied or waived.

Non-Solicitation (see page 176)

The Merger Agreement contains “non-solicitation” provisions, pursuant to which, subject to specified exceptions:

•

Otonomo has agreed not to, and not to authorize or permit any of its subsidiaries or any of its or their respective representatives to, directly or indirectly:

•

solicit, initiate or knowingly encourage, or take any other action designed to, or which would reasonably be expected to, facilitate any inquiry, proposal or other offer that constitutes or would reasonably be expected to lead to an Otonomo Acquisition Proposal (as defined in the section of this proxy statement/prospectus titled “The Merger Agreement—Non-Solicitation”);

•

enter into any agreement with respect to any Otonomo Acquisition Proposal;

•

enter into, continue or otherwise participate in any discussions or negotiations regarding, or knowingly furnish to any person any non-public information with respect to, or knowingly cooperate with, any inquiry, proposal or other offer that constitutes, or would reasonably be expected to lead to, any Otonomo Acquisition Proposal;

•

waive or release any person from, forbear in the enforcement of, or amend any confidentiality, standstill or similar contract or any confidentiality or standstill provisions of any other contract; or

•

authorize or commit to do any of the foregoing; and

•

Urgently has agreed not to, and not to authorize or permit any of its subsidiaries or any of its or their respective representatives to, directly or indirectly:

•

solicit, initiate or knowingly encourage, or take any other action designed to, or which would reasonably be expected to, facilitate any Urgently Acquisition Proposal (as defined in the section of this proxy statement/prospectus titled “The Merger Agreement—Non-Solicitation”);

•

enter into any agreement with respect to any Urgently Acquisition Proposal; or

•

enter into, continue or otherwise participate in any discussions or negotiations regarding, or knowingly furnish to any person any non-public information with respect to, or knowingly cooperate with, any proposal that constitutes, or would reasonably be expected to lead to, any Urgently Acquisition Proposal.

Otonomo Adverse Recommendation Change (see page 177)

Subject to specified exceptions described in the Merger Agreement, Otonomo agreed that the Otonomo Board (and any committee thereof) may not take any of the following actions:

•

withdraw (or qualify or modify in a manner adverse to Urgently or Merger Sub), or publicly propose to withdraw (or qualify or modify in a manner adverse to Urgently or Merger Sub), its recommendation that shareholders of Otonomo approve and adopt the Merger Agreement;

•

recommend, adopt, approve or declare advisable, or propose publicly to recommend, adopt, approve or declare advisable, any Otonomo Acquisition Proposal;

•

if an Otonomo Acquisition Proposal has been publicly announced or disclosed, fail to publicly reaffirm the recommendation that shareholders of Otonomo approve and adopt the Merger Agreement within ten business days after Urgently so requests;

•

make any recommendation or public statement in connection with a tender or exchange offer, or fail to recommend against such offer within ten business days of the commencement thereof pursuant to Rule 14d-2 of the Exchange Act, other than a recommendation against such offer or the issuance of a “stop, look and listen” communication by the Otonomo Board to Otonomo’s shareholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication);

•

fail to include the recommendation that shareholders of Otonomo approve and adopt the Merger Agreement; or

•

resolve or publicly propose to take any action described above.

Termination and Termination Fees (see page 184)

Either Urgently or Otonomo may terminate the Merger Agreement under certain circumstances, which would prevent the Merger from being consummated. If the Merger Agreement is terminated under specified circumstances, Otonomo will be required to pay Urgently a termination fee of $3.0 million or, in a certain circumstance, $1.5 million.

Voting Agreements (see page 186)

In order to induce Urgently to enter into the Merger Agreement, certain shareholders of Otonomo entered into voting agreements with Urgently and Otonomo pursuant to which each such shareholder has agreed, among other things, to vote all of his, her or its Otonomo Ordinary Shares in favor of the adoption of the Merger Agreement. These shareholders of Otonomo also agreed to vote against any competing Otonomo Acquisition Proposal.

As of February 9, 2023, the Otonomo shareholders subject to the Otonomo Voting Agreements beneficially own approximately 39% of the issued and outstanding Otonomo Ordinary Shares. These shareholders include certain executive officers and directors of Otonomo and certain other Otonomo shareholders holding a significant portion of the outstanding Otonomo Ordinary Shares.

Board of Directors and Management Following the Merger (see page 294)

In connection with the Merger, (a) Urgently will take all necessary corporate action to increase the size of the Urgently Board by two members, to a total of seven members, (b) Otonomo and Urgently will cooperate to designate Benjamin Volkow and a second director to be designated by Otonomo to fill two such vacancies and (c) Urgently will appoint Mr. Volkow to the Urgently Board as a Class III director, and such second Otonomo designee will be appointed by the Urgently Board as a Class II director, with such appointments effective upon Closing.

Following the Closing, Matthew Booth, Urgently’s current Chief Executive Officer and a member of the Urgently Board, and Timothy Huffmyer, Urgently’s current Chief Financial Officer, will continue to serve in such positions and Urgently will continue to be headquartered in Vienna, Virginia.

Interests of Certain Directors, Officers and Affiliates of Urgently and Otonomo (see page 159)

Interests of Urgently

None of Urgently’s executive officers or members of the Urgently Board is party to an arrangement with Otonomo, or participates in any Otonomo plan, program or arrangement, that provides such executive officer or director with financial incentives that are contingent upon the consummation of the Merger. Certain of Urgently’s directors and executive officers serving at the time this proxy statement/prospectus is declared effective will continue as the directors and executive officers of the Combined Company.

Interests of Otonomo

In considering the recommendation of the Otonomo Board with respect to the Merger Proposal, the CEO Retention Bonus Proposal and the CFO Retention Bonus Proposal, Otonomo’s shareholders should be aware that Otonomo’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of Otonomo’s shareholders generally. These interests are described in more detail in the section

titled “The Merger—Interests of Otonomo’s Directors and Executive Officers in the Merger.” The members of the Otonomo Board were aware of and considered these interests, among other matters, in evaluating the terms of the Merger Agreement, in approving the Merger Agreement and in determining to recommend that Otonomo’s shareholders approve the Merger Proposal, the CEO Retention Bonus Proposal and the CFO Retention Bonus Proposal.

Material U.S. Federal Income Tax Consequences (see page 260)

The parties intend the Merger to qualify as a “reorganization” under Section 368(a)(1)(B) of the Code and/or Section 368(a)(2)(E) of the Code. Assuming the Merger so qualifies, and subject to the discussion under “Material U.S. Federal Income Tax Considerations,” a U.S. Holder generally will not recognize gain or loss for U.S. federal income tax purposes on the exchange of Otonomo Ordinary Shares solely for shares of Urgently common stock pursuant to the Merger. If the Merger does not qualify as such a “reorganization” under Section 368(a)(1)(B) of the Code and/or Section 368(a)(2)(E) of the Code, the receipt of Urgently common stock in exchange for Otonomo Ordinary Shares in the Merger would generally constitute a taxable exchange for U.S. federal income tax purposes and the corresponding tax consequences of the Merger would materially differ from those described herein.

Notwithstanding the parties’ intent, there are significant factual uncertainties as to whether the Merger will qualify as a “reorganization” within the meaning of Section 368(a)(1)(B) and/or Section 368(a)(2)(E) of the Code, and, therefore, the tax treatment of the Merger is inherently uncertain. Such qualification will depend, in part, on facts that will not be known until the time of Closing, shortly before Closing or following Closing, such as whether the receipt of Otonomo Ordinary Shares in the Merger is subject to certain Israeli withholding taxes. Moreover, even if the Merger qualifies as a “reorganization” under Section 368(a)(1)(B) of the Code and/or Section 368(a)(2)(E) of the Code, if Otonomo is or has been classified as a “passive foreign investment company,” or PFIC, under Section 1297 of the Code for any taxable year, which is expected to be the case for its taxable year ended December 31, 2022 and the taxable year in which the Merger occurs, a U.S. Holder that owned (or was deemed to own) Otonomo Ordinary Shares in such taxable year, under the Code and certain proposed Treasury Regulations, may be subject to certain adverse U.S. federal income tax consequences as a result of the Merger, including recognition of gain, unless certain exceptions apply, as described further in “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Consequences of the Merger to U.S. Holders—Passive Foreign Investment Company Rules.”

Neither Urgently nor Otonomo has sought, nor do they intend to seek, any ruling from the IRS, nor is the Closing conditioned on the receipt of, any ruling from the IRS with respect to the qualification of the Merger as a “reorganization” under Section 368(a)(1)(B) of the Code and/or Section 368(a)(2)(E) of the Code. No assurance can be given that the IRS will agree with the views expressed herein or in any opinions of counsel, or that a court will not sustain any challenge by the IRS in the event of litigation. Furthermore, neither Urgently nor Otonomo or any of their respective advisors or affiliates, makes any representations or provides any assurances regarding the tax consequences of the Merger, including whether the Merger qualifies as a “reorganization” under Section 368(a)(1)(B) of the Code and/or Section 368(a)(2)(E) of the Code. For a more complete description of the U.S. federal income tax consequences of the Merger, see “Material U.S. Federal Income Tax Considerations” beginning on page 260.

Material Israeli Tax Consequences of the Merger (see page 270)

Otonomo’s issued and outstanding shares), to pay Israeli tax with respect to consideration payable to such holder under the Merger in accordance with the provisions of Section 104H of the ITO, all subject to the conditions to be detailed in such ruling, (ii) instructions for withholding or exemption from withholding of Israeli tax on payments of merger consideration paid to Otonomo shareholders and warrant holders who are not included in the 104H ruling as described in the following section (i) (and generally acquired their shares or warrants on or after August 13, 2021 and hold less than 5% of Otonomo’s issued and outstanding shares) and (iii) the application of Israeli tax withholding and other Israeli tax treatment applicable to holders of 102 Securities and to Otonomo RSU Awards under Section 3(i) of the ITO. No assurance can be given that any of the aforementioned tax rulings will be obtained before the Closing or at all, or that, if obtained, such tax rulings will be granted under the conditions requested by Otonomo.

This proxy statement/prospectus contains a discussion of the material Israeli income tax consequences of the Merger and the ownership and disposition of Urgently common stock received in the Merger. This discussion does not address any non-Israel tax consequences. You should consult your own tax advisors regarding the particular Israeli income tax consequences to you of the Merger and of the ownership and disposition of Urgently common stock received in the Merger in light of your particular circumstances, as well as the particular tax consequences to you under any other tax laws.

Special Meeting and the Proposals (see page 118)

General; Date; Time; Place and Agenda

The Special Meeting will be held on September 18, 2023 at 5:00 p.m., Israel time, at Otonomo’s executive offices at 16 Abba Eban Blvd., Herzliya Pituach 467256, Israel. The Special Meeting is being held for the purpose of considering to approve: (i) the Merger Proposal, (ii) the CEO Retention Bonus Proposal and (iii) the CFO Retention Bonus Proposal. Approval of the Merger Proposal by Otonomo’s shareholders is a condition to the obligation of Otonomo, Urgently and Merger Sub to complete the Merger. The approval of each of the CEO Retention Bonus Proposal and the CFO Retention Bonus Proposal is not a condition to the obligation of Otonomo, Urgently and Merger Sub to complete the Merger.

Otonomo Record Date

Otonomo has fixed July 20, 2023 as the record date for the Special Meeting. If you were an Otonomo shareholder at the close of business on the Otonomo record date, you are entitled to vote on matters that come before the Special Meeting. As of July 12, 2023, there were 9,864,353 Otonomo Ordinary Shares entitled to be voted at the Special Meeting.

Quorum; Adjournment

No less than two Otonomo shareholders of record not in default in payment of any call on shares, present in person or by proxy, and holding or representing between them Otonomo Ordinary Shares conferring in the aggregate at least 25% of the voting power of Otonomo, shall constitute a quorum at the Special Meeting. A proxy may be deemed to be one or more shareholders pursuant to the number of shareholders represented by the proxy holder.

Broker non-votes and abstentions will be counted as present at the Special Meeting for the purpose of determining whether a quorum is present.

If within one-half hour from the time appointed for the holding of the Special Meeting a quorum is not present, the meeting shall be adjourned to September 25, 2023, at the same time and place or to such other day, time and place as the Otonomo Board may indicate in a notice to the shareholders. At any such adjourned meeting, any shareholder (not in default under the Articles) present in person or by proxy, shall constitute a quorum.

Required Votes

Under the Articles and the Companies Law, the approval of the Merger Proposal requires the affirmative vote of holders of at least a majority of the Otonomo Ordinary Shares present, in person or by proxy (including by voting deed), and voting on the Merger Proposal at a quorate Special Meeting and compliant with Section 320(c) of the Companies Law (not taking into consideration abstentions or broker non-votes), excluding any Otonomo Ordinary Shares that are held by Urgently, Merger Sub or an Urgently Related Person.

Under the Articles and the Companies Law, the approval of each of the CEO Retention Bonus Proposal and the CFO Retention Bonus Proposal requires the affirmative vote of holders of at least a majority of the Otonomo Ordinary Shares present, in person or by proxy (including by voting deed), and voting on such proposals at a quorate Special Meeting (not taking into consideration abstentions or broker non-votes). In addition, in order to approve each of the CEO Retention Bonus Proposal and the CFO Retention Bonus Proposal, the Otonomo shareholders’ approval must either (i) include at least a majority of the Otonomo Ordinary Shares voted by shareholders who are not controlling shareholders (within the meaning of the Companies Law) and who are not shareholders who have a personal interest (within the meaning of the Companies Law) in the approval of such proposals, not taking into consideration abstentions or broker non-votes or (ii) be obtained such that the total number of Otonomo Ordinary Shares held by non-controlling shareholders and non-interested shareholders voted against such proposals does not represent, in each case, more than two percent of the total voting rights in Otonomo.

For purposes of the foregoing conditions, a “personal interest” means a shareholder’s personal interest in an act or a transaction of a company (i) including the personal interest of any member of a shareholder’s immediate family (i.e., spouse, sibling, parent, parent’s parent, descendant, the spouse’s descendant, sibling or parent, and the spouse of each of these) or an interest of an entity with respect to which the shareholder (or such a family member thereof) serves as a director or the chief executive officer, owns at least 5% of the shares or its voting power or has the right to appoint a director or the chief executive officer; and (ii) excluding an interest arising solely from the ownership of Otonomo Ordinary Shares. In determining whether a vote cast by proxy is disinterested, the conflict of interest/personal interest of the proxy holder is also considered and will cause that vote to be treated as the vote of an interested shareholder, even if the shareholder granting the proxy does not have a conflict of interest/ personal interest in the matter being voted upon.

Under Section 268 of the Companies Law, a “controlling shareholder” is any shareholder that has the ability to direct a company’s activities (other than by means of being a director or office holder of the company) including, with respect to the Merger Proposal, a person who holds 25% or more of the voting rights at the general meeting of Otonomo if there is no other person who holds more than 50% of the voting rights of Otonomo. For these purposes, two or more persons holding voting rights in a company, each of whom has a personal interest in the approval of the transaction being brought for approval of a company’s shareholders are considered to be joint holders. A person is presumed to be a controlling shareholder if he, she or it holds or controls, by himself, herself or itself, or together with others, one-half or more of any one of the “means of control” of a company. “Means of control” is defined as any one of the following: (i) the right to vote at a general meeting of a company, or (ii) the right to appoint directors of a company or its chief executive officer. In order for your vote to be counted in respect of (a) the Merger Proposal, you must indicate on the proxy card or voting instruction form that you receive whether or not you are an Urgently Related Person by indicating “YES” or “NO” in Item 1A of the proxy card or voting instructions form, (b) the CEO Retention Bonus Proposal, you must indicate on the proxy card voting instruction form that you receive whether you are a controlling shareholder of Otonomo and/or whether you have a personal interest in the vote (as described above) by indicating “YES” or “NO” in Item 2A of the

proxy card or voting instruction form and (c) the CFO Retention Bonus Proposal, you must indicate on the proxy card voting instruction form that you receive whether you are a controlling shareholder of Otonomo and/or whether you have a personal interest in the vote (as described above) by indicating “YES” or “NO” in Item 3A of the proxy card or voting instruction form. If you do not so indicate, your vote will not count towards the relevant tallies in respect of the votes on the Merger Proposal, the CEO Retention Bonus Proposal and the CFO Retention Bonus Proposal.

Please also see the section titled “Otonomo’s Special General Meeting” for further details.

Voting by Otonomo Directors and Executive Officers; Otonomo Voting Agreements

As of July 12, 2023, Otonomo’s directors and executive officers, and their affiliates, as a group, held in the aggregate approximately 16.7% of the issued and outstanding Otonomo Ordinary Shares.

Concurrently with the execution of the Merger Agreement, certain Otonomo shareholders entered into the Otonomo Voting Agreements. Pursuant to the Otonomo Voting Agreements, each Otonomo shareholder has agreed, among other things, to vote or cause to be voted certain issued and outstanding Otonomo Ordinary Shares beneficially owned by them and specified in such agreements at the Special Meeting during the term of the Otonomo Voting Agreements (i) in favor of (A) the consummation of the transactions contemplated by the Merger Agreement, including the Merger, (B) all of the matters, actions and proposals necessary to consummate the transactions contemplated by the Merger Agreement, and (C) any other transaction contemplated by the Merger Agreement or other matters that would reasonably be expected to facilitate the Merger, including any proposal to adjourn or postpone any meeting of the Otonomo shareholders to a later date if there are not sufficient votes to approve the adoption of the Merger Agreement; and (ii) against (A) any Otonomo Acquisition Proposal (as defined in the Otonomo Voting Agreements); (B) any action, proposal or transaction that would reasonably be expected to result in a breach of any covenant, agreement, representation or warranty or any other obligation of Otonomo set forth in the Merger Agreement or of the Otonomo shareholder set forth in the Otonomo Voting Agreements; or (C) any other action, proposal or transaction that is intended, or would reasonably be expected, to materially impede, interfere with, delay, postpone or prevent the consummation of, or otherwise adversely affect, the Merger, the other transactions contemplated by the Otonomo Voting Agreements or the Merger Agreement.

As of July 12, 2023, the Otonomo Ordinary Shares that are subject to the Otonomo Voting Agreements consist of approximately 39% of the issued and outstanding Otonomo Ordinary Shares. For more information, see the section titled “The Merger Agreement—Voting Agreements” and Annex D to this proxy statement/prospectus.

Otonomo expects that all of its directors and executive officers will vote their shares “FOR” the Merger Proposal.

Accounting Treatment

Urgently prepares its financial statements in accordance with GAAP. The accounting guidance for business combinations requires the use of the acquisition method of accounting for the merger, which requires the determination of the acquirer, the purchase price, the acquisition date, the fair value of assets and liabilities of the acquiree and the measurement of goodwill, if any. Urgently will be treated as the acquirer for accounting purposes.

Comparison of Stockholders’ Rights (see page 283)

Following the consummation of the Merger, the rights of Otonomo shareholders who become Urgently stockholders in the Merger will no longer be governed by the Articles and instead will be governed by the Proposed Charter and the Proposed Bylaws. See the section entitled “Comparison of Stockholder Rights” for further details.

Risk Factor Summary

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the risk factors described under “Risk Factors” in this proxy statement/prospectus. Such risks include, but are not limited to, the following:

•

If Urgently fails to acquire and retain new Customer Partners, or fails to do so in a cost-effective manner, Urgently may be unable to improve margins and achieve profitability;

•

Urgently faces significant competition in the mobility assistance industry and may be unsuccessful in maintaining and growing its market position against current and future competitors;

•

Urgently has a history of losses and may continue to generate operating losses for the foreseeable future;

•

Urgently has previously identified a material weakness in its internal controls over financial reporting. If Urgently is unable to develop and maintain an effective system of internal controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act of 2002, Urgently may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in Urgently and materially and adversely affect Urgently’s stock price, business and operating results;

•

Urgently may require additional capital, which may not be available on acceptable terms or at all;

•

Urgently is substantially dependent on a limited number of Customer Partners;

•

Urgently’s failure or the failure of Urgently’s third-party service providers to protect Urgently’s website, networks and systems against cybersecurity incidents, or otherwise to protect Urgently’s confidential information or that of its Consumers, Customer Partners and Service Providers, could damage Urgently’s reputation and brand and substantially harm its business, financial condition, and results of operations;

•

Urgently relies on AWS to deliver its platform to Consumers, and any disruption of, or interference with, Urgently’s use of AWS could adversely affect Urgently’s business, financial condition, and results of operations;

•

If Customer Partners terminate or do not renew their service contracts with Urgently or reduce their use of Urgently’s platform, Urgently’s revenue will decline and its operating results and financial condition may be adversely affected;

•

If Customer Partners do not expand their use of Urgently’s platform beyond their current roadside solutions, Urgently’s ability to grow its business and operating results may be adversely affected;

•

Urgently’s limited operating history and evolving business model makes it difficult to evaluate Urgently’s future prospects and the risks and challenges Urgently may encounter;

•

Urgently’s sales cycle with Customer Partners may be lengthy and variable, which may make it difficult for Urgently to forecast revenue and other operating results.

•

Urgently may need to change its pricing model for its platform’s offerings, which in turn could adversely impact results of operations;

•

Urgently and its Service Providers may face difficulties in meeting labor needs, which may impact Urgently’s ability to effectively operate its business;

•

Adverse economic conditions or reduced automotive usage may adversely impact Urgently’s business;

•

The loss of key senior management personnel or the failure to hire and retain highly skilled and other key personnel could negatively affect Urgently’s business;

•

The terms of Urgently’s existing credit facilities require Urgently to meet certain operating and financial covenants and place restrictions on Urgently’s operating and financial flexibility. If Urgently raises additional capital through debt financing, the terms of any new debt could further restrict Urgently’s ability to operate its business;

•

Urgently has in the past defaulted on certain financial, reporting and other covenants under each Loan Agreement. While Urgently has to date been successful in obtaining compliance waivers with respect to such covenant defaults, Urgently may not be able to do so in the future on terms advantageous to us or at all;

•

Urgently relies on unpatented proprietary technology, trade secrets, processes and know-how;

•

The unaudited pro forma condensed combined financial data for Urgently and Otonomo included in this proxy statement/prospectus is preliminary, and the Combined Company’s actual financial position and operations after the Merger may differ materially from the unaudited pro forma financial data included in this proxy statement/prospectus;

•

Following the Merger, the Combined Company may be unable to integrate successfully and realize the anticipated benefits of the Merger;

•

Otonomo’s Cost Reduction Initiative and associated organizational changes may not adequately reduce its operating costs or improve operating margins, may lead to additional workforce attrition, and may cause operational disruptions;

•

Otonomo has a limited operating history with history of losses and expects to incur significant expenses and continuing losses for the foreseeable future;

•

If Otonomo does not develop enhancements to its services and introduce new services that achieve market acceptance, its growth, business, results of operations and financial condition could be adversely affected;

•

If Otonomo is unsuccessful at investing in growth opportunities, its business could be materially and adversely affected;

•

Otonomo relies, in part, on partnerships to grow its business. The partnerships may not produce the expected financial or operating results Otonomo expects. In addition, if Otonomo is unable to enter into partnerships or successfully maintain them, its growth may be adversely impacted;

•

Otonomo’s business depends on expanding its base of data and insurance services consumers and consumers increasing their use of its services, and its inability to expand its base of consumers or any loss of consumers or decline in their use of its services could materially and adversely affect its business, results of operations and financial condition;

•

If Otonomo fails to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, and changing customer needs, requirements or preferences, its products may become less competitive;

•

Otonomo relies on the ability to access data from external providers at reasonable terms and prices. Otonomo’s data providers might restrict its use of, or refuse to license, data, which could lead to its inability to access certain data or provide certain services and, as a result, materially and adversely affect its operating results and financial condition;

•

The market for our services and platform is new and unproven, may decline or experience limited growth and is dependent in part on consumers continuing to adopt our platform and use our services; and

•

There is significant competition in the markets in which Otonomo offers its telematics services and products and its business, results of operations, financial condition and growth potential could be adversely affected if Otonomo fails to compete successfully.

These risks and other risks are discussed in greater detail under the section titled “Risk Factors” beginning on page 39 of this proxy statement/prospectus. Urgently and Otonomo both encourage you to read and consider all of these risks carefully.

Regulatory Approvals (see page 168)

The parties have not identified any antitrust or competition filings that will be required in connection with the consummation of the Merger.

UK NSIA

With respect to the United Kingdom (“UK”), the new investment screening regime under the UK NSIA came into full effect on January 4, 2022. Pursuant to the new investment screening regime, certain transactions involving entities that carry on specified activities in the United Kingdom must be approved by the UK Secretary of State before Closing. Urgently submitted the UK NSIA Notice to the UK Secretary of State within ten (10) business days following the execution of the Merger Agreement. The Closing of the Merger is subject to the UK Secretary of State: (i) confirming that no further action will be taken in relation to the Merger, (ii) making a final order in relation to the Merger pursuant to section 26(1)(a) of the UK NSIA allowing the Merger to proceed and, to the extent relevant, all conditions, provision or obligations contained in such final order necessary for completion of the Merger having been satisfied or complied with, or (iii) NSIA Approval. Urgently received NSIA approval on April 18, 2023.

Israeli Registrar of Companies

Pursuant to the Companies Law, each of Otonomo and Merger Sub is required to file with the Companies Registrar a merger proposal setting forth specified details with respect to the Merger within three (3) days of convening the Special Meeting to approve the Merger.

Otonomo, in one daily newspaper in New York within three (3) business days of the date that the merger proposal is filed with the Companies Registrar. Both merging companies will notify their respective creditors of the Merger in accordance with these requirements, to the extent applicable. Within three (3) business days of each merging company notifying its creditors in accordance with the foregoing, both merging companies will notify the Companies Registrar of the notices given to their respective creditors.

In addition, pursuant to the Companies Law, because Otonomo employs more than 50 employees, Otonomo must post a copy of the publication placed in the Israeli newspapers in a prominent location in the workplace within three (3) business days after the merger proposal has been filed with the Companies Registrar.

Pursuant to the Companies Law, after the shareholders vote at the Special Meeting, each of Otonomo and Merger Sub must file a notice with the Companies Registrar regarding the approval of the Merger by Otonomo shareholders no later than three (3) days after the date on which such approval is received.

Assuming that the shareholders of Otonomo and Merger Sub approve the Merger (and all the other conditions set forth in the Merger Agreement have been satisfied) and that all of the statutory procedures and requirements have been complied with, and so long as least thirty (30) days have elapsed after the approval of the Merger by shareholders of both companies and at least fifty (50) days have passed from the date of the filing of the merger proposal with the Companies Registrar, the Merger will become effective upon the issuance of a certificate of merger following a request to issue such certificate by Otonomo and Merger Sub, and upon such request the Companies Registrar will be required to register the Merger in the Companies register.

Israeli Securities Authority Approval

Both the issuance by Urgently of the merger consideration to Otonomo’s Israeli shareholders and the assumption by Urgently, pursuant to the Merger, of Otonomo RSU Awards that had been awarded to Israeli holders of Otonomo securities require compliance with the ISL. Accordingly, as soon as practicable after the execution of the Merger Agreement, Urgently has agreed to cause its Israeli counsel to prepare, in coordination with Otonomo, and file with the ISA an application, in form and substance reasonably acceptable to Otonomo, to obtain the ISA No-Action Letter. The obtainment of the ISA No-Action Letter is a closing condition to the Merger. The ISA No-Action Letter was obtained on June 13, 2023.

Israeli Tax Authority Rulings

In order to allow deferral of Israeli tax liability for holders of Otonomo Ordinary Shares and Otonomo Warrants, Otonomo, with the assistance of Urgently, intends to submit applications for tax rulings from the ITA. No assurance can be given that the tax rulings will be obtained before the Closing or at all, that, if obtained, such rulings will be granted under the conditions requested by Otonomo, or that such rulings will not apply to issues covered by the 102 Ruling. It should be noted that obtaining the 104H Tax Ruling (or the 104H Interim Ruling), the Withholding Tax Ruling (if not incorporated as part of the 104H Tax Ruling or the 104H Interim Ruling) and the 102 Ruling are closing conditions for the Merger, and Otonomo may not withdraw the application for such rulings without the prior consent of Urgently (such consent not to be unreasonably withheld). There can be no assurance that such tax rulings will be granted before the Closing, if at all, or that, if obtained, such tax rulings will be granted under the conditions requested by Otonomo. For further details concerning the substance of these rulings, please see the section titled “The Merger Agreement—Tax Rulings” in this proxy statement/prospectus.

Listing (see page 171)

Urgently will use its reasonable best efforts to cause the shares of Urgently common stock and Urgently Warrants to be issued in connection with the Merger to be approved for listing on Nasdaq, subject to official

notice of issuance, prior to the Effective Time. Otonomo Ordinary Shares will be delisted from Nasdaq and deregistered under the Exchange Act, and Otonomo will no longer be required to file periodic reports with the SEC pursuant to the Exchange Act.

Appraisal Rights and Dissenters’ Rights (see page 171)

Appraisal rights, which are also sometimes known as dissenters’ rights, are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined immediately prior to the Effective Time in cash, instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction.

Under DGCL, Urgently stockholders are not entitled to appraisal rights in connection with the Merger or the issuance of shares of Urgently common stock as contemplated by the Merger Agreement.

Under the Companies Law, holders of Otonomo Ordinary Shares are not entitled to statutory appraisal rights in connection with the Merger.

Implications of being an “Emerging Growth Company” and a “Foreign Private Issuer”

Each of Urgently and Otonomo is, and consequently, following the Merger, the Combined Company will be, an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by JOBS Act. As such, the Combined Company will be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. For so long as the Combined Company remains an emerging growth company, it intends to rely on these exemptions. If some investors find the Combined Company’s securities less attractive as a result, there may be a less active trading market for the Combined Company’s securities and the prices of the Combined Company’s securities may be more volatile.

The Combined Company will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the Closing, (b) in which the Combined Company has total annual gross revenue of at least $1.235 billion, or (c) in which the Combined Company is deemed to be a large accelerated filer, which means the market value of the Combined Company’s common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which the Combined Company has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Otonomo is also considered a “foreign private issuer” and reports under the Exchange Act as a non-U.S. company with “foreign private issuer” status. As long as Otonomo qualifies as a “foreign private issuer” under the Exchange Act, it will be exempt from certain provisions of and intends to take advantage certain exemptions from the Exchange Act that are applicable to U.S. public companies, including:

•

the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and

•

the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time.

Otonomo may take advantage of these reporting exemptions until such time as it is no longer a “foreign private issuer.” Otonomo could lose its status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of Otonomo’s outstanding voting securities become directly or indirectly held of record by U.S. holders and any one of the following is true: (i) the majority of the Otonomo’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of Otonomo’s assets are located in the United States; or (iii) Otonomo’s business is administered principally in the United States. The Combined Company will not be considered a “foreign private issuer.”

Otonomo may choose to take advantage of some but not all of these reduced burdens. Otonomo has taken advantage of reduced reporting requirements in this proxy statement/prospectus. Accordingly, the information contained in this proxy statement/prospectus may be different from the information you receive from Otonomo’s competitors that are public companies, or other public companies in which you have made an investment.

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA AND

PER SHARE FINANCIAL INFORMATION

The following table summarizes selected per share data for (i) Urgently and Otonomo for the six months ended June 30, 2023, in each case, on an unaudited historical basis, and audited historical financial information of Urgently and Otonomo for the year ended December 31, 2022, (ii) Urgently for the six months ended June 30, 2023 and the year ended December 31, 2022 on an unaudited pro forma combined basis giving effect to the Merger using the acquisition method of accounting and (iii) Otonomo for the six months ended June 30, 2023 and for the year ended December 31, 2022 on an unaudited pro forma equivalent basis based on the exchange ratio of 0.444 of a share of Urgently common stock per share for Otonomo common stock.

The following table reflects historical information about basic and diluted net loss per share attributable to common stockholders for the six months ended June 30, 2023 and for the year ended December 31, 2022, in the case of Urgently and Otonomo, and the book value per Urgently and Otonomo common share as of June 30, 2023, in each case, on a historical basis, and for the Combined Company on an unaudited pro forma condensed combined basis after giving effect to the Merger. The pro forma data of the Combined Company assumes the Merger was completed on January 1, 2022 and was derived by combining the historical consolidated financial information of Urgently and Otonomo. For a discussion of the assumptions and adjustments made in preparing the unaudited pro forma combined financial information presented in this document, see the section titled “Unaudited Pro Forma Condensed Combined Financial Information.”

The unaudited pro forma per share data below is presented for illustrative purposes only. The pro forma adjustments to the statement of operations data are based on the assumption that the Merger was completed on January 1, 2022, and the pro forma adjustments to the balance sheet data are based on the assumption that the merger was completed on June 30, 2023.

Either company’s actual historical financial condition and results of operations may have been different had the companies always been combined. You should not rely on this information as being indicative of the historical financial condition and results of operations that would have actually been achieved or of the future results of the Combined Company after the completion of the Merger.

You should read the information below together with the historical consolidated financial statements and related notes of Urgently and Otonomo as of and for the applicable periods, included elsewhere this proxy statement/prospectus, along with the information in the section titled “Unaudited Pro Forma Condensed Combined Financial Information” and related notes included in this proxy statement/prospectus.


	Urgently						Otonomo
	Historical			Pro forma combined			Historical			Pro forma equivalent
Net loss per share, basic and diluted
Six months ended June 30, 2023	$	(156.14	)	$	(4.41	)	$	(2.39	)	$	(1.96	)
Year ended December 31, 2022		(949.35	)		(22.86	)		(14.21	)		(5.00	)
Book value per share
As of June 30, 2023		(1,325.61	)		6.02			11.85			2.67

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following selected unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting with Urgently as the accounting acquirer. The selected unaudited pro forma condensed combined balance sheet data assumes the merger of Urgently and Otonomo took place on June 30, 2023. The selected unaudited pro forma condensed combined statements of operations data assumes the merger of Urgently and Otonomo took place on January 1, 2022.

The following selected unaudited pro forma condensed combined financial data is for illustrative purposes only and is not necessarily indicative of the combined financial position or results of operations of future periods or the results that actually would have been realized had the entities been a single entity during these periods. Future results may vary significantly from the results reflected because of various factors, including those discussed in the section titled “Risk Factors.” The following selected unaudited pro forma condensed combined financial data should be read in conjunction with the sections titled “The Merger Agreement” and “Unaudited Pro Forma Condensed Combined Financial Information” and related notes included in this proxy statement/prospectus.


Selected Unaudited Pro Forma Condensed Combined Statement of Operations Data (in thousands, except per share amounts)	Six months ended June 30, 2023			Year ended December 31, 2022
Revenues		$ 97,020		$	194,581
Net loss		(48,212	)		(141,985	)
Net loss per share attributable to common stockholders:
Basic and Diluted		(4.41)			(22.86	)


Selected Unaudited Pro Forma Condensed Combined Balance Sheet Data (in thousands)	As of June 30, 2023
Total assets	$	188,059
Total liabilities		122,278
Total stockholder’s equity		65,781

MARKET PRICE AND DIVIDEND INFORMATION

Market Price Information

Urgently

Urgently is a private company and its shares of common stock and preferred stock are not publicly traded.

Otonomo

Otonomo Ordinary Shares and Otonomo Warrants are listed on the Nasdaq Stock Market LLC under the trading symbols “OTMO” and “OTMOW,” respectively.

The closing price of Otonomo Ordinary Shares and Otonomo Warrants on February 8, 2023, the last trading day prior to the public announcement of the Merger, was approximately $7.95 per share and approximately $0.04 per warrant, respectively, in each case as reported on The Nasdaq Capital Market.

Assuming approval of the Merger Proposal and successful application for initial listing with Nasdaq, Urgently and Otonomo anticipate that the common stock and warrants of the Combined Company will be listed on Nasdaq following the Closing under the trading symbol “ULY” and “ULYWW.”

As of July 12, 2023, Otonomo had 34 holders of record of Otonomo Ordinary Shares and 1 holder of record of Otonomo Warrants. For detailed information regarding the beneficial ownership of certain Urgently stockholders and Otonomo shareholders, see the section titled “Beneficial Ownership of Securities” on page 290 of this proxy statement/prospectus.

Dividends

Urgently has never declared or paid cash dividends on its capital stock and does not anticipate paying any cash dividends in the foreseeable future. Otonomo has never paid or declared any cash dividends on its capital stock. Following completion of the Merger, the Combined Company intends to retain all available funds and any future earnings for use in the operation of its business and does not anticipate paying any cash dividends on its capital stock in the foreseeable future. Notwithstanding the foregoing, any determination to pay cash dividends subsequent to the Merger will be at the discretion of the Combined Company’s board of directors and will depend upon a number of factors, including the Combined Company’s results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors the Combined Company’s board of directors deems relevant.

Exchange Controls

There are currently no Israeli currency control restrictions on remittances of dividends on Otonomo Ordinary Shares, proceeds from the sale of the shares or interest or other payments to non-residents of Israel, except for shareholders who are subjects of certain countries that are, or have been, in a state of war with Israel at such time.

RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein, in evaluating the Merger and the Proposals to be voted on at the Special Meeting. Certain of the following risk factors apply to the business and operations of Urgently and will also apply to the business and operations of the Combined Company following the Closing of the Merger. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Merger, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of the Combined Company following the Merger. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by Urgently and Otonomo that later may prove to be incorrect or incomplete.

Risks Related to the Merger

Neither Urgently nor Otonomo will have any right to make damage claims against the other party or its respective stockholders or shareholders for the breach of any representation, warranty or covenant made by either party in the Merger Agreement.

The Merger Agreement provides that all of the representations, warranties and covenants of the parties contained therein shall not survive the Closing, except for those covenants that by their terms contemplate performance after the Effective Time.

Accordingly, there are no remedies available to the parties with respect to any breach of the representations, warranties, covenants or agreements of the parties to the Merger Agreement after the Effective Time, except for covenants that by their terms contemplate performance after the Effective Time. As a result, Urgently will have no remedy available to it if the Merger is consummated and it is later revealed that there was a breach of any of the representations, warranties and covenants made by Otonomo at the time of the Merger.

Urgently and Otonomo will incur significant transaction and transition costs in connection with the Merger.

Urgently and Otonomo have both incurred and expect to incur significant, non-recurring costs in connection with consummating the Merger and operating as a public company following the consummation of the Merger. Urgently and Otonomo may also incur additional costs to retain key employees. All fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby, including the fees and disbursements of counsel, financial advisors and accountants, shall be paid, whether or not the Merger is consummated, by the party incurring such fees or expenses.

Otonomo or Urgently may waive one or more of the conditions to the Merger.

Otonomo or Urgently may agree to waive, in whole or in part, some of the conditions to each party’s obligations to complete the Merger, to the extent permitted by applicable law. For example, it is a condition to Otonomo’s obligations to close the Merger that certain of Urgently’s representations and warranties are true and correct in all respects as of the Closing Date, except to the extent the failure of such representations and warranties of Otonomo to be so true and correct, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect with respect to Urgently. However, if the Otonomo Board determines that it is in the best interest of the shareholders of Otonomo to waive any such breach, then the Otonomo Board may elect to waive that condition and consummate the Merger, which decision may have an adverse effect on the stockholders of the Combined Company following the Merger. For example, if such a breach was the result of a material adverse effect with respect to Urgently, the market could react negatively to such information, which may cause a substantial decline in the price of the common stock of the Combined Company following the Merger.

The Merger may be completed even though a material adverse effect may result from the announcement of the Merger, industry-wide changes or other causes.

In general, neither Urgently nor Otonomo is obligated to complete the Merger if there is a Material Adverse Effect affecting the other party between February 9, 2023, the date of the Merger Agreement, and the Closing. However, certain types of changes are excluded from the concept of a “Material Adverse Effect.” Such exclusions include but are not limited to changes in regional, global or international economic conditions, including any changes affecting financial, credit, foreign exchange or capital market conditions, industry wide changes, changes in GAAP or in the interpretation thereof, changes in applicable laws, rules or regulations or the interpretations thereof, the commencement, continuation or escalation of a war, acts of armed hostility, weather conditions, natural disasters, epidemics or pandemics (including COVID-19) or other force majeure events, including any material worsening of such conditions threatened or existing as of the date of the Merger Agreement, changes resulting from the announcement or pendency of the Merger Agreement and the Merger, and failures to meet internal budgets, plans or forecasts. If any of these events were to occur and impact Urgently or Otonomo, the other party would still be obligated to consummate the Closing. If any such events occur and the merger is consummated, the stock price of the Combined Company may suffer, thereby reducing the value of the Merger to the stockholders of Urgently, shareholders of Otonomo or both. For a more complete discussion of what constitutes a Material Adverse Effect on Urgently or Otonomo, see the section titled “The Merger Agreement—Conditions to Completion of the Merger.”

Some Otonomo directors and executive officers may have interests in the Merger that are different from yours and that may influence them to support or approve the Merger without regard to your interests.

Directors and executive officers of Otonomo may have interests in the Merger that are different from, or in addition to, the interests of other Otonomo shareholders generally. These interests with respect to Otonomo’s directors and executive officers may include, among others, that certain of Otonomo’s executives are entitled to, in connection with a qualifying termination of employment following the Closing (and within 12 months of the Closing), accelerated vesting of options and restricted share units with respect to Otonomo Ordinary Shares and the payment of severance (whether contractually or as required under applicable law), and that all of Otonomo’s directors and executive officers are entitled to continued indemnification and continued liability insurance coverage pursuant to the terms of the Merger Agreement. In addition, Otonomo has agreed to pay a retention bonus to certain of its executive officers in connection with the contemplated Merger in the aggregate amount of $1.47 million in cash (which includes, for the avoidance of doubt, the M&A Retention Bonus). In addition, Benjamin Volkow, Otonomo’s Chief Executive Officer and Chairman of the Otonomo Board, is expected to continue as a director of the Combined Company after the Effective Time, and, following the Closing, will be eligible to be compensated as a non-employee director of the Combined Company pursuant to the Urgently non-employee director compensation policy that is expected to be adopted in connection with the Closing. These interests are described in more detail in the section titled “The Merger—Interests of Otonomo’s Directors and Executive Officers in the Merger. ”

The Urgently and Otonomo boards of directors were aware of and considered those interests, among other things, in reaching their decisions to approve and adopt the Merger Agreement, approve the Merger, and recommend the approval of the Merger Agreement and certain related matters to Urgently stockholders and Otonomo shareholders.

If the Merger is not completed, the price of Otonomo Ordinary Shares may fluctuate significantly.

The market price of Otonomo Ordinary Shares is subject to significant fluctuations. During the 12-month period ended February 10, 2023, the closing sales price of Otonomo Ordinary Shares on The Nasdaq Stock Market ranged from a high of $31.5 on February 11, 2022 to a low of $3.45 on October 14, 2022. The market price of Otonomo Ordinary Shares will likely be volatile based on whether shareholders and other investors believe that Otonomo can complete the Merger and whether the Merger is beneficial to shareholders and investors. The

volatility of the market price of Otonomo Ordinary Shares is exacerbated by low trading volume. Additional factors that may cause the market price of Otonomo Ordinary Shares to fluctuate include:

•

actual or anticipated differences in Otonomo’s estimates, or in the estimates of analysts, for Otonomo’s revenues, adjusted EBITDA, results of operations, level of indebtedness, liquidity or financial condition;

•

additions and departures of key personnel;

•

failure to comply with the requirements of the Nasdaq Stock Market;

•

failure to comply with the Sarbanes-Oxley Act or other laws or regulations;

•

publication of research reports about Otonomo;

•

the performance and market valuations of other similar companies;

•

failure of securities analysts to initiate or maintain coverage of Otonomo, changes in financial estimates by any securities analysts who follow Otonomo or our failure to meet these estimates or the expectations of investors;

•

new laws, regulations, subsidies, or credits or new interpretations of existing laws applicable to Otonomo;

•

commencement of, or involvement in, litigation involving Otonomo;

•

broad disruptions in the financial markets, including sudden disruptions or benchmark rate transitions in the credit markets;

•

speculation in the press or investment community;

•

actual, potential or perceived control, accounting or reporting problems;

•

changes in accounting principles, policies and guidelines;

•

other events or factors, including those resulting from infectious diseases, health epidemics and pandemics (including the ongoing COVID-19 public health emergency), natural disasters, war, acts of terrorism or responses to these events;

•

future sales of Otonomo Ordinary Shares;

•

general and industry-specific economic conditions that may affect its expenditures; and

•

period-to-period fluctuations in financial results.

Moreover, the stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of individual companies. These broad market fluctuations may also adversely affect the trading price of Otonomo Ordinary Shares. In the past, following periods of volatility in the market price of a company’s securities, shareholders have often instituted class action securities litigation against such companies.

Urgently and Otonomo securityholders will have a reduced ownership and voting interest in, and will exercise less influence over the management of, the Combined Company following the completion of the Merger as compared to their current ownership and voting interests in the respective companies.

After the completion of the Merger, the legacy Urgently stockholders and the legacy Otonomo shareholders will own a smaller percentage of the Combined Company than their ownership of their respective companies prior to the Merger. Immediately after the Merger, it is estimated that the legacy Urgently stockholders will own approximately 61.1% of the outstanding shares of the Combined Company and the legacy Otonomo shareholders are currently estimated to own approximately 38.9% of the outstanding shares of the Combined Company, in each case on a fully-diluted basis and based on assumptions as of June 30, 2023, and subject to the determination of the final Exchange Ratio pursuant to the terms set forth in the Merger Agreement.

During the pendency of the Merger, Urgently and Otonomo may not be able to enter into a business combination with another party on more favorable terms because of restrictions in the Merger Agreement, which could adversely affect each of their respective business prospects.

Covenants in the Merger Agreement impede the ability of Urgently and Otonomo to make acquisitions during the pendency of the Merger, subject to specified exceptions. As a result, if the Merger is not completed, the parties may each be at a disadvantage to their respective competitors during that period. In addition, while the Merger Agreement is in effect, each party is generally prohibited from soliciting, initiating, knowingly encouraging, or taking any other action designed to, or which would reasonably be expected to facilitate a proposal, offer or indication of interest with respect to certain transactions involving a third party, including a merger, sale of assets or other business combination (or, in the case of Otonomo, would reasonably be expected to lead to such a proposal), subject to specified exceptions. Any such transactions could be favorable to such party’s stockholders or shareholders, but the parties may be unable to pursue them. For more information, see the section titled “The Merger Agreement—Non-Solicitation” beginning on page 176 of this proxy statement/prospectus.

Lawsuits may be filed against Otonomo and Urgently and the members of Otonomo’s and/or Urgently’s boards of directors in connection with the Merger in the future. An adverse ruling in any such lawsuit could result in an injunction preventing the completion of the Merger and/or substantial costs to Otonomo and/or Urgently.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements like the Merger Agreement. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Otonomo’s and Urgently’s respective liquidity and financial condition.

One of the conditions to the Closing is that no injunction by any governmental entity having jurisdiction over Otonomo or Urgently has been entered and continues to be in effect and no law has been adopted, in either case that restrains, enjoins or otherwise prohibits the Closing. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, that injunction may delay or prevent the Merger from being completed within the expected time frame or at all, which may adversely affect Otonomo’s, Urgently’s or the Combined Company’s respective business, financial position and results of operations. There can be no assurance that any of the defendants will be successful in the outcome of any potential future lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Merger is completed may adversely affect Otonomo’s, Urgently’s or the Combined Company’s business, financial condition, results of operations and cash flows.

The financial projections for Urgently and Otonomo included in the section entitled “The Merger—Certain Unaudited Financial Projections”, which were considered by the Otonomo Board in evaluating the Merger and used by Otonomo’s financial advisor in rendering its fairness opinion and performing its related financial analyses, reflect numerous variables, estimates and assumptions and are inherently uncertain. If any of these variables, estimates and assumptions prove to be wrong, the actual results for the Combined Company’s business may be materially different from the results reflected in the financial projections.

As further described in the section entitled “The Merger—Certain Unaudited Financial Projections”, in connection with the Otonomo Board’s evaluation of the Merger, preliminary internal financial forecasts for Urgently and Otonomo were prepared by the management of Urgently and Otonomo, respectively, solely for use by Otonomo’s financial advisor, Duff & Phelps, in connection with the rendering of its fairness opinion and performing its related financial analyses, as described below under “The Merger—Opinion of Duff & Phelps.” The financial forecasts and financial projections reflect numerous variables, estimates, assumptions (including, but not limited to, those related to industry performance and competition and general business, economic, market and financial conditions, and additional matters specific to Urgently’s or Otonomo’s business, as applicable) and

forecasts made by Otonomo’s and Urgently’s respective management at the time the initial financial forecasts were prepared. If any of these variables, estimates and assumptions prove to be wrong, the actual results for the Combined Company’s business may differ materially from the results reflected in the financial projections.

If Urgently’s due diligence investigation of Otonomo, or Otonomo’s due diligence investigation of Urgently, was inadequate, then stockholders of the Combined Company could lose some or all of their investment.

Even though the respective management teams of Urgently and Otonomo conducted significant due diligence on the other party and engaged in comprehensive discussions regarding the terms of the Merger, neither Company can be sure that this due diligence uncovered all material issues that may be present inside Urgently or Otonomo or their respective businesses, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the control of Urgently and Otonomo will not later arise. Further, the Urgently Board did not obtain a formal fairness opinion to assist it in its determination. Accordingly, the Urgently Board may be incorrect in its assessment of the Merger.

Because the Combined Company will become a public reporting company by means other than a traditional underwritten initial public offering, Urgently stockholders may face additional risks and uncertainties.

Because the Combined Company will become a public reporting company by means of consummating the Merger rather than by means of a traditional underwritten initial public offering, there is no independent third-party underwriter selling the shares of Urgently’s common stock, and, accordingly, Urgently stockholders will not have the benefit of an independent review and investigation of the type normally performed by an unaffiliated, independent underwriter in a public securities offering. Due diligence reviews typically include an independent investigation of the background of the company, any advisors and their respective affiliates, review of the offering documents and independent analysis of the plan of business and any underlying financial assumptions. Because there is no independent third-party underwriter selling the shares of common stock, Urgently stockholders must rely on the information included in this proxy statement/prospectus. Although Urgently performed a due diligence review and investigation of Otonomo in connection with the Merger that it believed to be reasonable, the lack of an independent due diligence review and investigation increases the risk of investment in Urgently because this due diligence investigation may not have uncovered facts that would be important to a potential investor.

In addition, because the Combined Company will not become a public reporting company by means of a traditional underwritten initial public offering, security or industry analysts may not provide, or be less likely to provide, coverage of the Combined Company. Investment banks may also be less likely to agree to underwrite follow-on or secondary offerings on behalf of the Combined Company than they might if it became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with the Combined Company as a result of not having performed similar work during the initial public offering process or because of more limited coverage by analysts and the media. The failure to receive research coverage or support in the market for the Combined Company’s common stock could have an adverse effect on the Combined Company’s ability to develop a liquid market for its common stock. See “Risk Factors—Risks Related to the Merger—If securities analysts do not publish research or reports about the Combined Company’s business or if they downgrade the Combined Company’s stock or sector, the Combined Company’s stock price and trading volume could decline.”

Certain provisions of the Merger Agreement may discourage third parties from submitting competing proposals, including proposals that may be superior to the transactions contemplated by the Merger Agreement.

The terms of the Merger Agreement prohibit each of Urgently and Otonomo from soliciting competing proposals or cooperating with persons making unsolicited takeover proposals, except in limited circumstances as described

in further detail in the section titled “The Merger Agreement—Non-Solicitation.” In addition, if the Merger is not completed, Otonomo is subject to the following risks:

•

if the Merger Agreement is terminated under certain specified circumstances, Otonomo will be required to pay Urgently a termination fee of either $1.5 million or $3.0 million;

•

the price of Otonomo Ordinary Shares may decline and could fluctuate significantly; and

•

the incurrence of costs related to the Merger, such as financial advisor, legal and accounting fees, which Otonomo estimates will total approximately $3 million, $2 million, and $500,000, respectively, a majority of which must be paid even if the Merger is not completed.

If the Merger Agreement is terminated and the Urgently Board or Otonomo Board determines to seek another business combination, there can be no assurance that either Urgently or Otonomo will be able to find a partner with whom a business combination would yield greater benefits than the benefits to be provided under the Merger Agreement.

Because the lack of a public market for Urgently’s capital stock makes it difficult to evaluate the fair market value of Urgently’s capital stock, the shareholders of Otonomo may receive consideration in the Merger that is less than the fair market value of Otonomo’s capital stock.

The outstanding capital stock of Urgently is privately held and is not traded in any public market. The lack of a public market makes it difficult to determine the fair market value of Urgently’s capital stock. Because the percentage of Urgently equity to be issued to Otonomo shareholders was determined based on negotiations between the parties, it is possible that the value of the Urgently common stock to be received by Otonomo shareholders will be less than the fair market value of Otonomo’s capital stock.

If the Merger does not qualify as a “reorganization” under Section 368(a)(1)(B) of the Code and/or Section 368(a)(2)(E) of the Code, U.S. Holders of Otonomo Ordinary Shares may recognize gain or loss for U.S. federal income tax purposes.

The parties intend the Merger to qualify as a “reorganization” under Section 368(a)(1)(B) of the Code and/or Section 368(a)(2)(E) of the Code; however, notwithstanding the parties’ intent, there are significant factual uncertainties as to whether the Merger will qualify as a “reorganization” within the meaning of Section 368(a)(1)(B) and/or Section 368(a)(2)(E) of the Code, and, therefore, the tax treatment of the Merger is inherently uncertain. Such qualification will depend, in part, on facts that will not be known until the time of Closing, shortly before Closing or following Closing, such as whether the receipt of Otonomo Ordinary Shares in the Merger is subject to certain Israeli withholding taxes. Moreover, even if the Merger qualifies as a “reorganization” under Section 368(a)(1)(B) of the Code and/or Section 368(a)(2)(E) of the Code, if Otonomo is or has been classified as a “passive foreign investment company,” or PFIC, under Section 1297 of the Code for any taxable year, a U.S. Holder that owned (or was deemed to own) Otonomo Ordinary Shares in such taxable year, under the Code and certain proposed Treasury Regulations, may be subject to certain adverse U.S. federal income tax consequences as a result of the Merger, including recognition of gain, unless certain exceptions apply, as described further in “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Consequences of the Merger to U.S. Holders—Passive Foreign Investment Company Rules.”

The Merger is not conditioned on the receipt of an opinion of counsel that the Merger qualifies as a “reorganization” under Section 368(a)(1)(B) of the Code and/or Section 368(a)(2)(E) of the Code, and neither Urgently nor Otonomo or any of their respective advisors or affiliates, makes any representations or provides any assurances regarding the tax consequences of the Merger, including whether the Merger qualifies as a “reorganization” under Section 368(a)(1)(B) of the Code and/or Section 368(a)(2)(E) of the Code. If the Merger were to fail to qualify as a “reorganization” under Section 368(a) of the Code, U.S. Holders of Otonomo Ordinary Shares generally would recognize gain or loss, as applicable, equal to the difference between (i) the fair

market value of the Urgently common stock received by such U.S. Holder in the Merger, if any, and (ii) such U.S. Holder’s adjusted tax basis in its Otonomo Ordinary Shares.

U.S. Holders of Otonomo Ordinary Shares are urged to carefully review the section titled “Material U.S. Federal Income Tax Considerations” for more information and to consult with their tax advisors as to the particular consequences that may apply to such U.S. Holder as a result of the Merger.

Even if the Merger qualifies as a “reorganization” under Section 368(a)(1)(B) of the Code and/or Section 368(a)(2)(E) of the Code, if Otonomo is or has been classified as a “passive foreign investment company,” or PFIC, under Section 1297 of the Code, a U.S. Holder that owned (or was deemed to own) Otonomo Ordinary Shares in such taxable year, under the Code and certain proposed Treasury Regulations, may be subject to certain adverse U.S. federal income tax consequences as a result of the Merger, including recognition of gain, unless certain exceptions apply. Based on the composition of Otonomo’s income and assets, and the market value of its shares and assets (including unbooked goodwill), including the composition of income and assets and the market value of shares or assets, as applicable, of its subsidiaries, Otonomo believes it was a PFIC for its taxable year ended December 31, 2022, and, based on the current and anticipated composition of its and its subsidiaries’ income, assets and operations, Otonomo believes it is likely to be a PFIC for its taxable year in which the Merger occurs. Moreover, if any of Otonomo’s non-U.S. subsidiaries is determined to be a PFIC, certain special rules may apply with respect to an indirect disposition of such subsidiary.

Furthermore, Otonomo believes its taxable year ended December 31, 2022 is the first taxable year in which it was a PFIC. U.S. Holders of Otonomo Ordinary Shares should consult their tax advisors regarding the application of the PFIC rules to them with respect to the Merger and any elections available to such U.S. Holder. To the extent any U.S. Holder makes a QEF Election to include in income certain of Otonomo’s earnings in order to mitigate the impact of the PFIC rules, the amount of such income inclusion may be affected by certain actions taken by Urgently during a period following the Closing.

See the section titled “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Consequences of the Merger to U.S. Holders—Passive Foreign Investment Company Rules.”

U.S. Holders with QEF Elections in effect with respect to Otonomo may be subject to taxable income inclusions as a result of Otonomo’s and its non-U.S. subsidiaries’ post-Closing actions and operations.

As discussed further under the section titled “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Consequences of the Merger to U.S. Holders—Passive Foreign Investment Company Rules,” if Otonomo is a PFIC for its taxable year ended December 31, 2022 or its taxable year which includes Closing, U.S. Holders may choose to make a QEF Election with respect to Otonomo to avoid certain adverse tax consequences on a disposition of Otonomo Ordinary Shares, including such consequences under the Code and certain proposed Treasury Regulations with respect to the Merger.

A U.S. Holder with a valid QEF Election in effect with respect to Otonomo generally would not be subject to the adverse PFIC rules on a disposition of its Otonomo Ordinary Shares, but rather would include annually in gross income its pro rata share of the ordinary earnings and net capital gain of Otonomo during the taxable years in which Otonomo is a PFIC, whether or not such amounts are actually distributed. Moreover, if any of Otonomo’s non-U.S. subsidiaries is determined to be a PFIC, certain special rules may apply with respect to an indirect disposition of such subsidiary. If Otonomo is a PFIC for its taxable year that includes the Closing, a U.S. Holder with a QEF Election in effect would include in income its pro rata share of Otonomo’s ordinary earnings and net capital gain for the taxable year that includes the Closing. Although a U.S. Holder’s pro rata share of Otonomo’s ordinary earnings and net capital gain would generally only include the portion of the taxable year through the Closing Date, because ordinary earnings and net capital gain are generally calculated on an annual basis, ordinary earnings and net capital gain from the post-Closing portion of the taxable year that includes the Closing would generally impact the calculation.

U.S. Holders of Otonomo Ordinary Shares are urged to carefully review the section titled “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Consequences of the Merger to U.S. Holders—Passive Foreign Investment Company Rules” for more information and to consult with their own tax advisors as to the particular consequences that may apply if such U.S. Holder has a valid QEF Election in effect for the taxable year that includes the Closing.

Following the Merger, Non-U.S. Holders of Urgently common stock may be subject to U.S. federal withholding and income tax.

Distributions to Non-U.S. Holders with respect to Urgently common stock will generally be subject to U.S. federal withholding tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) to the extent such distributions are dividends for U.S. federal income tax purposes and are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States. Dividends that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States will generally be subject to U.S. federal income tax on a net income basis at the regular graduated U.S. federal income tax rates and, for Non-U.S. Holders that are corporations, may be subject to an additional branch profits tax at a rate of 30% (or a lower rate specified by an applicable income tax treaty).

Additionally, and subject to the limitations and qualifications described in the section titled “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Consequences to Non-U.S. Holders of Urgently Common Stock Following the Merger”, if Urgently is a U.S. real property holding corporation (“USRPHC”), for U.S. federal income tax purposes, a Non-U.S. Holder may be subject to U.S. federal income tax on the sale or other disposition of Urgently common stock. Urgently does not believe it is a USRPHC and does not anticipate becoming a USRPHC following the Merger. Because the determination of whether Urgently is a USRPHC depends on the fair market value of its U.S. real property interests relative to the fair market value of its other business assets and its non-U.S. real property interests, however, there can be no assurance Urgently will not become a USRPHC in the future.

Non-U.S. Holders of Otonomo Ordinary Shares are urged to carefully review the section titled “Material U.S. Federal Income Tax Considerations” for more information and to consult with their own tax advisors as to the particular consequences that may apply to such Non-U.S. Holder.

Urgently’s ability to use net operating loss (“NOL”) carryforwards and other tax attributes may be limited in connection with the proposed Merger and other ownership changes.

Urgently has incurred significant net losses during its history and its ability to become profitable in the near future is uncertain. To the extent that Urgently continues to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until such unused losses expire (if at all). As of December 31, 2022, Urgently had approximately $164.6 million and $94.8 million of federal and state NOLs, respectively.

Federal NOLs incurred in tax years beginning after December 31, 2017 and before January 1, 2021 may be carried back to each of the five tax years preceding such loss, and NOLs arising in tax years beginning after December 31, 2020 may not be carried back. Moreover, federal NOLs generated in taxable years ending after December 31, 2017, may be carried forward indefinitely, but the deductibility of such federal NOLs may be limited to 80% of Urgently’s taxable income annually for tax years beginning after December 31, 2020. Urgently’s NOL carryforwards are subject to review and possible adjustment by the IRS and state tax authorities. In addition, in general, under Sections 382 and 383 of the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change NOLs or tax credits to offset future taxable income or taxes. For these purposes, an ownership change generally occurs where the aggregate stock ownership of one or more stockholders or groups of stockholders who own at least 5% of a corporation’s stock increases their ownership by more than 50 percentage points over their lowest ownership percentage within a specified

testing period. Urgently’s existing NOLs or credits may be subject to limitations arising from previous ownership changes, and Urgently will likely undergo an ownership change in connection with the proposed Merger, which may further limit its ability to utilize NOLs or credits under Sections 382 and 383 of the Code. In addition, future changes in Urgently’s stock ownership, many of which are outside of Urgently’s control, could result in an ownership change under Sections 382 and 383 of the Code. Urgently’s NOLs or credits may also be impaired under state law. Accordingly, Urgently may not be able to utilize a material portion of its NOLs or credits. If Urgently determines that an ownership change has occurred and Urgently’s ability to use its historical NOLs or credits is materially limited, it would harm Urgently’s future operating results by effectively increasing Urgently’s future tax obligations. Section 382 and 383 of the Code would apply to all net operating loss and tax credit carryforwards, whether the carryforward period is indefinite or not. If Urgently earns taxable income, such limitations could result in increased future tax liability to Urgently and its future cash flows could be adversely affected.

Risks Related to Urgently

Risks Related to Urgently’s Business and Industry

If Urgently fails to acquire and retain new Customer Partners, or fails to do so in a cost-effective manner, Urgently may be unable to improve margins and achieve profitability.

Urgently’s success depends on its ability to acquire and retain new Customer Partners and to do so in a cost-effective manner. In order to expand its Customer Partners base, Urgently must appeal to, and acquire, Customer Partners, some of which have historically purchased their roadside assistance from legacy roadside service providers, the websites of Urgently’s competitors, other third-party mobility assistance service providers, or Urgently’s Service Providers’ own websites. Urgently has made significant investments related to Customer Partner acquisition and expects to continue to spend significant amounts to acquire additional Customer Partners. Urgently cannot assure you that the total revenue from the new Customer Partners that Urgently acquires will ultimately exceed the cost of acquiring those Customer Partners. If Urgently fails to deliver and market a robust product and service selection that matches Consumer preferences, or if Customer Partners do not perceive the products and services Urgently offers to be of high value and quality, Urgently may be unable to acquire or retain Customer Partners. If Urgently is unable to acquire or retain Customer Partners who subscribe to services in volumes sufficient to grow its business, Urgently may be unable to generate the scale necessary to achieve operational efficiency and drive beneficial network effects with its Service Providers. Consequently, Urgently’s prices may increase, or may not decrease to levels sufficient to generate Customer Partners interest, and total revenue may decrease and margins and profitability may decline or not improve. As a result, Urgently’s business, financial condition and results of operations may be materially and adversely affected.

Urgently faces significant competition in the mobility assistance industry and may be unsuccessful in maintaining and growing its market position against current and future competitors.

The market for mobility assistance is highly competitive, rapidly evolving and fragmented, and is subject to rapid changes in technology, vehicle requirements, Customer Partner requirements, Service Provider network capabilities, and industry standards, in part driven by the shift to mobility assistance. If Urgently fails to keep up with such rapid changes and requirements, or if Urgently fails to otherwise positively differentiate its product offerings or platform experience from its competitors, Urgently’s business, financial condition and results of operations could be materially and adversely affected.

Urgently primarily competes with legacy roadside assistance providers, including large motor clubs, smaller and emerging providers of roadside assistance services, and technologically-driven platforms offering mobility assistance services. A number of companies have developed or are developing products and services that compete with some or all of Urgently’s products or have functionalities similar to those of Urgently’s solution.

Urgently’s competitors may also engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns, or adopt more aggressive partnerships and pricing strategies (including but

not limited to predatory pricing policies and the provision of substantial discounts). These factors may allow Urgently’s competitors to build or maintain larger customer bases, derive greater revenue and profits from their existing customer base, acquire customers at lower costs, retain customers using their balance sheet, or respond more quickly than Urgently can to new or emerging technologies and changes in Consumer preferences or habits.

In addition, Urgently currently competes and may compete in the future for partnerships with large fleet management, automobile, ride hailing and other companies in the automotive industry. Urgently believes that companies with a combination of technical expertise, brand recognition and financial resources may pose a significant threat of developing competing mobility assistance capabilities. As a result, Urgently’s competitors may be better capitalized or better positioned to acquire, invest in or partner with other recognized brands. Additionally, some of Urgently’s competitors offer competing services, and they may devote greater resources than Urgently has available, have a more accelerated time frame for deployment and leverage their existing customer base and proprietary technologies to provide services or a user experience that Consumers may view as superior.

If Urgently is unable to offer, develop and innovate new features, technology, products and services, or if Urgently is unable to monetize new features and services in a timely manner, Urgently may lose its position in the market. Urgently’s ability to maintain its competitive advantage depends on a number of factors, including:

•

platform functionality, including dispatch agility, flexibility and performance at scale;

•

consistency of Consumer experience;

•

Consumer safety, transparency, and security;

•

algorithmic dispatching to ensure the best Service Provider for each job;

•

rich data and analytics;

•

Service Provider response time;

•

digital engagement paths;

•

Urgently’s ability to address a variety of evolving Customer Partner and Consumer needs, requirements and use cases; and

•

brand awareness and reputation.

Adverse developments with respect to one or more of the foregoing factors could adversely affect Urgently’s business, financial condition and results of operations.

Urgently has a history of losses and may continue to generate operating losses for the foreseeable future.

Urgently incurred net losses of $96.0 million, $56.3 million, $24.4 million and $39.7 million during the fiscal years ended December 31, 2022 and 2021 and the six months ended June 30, 2023 and 2022, respectively, and, as of June 30, 2023, Urgently had an accumulated deficit of $253.7 million. Urgently expects its losses to continue as it makes significant investments towards growing its business and operating as a public company. Urgently expects to incur significant additional legal, accounting and other expenses as a newly public company and as it invests in expanding its general and administrative infrastructure. Urgently has invested, and expects to continue to invest, substantial financial and other resources in developing its platform, including expanding platform offerings, broadening its service provider network, developing or acquiring new platform features and services, expanding into new markets and geographies, and increasing sales efforts. These expenditures will make achieving and maintaining profitability more difficult, and these efforts may also be more costly than Urgently expects and may not result in increased revenue or growth in Urgently’s business. Any failure to increase revenue sufficiently to keep pace with investments and other expenses could prevent Urgently from achieving or maintaining profitability or positive cash flow on a consistent basis. As a result, Urgently can provide no assurance as to whether or when it will achieve profitability. If Urgently is not able to achieve and maintain profitability, Urgently may be unable to continue as a going concern, the value of the Combined Company’s common stock could decline significantly, and you could lose some or all of your investment. See “Risk Factors—Risks Related to Urgently—Risks Related to Urgently’s Business and Industry—For the years ended December 31, 2022 and 2021, Urgently’s independent registered public accounting firm included an explanatory paragraph relating to Urgently’s ability to continue as a going concern in its report on Urgently’s audited financial statements.”

Urgently may require additional capital, which may not be available on acceptable terms or at all.

Urgently cannot guarantee that its business will generate sufficient cash flow from operations to fund its capital investment requirements or other liquidity needs. To support its growing business, Urgently must have sufficient capital to continue to make significant investments in its platform and scale its ability to support its customers. Urgently intends to continue to make investments to support its business and may require additional funds. In particular, Urgently may seek additional funding to support ongoing operations, to undertake capital expenditures or to undertake any acquisitions or other merger transactions. Urgently cannot be certain that additional financing will be available to it on favorable terms, or at all. Accordingly, Urgently may need to engage in additional equity or debt financings to secure additional funds. If Urgently raises additional equity financing, Urgently stockholders may experience significant dilution of their ownership interests and the market price of Urgently’s common stock could decline. Additionally, any new equity securities Urgently issues could have rights, preferences and privileges superior to those of holders of Urgently’s common stock. If Urgently engages in additional debt financing, the holders of such debt may have payment priority over the holders of common stock, and Urgently may be required to accept terms that restrict its operations or its ability to incur additional indebtedness or to take other actions that would otherwise be in the interests of the debt holders. This could also make it difficult for Urgently to obtain additional capital and to pursue business opportunities. Any of the above could harm Urgently’s business, financial condition and results of operations, and if Urgently is unable to obtain adequate financing on satisfactory terms when required, Urgently’s ability to continue to support its business growth and respond to business challenges could be significantly limited, and its business, financial condition and results of operations would be adversely affected.

Disruptions or declines in the global capital markets and/or a decline in Urgently’s financial performance, outlook, or credit ratings (or other factors of creditworthiness) could cause Urgently to incur higher borrowing costs and experience greater difficulty accessing public and private markets for debt. There can be no assurance that Urgently’s liquidity will not be affected by changes in the financial markets and the global economy or that Urgently’s capital resources will at all times be sufficient to satisfy its liquidity needs. Urgently’s inability to raise financing, on reasonable terms or at all, may adversely affect its ability to fund operations, meet contractual commitments, make future investments or desirable acquisitions, or respond to competitive challenges and may have a material adverse effect upon Urgently’s business, financial condition, results of operations or prospects.

Urgently is substantially dependent on a limited number of Customer Partners.

Urgently’s customer base is concentrated with its top Customer Partners representing 63% and 69% of its revenue for the six months ended June 30, 2023 and the year ended December 31, 2022, respectively, with three and four Customer Partners each accounting for over 10% for the six months ended June 30, 2023 and the year ended December 31, 2023, respectively. Most of Urgently’s significant Customer Partners are able to terminate their agreements with Urgently for convenience on limited notice. Additionally, most of Urgently’s agreements with Customer Partners are non-exclusive and do not generally include guaranteed volume or revenue achievement during the contract period.

If Urgently were to lose any of its significant Customer Partners, or experience reduced volume from any of its significant Customer Partners, revenue could decline and Urgently’s business and results of operations could be materially and adversely affected. These negative effects could be exacerbated by consolidation of Customer Partners, changes in the mandates for technologies or solutions provided by Customer Partners to Consumers, changes in demand for Urgently’s solutions, selection by Urgently’s Customer Partners of its competitors, Customer Partner bankruptcies or pricing competition, any one of which may result in even fewer Customer Partners accounting for a high percentage of Urgently’s revenue.

Urgently’s business involves the collection, storage, processing, and transmission of certain personal data and other sensitive and proprietary data of its Customer Partners, Service Providers and Consumers. Additionally, Urgently maintains sensitive and proprietary information relating to its business, such as its own proprietary information and personal data relating to its employees. Although Urgently has developed systems and processes that are designed to protect the personal data of its Customer Partners, Service Providers and Consumers that utilize Urgently’s platform and Urgently’s other proprietary and confidential information, protect Urgently’s systems, prevent data loss, and prevent other security breaches and security incidents, Urgently cannot guarantee security in the future. The IT and infrastructure used in Urgently’s business may be vulnerable to breakdowns, disruptions, and cyberattacks or security breaches and incidents from various sources, including inadvertent or intentional actions by Urgently’s employees, contractors, and/or other third parties, or from cyber-attacks by malicious third parties (including supply chain cyber-attacks or the deployment of harmful malware, ransomware, denial-of-service attacks, social engineering and other means to affect service reliability and threaten the confidentiality, integrity and availability of information), which may compromise Urgently’s system infrastructure or lead to the loss, destruction, alteration, prevention of access to, disclosure, or dissemination of, or damage or unauthorized access to or other processing of, Urgently’s data (including trade secrets or other confidential information, intellectual property, proprietary business information, and personal information) or data that is processed or maintained on Urgently’s behalf, including personal data and other sensitive and proprietary data of Urgently’s Customer Partners, Service Providers, Consumers, employees’ personal data, or other sensitive and proprietary data, accessible through those systems. Employee error, malfeasance, or other errors in the storage, use, or transmission of any of these types of data could result in an actual or perceived privacy or security breach or other security incident. Although Urgently has policies restricting access to the personal information it stores, these policies may not be effective in all cases.

Any breach of privacy, or any security breach or other incidents, could interrupt Urgently’s operations, result in Urgently’s platform being disrupted or unavailable, result in loss of or improper access to, or acquisition, modification, unavailability, disclosure, or other processing of, data, and result in fraudulent transfer of funds. Further, any such incident, or the perception it has occurred, could harm Urgently’s reputation, brand, and competitive position, damage Urgently’s relationships with third-party partners, and result in claims, demands, and litigation, regulatory investigations and proceedings, and significant legal, regulatory, and financial exposure, including ongoing monitoring by regulators, and any such incidents or any perception that Urgently’s security measures are inadequate could lead to loss of Customer Partner, Service Provider or Consumer confidence in, or decreased use of, Urgently’s platform, any of which could adversely affect its business, financial condition, and results of operations.

Any actual or perceived breach of privacy or security, or other security incident, impacting any entities with which Urgently shares or discloses data (including, for example, Urgently’s third-party technology providers and its Service Providers) could have similar effects. Further, any cyberattacks or actual or perceived security or privacy breaches or other incidents directed at, or suffered by, Urgently’s competitors could reduce confidence in the industry as a whole and, as a result, reduce confidence in Urgently. Urgently also expects to incur significant costs in an effort to detect and prevent privacy and security breaches and other privacy- and security-related incidents, and Urgently may face increased costs and requirements to expend substantial resources in the event of an actual or perceived privacy or security breach or other incident.

Additionally, defending against claims or litigation based on any security breach or incident, regardless of their merit, could be costly and divert management’s attention. Urgently cannot be certain that its insurance coverage will be adequate for data handling or data security costs or liabilities actually incurred, that insurance will continue to be available to Urgently on commercially reasonable terms or at all, or that any insurer will not deny

coverage as to any future claim. The successful assertion of one or more large claims against Urgently that exceed available insurance coverage, or the occurrence of changes in Urgently’s insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have an adverse effect on Urgently’s reputation, brand, business, financial condition, and results of operations.

Urgently relies on Amazon Web Services (“AWS”) to deliver its platform to Consumers, and any disruption of, or interference with, Urgently’s use of AWS could adversely affect Urgently’s business, financial condition, and results of operations.

Urgently’s Consumers need to be able to access Urgently’s platform at any time, without interruption or degradation of performance. Urgently’s platform depends, in part, on the virtual cloud infrastructure hosted by AWS. Although Urgently has disaster recovery plans that utilize multiple AWS locations, any incident affecting their infrastructure that may be caused by fire, flood, severe storm, earthquake or other natural disasters, power loss, telecommunications failures, cyber-attacks, terrorist or other attacks, and other similar events beyond Urgently’s control, could adversely affect Urgently’s cloud-native platform. Additionally, AWS may experience threats or attacks from computer malware, ransomware, viruses, social engineering (including phishing attacks), denial of service or other attacks, employee theft or misuse and general hacking have become more prevalent, particularly against cloud-native services and vendors of security solutions. Any of these security incidents could result in unauthorized access to, damage to, disablement or encryption of, use or misuse of, disclosure of, modification of, destruction of, or loss of Urgently’s data or Consumers’ data or disrupt Urgently’s ability to provide its platform or service. A prolonged AWS service disruption affecting Urgently’s cloud-native platform for any of the foregoing reasons could interrupt or degrade the performance of Urgently’s platform and adversely impact Urgently’s ability to serve Consumers and could damage Urgently’s reputation with current and potential Customer Partners and Consumers, expose Urgently to liability, result in substantial costs for remediation, cause Urgently to lose Customer Partners, or otherwise harm Urgently’s business, financial condition, or results of operations. Urgently may also incur significant costs for using alternative hosting sources or taking other actions in preparation for, or in reaction to, events that damage the AWS services Urgently uses.

Urgently has entered into AWS’s standard twelve-month contract. In the event that Urgently’s AWS contract is terminated, or there is a lapse of service, elimination of AWS services or features that Urgently utilizes, or damage to such facilities, Urgently could experience interruptions in access to its platform as well as significant delays and additional expense in arranging for or creating new facilities or re-architecting Urgently’s platform for deployment on a different cloud infrastructure service provider, which would adversely affect Urgently’s business, financial condition, and results of operations.

The initial terms of Urgently’s service contracts with Customer Partners are typically three years, often on a non-exclusive basis, and are terminable by either party on 90 days’ advance written notice. Urgently’s service contracts with Customer Partners also do not generally include guaranteed volume or revenue achievement during the contract period, and Urgently’s Customer Partners have no obligation to renew their contract following expiration. In some cases, the contracts automatically renew (with each party having the option to elect not to renew), but in circumstances where that is not the case, Urgently’s Customer Partners may unilaterally elect not to renew, may seek to renew for lower service pricing or for shorter contract lengths, or may choose to renew for the same or fewer roadside solutions over time. Further, most of Urgently’s Customer Partners are able to terminate their agreements with Urgently for convenience on limited notice. As a result, there can be no assurance that Urgently’s existing Customer Partners will maintain or renew their service contracts, or that future service contracts with existing Customer Partners will include the same package of roadside solutions. Even if Customer Partners do not terminate their agreements, there can be no assurance that Customer Partners will not reduce their use of Urgently’s platform, which could negatively impact Urgently’s business and results of operations.

Urgently’s renewal rates may decline or fluctuate as a result of a number of factors, including, among others, leadership changes within Urgently’s Customer Partners resulting in loss of sponsorship, limited Customer Partner resources, pricing changes by Urgently or its competitors, and Consumer satisfaction with Urgently’s platform, procurement or budgetary decisions. Deteriorating general economic conditions including, among other things, inflationary pressure, supply chain challenges and the impacts of increased interest rates, impact the affordability of buying a car for the average Consumer. Any reduction in vehicular sales may negatively impact Customer Partners’ financial condition and their willingness to renew or maintain contracts with Urgently.

Additionally, OEMs, automotive insurance companies and other Customer Partners typically require potential mobility assistance providers to participate in a competitive request for proposal (“RFP”) process at the end of each contract term. If Urgently fails to consistently win renewals of existing Customer Partner business, Urgently’s business, financial condition and results of operations could be materially and adversely affected.

To the extent Urgently’s base of Customer Partners continues to grow, contract renewals, including the selection of additional roadside solutions, by renewing Customer Partners will become an increasingly important part of Urgently’s results. If Urgently’s Customer Partners terminate or do not renew their service contracts, or decrease the amount they spend, revenue will decline and Urgently’s business will be harmed.

Urgently’s ability to grow its business depends in part on its ability to encourage current and future Customer Partners to subscribe to Urgently’s higher prices, expand into higher-priced packages with more extensive features, or to purchase greater capacity. If Urgently fails to achieve market acceptance of new features, or if a competitor establishes a more widely adopted platform, Urgently’s revenue and operating results will be harmed.

If Urgently fails to maintain relationships with current Customer Partners, or attract new Customer Partners, Urgently may not be able to sufficiently grow its revenue, which could significantly harm its business, results of operations and financial condition.

Urgently’s ability to grow its revenue depends on its ability to maintain relationships with current Customer Partners and attract new Customer Partners. Urgently may be unsuccessful in future attempts to establish and maintain relationships with Customer Partners, including as a result of Urgently’s higher prices, Urgently’s financial position and Customer Partners hesitancy around Urgently’s ability to provide the necessary roadside services at scale. If Urgently is unable to maintain relationships with current Customer Partners and attract new Customer Partners, Urgently’s business, results of operations and financial condition would be significantly harmed, and Urgently may fail to capture a material portion of the mobility services assistance market opportunity.

Urgently faces risks related to successfully optimizing and operating its network of Service Providers and call center operations.

Urgently’s failures to adequately forecast Consumer demand or otherwise optimize and operate its network of Service Providers successfully could result in excess or insufficient Service Provider availability, increased costs and impairment charges, any of which could materially harm Urgently’s business. As Urgently continues to add Service Provider capability and new services with different requirements, its network of Service Providers will become increasingly complex and challenging to operate. There can be no assurance that Urgently will be able to operate its network effectively.

Urgently’s ability to optimize and operate its Service Provider network may also be limited by the working capital deficit that Urgently has maintained since inception. If Urgently is unable to pay its Service Providers in a

timely fashion for completed jobs as a result of the mismatch between the billing cycles for its Customer Partners and Service Providers, Urgently may lose participation by Service Providers on its platform, which would negatively impact its results of operations and financial condition.

During periods of high Consumer demand, or in geographical regions with fewer participating Service Providers, Urgently may be required to fulfill requests from Consumers by leaving its network of Service Providers to source roadside assistance. Leaving the network of Service Providers is both time consuming and costly because an out-of-network job is sourced by Urgently’s call centers, and Urgently absorbs any incremental out-of-network costs resulting from pricing negotiations with the prospective roadside assistance provider. Urgently is also unable to implement its typical screening criteria and procedures when sourcing out-of-network roadside assistance providers, which may expose Urgently to additional risks.

Urgently is also dependent on digital dispatch vendors to connect Service Providers with requesting Consumers. Urgently’s agreements with these vendors are non-exclusive and subject to renewal by the vendor. Digital dispatch vendors could decide to stop working with Urgently, modify their agreement terms in a cost prohibitive manner during renewal negotiations or enter into exclusive or more favorable relationships with Urgently’s competitors. In addition, acquisitions of digital dispatch vendors by competitors could result in a reduction in Urgently’s volume capacity and/or geographic reach, as these vendors may no longer facilitate the connection of Urgently’s Service Providers to Consumers. The loss of any digital dispatch vendors would affect Urgently’s ability to process service requests, and if Urgently is unable to replace these vendors for any reason, Urgently’s revenue could decline and its business could be adversely affected.

In addition, Urgently may be unable to adequately staff its customer service centers as the business expands. Currently, Urgently’s customer service centers are located in Belize and Colombia, and virtually domestically. During periods of limited platform outage Urgently’s call centers have had to manually dispatch Service Providers. In the future, Urgently’s call centers may be unable to handle manually dispatching Service Providers in an efficient and cost-effective way, which could impact Customer Partner and Consumer satisfaction levels with Urgently’s services. Also, as Urgently grows, optimizing call center operations may become both more challenging and more expensive.

For the years ended December 31, 2022 and 2021, Urgently’s independent registered public accounting firm included an explanatory paragraph relating to Urgently’s ability to continue as a going concern in its report on Urgently’s audited financial statements.

The report from Urgently’s independent registered public accounting firm for the years ended December 31, 2022 and 2021 included an explanatory paragraph stating that Urgently has incurred losses from operations since inception, and is dependent on debt and equity financing to fund operating shortfalls, raising substantial doubt about its ability to continue as a going concern. Urgently’s audited financial statements for the years ended December 31, 2022 and 2021 do not include any adjustments that may result from the outcome of this uncertainty and do not reflect the transactions as a result of the Merger.

Future reports from Urgently’s independent registered public accounting firm could contain statements expressing substantial doubt about its ability to continue as a going concern. If there remains substantial doubt about Urgently’s ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to Urgently on commercially reasonable terms, or at all, and Urgently’s business may be harmed. If Urgently is unable to continue as a going concern, Urgently may have to liquidate its assets and may receive less than the value at which those assets are carried on Urgently’s audited financial statements, and it is likely that investors would lose part or all of their investment.

Effective internal controls over financial reporting is necessary for Urgently to provide reliable financial reports in a timely manner. In connection with the audit of Urgently’s financial statements for the years ended December 31, 2021 and 2022, management identified one material weakness in its internal control over financial reporting that has not been remediated as of June 30, 2023. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of Urgently’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness was related to inadequate segregation of incompatible duties due to the small size of Urgently’s accounting and finance team.

In order to address the identified material weakness, Urgently is in the process of increasing resources within its finance department, including the expansion of its accounting, control and compliance functions to develop and implement continued improvements and enhancements to address the overall deficiencies that led to the material weakness. Urgently’s management believes that these actions will enable Urgently 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, these remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

Urgently plans to continue to assess its internal controls and procedures and intends to take further action as necessary or appropriate to address any other matters Urgently identifies. Urgently cannot assure you that the measures it has taken to date and may take in the future, will be sufficient to remediate the control deficiencies that led to its material weakness in internal control over financial reporting or that these measures will prevent or avoid potential future material weaknesses. The effectiveness of Urgently’s internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the possibility of human error and the risk of fraud. If Urgently is unable to remediate its current material weakness or any material weaknesses in the future, Urgently’s ability to record, process and report financial information accurately, and to prepare financial statements within the time periods specified by the forms of the SEC, could be adversely affected which, in turn, may adversely affect Urgently’s reputation and business and the market price of its common stock. In addition, any such failures could result in litigation or regulatory actions by the SEC or other regulatory authorities, loss of investor confidence, delisting of Urgently’s securities and harm to its reputation and financial condition, or diversion of financial and management resources from the operation of its business.

In addition, it is possible that control deficiencies could be identified in the future by Urgently’s management or Urgently’s independent registered public accounting firm, or may occur without being identified. Such a failure could result in regulatory scrutiny and cause investors to lose confidence in Urgently’s reported financial condition, lead to a default under future indebtedness and otherwise have a material adverse effect on Urgently’s business, financial condition, cash flow or results of operations.

As a public company, Urgently will be required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, which is referred to herein as the “Sarbanes-Oxley Act,” to furnish a report by management on, among other things, the effectiveness of its internal control over financial reporting for annual reports on Form 10-K that Urgently will file with the SEC beginning with its Annual Report on Form 10-K for the year ending December 31, 2023. Future assessments will need to include disclosure of any material weaknesses identified by

Urgently’s management in Urgently’s internal control over financial reporting. Eventually, it is possible that Urgently’s independent registered public accounting firm will also be required to audit the effectiveness of Urgently’s internal control over financial reporting in future annual reports on Form 10-K to be filed with the SEC. Urgently will also be required to disclose changes made in its internal control over financial reporting on a quarterly basis. Failure to comply with the Sarbanes-Oxley Act could potentially subject Urgently to sanctions or investigations by the SEC, the applicable stock exchange or other regulatory authorities, which would require additional financial and management resources. Urgently has begun the process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404 in the future, but may not be able to complete its evaluation, testing and any required remediation in a timely fashion.

Urgently’s recent growth rates may not be sustainable or indicative of its future growth and Urgently may not be able to successfully manage the challenges to its future growth.

Urgently has experienced significant growth in recent periods. This rate of growth may not be sustainable or indicative of Urgently’s future rate of growth. Urgently’s results of operations also may fluctuate from period to period as a result of a number of factors, many of which are outside of its control and may be difficult to predict. Urgently’s business is subject to seasonality and generally experiences lower engagement on the platform, and correspondingly lower revenue, during the spring and fall. Urgently’s sales cycle for new engagements and contract renewals can vary substantially from Customer Partner to Customer Partner. Urgently’s limited experience marketing and selling in the business-to-business and business-to-business-to-consumer mobility assistance markets may affect its ability to predict the length of its sales cycle or the anticipated size of potential engagements. Urgently believes that its continued growth in total revenue will depend upon, among other factors, Urgently’s ability to:

•

attract new Customer Partners, Service Providers and Consumers who purchase products and services from Urgently at the same rate and of the same type as Urgently’s existing customer base;

•

retain current Customer Partners, Service Providers and Consumers who continue to purchase products and services from Urgently at rates and in a manner consistent with their prior purchasing behavior;

•

build existing and new Customer Partner, Service Provider and Consumer trust in Urgently and otherwise maintain its reputation;

•

establish brand recognition with Consumers;

•

establish itself as a default platform for the provision of mobile assistance services;

•

encourage Customer Partners to expand the categories of products and services they purchase;

•

enter into new joint ventures and attract new Customer Partners and Service Providers;

•

attract new and retain existing Customer Partners and Service Providers to supply quality service and Consumers at attractive prices;

•

provide a superior Consumer experience;

•

respond to changes in Consumer access to and use of the Internet and mobile devices;

•

react to challenges from existing and new competitors;

•

develop a scalable, high-performance technology and Service Provider network infrastructure that can efficiently and reliably handle increased demand, as well as the deployment of new features and the sale of new products and services;

•

provide roadside assistance in a timely way and in accordance with Customer Partner, Service Provider and Consumer expectations, which may change over time;

•

respond to macroeconomic trends and their impact on Consumer spending patterns;

•

hire, integrate and retain talented personnel;

•

leverage technological and operational efficiencies; and

•

invest in the infrastructure underlying Urgently’s connected services platform, including with respect to data protection and cybersecurity.

Urgently’s ability to improve margins and achieve profitability will also depend on the factors described above. Urgently cannot provide assurance that it will be able to successfully manage any of the foregoing challenges to future growth. Any of these factors could cause total revenue growth to decline and may adversely affect margins and profitability. In addition, revenue during 2021 was impacted, in part, by the COVID-19 pandemic, and the resulting fluctuations in mobility assistance services demand and mobility assistance provider availability. Failure to continue total revenue growth or improve margins could have a material adverse effect on Urgently’s business, financial condition and results of operations. You should not rely on Urgently’s historical rate of total revenue growth as an indication of its future performance.

If Urgently is unable to address the service requirements of its current and future Consumers, Urgently’s business will be materially and adversely affected.

As demand for electronic vehicles (“EVs”) grows and EVs continue to gain market share in the automotive industry, Urgently’s business will be adversely affected if its Service Provider network is unable to meet the demand for EV-capable assistance. Servicing EVs is different than servicing internal combustion engine or hybrid vehicles and requires specialized skills, including high voltage training and servicing techniques. EVs cannot be towed by traditional towing rigs, and instead must be retrieved by flatbed trucks. There can be no assurance that Urgently’s Service Providers will adequately address the service requirements of Consumers to their satisfaction, or that Urgently and its Service Providers will have sufficient resources, experience, or capacity to meet these service requirements in a timely manner as the volume of EVs on the road increases.

Any failure to offer high-quality Consumer support may harm Urgently’s relationships with Consumers and Customer Partners, and could adversely affect Urgently’s reputation, brand, business, financial condition and results of operations.

Urgently’s ability to attract and retain Customer Partners, Service Providers and Consumers is dependent in part on the ease and reliability of Urgently’s offerings, including Urgently’s ability to provide high-quality support. Users of Urgently’s platform depend on Urgently’s support organization to resolve any issues relating to platform offerings, such as being overcharged for collision assistance, leaving something in a towing service’s vehicle or reporting a safety incident. Urgently’s ability to provide effective and timely support is largely dependent on Urgently’s ability to attract and retain Service Providers who are qualified to support Consumers and sufficiently knowledgeable regarding Urgently’s offerings, as well as Urgently’s ability to maintain its call center functionality. As Urgently continues to grow its business and improve its offerings, Urgently will face challenges related to providing quality support services at scale. Any failure to provide efficient user support, or a market perception that Urgently does not maintain high-quality support, could adversely affect Urgently’s reputation, brand, business, financial condition and results of operations.

Urgently’s expansion into new roadside assistance solutions, Customer Partners and Service Providers, technologies and geographic regions subjects Urgently to additional risks.

Urgently’s growth strategy involves investments in new product and service offerings, new technologies and expanded geographic reach. Urgently may have limited or no experience in certain of these offerings, technologies and geographic regions, and as a result, Urgently’s activities may not meet its expectations, and Urgently may not be successful enough in these newer activities to recoup its investments in them. These offerings can present new and difficult logistical and technological challenges, which may frustrate Urgently’s Customer Partners, Service Providers and Consumers, harm Urgently’s business relationships and result in a loss of revenue and business opportunities. Such challenges may also subject Urgently to claims if Customer Partners, Service Providers or Consumers experience service disruptions or failures or other quality issues. Additionally,

there can be no assurance that Urgently will be successful in geographic expansion or that such expansion will efficiently increase Urgently’s subscriber growth or improve the experience for Urgently’s Customer Partners, Service Providers and Consumers.

In addition, Urgently’s introduction of new products, services or software, the expansion of Urgently’s business in certain jurisdictions or industries and acquisitions of other businesses that operate in regulated spaces may subject Urgently to additional laws, regulations or other government or regulatory scrutiny. Many of these laws and regulations were adopted prior to the advent of Urgently’s industry and related technologies and, as a result, do not contemplate or address the unique issues faced by the industry. For example, Urgently contracts with its Service Providers, which are independent contractor entities, to provide service professionals that render roadside assistance services to Consumers. Nevertheless, and although the entity Service Providers commit to complying with applicable laws, Urgently could be subject to litigation claims from the individual employees of its Service Providers. Urgently has already been the subject of threatened litigation despite not employing any individuals as Service Providers, and Urgently expects those types of claims to increase as it expands to more jurisdictions and the laws relating to the use of independent contractors evolve in the jurisdictions in which Urgently operates.

In connection with Urgently’s expansion, additional requirements may also arise related to processing of payments, the collection and storage of data and systems infrastructure design, all of which could increase the costs associated with Urgently’s offerings.

The expansion of Urgently’s business—including by increasing the number of Customer Partners and Service Providers, expanding the variety of roadside assistance solutions offered (e.g., the expectation that the increased demand for flatbed trucks that are required to tow electric vehicles will outpace supply of such trucks), and improving the technologies used to power Urgently’s platform—requires substantial capital expenditures. Urgently’s ability to fund its expansion is dependent upon the timing and extent of spending on research and development, as well as other growth initiatives. Failure to realize the benefits of investments in these areas of Urgently’s business and geographic reach could result in the value of those investments being written down or written off.

Any connected vehicle offerings will rely on the ability to access data from external providers at reasonable terms and prices. Urgently’s data providers might restrict the use of, or refuse to license, data, which could lead to Urgently’s inability to access certain data or provide certain services and, as a result, materially and adversely affect Urgently’s operating results and financial condition.

Any connected vehicle offerings will rely extensively upon vehicle data from a variety of external providers. These data providers could increase restrictions on the use of such data, increase the price they charge for data, or refuse altogether to license the data to Urgently. In addition, during the term of any data supply contract, providers may fail to adhere to Urgently’s data quality control standards or fail to deliver data. Several states have proposed or enacted laws relating to the “right to repair” certain devices or hardware, and we anticipate that new laws addressing these matters may continue to be proposed and enacted, with uncertainty regarding their interpretation and enforcement. Certain of these laws may create uncertainty regarding rights to access, use, retain, and otherwise process data, including vehicle data, and impose, or be argued to impose, relevant limitations or restrictions on us or other companies. Any such limitations and restrictions potentially could impede our business and operations, require us to change our policies and practices, and materially adversely impact our ability to provide services to our Customer Partners and Consumers. Further, although no single individual data provider is material to Urgently’s business, if a number of providers collectively representing a significant amount of data that Urgently uses for one or more of its services were to impose additional contractual restrictions on Urgently’s use of or access to data, fail to adhere to Urgently’s quality-control standards, repeatedly fail to deliver data or refuse to provide data, now or in the future, Urgently’s ability to provide those services to Customer Partners and Consumers could be materially adversely impacted, which may harm Urgently’s operating results and financial condition.

Urgently’s issuance of additional shares of common stock in connection with financings, acquisitions, investments, or otherwise will dilute all other common stock holders.

Urgently expects to issue additional shares of common stock in the future that will result in dilution to all other common stock holders. Urgently may also raise capital through equity financings in the future. As part of Urgently’s business strategy, Urgently may acquire or make investments in complementary companies, products, or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional shares of common stock may cause common stock holders to experience significant dilution of their ownership interests and the per share value of Urgently’s common stock to decline.

Risks Relating to Urgently’s Operations

Urgently’s limited operating history and evolving business model makes it difficult to evaluate Urgently’s future prospects and the risks and challenges Urgently may encounter.

Urgently has been focused on the roadside and mobility assistance markets since its founding in 2013, but has continued to develop its operating strategy and its business continues to evolve. This relatively limited operating history, especially with respect to the development of business-to-business and business-to-business-to-consumer mobility assistance markets, which Urgently launched in 2016, may make it difficult to evaluate Urgently’s current business and future prospects. The markets for Urgently’s platform are in a relatively early stage of development, and it is uncertain whether these markets will grow, and even if they do grow, how rapidly they will grow, how much they will grow, or whether Urgently’s platform can take advantage of this growth and will be widely adopted. Urgently has encountered and will continue to encounter risks and difficulties frequently experienced by growing companies in rapidly changing industries, such as the roadside and mobility assistance industries, including Urgently’s ability to:

•

accurately forecast its revenue and plan its operating expenses;

•

attract new and retain existing Customer Partners and Service Providers in a cost-effective manner;

•

successfully compete with current and future competitors, some of whom may offer competing products and services;

•

successfully expand its business in existing markets and enter adjacent markets and new geographies;

•

successfully execute strategic acquisitions and partnerships;

•

develop a scalable, high-performance technology infrastructure that can efficiently and reliably handle increased demand, as well as the deployment of new features and services;

•

comply with existing and new laws and regulations applicable to its business;

•

anticipate and respond to macroeconomic changes and changes in the markets in which Urgently operates;

•

establish and maintain its brand and reputation;

•

adapt to rapidly evolving trends in the ways Customer Partners, Service Providers and Consumers interact with technology;

•

effectively manage its rapid growth;

•

avoid interruptions or disruptions on its platform; and

•

hire, integrate, and retain key personnel.

If Urgently fails to address the risks and difficulties it faces, including those associated with the challenges listed above as well as those described elsewhere in this “Risk Factors” section, Urgently’s business, financial condition and results of operations could be adversely affected. Further, because Urgently has limited historical

financial data and operates in a rapidly evolving market, any predictions about future revenue and expenses may not be as accurate as they would be if Urgently had a longer operating history or operated in a more predictable market. Urgently has encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries. If Urgently’s assumptions regarding these risks and uncertainties, which it uses to plan and operate its business, are incorrect or change, or if Urgently does not address these risks successfully, Urgently’s results of operations could differ materially from its expectations and its business, financial condition and results of operations could be adversely affected.

Urgently has a rapidly evolving business model.

Urgently has a rapidly evolving business model, which may be volatile in a high-growth industry. As the automotive industry evolves, electric vehicles and connected vehicles are increasingly claiming market share and the capabilities of these vehicles are rapidly changing. The mobility assurance industry must grow and adapt, including with data driven solutions, to meet these new and complex technological needs and demands as they arise. In order to stay current with the automotive industry, Urgently’s business model may need to evolve as well. From time to time, Urgently may modify aspects of its business relating to its models and strategies. Urgently cannot offer any assurance that these or any other modifications will be successful or will not result in harm to Urgently’s business. Urgently may not be able to manage growth effectively, which could damage Urgently’s reputation, limit Urgently’s growth and negatively affect Urgently’s operating results. Further, Urgently cannot provide any assurance that it will successfully identify all emerging trends and growth opportunities in the mobility assistance industry, and Urgently may lose out on those opportunities. Such circumstances could have a material adverse effect on Urgently’s business, financial condition and results of operations. While Urgently expects that there will be a move to subscription offerings to support Consumer desire for data driven solutions there is no guarantee that will occur and Consumer appetite for additional data driven solutions may fail to gain traction.

Urgently’s sales cycle with Customer Partners may be lengthy and variable, which may make it difficult for Urgently to forecast revenue and other operating results.

As a function of Urgently’s business model, the collection cycle for most of Urgently’s Customer Partners is lengthy and can vary based on Customer Partner. In contrast, Urgently generally pays its Service Providers within several days of completing a job. If Urgently is unable to pay its Service Providers in a timely manner for completed jobs as a result of the mismatch between the billing cycles for Customer Partners and Service Providers, Urgently may lose participation by Service Providers on its platform. Additionally, Customer Partner contract renewal is not guaranteed, and the RFP process required by many Customer Partners is lengthy, often spanning months. As a result of these factors Urgently may experience fluctuations in total revenue on a period-to-period basis.

Urgently may need to change its pricing model for its platform’s offerings, which in turn could adversely impact results of operations.

As the mobility assistance industry continues to mature, and as new competitors introduce competitive applications or services, Urgently may be unable to attract new Customer Partners or Service Providers at the same price or based on the same pricing models Urgently has historically used, or for contract lengths consistent with Urgently’s historical averages. In addition, as Urgently develops and rolls out new products and services, or improves existing ones, Urgently will need to develop pricing and contract models for these products that appeal to Customer Partners and Service Providers over time, and Urgently may not be successful in doing so. Pricing and contract length decisions may also impact the mix of adoption among Urgently’s offerings and negatively impact its overall revenue. Competition may also require Urgently to make substantial price concessions, especially as larger and more established industry participants with more financial resources introduce competing services. Urgently’s results of operations may be adversely affected by any of the foregoing, and Urgently may have increased difficulty achieving or maintaining profitability.

Urgently and its Service Providers may face difficulties in meeting labor needs, which may impact Urgently’s ability to effectively operate its business.

Urgently is heavily dependent upon its labor workforce. Urgently’s compensation packages are designed to provide benefits commensurate with the level of expected service. However, Urgently faces the challenge of filling many positions at wage scales that are appropriate to the industry and competitive factors. Urgently also faces other risks in meeting labor needs, including competition for qualified personnel and overall unemployment levels, as well as increased costs associated with complying with regulations relating to the COVID-19 pandemic. In addition, the COVID-19 pandemic resulted in a labor shortage, which increased, and may in the future increase, labor costs incurred by Urgently and its Service Providers as a result of limited applicants for jobs requiring on-site work. Changes in any of these factors, including a shortage of available workforce, could interfere with Urgently’s ability to provide adequate customer service and could result in increasing labor costs. Additionally, if Urgently suffers attrition and shortages with respect to certain of its customer service personnel, such as its call centers or Service Providers, Urgently’s ability to maintain compliance with its service level commitments to our Customer Partners may be impacted, resulting in financial penalties and, potentially, damage to or loss of those partner relationships.

Currently, none of Urgently’s employees are represented by a union. However, Urgently’s employees have the right under the National Labor Relations Act to choose union representation. If all or a significant number of Urgently’s employees become unionized and the terms of any collective bargaining agreement were significantly different from current compensation arrangements, it could increase Urgently’s costs and adversely impact Urgently’s profitability. Moreover, if a significant number of employees participate in labor unions, it could put Urgently at increased risk of labor strikes and disruption of Urgently’s operations or adversely affect Urgently’s growth and results of operations. Urgently could face future union organization efforts or elections, which could lead to additional costs, distract management or otherwise harm Urgently’s business.

Adverse economic conditions or reduced automotive usage may adversely impact Urgently’s business.

Urgently’s business, financial condition and results of operations depend significantly on worldwide macroeconomic conditions and their impact on demand for mobility assistance. Recessionary economic cycles, higher interest rates, volatile fuel and energy costs, inflation, levels of unemployment, decreases in discretionary consumer spending, conditions in the new and used automotive markets, access to credit, consumer debt levels, unsettled financial markets and other economic factors could dramatically reduce automotive activity, thereby materially and adversely affecting demand for mobility assistance.

Economic factors such as increased commodity prices, inflation, higher costs of labor, insurance and healthcare, and changes in or interpretations of other laws, regulations and taxes may also increase the cost of sales, mobility assistance costs and administrative costs, and otherwise adversely affect Urgently’s financial condition and results of operations. Any significant increases in costs may affect Urgently’s Service Providers and Customer Partners, and therefore Urgently’s business, disproportionately to that of Urgently’s competitors. In addition, negative national or global economic conditions may materially and adversely affect Urgently’s Customer Partners’ and Service Providers’ financial performance, liquidity and access to capital. Customer Partners may be unable to maintain their inventories, production levels, product quality and/or services, and could cause them to raise prices, terminate or reduce their service contracts with Urgently, lower automotive production levels or cease their operations.

In addition, various market trends Urgently anticipates may not develop, or may not develop at the speed which Urgently expects, which could result in costs and capacity outpacing demand.

The loss of key senior management personnel or the failure to hire and retain highly skilled and other key personnel could negatively affect Urgently’s business.

Urgently depends on the continued services and performance of its senior management team, key technical employees, and other key personnel. Although Urgently has entered into employment agreements with certain

senior management team members, each of them may terminate their employment at any time or be unable to perform the services Urgently requires in the future. Third parties may also attempt to encourage Urgently’s senior management team or other key employees to leave for other employment. The loss of one or more of the members of Urgently’s senior management team or other key personnel for any reason could disrupt Urgently’s operations, create uncertainty among investors, adversely impact employee retention and morale and significantly harm Urgently’s business.

Urgently also relies on other highly skilled personnel who may have critical but inadequately documented business knowledge. Competition for qualified personnel in the logistics, technology and automobile industries has historically been intense, particularly for software engineers, computer scientists, other technical staff and marketing and brand managers. The loss of any executive officers or other key employees or the inability to hire, train, retain and manage qualified personnel could harm Urgently’s business.

Additionally, for Urgently’s hourly employees, including those in Urgently’s call centers, Urgently has seen wages increasing with inflation recently. The increasing cost of hiring hourly employees or Urgently’s inability or unwillingness to keep up with rising wages could result in a labor shortage that makes it difficult for Urgently to operate its business and to provide the high level of service to which Customer Partners and Consumers have become accustomed. This could significantly harm Urgently’s reputation and business.

Urgently’s management team has limited experience managing a public company.

Most of Urgently’s management team has limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Urgently’s management team may not successfully or efficiently manage their new roles and responsibilities and may not be fully integrated as a team due to their short tenure with Urgently. In addition, Urgently’s transition to being a public company subjects it to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from Urgently’s senior management and could divert their attention away from the day-to-day management of Urgently’s business, which could adversely affect its business, financial condition and operating results.

Urgently may be unable to accurately forecast demand for mobility assistance services and appropriately plan its expenses in the future.

Urgently relies heavily on its Service Provider network to provide mobility assistance services. If Urgently experiences significant increases in demand, or needs to replace an existing Service Provider, there can be no assurance that any Service Provider would allocate sufficient capacity to Urgently in order to meet its requirements. For example, adverse weather conditions typically cause provider capacity to be limited. In addition, the COVID-19 pandemic contributed to recent vehicle supply disruptions and driver labor market dislocation in the United States, which has led to a shortage of vehicle inventory and Service Providers. This has disrupted, and may in the future disrupt, Urgently’s ability to source sufficient Service Providers to meet Consumer demand. Moreover, given disruptions in the supply of raw materials used in manufacturing and repair and increased gasoline prices, Service Providers might not be able to sustain a high-quality level of service at an acceptable rate.

Urgently depends on its Service Provider network, and their digital acceptance of Consumers’ job requests, to provide mobility assistance services that adequately meet Customer Partners’ and Consumers’ needs. Any service delays or disruptions caused by, among other things, increases in fuel prices, inclement weather or natural disasters, labor activism, health epidemics, bioterrorism, wars and other armed conflicts or Urgently’s Service Providers’ internal operational capabilities, may affect Urgently’s ability to fulfill its contractual commitments to Customer Partners. Further, Urgently relies on the business continuity plans of these Service Providers to operate during business disruptions, and Urgently has limited ability to influence their plans, prevent delays, and minimize cost increases due to reduced availability and capacity and increased required safety measures.

Service Providers’ unwillingness to digitally accept a job as a result of the fee generated on Urgently’s platform by Urgently’s pricing model or for any other reason, and any performance problems or other difficulties experienced by Service Providers or by Urgently’s platform could negatively impact operating results and Consumer experience. Occasionally, Urgently replaces or ends relationships with Service Providers, and could face logistical difficulties that could adversely affect the provision of mobile assistance services. In addition, Urgently could incur costs and expend resources in connection with such change and fail to add a new Service Provider that can meet a high-quality standard of service. Disruptions in Urgently’s operations due to natural or man-made disasters, pandemics (such as COVID-19) or other disease outbreaks, fire, flooding, terrorism, wars and other armed conflicts or other catastrophic events or system failures may cause delays in the provision of services to Consumers.

Weather events, natural disasters and other events beyond Urgently’s control could adversely affect its business.

Urgently’s business and operations, and the business and operations of its Customer Partners and Service Providers, could be materially and adversely affected in the event of earthquakes, floods, fires, inclement weather, other weather events, telecommunications failures, blackouts, or other power losses, break-ins, acts of terrorism, wars and other armed conflicts, political or geopolitical crises, public health crises, pandemics or endemics, or other catastrophic events. Urgently’s business would be especially adversely impacted if such events were to occur during peak automotive travel periods, particularly if such events were to prevent Service Providers from reaching Consumers.

Weather events have in the past had, and may continue to have, an adverse impact on Urgently’s business and ability to complete requests for roadside assistance. Urgently considers potential risks related to weather as part of its operations strategy and has business continuity and disaster recovery plans in place. However, they may not adequately protect Urgently from serious disasters and adverse impacts, including the ability of Urgently’s network of Service Providers to remain operational during such events. In addition, climate change events could have an impact on critical automotive infrastructure in the United States and internationally, which has the potential to disrupt Urgently’s business, its Service Providers, or the business of its Customer Partners. During weather events Urgently may be unable to maintain full operations in the affected area, and following such events Urgently experiences surges in demand that its network of Service Providers may be unable to meet. As a result, Urgently may experience increased out-of-network costs during weather events to complete requests for roadside assistance, and in the future Urgently may incur additional costs to bolster operations in often-impacted areas.

Urgently has operations all over North America, and its operations in California, Texas and Florida have recently been exposed to extreme weather events. For example, in 2021 Urgently’s network of Service Providers in Texas was unable to meet Consumer demand for roadside assistance during a significant power outage caused by a winter storm. The recent trends in hurricanes over the Gulf Coast has increased the volume of totaled vehicles, and Urgently is often unable to meet the surges in demand for roadside and mobility assistance that follow such extreme weather events. Urgently’s network of Service Providers in California has also been impacted during recent historic wildfires, during which Service Providers cannot access Consumers in need of roadside assistance and after which there is a surge in demand relating to abandoned cars.

Further, if floods, fire, inclement weather including extreme rain, wind, heat, or cold, or accidents due to human error were to occur and cause damage to Urgently’s properties or Service Providers’ properties, or if Urgently’s operations were interrupted by telecommunications failures, blackouts, acts of terrorism, wars and other armed conflicts, political or geopolitical crises, or public health crises, Urgently’s results of operations would suffer.

Urgently is also limited, from time to time, in its ability to complete Consumer requests as a result of restrictions placed on certain roadways in the United States, which prohibit non-police vehicles from responding to requests for roadside assistance.

If Urgently fails to cost-effectively attract and retain Service Providers, its business, financial condition and results of operations could be adversely affected.

Urgently’s continued growth depends in part on its ability to both cost-effectively attract and retain Service Providers who satisfy screening criteria and procedures, and to increase the use of the platform by existing Service Providers. To attract and retain Service Providers, Urgently’s Service Provider network management team reaches out directly via the telephone, digital marketing and by attending conferences and tow shows. Prior to giving Service Providers access to Urgently’s dispatch tool and mobile applications to accept jobs, Service Providers must satisfy Urgently’s screening criteria, including a background check and proof of necessary insurance credentials. If Urgently does not continue to attract and provide Service Providers with the flexibility and efficiency of its platform, digital accept, compelling opportunities to earn income, and other incentive programs that are comparable or superior to those of competitors, Urgently may fail to attract new Service Providers or retain existing Service Providers or increase their use of its platform. Additionally, if Customer Partners and Consumers choose to use competing offerings, Urgently may lack sufficient opportunities for Service Providers to earn income, which may reduce the perceived utility of Urgently’s platform and impact Urgently’s ability to attract and retain Service Providers.

In addition, changes in certain laws and regulations, including immigration, motor vehicle safety and labor and employment laws, may result in a decrease in the pool of Service Providers, which may result in increased competition for Service Providers or higher costs of recruitment and engagement. Other factors outside of Urgently’s control, such as increases in the price of gasoline, vehicles or insurance, may also reduce the number of Service Providers that utilize Urgently’s platform or the use of its platform by Service Providers. Urgently’s agreements are non-exclusive, and Service Providers may choose not to use Urgently’s platform regularly or at all. If Urgently fails to attract Service Providers or retain existing Service Providers, if Urgently fails to increase the use of its platform by existing Service Providers, or if Service Providers terminate their agreements with Urgently, Urgently may not be able to meet the demand of Customer Partners and Consumers and its business, financial condition and results of operations could be adversely affected.

Urgently may seek to grow its business through acquisitions of, or investments in, new or complementary businesses, facilities, technologies or products, or through strategic alliances, and the failure to manage these acquisitions, investments or strategic alliances, or to effectively integrate them with Urgently’s existing business, could have a material adverse effect.

From time to time Urgently will consider opportunities to acquire or make investments in Customer Partners, Service Providers, businesses, facilities, technologies or offerings, or enter into strategic alliances that may enhance Urgently’s capabilities, expand its Customer Partner and Service Provider network, complement current products or expand the breadth of Urgently’s markets. Acquisitions, investments and other strategic alliances involve numerous risks, including:

•

loss of the value of investments and alliances in businesses with which Urgently partners;

•

problems integrating the acquired products, services, business, facilities, or technologies, including issues maintaining uniform standards, procedures, controls and policies;

•

unanticipated costs associated with acquisitions, investments or strategic alliances;

•

the assumption of the liabilities and exposure to unforeseen liabilities of acquired companies, including liabilities for failure to comply with regulations;

•

potential divestitures or other requirements imposed by antitrust regulators;

•

diversion of management’s attention from other Service Providers, Customer Partners, products and services;

•

adverse effects on existing business relationships with Customer Partners and Service Providers;

•

the need to obtain additional required regulatory approvals, licenses and permits;

•

conflicts of interest with respect to Urgently’s equity interests in investors and partners;

•

risks associated with entering new markets in which Urgently may have limited or no experience;

•

potential loss of key employees of acquired businesses; and

•

increased legal and accounting compliance costs.

Urgently’s ability to successfully grow through strategic transactions depends upon its ability to identify, negotiate, complete and integrate suitable target products, businesses, facilities and technologies and to obtain any necessary financing. These efforts could be expensive and time-consuming and may disrupt Urgently’s ongoing business and prevent management from focusing on Urgently’s operations. If Urgently is unable to identify suitable acquisitions or strategic relationships, or if Urgently is unable to integrate any acquired businesses, facilities, technologies, products and services effectively, Urgently’s business, financial condition and results of operations could be materially and adversely affected. Also, while Urgently employs several different methodologies to assess potential business opportunities, the new businesses may not meet or exceed Urgently’s expectations.

If Urgently fails to maintain an effective system of disclosure controls and internal control over financial reporting, Urgently’s ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired, which may adversely affect investor confidence in Urgently and, as a result, lead to a decline in the market price of its common stock.

As a public company, Urgently will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the listing standards of Nasdaq. The Sarbanes-Oxley Act requires, among other things, that Urgently maintain effective disclosure controls and procedures and internal control over financial reporting. Urgently is continuing to develop and refine its disclosure controls and other procedures that are designed to ensure that information required to be disclosed by Urgently in the reports that it will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to Urgently’s principal executive and financial officers. Urgently is also continuing to improve its internal control over financial reporting. Urgently has expended, and anticipates that it will continue to expend, significant resources in order to maintain and improve the effectiveness of disclosure controls and procedures and internal control over financial reporting. Specifically, Urgently will continue to expand its accounting, control and compliance functions and increase resources within its finance and legal department with public company experience. Urgently is also focusing on its disclosure controls and procedures in the short term, including creating an internal control framework to assess key process and controls.

Urgently’s current controls and any new controls that are developed may become inadequate because of changes in the conditions in Urgently’s business, including increased complexity resulting from any international expansion. Further, weaknesses in Urgently’s disclosure controls or internal control over financial reporting may be discovered in the future. For example, Urgently’s Registration Statement on Form S-4 that was declared effective on July 14, 2023, failed to disclose Urgently’s material weakness in internal control over financial reporting, which was previously identified for the fiscal years ended December 31, 2021 and 2022. While Urgently’s management is not yet required and has not conducted a full evaluation of its disclosure controls and procedures or internal control over financial reporting, management concluded that an effective system of disclosure controls at a reasonable assurance level was not in place at the time that Urgently failed to disclose its material weakness in prior filings of the Registration Statement on Form S-4. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm Urgently’s results of operations or cause it to fail to meet its reporting obligations and may result in a restatement of its financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of internal control

over financial reporting that Urgently will eventually be required to include in its periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in Urgently’s reported financial and other information, which would likely adversely affect the market price of its common stock. In addition, if Urgently is unable to continue to meet these requirements, Urgently may not be able to remain listed on Nasdaq. Urgently is not currently required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act and is therefore not required to make a formal assessment of the effectiveness of its internal control over financial reporting for that purpose. As a public company, Urgently will be required to provide an annual management report on the effectiveness of its disclosure controls and procedures and internal control over financial reporting commencing with its second annual report on Form 10-K.

Urgently’s independent registered public accounting firm is not required to formally attest to the effectiveness of internal control over financial reporting until after Urgently is no longer an “emerging growth company.” At such time, Urgently’s independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which Urgently’s internal control over financial reporting is documented, designed, or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have an adverse effect on Urgently’s business, financial condition, and results of operations, and could cause a decline in the market price of its common stock.

Urgently’s estimate of the size of its addressable market may prove to be inaccurate.

Market estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. Even if the market in which Urgently competes meets its size estimates and forecasted growth, Urgently’s business could fail to grow at similar rates, if at all. While Urgently’s market size estimate was made in good faith and is based on assumptions and estimates it believes to be reasonable, such estimate may not be accurate. If Urgently’s estimates of the size of its addressable market are not accurate, Urgently’s potential for future growth may be less than it currently anticipates, which could have a material adverse effect on Urgently’s business, financial condition and results of operations. Accordingly, the market estimates and growth forecasts included in this proxy statement/prospectus should not be taken as indicative of future growth.

Urgently’s insurance coverage may not be adequate.

Urgently believes it maintains insurance customary for businesses of its size and type. However, there are losses Urgently may incur that cannot be insured against or that Urgently believes are not economically reasonable to insure, and there can be no assurance that Urgently can obtain or maintain adequate insurance coverage for the risks it faces. Such losses could have a material adverse effect on Urgently’s business, financial condition and results of operations.

The spread of any contagious disease that may result in an epidemic or pandemic, including the COVID-19 pandemic and the impact of actions to mitigate the COVID-19 pandemic have adversely impacted, and could adversely impact, Urgently’s business, financial condition and results of operations.

The spread of any contagious disease that may result in an epidemic or pandemic on a regional or global scale may have a negative impact on Urgently’s operations and the markets in which Urgently operates. If one or more of the geographical areas in which Urgently operates is affected by contagious diseases that cause an epidemic or pandemic on a regional or global scale, Urgently’s operations could be significantly affected.

Urgently’s business, operations and financial performance have at times been negatively impacted by the COVID-19 pandemic and related public health responses, including the travel bans, travel restrictions and shelter-in-place orders that were implemented in various jurisdictions. The initial declines in vehicular travel as a result of COVID-19, including commuting, local travel and business and leisure travel, resulted in decreased

demand for mobility assistance in various regions or seasons, which decreased revenue Urgently would have otherwise earned. Additionally, changes in travel trends and behavior arising from COVID-19, such as the spike in vehicular travel following the lifting of the shelter-in-place orders and labor shortages in the roadside assistance industry, caused, and in the future may cause, demand at a greater scale than Urgently’s network of Service Providers is able to provide Urgently’s call centers also experienced labor shortages as a result of COVID-19, which affected Urgently’s ability to provide mobility assistance services consistently.

The full extent of the impact of the pandemic on Urgently’s business, financial condition, and results of operations depends on future developments that are uncertain and unpredictable, including:

•

the duration and scope of the pandemic;

•

any resurgence of COVID-19, including any new variants;

•

the availability and distribution of effective treatments and vaccines;

•

governmental, business and individuals’ actions that have been and continue to be taken in response to COVID-19;

•

the impact of the pandemic on national and global economic activity, unemployment levels and financial markets, including the possibility of a national or global recession;

•

the potential for shipping difficulties in the automobile industry, including slowed deliveries from sellers to their customers; and

•

the affordability and availability automotive transportation.

In addition, Urgently cannot predict the impact the COVID-19 pandemic will have on its Customer Partners and Service Providers, and Urgently may be adversely impacted as a result of the adverse impacts its Customer Partners and Service Providers suffer. To the extent the COVID-19 pandemic adversely affects Urgently’s business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section. Any of the foregoing factors, or other cascading effects of the pandemic that are not currently foreseeable, could adversely impact Urgently’s business, financial performance and condition and results of operations.

Parties with whom Urgently does business may be subject to insolvency risks or may otherwise become unable or unwilling to perform their obligations.

Urgently is a party to contracts, transactions and business relationships with various third parties, particularly Customer Partners, Service Providers and lenders, pursuant to which such third parties have performance, payment and other obligations to Urgently. In some cases, Urgently depends upon third parties to provide essential products, services or other benefits, including with respect to software development and support, logistics, other agreements for goods and services in order to operate Urgently’s business in the ordinary course, extensions of credit, credit card accounts and other vital matters. Economic, industry and market conditions could result in increased risks to Urgently associated with the potential financial distress or insolvency of such third parties. If any of these third parties were to become subject to bankruptcy, receivership or similar proceedings, Urgently’s rights and benefits in relation to its contracts, transactions and business relationships with such third parties could be terminated, modified in a manner adverse to Urgently, or otherwise impaired. Additionally, Urgently is not currently able to accurately determine the extent and scope of the impact that the COVID-19 pandemic had on such third parties. Urgently cannot make any assurances that it would be able to arrange for alternate or replacement contracts, transactions or business relationships on terms as favorable as existing contracts, transactions or business relationships, if at all. Urgently’s inability to do so could negatively affect Urgently’s cash flows, financial condition and results of operations.

Urgently’s international operations subject Urgently to additional costs and risks, which could adversely affect Urgently’s business, financial condition, and results of operations.

Urgently has a limited history of marketing, selling, and supporting its platform internationally, and generates nearly all of its revenue in the United States. Urgently’s growth strategy depends, in part, on continued international operations.

Additionally, international sales and operations are subject to a number of risks, including the following:

•

greater difficulty in enforcing contracts and managing collections in countries where Urgently’s recourse may be more limited, as well as longer collection periods;

•

higher costs of doing business internationally, including costs incurred in establishing and maintaining office space and equipment for international operations;

•

differing labor regulations;

•

challenges inherent to efficiently recruiting and retaining talented and capable employees in foreign countries and maintaining company culture and employee programs;

•

fluctuations in exchange rates between the U.S. dollar and foreign currencies in markets where Urgently does business;

•

management communication and integration problems resulting from language and cultural differences and geographic dispersion;

•

costs associated with language localization of Urgently’s platform;

•

risks associated with trade restrictions and foreign legal requirements, including any importation, certification, and localization of Urgently’s platform that may be required in foreign countries;

•

greater risk of unexpected changes in regulatory requirements, tariffs and tax laws, trade laws, export quotas, customs duties, treaties, and other trade restrictions;

•

costs of compliance with foreign laws and regulations and the risks and costs of non-compliance with such laws and regulations, including, but not limited to data privacy, data protection, and data security regulations, particularly in the EU;

•

risks relating to the implementation of exchange controls, including restrictions promulgated by the OFAC, and other similar trade protection regulations and measures;

•

heightened risk of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact Urgently’s financial condition and result in restatements of, or irregularities in, financial statements;

•

the uncertainty of protection for intellectual property rights in some countries;

•

exposure to regional or global public health crises, such as the COVID-19 pandemic, and travel restrictions and other measures undertaken by governments in response to such crises;

•

general economic and political conditions in these foreign markets, including political and economic instability in certain regions;

•

foreign exchange controls or tax regulations that might prevent Urgently from repatriating cash earned outside the United States;

•

risks associated with securing and complying with debt agreements relative to such foreign operations; and

•

double taxation of Urgently’s international earnings and potentially adverse tax consequences due to changes in the tax laws of the United States or the foreign jurisdictions in which Urgently operates.

These and other factors could harm Urgently’s ability to generate revenue outside of the United States and, consequently, adversely affect Urgently’s business, financial condition, and results of operations.

Failure to comply with anti-bribery and anti-corruption laws and anti-money laundering laws, and similar laws, could subject Urgently to penalties and other adverse consequences.

Urgently is subject to the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the United Kingdom Bribery Act 2010, and possibly other anti-bribery and anti-corruption laws and anti-money laundering laws in countries outside of the United States where Urgently conducts activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their employees, agents, representatives, business partners, and third-party intermediaries from authorizing, offering, or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector.

Urgently sometimes leverages third parties to sell its products and conduct its business abroad. Urgently, its employees, agents, representatives, business partners and third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and Urgently may be held liable for the corrupt or other illegal activities of these employees, agents, representatives, business partners or third-party intermediaries even if Urgently does not explicitly authorize such activities. Urgently cannot assure you that all of its employees, agents, representatives, business partners or third-party intermediaries will not take actions in violation of applicable law for which Urgently may be ultimately held responsible. As Urgently increases international sales and business, its risks under these laws may increase.

These laws also require that Urgently keep accurate books and records and maintain internal controls and compliance procedures designed to prevent any such actions. While Urgently has policies and procedures to address compliance with such laws, Urgently cannot assure you that none of its employees, agents, representatives, business partners or third-party intermediaries will take actions in violation of Urgently’s policies and applicable law, for which Urgently may be ultimately held responsible.

Any allegations or violation of the FCPA or other applicable anti-bribery and anti-corruption laws and anti-money laundering laws could result in whistleblower complaints, sanctions, settlements, prosecution, enforcement actions, fines, damages, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions, or suspension or debarment from government contracts, all of which may have an adverse effect on Urgently’s reputation, business, results of operations, and prospects. Responding to any investigation or action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees.

Legal and Regulatory Risks

Urgently is party to the Structural Loan Agreement and the Highbridge Loan Agreement. As of June 30, 2023, Urgently had an aggregate amount of (i) $27.5 million in stated principal amount of term loans outstanding under the Structural Loan Agreement and (ii) $40.0 million in stated principal amount of term loans outstanding under the Highbridge Loan Agreement (the term loans outstanding under the Structural Loan Agreement together with the term loans outstanding under the Highbridge Loan Agreement, the “Term Loans”). Urgently’s payment obligations under each Loan Agreement reduce cash available to fund working capital, product development and general corporate needs. In addition, the principal amount of outstanding advances under the Structural Loan Agreement accrues interest at a floating per annum rate equal to (x) for $14.0 million of the outstanding loans, a

per annum rate of interest equal to the greater of (i) 14.0%, and (ii) 7.5% plus the prime rate then in effect, and (y) for $3.5 million of the outstanding loans, a per annum rate of interest equal to the greater of (i) 13.5%, and (ii) 7.0% plus the prime rate then in effect, making Urgently vulnerable to increases in market interest rates. If market rates increase, Urgently will have to pay additional interest on this indebtedness under the Structural Loan Agreement, which would further reduce cash available for Urgently’s other business needs. The principal amount of outstanding term loans under the Highbridge Loan Agreement accrues interest at a fixed rate of interest of 12.0% per annum through and including June 15, 2023 and then 13.0% per annum from June 16, 2023 thereafter. Urgently’s obligations under each Loan Agreement are secured by substantially all of the assets of Urgently and each of its subsidiaries party to each Loan Agreement. The security interest granted over such assets could limit Urgently’s ability to obtain additional debt financing. In addition, each Loan Agreement contains certain specified affirmative and negative covenants restricting Urgently’s activities, including limitations on: dispositions; mergers or acquisitions; incurring indebtedness or liens; paying dividends or redeeming stock or making other distributions; making certain investments; and engaging in certain other business transactions. Both Loan Agreements contain a financial covenant requiring minimum unrestricted cash of at least $5.0 million, and the Structural Loan Agreement contains a positive contribution margin requirement tested monthly. Failure to comply with the covenants in each Loan Agreement could result in the acceleration of Urgently’s obligations under such Loan Agreement, and, if such acceleration were to occur, it would materially and adversely affect Urgently’s business, financial condition and results of operations. Urgently’s ability to make scheduled payments or to refinance such debt obligations depends on numerous factors, including the amount of Urgently’s cash balances and Urgently’s actual and projected financial and operating performance. Urgently may not have sufficient funds, and may be unable to arrange for a refinancing or additional financing, to pay the amounts due under each Loan Agreement. The obligations under each Loan Agreement are subject to acceleration upon the occurrence of specified events of default, including payment default, change in control, bankruptcy, insolvency, certain defaults under other material debt (including a cross-default to each other Loan Agreement) and certain other specified events. If for any reason Urgently becomes unable to service its debt obligations under either Loan Agreement, or any new debt obligations that Urgently may enter into from time to time, holders of Urgently’s common stock would be exposed to the risk that their holdings could be lost in an event of a default under such debt obligations and a foreclosure and sale of Urgently’s assets for an amount that is less than the outstanding debt. Urgently’s outstanding indebtedness and any future indebtedness, combined with Urgently’s other financial obligations, could increase Urgently’s vulnerability to adverse changes in general economic, industry and market conditions, limit Urgently’s flexibility in planning for, or reacting to, changes in Urgently’s business and the industry and impose a competitive disadvantage compared to Urgently’s competitors.

Urgently has in the past defaulted on certain financial, reporting and other covenants under each Loan Agreement. While Urgently has to date been successful in obtaining compliance waivers with respect to such covenant defaults Urgently may not be able to do so in the future on terms advantageous to Urgently or at all.

The agreements governing Urgently’s indebtedness include certain financial, reporting and other covenants that Urgently must satisfy. In previous years, Urgently has defaulted on certain covenants under each Loan Agreement and has received compliance waivers with respect to such covenant defaults from the applicable lenders. Urgently cannot provide any assurance that the lenders under either Loan Agreement or any other indebtedness would provide Urgently with a waiver or forbearance should Urgently not be in compliance in the future. A failure to maintain compliance would cause the outstanding borrowings to be in default and payable on demand which would have a material adverse effect on Urgently and its ability to continue as a going concern.

Urgently relies on unpatented proprietary technology, trade secrets, processes and know-how.

Urgently relies on trade secret and confidentiality obligations to protect proprietary assets that may not be patentable or subject to other intellectual property protection or that Urgently believes is best protected by means that do not require public disclosure.

Urgently generally seeks to protect its proprietary information by entering into confidentiality agreements, or consulting, services or employment agreements that contain non-disclosure and non-use provisions with

employees, consultants, contractors and third parties. However, Urgently may fail to enter into the necessary agreements, and even if entered into, these agreements may be breached or may otherwise fail to prevent disclosure, third-party infringement or misappropriation of its proprietary information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. Urgently has limited control over the protection of trade secrets used by its current or future manufacturing partners and suppliers and could lose future trade secret protection if any unauthorized disclosure of such information occurs. In addition, Urgently’s proprietary information may otherwise become known or be independently developed by its competitors or other third parties. To the extent that employees, consultants, contractors, advisors and other third parties use intellectual property owned by others in their work for Urgently, disputes may arise as to the rights in related or resulting know-how and inventions. Costly and time-consuming litigation could be necessary to enforce and determine the scope of Urgently’s proprietary rights, and failure to obtain or maintain protection for Urgently’s proprietary information could adversely affect Urgently’s competitive business position.

Service Providers that have not complied with Urgently’s insurance, licensure and other requirements may subject Urgently to a number of risks.

Urgently is not able to control or predict the actions of platform users and third parties, either during their use of Urgently’s platform or otherwise, and Urgently may be unable to ensure or protect a safe environment for Service Providers and Consumers. Actions by Service Providers, Consumers and others may result in injuries, property damage or loss of life for such parties, or business interruption, brand and reputational damage or significant liabilities for Urgently. Although Urgently administers certain qualification processes for users of its platform, including requiring background checks to be performed by Service Providers on their employees, these qualification processes and background checks may not expose all potentially relevant information and are limited in certain jurisdictions according to national and local laws, and Service Providers may fail to conduct such background checks adequately on their drivers/employees or disclose information that could be relevant to a determination of eligibility. In addition, Urgently does not independently test Service Providers’ employees’ mobility assistance skills. Consequently, Urgently expects to continue to receive complaints from Consumers, as well as actual or threatened legal action against Urgently related to Service Provider conduct.

If Service Providers, or individuals impersonating Service Providers, engage in criminal activity, misconduct or inappropriate conduct or use Urgently’s platform as a conduit for criminal activity, Consumers may not consider Urgently’s products and offerings safe, and Urgently may receive negative press coverage as a result of Urgently’s business relationship with such Service Providers, which would adversely impact Urgently’s brand, reputation and business. Furthermore, if Consumers engage in criminal activity or misconduct while using Urgently’s platform, Customer Partners and Service Providers may be unwilling to continue using Urgently’s platform. In addition, certain regions where Urgently operates have high rates of violent crime, which has impacted Service Providers and Consumers in those regions. If other criminal, inappropriate or other negative incidents occur due to the conduct of platform users or third parties, Urgently’s ability to attract Customer Partners, Service Providers and/or Consumers may be harmed, and Urgently’s business and financial results could be adversely affected.

Public reporting or disclosure of reported safety information, including information about safety incidents reportedly occurring on or related to Urgently’s platform, whether generated by Urgently or third parties such as media or regulators, may adversely impact Urgently’s business and financial results.

Further, Urgently may be subject to claims of significant liability based on traffic accidents, deaths, injuries or other incidents that are caused by Service Providers, Consumers or third parties while using Urgently’s platform, or even when Service Providers, Consumers or third parties are not actively using Urgently’s platform. On a smaller scale, Urgently may face litigation related to claims by Service Providers for the actions of Consumers or third parties. Urgently’s insurance policies may not cover all potential claims to which Urgently is exposed and may not be adequate to indemnify Urgently for all liability. These incidents may subject Urgently to liability and

negative publicity, which would increase Urgently’s operating costs and adversely affect its business, operating results and future prospects. Urgently received a demand for indemnification from a partner in October 2020, but has not been named as a defendant in this case and is being represented by counsel appointed by the insurance carrier. The plaintiff is unresponsive to requests for discovery in this matter. Even if these claims do not result in liability, Urgently will incur significant costs in investigating and defending against them. As Urgently expands its products and offerings, this insurance risk will grow.

Urgently’s inability or failure to protect its intellectual property rights, or any claim that Urgently has infringed upon third-party intellectual property rights, could have a negative impact on operating results.

Urgently’s business depends on intellectual property, the protection of which is critical to Urgently’s success. Urgently relies on a combination of intellectual property rights, including trade secrets, domain names and trademarks, to protect Urgently’s competitive advantage, which offers only limited protection. The steps Urgently takes to protect its intellectual property, including physical, operational, and managerial protections of confidential information, contractual obligations of confidentiality, assignment agreements with employees and contractors and license agreements, require significant resources and may be inadequate. Urgently will not be able to protect its competitive advantage if Urgently is unable to establish, protect, maintain, or enforce its rights or if it does not detect or is unable to address unauthorized use of its intellectual property. Urgently may be required to use significant resources to monitor and protect these rights. Despite Urgently’s precautions, it may be possible for unauthorized third parties to copy portions or all of its platform and use information that Urgently regards as proprietary to create services that compete with Urgently’s platform. Some license provisions protecting against unauthorized use, copying, transfer, and disclosure of Urgently’s proprietary information may be unenforceable under the laws of certain jurisdictions.

In addition, Urgently has registered domain names for websites that it uses in its business, such as www.geturgently.com and some other variations. Competitors may adopt service names or domain names similar to Urgently’s, thereby harming its ability to build brand identity and possibly leading to user confusion. In addition, Urgently’s registered or unregistered trademarks or trade names could be declared generic, and there could be potential trade name or trademark infringement claims brought by owners of other trademarks that are similar to Urgently’s trademarks. If Urgently’s trademarks and trade names are not adequately protected, then Urgently may not be able to build and maintain name recognition in markets of interest and Urgently’s business may be adversely affected. Effective trademark protection may not be available or may not be sought in every country in which Urgently’s products are made available, in every class of goods and services in which Urgently operates, and contractual disputes may affect the use of marks governed by private contract. Litigation or proceedings before governmental authorities and administrative bodies in the United States and abroad may be necessary in the future to enforce intellectual property rights and to determine the validity and scope of Urgently’s rights and the proprietary rights of others. Further, Urgently may not timely or successfully apply for a patent or register its trademarks or otherwise secure rights in its intellectual property. Urgently expects to continue to expand internationally and, in some foreign countries, the mechanisms to establish and enforce intellectual property rights may be inadequate to protect Urgently’s technology, which could harm its business.

Additionally, Urgently may from time to time be subject to opposition or similar proceedings with respect to applications for registrations of its intellectual property, including trademarks. While Urgently aims to acquire adequate protection of its brand through trademark registrations in key markets, occasionally third parties may have already registered or otherwise acquired rights to identical or similar marks for services that also address Urgently’s market. Urgently relies on its brand and trademarks to identify its platform and to differentiate its platform and services from those of its competitors, and if Urgently is unable to adequately protect its trademarks, third parties may use its brand names or trademarks similar to Urgently’s in a manner that may cause confusion in the market, which could decrease the value of Urgently’s brand and adversely affect Urgently’s business and competitive advantages.

Urgently’s intellectual property rights and the enforcement or defense of such rights may be affected by developments or uncertainty in laws and regulations relating to intellectual property rights. Moreover, many

companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets, and other intellectual property protection, which could make it difficult for Urgently to stop the infringement, misappropriation, or other violation of its intellectual property or marketing of competing products in violation of its intellectual property rights generally.

Policing unauthorized use of Urgently’s intellectual property and misappropriation of its technology and trade secrets is difficult and Urgently may not always be aware of such unauthorized use or misappropriation. Despite Urgently’s efforts to protect its intellectual property rights, unauthorized third parties may attempt to use, copy, or otherwise obtain and market or distribute Urgently’s technology or otherwise develop services with the same or similar functionality as Urgently’s platform. If Urgently’s competitors infringe, misappropriate, or otherwise violate Urgently’s intellectual property rights and Urgently are not adequately protected, or if Urgently’s competitors are able to develop a platform with the same or similar functionality as Urgently’s without infringing Urgently’s intellectual property, Urgently’s competitive advantage and results of operations could be harmed. Litigation brought to protect and enforce Urgently’s intellectual property rights could be costly, time consuming, and distracting to management and could result in the impairment or loss of portions of Urgently’s intellectual property. As a result, Urgently may be aware of infringement by its competitors but may choose not to bring litigation to protect intellectual property rights due to the cost, time, and distraction of bringing such litigation. Furthermore, if Urgently does decide to bring litigation, its efforts to enforce intellectual property rights may be met with defenses, counterclaims, and countersuits challenging or opposing its right to use and otherwise exploit particular intellectual property, services, and technology or the enforceability of Urgently’s intellectual property rights. Urgently’s inability to protect its proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of Urgently’s management’s attention and resources, could delay further sales or the implementation of Urgently’s solutions, impair the functionality of Urgently’s platform, prevent or delay introductions of new or enhanced solutions, result in Urgently substituting inferior or more costly technologies into its platform, or injure Urgently’s reputation. Furthermore, many of Urgently’s current and potential competitors may have the ability to dedicate substantially greater resources to developing and protecting their technology or intellectual property rights than Urgently does.

The holders of patents and other intellectual property rights potentially relevant to Urgently’s service offerings may make claims that Urgently infringes, misappropriates, or otherwise violates their intellectual property rights. There can be no assurance that Urgently will be successful in defending against these allegations or reaching a satisfactory business resolution. Any intellectual property claims, with or without merit, could be very time-consuming and expensive to settle or litigate, could cause Urgently to incur significant expenses, pay substantial amounts in damages, ongoing royalty or license fees, or other payments, require Urgently to cease making, licensing or using offerings that incorporate or use the challenged intellectual property, require Urgently to re-engineer all or a portion of its business or require that Urgently comply with other unfavorable terms. The costs of litigation are considerable, and such litigation may divert management and key personnel’s attention and resources, which might seriously harm Urgently’s business, financial condition and results of operations. Third parties making infringement claims may make it difficult for Urgently to enter into royalty or license agreements which may not be available on commercially acceptable terms. Also, Urgently may be unaware of intellectual property registrations or applications relating to its services that may give rise to potential infringement claims. There may also be technologies licensed to and relied on by Urgently that are subject to infringement or other corresponding allegations or claims by third parties which may damage Urgently’s ability to rely on such technologies.

Parties making infringement claims may be able to obtain substantial damages for the infringement and an injunction to prevent Urgently from delivering services or using technology involving the allegedly infringing intellectual property. If, as a result of a successful infringement claim, Urgently is required to develop non-infringing technology or rebrand its name or cease making, licensing or using products that have infringed a third party’s intellectual property rights, all of these actions may be time-consuming and expensive. Protracted litigation could also result in existing or prospective clients deferring or limiting their purchase or use of

Urgently’s software product development services or solutions until resolution of such litigation or could require Urgently to indemnify its clients against infringement claims in certain instances. Any intellectual property claims or litigation in this area, whether or not Urgently ultimately wins or loses, could damage its reputation and materially adversely affect its business, financial condition and results of operations.

Urgently’s use of open source software may lead to possible litigation, negatively affect sales and create liability.

Urgently often incorporates software licensed by third parties under so-called “open source” licenses, which may expose Urgently to liability and have a material impact on its business and offerings. Use of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide support, warranties, indemnification, or other contractual protections regarding infringement claims or the quality of the code. In addition, the public availability of such software may make it easier for others to compromise Urgently’s services. Although Urgently monitors its use of open source software in an effort both to comply with the terms of the applicable open source licenses and to avoid subjecting software offerings to conditions Urgently does not intend, the terms of many open source licenses have not been interpreted by courts in relevant jurisdictions, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on Urgently’s clients’ ability to use the software that it develops for them and operate their businesses as they intend. Moreover, Urgently cannot assure you that its processes for controlling use of open source software in its products will be effective, and Urgently may inadvertently use third-party open source software in a manner that exposes Urgently to claims of non-compliance with the applicable terms of such license, including claims for infringement of intellectual property or for breach of contract. Urgently may face claims challenging the ownership of open source software against companies that incorporate it into Urgently’s products.

Additionally, some open source licenses contain requirements that Urgently make available source code for modifications or derivative works it creates based upon the type of open source software used. If Urgently combines certain open source software with other software in a specific manner, Urgently could, under open source licenses, be required to release the source code of its proprietary software to the public, including authorizing further modification and redistribution, or otherwise be limited in the licensing of such software. Additionally, if a third-party software provider has incorporated open source software into software that Urgently licenses from such provider, Urgently could be required to disclose source code that incorporates or is a modification of such licensed software. Disclosing proprietary source code could allow Urgently’s clients’ competitors to create similar products with lower development effort and time and ultimately could result in a loss of sales for Urgently’s clients. Furthermore, if the license terms for the open source code change, Urgently may be forced to re-engineer its software or incur additional costs.

Urgently may be involved from time to time in claims, lawsuits, government investigations and other proceedings that could adversely affect its business, financial condition, and results of operations.

Urgently may be involved in litigation matters from time to time, such as matters incidental to the ordinary course of its business, including intellectual property, privacy, commercial, services, transportation, employment, class action, whistleblower, accessibility, securities, tax, and other litigation and claims, and governmental and other regulatory investigations and proceedings. The number and significance of these disputes may increase as Urgently grows larger, its businesses expand in scope and geographic reach, and its products and platform increase in complexity.

The outcome and impact of such claims, lawsuits, government investigations and other proceedings cannot be predicted with certainty. Such matters can be time-consuming, divert management’s attention and resources, cause Urgently to incur significant expenses or liability, or require Urgently to change its business practices. In addition, the expense of litigation and the timing of these expenses from period to period are difficult to estimate, subject to change, and could adversely affect Urgently’s financial condition and results of operations. Because of

the potential risks, expenses, and uncertainties of litigation, Urgently may, from time to time, settle disputes, even where Urgently have meritorious claims or defenses, by agreeing to settlement agreements. Any of the foregoing could adversely affect Urgently’s business, financial condition, and results of operations.

Unanticipated changes in tax laws may affect future financial results.

Urgently is a U.S. corporation and thus is subject to U.S. corporate income tax on its worldwide operations. Urgently’s principal operations and certain potential customers are located in the United States, and as a result, Urgently will be subject to various U.S. federal, state and local taxes. New U.S. laws and policy relating to taxes may have an adverse effect on Urgently’s business and future profitability. Further, existing U.S. tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to Urgently.

In recent years, the federal government has made significant changes to U.S. tax laws, including through the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) and the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). In addition, beginning in January 2022, the Tax Act eliminates the right to deduct research and development expenditures for tax purposes in the period the expenses were incurred and instead requires all U.S. and foreign research and development expenditures to be amortized over five and fifteen tax years, respectively. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into law, with tax provisions primarily focused on implementing a 15% minimum tax on global adjusted financial statement income, effective for tax years beginning after December 31, 2022, and a 1% excise tax on share repurchases occurring after December 31, 2022.

Further, the current administration had previously set forth several tax proposals that would, if enacted, make further significant changes to U.S. tax laws (including provisions enacted pursuant to the Tax Act). Such proposals include, but are not limited to, (i) an increase in the U.S. income tax rate applicable to corporations from 21% to 28%, (ii) an increase in the maximum U.S. federal income tax rate applicable to individuals and (iii) an increase in the U.S. federal income tax rate for long-term capital gain for certain taxpayers with income in excess of a threshold amount. Congress may consider some or all of these proposals in connection with additional tax reform to be undertaken by the current administration. It is unclear whether these or similar changes will be enacted and, if enacted, how soon any such changes could take effect. The passage of any legislation as a result of these proposals and other similar changes in U.S. federal income tax laws could adversely affect Urgently’s business and future profitability. Investors are urged to consult with their legal and tax advisors with respect to any such legislation and the potential tax consequences of holding Urgently’s securities.

In addition, the Organization for Economic Co-operation and Development (“OECD”), issued final action items or proposals related to its initiative to combat base erosion and profit shifting (“BEPS”). The OECD urged its members to adopt the proposals to counteract the effects of taxpayers’ use of tax havens and preferential tax regimes globally. One BEPS proposal redefines a “permanent establishment” under treaty tax law, and changes how profits would be attributed to the permanent establishment. Some countries have incorporated the BEPS proposals into their laws, and Urgently expects other countries to follow suit, including the adoption of market-based, income sourcing provisions that assign a greater share of taxable income of a non-resident taxpayer to the country of its customer’s location than do traditional “arm’s length” income sourcing provisions. Some of the BEPS and related proposals, if enacted into law in the U.S. and in the foreign countries where Urgently does business, could increase the burden and costs of Urgently’s tax compliance. Moreover, such changes could increase the amount of taxes Urgently incurs in those jurisdictions, and in turn, increase Urgently’s global effective tax rate.

Urgently’s corporate structure and intercompany arrangements are subject to the tax laws of various jurisdictions, and Urgently could be obligated to pay additional taxes, which would harm its results of operations.

Urgently is expanding its international operations and staff to support its business in international markets. Urgently generally conducts its international operations through wholly owned subsidiaries and is or may be

required to report its taxable income in various jurisdictions worldwide based upon its business operations in those jurisdictions. Urgently’s intercompany relationships are subject to complex transfer pricing regulations administered by taxing authorities in various jurisdictions. The amount of taxes Urgently pays in different jurisdictions may depend on the application of the tax laws of the various jurisdictions, including the U.S., to Urgently’s international business activities, changes in tax rates, new or revised tax laws or interpretations of existing tax laws and policies, and Urgently’s ability to operate its business in a manner consistent with its corporate structure and intercompany arrangements. The relevant taxing authorities may disagree with Urgently’s determinations as to the income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and Urgently’s position was not sustained, Urgently could be required to pay additional taxes, interest and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows and lower overall profitability of Urgently’s operations.

Urgently is subject to federal, state, and local income, sales, and other taxes in the U.S. and income, withholding, transaction, and other taxes in numerous foreign jurisdictions. Significant judgment is required in evaluating Urgently’s tax positions and its worldwide provision for taxes. During the ordinary course of business, there are many activities and transactions for which the ultimate tax determination may be uncertain. In addition, Urgently’s tax obligations and effective tax rates could be adversely affected by changes in the relevant tax, accounting and other laws, regulations, principles and interpretations, including those relating to income tax nexus, by recognizing tax losses or lower than anticipated earnings in jurisdictions where Urgently has lower statutory rates and higher than anticipated earnings in jurisdictions where Urgently has higher statutory rates, by changes in foreign currency exchange rates, or by changes in the valuation of its deferred tax assets and liabilities. Urgently may be audited in various jurisdictions, and such jurisdictions may assess additional taxes, sales taxes and value added taxes against Urgently. Although Urgently believes its tax estimates are reasonable, the final determination of any tax audits or litigation could be materially different from Urgently’s historical tax provisions and accruals, which could have an adverse effect on its results of operations or cash flows in the period or periods for which a determination is made.

Failure to comply with laws and regulations relating to privacy, data protection, cybersecurity, advertising, and consumer protection, or the expansion of current or the enactment of new laws or regulations relating to such matters, could adversely affect Urgently’s business, financial condition, and results of operations.

Urgently relies on a variety of techniques when marketing to Customer Partners, and Urgently is subject to various laws and regulations that govern such marketing and advertising practices. Additionally, Urgently’s business relies on its ability to collect, receive, store, process, use, generate, transfer, disclose, make accessible, protect, share, and otherwise process personal data and other sensitive information (such as personal data that identifies or is identifiable to actual or prospective customers, suppliers, personnel, or others), proprietary and confidential business information, trade secrets, intellectual property, and sensitive third-party information. As a result, Urgently is, or may become, subject to numerous federal, state, local and foreign data laws, regulations, industry standards, policies, contracts and other actual and asserted obligations relating to privacy, data protection, and cybersecurity, particularly in the context of online advertising. For example, Urgently is or may become subject to the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, numerous other state laws, the European Union General Data Protection Regulation (“EU GDPR”), the UK Data Protection Act, the EU GDPR as it forms part of United Kingdom law by virtue of section 3 of the European Union (Withdrawal) Act 2018, the Privacy and Electronic Communications Directive (2002/58/EC), and other national legislation.

Laws and regulations relating to privacy, data protection, marketing and advertising and consumer protection are evolving and subject to potentially differing interpretations. These requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with other rules or Urgently’s practices. Urgently may publish privacy policies, notices, and other documentation and statements regarding its collection, processing, use and disclosure of personal data and/or other data. Although Urgently endeavors to comply with its published policies, notices, documentation, and statements, Urgently may at times fail to do so or

may be perceived to have failed to do so. Despite Urgently’s efforts, it may not be successful in achieving compliance if Urgently’s personnel, Customer Partners or Service Providers fail to comply with its published policies and documentation. Although Urgently endeavors to comply with its published policies and notices, other statements and documentation, and all applicable laws and regulations, and certain other guidance, industry standards, policies, contracts and other actual and asserted obligations, relating to privacy, data protection, cybersecurity, advertising, and consumer protection, Urgently may at times fail to do so or may be perceived to have failed to do so. If Urgently fails, or is perceived to have failed, to address or comply with any actual or asserted obligations related to data privacy and security, Urgently could face private claims, demands, and litigation, including class action litigation; government enforcement actions and proceedings that could include investigations, fines, penalties, audits and inspections; additional reporting requirements and/or oversight; temporary or permanent bans on all or some processing of data; requirements to change the manner in which Urgently processes data; and orders to destroy or not use data. Any of these events could have a material adverse effect on Urgently’s reputation, business or financial condition, and could lead to a loss of actual or prospective Customer Partners, Service Providers or Consumers; result in an inability to process data or to operate in certain jurisdictions; limit Urgently’s ability to sell or distribute its products; or require Urgently to revise or restructure its policies and other aspects of its operations, which Urgently may be unable to do in a commercially reasonable manner or at all. Moreover, such claims or other proceedings, even if not resulting in liability, could be expensive and time-consuming to defend and could result in diversion of management’s attention and adverse publicity that could harm Urgently’s business or have other material adverse effects. Urgently may also be contractually required to indemnify and hold harmless third parties from the costs or consequences relating to any such matter or to any actual or perceived of inadvertent or unauthorized use, disclosure, or other processing of data that is stored or handled as part of operating Urgently’s business.

In addition, various federal and state legislative and regulatory bodies, or self-regulatory organizations, may expand current laws or regulations, enact new laws or regulations or issue revised rules or guidance, regarding privacy, data protection, cybersecurity, consumer protection and advertising. Each of these laws and regulations, and any other such changes or new laws or regulations, or other actual or asserted obligations, including regulatory guidance and industry standards, could impose significant limitations, require changes to Urgently’s business, impose fines and other penalties or restrict Urgently’s use or storage of personal data and other data, which may increase Urgently’s compliance expenses and make Urgently’s business more costly or less efficient to conduct. Moreover, Customer Partners and Service Providers may stop or limit their sharing of data with Urgently. Any such changes could compromise Urgently’s ability to develop an adequate marketing strategy and pursue its growth strategy effectively, may hinder Urgently’s research and development efforts, and otherwise disrupt operations, which, in turn, could adversely affect Urgently’s business, financial condition and results of operations.

Urgently is subject to governmental export and import control laws and regulations. Urgently’s failure to comply with these laws and regulations could materially and adversely affect its business, prospects, financial condition and results of operations.

Urgently’s products and solutions are subject to export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls as well as similar controls established in the countries in which Urgently does business. Export control laws and regulations and economic sanctions prohibit the shipment of certain products and services to embargoed or sanctioned countries, governments and persons. In addition, complying with export control and sanctions regulations for a particular geography may be time-consuming and result in the delay or loss of revenue opportunities. Exports of Urgently’s products and technology must be made in compliance with these laws and regulations. If Urgently fails to comply with these laws and regulations, Urgently and certain of its employees could be subject to substantial civil or criminal penalties, including the possible loss of export or import privileges, fines, which may be imposed on Urgently and responsible employees or managers and, in extreme cases, the incarceration of responsible employees or managers.

In addition, various countries regulate the import of certain encryption technology, including through import permit and license requirements, and have enacted laws that could limit Urgently’s ability to distribute its products or could limit Consumers’ ability to implement Urgently’s products in those countries. Any change in export or import regulations, economic sanctions or related legislation, shift in the enforcement or scope of existing regulations or change in the countries, governments, persons or technologies targeted by such regulations could result in decreased use of Urgently’s products by, or in Urgently’s decreased ability to export or sell its products and solutions to, existing or potential end customers with international operations or create delays in the introduction of Urgently’s products and solutions into international markets. Any decreased use of Urgently’s products and solutions or limitation on Urgently’s ability to export or sell products and solutions could adversely affect Urgently’s business, financial condition, results of operations and prospects.

Risks Related to Otonomo’s Operations

Otonomo has a limited operating history and may be unable to achieve or sustain profitability or accurately predict its future results.

Otonomo has been focused on developing a platform to provide vehicle data services since its formation in 2015. Otonomo’s limited operating history makes it difficult to evaluate its current business and future prospects and may increase the risk of your investment. Further, because it has limited historical financial data and operate in a rapidly evolving market, any predictions about its future revenue and expenses may not be as accurate as they would be if it had a longer operating history or operated in a more predictable market.

Otonomo’s losses in prior periods and accumulated deficit reflect the investments Otonomo has made to date to grow its business. Otonomo expects to have significant operating expenses in the future to further support and grow its business, including expanding the range of integrations between its platform and third-party applications and platforms, expanding its direct and indirect sales capabilities, investing in its infrastructure and R&D and integrating businesses it acquires. As a result, Otonomo may be unable to achieve or sustain profitability or accurately predict its future results. You should not consider its recent growth in revenue as indicative of its future performance. Otonomo cannot assure you that it will achieve profitability in the future, or that if Otonomo does become profitable, that it will sustain profitability.

If Otonomo fails to address the risks and difficulties that it faces, including those described elsewhere in this “Risk Factors” section, its business, financial condition and results of operations could be adversely affected. Otonomo has encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries. If Otonomo’s assumptions regarding these risks and uncertainties, which it uses to plan and operate its business, are incorrect or change, or if Otonomo does not address these risks successfully, its results of operations could differ materially from its expectations and its business, financial condition and results of operations could be adversely affected.

During the fourth quarter of 2022, Otonomo commenced the Cost Reduction Initiative, which included a workforce reduction of a significant number of employees in connection with Otonomo adjusting its budget for 2023 to focus on managing expenses and preserving operating capital to achieve its growth and profitability goals. In connection with the Cost Reduction Initiative, Otonomo sunsetted its artificial intelligence (AI) platform, which was capable of transforming behavioral data into actionable insights (“MI services”) in December 2022 and sunsetted its Connected Vehicle Data services in April 2023.

The Cost Reduction Initiative was completed in the second quarter of 2023. As a result of completing the Cost Reduction Initiative, Otonomo anticipates that it will recognize substantial cost savings. The estimates of the

charges and expenditures that Otonomo expects to incur in connection with the workforce reduction, and timing thereof, are subject to a number of assumptions, including local law requirements in various jurisdictions, and Otonomo may incur costs that are greater than it currently expects in connection with the Cost Reduction Initiative.

The Cost Reduction Initiative may yield unintended consequences and costs (financial or otherwise), such as the loss of institutional knowledge and expertise, employee attrition beyond Otonomo’s intended reduction in force, a reduction in morale among its remaining employees, greater-than-anticipated costs incurred in connection with implementing the restructuring process, and the risk that Otonomo may not achieve the benefits from the Cost Reduction Initiative to the extent or as quickly as it anticipates, all of which may have a material adverse effect on its results of operations or financial condition. These restructuring initiatives could place substantial demands on its management and employees, which could lead to the diversion of its management’s and employees’ attention from other business priorities. In addition, while certain positions have been eliminated in connection with the Cost Reduction Initiative, certain functions necessary to Otonomo’s reduced operations remain, and Otonomo may be unsuccessful in distributing the duties and obligations of departed employees among its remaining employees or external service providers, which could result in disruptions to its operations. Otonomo may also discover that the workforce reduction and other restructuring efforts will make it difficult for it to pursue new opportunities and initiatives and require it to hire qualified replacement personnel, which may require it to incur additional and unanticipated costs and expenses.

Otonomo has a limited operating history with a history of losses and expects to incur significant expenses and continuing losses for the foreseeable future.

Otonomo has incurred net losses on an annual basis since its inception. Otonomo incurred net losses of approximately $131.1 million and $30.9 million for the years ended December 31, 2022 and 2021, respectively. Otonomo believes that it will continue to incur operating and net losses each quarter for the foreseeable future.

Otonomo expects to continue to invest its efforts and resources into, among other things:

•

Otonomo’s engineering team, the development of new products, features and functionality and enhancements in its Connected Fleet platform and the Otonomo Connected Insurance Tech Business;

•

research and development; and

•

general administration costs, including legal costs, accounting costs, and other expenses related to being a public company.

These investments may not result in an increased revenue or growth of Otonomo’s business. Otonomo also expects that its revenue growth rate will decline over time. Accordingly, Otonomo may not be able to generate sufficient revenue to offset its expected cost increases and achieve and sustain profitability. If Otonomo fails to achieve and sustain profitability, then its business, results of operations and financial condition could be adversely affected.

Otonomo’s ability to attract new data consumers and increase revenue from existing data consumers depends in part on its ability to enhance and improve its existing services, increase adoption and usage of its services, and introduce new services. The success of any enhancements or new services depends on several factors, including timely completion, adequate quality testing, actual performance quality, market accepted pricing levels and overall market acceptance.

Enhancements, such as additional technology features, and new services, such as software licenses and data services, that it develops may not be introduced in a timely or cost effective manner, or at all due to the Cost

Reduction Initiative, and thus may not achieve the broad market acceptance necessary to generate significant revenue. Furthermore, Otonomo’s ability to increase the usage of its services depends, in part, on the development of new uses for its services, which may be delayed or not occur. Otonomo’s ability to generate usage of additional services by its data consumers may also require increasingly sophisticated and more costly sales efforts and result in a longer sales cycle. If Otonomo is unable to successfully enhance its existing services to meet evolving data consumer requirements, increase adoption and usage of its services, develop new services, or if its efforts to increase the usage of its services are more expensive than it expects, then its business, results of operations and financial condition would be adversely affected.

If Otonomo is unsuccessful at investing in growth opportunities, its business could be materially and adversely affected.

Due to the Cost Reduction Initiative, Otonomo reduced its investment in growth opportunities, including the development of new technologies and services to meet its clients’ needs. If Otonomo is unable to develop new technologies and services, data consumers do not use or license its new technologies and services, its new technologies and services do not work as intended or there are delays in the availability or adoption of its new technologies and services, then Otonomo may not be able to grow its business or growth may occur slower than anticipated. Additionally, although Otonomo expects continued growth in the vehicle data market, such growth may occur more slowly or not at all, and Otonomo may not benefit from its investments.

Any of the foregoing could have a material and adverse effect on its operating results and financial condition.

Otonomo may need to raise additional funds in the future in order to execute its business plan and these funds may not be available to it when it needs them. If Otonomo cannot raise additional funds when it needs them, its business, prospects, financial condition and operating results could be negatively affected.

Otonomo may require additional capital in the future in order to respond to technological advancements, competitive dynamics or technologies, data consumer demands, business opportunities, challenges, acquisitions or unforeseen circumstances. Otonomo may also determine to raise equity or debt financing for other reasons. For example, in order to further enhance business relationships with current or potential customers or partners, Otonomo may issue equity or equity-linked securities to such current or potential customers or partners.

Otonomo may not be able to timely secure additional debt or equity financing on favorable terms, or at all. If Otonomo raises additional funds through the issuance of equity or convertible debt or other equity-linked securities, Otonomo’s existing shareholders could experience significant dilution. In addition, any debt financing it obtains in the future, whether in the form of a credit facility or otherwise, could involve restrictive covenants relating to its capital raising activities and other financial and operational matters, which may make it more difficult for it to obtain additional capital and to pursue business opportunities, including potential acquisitions. If Otonomo is unable to obtain adequate financing or financing on terms satisfactory to it when it requires it, its ability to continue to grow or support its business and to respond to business challenges could be significantly limited. In addition, because its decision to issue debt or equity in the future will depend on market conditions and other factors beyond its control, it cannot predict or estimate the amount, timing, nature or success of its future capital raising efforts.

Otonomo relies, in part, on partnerships to grow its business. The partnerships may not produce the expected financial or operating results it expects. In addition, if Otonomo is unable to enter into partnerships or successfully maintain them, its growth may be adversely impacted.

Historically, Otonomo has relied, in part, on a variety of partnerships covering different focus areas and data to grow its business. The majority of the partnerships allow it to provide data or data services as part of services provided by the partners, thereby increasing its customer base without the need to address the customers directly.

Any partnerships Otonomo enters into may not be on favorable terms, and the expected benefits and growth from these partnerships may not materialize as planned. Otonomo may have difficulty assimilating new partnerships and their services, technologies, IT systems and personnel into its operations. IT and data security profiles of partners may not meet its technological standards and may take longer to integrate and remediate than planned. This may result in significantly greater transaction and integration costs for future partnerships than Otonomo has experienced historically, or it could mean that it will not pursue certain partnerships where the costs of integration and remediation are too significant. These difficulties could disrupt its ongoing business, increase its expenses and adversely affect its operating results and financial condition.

Despite Otonomo’s past experience, opportunities to grow its business through partnerships may not be available to it in the future.

In 2022, two customers accounted for a material portion of Otonomo’s revenues and, therefore, the loss of those customers could materially and adversely affect its business, results of operations and financial condition.

The Auto Club Group and DL Insurance Services Limited accounted for approximately 16% and 12%, respectively, of Otonomo’s revenue in 2022. The loss of these customers could result in a significant reduction of its anticipated revenues, which could materially and adversely affect its business, results of operations and financial condition.

Otonomo’s business depends on expanding its base of data and insurance service consumers and consumers increasing their use of its services, and its inability to expand its base of consumers or any loss of consumers or decline in their use of its services could materially and adversely affect its business, results of operations and financial condition.

Otonomo’s ability to grow and generate revenue growth depends, in part, on its ability to expand its base of consumers and maintain and grow its relationships with existing consumers and to have them increase their usage of its platform. If Otonomo is not successful in attracting new consumers or its existing consumers do not increase their use of its services, then its revenue growth may decline, and its results of operations may be harmed. Data consumers are charged based on the usage of its services. Many of its data consumers do not have long-term contractual financial commitments to it and, therefore, most of its data consumers may reduce or cease their use of its services at any time without penalty or termination charges. Insurance service consumer arrangement normally include committed fees as well as elements of uncommitted usage-based fees. Consumers may terminate or reduce their use of its services for any number of reasons, including if they are not satisfied with its services, the value proposition of its services or its ability to meet their needs and expectations. Otonomo cannot accurately predict consumers’ usage levels and its inability to attract new consumers or the loss of consumers or reductions in their usage levels of its services may each have a negative impact on its business, results of operations and financial condition and may slow its growth in the future if customers are not satisfied with its products, the value proposition of its products or its ability to meet their needs and expectations. If a significant number of data consumers cease using, or reduce their usage of its services, then Otonomo may be required to spend significantly more on sales and marketing than it currently plans to spend in order to maintain or increase revenue from data consumers. Such additional sales and marketing expenditures could adversely affect its business, results of operations and financial condition.

The market for mobility technology in general, and vehicle data, is subject to rapid changes, evolving industry standards, changing regulations, as well as changing customer needs, requirements, and preferences. The success of Otonomo’s business will depend, in part, on its ability to adapt and respond effectively to these changes on a timely basis. If Otonomo is unable to develop new services that satisfy its data consumers and provide

enhancements and new features for its existing services that keep pace with rapid technological and industry change, its business, results of operations and financial condition could be adversely affected. If new technologies emerge that are able to deliver competitive services at lower prices, more efficiently, more conveniently or more securely, such technologies could adversely impact Otonomo’s ability to compete effectively.

Otonomo’s platform must integrate with a variety of network, hardware, mobile and software platforms and technologies, and it needs to continuously modify and enhance its services and platform to adapt to changes and innovation in these technologies. If data providers, partners or data consumers adopt new software platforms or infrastructure, Otonomo may be required to develop new or enhanced versions of its services to work with those new platforms or infrastructure. This development effort may require significant resources, which would adversely affect its business, results of operations and financial condition. Any failure of Otonomo’s services and platform to operate effectively with evolving or new platforms and technologies could reduce the demand for its services. If Otonomo is unable to respond to these changes in a cost-effective manner, its services may become less marketable and less competitive or obsolete, and its business, results of operations and financial condition could be adversely affected.

The market for Otonomo’s services and platform is new and unproven and may decline or experience limited growth and is dependent in part on data consumers continuing to adopt its platform and use its services.

Otonomo has been developing and providing a cloud based platform, through which it serves as a vehicle data marketplace, which enables car manufacturers, drivers and service providers to be part of a connected ecosystem. This market is relatively new and unproven and is subject to a number of risks and uncertainties. Otonomo believes that its future success will significantly depend in large part on the growth, if any, of this market. The utilization of a data marketplace to obtain data on vehicles, drivers and the environment is still relatively new, and consumers may not recognize the need for, or benefits of, its services and platform. Moreover, if they do not recognize the need for and benefits of its services and platform, they may decide to adopt alternative services to satisfy some portion of their business needs. In order to grow its business and extend its market position, Otonomo should focus on educating potential customers about the benefits of its services and platform, expanding the range of its services and bringing new technologies to market to increase market acceptance and use of its platform. Otonomo’s ability to expand the market that its services and platform address depends upon a number of factors, including the cost, performance and perceived value associated with such services and platform. The market for Otonomo’s services and platform could fail to grow significantly due to the Cost Reduction Initiative or otherwise or there could be a reduction in demand for its services as a result of a lack of acceptance, technological challenges, competing services, decreases in spending by current and prospective customers, weakening economic conditions and other causes. If Otonomo’s market does not experience significant growth, or demand for its services decreases, then its business, results of operations, and financial condition could be adversely affected.

Otonomo relies extensively upon vehicle data from a variety of external providers to provide its services, including data from vehicle manufacturers (“OEMs”), vehicle fleet operators, and mobile devices. Otonomo’s data providers could increase restrictions on its use of such data, increase the price they charge it for data, or refuse altogether to license the data to it. In addition, during the term of any data supply contract, providers may fail to adhere to its data quality control standards or fail to deliver data. Further, although no single individual data provider is material to its business, if a number of providers collectively representing a significant amount of data that it uses for one or more of its services were to impose additional contractual restrictions on its use of or access to data, fail to adhere to its quality-control standards, repeatedly fail to deliver data or refuse to provide

data, now or in the future, its ability to provide those services to its clients could be materially adversely impacted, which may harm its operating results and financial condition. In addition, if a number of providers collectively representing a significant amount of data that it uses are no longer able or are unwilling to provide it with certain data, Otonomo may need to find alternative providers.

If Otonomo is unable to identify and contract with suitable alternative data providers and efficiently and effectively integrate these data sources into its service offerings, it could experience service disruptions, increased costs, and reduced quality and availability of its services. Moreover, some of its data providers compete with it in certain service offerings, which may make it vulnerable to unpredictable price increases from them and they may elect to stop providing data to it. Significant price increases could have a material adverse effect on its operating margins and its financial position, in particular if Otonomo is unable to arrange for substitute replacement data suppliers on favorable economic terms. There can be no assurance that Otonomo would be able to obtain data from alternative suppliers if its current suppliers become unavailable. Loss of such access or the availability of data in the future on commercially reasonable terms, or at all, may reduce the quality and availability of its services, which could have a material adverse effect on its business, financial condition, and results of operations.

Some of its data suppliers face similar regulatory requirements as Otonomo does and, consequently, they may cease to be able to provide data to it or may substantially increase the fees they charge it for this data, which may make it financially burdensome or impossible for it to acquire data that is necessary to offer services. Many consumer advocates, privacy advocates, and government regulators believe that existing laws and regulations do not adequately protect privacy or ensure the accuracy of personal data. As a result, such advocates and regulators are seeking further restrictions on the dissemination or commercial use of personal information to the public and private sectors, as well as contemplating requirements relative to data accuracy and the ability of consumers to opt to have their personal data removed from databases such as Otonomo’s. Any future laws, regulations, or other restrictions limiting the dissemination or use of personal information may reduce the quality and availability of the data necessary for its products and services, which could have a material adverse effect on its business, financial condition, and results of operations.

If Otonomo is unable to expand its relationships with existing OEMs and vehicle fleet operators and add new OEMs and vehicle fleet operators and other data providers, its business, results of operations and financial condition could be adversely affected.

Otonomo believes that its business depends in part upon developing and expanding strategic relationships with OEMs and vehicle fleet operators and other data providers. OEMs and vehicle fleet operators provide much of the data it provides as part of its services. As demand grows for data-driven products and services and customer groups join the ecosystem and expand their usage of external data, it will need to be able to provide the data in order to meet increasing market needs.

If Otonomo fails to expand its relationships with existing OEMs and vehicle fleet operators or establish relationships with new OEMs and vehicle fleet operators and other data providers in a timely and cost effective manner, or at all, it will be unable to grow its business and meet its customers’ needs, which would adversely affect its business, results of operations and financial condition.

Any failure to offer high quality user support may adversely affect its relationships with its consumers and prospective consumers, and adversely affect its business, results of operations and financial condition.

Many of its customers depend on its customer support team to assist them in deploying its services effectively to help them to resolve post-deployment issues quickly, and to provide ongoing support. If Otonomo does not devote sufficient resources or are otherwise unsuccessful in assisting its consumers effectively, it could adversely affect its ability to retain existing consumers and could prevent prospective consumers from adopting its services. Otonomo may be unable to respond quickly enough to accommodate short-term increases in demand for

customer support. Otonomo also may be unable to modify the nature, scope and delivery of its customer support to compete with changes in the support services provided by its competitors. Increased demand for customer support, without corresponding revenue, could increase costs and adversely affect its business, results of operations and financial condition. Otonomo’s revenues are highly dependent on its business reputation. Any failure to maintain high quality customer support, or a market perception that Otonomo does not maintain high quality customer support, could erode customer trust and adversely affect its reputation, business, results of operations and financial condition.

Adverse conditions in the automotive industry or the global economy more generally could have adverse effects on its results of operations.

Otonomo’s business is directly affected by, and significantly dependent on, business cycles and other factors affecting the global automobile industry and global economy generally. Automotive production and sales are highly cyclical and depend on general economic conditions and other factors, including consumer spending and preferences, changes in interest rates and credit availability, consumer confidence, fuel costs, fuel availability, environmental impact, governmental incentives and regulatory requirements and political volatility, especially in energy-producing countries and growth markets. In addition, automotive production and sales can be affected by its automotive OEM customers’ ability to continue operating in response to challenging economic conditions and in response to regulatory requirements and other factors. The volume of automotive production in North America, Europe and the rest of the world has fluctuated, sometimes significantly, from year to year.

Otonomo expects any such fluctuations to give rise to fluctuations in the demand for its products. Reductions in automotive sales could slow the increasing connectivity of vehicles, as new vehicles have greater connectivity that older ones, and would slow the demand for data-driven products and services. In addition, a reduction in the number of vehicles would reduce the potential number of data consumers for its services. Any significant adverse change in automotive production and sales could have a material adverse effect on its business, results of operations and financial condition.

The market in which Otonomo participates is intensely competitive, and if Otonomo does not compete effectively, its business, results of operations and financial condition could be harmed.

The market for vehicle data is rapidly evolving and highly competitive, with relatively low barriers to entry in some areas. Otonomo’s future success will depend on its ability to maintain its lead by continuing to develop and protect from infringement advanced technology in a timely manner and to stay ahead of existing and new competitors. Otonomo currently faces competition from a range of companies seeking to establish and develop relationships with OEMs and other data providers. Otonomo’s competitors are also working to advance technology, performance and innovation in their development of new and improved solutions.

Otonomo’s direct competitors focus on data provision, services to manage and structure data and consent management. Otonomo’s indirect competitors include service providers and personal use case companies, which focus on enabling services via APIs and connecting service providers with customers’ personally identifiable information (“PII”), as well as industry-specific data and service providers for location-based services, fleet management and repair and maintenance. Additionally, technology companies, such as Google and Alibaba, and vehicle operating system providers, such as Huawei and Baidu, are potential competitors to its platform, as are companies providing cloud computing platforms and APIs, such as Amazon Web Services and Microsoft. In addition, Otonomo faces potential competition from its vertically integrated data providers which may elect to directly provide more data-related services as part of their business.

The principal competitive factors in its market include completeness of offering, ease of integration and programmability, product features, platform scalability, and performance and cost.

Some of Otonomo’s competitors and potential competitors are larger and have greater name recognition, longer operating histories, more established customer relationships, larger budgets and significantly greater resources

than it does. In addition, some have the operating flexibility to bundle competing products and services at little or no perceived incremental cost, including offering them at a lower price as part of a larger sales transaction. As a result, Otonomo’s competitors may be able to respond more quickly and effectively than it can to new or changing opportunities, technologies, standards or customer requirements. These effects may be magnified if Otonomo is unable to continue to pursue innovative solutions and offerings due to the Cost Reduction Initiative or otherwise.

With the introduction of new services and new market entrants, Otonomo expects competition to intensify in the future. Increased competition may result in pricing pressure and reduced margins and may impede its ability to increase the sales of its products or cause it to lose market share, any of which will adversely affect its business, results of operations and financial condition.

Otonomo expects its results of operations to fluctuate on a quarterly and annual basis, which could cause the price of its securities to fluctuate or decline.

Otonomo’s quarterly results of operations have fluctuated in the past and may vary significantly in the future. As such, historical comparisons of its operating results may not be meaningful. Accordingly, the results of any one quarter should not be relied upon as an indication of future performance. Otonomo’s quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of its control and may not fully reflect the underlying performance of its business. These fluctuations could adversely affect its ability to meet its expectations or those of securities analysts or investors. If Otonomo does not meet these expectations for any period, the value of its business and its securities could decline significantly. Factors that may cause these quarterly fluctuations include, without limitation, those listed below:

•

The timing of revenues generated in any quarter;

•

Pricing changes Otonomo may adopt to drive market adoption or in response to competitive pressure;

•

Otonomo’s ability to retain its existing customers and attract new customers;

•

Otonomo’s ability to integrate acquired companies and businesses;

•

Otonomo’s ability to develop, introduce and sell services and products in a timely manner that meet customer requirements;

•

Disruptions in its sales channels or termination of its relationship with partners;

•

Delays in customers’ purchasing cycles or deferments of customers’ purchases in anticipation of new services or updates from it or its competitors;

•

Fluctuations in demand pressures for its products;

•

The mix of services sold in any quarter;

•

The timing and rate of broader market adoption of its data service platform;

•

Market acceptance of its services and further technological advancements by its competitors and other market participants;

•

Any change in the competitive dynamics of its markets, including consolidation of competitors, regulatory developments and new market entrants;

•

Changes in the source, cost, availability of and regulations pertaining to materials it uses;

•

Adverse litigation, judgments, settlements or other litigation-related costs, or claims that may give rise to such costs;

•

Foreign currency fluctuations, interest rates, inflation, recession risks and economic recovery timing; and

•

General economic, industry and market conditions, including trade disputes.

Changes in tax laws or exposure to additional income tax liabilities could affect its future profitability.

Factors that could materially affect its future, effective tax rates, include but are not limited to:

•

Changes in tax laws or the regulatory environment;

•

Changes in accounting and tax standards or practices;

•

Changes in the composition of operating income by tax jurisdiction; and

•

Otonomo’s operating results before taxes.

Otonomo’s effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be recorded under U.S. GAAP, changes in the composition of earnings in countries with differing tax rates, changes in deferred tax assets and liabilities, or changes in tax laws.

Changes in its product mix may impact its financial performance.

Otonomo’s financial performance can be affected by the mix of services it sells during a given period. If Otonomo’s sales include more of the lower gross margin services than higher gross margin products, its results of operations and financial condition may be adversely affected. There can be no guarantees that it will be able to successfully alter its service mix so that Otonomo is selling more of its high gross margin products.

Otonomo is highly dependent on the services of its CEO and founder, Benjamin Volkow.

Otonomo is highly dependent on its CEO and founder, Benjamin Volkow. Mr. Volkow has acted as its Chief Executive Officer since its inception, and as such, is deeply involved in all aspects of its business, including product development. The loss of Mr. Volkow would adversely affect its business because this could make it more difficult to, among other things, compete with other market participants, manage its R&D activities and retain existing customers or cultivate new ones. Negative public perception of, or negative news related to, Mr. Volkow may adversely affect its brand, relationship with customers or standing in the industry.

Otonomo’s business depends on its ability to attract and retain highly skilled personnel and senior management.

Competition for highly-skilled personnel is often intense, especially in Israel, where its principal office is located, and Otonomo may incur significant costs to attract them. Otonomo may face challenges in attracting or retaining qualified personnel to fulfill its current or future needs. Otonomo has, from time to time, experienced, and Otonomo expects to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. As a result of the intense competition for qualified human resources, the technology market has also experienced, and may continue to experience, significant wage inflation. Accordingly, Otonomo’s efforts to attract, retain and develop personnel may also result in significant additional expenses, which could adversely affect its profitability. Furthermore, job candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. If the perceived value of its equity or equity awards declines, it may adversely affect Otonomo’s ability to retain highly skilled employees. During the fourth quarter of 2022, Otonomo authorized a workforce reduction (as part of its restructuring process) which resulted in a reduced headcount of approximately 100 employees worldwide. The workforce reduction may make it more difficult to preserve Otonomo’s company culture and may negatively impact employee morale. Otonomo’s success depends in part on the attraction, retention and motivation of executive personnel critical to the business and its operations. If Otonomo fails to attract new personnel or fails to retain and motivate its current personnel, it could face disruptions in its operations, strategic relationships, key information, expertise or know-how and unanticipated recruitment and onboarding costs, and its business and future growth prospects could be adversely affected.

Otonomo’s sales and operations in international markets expose it to operational, financial and regulatory risks.

A core component of Otonomo’s growth strategy is international expansion. While Otonomo has committed resources to expanding its international operations and sales channels, these efforts may not be successful. International operations are subject to a number of other risks, including:

•

Foreign currency exchange rate fluctuations; political and economic instability, international terrorism and anti-American sentiment, particularly in emerging markets;

•

Rising inflation in the economies in which Otonomo operates and its ability to control costs, including operating expenses;

•

Potential for violations of anti-corruption laws and regulations, such as those related to bribery and fraud;

•

Preference for locally branded products, and laws and business practices favoring local competition;

•

Potential consequences of, and uncertainty related to, the “Brexit” process in the United Kingdom, which could lead to additional expense and complexity in doing business there;

•

Delayed revenue recognition;

•

Less effective protection of intellectual property;

•

Stringent regulation of the autonomous or other systems, or products using its products and rigorous consumer protection and product compliance regulations, including but not limited to General Data Protection Regulation in the European Union, European competition law, the Restriction of Hazardous Substances directive, the Waste Electrical and Electronic Equipment directive and the European Ecodesign directive that are costly to comply with, and may vary from country to country;

•

Difficulties and costs of staffing and managing foreign operations;

•

Import and export laws and the impact of tariffs; and

•

Changes in local tax and customs duty laws or changes in the enforcement, application or interpretation of such laws.

As a result of these and other factors, international expansion may be more difficult, take longer and not generate the results Otonomo anticipates, which could negatively impact its growth and business.

Otonomo’s business is subject to the risks of earthquakes, fire, floods and other natural catastrophic events, global pandemics, and interruptions by man-made problems, such as network security breaches, computer viruses or terrorism. Material disruptions of its business or information systems resulting from these events could adversely affect its operating results.

A significant natural disaster, such as an earthquake, fire, flood or significant power outage or other similar events, such as infectious disease outbreaks or pandemic events (such as the COVID-19 pandemic), could have an adverse effect on its business and operating results. In addition, natural disasters, acts of terrorism or war, including the ongoing invasion of Ukraine by Russia, could cause disruptions in its remaining business operations, its or its customers’ or partners’ businesses, its data providers or the economy as a whole. Otonomo also relies on information technology systems to communicate among its workforce and with third parties. Any disruption to its communications, whether caused by a natural disaster or by man-made problems, such as power disruptions, could adversely affect its business. Otonomo does not have a formal disaster recovery plan or policy in place and does not currently require that its suppliers’ partners have such plans or policies in place. To the extent that any such disruptions result in delays or cancellations of orders or impede its suppliers’ ability to timely deliver product components, or the deployment of its products, its business, operating results and financial condition would be adversely affected.

Otonomo is exposed to fluctuations in currency exchange rates that could adversely affect its financial results.

Otonomo faces exposure to movements in currency exchange rates, which may cause its revenue and operating results to differ materially from expectations. Fluctuations in the value of the U.S. dollar versus foreign currencies may impact its operating results when translated into U.S. dollars. Thus, its results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign currency exchange rates. As exchange rates vary, revenue, cost of revenue, operating expenses and other operating results, when re-measured, may differ materially from expectations. In addition, its operating results are subject to fluctuation if its mix of U.S. and foreign currency denominated transactions and expenses change in the future. Although Otonomo may apply certain strategies to mitigate foreign currency risk, these strategies might not eliminate its exposure to foreign exchange rate fluctuations and would involve costs and risks of their own, such as ongoing management time and expertise, external costs to implement the strategies and potential accounting implications.

Breaches of its networks or systems, or those of its data providers or partners, could degrade its ability to conduct its business, compromise the integrity of its products, platform and data, result in significant data losses and the theft of its intellectual property, damage its reputation, expose it to liability to third parties and require it to incur significant additional costs to maintain the security of its networks and data.

Otonomo depends upon its IT systems to conduct virtually all of its business operations, ranging from its internal operations and research and development activities to its marketing and sales efforts and communications with its customers and business partners. Individuals or entities may attempt to penetrate its network security, or that of its platform, and to cause harm to its business operations, including by misappropriating proprietary information or that of its data suppliers, data consumers, partners and employees or to cause interruptions of its products and platform. In general, cyberattacks and other malicious internet-based activity continue to increase in frequency and magnitude, and cloud-based companies have been targeted in the past and are likely to continue to be targeted in the future. In addition to threats from traditional computer hackers, malicious code (such as malware, viruses, worms, and ransomware), employee theft or misuse, password spraying, phishing, credential stuffing, and denial-of-service attacks, Otonomo also faces threats from sophisticated organized crime, nation-state, and nation-state supported actors who engage in attacks (including advanced persistent threat intrusions) that add to the risk to its systems (including those hosted on AWS or other cloud services), internal networks, its customers’ systems and the information that they store and process.

While Otonomo devotes significant financial and personnel resources to implement and maintain security measures, because the techniques used by such individuals or entities to access, disrupt or sabotage devices, systems and networks change frequently and may not be recognized until launched against a target, Otonomo may be required to make further investments over time to protect data and infrastructure as cybersecurity threats develop, evolve and grow more complex over time. Otonomo may also be unable to anticipate these techniques, and Otonomo may not become aware in a timely manner of security breaches, which could exacerbate any damage it experiences. Additionally, Otonomo depends upon its employees and contractors to appropriately handle confidential and sensitive data, including customer data, and to deploy its IT resources in a safe and secure manner that does not expose its network systems to security breaches or the loss of data. Any data security incidents, including internal malfeasance or inadvertent disclosures by its employees or a third party’s fraudulent inducement of its employees to disclose information, unauthorized access or usage, introduction of a virus or similar breach or disruption of it or its service providers, such as AWS, could result in loss of confidential information, damage to its reputation, erosion of customer trust, loss of customers, litigation, regulatory investigations, fines, penalties and other liabilities. Accordingly, if its cybersecurity measures or its service providers fail to protect against unauthorized access, attacks (which may include sophisticated cyberattacks), or the mishandling of data by its employees and contractors, then its reputation, business, results of operations and financial condition could be adversely affected. While Otonomo maintains errors, omissions, and cyber liability insurance policies covering certain security and privacy damages, it cannot be certain that its existing insurance coverage will continue to be available on acceptable terms or will be available in sufficient amounts to cover the potentially significant losses that may result from a security incident or breach or that the insurer will not deny coverage as to any future claim.

Any disruption of service at the Cloud Service Providers that host its platform could harm its business.

Otonomo currently hosts its platform primarily using AWS, and, to a lesser extent, Microsoft Azure and Google Cloud, referred to as its Cloud Service Providers. Otonomo’s continued growth depends on the ability of its customers to access its platform at any time and within an acceptable amount of time.

Although Otonomo has disaster recovery plans, including the use of multiple Cloud Service Provider locations, any incident affecting its Cloud Service Provider infrastructure that may be caused by fire, flood, severe storm, earthquake or other natural disasters, cyber-attacks, terrorist or other attacks, and other similar events beyond its control could negatively affect its platform and its ability to deliver its services to its customers. A prolonged Cloud Service Provider disruption affecting its platform for any of the foregoing reasons would negatively impact its ability to serve its customers and could damage its reputation with current and potential customers, expose it to liability, cause it to lose customers or otherwise harm its business. Otonomo may also incur significant costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events that damage the Cloud Service Providers it uses.

In the event that its Cloud Service Provider service agreements are terminated, or there is a lapse of service, Otonomo would experience interruptions in access to its platform as well as significant delays and additional expense in arranging new facilities and services and/or re-architecting its solutions for deployment on a different cloud infrastructure, which would adversely affect its business, operating results and financial condition.

Climate change and related environmental issues may have an adverse effect on its business, financial condition and operating results.

Climate change related events, such as increasing temperatures, rising sea levels and changes to patterns and intensity of wildfires, hurricanes, floods, other storms and severe weather-related events and natural disasters, may have an adverse effect on its business, financial condition and operating results. Otonomo recognizes that there are inherent climate related risks regardless of how and where it conducts its operations. For example, a catastrophic natural disaster could negatively impact the locations of its customers and suppliers. Access to clean water and reliable energy in the communities where Otonomo conducts its operations is critical to it. Accordingly, a natural disaster has the potential to disrupt its and its customers’ businesses and may cause it to experience work stoppages, project delays, financial losses and additional costs to resume operations, including increased insurance costs or loss of cover, legal liability and reputational losses.

If Otonomo is unable to maintain The Floow’s existing relationships with insurance companies or establish new relationships with insurance companies, its business, results of operations, financial condition and growth potential could be adversely affected.

Otonomo believes that the success of its business depends in part upon developing and expanding relationships with insurance companies. The Floow’s revenue depends, in large part, on revenue associated with its data refinery platform and telematics services, each of which primarily comes from insurance company customers. Otonomo’s inability to maintain these existing relationships with the Floow’s insurance company customers or establish new relationships with insurance companies could adversely affect its business, results of operations, financial condition and growth potential.

Changes in the practices of insurance companies in the markets in which Otonomo provides its telematics services could adversely affect its business, results of operations, financial condition and growth potential.

The Floow’s business depends, in part, on the existing practices of insurance companies in the markets in which Otonomo provides The Floow’s data refinery platform and sell its telematics services. Among other items, Otonomo relies on insurance companies’ continued practice of:

•

accepting vehicle location as a preferred security product;

•

requiring or providing a premium discount for using location and recovery services and products; and

•

mandating or encouraging the use of its telematics services, or similar services and products, for drivers.

If any or all of these policies or practices change, revenues from The Floow’s data refinery platform and sales of its telematics services could decline, which could adversely affect its business, results of operations, financial condition and growth potential.

The markets for its telematics services and products are highly competitive. Otonomo competes primarily on the basis of the technological innovation, quality and price of its services and products. The telematics services market and the related telematics products market are extremely competitive due to the existence of a wide variety of competing services and products and alternative technologies that offer various levels of personalized product and driver coaching capabilities, including global positioning systems, or GPS, satellite- or network-based cellular systems and direction-finding homing technologies. Providers of competing services or products may extend their offerings to the locations in which Otonomo operates, or new competitors may enter the telematics services market. Some of these competing products have greater brand recognition than its telematics products. Increased competition in the telematics services and products space could adversely affect its business, results of operations, financial condition and growth potential.

Failure to effectively combine vehicle and mobile data from Otonomo and The Floow could adversely affect its growth potential.

Otonomo believes the combination of vehicle and mobile data from Otonomo and The Floow will be crucial to enabling innovative, usage-based and behavioral-based insurance products and to move from “detect and repair” to “predict and prevent” models to create safer, greener and smarter driving experiences for policy holders; however, Otonomo may experience technical and operational challenges in performing this data combination and/or the ultimate results may not be as predictive of risk as anticipated. In the event that Otonomo experiences these challenges or the results are not as predictive as anticipated, Otonomo may not realize the full benefits Otonomo anticipates from the combination of vehicle and mobile data from Otonomo and The Floow and its business and results of operations could be adversely affected.

The Floow relies, in part, on strategic relationships to grow its business. The partnerships may not produce the expected financial or operating results Otonomo expects.

The Floow enjoys long-standing strategic partnerships, including its strategic partnership with Munich Re, that are important to growing its business. There is no guarantee that these partnerships will continue in the future or that such partnerships will continue on favorable terms. In addition, it is possible that such strategic partners may instead engage with its competitors. These partnerships may not produce the expected financial or operating results Otonomo expects and could disrupt its ongoing business, increase its expenses and adversely affect its operating results and financial condition.

Insurance products are highly regulated in the United States and other countries in which Otonomo operates.

The markets for insurance products are highly affected by governmental regulation in the United States and in other countries in which Otonomo operates and these regulations are subject to change. Failure to comply with applicable regulations and quality assurance guidelines, or increases in the costs associated with efforts to comply with such regulations and guidelines, could lead to changes in its products and services, which could have a material adverse effect on its business, financial condition and results of operations.

Risks Related to Otonomo’s Intellectual Property

Otonomo may not be able to adequately protect or enforce its intellectual property rights or prevent unauthorized parties from copying or reverse engineering its solutions. Otonomo’s efforts to protect and enforce its intellectual property rights and prevent third parties from violating its rights may be costly.

The success of its services and its business depends in part on its ability to obtain patents and other intellectual property rights and maintain adequate legal protection for its products in the United States and other international jurisdictions. Otonomo relies on a combination of patent, copyright, service mark, and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect its proprietary rights, all of which provide only limited protection. Otonomo cannot assure you that any patents will be issued with respect to its currently pending patent applications, including in a manner that gives it adequate defensive protection or competitive advantages, if at all, or that any of its patents will not be challenged, invalidated or circumvented. Otonomo has filed for patents in the United States and in certain international jurisdictions, but such protections may not be available in all countries in which Otonomo operates or in which Otonomo seeks to enforce its intellectual property rights or may be difficult to enforce in practice. Otonomo cannot be certain that the steps it has taken will prevent unauthorized use of its technology or the reverse engineering of its technology. Moreover, others may independently develop technologies that are competitive to it or infringe its intellectual property.

Protecting against the unauthorized use of its intellectual property, products and other proprietary rights is expensive and can be difficult, particularly with respect to international jurisdictions. Unauthorized parties may attempt to copy or reverse engineer its solutions or certain aspects of its solutions that are considered proprietary. Litigation may be necessary in the future to enforce or defend its intellectual property rights, to prevent unauthorized parties from copying or reverse engineering its solutions, to determine the validity and scope of the proprietary rights of others or to block the importation of infringing products into the U.S. Any such litigation, regardless of merit, could be costly, divert the attention of management and may not ultimately be resolved in its favor.

Effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which its products are available and competitors based in other countries may sell infringing products in one or more markets. An inability to adequately protect and enforce its intellectual property and other proprietary rights or an inability to prevent authorized parties from copying or reverse engineering its smart vision solutions or certain aspects of its solutions that Otonomo considers proprietary could adversely affect its business, operating results, financial condition and prospects.

In addition to patented technology, Otonomo relies on its unpatented proprietary technology, trade secrets, processes and know-how.

Otonomo relies on proprietary information (such as trade secrets, know-how and confidential information) to protect intellectual property that may not be patentable or subject to copyright, trademark, trade dress or service mark protection, or that it believes is best protected by means that do not require public disclosure.

Otonomo generally seeks to protect this proprietary information by entering into confidentiality agreements, or consulting, services or employment agreements that contain non-disclosure and non-use provisions with its employees, consultants, contractors and third parties. However, Otonomo may fail to enter into the necessary agreements, and even if entered into, these agreements may be breached or may otherwise fail to prevent disclosure, third-party infringement or misappropriation of its proprietary information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. Otonomo has limited control over the protection of trade secrets used by its current or future manufacturing partners and suppliers and could lose future trade secret protection if any unauthorized disclosure of such information occurs. In addition, its proprietary information may otherwise become known or be independently developed by its competitors or other third parties. To the extent that its employees, consultants, contractors, advisors and other third parties use intellectual property owned by others in their work for it,

disputes may arise as to the rights in related or resulting know-how and inventions. Costly and time-consuming litigation could be necessary to enforce and determine the scope of its proprietary rights, and failure to obtain or maintain protection for its proprietary information could adversely affect its competitive business position. Furthermore, laws regarding trade secret rights in certain markets where Otonomo operates may afford limited or no protection to its trade secrets.

Otonomo also relies on physical and electronic security measures to protect its proprietary information, but it cannot provide assurance that these security measures will not be breached or that these measures will provide adequate protection. There is a risk that third parties may obtain and improperly utilize its proprietary information to its competitive disadvantage. Otonomo may not be able to detect or prevent the unauthorized use of such information or take appropriate and timely steps to enforce its intellectual property rights.

Third-party claims that Otonomo is infringing intellectual property, whether successful or not, could subject it to costly and time-consuming litigation or expensive licenses, and its business could be adversely affected.

Although Otonomo has pending patents related to its products, a number of companies, both within and outside of the vehicle data service industry, hold other patents covering systems and methods for processing vehicle requests. In addition to these patents, participants in this industry typically also protect their technology, especially embedded software, through copyrights and trade secrets. As a result, there is frequent litigation based on allegations of infringement, misappropriation or other violations of intellectual property rights. Otonomo may receive, in the future, inquiries from other intellectual property holders and may become subject to claims that it infringes their intellectual property rights, particularly as it expands its presence in the market. In addition, third parties may claim that the names and branding of its products infringe their trademark rights in certain countries or territories. If such a claim were to prevail, Otonomo may be liable for damages, be forced to change the branding of its products in the affected territories, or may be required to pay royalties for a license (if a license is available at all).

Otonomo currently has a number of agreements in effect pursuant to which it has agreed to defend, indemnify and hold harmless its customers, suppliers, and partners from damages and costs which may arise from the infringement by its products of third-party patents or other intellectual property rights. The scope of these indemnity obligations varies, but may, in some instances, include indemnification for damages and expenses, including attorneys’ fees. Otonomo’s insurance may not cover all intellectual property infringement claims. A claim that its products infringe a third party’s intellectual property rights, even if without merit, could adversely affect its relationships with its customers, may deter future customers from purchasing its products and could expose it to costly litigation and settlement expenses. Even if Otonomo is not a party to any litigation between a customer and a third party relating to infringement by its products, an adverse outcome in any such litigation could make it more difficult for it to defend its products against intellectual property infringement claims in any subsequent litigation in which Otonomo is a named party. Any of these results could adversely affect its brand and operating results.

Otonomo’s defense of intellectual property rights claims brought against it or its customers, suppliers and channel partners, with or without merit, could be time-consuming, expensive to litigate or settle, divert management resources and attention and force it to acquire intellectual property rights or licenses, which may involve substantial royalty or other payments and may not be available on acceptable terms or at all. Further, a party making such a claim, if successful, could secure a judgment that requires it to pay substantial damages or obtain an injunction. An adverse determination also could invalidate its intellectual property rights and adversely affect its ability to offer its products to its customers and may require that it procures or develops substitute products that do not infringe, which could require significant effort and expense. Any of these events could adversely affect its business, operating results, financial condition and prospects.

Weakened global economic conditions may harm its industry, business and results of operations.

Otonomo’s overall performance depends in part on worldwide economic conditions. Global financial developments and downturns seemingly unrelated to it or the software industry may harm it. The United States

and other key international economies have been affected from time to time by falling demand for a variety of goods and services, restricted credit, poor liquidity, reduced corporate profitability, volatility in credit, equity and foreign exchange markets, bankruptcies, inflation and overall uncertainty with respect to the economy, including tariff and trade issues. Weak economic conditions or significant uncertainty regarding the stability of financial markets related to stock market volatility, inflation, recession, changes in tariffs, trade agreements or governmental fiscal, monetary and tax policies, among others, could adversely impact its business, financial condition and operating results. Further, weak market conditions have, and could in the future result in, the impairment of its investments and long-lived assets.

Further, the economies of countries in Europe have been experiencing weakness associated with high sovereign debt levels, weakness in the banking sector, uncertainty over the future of the Euro zone and volatility in the value of the pound sterling and the Euro and instability resulting from the ongoing conflict between Russia and Ukraine. The effect of the conflict between Russia and Ukraine, including any resulting sanctions, export controls or other restrictive actions that may be imposed against governmental or other entities in, for example, Russia, have in the past contributed and may in the future contribute to disruption, instability and volatility in the global markets. Otonomo has operations, as well as current and potential new customers, throughout Europe. If economic conditions in Europe and other key markets for its platform continue to remain uncertain or deteriorate further, it could adversely affect its customers’ ability or willingness to subscribe to its platform, delay prospective customers’ purchasing decisions, reduce the value or duration of their subscriptions or affect renewal rates, all of which could harm its operating results.

More recently, global inflation rates have increased to levels not seen in several decades, which may result in decreased demand for its products and services, increases in its operating costs, including its labor costs, constrained credit and liquidity, reduced government spending and volatility in financial markets. The Federal Reserve and other international government agencies have raised, and may again raise, interest rates in response to concerns over inflation risk. Increases in interest rates on credit and debt that would increase the cost of any borrowing that Otonomo may engage in from time to time and could impact its ability to access the capital markets. Increases in interest rates, especially if coupled with reduced government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening these risks. In an inflationary environment, Otonomo may be unable to raise the sales prices of its products and services at or above the rate at which its costs increase, which could/would reduce its profit margins and have a material adverse effect on its financial results and net income. Otonomo also may experience lower than expected sales and potential adverse impacts on its competitive position if there is a decrease in consumer spending or a negative reaction to its pricing. A reduction in its revenue would be detrimental to its profitability and financial condition and could also have an adverse impact on its future growth.

There continues to be uncertainty in the changing market and economic conditions, including the possibility of additional measures that could be taken by the Federal Reserve and other domestic and international government agencies, related to concerns over inflation risk. A sharp rise in interest rates could have an adverse impact on the fair market value of certain securities in its portfolio and investments in some financial instruments could pose risks arising from market liquidity and credit concerns, which could adversely affect its financial results.

The current economic downturn may lead to decreased demand for its products and services and otherwise harm its business and results of operations.

Otonomo’s overall performance depends, in part, on worldwide economic conditions. In recent months, Otonomo has observed increased economic uncertainty in the United States and abroad. Impacts of such economic weakness include:

•

lower overall demand for goods and services, leading to reduced profitability;

•

reduced credit availability;

•

higher borrowing costs;

•

reduced liquidity;

•

volatility in credit, equity and foreign exchange markets; and

•

bankruptcies.

These developments could lead to inflation, higher interest rates, and uncertainty about business continuity, which may adversely affect its business and its results of operations. As its customers react to global economic conditions and the potential for a global recession, Otonomo may see them reduce spending on its products and take additional precautionary measures to limit or delay expenditures and preserve capital and liquidity. Reductions in spending, delays in purchasing decisions, lack of renewals, inability to attract new customers, as well as pressure for extended billing terms or pricing discounts, would limit its ability to grow its business and could negatively affect its operating results and financial condition.

Legal and Regulatory Risks Related to Otonomo’s Business

Otonomo’s operations and platform are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, data protection and information security, and its data consumers may be subject to regulations related to the handling and transfer of certain types of sensitive and confidential information. Any failure of its platform and operations to comply with or enable data consumers to comply with applicable laws and regulations would harm its business, results of operations and financial condition.

Privacy is at the core of its technology. As a result, the platform and marketplace were designed to take into consideration the requirements of the General Data Protection Regulation 2016/679 (“GDPR”) and CCPA. Otonomo has and continue to invest time and resources, including the review of its technology and systems to ensure its taking into consideration the requirements of applicable data privacy laws.

Otonomo and its data providers and data consumers may be subject to privacy and data protection-related laws and regulations that impose obligations in connection with the collection, processing and use of personal data. The U.S. federal and various state and foreign governments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personal data of individuals. The U.S. Federal Trade Commission and numerous state attorneys general are applying federal and state consumer protection laws to impose standards on the online collection, use and dissemination of data, and to the security measures applied to such data.

Similarly, many foreign countries and governmental bodies, including the EU member states, have laws and regulations concerning the collection and use of personal data obtained from EU residents or by businesses operating within their jurisdiction. For example, from January 1, 2021, Otonomo is subject to the GDPR and also the UK GDPR, which, together with the amended UK Data Protection Act 2018, retains the GDPR in UK national law. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security of personal data that identifies or may be used to identify an individual, such as names, telephone numbers, email addresses, vehicle identification number, GPS location and, in some jurisdictions, IP addresses and other online identifiers.

For example, the GDPR, and national implementing legislation in the European Economic Area (“EEA”) member states and the United Kingdom, impose a strict data protection compliance regime including: providing detailed disclosures about how personal data is collected and processed (in a concise, intelligible and easily accessible form); demonstrating that an appropriate legal basis is in place or otherwise exists to justify data processing activities; granting new rights for data subjects in regard to their personal data (including the right to be “forgotten” and the right to data portability), as well as enhancing current rights (e.g., data subject access requests); introducing the obligation to notify data protection regulators or supervisory authorities (and in certain cases, affected individuals) of significant data breaches; defining for the first time pseudonymized (i.e., key-coded) data; imposing limitations on retention of personal data; maintaining a record of data processing; and complying with the principle of accountability and the obligation to demonstrate compliance through policies, procedures, training and audit.

Noncompliance with GDPR and the UK GDPR can respectively trigger fines equal to or greater of €20 million or 4% of global annual revenues. In addition to the foregoing, a breach of the GDPR or UK GDPR could result in regulatory investigations, reputational damage, orders to cease/ change its processing of its data, enforcement notices, and/ or assessment notices (for a compulsory audit). Otonomo may also face civil claims including representative actions and other class action type litigation (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm. Although Otonomo believes that its Otonomo Vehicle Data Platform currently meets the material requirements of GDPR, to the extent the requirements of GDPR change or are expanded, Otonomo may need to invest significant time and resources, including a review of its technology and systems currently in use against such changed or expanded requirements of GDPR. There are also additional EU laws and regulations (and member states implementations thereof) which govern the protection of consumers and of electronic communications. If Otonomo’s efforts to comply with GDPR or other applicable EU laws and regulations are not successful, Otonomo may be subject to penalties and fines, as well as the other action as noted above, that would adversely impact its business and results of operations, and its ability to conduct business in the EU could be significantly impaired.

Otonomo is also subject to European Union rules with respect to cross-border transfers of personal data out of the EEA and the United Kingdom. Recent legal developments in Europe have created complexity and compliance uncertainty regarding certain transfers of information from the EU to the United States. On July 16, 2020, the Court of Justice of the European Union (the “CJEU”) invalidated the EU-US Privacy Shield Framework. The CJEU also imposed substantial requirements upon the continued use of standard contractual clauses for data transfers from the EU to the United States, which may make the use of standard contractual clauses difficult or impossible to use under some circumstances. These recent developments may require it to review and amend the legal mechanisms by which it makes and/ or receives personal data transfers to/ in the United States. As supervisory authorities issue further guidance on personal data export mechanisms, including circumstances where the standard contractual clauses cannot be used, and/or start taking enforcement action, it could suffer additional costs, complaints and/or regulatory investigations or fines, and/or if Otonomo is otherwise unable to transfer personal data between and among countries and regions in which Otonomo operates, it could affect the manner in which it provides its services, the geographical location or segregation of its relevant systems and operations, and could adversely affect its financial results. Otonomo and its customers are at risk of enforcement actions taken by European regulators until such point in time that Otonomo is able to ensure that all data transfers to the United States (and other countries deemed to be “third countries”) from the EU are legitimized.

In addition, Otonomo also may encounter additional complexity with respect to data privacy and data transfers in relation to the U.K. Following the U.K.’s withdrawal from the EU, the U.K. will become a “third country” for the purposes of data transfers from the EU to the United Kingdom following the expiration of the four to six-month personal data transfer grace period (from January 1, 2021) set out in the EU and UK Trade and Cooperation Agreement, unless a relevant adequacy decision is adopted in favor of the U.K. (which would allow data transfers without additional measures). If Otonomo is unable to transfer personal data between and among countries and regions in which Otonomo operates or may operate in the future, it could affect the manner in which Otonomo provides its services or could adversely affect its financial results.

Otonomo is also subject to evolving EU and U.K. privacy laws on cookies and e-marketing. In the EU and the U.K., regulators are increasingly focusing on compliance with requirements in the online behavioral advertising ecosystem, and current national laws that implement the European Directive 2002/58/EC, (the “ePrivacy Directive”) are highly likely to be replaced by an EU regulation known as the ePrivacy Regulation which will significantly increase fines for non-compliance. In the EU and the UK, informed consent is required for the placement of a cookie or similar technologies on a user’s device and for direct electronic marketing. The GDPR also imposes conditions on obtaining valid consent, such as a prohibition on pre-checked consents and a requirement to ensure separate consents are sought for each type of cookie or similar technology. While the text of the ePrivacy Regulation is still under development, a recent European court decision and regulators’ recent guidance are driving increased attention to cookies and tracking technologies. If regulators start to enforce the strict approach in recent guidance, this could lead to substantial costs, require significant systems changes, limit the effectiveness of its marketing activities, divert the attention of its technology personnel, adversely affect its

margins, increase costs and subject it to additional liabilities. Regulation of cookies and similar technologies, and any decline of cookies or similar online tracking technologies as a means to identify and potentially target users, may lead to broader restrictions and impairments on its marketing and personalization activities and may negatively impact its efforts to understand users.

Furthermore, outside of the EU, Otonomo continues to see increased regulation of data privacy and security, including the adoption of more stringent subject matter specific state laws in the United States. For example, on July 8, 2019, Brazil enacted the General Data Protection Law (Lei Geral de Proteção de Dados Pessoais) (Law No. 13,709/2018) (“LGPD”) regulating the processing of personal data, which was enacted in August 2020. Also, on June 28, 2018, California enacted the California Consumer Privacy Act (“CCPA”), which took effect on January 1, 2020. The CCPA gives California residents expanded rights to access and delete their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation. Although Otonomo believes that its Otonomo Vehicle Data Platform currently meets the requirements of the CCPA, to the extent the requirements of CCPA change or are expanded may increase its compliance costs and potential liability. Some observers have noted that the CCPA could mark the beginning of a trend toward more stringent state privacy legislation in the U.S., which could increase its potential liability and adversely affect its business. Furthermore, California voters approved the California Privacy Rights Act (“CPRA”) on November 3, 2020, which will amend and expand the CCPA, including by providing consumers with additional rights with respect to their personal data. The CPRA will come into effect on January 1, 2023, applying to information collected by businesses on or after January 1, 2022. Otonomo continues to invest time and resources in reviewing its technology and systems to meet the evolving data privacy regulations, be they GDPR, CCPA or others. Restrictions on the collection, use, sharing or disclosure of personal data or additional requirements and liability for security and data integrity may require it to modify its business practices, limit its ability to develop new products and features and subject it to increased compliance obligations and regulatory scrutiny.

In addition, additional jurisdictions may impose data localization laws, which require personal information, or certain subcategories of personal information to be stored in the jurisdiction of origin. These regulations may inhibit its ability to expand into those markets or prohibit it from continuing to offer its marketplace in those markets without significant additional costs.

The uncertainty and changes in the requirements of multiple jurisdictions may increase the cost of compliance, delay or reduce demand for its platform, restrict its ability to offer its marketplace in certain locations, limit its ability to transfer data between jurisdictions or subject it to sanctions, by national data protection regulators, all of which could harm its business, financial condition and results of operations. Any such regulations may also restrict OEMs or other data providers from collecting, processing and sharing vehicle data which may adversely impact its business. Additionally, although Otonomo endeavors to have its platform and operations comply with applicable laws and regulations, Otonomo expects that there will continue to be new proposed laws, rules of self-regulatory bodies, regulations and industry standards concerning privacy, data protection and information security in the United States, the European Union and other jurisdictions, and it cannot yet determine the impact such future laws, rules, regulations and standards may have on its business or that of its data providers and data consumers, which may indirectly impact it. Furthermore, these and other obligations may be modified, they may be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements, contractual commitments or its internal practices. As a result, it is possible that Otonomo or its platform or operations or the businesses of its data providers and data consumers, may not be, or may not have been, compliant with each such applicable law, regulation and industry standard and compliance with such new laws or to changes to existing laws may impact its business and practices, require it to expend significant resources to adapt to these changes and modify its platform and business, or to stop offering its platform in certain countries. These developments could adversely affect its business, results of operations and financial condition.

Otonomo also may be bound by contractual obligations relating to its collection, use and disclosure of personal and other data or may find it necessary or desirable to join industry or other self-regulatory bodies or other privacy or data protection-related organizations that require compliance with their rules pertaining to privacy and data protection.

Any failure or perceived failure by it, its platform or operations, or its data providers and data consumers, to comply with new or existing U.S., EU or other applicable privacy or data security laws, regulations, policies, industry standards or legal obligations, or any security incident that results in the unauthorized access to, or acquisition, share or transfer of, personal data or other customer data may result in governmental investigations, inquiries, enforcement actions and prosecutions, private litigation, fines and penalties, adverse publicity or potential loss of business.

Risks Related to Otonomo Being a Public Company

Unless the context otherwise requires, all references in this section to the terms “Otonomo,” the “Company,” “we,” “us,” “our,” “our company” and “our business” refer to Otonomo Technologies Ltd., together with its consolidated subsidiaries as a consolidated entity, unless otherwise specified.

Otonomo incurs increased costs as a result of operating as a public company, and its management devotes substantial time to new compliance initiatives.

Otonomo is a new public company subject to reporting requirements in the United States, and it incurs significant legal, accounting and other expenses that it did not incur as a private company, and these expenses may increase even more after Otonomo is no longer an emerging growth company, as defined in Section 2(a) of the Securities Act. As a public company, Otonomo is subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules adopted, and to be adopted, by the SEC and The Nasdaq Stock Market LLC (“Nasdaq”). Otonomo’s management and other personnel devote a substantial amount of time to these compliance initiatives. Moreover, Otonomo expects these rules and regulations to substantially increase its legal and financial compliance costs and to make some activities more time-consuming and costly. The increased costs will increase its net loss. For example, Otonomo expects these rules and regulations to make it more difficult and more expensive for it to obtain director and officer liability insurance and Otonomo may be forced to accept reduced policy limits or incur substantially higher costs to maintain the same or similar coverage. Otonomo cannot predict or estimate the amount or timing of additional costs Otonomo may incur to respond to these requirements. The impact of these requirements could also make it more difficult for it to attract and retain qualified persons to serve on its board of directors, its board committees or as executive officers.

A market for Otonomo’s securities may not be sustained, which would adversely affect the liquidity and price of its securities.

The price of Otonomo’s securities may fluctuate significantly due to, among other things, general market and economic conditions. An active trading market for its securities may not be sustained. In addition, the price of its securities can vary due to general economic conditions and forecasts, its general business condition and the release of its financial reports. Additionally, if its securities become delisted from Nasdaq and are quoted on the OTC Bulletin Board (an inter-dealer automated quotation system for equity securities that is not a national securities exchange), the liquidity and price of its securities may be more limited than if it were quoted or listed on the NYSE, Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

Otonomo identified material weaknesses in connection with its internal control over financial reporting. Otonomo’s efforts to remediate these material weaknesses may not be successful in a timely manner, or at all, and Otonomo may identify other material weaknesses.

Effective internal controls over financial reporting are necessary for it to provide reliable financial reports and, together with adequate disclosure controls and procedures are designed to prevent fraud. Otonomo’s management are required to assess the effectiveness of its internal controls and procedures and disclose changes in these controls on an annual basis. However, for as long as Otonomo is an “emerging growth company” under the JOBS Act, its independent registered public accounting firm will not be required to attest to the effectiveness of its internal controls over financial reporting pursuant to Section 404.

This assessment needs to include disclosure of any material weaknesses identified by its management in its internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control that results in more than a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

As of December 31, 2022, its management has identified the following material weaknesses in its internal controls over financial reporting:

(a) For a substantial portion of the year, management was unable to design and maintain effective controls over information technology general controls (ITGCs) for information systems and applications that are relevant to the preparation of the consolidated financial statements. Specifically, management did not design and maintain: sufficient user access controls to ensure appropriate segregation of duties and adequately restrict user and privileged access to financial applications, programs and data to appropriate Company personnel; and program change management controls to ensure that information technology (IT) program and data changes affecting financial information technology applications and underlying accounting records were authorized, tested, and implemented appropriately. As a result, business process controls (automated and IT-dependent manual controls) that were dependent on the ineffective ITGCs, or that used data produced from systems impacted by the ineffective ITGCs were deemed ineffective at December 31, 2022; and

(b) Management did not have an adequate process and the resources in place to monitor and oversee the completion of its testing and assessment of the design and operating effectiveness of internal control over financial reporting in a timely manner.

These deficiencies, together with other business process level control deficiencies, could result in material misstatements in the Company’s financial statements and therefore constitute material weaknesses in internal controls. Based on these material weaknesses, the Company’s management concluded that as of December 31, 2022, the Company’s internal control over financial reporting was not effective.

As of the date of this proxy statement/prospectus, management is continuing to re-assess its internal controls in light of the Urgently Transaction, and is in the process of modifying processes designed to improve its internal control over financial reporting and remediate the control deficiencies that led to the material weaknesses, including but not limited to, (a) developing an execution plan and resourcing to test controls and providing timely feedback of any deficiencies noted to complete remediation, (b) establishing a training program for the entire organization to support ongoing execution of internal controls and adherence to control activities and (c) actively monitoring corrective actions and providing status reporting to leadership on the progress.

Failure to remediate the material weaknesses described above at all or within its expected timeframe, or the identification of any newly identified material weaknesses, could limit its ability to prevent or detect a misstatement of its financial results, lead to a loss of investor confidence and have a negative impact on the trading price of its common stock and could subject it to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. A failure to implement and maintain effective control systems could also restrict its future access to the capital markets.

Otonomo’s internal controls over financial reporting may not be effective and its independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on its business and reputation.

Otonomo is subject to the reporting requirements of the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations of Nasdaq. Otonomo expects that the requirements of these rules and regulations will continue to increase its legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place significant strain on its personnel, systems and resources.

The Sarbanes-Oxley Act requires, among other things, that Otonomo maintain effective disclosure controls and procedures and internal control over financial reporting. Otonomo is continuing to develop and refine its disclosure controls, internal control over financial reporting and other procedures that are designed to ensure that information required to be disclosed by it in the reports that it files with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to its principal executive and financial officers.

Otonomo’s current controls and any new controls that it develops may become inadequate because of changes in conditions in its business. Further, weaknesses in its internal controls may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could adversely affect its operating results or cause it to fail to meet its reporting obligations and may result in a restatement of its financial statements for prior periods. Any failure to implement and maintain effective internal controls also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of its internal control over financial reporting that Otonomo is required to include in the reports it files with the SEC under Section 404 of the Sarbanes-Oxley Act. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in its reported financial and other information.

In order to maintain and improve the effectiveness of its disclosure controls and procedures and internal control over financial reporting, Otonomo has expended and anticipate that it will continue to expend significant resources, including accounting-related costs, and provide significant management oversight. Any failure to maintain the adequacy of its internal controls, or consequent inability to produce accurate financial statements on a timely basis, could increase its operating costs and could materially and adversely affect its ability to operate its business. In the event that its internal controls are perceived as inadequate or that Otonomo is unable to produce timely or accurate financial statements, investors may lose confidence in its operating results and the price of its securities could decline. In addition, if Otonomo is unable to continue to meet these requirements, the Company may not be able to obtain or maintain listing on Nasdaq.

Otonomo’s independent registered public accounting firm is not required to formally attest to the effectiveness of its internal control over financial reporting until after Otonomo is no longer an emerging growth company and become an accelerated filer. At such time, its independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which its controls are documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on the Company’s business and operating results.

Risks Related to Ownership of Otonomo’s Securities

If Otonomo fails to comply with the continued listing requirements of Nasdaq, Otonomo would face possible delisting, which would result in a limited public market for its shares.

On August 23, 2022, Otonomo received written notification from the Listing Qualifications Department of Nasdaq indicating that Otonomo no longer satisfies Nasdaq Listing Rule 5450(a)(1) based upon a closing bid price of less than $1.00 per share for Otonomo Ordinary Shares for the prior 30 consecutive business day period.

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), Otonomo was provided with a grace period of 180 days, or until February 20, 2023, to meet the minimum bid price requirement under the Nasdaq Listing Rules.

Effective as of January 9, 2023, Otonomo moved the listing of Otonomo Ordinary Shares from the Nasdaq Global Market to the Nasdaq Capital Market and requested from Nasdaq an additional 180-day compliance period to meet the minimum bid price. On February 21, 2023, Nasdaq notified Otonomo that it had determined Otonomo was eligible for an additional 180-calendar day period, or until August 21, 2023, to regain compliance. If compliance cannot be demonstrated by August 21, 2023, Otonomo’s securities will be delisted.

On August 3, 2023, Otonomo effected a 1-for-15 reverse share split in order to regain compliance with Nasdaq’s minimum bid price requirement. As a result of the reverse share split, every 15 issued and outstanding Otonomo Ordinary Shares were automatically converted into one Otonomo Ordinary Share. No fractional shares were issued as a result of the reverse share split. Instead, in accordance with Otonomo’s Articles, all fractional shares were rounded to the nearest whole share (half shares were rounded up). The reverse share split is intended to increase the per share trading price of the Otonomo Ordinary Shares to enable the Company to regain compliance with the minimum bid price requirement in Nasdaq Listing Rule 5450(a)(1). As a result of the reverse share split, all Otonomo Ordinary Shares, convertible preferred shares and options for Otonomo Ordinary Shares, exercise price per share, and net loss per share amounts were adjusted retroactively for all periods presented throughout this document. The number of Otonomo Ordinary Shares underlying Otonomo Warrants were adjusted retroactively for all periods presented throughout this document as a result of the reverse share split. The number of options and restricted share units outstanding and the number of Otonomo Ordinary Shares underlying the options and restricted share units were adjusted retroactively for all periods presented throughout this document as a result of the reverse share split. The Otonomo Ordinary Shares began trading on a split-adjusted basis on Nasdaq at the open of business on August 4, 2023. On August 18, 2023, the Listing Qualifications Department of Nasdaq notified Otonomo that it had regained compliance with Nasdaq Listing Rule 5450(a)(1).

A delisting would likely have a negative effect on the price of the securities and would impair your ability to sell or purchase the securities when you wish to do so. In the event of a delisting, Otonomo can provide no assurance that any action taken by it to restore compliance with listing requirements would allow its securities to become listed again, stabilize the market price or improve the liquidity of its securities, prevent its securities from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements. Additionally, if Otonomo’s securities become delisted from Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of Otonomo’s securities may be more limited than if it were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

Otonomo’s Articles and Israeli law could prevent a takeover that shareholders consider favorable and could also reduce the market price of its securities.

Certain provisions of Israeli law and its Articles could have the effect of delaying or preventing a change in control and may make it more difficult for a third party to acquire it or for its shareholders to elect different individuals to its board of directors, even if doing so would be beneficial to its shareholders, and may limit the price that investors may be willing to pay in the future for Otonomo Ordinary Shares. For example, Israeli corporate law regulates mergers and requires that a tender offer be effected when certain thresholds of percentage ownership of voting power in a company are exceeded (subject to certain conditions). Further, Israeli tax considerations may make potential transactions undesirable to it or to some of its shareholders whose country of residence does not have a tax treaty with Israel granting tax relief to such shareholders from Israeli tax.

Otonomo does not intend to pay dividends for the foreseeable future. Accordingly, you may not receive any return on investment unless you sell your Otonomo Ordinary Shares for a price greater than the price you paid for your Otonomo Ordinary Shares.

Otonomo has never declared or paid any cash dividends on its shares. Otonomo currently intends to retain all available funds and any future earnings for use in the operation of its business and do not anticipate paying any dividends on the ordinary shares in the foreseeable future. Consequently, you may be unable to realize a gain on your investment except by selling sell such shares after price appreciation, which may never occur.

The Otonomo Board has sole discretion whether to pay dividends. If the Otonomo Board decides to pay dividends, the form, frequency, and amount will depend upon its future, operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that its directors may deem relevant. The Israeli Companies Law, 1999 (the “Companies Law”) imposes restrictions on its ability to declare and pay dividends. Payment of dividends may also be subject to Israeli withholding taxes.

The market price and trading volume of Otonomo Ordinary Shares may be volatile.

The stock markets, including Nasdaq on which Otonomo lists Otonomo Ordinary Shares and warrants under the symbols “OTMO,” and “OTMOW,” respectively, have from time to time experienced significant price and volume fluctuations. Even if an active, liquid and orderly trading market is sustained for Otonomo Ordinary Shares and warrants, the market price of Otonomo Ordinary Shares and warrants may be volatile and could decline significantly. In addition, the trading volume in Otonomo Ordinary Shares and warrants may fluctuate and cause significant price variations to occur. If the market price of Otonomo Ordinary Shares and warrants declines significantly, you may be unable to resell your shares or warrants at or above the market price of Otonomo Ordinary Shares and warrants. Otonomo cannot assure you that the market price of Otonomo Ordinary Shares and warrants will not fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following:

•

the realization of any of the risk factors presented in this proxy statement/prospectus;

•

actual or anticipated differences in its estimates, or in the estimates of analysts, for its revenues, Adjusted EBITDA, results of operations, level of indebtedness, liquidity or financial condition;

•

additions and departures of key personnel;

•

failure to comply with the requirements of Nasdaq;

•

failure to comply with the Sarbanes-Oxley Act or other laws or regulations;

•

future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases, of its securities including due to the expiration of contractual lock-up agreements;

•

publication of research reports about Otonomo;

•

the performance and market valuations of other similar companies;

•

failure of securities analysts to initiate or maintain coverage of it, changes in financial estimates by any securities analysts who follow it or its failure to meet these estimates or the expectations of investors;

•

new laws, regulations, subsidies, or credits or new interpretations of existing laws applicable to Otonomo;

•

commencement of, or involvement in, litigation involving Otonomo;

•

broad disruptions in the financial markets, including sudden disruptions in the credit markets;

•

speculation in the press or investment community;

•

actual, potential or perceived control, accounting or reporting problems;

•

changes in accounting principles, policies and guidelines; and

•

100

In the past, securities class-action litigation has often been instituted against companies following periods of volatility in the market price of their shares. This type of litigation could result in substantial costs and divert its management’s attention and resources, which could have a material adverse effect on it.

Otonomo’s quarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors due to seasonality and other factors, some of which are beyond its control, resulting in a decline in its stock price.

Otonomo’s quarterly operating results may fluctuate significantly because of several factors, including:

•

labor availability and costs for hourly and management personnel;

•

profitability of its products, especially in new markets and due to seasonal fluctuations;

•

changes in interest rates;

•

impairment of long-lived assets;

•

macroeconomic conditions, both internationally and locally;

•

changes in consumer preferences and competitive conditions;

•

expansion to new markets; and

•

fluctuations in commodity prices.

If securities or industry analysts do not publish or cease publishing research or reports about it, its business, or its market, or if they change their recommendations regarding Otonomo Ordinary Shares adversely, then the price and trading volume of its securities could decline.

The trading market for its securities is and will be influenced by the research and reports that industry or financial analysts publish about its business. Otonomo does not control these analysts, or the content and opinions included in their reports. As a new public company, Otonomo may be slow to attract research coverage and the analysts who publish information about its securities will have had relatively little experience with it, which could affect their ability to accurately forecast its results and make it more likely that Otonomo fails to meet their estimates. In the event Otonomo obtains industry or financial analyst coverage, if any of the analysts who cover it issues an inaccurate or unfavorable opinion regarding it, the price of its securities would likely decline. In addition, the share prices of many companies in the technology industry have declined significantly after those companies have failed to meet, or significantly exceed, the financial guidance publicly announced by the companies or the expectations of analysts. If Otonomo’s financial results fail to meet, or significantly exceed, its announced guidance or the expectations of analysts or public investors, analysts could downgrade its securities or publish unfavorable research about it. If one or more of these analysts cease coverage of it or fail to publish reports on it regularly, its visibility in the financial markets could decrease, which in turn could cause the price of its securities or trading volume to decline.

Sales of a substantial number of its securities in the public market by selling securityholders and/or by its existing securityholders could cause the price of Otonomo Ordinary Shares and warrants to fall.

Otonomo has registered for resale by certain selling shareholders (a) 3,645,471 Otonomo Ordinary Shares and (b) 5,200,000 warrants. Sales of a substantial number of Otonomo Ordinary Shares and/or warrants in the public market by such selling securityholders and/or by its other existing securityholders, or the perception that those sales might occur, could depress the market price of Otonomo Ordinary Shares and warrants and could impair its ability to raise capital through the sale of additional equity securities. Otonomo is unable to predict the effect that such sales may have on the prevailing market price of Otonomo Ordinary Shares and warrants.

101

Otonomo qualifies as an emerging growth company within the meaning of the Securities Act, and it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, which make its securities less attractive to investors and make it more difficult to compare its performance with other public companies.

Otonomo is eligible to be treated as an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised financial accounting standards until such time as those standards apply to private companies. Otonomo intends to take advantage of this extended transition period under the JOBS Act for adopting new or revised financial accounting standards.

For as long as Otonomo continues to be an emerging growth company, Otonomo may also take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including presenting only limited selected financial data and not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. As a result, its shareholders may not have access to certain information that they may deem important. Otonomo could be an emerging growth company for up to five years, although circumstances could cause it to lose that status earlier, including if its total annual gross revenue exceeds $1.235 billion, if Otonomo issues more than $1.0 billion in non-convertible debt securities during any three-year period, or if before that time Otonomo is a “large accelerated filer” under U.S. securities laws.

Otonomo cannot predict if investors find its securities less attractive because Otonomo relies on these exemptions. If some investors find its securities less attractive as a result, there may be a less active trading market for its securities and the price of its securities may be more volatile. Further, there is no guarantee that the exemptions available to it under the JOBS Act will result in significant savings. To the extent that Otonomo chooses not to use exemptions from various reporting requirements under the JOBS Act, it will incur additional compliance costs, which may impact its financial condition.

Otonomo is a foreign private issuer and, as a result, Otonomo is not subject to U.S. proxy rules and is subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.

Otonomo reports under the Exchange Act as a non-U.S. company with foreign private issuer status. Because Otonomo qualifies as a foreign private issuer under the Exchange Act, Otonomo is exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (1) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (2) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time and (3) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, although Otonomo is subject to Israeli laws and regulations with regard to certain of these matters and intend to furnish comparable quarterly information on Form 6-K. In addition, foreign private issuers are not required to file their annual report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year and U.S. domestic issuers that are large accelerated filers are required to file their annual report on Form 10-K within 60 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation FD, which is intended to prevent issuers from making selective disclosures of material information. As a result of all of the above, you may not have the same protections afforded to shareholders of a company that is not a foreign private issuer.

102

Otonomo may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses.

As discussed above, Otonomo is a foreign private issuer, and therefore are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to it on June 30, 2023. In the future, Otonomo would lose its foreign private issuer status if (1) more than 50% of its outstanding voting securities are owned by U.S. residents and (2) a majority of its directors or executive officers are U.S. citizens or residents, or it fails to meet additional requirements necessary to avoid loss of foreign private issuer status. If Otonomo loses its foreign private issuer status, it will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. Otonomo would also have to mandatorily comply with U.S. federal proxy requirements, and its officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, Otonomo would lose its ability to rely upon exemptions from certain corporate governance requirements under the listing rules of Nasdaq. As a U.S. listed public company that is not a foreign private issuer, Otonomo would incur significant additional legal, accounting and other expenses that it will not incur as a foreign private issuer.

As Otonomo is a “foreign private issuer” and intends to follow certain home country corporate governance practices, its shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.

As a foreign private issuer, Otonomo has the option to follow certain home country corporate governance practices rather than those of Nasdaq, provided that Otonomo discloses the requirements it is not following and describe the home country practices Otonomo is following. Otonomo intends to rely on this “foreign private issuer exemption” with respect to the Nasdaq rules for shareholder meeting quorums and Nasdaq rules requiring shareholder approval. Otonomo may in the future elect to follow home country practices with regard to other matters. As a result, its shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.

Otonomo may issue additional Otonomo Ordinary Shares or other equity securities without seeking approval of its shareholders, which would dilute your ownership interests and may depress the market price of the Otonomo Ordinary Shares.

Otonomo has 13,824,975 warrants outstanding to purchase up to an aggregate of 921,665 Otonomo Ordinary Shares. Further, Otonomo may choose to seek third party financing to provide additional working capital for its business, in which event Otonomo may issue additional equity securities. Otonomo may also issue additional Otonomo Ordinary Shares or other equity securities of equal or senior rank in the future for any reason or in connection with, among other things, future acquisitions, the redemption of outstanding warrants or repayment of outstanding indebtedness, without shareholder approval, in a number of circumstances.

The issuance of additional Otonomo Ordinary Shares or other equity securities of equal or senior rank would have the following effects:

•

its shareholders’ proportionate ownership interest in it will decrease;

•

the amount of cash available per share, including for payment of dividends in the future, may decrease;

•

the relative voting strength of each previously outstanding ordinary share may be diminished; and

•

the market price of Otonomo Ordinary Shares may decline.

103

The IRS may not agree that Otonomo should be treated as a non-U.S. corporation for U.S. federal income tax purposes.

Under current U.S. federal income tax law, a corporation generally will be considered to be a U.S. corporation for U.S. federal income tax purposes if it is created or organized in the United States or under the law of the United States or of any State. Accordingly, under generally applicable U.S. federal income tax rules, Otonomo, being incorporated and a tax resident in Israel, would generally be classified as a non-U.S. corporation for U.S. federal income tax purposes. Section 7874 of the Code and the Treasury regulations promulgated thereunder, however, contain specific rules that may cause a non-U.S. corporation to be treated as a U.S. corporation for U.S. federal income tax purposes. If it were determined that Otonomo is treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code and the Treasury regulations promulgated thereunder, Otonomo would be liable for U.S. federal income tax on its income in the same manner as any other U.S. corporation and certain distributions made by it to persons that are not U.S. Holders of Otonomo may be subject to U.S. withholding tax.

Based on the terms of the Business Combination and certain factual assumptions, Otonomo does not believe it should be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code as a result of the Business Combination. However, the application of Section 7874 of the Code is complex, subject to detailed U.S. Treasury regulations (the application of which is uncertain in various respects and would be impacted by changes in such U.S. Treasury regulations with possible retroactive effect) and subject to certain factual uncertainties. Accordingly, there can be no assurance that the IRS will not challenge the status of it as a non-U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code or that such challenge would not be sustained by a court.

If the IRS were to successfully challenge under Section 7874 of the Code Otonomo’s status as a non-U.S. corporation for U.S. federal income tax purposes, Otonomo and certain of its shareholders may be subject to significant adverse tax consequences, including a higher effective corporate income tax rate on it and future withholding taxes on certain of its shareholders, depending on the application of any applicable income tax treaty that may apply to reduce such withholding taxes.

You should consult your own advisors regarding the application of Section 7874 of the Code to the Business Combination and the tax consequences if the classification of it as a non-U.S. corporation is not respected.

Otonomo believes it was a Passive Foreign Investment Company (“PFIC”) for U.S. federal income tax purposes for its most recent taxable year and, as a result, U.S. Holders may suffer adverse tax consequences.

A non-U.S. corporation generally will be treated as a PFIC for U.S. federal income tax purposes, in any taxable year if either (1) at least 75% of its gross income for such year is passive income or (2) at least 50% of the value of its assets (generally based on an average of the quarterly values of the assets) during such year is attributable to assets that produce or are held for the production of passive income. Otonomo believes it was a PFIC for its taxable year ending December 31, 2022, and based on the current and anticipated composition of the income, assets and operations of it and its subsidiaries, Otonomo believes there is significant risk that it will continue to be treated as a PFIC for its current taxable year as well. However, there can be no assurances in this regard or any assurances with respect to its status as a PFIC in any future taxable year. Moreover, the application of the PFIC rules is subject to uncertainty in several respects, and Otonomo cannot assure you that the IRS will not take a contrary position or that a court will not sustain such a challenge by the IRS.

Whether Otonomo is or any of its subsidiaries are a PFIC for any taxable year is a factual determination that depends on, among other things, the composition of its income and assets, and the market value of its and its subsidiaries’ shares and assets. Changes in the composition of its income or composition of its or any of its subsidiaries’ assets may cause it to be or become a PFIC for the current or subsequent taxable years. Moreover, the value of its assets (including unbooked goodwill) for purposes of the PFIC determination may be determined

104

by reference to its market capitalization, which could fluctuate significantly (as was the case for its taxable year ending December 31, 2022). Whether Otonomo is treated as a PFIC for U.S. federal income tax purposes is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to significant uncertainty.

Assuming, as expected, Otonomo was a PFIC for the year ended December 31, 2022 and/or Otonomo is a PFIC for any taxable year, a U.S. Holder of Otonomo Ordinary Shares will likely be subject to adverse tax consequences (absent certain elections that may mitigate such adverse tax consequences) and incur certain information reporting obligations. U.S. Holders of Otonomo Ordinary Shares and warrants are strongly encouraged to consult their own advisors regarding the potential application of these rules to it and the ownership of Otonomo Ordinary Shares and/or warrants.

If a U.S. Holder is treated as owning at least 10% of Otonomo Ordinary Shares, such U.S. Holder may be subject to adverse U.S. federal income tax consequences.

For U.S. federal income tax purposes, if a U.S. Holder is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of Otonomo Ordinary Shares, such person may be treated as a “United States shareholder” with respect to it, or any of its applicable subsidiaries, if Otonomo is, or any such subsidiary is, a “controlled foreign corporation.” If Otonomo has one or more U.S. subsidiaries, certain of its non-U.S. subsidiaries could be treated as a controlled foreign corporation regardless of whether Otonomo is treated as a controlled foreign corporation.

Certain United States shareholders of a controlled foreign corporation may be required to report annually and include in their U.S. federal taxable income their pro rata share of the controlled foreign corporation’s “Subpart F income” and, in computing their “global intangible low-taxed income,” “tested income” and a pro rata share of the amount of certain U.S. property (including certain stock in U.S. corporations and certain tangible assets located in the United States) held by the controlled foreign corporation regardless of whether such controlled foreign corporation makes any distributions. The amount includable by a United States shareholder under these rules is based on a number of factors, including potentially, but not limited to, the controlled foreign corporation’s current earnings and profits (if any), tax basis in the controlled foreign corporation’s assets, and foreign taxes paid by the controlled foreign corporation on its underlying income. Failure to comply with these reporting obligations (or related tax payment obligations) may subject such United States shareholder to significant monetary penalties and may extend the statute of limitations with respect to such United States shareholder’s U.S. federal income tax return for the year for which reporting (or payment of tax) was due. Otonomo cannot provide any assurances that it will assist U.S. Holders in determining whether it or any of its subsidiaries are treated as a controlled foreign corporation for U.S. federal income tax purposes or whether any U.S. Holder is treated as a United States shareholder with respect to any of such controlled foreign corporations or furnish to any holder information that may be necessary to comply with reporting and tax paying obligations if Otonomo, or any of its subsidiaries, is treated as a controlled foreign corporation for U.S. federal income tax purposes.

Risks Related to Otonomo’s Incorporation and Location in Israel

Conditions in Israel could materially and adversely affect its business.

Many of its employees, including certain management members operate from its offices that are located in Herzliya Pituach, Israel. In addition, a number of its officers and directors are residents of Israel. Accordingly, political, economic, and military conditions in Israel and the surrounding region may directly affect its business and operations. In recent years, Israel has been engaged in sporadic armed conflicts with Hamas, an Islamist terrorist group that controls the Gaza Strip, with Hezbollah, an Islamist terrorist group that controls large portions of southern Lebanon, and with Iranian-backed military forces in Syria. In addition, Iran has threatened to attack Israel and may be developing nuclear weapons. Some of these hostilities were accompanied by missiles being fired from the Gaza Strip against civilian targets in various parts of Israel, including areas in which its employees

105

are located, and negatively affected business conditions in Israel. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its trading partners could adversely affect its operations and results of operations.

Otonomo’s commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, Otonomo cannot assure you that this government coverage will be maintained or that it will sufficiently cover its potential damages. Any losses or damages incurred by it could have a material adverse effect on its business. Any armed conflicts or political instability in the region would likely negatively affect business conditions and could harm its results of operations.

Further, in the past, the State of Israel and Israeli companies have been subjected to economic boycotts. Several countries still restrict business with the State of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on its results of operations, financial condition or the expansion of its business. A campaign of boycotts, divestment, and sanctions has been undertaken against Israel, which could also adversely affect its business. Actual or perceived political instability in Israel or any negative changes in the political environment, may individually or in the aggregate adversely affect the Israeli economy and, in turn, its business, financial condition, results of operations, and prospects.

In addition, many Israeli citizens are obligated to perform several weeks of annual military reserve duty each year until they reach the age of 40 (or older, for reservists who are military officers or who have certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases in terrorist activity, there have been periods of significant call-ups of military reservists. It is possible that there will be military reserve duty call-ups in the future. Otonomo’s operations could be disrupted by such call-ups, which may include the call-up of members of its management. Such disruption could materially adversely affect its business, prospects, financial condition, and results of operations.

Furthermore, the Israeli government is currently pursuing extensive changes to Israel’s judicial system. This has sparked extensive political debate. In response to the foregoing developments, many individuals, organizations and institutions, both within and outside of Israel, have voiced concerns that the proposed changes may negatively impact the business environment in Israel, including due to reluctance of foreign investors to invest or transact business in Israel, increased currency fluctuations, downgrades in credit rating, increased interest rates, increased volatility in security markets, and other changes in macroeconomic conditions. To the extent that any of these negative developments do occur, they may have an adverse effect on its business, its results of operations and its ability to raise additional funds, if deemed necessary by its management and board of directors.

Otonomo may become subject to claims for remuneration or royalties for assigned service invention rights by its employees, which could result in litigation and adversely affect its business.

A significant portion of its intellectual property has been developed by its employees in the course of their employment by it. Under the Israeli Patents Law, 5727-1967 (the “Patents Law”), inventions conceived by an employee during and as a result of his or her employment with a company are regarded as “service inventions,” which belong to the employer, absent an agreement between the employee and employer providing otherwise. The Patents Law also provides that if there is no agreement between an employer and an employee determining whether the employee is entitled to receive consideration for service inventions and on what terms, this will be determined by the Israeli Compensation and Royalties Committee (the “Committee”), a body constituted under the Patents Law. Case law clarifies that the right to receive consideration for “service inventions” can be waived by the employee and that in certain circumstances, such waiver does not necessarily have to be explicit. The Committee will examine, on a case-by-case basis, the general contractual framework between the parties, using interpretation rules of the general Israeli contract laws. Further, the Committee has not yet determined one specific formula for calculating this remuneration, but rather uses the criteria specified in the Patents Law. Although Otonomo generally enters into agreements with its employees pursuant to which such individuals

106

assign to it all rights to any inventions created during and as a result of their employment with it, Otonomo may face claims demanding remuneration in consideration for assigned inventions. As a consequence of such claims, Otonomo could be required to pay additional remuneration or royalties to its current and/or former employees, or be forced to litigate such monetary claims (which will not affect its proprietary rights), which could negatively affect its business.

Certain tax benefits that may be available to it, if obtained by it, would require it to continue to meet various conditions and may be terminated or reduced in the future, which could increase its costs and taxes.

Otonomo may be eligible for certain tax benefits provided to “Preferred Technological Enterprises” under the Israeli Law for the Encouragement of Capital Investments, 5719-1959, referred to as the Investment Law. If Otonomo obtains tax benefits under the “Preferred Technological Enterprises” regime then, in order to remain eligible for such tax benefits, it will need to continue to meet certain conditions stipulated in the Investment Law and its regulations, as amended. If these tax benefits are reduced, cancelled or discontinued, its Israeli taxable income may be subject to the Israeli corporate tax rate of 23% in 2018 and thereafter. Additionally, if Otonomo increase its activities outside of Israel through acquisitions, for example, its activities might not be eligible for inclusion in future Israeli tax benefit programs.

It may be difficult to enforce a U.S. judgment against it, its officers and directors and the Israeli experts named in this proxy statement/prospectus in Israel or the United States, or to assert U.S. securities laws claims in Israel or serve process on its officers and directors and these experts.

Most of its directors or officers are not residents of the United States and most of their and its assets are located outside the United States. Service of process upon it or its non-U.S. resident directors and officers and enforcement of judgments obtained in the United States against it or its non-U.S. directors and executive officers may be difficult to obtain within the United States. Otonomo has been informed by its legal counsel in Israel that it may be difficult to assert claims under U.S. securities laws in original actions instituted in Israel or obtain a judgment based on the civil liability provisions of U.S. federal securities laws. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws against it or its non-U.S. officers and directors because Israel may not be the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel addressing the matters described above. Israeli courts might not enforce judgments rendered outside Israel, which may make it difficult to collect on judgments rendered against it or its non-U.S. officers and directors.

Moreover, among other reasons, including but not limited to, fraud or absence of due process, or the existence of a judgment which is at variance with another judgment that was given in the same matter if a suit in the same matter between the same parties was pending before a court or tribunal in Israel, an Israeli court will not enforce a non-Israeli judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases) or if its enforcement is likely to prejudice the sovereignty or security of the State of Israel.

Your rights and responsibilities as a shareholder of Otonomo will be governed by Israeli law, which may differ in some respects from the rights and responsibilities of shareholders of U.S. corporations.

Otonomo is incorporated under Israeli law. The rights and responsibilities of holders of Otonomo Ordinary Shares are governed by its Articles and the Companies Law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in typical U.S. corporations. In particular, pursuant to the Companies Law each shareholder of an Israeli company has to act in good faith in exercising his or her rights and fulfilling his or her obligations toward Otonomo and other shareholders and to refrain from abusing his or

107

her power in Otonomo, including, among other things, in voting at the general meeting of shareholders and class meetings, on amendments to a company’s articles of association, increases in a company’s authorized share capital, mergers, and transactions requiring shareholders’ approval under the Companies Law. In addition, a controlling shareholder of an Israeli company or a shareholder who knows that it possesses the power to determine the outcome of a shareholder vote or who has the power to appoint or prevent the appointment of a director or officer in Otonomo, or has other powers toward Otonomo has a duty of fairness toward Otonomo. However, Israeli law does not define the substance of this duty of fairness. There is limited case law available to assist in understanding the implications of these provisions that govern shareholder behavior.

Otonomo’s Articles provide that, unless it consents otherwise, the District Court (Economic Division), located in Tel Aviv, Israel shall be the sole and exclusive forum for substantially all disputes between it and its shareholders under the Companies Law and the Israeli Securities Law, which could limit its shareholders’ ability to bring claims and proceedings against, as well as obtain favorable judicial forum for disputes with, it, its directors, officers and other employees.

The District Court (Economic Division), located in Tel Aviv, Israel shall be the exclusive forum for (i) any derivative action or proceeding brought on behalf of it, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of it to it or its shareholders, or (iii) any action asserting a claim arising pursuant to any provision of the Companies Law or the Israeli Securities Law. This exclusive forum provision is intended to apply to claims arising under Israeli Law and would not apply to claims brought pursuant to the Securities Act or the Exchange Act or any other claim for which U.S. federal courts would have exclusive jurisdiction. Such exclusive forum provision in its Articles will not relieve it of its duties to comply with federal securities laws and the rules and regulations thereunder, and its shareholders will not be deemed to have waived its compliance with these laws, rules and regulations. This exclusive forum provision may limit a shareholders’ ability to bring a claim in a judicial forum of its choosing for disputes with it or its directors, officers or other employees, which may discourage lawsuits against it, its directors, officers and other employees.

Risks Related to the Combined Company

The unaudited pro forma financial data for Urgently and Otonomo included in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of the Combined Company’s actual financial condition or results of operations of future periods, or the financial condition or results of operations that would have been realized had the entities been combined during the periods presented. The unaudited pro forma financial statements have been derived from the historical financial statements of Urgently and Otonomo and adjustments and assumptions have been made regarding the Combined Company after giving effect to the transaction. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with accuracy. Moreover, the unaudited pro forma financial statements do not reflect all costs that are expected to be incurred by the Combined Company in connection with the transactions or that have been incurred since the date of such unaudited pro forma financial statements. The assumptions used in preparing the unaudited pro forma financial information may not prove to be accurate, and other factors may affect the Combined Company’s financial condition following the transaction. For example, the exchange ratio reflected in this proxy statement/prospectus is preliminary. The final exchange ratio could differ materially from the preliminary exchange ratio used to prepare the pro forma adjustments. The Combined Company’s actual results and financial position after the Merger may differ materially and adversely from the unaudited pro forma financial data included in this proxy statement/prospectus. For more information see the section titled “Unaudited Pro Forma Condensed Combined Financial Information.”

108

Following the Merger, the Combined Company may be unable to integrate successfully and realize the anticipated benefits of the Merger.

The Merger involves the combination of two companies which currently operate as independent companies. The Combined Company may fail to realize some or all of the anticipated benefits of the Merger if the integration process takes longer than expected or is more costly than expected.

Potential difficulties the Combined Company may encounter in the integration process include the following:

•

the inability to successfully combine the businesses of Urgently and Otonomo in a manner that permits the Combined Company to achieve the anticipated benefits from the Merger, which would result in the anticipated benefits of the Merger not being realized partly or wholly in the time frame currently anticipated or at all;

•

challenges related to the creation of uniform standards, controls, procedures, policies and information systems;

•

customers of both Urgently and Otonomo may view the combination of the two businesses unfavorably and as a result take their business to alternative service providers; and

•

potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the Merger.

In addition, Urgently and Otonomo have operated and, until the completion of the Merger, will continue to operate, independently. It is possible that the integration process also could result in the diversion of each company’s management’s attention, the disruption or interruption of, or the loss of momentum in, each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies, any of which could adversely affect the Combined Company’s ability to maintain its business relationships or achieve the anticipated benefits of the Merger, or could otherwise adversely affect the business and financial results of the Combined Company.

The requirements of being a public company may strain the Combined Company’s resources, divert management’s attention and affect its ability to attract and retain qualified board members.

After the completion of the Merger, the Combined Company will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and any rules promulgated thereunder, as well as the rules of Nasdaq. The requirements of these rules and regulations increase legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on the systems and resources of the Combined Company. The Sarbanes-Oxley Act requires, among other things, that the Combined Company maintain effective disclosure controls and procedures and internal controls for financial reporting. In order to maintain and, if required, improve disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight are required, and, as a result, management’s attention may be diverted from other business concerns. These rules and regulations can also make it more difficult to attract and retain qualified independent members of the board of directors. Additionally, these rules and regulations make it more difficult and more expensive to obtain director and officer liability insurance. The Combined Company may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. The increased costs of compliance with public company reporting requirements and the potential failure to satisfy these requirements could have a material adverse effect on the Combined Company’s operations, business, financial condition or results of operations.

109

As a private company, Urgently has not endeavored to establish and maintain a public-company-quality internal control over financial reporting. If the Combined Company fails to establish and maintain proper and effective internal control over financial reporting as a public company, its ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in its financial reporting and the trading price of the Combined Company’s common stock may decline.

Pursuant to Section 404 of the Sarbanes-Oxley Act, commencing with the Combined Company’s second annual report on Form 10-K, the report by management on internal control over financial reporting will be on the Combined Company’s financial reporting and internal controls (as accounting acquirer), and when the Combined Company is no longer an emerging growth company an attestation of the independent registered public accounting firm will also be required. The rules governing the standards to assess internal control over financial reporting are complex and require significant documentation, testing and possible remediation. Urgently has not historically had to comply with all of these rules. To comply with the requirements of being a reporting company under the Exchange Act, the Sarbanes-Oxley Act and any complex accounting rules in the future, the Combined Company may need to upgrade its legacy information technology systems, implement additional financial and management controls, reporting systems and procedures, and hire additional accounting and finance staff.

If the Combined Company is unable to hire the additional accounting and finance staff necessary to comply with these requirements, it may need to retain additional outside consultants. If the Combined Company or, if required, its independent registered public accounting firm, is unable to conclude that its internal controls over financial reporting are effective, investors may lose confidence in its financial reporting, which could negatively impact the price of its securities.

The Combined Company will incur increased costs and obligations as a result of being a public company.

As a privately held company, Urgently has not been required to comply with certain corporate governance and financial reporting practices and policies required of a publicly traded company. As a publicly traded company, the Combined Company will incur significant legal, accounting and other expenses that it was not required to incur in the recent past, particularly after it is no longer an “emerging growth company” as defined under the JOBS Act. In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated and to be promulgated thereunder, as well as under the Sarbanes-Oxley Act, the JOBS Act, and the rules and regulations of the SEC and national securities exchanges have created uncertainty for public companies and increased the costs and the time that the Combined Company’s board and management must devote to complying with these rules and regulations. We expect these rules and regulations to increase legal and financial compliance costs and lead to a diversion of management time and attention from revenue generating activities.

Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing Urgently’s growth strategy, which could prevent the Combined Company from improving its business, results of operations and financial condition. The Combined Company will need to rely on third party consultants or increase its headcount to address the additional obligations of being a public company, and its management team may not successfully or efficiently manage the transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. Urgently has made, and will continue to make, changes to its internal controls and procedures for financial reporting and accounting systems to meet its reporting obligations as a publicly traded company. However, the measures taken by the Combined Company following the consummation of the Merger may not be sufficient to satisfy its obligations as a publicly traded company.

110

Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect the business, investments and results of operations of the Combined Company.

The Combined Company will be subject to laws, regulations and rules enacted by national, regional and local governments and Nasdaq. In particular, the Combined Company will be required to comply with certain SEC, Nasdaq and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on the business, investments and results of operations of the Combined Company. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on the business and results of operations of the Combined Company.

Risks Related to Ownership of the Combined Company’s Securities

The stock price of the Combined Company may be volatile and may decline regardless of its operating performance.

The market price of the Combined Company’s common stock may fluctuate significantly in response to numerous factors and may continue to fluctuate for these and other reasons, many of which are beyond the Combined Company’s control, including:

•

actual or anticipated fluctuations in revenue and results of operations of the Combined Company;

•

the financial projections provided to the public, any changes in these projections or the Combined Company’s failure to meet these projections;

•

failure of securities analysts to maintain coverage of the Combined Company, changes in financial estimates or ratings by any securities analysts who follow the Combined Company or its failure to meet these estimates or the expectations of investors;

•

announcements by the Combined Company or its competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, results of operations or capital commitments;

•

changes in operating performance and stock market valuations of other retail or technology companies generally, or those in the roadside and mobility assistance industry in particular;

•

price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

•

trading volume of common stock of the Combined Company;

•

the inclusion, exclusion or removal of the Combined Company’s common stock from any indices;

•

changes in the Combined Company’s board of directors or management;

•

transactions in the Combined Company’s common stock by directors, officers, affiliates and other major investors;

•

lawsuits threatened or filed against the Combined Company;

•

changes in laws or regulations applicable to our business;

•

changes in the Combined Company’s capital structure, such as future issuances of debt or equity securities;

•

short sales, hedging and other derivative transactions involving the Combined Company’s capital stock;

•

general economic conditions in the United States;

•

pandemics or other public health crises, including, but not limited to, the COVID-19 pandemic (including additional variants);

111

•

other events or factors, including those resulting from war, incidents of terrorism or responses to these events; and

•

the other factors described in this “Risk Factors” section.

The stock market has recently experienced extreme price and volume fluctuations. The market prices of securities of companies have experienced fluctuations that often have been unrelated or disproportionate to their operating results. In the past, stockholders have sometimes instituted securities class action litigation against companies following periods of volatility in the market price of their securities. Any similar litigation against the Combined Company could result in substantial costs, divert management’s attention and resources, and harm its business, financial condition, and results of operations.

An active trading market for the Combined Company’s common stock may not develop or be sustained, which would adversely affect the liquidity and price of the Combined Company’s common stock.

The common stock and warrants of the Combined Company are expected to be listed on Nasdaq under the symbols “ULY” and “ULYWW,” respectively, to trade on that market. Following the consummation of the Merger, the price of the Combined Company’s common stock may fluctuate significantly due to the market’s reaction to the Merger and general market and economic conditions. Neither Urgently nor Otonomo can assure you that an active trading market for the common stock of the Combined Company following the Merger will ever develop or, if developed, will be sustained. In addition, the price of the Combined Company’s common stock after the Merger can vary due to general economic conditions and forecasts, the Combined Company’s general business condition and the release of financial reports. Accordingly, neither Urgently nor Otonomo can assure you of the liquidity of any trading market, your ability to sell your shares of the Combined Company’s common stock when desired or the prices that you may obtain for your shares.

The Combined Company will qualify as an “emerging growth company” within the meaning of the Securities Act as of the Closing, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make the Combined Company’s securities less attractive to investors and may make it more difficult to compare its performance to the performance of other public companies.

The Combined Company will qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act, as of the Closing. As such, it will be eligible for, and intends to take advantage of, certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including, but not limited to, (a) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (b) reduced disclosure obligations regarding executive compensation in the Combined Company’s periodic reports and proxy statements and (c) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, stockholders of the Combined Company may not have access to certain information they may deem important. The Combined Company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of its shares of the common stock that are held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which it has total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which it has issued more than $1 billion in non-convertible debt in the prior three-year period, or (iv) the last day of the fiscal year following the fifth anniversary of the Closing. We cannot predict whether investors will find the Combined Company’s securities less attractive because it will rely on these exemptions. If some investors find the Combined Company’s securities less attractive as a result of its reliance on these exemptions, the trading prices of the securities may be lower than they otherwise would be, there may be a less active trading market for the securities and the trading prices of the securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a

112

Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Combined Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

As an emerging growth company, the Combined Company may also take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to obtain an assessment of the effectiveness of its internal controls over financial reporting from its independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find shares of common stock of the Combined Company less attractive because we will rely on these exemptions. If some investors find shares of common stock of the Combined Company less attractive as a result, there may be a less active market for its shares of common stock and its share price may be more volatile.

Future sales of shares by existing stockholders could cause the Combined Company’s stock price to decline.

If Urgently’s existing stockholders sell or indicate an intention to sell substantial amounts of common stock in the public market following the consummation of the Merger, or if Otonomo’s existing shareholders sell or indicate an intention to sell substantial amounts of Otonomo Ordinary Shares in the public market before the consummation of the Merger, the trading price of the Combined Company’s common stock could decline. In addition, shares underlying any options of the Combined Company will become eligible for sale if exercised or settled, as applicable, and to the extent permitted by the provisions of various vesting agreements and Rule 144 of the Securities Act. All the shares of common stock of the Combined Company subject to stock options outstanding and reserved for issuance under its equity incentive plans are expected to be registered on Form S-8 under the Securities Act and such shares are eligible for sale in the public markets, subject to Rule 144 limitations applicable to affiliates. If these additional shares are sold, or if it is perceived that they will be sold in the public market, the trading price of the Combined Company’s common stock could decline.

Following the consummation of the Merger, the securities of the Combined Company may not be listed on a national securities exchange, which could limit investors’ ability to make transactions in the Combined Company’s securities and subject it to additional trading restrictions.

Urgently intends to apply to have the Combined Company’s common stock listed on Nasdaq after consummation of the Merger. The Combined Company will be required to meet the initial listing requirements of Nasdaq to be listed, and it may not be able to meet those initial listing requirements (and the related closing condition, which requires the shares of common stock to be issued in the Merger be approved for listing on Nasdaq, may be waived by the parties). Even if the Combined Company’s securities are so listed, the Combined Company may be unable to maintain the listing of its securities in the future.

If the Combined Company fails to meet the initial listing requirements and Nasdaq does not list its securities (and the related closing condition is waived by the parties), or if its securities are subsequently delisted, the Combined Company could face significant material adverse consequences, including:

•

a limited availability of market quotations for its securities;

113

•

a limited amount of news and analyst coverage; and

•

a decreased ability to issue additional securities or obtain additional financing in the future.

If securities or industry analysts either do not publish research about the Combined Company or publish inaccurate or unfavorable research about the Combined Company, its business or its market, or if they change their recommendations regarding the Combined Company’s common stock adversely, the trading price or trading volume of the common stock could decline.

The trading market for the Combined Company’s common stock is influenced in part by the research and reports that securities or industry analysts may publish about the Combined Company, its business, its market or its competitors. If one or more of the analysts initiate research with an unfavorable rating or downgrade the common stock, provide a more favorable recommendation about the Combined Company’s competitors, or publish inaccurate or unfavorable research about its business, the trading price of the common stock would likely decline. In addition, Urgently currently expects that securities research analysts will establish and publish their own periodic projections for the Combined Company’s business. These projections may vary widely and may not accurately predict the results actually achieved by the Combined Company. Its stock price may decline if its actual results do not match the projections of these securities research analysts. While we expect research analyst coverage of the Combined Company, if no analysts commence coverage of it, the trading price and volume for the common stock could be adversely affected. If any analyst who may cover the Combined Company were to cease coverage or fail to regularly publish reports on the Combined Company, it could lose visibility in the financial markets, which in turn could cause the trading price or trading volume of its common stock to decline.

Delaware law and provisions in the Proposed Charter and Proposed Bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the trading price of the Combined Company’s common stock.

The Proposed Charter and Proposed Bylaws will contain provisions that could depress the trading price of the Combined Company’s common stock by acting to discourage, delay, or prevent a change of control or changes in the Combined Company’s management that its stockholders may deem advantageous. These provisions include the following:

•

a classified board of directors such that not all members of the board of directors are elected at one time;

•

the right of the board of directors to establish the number of directors and fill any vacancies and newly created directorships;

•

director removal by stockholders solely for cause and with the affirmative vote of at least a majority of the voting power of the then-outstanding shares of capital stock entitled to vote generally in the election of directors;

•

“blank check” preferred stock that the board of directors could use to implement a stockholder rights plan;

•

the right of the board to issue authorized but unissued common stock and preferred stock without stockholder approval;

•

no ability of the stockholders to call special meetings of stockholders;

•

no right of the stockholders to act by written consent, which requires all stockholder actions to be taken at a meeting of the stockholders;

•

limitations on the liability of, and the provision of indemnification to, the Combined Company’s directors and officers;

•

the right of the board of directors to make, alter, or repeal the Proposed Bylaws; and

114

•

advance notice requirements for nominations for election to the board or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

Any provision of the Proposed Charter or Proposed Bylaws that has the effect of delaying or deterring a change in control could limit the opportunity for the Combined Company’s stockholders to receive a premium for their shares of common stock, and could also affect the price that some investors are willing to pay for common stock.

The Proposed Charter provides that the Court of Chancery of the state of Delaware will be the exclusive forum for substantially all disputes between the Combined Company and its stockholders, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with the Combined Company or its directors, officers or employees.

The Proposed Charter provides that the Court of Chancery of the state of Delaware is the exclusive forum for any derivative action or proceeding brought on the Combined Company’s behalf, any action asserting a breach of fiduciary duty, any action asserting a claim against the Combined Company arising pursuant to the DGCL, the Proposed Charter or Proposed Bylaws or any action asserting a claim against the Combined Company that is governed by the internal affairs doctrine. These choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Combined Company or its directors, officers or other employees and may discourage these types of lawsuits. This provision would not apply to claims brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. The Proposed Charter provides further that, to the fullest extent permitted by law, the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. However, Section 22 of the Securities Act provides that federal and state courts have concurrent jurisdiction over lawsuits brought under the Securities Act or the rules and regulations thereunder. To the extent the exclusive forum provision restricts the courts in which claims arising under the Securities Act may be brought, there is uncertainty as to whether a court would enforce such a provision as investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Furthermore, the enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions, and there can be no assurance that such provisions will be enforced by a court in those other jurisdictions. If a court were to find the exclusive-forum provision contained in the Proposed Charter to be inapplicable or unenforceable in an action, the Combined Company may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business.

The Combined Company’s ability to timely raise capital in the future may be limited, or may be unavailable on acceptable terms, if at all. The failure of the Combined Company to raise capital when needed could harm its business, operating results and financial condition. Debt or equity issued to raise additional capital may reduce the value of the Combined Company’s common stock.

Urgently and Otonomo cannot be certain when or if the operations of the Combined Company will generate sufficient cash to fund its ongoing operations or the growth of its business. Urgently currently intends to make investments to support its current business and may require additional funds to respond to business challenges, including the need to develop new features or enhance its software, improve its operating infrastructure or acquire complementary businesses and technologies. Additional financing may not be available on favorable terms, if at all. If adequate funds are not available on acceptable terms, the Combined Company may be unable to invest in future growth opportunities, which could harm its business, operating results and financial condition. If the Combined Company incurs debt, the debt holders could have rights senior to holders of common stock to make claims on the Combined Company’s assets or cash flows. The terms of any debt could restrict the Combined Company’s operations, including its ability to pay dividends on common stock. If, following the consummation of the Merger, the Combined Company issues additional equity securities, stockholders will

115

experience dilution, and the new equity securities could have rights senior to those of common stock. Because the decision to issue securities in the future offering will depend on numerous considerations, including factors beyond the Combined Company’s control, neither Urgently nor Otonomo can predict or estimate the amount, timing or nature of any future issuances of debt or equity securities. As a result, stockholders will bear the risk of future issuances of debt or equity securities reducing the value of their common stock or diluting their interest, as applicable.

The Combined Company may issue additional shares of common stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of the common stock.

The Combined Company may issue additional shares of common stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions or repayment of outstanding indebtedness, without stockholder approval, in a number of circumstances.

The Combined Company’s issuance of additional shares of common stock or other equity securities of equal or senior rank would have the following effects:

•

existing stockholders’ proportionate ownership interest would decrease;

•

the amount of cash available per share, including for payment of dividends (if any) in the future, may decrease;

•

the relative voting strength of each previously outstanding share of common stock may be diminished; and

•

the market price of the Combined Company’s common stock may decline.

If the Combined Company is deemed to be an investment company under the Investment Company Act, it may be required to institute burdensome compliance requirements and its activities may be restricted.

If the Combined Company is deemed to be an investment company under the Investment Company Act, its activities may be restricted, including:

•

restrictions on the nature of the Combined Company’s investments; and

•

restrictions on the issuance of securities.

In addition, it may be subject to burdensome regulatory requirements, including:

•

registration as an investment company;

•

adoption of a specific form of corporate structure; and

•

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

In order not to be regulated as an investment company under the Investment Company Act, unless it can qualify for an exclusion, the Combined Company must ensure that it is engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Neither Urgently nor Otonomo believes that the Combined Company’s anticipated principal activities following the Merger will subject it to the Investment Company Act. However, if the Combined Company is deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder its ability to execute on its business plan.

116

Following the consummation of the Merger, the Combined Company does not intend to pay dividends for the foreseeable future.

Following the consummation of the Merger, the Combined Company intends to retain any future earnings to finance the operation and expansion of its business and does not expect to declare or pay any dividends in the foreseeable future. Moreover, the terms of any revolving credit facility into which the Combined Company or any of its subsidiaries enters may restrict its ability to pay dividends, and any additional debt incurred by the Combined Company or any of its subsidiaries in the future may include similar restrictions. As a result, stockholders must rely on sales of their common stock after price appreciation as the only way to realize any future gains on their investment.

117

OTONOMO’S SPECIAL GENERAL MEETING

General; Date; Time and Place

The Otonomo Technologies Ltd. special general meeting, referred to as the Special Meeting, will be held on September 18, 2023 at 5:00 p.m., Israel time, at Otonomo’s executive offices at 16 Abba Eban Blvd., Herzliya Pituach 467256, Israel.

Purpose of the Special Meeting

The Special Meeting is being held for the purpose of considering proposals to approve (i) the Merger Proposal, (ii) the CEO Retention Bonus Proposal and (iii) the CFO Retention Bonus Proposal.

Otonomo shareholders will also be asked to consider and, as applicable, vote upon, any other business that may properly come before the Special Meeting or any adjournment or postponement of the Special Meeting, including voting on the adjournment or postponement of such meetings. Otonomo currently does not contemplate that any other matters will be considered at the Special Meeting.

Shareholders Entitled to Vote; Otonomo Record Date

Only shareholders of record at the close of business on July 20, 2023, the Otonomo record date, shall be entitled to receive notice of and to vote at the Special Meeting and any continuation, postponement, or adjournment of the Special Meeting. Shareholders who, as of the Otonomo record date, held Otonomo Ordinary Shares on Nasdaq through a bank, broker or other nominee which is a shareholder of record of Otonomo or which appears in the participant list of a securities depository, are considered to be beneficial owners of shares held in street name. These proxy materials are being forwarded to beneficial owners by their bank, broker or other nominee that are considered the holder of record. Beneficial owners have the right to direct how their shares should be voted and are also invited to attend the Special Meeting but may not vote their shares in person at the meeting without obtaining, prior to the meeting, a legal proxy from such bank, broker or other nominee that authorizes them to vote their shares, and an account statement showing that they held the shares in their account as of the Otonomo record date. Proxy materials for shareholders who, as of the Otonomo record date, held Otonomo Ordinary Shares registered directly in their name (or in the name of a trustee on their behalf) with Otonomo’s transfer agent, American Stock Transfer & Trust Company, are being sent directly to the shareholders (or to such trustee) by Otonomo’s transfer agent, and can vote their shares by attending the Special Meeting or by completing and signing one or more proxy cards. Alternatively, all of the above-described categories of shareholders as of the Otonomo record date may vote their shares or direct how their shares are voted in other manners without attending the Special Meeting, as described below.

As of July 12, 2023, there were 9,864,353 Otonomo Ordinary Shares issued and outstanding, each of which is entitled to one vote on each of the matters to be presented at the Special Meeting.

Shareholders who hold Otonomo Ordinary Shares that are registered in their name will be receiving a proxy card for their Otonomo Ordinary Shares and will need to complete, sign and submit such proxy card in order to ensure that their shares are voted in the Otonomo Ordinary Share vote that is being held with respect to the Proposals at the Special Meeting.

Recommendation of the Otonomo Board

After careful consideration, the Otonomo Board (excluding directors who may be deemed to have a personal interest in the Merger, as defined under the Companies Law) has:

•

determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to, and in the best interests of, Otonomo and its shareholders;

118

•

approved the Merger Agreement, the Merger and the other transactions and actions contemplated by the Merger Agreement;

•

determined that considering the financial position of the merging companies, and assuming, among other things, the accuracy of the representations and warranties of Urgently and Merger Sub in the Merger Agreement, no reasonable concern exists that Otonomo, as the surviving company, will be unable to fulfill its obligations to its creditors as a result of the Merger; and

•

approved and determined to recommend the approval and adoption of the Merger Agreement, the approval of the Merger and approval of the other transactions contemplated by the Merger Agreement to the shareholders of Otonomo, all upon the terms and subject to the conditions set forth in the Merger Agreement.

The directors who may be deemed to have a personal interest, as defined under the Companies Law, in the Merger, did not participate in the discussion and did not provide a vote for adopting the foregoing resolutions. The Otonomo Board (excluding directors who may be deemed to have a personal interest in the Merger, as defined under the Companies Law) unanimously recommends that you vote “FOR” the Merger Proposal, “FOR” the CEO Retention Bonus Proposal and “FOR” the CFO Retention Bonus Proposal.

Quorum and Voting

Under the Articles and the provisions of the Companies Law, the quorum required for the Special Meeting for approval of the Merger Proposal, the CEO Retention Bonus Proposal and the CFO Retention Bonus Proposal is at least two or more shareholders who are present, in person or by proxy or represented by their authorized persons, and who hold or represent in the aggregate 25% or more of the voting rights of Otonomo, and such presence at the Special Meeting will constitute a legal quorum. In addition, pursuant to the provisions of the Companies Law, in order to approve each of the CEO Retention Bonus Proposal and the CFO Retention Bonus Proposal, the Otonomo shareholders’ approval must either (i) include at least a majority of the Otonomo Ordinary Shares voted by shareholders who are not controlling shareholders (within the meaning of the Companies Law) and who are not shareholders who have a personal interest (within the meaning of the Companies Law) in the approval of such proposals, not taking into consideration abstentions or broker non-votes, or (ii) be obtained such that the total number of Otonomo Ordinary Shares held by non-controlling shareholders and non-interested shareholders voted against such proposals does not represent, in each case, more than two percent of the voting rights of Otonomo. Broker non-votes and abstentions will be treated as neither a vote “for” nor “against” any matter, although they will be counted as present in determining whether a quorum is present. Should no legal quorum be present within 30 minutes after the scheduled time for the Special Meeting, the Special Meeting will be adjourned to one week from that day, at the same time and place, i.e., September 25, 2023, at Otonomo’s executive offices at 5:00 p.m., Israel time, at 16 Abba Eban Blvd., Herzliya Pituach 467256, Israel, or to such other day, time and place as the Otonomo Board may indicate in a notice to the Otonomo shareholders. Should such legal quorum not be present 30 minutes after the time set for the adjourned meeting, any number of shareholders present, in person or by proxy, will constitute a legal quorum for the business for which the original Special Meeting was called.

Shareholders wishing to express their position on an agenda item for the Special Meeting may do so by submitting a written statement (“Position Statement”) to Otonomo’s executive offices, c/o Mr. Ben Volkow, at Otonomo Technologies Ltd., 16 Abba Eban Blvd., Herzliya Pituach 467256, Israel, by no later than September 11, 2023. Any Position Statement received that is in accordance with the guidelines set by the Companies Law will be furnished to the SEC on Form 6-K and will be made available to the public on the SEC’s website at http://www.sec.gov.

Voting Results

The preliminary voting results will be announced at the Special Meeting. The final voting results will be published following the Special Meeting in a report of Foreign Private Issuer on Form 6-K.

119

Voting of Proxies and Voting Instructions Forms

Shares held by Otonomo Shareholders of Record

The proxy card that will be mailed to Otonomo’s shareholders of record, and that can be completed, signed, and returned in the envelope that will be enclosed with it.

All votes from Otonomo record shareholders should be received by Vote Processing c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 by 11:59 p.m., Eastern time, on September 17, 2023 (or such earlier deadline as may be indicated on the proxy card) or received at the Otonomo’s Israeli offices by 6:59 a.m., Israel time, on September 18, 2023 in order to be counted towards the tallies of Otonomo Ordinary Shares being voted at the Special Meeting.

In the alternative to the foregoing voting methods, a proxy card may be presented in person to the chairperson of the Special Meeting in order to be counted towards the tally of votes at the meeting. If you are an Otonomo registered shareholder and attend the Special Meeting, you may vote in person, and if you so vote, your proxy will not be used.

Even if you plan to attend the Special Meeting, if you hold your shares in your own name as the shareholder of record, please vote your shares using a proxy. Properly executed proxies that do not contain voting instructions will not be voted in respect of the Merger Proposal, the CEO Retention Bonus Proposal or the CFO Retention Bonus Proposal (unless the required indication is provided under Item 1A, Item 2A and Item 3A of the proxy card indicating under Item 1A whether or not the shareholder is an Urgently Related Person, and under Item 2A and Item 3A whether or not the shareholder is a controlling shareholder of Otonomo or has personal interest in the votes).

Otonomo Shares Held in “Street Name” on Nasdaq

If your Otonomo Ordinary Shares are held on Nasdaq, either in a stock brokerage account or by a bank, broker or other nominee, you are considered the “beneficial owner” of the shares held for you in what is known as “street name.” If this is the case, you might instruct your bank, broker or other nominee how to vote by completing and returning the voting instruction form provided by your bank, broker or other nominee, or by providing voting instructions via the Interest (at www.proxyvote.com) or via telephone (as per the directions on the enclosed voting instructions form). If you plan to attend the Special Meeting and vote in person, you will be required to present a “legal proxy” from your bank, broker or other nominee, along with an account statement showing ownership of your Otonomo Ordinary Shares as of the Otonomo record date, in order to be given a ballot to vote the shares in person at the meeting.

Revoking or Changing Your Vote

Shares Held by Otonomo Registered Shareholders

•

If you are a shareholder of record of Otonomo, any proxy that you give pursuant to this solicitation may be revoked by you at any time before it is voted. Proxies may be revoked in one of three ways:

•

You can send a written notice stating that you would like to revoke your proxy, which notice must be received in our executive offices before the deadline for receipt of proxies;

•

you can complete and submit a new proxy card dated later than the first proxy card, which must be received no later than the deadline applicable to a notice of revocation, as described above; or

•

you can attend the Special Meeting and file a written notice of revocation or make an oral notice of revocation of your proxy with the chairperson of the Special Meeting and then vote in person. Your attendance at the Special Meeting will not revoke your proxy in and of itself.

Any written notice of revocation or subsequent proxy submitted to Otonomo in advance of the Special Meeting should be delivered to Otonomo’s principal executive offices, located at 16 Abba Eban Blvd., Herzliya Pituach 467256, Israel, Attention: Maya Nassie-Neeman, General Counsel, or hand-delivered to Otonomo’s Chairman of the Board at or before the taking of the vote at the special general meeting.

120

The Proxy

Mr. Benjamin Volkow, Otonomo’s Chief Executive Officer and Chairman of the Otonomo Board, and Mrs. Maya Nassie-Neeman, Otonomo’s General Counsel, each individually, will serve as proxies for shareholders of Otonomo under the enclosed form of proxy with respect to the Proposals to be voted upon at the Special Meeting.

Vote Required for the Proposals

The approval of the Merger Proposal requires the affirmative vote of holders of at least a majority of the Otonomo Ordinary Shares present, in person or by proxy (including by voting deed), and voting on the Merger Proposal at a quorate Special Meeting and compliant with Section 320(c) of the Companies Law (not taking into consideration abstentions or broker non-votes), excluding any Otonomo Ordinary Shares that are held by Urgently, Merger Sub or an Urgently Related Person.

The approval of each of the CEO Retention Bonus Proposal and the CFO Retention Bonus Proposal requires the affirmative vote of holders of at least a majority of the Otonomo Ordinary Shares present, in person or by proxy (including by voting deed), and voting on such proposals at a quorate Special Meeting (not taking into consideration abstentions or broker non-votes). In addition, in order to approve each of the CEO Retention Bonus Proposal and the CFO Retention Bonus Proposal, the Otonomo shareholders’ approval, in each case, must either (i) include at least a majority of the Otonomo Ordinary Shares voted by shareholders who are not controlling shareholders (within the meaning of the Companies Law) and who are not shareholders who have a personal interest (within the meaning of the Companies Law) in the approval of such proposals, not taking into consideration abstentions or broker non-votes or (ii) be obtained such that the total number of Otonomo Ordinary Shares held by non-controlling shareholders and non-interested shareholders voted against the such proposals does not represent, in each case, more than two percent of the total voting rights in Otonomo.

For purposes of the foregoing conditions, a “personal interest” means a shareholder’s personal interest in an act or a transaction of a company (i) including the personal interest of any member of a shareholder’s immediate family (i.e., spouse, sibling, parent, parent’s parent, descendant, the spouse’s descendant, sibling or parent, and the spouse of each of these) or an interest of an entity with respect to which the shareholder (or such a family member thereof) serves as a director or the chief executive officer, owns at least 5% of the shares or its voting power or has the right to appoint a director or the chief executive officer; and (ii) excluding an interest arising solely from the ownership of Otonomo Ordinary Shares. In determining whether a vote cast by proxy is disinterested, the conflict of interest/personal interest of the proxy holder is also considered and will cause that vote to be treated as the vote of an interested shareholder, even if the shareholder granting the proxy does not have a conflict of interest/ personal interest in the matter being voted upon.

Under Section 268 of the Companies Law, a “controlling shareholder” is any shareholder that has the ability to direct a company’s activities (other than solely by means of being a director or office holder of the company) including, with respect to the Merger Proposal, a person who holds 25% or more of the voting rights at the general meeting of Otonomo if there is no other person who holds more than 50% of the voting rights of Otonomo. For these purposes, two or more persons holding voting rights in a company, each of whom has a personal interest in the approval of the transaction being brought for approval of a company’s shareholders are considered to be joint holders. A person is presumed to be a controlling shareholder if he, she or it holds or controls, by himself, herself or itself, or together with others, one-half or more of any one of the “means of control” of a company. “Means of control” is defined as any one of the following: (i) the right to vote at a general meeting of a company, or (ii) the right to appoint directors of a company or its chief executive officer.

121

the retention bonus being paid by Otonomo to certain executives officers in connection with the contemplated Merger in the aggregate amount of $1.47 million in cash (which includes, for the avoidance of doubt, the M&A Retention Bonus)) and (ii) may negotiate new employment/consulting terms with Urgently to go into effect after the Effective Time. Mr. Benjamin Volkow disclosed to the Otonomo Board prior to its approval of the Merger Agreement that (x) he is expected to serve as a director on the board of directors of Urgently after the Merger and that such service may rise to a personal interest and (y) pursuant to the terms of the Merger Agreement, Otonomo’s directors and executive officers will be entitled to continued indemnification and directors’ and officers’ liability insurance for a period of seven years after the Effective Time. In light of those personal interests, in accordance with the provisions of the Companies Law, the Merger Proposal was approved by the audit committee of the Otonomo Board prior to being approved by the Otonomo Board. In addition, the CEO Retention Bonus Proposal, the CFO Retention Bonus Proposal and the procurement of a tail endorsement to Otonomo’s current directors’ and officers’ liability insurance policy for a period of seven years after the Effective Time were each approved by the compensation committee of Otonomo Board prior to being approved by the Otonomo Board. The aggregate voting rights of the Otonomo shareholders who are deemed to have a personal interest in the Merger by virtue of the foregoing are not expected to exceed 25% of the total voting rights in the Special Meeting. These interests are described in more detail in the section titled “The Merger—Interests of Otonomo’s Directors and Executive Officers in the Merger.”

The enclosed form of proxy card requires you to indicate whether you are a controlling shareholder of Otonomo, and whether you have a personal interest in the CEO Retention Bonus Proposal and/or in the CFO Retention Bonus Proposal; and, with respect to the Merger Proposal, indicate whether or not you are a shareholder listed in Section 320(c) of the Companies Law (i.e., whether you are an Urgently Related Person). To make this indication with respect to the Merger Proposal, the CEO Retention Bonus Proposal and the CFO Retention Bonus Proposal, check the box “YES” or “NO” in Item 1A, Item 2A and Item 3A, respectively, in the enclosed proxy card.

Abstentions and broker non-votes will not be treated as having been voted in respect of the Merger Proposal. Consequently, assuming a quorum is present at the meeting, broker non-votes and abstentions will have no effect on the voting with respect to the Merger Proposal.

Share Ownership of Otonomo Directors and Executive Officers

As of July 12, 2023, directors and executive officers of Otonomo beneficially owned, in the aggregate, approximately 16.7% of the issued and outstanding Otonomo Ordinary Shares. See “Security Ownership of Certain Beneficial Owners and Management of Otonomo” for more details concerning the beneficial ownership of Otonomo Ordinary Shares by Otonomo’s directors and executive officers.

Solicitation of Proxies

In addition to solicitation by mail, directors, officers and employees of Otonomo may solicit proxies for the Special Meeting from Otonomo’s shareholders personally or by telephone, facsimile and other electronic means without compensation other than reimbursement for their actual expenses. Arrangements also will be made with bankers, brokers and other nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of Otonomo Ordinary Shares held of record by those persons, and Otonomo will, if requested, reimburse the record holders for their reasonable out-of-pocket expenses in so doing.

Otonomo has retained D.F. King & Co., Inc., a proxy solicitation firm, to perform various solicitation services in connection with the Special Meeting. Otonomo will pay D.F. King & Co., Inc. a customary fee, plus phone and other related expenses, in connection with its solicitation services. D.F. King & Co., Inc. has engaged certain of its employees to assist us in connection with the solicitation of proxies.

Attending the Special Meeting

All Otonomo shareholders, including joint holders, who held shares of record as of the close of business on July 20, 2023, the Otonomo record date, and other persons holding valid proxies for the Special Meeting are

122

entitled to attend the meeting. All shareholders and their proxies should be prepared to present a valid photo identification. In addition, if you are a registered holder of Otonomo Ordinary Shares, your name is subject to verification against the list of registered holders on the Otonomo record date prior to being admitted to the Special Meeting. Otonomo’s shareholders who are not registered holders but hold shares on Nasdaq through a bank, broker or other nominee in “street name” and wish to attend the meeting should be prepared to provide proof of beneficial ownership as of the record date, such as a recent account statement as of July 20, 2023, the Otonomo record date, or similar evidence of ownership. A “street name” holder who wishes to vote his, her or its Otonomo Ordinary Shares at the Special Meeting will be required to present a “legal proxy” from the bank, broker or other nominee through which the shares are held. If you do not provide photo identification or the foregoing documentation or comply with the other procedures outlined above upon request, you will not be admitted to the Special Meeting.

Contact for Questions and Assistance in Voting

If you have a question about the Merger or how to vote or revoke a proxy, you should contact:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Banks and Brokers Call: (212) 269-5500

Call Toll Free: (800) 290-6426

Email: OTMO@dfking.com

Other Matters

Otonomo is not aware of any other business to be acted upon at the Special Meeting. If, however, other matters are properly brought before the Special Meeting or any adjournment or postponement of the Special Meeting, the persons named as proxy holders will each have discretion to act on those matters, including to vote in their discretion to adjourn or postpone the Special Meeting or any adjournment of postponement thereof.

123

THE MERGER PROPOSAL

At the Special Meeting, Otonomo’s shareholders will be asked to consider and vote on the following proposal, which is more fully described elsewhere in this proxy statement/prospectus:

124

THE MERGER

This section and the section entitled “The Merger Agreement” describe the material aspects of the Merger, including the material provisions of the Merger Agreement. The following description of the Merger Agreement is subject to, and qualified in its entirety by reference to, the Merger Agreement, which is attached to this proxy statement/prospectus as Annex A, and is incorporated by reference into this proxy statement/prospectus. We urge you to read the Merger Agreement carefully and in its entirety, as it is the legal document governing the Merger.

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement, but it does not purport to catalogue every conversation and correspondence among representatives of Urgently, Otonomo and their respective advisors. All dates and times referred to in the following chronology are Eastern time unless otherwise indicated. The following disclosures relating to events in which only one of the parties to the Merger participated are the sole statements of such participating party. Unless otherwise specifically indicated, neither such other party to the Merger, nor any of its affiliates or representatives, were involved in such events and interactions and are thus not informed enough to make a basis for any of the below claims related to the specific events and interactions disclosed.

In an effort to enhance stockholder value, Urgently’s and Otonomo’s boards of directors and management teams regularly review and discuss near and long-term operating and strategic priorities for their respective companies. Among other things, these reviews and discussions focus on the opportunities and risks associated with their respective companies current and future service offerings, competitive position, financial condition, near-term financial margin and cost improvements, business opportunities and prospects, and potential long-term strategic options, including the potential of pursuing a public offering, merger, or other strategic transaction. These reviews and discussions also take into account the current business and economic environments, as well as developments in the industries in which the companies operate, and the opportunities and challenges facing participants in those industries.

As a result of their respective regular evaluations, Urgently’s management team was generally familiar with Otonomo, its management team, and its business, and Otonomo’s management team was generally familiar with Urgently, its management team, and its business.

During the fourth quarter of 2021, the share price of Otonomo Ordinary Shares declined due, in part, to macroeconomic factors and Otonomo’s financial and operating performance compared to market expectations. In response, the Otonomo Board discussed a number of potential strategic alternatives, including conducting a sales process, searching for potential acquisition targets and remaining as a standalone business. The Otonomo Board discussed these potential paths in depth, including the relative merits of each option in relation to providing value to Otonomo’s shareholders. The Otonomo Board authorized Otonomo senior management to meet with a number of potential financial advisors to assist Otonomo with potential strategic transactions.

In December 2021, Otonomo’s management team met with Needham & Company, LLC (“Needham”). Following the meeting, the Otonomo Board authorized Otonomo’s management to engage Needham as Otonomo’s exclusive financial advisor in connection with evaluating potential strategic transactions involving Otonomo, including inbound offers, outbound market interest and other synergistic strategic transactions.

On December 24, 2021, Otonomo and Needham executed an engagement letter for the services noted above.

Between December 2021 and February 2023, Otonomo entered into nondisclosure agreements with thirteen counterparties relating to potential strategic transactions, two of which contained a standstill provision; five of these counterparties received access to a data room with confidential information of Otonomo, none of which ultimately made a proposal with respect to a transaction involving Otonomo.

125

During December 2021 and January 2022, representatives of Needham reviewed with Mr. Benjamin Volkow, Otonomo’s Chief Executive Officer and Chairman of the Otonomo Board, as well as other members of Otonomo senior management, the process, timelines and considerations relating to buyer outreach and an estimated timeline.

On February 22, 2022, the Chief Executive Officer of a public company in the automotive technology sector (“Company A”) reached out to a member of the Otonomo Board to express Company A’s interest in a potential strategic transaction with Otonomo.

In early March 2022, Mr. Volkow held a telephonic call with a representative of Company A to discuss Company A’s interest in a strategic transaction with Otonomo. The parties did not discuss specific terms of a transaction between Company A and Otonomo on the call.

On March 18, 2022, Company A and Otonomo executed a mutual nondisclosure agreement, which contained a standstill provision.

On March 20, 2022, the Otonomo Board held a virtual meeting attended by representatives of Otonomo’s management team to discuss, among other things, the nondisclosure agreement with Company A. Mr. Volkow informed the Otonomo Board that Company A communicated that they had engaged bankers and Company A was working with their bankers on the preparation of an offer to acquire Otonomo.

On March 31, 2022, Otonomo terminated its initial engagement with Needham.

On April 30, 2022, the Chief Executive Officer of Company A sent a letter of intent to Mr. Volkow. Following receipt of the letter of intent, Mr. Volkow shared the letter with the Otonomo Board. The letter of intent provided that Company A would acquire Otonomo in an all-stock transaction at the market price at which the Otonomo Ordinary Shares were trading (a zero-premium offer). The letter of intent contemplated that the parties would execute definitive agreements relating to the transaction by June 1, 2022.

On May 2, 2022, the Otonomo Board held a virtual meeting attended by representatives of Otonomo’s management team to discuss the letter of intent received from Company A. Ms. Moav presented to the Otonomo Board an initial financial analysis of Company A and the acquisition proposal included in Company A’s letter of intent. Following extensive discussion among the Otonomo Board, the Otonomo Board instructed Mr. Volkow to inform Company A that it did not believe a transaction with Company A was in the best interests of Otonomo’s shareholders.

On May 3, 2022, Mr. Volkow informed the Chief Executive Officer of Company A that the Otonomo Board was not interested in a transaction with Company A as it did not believe a transaction with Company A was in the best interests of Otonomo’s shareholders.

On May 9, 2022, Company A delivered a withdrawal letter of their letter of intent.

On September 9, 2022, representatives of Otonomo management reached out to representatives of Needham to begin the process of re-engaging Needham to evaluate potential strategic transactions.

On September 13, 2022, Company A delivered a revised letter of intent to Mr. Volkow. Following receipt of the letter of intent, Mr. Volkow shared the letter with the Otonomo Board. The revised letter of intent provided that Company A would acquire Otonomo in an all-stock transaction whereby Otonomo’s shareholders would receive 40% of the pro forma ownership of the Combined Company. The revised letter of intent contemplated that Company A would be in a position to complete due diligence of Otonomo within three weeks of receiving access to Otonomo’s data room.

126

On September 20, 2022, the Otonomo Board held a virtual meeting attended by representatives of Otonomo’s management team, Goldfarb Gross Seligman & Co. (“Gross”) and Latham & Watkins LLP (“Latham”) to discuss, among other items, the revised letter of intent from Company A, a potential strategic transaction with a public company in the autonomous vehicle technology sector (“Company B”) and the general process for a sale transaction (including timing, among other considerations). The Otonomo Board instructed Otonomo’s management to explore strategic alternatives, including potential business combination transactions and remaining as a standalone company.

On September 23, 2022, Company B and Otonomo executed a mutual nondisclosure agreement, which contained a standstill provision.

On October 6, 2022, Otonomo and Needham executed a new engagement letter for the services noted above.

Also on October 14, 2022, Company B delivered to Mr. Volkow a letter of intent providing that Company B would acquire Otonomo in an all-stock transaction that would value Otonomo at $4.50 to $4.80 per share, representing a 30-40% premium over the then-current trading price of the Otonomo Ordinary Shares. The letter of intent also provided that the parties would aim to execute definitive agreements relating the transaction in late-November.

On October 16, 2022, Company A delivered to Mr. Volkow a letter reiterating their interest in a business combination transaction with Otonomo and re-confirming the offer terms provided in their revised letter of intent that was delivered to Mr. Volkow on September 13, 2022.

On October 19, 2022, Mr. Volkow contacted Mr. Matthew Booth, Urgently’s Chief Executive Officer, and Mr. Chris Spanos, Urgently’s strategic advisor, to discuss and explore a potential strategic transaction between Otonomo and Urgently.

On October 20, 2022, the Otonomo Board held a virtual meeting attended by representatives of Otonomo’s management team, Needham, Gross and Latham to discuss, among other items, a new business combination transaction proposal received from Company A, ongoing discussions with Company B, and next steps for Otonomo’s strategic process. During the meeting, representatives of Needham led discussions with the Otonomo Board on the latest offer received from Company A and potential next-steps. At the end of the meeting, the Otonomo Board instructed Needham to continue negotiations with representatives of Company A and Company B and to approach additional third-parties regarding a potential strategic transaction, in each case, to maximize shareholder value.

On October 24, 2022, Company A delivered a revised letter of intent to Mr. Volkow. Following receipt of the letter of intent, Mr. Volkow shared the letter with the Otonomo Board. The revised letter of intent provided that Company A would acquire Otonomo in an all-stock transaction whereby Otonomo’s shareholders would receive a to-be-determined increased percentage of the pro forma ownership of the Combined Company; provided that the transaction between the parties close before April 30, 2023. The revised letter of intent contemplated that the parties would enter into a definitive merger agreement by November 10, 2022.

Also on October 24, 2022, Urgently and Otonomo entered into a mutual non-disclosure agreement, which did not contain a standstill provision.

On October 26, 2022, after conferring with members the Urgently Board, Mr. Booth, Mr. Spanos, and Mr. Timothy Huffmyer, Urgently’s Chief Financial Officer, engaged in introductory discussions with Mr. Volkow and Ms. Moav to assess whether there was mutual interest in engaging in discussions concerning a potential strategic transaction.

Also on October 26, 2022, the Otonomo Board held a virtual meeting attended by representatives of Otonomo’s management team, Needham, Gross and Latham to discuss, among other items, the status of ongoing

127

negotiations between Otonomo and each of Company A and Company B. Representatives of Needham led discussions with the Otonomo Board on the latest information received from both Company A and Company B. Representatives from Needham then presented the terms of a revised transaction proposal from Company A, which contemplated the execution of definitive agreements and announcement of a transaction the week of November 10, 2022. Following discussions among the Otonomo Board and the other representatives in the meeting, the Otonomo Board instructed Needham to negotiate improved exchange ratio terms with Company A and to ask Company A for additional information about the plan for the combined business. Mr. Volkow then discussed with the Otonomo Board initial discussions he and Ms. Moav had with Urgently the previous week. The Otonomo Board instructed Needham, in addition to the ongoing negotiations with Company A, to continue discussions and negotiations with Company B and Urgently, and to continue reaching out to other potential counterparties.

On October 28, 2022, Company A delivered a revised letter of intent to Mr. Volkow. Following receipt of the letter of intent, Mr. Volkow shared the letter with the Otonomo Board. The revised letter of intent provided that Company A would acquire Otonomo in an all-stock transaction whereby Otonomo’s shareholders would receive 44.25% of the pro forma ownership of the Combined Company. The revised letter of intent reiterated that the parties would enter into a definitive merger agreement by November 10, 2022.

On October 30, 2022, the Otonomo Board held a virtual meeting attended by representatives of Otonomo’s management team, Needham, Gross and Latham to discuss, among other items, the status of ongoing negotiations between Otonomo and each of Company A, Company B and Urgently. Representatives of Needham led discussions with the Otonomo Board on the latest information received from each of Company A, Company B and Urgently. The Otonomo Board instructed Needham to accelerate negotiations with potential counterparties, including Company A, Company B and Urgently. The Otonomo Board also instructed Needham to undertake an analysis to show the value to Otonomo’s shareholders of each of the potential transactions.

On October 31, 2022, Messrs. Booth and Huffmyer called Mr. Volkow and Ms. Moav to further discuss a potential strategic transaction between Otonomo and Urgently, including a potential transaction that would result in Urgently stockholders holding a majority of the equity in the Combined Company and Urgently management would become management of the Combined Company. The parties also discussed the likelihood that Urgently would likely be able to deliver its stockholder approval at signing of a definitive agreement and that Otonomo would likely be able to obtain voting agreements from its significant shareholders, including its largest shareholder, Mithaq Capital.

On November 1, 2022, Mr. Volkow informed the Otonomo Board that Company A had accepted Otonomo’s counterproposal pursuant to which Otonomo’s shareholders would receive 49.9% of the pro forma ownership of the Combined Company.

On November 2, 2022, the Otonomo Board held a virtual meeting attended by representatives of Otonomo’s management team, Needham, Gross and Latham to discuss, among other items, the status of ongoing negotiations between Otonomo and Company A, including the need to obtain a fairness opinion in connection with any transaction with Company A. Representatives of Needham provided an update to the Otonomo Board on the status of the transaction outreach process. The Otonomo Board instructed Needham to continue to analyze the value to shareholders of each of the potential transactions (including the proposed transactions with Company A, Company B and Urgently) as well as a standalone business model.

Also on November 2, 2022, members of Urgently’s management and the Urgently Board discussed and considered various matters, including strategic alternatives, near term loan refinancing options, a potential transaction with Otonomo and valuation framework therefor, and the potential engagement of a financial advisor, including consideration of Evercore Group L.L.C. (“Evercore”) as Urgently’s financial advisor. The Urgently Board authorized management to negotiate and execute an engagement letter with Evercore to serve as Urgently’s financial advisor.

128

Between November 2, 2022 and November 13, 2022, members of Urgently’s management and the Urgently Board and representatives of Evercore engaged in various internal discussions and additional discussions with Mr. Volkow and Ms. Moav to consider each company’s businesses and operations, potential transaction structures, timing, process, and the diligence required to evaluate Otonomo’s financial position, strategic assets, and outstanding obligations and liabilities.

Between November 4, 2022 and November 25, 2022, Otonomo, Company A and their respective advisors held numerous telephonic and virtual meetings. In addition, the parties exchanged drafts of a definitive merger agreement as well as ancillary agreements, including voting agreements. Otonomo and its advisors, including Needham, conducted extensive due diligence of Company A.

On November 9, 2022, the Otonomo Board held a virtual meeting attended by representatives of Otonomo’s management team, Needham and Gross to discuss, among other items, the status of ongoing negotiations between Otonomo and Company A. Representatives of Needham presented to the Otonomo Board an update on the transaction outreach process and informed the Otonomo Board that Company A and Urgently were the only two counterparties in active negotiations with Otonomo. In addition, the group discussed Company A’s proposed timeline and the likelihood of finding a more attractive alternative transaction. The Otonomo Board instructed Needham to continue reaching out to other potential counterparties and accelerate negotiations with Urgently. At the direction of the Otonomo Board, Needham made outreach to 14 potential counterparties to a potential strategic transaction, none of whom expressed any interest.

On November 12, 2022, Otonomo received a written offer from a public company in the systems software sector (“Company C”) for a “merger-of-equals” business combination transaction.

On November 14, 2022, the Urgently Board held a virtual meeting, at which members of Urgently’s management, and representatives of Evercore were present. During the meeting, there was discussion concerning a potential non-binding letter of intent contemplating a business combination between Urgently and Otonomo and the terms thereof. the Urgently Board determined it was in the best interests of Urgently to move forward with the non-binding letter of intent.

Later that day, Mr. Booth sent Mr. Volkow a non-binding letter of intent for a business combination to be completed as a stock-for-stock merger pursuant to which Otonomo as the Combined Company would be renamed Urgently, continue to be listed on the NASDAQ exchange and redomicile to the U.S. in time. The non-binding letter of intent contemplated that Otonomo would be valued based on its cash balance at the Closing, and estimated that Otonomo’s shareholders would receive approximately twenty percent (20%) of the fully-diluted ownership of the Combined Company, which ownership split assumed Otonomo had a $120 million cash balance at the Closing and implied that Urgently had an enterprise value of approximately $550 million.

On November 14, 2022, Otonomo entered into a mutual nondisclosure agreement with Company C, which did not contain a standstill provision.

On November 15, 2022, Otonomo received a revised written offer for a business combination transaction from Company C. The written offer contemplated that Company C would acquire Otonomo for all-stock consideration; provided, however, that Otonomo would distribute a portion of its cash to its shareholders in a special dividend prior to consummation of the proposed transaction.

On November 15, 2022, Mr. Volkow participated in a number of virtual meetings with Otonomo’s advisors, including representatives from Latham, Needham and Gross, to discuss the status of negotiations with Company A, the offer it received from Company C, and the expectation that Otonomo would receive an offer from Urgently.

Also November 15, 2022, Mssrs. Booth and Volkow discussed the terms set forth in the non-binding letter of intent, including potential revisions thereto, and on November 16, 2022, representatives of Evercore and Needham had an introductory meeting to discuss the non-binding letter of intent.

129

On November 17, 2022, Otonomo Board held a virtual meeting attended by representatives of Otonomo’s management team, Needham, Gross and Latham, to discuss, among other items, the status of the negotiations with Company A, the offer it received from Company C and the talks and terms discussed in the anticipation of receiving an offer from Urgently. Representatives of Needham presented to the Otonomo Board on the status of negotiations with each party and the value that each offer was ascribing to Otonomo. The Otonomo Board instructed Needham to cease ongoing negotiations with Company C, as they deemed the offer not to be in the best interests of Otonomo’s shareholders due to the low value ascribed to Otonomo.

Also on November 17, 2022, the Urgently Board held an in-person meeting in Boston at which members of Urgently’s management, and representatives of Evercore were present. During the meeting, there was discussion concerning the discussions with Otonomo and its management and advisors, including revisions to the terms of the non-binding letter of intent. There was also discussion concerning various strategic alternatives to a potential transaction with Otonomo, including a recapitalization and potential sale of Urgently.

On November 19, 2022, Mr. Booth sent Mr. Volkow a revised non-binding letter of intent and a priority due diligence request list, which requested, among other things, an estimate of potential cash at the Closing and disclosure of reported and contingent liabilities in the near- and medium-term. The revised non-binding letter of intent contemplated that the business combination would be completed by a mutually agreeable transaction structure that would be most expedient and tax efficient for both companies, and contemplated that the Combined Company would retain Otonomo’s Israeli domicile to expedite closing of the transaction. The revised non-binding letter of intent ascribed an enterprise value to Urgently ranging between $375 million and $425 million and indicated that Otonomo would be valued based on its cash balance at the Closing, without a minimum amount of cash required to close, estimating that Otonomo’s shareholders would receive between twenty-three percent (23%) and twenty-six percent (26%) of the fully-diluted ownership of the Combined Company based on certain cash estimates determined through financial diligence. The Otonomo valuation was based on an expected net cash balance at the Closing, factoring in targeted cash burn, costs of facility closures, severance costs and other wind-down costs, subject to continuing diligence.

On November 20, 2022, the Otonomo Board held a virtual meeting attended by representatives of Otonomo’s management team, Needham, Gross and Latham to discuss, among other items, the revised non-binding letter of intent received on November 19, 2022 from Urgently. Representatives of Needham discussed with the Otonomo Board Urgently’s business and the valuation ascribed to Otonomo and the Combined Company in the revised non-binding letter of intent. Following extensive discussion, the Otonomo Board instructed Mr. Volkow to communicate to Company A that Otonomo was strongly considering the improved offer received from a third-party (Urgently). In addition, the Otonomo Board instructed Needham to further analyze the revised non-binding letter of intent and to inform Urgently that Otonomo expected a high break-up fee in order to enter into exclusive negotiations with Urgently.

On November 22, 2022, the Otonomo Board held a virtual meeting attended by representatives of Otonomo’s management team, Needham, Gross and Latham to discuss, among other items, the status of negotiations with both Company A and Urgently. Representatives of Gross then presented to the Otonomo Board the revised non-binding letter of intent Otonomo intended to send to Urgently later that day. Following extensive discussions, the Otonomo Board instructed Needham to share the revised proposal with Urgently and to continue ongoing negotiations with Urgently.

Also on November 22, 2022, Mr. Volkow sent Mr. Booth a revised non-binding letter of intent contemplating a stock-for-stock merger pursuant to which Urgently would become a wholly owned subsidiary of Otonomo. The revised non-binding letter of intent contemplated that either the Combined Company retain Israeli domicile or a new U.S. topco would be formed to acquire both of Otonomo and Urgently. Further, the non-binding letter of intent provided substantially similar valuation provisions, contemplating that Otonomo’s shareholders would receive between twenty-three and a half percent (23.5%) and twenty-seven percent (27%) of the fully-diluted ownership of the Combined Company (taking into account conversion of any and all outstanding convertible and

130

exercisable securities and adjusting the relative valuation for each party based on the outstanding net debt of each party) depending on Otonomo’s consolidated cash at the end of the calendar month preceding the Closing and assuming that Urgently’s enterprise value was approximately $375 million. The revised non-binding letter of intent also provided that Urgently and Otonomo would have the right to designate seventy-five percent (75%) and twenty-five percent (25%) of the members of the board of directors of the Combined Company, respectively. It also contemplated that both companies would consider obtaining a representation and warranty insurance policy with respect to any breaches of the representations or warranties contained in the definitive agreement. It included an exclusivity period of thirty (30) days from the date of execution of the letter of intent, and a breakup fee of $5,000,000 for Otonomo if Urgently failed to sign a definitive agreement within forty-five (45) days from the date of execution of the letter of intent.

Between November 22, 2022 and November 27, 2022, upon further review and discussion with Evercore, Wilson Sonsini Goodrich and Rosati, P.C. (“Wilson Sonsini”) legal counsel to Urgently, Herzog Fox & Neeman (“Herzog”) legal counsel to Urgently, Needham, Latham and Gross, management and members of the boards of directors of Urgently and Otonomo determined to abandon the structure whereby the Combined Company would retain Israeli domicile given certain tax implications, including the risk that such a transaction structure could result in a taxable event for Urgently’s stockholders, and given the difficulty for the Combined Company to redomicile to the U.S. in the future. During such period, management of Urgently and Otonomo further negotiated the terms of the non-binding letter of intent, with specific focus on Otonomo’s proposed breakup fee. The parties also discussed the potential duration of the period between signing and closing of a definitive agreement, and determined it would likely be longer than originally anticipated given the need to register the issuance of shares under the Securities Act on a Form S-4 and the uncertainty surrounding the length of the SEC review process.

On November 25, 2022, the Otonomo Board held a virtual meeting attended by representatives of Otonomo’s management team, Needham, Gross and Latham to discuss, among other items, the status of the potential transaction with Company A, including diligence performed to date. In light of the status of negotiations with Urgently and the diligence performed to date on Company A, the Otonomo Board instructed Needham and Mr. Volkow to terminate ongoing negotiations with Company A. In addition, the Otonomo Board asked that Needham and Otonomo’s management continue negotiations with Urgently and further analyze whether a transaction with Urgently was a better alternative than remaining as a standalone company.

Later on November 25, 2022, representatives of Otonomo informed representatives of Company A that Otonomo was terminating ongoing negotiations regarding a transaction among the parties.

On November 26, 2022, representatives of Company A informed Otonomo that it was willing to increase its offer to provide that Otonomo’s shareholders would receive 52% of the pro forma ownership of the Combined Company but that such offer was a “best and final” offer.

On November 26, 2022 and November 27, 2022, Otonomo’s management held telephonic and virtual calls with representatives of Needham, Gross and Latham to discuss terms, process and timeline of a potential transaction with Urgently.

On November 27, 2022, the Otonomo Board held a virtual meeting attended by representatives of Otonomo’s management team, Needham, Gross and Latham to discuss, among other items, the updated offer from Company A and the status of negotiations with Urgently. The Otonomo Board rejected Company A’s “best and final” offer as insufficient and not in the best interest of Otonomo and its shareholders and instructed Otonomo’s management to move forward with negotiations with Urgently.

On November 27, 2022, Urgently and Otonomo entered into the non-binding letter of intent which proposed for a new U.S. topco to be formed to acquire both companies (or such other structure that would result in a publicly traded U.S. topco). The valuation provisions were substantially similar to the prior draft non-binding letters of

131

intent and contemplated that Otonomo’s shareholders would receive between twenty-three percent (23%) and twenty-seven percent (27%) of the fully-diluted ownership of the Combined Company (taking into account conversion of any and all outstanding convertible and exercisable securities and adjusting the relative valuation for each party based on the outstanding debt of each party) depending on Otonomo’s consolidated “net cash” (i.e., cash and cash equivalents less certain customary deductions) at the Closing. The final non-binding letter of intent provided that members of Urgently management would continue as the management team for the Combined Company, and that Urgently and Otonomo would have the right to designate five (5) and two (2) members of the board of directors of the Combined Company, respectively. It also included an exclusivity period ending on December 31, 2022.

On November 30, 2022, representatives of Latham, Gross, Somekh Chaikin, a member firm of KPMG International (“Otonomo’s tax advisors”), Wilson Sonsini and Herzog held a legal kickoff call to discuss, among other items, the legal workstreams for the transaction and tax structuring. The parties agreed to hold bi-weekly update calls to track progress of the negotiations and continue to drive the transaction forward.

Between November 30, 2022 and December 1, 2022, the management teams of Urgently and Otonomo, together with representatives of Evercore and Needham, conducted in-person meetings in New York and engaged in business due diligence discussions, including with respect to potential restructuring plans, preliminary HR and organizational discussions, a timeline for the transaction and the anticipated closing date, and to review the financial outlook of each party through the Closing. As part of the discussion, Urgently and Otonomo discussed a proposal whereby the exchange ratio calculation would include a provision that measured Otonomo’s cash as of March 31, 2023 (instead of the Closing) and Otonomo would provide $30 million of bridge loan financing to Urgently in the period between signing and the Closing.

On December 2, 2022, Otonomo provided access to a virtual data room for Urgently to commence corporate and legal diligence on Otonomo. On December 7, 2022, Urgently provided access to a virtual data room for Otonomo to commence corporate and legal diligence on Urgently. Urgently’s corporate and legal diligence was led by Urgently’s management alongside outside counsel, including Wilson Sonsini and Herzog. Otonomo’s corporate and legal diligence was led by Otonomo’s management alongside outside advisors, including Latham, Gross and Otonomo’s tax advisors.

Between December 2, 2022 and December 15, 2022, Urgently and Otonomo and their legal counsel discussed potential transaction structures, including a “double dummy” merger structure, whereby a newly formed U.S. topco would acquire both Urgently and Otonomo, and a reverse triangular merger structure, whereby Urgently would acquire Otonomo and Urgently would become a U.S. publicly traded company. After weighing various factors, the parties agreed to pursue the reverse triangular merger structure, as it was the more simple and straightforward transaction structure, would require fewer approvals and consents from Urgently’s stockholders, and likely would not be a taxable transaction to Otonomo’s shareholders.

Starting on December 5, 2022, Evercore and Needham established bi-weekly standing calls for Urgently’s and Otonomo’s management teams and legal counsel to discuss the status and any open issues of the transaction.

On December 9, 2022, the Urgently Board held a virtual meeting to discuss the non-binding letter of intent with Otonomo, the two (2) day in-person diligence sessions in New York, key diligence focus areas including Otonomo’s cash burn and expected cash level at the Closing, the potential unsecured bridge loan from Otonomo, the Combined Company’s pro forma equity value and extension of exclusivity in order to continue negotiating the potential merger.

On December 10, 2022, Otonomo engaged an advisory firm to provide an opinion as to the fairness from a financial point of view of the consideration to be received by Otonomo’s shareholders in the Merger. During preliminary discussions, Otonomo’s management believed that the advisory firm would make certain assumptions in its analysis, including, among others, that it would not assign significant weight in its evaluation

132

of the appropriate valuation of Urgently to the valuation implied by the terms of its prior convertible note financing. The Otonomo Board did not believe that the insider-led round should be the primary indicator of Urgently’s valuation because, in part, such valuation did not take into account Urgently’s operational and financial improvements since the issuance of the convertible notes in September 2022. In addition, the Otonomo Board raised concerns that the “size premium” the advisory firm proposed to add to the calculation for Urgently’s cost of equity capital did not adequately reflect the market value that the Otonomo Board considered to be appropriate for Urgently’s business based on comparisons to forecasted gross profit of certain publicly traded companies that the Otonomo Board considered relevant in its analysis of Urgently. Finally, the Otonomo Board believed that the proposed perpetual growth rate for calculating Urgently’s “terminal value” for purposes of a discounted cash flow analysis was inconsistent with the revenue growth reflected in the projections of Urgently’s financial performance provided to the Otonomo Board, which the Otonomo Board had concluded was reasonable. The Otonomo Board discussed these assumptions, among other considerations taken into account by the advisory firm, with the assistance of Needham and concluded that they were inappropriate as the primary bases for determining the fair value of Urgently in connection with preparation of a fairness opinion for purposes of the Merger. On January 18, 2023, following discussion of these assumptions and conclusions, among other valuation considerations, the Otonomo Board decided to no longer seek a fairness opinion from the advisory firm. The Otonomo Board instructed Otonomo’s management to engage an alternative firm to opine on the fairness from a financial point of view of the consideration to be received by Otonomo’s shareholders in the Merger.

On December 12, 2022, the Urgently Board held a virtual meeting at which members of Urgently’s management, representatives of Evercore and representatives of Wilson Sonsini were present. During the meeting, Urgently discussed the status of the potential strategic transaction with Otonomo, Urgently’s cash position and long-term model. The Urgently Board also discussed and approved the terms of the engagement letter with Evercore. Subsequently, Urgently entered into the engagement letter with Evercore pursuant to which Evercore would serve as Urgently’s financial advisor in connection with Urgently’s comprehensive assessment of strategic options, including a potential strategic transaction with Otonomo.

On December 21, 2022, Latham provided an initial draft of the Merger Agreement to Wilson Sonsini, and members of Urgently management, which provided, among other things, that Otonomo’s valuation would be based on Otonomo’s cash (and not “net cash” as contemplated by the executed non-binding letter of intent) to be measured as of March 31, 2023 (and not closing as contemplated by the executed non-binding letter of intent). The draft Merger Agreement did not contemplate any indemnities or representation and warranty insurance policies or any bridge loan.

On December 22, 2022, Urgently provided Otonomo with an initial term sheet for an unsecured bridge loan of a principle amount up to $30 million to be used by Urgently to fund growth and working capital requirements and other general corporate purposes between signing and the Closing.

On December 26, 2022, the Otonomo Board held a virtual meeting attended by representatives of Otonomo’s management team, Needham, Gross and Latham to discuss, among other items, the contemplated bridge loan. Members of the Otonomo Board asked questions of Latham and Gross about the proposal and discussed the potential legal and financial implications of extending the bridge loan. The Otonomo Board concluded that the terms of the bridge loan were not consistent with an arms-length loan and instructed Otonomo management to inform Urgently that the proposed terms were not sufficiently at arms-length and the size of the loan was too much and was not in the best interests of Otonomo or its shareholders in the event the proposed transaction did not close.

On December 26, 2022, Urgently and Otonomo agreed to extend the exclusivity under the non-binding letter of intent to January 13, 2023, with an automatic extension to January 20, 2023 if the parties were continuing to engage in active negotiation.

133

On December 27, 2022, Latham communicated to Wilson Sonsini that Otonomo rejected the terms of the initial bridge loan term sheet as offering insufficient arm’s-length terms and a principal amount greater than Otonomo would be willing to loan.

On December 28, 2022, Urgently submitted a revised bridge loan term sheet to Otonomo providing for an unsecured loan up to $15 million with a higher rate of interest.

On January 1, 2023, Wilson Sonsini circulated a revised draft of the Merger Agreement to Latham and members of Otonomo management, which stipulated, among other things, a minimum net cash condition in consideration for Otonomo’s cash being measured as of March 31, 2023, instead of as of the Closing, contemplated that Otonomo’s directors and officers and certain 5% and greater shareholders enter into voting agreements and lock-up agreements, an obligation for Otonomo to provide Urgently a bridge loan during the interim operating period, and a revised formula for calculating the Exchange Ratio.

On January 2, 2023, the Urgently Board held a virtual meeting at which members of Urgently’s management, representatives of Evercore and representatives of Wilson Sonsini were present. During the meeting, Urgently discussed the pro forma capitalization of the Combined Company and the status of negotiations and timing considerations related to the Merger Agreement. During the meeting, the Urgently Board and Wilson Sonsini discussed the advisability of, prior to accepting Otonomo’s position regarding locking the measurement of its cash as of March 31, 2023, Urgently requiring additional protections such as a minimum net cash condition and a requirement to reduce cash burn to protect Urgently’s interests.

On January 3, 2023, Evercore provided Needham an updated set of Urgently’s financials for 2022. Upon receipt of the updated financials, Urgently’s and Otonomo’s management teams and representatives of Evercore and Needham re-engaged in negotiations concerning Urgently’s enterprise value.

On January 4, 2023, Mr. Kasper Sage, Mr. Richard Spitzer and Mr. Jim Micali, members of the Urgently Board discussed the transaction with the Otonomo Board.

On January 5, 2023, the Otonomo Board held a virtual meeting attended by representatives of Otonomo’s management team, Needham, Gross and Latham to discuss, among other items, an update on the status of the advisory firm’s preliminary analysis of the Urgently transaction. Representatives from Needham described the process undertaken by the advisory firm. Following extensive discussion, the Otonomo Board instructed Needham to continue to monitor the status of the advisory firm’s preliminary analysis. In addition, Needham provided an update on discussions regarding the enterprise and equity values being ascribed to Urgently.

On January 8, 2023, Latham circulated a revised draft of the Merger Agreement to Wilson Sonsini and members of Urgently management, which again rejected the minimum net cash condition, and contemplated that only Otonomo’s directors, officers, and 5% and greater shareholders that were aware of the transaction would enter into voting agreements, and that no lock-up agreements would be entered into by either party.

On January 9, 2023, Mr. Booth and Mr. Huffmyer reviewed the Urgently advocacy presentation with the Otonomo Board.

On January 11, 2023, Latham and Needham communicated to Wilson Sonsini and Evercore that Otonomo rejected Urgently’s revised bridge loan proposal and offered a $15 million secured facility to be funded as an additional tranche under Urgently’s existing second lien loan agreement. In addition, Needham discussed with Evercore the valuation being ascribed to Urgently in the transaction.

Starting on January 12, 2023, Evercore and Needham established daily standing calls for Urgently’s and Otonomo’s management teams and legal counsel to discuss the status and any open issues of the transaction.

134

Also on January 12, 2023, Gross shared an initial draft of the Otonomo Disclosure Schedules with Wilson Sonsini.

On January 16, 2023, the Urgently Board held a virtual meeting at which members of Urgently’s management, representatives of Evercore and representatives of Wilson Sonsini were present. During the meeting, Urgently discussed status of the potential merger, discussed the advisory firm’s process of evaluating Urgently’s valuation and the flaws with the valuation methodologies, the proposed amendments to Urgently’s outstanding instruments to indebtedness, the proposed Otonomo bridge loan, and key terms of the Merger Agreement, including potential protections in the event that Urgently were to agree to measure Otonomo’s cash prior to the closing, including a requirement that the exchange ratio formulas not lock Otonomo’s cash until after certain restructuring steps were completed, which would be intended to reduce Otonomo’s cash burn.

Later that day, Urgently and Otonomo also agreed to extend the exclusivity under the non-binding letter of intent to January 31, 2023 with an automatic extension to February 14, 2023 if the parties were continuing to engage in active negotiation.

On January 17, 2023, Wilson Sonsini circulated a revised draft of the Merger Agreement to Latham and Otonomo’s management, which provided, among other things, that Otonomo would fund up to $15 million pursuant to a bridge loan as an additional tranche under Urgently’s existing second lien loan agreement, and Otonomo’s cash would be measured as of the last day of the month in which certain restructuring steps (which were not yet defined) were completed. In addition, the revised draft of the Merger Agreement contemplated that certain restructuring costs would be deducted from Otonomo’s net cash including unpaid compensation payable to Otonomo’s employees, outstanding severance and retention liabilities, breakage costs related to any of Otonomo’s leases, and other related costs and expenses related to the defined restructuring steps to be taken by Otonomo. The revised draft Merger Agreement also contemplated that Otonomo’s directors and officers and certain 5% and greater shareholders would sign voting agreements and that Urgently expected Otonomo to seek to “wall-cross” certain shareholders, including Mithaq Capital.

Also on January 17, 2023, the Otonomo Board held a virtual meeting attended by representatives of Otonomo’s management team, Needham, Gross and Latham to discuss, among other items, engaging a fairness opinion advisor in light of the decision not to move forward with the advisory firm. The Otonomo Board discussed with representatives from Needham the different financial opinion advisor options and instructed Needham to initiate discussions with a number of reputable advisors. In addition, the parties discussed a revised valuation proposal that would have Otonomo’s shareholders receive approximately thirty-three percent (33%) of the fully-diluted ownership of the Combined Company. Following the discussion, the Otonomo Board instructed Needham to deliver the revised valuation proposal to Evercore.

On January 18, 2023, Needham delivered the revised valuation proposal to Evercore.

On January 19, 2023, Latham shared an initial draft of the Otonomo Voting Agreement with Wilson Sonsini.

On January 20, 2023, Otonomo engaged Duff & Phelps to replace the advisory firm to provide a fairness opinion and a valuation report.

On January 20, 2023, Mr. Volkow communicated to Mr. Booth a proposal intended to resolve certain material open issues being negotiated, which ascribed a $271 million enterprise value to Urgently, and reflected that Urgently and Otonomo would receive, respectively, sixty-seven percent (67%) and thirty-three percent (33%) of the fully-diluted ownership of the Combined Company, assuming a valuation for Otonomo at $100 million, and proposed that Otonomo’s cash be measured as of March 31, 2023, without any conditions or requirements. Mr. Volkow also communicated that any bridge loan would need to be secured and on terms similar to Urgently’s second lien lender and a significant portion of the loan would need to be funded upon Otonomo’s shareholder approval.

135

That same day, the Urgently Board held a virtual meeting at which members of Urgently’s management, representatives of Evercore and representatives of Wilson Sonsini were present. During the meeting, Urgently discussed, among other things, Otonomo’s economic proposal, pursuant to which Otonomo’s cash would be measured as of March 31, 2023 and Urgently and Otonomo would receive, respectively, sixty-seven percent (67%) and thirty-three percent (33%) of the fully-diluted ownership of the Combined Company, assuming that Otonomo had $100 million net cash and assuming a $271 million enterprise value for Urgently. Following discussion, the Urgently Board directed Mr. Booth to make a counterproposal to Otonomo.

On January 21, 2023, Mr. Booth communicated to Mr. Volkow a counterproposal to Mr. Volkow’s proposal from the prior day, which ascribed a $340 million enterprise value to Urgently, and reflected that Urgently and Otonomo would receive, respectively, seventy-three percent (73%) and twenty-seven percent (27%) of the fully-diluted ownership of the Combined Company, assuming that Otonomo could deliver net cash in the amount of $100 million in July 2023, and proposed that Urgently would not require a minimum cash condition, but that Otonomo’s cash be measured at the end of the month in which Otonomo completes certain restructuring steps. Mr. Booth also communicated that Otonomo would need to provide detailed cash projections for 2023 and, as part of the overall proposal, Otonomo would need to provide a secured bridge loan funded in two tranches, $10 million at signing of a definitive merger agreement and $5 million upon Otonomo’s shareholder approval.

On January 22, 2023, Mr. Volkow and Mr. Booth held a call during which Mr. Volkow communicated that Otonomo would require that Urgently agree to the economic proposal that Mr. Volkow delivered on January 20, except that Otonomo would be open to undertaking certain restructuring steps to reduce cash burn, and that Otonomo could provide the bridge loan if it were on terms substantially similar as Urgently’s second lien lenders and the first tranche funding at signing of a definitive merger agreement was $5 million and the second tranche funded at Otonomo’s shareholder approval was $10 million. Mr. Volkow also stated that Otonomo was “pencils down” until Urgently agreed to Otonomo’s economic proposal. Mr. Booth reiterated that Urgently would need Otonomo’s cash forecast for 2023.

Also on January 22, 2023, Wilson Sonsini shared initial comments to the Otonomo Disclosure Schedules with Gross.

On January 23, 2023, a representative of Evercore communicated to representatives of Needham that Urgently could potentially accept Otonomo’s economic proposal, but needed to see Otonomo’s cash forecasts for 2023 and Otonomo’s failure to provide such forecasts was concerning.

Over the course of January 23, 2023, Urgently management and members of the Urgently Board, together with representatives of Evercore and Wilson Sonsini, conferred regarding the negotiations with Otonomo.

On January 23, 2023, a representative of Evercore communicated to representatives of Needham that Urgently would accept Otonomo’s principal economic terms that ascribed a $271 million enterprise value to Urgently and assumed Otonomo had $100 million net cash as of March 31, 2023, which would result in Otonomo’s shareholders owning thirty-three percent (33%) of the Combined Company. The Evercore representative also communicated Urgently’s desire for greater certainty on the cash available to the Combined Company for the monthly periods to Closing and that it required pre-determined restructuring steps to be completed by March 31, 2023.

On January 24, 2023, Latham sent Wilson Sonsini an issues list concerning the terms of the Merger Agreement, which, among other things, indicated that Otonomo would attempt to “wall cross” Mithaq Capital, requested draft documentation for the bridge loan, proposed certain changes to the exchange ratio formulas, including measuring Otonomo’s cash as of March 31, 2023, and expressed Otonomo’s unwillingness to require its directors, officers or shareholders to enter into lock up agreements.

On January 26, 2023, Wilson Sonsini sent Latham a responsive issues list concerning the terms of the Merger Agreement and Wilson Sonsini and Latham held a teleconference to discuss, during which Wilson Sonsini

136

reiterated the importance of obtaining a voting agreement from Mithaq Capital, which was an expectation that was established by Otonomo during negotiations regarding the non-binding letter of intent, and Latham indicated that Otonomo would seek to “wall cross” Mithaq Capital. Wilson Sonsini also reiterated that Urgently would not lock the measurement of Otonomo’s cash until after certain restructuring steps were completed and Latham responded that Otonomo needed to see a detailed schedule outlining the proposed restructuring steps. Wilson Sonsini also conveyed that Urgently would no longer require lockup agreements and provided feedback from Urgently’s second lien lenders regarding the bridge loan.

On January 27, 2023, the Urgently Board held a virtual meeting at which members of Urgently’s management, representatives of Evercore and representatives of Wilson Sonsini were present. During the meeting, Urgently discussed the status of the negotiation process for the Merger Agreement, the revised valuation of Urgently, the status of the Otonomo bridge loan discussions, and other key transaction workstreams, including communications guidelines, and marketing and pricing strategy following completion of the transactions.

Also on January 27, 2023, Wilson Sonsini shared initial comments to the Otonomo Voting Agreement with Latham.

On January 29, 2023, Latham circulated a revised draft of the Merger Agreement to Wilson Sonsini and members of Urgently management, which contemplated, among other things, that Otonomo, as an additional lender under Urgently’s existing loan agreement with Urgently’s second lien lender would commit to a $15 million bridge loan to be funded in two tranches with $5 million to be drawn at signing of the Merger Agreement and $10 million to be drawn subject to Otonomo receiving shareholder approval for the transaction and certain other conditions.

Also on January 29, 2023, Wilson Sonsini shared an initial draft of the Urgently Disclosure Schedules with Latham.

Between January 29, 2023 and February 4, 2023, Urgently and Otonomo continued to negotiate terms of the Merger Agreement, including the potential restructuring steps and cash measurement mechanism. Over the course of such discussions, the parties aligned on an alternative mechanism regarding measuring Otonomo’s cash, whereby Otonomo’s cash would be measured as of March 31, 2023 and its cash burn would be measured for the period between April 1, 2023 and the Closing, with any burn in excess of approximately $2.5 million per month reducing Otonomo’s net cash.

On February 1, 2023, Mr. Volkow spoke with a representative of Mithaq Capital regarding the potential transaction. The representative of Mithaq Capital expressed support for the potential transaction and requested to meet with Mr. Booth.

On February 2, 2023, Mr. Booth spoke with a representative of Mithaq Capital, who expressed support for the potential transaction and a willingness for Mithaq Capital to sign a voting agreement.

Also February 2, 2023, the Otonomo Board held a virtual meeting attended by representatives of Otonomo’s management team, Needham, Duff & Phelps, Otonomo’s tax advisors, Gross and Latham. At the meeting, representatives of Duff & Phelps presented to the Otonomo Board their preliminary financial analysis and answered questions from members of the Otonomo Board. Representatives of Latham then provided an update on the bridge loan financing and the terms and status of the Merger Agreement and other transaction agreements, as well as the process necessary to prepare for signing of the Merger Agreement.

Also on February 2, 2023, Mr. Volkow informed Mr. Booth that, because of the limited voting rights and the risk of being a lender which was not Otonomo’s ordinary operations, the Otonomo Board was not supportive of providing any bridge financing at the signing of the definitive Merger Agreement and that all $15 million would need to be funded upon receipt of Otonomo’s shareholder approval, which would provide Otonomo with additional deal certainty.

137

On February 3, 2023, Gross shared a revised draft of the Otonomo Disclosure Schedules with Wilson Sonsini. Also on February 3, 2023, Latham shared a revised draft of the Otonomo Voting Agreement with Wilson Sonsini.

On February 4, 2023, Latham shared comments to the Urgently Disclosure Schedules with Wilson Sonsini.

The Urgently Board held virtual meetings on February 4, 2023, February 5, 2023 and February 6, 2023, at which members of Urgently’s management, representatives of Evercore and representatives of Wilson Sonsini were present to discuss the status of the negotiations of the Merger Agreement and related transactions. During these meetings, Wilson Sonsini provided a presentation to the Urgently Board regarding the fiduciary duties of the board of directors in the context of an acquisition transaction, and summarized the material terms of the Merger Agreement, ancillary agreements, and related transactions, including the potential bridge loan. The Urgently Board directed Urgently management to engage in negotiations with Urgently’s existing investors with respect to a bridge loan financing.

On February 4, 2023, Wilson Sonsini circulated a revised draft of the Merger Agreement to Latham and members of Otonomo management. The revised draft contemplated, among other things, Otonomo’s cash to be measured using the agreed-upon alternative mechanism. The revised draft also contemplated that Urgently and Otonomo would engage in good faith negotiations after signing the definitive merger agreement concerning the Otonomo bridge loan in an amount not to exceed $15 million, and that Urgently would be granted significant flexibility to consummate other debt or equity financing transactions between signing and the Closing.

Between February 4, 2023 and February 9, 2023, Urgently, Otonomo and their respective legal counsel continued to exchange drafts of the Merger Agreement and reached a final agreement as to, among other things, the terms under which Urgently would be entitled to incur debt between signing and the Closing and the definitive provisions for measuring Otonomo’s net cash, including the agreed-upon alternative cash measurement mechanism.

On February 7, 2023, the Urgently Board held a virtual meeting at which members of Urgently’s management, representatives of Evercore and representatives of Wilson Sonsini were present. During the meeting, Wilson Sonsini reviewed the then-current terms of the Merger Agreement and related transactions, reviewing the further changes made since prior discussions. Wilson Sonsini also reviewed the material terms of the certificate of incorporation and bylaws proposed to be adopted by Urgently in connection with the Closing. The Urgently Board then discussed various considerations with respect to the proposed transaction, as summarized below under the section titled “—Urgently’s Reasons for the Merger.” Following discussion and the presentations, the Urgently Board unanimously approved the Merger Agreement and the transactions contemplated by the Merger Agreement.

On February 8, 2023, the compensation committee of the Otonomo Board authorized the purchase of the “tail” endorsement to Otonomo’s current directors’ and officers’ liability insurance policy for a period of seven years in accordance with the compensation policy of Otonomo, subject to the approval of the Otonomo Board and the consummation of the Merger.

Later on February 8, 2023, the audit committee of the Otonomo Board (the “Audit Committee”) held a virtual meeting attended by representatives of Otonomo’s management team (only during the review and presentation of the Merger), Needham, Duff & Phelps, Otonomo’s tax advisors, Gross and Latham (collectively, the “Otonomo Transaction Advisors”). At the meeting, representatives of Duff & Phelps presented to the Otonomo Board and the Audit Committee their financial analysis which concluded that, subject to the assumptions, qualifications and limiting conditions forth therein, the Exchange Ratio is fair from a financial point of view to the holders of Otonomo Ordinary Shares (the opinion of Duff & Phelps that was officially delivered to the Otonomo Board was based on the financial analysis that was presented to the Otonomo Board and the Audit Committee). Representatives of Latham then provided a summary of material changes to the Merger Agreement and bridge

138

loan financing. Next, representatives of Gross discussed the fiduciary duties of members of the Otonomo Board under Israeli law. Otonomo’s tax advisors then presented a summary of the due diligence performed to date. Next, Howden, Otonomo’s insurance broker, presented the current quotes for the contemplated coverage under the tail endorsement to Otonomo’s current directors’ and officers’ liability insurance policy for a period of seven years. The members of the Otonomo Board who are not also on the Audit Committee were present during the presentations and left the virtual meeting immediately afterwards. Members of the Audit Committee then asked questions of representatives of the Otonomo Transaction Advisors and discussed the material that had been presented at the meeting. Following extensive discussions, the Audit Committee unanimously (i) authorized and directed the officers of Otonomo, subject to the approval of the Otonomo Board, to finalize the negotiations of the Merger Agreement and other transaction documents, (ii) determined that, subject to the finalization of the Merger Agreement and related matters, the Merger is advisable, fair to, and in the best interests of, Otonomo and its shareholders, (iii) approved and adopted the Merger Agreement, the Merger and the other actions contemplated by the Merger Agreement (including, the procurement of a “tail” endorsement to Otonomo’s current directors’ and officers’ liability insurance policy for a period of seven years in accordance with the compensation policy of the Otonomo), and deemed the Merger Agreement advisable, and (iv) approved and determined to recommend the approval and adoption of the Merger Agreement, the approval of the Merger and thereby approval of the transactions contemplated by the Merger Agreement to the Otonomo Board.

Later on February 8, 2023, the Otonomo Board held a virtual meeting attended by the representatives of Otonomo’s management team (only during the presentation of the Merger) and the Otonomo Transaction Advisors, during which the members of the Otonomo Board who are not also on the Audit Committee asked questions of the Otonomo Transaction Advisors. At the request of the Otonomo Board, Duff & Phelps then orally delivered its opinion (which was subsequently confirmed in writing on February 9, 2023) that, subject to the assumptions, qualifications and limiting conditions to be set forth in the written opinion, the Exchange Ratio (as defined in the fairness opinion), is fair from a financial point of view to the holders of Otonomo Ordinary Shares. Following further discussion, the Otonomo Board (excluding Mr. Volkow who did not participate in the discussion and did not provide a vote for adopting the following resolutions due to his personal interests in approving the merger transaction described in the section titled “The Merger—Interests of Otonomo’s Directors and Executive Officers in the Merger”), (i) authorized and directed the officers of Otonomo, subject to the approval of the Otonomo Board, to finalize the negotiations of the Merger Agreement and other transaction documents, (ii) determined that, subject to the finalization of the Merger Agreement and related matters, that the Merger is advisable, fair to, and in the best interests of, Otonomo and its shareholders, (iii) approved the Merger Agreement, the Merger and the other actions contemplated by the Merger Agreement, and has deemed the Merger Agreement advisable, (iv) determined that considering the financial position of the merging companies, no reasonable concern exists that, as a result of the Merger, the Surviving Company will be unable to fulfill the obligations of Otonomo to its creditors, and (v) approved and determined to recommend the approval and adoption of the Merger Agreement, the approval of the Merger and thereby approval of the transactions contemplated by the Merger Agreement to the shareholders of Otonomo.

On February 9, 2023, Otonomo delivered voting agreements executed by its shareholders holding approximately thirty-nine percent (39%) of the issued and outstanding Otonomo Ordinary Shares and Urgently and Otonomo executed the Merger Agreement. The parties thereafter issued a joint press release announcing the transaction.

On May 22, 2023, Otonomo received an unsolicited written offer from a private company provider of connected insurance services (“Company D”) providing, among other things, that Company D would acquire Otonomo in an all-cash transaction at a price of $6.00 per Otonomo Ordinary Share (the “Competing Offer”). The Competing Offer, which did not include a draft of a definitive agreement for the proposed transaction, further provided that Company D would require three weeks to complete its due diligence review of Otonomo and its business. On May 23, 2023, Mr. Volkow notified Mr. Booth of Otonomo’s receipt of the Competing Offer and on May 24, 2023, Mr. Volkow provided Mr. Booth with a copy of the Competing Offer.

On May 30, 2023 and June 5, 2023, the Otonomo Board held virtual meetings attended by representatives of Otonomo’s management team, Needham, Gross and Latham to evaluate and discuss, among other items, the Competing Offer. During the meetings, representatives of Needham led discussions with the Otonomo Board on the value being ascribed to Otonomo and Urgently by Company D in the Competing Offer. In addition,

139

representatives of Gross advised the Otonomo Board of their fiduciary duties under Israeli law and representatives of Latham advised the Otonomo Board of their obligations under the terms of the Merger Agreement. Following these discussions, the Otonomo Board instructed Mr. Volkow to inform Company D that it did not believe that the Competing Offer constituted, or would reasonably be expected to lead to, an Otonomo Superior Proposal and subsequently, on June 5, 2023, Mr. Volkow notified Company D of the Otonomo Board’s determination. On June 9, 2023, Otonomo received an additional letter from Company D requesting that Otonomo provide Company D with certain due diligence information. On June 12, 2023, Mr. Volkow reiterated the Otonomo Board’s determination previously communicated to Company D on June 5, 2023.

Recommendation of the Otonomo Board and Otonomo’s Reasons for the Merger

At its meeting on February 8, 2023, the Otonomo Board evaluated the proposed Merger, including the terms and conditions of the Merger Agreement, and unanimously (i) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to, and in the best interests of, Otonomo and its shareholders; (ii) approved the Merger Agreement, the Merger and the other transactions and actions contemplated by the Merger Agreement; (iii) determined that considering the financial position of the merging companies, and assuming, among other things, the accuracy of the representations and warranties of Urgently and Merger Sub in the Merger Agreement, no reasonable concern exists that Otonomo, as the surviving company, will be unable to fulfill its obligations to its creditors as a result of the Merger and (iv) approved and determined to recommend the approval and adoption of the Merger Agreement, the approval of the Merger and approval of the other transactions contemplated by the Merger Agreement to the shareholders of Otonomo, all upon the terms and subject to the conditions set forth in the Merger Agreement. The directors who may be deemed to have a personal interest (other than with respect to the tail endorsement to Otonomo’s current directors’ and officers’ liability insurance policy), as defined under the Companies Law, in the Merger, did not participate in the discussion and did not provide a vote for adopting the foregoing resolutions. The Otonomo Board recommends that you vote “FOR” the Merger Proposal.

The Otonomo Board considered many factors in making its determination that the Merger is advisable, fair to, and in the best interests of, Otonomo and its shareholders. In arriving at its determination, the Otonomo Board consulted with and received the advice of its outside financial and legal advisors, discussed various issues with Otonomo’s management and considered a variety of factors weighing positively in favor of the Merger, including, but not limited to, the following (which are not listed in any relative order of importance):

•

The belief of the Otonomo Board that the Combined Company would be well positioned to achieve future growth and generate additional returns for Otonomo’s shareholders, including due to the synergies Otonomo expects the Combined Company to be able to obtain as a result of the Merger and the Combined Company’s ability to provide better solutions to its customers. This is due to what the Otonomo Board believed to be the high quality of Urgently’s assets and business, while on the other hand taking into account the status of Otonomo’s business and the status of the industries in which it operates, including the expected developments in the competitive landscape and manner in which these industries operate.

•

When evaluating the benefits of the Combined Company, the Otonomo Board considered many of the following factors, which favored the determinations and recommendations of the Otonomo Board. In particular, the Otonomo Board considered that the Combined Company is expected to:

•

be positioned to power the present and future of connected mobility services, creating safe, effective customer-centric experiences for automotive OEMs, transportation and mapping, insurance, rental and fleet partners and their customers;

•

be able to combine differentiated and synergistic technology portfolios encompassing data processing and analytics, connected insurance, mobility assistance network management and service delivery, including the combination of Otonomo’s Smart Mobility Data Platform and Urgently’s assistance platform and service delivery network;

•

be able to benefit from meaningful cross-selling revenue opportunities and cost savings;

140

•

be able to leverage a differentiated platform offering in a competitive marketplace;

•

be able to bridge mobility services and data to improve customer experiences and safety, benefiting a variety of real-world applications, such as (i) the ability of insurance carriers that employ connected vehicle data, available through Otonomo, to more rapidly and accurately convey first notice of loss to expedite claims processing while rapidly dispatching critical roadside assistance from Urgently’s service network to minimize customer inconvenience, (ii) improved management of vehicle tracking, maintenance and mileage by fleet operators and owners using connected vehicle data through Otonomo, in combination with Urgently’s mobility assistance capability, to speed vehicle recovery, minimize disruption and deliver improved experiences for customers and (iii) enhanced vehicle ownership experience by utilizing connected vehicle data available through Otonomo and Urgently’s mobility assistance solutions, including reduced insurance premiums by coaching driver behavior, cost savings resulting from proactive and predictive alerts for vehicle maintenance and improved customer safety and security when roadside assistance is needed;

•

be able to continue investing in research and development activities and product development to continue developing compelling and differentiated products; and

•

drive continued innovation within the connected mobility services industry by leveraging a shared culture of developing technologies designed to create safe, customer-centric experiences for automotive OEMs, transportation and mapping, insurance, rental and fleet partners and their customers.

•

The Otonomo Board’s belief that, as the terms of the Merger Agreement and the Merger are the result of arm’s length negotiations with Urgently, the merger consideration is fair to Otonomo shareholders and, based on the Otonomo Board’s knowledge of Otonomo’s business, its business strategy and business environment, the Otonomo Board’s belief that the Exchange Ratio is fair (which, for the avoidance of doubt, includes the terms and conditions underlying the calculation of the Exchange Ratio), from a financial point of view, to Otonomo’s shareholders.

•

Otonomo’s competitive position, strategic options and prospects, as well as the financial plan and prospects if Otonomo were to remain an independent public company, and the potential impact of those factors on the trading price of Otonomo Ordinary Shares (including the risks and uncertainties associated with achieving and executing Otonomo’s business and financial plans in the short- and long-term, as well as the general risks of market conditions). In furtherance of the foregoing, the Otonomo Board considered possible alternatives to the acquisition by Urgently that were reasonably available to Otonomo, including Otonomo’s continued operation as a stand-alone company, the potential benefits to the Otonomo shareholders of these alternatives and the Otonomo Board’s assessment that none of these alternatives were reasonably likely to create greater value for the Otonomo shareholders within a reasonable period of time, taking into account risks of execution as well as market, industry, financial, business and competitive risks.

•

The expectation that the industry in which Otonomo operates will undergo consolidation in the coming years and that Otonomo should ideally be in a position to make strategic decisions based on all available options.

•

Otonomo’s belief that, after considering all other options, including remaining an independent public company, Urgently is compelling potential partner in terms of synergies, culture and business fit.

•

The synergies that the Combined Company expects to be able to obtain as a result of the Merger due to what the Otonomo Board believes are the high quality of Urgently’s assets, including substantial revenue synergies and data scale.

•

Following the Merger, Otonomo shareholders will have the opportunity as stockholders of Urgently to participate in the value of the Combined Company, including the expected future growth and expected synergies, which the Otonomo Board viewed as an important opportunity for Otonomo shareholders from the perspective of maximizing long-term returns, rather than being cashed out from their investment in Otonomo, had the merger consideration consisted of cash.

141

•

The Otonomo Board’s belief that the merger consideration represents the highest consideration that Urgently was willing to pay and the highest per share value reasonably obtainable for Otonomo’s shareholders, in each case, as of the date of the Merger Agreement, with the Otonomo Board basing this belief on Otonomo’s negotiations with Urgently and a number of factors.

•

Otonomo intends to apply to the Israeli Tax Authority and obtain tax rulings which will provide (if obtained) certain tax deferral in connection with the Merger, to its Israeli shareholders.

•

The intention of Otonomo and Urgently that the Merger qualify as a “reorganization” under Section 368(a)(2)(E) of the Code and/or Section 368(a)(1)(B) of the Code.

•

The Otonomo Board considered the financial analyses reviewed and discussed with the Otonomo Board by representatives of Needham, Otonomo’s financial advisor.

•

The Otonomo Board considered the oral opinion of Duff & Phelps, subsequently confirmed in Duff & Phelps’ written opinion dated as of February 9, 2023, that as of that date, and based upon and subject to the assumptions, limitations, qualifications and conditions described in Duff & Phelps’ written opinion, the Exchange Ratio was fair, from a financial point of view, to the holders of Otonomo Ordinary Shares as more fully described under the heading “The Merger—Opinion of Duff & Phelps to the Otonomo Board.”

•

As required under the Companies Law in connection with the approval of mergers, the Otonomo Board considered the financial position of the merging companies, and assuming, among other things, the accuracy of the representations and warranties of Urgently and Merger Sub in the Merger Agreement, determined that no reasonable concern exists that Otonomo, as the surviving company, will be unable to fulfill its obligations to its creditors as a result of the Merger.

•

The Otonomo Board considered the nature of the closing conditions included in the Merger Agreement, including the absence of any financing conditions or related contingencies with respect to the merger consideration, as well as the anticipation that regulatory approvals are likely to be obtained, based on the analysis performed in this respect.

•

The Otonomo Board considered the identity of Urgently, which the Otonomo Board believes is a reputable company with an attractive business model and a large and reputable customer portfolio (including BMW and Volvo).

•

The Otonomo Board considered the terms of the Merger Agreement, including the parties’ respective representations, warranties and covenants, the conditions to their respective obligations to complete the Merger and the ability of the respective parties to terminate the Merger Agreement. The Otonomo Board noted that the termination or “breakup” fee provisions of the Merger Agreement could have the effect of discouraging competing proposals for a business combination between Otonomo and a third party, but that such provisions are customary for transactions of this size and type. The Otonomo Board considered that the amount of the partial termination fee, which amount is equal to $1.50 million, and the amount of the full termination fee, which amount is equal to $3.0 million, were within a reasonable range.

•

The Otonomo Board considered that the Merger Agreement permits Otonomo and the Otonomo Board to respond to an Otonomo Acquisition Proposal (as defined in the Merger Agreement) that the Otonomo Board determines in good faith (after consultation with outside counsel and a financial advisor of U.S. nationally recognized reputation) is an Otonomo Superior Proposal (as defined in the Merger Agreement), subject to certain restrictions imposed by the Merger Agreement and the requirement that Otonomo pay a termination fee to Urgently in the event that Otonomo terminates the Merger Agreement to accept an Otonomo Superior Proposal, and, subject to certain restrictions imposed by the Merger Agreement, also permits the Otonomo Board to change its recommendation in favor of the Merger in response to certain unforeseen or unforeseeable intervening events.

•

The ability of the Otonomo Board, under certain circumstances, to withdraw its recommendation that Otonomo’s shareholders vote to approve the Merger.

142

•

The thorough and extensive process run by Otonomo and its financial advisor, Needham, to consider, identify and evaluate other potential merger partners and/or transactions.

•

The Otonomo Board considered that the Merger had been approved by the audit committee of the Otonomo Board (among others, in light of certain material personal interests of the Chief Executive Officer and other executive officers of Otonomo in the approval of the Merger), prior to being approved by the Otonomo Board.

•

The Otonomo Board considered that the transaction will result in detailed public disclosure and a substantial period of time prior to the convening of the Special Meeting to consider the approval and adoption of the Merger during which a competing proposal could be brought forth.

•

The Otonomo Board also considered that the affirmative vote of at least a majority of the votes cast by the holders of Otonomo Ordinary Shares that are present and voting in person or by proxy (including by voting deed and excluding abstentions) at a quorate Special Meeting and compliant with the provisions of Section 320(c) of the Companies Law is necessary for the approval of the Merger.

•

The fact that the holders of approximately 39% of the outstanding Otonomo Ordinary Shares (as of February 9, 2023) were willing to enter into the Voting Agreement committing such holders to vote to approve the Merger Proposal, which significantly reduces deal uncertainty.

•

the possibility that the Merger may not be completed and the potential adverse consequences to Otonomo if the Merger is not completed, including the potential (i) loss of customers, suppliers and employees; (ii) reduction in the perceived value of Otonomo; and (iii) erosion of customer and employee confidence in Otonomo;

•

the limitations imposed by the Merger Agreement with respect to the conduct of Otonomo’s business during the interim period from the date of the Merger Agreement through the Closing, including limitations relating to Otonomo’s ability to solicit and respond to Otonomo Acquisition Proposals and the ability of the Otonomo Board to change or withdraw its recommendation of the Merger;

•

the possibilities that certain provisions of the Merger Agreement, including the non-solicitation and other protective provisions such as the $1.50 million partial termination fee or the $3.0 million full termination fee payable if the Merger Agreement is terminated under certain circumstances, might have the effect of deterring other potential acquirers from making competing proposals that could be more advantageous to Otonomo’s shareholders;

•

the fact that historically, Urgently has not been a profitable company, that Urgently has a history of operating losses and the risk that despite the parties’ views on the prospects of the Combined Company, the Combined Company will not be as profitable as expected or at all;

•

the risk that integration of Otonomo and Urgently may not be as successful as expected and that the anticipated benefits of the Merger may not be realized in full or in part, including the risk that synergies and cost-savings may not be achieved or not achieved in the expected time frame;

•

the potential conflicts of interest of the Otonomo Board and Otonomo’s executive officers, including with respect to the treatment (including acceleration) of equity awards and transaction bonuses and indemnification, exculpation and insurance provisions, as well as with respect to potential retention arrangements and post-closing benefits for Otonomo’s senior management, as more fully described in the section titled “The Merger—Interests of Otonomo’s Directors and Executive Officers in the Merger;”

143

•

the additional interests of Otonomo’s Chief Executive Officer who is expected to serve as a director on the board of directors of the Combined Company after the Merger, as more fully described in the section titled “The Merger—Interests of Otonomo’s Directors and Executive Officers in the Merger;”

•

the fact that upon the consummation of the Merger, each Otonomo shareholder will become a stockholder of Urgently with a percentage ownership that is much smaller than such shareholder’s percentage ownership of Otonomo immediately prior to the Merger, and Otonomo shareholders will have less influence on the management and policies of the Combined Company than they now have on the management and policies of Otonomo;

•

the risk that the parties may incur significant costs and delays related to the Merger, including resulting from seeking governmental consents and regulatory approvals necessary for completion of the Merger; and

•

the risks of the type and nature described in the section titled “Risk Factors” and the matters described in the section titled “Cautionary Note Regarding Forward-Looking Statements.”

The foregoing discussion of the factors considered by the Otonomo Board is not intended to be exhaustive, but rather includes the material factors considered by the Otonomo Board. The Otonomo Board unanimously (i) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to, and in the best interests of, Otonomo and its shareholders; (ii) approved the Merger Agreement, the Merger and the other transactions and actions contemplated by the Merger Agreement; (iii) determined that considering the financial position of the merging companies, and assuming, among other things, the accuracy of the representations and warranties of Urgently and Merger Sub in the Merger Agreement, no reasonable concern exists that Otonomo, as the surviving company, will be unable to fulfill its obligations to its creditors as a result of the Merger and (iv) approved and determined to recommend the approval and adoption of the Merger Agreement, the approval of the Merger and approval of the other transactions contemplated by the Merger Agreement to the shareholders of Otonomo, all upon the terms and subject to the conditions set forth in the Merger Agreement. In view of the wide variety of factors considered by the Otonomo Board in connection with its evaluation of the Merger and the complexity of these matters, the Otonomo Board did not consider it practical, and did not attempt to, quantify, rank or otherwise assign relative or specific weights or values to any of the factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Otonomo Board. Rather, the Otonomo Board considered all of these factors as a whole and made its recommendation based on the totality of the information available to the Otonomo Board, including discussions with, and questioning of, Otonomo’s management and its legal and financial advisors. In considering the factors discussed above, individual members of the Otonomo Board may have given different weights to different factors and the factors are not presented in any order of priority.

This explanation of the Otonomo Board’s reasons to recommend that Otonomo’s shareholders vote in favor of the Merger Proposal presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described in the section titled “Cautionary Note Regarding Forward-Looking Statements.”

Urgently’s Reasons for the Merger

In the course of reaching its decision to approve the Merger, the Urgently Board held numerous meetings, consulted with Urgently’s senior management, its financial advisors and legal counsel, and considered a wide variety of factors in making its determination that the Merger is advisable, fair to, and in the best interests of, Urgently and its shareholders. In arriving at its determination, the Urgently Board considered a variety of factors weighing positively in favor of the Merger, including, but not limited to, the following (which are not listed in any relative order of importance):

•

the expected cash resources of the Combined Company and ability to deploy those resources to execute on the business plan of the Combined Company;

144

•

Urgently’s anticipated financial results and cash flows, and Urgently’s financing needs in the future;

•

the impact of ancillary transactions related to the Merger on Urgently’s financial statements, including the conversion of outstanding convertible indebtedness into shares of Urgently common stock, automatic net exercise of certain outstanding Urgently Warrants, and amendments to outstanding debt facilities to extend maturity, amortization and other terms under such facilities;

•

the prospects of Urgently as a stand-alone entity (including the possible strategic growth opportunities that might be available to Urgently absent the transactions contemplated by the Merger Agreement and the belief, based on the review of such opportunities, that the stockholders of Urgently would benefit most from the potential business combination with Otonomo);

•

the ability of Urgently to carry on its business if the transactions contemplated by the Merger Agreement are not consummated;

•

the likelihood of realizing superior results through alternative business strategies (including continuing as a privately-held, stand-alone entity, pursuing equity financing rounds, other merger or acquisition prospects, and the associated risks of delay, non-consummation or unavailability thereof);

•

the need for additional financing if Urgently were to remain independent and the potential dilution of such transactions to Urgently’s existing stockholders;

•

the projected financial position, operations, management, operating plans and financial projections of the Combined Company;

•

the belief of the Urgently Board that the Combined Company would be well positioned to achieve future growth and generate additional returns for the shareholders of the Combined Company, including due to synergies Urgently expects the Combined Company to be able to obtain as a result of the Merger and the Combined Company’s ability to offer a broader array of service offerings and solutions to its customers. This is due to what the Urgently Board believed to be the contribution of Otonomo’s technology to the Combined Company’s ability to further pursue a connected vehicle strategy, while on the other hand taking into account the status of Urgently’s business and the status of the industries in which it operates, including the expected developments in the competitive landscape and manner in which these industries operate;

•

the benefit that the public listing of Urgently’s common stock in connection with the Merger will expand both the access to capital for Urgently and the range of investors potentially available as a public company, compared to the investors Urgently could otherwise gain access to if it continued to operate as a privately-held company;

•

the benefit that the public listing of Urgently’s common stock in connection with the Merger will simplify Urgently’s capitalization and governance structure and provide Urgently’s current stockholders with greater liquidity by owning publicly-traded stock;

•

the benefit that the public listing of Urgently’s common stock in connection with the Merger will enhance Urgently’s ability to attract and retain employees, who will receive publicly traded securities as part of their equity compensation packages issued pursuant to equity incentive plans adopted as part of the public listing;

•

the market for Urgently’s services and competition among current and potential providers of such services;

•

the business, operations, financial condition, competitive position, strategic objectives and prospects of Urgently;

•

current economic, industry and market conditions affecting Urgently;

•

the potential for other third parties to enter into strategic relationships with Urgently (and the likelihood of accomplishing such relationships);

145

•

the Urgently Board’s fiduciary duties to Urgently stockholders;

•

the terms and conditions of the Merger Agreement, including the following:

•

the determination that the expected relative percentage ownership of Otonomo’s shareholders and Urgently’s stockholders in the Combined Company was appropriate, based on the Urgently Board’s judgment and assessment of the approximate valuations of Otonomo (including the value of the net cash Otonomo is expected to provide to the Combined Company) and Urgently;

•

the limited number and nature of the conditions of the obligation of Otonomo to consummate the Merger;

•

the conclusion of the Urgently that the potential termination fees of $1.5 or $3 million payable by Otonomo to Urgently in certain circumstances, and the circumstances when such fees may be payable, were reasonable; and

•

the belief that the other terms of the Merger Agreement, including the parties’ representations, warranties and covenants, and the conditions to their respective obligations, were reasonable in light of the entire transaction;

•

the Otonomo Voting Agreements, pursuant to which certain directors, officers and shareholders of Otonomo have agreed to vote all of their Otonomo Shares in favor of the approval of the Merger Agreement;

•

the likelihood that the Merger will be consummated on a timely basis; and

•

when evaluating the benefits of the Combined Company, the Urgently Board considered many of the following factors, which favored the determinations and recommendations of the Urgently Board. In particular, the Urgently Board considered that the Combined Company is expected to:

•

have significant cash resources and the ability to deploy those resources to execute on the business plan of the Combined Company;

•

be able to combine differentiated and synergistic technology portfolios encompassing data processing and analytics, connected insurance, mobility assistance network management and service delivery;

•

be able to benefit from meaningful cross-selling revenue opportunities and cost savings;

•

be able to leverage a differentiated platform offering in a competitive marketplace;

•

146

•

be able to continue investing in research and development activities and product development to continue developing compelling and differentiated products; and

•

The Urgently Board also identified and considered a number of uncertainties, risks and other matters in its deliberations concerning the Merger and the other transactions contemplated by the Merger Agreement, some of which are countervailing factors and risks to Urgently and its shareholders, including the following:

•

the possibility that the Merger might not be completed and the potential adverse consequences to Urgently if the Merger is not completed, including (i) the public announcement of the Merger on the reputation of Urgently and the ability of Urgently to obtain financing in the future in the event the Merger is not completed, (ii) the reduction in perceive value of Urgently, and (iii) erosion of customer and employee confidence in Urgently;

•

the exchange ratio used to establish the number of shares of Urgently’s common stock to be issued to Otonomo’s shareholders in the Merger is reasonable and appropriately measures the per share value of Urgently and Otonomo, including by accounting for adjustments due to Otonomo’s cash balance, and their respective outstanding capital stock and shares at the Closing (subject to certain limitations);

•

the potential reduction of Otonomo’s net cash prior to the Closing;

•

the possibility that Otonomo could, under certain circumstances, consider unsolicited acquisition proposals if superior to the Merger or change its recommendation to approve the Merger upon certain events;

•

the risk that the parties may incur significant costs and delays, and the possibility that the Merger might not be completed in a timely manner or at all, for a variety of reasons, such as the failure of Otonomo to obtain the required shareholder vote and the potential adverse effect on the reputation of Urgently and the ability of Urgently to obtain financing in the future in the event the Merger is not completed;

•

the costs involved in connection with completing the Merger, the time and effort of Urgently senior management required to complete the Merger, the related disruptions or potential disruptions to Urgently’s business operations and future prospects, including its relationships with its employees, suppliers and partners and others that do business or may do business in the future with Urgently and related administrative challenges associated with combining the companies;

•

the fact that upon the consummation of the Merger, each Urgently shareholder’s percentage ownership will be much smaller than such shareholder’s percentage ownership immediately prior to the Merger, and Urgently shareholders individually will have less influence on the management and policies of the Combined Company than they now have on the management and policies of Urgently;

•

the additional expenses and obligations to which Urgently’s business will be subject following the Merger that Urgently has not previously been subject to, and the operational changes to Urgently’s business, in each case that may result from being a public company;

•

the fact that the representations and warranties in the Merger Agreement do not survive the Closing and the potential risk of liabilities that may arise post-closing;

•

the risk that the other benefits sought to be achieved by the transactions contemplated by the Merger Agreement might not be achieved or may not be as successful as expected and that the anticipated benefits of the Merger may not be realized in full or in part, including that the operations of Urgently will not be effectively integrated after the Effective Time or that potential synergies and cost-savings expected to result from the business combination will not occur or may not be achieved in the expected timeframe; and

147

•

various other risks associated with the Combined Company and the Merger, including the risks of the type and nature described in the section titled “Risk Factors” and the matters described in the section titled “Cautionary Note Regarding Forward-Looking Statements” in this proxy statement/prospectus.

The foregoing information is not intended to be exhaustive, but summarizes the material factors considered by the Urgently Board in its consideration of the Merger Agreement and the transactions contemplated thereby. The Urgently Board concluded that the benefits, advantages and opportunities of a potential transaction outweighed the uncertainties and risks described above. After considering these and other factors, the Urgently Board unanimously approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.

In view of the wide variety of factors considered by the Urgently Board in connection with its evaluation of the Merger and the complexity of these matters, the Urgently Board did not consider it practical, and did not attempt to, quantify, rank or otherwise assign relative or specific weights or values to any of the factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Urgently Board. Rather, the Urgently Board considered all of these factors as a whole and made its recommendation based on the totality of the information available to the Urgently Board, including discussions with, and questioning of, Urgently’s management and its legal and financial advisors. In considering the factors discussed above, individual members of the Urgently Board may have given different weights to different factors and the factors are not presented in any order of priority.

Opinion of Duff & Phelps to the Otonomo Board

Summary of Opinion

On January 20, 2023, Otonomo retained Kroll, LLC, operating through its Duff & Phelps Opinions Practice (“Duff & Phelps”) to serve as an independent financial advisor to the Otonomo Board, specifically to provide to the Otonomo Board a fairness opinion in connection with the Merger, which states that the Exchange Ratio is fair, from a financial point of view, to the Otonomo shareholders (without giving effect to any impact of the Merger on any particular shareholder other than in its capacity as a shareholder). In selecting Duff & Phelps, the Otonomo Board considered, among other things, the fact that Duff & Phelps is a global leader in providing fairness opinions to boards of directors and special committees. Duff & Phelps is regularly engaged in the valuation of businesses and their securities and the provision of fairness opinions in connection with various transactions.

On February 2, 2023 and on February 8, 2023, Duff & Phelps presented its financial analysis to the Otonomo Board with respect to the Exchange Ratio to the Otonomo shareholders (without giving effect to any impact of the Merger on any particular shareholder other than in its capacity as a shareholder) in the Merger. On February 9, 2022, Duff & Phelps delivered its written opinion to the Otonomo Board that, as of the date of the opinion and subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in the opinion, the Exchange Ratio is fair, from a financial point of view, to the Otonomo shareholders (without giving effect to any impact of the Merger on any particular shareholder other than in its capacity as a shareholder).

The full text of the opinion is attached to this proxy statement as Annex F and is incorporated into this proxy statement/prospectus by reference. The summary of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion. Otonomo’s shareholders are urged to read the opinion carefully and in its entirety for a discussion of the procedures followed, assumptions made, matters considered, limitations of the review undertaken by Duff & Phelps in connection with the opinion, as well as other qualifications contained in the opinion. Neither the opinion nor the summary of the opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the Otonomo Board, any Otonomo shareholder or any other person as to how to act or vote with respect to any matter relating to the Merger.

148

The opinion was approved by Duff & Phelps’ fairness opinions committee. The opinion was provided for the information of, and directed to, the Otonomo Board and only addressed the fairness, from a financial point of view, to the Otonomo shareholders (without giving effect to any impact of the Merger on any particular shareholder other than in its capacity as a shareholder), and did not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding.

In connection with the opinion, Duff & Phelps made such reviews, analyses and inquiries that Duff & Phelps deemed necessary and appropriate under the circumstances to enable Duff & Phelps to render the opinion. Duff & Phelps also took into account its assessment of general economic, market and financial conditions, as well as its experience in securities and business valuation, in general, and with respect to similar transactions, in particular. Duff & Phelps’ procedures, investigations, and financial analysis with respect to the preparation of the opinion included, but were not limited to, the items summarized below:

•

reviewed Otonomo’s annual reports and audited financial statements on Form 20-F filed with the SEC for the years ended December 31, 2020 through December 31, 2021 and Otonomo’s unaudited interim financial statements for the nine months ended September 30, 2022, which Otonomo’s management identified as being the most current financial statements available;

•

reviewed Urgently’s audited financial statements for the years ended December 31, 2017 through December 31, 2021 and Urgently’s unaudited interim financial statements for the eleven months ended November 30, 2022, which Urgently’s management identified as being the most current financial statements available;

•

reviewed financial projections for Otonomo for the years ending December 31, 2022 through December 31, 2027 provided to us by management of Otonomo (the “Otonomo Projections”);

•

reviewed financial projections for Urgently for the years ending December 31, 2022 through December 31, 2027 provided to us by management of Urgently and used at the direction of management of Otonomo (the “Urgently Projections”);

•

reviewed the presentation titled “Otonomo Powering the Mobility Economy” dated November 2022;

•

reviewed the presentation titled “Urgently Mobility Assistance Services Platform Project Odyssey – Opportunity Summary” dated January 2023;

•

reviewed other internal documents relating to the history, current operations, and probable future outlook of Otonomo and Urgently, including the Otonomo Projections and Urgently Projections, provided to us by management of Otonomo;

•

reviewed a letter dated February 6, 2023 from the Otonomo’s management, which made certain representations as to historical financial statements, financial projections and the underlying assumptions, and a pro forma schedule of assets and liabilities (including identified contingent liabilities) for Otonomo and Urgently;

•

reviewed the forms of amendments to: (x) that certain Loan and Security Agreement, dated as of December 16, 2021, by and among Alter Domus (US) LLC, as administrative agent and collateral agent for the lenders, the lenders from time to time party thereto and Urgently, as borrower, as amended by the Waiver and First Amendment to Loan and Security Agreement, dated as of July 12, 2022 (the “Highbridge Loan Amendment”) and (y) that certain Second Amended and Restated Loan and Security Agreement, dated as of July 12, 2022, by and among Structural Capital Investments III, LP, Series Structural DCO II series of Structural Capital DCO, LLC, and CEOF Holdings LP (each, an affiliate of Structural Capital), as lenders, Ocean II PLO LLC, as administrative and collateral agent for the lenders and Urgently, as borrower (the “Structural Loan Amendment”);

•

reviewed documents related to the Merger, including:

•

the letter of intent dated November 27, 2022 from Urgently (the “LOI”); and

149

•

the Agreement and Plan of Merger, by and among Urgently, Merger Sub and Otonomo, dated February 9, 2023 (together with the LOI, the “Transaction Documents”);

•

discussed the information referred to above and the background and other elements of the Merger with the management of Otonomo and management of Urgently;

•

performed certain valuation and comparative analyses using generally accepted valuation and analytical techniques including a discounted cash flow analysis, an analysis of selected public companies that Duff & Phelps deemed relevant, and an analysis of selected transactions that Duff & Phelps deemed relevant; and

•

conducted such other analyses and considered such other factors as Duff & Phelps deemed appropriate.

In performing its analyses and rendering the fairness opinion with respect to the Merger, Duff & Phelps, with Otonomo’s consent:

•

Assumed that the Exchange Ratio would result in the Otonomo shareholders receiving, in the aggregate, 35.2% of the equity in Urgently from the Merger, per Otonomo’s management;

•

Relied upon the accuracy, completeness, and fair presentation of all information, data, advice, opinions and representations obtained from public sources or provided to it from private sources, including Otonomo’s management and Urgently’s management and did not independently verify such information;

•

Relied upon the fact that the Otonomo Board has been advised by counsel as to all legal matters with respect to the Merger, including whether all procedures required by law to be taken in connection with the Merger have been duly, validly and timely taken;

•

Assumed that any estimates, evaluations, forecasts and projections furnished to Duff & Phelps were reasonably prepared and based upon the best currently available information and good faith judgment of the person furnishing the same, and Duff & Phelps expressed no opinion with respect to such projections or the underlying assumptions;

•

Assumed that information supplied and representations made by Otonomo’s management and Urgently’s management are substantially accurate regarding Otonomo, Urgently and the Merger;

•

Assumed that the representations and warranties made in the Transaction Documents are substantially accurate;

•

Assumed that the final versions of all documents reviewed by Duff & Phelps in draft form conform in all material respects to the drafts reviewed;

•

Assumed that the Highbridge Loan Amendment and the Structural Loan Amendment will be completed as contemplated by the draft documents reviewed by Duff & Phelps and as described by Urgently’s management and Otonomo’s management;

•

Assumed that there has been no material change in the assets, liabilities, financial condition, results of operations, business, or prospects of Otonomo or Urgently since the date of the most recent financial statements and other information made available to Duff & Phelps, and that there is no information or facts that would have made the information reviewed by Duff & Phelps incomplete or misleading;

•

Assumed that all of the conditions required to implement the Merger will be satisfied and that the Merger will be completed in accordance with the Transaction Documents without any amendments thereto or any waivers of any terms or conditions thereof; and

•

Assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger would be obtained without any adverse effect on Otonomo, Urgently, or the contemplated benefits expected to be derived in the Merger.

150

Duff & Phelps informed the Otonomo Board that, to the extent that any of the foregoing assumptions or any of the facts on which the opinion provided by Duff & Phelps is based prove to be untrue in any material respect, the opinion cannot and should not be relied upon, and that, in Duff & Phelps’ analysis and in connection with the preparation of the opinion, Duff & Phelps has made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the Merger.

Duff & Phelps prepared the opinion effective as of February 9, 2023. The opinion was necessarily based upon market, economic, financial and other conditions as they existed as of such date and could be evaluated as of such date, and Duff & Phelps disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting the opinion which may come or be brought to the attention of Duff & Phelps after such date.

Duff & Phelps did not evaluate Otonomo’s or Urgently’s solvency or conduct an independent appraisal or physical inspection of any specific assets or liabilities (contingent or otherwise). Duff & Phelps had not been requested to, and did not, (i) initiate any discussions with, or solicit any indications of interest from, third parties with respect to the Merger, the assets, businesses or operations of Otonomo, or any alternatives to the Merger, (ii) negotiate the terms of the Merger, and therefore, Duff & Phelps assumed that such terms were the most beneficial terms, from Otonomo’s perspective, that could, under the circumstances, be negotiated among the parties to the Transaction Documents and the Merger, or (iii) advise the Otonomo Board or any other party with respect to alternatives to the Merger. Duff & Phelps did not undertake an independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which Otonomo was or may be a party or was or may be subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which Otonomo was or may be a party or is or may be subject.

In rendering the opinion, Duff & Phelps was not expressing any opinion as to the market price or value of Otonomo’s or Urgently’s common stock (or anything else) after the announcement or the consummation of the Merger, and Duff & Phelps advised that its opinion was not to be construed as a valuation opinion, credit rating, solvency opinion, an analysis of Otonomo’s or Urgently’s credit worthiness, as tax advice, or as accounting advice. Duff & Phelps did not make, and assumed no responsibility to make, any representation, or render any opinion, as to any legal matter.

In rendering the opinion, Duff & Phelps did not express any opinion with respect to the amount or nature of any compensation to any of Otonomo’s officers, directors or employees, or any class of such persons, relative to the consideration to be received by the public shareholders of Otonomo in the Merger, or with respect to the fairness of any such compensation.

The opinion was furnished for the use and benefit of the Otonomo Board in connection with their consideration of the Merger. Duff & Phelps has consented to the inclusion of the opinion in its entirety and the description hereof in this proxy statement/prospectus and any other filing Otonomo is required to make with the SEC in connection with the Business Combination (as defined in Duff & Phelps’ written opinion) if such inclusion is required by applicable law. The opinion (i) does not address the fairness of any aspect of the Merger other than the Exchange Ratio, (ii) does not address the merits of the underlying business decision to enter into the Merger versus any alternative strategy or transaction; (iii) does not address any transaction related to the Merger; (iv) is not a recommendation as to how the Otonomo Board or any of Otonomo’s shareholders should vote or act with respect to any matters relating to the Merger, or whether to proceed with the Merger or any related transaction, and (v) does not indicate that the Exchange Ratio is the best possibly attainable under any circumstances; instead, it merely states whether the consideration in the Merger is within a range suggested by certain financial analyses. The decision as to whether to proceed with the Merger or any related transaction may depend on an assessment of factors unrelated to the financial analysis on which the opinion is based. The letter should not be construed as creating any fiduciary duty on the part of Duff & Phelps to any party.

151

The opinion described above is solely that of Duff & Phelps, and Duff & Phelps’ liability in connection with such opinion is limited in accordance with the terms set forth in the engagement letter between Duff & Phelps and Otonomo, dated January 20, 2023.

Summary of Financial Analysis

Set forth below is a summary of the material analyses performed by Duff & Phelps in connection with the delivery of the fairness opinion to the Otonomo Board. This summary is qualified in its entirety by reference to the full text of the opinion, attached to this proxy statement/prospectus as Annex F. While this summary describes the analyses and factors that Duff & Phelps deemed material in its presentation to the Otonomo Board, it is not a comprehensive description of all analyses and factors considered by Duff & Phelps. The preparation of a fairness opinion is a complex process that involves various determinations as to appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at the opinion, Duff & Phelps did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Duff & Phelps believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered by it in rendering the opinion without considering all analyses and factors could create a misleading or incomplete view of the evaluation process underlying the opinion. The conclusion reached by Duff & Phelps was based on all analyses and factors taken as a whole, and also on the application of Duff & Phelps’ own experience and judgment.

The financial analyses summarized below includes information presented in tabular format. In order for Duff & Phelps’ financial analyses to be fully understood, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Duff & Phelps’ financial analyses.

Market Approach – Urgently

The Market Approach is a valuation technique that provides an estimation of value by applying valuation multiples to financial metrics for the subject company. These valuation multiples are either observed or derived from (i) market prices of actively traded, public companies and publicly available historical financial information and consensus equity research analyst estimates of future financial performance or (ii) prices paid in actual mergers, acquisitions or other transactions. The valuation process includes, but is not limited to, a comparison of various quantitative and qualitative factors between the subject business and such similar businesses.

Duff & Phelps selected eight publicly traded companies that it deemed relevant in its analysis (the “Selected Publicly Traded Companies”) based on their relative similarity, primarily in terms of business focus, revenue growth history and outlook, capital requirements and other characteristics to that of Urgently. Duff & Phelps noted that none of the Selected Publicly Traded Companies are perfectly comparable to Urgently, and that Duff & Phelps did not have access to non-public information of any of the Selected Publicly Traded Companies. Accordingly, a complete valuation analysis of Urgently cannot rely solely upon a quantitative review of the Selected Publicly Traded Companies but involves complex considerations and judgments concerning differences in financial and operating characteristics of such companies, as well as other factors that could affect their value relative to that of Urgently. Therefore, the Market Approach is subject to certain limitations.

152

The tables below summarize certain observed historical and projected financial performance and trading multiples of the Selected Publicly Traded Companies.


Company	19-22 Revenue CAGR			2022 Revenue Growth			2023 Revenue Growth			2024 Revenue Growth			21-23 Revenue CAGR
Angi Inc.		12.7	%		12.6	%		10.1	%		10.3	%		10.2	%
Deliveroo plc		38.1	%		11.4	%		5.7	%		13.7	%		9.6	%
DoorDash, Inc.		NM			28.4	%		20.6	%		17.1	%		18.8	%
Fiverr International Ltd.		46.6	%		13.4	%		8.8	%		20.0	%		14.3	%
Just Eat Takeaway.com N.V.		NM			5.6	%		6.3	%		8.7	%		7.5	%
Lyft, Inc.		4.1	%		27.0	%		18.8	%		13.5	%		16.1	%
Porch Group, Inc.		NM			27.5	%		18.0	%		20.3	%		19.1	%
Uber Technologies, Inc.		33.3	%		46.0	%		17.0	%		17.8	%		17.4	%
Mean		27.0	%		21.5	%		13.2	%		15.2	%		14.1	%
Median		33.3	%		20.2	%		13.5	%		15.4	%		15.2	%
Urgently		50.4	%		29.6	%		31.2	%		37.2	%		34.2	%

CAGR = Compounded Annual Growth Rate; EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization; Sources: S&P Capital IQ, SEC Filings, Annual and Interim Reports, Otonomo management


Company	19-21 Avg Gross Margin			2022 Gross Margin			2023 Gross Margin			2024 Gross Margin			19-21 Avg EBITDA Margin			2022 EBITDA Margin			2023 EBITDA Margin			2024 EBITDA Margin
Angi Inc.		88.5	%		77.0	%		77.0	%		76.0	%		5.4	%		0.6	%		2.9	%		5.0	%
Deliveroo plc		27.2	%		31.1	%		33.3	%		35.2	%		-17.5	%		-9.4	%		-5.9	%		-1.7	%
DoorDash, Inc.		NM			47.8	%		47.3	%		48.5	%		NM			-4.1	%		-2.0	%		1.0	%
Fiverr International Ltd.		81.5	%		83.0	%		83.1	%		83.2	%		-13.2	%		-11.9	%		-8.2	%		-4.6	%
Just Eat Takeaway.com N.V.		NM			40.6	%		42.7	%		43.8	%		NM			-2.6	%		2.3	%		5.4	%
Lyft, Inc.		27.2	%		45.4	%		52.2	%		53.1	%		-48.4	%		-15.5	%		-11.9	%		-7.7	%
Porch Group, Inc.		NM			62.4	%		67.6	%		68.7	%		NM			-17.4	%		-4.4	%		1.1	%
Uber Technologies, Inc.		NM			38.6	%		40.0	%		40.3	%		NM			-0.1	%		3.3	%		6.3	%

Mean		56.1	%		53.2	%		55.4	%		56.1	%		-18.4	%		-7.5	%		-3.0	%		0.6	%
Median		54.3	%		46.6	%		49.7	%		50.8	%		-15.4	%		-6.7	%		-3.2	%		1.0	%

Urgently		11.7	%		11.0	%		27.8	%		27.8	%		-26.5	%		-16.2	%		5.4	%		10.8	%

CAGR = Compounded Annual Growth Rate; EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization; Sources: S&P Capital IQ, SEC Filings, Annual and Interim Reports, Otonomo management

153

($’s in millions)

Company

EV /
2023

EBITDA

EV /
2024

EBITDA

EV /
2022

Gross
Profit

EV /
2023

Gross
Profit

EV /
2024

Gross
Profit

EV /
2022

Revenue

EV /
2023

Revenue

EV /
2024

Revenue

Angi Inc.

27.0x

14.2x

1.12x

1.02x

0.94x

0.87x

0.79x

0.71x

Deliveroo plc

1.03x

0.91x

0.75x

0.32x

0.30x

0.27x

DoorDash, Inc.

7.03x

5.90x

4.91x

3.36x

2.79x

2.38x

Fiverr International Ltd.

5.34x

4.90x

4.08x

4.43x

4.07x

3.39x

Just Eat Takeaway.com N.V.

38.2x

14.6x

2.26x

2.02x

1.81x

0.92x

0.86x

0.79x

Lyft, Inc.

2.63x

1.92x

1.66x

1.19x

1.00x

0.88x

Porch Group, Inc.

2.82x

2.21x

1.81x

1.76x

1.49x

1.24x

Uber Technologies, Inc.

26.6x

5.95x

4.90x

4.13x

2.29x

1.96x

1.66x

Mean

32.6x

18.5x

3.52x

2.97x

2.51x

1.89x

1.66x

1.42x

Median

32.6x

14.6x

2.73x

2.11x

1.81x

1.48x

1.25x

1.06x

EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization

EV= Enterprise Value = Market capitalization plus debt, net of cash and equivalents

Sources: S&P Capital IQ, SEC Filings, Annual and Interim Reports

Based on the data shown in the tables above, Duff & Phelps selected a range of valuation multiples to apply to Urgently’s 2022 and 2023 revenue in the Urgently Projections to obtain a range of current enterprise values for Urgently. Duff & Phelps analyzed projected growth and margins for the Selected Publicly Traded Companies and compared these metrics to the same metrics for Urgently, based on the Urgently Projections. Duff & Phelps used these comparisons and the multiples of enterprise value-to-2022 and enterprise value-to-2023 projected revenue for the Selected Publicly Traded Companies to select a 2022 revenue multiple range of 1.25x to 1.75x to apply to Urgently’s 2022 revenue and to select a 2023 revenue multiple range of 1.00x to 1.25x to apply to Urgently’s 2023 revenue in the Urgently Projections, resulting in an estimated current enterprise value range for Urgently. Duff & Phelps selected multiples that, in its judgement, reflected Urgently’s revenue growth outlook, capital requirements and other characteristics relative to the Selected Publicly Traded Companies.

Duff & Phelps’ Market Approach resulted in an indicated enterprise value range for Urgently of $237.0 million to $313.6 million.

Discounted Cash Flow Analysis – Urgently

The Discounted Cash Flow (“DCF”) Analysis is a valuation technique that provides an estimation of the value of a business based on the cash flows that a business can be expected to generate (the “DCF Analysis”). The DCF Analysis begins with an estimation of the annual cash flows the subject business is expected to generate over a discrete projection period, and all of the cash flows for the business after the end of the discrete projection period (the “Terminal Value”). The estimated cash flows for each of the years in the discrete projection period and the Terminal Value are then converted to their present value equivalents using a rate of return appropriate for the risk of achieving the projected cash flows.

Duff & Phelps performed a DCF Analysis of the estimated future unlevered free cash flows attributable to Urgently for the years ending December 31, 2023 (beginning at March 31, 2023) through December 31, 2027, with “unlevered free cash flow” defined as cash that is available either to reinvest or to distribute to security holders. In applying the DCF Analysis, Duff & Phelps relied on the Urgently Projections at the direction of Otonomo management. Duff & Phelps estimated the Terminal Value of Urgently as of fiscal year 2027 by applying a revenue multiple range to Urgently’s projected 2027 revenue in the Urgently Projections. Duff & Phelps discounted the unlevered free cash flows in the discrete period and the Terminal Values in 2027 back to the present to obtain a range of the estimated current enterprise value of Urgently.

154

Based on the data shown in the tables above under the heading Market Approach, Duff & Phelps selected a revenue multiple range of 1.25x to 1.50x to apply to Urgently’s projected 2027 revenue to obtain a range of Terminal Values to incorporate into the DCF Analysis. Such range of multiples, in the judgement of Duff & Phelps, reflected Urgently’s size, revenue growth outlook, capital requirements and other characteristics relative to the Selected Publicly Traded Companies.

Determination of an appropriate discount rate to use in the DCF Analysis requires a degree of judgment. Duff & Phelps considered a number of factors in determining the discount rate range, including the results of published studies on discount rates. Duff & Phelps also considered (i) Urgently’s stage in the cycle of management’s business plan, (ii) Urgently’s projected financial performance and (iii) the risks facing Urgently in order to achieve the projected results, including execution risk and competitive risks, among others. Based on these factors and the published discount rate studies, Duff & Phelps used discount rates ranging from 30.0% to 35.0% to discount the projected unlevered free cash flows in the discrete projection period and the Terminal Value. Duff & Phelps believes that this range of discount rates is consistent with the rate of return that security holders would require on alternative investment opportunities with similar risk profiles, including risks of achieving the projected cash flows based on the Urgently Projections.

Duff & Phelps included the net present value of Urgently’s net operating loss carryforwards in the DCF Analysis assuming a Section 382 limitation. Urgently is expected to have a net operating loss carryforward balance of $96.9 million as of December 31, 2022. The utilization of the net operating loss carryforward was discounted at the midpoint discount rate of 32.5% and resulted in a value of $5.4 million.

Based on these assumptions, Duff & Phelps’ DCF Analysis resulted in an indicated enterprise value range for Urgently of $256.1 million to $342.6 million.

Urgently Valuation Conclusion

Duff & Phelps estimated the range of enterprise value of Urgently to be $246.6 million to $328.1 million, based on the ranges indicated by the Market Approach and the DCF Analysis. Duff & Phelps further estimated the range of equity value of Urgently by deducting estimated net debt as of March 31, 2023 of $87.0 million, per Otonomo management. After making these adjustments, the estimated total equity value range for Urgently was $159.6 million to $241.1 million.

Otonomo Valuation Conclusion

Duff & Phelps utilized a liquidation analysis to estimate the value of Otonomo’s equity prior to the Merger because based on the Otonomo Projections, Otonomo is expected to generate negative cash flows through 2027, and Otonomo management did not indicate a path to profitability was achievable. A liquidation analysis is a valuation technique that provides an estimation of the equity value of a subject company based on the expected liquidation proceeds from the balance sheet.

Duff & Phelps performed a liquidation analysis of Otonomo based on a projected balance sheet as of March 31, 2023 provided by Otonomo management. Duff & Phelps estimated the value of Otonomo’s assets in a liquidation based on discussions with Otonomo management. Duff & Phelps deducted the following from the liquidation value of Otonomo’s assets to determine net asset value: (i) the estimated value of liabilities as of March 31, 2023 and (ii) transaction and other expenses related to the liquidation.

155

The table below summarizes the liquidation analysis.

($’s in thousands)


	Amount			% Recoverable / Owed			% Recoverable / Owed
Cash	$	6,612			100	%	$	6,612
Investments and Restricted Cash		118,249			100	%		118,249
Accounts Receivable		1,628			80	%		1,303
Prepaid Expenses		942			60	%		565
Government Institutions-Asset		1,062			100	%		1,062
Interest Receivable		925			70	%		648
Other Receivables		511			100	%		511
Property and Equipment, Net		1,043			40	%		417
Operating Lease Right-of-Use Assets		1,912			0	%		0
Accounts Payable and Other Current Liabilities		(7,126	)		100	%		(7,126	)
Operating Lease Liabilities		(1,780	)		100	%		(1,780	)
Contingent Consideration (1)		(3,300	)		200	%		(6,600	)
Other Non-Current Liabilities		(157	)		100	%		(157	)
Warrants for Ordinary Shares		(155	)		0	%		0
Severance, Shutdown and Execution Costs		(9,600	)		100	%		(9,600	)
Otonomo Equity Value	$	110,767					$	104,104

(1)	Current portion of contingent consideration related to the Floow acquisition is not recorded on the balance sheet due to targets not being met, but the current consideration of $2.6 million in cash plus $0.7 million in stock would be owed in a liquidation scenario, per Otonomo management.

Note: balances estimated as of March 31, 2023 per Otonomo management; percentages recoverable / owed discussed with Otonomo management.

Based on these assumptions, the liquidation analysis resulted in an indicated equity value for Otonomo of $104.1 million.

Conclusion Summary

Based on the concluded Urgently equity value range of $159.6 million to $241.1 million and the concluded Otonomo equity value of $104.1 million, the range of Otonomo shareholder ownership in the Merger would be 30.2% to 39.5%, compared to the Exchange Ratio of 35.2%.

The opinion was only one of the many factors considered by the Otonomo Board in its evaluation of the Merger and should not be viewed as determinative of the views of the Otonomo Board.

Fees and Expenses

As compensation for Duff & Phelps’ services in connection with the rendering of the fairness opinion the Otonomo Board, Otonomo agreed to pay Duff & Phelps a fee of $750,000. A portion of the fee was payable upon delivery of the opinion and a portion is payable upon consummation of the Merger. No portion of Duff & Phelps’ fee is refundable or contingent upon the conclusion reached in the opinion.

Otonomo has also agreed to reimburse Duff & Phelps for its reasonable out-of-pocket expenses and reasonable fees and expenses of outside counsel retained by Duff & Phelps in connection with the engagement. Otonomo has also agreed to indemnify Duff & Phelps for certain liabilities arising out of its engagement.

156

The terms of the fee arrangements with Duff & Phelps, which Otonomo believes are customary in transactions of this nature, were negotiated at arm’s length, and the Otonomo Board were and are aware of these fee arrangements.

Disclosure of Prior Relationships

Other than this engagement, during the two years preceding the date of the fairness opinion, Duff & Phelps has not had any material relationship with any party to the Merger for which compensation has been received or is intended to be received, nor is any such material relationship or related compensation mutually understood to be contemplated.

Certain Unaudited Forecasted Financial Information

Otonomo and Urgently do not as a matter of course make public long-term forecasts or internal projections as to future performance, revenues, earnings or other results given, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, in connection with the evaluation of the Merger, (i) certain non-public unaudited internal financial forecasts with respect to Otonomo covering multiple years on a standalone basis were prepared by Otonomo’s management team (the “Otonomo Forecast”) and (ii) certain non-public unaudited internal financial forecasts with respect to Urgently covering multiple years on a standalone basis were prepared by Urgently’s management team (the “Urgently Forecast” and, together with the Otonomo Forecast, the “Forecasts”). The Forecasts were not prepared for public disclosure but were provided to the Otonomo Board in connection with its evaluations of the Merger and were also provided to Duff & Phelps, the Otonomo Board’s independent financial advisor, for their use in advising the Otonomo Board and reliance in connection with its separate financial analysis and opinion as described in the section entitled “The Merger—Opinion of Duff & Phelps to the Otonomo Board.”

The summary of the unaudited forecasted financial information presented below is not being included in this proxy statement/prospectus to influence your decision whether to vote for or against the Proposals. Rather, this information has been included because these Forecasts were made available to the Otonomo Board and Duff & Phelps. The Otonomo Forecast was prepared by and is the responsibility of Otonomo’s management team. The Urgently Forecast was prepared by and is the responsibility of Urgently’s management team.

The inclusion of this information should not be regarded as an indication that the Otonomo Board (or any committee thereof), Otonomo (or any of its affiliates, officers, directors, advisors or other representatives), Urgently (or any of its affiliates, officers, directors, advisors or other representatives) or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future performance or events, or that it should be construed as financial guidance, and such summary projections set forth below should not be relied on as such.

This information was prepared solely for internal use and is subjective in many respects. While presented with numeric specificity, the Forecasts reflect numerous estimates and assumptions that are inherently uncertain and may be beyond the control of Otonomo’s management team or Urgently’s management team, including, among others, overall and regional supply and demand factors, general economic, business or industry conditions, including the impacts of inflation, competition in the automotive technology and mobility assistance industries, future operating results, and other matters described in the sections entitled “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors,” and “Where You Can Find More Information.” The Forecasts reflect both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus are susceptible to multiple interpretations based on actual experience and business developments. Otonomo and Urgently can give no assurance that the Forecasts and the underlying estimates and assumptions will be realized or that actual results will not be significantly higher or lower than forecasted. As a result, the Forecasts summarized in this proxy statement/prospectus should not be relied on as necessarily predictive of actual future events. In addition, because the Forecasts cover multiple years, such information by its nature becomes less predictive with each successive year. This information constitutes “forward-looking

157

statements” and actual results may differ materially and adversely from those projected. Actual results may differ materially from those set forth below, and important factors that may affect actual results and cause the Forecasts to not be realized include, but are not limited to, risks and uncertainties relating to Urgently and Otonomo’s businesses, industry performance, the regulatory environment, general business and economic conditions and other matters described under the section of this proxy statement/prospectus titled “Risk Factors.” See also “Cautionary Note Regarding Forward-Looking Statements” and “Where You Can Find More Information.”

These Forecasts were not prepared with a view toward public disclosure, compliance with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of forecasted financial information. The Otonomo Forecast included in this document has been prepared by, and is the responsibility of, Otonomo’s management team, and in the view of Otonomo’s management team, was prepared on a reasonable basis, reflects the best available estimates and judgments as of the date it was prepared, and presents, to the best of Otonomo’s management team’s knowledge and belief as of the date it was prepared, the expected future financial performance of Otonomo. The Urgently Forecast included in this document has been prepared by, and is the responsibility of, Urgently’s management team, and in the view of Urgently’s management team, was prepared on a reasonable basis, reflects the best available estimates and judgments as of the date it was prepared, and presents, to the best of Urgently’s management team’s knowledge and belief as of the date it was prepared, the expected future financial performance of Urgently. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers are cautioned not to place undue reliance on the prospective financial information. Neither Otonomo’s tax advisors nor CohnReznick LLP have audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying Forecasts and, accordingly, Otonomo’s tax advisors and CohnReznick LLP do not express an opinion or any other form of assurance with respect thereto, and assume no responsibility for, and disclaim any association with, the Forecasts. Otonomo’s tax advisors’ report incorporated by reference in this document relates to Otonomo’s previously issued financial statements. It does not extend to the forecasted financial information and should not be read to do so. CohnReznick LLP’s report included elsewhere in this proxy statement/prospectus relates to Urgently’s consolidated annual financial statements for 2022 and 2021 included in the F-pages in this proxy statement/prospectus.

Furthermore, the Forecasts do not take into account any circumstances or events occurring after the date they were prepared. Otonomo and Urgently can give no assurance that, had the Forecasts been prepared either as of the date of the opinion, the date of the Merger Agreement, or as of the date of this proxy statement/prospectus, similar estimates and assumptions would be used. Except as required by applicable securities laws, Otonomo and Urgently do not intend to, and disclaim any obligation to, make publicly available any update or other revision to the Forecasts to reflect circumstances existing since their preparation or to reflect the occurrence of events, even in the event that any or all of the underlying assumptions are shown to be not appropriate, or to reflect changes in general economic or industry conditions. The Forecasts do not take into account possible financial and other effects on Otonomo or Urgently of the Merger, the effect on Otonomo or Urgently of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed, or the effect of any business or strategic decisions or actions which would likely have been taken if the Merger Agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger. Further, the Forecasts do not take into account the effect on Otonomo or Urgently of any possible failure of the Merger to occur. None of Otonomo or Urgently or either of their respective affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any Otonomo shareholder or Urgently stockholder or other person regarding Otonomo’s or Urgently’s ultimate performance compared to the information contained in the Forecasts or that the forecasted results will be achieved. The inclusion of the Forecasts herein should not be deemed an admission or representation by Otonomo, Urgently or their respective advisors or any other person that they are viewed as material information of Otonomo or Urgently, particularly in light of the inherent risks and uncertainties associated with the Forecasts.

In light of the foregoing, and considering that the Special Meeting will be held several months after the Forecasts were prepared, as well as the uncertainties inherent in any forecasted information, Otonomo shareholders are

158

cautioned not to place undue reliance on such information, and Otonomo urges all Otonomo shareholders to review Otonomo’s most recent SEC filings for a description of Otonomo’s reported financial results. See the section entitled “Where You Can Find More Information.”

Certain of the measures included in the Forecasts may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Otonomo or Urgently may not be comparable to similarly titled amounts used by other companies. Financial measures provided to a financial advisor in connection with a business combination transaction are excluded from the definition of non-GAAP financial measures and therefore are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Accordingly, we have not provided a reconciliation of such financial measures.

NEITHER OTONOMO NOR URGENTLY INTEND TO UPDATE OR OTHERWISE REVISE THE BELOW FORECASTS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH FORECASTS ARE NO LONGER APPROPRIATE, EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW.

Otonomo Management Assumptions with respect to Otonomo

The information described below in the section entitled “—Otonomo Management’s Unaudited Forecasted Financial Information of Otonomo” was based on various assumptions by Otonomo’s management team, including, but not limited to, the expected number of connected vehicles on Otonomo’s platform, the number of users on Otonomo’s insurance platform, prices that Otonomo expects customers will be willing to pay (based on historical information and trends), estimates of market maturity over the projected period, the expectation that there will be expanded use of Otonomo’s products for different applications and market segments, third-party forecasts for industry growth, and historical system usage patterns of Otonomo customers continuing into the future. In addition, Otonomo’s management team considered that Otonomo has not generated a significant amount of revenue historically and does not expect to generate a significant amount of revenue during the forecasted period due to the lack of maturity in the market.

The Otonomo Forecast also reflects assumptions regarding the continuing nature of ordinary course operations that may be subject to change.

159

Otonomo Management’s Unaudited Forecasted Financial Information of Otonomo

The following table sets forth certain summarized unaudited prospective financial information with respect to Otonomo for the fiscal years 2023 through 2027 on a standalone basis prepared by Otonomo’s management team.


($ in millions)⁽¹⁾⁽²⁾	2023E			2024E			2025E			2026E			2027E
Revenue	$	11.2		$	16.8		$	25.2		$	37.8		$	56.6
Gross Profit (loss)	$	1.4		$	0.7		$	(9.7	)	$	(7.0	)	$	(8.8	)
Gross Margin		12.2	%		4.3	%		(38.5	)%		(18.5	)%		(15.5	)%
EBITDA⁽³⁾	$	(34.4	)	$	(37.0	)	$	(50.0	)	$	(50.1	)	$	(56.6	)
EBITDA Margin⁽⁴⁾		(307.2	)%		(220.3	)%		(198.0	)%		(132.6	)%		(99.8	)%

(1)

The information set forth in this table does not take into account any circumstances or events occurring after the date it was prepared. Given that the Special Meeting will be held several months after such information was prepared, as well as the uncertainties inherent in any forecasted information, Otonomo shareholders are cautioned not to place undue reliance on such information.

(2)	The table reflects certain summarized unaudited prospective financial information of Otonomo, which reflect unaudited prospective financial information for December 31, 2022 through December 31, 2027.

(3)

Otonomo defines EBITDA (a non-GAAP measure) as operating loss (income) adjusted for depreciation, amortization and stock-based compensation. Otonomo caution investors that amounts presented in accordance with its definition of EBITDA may not be comparable to similar measures disclosed by other issuers, because not all issuers calculate EBITDA in the same manner. EBITDA should not be considered as an alternative to net loss or any other performance measures derived in accordance with GAAP or as an alternative to cash flows from operating activities as a measure of Otonomo’s liquidity.

(4)	Otonomo defines EBITDA Margin (a non-GAAP measure) as EBITDA divided by total revenue for the period presented.

Urgently Management Assumptions with respect to Urgently

The information described below in the section entitled “—Unaudited Forecasted Financial Information of Urgently” was based on various assumptions by Urgently’s management team, including, but not limited to, expected pipeline and activity to support continued growth, anticipated pricing changes for Urgently’s platform, assumptions regarding existing and new Customer Partner engagement, exclusion of revenue related to the B2C subscription model and connected vehicles, continued cost efficiencies related to utilization of offshore resources, continued growth of operating expenses to support revenue growth, achievement of operational efficiencies related to digital acceptance, extension of maturity dates and amortization under outstanding Structural Loan Agreement and Highbridge Loan Agreement and excludes the GAAP impact of Urgently’s debt restructuring and warrant mark to market valuation.

In preparing and approving the Urgently Forecast, management utilized the following material assumptions. Urgently management, in the reasonable exercise of its business judgment, believed in good faith that these assumptions were reasonable as of the date prepared:

•

Annual revenue growth rates ranging from 15% to 37% were applied to years 2023 through 2027 and reflect Urgently’s expectations of future growth based on historical operating trends in recent years, adjusted to account for potential headwinds in growth rate in 2026 and 2027. These growth rates also assume ordinary course pricing increases and renewal pricing adjustments. Additionally, the growth rates incorporate expectations regarding volume expansion and adoption of new service offerings by existing Customer Partners and acquisition of new Customer Partners.

•

In addition to historical performance, management’s assumptions regarding new Customer Partner engagement were informed in part by management’s evaluation of the current pipeline opportunities, which represents an increase over historical pipeline opportunities.

160

•

No material revenue from future service offerings, including connected vehicle offerings.

•

Anticipated operating expenses assume cost efficiencies based on (i) the then-anticipated completion of the offshoring of customer support representatives, (ii) Service Providers’ cost reduction initiatives and (iii) continued Service Provider adoption of “digital accept” of Consumer requests for service, which has historically improved cost efficiencies.

•

Estimated improvements in operating expenses are expected to be partially offset by increases in investments relating to scaling of Urgently’s business, including as a result of anticipated (i) investments in research and development and (ii) growth in the sales and partner management team to support new Customer Partner acquisition and onboarding.

Future results may vary significantly from the results reflected because of various factors, particularly relating to Urgently’s ability to acquire and retain new Customer Partners in a cost-effective manner, execute on its sales and marketing strategy, maintain and grow its market position against competitors and introduce additional offerings into the market, increase engagement with its current Customer Partners and expand the use of its platform. Please see the section titled “Risk Factors” beginning on page 39.

Urgently Management’s Unaudited Forecasted Financial Information of Urgently

The following table sets forth certain summarized unaudited prospective financial information with respect to Urgently for the fiscal years 2023 through 2027 on a standalone basis prepared by Urgently’s management team.


($ in millions)⁽¹⁾⁽²⁾	2023E			2024E			2025E			2026E			2027E
Revenue	$	242.7		$	332.9		$	453.3		$	521.0		$	598.9
Gross Profit (loss)	$	67.5		$	92.7		$	128.2		$	145.9		$	167.7
Gross Margin %		27.8	%		27.8	%		28.3	%		28.0	%		28.0	%
EBITDA⁽³⁾	$	13.0		$	36.0		$	68.6		$	81.6		$	99.4
EBITDA Margin⁽⁴⁾		5.4	%		10.8	%		15.1	%		15.7	%		16.6	%

(1)

(2)	The table reflects certain summarized unaudited prospective financial information of Urgently, which reflect unaudited prospective financial information for January 1, 2023 through December 31, 2027.

(3)

Urgently defines EBITDA (a non-GAAP measure) as earnings before taxes adjusted for depreciation, interest expense, and debt extinguishment costs. Urgently cautions investors that amounts presented in accordance with its definition of EBITDA may not be comparable to similar measures disclosed by other issuers, because not all issuers calculate EBITDA in the same manner. EBITDA should not be considered as an alternative to net loss or any other performance measures derived in accordance with GAAP or as an alternative to cash flows from operating activities as a measure of Urgently’s liquidity.

(4)	Urgently defines EBITDA Margin (a non-GAAP measure) as EBITDA divided by revenue for the period

presented.

Interests of Urgently’s Directors and Executive Officers in the Merger

None of Urgently’s executive officers or members of the Urgently Board is party to an arrangement with Otonomo, or participates in any Otonomo plan, program or arrangement, that provides such executive officer or trustee with financial incentives that are contingent upon the consummation of the Merger. Certain of Urgently’s directors and executive officers serving at the time this proxy statement/prospectus is declared effective will continue as the directors and executive officers of the Combined Company as of immediately after completion of the Merger.

161

Interests of Otonomo’s Directors and Executive Officers in the Merger

In considering the recommendation of the Otonomo Board to vote in favor of the Merger Proposal, Otonomo’s shareholders should be aware that, aside from their interests as shareholders, certain of Otonomo’s directors and executive officers have certain interests in the Merger that may be different from, or in addition to, the interests of Otonomo’s other shareholders generally. The Otonomo Board was aware of and considered these interests, among other matters, in evaluating the Merger, in determining to approve and adopt the Merger Agreement and the other transactions contemplated thereby and in recommending to Otonomo shareholders that they approve the Merger, the Merger Agreement and the other transactions contemplated thereby. These interests include:

•

Subject to compliance with the Companies Law, Otonomo has agreed to pay the M&A Retention Bonuses. The M&A Retention Bonuses will be payable in full upon the occurrence of the Closing. The M&A Retention Bonuses underlying the CEO Retention Bonus Proposal and the CFO Retention Bonus Proposal are subject to Otonomo Shareholder Approval.

•

Pursuant to the terms of the Merger Agreement, Mr. Benjamin Volkow, the Chief Executive Officer of Otonomo and a member of the Otonomo Board, is expected to be appointed as a director of the Combined Company effective as of the Effective Time. As such, in the future he may receive any cash fees, stock options or stock awards that the Urgently Board determines to pay to directors.

•

Otonomo’s directors and executive officers hold outstanding Otonomo RSU Awards and/or Otonomo Options granted pursuant to the Otonomo Equity Plans (as defined in the Merger Agreement). Pursuant to the terms of the Merger Agreement, each Otonomo RSU Award that remains outstanding immediately prior to the Effective Time will be assumed by Urgently and automatically converted into an award of restricted stock units covering shares of Urgently common stock that settles in the number of whole shares of Urgently common stock calculated in accordance with the terms of the Merger Agreement. In addition, Otonomo In-the-Money Options will be accelerated such that all Otonomo In-the-Money Options will be vested and exercisable as of no later than the Option Measurement Date. Effective as of immediately prior to the Determination Time, each Otonomo In-the-Money Option that remains outstanding and unexercised will be deemed to be exercised in full, on a “net exercise” cashless basis, and cancelled, and the holder of such Otonomo In-the-Money Option will receive a number of fully vested Otonomo Ordinary Shares calculated in accordance with the terms of the Merger Agreement. For more information, see the section titled “The Merger Agreement—Treatment of Otonomo Equity Incentives.”

•

Otonomo’s directors and executive officers of who are Continuing Employees (like all other Continuing Employees) will be entitled, for the initial 12-month period after the Closing, to (i) annual base salary or base wage rate, as applicable, and cash target incentive compensation opportunities (excluding equity incentives), that are no less favorable, in the aggregate, than the annual compensation (excluding equity incentives) provided to, in Urgently’s sole discretion, either (x) such Continuing Employee immediately prior to the Closing or (y) similarly situated employees of Otonomo, and (ii) employee benefits (including severance benefits, but excluding any defined benefit pension or post-retirement benefits) on terms that are substantially comparable, in the aggregate, to the employee benefits (including severance benefits, but excluding any defined benefit pension or post-retirement benefits) that such Continuing Employee received under the applicable Otonomo Equity Plans (as defined in the Merger Agreement).

•

Pursuant to the terms of the Merger Agreement, Otonomo’s directors and executive officers will be entitled to certain ongoing indemnification and continued coverage under directors’ and officers’ liability insurance policies by or through Otonomo for a period of seven years after the Effective Time. Urgently agreed to cause Otonomo to fulfill such indemnification and insurance obligations following the consummation of the Merger. For more information, see the section titled “The Merger Agreement—Indemnification and Insurance for Directors and Officers.”

•

Certain of Otonomo’s executives are entitled to, in connection with a qualifying termination of employment following the Closing (and within 12 months following the Closing), accelerated vesting of restricted share units with respect to Otonomo Ordinary Shares and the payment of severance (whether contractually or as required under applicable law).

162

In light of the personal interests described above, the Merger, the Merger Agreement and the other transactions contemplated thereby were also approved by the audit committee of the Otonomo Board prior to being approved by the Otonomo Board.

M&A Retention Bonuses

Subject to compliance with the Companies Law, the M&A Retention Bonuses approved by the Otonomo Board and compensation committees of the Otonomo Board are expected to provide cash payments to certain of Otonomo’s executive officers in the aggregate amount of up to $1,470,000. The M&A Retention Bonuses will be payable in full upon the occurrence of the Closing. In the event that the Merger is not consummated by December 31, 2023, the Partial M&A Retention Bonuses to be paid to each of Otonomo’s executive officers will become immediately payable to such executive officers. The M&A Retention Bonuses underlying the CEO Retention Bonus Proposal and the CFO Retention Bonus Proposal are subject to Otonomo Shareholder Approval.

The amounts listed in the table below represent (i) the value of the M&A Retention Bonuses that will be paid to the named executive officers of Otonomo upon the Closing and (ii) the value of the Partial M&A Retention Bonuses that will be paid to the named executive officers of Otonomo in the event that the Merger is not consummated by December 31, 2023, in each case, subject to compliance with the provisions of the Companies Law and Otonomo Shareholder Approval of the CEO Retention Bonus Proposal and the CFO Retention Bonus Proposal.


Name	M&A Retention Bonus		Partial M&A Retention Bonus
Benjamin Volkow	$	400,000	$	200,000
Bonnie Moav	$	450,000	$	187,500
Shlomi Oren	$	225,000	$	112,500
Hagit Tenne Pereg	$	225,000	$	112,500
Maya Nassie-Neeman	$	170,000	$	75,000

Treatment of Otonomo RSU Awards and Otonomo In-the-Money Options

Pursuant to the terms of the Merger Agreement, each Otonomo RSU Award that remains outstanding immediately prior to the Effective Time will be assumed by Urgently and automatically converted into an award of restricted stock units covering shares of Urgently common stock that settles in the number of whole shares of Urgently common stock calculated in accordance with the terms of the Merger Agreement. In addition, Otonomo In-the-Money Options will be accelerated such that all Otonomo In-the-Money Options will be vested and exercisable as of no later than the Option Measurement Date. Effective as of immediately prior to the Determination Time, each Otonomo In-the-Money Option that remains outstanding and unexercised will be deemed to be exercised in full, on a “net exercise” cashless basis, and cancelled, and the holder of such Otonomo In-the-Money Option will receive a number of fully vested Otonomo Ordinary Shares calculated in accordance with the terms of the Merger Agreement.

163

The amounts listed in the table below represent the aggregate number of outstanding Otonomo RSU Awards (both vested and unvested) and the number of unvested Otonomo In-the-Money Options subject to acceleration in connection with the Merger (based on the closing price of Otonomo Ordinary Shares on July 12, 2023). The unvested Otonomo In-the-Money Options that are subject to acceleration in connection with the Merger will become vested three business days prior to the Effective Time by virtue of the Merger, and the rest of the outstanding unvested options will be cancelled for no consideration.


Name	Number of Outstanding RSU Awards		Number of Unvested Otonomo In-the-Money Options
Benjamin Volkow		26,299		—
Andrew Geisse		10,431		—
Jonathan Huberman		10,431		—
Benny Schnaider		10,431		—
Vered Raviv Schwarz		10,431		—
Moshe Meir		9,231		—
Anders Truelsen		73,499		—
Fred Kohout		50,335		—
Bonnie Moav		22,515		—
Shlomi Oren		21,942		—
Maya Nassie-Neeman		14,293		—
Hagit Tenne Pereg		16,306		—
Aldo Monteforte		6,788		—

Form of the Merger

Subject to the terms and conditions of the Merger Agreement, and in accordance with Israeli law, at the Effective Time, Merger Sub, a direct wholly owned subsidiary of Urgently incorporated by Urgently in connection with the Merger, will merge with and into Otonomo, with Otonomo surviving as a direct wholly owned subsidiary of Urgently that will continue to be governed by Israeli law.

Merger Consideration

Fractional Shares

No certificate or scrip representing fractional shares of Urgently common stock shall be issued in connection with the Merger. If a holder of Otonomo Ordinary Shares shall be entitled to receive a fraction of a share of Urgently common stock then the number of shares of Urgently common stock issuable to such holder will be rounded up or down to the nearest whole share of Urgently common stock as provided for in the Merger Agreement.

164

Exchange Ratio

Exchange Ratio

The Exchange Ratio formula is the quotient obtained by dividing the number of Otonomo merger shares (defined below) by the Otonomo outstanding shares (defined below), in which:

•

“aggregate valuation” means the sum of the (i) Otonomo valuation, plus (ii) the Urgently valuation.

•

“Otonomo allocation percentage” means the quotient determined by dividing (i) the Otonomo valuation by (ii) the aggregate valuation.

•

“Otonomo merger shares” means the product determined by multiplying (i) the post-Closing Urgently shares by (ii) the Otonomo allocation percentage.

•

“Otonomo outstanding shares” means (i) all Otonomo Ordinary Shares outstanding immediately prior to the Effective Time plus (ii) shares underlying all Otonomo RSUs, Otonomo Warrants, promised but ungranted equity awards and other convertible or derivative securities of Otonomo outstanding immediately prior to the Effective Time.

•

“Otonomo valuation” means an amount equal to Otonomo’s net cash.

•

“Post-Closing Urgently shares” means the quotient determined by dividing (i) the Urgently outstanding shares by (ii) the Urgently allocation percentage.

•

“Urgently allocation percentage” means the quotient determined by dividing (i) the Urgently valuation by (ii) the aggregate valuation.

•

“Urgently outstanding shares” means (i) all shares of Urgently common stock outstanding immediately prior to the Effective Time (including shares of Urgently common stock underlying convertible notes and Urgently Warrants that will convert or be exercised prior to or in connection with the Closing), plus (ii) shares of Urgently common stock underlying all outstanding stock options, Urgently Warrants and other convertible or derivative securities of Urgently (provided, however, that it will not include shares underlying convertible notes that do not convert prior to the Closing, the aggregate principal amount of which is included in the calculation of Urgently’s indebtedness). For the avoidance of doubt, Urgently’s fully-diluted share count will not include any shares reserved for stock options, restricted stock units, or other equity awards that are not outstanding immediately prior to the Effective Time.

•

“Urgently valuation” means (i) $271.0 million plus (b) Urgently’s net cash.

Based on Otonomo’s and Urgently’s respective pro forma capitalization, and based on assumptions as of June 30, 2023 as to the anticipated Otonomo valuation and Urgently valuation on the business day prior to the anticipated date of the Closing, the Exchange Ratio is estimated to be 0.444. This estimate is subject to adjustment prior to the Closing for Otonomo’s and Urgently’s capitalization at the Effective Time and the definitive amounts of the Otonomo valuation and the Urgently valuation on the business day prior to the anticipated date of the Closing (and as a result, Urgently stockholders could own more, and Otonomo shareholders could own less, or vice versa, of the Combined Company).

Calculation of Otonomo’s Net Cash

Pursuant to the terms of the Merger Agreement, Otonomo’s “net cash” means, as of the Determination Time, the sum (without duplication) of the following:

•

Otonomo’s cash (including restricted cash), cash equivalents and marketable securities as of the Cash Determination Time;

•

Plus the aggregate amount of indebtedness (including interest) under any bridge loans extended by Otonomo to Urgently;

165

•

Minus the sum (without duplication) of:

•

Otonomo’s transaction expenses (including certain change of control payments, premiums, underwriting costs, brokerage commissions, costs, expenses, and other amounts in respect of Otonomo’s D&O tail insurance policy and costs, fees and expenses incurred by or on behalf of or otherwise required to be paid by Otonomo at or prior to the Effective Time in connection with the negotiation, preparation and execution of the Merger Agreement or the other transaction agreements or in connection with any equity or debt financing, refinancing, recapitalization, change in control, merger or business combination transaction, sale of assets, licensing or similar financing or transaction matter undertaken or pursued by Otonomo prior to the Effective Time (each, an “extraordinary matter”));

•

Otonomo’s outstanding indebtedness; and

•

certain taxes of Otonomo (including taxes related to or attributable to any tax period or portion thereof that ends on or prior to the Closing Date, including any “applicable employment taxes” (as defined in Section 2302(d)(1) of the U.S. Coronavirus Aid, Relief and Economic Security Act) elected to be deferred pursuant to Section 2302 thereof, for any employer portion payroll or employment taxes incurred in connection with any compensatory payments in connection with any of Otonomo’s change of control payments and taxes that are owed by Otonomo as a result of any extraordinary matter to the extent such taxes are reasonably expected to be payable as of the Determination Time);

in each case, unpaid as of the Determination Time or paid after the Cash Determination Time;

•

Minus cash burn in excess of $85,000 per day during the period from and including April 1, 2023 to and including the date on which the Determination Time occurs the Cash Determination Time and the Determination Time.

Calculation of Urgently’s Net Cash

Pursuant to the terms of the Merger Agreement, Urgently’s “net cash” means, as of the Determination Time, the sum (without duplication) of the following:

•

Urgently’s cash (including restricted cash), cash equivalents and marketable securities as of the Determination Time;

•

Minus the sum (without duplication) of:

•

Urgently’s transaction expenses (including certain premiums, underwriting costs, brokerage commissions, costs, expenses, and other amounts in respect of any D&O tail insurance policy obtained by Urgently and costs, fees and expenses incurred by or on behalf of or otherwise required to be paid by Urgently at or prior to the Effective Time in connection with the negotiation, preparation and execution of the Merger Agreement or the other transaction agreements or in connection with any extraordinary matter);

•

outstanding indebtedness (excluding, to the extent applicable, indebtedness under any bridge loans extended by Otonomo to Urgently); and

•

certain taxes of Urgently (including taxes related to or attributable to any tax period or portion thereof that ends on or prior to the Closing Date and taxes that are owed by Urgently as a result of any extraordinary matter to the extent such taxes are reasonably expected to be payable as of the Determination Time);

in each case, unpaid as of the Determination Time.

166

Otonomo Schedule

No later than April 10, 2023, Otonomo will deliver to Urgently a schedule setting forth, in reasonable detail, Otonomo’s good faith, estimated calculation of Otonomo cash as of the Cash Determination Time.

Not less than ten business days prior to the anticipated date of the Closing, Otonomo will deliver to Urgently a draft schedule setting forth, in reasonable detail, its good faith estimate of the Exchange Ratio and each component thereof, including Otonomo’s net cash; provided, that Urgently shall have delivered to Otonomo any information of Urgently reasonably required by Otonomo to complete the draft schedule, fifteen to twenty business days prior to the anticipated date of the Closing. Otonomo shall consider in good faith any comments provided by Urgently within four business days of delivery of the draft schedule.

Not less than five (but not more than six business days) prior to the anticipated date of the Closing, Otonomo will deliver to Urgently a proposed final schedule setting forth, in reasonable detail, its good faith estimate of the Exchange Ratio and each component thereof, including Otonomo’s net cash, prepared and certified by Otonomo’s chief financial officer, which proposed final schedule shall be subject to the agreement and consent of Urgently. Eight business days prior to the anticipated date of the Closing, Urgently will deliver to Otonomo a proposed final schedule setting forth, in reasonable detail, Urgently’s good faith estimate of Urgently’s net cash and capitalization information required to calculate the Exchange Ratio, and any additional information of Urgently reasonably required.

No later than three business days prior to the anticipated date of the Closing, Urgently shall have the right to dispute any part of Otonomo’s proposed final schedule by delivering a written dispute notice to Otonomo. Any written notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the final schedule and will be accompanied by reasonably detailed materials supporting the basis for such revisions.

If Urgently notifies Otonomo in writing that it has no objections to Otonomo’s proposed final schedule or fails to deliver a written dispute notice at least three business days prior to the anticipated date of the Closing, then Otonomo’s proposed final schedule shall be deemed to have been finally determined and to represent the Exchange Ratio at the Determination Time for purposes of the Merger Agreement.

If Urgently delivers a written dispute notice at least three business days prior to the anticipated date of the Closing, then representatives of Otonomo and Urgently shall promptly meet and attempt in good faith to resolve any disputed items and negotiate a mutually agreed Exchange Ratio. Once agreed, such Exchange Ratio shall be deemed to have been finally determined and to represent the Exchange Ratio at the Determination Time for purposes of the Merger Agreement.

If Otonomo and Urgently are unable to negotiate an agreed-upon determination of the Exchange Ratio as of the Determination Time by two business days prior to the anticipated date of the Closing, any remaining disagreements will be referred to an independent auditor of recognized national standing jointly selected by Otonomo and Urgently and the Closing may be delayed until such matters are able to be resolved. The determination of the Exchange Ratio made by such accounting firm shall be final and binding on Otonomo and Urgently.

Procedures for Exchange of Shares and Certificates

At or prior to the Effective Time, Urgently will deposit with financial institution mutually agreed upon by Urgently and Otonomo, as the exchange agent, with no withholding of Taxes, (a) certificates or book entry shares representing the shares of Urgently common stock and Assumed Warrants issuable pursuant to the terms of the Merger Agreement in exchange for shares of Urgently common stock, and (b) any dividends or distributions to which pre-Closing holders of Otonomo Ordinary Shares may be entitled to under the terms of the Merger Agreement.

167

Promptly after the effective time of the Merger, the exchange agent will mail to each record holder of Otonomo Ordinary Shares (i) a letter of transmittal, (ii) instructions for surrendering the record holder’s share certificates, if applicable, in exchange for the merger consideration and any applicable dividends and distributions and (iii) a declaration (or such other forms as may be required under applicable tax law or the Israeli tax rulings in connection with the Merger) in which the beneficial owner of Otonomo Ordinary Shares provides certain information necessary for the exchange agent or the Israeli sub-paying agent used by the exchange agent to determine whether any amounts need to be withheld from the consideration payable or otherwise deliverable to such beneficial owner hereunder pursuant to Israeli tax law and, with respect to each holder that is a current, former, or prospective employee or office holder of Otonomo or a subsidiary of Otonomo who is (or who by reference to the employment or office of another person is) to acquire shares of Urgently common stock pursuant to the Merger Agreement and who is subject to tax in the United Kingdom, an election pursuant to section 431(1) of the UK Income Tax (Earnings and Pensions) Act 2003 with the relevant employing entity in relation to such shares of Urgently common stock. Upon surrender of the record holder’s stock certificates and delivery to the exchange agent of a duly executed letter of transmittal in accordance with the exchange agent’s instructions (for certificated Otonomo Ordinary Shares), or the receipt of an “agent’s message” (for book entry Otonomo Ordinary Shares), and, in each case, upon delivery to the exchange agent of applicable tax declarations, certificates or elections and such other documents as may be reasonably required by the exchange agent, the Israeli sub-paying agent or Urgently including to determine whether any amounts need to be withheld from the consideration payable to such holder pursuant to Israeli tax law, the record holder of such Otonomo Ordinary Shares will be entitled to receive in exchange therefor book-entry shares representing the number of whole shares of Urgently common stock issuable to such holder pursuant to the Merger Agreement. The surrendered certificates representing Otonomo Ordinary Shares will be canceled.

Promptly after the Effective Time, if required under applicable tax law or the Israeli tax rulings in connection with the Merger, the exchange agent shall mail to each holder of Otonomo warrants converted into the right to receive the Assumed Warrants, a declaration or other required forms in which the beneficial owner of Otonomo Warrants provides certain information necessary for the exchange agent or Israeli sub-paying agent to determine whether any amounts need to be withheld from the consideration payable to such holder pursuant to Israeli tax law.

After the Effective Time, until surrendered, each certificate representing Otonomo Ordinary Shares will represent only the right to receive shares of Urgently common stock issuable and dividends or distributions to which the holder of any such certificate is entitled pursuant to the Merger Agreement (and such dividends or distributions shall be held for the benefit of the beneficial owner by the Israeli sub-paying agent until all required Israeli tax is withheld or an exemption from withholding is obtained with respect to such beneficial owner or unless provided otherwise by a ruling issued by the Israeli Tax Authority).

Effective Time of the Merger

The Merger Agreement requires the parties to consummate the Merger no later than the third business day after the satisfaction or (to the extent permitted by law) waiver of all of the conditions to the consummation of the Merger contained in the Merger Agreement. The Merger will become effective upon the issuance by the Companies Registrar of a certificate of merger in accordance with Section 323(5) of the Companies Law. Neither Urgently nor Otonomo can predict the exact timing of the consummation of the Merger.

Regulatory Approvals

The parties have not identified any antitrust or competition filings that will be required in connection with the consummation of the Merger.

168

UK NSIA

With respect to the United Kingdom, the new investment screening regime under the UK NSIA came into full effect on January 4, 2022. Pursuant to the new investment screening regime, certain transactions involving entities that carry on specified activities in the United Kingdom must be approved by the UK Secretary of State before the Closing. The closing of the Merger is subject to obtaining the NSIA Approval, which Urgently received on April 18, 2023.

Israeli Registrar of Companies

Pursuant to the Companies Law, a notification of the Merger must be sent to the secured creditors of each merging company, if any, within three (3) days after the applicable merging company’s merger proposal was filed with the Companies Registrar and, within four (4) business days of such filing, known substantial creditors, if any, must be informed individually by registered mail of such filing and where the merger proposal can be reviewed. Non-secured creditors must be informed of the Merger by publication in two daily newspapers in Israel on the day that the applicable merger proposal is submitted to the Companies Registrar and, with respect to Otonomo, in one daily newspaper in New York within three (3) business days of the date that the merger proposal is filed with the Companies Registrar. Both merging companies will notify their respective creditors of the Merger in accordance with these requirements, to the extent applicable. Both merging companies will notify the Companies Registrar of the notices given to their respective creditors, within three (3) business days of the notices being given accordingly.

Pursuant to the Companies Law, after the shareholders vote, each of Otonomo and Merger Sub must file a notice with the Companies Registrar regarding the approval of the Merger by Otonomo shareholders no later than three (3) days after the date on which such approval is received.

Israeli Securities Authority Approval

Both the issuance by Urgently of the merger consideration to Otonomo’s Israeli shareholders and the assumption by Urgently, pursuant to the Merger, of Otonomo RSU Awards that had been awarded to Israeli holders of Otonomo securities require compliance with the ISL. Accordingly, as soon as practicable after the execution of the Merger Agreement, Urgently has agreed to cause its Israeli counsel to prepare, in coordination with Otonomo, and file with the ISA an application, in form and substance reasonably acceptable to Otonomo, to obtain the ISA No-Action Letter from the ISA. The obtainment of the ISA No-Action Letter is a closing condition to the Merger. The ISA No-Action Letter was obtained on June 13, 2023.

169

Israeli Tax Authority Rulings

In order to allow deferral of Israeli tax liability for holders of Otonomo Ordinary Shares and Otonomo Warrants, Otonomo, with the assistance of Urgently, intends to submit applications for tax rulings from the ITA. No assurance can be given that the tax rulings will be obtained before the Closing or at all, that, if obtained, such rulings will be granted under the conditions requested by Otonomo, or that such rulings will not apply to 102 Securities or Otonomo RSU Awards subject to Section 3(i) of the ITO, as in this case the 102 Ruling is expected to be filed with ITA, governing the Israeli tax treatment applicable to holders of 102 Securities and Otonomo RSU Awards subject to Section 3(i) of the ITO. It should be noted that obtaining the 104H Tax Ruling (or the 104H Interim Ruling), the Withholding Tax Ruling (if not incorporated as part of the 104H Tax Ruling or the 104H Interim Ruling) and the 102 Ruling are closing conditions for the transaction, and Otonomo may not withdraw the application for such rulings without the prior consent of Urgently (not to be unreasonably withheld). There can be no assurance that such tax rulings will be granted before the Closing, if at all, or that, if obtained, such tax rulings will be granted under the conditions requested by Otonomo. For further details concerning the substance of these rulings, please see the section titled “The Merger Agreement—Tax Rulings” in this proxy statement/prospectus.

Material U.S. Federal Income Tax Consequences of the Merger

The parties intend the Merger to qualify as a “reorganization” under Section 368(a) of the Code. Assuming the Merger so qualifies, and subject to the discussion under “Material U.S. Federal Income Tax Considerations”, a U.S. Holder (as defined on page 260) generally will not recognize gain or loss for U.S. federal income tax purposes on the exchange of Otonomo Ordinary Shares for shares of Urgently common stock pursuant to the Merger. If the Merger does not qualify as such a “reorganization” under Section 368(a) of the Code, the receipt of Urgently common stock in exchange for Otonomo Ordinary Shares in the Merger would generally constitute a taxable exchange for U.S. federal income tax purposes and the corresponding tax consequences of the Merger could be materially different from those described herein. Neither Urgently nor Otonomo have sought, nor do they intend to seek, any ruling from the IRS with respect to the qualification of the Merger as a “reorganization” within the meaning of Section 368(a) of the Code, and no assurance can be given that the IRS will agree with the views expressed herein or in any opinions of counsel, or that a court will not sustain any challenge by the IRS in the event of litigation. Furthermore, neither Urgently nor Otonomo, or any of their respective advisors or affiliates, makes any representations or provides any assurances regarding the tax consequences of the Merger, including whether the Merger qualifies as a “reorganization” under Section 368(a) of the Code. For a more complete description of the U.S. federal income tax consequences of the Merger, see “Material U.S. Federal Income Tax Considerations” beginning on page 260.

Material Israeli Tax Consequences of the Merger

Generally, the exchange of Otonomo Ordinary Shares (and other rights) for the merger consideration would be treated as a sale and subject to Israeli tax both for Israeli and non-Israeli resident shareholders and rights holders of Otonomo. However, certain relief and/or exemptions may be available under Israeli law or under applicable tax treaties. In addition, Otonomo, with the assistance of Urgently, intends to file requests for tax rulings from the Israel Tax Authority with respect to (i) deferral of the obligation of Otonomo shareholders and warrant holders who elect to be part of such ruling (and each of such holders is a registered shareholder or holds 5% or more of Otonomo’s issued and outstanding shares), to pay Israeli tax with respect to consideration payable to such holder under the Merger in accordance with the provisions of Section 104H of the ITO, all subject to the conditions to be detailed in such ruling, (ii) instructions for withholding or exemption from withholding of Israeli tax on payments of merger consideration paid to Otonomo shareholders and warrant holders who are not included in the 104H ruling as described in the following section (i) (and generally acquired their shares or warrants on or after August 13, 2021 and hold less than 5% of Otonomo’s issued and outstanding shares) and (iii) the application of Israeli tax withholding and other Israeli tax treatment applicable to holders of 102 Securities and to Otonomo RSU Awards subject to Section 3(i) of the ITO.

170

This proxy statement/prospectus contains a discussion of the material Israeli income tax consequences of the Merger and the ownership and disposition of Urgently common stock received in the Merger. This discussion does not address any non-Israel tax consequences. You should consult your own tax advisors regarding the particular Israeli income tax consequences to you of the Merger and of the ownership and disposition of Urgently common stock received in the Merger in light of your particular circumstances, as well as the particular tax consequences to you under any other tax laws.

Accounting Treatment

Appraisal Rights and Dissenter’s Rights

Under DGCL, Urgently stockholders are not entitled to appraisal rights in connection with the Merger or the issuance of shares of Urgently common stock as contemplated by the Merger Agreement.

Under the Companies Law, holders of Otonomo Ordinary Shares are not entitled to statutory appraisal rights in connection with the Merger.

Listing

171

THE MERGER AGREEMENT

The following discussion summarizes material provisions of the Merger Agreement. This summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Annex A to the registration statement of which this proxy statement/prospectus forms a part and is incorporated by reference herein. The rights and obligations of the parties are governed by the express terms and conditions of the Merger Agreement and not by this summary. You should refer to the full text of the Merger Agreement for details of the Merger and the terms and conditions of the Merger Agreement. The Merger Agreement is described in this proxy statement/prospectus only to provide you with information regarding its terms and conditions and is not intended to provide any factual information about Otonomo, Urgently, or their respective businesses. The representations, warranties and covenants contained in the Merger Agreement have been made solely for the benefit of the parties to the Merger Agreement. In addition, such representations, warranties and covenants: (1) have been made only for purposes of the Merger Agreement; (2) have been qualified by certain disclosures made by the parties to one another not reflected in the text of the Merger Agreement; (3) may be subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by you; (4) were made only as of February 9, 2023 or dates specified in the Merger Agreement; and (5) have been included in the Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as facts. Accordingly, the summary of the Merger Agreement is included in this proxy statement/prospectus only to provide you with information regarding the terms of the Merger and not to provide you with any other factual information regarding Otonomo, Urgently or their respective businesses. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after February 9, 2023, which subsequent information may or may not be fully reflected in public disclosures.

Structure

Completion and Effectiveness of the Merger

The Merger will be completed as promptly as practicable after all of the conditions to completion of the Merger are satisfied or waived, including the approval of the shareholders of Otonomo. Urgently and Otonomo are working to complete the Merger as quickly as practicable and expect that the Merger will be completed soon after the Special Meeting scheduled to be held on September 18, 2023. However, Urgently and Otonomo cannot predict the completion of the Merger or the exact timing of the completion of the Merger because it is subject to various conditions.

Treatment of Otonomo Equity Incentives

Otonomo RSU Awards

At the Effective Time, each Otonomo RSU Award will be assumed by Urgently. Each Otonomo RSU Award will be automatically converted into an Adjusted RSU Award and will have the same terms and conditions as applied to the Otonomo RSU Award immediately prior to the Effective Time. The Adjusted RSU Awards will settle in the number of shares of Urgently common stock equal to the product (rounded to the nearest whole number, with .5 being rounded up) obtained by multiplying (i) the number of Otonomo Ordinary Shares subject to the Otonomo RSU Award immediately prior to the Effective Time by (ii) the Exchange Ratio (rounded to the nearest whole cent, with .05 being rounded up).

Otonomo Options

Each Otonomo In-the-Money Option will be accelerated, such that all Otonomo In-the-Money Options will be vested and exercisable as of not later than the Option Measurement Date.

172

Treatment of Otonomo Warrants

Each Otonomo Warrant that is outstanding and unexercised immediately prior to the Effective Time will be assumed by Urgently and automatically converted into an Assumed Warrant, which will have the same terms and conditions as applied to the Otonomo Warrants immediately prior to the Effective Time. The number of shares of Urgently common stock subject to each Assumed Warrant will be equal to the product (rounded to the nearest whole number, with .5 being rounded up) obtained by multiplying (i) the number of Otonomo Ordinary Shares subject to the Otonomo Warrant immediately prior to the Effective Time by (ii) the Exchange Ratio, and the exercise price per share of Urgently common stock will be equal to the quotient of (x) the exercise price per Otonomo Ordinary Share immediately prior to the Effective Time divided by (y) the Exchange Ratio (rounded to the nearest whole cent, with .05 being rounded up).

Amendment and Restatement of Urgently’s Charter and Bylaws

On February 7, 2023, the Urgently Board approved the Proposed Charter and Proposed Bylaws to be effective immediately prior to completion of the Merger. The Urgently stockholders approved the Proposed Charter and Proposed Bylaws on February 10, 2023. See “Description of Securities Following the Merger” beginning on page 274 for a description of the material terms of the capital stock of the Combined Company, and “Comparison of Stockholder Rights” beginning on page 283 for a summary of the rights of stockholders of the Combined Company under the Proposed Charter and Proposed Bylaws.

Directors and Officers of Urgently Following the Merger

In connection with the Merger, (a) Urgently will take all necessary corporate action to increase the size of the Urgently Board by two members, to a total of seven members, (b) Otonomo and Urgently will cooperate to designate Benjamin Volkow and a second director to be designated by Otonomo to fill such vacancies and (c) Urgently will appoint Mr. Volkow to the Urgently Board as a Class III director, and such second Otonomo designee will be appointed by the Urgently Board as a Class II director, with such appointments effective upon the Closing. Immediately following the Effective Time, four current Urgently directors, Matthew Booth, James M. Micali, Ryan Pollock, and Gina Domanig are expected to continue as directors of Urgently.

Following the Closing, Matthew Booth, Urgently’s current Chief Executive Officer, and Timothy Huffmyer, Urgently’s current Chief Financial Officer, will continue to serve in such positions and Urgently will continue to be headquartered in Vienna, Virginia.

Representations and Warranties

The Merger Agreement contains customary representations and warranties of Otonomo and Urgently for a transaction of this type relating to, among other things:

•

Organization and corporate power;

•

Subsidiaries;

173

•

Authorization to enter into the Merger Agreement, the absence of certain conflicts and corporate approval;

•

Capitalization;

•

Regulatory compliance with respect to the SEC (solely in the case of Otonomo);

•

Financial statements;

•

No Material Adverse Effect and absence of certain developments;

•

Title to properties;

•

Tax matters;

•

Certain material contracts and compliance with such contracts;

•

Intellectual property, IT and privacy matters;

•

Litigation;

•

Undisclosed liabilities;

•

Consents and approvals of governmental entities;

•

Employee benefit plans;

•

Insurance;

•

Environmental matters;

•

Affiliate transactions;

•

Broker fees;

•

Permits and compliance with law;

•

Employment and labor matters;

•

Accuracy of information filed with the SEC;

•

Material customers and suppliers;

•

Anti-corruption matters;

•

Trade compliance matters;

•

Governmental grants (solely in the case of Otonomo);

•

Opinion of financial advisor (solely in the case of Otonomo);

•

Merger Sub activity (solely in the case of Urgently); and

•

Material loan agreements (solely in the case of Urgently).

The representations and warranties are, in many respects, qualified by materiality and knowledge, and will not survive the Merger, but their accuracy forms the basis of one of the conditions to the obligations of Otonomo and Urgently to complete the Merger.

Covenants; Conduct of Business Pending the Merger

Under the Merger Agreement, each of Urgently and Otonomo has agreed, subject to certain exceptions set forth in the Merger Agreement and such party’s respective disclosure schedule, on behalf of itself and its subsidiaries, that it shall (a) preserve intact its business organizations, assets and properties (b) keep available the services of its current officers and key employees (other than where termination of such services is for cause) and (c) preserve, in all material respects, its current relationships with material customers, suppliers, licensors, licensees, distributors and other persons with which it has material business dealings.

174

Except as provided in Otonomo’s disclosure schedules, as required by applicable law, as otherwise permitted under the Merger Agreement or as consented to by Urgently, Otonomo is prohibited from:

•

Accelerating payment on accounts payable, taxes or liabilities, accelerating the collection of accounts receivable or other amounts, or taking other action outside the ordinary course of business with an intent to increase Otonomo’s net cash;

•

Amending its organizational documents;

•

Declaring or paying dividends or making distributions;

•

Subdividing, reclassifying, converting, recapitalizing, splitting, combining or exchanging its share capital;

•

Repurchasing, redeeming, canceling, forfeiting or otherwise acquiring Otonomo Ordinary Shares;

•

Entering into collective bargaining agreements;

•

Subject to certain exceptions, issuing, delivering, transferring or selling any Otonomo Ordinary Shares;

•

Creating, assuming, incurring or guarantying indebtedness;

•

Making loans, advances, capital contributions or investments;

•

Selling, assigning, leasing or licensing or otherwise encumbering its assets or properties (other than non-exclusive, ordinary course licenses) in a way that is material to Otonomo;

•

Entering into, modifying or amending any lease of property except as not materially adverse to the surviving company;

•

Acquiring a division, business or equity interest of any person or any material assets;

•

Implementing material changes in its accounting policies (unless required by applicable law or GAAP or concurred with by Otonomo’s independent auditors);

•

Increasing the compensation or benefits payable to employees or establishing entering into, materially modifying, materially amending or terminating any benefit plans;

•

Accelerating the vesting or payment of any material compensation or benefits;

•

Waiving, releasing or amending any restrictive covenant obligations of any officer-level employee;

•

Hiring service providers or terminating the employment of any officer-level employee;

•

Modifying or amending material contracts or entering into new contracts that would constitute material contracts;

•

Paying, loaning or advancing any amounts to an officer or director of Otonomo;

•

Selling, leasing or transferring any property or assets to an officer or director of Otonomo;

•

Forming or commencing any partnership, joint venture, business association or new line of business, unless in the ordinary course of business consistent with past practice;

•

Making any material tax elections, changing annual tax accounting periods, amending tax returns, settling tax controversies, extending the statute of limitations for a material tax amount, entering into material closing agreements, surrendering or forfeiting any rights to claim a material tax refund or applying for any ruling from a tax authority;

•

To the extent material and subject to certain exceptions, paying, discharging, settling or satisfying any claims, suit, action, investigation, indictment or information, or administrative, arbitration or other proceeding, liabilities or obligations;

•

Making or agreeing to new out-of-pocket capital expenditures in excess of $100,000 individually or $1,000,000 in the aggregate;

175

•

Publishing new privacy policies or amending privacy notices;

•

Changing how data is processed in any material respect;

•

Purchasing or selling real estate or materially altering, amending, modifying, violating or terminating its leases; and

•

Failing to renew or maintain material insurance policies.

Except as provided in Urgently’s disclosure schedule, as required by applicable law, as otherwise permitted under the Merger Agreement or as consented to by Otonomo, Urgently is prohibited from:

•

Amending its organizational documents;

•

Declaring or paying dividends or making distributions;

•

Subdividing, reclassifying, converting, recapitalizing, splitting, combining or exchanging its share capital;

•

Repurchasing, redeeming or otherwise acquiring Urgently common stock;

•

Subject to certain exceptions, issuing, delivering, transferring or selling any Urgently stock;

•

Creating, assuming, incurring or guarantying indebtedness (subject to limited carveouts that permit the incurring of indebtedness under certain material loan agreements and, subject to certain conditions, the issuance of convertible notes that convert prior to the Closing, and the incurrence of up to $30,000,000 in other debt);

•

Making loans, advances, capital contributions or investments;

•

Acquiring a division, business or equity interest of any person or any material assets;

•

Forming or commencing any partnership, joint venture, business association or new line of business, unless in the ordinary course of business consistent with past practice;

•

Non-Solicitation

Otonomo Non-Solicitation

Otonomo has agreed not to, and not to authorize or permit any of its subsidiaries or any of its or their respective representatives to, directly or indirectly (i) solicit, initiate or knowingly encourage, or take any other action designed to, or which would reasonably be expected to, facilitate, any inquiry, proposal or other offer that constitutes or would reasonably be expected to lead to an Otonomo Acquisition Proposal, (ii) enter into any agreement with respect to any Otonomo Acquisition Proposal, (iii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or knowingly furnish to any person any non-public information with respect to, or knowingly cooperate with, any inquiry, proposal or other offer that constitutes, or would reasonably be expected to lead to, any Otonomo Acquisition Proposal, (iv) waive or release any person from, forbear in the enforcement of, or amend any confidentiality, standstill or similar contract or any confidentiality or standstill provisions of any other contract, or (v) authorize or commit to do any of the foregoing.

176

Otonomo has also agreed to, and to cause its subsidiaries or any of its or their respective representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any person with respect to any proposal that constitutes, or would reasonably be expected to lead to, an Otonomo Acquisition Proposal and request the prompt return or destruction of all confidential information previously furnished.

However, at any time prior to obtaining the Otonomo Shareholder Approval, in response to a bona fide written Otonomo Acquisition Proposal that the Otonomo Board determines in good faith (after consultation with outside counsel and a financial advisor of U.S. nationally recognized reputation) constitutes, or would reasonably be expected to lead to, an Otonomo Superior Proposal, and which was not solicited after the date of the Merger Agreement in breach of the terms of the Merger Agreement, was made after the date of the Merger Agreement and did not otherwise result from a breach (other than an immaterial breach) of the Merger Agreement, Otonomo may, if the Otonomo Board determines (after receiving the advice of outside counsel) that the failure to take such actions would reasonably be expected to be inconsistent with its fiduciary duties under Israeli Law, and subject to compliance with the terms of the Merger Agreement and after giving Urgently written notice of such determination:

•

furnish information with respect to Otonomo and its subsidiaries to the person making such Otonomo Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement not less restrictive than the confidentiality agreement between Otonomo and Urgently; provided, that (i) all such information has previously been provided to Urgently or is provided to Urgently prior to the time it is provided to such person and (ii) such customary confidentiality agreement expressly provides the right for Otonomo to comply with the terms of the Merger Agreement; and

•

participate in discussions or negotiations with the person making such Otonomo Acquisition Proposal.

Urgently Non-Solicitation

Urgently has agreed not to, and not to authorize or permit any of its subsidiaries or any of its or their respective representatives to, directly or indirectly (i) solicit, initiate or knowingly encourage, or take any other action designed to, or which would reasonably be expected to, facilitate, any Urgently Acquisition Proposal, (ii) enter into any agreement with respect to any Urgently Acquisition Proposal, or (iii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or knowingly furnish to any person any non-public information with respect to, or knowingly cooperate with, any proposal that constitutes, or would reasonably be expected to lead to, any Urgently Acquisition Proposal.

Otonomo Adverse Recommendation Change

Under the Merger Agreement, subject to certain exceptions described below, Otonomo agreed that the Otonomo Board (and any committee thereof) may not take any of the following actions (each of which are referred to in this proxy statement/prospectus as an “Otonomo Adverse Recommendation Change”):

•

recommend, adopt, approve or declare advisable, or propose publicly to recommend, adopt, approve or declare advisable, any Otonomo Acquisition Proposal;

•

177

of the Exchange Act, other than a recommendation against such offer or the issuance of a “stop, look and listen” communication by the Otonomo Board to Otonomo’s shareholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication);

•

fail to include the recommendation that shareholders of Otonomo approve and adopt the Merger Agreement in this proxy statement/prospectus; or

•

resolve or publicly propose to take any action described above.

Further, neither the Otonomo Board nor any committee thereof is permitted to adopt, approve, recommend or declare advisable, or propose to adopt, approve, recommend or declare advisable, or allow Otonomo to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, or that is intended to or would reasonably be expected to lead to, any Otonomo Acquisition Proposal (other than a confidentiality agreement pursuant to and in accordance with the limitations set forth in the Merger Agreement).

Notwithstanding the foregoing, at any time prior to obtaining the Otonomo Shareholder Approval, the Otonomo Board may:

•

take the actions described above following receipt of a bona fide written Otonomo Acquisition Proposal after execution of the Merger Agreement that did not result from a breach (other than an immaterial breach) of the non-solicitation obligations described in the section titled “The Merger Agreement—Non-Solicitation” beginning on page 176 of this proxy statement/prospectus and that the Otonomo Board determines in good faith (after consultation with outside counsel and a financial advisor of U.S. nationally recognized reputation) constitutes an Otonomo Superior Proposal; or

•

take the actions described in the first, third and fifth bullets above (or the sixth bullet, with respect to such other bullets) in response to a material event, development or change in circumstances that materially affects the business, assets or operations of Otonomo and its subsidiaries (subject to certain exceptions) (an “Otonomo Intervening Event”);

in each case, only if the Otonomo Board determines in good faith (after consultation with outside counsel) that failure to do so would reasonably be expected to be inconsistent with its fiduciary duties under Israeli law.

However, Otonomo shall not be entitled to exercise its right to make an Otonomo Adverse Recommendation Change until after the fourth business day following Urgently’s receipt of a notice from Otonomo advising Urgently that the Otonomo Board intends to make such a change and specifying the reasons therefor, including:

•

in the case of an Otonomo Superior Proposal the terms and conditions of any Otonomo Superior Proposal that is the basis of the proposed action by the Otonomo Board (with any amendment to any material term of such Otonomo Superior Proposal requiring a new notice to be sent and a new three business day period during which Otonomo must comply with the obligations described in this section); and

•

in the case of Otonomo Intervening Event a description of the Otonomo Intervening Event in reasonable detail.

In determining whether to make a change in its recommendation that shareholders of Otonomo approve and adopt the Merger Agreement in connection with a Otonomo Superior Proposal, the Otonomo Board must:

•

during the foregoing four business day period negotiate with Urgently and its representatives in good faith (to the extent that Urgently requests to negotiate) to make such adjustments to the terms and conditions of the Merger Agreement and other transaction agreements so that such proposal would cease to constitute an Otonomo Superior Proposal and permit Urgently and its representatives to make a presentation to the Otonomo Board regarding the Merger Agreement and any adjustments with respect thereto (to the extent that Urgently requests to make such a presentation); and

178

•

at the end of such four business day period, in good faith (after consultation with outside counsel and a financial advisor of U.S. nationally recognized reputation) reaffirm its determination that such bona fide written proposal constitutes an Otonomo Superior Proposal.

In determining whether to make a change in its recommendation that shareholders of Otonomo approve and adopt the Merger Agreement in connection with Otonomo Intervening Event, the Otonomo Board must:

•

during the foregoing four business day period negotiate with Urgently and its representatives in good faith (to the extent that Urgently requests to negotiate) to make such adjustments to the terms and conditions of the Merger Agreement and other transaction agreements so that the failure to make an Otonomo Adverse Recommendation Change would no longer reasonably be expected to be inconsistent with its fiduciary duties under Israeli Law, as determined in good faith by the Otonomo Board (after consultation with outside counsel); and

•

at the end of such four business day period, in good faith (after consultation with outside counsel) reaffirm its determination that that the failure to make a change in its recommendation that shareholders of Otonomo approve and adopt the Merger Agreement would reasonably be expected to be inconsistent with its fiduciary duties under Israeli Law.

The Special Meeting

Otonomo has agreed to take all action necessary in accordance with the Articles and Companies Law to duly give notice of, convene and hold the Special Meeting for the purpose of considering the adoption and approval of the Merger Proposal as promptly as reasonably practicable after this registration statement of which this proxy statement/prospectus forms a part is declared effective. Otonomo has agreed to use its reasonable best efforts to (A) solicit from Otonomo shareholders proxies in favor of the approval of the Merger Proposal and (B) take all other action reasonably necessary or advisable to secure approval of the Merger Proposal at the Special Meeting, including, unless the Otonomo Board has validly made an Otonomo Adverse Recommendation Change in accordance with the Merger Agreement, by communicating to Otonomo’s shareholders the recommendation of the Otonomo Board that Otonomo’s shareholders approve the Merger Proposal at the Special Meeting and including the recommendation of the Otonomo Board that shareholders approve the Merger Proposal at the Special Meeting in this proxy statement/prospectus.

Otonomo has agreed to consult with Urgently regarding the date of the Special Meeting. Otonomo may adjourn or postpone the Special Meeting to the extent necessary to ensure that any necessary supplement or amendment to this proxy statement/prospectus is provided to its shareholders in advance of a vote on the approval and adoption of the Merger Proposal or if, as of the time for which the Special Meeting is originally scheduled, there are insufficient Otonomo Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Special Meeting.

Indemnification and Insurance for Directors and Officers

For not less than 7 years from and after the Effective Time, Urgently agreed to indemnify and hold harmless all past and present directors and officers of Otonomo to the same extent such persons are indemnified by Otonomo as of the date of the Merger Agreement pursuant to Otonomo’s articles of association and indemnification agreements in existence on the date of the Merger Agreement with any directors or officers of Otonomo, for acts or omissions occurring at or prior to the Effective Time and to indemnify and hold harmless such persons to the fullest extent permitted by law for acts or omissions occurring in connection with the approval of the Merger Agreement and the consummation of the transactions contemplated thereby. Prior to the Effective Time, Otonomo is obligated to purchase a 7-year “tail” prepaid directors and officers insurance policy, provided that it may not pay annual premiums in excess of 300% of the annual amount paid by Otonomo for coverage during its current coverage period.

179

Additional Agreements

Each of Urgently and Otonomo has agreed, among other things, to:

•

continue to act in accordance with the terms of the confidentiality agreement previously entered into;

•

give prompt notice to one another of the occurrence of certain events or the receipt of certain third party communications;

•

as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to the Merger Agreement and the Merger required under applicable law;

•

use reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by the Merger Agreement in the most expeditious manner practicable, including:

•

obtain from any governmental entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made;

•

obtain all consents, approvals or waivers from third parties related to or required in connection with the Merger;

•

prepare and file this proxy statement/prospectus; and

•

execute and deliver any additional instruments reasonably necessary to consummate the transactions contemplated by and to fully carry out the purposes of, the Merger Agreement;

•

provide prompt notice to one another of any litigation relating to the Merger, Merger Agreement or Voting Agreements, keep one another reasonably informed of the status of the litigation, and give one another the opportunity to participate in the defense or settlement of such litigation with settlements requiring the consent of the other party;

•

obtain the prior written consent of the other prior to issuing any press releases (beyond the initial joint press release) or making other public statements with respect to the Merger and related transactions;

•

cooperate in taking or causing to be taken all actions reasonably necessary to delist Otonomo’s securities from Nasdaq and terminate any registration under the Exchange Act, effective following the Effective Time; and

•

use reasonable best efforts to cause any acquisitions of Urgently common stock (including related derivatives) resulting from the transactions contemplated by the Merger Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Urgently and Otonomo have further agreed, among other things, that:

•

Otonomo will use commercially reasonable efforts to provide Urgently and its representatives access to the books and records of Otonomo as requested;

•

Urgently will use commercially reasonable efforts to provide Otonomo monthly financial statements, inform Otonomo of any material developments relating to indebtedness, and make members of Urgently’s management available for monthly meetings to discuss customer and supplier relationships;

•

as promptly as practicable, Urgently will prepare in coordination with Otonomo and file with the Israel Securities Agency an application for, and will use commercially reasonable efforts to obtain, a no action letter from the Israel Securities Agency;

•

Otonomo will cause the merger proposals to be properly executed, and delivered to the Companies Registrar and the appropriate parties as well as published and displayed in the appropriate locations;

180

•

Urgently will use its reasonable best efforts to cause its securities to be approved for listing on the Nasdaq, prior to the Closing Date;

•

Otonomo and Urgently will cooperate with respect to certain tax matters;

•

following the Closing, Urgently will honor all written change of control and severance plans that are both in effect immediately prior to the Closing and listed on Otonomo’s disclosure schedules;

•

Urgently will use its reasonable best efforts to cause all 2022 Notes to be converted into Urgently common stock prior to or upon consummation of the Merger;

•

until at least the one-year anniversary of the Closing, Urgently will provide each Otonomo employee, who is continuing employment with Urgently, with compensation equivalent to such employee’s compensation prior to the Closing (or, in Urgently’s discretion, equivalent to similarly situated employees of Urgently) and with benefits substantially comparable to such employee’s benefits prior to the Closing of the Merger; and

•

if requested by Urgently prior to the effectiveness of this proxy statement/prospectus, Otonomo will engage in good faith negotiations with Urgently and its lenders and other stakeholders concerning one or more bridge loans in a maximum aggregate principal amount of $15 million that may be provided by Otonomo to Urgently on commercially reasonable terms, subject to additional requirements as enumerated in the Merger Agreement.

Conditions to the Completion of the Merger

The following contains a description of the material conditions to the completion of the Merger. Each party’s obligation to complete the Merger is subject to the satisfaction or waiver by each of the parties (to the extent permitted by law), at or prior to the Closing, of various conditions, which include the following:

•

the Otonomo Shareholder Approval having been obtained and Urgently’s stockholder consent having been obtained;

•

the absence of any adverse law or order promulgated, entered, enforced, enacted or issued by any governmental entity that prohibits, the consummation of the Merger or the other transactions contemplated by the Merger Agreement;

•

the shares of Urgently common stock and Assumed Warrants to be issued in the Merger being approved for listing on the Nasdaq, subject to official notice of issuance;

•

the SEC having declared effective this proxy statement/prospectus;

•

any consents, filings or approvals required under any foreign direct investment laws for the consummation of the transactions contemplated by the Merger Agreement having been obtained;

•

the Secretary of State for Business, Energy & Industrial Strategy of the United Kingdom having either

•

confirmed that no further action will be taken in relation to the Merger;

•

made a final order in relation to the Merger pursuant to section 26(1)(a) of the UK NSIA allowing the Merger to proceed; or

•

provided a written notice to Urgently or Otonomo that the UK NSIA does not apply to the Merger;

•

the absence of any pending action by any governmental entity that challenges or seeks to enjoin the Merger or the other transactions contemplated by the Merger Agreement;

•

the fulfillment of the required conditions set forth in Section 323 of the Companies Law and at least fifty days having elapsed after the filing of the merger proposal with the Companies Registrar and expiration of the thirty-day waiting period following the Otonomo Shareholder Approval;

181

•

a no action letter from the ISA having been received;

•

either the 104H Tax Ruling or 104H Interim Ruling and a withholding tax ruling from the Israel Tax Authority having been obtained;

•

The 102 Tax Ruling having been obtained; and

•

the Exchange Ratio having been finally determined in accordance with the Merger Agreement.

In addition, the obligation of Urgently and Merger Sub to complete the Merger is further subject to the satisfaction, or waiver by Urgently and Merger Sub, of the following conditions:

•

the representations and warranties of Otonomo in the Merger Agreement regarding certain matters related to organization and corporate power, authorization to enter into the Merger Agreement and the absence of certain conflicts and corporate approvals, being true and correct in all respects as of the date of the Merger Agreement and as of the Closing Date as though made on and as of such date and time (or, if such representations and warranties expressly speak as of an earlier date, then as of such earlier) date;

•

the representations and warranties of Otonomo in the Merger Agreement regarding certain other matters related to organization and corporate power, authorization to enter into the Merger Agreement and the absence of certain conflicts and corporate approvals, subsidiaries, capitalization, absence of a Material Adverse Effect with respect to Otonomo, and broker fees being true and correct in all material respects (disregarding all references therein to materiality qualifications) as of the date of the Merger Agreement and as of the Closing Date as though made on and as of such date and time (or, if such representations and warranties expressly speak as of an earlier date, then as of such earlier) date;

•

the remaining representations and warranties of Otonomo in the Merger Agreement being true and correct in all respects as of the date of the Merger Agreement and as of the Closing Date as though made on and as of such date and time (or, if such representations and warranties expressly speak as of an earlier date, then as of such earlier) date, except to the extent the failure of such representations and warranties of Otonomo to be so true and correct (without giving effect to any Material Adverse Effect or materiality qualifications), individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Otonomo;

•

Otonomo having performed in all material respects all obligations, covenants and agreements required to be performed by it under the Merger Agreement at or prior to the Closing;

•

No Material Adverse Effect having occurred with respect to Otonomo that is continuing and uncured;

•

Otonomo having delivered to Urgently resignation letters duly executed by each director and officer of Otonomo and its subsidiaries; and

•

Otonomo having delivered to Urgently an officers’ certificate duly executed by Otonomo’s chief executive officer and chief financial officer to the effect that certain closing conditions have been satisfied.

In addition, the obligation of Otonomo to complete the Merger is further subject to the satisfaction, or waiver by Otonomo, of the following conditions:

•

the representations and warranties of Urgently and Merger Sub in the Merger Agreement regarding certain matters related to organization and corporate power, authorization to enter into the Merger Agreement, the absence of certain conflicts and corporate approvals and Urgently’s material loan agreements, being true and correct in all respects as of the date of the Merger Agreement and as of the Closing Date as though made on and as of such date and time (or, if such representations and warranties expressly speak as of an earlier date, then as of such earlier) date;

•

the representations and warranties of Urgently and Merger Sub in the Merger Agreement regarding certain other matters related to organization and corporate power, authorization to enter into the Merger Agreement, the absence of certain conflicts and corporate approvals and Urgently’s material loan agreements,

182

subsidiaries, capitalization, absence of a Material Adverse Effect with respect to Urgently, and broker fees being true and correct in all material respects (disregarding all references therein to materiality qualifications) as of the date of the Merger Agreement and as of the Closing Date as though made on and as of such date and time (or, if such representations and warranties expressly speak as of an earlier date, then as of such earlier) date;

•

the remaining representations and warranties of Urgently and Merger Sub in the Merger Agreement being true and correct in all respects as of the date of the Merger Agreement and as of the Closing Date as though made on and as of such date and time (or, if such representations and warranties expressly speak as of an earlier date, then as of such earlier) date, except to the extent the failure of such representations and warranties of Urgently and Merger Sub to be so true and correct (without giving effect to any Material Adverse Effect or materiality qualifications), individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Urgently;

•

Urgently and Merger Sub having performed in all material respects all obligations, covenants and agreements required to be performed by them under the Merger Agreement at or prior to the Closing;

•

No Material Adverse Effect having occurred with respect to Urgently that is continuing and uncured;

•

Urgently having delivered to Otonomo an officers’ certificate duly executed by Urgently’s chief executive officer and chief financial officer to the effect that certain closing conditions have been satisfied; and

•

Urgently having complied with the provisions of the Merger Agreement relating to the appointment of Otonomo’s representatives to the Urgently Board.

A “Material Adverse Effect” for purposes of the Merger Agreement means any change, effect, event, occurrence, state of facts, development, circumstance or condition which, individually or in the aggregate, (i) has had or would reasonably be expected to have a Material Adverse Effect on the financial condition, business, assets, liabilities or operations of Urgently and its subsidiaries or of Otonomo and its subsidiaries (as applicable), in each case taken as a whole; or (ii) prevents or materially impedes, interferes with, hinders or delays the consummation by Urgently, Merger Sub or Otonomo, as applicable, of the Merger or the other transactions contemplated by the Merger Agreement; provided, however, that none of the following shall be deemed, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there exists or has been, a Material Adverse Effect:

•

any changes in Israel, the United States or other jurisdiction, regional, global or international economic conditions, including any changes affecting financial, credit, foreign exchange or capital market conditions;

•

any changes in conditions, practices, guidelines, policies, requirements or standards in any industry or market in which Urgently or Otonomo or their respective subsidiaries, as applicable, operate;

•

any changes in political, geopolitical, regulatory or legislative conditions in Israel, the United States or any other country or region of the world;

•

any changes after the date of the Merger Agreement, in GAAP or the interpretation thereof;

•

any changes after the date of the Merger Agreement, in applicable Law or the interpretation thereof,

•

any failure by Urgently or Otonomo, as the case may be, to meet any internal or published projections, estimates or expectations of revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by Urgently or Otonomo, as the case may be, to meet its internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (except that the facts or occurrences giving rise or contributing to such failure that are not otherwise excluded from this definition of a “Material Adverse Effect” may be taken into account);

•

any acts of terrorism or sabotage, war (whether or not declared), the commencement, continuation or escalation of a war, acts of armed hostility, weather conditions, natural disasters, epidemics or pandemics (including COVID-19) or other force majeure events, including any material worsening of such conditions threatened or existing as of the date of the Merger Agreement;

183

•

the execution and delivery of the Merger Agreement, the identity of Urgently or Otonomo, or any of their respective subsidiaries, the pendency or consummation of the Merger Agreement, the Merger and the other transactions contemplated thereby (including the effect thereof on the relationships with current or prospective customers, suppliers, distributors, partners, financing sources, employees or sales representatives), or the public announcement of the Merger Agreement or the transactions contemplated thereby, including any litigation arising out of or relating to the Merger Agreement or any of the transactions contemplated thereby, in each case only to the extent resulting from the execution and delivery of the Merger Agreement, the identity of Urgently or Otonomo, or any of their respective subsidiaries, the pendency or consummation of the Merger Agreement, the Merger and the other transactions contemplated thereby, or the public announcement of the Merger Agreement and the transactions contemplated thereby, as applicable (provided, that this prong shall not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address, as applicable, the consequences resulting from the execution and delivery of the Merger Agreement, the pendency or consummation of the Merger Agreement, the Merger and any other transaction contemplated thereby or to address the consequences of litigation);

•

any changes in Otonomo’s share price or the trading volume of the Otonomo Ordinary Shares or any change in the ratings or ratings outlook for Urgently or Otonomo, as the case may be (except that the facts or occurrences giving rise or contributing to such changes that are not otherwise excluded from this definition of a “Material Adverse Effect” may be taken into account);

•

any suspension of trading in or delisting of Otonomo Ordinary Shares or Otonomo Warrants by Nasdaq in and of itself; and

•

any effects known to any party as of the date of the Merger Agreement;

provided, however, that with respect to the exceptions set forth in the foregoing bullet points, if such effect has had a disproportionate adverse effect on Urgently and its subsidiaries, or on Otonomo and its subsidiaries (as applicable), in each case taken as a whole, relative to other companies operating in the industry in which Urgently and its subsidiaries, or Otonomo and its subsidiaries (as applicable), operate, then only the incremental disproportionate adverse effect of such effect shall be taken into account for the purpose of determining whether a Material Adverse Effect exists or has occurred.

Termination and Termination Fees

Termination

The Merger Agreement may be terminated at any time before the Closing by mutual written consent of Urgently and Otonomo. In addition, either Urgently or Otonomo may terminate the Merger Agreement if:

•

the Merger is not consummated by September 30, 2023 (the “outside date”); provided, however, that if on September 30, 2023 all of the closing conditions other than the expiration of the thirty-day waiting period following the Otonomo Shareholder Approval have been satisfied (other than conditions that by their nature can only be satisfied on the Closing Date) the outside date will automatically be extended to October 31, 2023;

•

the Otonomo Shareholder Approval is not obtained; or

•

any applicable law or governmental order, injunction, decree or ruling that prohibits, prevents, restrains, or makes illegal the consummation of the Merger or the other transactions contemplated by the Merger Agreement is issued.

Further, subject to the terms and conditions of the Merger Agreement, Urgently may terminate the Merger Agreement in the event that:

•

Otonomo has breached or failed to perform any of its covenants or other agreements under the Merger Agreement, or any of its representations and warranties set forth in the Merger Agreement has become

184

inaccurate, in either case, in a manner that would give rise to the failure of certain key conditions to the consummation of the Merger, as set forth in the Merger Agreement, and such breach, failure to perform, violation or inaccuracy is not capable of being cured by Otonomo by the applicable time set forth in the Merger Agreement;

•

prior to obtaining the Otonomo Shareholder Approval, the Otonomo Board makes an Otonomo Adverse Recommendation Change; or

•

prior to obtaining the Otonomo Shareholder Approval, Otonomo has materially breached its non-solicitation obligations under the Merger Agreement.

Subject to the terms and conditions of the Merger Agreement, Otonomo may terminate the Merger Agreement in the event that:

•

Urgently or Merger Sub have breached or failed to perform any of their respective covenants or other agreements under the Merger Agreement, or any of their respective representations and warranties set forth in the Merger Agreement has become inaccurate, in each case, in a manner that would give rise to the failure of certain key conditions to the consummation of the Merger, as set forth in the Merger Agreement, and such breach, failure to perform, violation or inaccuracy is not capable of being cured by Urgently or Merger Sub, as applicable, by the applicable time set forth in the Merger Agreement;

•

Otonomo enters into a definitive agreement with respect to a superior proposal at any time prior to obtaining the Otonomo shareholder approval, as described in the Merger Agreement, provided that Otonomo has complied with its non-solicitation obligations under the Merger Agreement and paid the applicable termination fee described below;

•

Urgently’s audited financial statements for the twelve-month period ended December 31, 2022 are not completed by May 15, 2023; or

•

Urgently’s stockholder consent has not been obtained by February 14, 2023; provided, that Otonomo’s termination right under this bullet point shall automatically expire and be null and void upon the obtainment of Urgently’s stockholder consent.

Otonomo Termination Fees

In the event the Merger Agreement is terminated by Urgently or Otonomo because the shareholders of Otonomo failed to approve the proposals required to consummate the Merger and the other transactions contemplated by the Merger Agreement, then Otonomo will be required to pay Urgently a termination fee of $1.5 million.

Further, if the Merger Agreement is terminated for the following reasons Otonomo will be required to pay Urgently a termination fee of $3.0 million:

•

by Urgently prior to the Otonomo Shareholder Approval following an Otonomo Adverse Recommendation Change;

•

by Urgently prior to the Otonomo Shareholder Approval because Otonomo materially breached its obligations under the non-solicit provisions of the Merger Agreement;

•

by Otonomo prior to the Otonomo shareholder approval in order to enter into a definitive agreement providing for an Otonomo Superior Proposal (as defined in the section titled “Merger Agreement—Non-Solicitation”); or

•

by Otonomo or Urgently because

•

the Merger is not consummated by the outside date;

•

the shareholders of Otonomo failed to approve the proposals required to consummate the Merger and the other transactions contemplated by the Merger Agreement; or

185

•

the representations and warranties of Otonomo are not true and correct or Otonomo fails to perform any covenant or agreement set forth in the Merger Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time; provided, in each case that:

•

the termination by Otonomo or Urgently took place following receipt of a competing acquisition proposal that was not withdrawn at least ten business days prior to the Special Meeting; and

•

Otonomo enters into a definitive agreement to consummate a competing acquisition proposal within 12 months of the termination of the Merger Agreement.

In no event will Urgently be entitled to receive more than one termination fee.

Amendment

The Merger Agreement may be amended by the parties, by action taken or authorized by their respective boards, at any time before or after stockholder or shareholder approval of the matters presented in connection with the Merger. However, after any approval of the transactions contemplated by the Merger Agreement by the stockholders and shareholders of Urgently and Otonomo, respectively, there may not be, without further approval of such stockholders or shareholders, as applicable, any amendment of the Merger Agreement that by applicable law requires the further approval of such stockholders or shareholders, as applicable. No amendment shall be made to the Merger Agreement after the Effective Time.

Fees and Expenses

The Merger Agreement provides that all fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby shall be paid by the party incurring such expenses.

Voting Agreements

In connection with the execution of the Merger Agreement, certain shareholders of Otonomo entered into the Otonomo Voting Agreements with Urgently and Otonomo, pursuant to which such shareholders have agreed, among other things, to vote or cause to be voted any issued and outstanding Otonomo Ordinary Shares beneficially owned by such shareholders (or that may otherwise become beneficially owned by them prior to obtaining the Otonomo Shareholder Approval) (the “Otonomo covered shares”) at every shareholders’ meeting of Otonomo during the term of the Otonomo Voting Agreements:

•

in favor of:

•

all proposals to approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement; and

•

all of the matters, actions and proposals that would reasonably be expected to facilitate the consummation of the Merger and the other transactions contemplated by the Merger Agreement, including any proposal to adjourn or postpone any meeting of the Otonomo shareholders to a later date if there are not sufficient votes to approve the proposals necessary to approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, provided that no Otonomo shareholder will be required to vote in favor of any waiver, modification or amendment to the terms of the Merger Agreement that would be less favorable in any material respect to such Otonomo shareholder than the Merger Agreement attached as an exhibit to this proxy statement/prospectus (excluding any amendments affecting Otonomo shareholders who are directors, officers or employees of Otonomo in their capacities as such); and

•

and against:

•

any competing acquisition proposal; and

186

•

any amendments to Otonomo’s organizational documents (other than as required to effect the Merger and the other transactions contemplated by the Merger Agreement) or any other proposal or transaction that would reasonably be expected to (1) impede, interfere with, delay, postpone or adversely affect in any manner the Merger or the other transactions contemplated by the Merger Agreement, (2) change, in any manner, the voting rights of any class of share capital of Otonomo, (3) result in any condition to the consummation of the Merger set forth in the Merger Agreement not being fulfilled or (4) result in a breach of any covenant, representation or warranty or other obligation or agreement of Otonomo under the Merger Agreement or the Otonomo shareholder under the Otonomo Voting Agreements in any material respect.

In addition, each Otonomo shareholder party to an Otonomo Voting Agreement has agreed that, with limited exceptions provided therein, during the period from the date of the Otonomo Voting Agreements until termination thereof, he, she or it will not transfer, directly or indirectly, any Otonomo covered shares.

Each voting agreement will automatically terminate upon the earliest to occur of:

•

a written agreement between Urgently, Otonomo and the applicable Otonomo shareholder;

•

the Effective Time;

•

the date of any modification or amendment to the terms of the Merger Agreement that is effected without the applicable Otonomo shareholder’s prior written consent and that would cause the Merger Agreement, as amended, to be less favorable in any material respect to such signatory; and

•

the termination of the Merger Agreement in accordance with its terms.

As of July 12, 2023, the Otonomo shareholders subject to the Otonomo Voting Agreements beneficially own approximately 39% of the issued and outstanding Otonomo Ordinary Shares.

The foregoing description of the Otonomo Voting Agreements does not purport to be complete and is qualified in its entirety by the full text of the form of Otonomo Voting Agreement, which is filed with the SEC as Annex D to the registration statement of which this proxy statement/prospectus forms a part and is incorporated by reference herein.

Withholding Rights

Each of Urgently, Merger Sub, the surviving corporation, the exchange agent, the Israeli sub-paying agent, the trustee nominated by Otonomo pursuant to Section 102 of the ITO, and any other person who has any obligation to deduct or withhold from any amount or consideration payable pursuant to the Merger Agreement, will be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Merger Agreement, such amounts as it is required to deduct and withhold with respect to the making of such payment under applicable tax law (including U.S. federal, state, local, Israeli or other tax law). To the extent that amounts are so withheld by the applicable payor, such withheld amounts (i) will be timely remitted by the applicable payor to the applicable governmental entity, and (ii) will be treated for all purposes of the Merger Agreement as having been paid to the person in respect of which such deduction and withholding was made by such payor, and the exchange agent (or other applicable withholding agent) shall furnish as promptly as practicable such person with a documentation evidencing such tax withholding or deduction.

Notwithstanding the provisions in the immediately preceding paragraph, and subject to the Withholding Tax Ruling, the 104H Tax Ruling or the 104H Interim Ruling with respect to Israeli taxes (each as described under the section entitled “Tax Rulings”), and in accordance with the Israeli sub-paying agent undertaking provided to Urgently prior to the Closing Date, the merger consideration payable or otherwise deliverable to any recipient pursuant to the Merger Agreement (except for holders of 102 Securities and Otonomo RSU Awards) will be transferred to, and retained by, the Israeli sub-paying agent for the respective benefit of each such recipient for a period of 30 days (which may be extended to 365 days) from Closing (including with respect to any

187

consideration deliverable to such recipient as a result of any adjustments to prevent dilution as provided in the Merger Agreement), from the date on which such consideration becomes deliverable to such recipient or an earlier date required in writing by a recipient or the Israel Tax Authority, or later date of up to 365 days from the Closing as extended by notice of either urgently or Otonomo or to the other party, respectively or such other later date as agreed by the parties (the “Withholding Drop Date”), during which time the Israeli sub-paying agent must not withhold any Israeli tax from such merger consideration except as provided below and the merger consideration will be held by the Israeli sub-paying agent. During such period, each recipient may obtain a certification or ruling or any other written instructions regarding tax withholdings issued by the Israel Tax Authority, in form and substance reasonably acceptable to Urgently and the Israeli sub-paying agent, that is applicable to the payments or other consideration to be made to any person pursuant to the Merger Agreement stating that no withholding, or reduced withholding, of any Israeli tax is required with respect to such payment or other consideration or providing any other instructions regarding tax withholding (“Valid Tax Certificate”). Where a recipient submits a Valid Tax Certificate to the Israeli sub-paying agent no later than three business days before the withholding drop date, the Israeli sub-paying agent will withhold and timely transfer to the Israel Tax Authority an amount from such recipient’s portion of the merger consideration as specified in the valid tax certificate. With respect to any recipient of shares of Urgently common stock (other than holders of 102 Securities) and Urgently warrants pursuant to the Merger Agreement, (A) the shares of Urgently common stock will be transferred by the Exchange Agent to, and retained by, the Israeli Paying Agent and held in trust for the relevant recipient and delivered to such recipient in compliance with the withholding requirements pursuant to the Merger Agreement and (B) to the extent that the Israeli Paying Agent is obliged to withhold Israeli taxes, such recipient will provide the Israeli sub-paying agent with the amount due with regards to such Israeli taxes, within three business days from receipt of a request from the Israeli sub-paying agent to make such payment, and in any event prior to the release of the merger consideration deliverable to such recipient, or alternatively, will present to the Israeli sub-paying agent a valid tax certificate, or evidence satisfactory to the Israeli sub-paying agent that the full applicable tax amount with respect to such recipient, as reasonably determined by the Israeli sub-paying agent, has been withheld. In the event that such recipient fails to provide the Israeli sub-paying agent with the full amount necessary to satisfy such Israeli taxes or such Valid Tax Certificate or evidence regarding payment of the full applicable tax amount required to be deducted with respect to such recipient within such timeframe, the Israeli sub-paying agent will be entitled to sell such recipient’s retained shares of Urgently common stock or exercise the Urgently warrants into shares of Urgently common stock and sell such shares of common stock to the extent necessary to satisfy the full amount due with regards to such Israeli taxes. Any costs or expenses incurred by the Israeli sub-paying agent in connection with such sale will be borne by such recipient of shares of Urgently common stock. Any such recipient of Urgently common stock and/or Urgently warrants waives, releases and absolutely and forever discharges Urgently, the exchange agent, the Israeli sub-paying agent or anyone acting on their behalf from and against any and all claims for any losses in connection with the sale of any portion of the shares of Urgently common stock otherwise deliverable to such recipient in compliance with the withholding requirements pursuant to the Merger Agreement.

If the withholding tax ruling, the 104H Tax Ruling or 104H Interim Ruling is obtained and delivered to Urgently, the exchange agent and the trustee appointed under the 104H Tax Ruling or 104H Interim Ruling, as applicable, prior to the applicable withholding date, then the provisions of the withholding tax ruling, the 104H Tax Ruling or 104H Interim Ruling, as the case may be, will apply and all applicable withholding procedures with respect to any recipients which are subject to such rulings will be made in accordance with the provisions of such rulings, as the case may be.

Notwithstanding the above, any consideration paid or issued to a holder of Otonomo RSU Awards or 102 Securities will be subject to deduction or withholding of Israeli tax under the Israeli Income Tax Ordinance [New Version], 1961, on the 16^th day of the calendar month following the month during which the Closing occurs, unless prior to the 16^th day of the calendar month following the month during which the Closing occurs, (i) the 102 Ruling (or an interim options tax ruling or other ruling) will have been obtained providing for no withholding or determining the withholding procedure, and (ii) with respect to holders of Otonomo RSU Awards who are not Israeli residents, the Withholding Tax Ruling provides for instructions regarding withholding of Israeli tax.

188

Any withholding made in NIS with respect to payments made pursuant to the Merger Agreement in dollars will be calculated based on a conversion rate on the payment date and in such manner as the exchange agent determines to be in compliance with applicable tax law and any tax ruling issued by the Israeli Tax Authority. Any currency conversion commissions will be borne by the applicable consideration recipient and deducted from any consideration to be delivered to such payment recipient.

Tax Rulings

Otonomo intends to request the receipt of the 102 Ruling from the Israel Tax Authority providing that (A) Urgently, Otonomo and anyone acting on their behalf will be exempt from withholding of Israeli tax in relation to the exchange of Otonomo RSU Awards which are 102 Securities or subject to tax under Section 3(i) of the ITO for Urgently RSUs and exchange of Otonomo Ordinary Shares which are 102 Securities for Urgently common stock and (B) the exchange of Otonomo RSU Awards which are 102 Securities or subject to tax under Section and 3(i) of the ITO for Urgently RSUs and the exchange of Otonomo Ordinary Shares which are 102 Securities for shares of Urgently common stock will not constitute a taxable event and tax continuity will apply to the shares of Urgently common stock or Urgently RSUs.

Otonomo intends to request a 104H Tax Ruling from the Israel Tax Authority permitting any shareholder who elects to become a party to such a tax ruling (and who is not part of the Interested Public, as defined below), to defer any applicable Israeli tax, if applied, with respect to such consideration that such holder will receive pursuant to the terms of the Merger Agreement until the date of the sale, transfer or other conveyance of such stock consideration by such holder or such other date set forth in Section 104H of the ITO, [New Version], 1961. In addition, Otonomo intends to request a ruling from the Israel Tax Authority that (A) with respect to holders of Otonomo Ordinary Shares or Otonomo Warrants who are not included in the 104H Tax Ruling or the 104H Interim Ruling or the 102 Ruling (and are a part of the Interested Public, which are generally holders who acquired their shares or warrants on or after August 13, 2021 and hold less than 5% of Otonomo’s issued and outstanding shares), exempting Urgently, the exchange agent and the surviving corporation and their respective agents from any obligation to withhold Israeli tax at source from any consideration payable or otherwise deliverable pursuant to the Merger Agreement, including the merger consideration, or clarifying that no such obligation exists and (B) with respect to any recipient of the merger consideration who is a holder of Otonomo RSU Awards (which are not 102 Securities or Otonomo RSU Awards subject to tax under section 3(i) of the ITO) (other than those listed in the preceding sub-clause (A)), instructing Urgently, the exchange agent, the surviving corporation and their respective agents on how such withholding shall be applied, confirming what withholding tax rate shall be applied and advising on how any such recipients or holders shall be identified (the “Withholding Tax Ruling” which, for removal of doubt, shall be either a separate Tax ruling (or rulings) or incorporated as part of the 104H Tax Ruling or the 104H Interim Ruling).

189

CEO RETENTION BONUS PROPOSAL

At the Special Meeting, Otonomo’s shareholders will be asked to consider and vote on the following proposal, which is more fully described elsewhere in this proxy statement/prospectus:

The approval of the CEO Retention Bonus Proposal requires the affirmative vote of holders of at least a majority of the Otonomo Ordinary Shares present, in person or by proxy (including by voting deed), and voting on the CEO Retention Bonus Proposal at a quorate Special Meeting (not taking into consideration abstentions or broker non-votes). In addition, in order to approve the CEO Retention Bonus Proposal, in accordance with the provisions of the Companies Law, the Otonomo shareholders’ approval must either (i) include at least a majority of the Otonomo Ordinary Shares voted by shareholders who are not controlling shareholders (within the meaning of the Companies Law) and who are not shareholders who have a personal interest (within the meaning of the Companies Law) in the approval of the CEO Retention Bonus Proposal, not taking into consideration abstentions or broker non-votes or (ii) be obtained such that the total number of Otonomo Ordinary Shares held by non-controlling shareholders and non-interested shareholders voted against the CEO Retention Bonus Proposal does not represent more than two percent of the outstanding Otonomo Ordinary Shares.

190

CFO RETENTION BONUS PROPOSAL

At the Special Meeting, Otonomo’s shareholders will be asked to consider and vote on the following proposal, which is more fully described elsewhere in this proxy statement/prospectus:

The CFO Retention Bonus Proposal—To approve the payment of a transaction retention bonus to Ms. Bonnie Moav, Otonomo’s Chief Financial Officer, with respect to the portion of such bonus which exceeds the maximum amount permitted under Otonomo’s compensation policy, subject to the terms set forth in the retention award agreement, a copy of which is attached to this proxy statement/prospectus as Annex E.

The approval of the CFO Retention Bonus Proposal requires the affirmative vote of holders of at least a majority of the Otonomo Ordinary Shares present, in person or by proxy (including by voting deed), and voting on the CFO Retention Bonus Proposal at a quorate Special Meeting (not taking into consideration abstentions or broker non-votes). In addition, in order to approve the CFO Retention Bonus Proposal, in accordance with the provisions of the Companies Law, the Otonomo shareholders’ approval must either (i) include at least a majority of the Otonomo Ordinary Shares voted by shareholders who are not controlling shareholders (within the meaning of the Companies Law) and who are not shareholders who have a personal interest (within the meaning of the Companies Law) in the approval of the CFO Retention Bonus Proposal, not taking into consideration abstentions or broker non-votes or (ii) be obtained such that the total number of Otonomo Ordinary Shares held by non-controlling shareholders and non-interested shareholders voted against the CFO Retention Bonus Proposal does not represent more than two percent of the outstanding Otonomo Ordinary Shares.

191

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined balance sheet data gives effect to the proposed merger as if it had occurred on June 30, 2023, while the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2023 and year ended December 31, 2022 are presented as if the Merger had occurred on January 1, 2022. The following summary unaudited pro forma condensed combined financial information has been prepared for illustrative purposes only, to reflect merger-related pro forma adjustments, is based on available information and certain assumptions that Urgently believes are reasonable and is not necessarily indicative of what the Combined Company’s financial position or results of operations would have been had the Merger occurred as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the Combined Company. Future results may vary significantly from the results reflected because of various factors, including those discussed in the section titled “Risk Factors” beginning on page 39.

Introduction

On February 9, 2023, Urgently, Otonomo and Merger Sub entered into the Merger Agreement. Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into Otonomo, and Otonomo will continue as the surviving company in the Merger and as a wholly owned subsidiary of Urgently. Urgently and Otonomo expect the transaction to close during the third quarter of 2023 subject to the approval of Otonomo’s shareholders and the satisfaction or waiver of certain conditions to Closing set forth in the Merger Agreement, as further described in the section entitled “The Merger Agreement—Conditions to the Completion of the Merger.” The merger consideration is estimated to be approximately $89.9 million payable in shares of Urgently common stock. See Note 2 for additional information on the estimated merger consideration.

The unaudited pro forma condensed combined balance sheet as of June 30, 2023 gives effect to the Merger as if this transaction had been completed on June 30, 2023 and combines figures derived from the unaudited condensed consolidated balance sheet of Urgently as of June 30, 2023 with figures derived from the Otonomo’s unaudited condensed consolidated balance sheet as of June 30, 2023.

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2023 and the year ended December 31, 2022 gives effect to the Merger as if it had occurred on January 1, 2022, the beginning of the earliest period presented, and combines the historical results of Urgently and Otonomo. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2023 combines figures derived from the unaudited condensed consolidated statement of operations of Urgently for the six months ended June 30, 2023, with figures derived from Otonomo’s unaudited condensed consolidated statement of operations for the six months ended June 30, 2023. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 combines figures derived from the audited consolidated statement of operations of Urgently for the year ended December 31, 2022 with figures derived from Otonomo’s audited consolidated statement of operations for the year ended December 31, 2022. The unaudited pro forma condensed combined financial information has been prepared pursuant to Article 11 of Regulation S-X.

The consolidated financial statements of Urgently and the consolidated financial statements of Otonomo have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events described in the introduction paragraph above through transaction accounting adjustments, which would be necessary to (1) account for the Merger, in accordance with GAAP and (2) reflect other material recapitalization and other transactions, we expect to initiate immediately preceding and in conjunction with the Merger in accordance with Rule 11-01(a)(8) of Regulation S-X. The accompanying unaudited pro forma condensed combined financial information gives effect to (i) the 1-for-90 reverse stock split of Urgently common stock conducted on July 28, 2023, and (ii) the reverse share split of Otonomo Ordinary Shares at a ratio of 1-for-15, which was conducted on August 3, 2023. The unaudited pro forma adjustments are based upon available information and certain assumptions that Urgently’s management believes are reasonable.

192

The unaudited pro forma condensed combined financial information should be read in conjunction with:

•

The accompanying notes to the unaudited pro forma condensed combined financial information;

•

The separate unaudited condensed consolidated financial statements of Urgently as of and for the six months ended June 30, 2023 and the related notes, included elsewhere in this proxy statement/prospectus;

•

The separate audited consolidated financial statements of Urgently as of and for the year ended December 31, 2022 and the related notes, included in this proxy statement/prospectus;

•

The separate unaudited condensed consolidated financial statements of Otonomo as of and for the six months ended June 30, 2023 and the related notes, included elsewhere in this proxy statement/prospectus;

•

The separate audited consolidated financial statements of Otonomo as of and for the year ended December 31, 2022 and the related notes, included in this proxy statement/prospectus; and

•

The sections of this proxy statement/prospectus titled “Urgently Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Otonomo Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Description of the Merger

Pursuant to the Merger Agreement, Merger Sub, a company organized under the laws of the State of Israel and a direct wholly owned subsidiary of Urgently, will be merged with and into Otonomo with Otonomo continuing as the surviving company and a wholly owned subsidiary of Urgently. As a result, each issued and outstanding Otonomo Ordinary Share will be automatically transferred to Urgently, and the rights of the holders of Otonomo Ordinary Shares immediately prior to the Effective Time will automatically convert into and represent the right to receive a number of shares of Urgently Common Stock equal to the Exchange Ratio. Based on Otonomo’s and Urgently’s respective pro forma capitalization, and based on assumptions as of June 30, 2023 as to the anticipated valuations of Otonomo and Urgently, respectively, on the business day prior to the anticipated date of the Closing, the Exchange Ratio is estimated to be 0.444. This estimate is subject to adjustment prior to the Closing for Otonomo’s and Urgently’s capitalization at the Effective Time and the definitive amounts of Otonomo’s and Urgently’s respective valuations on the business day prior to the anticipated date of the Closing.

Accounting for the Merger

The Merger is being accounted for as a business combination using the acquisition method with Urgently as the accounting acquirer in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. Under this method of accounting, the aggregate merger consideration will be allocated to Otonomo’s separately identifiable assets acquired and liabilities assumed based upon their estimated fair values or other measurement explicitly permissible by US GAAP at the date of completion of the merger. The process of valuing the net assets of Otonomo immediately prior to the Merger, as well as evaluating accounting policies for conformity, is preliminary. Any shortfall between the estimated fair value of the consideration transferred and the estimated fair value of the Otonomo assets acquired and liabilities assumed will be recorded as a bargain purchase gain. Accordingly, the aggregate merger consideration allocation and related adjustments reflected in this unaudited pro forma condensed combined financial information are preliminary and subject to revision based on a final determination of the fair value of Otonomo’s net assets, Otonomo Ordinary Shares and the value of Urgently common stock immediately prior to the Effective Time, after the date of this proxy statement/prospectus. See Note 1-Basis of Presentation below for more information.

The unaudited pro forma condensed combined financial information has been prepared for illustrative purposes only and is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the Merger occurred as of the dates indicated. The unaudited pro forma condensed combined financial information also should not be considered indicative of the future results of operations or financial position of Urgently.

The Merger is subject to reclassification and transaction accounting adjustments that have not yet been finalized. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information as required by SEC rules. Differences between these preliminary estimates and the final reclassification and transaction accounting adjustments may be material.

193

URGENT.LY INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2023

(In thousands)

Transaction
Accounting
Adjustments
Note 3

Historical

Pro Forma
Combined

Urgently

Otonomo

Notes

Otonomo Technologies Ltd. 6-K/A