UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 2)
Urgent.ly Inc.
(Name of
Subject Company)
Urgent.ly Inc.
(Name of
Persons Filing Statement)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
916931207
(CUSIP Number
of Class of Securities)
Matthew Booth
Chief Executive Officer
44927 George Washington Blvd, Suite 265, Office 209
Ashburn, VA 20147
(571) 350-3600
(Name, address, and telephone number of person authorized to receive notices and
communications
on behalf of the persons filing statement)
With a copy to:
Robert O’Connor, Esq.
Lianna C. Whittleton, Esq.
Brendan Ripley Mahan, Esq.
David G. Sharon, Esq.
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
One Market Plaza, Spear Tower
Suite 3300
San
Francisco, California 94105-1126
(415) 947-2000
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Check the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer. |
This Amendment No. 2 to Schedule 14D-9 (this
“Amendment No. 2”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Urgent.ly Inc., a Delaware corporation
(“Urgently” or the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2026 (as amended or supplemented from time to time, the “Schedule 14D-9”), with respect to the offer (the “Offer”) by Medford Hawk, Inc. (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of Agero, Inc.
(“Parent”), a Nevada corporation, to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share (“Urgently Common Stock,” and the shares of Urgently Common Stock,
“Shares”), for $5.50 per Share in cash, net to the holder thereof in cash, without interest and subject to any applicable withholding taxes (the “Offer Price”). The Offer is described in a Tender Offer Statement
filed under cover of Schedule TO with the SEC on March 30, 2026, by Parent and Purchaser (as amended or supplemented from time to time), and is made upon the terms and subject to the conditions as set forth in the related Offer to Purchase,
dated March 30, 2026 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of
Transmittal”). The Offer to Purchase and the Letter of Transmittal were filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule 14D-9, respectively. Unless the context otherwise indicates, we use
the terms “us,” “we” and “our” to refer to Urgently.
Capitalized terms used but not defined in this Amendment
No. 2 shall have the meanings given to them in the Schedule 14D-9. The information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by
reference, except that such information is hereby amended or supplemented to the extent specifically provided herein. This Amendment No. 2 is being filed to disclose certain updates as reflected below and should be read in conjunction with the
Schedule 14D-9, and the Schedule 14D-9 should be read in its entirety.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following Exhibit to the list of
Exhibits:
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| Exhibit
No. |
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Description |
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| (a)(5)(I)* |
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Text Message to Shareholders from D.F. King & Co., acting as Information Agent for the Offer. |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
Date: April 21, 2026
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| Urgent.ly Inc. |
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| By: |
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/s/ Andrea Makkai |
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Andrea Makkai |
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Vice President, Finance and Accounting and
Chief Accounting Officer |
