This Amendment No. 3 to Tender Offer Statement on Schedule TO (together with any
amendments and supplements hereto, this “Amendment No. 3”) is being filed by Medford Hawk, Inc., a Delaware corporation (the “Offeror”), and Agero, Inc., a Nevada corporation (“Parent”), and amends and
supplements the Tender Offer Statement on Schedule TO previously filed by the Offeror and Parent, with the U.S. Securities and Exchange Commission (the “SEC”) on March 30, 2026 (the “Schedule TO”), with respect to the
offer by the Offeror to acquire any and all of the issued and outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Urgent.ly Inc., a Delaware corporation (the “Company” or “Urgently”),
at a purchase price of $5.50 per Share, net to the holders thereof, in cash, without interest thereon and subject to any applicable tax withholding (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated March 30, 2026 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal,” which, together with the Offer to Purchase, as each may be amended or supplemented from
time to time in accordance with the Agreement and Plan of Merger described below, collectively constitute the “Offer”), copies of which are annexed to and filed with the Schedule TO, as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
All the information set forth in the Offer to Purchase, including Schedule A thereto, is incorporated by reference herein in response to
Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Amendment No. 3. This Amendment No. 3 should be read together with the Schedule TO.
Except as otherwise set forth in this Amendment No. 3, the information set forth in the Schedule TO remains unchanged and is incorporated
herein by reference to the extent relevant to the items in this Amendment No. 3. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO. You should read this
Amendment No. 3 together with the Schedule TO, the Offer to Purchase, and the related Letter of Transmittal, as amended.
This
Amendment No. 3 is being filed to amend and supplement Items 1 through 9 and Item 11, and Item 12, as reflected below.
Items 1 through 9 and Item 11.
Items 1 through 9 and Item 11 of the Schedule TO, as amended, to the extent such Items incorporate by reference the information
contained in the Offer to Purchase, are hereby amended and supplemented as set forth below:
The Offer and withdrawal rights expired as
scheduled at 12:00 midnight, New York City time, on April 25, 2026 (one minute after 11:59 P.M., New York City time, on April 24, 2026). The Depositary and Paying Agent has indicated that, as of the Expiration Time, a total of 1,288,914
Shares were validly tendered and not withdrawn pursuant to the Offer, representing approximately 58.7% of the issued and outstanding Shares as of the Offer Expiration Time.
The number of Shares validly tendered and not withdrawn pursuant to the Offer satisfies the Minimum Condition. All conditions to the Offer
having been satisfied or waived, the Offeror irrevocably accepted for payment all such Shares validly tendered into and not withdrawn from the Offer and will promptly pay for all such Shares in accordance with the Offer.
As a result of its acceptance of the Shares tendered in the Offer, the Offeror acquired a sufficient number of Shares to complete the Merger
without a vote of the stockholders of the Company pursuant to Section 251(h) of the DGCL. Accordingly, on April 28, 2026, the Offeror expects to effect the Merger under Section 251(h) of the DGCL, pursuant to which the Offeror will
merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent. At the closing of the Merger, each outstanding share of Common Stock issued and outstanding immediately prior to the effective time of the Effective
Time (other than Shares held by the Company as treasury stock, Parent, the Offeror or any direct or indirect wholly owned subsidiary of Parent or Offeror, in each case immediately before the Effective Time, and Shares held by any stockholders or
owned by any beneficial owners of Shares who are entitled to and properly exercise and perfect (and do not lose or withdraw) a demand for appraisal rights in accordance with Section 262 of the DGCL) will be converted into the right to receive
cash in an amount equal to the Offer Price. As a result of the Merger, prior to the opening of trading on the OTCQB Venture Market (“OTCQB”) on April 28, 2026, all Shares will cease trading, and following the consummation of the Merger,
all Shares will be delisted from the OTCQB and deregistered under the Securities Exchange Act of 1934, as amended and the Company will become a wholly owned subsidiary of Parent. From and after the closing of the Merger, all such Shares will no
longer be outstanding and will cease to exist.
