Urgent.ly Inc. Announces Completion of Significant Merger and Major Changes to Governance

ASHBURN, VA, April 28, 2026 – Urgent.ly Inc. (“Urgently” or the “Company”; OTCQB: ULYX) has filed a Form 8-K with the U.S. Securities and Exchange Commission announcing the completion of a transformative merger, alongside sweeping changes to its corporate governance, capital structure, and reporting framework.

Key Highlights for Investors

• Merger Completion: The Company has completed a merger as detailed in the Agreement and Plan of Merger dated March 13, 2026, which was previously disclosed. The full text of the Merger Agreement is available as Exhibit 2.1 to the Form 8-K filed on March 16, 2026.
• Change in Control: As a result of the merger, there has been a change in control of Urgent.ly Inc., which is a material and potentially price-sensitive event for shareholders.
• New Charter and Bylaws: At the effective time of the merger, the Company’s Certificate of Incorporation and Bylaws were both amended and restated in their entirety, as reflected in Exhibits 3.1 and 3.2. These documents govern the powers of the Board, shareholder rights, and overall corporate structure.
• Capital Structure: The total number of shares of common stock authorized is now 1,000, with a par value of \$0.001 per share. This limited share structure is highly relevant for existing and prospective investors as it may impact liquidity and the valuation of individual shares.
• Trading Symbol and Market: The Company’s common stock continues to trade under the symbol “ULYX” on the OTCQB market.
• Emerging Growth Company Status: Urgent.ly Inc. has confirmed its status as an “emerging growth company” under the SEC rules, which enables the Company to take advantage of certain reporting and compliance exemptions.
• No Written Communications, Soliciting Materials, or Tender Offers: The 8-K confirms that the filing is not intended to serve as written communications under Rule 425 of the Securities Act, nor as soliciting material or pre-commencement communications for tender offers under the Exchange Act.

Potential Price-Sensitive Information for Shareholders

• Change in Control: The completion of a merger resulting in a change in control typically has significant implications for shareholders. This can affect the Company’s strategic direction, management, and future value creation.
• Governing Documents Overhaul: The complete amendment and restatement of the Certificate of Incorporation and Bylaws may alter shareholder rights, the powers of the Board, and how the Company can issue new shares, approve mergers, or take other major actions. These changes could impact future governance and potential dilution or consolidation of existing shareholders.
• Limited Share Issuance: With only 1,000 common shares authorized, the equity structure is extremely concentrated. Any future stock issuance, splits, or recapitalizations could have outsized effects on share value.
• Public Company Status and Reporting: As an emerging growth company, Urgent.ly may utilize reduced disclosure requirements, which can affect transparency for investors.

Additional Details

• Corporate Purpose and Powers: The new Certificate allows Urgent.ly Inc. to engage in any lawful act or activity permitted under Delaware law. The Board of Directors has expanded authority to amend bylaws, create liens or mortgages, and determine the extent of shareholder access to corporate records.
• Shareholder Meetings and Voting: The amended bylaws clarify procedures for annual and special meetings, the rights of shareholders to call meetings, and the use of remote communication for meetings and voting.
• Notice and Electronic Communication: The Company has formalized the use of electronic communication for official notices, enhancing operational efficiency and aligning with modern corporate practices.
• Indemnification and Limitation of Liability: The governing documents provide for director and officer indemnification to the fullest extent permitted by Delaware law, which may encourage experienced leadership but also affects shareholder recourse.
• Exhibits: Key documents filed with this 8-K include:
  • Exhibit 2.1 – Agreement and Plan of Merger
  • Exhibit 3.1 – Amended and Restated Certificate of Incorporation
  • Exhibit 3.2 – Amended and Restated Bylaws
• Company Contact: Urgent.ly Inc., 44927 George Washington Blvd., Suite 265, Office 209, Ashburn, VA 20147, Phone: 571-350-3600

Conclusion

The completion of this merger and the resulting change in control, as well as the overhaul of corporate governance documents, represent material events for investors. These actions may significantly impact the future strategic direction, share structure, and governance of Urgent.ly Inc. Investors are strongly advised to review the full text of the referenced exhibits and monitor future announcements for further details on the Company’s plans and any related corporate actions.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Readers should review all official filings with the SEC and consult their financial advisor before making any investment decisions. The author and publisher are not responsible for any actions taken based on this article.

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