This Tender Offer Statement on Schedule TO (together with any amendments and supplements
hereto, this “Schedule TO”) is being filed by Medford Hawk, Inc., a Delaware corporation (the “Offeror”), and Agero, Inc., a Nevada corporation (“Parent”). The Offeror is a wholly owned
subsidiary of Parent. This Schedule TO relates 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 this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. All the information set forth in the Offer to Purchase is incorporated herein by reference in response to
Items 1 through 9 and Item 11 of this Schedule TO and is supplemented by the information specifically provided in this Schedule TO. The Agreement and Plan of Merger, dated as of March 13, 2026, by and among the Company, Parent and the Offeror,
a copy of which is attached as Exhibit (d)(1) hereto, is incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO. Unless otherwise indicated, references to sections in this Schedule TO are references to sections of
the Offer to Purchase.
Item 1. Summary Term Sheet.
The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet ” and “Questions
and Answers About the Offer and the Merger” is incorporated into this Schedule TO by reference.
Item 2. Subject Company
Information.
(a) The subject company and issuer of the securities subject to the Offer is Urgent.ly Inc., a Delaware
corporation. Its principal executive office is located at 44927 George Washington Blvd. Suite 265, Office 209, Ashburn, VA 20147, and its telephone number at such address is (571) 350-3600.
(b) As of the close of business on March 26, 2026, there were (i) 2,196,934 Shares issued and outstanding, (ii) 1,440 Shares subject to
issuance pursuant to options granted by Urgently to purchase Urgently Common Stock (each, an “Urgently Option”) pursuant to Urgently’s 2013 Equity Incentive Plan and 2023 Equity Incentive Plan (together, the
“Urgently Equity Plans”) or otherwise, none of which were in-the-money options, (iii) 148,559 Shares underlying restricted stock units issued pursuant
to the Urgently Equity Plans, and (iv) 47 Shares issuable upon exercise of an outstanding warrant.
(c) The information concerning the
principal market in which the shares of Urgently common stock are traded and certain high and low sales prices for the shares of Urgently common stock in that principal market is set forth in Section 6 — “Price Range of Shares;
Dividends” in the Offer to Purchase and is incorporated into this Schedule TO by reference.
Item 3. Identity and Background
of Filing Person.
(a) – (c) This Schedule TO is filed by the Offeror and Parent. The information set forth in the
section entitled “Summary Term Sheet” and Section 9 — “Certain Information Concerning the Offeror and Parent” of, and Schedule A to, the Offer to Purchase is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a) The information set forth in the Offer to Purchase is incorporated into this Schedule TO by reference:
Summary Term Sheet
Introduction
Section 1 — “Terms of the Offer”
Section 2 — “Acceptance for Payment and Payment for Shares”
Section 3 — “Procedures for Tendering Shares”
Section 4 — “Withdrawal Rights”
