Urgent.ly (ULYX) merges into Agero; $5.50 per share cash conversion and S-3 deregistration

Rhea-AI Filing Summary

Urgent.ly Inc. files post-effective amendments to deregister all unsold common stock previously registered on three Form S-3 registration statements after completing a merger. Pursuant to the Merger Agreement dated March 13, 2026, the company was merged into a purchaser and became a wholly owned subsidiary of Agero, Inc. On April 28, 2026, each outstanding share (subject to limited exceptions) was converted into the right to receive $5.50 per Share in cash. The company terminated its registered offerings and removed the unsold shares from registration.

Insights

Corporate Transactions Analyst

Merger closed; registered resale capacity removed.

The filing documents post-effective amendments that deregister remaining unsold common stock under three Form S-3 registration statements following the closing of a merger that made Urgent.ly a wholly owned subsidiary of Agero, Inc.

Cash consideration of $5.50 per share is stated for converted shares. Timing references include the Merger Agreement dated March 13, 2026 and the effective merger date April 28, 2026. Subsequent disclosures will appear in any parent or successor filings.

Securities/Compliance Specialist

Regulatory housekeeping: post-effective deregistration executed.

The amendments remove unsold securities from registration as required by the registration statements' undertakings, and terminate the effectiveness of those registration statements. The action implements the contractual merger mechanics converting shares to cash consideration.

Shareholder appraisal rights are preserved where specified; the filing limits exceptions to treasury shares and perfected appraisal claims. Cash‑flow treatment is explicit for converted shares ($5.50 per share).

Key Figures

Registration numbers amended: 333-286630; 333-288523; 333-288522 Merger agreement date: March 13, 2026 Merger effective date: April 28, 2026 +1 more

4 metrics

Registration numbers amended 333-286630; 333-288523; 333-288522 Post-effective amendments to Form S-3 registration statements

Merger agreement date March 13, 2026 Date of Agreement and Plan of Merger with Agero, Inc.

Merger effective date April 28, 2026 Effective time of the merger and filing date of the post-effective amendments

Cash consideration per share $5.50 per Share Conversion amount payable to holders for each share upon merger

Key Terms

Post-Effective Amendment, deregister, Appraisal rights, Registration Statement

4 terms

Post-Effective Amendment regulatory

"Post-Effective Amendment No. 1 to Form S-3 Registration Statement"

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

deregister regulatory

"filed to deregister all shares of the Registrant's common stock that remain unsold"

Deregister is the act of removing a company’s securities from a public regulatory registry or ending their listing on a stock exchange; think of it like taking a car off public roads so it no longer needs public inspections. For investors, deregistration matters because it usually reduces required public disclosures, can make shares harder to buy or sell, and increases uncertainty about the company’s finances and governance due to lower transparency and liquidity.

Appraisal rights legal

"stockholders who are entitled to demand, and have properly demanded and properly exercised and perfected a demand for appraisal"

A legal right that lets shareholders who dislike the price or terms of a buyout, merger or other major corporate change ask for an independent determination of the fair value of their shares instead of accepting the deal price. Think of it like asking a neutral referee to set the payout if you believe the offered price is too low. For investors, appraisal rights can provide a way to recover a higher cash value but can be slow, costly and create uncertainty around deal outcomes.

Registration Statement regulatory

"Registration Statements on Form S-3 of Urgent.ly Inc."

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

As filed with the Securities and Exchange Commission on April 28, 2026

Registration No. 333-286630

Registration No. 333-288523

Registration No. 333-288522

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-286630

Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-288523

Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-288522

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

URGENT.LY INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		46-2848640
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

44927 George Washington Blvd, Suite 265, Office 209

Ashburn, VA 20147

(Address of Principal Executive Offices, including Zip Code)

David Ferrick

Chief Executive Officer

Urgent.ly Inc.

44927 George Washington Blvd, Suite 265, Office 209

Ashburn, VA 20147

(571) 350-3600

(Name, Address and Telephone Number, including Area Code, of Agent for Service)

Copies to:

Robert O’Connor, Esq. Mark B. Baudler, Esq.
Lianna C. Whittleton, Esq.
David G. Sharon, Esq. Wilson Sonsini Goodrich & Rosati, Professional Corporation One Market Plaza Spear Tower, Suite 3300 San Francisco, CA 94105 (415) 947-2000 Andrea Makkai VP, Finance & Accounting Urgent.ly Inc. 44927 George Washington Blvd, Suite 265, Office 209 Ashburn, VA 20147 (571) 350-3600

Approximate date of commencement of proposed sale to the public: Not applicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 431(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging growth company		☒

DEREGISTRATION OF SECURITIES

These Post-Effective Amendments (the “Post-Effective Amendments”) (i) relate to the following Registration Statements on Form S-3 (each, a “Registration Statement”, and collectively, the “Registration Statements”) of Urgent.ly Inc., a Delaware corporation (the “Registrant”), which were previously filed by the Registrant with the U.S. Securities and Exchange Commission (the “Commission”) and (ii) are being filed to deregister all shares of the Registrant’s common stock, $0.001 par value per share (the “Shares”) that remain unsold or otherwise unissued as of the date hereof under each such Registration Statement.

1. Registration Statement No.  333-286630, registering the sale of up to 113,170 shares of common stock held by the selling stockholders, which was filed with the Securities and Exchange Commission (“SEC”) on April 18, 2025, and amended on May 5, 2025.

2. Registration Statement No.  333-288523, registering the sale of up to $25,000,000 of common stock, preferred stock, debt securities, depositary shares, warrants, subscription rights, purchase contracts and units in one or more offerings and in any combination offered by the Registrant, which was filed with the SEC on July 3, 2025.

3. Registration Statement No.  333-288522, registering the sale of up to 112,038 shares of common stock held by the selling stockholders, which was filed with the SEC on July 3, 2025.

On March 13, 2026, the Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Agero, Inc., a Nevada corporation (“Parent”), and Medford Hawk, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”). Pursuant to the Merger Agreement, on April 28, 2026, Purchaser was merged with and into the Registrant with the Registrant surviving as a wholly owned subsidiary of Parent (the “Merger”). In the Merger, each Share (other than (i) Shares held in the treasury of the Registrant immediately prior to the effective time of the Merger (the “Effective Time”), (ii) any Shares held by stockholders or owned by beneficial owners who are entitled to demand, and have properly demanded and properly exercised and perfected a demand for appraisal of such Shares in accordance with the Delaware General Corporation Law and have neither failed to perfect nor effectively withdrawn or lost such rights prior to the Effective Time, and (iii) any Shares that were owned by Parent, Purchaser or any other subsidiary of Parent at the commencement of the cash tender offer by Purchaser and were owned by Parent, Purchaser or any other subsidiary of Parent immediately prior to the Effective Time), was converted into the right to receive $5.50 per Share in cash, net to the holder thereof in cash, without interest and subject to any applicable withholding taxes.

As a result of the Merger, the Registrant has terminated all offerings of its securities pursuant to the Registration Statements. In accordance with an undertaking made by the Registrant in each of the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offerings, the Registrant hereby removes from registration all such securities registered under the Registration Statements that remain unsold as of the date hereof and terminates the effectiveness of the Registration Statements.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing these Post-Effective Amendments to the Registration Statements and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ashburn, State of Virginia, on April 28, 2026.

URGENT.LY INC.

By: /s/ David Ferrick   

Name: David Ferrick

Title: Chief Executive Officer

Pursuant to Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.

FAQ

What did Urgent.ly (ULYX) file in the post-effective amendment?

Urgent.ly deregistered unsold common stock from three Form S-3s. The amendments remove all unsold registered shares and terminate those registration statements following the merger that closed on April 28, 2026.

How were Urgent.ly shares treated in the merger with Agero?

Each eligible share was converted into cash consideration of $5.50 per share. Conversions excluded treasury shares, shares with perfected appraisal rights, and shares owned by Parent or its subsidiaries as described in the merger terms.

When was the Merger Agreement executed for Urgent.ly (ULYX)?

The Merger Agreement was dated March 13, 2026. The agreement led to the merger that became effective on April 28, 2026, after which Urgent.ly became a wholly owned subsidiary of Agero, Inc.

Do any exceptions to the $5.50 per share cash conversion exist?

Yes. Certain shares were excepted from conversion. Exceptions include treasury shares, shares of holders who perfected appraisal rights under Delaware law, and shares owned by Parent, Purchaser, or their subsidiaries immediately prior to the effective time.

What happens to the Form S-3 registration statements after the merger?

The registration statements were terminated and the unsold securities were removed from registration. The company complied with its undertaking to file post-effective amendments removing any registered but unsold securities upon termination of the offerings.