Urgently Inc美股招股说明书(2025-07-11版)

the selling stockholders, to be offered and sold by them from time to time. We will not receive any proceeds fromthe sale of the Shares offered by this prospectus. See “Prospectus Summary—The Private Placement” for further The selling stockholders may sell any, all or none of the securities and we do not know when or in what amountthe selling stockholders may sell their securities hereunder following the date of this prospectus. The sellingstockholders may sell the securities described in this prospectus in a number of different ways and at varying prices.We provide more information about how the selling stockholders may sell their securities in the section titled “Planof Distribution” beginning on page11of this prospectus.We have agreed, pursuant to the Registration Rights Agreement, to bear all of the expenses incurred in We are an “emerging growth company” and a “smaller reporting company” as defined under the federalsecurities laws, and, as such, may elect to comply with certain reduced public company reporting requirements forthis and future filings. Form 10-K or 10-Q that is incorporated by reference in this prospectus before you invest in our securities.Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any The date of this prospectus is July 11, 2025. Prospectus SummaryRisk FactorsForward‑Looking Statements Use of ProceedsSelling StockholdersDescription of Capital Stock Where You Can Find More Information Commission (the “SEC”), using a “shelf” registration process. Under this shelf registration process,the selling stockholders may from time to time sell the securities described in this prospectus in one ormore offerings. The selling stockholders may use this prospectus to sell up to 112,038 shares ofcommon stock from time to time through any means described in the section entitled “Plan ofDistribution.” Additionally, under the shelf process, in certain circumstances, we or the sellingstockholders may provide a prospectus supplement that will contain certain specific information about We may also provide a prospectus supplement or post-effective amendment to the registrationstatement to add information to, or update or change information contained in, this prospectus. Beforeyou invest in our securities, you should read both this prospectus and any applicable prospectus that is different from that contained, or incorporated by reference, in this prospectus, any applicableprospectus supplement or in any related free writing prospectus. Neither we nor the sellingstockholders take any responsibility for, nor provide any assurance as to the reliability of, any otherinformation that others may give you. This prospectus and any applicable prospectus supplement orany related free writing prospectus do not constitute an offer to sell or the solicitation of an offer tobuy any securities other than the securities described in this prospectus or in any applicable prospectussupplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstancesin which such offer or solicitation is unlawful. You should assume that the information appearing inthis prospectus, any prospectus supplement, the documents incorporated by reference and any relatedfree writing prospectus is accurate only as of their respective dates. Our business, financial condition,results of operations and prospects may have changed materially since those dates. section titled “Where You Can Find More Information.”For investors outside of the United States: Neither we nor the selling stockholders have doneanything that would permit this offering or possession or distribution of this prospectus in anyjurisdiction where action for that purpose is required, other than in the United States. Persons outsidethe United States who come into possession of this prospectus must inform themselves about, and as applicable, for the trademarks used in this prospectus. Company OverviewWe are a leading connected mobility assistance software platform, matching vehicle owners and operators with serviceprofessionals who deliver traditional roadside assistance, proactive maintenance and repair services. The traditional experienceof a vehicle breakdown is often stressful and inconvenient for stranded drivers, compounded by processes that lacktransparency and lead to long wait times. We offer an innovative alternative to this traditional experience, leveraging ourdigitally native software platform to match supply and demand in our network and deliver exceptional mobility assistanceexperiences at scale. Corporate Information Incorporated in 2013, we have devoted substantial capital resources to development and we have incurred losses sinceOur headquarters and principal executive offices are located at 8609 Westwood Center Drive, Suite 810, Vienna, VA22182, telephone (571) 350-3600. Our web