Urgently Inc 2025年度报告

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared orissued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☒ The aggregate market value of the common stock held by non-affiliates of the registrant, based on the closing price of the shares of common stock on TheNasdaq Stock Market on June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter), was approximately $7.8million. Shares of the registrant’s common stock held by each executive officer, director, and beneficial owner of more than 10% of the outstandingcommon stock have been excluded because such persons may be deemed affiliates. This calculation does not reflect a determination that certain persons areaffiliates of the registrant for any other purpose. The number of shares of registrant’s common stock outstanding as of March 25, 2026 was 2,196,934. Table of Contents PART I Item 1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities45Item 6.[Reserved]45Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations46Item7A.Quantitative and Qualitative Disclosures About Market Risk57Item 8.Financial Statements and Supplementary Data57Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure57Item9A.Controls and Procedures58Item9B.Other Information59Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections59 PART III Item 10.Directors, Executive Officers and Corporate GovernanceItem 11.Executive CompensationItem 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMattersItem 13.Certain Relationships and Related Transactions, and Director IndependenceItem 14.Principal Accounting Fees and Services PART IV Item 15.Exhibits, Financial Statement Schedules74Item 16.Form 10-K Summary76 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains or may contain “forward-looking statements” within the meaning of theSecurities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act of 1934, asamended (the “Exchange Act”), which statements involve substantial risks and uncertainties. Forward-lookingstatements generally relate to future events or our future financial or operating performance. Forward-looking termssuch as “may,” “will,” “could,” “should,” “would,” “plan,” “potential,” “intend,” “anticipate,” “project,” “predict,”“target,” “believe,” “continue,” “estimate” or “expect” or the negative of these words or other words, terms andphrases of similar nature are often intended to identify forward-looking statements, although not all forward-lookingstatements contain these identifying words. Forward-looking statements contained in this Annual Report on Form10-K include statements related to: •our expectations related to the Agreement and Plan of Merger, dated as of March 13, 2026 (the “MergerAgreement”), among u