Urgent.ly Inc. provided an initial draft of the merger agreement to acquire Otonomo Technologies Ltd. (NasdaqCM:OTMO) from Senvest Management, LLC and others for approximately $270 million in a reverse merger transaction on December 21, 2022. Urgent.ly Inc. entered into a definitive agreement to acquire Otonomo Technologies Ltd. from Senvest Management, LLC and others for approximately $270 million in a reverse merger transaction on February 9, 2023. Urgently and Otonomo equityholders will own approximately 67% and 33%, respectively, of the combined company on a fully diluted basis, subject to the determination of the final exchange ratio pursuant to the terms set forth in the definitive agreement.

Post-closing, Otonomo will be a wholly owned subsidiary of Urgently. As a result of the transaction, Urgently expects that its shares of common stock will be listed under the ticker symbol “ULY”. The combined company will be led by an experienced leadership team and Board of Directors.

Upon the closing of the transaction, Matt Booth will be CEO and Tim Huffmyer will be CFO of the combined company. Ben Volkow will join the Board of Directors and will have an advisor role with the combined company. Otonomo will be required to pay the Company a termination fee of $3 million.

The deal is subject to the approval of Otonomo's shareholders, the shares of Common Stock and Assumed Warrants to be issued in the Merger being approved for listing on the Nasdaq, the U.S. Securities and Exchange Commission (the “SEC”) having declared effective the Registration Statement on Form S-4 of the Company, Otonomo shall have delivered to the Company Director and Officer Resignation Letters duly executed by each director and officer of Otonomo and each Otonomo Subsidiary, ISA Approval and the satisfaction of other customary closing conditions. The transaction has been approved by each company's board of directors. The transaction has been approved by the NSIA on April 18, 2023.

The transaction is expected to close in the third quarter of 2023. Evercore served as financial advisor to Urgently, and B. Riley Securities has served as co-financial advisor to Urgently in connection with the transaction. Rich Mullen, Bob O'Connor, Mark B. Baudler, Lianna C. Whittleton, Dana J. Hall, Myra A. Sutanto Shen, Christopher A. Paniewski, Andrew Poling, Matt Staples, Sriram Krishnamurthy, Matt Gorman, Anne E. Seymour, Tarek J. Helou, Seth Cowell, James P. McCann and Martin R. Sul of Wilson Sonsini Goodrich & Rosati, PC and Adar Bengom, Amir Cooper, Natan Wiesenberg, Nir Dash, Nir Gal, Ofer Granot, Ran Hai, Shachar Porat and Yuval Navot of Herzog Fox & Neeman served as its legal advisors.

Needham & Company, LLC served as exclusive financial advisor to Otonomo, and John Greer, Joshua Kiernan, Nicholas DeNovio, Matthew Jones and Ryan Lynch of Latham & Watkins LLP and Amir Raz and Moshe Ganot of Gross, Kleinhendler, Hodak, Halevy, Greenberg, Shenhav & Co. served as its legal advisors. American Stock Transfer & Trust Company, LLC acted as transfer agent to Otonomo.