Agero Launches $5.50/Share Tender Offer for Urgent.ly (ULYX)

♦ Key Takeaways

Agero is acquiring Urgent.ly (ULYX) at $5.50 per share in cash through a tender offer followed by a back-end merger.
ULYX currently trades at $5.39, leaving a gross spread of roughly $0.11 per share (2.0%). The stock now trades on the OTCQB after Nasdaq delisted it on March 18, 2026.
This is a tiny deal: approximately $12.1 million in total equity value for all 2.2 million shares outstanding.
The tender offer formally commenced March 30, 2026. Majority tender condition applies. Outside termination date is July 31, 2026.

The Offer

Agero, Inc., a privately held provider of roadside assistance services, is acquiring Urgent.ly Inc. (OTCQB: ULYX) for $5.50 per share in cash through a tender offer. The deal is structured as a two-step acquisition: Agero's wholly owned subsidiary Medford Hawk, Inc. launched the tender offer on March 30, 2026, and will follow with a second-step merger under Section 251(h) of the Delaware General Corporation Law. No shareholder vote is required. The SC TO-T was filed with the SEC on March 30, 2026.

The merger agreement was signed on March 13, 2026. The parties expect to close by the end of May 2026, with an outside termination date of July 31, 2026.

The Spread

Detail	Value
Offer price	$5.50 per share
Current price (ULYX)	$5.39
Gross spread	$0.11 (2.0%)
52-week range	$1.76 – $14.90
Shares outstanding	2,196,934
Total equity value	~$12.1 million
Minimum condition	Majority of outstanding shares tendered
Financing	Not disclosed; no financing contingency identified
Outside date	July 31, 2026

Why This Deal Is Happening

Urgent.ly is a technology-focused roadside assistance company that was burning through cash. The company reported an operating loss of $8.9 million in 2025, carries an accumulated deficit of $219.2 million, and its auditors flagged going-concern risk. Its top three customer partners generated 58% of 2025 revenue. Nasdaq suspended trading on March 18, 2026, and the stock moved to the OTCQB under the ticker ULYX.

Agero, based in Medford, Massachusetts, is the dominant white-label provider of digital roadside assistance for automakers and insurers. The company has been privately held by the Wolk family for over 50 years and covers more than 150 million vehicles annually. Acquiring Urgent.ly gives Agero access to machine-learning dispatch technology and expands its reach into fleet and rental markets. The combined entity will manage roughly 13 million roadside events per year.

Key Terms and Conditions

The tender offer requires a majority of outstanding shares to be validly tendered. With only 2.2 million shares outstanding and insiders already committed via support agreements covering approximately 5.12% of shares, the minimum condition should be straightforward to meet.

The company amended its credit facilities on March 13, 2026 to accommodate the deal. The MidCap revolving credit facility had its liquidity covenants lowered and maturity aligned with the merger timeline. The second lien term loan was extended to November 28, 2026, with interest and fees conditionally waived if the deal closes on time. These amendments signal that lenders are cooperating to keep the company solvent through closing.

Agero retained Evercore as financial advisor and Morgan, Lewis & Bockius as legal counsel. Urgent.ly is advised by Pericles Capital Advisors/Seaport Global Securities (financial) and Wilson Sonsini Goodrich & Rosati (legal).

Timeline

March 13, 2026

Merger agreement signed between Agero, Medford Hawk, and Urgent.ly. Tender and support agreements executed with insiders and certain stockholders (~5.12% of shares). Credit facilities amended.

March 18, 2026

Nasdaq suspends trading in ULY shares. Stock moves to OTCQB under the ticker ULYX.

March 30, 2026

Tender offer formally commenced. SC TO-T, SC14D9C, and SC TO-C filed with the SEC.

Late April 2026 (estimated)

Earliest possible expiration of the initial 20-business-day tender offer period, assuming no extensions.

End of May 2026 (estimated)

Expected closing of the tender offer and completion of the back-end merger.

July 31, 2026

Outside termination date. Either party can walk if the deal has not closed by this date.

Risks

The deal has meaningful liquidity risk. With only 2.2 million shares outstanding and trading now confined to the OTCQB, the daily volume is extremely thin. Getting into or out of a position of any size will be difficult, and bid-ask spreads may be wide. This is not a deal for investors who need to move quickly.

Urgent.ly's financial condition is fragile. The company relies on credit facility waivers and amendments to stay operational. If the deal were to break for any reason, ULYX would likely trade far below $5.50 given the going-concern warnings and delisting. The downside in a broken deal scenario is severe relative to the 2% upside.

Regulatory risk appears minimal. No HSR filing requirement has been flagged in the filings, consistent with the deal's small size. The primary execution risk is whether enough shares get tendered to meet the majority condition, but with insider support agreements already in place and no competing bidder in sight, this should not be a serious obstacle.

The 2% gross spread on a deal expected to close in roughly two months is thin. Annualized, that works out to approximately 12%, but only if the timeline holds. Any extension would compress returns further, and the illiquidity of OTCQB trading makes this a poor candidate for capital that needs to be deployed efficiently.

The Bottom Line

This is a $12 million acquisition of a financially distressed roadside-assistance company by a well-established private acquirer. The deal mechanics are clean: standard two-step tender, majority condition, no financing contingency, and insider support agreements. The 2% spread reflects that the market views completion as highly likely.

The challenge is practical. ULYX trades on the OTCQB with minimal liquidity. For small investors who already own shares, tendering into the offer is the clearest path to $5.50. For merger arbitrage players, the position size constraints and thin spread make this a deal to monitor rather than chase. Read the full SC TO-T filing for complete terms before making any decisions.

Disclaimer: This analysis is for informational purposes only and does not constitute investment advice. The author and Value Spot may hold positions in securities discussed. Always do your own research and consult a financial advisor before making investment decisions. Tender offer terms and tax treatment can vary. Verify all details with your broker and the official SEC filings before acting.

Filed April 17, 2026

Supplemental disclosures, not a deal change. Urgent.ly and Agero each filed amendments (SC 14D9/A and SC TO-T/A) adding voluntary disclosures to moot shareholder demand letters that alleged the original Schedule 14D-9 omitted material information. The $5.50 per share offer, the majority tender condition, and the July 31, 2026 outside date are all unchanged. The tender-arb setup is the same as before.

That said, the new disclosures contain three pieces of color worth flagging.

The board shopped the company hard. Between February and November 2025, the Transaction Committee evaluated, contacted, or received inbound interest from 34 parties, signed confidentiality agreements with 32 of them (4 with standstills, 28 without — none with "don't ask, don't waive" provisions), and received three preliminary, non-binding term sheets. That is a thorough canvass for a $12 million equity check, and it reinforces the view that $5.50 is close to the real ceiling a buyer was willing to pay.

The standalone alternative looked grim. The filings disclose a previously non-public "Alternative October 2025 Forecast" prepared for a refinancing or recapitalization scenario. It assumed a cash infusion of more than $40 million and a debt equitization that would have left existing stockholders with "little or no residual value." The revenue and EBITDA build (in $ millions):

Fiscal Year	2025	2026	2027	2028	2029
Revenue	129.1	153.2	184.9	228.0	267.5
EBITDA	(3.3)	5.8	12.4	22.8	30.8

The board explicitly did not rely on this forecast and calls it "not a reasonable projection." The practical message for common holders is blunt: the realistic alternative to accepting Agero's bid was massive dilution or a bankruptcy in which equity was expected to receive nothing. That reframes the 2% spread — the downside if this deal breaks is not a retreat to the unaffected price, it is somewhere materially lower.

Advisor fees tell you where the incentives sit. Pericles Capital Advisors is entitled to roughly $4.31 million, fully contingent on closing. Alchemy Advisors has been paid $90,000 in retainers since June 2024 and is owed a $350,000 success fee, also contingent. Pericles's DCF used discount rates of 14.5% to 16.5%, a 10.3x terminal multiple on 2029E EBITDA, and a 3.5% perpetuity growth rate — standard parameters, disclosed now to head off complaints that the original 14D-9 was too thin.

Net-net: nothing here changes the tender-arb decision. For holders already in the position, the case for tendering into $5.50 per share remains straightforward. The new disclosures mostly reinforce the original thesis — the company ran a real process, the standalone path was ugly, and the deal is a clean best-available outcome.