Form SCHEDULE 13G/A Urgent.ly Inc. Filed by: Mithaq Capital SPC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Urgent.ly Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
916931108 (CUSIP Number) |
11/15/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
|
| CUSIP No. | 916931108 |
| 1 | Names of Reporting Persons
Mithaq Capital SPC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
98,734.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. | 916931108 |
| 1 | Names of Reporting Persons
Turki Saleh A. Alrajhi | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SAUDI ARABIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
98,734.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. | 916931108 |
| 1 | Names of Reporting Persons
Muhammad Asif Seemab | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
PAKISTAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
98,734.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Urgent.ly Inc. | |
| (b) | Address of issuer's principal executive offices:
8609 Westwood Center Drive, Suite 810, Vienna , VA, 22182. | |
| Item 2. | ||
| (a) | Name of person filing:
This Amendment No. 1 amends the Schedule 13G filed on October 30, 2023 (the "Original Schedule 13G"). This statement of beneficial ownership on Schedule 13G relates to the Common Shares ("Shares") of Urgent.ly Inc. (the "Issuer") beneficially owned by Mithaq Capital SPC, Turki Saleh A. AlRajhi and Muhammad Asif Seemab (the "Reporting Persons"). The Issuer undertook a 12:1 reverse stock split, which was effective on March 13, 2025. As a result of the reverse stock split, the Reporting Persons' ownership changed to 99,486 Shares from 1,193,839 Shares. Since March, the Reporting Persons disposed of 752 Shares and the Issuer issued additional shares. Based on the Issuer's November 17, 2026 proxy statement, the Issuer had 2,180,417 shares outstanding as of November 6, 2025. Accordingly, the Reporting Persons' percentage ownership is 4.5%, and therefore the Reporting Persons are not subject to further reporting on Schedule 13G unless the Reporting Persons acquire additional Shares that increase their ownership to 5% or greater of the outstanding Shares. Unless specifically amended hereby, the disclosures and statements set forth in the Original Schedule 13G remain unchanged. Capitalized terms used but not otherwise defined herein have the meanings given to them in the Original Schedule 13G. | |
| (b) | Address or principal business office or, if none, residence:
See Original Schedule 13G. | |
| (c) | Citizenship:
See Original Schedule 13G. | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
916931108 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Reporting Person: Mithaq Capital SPC: 98,734
Reporting Person: Turki Saleh A. AlRajhi: 98,734
Reporting Person: Muhammad Asif Seemab: 98,734 | |
| (b) | Percent of class:
Reporting Person: Mithaq Capital SPC: 4.5%
Reporting Person: Turki Saleh A. AlRajhi: 4.5%
Reporting Person: Muhammad Asif Seemab: 4.5% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Reporting Person: Mithaq Capital SPC: 98,734
Reporting Person: Turki Saleh A. AlRajhi: 0
Reporting Person: Muhammad Asif Seemab: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Reporting Person: Mithaq Capital SPC: 0
Reporting Person: Turki Saleh A. AlRajhi: 98,734
Reporting Person: Muhammad Asif Seemab: 98,734 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Reporting Person: Mithaq Capital SPC: 98,734
Reporting Person: Turki Saleh A. AlRajhi: 0
Reporting Person: Muhammad Asif Seemab: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Reporting Person: Mithaq Capital SPC: 0
Reporting Person: Turki Saleh A. AlRajhi: 98,734
Reporting Person: Muhammad Asif Seemab: 98,734 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Ownership of 5 percent or less of a class
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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