SCHEDULE: Mithaq Capital Reduces Urgent.ly Stake Below 5%

Sentiment:

Beneficial Ownership Amendment


Mithaq Capital SPC and its associated individuals have reduced their beneficial ownership in Urgent.ly Inc. to 4.5% following a reverse stock split and share disposals.

Worse than expectedThe Reporting Persons' ownership decreased from an implied higher percentage (before the reverse stock split and additional share issuance) to 4.5%, falling below the 5% reporting threshold.The disposal of 752 shares after the reverse stock split indicates a further reduction in their position, which can be interpreted as a negative signal from a significant investor.

Summary

  • Mithaq Capital SPC, Turki Saleh A. Alrajhi, and Muhammad Asif Seemab (the "Reporting Persons") have filed an Amendment No. 1 to their Schedule 13G for Urgent.ly Inc.
  • The Reporting Persons' beneficial ownership in Urgent.ly Inc. has decreased to 98,734 shares of Common Stock, representing 4.5% of the outstanding class.
  • This change follows a 12:1 reverse stock split by Urgent.ly Inc. that became effective on March 13, 2025, which adjusted their previous holding of 1,193,839 shares to 99,486 shares.
  • Since March 2025, the Reporting Persons further disposed of 752 shares.
  • Urgent.ly Inc. had 2,180,417 shares outstanding as of November 6, 2025, based on its November 17, 2026 proxy statement.
  • As their ownership is now below the 5% threshold, the Reporting Persons are no longer subject to further Schedule 13G reporting unless their ownership increases to 5% or greater.

Sentiment

Score: 4

Explanation: The filing indicates a reduction in a significant investor's stake in Urgent.ly Inc. to below the 5% reporting threshold. While this is a compliance filing, the reduction in ownership, especially after a reverse stock split and further disposals, could be interpreted as a slightly negative signal regarding the investor's long-term conviction in the company.

Positives

  • For the Reporting Persons, reducing their stake below 5% means they are no longer subject to ongoing Schedule 13G reporting requirements, which reduces administrative burden.

Negatives

  • For the Reporting Persons, the reduction in ownership signifies a decreased stake in Urgent.ly Inc.
  • For Urgent.ly Inc., the disposal of shares by a significant holder could be perceived negatively by some investors, potentially indicating a lack of confidence, although the filing does not state the reason for disposal.

Risks

  • The Reporting Persons would be subject to renewed Schedule 13G reporting requirements if they acquire additional shares that increase their ownership to 5% or greater of Urgent.ly Inc.'s outstanding shares.

Future Outlook

This filing does not contain any forward-looking statements or guidance from Urgent.ly Inc. or the Reporting Persons regarding the company's future performance.

Industry Context

This filing is a routine disclosure of changes in beneficial ownership by an institutional investor and does not provide specific industry context or analysis of broader industry trends.

Stakeholder Impact

  • Shareholders: Existing shareholders might view the reduction in a significant investor's stake as a potential negative signal, though the immediate impact is likely minor given it is a compliance filing.
  • Reporting Persons: Mithaq Capital SPC, Turki Saleh A. Alrajhi, and Muhammad Asif Seemab will have reduced administrative burden due to no longer being subject to Schedule 13G reporting unless their stake increases.

Next Steps

  • The Reporting Persons are not subject to further Schedule 13G reporting unless they acquire additional shares that increase their ownership to 5% or greater of Urgent.ly Inc.'s outstanding shares.

Key Dates

DateDescription
October 30, 2023Original Schedule 13G filed by the Reporting Persons.
March 13, 2025Urgent.ly Inc.'s 12:1 reverse stock split became effective.
November 6, 2025Date as of which Urgent.ly Inc. had 2,180,417 shares outstanding.
November 15, 2025Date of event which required the filing of this statement (ownership fell below 5%).
January 28, 2026Date of signing for this Amendment No. 1 to Schedule 13G.
November 17, 2026Date of Urgent.ly Inc.'s proxy statement referenced in the filing.

Recommendation

hold

This filing is a routine compliance update regarding a change in beneficial ownership, specifically a reduction below the 5% reporting threshold. It does not provide fundamental financial or operational information about Urgent.ly Inc. that would warrant a 'buy' or 'sell' recommendation. The reduction in stake by a significant holder could be interpreted in various ways, but without further context on the company's performance or the investor's rationale, a 'hold' recommendation is appropriate as it doesn't present new information that fundamentally alters the investment thesis.

Keywords

Urgent.ly Inc., Mithaq Capital SPC, Schedule 13G, beneficial ownership, common stock, reverse stock split, share disposal, SEC filing, institutional ownership, equity stake

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