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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, par value $0.001 per share (Title of Class of Securities) |
916931207 (CUSIP Number) |
08/29/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 916931207 |
| 1 | Names of Reporting Persons
Iron Gate Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. | 916931207 |
| 1 | Names of Reporting Persons
Doug Fahoury | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
235.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.01 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. | 916931207 |
| 1 | Names of Reporting Persons
Ryan Pollock | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,885.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.36 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Urgent.ly Inc. | |
| (b) | Address of issuer's principal executive offices:
44927 George Washington Blvd, Ste 265, Office 209, Ashburn, VA 20147 | |
| Item 2. | ||
| (a) | Name of person filing:
(1) Iron Gate Management LLC ("Iron Gate Management");
(2) Ryan Pollock; and
(3) Doug Fahoury (collectively, the "Reporting Persons").
This Schedule 13G/A is being filed as an amendment ("Amendment No. 1") to the statement on Schedule 13G filed with the Securities and Exchange Commission ("SEC") on behalf of the Reporting Persons with respect to the common stock, $0.001 par value per share ("Common Stock") of Urgent.ly Inc. (the "Issuer") on February 14, 2024 (the "Schedule 13G"), pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, to amend and supplement certain information set forth below in the items indicated. All capitalized terms used in this Amendment No. 1 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13G. Iron Gate Management is the manager of Iron Gate Urgently LLC ("Iron Gate Urgently"). Ryan Pollock and Doug Fahoury are members of the managing committee of Iron Gate Management.
The Reporting Persons are filing this Amendment No. 1 to report (i) the distribution of shares of Common Stock by Iron Gate Urgently on a pro rata basis to its members or their permitted transferees, including to Ryan Pollock and Doug Fahoury, and (ii) that the Reporting Persons ceased to beneficially own more than five percent of the class of Common Stock. | |
| (b) | Address or principal business office or, if none, residence:
The address of each of the Reporting Persons is:
842 W. South Boulder Road, Suite 200
Louisville, Colorado 80027 | |
| (c) | Citizenship:
(1) Delaware
(2) USA
(3) USA | |
| (d) | Title of class of securities:
Common stock, par value $0.001 per share | |
| (e) | CUSIP No.:
916931207 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See responses to Item 9 on each cover page.
The responses to Items 5-11 of the cover pages of this Schedule 13G/A are incorporated herein by reference.
On August 29, 2025, Iron Gate Urgently consummated a pro rata distribution of 76,735 shares of Common Stock to its members (the "Distribution"), representing all of the shares of Common Stock held by Iron Gate Urgently. After the Distribution, 7,885 shares of Common Stock are held of record by Ryan Pollock and 235 shares of Common Stock are held of record by Doug Fahoury. Percentage ownership is based on 2,190,945 shares of Common Stock outstanding as of November 10, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on November 13, 2025. | |
| (b) | Percent of class:
See responses to Item 11 on each cover page. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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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