What changed in this filing

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Item 1. Financial Statements

2021-08-11 compared with 2021-06-03 · 317 added, 454 removed, 386 unchanged (67% of the section changed)

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BALANCE SHEETS

March 31, 2021

Current assets:

Prepaid expenses

Other current assets

Prepaid expenses and other current assets

Total Current Assets

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$ 116,067,608

Liabilities and Stockholders’

Liabilities and Stockholders’ Equity:

Current liabilities:

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Other accrued liabilities

Current Liabilities

Total Current Liabilities

Deferred underwriting commissions in connection with initial public offering

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50,000,000 shares authorized;

9,983,195 and 9,784,208 shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively

Stockholders’

9,678,938 and 9,784,208 shares subject to possible redemption at $ 10.00 per share as of June 30, 2021 and December 31, 2020, respectively

Stockholders’ Equity:

Preferred stock, $ 0.0001 par value;

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50,000,000 shares authorized;

1,516,805 and 1,715,792 shares issued and outstanding (excluding 9,983,195 and 9,784,208 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively

1,821,062 and 1,715,792 shares issued and outstanding (excluding 9,678,938 and 9,784,208 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively

Class B common stock, $ 0.0001 par value;

12,500,000 shares authorized;

2,875,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020

2,875,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020

Additional paid-in capital

Accumulated deficit

Total Stockholders’

Total Liabilities and Stockholders’

( 5,276,232 )

( 4,223,533 )

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

$ 115,464,516

$ 116,067,608

The accompanying notes

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UNAUDITED CONDENSED CONSOLIDATED

STATEMENT OF OPERATIONS

For the Three Months

Ended March 31, 2021

STATEMENTS OF OPERATIONS

Six Months Ended

General and administrative expenses

Loss from operations

Other income:

Interest earned on marketable securities held in Trust Account

Other income (expense):

Interest earned on investments held in Trust Account

Change in fair value of warrant liabilities

Total other income

( 2,801,332 )

Total other income (expense)

( 2,797,222 )

$ ( 3,042,567 )

$ ( 1,052,699 )

Weighted average number of Class A common shares outstanding, basic and diluted

Basic and diluted net income per Class A common share

Basic and diluted net income (loss) per Class A common share

Weighted average number of Class B common shares outstanding, basic and diluted

Basic and diluted net income per Class B common share

Basic and diluted net loss per Class B common share

The accompanying notes

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UNAUDITED CONDENSED

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’

For the Three Months

Ended March 31, 2021

Stockholders’

Balance –

December 31, 2020

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three and Six

Months Ended June 30, 2021

Stockholders ’

Balance – December 31, 2020

$ ( 4,223,533 )

Class A common shares subject to possible redemption

Balance –

March 31, 2021

( 1,989,850 )

( 1,989,870 )

Balance – March 31, 2021

( 2,233,665 )

Class A common shares subject to possible redemption

( 3,042,567 )

Balance – June 30, 2021

$ ( 5,276,232 )

The accompanying notes are an integral part of these unaudited condensed

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CONSOLIDATED STATEMENT OF CASH FLOWS

For the Three Months

Ended March 31, 2021

For the Six Months

Ended June 30, 2021

Cash flows from operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Interest earned on marketable securities held in Trust Account

$ ( 1,052,699 )

Adjustments to reconcile net loss to net cash used in operating activities:

Interest earned on investments held in Trust Account

Change in fair value of warrant liabilities

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Prepaid expenses

Other current assets

Accounts payable

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Change in value of Class A common shares subject to possible redemption

$ ( 1,052,700 )

The accompanying notes

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 –

Description of Organization

Note 1 – Description of Organization

and Business Operations

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Motion Acquisition Corp.

(the “Company”)

was incorporated as a Delaware corporation on August 11, 2020.

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The Company has neither engaged in any operations nor generated revenue to date.

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of its initial public offering of units (the “Initial Public Offering”),

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of its initial public offering of units (the “Initial Public Offering”),

although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward completing a

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Sponsor and Financing

The Company’s sponsor is Motion Acquisition

LLC, a Delaware limited liability company (the “Sponsor”).

The registration statement for the Company’s Initial

The Company’s sponsor is Motion Acquisition

LLC, a Delaware limited liability company (the “Sponsor”).

The registration statement for the Company’s Initial

Public Offering was declared effective on October 14, 2020.

On October 19, 2020, the Company consummated its Initial Public

Offering of 11,500,000 units (the “Units”

and, with respect to the Class A common stock included in the Units

being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $115.0 million, and incurring

offering costs of approximately $6.7 million, inclusive of $4.0 million in deferred underwriting commissions (Note 3).

Offering of 11,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units,

the “Public Shares” and with respect to the warrants included in the Units, the “Public Warrants”) at $ 10.00 per

Unit, generating gross proceeds of $ 115.0 million, and incurring offering costs of approximately $ 6.7 million, inclusive of

$ 4.0 million in deferred underwriting commissions (Note 3).

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the private placement (“Private Placement”) of 2,533,333 warrants (each,

a “Private Placement Warrant”

and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private

Public Offering, the Company consummated the private placement (“Private Placement”) of 2,533,333 warrants (each,

a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $ 1.50 per Private

Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $ 3.8 million (Note 4).

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the Private Placement, $ 115.0 million ($ 10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and

Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in

the United States with Continental Stock Transfer & Trust Company acting as trustee.

The proceeds held in the Trust Account will either

be held as cash or invested only in U.S.

“government securities,”

within the meaning set forth in Section 2(a)(16) of the

Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under the Investment

Company Act, which invest only in direct U.S.

The proceeds held in the Trust Account are invested

“government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with

a maturity of 185 days or less, or in money market funds meeting certain conditions under the Investment Company Act, which invest only

in direct U.S.

government treasury obligations, as determined by the Company, until the earlier of:

the completion of a business combination and (ii) the distribution of the Trust Account as described below.

(i) the completion of a business combination

and (ii) the distribution of the Trust Account as described below.

Pursuant to stock exchange listing rules, the

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voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required

to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

The Company’s amended and restated certificate

to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

The Company’s amended and restated certificate

of incorporation provides that, other than the withdrawal of interest earned on the funds that may be released to the Company to pay taxes,

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(i) the completion of the business combination;

the redemption of any of Public Shares to its holders (the “Public Stockholders”) properly tendered in connection with a stockholder

vote to amend certain provisions of the Company’s amended and restated certificate of incorporation prior to an initial business

the redemption of any of Public Shares to its holders (the “Public Stockholders”) properly tendered in connection with a stockholder

vote to amend certain provisions of the Company’s amended and restated certificate of incorporation prior to an initial business

combination and (iii) the redemption of 100 % of the Public Shares if the Company does not complete a business combination within 24 months

from the closing of the Initial Public Offering.

from the closing of the Initial Public Offering (such 24 month period, the “Combination Period”).

Proposed Business Combination

On March 8, 2021, the Company entered into a merger

agreement (the “Merger Agreement”) with Ambulnz, Inc.

dba DocGo (“DocGo”) pursuant to which DocGo would merge

with a newly incorporated subsidiary (“Merger Sub”) of the Company (the “Merger”), with DocGo being the surviving

agreement (the “Merger Agreement”) with Ambulnz, Inc.

dba DocGo (“DocGo”) pursuant to which DocGo would merge

with a newly incorporated subsidiary (“Merger Sub”) of the Company (the “Merger”), with DocGo being the surviving

entity of the Merger and becoming a wholly-owned subsidiary of the Company.

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Upon consummation of the Merger, DocGo stockholders

will receive 83,600,000 shares of the Company’s Class A common stock as consideration and up to 5,000,000 additional shares of the

Company’s Class A common stock as earn-out consideration issuable in the future upon attainment of certain specified stock price

will receive 83,600,000 shares of the Company’s Class A common stock as consideration and up to 5,000,000 additional shares of the

Company’s Class A common stock as earn-out consideration issuable in the future upon attainment of certain specified stock price

In addition, substantially concurrently with, and contingent upon, the consummation of the Merger, 12,500,000 shares of the

Company’s Class A common stock will be purchased at a price of $10.00 per share by certain third-party investors (collectively,

the “PIPE Investors”), for a total aggregate purchase price of $125,000,000 (the “PIPE Investment”).

of the PIPE Investment, together with the amounts remaining in the Company’s trust account will be retained by DocGo upon the consummation

of the Merger.

Refer to the Company’s Annual Report on

Form 10-K/A as filed with the Securities and Exchange Commission (“SEC”) on May 28, 2021 for additional information on

the proposed Merger with DocGo and the associated PIPE Investment.

Company’s Class A common stock will be purchased at a price of $ 10.00 per share by certain third-party investors (collectively,

the “PIPE Investors”), for a total aggregate purchase price of $ 125,000,000 (the “PIPE Investment”).

effect to placement agents’ fees in the aggregate amount of $ 4,375,000 , the net proceeds of the PIPE Investment of $ 120,625,000 ,

together with the amounts remaining in the Company’s trust account, will be retained by DocGo upon the consummation of the Merger.

Liquidity and Capital Resources

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the realization of assets and satisfaction of liabilities in the normal course of business.

As of March 31, 2021, the Company

had approximately $499,000 of cash in its operating account and approximately $539,000 of working capital.

As of June 30, 2021, the Company had

approximately $ 234,000 of cash in its operating account and approximately $ 293,000 of working capital.

Until the time of the

Company’s Initial Public Offering on October 19, 2020, the Company’s liquidity needs were satisfied through a payment of $25,000

from the Company’s Chief Executive Officer to fund certain offering costs in exchange for the issuance of the Founder Shares

Company’s Initial Public Offering on October 19, 2020, the Company’s liquidity needs were satisfied through a payment of $ 25,000

from the Company’s Chief Executive Officer to fund certain offering costs in exchange for the issuance of the Founder Shares

(as defined below) to the Sponsor, and advances to the Company from the Sponsor of approximately $ 71,000 under a related party note payable

(the “Note Payable”) (see Note 4) to pay for other offering costs in connection with the Initial Public Offering.

to October 19, 2020 through March 31, 2021, the liquidity needs have been satisfied from the net proceeds of the consummation of the Private

(the “Note Payable”) (see Note 4) to pay for other offering costs in connection with the Initial Public Offering.

to October 19, 2020 through June 30, 2021, the liquidity needs have been satisfied from the net proceeds of the consummation of the Private

Placement not held in the Trust Account.

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In addition, in order to finance

transaction costs in connection with a business combination, the Company’s officers, directors and initial stockholders may, but

are not obligated to, provide the Company Working Capital Loans (see Note 4).

transaction costs in connection with a business combination, the Company’s officers, directors and initial stockholders may, but

are not obligated to, provide the Company Working Capital Loans (as defined in Note 4).

To date, no Working Capital Loans have been made.

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existing accounts payable and to consummate our initial business combination.

Note 2 –

Basis of Presentation and Significant

Note 2 – Basis of Presentation and Significant

Accounting Policies

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dollars in conformity with accounting principles generally accepted

in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC.

they do not include all of the information and footnotes required by GAAP.

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balances and results for the period presented.

Operating results for the three months ended March 31, 2021 are not necessarily indicative

of the results that may be expected for the full year ending December 31, 2021.

Operating results for the three and six month periods ended June 30, 2021 are not necessarily

indicative of the results that may be expected for the full year ending December 31, 2021.

The accompanying unaudited

condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included

in the Company’s Annual Report on Form 10K/A filed with the SEC on May 28, 2021.

Emerging Growth Company

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart

our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart

our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being

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as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company

nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential

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The unaudited condensed consolidated financial

statements include the accounts of the Company and its wholly owned subsidiary, Merger Sub, as of March 31, 2021.

statements include the accounts of the Company and its wholly owned subsidiary, Merger Sub, as of June 30, 2021.

Merger Sub had no assets

or liabilities as of March 31, 2021.

or liabilities as of June 30, 2021.

All significant inter-company transactions and balances have been eliminated in consolidation.

Investments Held in the Trust Account

The Company’s portfolio of investments held

in the Trust Account is comprised of U.S.

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Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S.

government securities, or a

combination thereof.

The Company’s investments held in the Trust Account are classified as trading securities.

Trading securities

are presented on the unaudited condensed consolidated balance sheets at fair value at the end of each reporting period.

Gains and losses

resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying

unaudited condensed consolidated statement of operations.

The estimated fair values of investments held in the Trust Account are determined

using available market information.

government securities and generally

have a readily determinable fair value, or a combination thereof.

When the Company's investments held in the Trust Account are comprised

government securities, the investments are classified as trading securities.

When the Company's investments held in the Trust

Account are comprised of money market funds, the investments are recognized at fair value.

Trading securities and investments in money

market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period.

Gains and losses resulting

from the change in fair value of these securities is included in income on investments held in Trust Account in the accompanying unaudited

condensed consolidated statement of operations.

The estimated fair values of investments held in the Trust Account are determined using

available market information.

Warrant Liabilities

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as liabilities or as equity, is reassessed at the end of each reporting period.

The Company accounts for its 6,366,666 common

stock warrants issued in connection with its initial public offering (3,833,333) and Private Placement (2,533,333) as derivative warrant

liabilities in accordance with ASC 815-40.

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and

adjusts the instruments to fair value at each reporting period.

The liabilities are subject to remeasurement at each balance sheet date

until exercised, and any change in fair value is recognized in the Company’s condensed consolidated statement of operations.

The Company accounts for its 6,366,666 warrants

issued in connection with its Initial Public Offering ( 3,833,333 Public Warrants) and Private Placement ( 2,533,333 Private Placement Warrants)

as derivative warrant liabilities in accordance with ASC 815-40.

Accordingly, the Company recognizes the warrant instruments as liabilities

at fair value and adjusts the instruments to fair value at each reporting period.

The liabilities are subject to remeasurement at each

balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed consolidated statement

of operations.

Fair Value of Financial Instruments

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lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

These tiers consist of:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

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categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of March 31, 2021 and December 31,

2020, the carrying values of cash, accounts payable, accrued expenses and franchise tax payable approximate their fair values due to the

short-term nature of the instruments.

The Company’s investments held in Trust Account are comprised of investments in U.S.

Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S.

securities and are recognized at fair value.

The fair value of investments held in Trust Account is determined using quoted prices

in active markets.

As of June 30, 2021 and December 31, 2020,

the carrying values of cash, accounts payable, accrued expenses and franchise tax payable approximate their fair values due to the short-term

nature of the instruments.

The Company’s investments held in Trust Account are comprised of investments in U.S.

Treasury securities

with an original maturity of 185 days or less or investments in money market funds that comprise only U.S.

treasury securities and are

recognized at fair value.

The fair value of investments held in Trust Account is determined using quoted prices in active markets.

The fair value of Public Warrants and Private

Placement Warrants was determined using a Monte Carlo simulation at December 31, 2020, and was determined by reference to the quoted price

of the Public Warrants on the Nasdaq Stock Market at March 31, 2021.

Placement Warrants at December 31, 2020 was determined using a Monte Carlo simulation, and at June 30, 2021 was determined by reference

to the quoted price of the Public Warrants on the Nasdaq Stock Market.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting,

underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering.

costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis,

compared to total proceeds received.

Offering costs associated with warrant liabilities were expensed as incurred and presented as

non-operating expenses in the statement of operations.

Offering costs associated with the Class A common stock were charged

to stockholders’

Offering costs consisted of legal, accounting, underwriting fees and

other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering.

Offering costs

are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared

to total proceeds received.

Offering costs associated with warrant liabilities were expensed as incurred and presented as non-operating

expenses in the statement of operations.

Offering costs associated with the Class A common stock were charged to stockholders’

equity upon the completion of the Initial Public Offering.

The Company classifies deferred underwriting commissions as non-current liabilities

as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible

redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A

common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.

conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either

within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s

control) are classified as temporary equity.

At all other times, shares of Class A common stock are classified as stockholders’

The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s

control and subject to the occurrence of uncertain future events.

Accordingly, at June 30, 2021 and December 31, 2020, 9,678,938

and 9,784,208 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’

equity section of the Company’s consolidated condensed balance sheets.

Net Income (Loss) Per Share of Common Stock

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outstanding during the periods.

The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private

Placement to purchase an aggregate of 6,366,666 shares of Class A common stock at an exercise price of $11.50 per share in the

calculation of diluted earnings per share, because their inclusion would be anti-dilutive under the treasury stock method.

diluted earnings per share is the same as basic earnings per share for the periods presented.

In accordance with FASB ASC 260, “Earnings

Per Share”

(“ASC 260”), shares of Class A common stock are treated as participating securities because such shares are

entitled to a pro rata share of undistributed trust earnings but do not otherwise share in the Company’s net income or loss.

Consequently,

net income (loss) per share is calculated using the two-class method prescribed by ASC 260.

Pursuant to this method, net income per share

for Class A common stock is calculated by dividing the undistributed investment income earned on assets held in the Trust Account by the

weighted average number of Class A shares outstanding since original issuance, and net income (loss) per share for Class B common stock

is calculated by dividing the net income (loss), adjusted for income allocated to the Class A shares, by the weighted average number of

Class B shares outstanding during the period.

The following table reflects the calculation of

basic and diluted net income (loss) per share:

The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the

Initial Public Offering and Private Placement since the exercise of the warrants and the conversion of the rights into shares of common

stock is contingent upon the occurrence of future events.

In accordance with FASB ASC 260, “Earnings

Per Share” (“ASC 260”), shares of Class A common stock are treated as participating securities because such shares are

entitled to a pro rata share of trust earnings net of income tax and franchise tax expense, but do not otherwise share in the Company’s

net income or loss.

Consequently, net income (loss) per share is calculated using the two-class method prescribed by ASC 260.

to this method, net income per share for Class A common stock is calculated by dividing the investment income earned on assets held in

the Trust Account net of income and franchise taxes expense, by the weighted average number of Class A shares outstanding since original

issuance, and net income (loss) per share for Class B common stock is calculated by dividing the net income (loss), adjusted for investment

income allocated to the Class A shares net of taxes, by the weighted average number of Class B shares outstanding during the period.

all periods presented, franchise tax expense exceeded trust investment income, so no net income was allocable to the Class A common shares.

The following table reflects the calculation of basic

and diluted net income (loss) per share:

Class A common stock

Income attributable to Class A common stock

Undistributed investment income earned on marketable securities held in Trust Account

Investment income earned on marketable securities held in Trust Account

Less applicable Delaware franchise tax expense

Investment income attributable to Class A common stock

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Class B common stock

Net income minus undistributed investment income

Net loss excluding investment income attributable to Class A shares

$ ( 3,042,567 )

$ ( 1,052,699 )

Investment income attributable to Class A common stock

Net income applicable to Class B common stock

Net loss applicable to Class B common stock

$ ( 3,042,567 )

$ ( 1,052,699 )

Weighted average Class B common shares outstanding

Divided by basic and diluted weighted average shares outstanding, Class B common stock

Basic and diluted net income per share, Class B common Stock

Basic and diluted net loss per share, Class B common stock

The Company follows the asset and liability method

of accounting for income taxes under FASB ASC 740, “Income Taxes”

(“ASC 740”).

of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”).

Deferred tax assets and liabilities

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Because the future realization of tax benefits is not considered to be more likely than

not, the Company provided a full valuation allowance for the deferred tax assets at March 31, 2021 and December 31, 2020.

not, the Company provided a full valuation allowance for the deferred tax assets at June 30, 2021 and December 31, 2020.

ASC 740 prescribes a recognition threshold and

a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of June 30, 2021 or December 31, 2020.

The Company recognizes accrued interest and penalties

related to unrecognized tax benefits as income tax expense.

No amounts were accrued for the payment of interest and penalties as of June

30, 2021 and December 31, 2020.

The Company is currently not aware of any issues under review that could result in significant payments,

accruals or material deviation from its position.

The Company is subject to income tax examinations by major taxing authorities since

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2020-06, Debt –

Debt with Conversion and

Other Options (Subtopic 470-20) and Derivatives and Hedging –

Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies

accounting for convertible instruments by removing major separation models required under current GAAP.

This ASU also removes certain

settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies

the diluted earnings per share calculation in certain areas.

Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2020-06, Debt – Debt with Conversion and

Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40):

for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting

for convertible instruments by removing major separation models required under current GAAP.

This ASU also removes certain settlement

conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted

earnings per share calculation in certain areas.

The Company adopted ASU 2020-06 on January 1, 2021.

Adoption of the ASU

did not impact the Company’s financial position, results of operations or cash flows.

The Company’s management does not believe that

any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying

Adoption of the ASU did not impact

the Company’s financial position, results of operations or cash flows.

The Company’s management does not believe

that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying

financial statements.

Note 3 –

Initial Public Offering

Note 3 – Initial Public Offering

On October 19, 2020, the Company consummated

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sale of the Units in the Initial Public Offering and the Private Placement Warrants in the Private Placement were placed in the Trust

Each Unit consists of one of the Company’s

shares of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant (the “Public Warrants”

collectively with the Private Placement Warrants, the “Warrants”).

Each whole Public Warrant entitles the holder to purchase

one share of Class A common stock at a price of $11.50 per share, subject to adjustment under certain circumstances.

Note 4 –

Related Party Transactions

Each Unit consists of one of the Company’s

shares of Class A common stock, $ 0.0001 par value, and one-third of one Public Warrant.

Each whole Public Warrant entitles the holder

to purchase one share of Class A common stock at a price of $ 11.50 per share, subject to adjustment under certain circumstances.

Note 4 – Related Party Transactions

Founder Shares

On August 12, 2020, the Company’s Chief

Executive Officer paid for certain offering costs for an aggregate price of $ 25,000 in exchange for issuance of 3,737,500 shares

of Class B common stock, par value $0.0001 per share (the “Founder Shares”), issued to the Sponsor.

October 14, 2020, the Sponsor effected a surrender of 431,250 Class B common shares to the Company for no consideration, resulting in

a decrease in the total number of Class B common shares outstanding from 3,737,500 to 3,306,250 .

of Class B common stock, par value $ 0.0001 per share (the “Founder Shares”), issued to the Sponsor.

October 14, 2020, the Sponsor effected a surrender of 431,250 Founder Shares to the Company for no consideration, resulting in a decrease

in the total number of shares of Class B common stock outstanding from 3,737,500 to 3,306,250 .

All shares and associated amounts

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On November 16, 2020, the underwriter advised the Company that it would not

exercise its over-allotment option to purchase additional shares, and consequently 431,250 Class B common shares were forfeited, resulting

in a decrease in the total number of Class B common shares outstanding from 3,306,250 to 2,875,000 such

that the Founder Shares represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering .

exercise its over-allotment option to purchase additional shares, and consequently 431,250 Founder Shares were forfeited, resulting in

a decrease in the total number of shares of Class B common stock outstanding from 3,306,250 to 2,875,000 such

that the Founder Shares represent 20.0 % of the Company’s issued and outstanding shares after the Initial Public Offering .

The Sponsor has agreed, subject to limited exceptions,

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(y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction

that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities

or other property.

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Public Offering, the Sponsor purchased an aggregate of 2,533,333 Private Placement Warrants at a price of $ 1.50 per Private Placement

Warrants, generating gross proceeds of $3.8 million in the Private Placement.

Warrant, generating gross proceeds of $ 3.8 million in the Private Placement.

Each Private Placement Warrant is exercisable

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A portion of the proceeds from the

sale of the Private Placement Warrants was added to the net proceeds from the Initial Public Offering to be held in the Trust Account.

If the Company does not complete a business combination within the Combination Period, the Private Placement Warrants will expire worthless.

The Private Placement Warrants will be non-redeemable for cash (subject to certain exceptions) and exercisable on a cashless basis

so long as they are held by the Sponsor or its permitted transferees.

sale of the Private Placement Warrants was added to the net proceeds from the Initial Public Offering held in the Trust Account.

Company does not complete a business combination within the Combination Period, the Private Placement Warrants will expire worthless.

The Private Placement Warrants are non-redeemable for cash (subject to certain exceptions) and exercisable on a cashless basis so

long as they are held by the Sponsor or its permitted transferees.

The Private Placement Warrants (and the Class

A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days

after the completion of the initial business combination (subject to certain exceptions).

A common stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after

the completion of the initial business combination (subject to certain exceptions).

Related Party Loans

On August 18, 2020, the Sponsor agreed to loan

the Company up to an aggregate of $150,000 pursuant to an unsecured Note Payable to cover expenses related to the Initial Public Offering.

the Company up to $ 150,000 pursuant to an unsecured Note Payable to cover expenses related to the Initial Public Offering, pursuant to

which the Company borrowed approximately $ 71,000 .

This loan was payable without interest upon the completion of the Initial Public Offering.

As of September 30, 2020, the Company borrowed

approximately $71,000 under the Note Payable.

The Company fully repaid the Note Payable on October 19, 2020, and there were no related

party loans outstanding at March 31, 2021 or December 31, 2020.

The Company fully repaid the Note Payable on October 19, 2020, and this credit facility is no longer in effect.

There were no related

party loans outstanding at June 30, 2021 or December 31, 2020.

Working Capital Loans

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or finance transaction costs in connection with an intended initial business combination, the initial stockholders, officers and directors

and their affiliates may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”).

Except as may be precluded by the terms of a business combination definitive agreement, up to $ 1.5 million of such Working Capital

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been determined and no written agreements exist with respect to such loans to date.

No Working Capital Loans were outstanding at March

No Working Capital Loans were outstanding at June

30, 2021 or December 31, 2020.

Note 5 –

Commitments and Contingencies

Note 5 – Commitments and Contingencies

Risks and Uncertainties

Management continues to evaluate the impact of

the COVID-19 pandemic on the healthcare industry, which its target company operates in, and has concluded that while it is reasonably

possible that the virus could have a negative effect on the Company’s financial position and results of its operations, the specific

impact is not readily determinable as of the date of these condensed consolidated financial statements.

The condensed consolidated financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration Rights

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registration demands, that the Company register such securities for sale under the Securities Act.

In addition, Sponsor will have “piggy-back”

registration rights to include their securities in other registration statements filed by the Company.

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the Company completes a business combination, subject to the terms of the underwriting agreement.

Note 6 –

Warrant Liabilities

Other Commitments and Obligations

As of June 30, 2021, the Company did not have

any lease obligations or purchase commitments, and it had no long-term liabilities other than the warrant liabilities of $ 9.5 million

and the deferred underwriting commission of $ 4.0 million that is payable from the Trust Account upon consummating the initial business

In addition, upon consummation of the Merger described herein, the Company would be obligated to pay an M&A advisory

fee to Barclays Capital Markets Inc.

from the Trust Account in the amount of approximately $ 14.2 million.

Note 6 – Warrant Liabilities

Public Warrants may only be exercised for a whole

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that, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it

satisfies the definition of a “covered security”

under Section 18(b)(1) of the Securities Act, the Company may, at its option,

require holders of Public Warrants who exercise their Warrants to do so on a “cashless basis”

in accordance with Section 3(a)(9)

satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option,

require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9)

of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement,

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subdivisions, reorganizations, recapitalizations and the like) (with such issue price or effective issue price to be determined in good

faith by the Company’s board of directors, and in the case of any such issuance to the Company’s initial stockholders, officers,

directors or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued

Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest

faith by the Company’s board of directors, and in the case of any such issuance to the Company’s initial stockholders, officers,

directors or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued

Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest

thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination

(net of redemptions), and (z) the volume weighted average trading price of the Company’s shares of Class A common stock during the

20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such

price, the “Market Value”) is below $9.20 per share, the exercise price of each Warrant will be adjusted (to the nearest cent)

price, the “Market Value”) is below $9.20 per share, the exercise price of each warrant will be adjusted (to the nearest cent)

such that the effective exercise price per full share will be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued

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the Public Warrants, except that (1) the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the

Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a business combination,

subject to certain limited exceptions, (2) the Private Placement Warrants will be non-redeemable (subject to certain exceptions)

and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees and (3) the Sponsor and its permitted

transferees will also have certain registration rights related to the Private Placement Warrants (including the shares of Class A common

stock issuable upon exercise of the Private Placement Warrants).

If the Private Placement Warrants are held by someone other than the

Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders

on the same basis as the Public Warrants.

Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a business combination, subject

to certain limited exceptions, (2) the Private Placement Warrants are non-redeemable (subject to certain exceptions) and exercisable

on a cashless basis so long as they are held by the Sponsor or its permitted transferees and (3) the Sponsor and its permitted transferees

have certain registration rights related to the Private Placement Warrants (including the shares of Class A common stock issuable upon

exercise of the Private Placement Warrants).

If the Private Placement Warrants are held by someone other than the Sponsor or its permitted

transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the

Public Warrants.

Once the warrants become exercisable, the Company

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➤ at a price of $0.01 per warrant;

upon a minimum of 30 days’

➤ upon a minimum of 30 days’

prior written notice of redemption;

if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the Warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders.

➤ if, and only if, the last reported

sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations,

recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the Warrants become exercisable

and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption,

management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,”

as described in the warrant agreement.

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➤ in whole and not in part;

at $0.10 per Warrant upon a minimum of 30 days’

prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value”

of the Company’s Class A common stock;

if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders;

if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above;

if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the initial business combination) issuable upon exercise of the Warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.

The “fair market value”

➤ at $0.10 per warrant upon a

minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless

basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table

based on the redemption date and the “fair market value” of the Company’s Class A common stock;

➤ if, and only if, the last reported

sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends,

reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption

to the warrant holders;

➤ if, and only if, the Private

Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above;

➤ if, and only if, there is an

effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common

stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in

the initial business combination) issuable upon exercise of the warrants and a current prospectus relating thereto available throughout

the 30-day period after written notice of redemption is given.

The “fair market value” of the Class

A common stock for this purpose shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending

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the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they

receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Warrants.

receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.

the warrants may expire worthless.

Note 7 –

Stockholders’

Class A Common Stock —The Company

Note 7 – Stockholders’ Equity

Class A Common Stock —The Company

is authorized to issue 50,000,000 shares of Class A common stock with a par shares value of $ 0.0001 per share.

2021 and December 31, 2020, there were 11,500,000 shares of Class A common stock issued or outstanding.

Of the outstanding shares

of Class A common stock, 9,983,195 and 9,784,208 were subject to possible redemption at March 31, 2021 and December 31,

2020, respectively, and therefore classified outside of permanent equity.

Class B Common Stock —The Company

June 30, 2021 and

December 31, 2020, there were 11,500,000 shares of Class A common stock issued or outstanding.

Of the outstanding shares of

Class A common stock, 9,678,938 and 9,784,208 were subject to possible redemption at June 30, 2021 and December 31, 2020, respectively,

and therefore classified outside of permanent equity.

Class B Common Stock —The Company

is authorized to issue 12,500,000 shares of Class B common stock with a par value of $ 0.0001 per share.

Holders of the Company’s

Class B common stock are entitled to one vote for each share.

On August 13, 2020,

the Company issued 3,737,500 Class B common shares to the Sponsor.

On October 14, 2020, the Sponsor effected a surrender of 431,250 Class

B common shares to the Company for no consideration, resulting in a decrease in the total number of Class B common shares outstanding

from 3,737,500 to 3,306,250.

All shares and associated per share amounts were retroactively restated to reflect this share surrender.

On November 16, 2020, the underwriter advised the Company that it would not exercise its over-allotment option to purchase additional

shares, and consequently 431,250 Class B common shares were forfeited such that

the Founder Shares represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering.

as of March 31, 2021 and December 31, 2020, 2,875,000 shares of Class B common stock were issued and outstanding.

30, 2021 and December 31, 2020, 2,875,000 shares of Class B common stock were issued and outstanding.

The shares of Class B common stock will automatically

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business combination).

Preferred stock —The Company

The Sponsor waived such anti-dilution adjustments in connection with the proposed business

combination with DocGo.

Preferred stock —The Company

is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share.

As of March 31, 2021 and December 31,

As of June 30, 2021 and December 31,

2020, there were no shares of preferred stock issued or outstanding.

Note 8 –

Fair Value Measurements

Note 8 – Fair Value Measurements

The following table presents information about

the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and

December 31, 2020 by level within the fair value hierarchy:

Fair Value Measured as of March 31, 2021

Investments held in Trust Account - U.S.

the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and December 31,

2020 by level within the fair value hierarchy:

Fair Value Measured as of June 30,

Investments held in Trust Account - money market fund holding solely U.S.

Treasury Securities

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to estimate the fair value of the Public Warrants and Private Placement Warrants at December 31, 2020, and used the quoted price

of the Public Warrants on the Nasdaq Stock Market at March 31, 2021 to estimate the fair value of both the Public Warrants and Private

of the Public Warrants on the Nasdaq Stock Market at June 30, 2021 to estimate the fair value of both the Public Warrants and Private

Placement Warrants at that date.

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at the end of the reporting period.

At March 31, 2021, the fair value of the Public Warrant liabilities was reclassified from Level 3

Effective March 31, 2021, the fair value of the Public Warrant liabilities was reclassified from Level

3 to Level 1, and the fair value of the Private Placement Warrants was reclassified from Level 3 to Level 2.

Level 1 assets include investments in money market

funds that invest solely in U.S.

Treasury securities.

The Company uses inputs such as actual trade data, quoted market prices from dealers

or brokers, and other similar sources to determine the fair value of its investments.

The following table presents the changes in the fair value of warrant

liabilities during the three months ended March 31, 2021:

liabilities measured using Level 3 inputs during the six months ended June 30, 2021:

Fair value as of December 31, 2020

Change in fair value recognized in earnings

Fair value as of March 31, 2021

Note 9 –

Subsequent Events

Transfers to Levels 1 and 2

( 5,443,335 )

( 3,597,335 )

( 9,040,670 )

Fair value as of June 30, 2021

Note 9 – Subsequent Events

Management has evaluated subsequent events to

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that would require recognition or disclosure have been recognized or disclosed.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the

“Company,”

“Motion Acquisition Corp.,”

“Motion,”

“our,”

“us”

or “we”

refer to Motion Acquisition Corp.

The following discussion and analysis of the Company’s financial condition and results of operations

should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere

in this report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements that

involve risks and uncertainties.

Cautionary Note Regarding

Forward-Looking Statements

This Quarterly Report

on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section

21E of the Exchange Act.

We have based these forward-looking statements on our current expectations and projections about future events.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual

results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance

or achievements expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking statements by

terminology such as “may,”

“should,”

“could,”

“would,”

“expect,”

“plan,”

“anticipate,”

“believe,”

“estimate,”

“continue,”

or the negative of such terms or other

similar expressions.

Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in

our other SEC filings.

We are a blank check

company incorporated as a Delaware corporation on August 11, 2020 for the purpose of effecting a merger, share exchange, asset acquisition,

stock purchase, reorganization or similar business combination with one or more businesses.

On October 19, 2021, we consummated our Initial

Public Offering, which is summarized in Note 3 to the accompanying unaudited condensed consolidated financial statements and is more fully

described in our Form 10-K/A that was filed with the SEC on May 28, 2021.

As more fully described

in Note 1 to the accompanying unaudited condensed consolidated financial statements, on March 8, 2021, the Company entered into a merger

agreement (the “Merger Agreement”) with Ambulnz, Inc.

dba DocGo (“DocGo”) pursuant to which DocGo would merge

with a newly incorporated subsidiary of the Company (the “Merger”), with DocGo being the surviving entity of the Merger and

becoming a wholly-owned subsidiary of the Company.

The Merger is expected to be consummated following the receipt of required approval

by the stockholders of the Company and DocGo, required regulatory approvals, and the fulfillment of other conditions.

Our amended and restated certificate of incorporation

provides that we have until October 19, 2022 (24 months from the closing of our Initial Public Offering) to complete our initial business

If we are unable to complete our initial business combination within such period and stockholders do not otherwise approve

an amendment to our charter to extend such date, we will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly

as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash,

equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and

not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of

then outstanding Public Shares, which redemption will completely extinguish public stockholders’

rights as stockholders (including

the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject

in the case of clauses (ii) and (iii) to our obligations under Delaware law to provide for claims of creditors and the requirements of

other applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire

worthless if we fail to complete our initial business combination within the 24-month time period.

Liquidity and Capital Resources

As of March 31, 2021,

we had approximately $499,000 of cash in our operating bank account and approximately $539,000 of working capital.

Until the time of our

Initial Public Offering on October 19, 2020, our liquidity needs were satisfied through a payment of $25,000 from our Chief Executive

Officer to fund certain offering costs in exchange for the issuance of the Founder Shares (as defined below) to our Sponsor, and

advances to us from our Sponsor of approximately $71,000 under a related party note payable to pay for other offering costs in connection

with the Initial Public Offering.

Subsequent to October 19, 2020 through March 31, 2021, our liquidity needs have been satisfied from

the net proceeds of the consummation of the Private Placement not held in the Trust Account.

We fully repaid the note payable on October

In addition, in order to finance transaction costs in connection with a business combination, our officers, directors and initial

stockholders may, but are not obligated to, provide us with Working Capital Loans.

As of March 31, 2021, there were no Working Capital

Loans outstanding.

Based on the foregoing,

our management believes that we will have sufficient working capital and borrowing capacity to meet our needs through the earlier of the

consummation of a business combination or one year from this filing.

Over this time period, we will be using these funds to pay existing

accounts payable and to consummate our initial business combination.

Results of Operations

Our entire activity since

inception up to March 31, 2021 has been in preparation for our formation, our Initial Public Offering, and, since the closing of

our Initial Public Offering, the search for business combination candidates and negotiating the terms of a merger with our selected target

We will not be generating any operating revenues until the closing and completion of our initial business combination.

For the three months ended March 31, 2021, we had net income of

approximately $2.0 million, which consisted of a non-operating gain of approximately $2.4 million arising from the change in

fair value of warrant liabilities, partially offset by approximately $0.4 million in general and administrative expenses.

Contractual Obligations

Registration Rights

The Sponsor is entitled to registration rights

pursuant to a registration rights agreement.

The Sponsor will be entitled to make up to three demands, excluding short form registration

demands, that we register the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of working

capital loans for sale under the Securities Act.

In addition, these holders will have “piggy-back”

registration rights to

include their securities in other registration statements filed by us.

We will bear the expenses incurred in connection with the filing

of any such registration statements.

Commitments and Other Obligations

As of March 31, 2021, we did not have any lease

obligations or purchase commitments, and we had no long-term liabilities other than the warrant liabilities of $6,685,000 and the deferred

underwriting commission of $4,025,000 that is payable from the Trust Account upon consummating our initial business combination.

Critical Accounting Policies

The preparation of financial statements in accordance

with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the

amounts reported in the financial statements and accompanying notes.

Actual results could differ from those estimates.

The Company has

identified the following as its critical accounting policies:

Redeemable Shares

All of the 11,500,000 Public

Shares sold as part of our Initial Public Offering contain a redemption feature as described in this Annual Report.

In accordance with

FASB ASC 480, “Distinguishing Liabilities from Equity”, redemption provisions not solely within the control of the Company

require the security to be classified outside of permanent equity.

Our amended and restated certificate of incorporation provides a minimum

net tangible asset threshold of $5,000,001.

We recognize changes in redemption value immediately as they occur and will adjust the carrying

value of the security to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount

of redeemable shares are effected by recording offsetting adjustments to additional paid-in capital.

At March 31, 2021, there were 11,500,000

Public Shares outstanding, of which 9,983,195 were recorded as redeemable shares and classified outside of permanent equity, and 1,516,805

were classified as Class A common stock in stockholders’

Warrant Liabilities

We account for the warrants

issued in connection with our IPO in accordance with the guidance contained in ASC 815-40-15-7D under which the warrants do not meet the

criteria for equity treatment and must be recorded as liabilities.

Accordingly, we classify the warrants as liabilities and adjust the

warrants to fair value at each reporting period.

This liability is subject to re-measurement at each balance sheet date until exercised

and any change in fair value is recognized in our statement of operations.

The fair value of the warrants was determined using Monte Carlo

simulations at the IPO date and at December 31, 2020, and by reference to the quoted price of the Public Warrants on the Nasdaq Stock

Market at March 31, 2021.

Net Income (Loss) per

Common Share:

In accordance with FASB ASC 260, “Earnings

Per Share”

(“ASC 260”), shares of Class A common stock are treated as participating securities because such shares are

entitled to a pro rata share of undistributed trust earnings but do not otherwise share in the Company’s net income or loss.

Consequently,

net income (loss) per share is calculated using the two-class method prescribed by ASC 260.

Pursuant to this method, net income per share

for Class A common stock is calculated by dividing the undistributed interest income earned on investments held in the Trust Account by

the weighted average number of Class A shares outstanding since original issuance, and net income (loss) per share for Class B common

stock is calculated by dividing the net income (loss), adjusted for income allocated to the Class A shares, by the weighted average number

of Class B shares outstanding during the period.

Off-Balance Sheet

As of March 31, 2021,

we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

The Jumpstart Our Business

Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for

qualifying public companies.

We qualify as an “emerging growth company”

and under the JOBS Act are allowed to comply with

new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay

the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the

relevant dates on which adoption of such standards is required for non-emerging growth companies.

As a result, the unaudited condensed

consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public

company effective dates.

Additionally, we are

in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

certain conditions set forth in the JOBS Act, if, as an “emerging growth company,”

we choose to rely on such exemptions we

may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over

financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth

public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted

by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about

the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items

such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee

compensation.

These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until

we are no longer an “emerging growth company,”

whichever is earlier.

Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined

by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements