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Item 1. Financial Statements

2021-11-15 compared with 2021-08-11 · 324 added, 273 removed, 430 unchanged (58% of the section changed)

Financial Statements

MOTION ACQUISITION

CONDENSED CONSOLIDATED

BALANCE SHEETS

September 30,

Current assets:

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$ 116,067,608

Liabilities and Stockholders’ Equity:

Liabilities, Class A Common Stock Subject to Possible Redemption, and Stockholders’ Deficit

Current liabilities:

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Total Liabilities

Commitments and Contingencies (Note 5)

Class A common stock, $ 0.0001 par value;

50,000,000 shares authorized;

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:

Commitments and Contingencies

Class A common stock, $ 0.0001 par value, subject to possible redemption at $ 10.00 per share ‒ 11,500,000 shares at September 30, 2021 and December 31, 2020

Stockholders’ Deficit:

Preferred stock, $ 0.0001 par value;

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none issued or outstanding

Class A common stock, $ 0.0001 par value;

Class A common stock, $ 0.0001

50,000,000 shares authorized;

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

2,875,000 and - 0 - shares issued and outstanding (excluding 11,500,000 and 11,500,000 shares

subject to possible redemption) at September 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 June 30, 2021 and December 31, 2020

- 0 - shares and 2,875,000 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively

Additional paid-in capital

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( 12,158,200 )

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

Total Stockholders’ Deficit

( 12,666,124 )

( 12,157,912 )

Total Liabilities, Class A Common Stock Subject to Possible Redemption, and Stockholders’ Deficit

$ 115,288,058

$ 116,067,608

The accompanying notes

are an integral part of these condensed consolidated financial statements.

MOTION ACQUISITION

UNAUDITED CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS

Six Months Ended

September 30,

General and administrative expenses

Loss from operations

Other income (expense):

Interest earned on investments held in Trust Account

Change in fair value of warrant liabilities

( 2,801,332 )

Total other income (expense)

( 2,797,222 )

$ ( 3,042,567 )

Total other income

Net income (loss)

$ ( 508,212 )

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

Weighted average number of Class A common shares outstanding, basic

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 loss per Class B common share

Weighted average number of Class B common shares outstanding, basic

Basic and diluted

net income (loss) per Class B common share

The accompanying notes

are an integral part of these unaudited condensed consolidated financial statements.

MOTION ACQUISITION

UNAUDITED CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three and Six

Months Ended June 30, 2021

CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’

EQUITY (DEFICIT)

For the Three and Nine

Months Ended September 30, 2021

Stockholders’

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$ ( 12,158,200 )

Class A common shares subject to possible redemption

$ ( 12,157,912 )

Balance – March 31, 2021 (unaudited)

( 10,168,332 )

Balance – March 31, 2021

( 10,168,044 )

Class A common shares subject to possible redemption

( 3,042,567 )

Balance – June 30, 2021

Balance – June 30, 2021 (unaudited)

( 13,210,899 )

( 13,210,611 )

Conversion of Class B shares to Class A shares (1)

( 2,875,000 )

Balance – September 30, 2021 (unaudited)

$ ( 12,666,412 )

$ ( 12,666,124 )

(1) Effective August 24, 2021, pursuant to an election made by

the Sponsor the 2,875,000 outstanding Class B common shares were converted on a one-for-one basis into Class A common shares.

For the Period from August 11, 2020 (Inception)

Through September 30, 2020

Stockholders’

Balance – August 11, 2020 (inception)

Issuance of Class B common stock to related party (2)

Balance – September 30, 2020 (unaudited)

(2) As a result of the underwriter not exercising its over-allotment

option at the time of the Company’s initial public offering, 431,250 Class B shares were forfeited in November 2020, which reduced

the number of outstanding Class B shares to 2,875,000.

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

MOTION ACQUISITION

UNAUDITED CONDENSED

CONSOLIDATED STATEMENT OF CASH FLOWS

For the Six Months

Ended June 30, 2021

CONSOLIDATED STATEMENTS OF CASH FLOWS

September 30,

Cash flows from operating activities:

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Net cash provided by investing activities

Net decrease in cash

Cash flows from financing activities:

Proceeds from note payable to related party

Payment of deferred offering costs

Net cash provided by financing activities

Net increase (decrease) in cash

Cash - beginning of the period

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Supplemental disclosure of noncash activities:

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

$ ( 1,052,700 )

Deferred offering costs paid by related party in exchange for issuance of Class B common stock

Deferred offering costs included in accounts payable

The accompanying notes

are an integral part of these unaudited condensed consolidated financial statements.

MOTION ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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and Business Operations

Business Combination

On November 5, 2021 (the “Closing Date”),

subsequent to the fiscal quarter ended September 30, 2021, the fiscal quarter to which this Quarterly Report on Form 10-Q (the “Report”)

relates, Motion Acquisition Corp.

(the “Company” or, prior to the closing of the Business Combination (as defined below),

sometimes referred to herein as “Motion”) consummated the previously announced Business Combination following meeting of its

stockholders, where the stockholders of the Company considered and approved, among other matters, a proposal to adopt that certain Agreement

and Plan of Merger dated March 8, 2021 (the “Merger Agreement”), by and among the Company, Motion Merger Sub Corp., a Delaware

corporation and a direct wholly owned subsidiary of the Company, and Ambulnz, Inc., a Delaware corporation (“Ambulnz”).

connection with the consummation of the Business Combination, the registrant changed its name from Motion Acquisition Corp.

to DocGo Inc.

As contemplated by the Merger Agreement and as

described in Motion’s definitive proxy statement/consent solicitation/prospectus filed with the U.S.

Securities and Exchange Commission

(the “SEC”) on October 14, 2021 (the “Prospectus”), Merger Sub was merged with and into Ambulnz, with Ambulnz

continuing as the surviving corporation (the “Merger” and, together with the other transactions contemplated by the Merger

Agreement, the “Business Combination”).

As a result of the Merger, Ambulnz is a wholly-owned subsidiary of DocGo and

each share of Series A preferred stock of Ambulnz, no par value (“Ambulnz Preferred Stock”), Class A common stock of Ambulnz,

no par value (“Ambulnz Class A Common Stock”), and Class B common stock of Ambulnz, no par value (“Ambulnz Class B Common

Stock”, together with Ambulnz Class A Common Stock, “Ambulnz Common Stock”) was cancelled and converted into the right

to receive a portion of merger consideration issuable as common stock of DocGo, par value $ 0.0001 , pursuant to the terms and conditions

set forth in the Merger Agreement.

The material provisions of the Merger Agreement

are described in the Prospectus in the section entitled “Proposal No.1—The Business Combination Proposal—The Merger

Agreement” beginning on page 97.

Organization and General

Motion Acquisition Corp.

(the “Company”)

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

The Company was formed for the purpose of entering into a merger, share

exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses

The Company is not limited to a particular industry or geographic region for purposes of consummating a business combination.

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

The Company’s management has broad discretion

Motion was incorporated as a Delaware corporation

on August 11, 2020.

The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase,

recapitalization, reorganization or other similar business combination with one or more businesses or entities.

The Company was not limited

to a particular industry or geographic region for purposes of consummating a business combination.

Prior to consummating the Business

Combination, the Company had neither engaged in any operations nor generated any revenues.

The Company’s management had 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

business combination.

Furthermore, there is no assurance that the Company will be able to successfully complete a business combination.

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

a business combination.

Sponsor and Financing

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

The proceeds held in the Trust Account are invested

The proceeds held in the Trust Account were invested

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

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Pursuant to stock exchange listing rules, the

Company must complete an initial business combination with one or more target businesses that together have an aggregate fair market value

of at least 80 % of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes

payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial business combination.

the Company will only complete a business combination if the post-transaction company owns or acquires 50 % or more of the outstanding

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”).

Company was required to complete an initial business combination with one or more target businesses that together have an aggregate fair

market value of at least 80 % of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions

and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial business combination.

However, the Company could only complete a business combination if the post-transaction company owned or acquired 50 % or more of

the outstanding voting securities of the target or otherwise acquired 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

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,

none of the funds held in the Trust Account will be released until the earliest of:

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

none of the funds held in the Trust Account would be released until the earliest of:

(i) the completion of the business combination;

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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

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

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

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.

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

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”).

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

The accompanying unaudited condensed consolidated

financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things,

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

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

(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 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.

The Company fully repaid the Note Payable on October 19, 2020.

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 (as defined in Note 4).

To date, no Working Capital Loans have been made.

Based on the foregoing,

management believes that the Company will have sufficient working capital and borrowing capacity to meet its 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.

financial statements were prepared assuming the Company would continue as a going concern, which contemplates, among other things, the

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

As of September 30, 2021, the Company had

approximately $ 59,000 of cash in its operating account and approximately $ 47,000 of negative working capital.

From inception on August

11, 2020 through 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 (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.

Subsequent to October 19, 2020 through September 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.

The Company fully repaid the Note Payable

on October 19, 2020.

In addition, in order to finance transaction costs in connection with a business combination, the Company’s

officers, directors and initial stockholders could have provided the Company Working Capital Loans (as defined in Note 4), although they

were not required to do so.

At September 30, 2021 and as of the closing of the Business Combination, there were no Working Capital Loans

Note 2 – Basis of Presentation and Significant

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balances and results for the period presented.

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.

Operating results for the three and nine month periods ended September 30, 2021 are not

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

The accompanying unaudited

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

Revision to Previously Reported Financial Statements

During the preparation of the Company’s unaudited

condensed consolidated financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should revise

its financial statements to classify the portion of Class A common stock which is subject to possible redemption in temporary equity.

In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions

not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity.

The Company had previously classified a portion of its Class A common stock which was subject to possible redemption in permanent equity,

or total stockholders’ equity.

Although the Company did not specify a maximum redemption threshold, its charter prior to the consummation

of the Business Combination provided that the Company would not redeem its public shares in an amount that would cause its net tangible

assets to be less than $ 5,000,001 .

Previously, the Company did not consider redeemable stock classified as temporary equity as part of

net tangible assets.

As a result, the Company revised its previously filed financial statements to classify the portion of its Class A

common stock which was subject to possible redemption in temporary equity and to recognize accretion from the initial book value to redemption

value at the time of its Initial Public Offering in accordance with ASC 480.

The change in the carrying value of the redeemable shares

of Class A common stock as of the Initial Public Offering resulted in a decrease of approximately $ 5.2 million in additional paid-in capital

and a charge of approximately $ 4.7 million to accumulated deficit, as well as a reclassification of 1,305,238 shares of Class A common

stock from permanent equity to temporary equity.

The Company will present this revision in a prospective manner.

Under this approach,

historical amounts presented in this Quarterly Report on Form 10-Q have been recast to be consistent with the new presentation, but the

previously issued balance sheet as of the Initial Public Offering date and previously issued Form 10-Qs will not be amended.

The impact of the revision to the audited consolidated balance sheet

as of December 31, 2020 and the unaudited condensed consolidated balance sheets at March 31, 2021 and June 30, 2021 was a reclassification

of $ 17.2 million, $ 15.2 million and $ 18.2 million, respectively, from total stockholders’ equity (deficit) to Class A common stock

subject to possible redemption in temporary equity.

There was no impact to the reported amounts for total assets, total liabilities, cash

flows, or net income (loss).

In connection with revised presentation for Class A common stock subject to possible redemption, the Company

also revised its earnings per share methodology to allocate net income (loss) on a shared, pro rata basis between the two classes of stock.

This revised methodology contemplates a Business Combination as the most likely outcome, pursuant to which outstanding shares under both

classes of common stock have a pro rata share in the net income (loss) of the Company.

Emerging Growth Company

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The preparation of unaudited condensed consolidated

financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts

financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts

of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported

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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 June 30, 2021.

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

Merger Sub had no assets

or liabilities as of June 30, 2021.

or liabilities as of September 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.

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 investments in money market funds that invest in U.S.

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

At all times prior to the consummation of

the Business Combination, the Company’s portfolio of investments held in the Trust Account was comprised of U.S.

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 investments in money market funds that invest in U.S.

government securities and generally have a readily determinable fair

value, or a combination thereof.

When the Company’s investments held in the Trust Account were comprised of U.S.

securities, the investments were classified as trading securities.

When the Company’s investments held in the Trust Account

were comprised of money market funds, the investments were carried at fair value.

Trading securities and investments in money market

funds are presented on the 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 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.

Derivative Warrant Liabilities

The Company does not use derivative instruments

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These tiers consist of:

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

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

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

defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices

for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure

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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 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.

As of September 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.

Treasury securities with an original maturity of 185 days or less or investments in 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.

The fair value of Public Warrants and Private

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

Placement Warrants at December 31, 2020 was determined using a Monte Carlo simulation, and at September 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.

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.

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 were 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 classified deferred underwriting commissions

as non-current liabilities as their liquidation was 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

Net income (loss) per share of common stock is

computed by dividing net income (loss) applicable to each class of stockholders by the weighted average number of shares of common stock

outstanding during the periods.

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

Investment income earned on marketable securities held in Trust Account

Less applicable Delaware franchise tax expense

Investment income attributable to Class A common stock

Weighted average Class A common shares outstanding

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

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

Class B common stock

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 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 loss per share, Class B common stock

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.”

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 features 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, Class A common stock is classified as stockholders’ equity.

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, as of September 30, 2021 and December 31, 2020, 11,500,000 shares of Class A common

stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity

section of the Company’s condensed consolidated balance sheets.

Immediately upon the closing of the Initial Public

Offering, the Company recognized the accretion from initial book value to redemption amount value of conditionally redeemable Class A

common stock (see Note 7).

This change in the carrying value of redeemable shares of Class A common stock resulted in charges to additional

paid-in capital and accumulated deficit.

The Company follows the asset and liability method

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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 June 30, 2021 and December 31, 2020.

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

ASC 740 prescribes a recognition threshold and

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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.

There were no unrecognized tax benefits as of September 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

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

30, 2021 and December 31, 2020.

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

Net Income (Loss) Per Share of Common Stock

The Company complies with accounting and disclosure

requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as

Class A common stock and Class B common stock.

Income and losses are shared pro rata between the two classes of shares.

Net income (loss)

per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective

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 the Private Placement

to purchase an aggregate of 6,366,666 shares of common stock since their inclusion would be anti-dilutive under the treasury stock method.

As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended

September 30, 2021.

The following table reflects the calculation of

basic and diluted net income (loss) per common share with net income (loss) allocated pro rata between the two classes of common shares

For the Three Months Ended

For the Nine Months Ended

For the Period from August 11

(Inception) to September 30,

September 30, 2021

Basic and diluted net income (loss) per common share:

Allocation of net income (loss)

$ ( 420,345 )

Basic and diluted weighted average common shares outstanding

Basic and diluted net income (loss) per common share

Recent Accounting Pronouncements

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

financial statements.

unaudited condensed consolidated financial statements.

Note 3 – Initial Public Offering

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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 .

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

and prior to the consummation of the Business Combination .

Effective August 24, 2021, pursuant to an election made by the Sponsor

the 2,875,000 Founder Shares were converted from Class B common shares on a one-for-one basis into Class A common shares.

The Sponsor has agreed, subject to limited exceptions,

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There were no related

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

party loans outstanding at September 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

Loans may be convertible into warrants of the post-business combination entity at a price of $ 1.50 per warrant at the option of the lender.

Such warrants would be identical to the Private Placement Warrants.

Except for the foregoing, the terms of such loans, if any, have not

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

No Working Capital Loans were outstanding at June

30, 2021 or December 31, 2020.

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

No Working Capital Loans were outstanding at September 30, 2021 or December 31, 2020.

Note 5 – Commitments and Contingencies

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Pursuant to the underwriting agreement for the

Initial Public Offering, $ 0.35 per unit, or $ 4.0 million in the aggregate, will be payable to the underwriter for deferred underwriting

The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that

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

Initial Public Offering, $ 0.35 per unit, or $ 4.0 million in the aggregate, was payable to the underwriter for deferred underwriting

The deferred fee became payable to the underwriter from the amounts held in the Trust Account upon consummation of the Business

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.

As of September 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 $ 8.6 million

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

In addition, upon consummation of the Merger described herein, the Company was obligated to pay an M&A advisory fee to Barclays Capital

from the Trust Account in the amount of approximately $ 3.0 million.

Note 6 – Warrant Liabilities

Note 6 – Derivative Warrant

Public Warrants may only be exercised for a whole

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as described in the warrant agreement.

In no event will the Company be required to net cash settle any warrant.

Commencing ninety days after the warrants become

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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;

➤ 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

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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.

➤ 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

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on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

In no event will the Company be required to net

cash settle any warrant.

If the Company is unable to complete a business combination within the Combination Period and the Company liquidates

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.

the warrants may expire worthless.

Note 7 – Class A Common Stock Subject

to Possible Redemption

Prior to the consummation of the Business Combination,

the Company’s Class A common stock featured certain redemption rights that were considered to be outside of the Company’s

control and subject to the occurrence of future events.

At September 30, 2021 and December 31, 2020, there were 11,500,000 shares of Class

A common stock outstanding subject to possible redemption.

The carrying value of potentially redeemable Class A common stock reported

in temporary equity of the condensed consolidated balance sheets at September 30, 2021 and December 31, 2020 is comprised as follows:

Gross proceeds from issuance of potentially redeemable Class A common stock

$ 115,000,000

Proceeds allocated to Public Warrants

( 3,105,000 )

Class A common stock issuance costs

( 6,793,491 )

Accretion of carrying value to redemption value

Class A common stock subject to possible redemption

$ 115,000,000

Note 8 – 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.

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.

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

convert into shares of Class A common stock at the time of the initial business combination, or earlier at the option of the holder, on

a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and

subject to further adjustment as described herein).

In the case that additional shares of Class A common stock, or equity-linked securities,

are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the initial business

combination (including pursuant to a specified future issuance), the ratio at which shares of Class B common stock shall convert into

shares of Class A common stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common

stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including pursuant to a specified future issuance)

so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the

aggregate, on an as-converted basis, 20 % of the sum of the total number of all shares of common stock outstanding upon the completion

of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection

with our initial business combination (excluding any shares or equity-linked securities issued or issuable to any seller in the initial

business combination).

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

combination with DocGo.

Class A Common Stock — Prior

to the consummation of the Business Combination, the Company was authorized to issue 50,000,000 shares of Class A common stock with

a par shares value of $ 0.0001 per share.

At September 30, 2021 and December 31, 2020, there were 14,375,000 (see Class B Common

Stock below) and 11,500,000 shares of Class A common stock issued and outstanding.

Of the outstanding shares of Class A

common stock, 11,500,000 were subject to possible redemption at both September 30, 2021 and December 31, 2020, and accordingly such

shares are classified in temporary equity in the condensed consolidated balance sheets at those dates.

Class B Common Stock —Prior

to consummation of the Business Combination, the Company was 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 were entitled to one vote for each share.

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

Effective August 24, 2021, pursuant

to an election made by the Sponsor, the 2,875,000 outstanding Class B common shares were converted on a one-for-one basis into Class A

common shares.

Because these Class A shares were held by the Sponsor, they did not have the pre-Business Combination redemption rights

of the Public Shares.

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 June 30, 2021 and December 31,

As of September 30, 2021 and December 31,

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

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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 June 30, 2021 and December 31,

2020 by level within the fair value hierarchy:

Fair Value Measured as of June 30,

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

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

Fair Value Measured as of September 30, 2021

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

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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 June 30, 2021 to estimate the fair value of both the Public Warrants and Private

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

Placement Warrants at that date.

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

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

liabilities measured using Level 3 inputs during the nine months ended September 30, 2021:

Fair value as of December 31, 2020

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( 9,040,670 )

Fair value as of June 30, 2021

Fair value as of September 30, 2021

Note 10 – Subsequent Events

Management has evaluated subsequent events to

determine if events or transactions occurring through the date the unaudited condensed consolidated financial statements were issued required

potential adjustment to or disclosure in the unaudited condensed consolidated financial statements and has concluded that all such events

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

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were available

to be issued, and determined that there have been no events that have occurred that would require adjustments to the disclosures in the

unaudited condensed consolidated financial statements, except as noted below.

On November 5, 2021, the Company, Motion Merger

Sub Corp., and Ambulnz consummated the Business Combination, as further described in Note 1.

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