What changed in this filing

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Item 2. Management’s Discussion and Analysis

2021-11-15 compared with 2021-08-11 · 101 added, 100 removed, 86 unchanged (70% of the section changed)

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

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.

“Company,” “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

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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

on Form 10-Q may include 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.

These forward-looking statements, if any, 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

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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.

with the execution of the Merger Agreement, we entered into a series of subscription agreements with accredited investors providing for

the purchase by such investors of an aggregate of 12,500,000 shares of Class A common stock at a price per share of $10.00, for gross

proceeds of $125 million (collectively, the “PIPE”).

The closing of the PIPE is conditioned upon the consummation of the Merger.

Concurrently with the execution of the Merger Agreement, we entered into

a series of subscription agreements with accredited investors providing for the purchase by such investors of an aggregate of 12,500,000 shares

of Class A common stock at a price per share of $10.00, for gross proceeds of $125 million (collectively, the “PIPE”).

closing of the PIPE was conditioned upon the consummation of the Merger.

The Merger and the PIPE were consummated on November 5, 2021

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.

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

If we had been unable to complete our initial business combination within such period and stockholders did not otherwise

approve an amendment to our charter to extend such date, we would have been required to:

(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 would have completely extinguished public stockholders’

rights as stockholders (including the right to receive further liquidating distributions, if any).

There are no redemption rights or liquidating

distributions with respect to our warrants, which would have expired worthless if we had failed to complete our initial business combination

within the 24-month time period.

Liquidity and Capital Resources

As of June 30, 2021,

we had approximately $234,000 of cash in our operating bank account and approximately $293,000 of working capital.

As of September 30, 2021,

we had approximately $60,000 of cash in our operating bank account and approximately $47,000 of negative working capital.

Until the time of our

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with the Initial Public Offering.

Subsequent to October 19, 2020 through June 30, 2021, our liquidity needs have been satisfied from the

Subsequent to October 19, 2020 through September 30, 2021, our liquidity needs were 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, our officers, directors and initial

stockholders may, but are not obligated to, provide us with loans (“Working Capital Loans”).

As of June 30, 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.

stockholders could have provided us with loans (“Working Capital Loans”), although they were not required to do so.

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

We used substantially

all of the funds held in the Trust Account to complete the Business Combination.

Funds held in the Trust Account were also used to fund

the redemption of Class A common stock.

We had sufficient

cash on hand to fund operations through the date of the Business Combination on November 5, 2021.

Subsequent to the Business

Combination management believes that we will be able to fund current and foreseeable liquidity needs with cash on hand and cash

generated from operations.

Revision to Previously Reported Financial Statements

As discussed in Note 2 to the accompanying unaudited

condensed consolidated financial statements, the Company revised its previously filed financial statements to classify all of its Class

A common stock that is subject to possible redemption as 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 impact of the revision to the audited consolidated balance

sheet as of December 31, 2020 and the unaudited consolidated balance sheets at March 31, 2021 and June 30, 2021 were reclassifications

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).

Results of Operations

Our entire activity since

inception up to June 30, 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 company.

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

For the three months ended June 30, 2021, we had a net loss of approximately

$3.0 million, which included a non-operating loss of approximately $2.8 million arising from the change in fair value of warrant

liabilities and general and administrative expenses totaling approximately $0.2 million.

For the six months ended June 30, 2021, we had a net loss of approximately

$1.1 million, which included a non-operating loss of approximately $0.4 million arising from the change in fair value of warrant

liabilities and general and administrative expenses totaling approximately $0.6 million.

inception on August 11, 2020 through September 30, 2021 was in preparation for our formation, our Initial Public Offering, and, since

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

selected target company.

We did not generate any revenues prior to the consummation of the Business Combination.

For the three months ended September 30, 2021, we had net income of

approximately $0.5 million, which included non-operating income of approximately $0.9 million arising from the change in fair value

of warrant liabilities and general and administrative expenses totaling approximately $0.3 million.

For the nine months ended September 30, 2021, we had a net loss of

approximately $0.5 million, which included non-operating income of approximately $0.4 million arising from the change in fair value

of warrant liabilities and general and administrative expenses totaling approximately $1.0 million.

Contractual Obligations

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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.

demands, that we register the Founder Shares and Private Placement Warrants.

In addition, the Sponsor has “piggy-back” registration

rights to include its 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 June 30, 2021, we did not have any lease

obligations or purchase commitments, and we 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 our initial business combination.

addition, upon consummation of the Merger described herein, we would be obligated to pay an M&A advisory fee to Barclays Capital Inc.

As of September 30, 2021, we did not have any

lease obligations or purchase commitments, and we had no long-term liabilities other than the warrant liabilities of $8.6 million and

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

In addition, upon consummation of the Merger described herein, we were obligated to pay an M&A advisory fee to Barclays Capital Inc.

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

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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 June 30, 2021, there were 11,500,000

Public Shares outstanding, of which 9,678,938 were recorded as redeemable shares and classified outside of permanent equity, and 1,821,062

were classified as Class A common stock in stockholders’ equity.

Warrant Liabilities

Derivative Warrant Liabilities

We account for the warrants

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The fair value of the warrants was

determined using Monte Carlo simulations at the Initial Public Offering 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 and June 30, 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 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 interest income earned on investments held

in the Trust Account net of income and franchise taxes expense, by the weighted average number of shares of Class A common stock 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 shares of Class B common stock outstanding

during the period.

determined using Monte Carlo simulations at the Initial Public Offering date and at December 31, 2020, and subsequently by reference to

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

Redeemable Shares

We account for our 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

Shares of 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 our control)

are classified as temporary equity.

In all other circumstances, our shares of Class A common stock are classified within stockholders’

Prior to the consummation of the Business Combination, our Public Shares featured certain redemption rights that were considered

to be outside of our control and subject to the occurrence of uncertain future events.

Accordingly, at both September 30, 2021 and December

31, 2020, 11,500,000 shares of Class A common stock subject to possible redemption were classified as temporary equity in the accompanying

condensed consolidated balance sheets, outside of the stockholders’ equity section.

Immediately upon the closing

of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount value.

The change in the carrying

value of shares of the redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.

Off-Balance Sheet

As of June 30, 2021,

As of September 30, 2021,

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

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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 2. Management’s Discussion and Analysis