What changed in this filing

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Item 1. Business

2021-11-24 compared with 2021-05-28 · 88 added, 94 removed, 353 unchanged (34% of the section changed)

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We consummated

an initial public offering (“Initial Public Offering”) on October 19, 2020.

Based on our business activities, the Company

is a “shell company”

as defined under the Exchange Act of 1934, as amended (the “Exchange Act”) because we have

is a “shell company” as defined under the Exchange Act of 1934, as amended (the “Exchange Act”) because we have

no operations and assets consisting almost entirely of cash.

Company’s management team is led by James Travers, our Executive Chairman, and Michael Burdiek, our Chief Executive Officer.

Company’s sponsor is Motion Acquisition LLC (the “Sponsor”).

Company’s management team is led by James Travers, our Executive Chairman, and Michael Burdiek, our Chief Executive Officer.

Company’s sponsor is Motion Acquisition LLC (the “Sponsor”).

Public Offering

October 19, 2020 we consummated a $115,000,000 Initial Public Offering, consisting of 11,500,000 units at a price of $10.00 per unit

(“Unit”).

Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value (the “Class

A common stock”) and one-third of one redeemable warrant (each, a “Public Warrant”).

Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value (the “Class

A common stock”) and one-third of one redeemable warrant (each, a “Public Warrant”).

Each whole Public Warrant entitles

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Simultaneously with the closing of the Initial

Public Offering, we consummated a $3,800,000 private placement (the “Private Placement”) of an aggregate of 2,533,333 warrants

(“Private Placement Warrants”) at a price of $1.50 per warrant.

Public Offering, we consummated a $3,800,000 private placement (the “Private Placement”) of an aggregate of 2,533,333 warrants

(“Private Placement Warrants”) at a price of $1.50 per warrant.

The Private Placement Warrants are identical to the Public

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to the Initial Public Offering, in August 2020, we issued an aggregate of 3,737,500 shares of our Class B common stock, par value $0.0001

per share (“Founder Shares”) for an aggregate purchase price of $25,000, to our Sponsor.

In October 2020, our Sponsor contributed

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Initial Public Offering and the Private Placement (including $4,025,000 of deferred underwriting commissions) was placed in a U.S.-based

trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”).

Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay tax obligations,

trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”).

Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay tax obligations,

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

(i) the completion of the initial business combination;

or (ii) the redemption of any shares of Class A common stock included in the Units being sold in the Initial Public Offering (the “Public

Shares”) properly submitted in connection with a stockholder vote to amend the Company’s certificate of incorporation to

modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete

or (ii) the redemption of any shares of Class A common stock included in the Units being sold in the Initial Public Offering (the “Public

Shares”) properly submitted in connection with a stockholder vote to amend the Company’s certificate of incorporation to

modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete

the initial business combination by October 19, 2022 (within 24 months from the closing of the Initial Public Offering);

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applicable law.

The proceeds held in the Trust Account can only be invested in permitted United States “government securities”

within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”),

The proceeds held in the Trust Account can only be invested in permitted United States “government securities”

within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”),

having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment

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connection with our Initial Public Offering, our Sponsor, each member of our Board and each of our executive officers entered into a

letter agreement (the “Letter Agreement”).

Pursuant to the Letter Agreement our Sponsor, directors and members of the management

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with a stockholder vote to approve an amendment to the amended and restated certificate of incorporation to modify the substance or timing

of the Company’s obligation to redeem 100% of the public shares if the Company does not complete a business combination by October

19, 2022, or to provide for redemption in connection with a business combination and (iii) waive their rights to liquidating distributions

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any proposed business combination for which we seek stockholder approval, (v) not to transfer or sell (subject to certain limited exceptions)

(1) the Founder Shares until the earlier of (A) one year after the completion of our initial business combination or (B)

subsequent to our initial business combination, (x) if the reported closing price of our Class A common stock equals or exceeds $12.00

per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within

any 30-trading-day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a

liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having

the right to exchange their shares of common stock for cash, securities or other property, or (2) the private placement warrants and

the Class A common stock underlying such warrants, until 30 days after the completion of our initial business combination.

(1) the Founder Shares until the earlier of (A) one year after the completion of our initial business combination or (B) subsequent

to our initial business combination, (x) if the reported closing price of our Class A common stock equals or exceeds $12.00 per share

(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading-day

period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger,

capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange

their shares of common stock for cash, securities or other property, or (2) the private placement warrants and the Class A common stock

underlying such warrants, until 30 days after the completion of our initial business combination.

Business Combination

March 8, 2021, our board of directors unanimously approved an agreement and plan of merger (the “Merger Agreement”) dated

March 8, 2021 by and among the Company, Motion Merger Sub Corp., a wholly owned subsidiary of the Company (“Merger Sub”),

March 8, 2021, our board of directors unanimously approved an agreement and plan of merger (the “Merger Agreement”) dated

March 8, 2021 by and among the Company, Motion Merger Sub Corp., a wholly owned subsidiary of the Company (“Merger Sub”),

and Ambulnz, Inc.

(dba DocGo), a Delaware corporation (“DocGo”).

If the Merger Agreement is adopted by our stockholders and

the transactions under the Merger Agreement are consummated, Merger Sub will merge with and into DocGo (the “Merger”), with

DocGo being the surviving entity of the Merger and becoming a wholly-owned subsidiary of the Company (the “Proposed Transaction”).

the transactions under the Merger Agreement are consummated, Merger Sub will merge with and into DocGo (the “Merger”), with

DocGo being the surviving entity of the Merger and becoming a wholly-owned subsidiary of the Company (the “Proposed Transaction”).

DocGo is a leading provider of last-mile telehealth and integrated medical mobility services with operations in 26 states in the U.S.

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and that we will seek to find an alternative target with which to consummate an initial business combination.

to the Merger Agreement, upon consummation of the Merger, the outstanding DocGo common stock will be exchanged for a pro rata portion

of an aggregate of 83,600,000 shares (“

Closing Shares ”) of our Class A common stock, less the number of Closing

Shares reserved for issuance by the Company upon the exercise of outstanding options and warrants of DocGo which will be assumed by the

part of the aggregate consideration payable to DocGo pursuant to the Merger Agreement, DocGo’s stockholders will also have the

right to receive their pro rata portion of up to an aggregate of 5,000,000 shares of Class A common stock (“

Contingent Shares ”)

if the following stock price conditions are met:

(i) 1,250,000 Contingent Shares if the closing price of our Class A common stock equals

or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations, and recapitalizations) on any twenty (20)

trading days in a thirty (30)-trading-day period at any time after the closing date and by the first anniversary of the closing date;

(ii) 1,250,000 Contingent Shares if the closing price of our Class A common stock equals or exceeds $15.00 per share (as adjusted for

share splits, share dividends, reorganizations, and recapitalizations) on any twenty (20) trading days in a thirty (30)-trading-day period

at any time after the closing date and by the third anniversary of the closing date;

(iii) 1,250,000 Contingent Shares if the closing

Pursuant to the Merger Agreement, upon consummation

of the Merger, the outstanding DocGo common stock will be exchanged for a pro rata portion of an aggregate of 83,600,000 shares (“Closing

Shares”) of our Class A common stock, less the number of Closing Shares reserved for issuance by the Company upon the exercise

of outstanding options and warrants of DocGo which will be assumed by the Company.

As part of the aggregate consideration payable

to DocGo pursuant to the Merger Agreement, DocGo’s stockholders will also have the right to receive their pro rata portion of up

to an aggregate of 5,000,000 shares of Class A common stock (“Contingent Shares”) if the following stock price conditions

(i) 1,250,000 Contingent Shares if the closing price of our Class A common stock equals or exceeds $12.50 per share (as adjusted

for share splits, share dividends, reorganizations, and recapitalizations) on any twenty (20) trading days in a thirty (30)-trading-day

period at any time after the closing date and by the first anniversary of the closing date;

(ii) 1,250,000 Contingent Shares if the closing

price of our Class A common stock equals or exceeds $15.00 per share (as adjusted for share splits, share dividends, reorganizations,

and recapitalizations) on any twenty (20) trading days in a thirty (30)-trading-day period at any time after the closing date and by

the third anniversary of the closing date;

and (iv) 1,250,000 Contingent Shares if the closing price of our Class A common stock equals

or exceeds $21.00 per share (as adjusted for share splits, share dividends, reorganizations, and recapitalizations) on any twenty (20)

trading days in a thirty (30)-trading-day period at any time after the closing date and by the fifth anniversary of the closing date.

and recapitalizations) on any twenty (20) trading days in a thirty (30)-trading-day period at any time after the closing date and by the

third anniversary of the closing date;

(iii) 1,250,000 Contingent Shares if the closing price of our Class A common stock equals or exceeds

$18.00 per share (as adjusted for share splits, share dividends, reorganizations, and recapitalizations) on any twenty (20) trading days

in a thirty (30)-trading-day period at any time after the closing date and by the third anniversary of the closing date;

and (iv) 1,250,000

Contingent Shares if the closing price of our Class A common stock equals or exceeds $21.00 per share (as adjusted for share splits, share

dividends, reorganizations, and recapitalizations) on any twenty (20) trading days in a thirty (30)-trading-day period at any time after

the closing date and by the fifth anniversary of the closing date.

to the Merger Agreement, the Sponsor will enter into an escrow agreement and will deposit an aggregate of 575,000 shares of Class A common

stock (“Sponsor Earnout Shares”) into escrow, which shares will either be released to the Sponsor or forfeited if certain

stock price conditions are met or not, as follows:

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of the Proposed Transaction is subject to customary conditions of the respective parties, including the approval of the Merger Agreement,

the Proposed Transaction and certain other actions related thereto by our stockholders and DocGo’s stockholders, the availability

of at least $175,000,000 in cash from the Trust Account and from the proceeds of the PIPE (discussed below), after giving effect to redemptions,

if any, by the Company’s public stockholders and other permitted disbursements, and DocGo having obtained certain regulatory approvals

of the New York Department of Health with respect to the Proposed Transaction.

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with the execution of the Merger Agreement, the Company entered into subscription agreements with certain qualified institutional buyers

and institutional accredited investors (collectively, the “Investors”), pursuant to which the Company will, substantially

concurrently with, and contingent upon, the consummation of the Merger, issue an aggregate of 12,500,000 shares of the Company’s

and institutional accredited investors (collectively, the “Investors”), pursuant to which the Company will, substantially

concurrently with, and contingent upon, the consummation of the Merger, issue an aggregate of 12,500,000 shares of the Company’s

Class A common stock to the Investors at a price of $10.00 per share, for aggregate gross proceeds to the Company of $125,000,000 (the

“PIPE”).

Company has agreed that, as soon as reasonably practicable, but in no event later than 30 calendar days following the closing date of

the Merger, it shall file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale

by the Investors of the Class A common stock issued to them in the PIPE and use its best efforts to have such registration statement

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Support Agreements

with the execution of the Merger Agreement, the Company and holders of DocGo’s capital stock who hold at least a majority of DocGo’s

Class A common stock and Series A preferred stock, voting together as a single class on an as-converted basis, and holders of at least

a majority of the then-outstanding shares of DocGo’s Series A preferred stock, voting as a separate class, entered into agreements

(“Support Agreements”) pursuant to which they agreed to (i) appear at a stockholder meeting called by DocGo for the purpose

a majority of the then-outstanding shares of DocGo’s Series A preferred stock, voting as a separate class, entered into agreements

(“Support Agreements”) pursuant to which they agreed to (i) appear at a stockholder meeting called by DocGo for the purpose

of approving the Merger and other transactions contemplated by the Merger Agreement, for the purpose of establishing a quorum, (ii) execute

a written consent in favor of the Merger, the adoption of the Merger Agreement, and waive certain preemptive rights as set forth in the

Company’s charter documents, and (iii) not transfer, assign, or sell such covered shares, except to certain permitted transferees,

prior to the consummation of the Merger.

Waiver Agreement

with the execution of the Merger Agreement, the Company, the Sponsor and DocGo entered into an agreement providing for the Sponsor’s

waiver of the anti-dilution and conversion price adjustments set forth in the Company’s Amended and Restated Certificate of Incorporation.

As a result of such waiver, all outstanding Class B common stock of the Company will convert on a one-to-one basis into the Company’s

with the execution of the Merger Agreement, the Company, the Sponsor and DocGo entered into an agreement providing for the Sponsor’s

waiver of the anti-dilution and conversion price adjustments set forth in the Company’s Amended and Restated Certificate of Incorporation.

As a result of such waiver, all outstanding Class B common stock of the Company will convert on a one-to-one basis into the Company’s

Class A common stock concurrently with the closing of the Merger Agreement.

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Merger Agreement provides that, concurrently with the closing of the Merger, the Company will amend and restate its existing registration

rights agreement (as amended and restated, the “A&R Registration Rights Agreement”), pursuant to which the Company will

agree to register for resale under the Securities Act of 1933, as amended (“Securities Act”), after the lapse or expiration

of any transfer restrictions, lock-up, or escrow provisions which may apply, the shares of the Company’s common stock held by persons

who are or will be affiliates of the Company after the completion of the Merger (including shares of the Company’s common stock

rights agreement (as amended and restated, the “A&R Registration Rights Agreement”), pursuant to which the Company will

agree to register for resale under the Securities Act of 1933, as amended (“Securities Act”), after the lapse or expiration

of any transfer restrictions, lock-up, or escrow provisions which may apply, the shares of the Company’s common stock held by persons

who are or will be affiliates of the Company after the completion of the Merger (including shares of the Company’s common stock

issuable upon conversion or exercise of warrants or other convertible securities of the Company).

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an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar

or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s

assets or prospects.

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or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company is what will be

taken into account for purposes of Nasdaq’s 80% fair market value test.

the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages

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So long as we

obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.

We currently intend to hold a stockholder meeting to approve the Proposed Transaction.

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plan to do in connection with the Proposed Transaction, we will:

the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation

of proxies, and not pursuant to the tender offer rules, and

the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the

Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender

offer rules, and

proxy materials with the SEC.

a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will:

the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

tender offer documents with the SEC prior to completing our initial business combination, which contain substantially the same financial

and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange

the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate

issuer tender offers, and

tender offer documents with the SEC prior to completing our initial business combination,

which contain substantially the same financial and other information about the initial business

combination and the redemption rights as is required under Regulation 14A of the Exchange

Act, which regulates the solicitation of proxies.

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transactions) in favor of our initial business combination.

As a result, in addition to our Sponsor’s Founder Shares, we would

need only 4,312,501, or 37.5%, of the 11,500,000 Public Shares sold in our Initial Public Offering to be voted in favor of an initial

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rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such

stockholder or any other person with whom such stockholder is acting in concert or as a “group”

(as defined under Section

stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section

13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares

sold in our Initial Public Offering, which we refer to as the “Excess Shares.”

We believe this restriction will discourage

sold in our Initial Public Offering, which we refer to as the “Excess Shares.” We believe this restriction will discourage

stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their

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a significant premium to the then-current market price or on other undesirable terms.

By limiting our stockholders’

By limiting our stockholders’ ability to

redeem more than 15% of the shares sold in our Initial Public Offering without our prior consent, we believe we will limit the ability

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or a certain amount of cash.

However, we will not restrict our stockholders’

ability to vote all of their shares (including Excess

However, we will not restrict our stockholders’ ability to vote all of their shares (including Excess

Shares) for or against our initial business combination.

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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

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,

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and information statements and other information regarding issuers that file electronically with the SEC.

The SEC’s Internet website

is located at http://www.sec.gov.

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which may influence a vote on a proposed initial business combination and reduce the public

“float”

of our Class A common stock or Public Warrants.

“float” of our Class A common stock or Public Warrants.

our Sponsor, officers and directors will lose their entire investment in us if our initial

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we seek stockholder approval of our initial business combination and we do not conduct redemptions

pursuant to the tender offer rules, and if you or a “group”

of stockholders are

pursuant to the tender offer rules, and if you or a “group” of stockholders are

deemed to hold in excess of 15% of our Class A common stock, you will lose the ability to

redeem all such shares in excess of 15% of our Class A common stock.

may delist our securities from trading on its exchange, which could limit investors’

ability to make transactions in our securities and subject us to additional trading restrictions.

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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-K/A

Item 1. Business