What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-11-24 compared with 2021-05-28 · 3 added, 207 removed, 64 unchanged (77% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Company’s Class A common stock Public Shares, Public Warrants and Units are currently listed on Nasdaq under the symbols MOTN,

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Company’s Class A common stock Public Shares, Public Warrants and Units are currently listed on Nasdaq under the symbols MOTN,

MOTNW and MOTNU, respectively.

42 unchanged sentences

the closing of our Initial Public Offering and the Private Placement, $115,000,000 was placed in the Trust Account, comprised of $112,700,000

of the proceeds from our Initial Public Offering (which amount includes $4,025,000 of the underwriter’s deferred discount) and

$2,300,000 of the proceeds of the Private Placement.

18 unchanged sentences

Selected Financial Data

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

following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction

with our audited financial statements and the notes related thereto which are included in “Item 8.

Financial Statements and Supplementary

of this Annual Report.

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

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors,

including those set forth under “Risk Factors Summary,”

“Item 1A.

Risk Factors”

and elsewhere in this Annual

this report on Form 10-K/A for the fiscal year ended December 31, 2020, we are restating our audited financial statements as of, and

for the period ended, December 31, 2020.

restatement results from our prior accounting for our outstanding warrants issued in connection with our IPO and Private Placement on

October 19, 2020 which had been classified as a component of equity on the premise that the instruments were indexed to our own stock

and were eligible to be accounted for as equity instruments instead of classifying them as derivative liabilities.

April 12, 2021, the SEC Staff issued the SEC Staff Statement expressing the SEC Staff’s view that certain terms and conditions

common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet instead of equity.

Since issuance on October 19, 2020, our warrants were accounted for as equity within our balance sheet, and after discussion and evaluation,

we have concluded that our warrants should be presented as liabilities with subsequent fair value remeasurement.

Historically,

our outstanding warrants were reflected as a component of equity instead of liabilities on the balance sheets and the statements of operations

did not include the subsequent non-cash changes in estimated fair value of the warrants, based on our application of ASC 815-40.

views expressed in the SEC Staff Statement were not consistent with our historical interpretation of the specific provisions within the

warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement.

consultation with our audit committee, we concluded that our previously issued financial statements of the Affected Period should be

restated and that the warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair

value reported in our statement of operations each reporting period.

accounting for the warrants as derivative liabilities instead of as equity did not have any effect on our previously reported revenue,

operating expenses, operating income, cash flows or cash.

In connection with the restatement, our management reassessed the effectiveness

of its disclosure controls and procedures for the period affected by the restatement.

As a result of that reassessment, we determined

that our disclosure controls and procedures for such period were not effective with respect to the misclassification of the Company’s

warrants as components of equity instead of as derivative liabilities.

For more information, see Item 9A included in this report on Form

restatement is more fully described in Note 2 “Restatement of Previously Issued Financial Statements”

to the financial statements

included herein.

are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange,

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

We consummated our Initial

Public Offering on October 19, 2020.

We intend to use the cash proceeds from our public offering and private placement of warrants as

well as additional issuances, if any, of our capital stock, debt or a combination of cash, stock and debt to complete the business combination.

expect to incur significant costs in the pursuit of our acquisition plans.

There can be no assurance that our plans to raise capital

or to complete our initial business combination will be successful.

March 8, 2021, we entered into the Merger Agreement with Merger Sub and DocGo, which provides for the Merger of Merger Sub with and into

DocGo, with DocGo being the surviving entity of the Merger and becoming a wholly-owned subsidiary of the Company.

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

Closing Shares, 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.

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 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;

(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 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:

(i) with respect to 287,500 Sponsor Earnout Shares, 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 third anniversary of the closing date, and (ii) with respect to the remaining 287,500

Sponsor Earnout Shares, 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 fifth anniversary of the closing date.

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.

The Merger Agreement may also be terminated by either

party under certain circumstances.

Private Placement

with the execution of the Merger Agreement, the Company entered into subscription agreements with PIPE 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 at a price of $10.00 per share, for aggregate gross proceeds to the Company of $125,000,000.

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 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 declared effective as promptly as practicable thereafter,

but in no event later than the earlier of 60 calendar days after filing (or 90 calendar days in the event the SEC issues written comments)

or the 10th business day after the Company is notified that the registration statement will not be subject to review or further review.

and Capital Resources

to the Initial Public Offering, our liquidity needs were satisfied through a payment of $25,000 from our Chief Executive Officer to fund

certain offering costs in exchange for the issuance to the Sponsor of the Founder Shares, and advances to us from our Sponsor of

approximately $71,000 under a note payable to pay for other offering costs in connection with the Initial Public Offering.

We fully repaid

this note payable on October 19, 2020.

to the Initial Public Offering, our liquidity needs have been satisfied from the net sales proceeds of the Private Placement Warrants

not held in the Trust Account.

At December 31, 2020, we had an unrestricted cash balance of approximately $879,000 and working capital

of approximately $888,000.

We expect our working capital needs will be satisfied through these funds, which are held outside of the Trust

Investment income on funds held in the Trust Account may be used to pay income taxes, if any, and Delaware franchise taxes.

addition, our Sponsor, officers, directors and their affiliates may, but are not obligated to, loan us funds as may be required in connection

with the business combination.

Except as may be precluded by the terms of a business combination definitive agreement, up to $1,500,000

of these working capital loans may be converted into warrants of the post business combination entity at a price of $1.50 per warrant

at the option of the lender, and such warrants would be identical to the Private Placement Warrants.

on the foregoing, 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.

a result of the restatement described in Note 2 “Restatement of Previously Issued Financial Statements”

to the financial

statements included herein, we classify the warrants issued in connection with our IPO and Private Placement as liabilities at their

fair value and adjust the warrant instruments to fair value at each reporting period.

These liabilities are subject to remeasurement

at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations.

Warrant Liabilities

do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

We evaluate all of our financial

instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify

as embedded derivatives, pursuant to ASC 480 and ASC 815-15.

The classification of derivative instruments, including whether such instruments

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

issued an aggregate of 6,366,666 warrants in connection with our IPO and the Private Placement, which, as a result of the restatement

described in Note 2 “Restatement of Previously Issued Financial Statements”

to the financial statements included herein,

are recognized as derivative liabilities in accordance with ASC 815-40.

Accordingly, we recognize the warrants as liabilities at fair

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

The liabilities are subject to remeasurement at each balance

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

The fair value

of the warrants issued in connection with our IPO and the Private Placement was determined using Monte Carlo simulations at the two measurement

dates (October 19, 2020 and December 31, 2020).

of Operations

date, we have neither engaged in any significant business operations nor generated any revenues.

All activities to date relate to our

corporate formation, Initial Public Offering, search for suitable business combination candidates, and negotiations with DocGo.

consummating our Initial Public Offering on October 19, 2020, we have incurred expenses primarily for legal and audit services, Nasdaq

listing fees, directors’

and officers’

liability insurance, trust and transfer agent fees, Delaware franchise taxes, diligence-related

expenses on our target company, and investor relations.

the period from August 11, 2020 (inception) through December 31, 2020, we had a net loss of $4,223,533 which was attributable to general

and administrative expenses and formation costs.

We will not be generating any revenue until the closing and completion of our initial

business combination.

a result of the restatement described in Note 2 “Restatement of Previously Issued Financial Statements”

to the financial

statements included herein, we classify the warrants issued in connection with our IPO and Private Placement as liabilities at their

fair value and adjust the warrant instruments to fair value at each reporting period.

These liabilities are subject to remeasurement

at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations.

As part of the

reclassification to warrant liability, we reclassed a portion of the offering costs associated with the IPO originally charged to stockholders’

equity, to an expense in the statement of operations in the amount of $191,112 based on a relative fair value basis.

For the period from

August 11, 2020 (inception) through December 31, 2020, the change in fair value of warrants was an increase of $3,883,670.

Sheet Arrangements

did not have any off-balance sheet arrangements as of December 31, 2020.

of December 31, 2020, we did not have any lease obligations or purchase commitments, and we had no long-term liabilities other than the

warrant liabilities of $9,040,670 and the deferred underwriting commission of $4,025,000 that is payable from the Trust Account upon

consummating our initial business combination.

Accounting Policies

preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management

to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

Actual results

could differ from those estimates.

The Company has identified the following as its critical accounting policies:

of the 11,500,000 Public Shares sold as part of our Initial Public Offering contain a redemption feature as described in this Annual

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.

or decreases in the carrying amount of redeemable shares are effected by recording offsetting adjustments to additional paid-in capital.

At December 31, 2020, there were 11,500,000 Public Shares, of which 9,784,208 were recorded as redeemable shares and classified outside

of permanent equity, and 1,715,792 were classified as Class A common stock in stockholders’

account for the warrants issued in connection with our IPO in accordance with the guidance contained in ASC 815-40-15-7D under which

the warrants do not meet the criteria for equity treatment and must be recorded as liabilities.

Accordingly, we classify the warrants

as liabilities and adjust the warrants to fair value at each reporting period.

This liability is subject to re-measurement at each balance

sheet date until exercised and any change in fair value is recognized in our statement of operations.

The fair value of the warrants

was determined using Monte Carlo simulations at the IPO date and at December 31, 2020.

Income (Loss) per Common Share

accordance with FASB ASC 260, “Earnings Per Share”

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

participating securities because such shares are entitled to a pro rata share of undistributed trust earnings but do not share in the

Company’s net losses.

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

Pursuant to this method, net income per share for Class A common stock is calculated by dividing the undistributed interest income earned

on investments held in the Trust Account by the weighted average number of Class A shares outstanding since original issuance, and net

loss per share for Class B common stock is calculated by dividing the net loss, adjusted for income allocated to the Class A shares,

by the weighted average number of Class B shares outstanding during the period.

Accounting Pronouncements

does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect

on the accompanying financial statements.

Quantitative and Qualitative Disclosures About Market Risk

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 5. Market for Registrant’s Common Equity