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Item 8. Financial Statements and Supplementary Data

2021-11-24 compared with 2021-05-28 · 514 added, 466 removed, 423 unchanged (70% of the section changed)

2 unchanged sentences

Report of Independent Registered Public Accounting Firm

Financial Statements:

Balance Sheet as of December 31, 2020 (as restated)

Statement of Operations for the period from August 11, 2020 (inception) to December 31, 2020 (as restated)

Statement of Changes in Stockholders’

Equity for the period from August 11, 2020 (inception) to December 31, 2020 (as restated)

Statement of Changes in Stockholders’ Equity for the period from August 11, 2020 (inception) to December 31, 2020 (as restated)

Statement of Cash Flows for the period from August 11, 2020 (inception) to December 31, 2020 (as restated)

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the Stockholders and the Board of Directors of

Acquisition Corp.

(formerly known as Motion Acquisition Corp.)

on the Financial Statements

have audited the accompanying balance sheet of Motion Acquisition Corp.

(the “Company”) as of December 31, 2020, the related

statements of operations, changes in stockholders’

equity and cash flows for the period from August 11, 2020 (inception) through

December 31, 2020, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of

its operations and its cash flows for the period August 11, 2020 (inception) through December 31, 2020, in conformity with accounting

principles generally accepted in the United States of America.

have audited the accompanying balance sheet of DocGo Inc.

(formerly known as Motion Acquisition Corp.) (the “Company”) as

of December 31, 2020, the related statements of operations, changes in stockholders’ equity (deficit) and cash flows for the period

from August 11, 2020 (inception) through December 31, 2020, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2020, and the results of its operations and its cash flows for the period August 11, 2020 (inception) through December 31, 2020,

in conformity with accounting principles generally accepted in the United States of America.

of Financial Statements

discussed in Note 2 to the financial statements, the Securities and Exchange Commission issued a public statement entitled Staff Statement

on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the

“Public Statement”) on April 12, 2021, which discusses the accounting for certain warrants as liabilities.

The Company previously

accounted for its warrants as equity instruments.

Management evaluated its warrants against the Public Statement, and determined that

the warrants should be accounted for as liabilities.

Accordingly, the 2020 financial statements have been restated to correct the accounting

and related disclosure for the warrants.

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

discussed in Note 2 to the financial statements, the 2020 financial statements have been restated to correct certain misstatements.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audit included

performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing

procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures

in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management,

as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for

WithumSmith+Brown, PC

have served as the Company’s auditor since 2020.

York, New York

ACQUISITION CORP.

31, 2020 (As Restated)

May 28, 2021, except for the effects of the

restatement disclosed in Note 2, as to which the date is November 23, 2021

MOTION ACQUISITION CORP.)

restated – see Note 2)

Current Assets:

Prepaid expenses

Other current assets

Total Current Assets

Cash and marketable securities held in Trust Account

current assets

Current Assets

and marketable securities held in Trust Account

$ 116,067,608

Liabilities and Stockholders’

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

taxes payable

accrued liabilities

Current Liabilities

Accounts payable

Franchise taxes payable

Other accrued liabilities

Total Current Liabilities

Warrant liabilities

Deferred underwriting commissions in connection with the initial public offering

Total Liabilities

Commitments and Contingencies

Class A common stock, 9,784,208 shares subject to possible redemption at $10.00 per share

Stockholders’

underwriting commissions in connection with the initial public offering

and Contingencies

Class A common stock, 11,500,000 shares subject to possible redemption at $ 10.00 per share redemption value

Stockholders’

Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

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2,875,000 shares issued and outstanding (1) (2)

Additional paid-in capital

Accumulated deficit

Total Stockholders’

Total Liabilities and Stockholders’

paid-in capital

( 12,158,200 )

On October 14, 2020,

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

the total number of Class B common shares then outstanding from 3,737,500 to 3,306,250 (see Note 5).

Effective November 16,

2020, the Sponsor forfeited 431,250 Class B common shares as a result of the underwriter waiving its over-allotment option (see Note

Stockholders’ Deficit

( 12,157,912 )

Liabilities and Stockholders’ Deficit

$ 116,067,608

(1) On October 14, 2020, the Sponsor effected a surrender of 431,250 Class B common shares to the Company for no consideration, resulting in a decrease in the total number of Class B common shares then outstanding from 3,737,500 to 3,306,250 (see Note 5).

(2) Effective November 16, 2020, the Sponsor forfeited 431,250 Class B common shares as a result of the underwriter waiving its over-allotment option (see Note 4).

accompanying notes are an integral part of these financial statements.

ACQUISITION CORP.

MOTION ACQUISITION CORP.)

OF OPERATIONS

THE PERIOD FROM AUGUST 11, 2020 (INCEPTION) TO DECEMBER 31, 2020 (As Restated)

THE PERIOD FROM AUGUST 11, 2020 (INCEPTION) TO DECEMBER 31, 2020

restated – See Note 2)

Operating and formation costs

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Total other income (expense)

$ (4,223,533 )

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

Basic and diluted net income per Class A common share

Basic and diluted net 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

On October 14, 2020,

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

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

All shares and associated amounts have been

retroactively restated to reflect the share surrender (see Note 5).

Effective November 16,

2020, the Sponsor forfeited 431,250 Class B common shares as a result of the underwriter waiving its over-allotment option (see Note

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

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

All shares and associated

amounts have been retroactively restated to reflect the share surrender (see Note 5).

November 16, 2020, the Sponsor forfeited 431,250 Class B common shares as a result of the underwriter waiving its over-allotment

option (see Note 4).

These forfeited shares are excluded from weighted average Class B common shares outstanding.

accompanying notes are an integral part of these financial statements.

ACQUISITION CORP.

OF CHANGES IN STOCKHOLDERS’

THE PERIOD FROM AUGUST 11, 2020 (INCEPTION) TO DECEMBER 31, 2020 (As Restated)

Stockholders’

Balance –

MOTION ACQUISITION CORP.)

OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

THE PERIOD FROM AUGUST 11, 2020 (INCEPTION) TO DECEMBER 31, 2020

restated – See Note 2)

Stockholders’

– August 11, 2020 (inception)

Issuance of Class B common shares to Sponsor (1)

Sale of 11,500,000 Class A shares, net of underwriting discount, offering expenses, and fair value of public warrants

Excess cash received over fair value of private placement warrants

Forfeiture of Class B common stock (2)

Class A common shares subject to possible redemption

(97,841,102 )

(97,842,080 )

Balance –

of Class B common shares to Sponsor (1)

cash received over fair value of private placement warrants

of Class B common stock (2)

of Class A common stock subject to possible redemption

– December 31, 2020

$ (4,223,533 )

On October 14, 2020,

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

the total number of Class B common shares then outstanding from 3,737,500 to 3,306,250 (see Note 5).

Effective November 16,

2020, the Sponsor forfeited 431,250 Class B common shares as a result of the underwriter waiving its over-allotment option (see Note

(2) Effective November 16, 2020, the Sponsor forfeited 431,250 Class B common shares as a result of the underwriter waiving its over-allotment option (see Note 4).

accompanying notes are an integral part of these financial statements.

ACQUISITION CORP.

MOTION ACQUISITION CORP.)

OF CASH FLOWS

THE PERIOD FROM AUGUST 11, 2020 (INCEPTION) TO DECEMBER 31, 2020 (As Restated)

Cash Flows from Operating Activities:

$ (4,223,533 )

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

Interest earned on marketable securities held in Trust Account

Offering costs allocable to warrant liabilities

Change in fair value of warrant liabilities

Changes in operating assets and liabilities:

Prepaid expenses

Other current assets

Accounts payable

Franchise taxes payable

Net cash used in operating activities

Cash flow from investing activities:

Deposit of cash into Trust Account

(115,000,000 )

Net cash used in investing activities

THE PERIOD FROM AUGUST 11, 2020 (INCEPTION) TO DECEMBER 31, 2020

restated – see Note 2)

Flows from Operating Activities:

$ ( 4,223,533 )

Cash flow from financing activities:

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Warrants

Proceeds from related party note payable

Repayment of related party note payable

Payment of offering costs

Net cash provided by financing activities

Net change in cash

Cash - beginning of the period

Cash - end of the period

Supplemental disclosure of noncash investing and financing activities:

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

Offering costs included in other accrued liabilities

Deferred underwriting fees charged to additional paid-in capital

Initial classification of Class A common shares subject to possible redemption

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

earned on marketable securities held in Trust Account

costs allocable to warrant liabilities

in fair value of warrant liabilities

in operating assets and liabilities:

current assets

taxes payable

cash used in operating activities

flow from investing activities:

of cash into Trust Account

( 115,000,000 )

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

cash used in investing activities

( 115,000,000 )

flow from financing activities:

from sale of Units, net of underwriting discounts paid

from sale of Private Warrants

from related party note payable

of related party note payable

of offering costs

cash provided by financing activities

change in cash

- beginning of the period

- end of the period

disclosure of noncash investing and financing activities:

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

costs included in other accrued liabilities

underwriting fees recorded as non-current liability in connection with initial public offering

accompanying notes are an integral part of these financial statements.

ACQUISITION CORP.

MOTION ACQUISITION CORP.)

NOTES TO FINANCIAL STATEMENTS

FROM INCEPTION (AUGUST 11, 2020) TO DECEMBER 31, 2020

restated – See Note 2)

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Acquisition Corp.

(the “Company”) is a blank check company incorporated in Delaware on August 11, 2020.

Company’s sponsor is Motion Acquisition LLC, a Delaware limited liability company (the “Sponsor”).

Company’s fiscal year end is December 31.

(the “Company”) is a blank check company incorporated in Delaware on August 11, 2020.

The Company’s

sponsor is Motion Acquisition LLC, a Delaware limited liability company (the “Sponsor”).

The Company’s fiscal year

end is December 31.

November 5, 2021 (the “Closing Date”), subsequent to the fiscal year to which this Annual Report on Form 10-K/A 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”).

In connection

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

to DocGo Inc.

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.

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.

Purpose Prior to the Business Combination

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

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revenue to date.

Company’s management has broad discretion with respect to the specific application of the net proceeds of its initial public offering

of units (the “Initial Public Offering”), although substantially all of the net proceeds of the Initial Public Offering are

Company’s management has broad discretion with respect to the specific application of the net proceeds of its initial public offering

of units (the “Initial Public Offering”), although substantially all of the net proceeds of the Initial Public Offering are

intended to be generally applied toward completing a business combination.

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able to successfully complete a business combination.

Business Combination

March 8, 2021, the Company entered into a merger agreement with Ambulnz, Inc.

The proposed business combination is subject to the approval

of both companies’

stockholders, obtaining the required regulatory approvals, and the fulfillment of other conditions.

11 for a further description of this proposed business combination.

registration statement for the Company’s Initial Public Offering was declared effective on October 14, 2020.

On October 19,

2020, the Company consummated its Initial Public Offering of 11,500,000 units (the “Units”

and, with respect

to the Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating

gross proceeds of $115.0 million, and incurring offering costs of approximately $6.7 million, inclusive of $4.0 million

in deferred underwriting commissions (Note 4).

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 2,533,333

warrants (each, a “Private Placement Warrant”

and collectively, the “Private Placement Warrants”) at a price

Financing Prior to the Business Combination

The registration statement

for the Company’s Initial Public Offering was declared effective on October 14, 2020.

On October 19, 2020, the Company consummated

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

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

and incurring offering costs of approximately $ 6.7 million, inclusive of $ 4.0 million in deferred underwriting commissions (Note 4).

Simultaneously with the

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

warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price

of $ 1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $ 3.8 million (Note

Company granted the underwriter a 45-day option from the date of Initial Public Offering to purchase up to 1,725,000 additional Units

to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions.

In November 2020, the

underwriter advised the Company that it had elected to not exercise the over-allotment option (Note 4).

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

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

account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee.

The proceeds held in the Trust Account will either be held as cash or invested only in U.S.

“government securities,”

the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds

meeting certain conditions under the Investment Company Act, which invest only in direct U.S.

government treasury obligations, as determined

by the Company, until the earlier of:

(i) the completion of a business combination and (ii) the distribution of the Trust Account as

described below.

The Company granted the

underwriter a 45-day option from the date of Initial Public Offering to purchase up to 1,725,000 additional Units to cover over-allotments

at the Initial Public Offering price less the underwriting discounts and commissions.

In November 2020, the underwriter advised the Company

that it had elected to not exercise the over-allotment option (Note 4).

Trust Account

Prior to the Business Combination

Upon the closing of the

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

in the Initial Public Offering and Private Placement Warrants in the Private Placement were placed in a trust account (“Trust

Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee.

The proceeds held

in the Trust Account will either be held as cash or invested only in U.S.

“government securities,” within the meaning set

forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain

conditions under the Investment Company Act, which invest only in direct U.S.

government treasury obligations, as determined by the Company,

until the earlier of:

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

to stock exchange listing rules, the Company must complete an initial business combination with one or more target businesses that together

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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’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest earned on the

(the “Investment Company Act”).

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

(i) the completion of the business combination;

(ii) the redemption of any of Public Shares to its holders (the “Public Stockholders”)

properly tendered in connection with a stockholder vote to amend certain provisions of the Company’s amended and restated certificate

(ii) the redemption of any of Public Shares to its holders (the “Public Stockholders”)

properly tendered in connection with a stockholder vote to amend certain provisions of the Company’s amended and restated certificate

of incorporation prior to an initial business combination and (iii) the redemption of 100 % of the Public Shares if the Company does not

complete a business combination within the Combination Period (as defined below).

Company, having signed a definitive agreement for an initial business combination (Note 11), will either (i) seek stockholder approval

of the business combination at a meeting called for such purpose in connection with which Public Stockholders may seek to redeem their

Public shares, regardless of whether they vote for or against the business combination or do not vote at all, for cash equal to their

pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation

of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to

the Company to pay its taxes, or (ii) provide the Public Stockholders with the opportunity to sell their shares to the Company by means

of a tender offer for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated

as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in

the Trust Account and not previously released to the Company to pay its taxes.

As a result, such redeemable common stock was recorded

at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial

Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 480, “Distinguishing

Liabilities from Equity.”

Except as required by applicable law, the decision as to whether the Company will seek stockholder approval

of the business combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in

its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction

would otherwise require the Company to seek stockholder approval.

If the Company seeks stockholder approval, it will complete its business

combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination.

in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001

either immediately prior to or upon consummation of the Company’s initial business combination.

In such case, the Company would

not proceed with the redemption of its Public Shares and the related business combination, and instead may search for an alternate business

Company will have 24 months from the closing of the Initial Public Offering, or October 19, 2022, to complete its initial business

combination (the “Combination Period”).

If the Company does not complete a business combination within this period of time

(and stockholders do not approve an amendment to the Company’s amended and restated certificate of incorporation to extend this

date), it will (i) cease all operations except for the purpose of winding up;

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to pay its 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 Stockholder’s rights as stockholders (including the right to receive further

liquidating distributions, if any);

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of

the remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and

(iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable

The Company’s Sponsor and the Company’s officers and directors have entered into agreements with the Company, pursuant

the remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and

(iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable

The Company’s Sponsor and the Company’s officers and directors have entered into agreements with the Company, pursuant

to which they have waived their rights to participate in any redemption with respect to their Founder Shares (as defined below) in the

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provided, however, if the Sponsor or any

of the Company’s officers, directors or affiliates acquire Public Shares after the Initial Public Offering, they will be entitled

to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete

of the Company’s officers, directors or affiliates acquire Public Shares after the Initial Public Offering, they will be entitled

to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete

a business combination within the Combination Period.

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characteristics of the holder of the warrant.

review of the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies

(SPACs)”

promulgated by the SEC on April 12, 2021, the Company’s management further evaluated the warrants under Accounting

Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity.

ASC Section 815-40-15 addresses equity

versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may

be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock.

ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment

to the exercise price upon a specified event and that event is not an input to the fair value of the warrant.

An instrument would be

considered indexed to an entity’s own stock if its settlement amount were equal to the difference between the fair value of a fixed

number of the entity’s equity shares and a fixed monetary amount or an instrument that includes variables that would be inputs

to the fair value of a fixed-for-fixed forward or option on equity shares.

Based on management’s evaluation, the Company’s

audit committee, in consultation with management, concluded that the Company’s warrants are not indexed to the Company’s

May 10, 2021, upon review of the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose

Acquisition Companies (SPACs)” promulgated by the SEC on April 12, 2021, the Company’s management further evaluated the warrants

under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity.

ASC Section 815-40-15

addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states

that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common

Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an

adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant.

An instrument

would be considered indexed to an entity’s own stock if its settlement amount were equal to the difference between the fair value

of a fixed number of the entity’s equity shares and a fixed monetary amount or an instrument that includes variables that would

be inputs to the fair value of a fixed-for-fixed forward or option on equity shares.

Based on management’s evaluation, the Company’s

audit committee, in consultation with management, concluded that the Company’s warrants are not indexed to the Company’s

common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing

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Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period

and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.

Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the

Company’s previously reported cash balance, loss from operations or cash flows.

and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.

Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the

Company’s previously reported cash balance, loss from operations or cash flows.

is a summary of the effects of the restatements on previously issued financial statements, as filed in the First Amended Report:

sheet as of October 19, 2020 (audited)

A common stock subject to possible redemption

( 5,157,000 )

A common stock

paid-in capital

sheet as of December 31, 2020 (audited)

A common stock subject to possible redemption

( 9,040,670 )

A common stock

paid-in capital

( 4,074,782 )

( 4,223,533 )

of Operations for the period from August 11, 2020 (inception) to December 31, 2020 (audited)

in fair value of warrant liabilities

expense associated with warrant liabilities

( 4,074,782 )

( 4,223,533 )

and diluted net loss per share, Class B common stock

of Cash Flows for the period from August 11, 2020 (inception) to December 31, 2020 (audited)

$ ( 148,751 )

$ ( 4,074,782 )

$ ( 4,223,533 )

costs allocable to warrant liabilities

in fair value of warrant liabilities

classification of Class A common shares subject to possible redemption

( 5,157,000 )

in value of Class A common shares subject to possible redemption

( 3,883,670 )

( 4,105,540 )

November 22, 2021, the Company concluded it should restate its previously issued financial statements by amending the First Amended

Report, to classify all Class A common stock subject to possible redemption in temporary equity.

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 in permanent equity, or total stockholders’ equity.

Although the Company did not specify a maximum redemption threshold, the Motion Charter as it existed prior to consummation of the Business

Combination on November 5, 2021 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.

with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets.

connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also revised its

earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares.

This presentation contemplates

a business combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the

As a result, the Company restated its previously filed financial statements to present all redeemable Class A common stock as

temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering

and in accordance with ASC 480.

The Company’s previously filed financial statements that contained the error were initially reported

in the Company’s Form 8-K filed with the SEC on October 23, 2020 (the “Post-IPO Balance Sheet”) and the Company's Annual

Report on 10-K for the annual period ended December 31, 2020, which were previously restated in the Company's Amendment No.

Form 10-K as filed with the SEC on May 28, 2021, as well as the Form 10-Qs for the subsequent quarterly periods ended March 31, 2021,

June 30, 2021 and September 30, 2021 (collectively the “Affected Periods”).

These financial statements restate the Company’s

previously issued audited financial statements covering the periods through December 31, 2020.

The quarterly periods ended March 31,

2021, June 30, 2021 and September 30, 2021 will be restated in the Company’s Form 10-Q/A for the quarterly period ended September

30, 2021 that will be filed following this Second Amended Report.

is a summary of the effects of the restatements on previously issued financial statements:

Balance sheet as of October 19, 2020 (audited)

Warrant liabilities

Class A common stock subject to possible redemption

Class A common stock

Additional paid-in capital

Accumulated deficit

Balance sheet as of December 31, 2020 (audited)

Warrant liabilities

Class A common stock subject to possible redemption

Class A common stock

Additional paid-in capital

Accumulated deficit

Statement of Operations for the period from August 11, 2020 (inception) to December 31, 2020 (audited)

Change in fair value of warrant liabilities

Offering expense associated with warrant liabilities

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

Statement of Cash Flows for the period from August 11, 2020 (inception) to December 31, 2020 (audited)

change in the carrying value of the redeemable shares of Class A common stock in the IPO Balance Sheet resulted in a decrease of approximately

$ 5.2 million in additional paid-in capital and an increase of approximately $ 7.9 million in the accumulated deficit, as well as a reclassification

of 1,305,238 shares of Class A common stock from permanent equity to temporary equity at a redemption value of $ 10.00 per share, as presented

sheet as of October 19, 2020 (audited)

Previously Restated and Reported in

$ 116,390,976

Offering costs allocable to warrant liabilities

Change in fair value of warrant liabilities

Initial classification of Class A common shares subject to possible redemption

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

A common stock subject to possible redemption

A common stock

B common stock

paid-in capital

( 5,195,264 )

( 7,856,985 )

( 8,052,705 )

stockholders’ equity (deficit)

$ ( 13,052,380 )

$ ( 8,052,374 )

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

$ 116,390,976

impact of the restatement on the audited balance sheet as of December 31, 2020 is presented below:

sheet as of December 31, 2020 (audited)

Restated and Reported in

$ 116,067,608

A common stock subject to possible redemption

A common stock

B common stock

paid-in capital

( 9,223,081 )

( 4,223,533 )

( 7,934,667 )

( 12,158,200 )

stockholders’ equity (deficit)

$ ( 17,157,920 )

$ ( 12,157,912 )

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

$ 116,067,608

impact of the restatement to the previously reported as restated statement of cash flows for the period ended December 31, 2020, is presented

For the Period From August 11, 2020 (Inception) Through December 31, 2020

As Previously

Restated and Reported in

Supplemental Disclosure of Noncash Financing Activities:

Initial value of Class A common stock subject to possible redemption

$ 101,947,620

$ ( 101,947,620 )

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

$ ( 4,105,540 )

to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common share is presented below for

the period from August 11, 2020 (Inception) through December 31, 2020:

Loss Per Share

the Period From August 11, 2020 (Inception) Through December 31, 2020

As Previously

Restated and Reported in

$ ( 4,223,533 )

Weighted average shares outstanding - Class

A common stock

( 5,588,028 )

Basic and diluted net loss per share - Class

A common stock

Weighted average shares outstanding - Class

B common stock

Basic and diluted net loss per share - Class

B common stock

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of presentation

accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States

of America (“GAAP”) and pursuant to the rules and regulations of the Securities and

Exchange Commission (“SEC”).

described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements as of December

31, 2020, and for the period from August 11, 2020 (inception) through December 31, 2020 (collectively, the “Affected Period”),

are restated in this Annual Report on Form 10-K/A (Amendment No.

1) (this “Annual Report”) to correct the misapplication

of accounting guidance related to the Company’s warrants in the Company’s previously issued audited financial statements

for such period.

The restated financial statements are indicated as “Restated”

in the audited financial statements and accompanying

notes, as applicable.

See Note 2—Restatement of Previously Issued Financial Statements for further discussion.

preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions

Basis of presentation

The accompanying financial statements have been

prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant

to the rules and regulations of the Securities and

Exchange Commission (“SEC”).

As described in the Company’s Form

8-K filed on November 22, 2021 and in Note 2—Restatement of Previously Issued Financial Statements herein, the Company’s

financial statements as of December 31, 2020 and for the period from August 11, 2020 (inception) through December 31, 2020

(collectively, the “2020 Affected Period”), are restated in this Annual Report on Form 10-K/A (Amendment No.

“Annual Report”) to correct the misapplication of accounting guidance related to the Company’s Public Shares in

the Company’s previously restated audited financial statements for such period.

The restated financial statements are

indicated as “Restated” in the audited financial statements and accompanying notes, as applicable.

2—Restatement of Previously Issued Financial Statements for further discussion.

preparation of the financial statements in conformity with GAAP requires the Company’s 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

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Growth Company

Company is an “emerging growth company,”

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

Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities

Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of

certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies

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at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements

with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the

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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.

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was determined using Monte Carlo simulations at the initial public offering date (October 19, 2020) and at December 31, 2020.

A Common Stock Subject to Possible Redemption

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.

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 the Company’s control) are classified as temporary equity.

At all other times, shares of Class A common stock are

classified as stockholders’ equity.

Prior to consummation of the Business Combination, the Company’s Public Shares featured

certain redemption rights that were considered to be outside of the Company’s control.

Accordingly, at December 31, 2020, 11,500,000

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 balance sheet.

with the closing of the Initial Public Offering, the Company recognized the accretion from the initial carrying value of the Public Shares

to the redemption amount, which resulted in charges to additional paid-in capital (to the extent available) and accumulated deficit.

Costs Associated with the Initial Public Offering

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public offering.

Offering costs were allocated on a relative fair value basis between stockholders’

equity and expense.

of offering costs allocated to the Public Warrants and Private Placement Warrants has been charged to expense, and the portion of offering

costs allocated to the public Class A common stock shares has been charged to Additional Paid-in Capital.

On December 31, 2020, offering

costs totaled $6,793,491 (consisting of $2,300,000 of underwriting fees, $4,025,000 of deferred underwriting fees and $468,491 of other

offering costs), of which $191,112 was charged to expense and $6,602,379 was charged to Additional Paid-in Capital.

Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering on a relative

fair value basis, compared to total proceeds received.

Offering costs associated with warrant liabilities were recorded and presented

as non-operating expenses in the statement of operations, while offering costs associated with the Public Shares were charged against

the carrying value of such Class A common stock upon the completion of the Initial Public Offering..

On December 31, 2020, offering costs

totaled $ 6,793,491 (consisting of $ 2,300,000 of underwriting fees, $ 4,025,000 of deferred underwriting fees and $ 468,491 of other offering

costs), of which $ 191,112 was charged to expense and $ 6,602,379 was charged against the carrying value of the Public Shares.

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value

Measurements and Disclosures,”

approximates the carrying amounts represented in the balance sheet primarily due to their short-term

Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes”

fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value

Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet primarily due to their short-term

Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences

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Income (Loss) Per Common Share

income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number

of common shares outstanding during the period, excluding shares subject to forfeiture.

The Company has not considered the effect of

the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of approximately 6,367,000 shares of

Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury

stock method.

As a result, diluted earnings per share is the same as basic earnings per share for the period presented.

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 of $20,078 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 of $4,243,607, adjusted for income allocated to

the Class A shares of $20,078, by the weighted average number of Class B shares outstanding during the period.

Company complies with the 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 period.

Company did not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to

purchase an aggregate of approximately 6,367,000 shares of common stock in the calculation of diluted income (loss) per share because

their exercise is contingent upon future events and because their inclusion would be anti-dilutive under the treasury stock method.

associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share

for each class of common stock:

the period from August 11,

2020 (inception) through December 31,2020

Basic and diluted net loss per common share:

$ ( 2,841,640 )

$ ( 1,381,893 )

and diluted weighted average common shares outstanding

Basic and diluted

net loss per common share

Accounting Pronouncements

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

effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

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underwriting commissions.

Upon the closing of the Initial Public Offering and the Private Placement, $115.0 million ($10.00 per

Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants in the Private Placement

Upon the closing of the Initial Public Offering and the Private Placement, $ 115.0 million ($ 10.00 per Unit)

of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants in the Private Placement

were placed in the Trust Account.

Unit consists of one of the Company’s shares of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant

(the “Public Warrants”

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

Unit consists of one of the Company’s shares of Class A common stock, $ 0.0001 par value, and one-third of one redeemable warrant

(the “Public Warrants” and, collectively with the Private Placement Warrants, the “warrants”).

Each whole Public

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in the total number of Class B common shares outstanding from 3,306,250 to 2,875,000 , such that the Founder Shares (as defined below)

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

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

underwriter was entitled to an underwriting discount of $ 0.20 per unit, or $ 2.3 million in the aggregate, paid upon the closing

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RELATED PARTY TRANSACTIONS

August 12, 2020, the Company’s Chief Executive Officer paid for certain offering costs for an aggregate price of $25,000 in exchange

for issuance of 3,737,500 shares of Class B common stock, par value $0.0001 per share (the “Founder Shares”), issued

August 12, 2020, the Company’s Chief Executive Officer paid for certain offering costs for an aggregate price of $ 25,000 in exchange

for issuance of 3,737,500 shares of Class B common stock, par value $ 0.0001 per share (the “Founder Shares”), issued

to the Sponsor.

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431,250 Class B common shares were forfeited, resulting in a decrease in the total number of Class B common shares outstanding from 3,306,250

to 2,875,000 such that the Founder Shares represent 20.0% of the Company’s issued and outstanding shares after the Initial Public

The Class B common stock shares were allocated among the Company’s officers, certain directors as well as to certain

to 2,875,000 such that the Founder Shares represent 20.0 % of the Company’s issued and outstanding shares after the Initial Public

The Class B common stock shares were allocated among the Company’s officers, certain directors as well as to certain

third parties.

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days after the initial business combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange,

reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their

shares of common stock for cash, securities or other property.

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$ 2,052,000 was included in warrant liabilities at the initial public offering date and $ 1,748,000 was recorded as Additional Paid-In

Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share,

subject to adjustment.

A portion of the proceeds from the sale of the Private Placement Warrants was added to the net proceeds from the

Initial Public Offering to be held in the Trust Account.

If the Company does not complete a business combination within the Combination

Period, the Private Placement Warrants will expire worthless.

The Private Placement Warrants will be non-redeemable for cash (subject

to certain exceptions) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $ 11.50 per share, subject

to adjustment.

A portion of the proceeds from the sale of the Private Placement Warrants was added to the net proceeds from the Initial

Public Offering to be held in the Trust Account.

If the Company does not complete a business combination within the Combination Period,

the Private Placement Warrants will expire worthless.

The Private Placement Warrants will be non-redeemable for cash (subject to

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

Private Placement Warrants (and the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable,

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order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination,

the Company’s officers, directors and their affiliates may, but are not obligated to, loan the Company funds as may be required

(the “Working Capital Loans”).

the Company’s officers, directors and their affiliates may, but are not obligated to, loan the Company funds as may be required

(the “Working Capital Loans”).

Up to $ 1.5 million of such Working Capital Loans may be convertible into warrants of

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Securities Act.

In addition, Sponsor will have “piggy-back”

registration rights to include their securities in other registration

In addition, Sponsor will have “piggy-back” registration rights to include their securities in other registration

statements filed by the Company.

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provided that, if the Class A common stock is at the time of any exercise

of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security”

of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under

Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants

to do so on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so

to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so

elects, it will not be required to file or maintain in effect a registration statement, but it will be required to use its best efforts

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for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (with such issue

price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such

issuance to the Company’s Sponsor or to its officers, directors or their affiliates, without taking into account any Founder Shares

held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent

price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such

issuance to the Company’s Sponsor or to its officers, directors or their affiliates, without taking into account any Founder Shares

held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent

more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the

date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price

of the Company’s shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on

which the Company consummates its initial business combination (such price, the “Market Value”) is below $9.20 per share,

of the Company’s shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on

which the Company consummates its initial business combination (such price, the “Market Value”) is below $9.20 per share,

the exercise price of each warrant will be adjusted (to the nearest cent) such that the effective exercise price per full share will

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the warrants become exercisable, the Company may redeem the outstanding warrants (except for the Private Placement Warrants):

in whole and not in part;

at a price of $0.01 per

upon a minimum of 30 days’

prior written notice of redemption;

if, and only if, the last

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

reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the

warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption

to the warrant holders.

whole and not in part;

a price of $0.01 per Warrant;

a minimum of 30 days’ prior written notice of redemption;

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

the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the

Public Warrants to do so on a “cashless basis,”

as described in the warrant agreement.

Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants:

in whole and not in part;

at $0.10 per warrant upon

a minimum of 30 days’

prior written notice of redemption provided that holders will be able to exercise their warrants on a

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

agreed table based on the redemption date and the “fair market value”

of the Company’s Class A common stock;

if, and only if, the last

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

stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends

the notice of redemption to the warrant holders;

if, and only if, the Private

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

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.

“fair market value”

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

whole and not in part;

$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;

and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted

for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which

the Company sends the notice of redemption to the warrant holders;

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.

“fair market value” of the Class A common stock for this purpose shall mean the average last reported sale price of the Class

A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to

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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.

Accordingly, the warrants may expire worthless.

STOCKHOLDERS’

A Common Stock —The Company is authorized to issue 50,000,000 shares of Class A common stock with a par shares value

8 – CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

to the consummation of the Business Combination, the Company’s Class A common stock feature certain redemption rights that were

considered to be outside of the Company’s control and subject to the occurrence of future events.

At 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 balance sheet at 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

STOCKHOLDERS’ DEFICIT

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.

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shares of Class A common stock subject to possible redemption.

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

Holders of the Company’s Class B common stock are entitled to one vote for each share.

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

Holders of the Company’s Class B common stock are entitled to one vote for each share .

At December 31, 2020, there were

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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 the Company’s initial business combination (excluding any shares or equity-linked securities

issued or issuable to any seller in the initial business combination).

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

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

At December 31, 2020, there were no shares of preferred stock issued or outstanding.

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Company classifies its U.S.

Treasury and equivalent securities as held-to-maturity in accordance with ASC 320 “Investments ‒

Debt and Equity Securities.”

Held-to-maturity securities are those securities which the Company has the ability and intent to hold

Treasury and equivalent securities as held-to-maturity in accordance with ASC 320 “Investments ‒

Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold

until maturity.

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income taxes.

fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would

have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction

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used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and

Quoted prices in active

markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the

asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other

than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities

and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs

based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.

prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions

for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets

or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.

gross holding gains and fair value of held-to-maturity securities at December 31, 2020 are as follows:

Held-To-Maturity

Carrying Value at

(Amortized Cost)

Gross Unrealized

Fair Value - Quoted Prices in Active Markets

Value - Quoted Prices in Active Markets

Treasury Bills (mature on February 18, 2021)

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The following table presents

information about the Company’s warrant liabilities that are measured at fair value on a recurring basis at December 31, 2020 and

indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Warrant Liabilities –

Public Warrants

Warrant Liabilities –

Private Warrants

Liabilities – Public Warrants

Liabilities – Private Warrants

Company utilized a Monte Carlo simulation model to value the warrants at the initial public offering date (October 19, 2020) and December

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(Initial Measurement)

Term (in years)

Risk-free rate

Dividend yield

Probability of completing a Business Combination

of completing a Business Combination

following table presents the changes in the fair value of warrant liabilities:

Fair value as of August 11, 2020 (inception)

Initial measurement on October 19, 2020

Change in fair value recognized in earnings

Fair value as of December 31, 2020

value as of August 11, 2020 (inception)

measurement on October 19, 2020

in fair value recognized in earnings

value as of December 31, 2020

3 financial liabilities consist of the Public Warrant and Private Placement Warrant liability for which there is no current market for

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income tax provision (benefit) for the year ended December 31, 2020 consists of the following:

Change in valuation allowance

Income tax provision (benefit)

Company’s net deferred tax assets are as follows:

Deferred tax asset

Net operating loss carryforward

Startup/organizational costs

Total deferred tax assets

Valuation allowance

Deferred tax assets, net of allowance

in valuation allowance

tax provision (benefit)

Company’s net deferred tax assets are as follows:

operating loss carryforward

Startup/organizational

deferred tax assets

tax assets, net of allowance

assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of

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realization of the deferred tax assets and has therefore established a full valuation allowance as of December 31, 2020.

reconciliation of the statutory income tax rate to the Company’s effective tax rate for the period from August 11, 2020 (inception)

to December 31, 2020 is as follows:

Tax benefit at statutory federal income tax rate

Permanent book/tax difference

Valuation allowance

Income tax provision (benefit)

benefit at statutory federal income tax rate

book/tax difference

tax provision (benefit)

SUBSEQUENT EVENTS

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the audited financial

statements were issued.

Based upon this review, the Company determined that there have been no events that have occurred that would require

adjustment to or disclosure in the financial statements other than as described below and in Note 2 –

Restatement of Previously

Issued Financial Statements..

Business Combination

March 8, 2021, the Company entered into a merger agreement (the “Merger Agreement”) with Ambulnz, Inc.

dba DocGo (“DocGo”)

pursuant to which DocGo would merge with a newly incorporated subsidiary of the Company (the “Merger”), with DocGo being

The Company evaluated

subsequent events and transactions that occurred after the balance sheet date up to the date the audited financial statements were issued.

Based upon this review, the Company determined that there have been no events that have occurred that would require adjustment to or

disclosure in the financial statements other than as described below, the consummation of the Business Combination described in Note

1 above, and in Note 2 – Restatement of Previously Issued Financial Statements..

Proposed Business

Combination Prior to the Business Combination

March 8, 2021, the Company entered into a merger agreement (the “Merger Agreement”) with Ambulnz, Inc.

dba DocGo (“DocGo”)

pursuant to which DocGo would merge with a newly incorporated subsidiary of the Company (the “Merger”), with DocGo being

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

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Consideration

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

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 the following stock price conditions:

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Escrow Agreement

to the Merger Agreement, the Company’s Sponsor will enter into an escrow agreement (the “Sponsor Escrow Agreement”)

with the Company and Continental Stock Transfer & Trust Company, as escrow agent, providing that, immediately following the closing

of the Merger, the Sponsor shall deposit 575,000 shares of the Company’s Class A common stock (the “Sponsor Earnout Shares”)

The Sponsor Escrow Agreement will provide that such Sponsor Earnout Shares will either be released to the Sponsor or terminated

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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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support agreements, and a registration rights agreement.

Subscription Agreements

Subscription Agreements Prior to the Business

Company engaged Barclays Capital Inc.

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as co-lead private placement agents, and engaged Canaccord Genuity

LLC as co-placement agent for a private placement of the Company’s Class A common stock.

with the execution of the Merger Agreement, the Company entered into subscription agreements (“Subscription Agreements”)

with certain qualified institutional buyers and institutional accredited investors (collectively, the “Investors”), pursuant

LLC as co-placement agent for a private placement of the Company’s Class A common stock.

with the execution of the Merger Agreement, the Company entered into subscription agreements (“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 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”).

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”).

The closing of the Subscription Agreements is conditioned upon, among other

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shall have occurred thereunder, that would reasonably be expected to materially and adversely affect the economic benefits that the Investor

would reasonably expect to receive under the Subscription Agreement without having received the Investor’s prior written consent.

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

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or further review.

shares of the Company’s Class A common stock were offered and sold to the Investors in reliance on the exemption from registration

provided by Section 4(a)(2) of the Securities Act, based on the fact that the sale will have been made without any general solicitation

or advertising and based on representations from each Investor that (a) it was a “qualified institutional buyer”

in Rule 144A under the Securities Act) or an institutional “accredited investor”

(within the meaning of Rule 501(a) under

or advertising and based on representations from each Investor that (a) it was a “qualified institutional buyer” (as defined

in Rule 144A under the Securities Act) or an institutional “accredited investor” (within the meaning of Rule 501(a) under

the Securities Act), (b) it was purchasing the shares of the Company Common Stock for its own account investment, and not with a view

to distribution, (c) it had been given full and complete access to information regarding the Company, DocGo, and the Merger, and (d)

it understood that the offer and sale of the shares of the Company’s common stock was not registered and the shares may not be

publicly sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.

of the Merger is subject to the satisfaction or waiver by the respective parties of a number of conditions, including the approval

of the Merger Agreement and the transactions contemplated thereby by the Company’s and DocGo’s respective stockholders.

Other closing conditions include, among others:

(i) the respective representations of the parties to each other being true and

(ii) performance and compliance with in all material respects of the respective covenants and agreements of each party;

(iii) the applicable waiting periods, if any, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 having expired or

(iv) obtaining the approval of the New York Department of Health with respect to the Merger and other transactions

contemplated by the Merger Agreement;

(v) DocGo having delivered financial statements with an unqualified audit opinion rendered by

an auditing firm qualified by the Public Company Accounting Oversight Board (PCAOB);

(vi) the aggregate amount of cash remaining in

the Company’s Trust Account after taking into consideration redemptions by the Company’s public stockholders and other

permitted disbursements, together with the proceeds of the PIPE (defined below), equaling or exceeding $175,000,000 (the

“Minimum Cash Condition”);

and (vii) the Company having at least $5,000,001 of net tangible assets remaining after the

closing of the contemplated transactions.

Merger Agreement may be terminated:

(i) by mutual written consent of the parties;

(ii) by either party if the Merger has not been consummated

by November 8, 2021 (the Outside Date”);

(iii) by either party if the Company or DocGo do not obtain the required approval

of their respective stockholders;

(iv) by either party in in the event of the breach of any covenant, representation or warranty by the

other party that is not cured by the Outside Date;

or (v) by the Company if DocGo has not delivered financial statements with an unqualified

audit opinion rendered by a PCAOB-qualified auditing firm by June 30, 2021.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data