What changed in this filing

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Item 9A. Controls and Procedures

2021-11-24 compared with 2021-05-28 · 201 added, 172 removed, 470 unchanged (44% of the section changed)

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reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified

in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed

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of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2020.

on its initial evaluation, management concluded that the Company’s disclosure controls and procedures as of December 31, 2020 were

Subsequently, on May 10, 2021, in connection with the restatements discussed in Note 2 “Restatement of Previously Issued

Financial Statements”

to the financial statements included herein, under the supervision and with the participation of the Certifying

Officers, management reevaluated the Company’s disclosure controls and procedures as of December 31, 2020.

During its reevaluation,

management identified a material weakness in internal control over financial reporting that resulted in reclassifying the warrants as

derivative liabilities in its previously issued financial statements.

On May 10, 2021, the audit committee authorized management to restate

its audited financial statements for the annual year ended December 31, 2020.

Accordingly, management concluded that the control deficiency

that resulted in classifying the warrants as equity instead of liability constituted a material weakness as of December 31, 2020.

as a result of this material weakness, management has revised its earlier assessment and has now concluded that the Company’s disclosure

controls and procedures were not effective as of December 31, 2020.

remediate the material weakness surrounding the presentation of the Company’s warrants as equity instead of liability, the Company

has reviewed these internal controls and enhanced the supervisory review of accounting procedures in this financial reporting area.

necessary revisions are properly reflected in Note 2 “Restatement of Previously Issued Financial Statements”

to the financial

statements included herein.

Management’s

on its initial evaluation, management concluded that the Company’s disclosure controls and procedures as of December 31, 2020 were

Subsequently, on May 10, 2021 and November 22, 2021, in connection with the restatements discussed in Note 2 “Restatement

of Previously Issued Financial Statements” to the financial statements included herein, under the supervision and with the participation

of the Certifying Officers, management reevaluated the Company’s disclosure controls and procedures as of December 31, 2020.

each of its reevaluations, management identified a material weakness in internal control over financial reporting that resulted in (i)

reclassifying the warrants as derivative liabilities in its previously issued financial statements and (ii) reclassifying of all of the

Class A common stock as temporary equity.

May 10, 2021, the audit committee authorized management to restate its audited financial statements for the annual year ended December

Accordingly, management concluded that the control deficiency that resulted in classifying the warrants as equity instead of

liability constituted a material weakness as of December 31, 2020.

As a result of this material weakness, management revised its earlier

assessment and concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2020, resulting

in the filing of the First Amended Report.

November 22, 2021, the audit committee authorized management to restate its audited financial statements for the annual year ended

December 31, 2020.

Accordingly, management concluded that the control deficiency that resulted in not classifying all of the Class A

common stock as temporary equity constituted a material weakness as of December 31, 2020.

As a result of this material weakness, management

revised its earlier assessment and concluded that the Company’s disclosure controls and procedures were not effective as of December

31, 2020, resulting in the filing of this Second Amended Report.

The Company will also restate its unaudited condensed financial statements

for the periods ended March 31, 2021, June 30, 2021, and September 30, 2021 in Amendment No.

1 to its Quarterly Report on Form 10-Q for

the quarterly period ended September 30, 2021, to be filed with the SEC.

remediate the material weaknesses surrounding the presentation of the Company’s warrants as equity instead of liability and its

accounting classification of the redeemable Class A common stock, the Company has reviewed these internal controls and enhanced the supervisory

review of accounting procedures in this financial reporting area.

All necessary revisions are properly reflected in Note 2 “Restatement

of Previously Issued Financial Statements” to the financial statements included herein.

Report on Internal Control over Financial Reporting

Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting

or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the

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management did implement changes in internal control over financial reporting during second quarter of 2021 designed to remediate a material

weakness solely related to the presentation of the Company’s warrants as equity instead of liability.

Other Information

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officers and directors are as follows:

Chairman of the Board

Michael Burdiek

Chief Executive Officer and Director

Richard Vitelle

Chief Financial Officer and Secretary

Garo Sarkissian

Executive Vice President, Corporate Development

Executive Officer and Director

Financial Officer and Secretary

Vice President, Corporate Development

Travers has served as our Chairman of the Board since our formation.

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While Chief Executive Officer of Fleetmatics, Mr.

Travers had responsibility for the company’s global operations and strategic

Prior to joining Fleetmatics, he served as Senior Vice President of the Americas of GEAC Computer Corporation Limited (Nasdaq:

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cloud-based contact center software company.

He holds MBA and MSEE degrees from California State University–Fullerton, and a B.S.

degree in Electrical Engineering from Kansas State University.

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at Telogis, he led the process of raising over $200 million in equity and debt capital to fund growth and completed six acquisitions

prior to the company’s sale.

Prior to Telogis, he led corporate financial planning for International Rectifier, a semiconductor

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of a listed company be comprised solely of independent directors.

“independent director”

is defined generally as a person other than an officer or employee of the company or its subsidiaries

or any other individual having a relationship, which, in the opinion of the company’s board of directors, would interfere with

the director’s exercise of independent judgment in carrying out the responsibilities of a director.

“independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries

or any other individual having a relationship, which, in the opinion of the company’s board of directors, would interfere with

the director’s exercise of independent judgment in carrying out the responsibilities of a director.

We have determined that Messrs.

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member of the audit committee is financially literate and our board has determined that Mr.

Messman qualifies as an “audit committee

financial expert”

as defined in applicable SEC rules.

Messman qualifies as an “audit committee

financial expert” as defined in applicable SEC rules.

principal functions of the audit committee, include:

appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered

public accounting firm engaged by us;

appointment, compensation, retention, replacement, and oversight of the work of the independent

auditors and any other independent registered public accounting firm engaged by us;

● pre-approving

all audit and permitted non-audit services to be provided by the independent auditors or any other registered public accounting firm

engaged by us, and establishing pre-approval policies and procedures;

and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

all audit and permitted non-audit services to be provided by the independent auditors or

any other registered public accounting firm engaged by us, and establishing pre-approval

policies and procedures;

and discussing with the independent auditors all relationships the auditors have with us

in order to evaluate their continued independence;

clear hiring policies for employees or former employees of the independent auditors;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control

procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm,

or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more

independent audits carried out by the firm and any steps taken to deal with such issues;

and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior

to us entering into such transaction;

with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including

any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues

regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by

the Financial Accounting Standards Board, the SEC or other regulatory authorities.

and reviewing a report, at least annually, from the independent auditors describing (i) the

independent auditor’s internal quality-control procedures and (ii) any material issues

raised by the most recent internal quality-control review, or peer review, of the audit firm,

or by any inquiry or investigation by governmental or professional authorities within the

preceding five years respecting one or more independent audits carried out by the firm and

any steps taken to deal with such issues;

and approving any related party transaction required to be disclosed pursuant to Item 404

of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

with management, the independent auditors, and our legal advisors, as appropriate, any legal,

regulatory or compliance matters, including any correspondence with regulators or government

agencies and any employee complaints or published reports that raise material issues regarding

our financial statements or accounting policies and any significant changes in accounting

standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other

regulatory authorities.

the period from August 11, 2020 (inception) through December 30, 2020, our Audit Committee held one meeting.

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applicable to members of the compensation committee.

principal functions of the compensation committee, as set forth in the committee’s charter, include:

and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating

our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration

(if any) of our Chief Executive Officer based on such evaluation;

principal functions of the compensation committee, as set forth in the committee’s charter, include:

and approving on an annual basis the corporate goals and objectives relevant to our Chief

Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance

in light of such goals and objectives and determining and approving the remuneration (if

any) of our Chief Executive Officer based on such evaluation;

and approving on an annual basis the compensation of all of our other officers;

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management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

required, producing a report on executive compensation to be included in our annual proxy statement;

all special perquisites, special cash payments and other special compensation and benefit

arrangements for our officers and employees;

required, producing a report on executive compensation to be included in our annual proxy

evaluating and recommending changes, if appropriate, to the remuneration for directors.

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have adopted a Code of Ethics applicable to our directors, officers and employees.

We have previously filed a copy of our Code

of Ethics and our audit, compensation and nominating committee charters as exhibits to the registration statement in connection

with our Initial Public Offering.

You may review these documents by accessing our public filings at the SEC’s web site at

www.sec.gov .

We have previously filed a copy of our Code of Ethics

and our audit, compensation and nominating committee charters as exhibits to the registration statement in connection with our Initial

Public Offering.

You may review these documents by accessing our public filings at the SEC’s web site at www.sec.gov .

In addition, a copy of the Code of Ethics will be provided without charge by us upon request.

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of our officers or directors has received any cash compensation for services rendered to us, and no compensation of any kind, including

finder’s and consulting fees, will be paid by us to our officers, directors, or any of their respective affiliates, for services

rendered prior to or in connection with the completion of our initial business combination.

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We cannot assure you that we will have the ability to recruit additional managers, or that additional

managers will have the requisite skills, knowledge or experience necessary to enhance the target’s incumbent management team.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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following table sets forth information regarding the beneficial ownership of our common stock as of March 29, 2021, by:

person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

of our executive officers, directors and director nominees that beneficially owns shares of our common stock;

person known by us to be the beneficial owner of more than 5% of our outstanding shares of

common stock;

of our executive officers, directors and director nominees that beneficially owns shares

of our common stock;

our executive officers, directors and director nominees as a group.

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Warrants as these warrants are not exercisable within 60 days of the date of this report.

Name and Address of Beneficial Owner (1)

and Address of Beneficial Owner (1)

of Shares Beneficially

of Outstanding

Directors and Executive Officers

James Travers (2)

Michael Burdiek (2)

Richard Vitelle (2)

Garo Sarkissian (2)

Andrew Flett (3)

Mark Licht (3)

Kyle Messman (3)

All officers and directors as a group (seven individuals)

Five Percent Holders

Motion Acquisition LLC (2)

Adage Capital Partners, L.P.

table is based on 14,375,000 shares of common stock outstanding at March 29, 2021, of which 11,500,000 were Class A common stock and

2,875,000 were Founder Shares.

Unless otherwise noted, the business address of each of the beneficial owners listed above is c/o Graubard

and Executive Officers

Sarkissian (2)

officers and directors as a group (seven individuals)

Percent Holders

Acquisition LLC (2)

Capital Partners, L.P.

table is based on 14,375,000 shares of common stock outstanding at March 29, 2021, of which

11,500,000 were Class A common stock and 2,875,000 were Founder Shares.

Unless otherwise

noted, the business address of each of the beneficial owners listed above is c/o Graubard

Miller, 405 Lexington Avenue, New York, New York 10174.

Travers, Michael Burdiek, Richard Vitelle, and Garo Sarkissian are each managing members of Motion Acquisition LLC and, accordingly,

each may be deemed to be the beneficial owner of the securities held by Motion Acquisition LLC.

Travers, Michael Burdiek, Richard Vitelle, and Garo Sarkissian are each managing members

of Motion Acquisition LLC and, accordingly, each may be deemed to be the beneficial owner

of the securities held by Motion Acquisition LLC.

Each such individual disclaims beneficial

ownership over any securities held by Motion Acquisition LLC except to the extent of his pecuniary interest therein.

ownership over any securities held by Motion Acquisition LLC except to the extent of his

pecuniary interest therein.

not include securities held by Motion Acquisition LLC, of which such person is a member.

Each such individual disclaims beneficial ownership

over any securities held by Motion Acquisition LLC except to the extent of his pecuniary interest therein.

Each such individual disclaims beneficial ownership over any securities held by Motion Acquisition

LLC except to the extent of his pecuniary interest therein.

(4) According

to a Schedule 13G filed with the SEC on October 29, 2020 on behalf of Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C.,

Adage Capital Advisors, L.L.C., Robert Atchinson and Phillip Gross, the shares reported herein are directly owned by Adage Capital Partners,

to a Schedule 13G filed with the SEC on October 29, 2020 on behalf of Adage Capital Partners,

L.P., Adage Capital Partners GP, L.L.C., Adage Capital Advisors, L.L.C., Robert Atchinson

and Phillip Gross, the shares reported herein are directly owned by Adage Capital Partners,

Adage Capital Partners GP, L.L.C.

is the general partner of Adage Capital Partners, L.P., Adage Capital Advisors, L.L.C.

managing member of Adage Capital Partners GP, L.L.C., and Messrs.

Atchinson and Gross are managing members of Adage Capital Advisors,

is the general partner of Adage Capital Partners,

L.P., Adage Capital Advisors, L.L.C.

is the managing member of Adage Capital Partners GP,

L.L.C., and Messrs.

Atchinson and Gross are managing members of Adage Capital Advisors, L.L.C.

Adage Capital Partners, L.P.

has the power to dispose of and the power to vote the shares of common stock beneficially owned by

it, which power may be exercised by its general partner, Adage Capital Partners GP, L.L.C.

Adage Capital Advisors, L.L.C., as managing

member of Adage Capital Partners GP, L.L.C., directs Adage Capital Partners GP, L.L.C.’s operations.

Atchinson and Gross,

as managing members of Adage Capital Advisors, L.L.C., have shared power to vote the shares of common stock.

The address of Adage Capital

Partners, L.P.

has the power to dispose of and the power to vote the shares

of common stock beneficially owned by it, which power may be exercised by its general partner,

Adage Capital Partners GP, L.L.C.

Adage Capital Advisors, L.L.C., as managing member of Adage

Capital Partners GP, L.L.C., directs Adage Capital Partners GP, L.L.C.’s operations.

Atchinson and Gross, as managing members of Adage Capital Advisors, L.L.C., have

shared power to vote the shares of common stock.

The address of Adage Capital Partners, L.P.

is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.

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indemnification.

We have purchased a policy of directors’

and officers’

liability insurance that insures our officers and

We have purchased a policy of directors’ and officers’ liability insurance that insures our officers and

directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations

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if successful, might otherwise benefit us and our stockholders.

Furthermore, a stockholder’s investment may be adversely affected

to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

believe that these provisions, the directors’

and officers’

liability insurance and the indemnity agreements are necessary

believe that these provisions, the directors’ and officers’ liability insurance and the indemnity agreements are necessary

to attract and retain talented and experienced officers and directors.

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We also require each

of our directors and executive officers to complete a directors’

and officers’

questionnaire that elicits information about

of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about

related party transactions.

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in the aggregate, are entitled to make up to three demands, excluding short form demands, that we register such securities.

the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to our

the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our

completion of our initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under

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listing standards require that a majority of our board of directors be independent.

An “independent director”

An “independent director” is defined

generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship

which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment

in carrying out the responsibilities of a director.

Our board of directors has determined that Andrew Flett, Mark Licht and Kyle Messman,

who constitute a majority of board, are “independent directors”

as defined in the Nasdaq listing standards and applicable

who constitute a majority of board, are “independent directors” as defined in the Nasdaq listing standards and applicable

Principal Accounting Fees and Services

firm of WithumSmith+Brown, PC (“Withum”) acts as our independent registered public accounting firm.

The following is a summary

of Withum’s fees for the period from August 11, 2020 (inception) through December 31, 2020 (“Fiscal 2020”).

Withumn’s fees for services performed in connection with our Initial Public Offering, the review of our Form 10-Q for the

of Withum’s fees for the period from August 11, 2020 (inception) through December 31, 2020 (“Fiscal 2020”).

Withumn’s fees for services performed in connection with our Initial Public Offering, the review of our Form 10-Q for the

quarter ended September 30, 2020, and the audit of our Fiscal 2020 financial statements included in this Annual Report on Form 10-K were

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following documents are filed as part of this Annual Report on Form 10-K:

See “Index to Financial Statements”

in “Item 8.

See “Index to Financial Statements” in “Item 8.

Financial Statements

and Supplementary Data”

and Supplementary Data” herein.

(b) Financial

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as part of this Annual Report on Form 10-K.

Exhibit Description

Merger Agreement, dated as of March 8, 2021, by and among the Registrant, Motion Merger Sub Corp.

Agreement, dated as of March 8, 2021, by and among the Registrant, Motion Merger Sub Corp.

and Ambulnz Inc.

(incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed on March 9, 2021).

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 16, 2020).

Bylaws (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 (File No.

333-249061) filed on September 25, 2020).

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No.

1 to the Registrant’s Registration Statement on Form S-1 (File No.

(incorporated by reference

to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed on March 9, 2021).

and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form

8-K, filed with the SEC on October 16, 2020).

(incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 (File No.

333-249061) filed

on September 25, 2020).

Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No.

1 to the Registrant’s Registration Statement on

Form S-1 (File No.

333-249061) filed on October 5, 2020).

Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to Amendment No.

1 to the Registrant’s Registration Statement on Form S-1 (File No.

Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to Amendment No.

1 to the Registrant’s Registration

Statement on Form S-1 (File No.

333-249061) filed on October 5, 2020).

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to Amendment No.

1 to the Registrant’s Registration Statement on Form S-1 (File No.

Warrant Certificate (incorporated by reference to Exhibit 4.3 to Amendment No.

1 to the Registrant’s Registration Statement

on Form S-1 (File No.

333-249061) filed on October 5, 2020).

Warrant Agreement between the Registrant and Continental Stock Transfer & Trust Company dated October 14, 2020 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 16, 2020).

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

Form of Letter Agreement between the Registrant and each of the Company’s Sponsor, officers and directors (incorporated by reference to Exhibit 10.1 to Amendment No.

1 to the Registrant’s Registration Statement on Form S-1 (File No.

Agreement between the Registrant and Continental Stock Transfer & Trust Company dated October 14, 2020 (incorporated by reference

to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 16, 2020).

of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

of Letter Agreement between the Registrant and each of the Company’s Sponsor, officers and directors (incorporated by reference

to Exhibit 10.1 to Amendment No.

1 to the Registrant’s Registration Statement on Form S-1 (File No.

333-249061) filed on October

Investment Management Trust Agreement between the Registrant and Continental Stock Transfer & Trust Company dated October 14, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 16, 2020).

Registration Rights Agreement between the Registrant and Motion Acquisition LLC dated October 14, 2020 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 16, 2020).

Form of Subscription Agreement for Private Warrants (incorporated by reference to Exhibit 10.5 to Amendment No.

1 to the Registrant’s Registration Statement on Form S-1 (File No.

Management Trust Agreement between the Registrant and Continental Stock Transfer & Trust Company dated October 14, 2020 (incorporated

by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 16, 2020).

Rights Agreement between the Registrant and Motion Acquisition LLC dated October 14, 2020 (incorporated by reference to Exhibit 10.2

to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 16, 2020).

of Subscription Agreement for Private Warrants (incorporated by reference to Exhibit 10.5 to Amendment No.

1 to the Registrant’s

Registration Statement on Form S-1 (File No.

333-249061) filed on October 5, 2020).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 16, 2020).

Administrative Services Agreement between the Registrant and Graubard Miller dated October 14, 2020 (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 16, 2020).

Form of Subscription Agreement for PIPE investments (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on March 9, 2021).

Form of Support Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on March 9, 2021).

Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed on March 9, 2021).

Sponsor Agreement, dated as of March 8, 2021, by and among the Registrant, Ambulnz, Inc., and Motion Acquisition LLC (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed on March 9, 2021).

Code of Ethics (incorporated by reference to Exhibit 14.1 to Amendment No.

1 to the Registrant’s Registration Statement on Form S-1 (File No.

of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed

with the SEC on October 16, 2020).

Administrative

Services Agreement between the Registrant and Graubard Miller dated October 14, 2020 (incorporated by reference to Exhibit 10.3 to

the Registrant’s Current Report on Form 8-K, filed with the SEC on October 16, 2020).

of Subscription Agreement for PIPE investments (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report

on Form 8-K, filed on March 9, 2021).

of Support Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on March

of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed on March

Agreement, dated as of March 8, 2021, by and among the Registrant, Ambulnz, Inc., and Motion Acquisition LLC (incorporated by reference

to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed on March 9, 2021).

of Ethics (incorporated by reference to Exhibit 14.1 to Amendment No.

1 to the Registrant’s Registration Statement on Form

S-1 (File No.

333-249061) filed on October 5, 2020).

Power of Attorney (included in signature page).

Power of Attorney

(included in signature page).

Certificate of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

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XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Calculation Linkbase

XBRL Taxonomy Extension Definition Linkbase

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase

*** Previously

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MOTION ACQUISITION CORP.

Michael Burdiek

Stan Vashovsky

Chief Executive Officer

Richard Vitelle

Andre Oberholzer

Chief Financial Officer

ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Michael Burdiek and Richard

Vitelle his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place

November 23, 2021

ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Stan Vashovsky and Ely D.

Tendler his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place

and stead, in any and all capacities to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all

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and on the dates indicated.

James Travers

Michael Burdiek

Chief Executive Officer

Michael Burdiek

(Principal Executive Officer)

Richard Vitelle

Chairman and Chief Executive Officer

November 23, 2021

Stan Vashovsky

(Principal Executive

Chief Financial Officer

November 23, 2021

Richard Vitelle

(Principal Financial and Accounting Officer) and Secretary

(Principal Financial

and Accounting Officer) and Secretary

Director and General Counsel

November 23, 2021

James Travers

November 23, 2021

Michael Burdiek

November 23, 2021

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 9A. Controls and Procedures