Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds.
On October 19, 2020, we consummated the Initial
Public Offering of 11,500,000 Units. The Units sold in the Initial Public Offering were sold at an offering price of $10.00 per unit,
generating total gross proceeds of $115 million. Barclays Capital Inc. acted as sole book-running manager. The securities in the offering
were registered under the Securities Act on registration statement on Form S-1 (No. 333-249061). The Securities and Exchange Commission
declared the registration statement effective on October 14, 2020.
Simultaneous with the consummation of the Initial
Public Offering, the Company consummated the Private Placement of an aggregate of 2,533,333 Private Placement Warrants at a price of $1.50
per Private Placement Warrant, generating total proceeds of $3.8 million. The issuance was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act.
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, if any, at the Initial
Public Offering price less the underwriting discounts and commissions. On November 16, 2020, the underwriter advised the Company that
it would not exercise the over-allotment option.
Of the gross proceeds received from the Initial
Public Offering and sale of the Private Placement Warrants, $115,000,000 was placed in the Trust Account.
For a description of the use of the proceeds generated
in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.
Item
6. Exhibits.
Exhibit
Number
Description
31.1*
Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* These certifications are furnished
to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933,
except as shall be expressly set forth by specific reference in such filing.
21
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: November 23, 2021
DocGo Inc.
By:
/s/ Andre Oberholzer
Name:
Andre Oberholzer
Title:
Chief Financial Officer
22
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.