What changed in this filing

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Item 1. Business

2022-03-15 compared with 2021-03-30 · 509 added, 456 removed, 1 unchanged (100% of the section changed)

are a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,

reorganization or similar business combination with one or more businesses.

We were incorporated on August 11, 2020 as a Delaware

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

business activities, the Company is a “shell company”

as defined under the Exchange Act of 1934, as amended (the “Exchange

Act”) because we have no operations and assets consisting almost entirely of cash.

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

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

Public Offering

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

unit (“Unit”).

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

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

Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share.

Simultaneously

with the closing of the Initial Public Offering, we consummated a $3,800,000 private placement (the “Private Placement”)

of an aggregate of 2,533,333 warrants (“Private Placement Warrants”) at a price of $1.50 per warrant.

Placement Warrants are identical to the Public Warrants sold as part of the Units in the Initial Public Offering except that,

so long as they are held by our Sponsor or its permitted transferees, (i) they are not redeemable by us, (ii) they (including

the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred,

assigned or sold by our Sponsor until 30 days after the completion of our initial business combination and (iii) they may be exercised

by the holders on a cashless basis.

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

$0.0001 per share (“Founder Shares”) for an aggregate purchase price of $25,000, to our Sponsor.

In October 2020,

our Sponsor contributed back to our capital an aggregate of 431,250 Founder Shares.

Additionally, an aggregate of 431,250 Founder

Shares were forfeited in November 2020 because the underwriter did not exercise its over-allotment option.

As of December 31,

2020, the Sponsor owned 2,875,000 Founder Shares based on its proportional interest in the Company.

the closing of the Initial Public Offering and Private Placement, $115,000,000 from the net proceeds of the sale of the Units

in the Initial Public Offering and the Private Placement (including $4,025,000 of deferred underwriting commissions) was placed

in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust

Account”).

The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal

of interest to pay tax obligations, none of the funds held in the Trust Account will be released until the earliest of:

completion of the initial business combination;

or (ii) the redemption of any shares of Class A common stock included in the Units

being sold in the Initial Public Offering (the “Public Shares”) properly submitted in connection with a stockholder

vote to amend the Company’s certificate of incorporation to modify the substance or timing of the Company’s obligation

to redeem 100% of the Public Shares if the Company does not complete the initial business combination by October 19, 2022 (within

24 months from the closing of the Initial Public Offering);

or (iii) the redemption of the Public Shares if the Company is unable

to complete the initial business combination by October 19, 2022, subject to applicable law.

The proceeds held in the Trust Account

can only be invested in permitted United States “government securities”

within the meaning of Section 2(a)(16) of

the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less

or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest

only in direct U.S.

government treasury obligations.

As of December 31, 2020, we had a balance in cash and investments held in

trust of $115,020,078.

As of December 31, 2020, no funds had been withdrawn from the Trust Account to pay taxes.

In March 2021,

we paid our Delaware franchise tax liability for 2020 of $78,192, funded partially from the earnings on the Trust Account investments.

remaining $3,825,000 held outside of Trust Account was used to pay underwriting commissions of $2,300,000, repay a loan from our

Sponsor of approximately $71,000, and pay offering and formation costs.

As of December 31, 2020, we had an unrestricted cash balance

of $878,653 to satisfy our working capital needs.

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

into a letter agreement (the “Letter Agreement”).

Pursuant to the Letter Agreement our Sponsor, directors and members

of the management team have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares

in connection with the completion of our initial business combination;

(ii) waive their redemption rights with respect to their

Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the amended and restated certificate

of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the

Company does not complete a business combination by October 19, 2022, or to provide for redemption in connection with a business

combination and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares

if the Company fails to complete a business combination by October 19, 2022, although they will be entitled to redemption or liquidating

distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete a business combination

within the prescribed time frame;

(iv) vote any Founder Shares held by them and any Public Shares purchased during or after the

IPO (including in open market and privately-negotiated transactions) in favor of any proposed business combination for which we

seek stockholder approval, (v) not to transfer or sell (subject to certain limited exceptions) (1) the Founder Shares until the

earlier of  (A) one year after the completion of our initial business combination or (B) subsequent to our initial

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

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

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

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

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

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

Business Combination

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

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

Sub”), and Ambulnz, Inc.

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

If the Merger Agreement is adopted by

our stockholders and the transactions under the Merger Agreement are consummated, Merger Sub will merge with and into DocGo (the

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

(the “Proposed Transaction”).

DocGo is a leading provider of last-mile telehealth and integrated medical mobility

services with operations in 26 states in the U.S.

is redefining on-demand access to healthcare.

We deliver high-quality, cost-effective healthcare mobility solutions and are

unlocking further promise and potential of telehealth treatment through our “last-mile” care capabilities.

by leveraging our proprietary technology platform powered by artificial intelligence (“AI”), and our network of healthcare

professionals spanning more than 26 states and the United Kingdom.

We often provide our services in collaboration with leading

healthcare organizations, via long-term relationships that drive meaningful revenue, ensure efficient and effective capital

allocation, and create low-risk opportunities for significant growth.

mission is to transform medical transportation and mobile healthcare, outside the traditional “brick-and-mortar” facilities,

with more accessible, affordable, and efficient patient-centered care.

Since our founding in 2015, through more than 6.2 million

patient interactions, we have created an unmatched medical transportation network that can provide better care outside of the physical

walls of the healthcare system.

We began by developing a state-of-the-art, intuitive platform to drive greater efficiency and improved

access to patient care.

Our innovative technology can change the way healthcare facilities manage patient transportation, and eliminate

many of the common obstacles faced when scheduling service, ultimately freeing medical professionals to focus more time and their valuable

resources on what they do best — providing patient care.

Additionally, in certain markets, our Mobile Health in-person care

model facilitates medical treatment directly to patients in the comfort of their homes, workplaces, and other non-traditional locations.

Working under the guidance of prescribing physicians, our network (which includes both company employees and agency staff) of more than

4,000 medical clinicians including Emergency Medical Technicians (“EMTs”), paramedics, licensed practical nurses (“LPNs”),

registered nurses (“RNs”)and support staff, provides a wide range of tests, procedures and interventions that, until now,

required a visit to a traditional healthcare setting.

Transportation

on-demand medical mobility solutions are offered under the Ambulnz brand.

We enable reliable, efficient access to local clinical

services, including primary and specialty care, dialysis treatments for chronic care management, and transfers between clinical

Every vehicle in our fleet is equipped with our proprietary technology platform, which is integrated with some of the

nation’s largest electronic medical record (“EMR”) systems.

integration enables seamless transfer of electronic patient information and discharge data to our healthcare provider customers, which

improves order speed and accuracy, and helps eliminate a myriad of manual processes.

Consequently, our healthcare facility customers are

better able to order, track and manage transportation requests and patient movement, thereby improving utilization of resources and cost.

Our Ambulnz ShareLink technology provides our healthcare partners and patients with real-time vehicle locations and accurate ETAs,

delivering valuable peace of mind.

As of December 31, 2021, we had 294 ambulances in service throughout the United States,

and 32 in the United Kingdom.

otherwise indicated, the information in this Annual Report assumes we will not consummate the proposed business combination with

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

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

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

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

number of Closing Shares reserved for issuance by the Company upon the exercise of outstanding options and warrants of DocGo which

will be assumed by the Company.

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

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

Shares ”) if the following stock price conditions are met:

(i) 1,250,000 Contingent Shares if the closing price of our

Class A common stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations, and recapitalizations)

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

of the closing date;

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

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

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

1,250,000 Contingent Shares if the closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for

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

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

and (iv) 1,250,000 Contingent Shares

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

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

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

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

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

if certain stock price conditions are met or not, as follows:

(i) with respect to 287,500 Sponsor Earnout Shares, the closing

price of our Class A common stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations,

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

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

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

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

and by the fifth anniversary of the closing date.

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

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

the availability of at least $175,000,000 in cash from the Trust Account and from the proceeds of the PIPE (discussed below),

after giving effect to redemptions, if any, by the Company’s public stockholders and other permitted disbursements, and

DocGo having obtained certain regulatory approvals of the New York Department of Health with respect to the Proposed Transaction.

Private Placement

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

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

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

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

Company of $125,000,000 (the “PIPE”).

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

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

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

registration statement declared effective as promptly as practicable thereafter, but in no event later than the earlier of 60

calendar days after filing (or 90 calendar days in the event the SEC issues written comments) or the 10th business day after the

Company is notified that the registration statement will not be subject to review or further review.

Support Agreements

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

of DocGo’s Class A common stock and Series A preferred stock, voting together as a single class on an as-converted basis,

and holders of at least a majority of the then-outstanding shares of DocGo’s Series A preferred stock, voting as a separate

class, entered into agreements (“Support Agreements”) pursuant to which they agreed to (i) appear at a stockholder

meeting called by DocGo for the purpose of approving the Merger and other transactions contemplated by the Merger Agreement, for

the purpose of establishing a quorum, (ii) execute a written consent in favor of the Merger, the adoption of the Merger Agreement,

and waive certain preemptive rights as set forth in the Company’s charter documents, and (iii) not transfer, assign, or

sell such covered shares, except to certain permitted transferees, prior to the consummation of the Merger.

Waiver Agreement

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

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

of Incorporation.

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

basis into the Company’s Class A common stock concurrently with the closing of the Merger Agreement.

Rights Agreement

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

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

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

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

stock held by persons who are or will be affiliates of the Company after the completion of the Merger (including shares of the

Company’s common stock issuable upon conversion or exercise of warrants or other convertible securities of the Company).

Our Initial Business Combination

are not presently engaged in, and we will not engage in, any operations for an indefinite period of time.

We intend to consummate

our initial business combination using cash held in the Trust Account, the proceeds from one or more private financings, and our

equity as the consideration.

We may seek to complete our initial business combination with a company or business that may be financially

unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies

and businesses.

our initial business combination is paid for using equity or debt securities, or not all of the funds released from the Trust

Account are used for payment of the consideration in connection with our initial business combination or used for redemptions

of our Class A common stock, we may apply the balance of the cash released to us from the Trust Account for general corporate

purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest

due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working

may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of

our initial business combination, and we may consummate our initial business combination using the proceeds of such offering rather

than using the amounts held in the Trust Account.

In addition, we intend to target businesses with enterprise values that are

greater than we could acquire with the net proceeds of our Initial Public Offering and the Private Placement, and, as a result,

if the cash portion of the purchase price exceeds the amount available from the Trust Account, net of amounts needed to satisfy

any redemptions by public stockholders, we may be required to seek additional financing to complete such proposed initial business

Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously

with the completion of our initial business combination.

In the case of an initial business combination funded with assets other

than the Trust Account assets, our proxy materials or tender offer documents disclosing the initial business combination would

disclose the terms of the financing and, only if required by law, we would seek stockholder approval of such financing.

is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances

or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or

backstop agreements.

Neither our Sponsor nor any of our officers, directors or stockholders are required to provide any financing

to us in connection with or after our initial business combination.

of a target business and structuring of our initial business combination

rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of

the value of the assets held in the Trust Account (excluding the deferred underwriting commission and taxes payable on the interest

earned on the Trust Account) at the time of our signing a definitive agreement in connection with our initial business combination.

The fair market value of our initial business combination will be determined by our board of directors based upon one or more

standards generally accepted by the financial community, such as a discounted cash flow valuation, a valuation based on trading

multiples of comparable public businesses or a valuation based on the financial metrics of M&A transactions of comparable

If our board of directors is not able to independently determine the fair market value of our initial business combination

(including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm or

another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria.

consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value

of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular

target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects.

We do not intend

to purchase multiple businesses in unrelated industries in conjunction with our initial business combination.

Subject to this

requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective

target businesses, although we will not be permitted to effectuate our initial business combination with another blank check company

or a similar company with nominal operations.

any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting

securities of the target or otherwise acquire a controlling interest in the target sufficient for it not to be required to register

as an investment company under the Investment Company Act.

If we own or acquire less than 100% of the equity interests or assets

of a target business or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction

company is what will be taken into account for purposes of Nasdaq’s 80% fair market value test.

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

stages of development or growth we may be affected by numerous risks inherent in such company or business.

Although our management

will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly

ascertain or assess all significant risk factors.

evaluating a prospective business target, we expect to conduct a due diligence review, which may encompass, among other things,

meetings with incumbent ownership, management and employees, document reviews, interviews of customers and suppliers, inspection

of facilities, as well as a review of financial and other information that will be made available to us.

time required to select and evaluate a target business and to structure and complete our initial business combination, and the

costs associated with this process are not currently ascertainable with any degree of certainty.

Any costs incurred with respect

to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination

is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete an alternative

business combination.

Rights for Public Stockholders upon Completion of our Initial Business Combination

will provide our public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion

of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the

Trust Account 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 us to pay our taxes, divided by the number of then outstanding

Public Shares, subject to the limitations described herein.

The per-share amount we will distribute to investors who properly

tender their shares for redemption will not be reduced by the deferred underwriting commission we will pay to the underwriter.

Our Sponsor, officers and directors have entered into the Letter Agreement with us, pursuant to which they have agreed to waive

their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion

of our initial business combination.

of Conducting Redemptions

will provide our public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion

of our initial business combination either (i) in connection with a stockholder meeting called to approve the initial business

combination or (ii) without a stockholder vote by means of a tender offer.

The decision as to whether we will seek stockholder

approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our 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 require

us to seek stockholder approval under applicable law or stock exchange listing requirements.

Asset acquisitions and stock purchases

would not typically require stockholder approval while direct mergers with our Company where we do not survive and any transactions

where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation

would require stockholder approval.

So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required

to comply with Nasdaq’s shareholder approval rules.

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

requirement that we provide our public stockholders with the opportunity to redeem their Public Shares by one of the two methods

listed above is contained in provisions of our amended and restated certificate of incorporation and apply whether or not we maintain

our registration under the Exchange Act or our listing on Nasdaq.

Such provisions may be amended if approved by holders of 65%

of our common stock entitled to vote thereon.

we provide our public stockholders with the opportunity to redeem their Public Shares in connection with a stockholder meeting,

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

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

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

proxy materials with the SEC.

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

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

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

financial and other information about the initial business combination and the redemption rights as is required under Regulation

14A of the Exchange Act, which regulates the solicitation of proxies.

of our Initial Business Combination to a Stockholder Vote

we seek stockholder approval, as we currently intend to do for the Proposed Transaction, we will complete our initial business

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

A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of

the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to

vote at such meeting.

Our Sponsor will count towards this quorum and, pursuant to the Letter Agreement, our Sponsor, officers

and directors have agreed to vote their Founder Shares and any Public Shares purchased during or after our Initial Public Offering

(including in open market and privately-negotiated transactions) in favor of our initial business combination.

As a result, in

addition to our Sponsor’s Founder Shares, we would need only 4,312,501, or 37.5%, of the 11,500,000 Public Shares sold in

our Initial Public Offering to be voted in favor of an initial business combination in order to have our initial business combination

These quorum and voting thresholds, and the voting agreement of our Sponsor, may make it more likely that we will consummate

our initial business combination.

Each public stockholder may elect to redeem its Public Shares irrespective of whether they vote

for or against the initial business combination, or at all, or whether they were a stockholder on the record date for the stockholder

meeting held to approve the initial business combination.

on Redemption upon Completion of our Initial Business Combination if we Seek Stockholder Approval

Notwithstanding

the foregoing, if we seek stockholder approval of our initial business combination, as we currently intend to do in connection

with the Proposed Transaction, and we do not conduct redemptions in connection with our initial business combination pursuant

to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together

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

(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than

an aggregate of 15% of the shares sold in our Initial Public Offering, which we refer to as the “Excess Shares.”

believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such

holders to use their ability to exercise their redemption rights against a proposed initial business combination as a means to

force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable

By limiting our stockholders’

ability to redeem more than 15% of the shares sold in our Initial Public Offering without

our prior consent, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our

ability to complete our initial business combination, particularly in connection with an initial business combination with a target

that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

However, we will not restrict

our stockholders’

ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

of Public Shares and Liquidation if no Initial Business Combination

amended and restated certificate of incorporation provides that we have until October 19, 2022 (24 months from the closing of

our Initial Public Offering) to complete our initial business combination.

If we are unable to complete our initial business combination

within such period, we will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible

but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate

amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously

released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding

Public Shares, which redemption will completely extinguish public stockholders’

rights as stockholders (including the right

to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,

subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless

if we fail to complete our initial business combination within the 24-month time period.

identifying, evaluating and selecting a target business for our business combination, we may encounter intense competition from

other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged

buyout funds, and operating businesses seeking strategic acquisitions.

Many of these entities are well established and have extensive

experience identifying and effecting business combinations directly or through affiliates.

Moreover, many of these competitors

possess greater financial, technical, human and other resources than us.

Our ability to acquire larger target businesses is limited

by our available financial resources.

This inherent limitation gives others an advantage in pursuing the acquisition of a target

Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption rights

may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution

they potentially represent, may not be viewed favorably by certain target businesses.

Either of these factors may place us at

a competitive disadvantage in successfully negotiating an initial business combination.

recent years, and especially since the fourth quarter of 2020, the number of special purpose acquisition companies that have been

formed has increased substantially.

Many potential targets for special purpose acquisition companies have already entered into

an initial business combination, and there are still many special purpose acquisition companies seeking targets for their initial

business combination, as well as many such companies currently in registration.

As a result, at times, fewer attractive targets

may be available, and it may require more time, more effort and more resources to identify a suitable target and to consummate

an initial business combination.

we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the

target business.

We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete

executive offices are located at c/o Graubard Miller, The Chrysler Building, 405 Lexington Avenue, New York, New York 10174 and

our telephone number is (212) 818-8800.

Our office space, to the extent it is needed, is being provided to us for no charge by

Graubard Miller, our counsel.

We consider our current office space, combined with the other office space otherwise available to

our executive officers and directors, adequate for our current operations.

currently have four officers.

Members of our management team are not obligated to devote any specific number of hours to our matters

but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business

The amount of time they devote in any time period will vary based on whether a target business has been selected

for our initial business combination and the stage of the business combination process we are in.

We do not intend to have any

full time employees prior to the completion of our initial business combination.

are required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required

to disclose certain material events in a Current Report on Form 8-K.

The SEC maintains an Internet website that contains reports,

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

The SEC’s

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

Factors Summary

investment in our securities involves a high degree of risk and uncertainties.

You should consider carefully all of the risks

described below, together with the other information contained in this Annual Report, before making a decision to invest in our

If any of the following events occur, our business, financial condition and operating results may be materially adversely

In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

Such risks include, but are not limited to:

are a blank check company with no operating history and no revenues, and you have no

basis on which to evaluate our ability to achieve our business objective.

public stockholders may not be afforded an opportunity to vote on our proposed initial

business combination, and even if we held a vote, holders of our Founder Shares will

participate in such vote, which means we may complete our initial business combination

even though a majority of our public stockholders do not support such a combination.

we seek stockholder approval of our initial business combination, our Sponsor and members

of our management team have agreed to vote in favor of such initial business combination,

regardless of how our public stockholders vote.

only opportunity to affect the investment decision regarding a potential business combination

may be limited to the exercise of your redemption rights, unless we seek stockholder

approval of the initial business combination.

ability of our public stockholders to redeem their shares for cash may make our financial

condition unattractive to potential business combination targets, which may make it difficult

for us to enter into an initial business combination with a target.

ability of our public stockholders to exercise redemption rights with respect to a large

number of our shares may not allow us to complete the most desirable business combination

or optimize our capital structure.

ability of our public stockholders to exercise redemption rights with respect to a large

number of our shares could increase the probability that our initial business combination

would be unsuccessful and that you would have to wait for liquidation in order to redeem

requirement that we complete our initial business combination within 24 months after

the closing of our Initial Public Offering may give potential target businesses leverage

over us in negotiating a business combination and may decrease the time we have in which

to conduct due diligence on potential business combination targets, in particular as

we approach our dissolution deadline, which could undermine our ability to complete our

initial business combination on terms that would produce value for our stockholders.

search for a business combination, and any target business with which we ultimately consummate

a business combination, may be materially adversely affected by the coronavirus (COVID-19)

pandemic and the status of debt and equity markets.

may not be able to complete our initial business combination within 24 months after the

closing of our Initial Public Offering, in which case we would cease all operations except

for the purpose of winding up and we would redeem our Public Shares and liquidate, in

which case our public stockholders may receive only $10.00 per share, or less than such

amount in certain circumstances, and our warrants will expire worthless.

we seek stockholder approval of our initial business combination, our sponsors, directors,

officers, advisors and their affiliates may elect to purchase Public Shares or warrants,

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

public “float”

of our Class A common stock or Public Warrants.

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

business combination is not completed, a conflict of interest may arise in determining

whether a particular business combination target is appropriate for our initial business

a stockholder fails to receive notice of our offer to redeem our Public Shares in connection

with our initial business combination, or fails to comply with the procedures for submitting

or tendering its shares, such shares may not be redeemed.

of our limited resources and the significant competition for business combination opportunities,

it may be more difficult for us to complete our initial business combination.

unable to complete our initial business combination within the prescribed time period,

our public stockholders may receive only approximately $10.00 per public share, or less

in certain circumstances, on the liquidation of our Trust Account and our warrants will

expire worthless.

the net proceeds of our Initial Public Offering and the sale of the Private Placement

Warrants not being held in the Trust Account are insufficient to allow us to operate

for the 24 months after the closing of our Initial Public Offering, it could limit the

amount available to fund our search for a target business or businesses and our ability

to complete our initial business combination, and we will depend on loans from our sponsors,

their affiliates or members of our management team to fund our search and to complete

our initial business combination.

will not have any rights or interests in funds from the Trust Account, except under certain

limited circumstances.

Therefore, to liquidate your investment, you may be forced to

sell your Public Shares or warrants, potentially at a loss.

will not be entitled to protections normally afforded to investors of many other blank

check companies.

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

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

stockholders are deemed to hold in excess of 15% of our Class A common stock, you will

lose the ability to redeem all such shares in excess of 15% of our Class A common stock.

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

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

we seek stockholder approval of our initial business combination, which we currently expect to do, the risk factors related to

the proposed business combination will be set forth in a Proxy Statement/Prospectus which will be filed with the SEC and distributed

to stockholders in advance of the stockholders meeting at which approval is sought.

For the fiscal year ended December 31, 2021, we generated approximately 26.4% of our revenues

from our mobility solutions delivered by this segment.

Health Solutions

traditional healthcare model requires patients to interact with many levels of healthcare providers — including

receptionists, nurses, lab technicians and physicians — for even the most routine tests, procedures and interventions.

We recognized that a number of these services could easily be performed by EMTs or paramedics under the guidance of physicians,

but in the comfort of a patient’s home or workplace.

Our patient-centered approach helps limit the need for individuals

to seek routine treatment in more expensive and environmentally exposed, less comfortable settings such as emergency departments

and urgent care clinics.

In addition to providing greater convenience to patients, our Mobile Health solutions help

reduce unnecessary burdens on healthcare systems, by freeing up their finite, in-person resources to address more urgent

and critical patient needs.

DocGo’s Mobile Health on-demand telehealth clinical services, which we expanded into the

home and workplace in 2020, facilitate medical care via a turnkey suite of integrated, “last-mile” solutions.

a range of services, including on-site evaluation, diagnostics, triage, and treatment as detailed in the following table:

adoption of telehealth continues to climb, we believe our virtual care-enabling solutions are poised for significant growth, by delivering

in-person patient care previously inaccessible outside of the more traditional healthcare settings.

We partner with leading national

health systems, insurance carriers, private organizations and employers, state and local governments and managed care organizations, to

provide our Mobile Health solutions, including NYC Health + Hospitals, Mount Sinai Health System and Carnival Corporation.

For the fiscal

year ended December 31, 2021, we generated approximately 73.6% of our revenues from the solutions provided by our Mobile Health

with Motion Acquisition Corp.

November 5, 2021 (the “Closing Date”), DocGo Inc., a Delaware corporation (formerly known as Motion Acquisition

“Motion”) (prior to the Closing Date, “Motion” and after the Closing Date, “DocGo”,

) consummated the previously announced business combination (the “Closing”) pursuant to that certain Agreement

and Plan of Merger dated March 8, 2021 (the “Merger Agreement”), by and among Motion Acquisition Corp., a

Delaware corporation (“Motion”), Motion Merger Sub Corp., a Delaware corporation and a direct wholly owned

subsidiary of Motion (“Merger Sub”), and Ambulnz, Inc., a Delaware corporation (“Ambulnz”).

connection with the Closing, the registrant changed its name from Motion Acquisition Corp.

to DocGo Inc.

As contemplated by

the Merger Agreement and as described in Motion’s definitive proxy statement/consent solicitation/prospectus filed with

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”).

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 (“Common Stock”), pursuant

to the terms and conditions set forth in the Merger Agreement.

connection with the Business Combination, the Company raised $158.0 million, net of transaction costs of $20.0 million.

This amount was

comprised of $43.4 million of cash held in Motion’s trust account from its initial public offering, net of DocGo’s transaction

costs and underwriters’ fees of $9.6 million, and $114.6 million of cash in connection with the PIPE Financing, net of $10.4 million

in transaction costs.

These transaction costs consisted of banking, legal, and other professional fees which were recorded as a reduction

to additional paid-in capital.

Capital Resources

strive to hire the best talent across our industry, with a focus on inspiring performance.

As of December 31, 2021, we had over 2,900

employees, including revenue-generating healthcare professionals, field management personnel and corporate support staff, as represented

in the table below.

Healthcare professionals consist of EMTs, paramedics, LPNs, RNs, clinicians and related support staff;

field management

personnel includes supervisors and managers;

and corporate support staff includes software development, billing, finance, sales, marketing,

and executives.

Healthcare Professionals

Field Management

Corporate Support

of our employees is represented by a labor union or subject to any collective bargaining agreement.

In addition to the employees

above, as of December 31, 2021, the Company engaged the services of approximately 2,100 people, primarily in the healthcare professional

area, through a variety of subcontracted labor agencies.

consider our employees to be our most valuable assets.

Our employee experience begins with identifying and attracting people who

embody our core values and share our vision to provide high-quality patient care.

We are committed to building a company that

our employees are proud to be a part of, and fostering an environment in which our employees can grow, evolve and discover their

existing and untapped potential.

We believe our focused approach to recruiting and developing talent allows us to attract strong

candidates to continue growing and scaling our business.

evolution in the healthcare system and an aging population mean EMTs, paramedics and nurses are more critical to medical care

than ever before, yet EMTs and paramedics remain the lowest paid professionals in the chain of care.

Most companies in the industry

pay an hourly wage only, and offer no benefits, often resulting in low employee morale, high turnover, and ultimately a less efficient

We take pride in our high-quality medical professionals, and have created an attractive compensation model that demonstrates

their vital importance to our business, and motivates them to deliver exceptional care.

offer a pay package which we believe is innovative within our industry and elevates our employee compensation levels above national

averages and those of our peers.

In addition to base hourly wages, DocGo also offers employees bonuses based on certain performance

metrics, medical insurance, paid time off, and an equity incentive plan for our frontline clinicians — an industry

leading program that provides the opportunity to acquire an ownership stake in our company.

We believe that this approach makes

us a more attractive employer and supports a strong pipeline of top-tier talent across all levels of our company.

have also created a number of programs to foster the professional development of our employees and to continue to attract top-tier

To help our staff continue to build clinical skills, we created a Medical Mentorship Program whereby EMTs and paramedics

can learn advanced medical techniques including phlebotomy, mobile ultrasound, EKG training, Point of Care testing, vaccine administration,

and wound care.

Once certified, our employees can put these newly acquired skills to use while providing our Mobile Health services.

staff of ten training coordinators runs a robust, in-person onboarding program to ensure that employees are trained and up to

date in relevant procedures and protocols.

We are an official American Heart Association Training Site, and offer all of our employees

in-house basic life support (BLS), advanced cardiovascular life support (ACLS), and pediatric advanced life support (PALS)

training and certification.

have also implemented a virtual training program for company policy and procedures training, mandated OSHA training courses, hazardous

materials awareness, FEMA Incident Command Systems training (100, 200, 700, 800), clinical skills, customer service, diversity,

HIPAA regulations, safety and compliance, on-site traffic control, and annual documentation training.

drivers are additionally trained in emergency vehicle operator course (EVOC) and Coaching the Emergency Vehicle Operator (CEVO)

4 driver training, vehicle maintenance incident reporting, transport risk assessment, critical care transport orientation, and

fatigue abatement.

Our system is utilized for credential tracking and Continuous Quality Improvement, so that our staff maintains

all required credentials relevant to their positions with our company.

constant reporting, employees and their supervisors are automatically notified at designated times of recertification deadlines.

Course completion, assignments, and other compliance requirements are tracked in this system as well.

Verification monitoring

ensures that all employees meet current state requirements.

This tool verifies Office of Inspector General (“OIG”)

Department of Health and Human Services (“HHS”) exclusions at the state and federal levels, and performs

sanction screening for licensed personnel and 24/7 monitoring of state board licenses.

comprehensive training programs utilize a full range of resources, including print materials, training modules, webinars, seminars,

and videos provided by the CDC, and federal, state, and local entities, medical institutions, and public health agencies.

December 2021, we announced the launch of DocGo Academy and DocGo EMS Academy, two full-service programs dedicated to recruiting

and training clinicians, EMS workers and other healthcare professionals.

Combining classroom education with practical hands-on

learning, the programs are designed to help existing healthcare professionals advance their careers and provide aspiring entry-level

workers with the opportunity to enter the healthcare industry.

DocGo Academy focuses on uptraining clinicians, while DocGo EMS

Academy is tailored to EMS workers, from EMTs to paramedics.

The comprehensive training programs are available in select states,

with plans for national expansion in the coming months.

Tuition is free for students who continue their employment with DocGo,

which we anticipate will assist us in our recruiting efforts.

healthcare industry is highly competitive, and we compete with a broad and diverse set of companies spanning both of

our businesses.

The competitive landscape is highly fragmented for both medical mobility services and “last-mile”

healthcare solutions, ranging in each case from small, locally owned and operated providers to large national organizations.

we do not believe that any single competitor offers our full suite of mobility solutions and “last-mile” healthcare

services, numerous companies offer components of medical mobility transportation and/or telehealth services that compete with

our solutions.

in the medical transportation industry is based primarily on the ability to improve customer service, such as on-time performance

and efficient call intake;

to provide comprehensive clinical care;

and to recruit, train and motivate employees, particularly

ambulance crews who have direct contact with patients and healthcare personnel.

Pricing, billing and reimbursement expertise are

also critical.

Competitors within the industry vary considerably in type and identify by market, with our primary competitors

being small, locally owned operators as well as local fire departments and other local government providers.

Larger private provider

competitors include Rural/Metro Corporation, Falck, American Medical Response (AMR), Southwest Ambulance, Paramedics Plus and

Acadian Ambulance.

in the telehealth industry is primarily based on scale;

ease of use, convenience and accessibility;

brand recognition;

depth, and efficacy of telehealth services;

clinical quality;

customer support;

and customer satisfaction

The major competitors include much larger, national or regional telehealth providers such as Teladoc, Livongo, Amwell,

and One Medical that generally provide telehealth on behalf of self-insured employers and insurance plans.

These competitors,

however, generally do not provide direct patient care or “last-mile” care on behalf of the provider organization.

We also believe there are several smaller, private organizations providing in-home or on-site care utilizing different,

higher cost healthcare providers.

Non-traditional providers and others such as payors may enter the space and/or develop

innovative technologies or business activities that could disrupt the industry.

Competition could also increase from large technology

companies, such as Apple, Amazon, Facebook, Verizon, or Microsoft, who may develop their own telehealth solutions, as well as

from large retailers like Walmart, CVS and others.

Despite the significant growth of telehealth services in recent years,

we believe the market is still in its infancy and new competitors with similar and novel models will enter the market as it matures.

intellectual property includes the content of our website, our proprietary platform, our mobile application, registered domain

names, software code, firmware, hardware and hardware designs, registered and unregistered common law trademarks, trademark applications,

copyrights, trade secrets, inventions (whether or not patentable), patents, and patent applications.

We also license the use of

certain technology and other intellectual property rights owned and controlled by others.

We believe that our intellectual property

is a valuable asset to our business that affords us a competitive advantage in the markets in which we operate.

protect our intellectual property primarily through a combination of copyrights, trademarks, patents, and trade secrets, intellectual

property licenses and other contractual rights and provisions (including confidentiality, non-disclosure, proprietary rights and

assignment-of-invention agreements with our employees, independent contractors, consultants and companies with which we conduct

We have registered the Ambulnz trademark and our corporate logo in the United States and the United Kingdom.

We have registered DocGo trademark and design in the UK, and are in the process of registering both for DocGo in the US.

registered trademarks have perpetual life, provided that they are renewed on a timely basis and continue to be used properly as

Upon discovery of potential infringement of our intellectual property, we assess and, when necessary, take action

to protect our rights as appropriate.

operations are subject to comprehensive United States federal, state and local and comparable multiple levels of

international regulation in the jurisdictions in which we do business.

The laws and rules governing our business and

interpretations of those laws and rules continue to expand, are subject to frequent change and may become more restrictive.

Our ability to operate profitably will depend in part upon our ability, and that of our healthcare provider partners, to

maintain all necessary licenses and to operate in compliance with applicable laws and rules.

We therefore devote significant

resources to monitoring developments in healthcare regulation.

As the applicable laws and rules change, we may be required to

make conforming modifications in our business processes from time to time.

In many jurisdictions where we operate, neither

our current nor our anticipated business model, in particular with respect to our Mobile Health related services, has been

the subject of judicial or administrative interpretation.

We cannot be assured that a review of our business by courts or

regulatory authorities will not result in determinations that could limit or otherwise adversely affect our operations or

that the healthcare regulatory environment will not change in a way that restricts our operations.

federal False Claims Act is a means of policing false bills or false requests for payment in the healthcare delivery system.

other things, the federal False Claims Act authorizes the imposition of up to three times the government’s damages and significant

per claim civil penalties on any “person” (including an individual, organization or company) who, among other acts:

presents or causes to be presented to the federal government a false or fraudulent claim for payment or approval;

makes, uses or causes to be made or used a false record or statement material to a false or fraudulent claim;

makes, uses or causes to be made or used a false record or statement material to an obligation to pay the government, or knowingly conceals;

and improperly avoids or decreases an obligation to pay or transmit money or property to the federal government;

to commit the above acts.

addition, amendments to the federal False Claims Act and Social Security Act impose severe penalties for the knowing and improper

retention of overpayments collected from government payors.

Under these provisions, within 60 days of identifying and quantifying

an overpayment, a provider is required to notify the Centers for Medicare and Medicaid Services (“CMS”), or the Medicare

Administrative Contractor (“MAC”) of the overpayment and the reason for it and return the overpayment.

An overpayment

impermissibly retained could subject a party to liability under the federal False Claims Act, exclusion from government healthcare

programs, including Medicare and Medicaid, and penalties under the federal Civil Monetary Penalties Law discussed below.

penalties for a violation of the federal False Claims Act range from $5,500 to $11,000 (adjusted for inflation) for each false

claim, plus up to three times the amount of damages caused by each false claim, which can be as much as the amounts received directly

or indirectly from the government for each such false claim.

On June 19, 2020, the U.S.

Department of Justice (“DOJ”)

issued a final rule announcing adjustments to federal False Claims Act penalties, under which the per claim range increases to

a range from $11,803 to $23,607 per claim, so long as the underlying conduct occurred after November 2, 2015.

federal government has used the statute to prosecute a wide variety of alleged false claims and fraud allegedly perpetrated against

Medicare and state healthcare programs, including but not limited to coding errors, billing for services not rendered, the submission

of false cost or other reports, billing for services at a higher payment rate than appropriate, billing under a comprehensive

code as well as under one or more component codes included in the comprehensive code, billing for care that is not considered

medically necessary and false reporting of risk-adjusted diagnostic codes to Medicare Advantage (or Part C) Plans.

The Affordable

Care Act, as currently structured, provides that claims tainted by a violation of the federal Anti-Kickback Statute are false

for purposes of the federal False Claims Act.

Some courts have held that filing claims or failing to refund amounts collected

in violation of the Stark Law can form the basis for liability under the federal False Claims Act.

In addition to the provisions

of the federal False Claims Act, which provide for civil enforcement through “qui tam” whistleblower lawsuits, the

federal government can also use several criminal statutes to prosecute persons who are alleged to have submitted false or fraudulent

claims for payment to the federal government.

Fraud and Abuse Laws

federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology

for Economic and Clinical Health Act (“HITECH”), and their implementing regulations and related rules (collectively,

“HIPAA”), established several separate criminal penalties for making false or fraudulent claims to insurance companies

and other non-governmental payors of healthcare services.

Under HIPAA, these two additional federal crimes are:

Fraud” and “False Statements Relating to Healthcare Matters.” The Healthcare Fraud statute prohibits knowingly

and recklessly executing a scheme or artifice to defraud any healthcare benefit program, including private payors.

of this statute is a felony and may result in fines, imprisonment or exclusion from government sponsored programs.

The False Statements

Relating to Healthcare Matters statute prohibits knowingly and willfully falsifying, concealing or covering up a material fact

by any trick, scheme or device or making any materially false, fictitious or fraudulent statement in connection with the delivery

of or payment for healthcare benefits, items or services.

A violation of this statute is a felony and may result in fines or imprisonment.

This statute could be used by the government to assert criminal liability if a healthcare provider knowingly fails to refund an

These provisions are intended to punish some of the same conduct in the submission of claims to private payors as

the federal False Claims Act covers in connection with governmental health programs.

addition, the Civil Monetary Penalties Law imposes civil administrative sanctions for, among other violations, inappropriate billing

of services to federally funded healthcare programs and employing or contracting with individuals or entities who are excluded

from participation in federally funded healthcare programs.

Moreover, a person who offers or transfers to a Medicare or Medicaid

beneficiary any remuneration, including waivers of co-payments and deductible amounts (or any part thereof), that the person knows

or should know is likely to influence the beneficiary’s selection of a particular provider, practitioner or supplier of

Medicare or Medicaid payable items or services may be liable for civil monetary penalties of up to $20,000 for each wrongful act.

Moreover, in certain cases, providers who routinely waive co-payments and deductibles for Medicare and Medicaid beneficiaries

can also be held liable under the federal Anti-Kickback Statute and federal False Claims Act, either of which can impose

additional penalties associated with the wrongful act.

One of the statutory exceptions to the prohibition is non-routine, unadvertised

waivers of co-payments or deductible amounts based on individualized determinations of financial need or exhaustion of reasonable

collection efforts.

The OIG emphasizes, however, that this exception should only be used occasionally to address special financial

needs of a particular patient.

Although this prohibition applies only to federal healthcare program beneficiaries, the routine

waivers of co-payments and deductibles offered to patients covered by commercial payors may implicate applicable state laws

related to, among other things, unlawful schemes to defraud, excessive fees for services, tortious interference with patient contracts

and statutory or common law fraud.

Fraud and Abuse Laws

states in which we operate have also adopted similar fraud and abuse laws as the federal laws and statutes described above.

scope of these laws and the interpretations thereof vary from state to state and are enforced by state courts and regulatory authorities,

each with broad discretion.

Some state fraud and abuse laws apply to items or services reimbursed by any payor, including patients

and commercial insurers, not just those reimbursed by a federally funded healthcare program.

A determination of liability under

such state fraud and abuse laws could result in fines and penalties and restrictions on our ability to operate in these jurisdictions.

Information Privacy and Security Laws

are numerous U.S.

federal and state laws and regulations related to the privacy and security of personally identifiable information

(“PII”), including health information.

In particular, HIPAA establishes privacy and security standards that limit

the use and disclosure of protected health information (“PHI”), and require the implementation of administrative,

physical, and technical safeguards to ensure the confidentiality, integrity and availability of individually identifiable health

information in electronic form.

HIPAA’s requirements to “covered entities” and to their independent contractors,

agents and other “business associates” that create, receive, maintain or transmit PHI in connection with providing

services to covered entities.

Although we are a covered entity under HIPAA, we are also a business associate of other covered

entities when we are working on behalf of our healthcare provider partners.

of HIPAA may result in civil and criminal penalties.

The civil penalties range from $119 to $59,522 per violation, with a cap

of $1.8 million per year for violations of the same standard during the same calendar year.

However, a single breach incident

can result in violations of multiple standards.

We must also comply with HIPAA’s breach notification rule.

Under the breach

notification rule, covered entities must notify affected individuals without unreasonable delay in the case of a breach of unsecured

PHI, which may compromise the privacy, security or integrity of the PHI.

In addition, notification must be provided to HHS

and the local media in cases where a breach affects more than 500 individuals.

Breaches affecting fewer than 500 individuals must

be reported to HHS on an annual basis.

The regulations also require business associates of covered entities to notify the covered

entity of breaches by the business associate.

attorneys general also have the right to prosecute HIPAA violations committed against residents of their states.

While HIPAA does

not create a private right of action that would allow individuals to sue in civil court for a HIPAA violation, its standards have

been used as the basis for the duty of care in state civil suits, such as those for negligence or recklessness in misusing personal

In addition, HIPAA mandates that HHS conduct periodic compliance audits of HIPAA-covered entities and their business

associates for compliance.

It also tasks HHS with establishing a methodology whereby harmed individuals who were the victims of

breaches of unsecured PHI may receive a percentage of the fine paid by the violator under the Civil Monetary Penalties Law paid

by the violator.

In light of recent enforcement activity, and statements from HHS, we expect increased federal and state HIPAA

privacy and security enforcement efforts.

also required HHS to adopt national standards establishing electronic transaction standards that all healthcare providers must

use when submitting or receiving certain healthcare transactions electronically.

states in which we operate and in which our customers reside also have laws that protect the privacy and security of sensitive

and personal information, including health information.

These laws may be similar to or even more protective than HIPAA and other

federal privacy laws.

For example, the laws of the State of California, in which we operate, are more restrictive than HIPAA.

state laws are more protective than HIPAA, we must comply with the state laws we are subject to, in addition to HIPAA.

certain cases, it may be necessary to modify our systems or planned operations to comply with these more stringent state laws.

Not only may some of these state laws impose fines and penalties upon violators, but also some, unlike HIPAA, may afford private

rights of action to individuals who believe their personal information has been misused.

In addition, state laws are changing

rapidly, and there is discussion of a new federal privacy law or federal breach notification law, to which we may be subject.

recent years, there have been a number of well-publicized data breaches involving the improper use and disclosure of PII

Many states have responded to these incidents by enacting laws requiring holders of personal information to maintain

safeguards and to take certain actions in response to a data breach, such as providing prompt notification of the breach to affected

individuals and state officials.

In addition, under HIPAA and pursuant to the related contracts that we enter into with our healthcare

provider partners and other third parties, we must report breaches of unsecured PHI to our contractual partners following discovery

of the breach.

Notification must also be made in certain circumstances to affected individuals, federal authorities and others.

addition to HIPAA, state health information privacy and state health information privacy laws, we may be subject to other state

and federal privacy laws, including laws that prohibit unfair privacy and security practices and deceptive statements about privacy

and security and laws that place specific requirements on certain types of activities, such as data security and texting.

Anti-Kickback

federal Anti-Kickback Statute is a broadly worded prohibition on the knowing and willful offer, payment, solicitation or receipt

of any form of remuneration in return for, or to induce, (i) the referral of a person covered by Medicare, Medicaid or other

governmental programs, (ii) the furnishing or arranging for the furnishing of items or services reimbursable under Medicare,

Medicaid or other governmental programs or (iii) the purchasing, leasing or ordering or arranging or recommending purchasing,

leasing or ordering of any item or service reimbursable under Medicare, Medicaid or other governmental programs.

Certain federal

courts have held that the Anti-Kickback Statute can be violated if “one purpose” of a payment is to induce referrals.

In addition, a person or entity does not need to have actual knowledge of this statute or specific intent to violate it to have

committed a violation, making it easier for the government to prove that a defendant had the requisite state of mind or “scienter”

required for a violation.

Moreover, the government may assert that a claim including items or services resulting from a violation

of the Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal False Claims Act.

of the Anti-Kickback Statute can result in exclusion from Medicare, Medicaid or other governmental programs as well as civil and

criminal penalties, including fines of $104,330 per violation, plus up to three times the amount of the unlawful remuneration,

and imprisonment of up to ten years.

Civil penalties for such conduct can further be assessed under the federal False Claims

In addition to a few statutory exceptions, the OIG has published safe harbor regulations that outline categories of activities

that are deemed protected from prosecution under the Anti-Kickback Statute provided all applicable criteria are met.

failure of a financial relationship to meet all of the applicable safe harbor criteria does not necessarily mean that the particular

arrangement violates the Anti-Kickback Statute.

However, conduct and business arrangements that do not fully satisfy each

applicable safe harbor may result in increased scrutiny by government enforcement authorities, such as the OIG.

of the Social Security Act, also known as the physician self-referral law and commonly referred to as the Stark Law, prohibits

a physician who has a financial relationship, or who has an immediate family member who has a financial relationship, with entities

providing certain designated health services from referring Medicare patients to such entities for the furnishing of designated

health services, unless an exception applies.

Although uncertainty exists, federal agencies and at least one court have taken

the position that the Stark Law also applies to Medicaid.

Designated health services are defined to include, among others, clinical

laboratory services, physical therapy services, occupational therapy services, radiology services including ultrasound services,

durable medical equipment and supplies, parenteral and enteral nutrients, equipment, and supplies, home health services, outpatient

prescription drugs, inpatient and outpatient hospital services and outpatient speech-language pathology services.

of financial arrangements between a physician and an entity providing designated health services that trigger the self-referral prohibitions

of the Stark Law are broad and include direct and indirect ownership and investment interests and compensation arrangements.

Stark Law prohibits any entity providing designated health services that has received a prohibited referral from presenting, or

causing to be presented, a claim or billing for the services arising out of the prohibited referral.

Similarly, the Stark Law

prohibits an entity from “furnishing” a designated health service to another entity in which it has a financial relationship

when that entity bills for the service.

The Stark Law also prohibits self-referrals within an organization by its own physicians,

although broad exceptions exist.

The prohibition applies regardless of the reasons for the financial relationship and the referral.

Unlike the federal Anti-Kickback Statute discussed above, the Stark Law is a strict liability statute, which means proof

of specific intent to violate the law is not required.

the Stark Law is implicated, the financial relationship must fully satisfy a Stark Law exception.

If an exception is not satisfied,

then the parties to the arrangement could be subject to sanctions, including denial of payment for claims for services provided

in violation of the statute, mandatory refunds of amounts collected for such services, civil penalties of up to $25,820 for each

violation and twice the dollar value of each such service as well as possible exclusion from future participation in the federally

funded healthcare programs, including Medicare and Medicaid.

A person who engages in a scheme to circumvent the Stark Law’s

prohibitions may be fined up to $172,137 for each applicable arrangement or scheme.

Amounts collected on claims related to prohibited

referrals must be reported and refunded generally within 60 days after the date on which the overpayment was identified.

In addition, the government and some courts have taken the position that claims presented in violation of the various statutes,

including the Stark Law, and failure to return overpayments in a timely manner can form the basis for liability under the federal

False Claims Act discussed below based on the contention that a provider impliedly certifies compliance with all applicable laws,

regulations and other rules when submitting claims for reimbursement.

Practice of Medicine;

Fee Splitting

laws and regulations relating to our operations vary from state to state and many states prohibit general business corporations, such

as us, from practicing medicine, controlling physicians’ medical decisions or engaging in some practices such as splitting professional

fees with physicians.

We contract with healthcare providers, physicians or physician-owned professional associations and professional

corporations as part of our business.

An important aspect of our strategy is to form contractual relationships with different third-party providers

pursuant to which we provide them or their patients with medical transportation and/or telehealth services and they pay us for those services

out of the fees they collect from patients and third-party payors.

In certain instances, we also share a portion of our revenues

with our partners.

These contractual relationships are subject to various state laws that prohibit fee splitting or the practice of medicine

by lay entities or persons and are intended to prevent unlicensed persons from interfering with or influencing the physician’s professional

In addition, various state laws also generally prohibit the sharing of professional services income with nonprofessional or

business interests.

Activities other than those directly related to the delivery of healthcare may be considered an element of the practice

of medicine in many states.

Under the corporate practice of medicine restrictions of certain states, decisions and activities such as

scheduling, contracting, setting rates and the hiring and management of non-clinical personnel may implicate the restrictions on the corporate

practice of medicine.

corporate practice of medicine and fee-splitting laws vary from state to state and are not always consistent.

In addition, these

requirements are subject to broad powers of interpretation and enforcement by state regulators.

Regulatory authorities or other

parties may assert that, despite these arrangements, we are engaged in the corporate practice of medicine or that our contractual

arrangements with affiliated third parties constitute unlawful fee splitting.

In this event, failure to comply could lead to adverse

judicial or administrative action against us and/or our healthcare provider partners, civil or criminal penalties, receipt of

cease-and-desist orders from state regulators, loss of licenses, and the need to make changes to the terms of engagement with

our provider partners that interfere with our business.

International

expect to continue to expand our operations internationally through both organic growth and acquisitions.

Our international operations

are subject to different, and sometimes more stringent, legal and regulatory requirements, which vary widely by jurisdiction,

including anti-corruption laws such as the Foreign Corrupt Practices Act (“FCPA”), and corresponding foreign laws,

including the UK Bribery Act 2010;

regulation by the U.S.

Treasury’s Office of Foreign Assets Control (“OFAC”)

and economic sanctions laws;

various privacy, insurance, tax, tariff and trade laws and regulations;

corporate governance, privacy,

data protection, data mining, data transfer, labor and employment, intellectual property, consumer protection and investment laws

and regulations;

discriminatory licensing procedures;

required localization of records and funds;

and limitations on dividends

and repatriation of capital.

operations are subject to various state hazardous waste and non-hazardous medical waste disposal laws.

These laws do not classify

as hazardous most of the waste produced from healthcare services.

Occupational Safety and Health Administration regulations require

employers to provide workers who are occupationally subject to blood or other potentially infectious materials with prescribed

These regulatory requirements apply to all healthcare facilities, including primary care centers, and require employers

to make a determination as to which employees may be exposed to blood or other potentially infectious materials and to have in

effect a written exposure control plan.

In addition, employers are required to provide or employ hepatitis B vaccinations, personal

protective equipment and other safety devices, infection control training, post-exposure evaluation and follow-up, waste

disposal techniques and procedures and work practice controls.

Employers are also required to comply with various record-keeping requirements.

of our operations may be subject to compliance with certain provisions of the federal Fair Debt Collection Practices Act and comparable

statutes in many states.

Under the Fair Debt Collection Practices Act, a third-party collection company is restricted in the methods

it uses to contact consumer debtors and elicit payments with respect to placed accounts.

Requirements under state collection agency

statutes vary, with most requiring compliance similar to that required under the Fair Debt Collection Practices Act.

states in which we operate have comparable state statutes as well.

the section of this Annual Report on Form 10-K statement titled “ Risk Factors — Risks Related to Healthcare

file electronically with the SEC our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and

amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended,

or the Exchange Act.

We make available on our website at www.DocGo.com, under “Investors,” free of charge, copies

of these reports as soon as reasonably practicable after filing or furnishing these reports with the SEC.

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

Item 1. Business