What changed in this filing

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Item 1A. Risk Factors

2022-03-15 compared with 2021-03-30 · 1958 added, 1583 removed, 6 unchanged (100% of the section changed)

investment in our securities involves a high degree of risk.

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 securities.

If any of the

following events occur, our business, financial condition and operating results may be materially adversely affected.

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

Relating to Searching for and Consummating a Business Combination

are a blank check company with no operating history and no revenues, and our stockholders have no basis on which to evaluate our

ability to achieve our business objective.

are a blank check company with no operating results.

Because we lack an operating history, our stockholders have no basis upon

which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more

target businesses.

Except for the Proposed Transaction, we have no plans, arrangements or understandings with any prospective

target business concerning a business combination and may be unable to complete our initial business combination.

If we fail to

complete our initial business combination, we will never generate any operating revenues.

performance by our management team and their affiliates may not be indicative of future performance of an investment in the Company.

regarding performance by, or businesses associated with, our management team or businesses associated with them is presented for

informational purposes only.

Past performance by our management team is not a guarantee either (i) of success with respect to

any business combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business

Stockholders should not rely on the historical record of the performance of our management team or businesses associated

with them as indicative of our future performance of an investment in the Company or the returns the Company will, or is likely

to, generate going forward.

of our management team may in the future be involved in governmental investigations and civil litigation relating to the business

affairs of companies with which they are, were, or may in the future be, affiliated.

This may negatively affect our ability to

consummate an initial business combination.

of our management team may in the future be involved in governmental investigations and civil litigation relating to the business

affairs of companies with which they are, were or may in the future be affiliated with.

Any such investigations or litigations

may divert our management team’s attention and resources away from searching for an initial business combination, may be

detrimental to our reputation, and thus may negatively affect our ability to complete an initial business combination.

may seek business combination opportunities in industries or sectors that may or may not be outside of our management’s

area of expertise.

we intend to focus on identifying companies in the transportation software and technology industry or a related market, we will

consider an initial business combination outside of our management’s area of expertise if an initial business combination

candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for our

company or we are unable to identify a suitable candidate in this sector after having expanded a reasonable amount of time and

effort in an attempt to do so.

Although our management will endeavor to evaluate the risks inherent in any particular business

combination candidate, there can be no assurance that we will adequately ascertain or assess all of the significant risk factors.

There can be no assurance that an investment in our securities will not ultimately prove to be less favorable to investors than

a direct investment, if such an opportunity were available, in an initial business combination candidate.

In the event we elect

to pursue a business combination outside of the areas of our management’s expertise, our management’s expertise may

not be directly applicable to its evaluation or operation, and the information contained in this report regarding the areas of

our management’s expertise would not be relevant to an understanding of the business that we elect to acquire.

our management may not be able to ascertain or assess adequately all of the relevant risk factors.

Accordingly, any stockholders

who choose to remain stockholders following our initial business combination could suffer a reduction in the value of their shares.

Such stockholders are unlikely to have a remedy for such reduction in value.

we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses,

we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result,

the target business with which we enter into our initial business combination may not have attributes entirely consistent with

our general criteria and guidelines.

we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target

business with which we enter into our initial business combination will not have all of these positive attributes.

If we complete

our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be

as successful as a combination with a business that does meet all of our general criteria and guidelines.

In addition, if we announce

a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders

may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business

that requires us to have a minimum net worth or a certain amount of cash.

In addition, if stockholder approval of the transaction

is required by law, or we decide to obtain stockholder approval for business or other reasons, it may be more difficult for us

to attain stockholder approval of our initial business combination if the target business does not meet our general criteria and

If we are unable to complete our initial business combination, our public stockholders may receive only approximately

$10.00 per share, or less in certain circumstances as described herein, on the liquidation of our Trust Account and our warrants

will expire worthless.

In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption

of their shares.

See “If third parties bring claims against us, the proceeds held in the Trust Account could be reduced

and the per-share redemption amount received by stockholders may be less than $10.00 per share”

and other risk factors herein.

we seek stockholder approval of our initial business combination, our Sponsor and our officers, directors and their affiliates

have agreed to vote their shares in favor of such initial business combination, regardless of how our public stockholders vote.

Sponsor and our officers, directors and affiliates have agreed to vote any Founder Shares and any Public Shares held by them in

favor of our initial business combination.

As a result, in addition to the Founder Shares, we would need only 4,312,501 or 37.5%

of the 11,500,000 Public Shares to be voted in favor of a transaction in order to have our initial business combination approved.

Our Sponsor, on behalf of our officers, directors and affiliates, currently own shares representing at least 20.0% of our outstanding

shares of common stock.

Accordingly, if we seek stockholder approval of our initial business combination, it is more likely that

the necessary stockholder approval will be received than would be the case if our Sponsor and our officers, directors and their

affiliates agreed to vote the Founder Shares in accordance with the majority of the votes cast by our public stockholders.

Sponsor may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that our public stockholders

do not support.

Sponsor, on behalf of our officers, directors and their affiliates, own shares representing 20.0% of our issued and outstanding

shares of common stock.

Accordingly, they may exert a substantial influence on actions requiring a stockholder vote, potentially

in a manner that our public stockholders do not support, including amendments to our amended and restated certificate of incorporation

and approval of major corporate transactions.

If our Sponsor or our officers, directors or their affiliates purchase any additional

shares of common stock in the public market, or in privately-negotiated transactions, this would increase their control.

that would be considered in making such purchases would include consideration of the current trading price of our Class A common

In addition, our board of directors, whose members were appointed by certain affiliates of our Sponsor, is divided into

three classes, each of which generally serve for a term of three years with only one class of directors being elected in each

We may not hold an annual meeting of stockholders to elect new directors prior to the completion of our initial business

combination, in which case all of the current directors will continue in office until at least the completion of the initial business

If there is an annual meeting, as a consequence of our “staggered”

board of directors, only a minority

of the board of directors will be considered for election and our Sponsor and our officers, directors and their affiliates, because

of their ownership interests, will have considerable influence regarding the outcome.

Accordingly, our Sponsor and our officers,

directors and their affiliates will continue to exert control at least until the completion of our initial business combination.

may experience dilution of our Class A common stock at the time of our initial business combination.

may occur as a result of the anti-dilution provisions of the Founder Shares resulting in the issuance of Class A shares on a greater

than one to-one basis upon conversion of the Founder Shares at the time of our initial business combination.

In addition, because

of the anti-dilution protection in the Founder Shares, any equity or equity-linked securities issued or deemed issued in connection

with our initial business combination would be disproportionately dilutive to our Class A common stock and would be exacerbated

to the extent the public stockholders seek redemptions from the Trust Account.

we are not limited to evaluating a target business in a particular industry sector or any specific target businesses with which

to pursue our initial business combination, stockholders will be unable to ascertain the merits or risks of any particular target

business’s operations.

will seek to complete an initial business combination with companies in the transportation software and technology industry or

a related market, but may also pursue other business combination opportunities, except that we are not, under our amended and

restated certificate of incorporation, permitted to effectuate our initial business combination with another blank check company

or similar company with nominal operations.

To the extent we complete our initial business combination, we may be affected by

numerous risks inherent in the business operations with which we combine.

For example, if we combine with a financially unstable

business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business

and operations of a financially unstable or a development stage entity.

Although our officers and directors 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 of

the significant risk factors or that we will have adequate time to complete due diligence.

Furthermore, some of these risks may

be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact

a target business.

There can be no assurance that an investment in our securities will ultimately prove to be more favorable to

investors than a direct investment, if such opportunity were available, in a target business.

Accordingly, any stockholders who

choose to remain stockholders following our initial business combination could suffer a reduction in the value of their securities.

Such stockholders are unlikely to have a remedy for such reduction in value.

public stockholders’

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

be limited to the exercise of their redemption rights, unless we seek stockholder approval of the initial business combination.

we do not seek stockholder approval of a potential business combination, our stockholders’

only opportunity to affect the

investment decision regarding a potential business combination may be limited to exercising their redemption rights in connection

with the closing of our 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 agreement for an initial business combination

with a target.

may seek to enter into an initial business combination agreement with a prospective target that requires as a closing condition

that we have a minimum net worth or a certain amount of cash, like the Merger Agreement with DocGo does.

If too many public stockholders

exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed

with the initial business combination.

Furthermore, in no event will we redeem our Public Shares in an amount that would cause

our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination (so that we are not subject

to the SEC’s “penny stock”

rules) or any greater net tangible asset or cash requirement that may be contained

in the agreement relating to our initial business combination.

Consequently, if accepting all properly submitted redemption requests

would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination or such greater

amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related

business combination and may instead search for an alternate business combination.

Prospective targets will be aware of these

risks and, thus, may be reluctant to enter into an initial business combination agreement with us.

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, if at all, or optimize our capital structure.

the time we enter into an agreement for our initial business combination, we will not know how many stockholders may exercise

their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares

that will be submitted for redemption.

If our initial business combination agreement requires us to use a portion of the cash

in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve

a portion of the cash in the Trust Account to meet such requirements, or arrange for third-party financing.

In addition, if a

larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to

reserve a greater portion of the cash in the Trust Account or arrange for third-party financing.

Raising additional third-party

financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels.

The above considerations

may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.

amount of the deferred underwriting commission payable to the underwriter is not required to be adjusted for any shares that are

redeemed in connection with an initial business combination.

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

exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the per-share

value of shares held by non-redeeming stockholders will reflect our obligation to pay the deferred underwriting commission.

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 our public stockholders would have to wait for

liquidation in order to redeem their stock.

our initial business combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price,

or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful

is increased.

If our initial business combination is unsuccessful, our public stockholders would not receive their pro rata

portion of the Trust Account until we liquidate the Trust Account.

If our public stockholders are in need of immediate liquidity,

they could attempt to sell their stock in the open market;

however, at such time, our stock may trade at a discount to the pro

rata amount per share in the Trust Account.

In either situation, our public stockholders may suffer a material loss on their

investment or lose the benefit of funds expected in connection with their exercise of redemption rights until we liquidate or

they are able to sell their stock in the open market.

requirement that we complete our initial business combination by October 19, 2022, may give potential target businesses leverage

over us in negotiating an initial business combination and may decrease our ability 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.

potential target business with which we enter into negotiations concerning an initial business combination will be aware that

we must complete our initial business combination by October 19, 2022.

Consequently, such target business may have leverage over

us in negotiating an initial business combination, knowing that if we do not complete our initial business combination with that

particular target business, we may be unable to complete our initial business combination with any target business.

will increase as we get closer to the timeframe described above.

In addition, we may have limited time to conduct due diligence

and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous

initial business combination with some prospective target businesses.

federal proxy rules require that the proxy statement with respect to the vote on an initial business combination include historical

and pro forma financial statement disclosure.

We will include the same financial statement disclosure in connection with our tender

offer documents, whether or not they are required under the tender offer rules.

These financial statements may be required to

be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America

(“GAAP”) or international financial reporting standards as issued by the International Accounting Standards Board

(“IFRS”) depending on the circumstances and the historical financial statements may be required to be audited in accordance

with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”).

These financial statement

requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such

financial statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial

business combination within the prescribed time frame.

provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.

most blank check companies, if (i) we issue additional shares of Class A common stock or equitylinked securities for capital-raising

purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share

(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), (ii) the aggregate gross proceeds

from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our

initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (iii)

the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the

higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to

the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption

trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

This may make it more difficult for us to consummate an initial business combination with a target business.

may issue additional common stock or preferred stock to complete our initial business combination or under an employee incentive

plan after completion of our initial business combination.

We may also issue shares of Class A common stock upon the conversion

of the Founder Shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution

provisions contained in our amended and restated certificate of incorporation.

Any such issuances would dilute the interest of

our stockholders and likely present other risks.

amended and restated certificate of incorporation authorizes the issuance of up to 50,000,000 shares of Class A common stock,

par value $0.0001 per share, 12,500,000 shares of Class B common stock, par value $0.0001 per share, and 1,000,000 shares of preferred

stock, par value $0.0001 per share.

As of December 31, 2020, there were 38,500,000 and 9,625,000 authorized but unissued shares

of Class A common stock and Class B common stock, respectively, available for issuance, which Class A amount does not take into

account the shares of Class A common stock reserved for issuance upon exercise of any outstanding warrants or the shares

of Class A common stock issuable upon conversion of outstanding Class B common stock.

As of December 31, 2020, there

were no shares of preferred stock issued and outstanding.

Shares of Founder Shares are convertible into shares of our Class A

common stock initially at a one- for-one ratio but subject to adjustment as set forth herein, including in certain circumstances

in which we issue Class A common stock or equity-linked securities related to our initial business combination.

may issue a substantial number of additional shares of common or preferred stock to complete our initial business combination

or under an employee incentive plan after completion of our initial business combination.

We may also issue shares of Class A

common stock to redeem the warrants as described in “Description of Securities —

Redeemable Warrants —

of warrants when the price per share of Class A common stock equals or exceeds $10.00”

or upon conversion of the Class B

common stock at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution

provisions contained in our certificate of incorporation.

Our Class B common stock shall only be convertible at the time

of our initial business combination.

However, our amended and restated certificate of incorporation provides, among other things,

that prior to our initial business combination, we may not issue additional securities that would entitle the holders thereof,

to (1) receive funds from the trust account or (2) vote as a class with our Public Shares (a) on any initial business

combination or (b) to approve an amendment to our certificate of incorporation.

The restriction on issuing additional shares

of capital stock described in the prior sentence will expire upon consummation of our initial business combination.

issuance of additional shares of common or preferred stock:

significantly dilute the equity interest of our stockholders, which dilution would increase if the anti-dilution provisions in

the Class B common stock resulted in the issuance of Class A shares on a greater than one-to-one basis upon conversion

of the Class B common stock;

subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common

cause a change of control if a substantial number of shares of our common stock is issued, which may affect, among other things,

our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present

officers and directors;

have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person

seeking to obtain control of us;

adversely affect prevailing market prices for our units, Class A common stock and/or warrants;

not result in adjustment to the exercise price of our warrants.

may issue notes or other debt securities, or otherwise incur substantial debt, to complete an initial business combination, which

may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’

we have no commitments as of December 31, 2020 to issue any notes or other debt securities, or to otherwise incur outstanding

debt, we may choose to incur substantial debt to complete our initial business combination.

We have agreed that we will not incur

any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to

the monies held in the Trust Account.

As such, no issuance of debt will affect the per-share amount available for redemption from

the Trust Account.

Nevertheless, the incurrence of debt could have a variety of negative effects, including:

and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt

● acceleration

of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain

covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing

while the debt is outstanding;

inability to pay dividends on our common stock;

a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends

on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general

corporate purposes;

● limitations

on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

● limitations

on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution

of our strategy;

purposes and other disadvantages compared to our competitors who have less debt.

may be able to complete only one business combination with the proceeds of our Initial Public Offering and Private Placement Warrants,

which will cause us to be solely dependent on a single business, which may have a limited number of products or services and limited

operating activities.

This lack of diversification may negatively impact our operating results and profitability.

the net proceeds from our Initial Public Offering and Private Placement Warrants, $115,000,000 may be used to complete our initial

business combination and pay related fees and expenses (which includes $4,025,000 for the payment of the deferred underwriting

commission being held in the Trust Account).

may complete our initial business combination with a single target business or multiple target businesses simultaneously or within

a short period of time.

However, we may not be able to complete our initial business combination with more than one target business

because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file

pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses

as if they had been operated on a combined basis.

By completing our initial business combination with only a single entity, our

lack of diversification may subject us to numerous economic, competitive and regulatory developments.

Further, we would not be

able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities

which may have the resources to complete several business combinations in different industries or different areas of a single

In addition, we intend to focus our search for an initial business combination in a single industry.

Accordingly, the

prospects for our success may be:

dependent upon the performance of a single business, property or asset;

upon the development or market acceptance of a single or limited number of products, processes or services.

lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a

substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.

may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to

complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations

and profitability.

we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers

to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which

may make it more difficult for us, and delay our ability to complete our initial business combination.

We do not, however, intend

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

With multiple business

combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations

and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation

of the operations and services or products of the acquired companies in a single operating business.

If we are unable to adequately

address these risks, it could negatively impact our profitability and results of operations.

could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent

attempts to locate and acquire or merge with another business.

If we are unable to complete our initial business combination,

our public stockholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on

the liquidation of our Trust Account and our warrants will expire worthless.

anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,

disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants,

attorneys, consultants and others.

If we decide not to complete a specific initial business combination, the costs incurred up

to that point for the proposed transaction likely would not be recoverable.

Furthermore, if we reach an agreement relating to

a specific target business, we may fail to complete our initial business combination for any number of reasons, including those

beyond our control.

Any such event will result in a loss to us of the related costs incurred, which could materially adversely

affect subsequent attempts to locate and acquire or merge with another business.

If we are unable to complete our initial business

combination, our public stockholders may receive only approximately $10.00 per share on the liquidation of our Trust Account and

our warrants will expire worthless.

In certain circumstances, our public stockholders may receive less than $10.00 per share on

the redemption of their shares.

See “If third parties bring claims against us, the proceeds held in the Trust Account could

be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share”

and other risk

factors herein.

may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth

of a target business, which could compel us to restructure or abandon a particular business combination.

intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of our Initial

Public Offering and Private Placement Warrants.

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 redemption by public stockholders, we may be required to seek additional

financing to complete such proposed initial business combination.

There can be no assurance that such financing will be available

on acceptable terms, if at all.

To the extent that additional financing proves to be unavailable when needed to complete our initial

business combination, we would be compelled to either restructure the transaction or abandon that particular business combination

and seek an alternative target business candidate.

Further, we may be required to obtain additional financing in connection with

the closing of our initial business combination for general corporate purposes, including for maintenance or expansion of operations

of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial

business combination, or to fund the purchase of other companies.

If we are unable to complete our initial business combination,

our public stockholders may receive only approximately $10.00 per share plus any pro rata interest earned on the funds held in

the Trust Account and not previously released to us to pay our taxes on the liquidation of our Trust Account and our warrants

will expire worthless.

In addition, even if we do not need additional financing to complete our initial business combination,

we may require such financing to fund the operations or growth of the target business.

The failure to secure additional financing

could have a material adverse effect on the continued development or growth of the target business.

Neither our Sponsor nor any

of our officers, directors or stockholders is required to provide any financing to us in connection with or after our initial

business combination.

If we are unable to complete our initial business combination, our public stockholders may only receive

approximately $10.00 per share on the liquidation of our Trust Account, and our warrants will expire worthless.

Furthermore, as

described in the risk factor entitled “If third parties bring claims against us, the proceeds held in the Trust Account

could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share,”

certain circumstances our public stockholders may receive less than $10.00 per share upon the liquidation of the Trust Account.

are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly

renders valuation opinions, and consequently, stockholders may have no assurance from an independent source that the price we

are paying for the target(s) of our initial business combination is fair to our company from a financial point of view.

we complete our initial business combination with an affiliated entity or our board of directors cannot independently determine

the fair market value of the target business or businesses (including with the assistance of financial advisors), we are not required

to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation

opinion that the price we are paying is fair to our company from a financial point of view.

If no opinion is obtained, our stockholders

will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted

by the financial community.

Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable,

related to our initial business combination.

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.

If we are unable to complete our initial business combination, our public stockholders

may receive only approximately $10.00 per share on our redemption of our Public Shares, or less than such amount in certain circumstances,

and our warrants will expire worthless.

expect to encounter competition from other entities having a business objective similar to ours, including private investors (which

may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing

for the types of businesses we intend to acquire.

Many of these individuals and entities are well-established and have extensive

experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services

to various industries.

Many of these competitors possess similar or greater technical, human and other resources to ours, and

our financial resources will be relatively limited when contrasted with those of many of these competitors.

While we believe there

are numerous target businesses we could potentially acquire with the net proceeds of the Initial Public Offering and the sale

of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are

sizable will be limited by our available financial resources.

This inherent competitive limitation gives others an advantage in

pursuing the acquisition of certain target businesses.

because we are obligated to pay cash for the shares of Class A common stock which our public stockholders redeem in connection

with our initial business combination, target companies will be aware that this may reduce the resources available to us for our

initial business combination.

Any of these obligations may place us at a competitive disadvantage in successfully negotiating

an initial business combination.

If we are unable to complete our initial business combination, our public stockholders may receive

only approximately $10.00 per share on the liquidation of our Trust Account and our warrants will expire worthless.

circumstances, our public stockholders may receive less than $10.00 per share upon our liquidation.

See “If third parties

bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received

by stockholders may be less than $10.00 per share”

and other risk factors below.

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.

COVID-19 pandemic has adversely affected, and other events (such as terrorist attacks, natural disasters or a significant

outbreak of other infectious diseases) could adversely affect, the economies and financial markets worldwide, and the business

of any potential target business with which we consummate an initial business combination could be materially and adversely affected.

Furthermore, we may be unable to complete an initial business combination if concerns relating to COVID-19 continue to restrict

travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services

providers are unavailable to negotiate and consummate a transaction in a timely manner.

The extent to which COVID-19 impacts

our search for an initial business combination will depend on future developments, which are highly uncertain and cannot be predicted,

including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or

treat its impact, among others.

If the disruptions posed by COVID-19 or other events (such as terrorist attacks, natural

disasters or a significant outbreak of other infectious diseases) continue for an extensive period of time, our ability to consummate

an initial business combination, or the operations of a target business with which we ultimately consummate an initial business

combination, may be materially adversely affected.

addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may

be impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity in

third- party financing being unavailable on terms acceptable to us or at all.

the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there

may be more competition for attractive targets.

This could increase the cost of our initial business combination and could even

result in our inability to find a target or to consummate an initial business combination.

recent years and especially in the last several months, 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.

addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with

available targets, the competition for available targets with attractive fundamentals or business models may increase, which could

cause targets companies to demand improved financial terms.

Attractive deals could also become scarcer for other reasons, such

as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close

business combinations or operate targets post-business combination.

This could increase the cost of, delay or otherwise complicate

or frustrate our ability to find and consummate an initial business combination, and may result in our inability to consummate

an initial business combination on terms favorable to our investors altogether.

in the market for directors’

and officers’

liability insurance could make it more difficult and more expensive for

us to negotiate and complete an initial business combination.

recent months, the market for directors’

and officers’

liability insurance for special purpose acquisition companies

The premiums charged for such policies have generally increased and the terms of such policies have generally become

less favorable.

There can be no assurance that these trends will not continue.

increased cost and decreased availability of directors’

and officers’

liability insurance could make it more difficult

and more expensive for us to negotiate an initial business combination.

In order to obtain directors’

and officers’

liability insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might

need to incur greater expense, accept less favorable terms or both.

However, any failure to obtain adequate directors’

officers’

liability insurance could have an adverse impact on the post-business combination’s ability to attract and

retain qualified officers and directors.

addition, even after we were to complete an initial business combination, our directors and officers could still be subject to

potential liability from claims arising from conduct alleged to have occurred prior to the initial business combination.

result, in order to protect our directors and officers, the post-business combination entity will likely need to purchase additional

insurance with respect to any such claims (“run-off insurance”).

The need for run-off insurance would be an added

expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate an initial business

combination on terms favorable to our investors.

may not be able to complete our initial business combination by October 19, 2022, 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.

amended and restated certificate of incorporation provides that we must complete our initial business combination by October 19,

2022 (within 24 months from the closing of the Initial Public Offering).

We may not be able to find a suitable target business

and complete our initial business combination within such time period.

Our ability to complete our initial business combination

may be negatively impacted by general market conditions, political considerations, volatility in the capital and debt markets

and the other risks described herein.

If we have not completed our initial business combination within such time 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

In such case, our public stockholders may receive only $10.00 per share, and our warrants will expire worthless.

circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares.

See “If

third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount

received by stockholders may be less than $10.00 per share”

and other risk factors below.

we seek stockholder approval of our initial business combination, our Sponsor and our officers, directors and their affiliates

may enter into certain transactions, including purchasing shares or warrants from the public, which may influence the outcome

of a proposed business combination and reduce the public “float”

of our securities.

we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial

business combination pursuant to the tender offer rules, our Sponsor and our officers, directors and their affiliates may purchase

Public Shares or Public Warrants or a combination thereof in privately negotiated transactions or in the open market either prior

to or following the completion of our initial business combination, although they are under no obligation to do so.

a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is

no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that our Sponsor

and our officers, directors and affiliates purchase shares in privately negotiated transactions from public stockholders who have

already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections

to redeem their shares.

Additionally, at any time at or prior to our initial business combination, subject to applicable securities

laws (including with respect to material nonpublic information), our Sponsor and our officers, directors and affiliates may enter

into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares

in favor of our initial business combination or not redeem their Public Shares.

However, they have no current commitments, plans

or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.

of any such transaction could be to (1) vote such shares in favor of the initial business combination and thereby increase

the likelihood of obtaining stockholder approval of the initial business combination, (2) reduce the number of Public Warrants

outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial

business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum

net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement

would otherwise not be met.

This may result in the completion of our initial business combination that may not otherwise have

been possible.

addition, if such purchases are made, the public “float”

of our Class A common stock or warrants and the number

of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing

or trading of our securities on a national securities exchange.

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.

will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial

business combination.

Despite our compliance with these rules, if a stockholder fails to receive our proxy materials or tender

offer documents, as applicable, such stockholder may not become aware of the opportunity to redeem its shares.

In addition, proxy

materials or tender offer documents, as applicable, that we will furnish to holders of our Public Shares in connection with our

initial business combination will describe the various procedures that must be complied with in order to validly tender or submit

Public Shares for redemption.

For example, we intend to require our public stockholders seeking to exercise their redemption rights,

whether they are record holders or hold their shares in “street name,”

to, at the holder’s option, either deliver

their stock certificates to our transfer agent, or to deliver their shares to our transfer agent electronically prior to the date

set forth in the proxy materials or tender offer documents, as applicable.

In the case of proxy materials, this date may be up

to two business days prior to the vote on the proposal to approve the initial business combination.

In addition, if we conduct

redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its Public

Shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the

name of the beneficial owner of such shares is included.

In the event that a stockholder fails to comply with these or any other

procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed.

stockholders do not have any rights or interests in funds from the Trust Account, except under certain limited circumstances.

To liquidate their investment, therefore, stockholders may be forced to sell their Public Shares or warrants, potentially at a

public stockholders are entitled to receive funds from the Trust Account only upon the earliest to occur of:

(i) our completion

of an initial business combination, and then only in connection with those shares of Class A common stock that such stockholder

properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any Public Shares properly submitted

in connection with a stockholder vote to amend our certificate of incorporation to modify the substance or timing of our obligation

to redeem 100% of our Public Shares if we do not complete our initial business combination by October 19, 2022, or to provide

for redemption in connection with a business combination and (iii) the redemption of our Public Shares if we are unable to complete

an initial business combination by October 19, 2022, subject to applicable law and as further described herein.

Risk Factors.

Related to DocGo’s Business Strategy

failure to implement its business strategy could adversely affect its business.

future financial performance and success is dependent in large part upon its ability to implement its business strategy successfully.

DocGo’s business strategy includes several initiatives, including developing contractual relationships with new healthcare

provider partners and expanding its business with existing partners;

capitalizing on organic growth opportunities such as growing

complementary and integrated service offerings, particularly with respect to its mobile health solutions;

pursuing selective acquisitions

to expand its geographic presence, among other things;

and enhancing operational efficiencies and productivity.

DocGo may not

be able to implement its business strategy successfully or achieve the anticipated benefits of its business plan.

unable to do so, its long-term growth, profitability and ability to service its debt will be adversely affected.

DocGo is able to implement some or all of the initiatives of its business plan, one or more may not be successful in achieving

the desired goals and DocGo’s operating results may not improve to the extent it anticipates, or at all, or could be adversely

Implementation

of DocGo’s business strategy could also be affected by a number of factors beyond its control, including increased competition,

government regulation, general economic conditions or increased operating costs or expenses.

In particular, DocGo’s future

success is contingent on DocGo’s ability to penetrate new markets and, to a lesser extent, further penetrate existing markets,

which is subject to a number of uncertainties, many of which are beyond DocGo’s control.

Expanding service offerings such

as DocGo’s mobile health solutions also carries unique risks, including lack of market acceptance and not realizing any

return on the capital invested.

Government regulations in both DocGo’s domestic and international markets can also delay

or prevent expansion or the introduction of new service offerings, or require changes to some of the services DocGo already offers,

which could negatively impact the success of DocGo’s strategies.

In addition, to the extent DocGo has misjudged the nature

and extent of industry trends or its competition, it may have difficulty in identifying new provider partners, achieving any geographic

expansion, introducing new service offerings or achieving DocGo’s other strategic objectives.

As such, due to these and

other known and unknown risks, DocGo cannot assure you that its business strategy will be successful, and any failure to effectively

implement its business strategy and otherwise grow the business could have a material adverse effect on DocGo’s business,

financial condition and results of operations.

reliance on its contractual relationships with its healthcare provider partners and other strategic alliances could adversely

affect its business.

relies significantly on its contractual relationships with its healthcare provider partners and other strategic partners and alliances

to generate revenues, expand into new markets and further penetrate existing markets.

In recent years, DocGo has entered

into strategic business relationships with, among others, healthcare providers and hospital systems, to take advantage of commercial

opportunities across its operations, but particularly in its medical transportation services segment.

DocGo’s contract with

Fresenius, under which DocGo generated approximately 7.1% of its revenues in the year ended December 31, 2021, is of particular

importance to DocGo’s results.

The structure of DocGo’s relationships with its healthcare provider partners is a novel

model in DocGo’s industry and because there is little precedent for this approach, there can be no assurances that it will

be operationally or financially successful in the long term.

contractual relationships with its healthcare provider partners and its reliance on revenues generated pursuant to these arrangements

carry commercial and other risks and uncertainties that are different from those underlying DocGo’s other revenue streams,

including the opportunity cost of not pursuing the specific venture independently or with other partners.

For example, strategic

partners may have business or economic interests that are inconsistent with those of DocGo and may take actions contrary to DocGo’s

While DocGo typically manages the day-to-day operations, DocGo’s partners have certain consent rights

and they may not agree with decisions that DocGo believes are appropriate or are otherwise in the venture’s or its best

This structure can also lead to disputes with partners, which could require DocGo’s management to commit additional

time and resources to resolve any disagreements or, in some instances, may lead to arbitration or litigation.

Contractual relationships

like these typically carry termination rights and one or more of DocGo’s partners may choose to exit the relationship prematurely

and, in certain arrangements, the partner may have the option to put its interest in the venture to DocGo or acquire DocGo’s

stake at a predetermined price, even if the relationship is proving beneficial to DocGo and it would choose to continue the arrangement.

If one of DocGo’s ventures or any of its strategic partners is subject to a regulatory investigation or legal dispute or

is otherwise the subject of any negative publicity, DocGo may be associated with the matter and similarly harmed, regardless of

whether the specific partnership or DocGo itself had any connection to the underlying matters.

In addition, DocGo may, in certain

circumstances, be liable for the actions of its partners.

Contractual relationships such as these can also raise fraud and abuse

For example, the Office of Inspector General (the “OIG”) of the U.S.

Department of Health and Human Services

(“HHS”) has taken the position that certain contractual relationships between a party which makes referrals and a

party which receives referrals for a specific type of service may violate the federal Anti-Kickback Statute if not appropriately

Any of the foregoing risks or others related to DocGo’s reliance on strategic partners and other relationships

could have a material adverse effect on DocGo’s business, financial condition and results of operations.

incurs significant up-front costs in its client relationships and any inability to maintain and grow these client relationships

over time or to recover these costs could adversely affect its business.

business strategy depends heavily on achieving economies of scale because its initial up-front investment is costly and the

associated revenue is recognized on a ratable basis.

DocGo devotes significant resources to establish relationships with its clients

and implement its solutions.

This is particularly so in the case of large enterprises like those DocGo implements with its healthcare

provider partners.

Accordingly, DocGo’s results of operations will depend in substantial part on its ability to maintain

and grow its relationships with customers over time.

Additionally, as DocGo’s business is growing significantly, its client

acquisition costs could outpace its build-up of recurring revenue, and DocGo may be unable to manage its total operating

costs enough to achieve profitability, or if achieved, to maintain it.

If DocGo fails to achieve appropriate economies of scale

or if it fails to manage or anticipate demand, its business, financial condition and results of operations could be materially

adversely affected.

growth of DocGo’s business depends, in part, on its ability to execute on its acquisition strategy.

significant portion of DocGo’s historical growth has occurred through acquisitions, and it anticipates continued growth

through acquisitions in the future.

DocGo’s growth strategy is primarily focused on geographic expansion, often as part

of growing its relationship with an existing healthcare provider partner, and DocGo expects acquisitions to be the primary means

of acquiring the infrastructure, licenses or other resources necessary to enter new markets in the future.

DocGo is presently

evaluating, and expects to continue evaluating on an ongoing basis, a variety of possible acquisition transactions.

cannot predict the timing of any contemplated transactions, and there can be no assurances that DocGo will identify suitable acquisition

opportunities in the geographies into which it expects to grow or, if it does, that any transaction can be consummated on terms

acceptable to it.

DocGo also competes for acquisitions with other potential acquirers, some of which may have greater financial

or operational resources than DocGo.

A significant change in DocGo’s business or the economy, an unexpected decrease in

cash flows or any restrictions imposed by DocGo’s debt may limit its ability to obtain the necessary capital for acquisitions

or otherwise impede its ability to complete an acquisition.

Certain proposed acquisitions or dispositions may also trigger regulatory

review by governmental agencies, including the U.S.

Department of Justice (the “DOJ”), the U.S.

Trade Commission(the “FTC”), under their respective regulatory authority.

Any delay, prohibition or modification required

by regulatory authorities for competitive purposes or otherwise could adversely affect the terms of a proposed acquisition or

could require DocGo to modify or abandon an otherwise attractive acquisition opportunity.

The failure to identify suitable transaction

partners and to consummate transactions on acceptable terms or at all could adversely affect DocGo’s business, financial

condition and results of operations.

acquisition strategy exposes it to significant risks and additional costs.

involve risks that the businesses acquired will not perform as expected or provide sufficient infrastructure and other resources

necessary to operate in a given geography and DocGo’s judgments regarding the value, strengths and weaknesses and profitability

of acquired businesses may prove wrong.

DocGo may become liable for certain unforeseen pre-acquisition liabilities of an

acquired business, including, among others, tax liabilities, environmental liabilities, liabilities for regulatory violations

and liabilities for employment practices, and these liabilities could be significant.

In addition, an acquisition could result

in the impairment of client relationships and other acquired assets such as goodwill.

DocGo may also incur costs and experience

inefficiencies to the extent an acquisition expands the services, markets or geographies in which it operates.

Acquisitions may

require that DocGo incur additional debt to finance the transaction, which could be substantial and limit its operating flexibility

or, alternatively, acquisitions may require that DocGo issue stock as consideration, which could dilute share ownership.

can also involve post-transaction disputes regarding a number of matters, including a purchase price or working capital adjustment,

earn-out or other contingent payments, environmental liabilities or other obligations.

DocGo’s recent growth and its

acquisition strategy have placed, and will continue to place, significant demands on management’s time, which may divert

their attention from DocGo’s day-to-day business operations, and may lead to significant due diligence and other

expenses regardless of whether DocGo pursues or consummates any acquisition.

DocGo may also not be able to manage its growth resulting

from acquisitions due to the number, diversity and geographic disparity of the businesses it may acquire or for other reasons.

These and other risks related to acquisitions could adversely affect DocGo’s business, financial condition and results of

inability to successfully integrate acquisitions or realize their anticipated benefits could adversely affect DocGo’s business.

require that DocGo integrate separate companies that historically operated independently or as part of another, larger organization,

and had different systems, processes and cultures.

DocGo may not be able to successfully integrate any business it has acquired

or may acquire, or may not be able to do so in a timely, efficient or cost-effective manner.

Risks related to the successful

integration of an acquired business include:

the attention of DocGo’s management and that of the acquired business;

or linking different accounting and financial reporting systems and systems of internal controls and, in some instances, implementing

new controls and procedures;

computer, technology and other information networks and systems, including enterprise resource planning systems and billing systems;

● assimilating

personnel, human resources, billing and collections, and other administrative departments and potentially contrasting corporate cultures;

relationships with or losses of key clients and suppliers of DocGo’s business or the acquired business;

● interfering

with, or loss of momentum in, DocGo’s ongoing business or that of the acquired company;

to retain DocGo’s key personnel or that of the acquired company;

or cost-overruns in the integration process.

inability to manage its growth through acquisitions, including the integration process, and to realize the anticipated benefits

of an acquisition could have a material adverse effect on its business, financial condition and results of operations.

Related to DocGo’s Business and Industry

COVID-19 pandemic has materially impacted DocGo’s business.

December 2019, a novel strain of coronavirus (COVID-19) surfaced in Wuhan, China.

Since then, the virus has spread globally,

including to the United States, and the World Health Organization has declared the outbreak a pandemic and the Secretary

of HHS has declared a public health emergency.

Public health organizations and international, federal, state and local governments

have implemented measures to combat the spread of COVID-19, including restrictions on movement such as quarantines, “stay-at-home”

orders and social distancing ordinances and restricting or prohibiting outright some or all forms of commercial and business activity.

These measures, or others that may be implemented in the future, although temporary in nature, may become more restrictive or

continue indefinitely.

COVID-19 pandemic and its national and global impact have adversely affected DocGo, particularly in its healthcare transportation

segment, and this segment and other aspects of DocGo’s business may be adversely affected by the pandemic and its impact in the

DocGo’s and its customers’ businesses have generally been classified as “essential” in most jurisdictions,

permitting DocGo and its customers to continue operations in most markets.

However, there can be no assurance that DocGo’s business

or those of its customers’ and suppliers’ will continue to be classified as “essential” in the future, or that

DocGo or they will not voluntarily limit or cease operations in one or more markets if it or they believe it is in the company’s

or their best interests.

For example, healthcare providers have limited the availability of elective procedures, at times entirely stopping

these procedures, which has had an adverse impact on DocGo’s revenues related to non-emergency transportation services.

has also determined to increase its reserves for bad debt since the pandemic began because of uncertainty regarding payments from some

uninsured consumers.

Further, DocGo’s business can put its healthcare professionals in direct contact with patients infected with

COVID-19, which significantly increases the risk that DocGo employees will contract the virus.

Should there be an outbreak of COVID-19 among

DocGo’s employees in one or more of its markets, in response, DocGo may need to significantly reduce or cease operations there.

The demands of the pandemic have also placed significant financial burdens on healthcare providers, including DocGo’s healthcare

provider partners and other customers, and if one or more of DocGo’s partners or other customers declare bankruptcy or otherwise

restrict or cease its operations, DocGo’s business may be harmed.

The pandemic may also adversely affect DocGo’s ability to

collect accounts receivable.

DocGo also utilized several government programs in 2020 related to the pandemic, receiving approximately

$1.0 million in payments through the Public Health and Social Services Emergency Fund authorized under the Coronavirus Aid, Relief

and Economic Security Act and related legislation as well as various state and local programs, net of amounts that will be repaid to HHS.

also received accelerated Medicare payments of approximately $2.4 million that were required to be repaid beginning in April 2021.

See Note 19 to the notes to the audited consolidated financial statements of DocGo included elsewhere in this Annual Report on Form

cost structure has also been adversely impacted by the pandemic.

A number of DocGo’s suppliers have also been negatively impacted

by the COVID-19 pandemic and there have been significant disruptions in its supply chains, particularly with respect to the personal

protective equipment, or PPE, that DocGo’s healthcare professionals require to do their jobs.

At times, sufficient levels of PPE

have not been available and these shortages have limited DocGo’s ability to meet demand and provide its services to customers in

a timely manner.

Further, the demand for PPE in the healthcare industry and the public at large caused by the pandemic has significantly

increased the cost of PPE and DocGo may not be able to recover these increased costs in the rates it charges for its services, which could

adversely affect DocGo’s profitability.

Limitations on the availability or increases in the price of PPE have and could in the future

continue to adversely affect DocGo’s business and results of operations.

DocGo’s suppliers’ businesses have similarly

generally been classified as “essential business” permitting operations to continue, but DocGo cannot be certain that its

suppliers will continue to be classified as “essential” or that they will not voluntarily limit or cease operations or that

a sufficient quantity of PPE will be available and at prices that fit within DocGo’s cost structure.

management is focused on mitigating the impact of COVID-19 on its business and the risk to its employees.

This focus has

diverted management’s attention away from normal business operations.

Additionally, DocGo has taken a number of precautionary

measures intended to mitigate the impact of COVID-19 on its business and the risk to its employees, including implementing

detailed cleaning and disinfecting processes at its facilities and across its fleet, adhering to social distancing protocols and

encouraging employees to work from home when possible, any of which could adversely affect DocGo’s business.

measures and others DocGo may take are temporary, they may continue until the pandemic is contained and restrictions on movement

or commercial and business activity and related orders or ordinances are sufficiently modified or lifted, and could amplify existing

risks or introduce new risks that could adversely affect DocGo’s business, including, but not limited to, risks related

to internal controls and cybersecurity and others identified in these risk factors.

For example, DocGo’s platform and the

other systems or networks used in its business may experience an increase in attempted cyberattacks seeking to take advantage

of shifts to employees working remotely using their household or personal Internet networks and to leverage fears promulgated

by the COVID-19 pandemic.

the pandemic has significantly increased the demand for DocGo’s remote and mobile testing and vaccination services and many of these

contracts are on a short-term basis, often spanning only a number of weeks or months.

Much of DocGo’s revenue, employee

and operations growth has occurred during recent years, which has been partially driven by significant COVID-related impacts.

the Company estimates that COVID testing relating revenue for 2021 was approximately $110 million.

Our ability to forecast our future

operating results is limited and subject to a number of uncertainties, including our ability to predict revenue and expense levels, and

plan for and model future growth.

Moreover, it is unlikely this new demand will be sustained in the long term, at least with respect to

COVID-19-related testing and vaccination, particularly if the pandemic subsides, and there can be no assurances that DocGo will be

able to find alternative revenue streams to compensate for the loss.

These uncertainties are exacerbated by the effects of the Covid-19

pandemic has adversely affected many industries as well as the economies and financial markets of many countries, including the

United States, causing a significant deceleration of economic activity.

This slowdown has reduced production, decreased demand

for a broad variety of goods and services, diminished trade levels, and led to widespread corporate downsizing, causing a sharp

increase in unemployment.

There has also been disruption to and extreme volatility in the global capital markets, which could

increase the cost of, or entirely restrict access to, capital.

The impact of this pandemic on the U.S.

and world economies

is uncertain and, until the pandemic is contained, these adverse impacts could worsen, impacting all segments of the global economy,

and result in a significant recession or worse.

the detrimental business impacts of COVID-19 moderated somewhat in 2021 as compared to 2020, considerable uncertainty still surrounds

the COVID-19 virus and its potential effects, including potential future variants of the virus and the extent of and effectiveness

of any responses taken on local, state, national and global levels.

While DocGo expects the pandemic and related events will continue

to impact its business, the unpredictable and unprecedented nature of the pandemic, including new variants and the extent to which

vaccines will be made available globally, makes it impractical to identify all potential risks or estimate the full extent and

scope of the impact on DocGo’s business and industry, as well as national, regional and global markets and economies.

DocGo’s ability to conduct its business in the manner previously or currently expected could be materially and adversely

affected, and any of the foregoing risks and uncertainties as well as those that have not yet manifested themselves or been identified

could materially and adversely affect DocGo’s business, financial condition and results of operations.

The pandemic may

also have the effect of heightening many of the other risks described herein.

high level of competition in DocGo’s industry could adversely affect its business.

medical transportation industry is highly competitive.

In providing these services to DocGo’s healthcare provider partners,

individual customers and municipalities, DocGo competes with governmental entities, including cities and fire districts, hospitals,

local and volunteer private providers, as well as other regional and local private companies.

The industry also includes several

large national and regional providers such as Rural/Metro Corporation, Falck, American Medical Response (AMR), Southwest Ambulance,

Paramedics Plus and Acadian Ambulance.

The most important competitive factors in the medical transportation services industry

include 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 very important.

the telehealth market is in an early stage of development, it is competitive and DocGo expects it to attract increased competition,

which could make it difficult for DocGo to succeed.

The major competitors in the industry 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.

DocGo also believes there are several smaller, private organizations providing in-home or in-site care

utilizing different, higher cost healthcare providers.

Non-traditional providers and others such as large health systems

or payors, some of which may be DocGo customers or partners, may enter the space using consumer-grade video conferencing

platforms such as Zoom and Twilio or develop innovative technologies or business activities that could be disruptive to 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, which see an opportunity in the surge in

interest in telehealth in connection with the COVID-19 pandemic.

Competition in the telehealth industry is primarily based

ease of use, convenience and accessibility;

brand recognition;

breadth, depth, and efficacy of telehealth services;

clinical quality;

customer support;

and customer satisfaction and value.

may not be successful in maintaining or growing its competitive position in one or more of its existing markets or in those into

which it may expand.

Some of DocGo’s competitors may have access to greater financial or other resources than it does, which

may afford them greater power, efficiency, financial flexibility, geographical reach or capital resources for growth.

some of DocGo’s competitors are vertically integrated and can leverage this structure to their advantage.

DocGo may fail

to identify optimal service or geographic markets, focus its attention on suboptimal service or geographic markets or fail to

execute an appropriate business model in certain service or geographic markets.

DocGo’s competitors may develop new services

or technologies that are superior to DocGo’s, develop more efficient or effective methods of providing services or adapt

more quickly, efficiently or effectively than DocGo does to new technologies and opportunities.

DocGo’s competitors may

be positioned to provide better service or influence customer requirements, or more quickly respond to changing customer requirements,

and thereby establish stronger customer relationships.

DocGo’s competitors may offer their services at lower prices because,

among other things, they possess the ability to provide similar services more efficiently, as part of a bundle with other services

or generally at a lower cost.

These pricing pressures could require DocGo to lower its prices to at or below its costs, requiring

DocGo to sacrifice margins or incur losses.

Alternatively, DocGo may choose to forgo entering certain markets or exit others,

which would limit its growth and competitive reach.

Any failure by DocGo to compete or to generally maintain and improve its competitive

position could adversely affect its business, financial condition and results of operations.

revenue would be adversely affected if it loses some or all of its business under existing contracts.

significant portion of DocGo’s revenue growth has historically resulted from increases in the business and related fees

it collects under existing contracts and the addition of new contracts.

DocGo’s contracts with healthcare providers and

other customers generally have terms of one to three years and most of its contracts are terminable by either of the parties

upon notice of as little as 30 days.

Many of the pandemic-specific testing and vaccination contracts have much shorter

terms, as little as a number of weeks or months, and there is no certainty these revenue streams can be sustained at

existing levels, regardless of whether the pandemic is brought under control.

Even if DocGo has an existing contract with a healthcare

provider it does not create any exclusive relationship and even if DocGo is given preferred status, the customer often still does

business with one or more of DocGo’s competitors.

For example, execution under DocGo’s medical transportation services

contracts requires that an ambulance or other necessary fleet vehicle be available and within a certain proximity and the time

of need and, if one is not, the customer will seek alternative options.

Furthermore, certain of DocGo’s contracts will expire

during each fiscal period, and DocGo may be required to seek renewal of these contracts through a formal bidding process that

often requires written responses to a request for proposal.

Even if DocGo is successful in renewing the contract, it may contain

terms that are not as favorable to DocGo as its current contracts.

There can be no assurances that DocGo will successfully retain

its existing contracts and any loss of contracts or reduction in services provided thereunder or under any renewal would have

a material adverse effect on DocGo’s business, financial condition and results of operations.

reliance on government contracts could adversely affect its business.

DocGo’s government contract work historically represented a small portion of its revenue, this work has recently increased substantially,

representing approximately 7.3% and 65.1% of DocGo’s revenue for the years ended December 31, 2020 and 2021, respectively,

and maintaining and continuing to grow this revenue stream is an important part of DocGo’s growth strategy.

However, government

contract work is subject to significant risks and uncertainties.

Only eligible parties can bid on and service most government contracts,

which requires DocGo to comply with various statutes, rules, regulations and other governmental policies, including those related to wages,

benefits, overtime, working conditions, equal employment opportunity, affirmative action and drug testing.

If DocGo fails to comply with

any of these requirements it may be suspended or debarred from government work or subject to various administrative sanctions and civil

and criminal penalties and fines.

Government contract work subjects DocGo to government audits, investigations, and proceedings, which

can cause similar results if it is determined that a statute, rule, regulation, policy or contractual provision has been violated.

can also lead to adjustments to the amount of contract costs DocGo believes are reimbursable or the ultimate amount DocGo may be paid

under the agreement.

Additionally,

governments are typically under no obligation to maintain funding at any specific level, and funds for government programs can

be eliminated with little or no notice.

As a result, contracts with government agencies may only be partially funded or may be

terminated, and DocGo may not realize all of the potential revenue from those contracts.

Government contracts typically can be

paused or canceled entirely at any time, in whole or in part, for the government’s convenience or for default with little

or no prior notice.

Under these circumstances, the contractor typically receives payment only for the lesser of the work completed

or the amount authorized under the contract, but not the anticipated revenue and profit that would have been earned had the contract

been completed.

A temporary stoppage or delay or the complete cancellation of a project can create inefficiencies, such as leaving

portions of DocGo’s fleet idle for a significant period of time, cause DocGo to lose some or all of its investment in the

project or result in financial and other damages that DocGo may not be able to recover from the government.

The timing of project

awards, including expansions of existing projects, is also unpredictable and can involve complex and lengthy negotiations and

competitive bidding processes.

Other risks associated with government contracting include more extended collection cycles and

heightened or unlimited indemnification obligations.

Any failure to maintain and grow DocGo’s government contract revenues

for one or more of these or any other reasons could adversely affect DocGo’s business, financial condition and results of

significant portion of our recent revenue growth is derived from a small number of large customers.

A significant

portion of our revenues and income growth in 2021 was derived from a from a limited number of customers.

For the year ended December 31,

2021, one customer accounted for approximately 26% of total sales, while another customer accounted for approximately 24% of sales.

of these customers is a public benefit corporation and the other is a municipality with separate contracts with several of its agencies

and departments.

Services are provided under different contracts with the various independent agencies of the municipality and are not

guaranteed and are terminable at will by the particular agency.

However, termination of any one of those particular contracts does not

necessarily indicate a greater likelihood of termination of any of the municipality’s other contracts, as these contracts are awarded

on a project basis, with each project running independently of the others.

We cannot assure you that this customer or other large customers

will continue to do business with us on terms or at rates currently in effect, or will not elect to do business with our competitors or

perform their own services themselves.

The loss of one of our top customers, if not offset by revenues from new or other existing customers,

would have a material adverse effect on our business, financial condition and results of operations.

labor costs are significant and any inability to control those costs could adversely affect its business.

costs are DocGo’s largest fixed cost, representing approximately 25.1% and 59.9% of its 2021 and 2020 revenues, respectively.

competes with other healthcare providers in attracting these professionals, including EMTs, paramedics and nurses, to support its operations.

In some markets, the lack of availability of clinical personnel has become a significant operating issue facing all healthcare providers.

This shortage may require DocGo to continue to enhance wages and benefits to recruit and retain qualified personnel or to identify and

contract with more expensive temporary personnel.

DocGo also depends on the available labor pool of technology-skilled workers in

certain of the markets in which it operates.

DocGo’s labor costs increase, it may not be able to raise rates to offset these increased costs.

Because a significant percentage

of DocGo’s revenue consists of fixed, prospective payments, its ability to pass along increased labor costs is limited.

In particular, if labor costs rise at an annual rate greater than its revenues, DocGo’s results of operations and cash flows

will likely be adversely affected.

union activity that may occur within DocGo’s workforce in the future could contribute to increased labor costs.

proposed changes in federal labor laws and the National Labor Relations Board’s modification of its election procedures

could increase the likelihood of employee unionization attempts.

Although none of DocGo’s employees are currently represented

by a collective bargaining agreement, to the extent a significant portion of its employee base unionizes, it is possible DocGo’s

labor costs could increase materially.

DocGo’s failure to recruit and retain qualified healthcare professionals, or to control

labor costs, could have a material adverse effect on DocGo’s business, financial condition and results of operations.

inability to collect on its customer receivables or unfavorable shifts in payor mix could adversely affect its business.

general practice in DocGo’s industry is to provide medical services in advance of payment and, in many cases, prior to any

assessment of the patient’s ability to pay.

DocGo ultimately bills a number of different payors, including private insurance,

Medicare and Medicaid, the healthcare provider or facility and self-pay patients.

These different payors typically have different

billing, coding, documentation and other compliance requirements that DocGo must satisfy and any procedural deficiencies or incorrect

or incomplete information could result in delays or partial or complete non-payment for the services DocGo rendered.

in payor mix, particularly those that increase the percentage of patients covered by lower paying government programs as compared

to private insurance or that increase the percentage of self-pay patients, can reduce the amount DocGo receives for its services

and adversely affect DocGo’s ability to collect on its receivables.

The ability to bill and collect on certain accounts

may also be limited by statutory, regulatory and investigatory initiatives such as restrictions on charges for out-of-network services

or by private lawsuits, including those directed at healthcare charges and collection practices for uninsured and underinsured

Other factors that can adversely affect DocGo’s billing and collection efforts include general economic conditions,

disputes between payors as to which party is responsible for payment, variation in coverage for similar services among various

payors and the ability of individual patients to pay.

In addition, DocGo recently internalized its billing and collection functions,

services that were historically provided by third parties.

Any transition of this nature carries significant risks and uncertainties

and the failure of these departments to operate efficiently and effectively could cause periodic or prolonged disruptions to DocGo’s

billing and collection efforts or create other unanticipated inefficiencies.

These and other risks and uncertainties that impact

DocGo’s ability to timely bill and collect on its receivables or the amount DocGo can charge for its services could adversely

affect DocGo’s business, financial condition or results of operations.

may not accurately assess the costs it will incur under new revenue opportunities.

must accurately assess the costs it will incur in providing services in order to realize adequate profit margins and otherwise

meet its financial and strategic objectives, particularly with respect to the expansion of its telehealth business.

pressures from healthcare payors to restrict or reduce reimbursement rates at a time when the costs of providing medical services

continue to increase make assessing the costs associated with the pricing of new contracts, as well as maintenance of existing

contracts, and pricing new services that DocGo has not previously offered, more difficult.

Starting new contracts and service

offerings may also negatively impact cash flow as DocGo absorbs various expenses before it is able to bill and collect revenue

associated with the new contracts or services.

In addition, integrating new contracts, particularly those in new geographic locations,

could prove more costly, and could require more management time, than DocGo anticipates.

Any failure to accurately predict costs

or to negotiate an adequate profit margin could have a material adverse effect on DocGo’s business, financial condition

and results of operations.

may enter into a large-scale deployment of resources in response to a national emergency as a subcontractor to FEMA, which may

adversely affect DocGo’s business.

does not believe that a FEMA deployment would adversely affect its ability to service its customers.

DocGo is not contractually

obligated to respond to FEMA requests.

However, if management elects to participate, any significant FEMA deployment requires

significant management attention and could reduce DocGo’s ability to pursue other opportunities and to pursue geographic

expansion and its growth strategies, which could have an adverse effect on DocGo’s business, financial condition and results

of operations.

may face litigation and other risks as a result of Motion’s restatement of its historical financial statements and related

previously accounted for its outstanding Public Warrants and Private Warrants as components of equity instead of as derivative

The Warrant Agreement governing the warrants includes a provision that provides for potential changes to the settlement

amounts dependent upon the characteristics of the holder of the warrant.

Upon review of the “Staff Statement on Accounting

and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs)” promulgated by the SEC

on April 12, 2021 (the “SEC Staff Statement”), Motion’s management further evaluated the Public Warrants

and Private Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s

ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial

instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things,

the warrant is indexed to the issuer’s common stock.

Based on management’s evaluation, Motion’s audit committee,

in consultation with management, concluded that the Public Warrants and Private Warrants are not indexed to Motion’s common

As a result, Motion reclassified the Public Warrants and Private Warrants as derivative liabilities.

Under this accounting

treatment, Motion was required to measure the fair value of the Public Warrants and Private Warrants at the end of each reporting

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

a result of the foregoing matters, DocGo may become subject to additional risks and uncertainties, including, among others, unanticipated

costs for accounting and legal fees, the increased possibility of legal proceedings, shareholder lawsuits, governmental agency

investigations, and inquiries by Nasdaq or other regulatory bodies, which could cause investors to lose confidence in our reported

financial information and could subject DocGo to civil or criminal penalties, shareholder class actions or derivative actions.

DocGo could face monetary judgments, penalties or other sanctions that could have a material adverse effect on its business, financial

condition and results of operations and could cause our stock price to decline.

If any such actions occur, they will, regardless

of the outcome, consume a significant amount of management’s time and attention and may result in additional legal, accounting,

insurance and other costs.

If DocGo does not prevail in any such proceedings, DocGo could be required to pay damages or settlement

is an “emerging growth company” and it cannot be certain if the reduced disclosure requirements applicable to emerging

growth companies will make the Common Stock less attractive to investors.

is an “emerging growth company” as defined in the JOBS Act.

As an emerging growth company, DocGo is only required

to provide two years of audited financial statements and only two years of related selected financial data and management

discussion and analysis of financial condition and results of operations disclosure.

In addition, DocGo is not required to obtain

auditor attestation of its reporting on internal control over financial reporting, has reduced disclosure obligations regarding

executive compensation and is not required to hold non-binding advisory votes on executive compensation.

In addition, the

JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or

revised accounting standards.

This allows an emerging growth company to delay the adoption of these accounting standards until

they would otherwise apply to private companies.

DocGo has elected to take advantage of such extended transition period.

cannot predict whether investors will find Common Stock to be less attractive as a result of its reliance on these exemptions.

If some investors find the Common Stock to be less attractive as a result, there may be a less active trading market for Common

Stock and the price of the Common Stock may be more volatile than the historical trading market and price of Motion’s Class A

Common Stock.

will remain an emerging growth company until the earliest of:

(i) the end of the fiscal year in which DocGo has total annual

gross revenue of $1.07 billion;

(ii) the last day of DocGo’s fiscal year following the fifth anniversary

of the Initial Public Offering (or December 31, 2025);

(iii) the date on which DocGo issues more than $1.0 billion

in non-convertible debt during the preceding three-year period;

or (iv) the end of the fiscal year in which the market

value of the Common Stock held by non-affiliates exceeds $700 million as of the last business day of its most recently

completed second fiscal quarter.

there is no guarantee that the exemptions available under the JOBS Act will result in significant savings.

To the extent that

DocGo chooses not to use exemptions from various reporting requirements under the JOBS Act, it will incur additional compliance

costs, which may impact DocGo’s financial condition.

Related to DocGo’s Limited Operating History

limited operating history may make it difficult to evaluate its business, which may be unsuccessful.

has a limited operating history since its inception in 2015.

As such, there is limited information on which to base an evaluation

of its business and prospects.

DocGo’s operations are subject to all of the risks inherent in the establishment of a recently

formed business and its success may be limited by expenses, difficulties, inefficiencies, complications and delays, including

the need for additional financing, challenges with the successful commercialization of its services and its geographic expansion,

market and customer acceptance of its services and technologies, unexpected issues with federal or state regulatory authorities,

competition from larger operations, uncertain intellectual property protection, fluctuations in expenses and dependence on corporate

partners and collaborators.

Any failure to successfully address these and other risks and uncertainties commonly associated with

early stage companies could seriously harm DocGo’s business and prospects, and it may not succeed given the challenges it

faces in the markets in which it operates or may choose to expand in the future.

Additionally, the idea of providing healthcare

transportation services with significant reliance on a mobile platform is novel, the telehealth industry is nascent and still

evolving and there are no well-established companies offering the “last-mile” telehealth solutions that DocGo

offers, all of which carry its own unique risks, including market and consumer acceptance and adoption.

Any evaluation of DocGo’s

business and its prospects must be considered in light of these factors and the other risks and uncertainties frequently encountered

by companies in this early stage of development.

No assurance can be given that DocGo will successfully navigate these issues

or implement any of its growth strategies in a timely or effective manner, which would negatively impact DocGo’s business,

financial condition and results of operations.

of DocGo’s revenue, employee and operations growth has occurred during recent years, which has been partially driven by significant

COVID-related impacts.

For example, the Company estimates that COVID testing relating revenue for 2021 was approximately $110 million

Our ability to forecast our future operating results is limited and subject to a number of uncertainties, including our ability to predict

revenue and expense levels, and plan for and model future growth.

These uncertainties are exacerbated by the effects of the Covid-19 pandemic.

has a history of losses, expects its operating expenses to increase significantly in the foreseeable future and may not achieve

or sustain profitability.

to 2021, when DocGo recorded $19.2 million in net income, DocGo had experienced a net loss in each year since inception, including a net

loss of $14.8 million for the fiscal year ended December 31, 2020.

As of December 31, 2021, DocGo had an accumulated

deficit of $63.6 million.

While DocGo has been able to generate revenues and believes its business strategy provides for predictable

revenue streams in future periods, the business may not be able to increase revenues in future periods and may resume incurring net losses

for some time as it continues to grow.

It is difficult for DocGo to predict its future results of operations, and it expects its operating

expenses to increase significantly over the next several years as it continues to expand its operations and infrastructure, acquire

additional vehicles, hire additional personnel, make and integrate future acquisitions and invest in technology and research and development.

In addition to the costs to grow its business, DocGo also expects to incur significant additional legal, accounting and other expenses

as a newly public company.

If DocGo fails to increase its revenue to offset the increases in its operating expenses, DocGo may not achieve

or sustain profitability in the future.

DocGo is unable to effectively manage its growth, its financial performance and future prospects will be adversely affected.

DocGo’s inception in 2015, it has experienced rapid growth in the United States and more recently, internationally in the United Kingdom,

and it expects to continue to grow in the future.

For example, DocGo’s revenues have grown from $30.9 million in the year ended

December 31, 2017 to $318.7 million in the year ended December 31, 2021, and DocGo’s employee base has grown to more

than 2,900 in just over four years.

This growth has placed, and may continue to place, significant strain on DocGo’s management,

its operational and financial infrastructure and its controls and procedures, which may not be adequate to support this growth or sustain

further expansion in the future.

ability to effectively manage its growth has required and will continue to require it to expand and improve its operational and

financial infrastructure, including its controls and procedures, and to retain, attract, train, motivate and manage employees,

including qualified medical professionals, operations personnel and financial and accounting staff.

Additionally, DocGo has needed

to and will continue to need to integrate new technologies and acquisitions into its existing business and establish consistent

policies across regions and functions.

Achieving these goals has required DocGo to commit substantial financial, operational and

technical resources, and DocGo expects these demands to persist, and very likely may increase, as it continues to grow in the

expansion and increasing complexity of DocGo’s business has placed significant strain on its operations, personnel and systems

and further growth in the future could restrict DocGo’s ability to develop and improve its operational, financial and management

controls and enhance its reporting systems and procedures.

If DocGo is not able to expand its operations and attract, train and

retain additional qualified personnel in an efficient manner, DocGo’s operations and services will be adversely affected

and its customers may choose one or more of its competitors.

Additionally, DocGo’s failure to maintain or upgrade its technology

infrastructure effectively to support its growth or otherwise maintain its technological competitive advantage could result in

unanticipated system disruptions, slow response times, or an unsatisfactory customer experience.

An inability to maintain effective

management, financial and reporting systems, controls and procedures could adversely affect DocGo’s ability to provide timely

and accurate financial information or result in a misstatement of account balances or disclosures.

If DocGo is unable to effectively

manage its recent or future growth, its operations may suffer, which would adversely affect DocGo’s business, financial

condition and results of operations.

Related to Technology

business depends on numerous complex information systems and any failure to successfully maintain these systems could adversely

affect its business.

depends on complex, integrated information systems and standardized procedures for operational and financial information and its

billing operations.

DocGo may not have the necessary resources to enhance existing information systems or implement new systems

where necessary to handle its volume and changing needs.

For example, DocGo recently implemented new information systems and processes

in connection with internalizing its billing and collection functions, services that were historically provided by third parties,

and any failure of these systems could adversely affect DocGo’s ability to submit and collect claims in a timely manner

DocGo also uses the development and implementation of sophisticated and specialized technology such as its platform

to differentiate its services from its competitors and improve DocGo’s profitability.

may experience unanticipated delays, complications and expenses in implementing, integrating and operating its systems.

disruption can adversely affect DocGo’s ability to properly allocate resources and process billing information in a timely

manner, which could result in customer dissatisfaction and delayed cash flow.

While DocGo has disaster recovery systems and business

continuity plans in place, any disruptions in its disaster recovery systems or the failure of these systems to operate as expected

could, depending on the magnitude of the problem, limit DocGo’s capacity to effectively monitor and control its operations.

The failure to successfully implement and maintain operational, financial and billing information systems could have an adverse

effect on DocGo’s business, financial condition and results of operations.

dependence on the performance of its innovative platform and reliability of the Internet and similar infrastructures could adversely

affect its business.

technology platform is one of its primary competitive advantages and its business depends in significant part on the performance

and reliability of the Internet and other mobile infrastructures and communication systems to ensure access to and the functionality

of its platform.

Disruptions in Internet infrastructure or GPS signals or the failure of telecommunications network operators

to provide DocGo with the bandwidth it needs to operate its platform and provide its services, whether as a result of power outage,

telecommunications delay or failure, security breach or otherwise, could result in delays or interruptions and interfere with

the speed and availability of DocGo’s platform.

DocGo may also operate in jurisdictions that provide limited Internet connectivity,

particularly as it expands into more rural areas and internationally.

Internet access and access to a mobile device are frequently

provided by companies with significant market power that could take actions that degrade, disrupt or increase the cost to access

DocGo’s platform.

In addition, DocGo has no control over the costs of the services provided by national telecommunications

operators and if mobile Internet access fees or other charges to Internet users increase, consumer traffic may decrease.

failure in or disruptions to Internet or mobile device accessibility, even for a short period of time, could adversely affect

DocGo’s business, financial condition and results of operations.

platform is highly technical and its failure to operate effectively could adversely affect DocGo’s business.

business and its competitive advantage are dependent upon its ability to maintain operation and functionality of its platform, which is

a complex system composed of many interoperating components and incorporates both proprietary and open-source software.

The software and

other components used in the platform may now or in the future contain undetected errors, bugs, vulnerabilities or limitations, some of

which may only be discovered after the code has been released.

These types of errors, misconfigurations of its systems, and unintended

interactions between systems or other limitations could result in platform downtime impacting the availability of DocGo’s services.

In addition, updates or expansions to DocGo’s platform of the software it relies upon may inadvertently cause interruptions in the

availability or functionality of the technology.

DocGo also relies on co-located data centers for the operation of its platform and,

if one or more of these data centers fail, DocGo’s platform may not operate effectively or at all.

If sustained for more than a

brief period of time or repeated, these outages or other failures could, among other things, reduce the utility or attractiveness of DocGo’s

platform to users, expose DocGo to liability if a patient’s health is adversely affected, result in negative publicity or damage

DocGo’s reputation, cause DocGo to fail to comply with certain federal, state or foreign reporting obligations, and have a material

adverse effect on DocGo’s business, financial condition and results of operations.

relies on third-party mobile operating systems and application marketplaces to make its platform available and any failure to

effectively operate across these operating systems and within these marketplaces could adversely affect DocGo’s business.

of the most important features of DocGo’s platform is its broad interoperability with and availability on a range of devices,

operating systems and third-party applications, including iOS and Android and their respective application marketplaces.

DocGo does not have any control over these third-party operating systems and technologies or their respective marketplaces

and there can be no assurances that these third parties will maintain their current structures.

DocGo may also not be successful

in developing or maintaining relationships with key participants in the mobile industry and there is no certainty that one or

more will not change the fees to list DocGo’s platform for download.

Further, as new mobile devices and mobile platforms

are released, there is no guarantee that all mobile devices will continue to support DocGo’s platform or effectively roll

out any updates.

Any changes in these technologies, operating systems or marketplaces or the emergence of new alternatives that

degrade the functionality of DocGo’s platform, increase the cost of using DocGo’s platform or make DocGo’s platform

more difficult to access or otherwise unavailable could have a material adverse effect on DocGo’s business, financial condition

and results of operations.

reliance on third-party service providers could adversely affect its business.

success depends in part on its integrations and relationships with third-party service providers, particularly third-party providers

of technology related services.

DocGo also uses a combination of third-party cloud computing services and co-located data

centers in the United States and in the United Kingdom, including those of Amazon Web Services and Microsoft Azure,

over which DocGo has no control.

These third-party operations, services and co-located data centers may experience disruptions,

including break-ins, computer viruses, denial-of-service attacks and other misconduct and may be vulnerable to damage or

interruption from power loss, telecommunications failures, fires, floods, earthquakes and similar events.

DocGo’s systems

do not provide complete redundancy of data storage or processing, and as a result, the occurrence of these or other similar events,

a decision by the third-party service providers to cease providing a service or close a co-located data center without

adequate notice, or other unanticipated problems may result in DocGo’s inability to service data reliably or require it

to find an alternative or migrate its data to a new on-premises data center or cloud computing service.

Additionally, the

contracts pursuant to which the service is provided, including the co-located data center facility agreements, can be of

limited durations, and the third party generally has no obligation to renew their agreements with DocGo, whether on commercially

reasonable terms or at all.

These agreements can often be terminated on short notice.

DocGo may not be able to easily switch to

another service or cloud or data center provider in the event of any disruptions or interference to the services it uses, and

even if it does, other providers are subject to the same risks and may not be available on commercially reasonable terms or at

Any need to change a service provider or find a new cloud or data center could be time consuming and costly and may result

in the loss of data and significantly interrupt the functionality of DocGo’s platform and its ability to provide its services.

Further, any negative publicity related to any of DocGo’s third-party partners, including any publicity related to

quality standards or safety concerns, could similarly affect DocGo’s reputation and brand, and could potentially lead to

increased regulatory or litigation exposure.

Any of the foregoing risks related to DocGo’s reliance on third-party services

providers could have a material adverse effect on its business, financial condition and results of operations.

reliance on third-party software, including open-source software, could adversely affect its business.

success depends in part on its integrations and relationships with third-party software providers and expects that DocGo

will continue to do so in the future in connection with the development and expansion of DocGo’s offerings and technologies.

For example, DocGo’s use of Google Waze for the mapping and traffic function is critical to the functionality of its ShareLink

DocGo does not believe that an alternative mapping solution exists that can provide the scale and functionality that

DocGo requires to offer these features in all of the markets in which it operates or may expand.

DocGo also relies on third-party encryption

and authentication technologies licensed from third parties that are designed to securely transmit electronic medical records

and other personal patient information.

DocGo uses third-party software internally as well, including for communication purposes.

If these third parties cease to provide access to the software that DocGo uses, if it is not available on terms that DocGo believes

to be reasonable, or it is not available in the most current version, DocGo may be required to seek comparable software from other

sources, which may be more expensive or inferior, or may not be available at all.

Some of DocGo’s technology partners may

also take actions which disrupt the utility of the software to DocGo or the interoperability of DocGo’s platform with their

own products or services, or exert strong business influence on DocGo’s ability to and the terms on which it operates and

distributes its platform.

Additionally, third-party services and products are constantly evolving, and DocGo may not be able

to modify its operations or platform to assure its compatibility with that of other third parties following development changes.

DocGo’s third-party licenses are typically non-exclusive and its competitors may obtain the right to use any of

the technology covered by these licenses to compete directly with it.

If any of DocGo’s technology partners limits access

or modifies their products, standards or terms of use in a manner that degrades the functionality or performance of DocGo’s

platform, that is otherwise unsatisfactory or adverse to DocGo, or that gives preferential treatment to competitive products or

services, DocGo’s business, financial condition and results of operations could be adversely affected.

also uses third-party open-source software in connection with its business and the development and operation of its platform, which

carries its own unique risks.

From time to time, companies that use third-party open-source software have faced claims of ownership

or challenging the use of such open-source software and their compliance with the terms of the applicable open source license.

source licenses require end users who distribute or make available across a network software and services that include open source software

to make available all or part of such software, which in some circumstances could include valuable proprietary code, meaning DocGo’s

ability to protect its intellectual property rights in such software source code may be limited or lost entirely and DocGo would not

be able to prevent competitors or others from using the code and developing competing technologies.

While DocGo employs practices designed

to monitor its compliance with third-party open-source software licenses and to protect its valuable proprietary source code, DocGo

has not run a complete open-source license review and may inadvertently use third-party open source software in a manner that exposes

it to claims of non-compliance with the applicable license terms, including claims for infringement of intellectual property rights

or for breach of contract.

Furthermore, there is an increasing number of different types of open-source software licenses, most

of which have not been tested in a court of law, resulting in a significant absence of guidance regarding the proper legal interpretation

of these licenses.

If DocGo was to receive a claim of non-compliance with the terms of any of its open-source licenses, it may be

required to publicly release some or all of its proprietary source code or expend substantial time and resources to re-engineer some

or all of its software.

Use of open-source software may also present additional security risks because the public availability of such

software may make it easier for hackers and other third parties to determine how to compromise DocGo’s platform.

Any of the foregoing

or other risks related to the use of open-source software could have an adverse effect on DocGo’s business, financial condition

and results of operations.

breaches, loss of data and other disruptions could compromise sensitive business, customer or patient information or prevent DocGo

from accessing critical information and expose it to liability, which could adversely affect DocGo’s business.

is highly dependent on information technology networks and systems, including on-site systems, managed data center systems

and cloud-based computing center system, to securely process, transmit and store sensitive data and information, such as

protected health information (“PHI”) and other types of personal data or personally identifiable information (“PII”)

relating to its employees, customers, patients and other confidential or proprietary business information.

Computer malware, viruses,

spamming, and phishing attacks have become more prevalent, have occurred on DocGo’s systems in the past, and may occur on

DocGo’s systems in the future.

Various other factors may also cause system failures, including power outages, catastrophic

events, inadequate or ineffective redundancy, issues with upgrading or creating new systems or platforms, flaws in third-party software

or services, errors or intentional acts by DocGo’s employees or third-party service providers, or breaches in the security

of these systems or platforms.

These and other issues can create system disruptions, shutdowns or unauthorized access to or disclosure

or modifications of such sensitive data or information, including PHI or PII.

DocGo also utilizes third-party service

providers for important aspects of the collection, storage, processing and transmission of this sensitive information and therefore

is dependent on these third parties to similarly manage cybersecurity risks.

of the sensitivity of the PHI, other PII and other sensitive information DocGo and its service providers collect, store, transmit,

and otherwise process, the security of DocGo’s technology platform and other aspects of its services, including those provided

or facilitated by DocGo’s third-party service providers, are important to DocGo’s operations and business strategy.

DocGo takes certain administrative, physical and technological safeguards to address these risks, such as by requiring contractors

and other third-party service providers who handle this PHI, other PII and other sensitive information to enter into agreements

that contractually obligate them to use reasonable efforts to safeguard such PHI, other PII, and other sensitive information.

DocGo is also in the process of upgrading its systems to be ISO 27001 and Service Organization Controls (SOC) 2 compliant.

taken to protect DocGo’s systems, those of its contractors or third-party service providers, or the PHI, other PII,

or other sensitive information DocGo or contractors or third-party service providers process or maintain, may not adequately

protect DocGo from the risks associated with the collection, storage, processing and transmission of such sensitive data and information.

Additionally, updates or upgrades to systems, including those currently underway with respect to ISO 27001 and SOC 2 compliance,

are time-consuming and effective, may not operate as designed and could create new inefficiencies or vulnerabilities.

may also be required to expend significant capital and other resources to address problems caused by security breaches.

DocGo’s implementation of security measures, cyberattacks are becoming more sophisticated and frequent.

As a result, DocGo

or its third-party service providers may be unable to anticipate these techniques or to implement adequate protective measures.

If DocGo is unable to earn and maintain necessary certifications, including ISO 27001 and SOC 2 compliance, it could result in

reputational harm, customer churn and adversely affect DocGo’s ability to provide its services.

security breach or privacy violation that leads to disclosure or unauthorized use or modification of, or that prevents access

to or otherwise impacts the confidentiality, security, or integrity of, patient information, including PHI or other PII, or other

sensitive information DocGo or its contractors or third-party service providers maintain or otherwise process, could harm

DocGo’s reputation, compel it to comply with breach notification laws, cause it to incur significant costs for remediation,

fines, penalties, notification to individuals and for measures intended to repair or replace systems or technology and to prevent

future occurrences, potential increases in insurance premiums, and require DocGo to verify the accuracy of database contents,

resulting in increased costs or loss of revenue.

If DocGo is unable to prevent or mitigate such security breaches or privacy violations

or implement satisfactory remedial measures, or if it is perceived that DocGo has been unable to do so, its operations or the

functionality of its innovative technology could be disrupted, it may be unable to provide access to its systems, and it could

suffer a loss of customers, and it may as a result suffer loss of reputation, adverse impacts on customer, consumer and investor

confidence, financial loss, governmental investigations or other actions, regulatory or contractual penalties, and other claims

and liability.

In addition, security breaches and other inappropriate access to, or acquisition or processing of, information

can be difficult to detect, and any delay in identifying such incidents or in providing any notification of such incidents may

lead to increased harm.

such breach or interruption of DocGo’s systems or those of any of its third-party service providers could compromise

DocGo’s networks or data security processes and sensitive information could be made inaccessible or could be accessed by

unauthorized parties, publicly disclosed, lost or stolen.

Any such interruption in access, improper access, disclosure or other

loss of information could result in legal claims or proceedings, liability under laws and regulations that protect the privacy

of member information or other personal information, such as the Health Insurance Portability and Accountability Act of 1996,

as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (“HITECH”),

and their implementing regulations and related rules (collectively, “HIPAA”), and regulatory penalties.

See the section

of this Annual Report on Form 10-K statement/consent solicitation statement/prospectus titled “ Description of DocGo’s

Business — Regulatory Matters .” Unauthorized access, loss or dissemination could also disrupt DocGo’s

operations, including its ability to perform its services, access customer and patient health information, collect, process, and

prepare company financial information, and provide information about DocGo’s current and future services.

Any such breach

could also result in the compromise of DocGo’s trade secrets and other proprietary information, which could adversely affect

DocGo’s business and competitive position.

While DocGo maintains insurance covering certain security and privacy damages

and claim expenses, it may not carry insurance or maintain coverage sufficient to compensate for all liability and in any event,

insurance coverage would not address the reputational damage that could result from a security incident.

of the date of this filing, DocGo has not been impacted by any security breaches to its technology platform, including its on-site systems,

managed data center systems and cloud-based computing center system.

Risks Related to DocGo’s Business

depends on its key management personnel.

success depends to a significant degree upon the contributions of certain key management personnel including, but not limited to, its

founder Stan Vashovsky and the other officers listed in this Annual Report on Form 10-K.

If any of DocGo’s key management personnel

were to cease employment with it, DocGo’s operating results could suffer.

DocGo’s ability to retain its key management personnel

or to attract suitable replacements should any member(s) of its management team leave is dependent on the culture the leadership

team fosters and on the competitive nature of the employment market, particularly in a heavily regulated industry like that of DocGo.

DocGo does not have key management life insurance that would provide it with proceeds in the event of death or disability of any of its

key management personnel.

The loss of services from key management personnel or any inability to find a suitable replacement should there

be turnover at those positions could materially and adversely affect DocGo’s business, financial condition and results of operations.

inability to successfully recruit, train and retain qualified healthcare professionals could adversely affect its business.

pool of qualified healthcare professionals, including EMTs, paramedics, LPNs and nurses, available to staff DocGo’s broad

spectrum of contracts and customer needs is limited and DocGo invests significant resources to attract, train and retain these

professionals.

There is a relatively high rate of turnover in healthcare professional positions and, with DocGo’s expansion,

its requirements in these positions have increased significantly.

A significant number of employees have joined DocGo in recent years

as it has grown and DocGo’s success is dependent on its ability to maintain and instill its culture, align its talent with

its business needs, engage its employees and inspire them to be open to change, to innovate and to maintain a customer-driven focus

when delivering its services.

As such, DocGo’s ability to recruit, train and retain a sufficient number of qualified healthcare

professionals has a direct impact on its operations.

has, from time to time, experienced, and it expects to continue to experience, difficulty in hiring and retaining healthcare professionals

with appropriate qualifications, a difficulty that is amplified by the scope of the geographic and demographic diversity of the

markets in which DocGo operates or may expand into in the future.

Moreover, DocGo’s customers, including the healthcare

providers with which it partners, have increasingly demanded a greater degree of specialized skills, training and experience in

the healthcare professionals providing services under their contracts, which also decreases the number of healthcare professionals

who may be qualified to staff certain of DocGo’s contracts.

DocGo competes with other companies to recruit and retain these

qualified healthcare professionals, including DocGo’s direct competitors, government and private emergency and first responders

as well as healthcare providers, including DocGo’s partners and customers.

Competition to fill these positions can be even

greater in certain geographic regions, including more rural or economically depressed areas.

In addition, the COVID-19 pandemic

has significantly increased the demand for healthcare professionals in all regards, which makes it more difficult for DocGo to

attract and retain the necessary qualified professionals.

If DocGo is unable to attract, train and retain highly qualified healthcare

professions, or if turnover rates are higher than it anticipates, it could have an adverse effect on DocGo’s business, financial

condition and results of operations.

failure to protect or enforce its intellectual property rights could adversely affect its business.

success is dependent in part upon protecting its intellectual property rights and technology, including code, information, data,

processes and other forms of information, know-how and technology.

DocGo relies on a combination of patents, copyrights,

trademarks, service marks, trade secret laws and contractual restrictions to establish and protect its intellectual property.

DocGo also enters into confidentiality and invention assignment agreements with its employees and consultants and enters into

confidentiality agreements with certain of its third-party providers and strategic partners.

However, these and other steps

DocGo takes to protect its intellectual property may not be sufficient or effective.

intellectual property protections do not prevent competitors or others from independently developing technologies that are substantially

equivalent or superior to DocGo’s offerings.

Further, it may still be possible for competitors and other unauthorized third

parties to copy DocGo’s technology and use its proprietary information to create or enhance competing platforms, solutions

and services.

DocGo also enters into strategic relationships, joint development and other similar agreements with third parties

where intellectual property arising from such relationships may be jointly owned or may be transferred or licensed to the counterparty.

These arrangements may limit DocGo’s ability to protect, maintain, enforce or commercialize such intellectual property rights,

including requiring agreement with or payment to the joint development partners before protecting, maintaining, licensing or initiating

enforcement of such intellectual property rights, and may allow such joint development partners to register, maintain, enforce

or license such intellectual property rights in a manner that may affect the value of the jointly owned intellectual property

or DocGo’s ability to compete in the market.

As DocGo expands its international activities, its exposure to unauthorized

use, copying, transfer and disclosure of proprietary information will likely increase as the laws of some countries do not provide

the same level of intellectual property protection as do the laws of the United States and effective intellectual property

protections may not be available or may be limited and harder to enforce in some jurisdictions.

may be required to spend significant resources in order to monitor and protect its intellectual property rights, and some violations

may be difficult or impossible to detect.

And, even if DocGo does detect violations of its intellectual property rights, it may

need to engage in litigation or other actions to enforce its rights.

Any enforcement efforts, and litigation in particular, could

be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of DocGo’s

intellectual property.

DocGo’s efforts to enforce its intellectual property rights may also be met with defenses, counterclaims

and countersuits attacking the validity and enforceability of its intellectual property rights.

DocGo’s inability to protect

its proprietary technology against unauthorized copying or use, as well as any costly litigation or extensive enforcement activities,

could impair the functionality of DocGo’s platform, delay introductions of enhancements to the platform, result in DocGo’s

substituting inferior or more costly technologies into its platform, harm DocGo’s reputation or brand and otherwise have

a material adverse effect on its business, financial condition and results of operations.

by others that DocGo infringed their proprietary technology or other intellectual property rights could adversely affect DocGo’s

time to time third parties may assert claims of infringement of intellectual property rights against DocGo.

In addition, third

parties have sent DocGo correspondence regarding various allegations of intellectual property infringement.

DocGo incorporates

technology from third parties into its platform and, as such, cannot be certain that these licensors are not infringing the intellectual

property rights of others or that the suppliers and licensors have sufficient rights to the technology in all jurisdictions in

which DocGo may operate.

As DocGo gains an increasingly higher public profile, DocGo expects the possibility of these and other

types of intellectual property rights claims against it will grow.

Although DocGo believes that it has meritorious defenses, there

can be no assurance that DocGo will be successful in defending against these and future allegations or in reaching a business

resolution that is acceptable to DocGo.

potential litigants, including some of DocGo’s competitors and patent-holding companies, have the ability to dedicate

substantial resources to assert their intellectual property rights.

Any claim of infringement by a third party, even those without

merit, could be costly, time-consuming and a significant distraction to management.

Furthermore, because of the substantial

amount of discovery required in connection with intellectual property litigation, DocGo could risk compromising its confidential

information during this type of litigation.

With respect to any intellectual property rights claim, DocGo may have to negotiate

a license to continue operations found to be in violation of such rights, and these licenses may not be available on favorable

or commercially reasonable terms or at all.

DocGo may be required to pay substantial damages, royalties or other fees in connection

with a claimant securing a judgment against it, DocGo may be subject to an injunction or other restrictions that prevent it from

using the relevant intellectual property, or DocGo may determine it is prudent to agree to a settlement that restricts DocGo’s

operations or its use of certain intellectual property, any of which could adversely affect DocGo’s business, financial

condition and results of operations.

DocGo is unable to successfully develop new offerings and technologies or adapt to rapidly changing technology and industry standards

or changes to regulatory requirements, DocGo’s business could be adversely affected.

including the mobile technologies DocGo utilizes on its innovative platform, is characterized by rapid change, evolving industry

standards and changing regulatory requirements.

This constant evolution may reduce the utility or effectiveness of DocGo’s

technology or render its business model or platform noncompetitive or obsolete.

DocGo’s continued success and growth depend

in part upon its ability to anticipate these challenges and to innovate by enhancing its platform and other technologies and developing

and successfully implementing updates and new features to keep pace with these ever-changing and increasingly sophisticated

technology introductions and platform updates can be complex and expensive as they require significant planning, design, development

DocGo may find it difficult or costly to update its platform and its service offerings and to develop new services

quickly enough to work effectively with new or changed technologies, to keep the pace with evolving industry standards or to meet

customers’ needs.

In addition, DocGo’s industry may be slow to accept DocGo’s use of technology because of,

among other things, general unfamiliarity of healthcare providers with new technologies and the wide disparity of technology used

in the industry, including with respect to electronic medical records.

As a result, any new technologies or platform updates that

DocGo may develop may not be successful for a number of years, if at all.

If DocGo is unable to successfully develop new

services or enhance or update its platform and existing services to meet these challenges, its business, financial condition and

results of operations may be adversely affected.

marketing efforts to help grow its business, including its recent rebrand, may not be effective.

awareness of DocGo’s brand, innovative technology and services is important to its ability to grow its business and to attract

and retain customers, and these efforts can be costly.

DocGo believes that much of the growth in its business is in part attributable

to its marketing initiatives.

DocGo’s marketing initiatives may become increasingly expensive and generating a meaningful

return on those initiatives may be difficult.

Even if DocGo successfully increases revenue as a result of its paid marketing efforts,

it may not offset the additional marketing expenses it incurs.

Any factor that diminishes DocGo’s reputation or that of

its brands, including adverse publicity or failing to meet the expectations of customers, could make it substantially more difficult

for DocGo to attract new customers.

If these marketing efforts are not successful, DocGo’s business, financial condition

and results of operations could be adversely affected.

Additionally,

in January 2021, the company rolled-out a new corporate name — DocGo — while continuing to use

the Ambulnz brand for its healthcare transportation services.

This process carries additional risk and requires time and expense.

may lose customers if they do not respond favorably to the new brand or fail to recognize the new brand as a continuation of the same

business and platform.

DocGo may also lose potential new customers who may have been familiar with the company, but are not yet aware

The change may also impede the company’s ability to attract new qualified personnel if candidates do not recognize the

The rebranding will also increase costs.

Any unforeseen costs, lack of success or loss of current or potential new customers

related to the corporate name change could adversely affect DocGo’s business, financial condition and results of operations.

could be subject to lawsuits for which it does not have sufficient reserves.

providers and other participants in the healthcare industry have become subject to an increasing number of lawsuits alleging medical

malpractice and related legal theories such as negligent hiring, supervision and credentialing.

Similarly, healthcare transportation

services can result in lawsuits related to vehicle collisions and personal injuries, patient care incidents or mistreatment and

employee job-related injuries.

Moreover, in the normal course of DocGo’s business, it is involved in lawsuits, claims,

audits and investigations, including those arising out of its billing practices, employment disputes, contractual claims and other

business disputes for which DocGo may have no insurance coverage, and which are not subject to actuarial estimates.

Some of these

lawsuits may involve large claim amounts and substantial defense costs.

outcomes with respect to litigation or any of these legal proceedings may result in significant settlement costs or judgments,

penalties and fines, which may or may not be covered by DocGo’s existing insurance, or require DocGo to modify its services

or require it to stop serving certain customers or geographies, all of which could negatively impact its existing business and

its ability to grow.

DocGo may also become subject to periodic audits, which would likely increase its regulatory compliance costs

and may require it to change its business practices or the scope of its operations.

Managing legal proceedings, litigation and

audits, even if DocGo achieves favorable outcomes, is time-consuming and diverts management’s attention from DocGo’s day-to-day business.

The outcome of these matters or future claims and disputes are difficult to predict and determining reserves for pending litigation

and other legal, regulatory and audit matters requires significant judgment.

There can be no assurance that DocGo’s expectations

will prove correct, and even if these matters are resolved in its favor or without significant cash settlements, these matters,

and the time and resources necessary to litigate or resolve them, could have a material effect on DocGo’s results of operations

in the period when it identifies the matter, and could have a material adverse effect on DocGo’s business, financial condition

and results of operations.

DocGo is subject

to a variety of federal, state and local laws and regulatory regimes, including a variety of labor laws and regulations, and changes to

or the failure to comply with these laws and regulations could adversely affect DocGo’s business.

is subject to various federal, state, and local laws and regulations including the Employee Retirement Income Security Act of 1974

(“ERISA”) and regulations promulgated by the Internal Revenue Service (“IRS”), the U.S.

of Labor and the Occupational Safety and Health Administration.

DocGo is also subject to a variety of federal and state employment

and labor laws and regulations, including the Americans with Disabilities Act, the federal Fair Labor Standards Act, the Worker

Adjustment and Retraining Notification Act, and other regulations related to working conditions, wage-hour pay, overtime

pay, family leave, employee benefits, antidiscrimination, termination of employment, safety standards and other workplace regulations.

Compliance with these and other applicable laws and regulations can be time-consuming and costly.

Failure to properly adhere

to these and other applicable laws and regulations could result in investigations, the imposition of penalties or adverse legal

judgments by public or private plaintiffs.

Changes to these laws and regulations can also increase costs and require DocGo to

commit additional resources to compliance.

For example, raising the federal minimum wage or the minimum wage within a state where

DocGo has significant operations, which has been and continues to be a subject of ongoing discussions in Washington, D.C.

state capitals, could significantly increase DocGo’s selling, general and administrative expenses.

to or any failure to comply with applicable laws and regulations could have a material adverse effect on DocGo’s business,

financial condition and results of operations.

See also “ — Risks Related to Healthcare Regulation.

insurance coverage, including the reserves DocGo establishes with respect to its insurable losses, could adversely affect its

connection with DocGo’s insurance programs, management establishes reserves for losses and related expenses within its self-insured retention

limits, which represent estimates involving actuarial and statistical projections, at a given point in time, of DocGo’s

expectations of the ultimate resolution and administration costs of losses it has incurred in respect of its liability risks.

Insurance reserves inherently are subject to uncertainty.

DocGo’s reserves are based on historical claims, demographic factors,

industry trends, severity and exposure factors and other actuarial assumptions.

The actuarial projections include studies of projected

ultimate losses on an annual basis and provide quarterly updates to those projections.

DocGo uses these actuarial estimates to

determine appropriate reserves.

DocGo’s reserves could be significantly affected if current and future occurrences differ

from historical claim trends and expectations.

While DocGo monitors claims closely when it estimates reserves, the complexity

of the claims and the wide range of potential outcomes may hamper timely adjustments to the assumptions DocGo uses in these estimates.

Actual losses and related expenses may deviate, individually and in the aggregate, from the reserve estimates reflected in DocGo’s

consolidated financial statements.

If DocGo determines that its estimated reserves are inadequate, it will be required to increase

reserves at the time of the determination, which would reduce DocGo’s earnings in the period in which the deficiency is

determined and could have a material adverse effect on DocGo’s business, financial condition and results of operations.

of DocGo’s insurance coverage is through various third-party insurers.

To the extent DocGo holds policies to cover

certain groups of claims or relies on insurance coverage obtained by third parties to cover such claims, DocGo may still be responsible

This could occur for a variety of reasons, including if DocGo or such third parties did not obtain sufficient insurance

limits, did not buy an extended reporting period policy, where applicable, or the issuing insurance company is unable or unwilling

to pay such claims.

Furthermore, for DocGo’s losses that are insured or reinsured through commercial insurance companies,

it is subject to the “credit risk” of those insurance companies.

In addition, professional liability insurance is

expensive and insurance premiums may increase significantly in the future, particularly as DocGo expands the geographies in which

it does business.

As a result, adequate professional liability insurance may not be available to it in the future at acceptable

costs or at all.

While DocGo believes its commercial insurance company providers are creditworthy, there can be no assurance that

such insurance companies will remain so in the future, and any failure of DocGo’s insurance coverage to adequately cover

any losses could have a material adverse effect on DocGo’s business, financial condition and results of operations.

is required to make capital expenditures in order to remain compliant and competitive.

capital expenditure requirements primarily relate to maintaining, growing and upgrading its vehicle fleet and medical equipment

to serve its customers and remain competitive.

The aging of DocGo’s vehicle fleet requires it to make regular capital expenditures,

including to lease newer replacement vehicles, to maintain its current level of service.

DocGo’s net capital expenditures

totaled $4.7 million and $4.1 million in the years ended December 31, 2021 and 2020, respectively, representing

acquisitions of property and equipment, less the proceeds from disposals of property and equipment.

In addition, changing competitive

conditions or the emergence of any significant advances in medical technology could require DocGo to invest significant capital

in additional equipment or capacity in order to remain competitive.

DocGo is also required to commit sufficient capital to acquiring

the necessary infrastructure when it expands into new geographies.

If DocGo is unable to fund any such investment or otherwise

fail to invest in new vehicles, medical equipment or other infrastructure, its business, financial condition or results of operations

could be materially and adversely affected.

international operations subject it to additional risks that could adversely affect its business.

currently provides healthcare transportation services in the United Kingdom and intends to further expand its operations

and services internationally, which subjects DocGo to regulatory, economic, political and other events and uncertainties in these

foreign jurisdictions.

In addition to the risks discussed elsewhere herein that are common to DocGo’s operations more generally,

DocGo faces additional risks specific to its international operations, including but not limited to:

social, economic and financial instability, including wars, civil unrest, acts of terrorism and other conflicts;

● difficulties

and increased costs in developing, staffing and simultaneously managing a large number of varying foreign operations as a result of distance,

language and cultural differences;

● restrictions

and limitations on the transfer or repatriation of funds and fluctuations in currency exchange rates;

with varying legal and regulatory environments in multiple foreign jurisdictions, including privacy laws such as the E.U.

Data Protection Regulation;

and business practices that favor local competitors or prohibit foreign ownership of certain businesses;

for privatization and other confiscatory actions;

dynamics in international jurisdictions, any of which could result in substantial additional legal or compliance costs, liabilities or

obligations for DocGo or could require it to significantly modify its current business practices or even exit a given market.

operations bring increased complexity and the costs of managing or overseeing foreign operations, including adapting and localizing

services or systems to specific regions and countries, can be material.

Further, international operations carry inherent uncertainties

regarding the effect of local or domestic actions, such as the unpredictable impact of the United Kingdom’s exit from

the European Union (Brexit) and the uncertainty regarding how the agreements reached will operate, any of which could be material.

International operations also carry financial risks such as those related to fluctuations in foreign currency exchange rates and

disparate tax laws.

These and other risks related to DocGo’s existing or future foreign operations, or the associated costs

or liabilities, could have a material adverse effect on DocGo’s business, financial condition and results of operations.

business could be materially and adversely affected by natural disasters, other catastrophic events, acts of war or terrorism,

cybersecurity incidents, and/or other acts by third parties.

and its customers depend on the ability of its business to run smoothly, including the ability of its fleet of ambulances, which

are often needed in times of emergency, to transport patients.

Any material disruption caused by natural disasters, including,

fires, floods, hurricanes, volcanoes, and earthquakes;

power loss or shortages;

environmental disasters;

telecommunications or

business information systems failures;

acts of war or terrorism;

viral outbreaks and other similar epidemics;

cybersecurity incidents;

and other actions by third parties and other similar disruptions could cause DocGo to lose critical data and services and otherwise

adversely affect DocGo’s ability to conduct business.

Even with disaster recovery arrangements, DocGo’s services could

be interrupted and DocGo’s insurance coverage may not compensate it for losses that may occur in the wake of such events.

If any disruption results in the destruction of some or all of DocGo’s fleet, significant disruption to DocGo’s business,

contributes to a general decrease in local, regional or global economic activity or otherwise impairs DocGo’s ability to

meet customer demands, or if DocGo is not able to develop or execute on an adequate recovery plan in such circumstances, DocGo’s

business, financial condition and results of operations could be materially adversely affected.

ability to utilize its net operating loss carryforwards and certain other tax attributes may be limited.

of December 31, 2021 and 2020, DocGo had aggregate federal net operating loss carryforwards of approximately $56.6 million and $76.8 million,

respectively.

As of December 31, 2021 and 2020, the Company had state net operating loss carryforwards of approximately $67.2 million

and $99.4 million, respectively.

As of December 31, 2021 and 2020, DocGo had approximately $202,965 and $41,515, respectively, of

foreign net operating loss carryforwards.

The federal net operating loss carryforwards generated after December 31, 2017, of approximately

$62.2 million carry forward indefinitely, while the remaining federal net carryforwards of approximately $11.7 million begin to expire

State and foreign net operating loss carryforwards generated in the tax years from 2017 to 2020 will begin to expire, if

not utilized, by 2039.

DocGo’s unused losses generally carry forward to offset future taxable income, if any, until such unused

losses expire.

DocGo may be unable to use these losses to offset income before such unused losses expire.

However, U.S.

operating losses generated in 2019 and forward are not subject to expiration and, if not utilized by fiscal 2021, are only available to

offset 80% of taxable income each year due to changes in tax law attributable to the passage of Tax Cuts and Jobs Act.

In addition, if

our plan to redeem our Public Shares if we are unable to complete an initial business combination by October 19, 2022, is not

completed for any reason, compliance with Delaware law may require that we submit a plan of dissolution to our then-existing stockholders

for approval prior to the distribution of the proceeds held in our Trust Account.

In that case, public stockholders may be forced

to wait beyond 24 months from the closing of the public offering before they receive funds from our Trust Account.

circumstances will a public stockholder have any right or interest of any kind in the Trust Account.

Holders of warrants will

not have any right to the proceeds held in the Trust Account with respect to the warrants.

Accordingly, to liquidate their investment,

stockholders may be forced to sell their Public Shares or warrants, potentially at a loss.

we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer

rules, and if a stockholder or a “group”

of stockholders are deemed to hold in excess of 15% of our Class A common

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

we seek stockholder approval of our initial business combination 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), is restricted from seeking redemption rights

with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering without our prior consent, which

we refer to as the “Excess Shares.”

However, we will not restrict our stockholders’

ability to vote all of their

shares (including Excess Shares) for or against our initial business combination.

Our stockholders’

inability to redeem

their Excess Shares will reduce their influence over our ability to complete our initial business combination and stockholders

could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions.

Additionally, our

stockholders will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination.

And as a result, stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares,

would be required to sell their stock in open market transactions, potentially at a loss.

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 until October 19, 2022, we may be unable to complete our initial business combination,

in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and

our warrants will expire worthless.

believe the funds available to us outside of the Trust Account will be sufficient to allow us to operate until October 19, 2022;

however, there can be no assurance that our estimate is accurate.

Of the funds available to us, we could use a portion of the

funds available to us to pay fees to consultants to assist us with our search for a target business.

We could also use a portion

of the funds as a down payment or to fund a “no-shop”

provision (a provision in letters of intent or merger agreements

designed to keep target businesses from “shopping”

around for transactions with other companies or investors on terms

more favorable to such target businesses) with respect to a particular proposed initial business combination, although we do not

have any current intention to do so.

If we entered into a letter of intent or merger agreement where we paid for the right to

receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach

or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target

If we are required to seek additional capital, we would need to borrow funds from our Sponsor, management team or other

third parties to operate or may be forced to liquidate.

None of our Sponsor, members of our management team nor any of their affiliates

is under any obligation to advance funds to us in such circumstances.

Any such advances would be repaid only from funds held outside

the Trust Account or from funds released to us upon completion of our initial business combination.

Except as may be precluded

by the terms of a business combination definitive agreement, up to $1,500,000 of such loans may be convertible into private placement-equivalent

warrants at a price of $1.50 per warrant at the option of the lender.

Prior to the completion of our initial business combination,

we do not expect to seek advances or loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe

third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our

Trust Account.

If we are unable to obtain these loans, we may be unable to complete our initial business combination.

unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share on

the liquidation of our Trust Account and our warrants will expire worthless.

In certain circumstances, our public stockholders

may receive less than $10.00 per share upon our liquidation.

See “If third parties bring claims against us, the proceeds

held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00

per share”

and other risk factors below.

Relating to the Post-Business Combination Company

to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and

impairment or other charges that could have a significant negative effect on our financial condition, results of operations and

our stock price, and which could cause stockholders to lose some or all of their investment.

if we conduct extensive due diligence on a target business with which we combine, there can be no assurance that this diligence

will identify all material issues that may be present within a particular target business, that it would be possible to uncover

all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of

our control will not later arise.

As a result of these factors, we may be forced to later write-down or write-off assets, restructure

our operations or incur impairment or other charges that could result in our reporting losses.

Even if our due diligence successfully

identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with

our preliminary risk analysis.

Even though these charges may be non-cash items and not have an immediate impact on our liquidity,

the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities.

addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of

assuming pre- existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the initial

business combination or thereafter.

Accordingly, any stockholders who choose to remain stockholders following the initial business

combination could suffer a reduction in the value of their shares.

Such stockholders are unlikely to have a remedy for such reduction

may seek business combination opportunities with an early stage company, a private company, a financially unstable business or

an entity lacking an established record of revenue, cash flow or earnings, which could subject us to volatile revenues, cash flows

or earnings or difficulty in retaining key personnel.

the extent we complete our initial business combination with an early stage company, a financially unstable business or an entity

lacking an established record of revenues or earnings, we may be affected by numerous risks inherent in the operations of the

business with which we combine.

These risks include investing in a business without a proven business model or with limited historic

financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel.

Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be

able to properly ascertain or assess all of the relevant risk factors and we may not have adequate time to complete due diligence.

Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that

those risks will adversely impact a target business.

We may also seek to complete our initial business combination with a privately

held company.

Very little public information generally exists about private companies, and we could be required to make our decision

on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business

combination with a company that is not as profitable as we suspected, if at all.

ability to successfully complete our initial business combination and to be successful thereafter will be totally dependent upon

the efforts of members of our management team, some of whom may join us following our initial business combination.

such people could negatively impact the operations and profitability of our post-combination business.

ability to successfully complete our business combination is dependent upon the efforts of members of our management team.

role of members of our management team in the target business, however, cannot presently be ascertained.

Although some members

of our management team may remain with the target business in senior management or advisory positions following our initial business

combination, it is likely that some or all of the management of the target business will remain in place.

While we intend to closely

scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these

individuals will prove to be correct.

These individuals may be unfamiliar with the requirements of operating a company regulated

by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

addition, the officers and directors of an acquisition candidate may resign upon completion of our initial business combination.

The departure of a target business’s key personnel could negatively impact the operations and profitability of our post-combination

The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot

be ascertained at this time.

Although we contemplate that certain members of an acquisition candidate’s management team

will remain associated with the acquisition candidate following our initial business combination, it is possible that members

of the management of an acquisition candidate will not wish to remain in place.

The loss of key personnel could negatively impact

the operations and profitability of our post-combination business.

are dependent upon our officers and directors and their departure could adversely affect our ability to operate.

operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors.

that our success depends on the continued service of our executive officers and directors, at least until we have completed our

initial business combination.

In addition, our officers and directors are not required to commit any specified amount of time

to our affairs and, accordingly, will have conflicts of interest in allocating management time among various their business activities,

including identifying potential business combinations and monitoring the related due diligence, negotiations and other activities.

We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers.

The unexpected

loss of the services of one or more of our directors or officers could have a detrimental effect on us.

may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial

business combination with a target business whose management may not have the skills, qualifications or abilities to manage a

public company, which could, in turn, negatively impact the value of our stockholders’

investment in us.

evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess

the target business’s management may be limited due to a lack of time, resources or information.

Our assessment of the capabilities

of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications

or abilities we suspected.

Should the target’s management not possess the skills, qualifications or abilities necessary

to manage a public company, the operations and profitability of the post-combination business may be negatively impacted.

any stockholders who choose to remain stockholders following the initial business combination could suffer a reduction in the

value of their shares.

Such stockholders are unlikely to have a remedy for such reduction in value.

the officers and directors of an acquisition candidate may resign upon completion of our initial business combination.

The departure

of a target business’s key personnel could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained

at this time.

Although we contemplate that certain members of an acquisition candidate’s management team will remain associated

with the acquisition candidate following our initial business combination, it is possible that members of the management of an

acquisition candidate will not wish to remain in place.

we consummate our initial business combination with a company with locations, operations or opportunities outside of the United

States, we would be subject to a variety of additional risks that may negatively impact our operations.

we consummate our initial business combination with a company with locations, operations or opportunities outside of the United

States, we would be subject to any special considerations or risks associated with companies operating in an international setting,

including any of the following:

costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal

requirements of overseas markets;

and regulations regarding currency redemption;

corporate withholding taxes on individuals;

governing the manner in which future business combinations may be effected;

and trade barriers;

● regulations

related to customs and import/export matters;

payment cycles and challenges in collecting accounts receivable;

issues, such as tax law changes and variations in tax laws as compared to the United States;

fluctuations and exchange controls;

of inflation;

and language differences;

strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars;

● deterioration

of political relations with the United States;

appropriations of assets.

may not be able to adequately address these additional risks.

If we were unable to do so, our operations might suffer, which may

adversely impact our results of operations and financial condition.

may face risks related to businesses in the transportation software and technology industry.

combinations with businesses in the transportation software and technology industry entail special considerations and risks.

we are successful in completing a business combination with such a target business, we may be subject to, and possibly adversely

affected by, the following risks:

we do not develop successful new products or improve existing ones, our business will suffer;

may invest in new lines of business that could fail to attract or retain users or generate revenue;

will face significant competition and if we are not able to maintain or improve our market share, our business could suffer;

loss of one or more members of our management team, or our failure to attract and retain other highly qualified personnel in the

future, could seriously harm our business;

our security is compromised or if our platform is subjected to attacks that frustrate or thwart our users’

ability to access

our products and services, our users, advertisers, and partners may cut back on or stop using our products and services altogether,

which could seriously harm our business;

malware, viruses, hacking and phishing attacks, spamming, and improper or illegal use of our products could seriously harm our

business and reputation;

we are unable to successfully grow our user base and further monetize our products, our business will suffer;

we are unable to protect our intellectual property, the value of our brand and other intangible assets may be diminished, and

our business may be seriously harmed;

may be subject to regulatory investigations and proceedings in the future, which could cause us to incur substantial costs or

require us to change our business practices in a way that could seriously harm our business;

used in our products may fail as a result of a manufacturing, design, or other defect over which we have no control, and render

our devices inoperable;

inability to manage rapid change, increasing consumer expectations and growth;

inability to build strong brand identity and improve subscriber or customer satisfaction and loyalty;

inability to deal with our subscribers’

or customers’

privacy concerns;

inability to license or enforce intellectual property rights on which our business may depend;

inability by us, or a refusal by third parties, to license content to us upon acceptable terms;

liability for negligence, copyright, or trademark infringement or other claims based on the nature and content of materials that

we may distribute;

or failure of our networks, systems or technology as a result of misappropriation of data or other malfeasance, as well as outages,

natural disasters, terrorist attacks, accidental releases of information or similar events.

of the foregoing could have an adverse impact on our operations following a business combination.

However, our efforts in identifying

prospective target businesses will not be limited to the transportation software and technology industry.

Accordingly, if we acquire

a target business in another industry, these risks we will be subject to risks attendant with the specific industry in which we

operate or target business which we acquire, which may or may not be different than those risks listed above.

management may not be able to maintain control of a target business after our initial business combination.

We cannot provide

assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities

necessary to profitably operate such business.

may structure our initial business combination so that the post-transaction company in which our public stockholders own or acquire

shares will own less than 100% of the outstanding equity interests or assets of a target business, but we will only complete such

business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the

target or otherwise acquires a controlling interest in the target business sufficient for the post-transaction company not to

be required to register as an investment company under the Investment Company Act.

Even if the post-transaction company owns or

acquires 50% or more of the outstanding voting securities of the target, our stockholders prior to our initial business combination

may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target

and us in our initial business combination.

For example, we could pursue a transaction in which we issue a substantial number

of new shares of common stock in exchange for all of the outstanding capital stock of a target, or issue a substantial number

of new shares to third-parties in connection with financing our initial business combination.

In such cases, we would acquire

a 100% interest in the target.

However, as a result of the issuance of a substantial number of new shares of common stock, our

stockholders immediately prior to such transaction could own less than a majority of our outstanding shares of common stock subsequent

to such transaction.

In addition, other minority stockholders may subsequently combine their holdings resulting in a single person

or group obtaining a larger share of the company’s stock than we initially acquired.

Accordingly, this may make it more

likely that our management will not be able to maintain our control of the target business.

We cannot provide assurance that,

upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably

operate such business.

do not have a specified maximum redemption threshold.

The absence of such a redemption threshold may make it possible for us to

complete an initial business combination with which a substantial majority of our stockholders do not agree.

certificate of incorporation will not provide a specified maximum redemption threshold, except that we will only redeem our Public

Shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon

consummation of our initial business combination (such that we do not then become subject to the SEC’s “penny stock”

As a result, we may be able to complete our initial business combination even though a substantial majority of our public

stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our initial

business combination and do not conduct redemptions in connection with our business combination pursuant to the tender offer rules,

have entered into privately negotiated agreements to sell their shares to our officers, directors or their affiliates.

event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly

submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination

exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all shares

of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an

alternate business combination.

Relating to Potential Conflicts of Interest of our Management, Directors, and Others

officers and directors may allocate their time to other businesses, thereby causing conflicts of interest in their determination

as to how much time to devote to our affairs.

This conflict of interest could have a negative impact on our ability to complete

our initial business combination.

of our officers or directors is required to commit his or her full time to our affairs, which may result in a conflict of interest

in allocating their time between our operations and our search for a business combination and their other businesses, including

other business endeavors for which he or she may be entitled to substantial compensation.

We do not intend to have any full-time

employees prior to the completion of our initial business combination.

Our independent directors also serve as officers or board

members for other entities.

If our officers’

and directors’

other business affairs require them to devote substantial

amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our

affairs, which may have a negative impact on our ability to complete our initial business combination.

of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business

activities similar to those intended to be conducted by us (and they may also become an officer or director of any other special

purpose acquisition company) and, accordingly, may have conflicts of interest in allocating their time and determining to which

entity a particular business opportunity should be presented.

we complete our initial business combination, we intend to engage in the business of identifying and combining with one or more

businesses or entities.

Our officers and directors are, and may in the future become, affiliated with entities (such as operating

companies or investment vehicles) that are engaged in a similar business, although our officers may not become an officer or director

of any other special purpose acquisition company which has publicly filed a registration statement with the SEC until we have

entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business

combination within 24 months after the closing of our Initial Public Offering.

Our officers and directors also may become aware

of business opportunities which may be appropriate for presentation to us and the other entities in the future to which they owe

certain fiduciary or contractual duties.

Accordingly, they may have conflicts of interest in determining to which entity a particular

business opportunity should be presented.

These conflicts may not be resolved in our favor and a potential target business may

be presented to another entity prior to its presentation to us.

officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with

our interests.

have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct

or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which

we are a party or have an interest.

In fact we may enter into a business combination with a target business that is affiliated

with our officers, directors or their affiliates although we do not currently intend to do so.

We do not have a policy that expressly

prohibits any such persons from engaging for their own account in business activities of the types conducted by us.

such persons or entities may have a conflict between their interests and ours.

our agreement that, in the event we seek to complete our initial business combination with a company business that is affiliated

with our officers, directors or their affiliates, we, or a committee of independent directors, will obtain an opinion from an

independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial business

combination is fair to us from a financial point of view, potential conflicts of interest still may exist.

As a result, the terms

of the business combination may not be as advantageous to our company and our public stockholders as they would be absent any

conflicts of interest.

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 combination.

of December 31, 2020, our Sponsor owned 100% of the 2,875,000 issued and outstanding Founder Shares.

The number of Founder Shares

issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares after the

Initial Public Offering.

The Founder Shares will be worthless if we do not complete an initial business combination.

our Sponsor purchased an aggregate of 2,533,333 Private Placement Warrants at $1.50 per warrants for a total purchase price of

Each Private Placement Warrant is exercisable for one share of our Class A common stock at $11.50 per share, and will

be deemed worthless if we do not complete an initial business combination.

Holders of Founder Shares have agreed (i) to vote any

shares owned by them in favor of any proposed initial business combination and not to redeem any Founder Shares in connection

with a stockholder vote to approve a proposed initial business combination.

In addition, we may obtain loans from our Sponsor,

affiliates of our Sponsor or an officer or director.

The personal and financial interests of our officers and directors may influence

their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing

the operation of the business following the initial business combination.

This risk may become more acute as the deadline for

completing our initial business combination nears.

of our management team may negotiate employment or consulting agreements with a target business in connection with a particular

business combination.

These agreements may provide for them to receive compensation following our business combination and as

a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

of our management team may be able to remain with the company after the completion of our initial business combination only if

they are able to negotiate employment or consulting agreements in connection with the business combination.

Such negotiations

would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive

compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the

business combination.

The personal and financial interests of such individuals may influence their motivation in identifying and

selecting a target business.

However, we believe the ability of such individuals to remain with us after the completion of our

initial business combination will not be the determining factor in our decision as to whether or not we will proceed with any

potential business combination.

There is no certainty, however, that any members of our management team will remain with us after

the completion of our initial business combination.

We cannot assure you that any members of our management team will remain in

senior management or advisory positions with us.

The determination as to whether any members of our management team will remain

with us will be made at the time of our initial business combination.

Related to our Securities

have not registered the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any

state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus

precluding such investor from being able to exercise its warrants except on a cashless basis.

If the issuance of the shares upon

exercise of warrants is not registered, qualified or exempt from registration or qualification, the holder of such warrant will

not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

have not yet registered the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or

any state securities laws.

However, under the terms of the warrant agreement, we have agreed that as soon as practicable, but

in no event later than 15 business days after the closing of our initial business combination, we will use our reasonable best

efforts to file, and within 60 business days following our initial business combination to have declared effective, a registration

statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants.

our reasonable best efforts to maintain the effectiveness of such registration statement and a current prospectus relating to

those shares of Class A common stock until the warrants expire or are redeemed.

We cannot assure you that we will be able

to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration

statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or

correct or the SEC issues a stop order.

If the shares issuable upon exercise of the warrants are not registered under the Securities

Act, we will be required to permit holders to exercise their warrants on a cashless basis.

However, no warrant will be exercisable

for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants,

unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the

exercising holder, or an exemption from registration is available.

Notwithstanding the above, if our Class A common stock

is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition

of a “covered security”

under Section 18(b)(1) of the Securities Act, we may, at our option, require holders

of Public Warrants who exercise their warrants to do so on a “cashless basis”

in accordance with Section 3(a)(9)

of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement,

but we will be required to use our best efforts to register or qualify the shares under applicable blue sky laws to the extent

an exemption is not available.

In no event will we be required to net cash settle any warrant.

If the issuance of the shares upon

exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant

shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

In such event, holders

who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of

Class A common stock included in the units.

There may be a circumstance where an exemption from registration exists for holders

of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the

Public Warrants included as part of units sold in our Initial Public Offering.

In such an instance, the initial purchasers and

their permitted transferees (which may include our directors and executive officers) would be able to exercise their warrants

and sell the common stock underlying their warrants while holders of our Public Warrants would not be able to exercise their warrants

and sell the underlying common stock.

If and when the warrants become redeemable by us, we may exercise our redemption right even

if we are unable to register or qualify the underlying shares of Class A common stock for sale under all applicable state

securities laws.

As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise

their warrants.

may amend the terms of the warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders

of at least 50% of the then outstanding Public Warrants.

As a result, the exercise price of public stockholders’

could be increased, the exercise period could be shortened and the number of shares of our Class A common stock purchasable upon

exercise of a warrant could be decreased, all without public stockholders’

warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant

agent, and us.

The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder

to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then

outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of Public Warrants.

Accordingly, we may amend the terms of the Public Warrants in a manner adverse to a holder of Public Warrants if holders of at

least 50% of the then outstanding Public Warrants approve of such amendment.

Although our ability to amend the terms of the Public

Warrants with the consent of at least 50% of the then outstanding Public Warrants is unlimited, examples of such amendments could

be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock, shorten

the exercise period or decrease the number of shares of our Class A common stock purchasable upon exercise of a warrant.

may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to stockholders, thereby making their

warrants worthless.

have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a

price of  

$0.01 per warrant;

provided that the reported closing price of our Class A common stock equals or exceeds

$18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading

days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption

to the warrant holders and provided certain other conditions are met.

If and when the warrants become redeemable by us, we may

not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration

or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification.

our best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those

states in which the warrants were initially offered by us in our Initial Public Offering.

Redemption of the outstanding warrants

could force stockholders (i) to exercise their warrants and pay the exercise price therefor at a time when it may be disadvantageous

to do so, (ii) to sell their warrants at the then-current market price when they might otherwise wish to hold their warrants or

(iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely

to be substantially less than the market value of their warrants.

None of the private placement warrants will be redeemable by

us so long as they are held by the Sponsor or its permitted transferees.

addition, unlike many other similarly structured blank check companies, we have the ability to redeem outstanding warrants 90 days

after they become exercisable for $0.10 per warrant upon a minimum of 30 days’

prior written notice of redemption provided

that holders will be able to exercise their warrants prior to redemption for a number of Class A common stock determined

based on the redemption date and the fair market value of our Class A common stock and provided certain other conditions

We would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure

to remove the warrants and pay fair market value to the warrant holders.

Any such redemption may have similar consequences to

the redemption described in the above paragraph.

In addition, such redemption may occur at a time when the warrants are “out-of-the-money,”

in which case you would lose any potential embedded value from a subsequent increase in the value of the Class A common stock

had your warrants remained outstanding.

Finally, this redemption feature provides a ceiling to the value of your warrants since

it locks in the redemption price in the number of Class A common stock to be received if we choose to redeem the warrants

for common stock.

This redemption feature may cause our warrants to be worth less than other blank check companies which do not

have this feature.

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.

securities are listed on Nasdaq.

There can be no assurance that our securities will continue to be listed on Nasdaq in the future

or prior to our initial business combination.

In order to continue listing our securities on Nasdaq prior to our initial business

combination, we must maintain certain financial, distribution and stock price levels.

Generally, following our Initial Public

Offering, we must maintain a minimum amount in stockholders’

equity (generally $2,500,000) and a minimum number of holders

of our securities (generally 300 public holders).

Additionally, in connection with our initial business combination, we will be

required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s

continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq.

For instance, our stock

price would generally be required to be at least $4.00 per share, our stockholders’

equity would generally be required to

be at least $4.0 million, we would be required to have a minimum of 300 round lot holders of our securities and we would be required

to have a market value of listed securities of 

$50.0 million There can be no assurance that we will be able to meet those

initial listing requirements at that time.

Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities

exchange, we expect our securities could be quoted on an over-the-counter market.

If this were to occur, we could face significant

material adverse consequences, including:

a corporation undergoes an “ownership change” — generally defined as a greater than 50% cumulative change

in the equity ownership of certain shareholders over a rolling three-year period — under Section 382 of the

Internal Revenue Code, DocGo’s ability to use its pre-change net operating loss carryforwards and other pre-change tax

attributes to offset future taxable income or taxes may be limited.

Although the Merger did not constitute such an ownership change, DocGo

may experience ownership changes in the future as a result of changes in its stock ownership, some of which may not be within DocGo’s

control, which could materially reduce or eliminate DocGo’s ability to use these losses or tax attributes to offset future taxable

income or tax and have an adverse effect on its business, financial condition and results of operations.

in tax laws or unanticipated tax liabilities could adversely affect DocGo’s effective income tax rate and profitability.

is subject to income taxes in the United States (federal and state) and various foreign jurisdictions.

DocGo’s effective

income tax rate could be adversely affected in the future by a number of factors, including changes in the valuation of deferred

tax assets and liabilities, changes in tax laws and regulations or their interpretations and application, and the outcome of income

tax audits in various jurisdictions around the world.

In particular, the Biden administration has proposed increases to the U.S.

income tax rate from 21% to 28% and made other proposals.

If any of these (or similar) proposals are ultimately enacted into law,

in whole or in part, they could have a negative impact on our effective tax rate.

We cannot predict the likelihood, timing or

substance of U.S.

tax proposals and will continue to monitor the progress of such proposals, as well as other global tax

reform initiatives.

in accounting rules, assumptions or judgments could materially and adversely affect DocGo.

rules and interpretations for certain aspects of DocGo’s financial reporting are highly complex and involve significant assumptions

and judgment.

These complexities could lead to a delay in the preparation and dissemination of DocGo’s financial statements.

changes in accounting rules and interpretations or in DocGo’s accounting assumptions or judgments, such as asset impairments and

contingencies, are likely to significantly impact its financial statements.

In some cases, DocGo could be required to apply a new or revised

standard retroactively, resulting in restating financial statements from prior period(s).

Any of these circumstances could have a material

adverse effect on DocGo’s business, financial condition and results of operations.

For additional information, see the financial

statements of DocGo and related footnotes included elsewhere in this Annual Report on Form 10-K.

internal control over financial reporting may not be effective and its independent registered public accounting firm may not be

able to certify as to their effectiveness, which could adversely affect DocGo’s business.

a public company, DocGo is required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act,

which require management to certify financial and other information in its quarterly and annual reports and provide an annual

management report on the effectiveness of internal control over financial reporting.

DocGo is an emerging growth company and,

as such, its independent registered public accounting firm will not be required to formally attest to the effectiveness of its

internal control over financial reporting pursuant to Section 404 until the date DocGo is no longer an emerging growth company.

At such time, DocGo’s independent registered public accounting firm may issue a report that is adverse in the event that

it is not satisfied with the level at which DocGo’s controls are documented, designed or operating.

comply with the requirements of being a public company, DocGo may need to undertake various actions, such as implementing additional

internal controls and procedures and hiring additional accounting or internal audit staff.

Testing and maintaining internal controls

can divert management’s attention from other matters that are important to the operation of DocGo’s business.

identifies material weaknesses in its internal control over financial reporting or is unable to comply with the requirements of

Section 404 or assert that its internal control over financial reporting is effective, or if DocGo’s independent registered

public accounting firm is unable to express an opinion as to the effectiveness of its internal control over financial reporting

when such disclosure is required, investors may lose confidence in the accuracy and completeness of DocGo’s financial reports

and the market price of its common stock could be negatively affected, and DocGo could become subject to investigations by the

SEC or other regulatory authorities, any of which could have an adverse effect on DocGo’s business, financial condition

and results of operations.

identified material weaknesses in Motion’s internal control over financial reporting with respect to Motion’s previously

issued financial statements.

These material weaknesses could continue to adversely affect our ability to report our results of

operations and financial condition accurately and in a timely manner.

is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in

accordance with GAAP.

Management also evaluates the effectiveness of the Company’s internal controls and we will disclose

any changes and material weaknesses identified through such evaluation in those internal controls.

A material weakness is a deficiency,

or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that

a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

to the Closing, Motion identified a material weakness in Motion’s internal control over financial reporting related to the

classification of the Warrants as equity instead of liabilities.

On May 10, 2021, the audit committee of Motion and management

concluded that Motion’s internal control over financial reporting was not effective as of December 31, 2020, and, accordingly,

the audit committee of Motion authorized management to restate Motion’s audited financial statements for the year ended

December 31, 2020, where Motion concluded that the control deficiency that resulted in the incorrect classification of Warrants

constituted a material weakness as of December 31, 2020, resulting in the filing of Amendment No.

1 to Motion’s Annual

Report on Form 10-K/A, filed with the SEC on May 28, 2021.

This material weakness resulted in a material misstatement of

Warrant liabilities, change in fair value of Warrant liabilities, additional paid-in capital, accumulated deficit and related

financial disclosures as of and for the period from August 11 (inception) through December 31, 2020, as of September 30,

2020, for the three months ended September 30, 2020, and the period from August 11, 2020 (inception) through September 30,

to filing of Amendment No.

1 to Motion’s Annual Report on Form 10-K/A, based on SEC guidance, we identified a material weakness

in Motion’s internal control over financial reporting related to the Motion’s application of ASC 480-10-S99-3A to

its accounting classification of the Motion Class A Common Stock.

On November 22, 2021, our audit committee and management

concluded that Motion’s internal control over financial reporting was not effective as of December 31, 2020, and, accordingly,

our audit committee authorized management to restate Motion’s audited financial statements for the year ended December 31,

2020, where we concluded that the control deficiency that resulted in the incorrect classification of Motion Class A Common Stock

constituted a material weakness as of December 31, 2020, resulting in the filing of Amendment No.

2 to Motion’s Annual

Report on Form 10-K/A, filed with the SEC on November 23, 2021.

Historically, a portion of the Public Shares was classified

as permanent equity to maintain stockholders’ equity greater than $5 million on the basis that Motion would not redeem

its Motion Class A Common Stock in an amount that would cause its net tangible assets to be less than $5,000,001, as described

in the amended and restated certificate of incorporation of Motion.

Pursuant to the Company’s re-evaluation of Motion’s

application of ASC 480-10-S99-3A to its accounting classification of the Motion Class A Common Stock, the Company’s

management has determined that the Motion Class A Common Stock include certain provisions that require classification of all of

the Motion Class A Common Stock as temporary equity regardless of the net tangible assets redemption limitation contained in the

amended and restated certificate of incorporation of Motion.

For a discussion of management’s consideration of the material

weakness identified related to the Company’s application of ASC 480-10-S99-3A to its accounting classification of the

Public Share, see “Note 2” to Motion’s financial statements included in this prospectus.

have implemented a remediation plan to remediate these material weakness surrounding Motion’s historical presentation of

our Warrants and Motion Class A Common Stock but can give no assurance that the measures we have taken will prevent any future

material weaknesses or deficiencies in internal control over financial reporting.

Even though we have strengthened controls and

procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or

to facilitate the fair presentation of our financial statements.

may face litigation and other risks as a result of the material weakness in Motion’s internal control over financial reporting.

a result of such material weakness, the restatements, the change in accounting for the Warrants, the change in the classification

of all of the Motion Class A Common Stock as temporary equity, and other matters raised or that may in the future be raised by

the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state

securities laws, contractual claims or other claims arising from the restatement and material weaknesses in our internal control

over financial reporting and the preparation of our financial statements.

As of the date of this prospectus, we have no knowledge

of any such litigation or dispute.

However, we can provide no assurance that such litigation or dispute will not arise in the

Any such litigation or dispute, whether successful or not, could have a material adverse effect on the Company’s

business, results of operations and financial condition.

Related to Healthcare Regulation

conducts business in a heavily regulated industry and any failure to comply with these laws and government regulations could require

DocGo to make significant changes to its operations and could have a material adverse effect on its business, financial condition,

and results of operations.

healthcare industry is heavily regulated and closely scrutinized by federal and state governments.

Comprehensive statutes

and regulations govern the manner in which DocGo provides and bills for its services and collects reimbursement from governmental

programs and private payors, its relationship with its providers, vendors and clients, its marketing activities and other aspects

of its operations.

Of particular importance are:

federal False Claims Act that imposes civil and criminal liability on individuals or entities that knowingly submit false or fraudulent

claims for payment to the government or knowingly making, or causing to be made, a false statement in order to have a false claim paid,

including qui tam or whistleblower suits;

federal Civil Monetary Penalties Law prohibits, among other things, the offering or transfer of remuneration to a Medicare or state healthcare

program beneficiary if the person knows or should know it is likely to influence the beneficiary’s selection of a particular provider,

practitioner or supplier of services reimbursable by Medicare or a state healthcare program, unless an exception applies;

● reassignment

of payment rules that prohibit certain types of billing and collection practices in connection with claims payable by the Medicare or

Medicaid programs;

provision of the Social Security Act that imposes criminal penalties on healthcare providers who fail to disclose or refund known overpayments;

and state laws that prohibit providers from billing and receiving payment from Medicare and Medicaid for services unless the services

are medically necessary, adequately and accurately documented, and billed using codes that accurately reflect the type and level of services

criminal healthcare fraud provisions of HIPAA that prohibit knowingly and willfully executing a scheme or artifice to defraud any healthcare

benefit program or falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement

in connection with the delivery of or payment for healthcare benefits, items or services.

HIPAA also imposes certain regulatory and contractual

requirements regarding the privacy, security and transmission of PHI.

Similar to the federal Anti-Kickback Statute, a person

or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation;

and state laws and policies that require healthcare providers to maintain licensure, certification or accreditation to provide professional

healthcare services, to enroll and participate in the Medicare and Medicaid programs, to report certain changes in their operations to

the agencies that administer these programs, as well as state insurance laws;

federal Anti-Kickback Statute that prohibits the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback,

rebate or other remuneration for referring an individual, in return for ordering, leasing, purchasing or recommending or arranging for

or to induce the referral of an individual or the ordering, purchasing or leasing of items or services covered, in whole or in part,

by any federal healthcare program, such as Medicare and Medicaid.

Remuneration has been interpreted broadly to be anything of value,

and could include compensation, discounts or free marketing services.

A person or entity does not need to have actual knowledge of the

statute or specific intent to violate it to have committed a violation.

In addition, the government may assert that a claim including

items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes

of the False Claims Act;

state law provisions pertaining to false claims, self-referral and anti-kickback issues, some of which may apply to items or

services reimbursed by any third-party payor, including commercial insurers or services paid out-of-pocket by patients;

federal physician self-referral law under Section 1877 of the Social Security Act, commonly referred to as the Stark Law, that,

unless one of the statutory or regulatory exceptions applies, prohibits physicians from referring Medicare or Medicaid patients to an

entity for the provision of certain “designated health services” if the physician or a member of such physician’s immediate

family has a direct or indirect financial relationship (including an ownership interest or a compensation arrangement) with the entity,

and prohibits the entity from billing Medicare or Medicaid for such designated health services.

Failure to refund amounts received as

a result of a prohibited referral on a timely basis may constitute a false or fraudulent claim and may result in civil penalties and

additional penalties under the federal False Claims Act noted below;

laws that prohibit general business corporations, such as DocGo, from practicing medicine, controlling physicians’ medical decisions

or engaging in some practices such as splitting fees with physicians;

Federal Trade Commission Act and federal and state consumer protection, advertisement and unfair competition laws, which broadly regulate

marketplace activities and activities that could potentially harm consumers;

that regulate debt collection practices.

ability to provide its services internationally is subject to the similar laws and regulations in those jurisdictions and the

interpretation of these laws is evolving and varies significantly from country to county.

As in the United States, many of

these laws and regulations are enforced by governmental, judicial and regulatory authorities with broad discretion.

Although similar

to their U.S.

counterparts in the subject matters addressed, these foreign laws may be very different in what is required

of the business and how they regulate the underlying activities.

DocGo cannot be certain that its interpretation of such laws

and regulations are correct in how its structures its operations, its arrangements with its healthcare provider partners, services

agreements and customer arrangements.

of these laws and regulations are complex, broad in scope and have few or narrowly structured exceptions and safe harbors.

DocGo is required to fit certain activities within one of the statutory exceptions and safe harbors available and it is possible

that some of DocGo’s current or future business activities could be subject to challenge under one or more of such laws.

Achieving and sustaining compliance with these laws can be time-consuming, requires the commitment of significant resources and

may prove costly.

The risk of DocGo being found in violation of these laws and regulations is increased by the fact that many

of these laws and regulations have not been fully interpreted by the regulatory authorities or the courts, and their provisions

are sometimes open to a variety of interpretations.

DocGo’s failure to accurately anticipate the application of these laws

and regulations to its current or future business or any other failure or alleged failure to comply with legal or regulatory requirements

could create liability for DocGo and negatively affect its business.

Any action against DocGo for violation of these laws or regulations,

even if DocGo successfully defends against it, could cause DocGo to incur significant legal expenses, divert management’s

attention from the operation of the business and result in adverse publicity.

officials have a number of mechanisms to combat regulatory compliance, fraud and abuse, and if DocGo fails to comply with applicable

laws and regulations, it could suffer civil or criminal penalties, including fines, damages, recoupment of overpayments, loss

of licenses needed to operate, loss of enrollment status and approvals necessary to participate in Medicare, Medicaid and other

government and private third-party healthcare and payor programs, and exclusion from participation in Medicare, Medicaid

and other government healthcare programs.

Investors, officers and managing employees associated with entities found to have committed

healthcare fraud may also be excluded from participation in government healthcare programs.

In addition, because of the potential

for large monetary exposure, criminal liability and negative publicity, healthcare providers often resolve allegations without

admissions of liability for significant and material amounts to avoid the uncertainty of damages that may be awarded in litigation

Such settlements often contain additional compliance and reporting requirements as part of a consent decree, settlement

agreement or corporate integrity agreement.

believes that its business operations materially comply with applicable healthcare laws and regulations.

However, some of the

healthcare laws and regulations applicable to DocGo are subject to limited or evolving interpretations, and a review of DocGo’s

business or operations by a court, law enforcement or a regulatory authority might result in a determination of non-compliance.

Any failure to comply with applicable legal and regulatory requirements and the consequences of such non-compliance, including

those discussed above, could have a material adverse effect on DocGo’s business, financial condition and results of operations.

is required to comply with laws governing the transmission, security and privacy of health information.

state and federal laws and regulations govern the collection, dissemination, use, privacy, confidentiality, security, availability,

integrity and other processing of PHI and PII, including HIPAA.

HIPAA establishes a set of national privacy and security

standards for the protection of PHI by health plans, healthcare clearinghouses and certain healthcare providers, referred to as

“covered entities,” and the business associates with whom such covered entities contract for services.

HIPAA requires

covered entities such as DocGo and their business associates to develop and maintain policies and procedures with respect to PHI

that is used or disclosed, including the adoption of administrative, physical and technical safeguards to protect this information.

HIPAA also implemented the use of standard transaction code sets and standard identifiers that covered entities must use when

submitting or receiving certain electronic healthcare transactions, including activities associated with the billing and collection

of healthcare claims.

also authorizes state attorneys general to file suit on behalf of their residents.

Courts may award damages, costs and attorneys’

fees related to violations of HIPAA in these cases.

While HIPAA does not create a private right of action allowing individuals

to sue DocGo in civil court for violations of HIPAA, its standards have been used as the basis for duty of care in state civil

suits such as those for negligence or recklessness in the misuse or breach of PHI.

In addition, HIPAA mandates that the Secretary

of HHS conduct periodic compliance audits of covered entities and business associates for compliance with the HIPAA privacy and

security requirements.

HIPAA 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.

further requires that patients be notified of any unauthorized acquisition, access, use or disclosure of their unsecured PHI that

compromises the privacy or security of such information, with certain exceptions related to unintentional or inadvertent use or

disclosure by employees or authorized individuals.

HIPAA specifies that such notifications must be made “without unreasonable

delay and in no case later than 60 calendar days after discovery of the breach.” If a breach affects 500 patients or

more, it must be reported to HHS without unreasonable delay, and HHS will post the name of the breaching entity on its public

Breaches affecting 500 patients or more in the same state or jurisdiction must also be reported to the local media.

If a breach involves fewer than 500 people, the covered entity must record it in a log and notify HHS at least annually.

addition to HIPAA, numerous other federal and state laws and regulations protect the confidentiality, privacy, availability, integrity

and security of PHI and other types of PII.

State statutes and regulations vary from state to state, and these laws and regulations

in many cases are more restrictive than, and may not be preempted by, HIPAA and its implementing rules.

These laws and regulations

are often uncertain, contradictory and subject to changed or differing interpretations, and DocGo expects new laws, rules and

regulations regarding privacy, data protection and information security to be proposed and enacted in the future.

that new data security laws are implemented, DocGo may not be able to timely comply with such requirements, or such requirements

may not be compatible with its current processes.

Changing DocGo’s processes could be time-consuming and expensive,

and failure to timely implement required changes could subject DocGo to liability for non-compliance.

Some states may afford private

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

This complex, dynamic legal landscape regarding privacy,

data protection and information security creates significant compliance issues for DocGo and potentially restricts its ability

to collect, use and disclose data and can expose it to additional expense, adverse publicity and liability.

is ongoing concern from privacy advocates, regulators and others regarding data protection and privacy issues, and the number

of jurisdictions with data protection and privacy laws has been increasing.

In addition, the scope of protection afforded to data

subjects by many of these data protection and privacy laws has been increasing.

There are also ongoing public policy discussions

regarding whether the standards for deidentified, anonymous or pseudonymized health information are sufficient, and the risk of

re-identification sufficiently small, to adequately protect patient privacy.

These trends may lead to further restrictions

on the use of this and similar categories of information.

These initiatives or future initiatives could compromise DocGo’s

ability to access and use data or to develop or market current or future services.

DocGo has implemented data privacy and security measures in an effort to comply with applicable laws and regulations relating

to privacy and data protection, some PHI and other PII or confidential information is transmitted to DocGo by third parties, who

may not implement adequate security and privacy measures, and it is possible that laws, rules and regulations relating to privacy,

data protection or information security may be interpreted and applied in a manner that is inconsistent with DocGo’s practices

or those of third parties who transmit PHI and other PII or confidential information to it.

Additionally, as a business associate

under HIPAA, DocGo may also be liable for privacy and security breaches of PHI and certain similar failures of DocGo’s subcontractors.

Even though DocGo contractually requires its subcontractors to safeguard protected health information as required by law, DocGo

still has limited control over their actions and practices.

If DocGo or these third parties are found to have violated such laws,

rules or regulations, it could result in government-imposed fines, orders requiring that DocGo or these third parties change

its or their practices, or criminal charges, which could adversely affect DocGo’s business.

Complying with these various

laws and regulations could cause DocGo to incur substantial costs or require it to change its business practices, systems and

compliance procedures in a manner adverse to its business.

publishes statements to its patients and partners that describe how it handles and protects PHI.

If federal or state regulatory

authorities or private litigants consider any portion of these statements to be untrue, DocGo may be subject to claims of deceptive

practices, which could lead to significant liabilities and consequences, including, without limitation, costs of responding to

investigations, defending against litigation, settling claims and complying with regulatory or court orders.

also sends short message service, or SMS, text messages to potential end users who are eligible to use its service through certain

customers and partners.

While DocGo obtains consent from or on behalf of these individuals to send text messages, federal or state

regulatory authorities or private litigants may claim that the notices and disclosures DocGo provides, form of consents it obtains

or its SMS texting practices, are not adequate.

These SMS texting campaigns are potential sources of risk for class action

lawsuits and liability for DocGo.

Numerous class action suits under federal and state laws have been filed in the past year against

companies who conduct SMS texting programs, with many resulting in multimillion-dollar settlements to the plaintiffs.

future such litigation against DocGo could be costly and time-consuming to defend.

failure to comply with HIPAA or similar laws and regulations and the consequences of such non-compliance could have a material

adverse impact on DocGo’s business, financial condition and results of operations.

DocGo does not effectively adapt to changes in the healthcare industry, including changes to laws and regulations regarding telehealth,

DocGo’s business may be harmed.

unpredictability of the healthcare regulatory landscape means that sudden changes in laws, rules, regulations and policy are possible.

Federal, state and local legislative bodies frequently pass legislation and promulgate regulations that affect the healthcare

As has been the trend in the past decade with healthcare reform, it is reasonable to assume that there will continue

to be increased government oversight and regulation of the healthcare industry in the future, particularly in times of changing

political, regulatory and other influences.

DocGo cannot provide any assurances regarding the ultimate content, timing or effect

of any new healthcare legislation or regulations, nor is it possible at this time to estimate the impact of potential new legislation

or regulations on its business.

It is possible that future legislation enacted by Congress or state legislatures, or regulations

promulgated by regulatory authorities at the federal or state level, could adversely affect DocGo’s current or future business.

The extent to which a jurisdiction considers particular actions or relationships to comply with the applicable legal requirements

is also subject to evolving interpretations by medical boards and state attorneys general, among others, each with broad discretion.

It is possible that the changes to the Medicare, Medicaid or other governmental healthcare program reimbursements may serve as

precedent to possible changes in other payors’ reimbursement policies in a manner adverse to DocGo.

Similarly, changes in

private payor reimbursements could lead to adverse changes in Medicare, Medicaid and other governmental healthcare programs.

one example, the telehealth industry is still relatively young and DocGo’s ability to provide its telehealth solutions is

directly dependent upon the development and interpretation of the laws governing remote healthcare, the practice of medicine and

healthcare delivery in the applicable jurisdictions and more broadly.

A few states have imposed different, and, in some cases,

additional, standards regarding the provision of services via telehealth.

State medical boards have also established new rules

or interpreted existing rules in their respective states in a manner that has limited the way telehealth services can be provided.

Although the COVID-19 pandemic has led to the relaxation of certain Medicare, Medicaid and state licensure restrictions on

the delivery of telehealth services, it is uncertain how long the relaxed policies will remain in effect, and there can be no

guarantee that once the COVID-19 pandemic subsides or ends that such restrictions will not be reinstated or changed in a

way that adversely affects DocGo’s current or future telehealth offerings.

DocGo must monitor its compliance with law in every jurisdiction in which it operates, on an ongoing basis.

While DocGo believes

that it has structured its contracts and operations in material compliance with applicable healthcare laws and regulations, the

healthcare laws and regulations applicable to DocGo may be amended or interpreted in new or different ways that are adverse to

DocGo and new laws and regulations adverse to DocGo’s current or future business may be adopted in the future.

be no assurance that DocGo will be able to successfully address changes in the current regulatory environment or new laws and

regulations that may be implemented in the future, or that practices which are compliant now will continue to be so in the future.

Any failure to comply with any changes to or new developments in the healthcare regulatory environment could have a material adverse

effect on DocGo’s business, financial condition and results of operations.

must be properly enrolled in governmental healthcare programs before it can receive reimbursement for services, and there may

be delays in the enrollment process.

time DocGo expands into a new market, whether organically or by way of acquisition, DocGo must enroll the new operations under

DocGo’s applicable group identification number for Medicare and Medicaid programs and for certain managed care and private

insurance programs before DocGo can receive reimbursement for services rendered to beneficiaries of those programs.

The estimated

time to receive approval for the enrollment is sometimes difficult to predict.

respect to Medicare, providers can retrospectively bill Medicare for services provided 30 days prior to the effective date

of the enrollment.

In addition, the enrollment rules provide that the effective date of the enrollment will be the later of the

date on which the enrollment application was filed and approved by the Medicare contractor, or the date on which the provider

began providing services.

If DocGo is unable to complete the enrollment process within the 30 days after the commencement

of services, DocGo will be precluded from billing Medicare for any services which were provided to a Medicare beneficiary more

than 30 days prior to the effective date of the enrollment.

With respect to Medicaid, new enrollment rules and whether a

state will allow providers to retrospectively bill Medicaid for services provided prior to submitting an enrollment application

varies by state.

Failure to timely enroll could reduce DocGo’s total revenues and have a material adverse effect on the

business, financial condition or results of operations.

Affordable Care Act, as currently structured, added additional enrollment requirements for Medicare and Medicaid, which have been

further enhanced through implementing regulations and increased enforcement scrutiny.

Every enrolled provider must revalidate

its enrollment at regular intervals and must update the Medicare contractors and many state Medicaid programs with significant

changes on a timely basis.

If DocGo fails to provide sufficient documentation as required to maintain its enrollment, Medicare

and Medicaid could deny continued future enrollment or revoke DocGo’s enrollment and billing privileges.

requirements for enrollment, licensure, certification and accreditation may include notification or approval in the event of a

transfer or change of ownership or certain other changes.

Other agencies or payors with which DocGo has contracts may have similar

requirements, and some of these processes may be complex.

Failure to provide required notifications or obtain necessary approvals

may result in the delay or inability to complete an acquisition or transfer, loss of licensure, lapses in reimbursement or other

While DocGo makes reasonable efforts to substantially comply with these requirements, it cannot assure you that the

agencies that administer these programs or have awarded DocGo contracts will not find that DocGo has failed to comply in some

material respects.

A finding of non-compliance and any resulting payment delays, refund demands or other sanctions could

have a material adverse effect on DocGo’s business, financial condition or results of operations.

in Medicare reimbursement rates or changes in the rules governing the Medicare program could have a material adverse effect on

generates a significant amount of revenues from Medicare, either directly or through Medicare Advantage (“MA”) plans,

particularly in its healthcare transportation segment.

Medicare revenues represent approximately 22.4% and 6.4% of DocGo’s

revenues for the years ended December 31, 2020 and 2021, respectively.

In addition, many private payors base their reimbursement

rates on the published Medicare rates or are themselves reimbursed by Medicare for the services DocGo provides.

As a result, DocGo’s

results of operations are, in part, dependent on government funding levels for Medicare programs and any changes that limit or

reduce MA or general Medicare reimbursement levels, such as reductions in or limitations of reimbursement amounts or rates under

programs, reductions in funding of programs, expansion of benefits without adequate funding or elimination of coverage for certain

benefits or for certain individuals, could have a material adverse effect on DocGo’s business, financial condition and results

of operations.

Medicare program and its reimbursement rates and rules are subject to frequent change.

These include statutory and regulatory

changes, rate adjustments (including retroactive adjustments), administrative or executive orders and government funding restrictions,

all of which may materially adversely affect the rates at which Medicare reimburses DocGo for its services.

Budget pressures often

cause the federal government to reduce or place limits on reimbursement rates under Medicare.

Implementation of these and other

types of measures could result in substantial reductions in DocGo’s revenues and operating margins.

For example, due to

the federal sequestration, an automatic 2% reduction in Medicare spending took effect beginning in April 2013.

Act, which was signed into law on March 27, 2020, designed to provide financial support and resources to individuals and

businesses affected by the COVID-19 pandemic, temporarily suspended these reductions from May 1, 2020 through March 31,

2021, and extended the sequester by one year, through 2030.

year, the Centers for Medicare and Medicaid Services (“CMS”) issues a final rule to establish the MA benchmark payment

rates for the following calendar year.

Reductions to MA rates impacting DocGo may be greater than the industry average rate and

the final impact of the MA rates can vary from any estimate DocGo may have.

In addition, CMS may change the rules governing the

Medicare program, including those governing reimbursement.

Reductions in reimbursement rates or the scope of services being reimbursed

could have a material adverse effect on DocGo’s business, financial condition and results of operations.

and federal efforts to reduce Medicaid spending could adversely affect DocGo.

of DocGo’s customers who are individuals are dual-eligible, meaning their coverage comes from both Medicare and Medicaid.

As a result, a small portion of DocGo’s revenue comes from Medicaid, accounting for approximately 4.8% and 1.4% of revenue

for the years ended December 31, 2020 and 2021, respectively.

Medicaid is a joint federal-state program purchasing

healthcare services for the low income and indigent as well as certain higher income individuals with significant health needs.

Under broad federal criteria, states establish rules for eligibility, services and payment.

Medicaid is a state-administered program

financed by both state funds and matching federal funds.

Medicaid spending has increased rapidly in recent years, becoming

a significant component of state budgets.

This, combined with slower state revenue growth, has led both the federal government

and many states to institute measures aimed at controlling the growth of Medicaid spending, and in some instances reducing aggregate

Medicaid spending.

example, a number of states have adopted or are considering legislation designed to reduce their Medicaid expenditures, such as

financial arrangements commonly referred to as provider taxes.

Under provider tax arrangements, states collect taxes from healthcare

providers and then use the revenue to pay the providers as a Medicaid expenditure, which allows the states to then claim additional

federal matching funds on the additional reimbursements.

Current federal law provides for a cap on the maximum allowable provider

tax as a percentage of the provider’s total revenue.

There can be no assurance that federal law will continue to provide

matching federal funds on state Medicaid expenditures funded through provider taxes, or that the current caps on provider taxes

will not be reduced.

Any discontinuance or reduction in federal matching of provider tax-related Medicaid expenditures could

have a significant and adverse effect on states’ Medicaid expenditures, and as a result could have an adverse effect on

DocGo’s business, financial condition and results of operations.

as part of the movement to repeal, replace or modify the Health Care Reform Law and as a means to reduce the federal budget deficit,

there are renewed congressional efforts to move Medicaid from an open-ended program with coverage and benefits set by the

federal government to one in which states receive a fixed amount of federal funds, either through block grants or per capita caps,

and have more flexibility to determine benefits, eligibility or provider payments.

If those changes are implemented, DocGo cannot

predict whether the amount of fixed federal funding to the states will be based on current payment amounts, or if it will be based

on lower payment amounts, which would negatively impact those states that expanded their Medicaid programs in response to the

Health Care Reform Law.

expects these state and federal efforts to continue for the foreseeable future.

The Medicaid program and its reimbursement rates

and rules are subject to frequent change at both the federal and state level.

These include statutory and regulatory changes,

rate adjustments (including retroactive adjustments), administrative or executive orders and government funding restrictions,

all of which may materially adversely affect the rates at which DocGo’s services are reimbursed by state Medicaid plans.

has been and could become the subject of federal and state investigations and compliance reviews.

in the broader healthcare industry are subject to a high level of scrutiny by various governmental agencies and their agents.

Both federal and state government agencies have heightened and coordinated civil and criminal enforcement efforts as part of numerous

ongoing investigations of healthcare companies, as well as their executives and managers.

These investigations relate to a wide

variety of topics, including referral and billing practices.

For example, to enforce compliance with the federal laws, DOJ and

the OIG have established national enforcement initiatives that focus on specific billing practices or other suspected areas of

Given the significant size of actual and potential settlements, it is expected that the government will continue to devote

substantial resources to investigating healthcare providers’ compliance, including compliance with the healthcare reimbursement

rules and fraud and abuse laws.

DocGo is also required to conduct periodic internal audits in connection with its third-party relationships

and receives repayment demands from third-party payors based on allegations that its services were not medically necessary,

were billed at an improper level or otherwise violated applicable billing requirements that require investigation.

Further, DocGo

periodically conducts internal reviews of its regulatory compliance.

Although to date none historically have, an investigation

or audit of DocGo, its executives or its managers, whether by the government and its agents, a third-party or DocGo itself,

could result in significant expense to the company, adverse publicity and divert management’s attention from DocGo’s

business, regardless of the outcome, and could result in significant fines, penalties and other sanctions, any of which could

have a material adverse effect on DocGo’s business, financial condition and results of operations.

business practices may be found to constitute illegal fee-splitting or corporate practice of medicine, which may lead to penalties

and could adversely affect DocGo’s business.

states have laws that prohibit business corporations such as DocGo from practicing medicine, employing physicians, exercising

control over medical judgments or decisions of physicians or other health care professionals (such as EMTs and nurses), or engaging

in certain business arrangements such as fee-splitting, with each of the foregoing activities collectively referred to as the

“corporate practice of medicine.” In some states these prohibitions are expressly stated in a statute or regulation,

while in other states the prohibition is a matter of judicial or regulatory interpretation.

Many of the states in which DocGo

currently operates generally prohibit the corporate practice of medicine, and other states may as well, including those into which

DocGo may expand in the future.

state laws and regulations and administrative and judicial decisions that enumerate the specific corporate practice of medicine

rules vary considerably from state to state and have been subject to limited judicial or regulatory interpretations.

and regulations are enforced by both the courts and government agencies, each with broad discretion.

Courts, government agencies

or other parties, including physicians, may assert that DocGo is engaged in the unlawful corporate practice of medicine.

penalties for violations of the corporate practice of medicine vary from state to state, as a result of such allegations, DocGo

could be subject to civil and criminal penalties, its contracts could be found legally invalid and unenforceable, in whole or

in part, or DocGo could be required to restructure its contractual arrangements entirely.

If found to be engaged in the corporate

practice of medicine, DocGo may not be able to restructure its operations or its contractual arrangements on favorable terms or

Any failure to comply with these laws and regulations regarding the corporate practice of medicine and the consequences

of such non-compliance could have a material adverse impact on DocGo’s business, financial condition and results of

believes its business is structured to comply with the applicable regulations governing fee-splitting and the corporate practice

of medicine in the states where it generates revenue;

however, in many cases and as noted above, these laws and regulations applicable

to DocGo are subject to limited or evolving interpretations, and there can be no assurances that a review of DocGo’s business

or operations by a court, law enforcement or a regulatory authority might result in a determination of non-compliance.

Risks Relating to Ownership of Common Stock and Warrants

may delist DocGo’s securities from trading on its exchange, which could limit investors’ ability to make transactions

in its securities and subject DocGo to additional trading restrictions.

Stock and Public Warrants are listed on Nasdaq under the symbols “DCGO” and “DCGOW,” respectively.

will be required to meet continued listing requirements for its securities to continue to be listed on Nasdaq, including having

a minimum number of public securities holders and a minimum stock price.

We cannot assure you that DocGo will continue to meet

those listing requirements in the future.

Nasdaq delists DocGo’s securities from trading on its exchange and DocGo is not able to list its securities on another national

securities exchange, we expect our securities could be quoted on an over-the-counter market.

If this were to occur, we could

face significant material adverse consequences, including:

limited availability of market quotations for our securities;

liquidity for our securities;

determination that our Class A common stock is a “penny stock”

which will require brokers trading in our Class A

common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading

market for our securities;

determination that the Common Stock is a “penny stock” which will require brokers trading in Common Stock to adhere to more

stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

limited amount of news and analyst coverage;

decreased ability to issue additional securities or obtain additional financing in the future.

National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating

the sale of certain securities, which are referred to as “covered securities.”

Our units, Class A common stock and

warrants, are covered securities.

Although the states are preempted from regulating the sale of covered securities, the federal

statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent

activity, then the states can regulate or bar the sale of covered securities in a particular case.

Further, if we were no longer

listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject to regulation

in each state in which we offer our securities.

stockholders are not entitled to protections normally afforded to investors of many other blank check companies.

are a “blank check”

company under the U.S.

securities laws.

However, because we have net tangible assets in excess

of $5,000,000, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419.

Accordingly, investors are not afforded the benefits or protections of those rules.

Among other things, this means we will have

a longer period of time to complete our initial business combination than companies subject to Rule 419.

Moreover, if our Initial

Public Offering had been subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the

Trust Account to us unless and until the funds in the Trust Account were released to us in connection with our completion of an

initial business combination.

third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount

received by stockholders may be less than $10.00 per share.

placing of funds in the Trust Account may not protect those funds from third-party claims against us.

Although we seek to have

all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements

with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit

of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements, they may not

be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary

responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order

to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account.

If any third party

refuses to enter into an agreement waiving such claims to the monies held in the Trust Account, the Company’s management

will consider whether competitive alternatives are reasonably available to the Company, and will only enter into an agreement

with such third party if the Company’s management believes that such third party’s engagement would be in the best

interests of the Company under the circumstances.

WithumSmith+Brown P.C., our independent registered public accounting firm, and

the underwriter of our Initial Public Offering, have not executed agreements with us waiving such claims to the monies held in

the Trust Account.

of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party

consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants

that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of,

or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for

Upon redemption of our Public Shares, if we are unable to complete our initial business combination by October 19,

2022, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide

for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption.

Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per share initially

held in the Trust Account, due to claims of such creditors.

Our Sponsor has agreed that it will be liable to us if and to the

extent any claims by a third party for services rendered or products sold to us, or by a prospective target business with which

we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per

public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the

Trust Account due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn

to pay taxes.

This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights

to seek access to the Trust Account and except as to any claims under our indemnity of the underwriter of our Initial Public Offering

against certain liabilities, including liabilities under the Securities Act.

Moreover, in the event that an executed waiver is

deemed to be unenforceable against a third party, then our Sponsor will not be responsible to the extent of any liability for

such third-party claims.

We have not independently verified whether our Sponsor has sufficient funds to satisfy its indemnity

obligations and believe that our Sponsor’s only assets are securities of our company.

We have not asked our Sponsor to reserve

for such indemnification obligations.

Therefore, we believe it is unlikely our Sponsor would be able to satisfy those obligations.

As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial business

combination and redemptions could be reduced to less than $10.00 per public share.

In such event, we may not be able to complete

our initial business combination, and you would receive such lesser amount per public share in connection with any redemption

of your Public Shares.

None of our officers will indemnify us for claims by third parties including, without limitation, claims

by vendors and prospective target businesses.

stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption

of their shares.

the Delaware General Corporations Law (“DGCL’), stockholders may be held liable for claims by third parties against

a corporation to the extent of distributions received by them in a dissolution.

The pro rata portion of our trust account distributed

to our public stockholders upon the redemption of our Public Shares in the event we do not complete our initial business combination

within the allotted time period may be considered a liquidating distribution under Delaware law.

If a corporation complies with

certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims

against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day

period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating

distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to

the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability

of the stockholder would be barred after the third anniversary of the dissolution.

However, it is our intention to redeem our

Public Shares as soon as reasonably possible following the 24th month from the closing of our Initial Public Offering (or the

end of any Extension Period) in the event we do not complete our initial business combination and, therefore, we do not intend

to comply with the foregoing procedures.

we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known

to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought

against us within the 10 years following our dissolution.

However, because we are a blank check company, rather than an operating

company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims

to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

If our plan of

distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution

is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder,

and any liability of the stockholder would likely be barred after the third anniversary of the dissolution.

We cannot assure you

that we will properly assess all claims that may be potentially brought against us.

As such, our stockholders could potentially

be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may

extend beyond the third anniversary of such date.

Furthermore, if the pro rata portion of our trust account distributed to our

public stockholders upon the redemption of our Public Shares in the event we do not complete our initial business combination

within the allotted time period is not considered a liquidating distribution under Delaware law and such redemption distribution

is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could

then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of

funds in the Trust Account available for distribution to our public stockholders.

the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per share and (ii) the actual

amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share

due to reductions in the value of the trust assets, in each case net of the interest, which may be withdrawn to pay taxes, and

our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular

claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification

we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification

obligations to us, it is possible that our independent directors, in exercising their business judgment and subject to their fiduciary

duties, may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent

directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome

is not likely.

If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the

Trust Account available for distribution to our public stockholders may be reduced below $10.00 per share.

may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

have agreed to indemnify our officers and directors to the fullest extent permitted by law.

However, our officers and directors

have agreed to waive (and any other persons who may become an officer or director prior to the initial business combination will

also be required to waive) any right, title, interest or claim of any kind in or to any monies in the Trust Account and not to

seek recourse against the Trust Account for any reason whatsoever.

Accordingly, any indemnification provided will be able to be

satisfied by us only if  (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial

business combination.

Our obligation to indemnify our officers and directors may discourage stockholders from bringing a lawsuit

against our officers or directors for breach of their fiduciary duty.

These provisions also may have the effect of reducing the

likelihood of derivative litigation against our officers and directors, even though such an action, 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 our officers and directors pursuant to these indemnification provisions.

after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary

bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and

our board of directors may be exposed to claims of punitive damages.

after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary

bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under

applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer”

or a “fraudulent conveyance.”

As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders.

In addition, our board

of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing

itself and us to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims

of creditors.

before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary

bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over

the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with

our liquidation may be reduced.

before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary

bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable

bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the

claims of our stockholders.

To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise

be received by our stockholders in connection with our liquidation may be reduced.

may not hold an annual meeting of stockholders until after the consummation of our initial business combination, which could delay

the opportunity for our stockholders to elect directors.

accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our

first fiscal year end following our listing on Nasdaq.

Under Section 211(b) of the DGCL, we are, however, required to hold

an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws unless such election is

made by written consent in lieu of such a meeting.

We may not hold an annual meeting of stockholders to elect new directors prior

to the consummation of our initial business combination, and thus we may not be in compliance with Section 211(b) of the

DGCL, which requires an annual meeting.

Therefore, if our stockholders want us to hold an annual meeting prior to the consummation

of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court

of Chancery in accordance with Section 211(c) of the DGCL.

grant of registration rights to our Sponsor may make it more difficult to complete our initial business combination, and the future

exercise of such rights may adversely affect the market price of our Class A common stock.

to a registration rights agreement entered into concurrently with our Initial Public Offering, our Sponsor and its permitted transferees

can demand that we register the resale of private placement warrants, the shares of Class A common stock issuable upon exercise

of the Founder Shares and the private placement warrants held, or to be held, by them and holders of warrants that may be issued

upon conversion of working capital loans may demand that we register the resale of such warrants or the Class A common stock issuable

upon exercise of such warrants.

We will bear the cost of registering these securities.

The registration and availability of such

a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class

A common stock.

In addition, the existence of the registration rights may make our initial business combination more costly or

difficult to conclude.

This is because the stockholders of the target business may increase the equity stake they seek in the

combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A common stock

that is expected when the securities owned by our Sponsor or holders of working capital loans or their respective permitted transferees

are registered for resale.

order to complete our initial business combination, we may seek to amend our certificate of incorporation or other governing instruments,

including our warrant agreement, in a manner that will make it easier for us to complete our initial business combination but

that our stockholders or warrant holders may not support.

order to complete a business combination, blank check companies have, in the recent past, amended various provisions of their

charters and governing instruments, including their warrant agreements.

For example, blank check companies have amended the definition

of business combination, increased redemption thresholds, extended the time to consummate an initial business combination and,

with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other

We cannot assure you that we will not seek to amend our certificate of incorporation or other governing instruments,

including to extend the time we have to consummate an initial business combination in order to complete our initial business combination.

provisions of our amended and restated certificate of incorporation that relate to our pre-business combination activity (and

corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval

of holders of at least 65% of our outstanding common stock, which is a lower amendment threshold than that of some other blank

check companies.

It may be easier for us, therefore, to amend our certificate of incorporation and the trust agreement to facilitate

the completion of an initial business combination that some of our stockholders may not support.

other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including

those which relate to a company’s pre-business combination activity, without approval by holders of a certain percentage

of the company’s stockholders.

In those companies, amendment of these provisions typically requires approval by holders

holding between 90% and 100% of the company’s Public Shares.

Our certificate of incorporation will provide that any of its

provisions related to pre-business combination activity (including the requirement to deposit proceeds of our Initial Public Offering

and the sale of the private placement warrants into the trust account and not release such amounts except in specified circumstances,

and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of at least

65% of our outstanding common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the

release of funds from our trust account may be amended if approved by holders of at least 65% of our outstanding common stock

entitled to vote thereon.

In all other instances, our certificate of incorporation may be amended by holders of a majority of

our outstanding common stock entitled to vote thereon, subject to applicable provisions of the DGCL or applicable stock exchange

We may not issue additional securities that would entitle the holders thereof, prior to our initial business combination,

to (1) receive funds from the trust account or (2) vote as a class with our Public Shares (a) on any initial business

combination or (b) to approve an amendment to our certificate of incorporation.

Our Sponsor, which owns, on behalf of our

officers, directors and their affiliates, 20.0% of our outstanding common stock, may participate in any vote to amend our certificate

of incorporation and/or trust agreement and will have the discretion to vote in any manner it chooses.

As a result, we may be

able to amend the provisions of our certificate of incorporation which will govern our pre-business combination behavior more

easily than some other blank check companies, and this may increase our ability to complete our initial business combination with

which you do not agree.

Our stockholders may pursue remedies against us for any breach of our certificate of incorporation.

will not propose any amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing

of our obligation to allow redemption in connection with our initial business combination or certain amendments to our certificate

of incorporation or to redeem 100% of our Public Shares if we do not complete our initial business combination within 24 months

from the closing of our Initial Public Offering or (B) with respect to any other provision relating to stockholders’

rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem

their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then

on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then

outstanding Public Shares.

Our stockholders are not parties to, or third-party beneficiaries of, these agreements and, as a result,

will not have the ability to pursue remedies against our Sponsor, officers or directors for any breach of these agreements.

a result, in the event of a breach, our public stockholders would need to pursue a stockholder derivative action, subject to applicable

warrants and Founder Shares may have an adverse effect on the market price of our Class A common stock and make it more difficult

to complete our initial business combination.

issued warrants to purchase 3,833,333 shares of our Class A common stock as part of the units offered in our Initial Public Offering,

and we issued 2,533,333 in Private Placement Warrants in a private placement.

Each warrant is exercisable to purchase one share

of Class A common stock at $11.50 per share.

Further, our Sponsor, on behalf of our officers, directors and their affiliates,

owns an aggregate of 2,875,000 Founder Shares.

The Founder Shares are convertible into shares of Class A common stock on a one-for-one

basis, subject to adjustment as set forth herein.

In addition, if our Sponsor, officers, directors or their affiliates make any

working capital loans, and except as may be precluded by the terms of a business combination definitive agreement, up to $1,500,000

of such loans may be convertible into warrants, at a price of $1.50 per warrant at the option of the lender.

The warrants would

be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.

the extent we issue shares of Class A common stock to complete a business combination, the potential for the issuance of

a substantial number of additional shares of Class A common stock upon exercise of these warrants and conversion rights could

make us a less attractive acquisition vehicle to a target business.

Any such issuance will increase the number of issued and outstanding

shares of our Class A common stock and reduce the value of the shares of Class A common stock issued to complete the

business combination.

Therefore, our warrants and Founder Shares may make it more difficult to complete a business combination

or increase the cost of acquiring the target business.

Private Placement Warrants are identical to the warrants sold as part of the units in our Initial Public Offering except that,

so long as they are held by the initial purchasers or their permitted transferees, (i) except in certain circumstances, they

will not be 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 until 30 days after the completion of our

initial business combination, (iii) they may be exercised by the holders on a cashless basis and (iv) the holders thereof

(including with respect to the shares of common stock issuable upon exercise of these warrants) are entitled to registration rights.

In addition, the Private Placement Warrants will not vote on any amendments to the warrant agreement.

each unit contains one-third of one redeemable warrant and only a whole warrant may be exercised, the units may be worth less

than units of other blank check companies.

unit contains one-third of one warrant.

Because, pursuant to the warrant agreement, the warrants may only be exercised for a whole

number of shares, only a whole warrant may be exercised at any given time.

This is different from other offerings similar to ours

whose units include one share of common stock and one whole warrant to purchase one whole share.

We have established the components

of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since

the warrants will be exercisable in the aggregate for one third of the number of shares compared to units that each contain a

warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses.

Nevertheless, this unit structure may cause our units to be worth less than if they included a warrant to purchase one whole share.

are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure

requirements available to emerging growth companies, this could make our securities less attractive to investors and may make

it more difficult to compare our performance with other public companies.

are an “emerging growth company”

within the meaning of the Securities Act, as modified by the Jumpstart our Business

Startups Act of 2012 (“JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements

that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being

required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced

disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the

requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute

payments not previously approved.

As a result, our stockholders may not have access to certain information they may deem important.

We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier,

including if the market value of our Class A common stock held by non-affiliates exceeds $700 million as of any June 30 before

that time, in which case we would no longer be an emerging growth company as of the following December 31.

We cannot predict whether

investors will find our securities less attractive because we will rely on these exemptions.

If some investors find our securities

less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise

would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial

accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared

effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised

financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and

comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has

different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard

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

may make comparison of our financial statements with another public company that is neither an emerging growth company nor an

emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential

differences in accounting standards used.

obligations under the Sarbanes-Oxley Act may make it more difficult for us to complete our initial business combination, require

substantial financial and management resources, and increase the time and costs of completing an initial business combination.

404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual

Report on Form 10-K for the year ending December 31, 2021.

Only in the event we are deemed to be a large accelerated filer or

an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent

registered public accounting firm attestation requirement on our internal control over financial reporting.

Further, for as long

as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm

attestation requirement on our internal control over financial reporting.

The fact that we are a blank check company makes compliance

with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a

target company with which we seek to complete our initial business combination may not be in compliance with the provisions of

the Sarbanes-Oxley Act regarding adequacy of its internal controls.

The development of the internal control of any such entity

to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the

price investors might be willing to pay in the future for our Class A common stock and could entrench management.

amended and restated certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that

stockholders may consider to be in their best interests.

These provisions include a staggered board of directors and the ability

of the board of directors to designate the terms of and issue new series of preferred shares, which may make the removal of management

more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices

for our securities.

are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control.

Together these

provisions may make the removal of management more difficult and may discourage transactions that otherwise could involve payment

of a premium over prevailing market prices for our securities.

in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against

our directors and officers.

amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought

in our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought

only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing such suit

will be deemed to have consented to service of process on such stockholder’s counsel.

This provision may have the effect

of discouraging lawsuits against our directors and officers.

incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial

depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those

of third parties with which we may deal.

Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,

or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary

information and sensitive or confidential data.

As an early stage company without significant investments in data security protection,

we may not be sufficiently protected against such occurrences.

We may not have sufficient resources to adequately protect against,

or to investigate and remediate any vulnerability to, cyber incidents.

It is possible that any of these occurrences, or a combination

of them, could have adverse consequences on our business and lead to financial loss.

our securities may result in uncertain or adverse U.S.

federal income tax consequences.

our securities may result in uncertain U.S.

federal income tax consequences.

For instance, because there are no authorities that

directly address instruments similar to the units we issued in our Initial Public Offering, the allocation an investor makes with

respect to the purchase price of a unit between the share of Class A common stock and the one-third of one redeemable warrant

to purchase one share of our Class A common stock included in each unit could be challenged by the U.S.

Internal Revenue

Service, or “IRS,”

or the courts.

Furthermore, the U.S.

federal income tax consequences of a cashless exercise of

the warrants included in the units we issued in our Initial Public Offering are unclear under current law, and the adjustment

to the exercise price and/or redemption price of the warrants could give rise to dividend income to investors without a corresponding

payment of cash.

Finally, it is unclear whether the redemption rights with respect to our shares of common stock suspend the running

holder’s holding period for purposes of determining whether any gain or loss realized by such holder on the sale

or exchange of common stock is long-term capital gain or loss and for determining whether any dividend we pay would be considered

“qualified dividends”

federal income tax purposes.

Prospective investors are urged to consult their tax advisors

with respect to these and other tax consequences applicable to their specific circumstances when purchasing, holding or disposing

of our securities.

may be subject to an increased rate of tax on our income if we are treated as a personal holding company.

on the date and size of our initial business combination, it is possible that we could be treated as a “personal holding

company”

federal income tax purposes.

corporation generally will be classified as a personal holding company

federal income tax purposes in a given taxable year if more than 50% of its ownership (by value) is concentrated, within

a certain period of time, in five or fewer individuals (without regard to their citizenship or residency and including as individuals

for this purpose certain entities such as certain tax-exempt organizations, pension funds, and charitable trusts), and at least

60% of its income is comprised of certain passive items.

we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance

requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

● restrictions

on the nature of our investments;

● restrictions

on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.

addition, we may have imposed upon us burdensome requirements, including:

● registration

as an investment company with the SEC;

of a specific form of corporate structure;

record keeping, voting, proxy and disclosure requirements and compliance with other rules and regulations that we are currently

not subject to.

order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we

must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our

activities do not include investing, reinvesting, owning, holding or trading “investment securities”

more than 40% of our total assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis.

is to identify and complete an initial business combination and thereafter to operate the post-transaction business or assets

for the long term.

We do not plan to buy businesses or assets with a view to resale or profit from their resale.

We do not plan

to buy unrelated businesses or assets or to be a passive investor.

do not believe that our anticipated principal activities are subject to the Investment Company Act.

To this end, the proceeds

held in the Trust Account may only be invested in U.S.

“government securities,”

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

of 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.

to the trust agreement, the trustee is not permitted to invest in other securities or assets.

By restricting the investment of

the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term

(rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being

deemed an “investment company”

within the meaning of the Investment Company Act.

Our securities are not intended for

persons who are seeking a return on investments in government securities or investment securities.

The Trust Account is intended

as a holding place for funds pending the earliest to occur of:

(i) the completion of our initial business combination;

redemption of any Public Shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate

of incorporation to modify the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete

our initial business combination by October 19, 2022, or to provide for redemption in connection with a business combination;

or (iii) absent an initial business combination by October 19, 2022, our return of the funds held in the Trust Account to our

public stockholders as part of our redemption of the Public Shares.

If we do not invest the proceeds as discussed above, we may

be deemed to be subject to the Investment Company Act.

If we were deemed to be subject to the Investment Company Act, compliance

with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder

our ability to complete an initial business combination or may result in our liquidation.

If we are unable to complete our initial

business combination, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances

described herein, on the liquidation of our Trust Account and our warrants will expire worthless.

in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our

ability to negotiate and complete our initial business combination and results of operations.

are subject to laws and regulations enacted by national, regional and local governments.

In particular, we are be required to

comply with certain SEC and other legal requirements.

Compliance with, and monitoring of, applicable laws and regulations may

be difficult, time consuming and costly.

laws and regulations and their interpretation and application may also change from time to time and those changes could have a

material adverse effect on our business, investments and results of operations.

In addition, a failure to comply with applicable

laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to

negotiate and complete our initial business combination and results of operations.

National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from

regulating the sale of certain securities, which are referred to as “covered securities.” Since Common Stock and Public

Warrants are listed on Nasdaq, they are covered securities.

Although the states are preempted from regulating the sale of covered

securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and if there

is a finding of fraudulent activity, the states can regulate or bar the sale of covered securities in a particular case.

DocGo is not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies,

other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these

powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states.

DocGo was no longer listed on Nasdaq, its securities would not be covered securities and it would be subject to regulation in

each state in which it offers its securities.

active, liquid trading market for our securities may not develop, which may limit your ability to sell your securities.

active trading market for our securities may never develop or be sustained.

A public trading market having the desirable characteristics

of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence

being dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker has control.

failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value

of our Common Stock and Warrants.

An inactive market may also impair our ability to raise capital to continue to fund operations

by issuing securities and may impair our ability to acquire other companies or technologies by using our securities as consideration.

there are no current plans to pay cash dividends on Common Stock for the foreseeable future, you may not receive any return on

investment unless you sell your Common Stock for a price greater than that which you paid for it.

intends to retain future earnings, if any, for future operations, expansion and debt repayment and there are no current plans to pay any

cash dividends for the foreseeable future.

The declaration, amount and payment of any future dividends on shares of Common Stock will

be at the sole discretion of DocGo’s board of directors.

DocGo’s board of directors may take into account general and economic

conditions, DocGo’s financial condition and results of operations, DocGo’s available cash and current and anticipated cash

needs, capital requirements, contractual, legal, tax, and regulatory restrictions, implications on the payment of dividends by DocGo to

its stockholders or by its subsidiaries to it and such other factors as DocGo’s board of directors may deem relevant.

DocGo’s ability to pay dividends is limited by covenants of DocGo’s existing and outstanding indebtedness and may be limited

by covenants of any future indebtedness DocGo incurs.

As a result, you may not receive any return on an investment in Common Stock unless

you sell Common Stock for a price greater than that which you paid for it.

securities analysts do not publish research or reports about DocGo’s business or if they downgrade the Common Stock or DocGo’s

sector, DocGo’s stock price and trading volume could decline.

trading market for Common Stock will rely in part on the research and reports that industry or financial analysts publish about

DocGo or its business.

DocGo will not control these analysts.

In addition, some financial analysts may have limited expertise

with DocGo’s model and operations.

Furthermore, if one or more of the analysts who do cover DocGo downgrade its stock or

industry, or the stock of any of its competitors, or publish inaccurate or unfavorable research about its business, the price

of Common Stock could decline.

If one or more of these analysts cease coverage of DocGo or fail to publish reports on it regularly,

DocGo could lose visibility in the market, which in turn could cause its stock price or trading volume to decline.

sales, or the perception of future sales, by DocGo or its stockholders in the public market could cause the market price for Common

Stock to decline.

sale of shares of Common Stock in the public market, or the perception that such sales could occur, could harm the prevailing

market price of shares of Common Stock.

These sales, or the possibility that these sales may occur, also might make it more difficult

for DocGo to sell equity securities in the future at a time and at a price that it deems appropriate.

holders of our Common Stock and Warrants have entered into the lock-up and escrow agreements in connection with the Business

The counterparties to these agreements may, in certain instances, without notice, release all or any portion of the

securities subject to these lock-up and escrow agreements.

See the section entitled “ Securities Eligible for Future

Sale ” for a description of these lock-up and escrow agreements.

Upon the expiration or waiver of the lock-ups and

escrows described above, shares held by the Sponsor and certain other stockholders of DocGo will be eligible for resale, subject

to volume, manner of sale and other limitations under Rule 144, when such rule becomes applicable to DocGo.

pursuant to the A&R Registration Rights Agreement, the New Holders, Sponsor, and certain other stockholders have the right,

subject to certain conditions, to require DocGo to register the sale of their shares of Common Stock under the Securities Act.

By exercising their registration rights and selling a large number of shares, these stockholders could cause the prevailing market

price of Common Stock to decline.

The shares covered by the A&R Registration Rights Agreement represent approximately 15.7%

of outstanding Common Stock.

restrictions on resale end or if these stockholders exercise their registration rights, the market price of shares of Common Stock

could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them.

factors could also make it more difficult for DocGo to raise additional funds through future offerings of DocGo’s shares

of Common Stock or other securities.

currently has an aggregate of 6,366,638 Warrants outstanding, which became exercisable on December 5, 2021, provided that there is an

effective registration statement under the Securities Act covering the shares of Common Stock issuable upon exercise of the Warrants and

a current prospectus relating to them is available.

DocGo has agreed to use reasonable best efforts to file such registration statement

within 15 business days and have it declared effective within 60 business days after the consummation of the Transactions.

issuance of shares of Common Stock upon the exercise of Warrants could result in dilution to DocGo’s stockholders.

In addition, the shares of Common Stock reserved for future issuance

under DocGo’s equity incentive plans will become eligible for sale in the public market once those shares are issued, subject to

provisions relating to various vesting agreements, lock-up agreements and, in some cases, limitations on volume and manner of sale

applicable to affiliates under Rule 144, as applicable.

The number of shares of Common Stock reserved for future issuance under its

equity incentive plans, including Substitute Options, represents approximately 24.5% of outstanding Common Stock.

The compensation committee

of DocGo’s board of directors may determine the exact number of shares to be reserved for future issuance under its equity incentive

plans at its discretion.

DocGo has filed a Form S-8 under the Securities Act to register shares of Common Stock and securities

convertible into or exchangeable for shares of Common Stock issued pursuant to DocGo’s equity incentive plan, and may file additional

registration statements on Form S-8 in the future.

Any such Form S-8 registration statements will automatically become effective

Accordingly, shares registered under such registration statements will be available for sale in the open market.

the future, DocGo may also issue its securities in connection with investments or acquisitions.

The amount of shares of Common

Stock issued in connection with an investment or acquisition could constitute a material portion of DocGo’s then-outstanding shares

of Common Stock.

Any issuance of additional securities in connection with investments or acquisitions may result in additional

dilution to DocGo’s stockholders.

Anti-takeover

provisions in DocGo’s organizational documents could delay or prevent a change of control.

provisions of the Charter and the Bylaws may have an anti-takeover effect and may delay, defer or prevent a merger, acquisition,

tender offer, takeover attempt or other change of control transaction that a stockholder might consider in its best interest,

including those attempts that might result in a premium over the market price for the shares held by DocGo’s stockholders.

provisions provide for, among other things:

ability of DocGo’s board of directors to issue one or more series of preferred stock;

notice for nominations of directors by stockholders and for stockholders to include matters to be considered at DocGo’s annual

limitations on convening special stockholder meetings;

the ability of stockholders to act by written consent;

board of directors to have the express authority to make, alter or repeal the Bylaws.

anti-takeover provisions could make it more difficult for a third party to acquire DocGo, even if the third party’s

offer may be considered beneficial by many of DocGo’s stockholders.

As a result, DocGo’s stockholders may be limited

in their ability to obtain a premium for their shares.

These provisions could also discourage proxy contests and make it more

difficult for you and other stockholders to elect directors of your choosing and to cause DocGo to take other corporate actions

See “ Description of Securities.

Charter designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions

and proceedings that may be initiated by stockholders, which could limit stockholders’ ability to obtain a favorable judicial

forum for disputes with DocGo or its directors, officers, employees or stockholders.

Charter provides that, unless DocGo, in writing, selects or consents to the selection of an alternative forum:

(a) the sole and exclusive

forum for any complaint asserting any internal corporate claims (as defined below), to the fullest extent permitted by law, and subject

to applicable jurisdictional requirements, is the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have,

or declines to accept, jurisdiction, another state court or a federal court located within the State of Delaware) and (b) the sole

and exclusive forum for any complaint asserting a cause of action arising under the Securities Act, to the fullest extent permitted by

law, shall be the federal district courts of the United States of America;

provided however, these provisions will not apply to suits

brought to enforce a duty or liability created by the Exchange Act.

For purposes of this provision, internal corporate claims mean

claims, including claims in the right of the Corporation that are based upon a violation of a duty by a current or former director, officer,

employee or stockholder in such capacity, or as to which the DGCL confers jurisdiction upon the Court of Chancery.

Any person or entity

purchasing or otherwise acquiring or holding any interest in shares of stock of the Corporation shall be deemed to have notice of and

consented to the provisions of this Article.

a result, (1) derivative action or proceeding brought on behalf of DocGo, (2) action asserting a claim of breach of

a fiduciary duty owed by any director, officer, stockholder or employee to DocGo or its stockholders, (3) action asserting

a claim arising pursuant to any provision of the DGCL or the Charter or the Bylaws, or (4) action asserting a claim governed

by the internal affairs doctrine shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery

of the State of Delaware (or, if the Court of Chancery does not have, or declines to accept, jurisdiction, another state court

or a federal court located within the State of Delaware).

Any person or entity purchasing or otherwise acquiring any interest

in shares of DocGo’s capital stock shall be deemed to have notice of and to have consented to the provisions of the Charter

described above.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that

it finds favorable for disputes with DocGo or its directors, officers or other employees, which may discourage such lawsuits against

DocGo and its directors, officers and employees.

Alternatively, if a court were to find these provisions of the Charter inapplicable

to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, DocGo may incur additional costs

associated with resolving such matters in other jurisdictions, which could adversely affect DocGo’s business and financial

Charter provides that the exclusive forum provision is applicable to the fullest extent permitted by applicable law, subject to

certain exceptions.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to

enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

As a result, the exclusive

forum provision does not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other

claim for which the federal courts have exclusive jurisdiction.

of stockholders, including the Sponsor, may engage in business activities which compete with DocGo or otherwise conflict with

DocGo’s interests.

Sponsor and its affiliates are in the business of making investments in companies and may from time to time acquire and hold interests

in businesses that compete directly or indirectly with DocGo.

The Charter provides that none of the Sponsor, any of its affiliates

or any director who is not employed by DocGo (including any non-employee director who serves as one of DocGo’s officers

in both his director and officer capacities) or his or her affiliates will have any duty to refrain from engaging, directly or

indirectly, in the same business activities or similar business activities or lines of business in which DocGo operates.

also may pursue acquisition opportunities that may be complementary to DocGo’s business and, as a result, those acquisition

opportunities may not be available to DocGo.

may redeem your unexpired Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Warrants

has the ability to redeem outstanding Warrants at any time after they become exercisable and prior to their expiration, at a price

of $0.01 per Warrant, provided that the last reported sales price of Common Stock equals or exceeds $18.00 per share (as adjusted

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

on which we send the notice of redemption to the Warrant holders.

If and when the Warrants become redeemable by DocGo, DocGo may

not exercise its redemption right if the issuance of shares of Common Stock upon exercise of the Warrants is not exempt from registration

or qualification under applicable state blue sky laws or it is unable to effect such registration or qualification.

use its best efforts to register or qualify such shares of Common Stock under the blue sky laws of the state of residence in those

states in which the Warrants were offered.

Redemption of the outstanding Warrants could force you (i) to exercise your Warrants

and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Warrants

at the then-current market price when you might otherwise wish to hold your Warrants or (iii) to accept the nominal

redemption price which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than

the market value of your Warrants.

None of the Private Warrants will be redeemable by DocGo so long as they are held by the Sponsor,

or its permitted transferees.

Warrants are exercisable

for Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to

our stockholders.

currently has an aggregate of 6,366,638 Warrants outstanding, representing the right to purchase an equivalent amount shares of Common

The Warrants became exercisable on December 5, 2021.

The exercise price of the Warrants is $11.50 per share.

To the extent such

Warrants are exercised, additional shares of Common Stock will be issued, which would result in dilution to our stockholders and increase

the number of shares eligible for resale in the public market.

Sales of substantial numbers of such shares in the public market or the

fact that such Warrants may be exercised could adversely affect the market price of our Common Stock.

However, there is no guarantee that

the Warrants will ever be in the money prior to their expiration, and as such, the Warrants may expire worthless.

Warrants may never be in the money, and they may expire worthless and the terms of the Warrants may be amended in a manner adverse

to a holder if holders of at least 50% of the then-outstanding Warrants approve of such amendment.

Warrant Agreement provides that the terms of the Warrants may be amended without the consent of any holder to cure any ambiguity

or correct any defective provision, but requires the approval by the holders of at least 50% of the then-outstanding Warrants

to make any change that adversely affects the interests of the registered holders of the Warrants.

Accordingly, we may amend the

terms of the Warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding Public Warrants

approve such amendment.

Although our ability to amend the terms of the Warrants with the consent of at least 50% of the then-outstanding Public

Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of

the Warrants, shorten the exercise period or decrease the number of Common Stock purchasable upon exercise of a Warrant.

market price and trading volume of Common Stock and Warrants may be volatile.

markets, including Nasdaq, have from time-to-time experienced significant price and volume fluctuations.

Even if an active, liquid and

orderly trading market develops and is sustained for Common Stock and Warrants, the market price of Common Stock and Warrants may be volatile

and could decline significantly, whether or not any price changes are related to matters specific to DocGo.

In addition, the trading volume

in Common Stock and Warrants may fluctuate and cause significant price variations to occur.

If the market price of Common Stock and Warrants

declines significantly, you may be unable to resell your shares of Common Stock and Warrants at or above the market price of Common Stock

and Warrants.

We cannot assure you that the market price of Common Stock and Warrants will not fluctuate widely or decline significantly

in the future in response to a number of factors, including, among others, the following:

realization of any of the risk factors presented in this prospectus;

or anticipated differences in DocGo’s estimates, or in the estimates of analysts, for DocGo’s revenues, results of operations,

level of indebtedness, liquidity or financial condition;

and departures of key personnel;

to comply with the requirements of the Nasdaq;

to comply with the Sarbanes-Oxley Act or other laws or regulations;

issuances, sales or resales, or anticipated issuances, sales or resales, of Common Stock;

● perceptions

of the investment opportunity associated with Common Stock relative to other investment alternatives;

performance and market valuations of other similar companies;

announcements concerning DocGo’s business or its competitors’ businesses;

disruptions in the financial markets, including sudden disruptions in the credit markets;

● speculation

in the press or investment community;

potential or perceived control, accounting or reporting problems;

in accounting principles, policies and guidelines;

economic and political conditions, such as the effects of the COVID-19 outbreak, recessions, interest rates, local and national

elections, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism.

the past, securities class-action litigation has often been instituted against companies following periods of volatility

in the market price of their securities.

This type of litigation could result in substantial costs and divert DocGo’s management’s

attention and resources, which could have a material adverse effect on DocGo.

issuances of debt securities and equity securities may adversely affect DocGo, including the market price of Common Stock and

may be dilutive to existing stockholders.

is no assurance that DocGo will not incur debt or issue equity ranking senior to Common Stock.

Those securities will generally

have priority upon liquidation.

Such securities also may be governed by an indenture or other instrument containing covenants

restricting its operating flexibility.

Additionally, any convertible or exchangeable securities that DocGo issues in the future

may have rights, preferences and privileges more favorable than those of Common Stock.

Separately, additional financing may not

be available on favorable terms, or at all.

Because DocGo’s decision to issue debt or equity in the future will depend on

market conditions and other factors beyond DocGo’s control, it cannot predict or estimate the amount, timing, nature or

success of DocGo’s future capital raising efforts.

As a result, future capital raising efforts may reduce the market price

of Common Stock and be dilutive to existing stockholders.

JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting

requirements applicable to other public companies that are not emerging growth companies.

qualifies as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the

As such, we take advantage of certain exemptions from various reporting requirements applicable to other public companies

that are not emerging growth companies for as long as we continue to be an emerging growth company, including (i) the exemption

from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley

Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii)

reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

As a result, our

stockholders may not have access to certain information they deem important.

We will remain an emerging growth company until the

earliest of (i) the last day of the fiscal year (a) following the fifth anniversary of our Initial Public Offering, (b) in which

we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer,

which means the market value of the Common Stock and Warrants that are held by non-affiliates exceeds $700 million as

of the last business day of our prior second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion

in non-convertible debt during the prior three-year period.

addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying

with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth

An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would

otherwise apply to private companies.

The JOBS Act provides that a company can elect to opt out of the extended transition period

and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable.

We have elected to avail ourselves of such extended transition period, which means that when a standard is issued or revised and

it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised

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

This may make comparison of our financial statements

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

the extended transition period difficult or impossible because of the potential differences in accounting standards used.

cannot predict if investors will find the Common Stock and Warrants of DocGo less attractive because we will rely on these exemptions.

If some investors find the Common Stock and Warrants less attractive as a result, there may be a less active trading market for

the Common Stock, and Warrants and more stock price volatility.

Unresolved Staff Comments.

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 1A. Risk Factors