What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-03-15 compared with 2021-03-30 · 13 added, 215 removed, 0 unchanged (100% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market

Company’s Class A common stock Public Shares, Public Warrants and Units are currently listed on Nasdaq under the symbols

MOTN, MOTNW and MOTNU, respectively.

Our Units began public trading on October 15, 2020, and our Public Shares and Public Warrants

began separate public trading on December 17, 2020.

of March 16, 2021 there was one holder of record of our separately traded Class A common stock, two holders of record of our separately

traded warrants, and one holder of record of our units.

have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of

our business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any,

capital requirements and general financial condition subsequent to completion of our business combination.

The payment of any

cash dividends subsequent to our business combination will be within the discretion of our board of directors.

In addition, our

board of directors is not currently contemplating and does not anticipate declaring stock dividends in the foreseeable future.

Further, if we incur any indebtedness in connection with our business combination, our ability to declare dividends may be limited

by restrictive covenants we may agree to in connection therewith.

Authorized for Issuance Under Equity Compensation Plans

Sales of Unregistered Securities;

Use of Proceeds from Registered Offerings

August 2020, we issued an aggregate of 3,737,500 Founder Shares, for an aggregate purchase price of $25,000, to our Sponsor.

shares were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2)

of the Securities Act.

In October 2020, our Sponsor contributed back to our capital an aggregate of 431,250 Founder Shares.

Additionally,

an aggregate of 431,250 Founder Shares were forfeited in November 2020 because the underwriter of our Initial Public Offering

did not exercise its over-allotment option.

October 19, 2020, we consummated our Initial Public Offering of 11,500,000 Units.

Each Unit consists of one share of Class A common

stock and one-third of one Public Warrant, each whole Public Warrant entitling the holder thereof to purchase one share of Class

A common stock for $11.50 per share, subject to adjustment.

The Units were sold at a price of $10.00 per Unit, generating gross

proceeds to us of $115,000,000.

Barclays Capital Inc.

served as the sole book-running manager of our Initial Public Offering.

The securities sold in our Initial Public Offering were registered under the Securities Act on a registration statement on Form

S-1 (File No.

The SEC declared the registration statement effective on October 14, 2020.

Simultaneously

with the closing of the Initial Public Offering, we consummated the Private Placement of an aggregate of 2,533,333 Private Placement

Warrants, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $3,800,000.

The Private Placement Warrants

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

held by our Sponsor or its permitted transferees, (i) they are not redeemable by us, (ii) they (including the Class A common stock

issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by

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

on a cashless basis.

the closing of our Initial Public Offering and the Private Placement, $115,000,000 was placed in the Trust Account, comprised

of $112,700,000 of the proceeds from our Initial Public Offering (which amount includes $4,025,000 of the underwriter’s

deferred discount) and $2,300,000 of the proceeds of the Private Placement.

We paid $2,300,000 for the initial underwriting discount

and paid or accrued approximately $468,000 for other costs and expenses related to our Initial Public Offering.

We also repaid

approximately $71,000 in non-interest bearing loans made to us by the Sponsor to cover expenses related to the Initial Public

intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on

the Trust Account not previously released to us (less taxes payable and deferred underwriting commission) to complete our initial

business combination.

We may withdraw interest to pay our taxes.

To the extent that our equity or debt is used, in whole or in

part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be

used as working capital to finance the operations of the target business or businesses, make other acquisitions, and pursue our

growth strategies.

intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business

due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target

businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses,

and structure, negotiate, and complete a business combination.

with the execution of the Merger Agreement on March 8, 2021, we entered into the Subscription Agreements with the PIPE Investors,

pursuant to which, among other things, we agreed to issue and sell in private placements an aggregate of 12,500,000 shares of

our Class A common stock for $10.00 per share.

The PIPE is expected to close substantially concurrently with the closing of the

Proposed Transaction.

Selected Financial Data

Management’s Discussion and Analysis of Financial Condition and Results of Operations

following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction

with our audited financial statements and the notes related thereto which are included in “Item 8.

Financial Statements

and Supplementary Data”

of this Annual Report.

Certain information contained in the discussion and analysis set forth below

includes forward-looking statements.

Our actual results may differ materially from those anticipated in these forward-looking

statements as a result of many factors, including those set forth under “Risk Factors Summary,”

“Item 1A.

Factors”

and elsewhere in this Annual Report.

are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock

exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

We consummated

our Initial Public Offering on October 19, 2020.

We intend to use the cash proceeds from our public offering and private placement

of warrants as well as additional issuances, if any, of our capital stock, debt or a combination of cash, stock and debt to complete

the business combination.

expect to incur significant costs in the pursuit of our acquisition plans.

There can be no assurance that our plans to raise capital

or to complete our initial business combination will be successful.

March 8, 2021, we entered into the Merger Agreement with Merger Sub and DocGo, which provides for the Merger of Merger Sub with

and into DocGo, with DocGo being the surviving entity of the Merger and becoming a wholly-owned subsidiary of the Company.

consummation of the Merger, the outstanding DocGo common stock will be exchanged for a pro rata portion of an aggregate of 83,600,000

Closing Shares, less the number of Closing Shares reserved for issuance by the Company upon the exercise of outstanding options

and warrants of DocGo which will be assumed by the Company.

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

the right to receive their pro rata portion of up to an aggregate of 5,000,000 Contingent Shares if the following stock price

conditions are met:

(i) 1,250,000 Contingent Shares if the closing price of our Class A common stock equals or exceeds $12.50

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

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

1,250,000 Contingent Shares if the closing price of our Class A common stock equals or exceeds $15.00 per share (as adjusted for

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

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

(iii) 1,250,000 Contingent Shares

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

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

the closing date and by the third anniversary of the closing date;

and (iv) 1,250,000 Contingent Shares if the closing price of

our Class A common stock equals or exceeds $21.00 per share (as adjusted for share splits, share dividends, reorganizations, and

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

by the fifth anniversary of the closing date.

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

Shares into escrow, which shares will either be released to the Sponsor or forfeited if certain stock price conditions are met

or not, as follows:

(i) with respect to 287,500 Sponsor Earnout Shares, the closing price of our Class A common stock equals or

exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations, and recapitalizations) on any twenty

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

date, and (ii) with respect to the remaining 287,500 Sponsor Earnout Shares, the closing price of our Class A common stock equals

or exceeds $15.00 per share (as adjusted for share splits, share dividends, reorganizations, and recapitalizations) on any twenty

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

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

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

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

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

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

The Merger Agreement may also be terminated by either party under certain circumstances.

Private Placement

with the execution of the Merger Agreement, the Company entered into subscription agreements with PIPE Investors, pursuant to

which the Company will, substantially concurrently with, and contingent upon, the consummation of the Merger, issue an aggregate

of 12,500,000 shares of the Company’s Class A common stock at a price of $10.00 per share, for aggregate gross proceeds

to the Company of $125,000,000.

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

date of the Merger, it shall file a registration statement with the SEC covering the resale by the Investors of the Class A common

stock issued to them in the PIPE and use its best efforts to have such registration statement declared effective as promptly as

practicable thereafter, but in no event later than the earlier of 60 calendar days after filing (or 90 calendar days in the event

the SEC issues written comments) or the 10th business day after the Company is notified that the registration statement will not

be subject to review or further review.

and Capital Resources

to the Initial Public Offering, our liquidity needs were satisfied through a payment of $25,000 from our Chief Executive Officer

to fund certain offering costs in exchange for the issuance to the Sponsor of the Founder Shares, and advances to us from

our Sponsor of approximately $71,000 under a note payable to pay for other offering costs in connection with the Initial Public

We fully repaid this note payable on October 19, 2020.

to the Initial Public Offering, our liquidity needs have been satisfied from the net sales proceeds of the Private Placement Warrants

not held in the Trust Account.

At December 31, 2020, we had an unrestricted cash balance of approximately $879,000 and working

capital of approximately $888,000.

We expect our working capital needs will be satisfied through these funds, which are held outside

of the Trust Account.

Investment income on funds held in the Trust Account may be used to pay income taxes, if any, and Delaware

franchise taxes.

addition, our Sponsor, officers, directors and their affiliates may, but are not obligated to, loan us funds as may be required

in connection with the business combination.

Except as may be precluded by the terms of a business combination definitive agreement,

up to $1,500,000 of these working capital loans may be converted into warrants of the post business combination entity at a price

of $1.50 per warrant at the option of the lender, and such warrants would be identical to the Private Placement Warrants.

on the foregoing, management believes that we will have sufficient working capital and borrowing capacity to meet our needs through

the earlier of the consummation of a business combination or one year from this filing.

Over this time period, we will be using

these funds to pay existing accounts payable and to consummate our initial business combination.

of Operations

date, we have neither engaged in any significant business operations nor generated any revenues.

All activities to date relate

to our corporate formation, Initial Public Offering, search for suitable business combination candidates, and negotiations with

Since consummating our Initial Public Offering on October 19, 2020, we have incurred expenses primarily for legal and audit

services, Nasdaq listing fees, directors’

and officers’

liability insurance, trust and transfer agent fees, Delaware

franchise taxes, diligence-related expenses on our target company, and investor relations.

the period from August 11, 2020 (inception) through December 31, 2020, we had a net loss of $148,751 which was attributable to

general and administrative expenses and formation costs.

We will not be generating any revenue until the closing and completion

of our initial business combination.

Sheet Arrangements

did not have any off-balance sheet arrangements as of December 31, 2020.

of December 31, 2020, we did not have any lease obligations or purchase commitments, and we had no long-term liabilities other

than the deferred underwriting commission of $4,025,000 that is payable from the Trust Account upon consummating our initial business

Accounting Policies

preparation of financial statements in accordance with accounting principles generally accepted in the United States requires

management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

Actual results could differ from those estimates.

The Company has identified the following as its critical accounting policies:

of the 11,500,000 Public Shares sold as part of our Initial Public Offering contain a redemption feature as described in this

Annual Report.

In accordance with FASB ASC 480, “Distinguishing Liabilities from Equity”, redemption provisions not

solely within the control of the Company require the security to be classified outside of permanent equity.

Our amended and restated

certificate of incorporation provides a minimum net tangible asset threshold of $5,000,001.

We recognize changes in redemption

value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of

each reporting period.

Increases or decreases in the carrying amount of redeemable shares are effected by recording offsetting

adjustments to additional paid-in capital.

At December 31, 2020, there were 11,500,000 Public Shares, of which 10,688,275 were

recorded as redeemable shares and classified outside of permanent equity, and 811,725 were classified as Class A common stock

in stockholders’

Income (Loss) per Common Share

accordance with FASB ASC 260, “Earnings Per Share”

(“ASC 260”), shares of Class A common stock are treated

as participating securities because such shares are entitled to a pro rata share of undistributed trust earnings but do not share

in the Company’s net losses.

Consequently, net income (loss) per share is calculated using the two-class method prescribed

Pursuant to this method, net income per share for Class A common stock is calculated by dividing the undistributed

interest income earned on investments held in the Trust Account by the weighted average number of Class A shares outstanding since

original issuance, and net loss per share for Class B common stock is calculated by dividing the net loss, adjusted for income

allocated to the Class A shares, by the weighted average number of Class B shares outstanding during the period.

Accounting Pronouncements

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

effect on the accompanying financial statements.

Quantitative and Qualitative Disclosures About Market Risk

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Common Stock and warrants are currently traded on The Nasdaq Capital Market under the trading symbols “DCGO” and “DCGOW,”

respectively.

From October 19, 2020 until the consummation of the Business Combination, our Class A common stock, units, and warrants

traded on The Nasdaq Capital Market under the trading symbols “MOTN” “MOTNU,” and “MOTNW,” respectively.

March 11, 2022, there were 103 holders of record of our Common Stock and 2 holders of record of our warrants.

Company has not paid any cash dividends on its Common Stock to date and does not intend to pay cash dividends.

The payment of

cash dividends in the future will be dependent upon the Company’s revenues and earnings, if any, capital requirements and

general financial condition.

The payment of any cash dividends will be within the discretion of the Board at such time.

the Board is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future.

incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection

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 5. Market for Registrant’s Common Equity