What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2022-03-15 compared with 2021-03-30 · 1585 added, 708 removed, 37 unchanged (98% of the section changed)

Financial Statements and Supplementary Data.

TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Balance Sheet as of December 31, 2020

Statement of Operations for the period from August 11, 2020 (inception) to December 31, 2020

Statement of Changes in Stockholders’

Equity for the period from August 11, 2020 (inception) to December 31, 2020

Statement of Cash Flows for the period from August 11, 2020 (inception) to December 31, 2020

Notes to Financial Statements

of Independent Registered Public Accounting Firm

the Stockholders and the Board of Directors of

Acquisition Corp.

on the Financial Statement

have audited the accompanying balance sheet of Motion Acquisition Corp.

(the “Company”) as of December 31, 2020, the

related statements of operations, changes in stockholders’

equity and cash flows for the period from August 11, 2020 (inception)

through December 31, 2020, and the related notes (collectively referred to as the “financial statements”).

opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2020 and the results of its operations and its cash flows for the period from August 11, 2020 (inception) through December

and Subsidiaries

Index to the Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2021 and 2020 F- 3 - F-4

Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2021 and 2020 F-5

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2021 and 2020 F-6

Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020 F- 7 - F-8

Notes to Consolidated Financial Statements F-9 - F-36

Report of Independent Registered Public Accounting

Shareholders and Board of Directors

and Subsidiaries

New York, New York

Opinion on the Consolidated

Financial Statements

We have audited the accompanying

consolidated balance sheets of DocGo Inc.

and Subsidiaries (the “Company” and formerly known as Ambulnz, Inc.

and Subsidiaries)

as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’

equity, and cash flows for the years then ended (collectively referred to as the “consolidated financial statements”).

our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at

December 31, 2021 and 2020, and the results of its operations and comprehensive income (loss) and its cash flows for the years then ended ,

in conformity with accounting principles generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on

the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company

Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not

for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial

statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

WithumSmith+Brown, PC

have served as the Company’s auditor since 2020.

York, New York

ACQUISITION CORP.

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

/s/ Urish Popeck & Co., LLC

We have served as the Company’s auditor

Pittsburgh , PA

March 15, 2022

and Subsidiaries

CONSOLIDATED BALANCE SHEETS

Years Ended December 31,

Current assets:

Prepaid expenses

Other current assets

Cash and cash equivalents

$ 175,537,221

Accounts receivable, net of allowance of $ 7,377,389 and $ 3,193,048 as of December 31, 2021 and 2020, respectively

Prepaid expenses and other current assets

Total current assets

Cash and marketable securities held in Trust Account

Property and equipment, net

Intangibles, net

Restricted cash

Operating lease right-of-use assets

Finance lease right-of-use assets

Equity method investment

$ 309,602,652

Liabilities and Stockholders’

$ 100,172,363

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

Franchise taxes payable

Other accrued liabilities

Accrued liabilities

Line of credit

Notes payable, current

Due to seller

Operating lease liability, current

Finance lease liability, current

Total current liabilities

Deferred underwriting commissions in connection with the initial public offering

Notes payable, non-current

Operating lease liability, non-current

Finance lease liability, non-current

Warrant liabilities

Total liabilities

Commitments and Contingencies

Class A common stock, 10,688,275 shares subject to possible redemption at $10.00 per share

Stockholders’

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

The accompanying notes are an integral part of

these Consolidated Financial statements

and Subsidiaries

CONSOLIDATED BALANCE SHEETS (CONTINUED)

Years Ended December 31,

STOCKHOLDERS’ EQUITY:

Class A common stock ($ 0.0001 par value;

50,000,000 shares authorized;

811,725 shares issued and outstanding (excluding 10,688,275 shares subject to possible redemption)

Class B common stock, $0.0001 par value;

12,500,000 shares authorized;

2,875,000 shares issued and outstanding (1) (2)

500,000,000 and no par value 125,482,677 shares authorized as of December 31, 2021 and 2020, respectively;

100,133,953 and 76,489,205 shares issued and outstanding as of December 31, 2021 and 2020, respectively)

Additional paid-in-capital

Accumulated deficit

Total Stockholders’

Total Liabilities and Stockholders’

( 63,556,714 )

On October 14,

2020, the Sponsor effected a surrender of 431,250 Class B common shares to the Company for no consideration, resulting in

a decrease in the total number of Class B common shares then outstanding from 3,737,500 to 3,306,250 (see Note 4).

Effective November

16, 2020, the Sponsor forfeited 431,250 Class B common shares as a result of the underwriter waiving its over-allotment option

(see Note 3).

accompanying notes are an integral part of these financial statements.

ACQUISITION CORP.

OF OPERATIONS

THE PERIOD FROM AUGUST 11, 2020 (INCEPTION) TO DECEMBER 31, 2020

Operating and formation costs

Loss from operations

Other income:

Interest earned on marketable securities held in Trust Account

Weighted average number of Class A common shares outstanding, basic and diluted

Basic and diluted net income per Class A common share

Weighted average number of Class B common shares outstanding, basic and diluted

Basic and diluted net loss per Class B common share

On October 14,

2020, the Sponsor effected a surrender of 431,250 Class B common shares to the Company for no consideration, resulting in

a decrease in the total number of Class B common shares then outstanding from 3,737,500 to 3,306,250.

All shares and associated

amounts have been retroactively restated to reflect the share surrender (see Note 4).

November 16, 2020, the Sponsor forfeited 431,250 Class B common shares as a result of the underwriter waiving its

over-allotment option (see Note 3).

These forfeited shares are excluded from weighted average Class B common shares

accompanying notes are an integral part of these financial statements.

ACQUISITION CORP.

OF CHANGES IN STOCKHOLDERS’

THE PERIOD FROM AUGUST 11, 2020 (INCEPTION) TO DECEMBER 31, 2020

Stockholders’

Balance –

August 11, 2020 (inception)

Issuance of Class B common shares to Sponsor (1) (2)

Sale of 11,500,000 Units, net of underwriting discount and offering expenses

Sale of 2,533,333 private warrants

Forfeiture of Class B common stock

Class A common shares subject to possible redemption

( 87,300,472 )

Accumulated other comprehensive loss

Total stockholders’ equity attributable to DocGo Inc.

and Subsidiaries

Noncontrolling interests

Total stockholders’ equity

Total liabilities and stockholders’ equity

$ 309,602,652

$ 100,172,363

Balance –

December 31, 2020

On October 14,

2020, the Sponsor effected a surrender of 431,250 Class B common shares to the Company for no consideration, resulting in

a decrease in the total number of Class B common shares then outstanding from 3,737,500 to 3,306,250 (see Note 4).

Effective November

16, 2020, the Sponsor forfeited 431,250 Class B common shares as a result of the underwriter waiving its over-allotment option

(see Note 3).

accompanying notes are an integral part of these financial statements.

ACQUISITION CORP.

OF CASH FLOWS

THE PERIOD FROM AUGUST 11, 2020 (INCEPTION) TO DECEMBER 31, 2020

The accompanying notes are an integral part of

these Consolidated Financial statements.

and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

INCOME (LOSS)

Years Ended December 31,

$ 318,718,580

Cost of revenues (exclusive of depreciation and amortization, which is shown

separately below)

Operating expenses:

General and administrative

Depreciation and amortization

Legal and regulatory

Technology and development

Sales, advertising and marketing

Total expenses

Income (loss) from operations

( 14,757,683 )

Other income (expenses):

Interest income (expense), net

Gain from PPP loan forgiveness

Gain (loss) on disposal of fixed assets

Gain on remeasurement of warrant liabilities

Loss on initial equity method investment

Other income (loss)

Total other income (expense)

Net income (loss) before income tax benefit (expense)

( 14,631,769 )

Income tax expense

Net income (loss)

( 14,799,212 )

Net loss attributable to noncontrolling interests

( 4,564,270 )

Net income (loss) attributable to stockholders of DocGo Inc.

and Subsidiaries

( 14,359,944 )

Other comprehensive income (loss)

Foreign currency translation adjustment

Total comprehensive gain (loss)

$ ( 14,163,599 )

Net income (loss) per share attributable to DocGo Inc.

and Subsidiaries - Basic

Weighted-average shares outstanding - Basic

Net income (loss) per share attributable to DocGo Inc.

and Subsidiaries - Diluted

Weighted-average shares outstanding - Diluted

The accompanying notes are an integral part of

these Consolidated Financial statements.

and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

Series A Preferred Stock

Comprehensive

Noncontrolling

Stockholders’

Paid-in-Capital

Balance - January 1, 2020

$ 141,659,780

$ ( 72,940,528 )

$ ( 244,884 )

Noncontrolling interests

Stock based compensation

Foreign currency translation

Net income attributable to Noncontrolling interests

Net loss attributable to stockholders of DocGo Inc.

and Subsidiaries

( 14,359,944 )

Balance - December 31, 2020

$ 142,346,852

$ ( 87,300,472 )

Effect of reverse acquisition

Conversion of share due to merger recapitalization

( 18,099,548 )

( 22,900,719 )

( 35,488,938 )

Effect of reverse acquisition

( 87,300,472 )

Share issued for services

Exercise of cashless warrants

Issuance of shares net redemption and issuance costs of $ 9,566,304

PIPE, net of issuance costs of $ 10,396,554

Exercise of stock options

Stock based compensation

Fair value of Warrants from reverse acquisition

( 18,717,998 )

Shares purchase (Note 4)

Sponsor Earnout shares

Noncontrolling interest contribution

Foreign currency translation

Net loss attributable to Noncontrolling interests

( 4,564,270 )

Net income attributable to stockholders of DocGo Inc.

and Subsidiaries

Balance - December 31, 2021

$ 283,161,216

$ ( 63,556,714 )

$ 227,057,024

The accompanying notes are an integral part of

these Consolidated Financial statements

and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

Adjustments to reconcile net loss to net cash used in operating activities:

Interest earned on marketable securities held in Trust Account

Net Income (loss)

$ ( 14,799,212 )

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation of property and equipment

Amortization of intangible assets

Amortization of finance lease right-of-use assets

Loss (Gain) on disposal of assets

Loss from equity method investment

Gain from PPP loan forgiveness

Bad debt expense

Stock based compensation

Due to seller write off

Gain on remeasurement of warrant liabilities

( 5,199,496 )

Changes in operating assets and liabilities:

Prepaid expenses

Other current assets

Accounts receivable

( 57,996,613 )

( 16,153,948 )

Prepaid expenses and other current assets

( 2,490,564 )

Accounts payable

Franchise taxes payable

Accrued liabilities

Net cash used in operating activities

Cash flow from investing activities:

Deposit of cash into Trust Account

( 1,947,420 )

( 10,654,692 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of property and equipment

( 4,808,409 )

( 4,361,501 )

Proceeds from disposal of property and equipment

Acquisition of intangibles

( 1,849,136 )

( 1,954,745 )

Acquisition of businesses

( 1,300,000 )

Acquisition of leased assets

Investments in equity method investment

Net cash used in investing activities

( 8,589,185 )

Cash flow from financing activities:

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Warrants

Proceeds from related party note payable

Repayment of related party note payable

Payment of offering costs

Net cash provided by financing activities

Net change in cash

Cash - beginning of the period

Cash - end of the period

Supplemental disclosure of noncash investing and financing activities:

Deferred offering costs paid by related party in exchange for issuance of Class B common stock

Deferred offering costs included in other accrued liabilities

accompanying notes are an integral part of these financial statements.

ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

FROM INCEPTION (AUGUST 11, 2020) TO DECEMBER 31, 2020

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Acquisition Corp.

(the “Company”) is a blank check company incorporated in Delaware on August 11, 2020.

The Company’s

sponsor is Motion Acquisition LLC, a Delaware limited liability company (the “Sponsor”).

The Company’s

fiscal year end is December 31.

Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization,

reorganization or other similar business combination with one or more businesses or entities.

The Company is not limited to a

particular industry or geographic region for purposes of consummating a business combination.

The Company has neither engaged

in any operations nor generated revenue to date.

Company’s management has broad discretion with respect to the specific application of the net proceeds of its initial public

offering of units (the “Initial Public Offering”), although substantially all of the net proceeds of the Initial Public

Offering are intended to be generally applied toward completing a business combination.

Furthermore, there is no assurance that

the Company will be able to successfully complete a business combination.

Business Combination

March 8, 2021, the Company entered into a merger agreement with Ambulnz, Inc.

The proposed business combination is subject to

the approval of both companies’

stockholders, obtaining the required regulatory approvals, and the fulfillment of other

See Note 9 for a further description of this proposed business combination.

registration statement for the Company’s Initial Public Offering was declared effective on October 14, 2020.

19, 2020, the Company consummated its Initial Public Offering of 11,500,000 units (the “Units”

with respect to the Class A common stock included in the Units being offered, the “Public Shares”) at $10.00

per Unit, generating gross proceeds of $115.0 million, and incurring offering costs of approximately $6.7 million, inclusive

of $4.0 million in deferred underwriting commissions (Note 3).

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”)

of 2,533,333 warrants (each, a “Private Placement Warrant”

and collectively, the “Private Placement

Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross

proceeds of $3.8 million (Note 4).

Company granted the underwriter a 45-day option from the date of Initial Public Offering to purchase up to 1,725,000 additional

Units to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions.

2020, the underwriter advised the Company that it had elected to not exercise the over-allotment option (Note 3).

the closing of the Initial Public Offering and the Private Placement, $115.0 million ($10.00 per Unit) of the net proceeds

of the sale of the Units in the Initial Public Offering and Private Placement Warrants in the Private Placement were placed in

a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company

acting as trustee.

The proceeds held in the Trust Account will either be held as cash or invested only in U.S.

“government

securities,”

within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days

or less, or in money market funds meeting certain conditions under the Investment Company Act, which invest only in direct U.S.

government treasury obligations, as determined by the Company, until the earlier of:

(i) the completion of a business combination

and (ii) the distribution of the Trust Account as described below.

to stock exchange listing rules, the Company must complete an initial business combination with one or more target businesses

that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding

the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement

to enter into the initial business combination.

However, the Company will only complete a 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 it not to be required to register as an investment company under the Investment Company Act

of 1940, as amended (the “Investment Company Act”).

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

on the funds that may be released to the Company to pay taxes, none of the funds held in the Trust Account will be released until

the earliest of:

(i) the completion of the business combination;

(ii) the redemption of any of Public Shares to its holders (the

“Public Stockholders”) properly tendered in connection with a stockholder vote to amend certain provisions of the

Company’s amended and restated certificate of incorporation prior to an initial business combination and (iii) the redemption

of 100% of the Public Shares if the Company does not complete a business combination within the Combination Period (as defined

Company, having signed a definitive agreement for an initial business combination (Note 9), will either (i) seek stockholder approval

of the business combination at a meeting called for such purpose in connection with which Public Stockholders may seek to redeem

their Public shares, regardless of whether they vote for or against the business combination or do not vote at all, for cash equal

to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior

to the consummation of the initial business combination, including interest earned on the funds held in the Trust Account and

not previously released to the Company to pay its taxes, or (ii) provide the Public Stockholders with the opportunity to sell

their shares to the Company by means of a tender offer for an amount in cash equal to their pro rata share of the aggregate amount

then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination,

including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes.

As a result, such redeemable common stock was recorded at redemption value and classified as temporary equity upon the completion

of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard

Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

Except as required by applicable

law, the decision as to whether the Company will seek stockholder approval of the business combination or will allow stockholders

to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of

factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to

seek stockholder approval.

If the Company seeks stockholder approval, it will complete its business combination only if a majority

of the outstanding shares of common stock voted are voted in favor of the business combination.

However, in no event will the

Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 either immediately

prior to or upon consummation of the Company’s initial business combination.

In such case, the Company would not proceed

with the redemption of its Public Shares and the related business combination, and instead may search for an alternate business

Company will have 24 months from the closing of the Initial Public Offering, or October 19, 2022, to complete its initial

business combination (the “Combination Period”).

If the Company does not complete a business combination within this

period of time (and stockholders do not approve an amendment to the Company’s amended and restated certificate of incorporation

to extend this date), it will (i) cease all operations except for the purpose of winding up;

(ii) as promptly as reasonably possible

but not more than ten 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 the Company to pay its 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 Stockholder’s rights

as stockholders (including the right to receive further liquidating distributions, if any);

and (iii) as promptly as reasonably

possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors,

dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to

provide for claims of creditors and the requirements of other applicable law.

The Company’s Sponsor and the Company’s

officers and directors have entered into agreements with the Company, pursuant to which they have waived their rights to participate

in any redemption with respect to their Founder Shares (as defined below) in the event the Company does not complete a business

combination within the required time period;

provided, however, if the Sponsor or any of the Company’s officers, directors

or affiliates acquire Public Shares after the Initial Public Offering, they will be entitled to a pro rata share of the Trust

Account upon the Company’s redemption or liquidation in the event the Company does not complete a business combination within

the Combination Period.

In the event of such distribution, it is possible that the per share value in the Trust Account will be

less than the Initial Public Offering price per Unit of $10.00.

( 6,040,022 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from revolving credit line

Repayments of revolving credit line

( 8,000,000 )

Repayments of notes payable

Due to seller

Noncontrolling interest contributions

Acquisition of UK Ltd remaining 20% shares

Proceeds from exercise of stock options

Issuance costs related to merger recapitalization

( 19,961,460 )

Proceeds from issuance of Class A common stock, net of transaction cost

Payments on obligations under finance lease

( 2,216,309 )

( 1,479,722 )

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash and cash equivalents

Net increase (decrease) in cash and restricted cash

( 17,310,462 )

Cash and restricted cash at beginning of period

Cash and restricted cash at end of period

$ 179,105,730

The accompanying notes are an integral part of

these Consolidated Financial statements

and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

Years Ended December 31,

Supplemental disclosure of cash and non-cash transactions:

Cash paid for interest

Cash paid for interest on finance lease liabilities

Cash paid for income taxes

Right-of-use assets obtained in exchange for lease liabilities

Fixed assets acquired in exchange for notes payable

Due to Seller non cash

Gain from PPP loan forgiveness

Reconciliation of cash and restricted cash

$ 175,537,221

Restricted Cash

Total cash and restricted cash shown in statement of cash flows

$ 179,105,730

Non-cash investing activities Acquisition of business funded by acquisition payable

The accompanying notes are an integral part of

these Consolidated Financial statements

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Description of Organization and Business

On November 5, 2021 (the “Closing Date”),

DocGo Inc., a Delaware corporation (formerly known as Motion Acquisition Corp) (prior to the Closing Date, “Motion” and after

the Closing Date, “DocGo”), consummated the previously announced business combination (the “Closing”) pursuant

to that certain Agreement and Plan of Merger dated March 8, 2021 (the “Merger Agreement”), by and among Motion Acquisition

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

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

In connection with the Closing,

the registrant changed its name from Motion Acquisition Corp.

to DocGo Inc.

As contemplated by the Merger Agreement and as

described in Motion’s definitive proxy statement/consent solicitation/prospectus filed with the U.S.

Securities and Exchange Commission

(the “SEC”) on October 14, 2021 (the “Prospectus”), Merger Sub was merged with and into Ambulnz, with Ambulnz

continuing as the surviving corporation (the “Merger” and, together with the other transactions contemplated by the Merger

Agreement, the “Business Combination”).

As a result of the Merger, Ambulnz is a wholly-owned subsidiary of DocGo and each

share of Series A preferred stock of Ambulnz, no par value (“Ambulnz Preferred Stock”), Class A common stock of Ambulnz, no

par value (“Ambulnz Class A Common Stock”), and Class B common stock of Ambulnz, no par value (“Ambulnz Class B Common

Stock,” together with Ambulnz Class A Common Stock, “Ambulnz Common Stock”) was cancelled and converted into the right

to receive a portion of merger consideration issuable as common stock of DocGo, par value $ 0.0001 (“Common Stock”), pursuant

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

In connection with the Business Combination, the

Company raised $ 158.0 million of net proceeds.

This amount was comprised of $ 43.4 million of cash held in Motion’s trust account

from its initial public offering, net of DocGo’s transaction costs and underwriters’ fees of $ 9.6 million, and $ 114.6 million

of cash in connection with the PIPE Financing, net of transaction fees of $ 10.4 million.

These transaction costs consisted of banking,

legal, and other professional fees which were recorded as a reduction to additional paid-in capital.

and Subsidiaries (collectively, the

“Company”) is a healthcare transportation and Mobile Health services company (“Mobile Health”) that uses proprietary

dispatch and communication technology to provide quality healthcare transportation and healthcare services in major metropolitan cities

in the United States and the United Kingdom.

Mobile Health performs in-person care directly to patients in the comfort of their homes,

workplaces and other non-traditional locations.

Ambulnz, LLC was originally formed in Delaware

on June 17, 2015, as a limited liability company.

On November 1, 2017, with an effective date of January 1, 2017, Ambulnz converted its

legal structure from a limited liability company to a C-corporation and changed its name to Ambulnz, Inc.

Ambulnz is the sole owner of

Ambulnz Holdings, LLC (“Holdings”) which was formed in the state of Delaware on August 5, 2015, as a limited liability company.

Holdings is the owner of multiple operating entities incorporated in various states in the United States as well as within England and

Wales, United Kingdom.

Summary of Significant Accounting Policies

of presentation

accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United

States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and

Exchange Commission (“SEC”).

preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and

assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at

the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect

of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered

in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual

results could differ significantly from those estimates.

Growth Company

Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act of 1933, as amended (the

“Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and

it 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 attestation

requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation

in its 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.

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 an emerging growth 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

The Company has 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, the Company, 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 the Company’s financial statements with another public company which 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.

Basis of Presentation

The accompanying consolidated financial statements

are presented in conformity with accounting principles generally accepted in the United States of America (“U.S.

pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

The consolidated financial statements

include the accounts and operations of the Company and its wholly owned subsidiaries.

All intercompany accounts and transactions are eliminated

upon consolidation.

Noncontrolling interests (“NCI”) on the consolidated statements of financial condition represents the

portion of consolidated joint ventures and a variable interest entity in which the Company does not have direct equity ownership.

and transactions between consolidated entities have been eliminated.

Certain amounts in the prior years’ consolidated statements

of changes in stockholders’ equity and statements of cash flows have been reclassified to conform to the current year presentation.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Pursuant to the Business Combination, the merger

between Motion and Ambulnz, Inc.

was accounted for as a reverse recapitalization in accordance with U.S.

GAAP (the “Reverse Recapitalization”).

Under this method of accounting, Motion was treated as the “acquired” company for financial reporting purposes.

for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Ambulnz, Inc.

stock for the net assets of Motion,

accompanied by a recapitalization.

The net assets of Motion are stated at historical cost, with no goodwill or other intangible assets

The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Ambulnz, Inc.

The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Business Combination,

have been retroactively restated as shares reflecting the exchange ratio (645.1452 to 1) established in the Business Combination.

Ambulnz, Inc.

was determined to be the accounting acquirer in the transaction, as such, the acquisition is considered a business combination

under Accounting Standards Codification (“ASC”), Topic 805, Business Combinations, (“ASC 805”) and was accounted

for using the acquisition method of accounting.

Principles of Consolidation

The accompanying Consolidated Financial statements

include the accounts of DocGo Inc and its subsidiaries.

All significant intercompany transactions and balances have been eliminated in

these Consolidated Financial statements.

The Company holds a variable interest which contracts

with physicians and other health professionals in order to provide services to the Company.

MD1 Medical Care P.C.

is considered a variable interest entity (“VIE”) since it does not have sufficient equity to finance its activities without

additional subordinated financial support.

An enterprise having a controlling financial interest in a VIE must consolidate the VIE if

it has both power and benefits—that is, it has (1) the power to direct the activities of a VIE that most significantly impacts

the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant

to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits).

The Company has

the power and rights to control all activities of MD1 and funds and absorbs all losses of the VIE and appropriately consolidates MD1.

Total revenue for the VIE amounted to $ 477,654 as of December 31, 2021.

Net loss for the VIE was $ 122,982 as of December 31, 2021.

The VIE’s total assets, all of which were current, amounted to $ 481,338

on December 31, 2021.

Total liabilities, all of which were current for the VIE, was $ 906,444 on December 31, 2021.

The VIE’s total

stockholders’ deficit was $ 425,106 on December 31, 2021.

The Company made payments of $ 1,746,736 and $ 298,404 to MD1 and its affiliates

during the years ended December 31, 2021 and 2020, respectively.

Foreign Currency

Assets and liabilities of non-U.S.

that operate in a local currency environment, where that local currency is the functional currency, are translated to U.S.

exchange rates in effect at the balance sheet date, with the resulting translation adjustments directly recorded to a separate component

of accumulated other comprehensive income.

Income and expense accounts are translated at average exchange rates during the year.

Remeasurement

adjustments are recorded in other income (loss), net.

The effect of foreign currency exchange rates on cash and cash equivalents was not

material for any of the fiscal years presented.

Use of Estimates

The preparation of financial statements requires

management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and the disclosure of

contingent assets and liabilities in its financial statements and the reported amounts of expenses during the reporting period.

significant estimates in the Company’s financial statements relate to revenue recognition related to the allowance for doubtful

accounts, stock options and stock based compensation, calculations related to the incremental borrowing rate for the Company’s lease agreements,

estimates related to ongoing lease terms, software development costs, impairment of long-lived assets, goodwill and indefinite-lived intangible

assets, business combinations, reserve for losses within the Company’s insurance deductible, income taxes, and deferred income tax.

These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable

under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities

and the recording of expenses that are not readily apparent from other sources.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Actual results may differ materially and adversely

from these estimates.

To the extent there are material differences between the estimates and actual results, the Company’s future

results of operations will be affected.

Concentration of Credit Risk and Off-Balance

The Company is potentially subject to concentration

of credit risk with respect to its cash, cash equivalents and restricted cash, which the Company attempts to minimize by maintaining cash,

cash equivalents and restricted cash with institutions of sound financial quality.

At times, cash balances may exceed limits federally

insured by the Federal Deposit Insurance Corporation (“FDIC”).

The Company believes it is not exposed to significant credit

risk due to the financial strength of the depository institutions in which the funds are held.

The Company has no financial instruments

with off-balance sheet risk of loss.

Major Customers

The Company has one customer that accounted for

approximately 23 % of revenue and 26 % of net accounts receivable, and one customer that accounted for 26 % of revenues and 24 % of net accounts

receivable for the year ended December 31, 2021.

In 2020, no single customer accounted for more than 10 % of revenue or net accounts receivable.

The Company expects to maintain its relationship with these customers.

The Company has one vendor that accounted for

approximately 11 % of cost of sales for the years ended December 31, 2021 and 2020.

The Company expects to maintain this relationship with

the vendor and believe the services provided from this vendor are available from alternatives sources.

Emerging Growth Company

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart

our Business Startups Act of 2012 (the “JOBS Act”), and it 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 attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations

regarding executive compensation in its 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.

Further, 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 an emerging

growth 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.

The Company has 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, the Company,

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 the Company’s financial statements with another public company which 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.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

and Cash Equivalents

consists of proceeds from the sale of the Private Placement Warrants held outside of the Trust Account which may be used to pay

for operating expenses, including expenses associated with identifying target businesses and consummating an initial business

The Company considers cash equivalents to be all short-term investments with an original maturity of three months

or less when purchased.

The Company did not have any cash equivalents as of December 31, 2020.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution

which, at times, may exceed the Federal depository insurance coverage of $250,000.

The Company has not experienced losses on these

accounts and management believes the Company is not exposed to significant risks on such accounts.

At December 31, 2020,

the assets held in the Trust Account were substantially all held in U.S.

Treasury Bills.

and cash equivalents include all highly liquid investments with an original maturity of three months or less.

The Company maintains its

cash and cash equivalents with financial institutions in the United States.

The accounts at financial institutions in the United States

are insured by the Federal Deposit Insurance Corporation (“FDIC”) and are in excess of FDIC limits.

The Company had cash balances

of approximately $ 803,000 and $ 323,000 with foreign financial institutions on December 31, 2021 and 2020, respectively.

and cash equivalents subject to contractual restrictions and not readily available are classified as restricted cash in the consolidated

balance sheets.

Restricted cash is classified as either a current or non-current asset depending on the restriction period.

is required to pledge or otherwise restrict a portion of cash and cash equivalents as collateral for the line of credit, transportation

equipment leases and a standby letter of credit as required by its insurance carrier (see Notes 8 and 14).

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair

Value Measurements and Disclosures,”

approximates the carrying amounts represented in the balance sheet primarily due to

their short-term nature.

Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes”

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences

between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred income

tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those

temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in

tax rates is recognized in income during the period that included the enactment date.

Valuation allowances are established, when

necessary, to reduce deferred tax assets to the amount expected to be realized.

assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or

all of the deferred tax assets will be realized.

The ultimate realization of deferred tax assets is dependent upon the generation

of future taxable income during the period in which those temporary differences become deductible.

Management considers the scheduled

reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment.

the future realization of tax benefits is not considered to be more likely than not, the Company provided a full valuation allowance

for the deferred tax assets at December 31, 2020.

Income (Loss) Per Common Share

income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average

number of common shares outstanding during the period, excluding shares subject to forfeiture.

The Company has not considered

the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of approximately

6,360,000 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive

under the treasury stock method.

As a result, diluted earnings per share is the same as basic earnings per share for the period

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 of $20,078 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 of $148,751, adjusted

for income allocated to the Class A shares of $20,078, by the weighted average number of Class B shares outstanding during the

Accounting Pronouncements

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

a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

19, 2020, the Company consummated its Initial Public Offering of 11,500,000 Units at $10.00 per Unit, generating

gross proceeds of $115.0 million, and incurring offering costs of approximately $6.7 million, inclusive of $4.0 million

in deferred underwriting commissions.

Upon the closing of the Initial Public Offering and the Private Placement, $115.0

million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement

Warrants in the Private Placement were placed in the Trust Account.

Unit consists of one of the Company’s shares of Class A common stock, $0.0001 par value, and one-third of one redeemable

warrant (the “Public Warrants”

and, collectively with the Private Placement Warrants, the “Warrants”).

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

to adjustment under certain circumstances.

Company granted the underwriter a 45-day option to purchase up to 1,725,000 additional Units to cover any over-allotments,

at the Initial Public Offering price less the underwriting discounts and commissions.

On November 16, 2020, the underwriter advised

the Company that it would not exercise the over-allotment option, and consequently 431,250 Class B common shares were forfeited,

resulting in a decrease in the total number of Class B common shares outstanding from 3,306,250 to 2,875,000, such that the Founder

Shares (as defined below) will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering.

underwriter was entitled to an underwriting discount of $0.20 per unit, or $2.3 million in the aggregate, paid upon the closing

of the Initial Public Offering.

In addition, $0.35 per unit, or approximately $4.0 million in the aggregate, will be payable

to the underwriter for deferred underwriting commissions from the amounts held in the Trust Account solely in the event that the

Company completes an initial business combination, subject to the terms of the underwriting agreement.

RELATED PARTY TRANSACTIONS

August 12, 2020, the Company’s Chief Executive Officer paid for certain offering costs for an aggregate price of $25,000

in exchange for issuance of 3,737,500 shares of Class B common stock, par value $0.0001 per share (the “Founder Shares”),

issued to the Sponsor.

On October 14, 2020, the Sponsor effected a surrender of 431,250 Class B common shares to the Company for

no consideration, resulting in a decrease in the total number of Class B common shares outstanding from 3,737,500 to 3,306,250.

On November 16, 2020, the underwriter advised the Company that it would not exercise its over-allotment option to purchase additional

shares, and consequently 431,250 Class B common shares were forfeited, resulting in a decrease in the total number of Class B

common shares outstanding from 3,306,250 to 2,875,000 such that the Founder Shares represent 20.0% of the Company’s issued

and outstanding shares after the Initial Public Offering.

The Class B common stock shares were allocated among the Company’s

officers, certain directors as well as to certain third parties.

Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier

(A) one year after the completion of the initial business combination and (B) subsequent to the initial business

combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for

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

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

merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders

having the right to exchange their shares of common stock for cash, securities or other property.

Placement Warrants

Simultaneously

with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 2,533,333 Private Placement Warrants

at a price of $1.50 per Private Placement Warrants, generating gross proceeds of $3.8 million in the Private Placement.

Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject

to adjustment.

A portion of the proceeds from the sale of the Private Placement Warrants was added to the net proceeds from the

Initial Public Offering to be held in the Trust Account.

If the Company does not complete a business combination within the Combination

Period, the Private Placement Warrants will expire worthless.

The Private Placement Warrants will be non-redeemable for cash

(subject to certain exceptions) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

Private Placement Warrants (and the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be

transferable, assignable or salable until 30 days after the completion of the initial business combination (subject to certain

August 18, 2020, the Sponsor agreed to loan the Company up to an aggregate of $150,000 pursuant to an unsecured Note Payable to

cover expenses related to the Initial Public Offering.

This loan was payable without interest upon the completion of the Initial

Public Offering.

The Company borrowed approximately $71,000 under the Note Payable and fully repaid the borrowings on October

Capital Loans

order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination,

the Company’s officers, directors and their affiliates may, but are not obligated to, loan the Company funds as may be required

(the “Working Capital Loans”).

Up to $1.5 million of such Working Capital Loans may be convertible into warrants

of the post-business combination entity at a price of $1.50 per warrant at the option of the lender.

Such warrants would be identical

to the Private Placement Warrants.

Except for the foregoing, the terms of such loans, if any, have not been determined and no

written agreements exist with respect to such loans to date.

The Company had no borrowings under the Working Capital Loans at

December 31, 2020.

COMMITMENTS AND CONTINGENCIES

Sponsor is entitled to registration rights with respect to the Founder Shares, Private Placement Warrants and any additional warrants

that may be issued upon conversion of working capital loans pursuant to a registration rights agreement.

The Sponsor will be entitled

to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under

the Securities Act.

In addition, Sponsor will have “piggy-back”

registration rights to include their securities in

other registration statements filed by the Company.

The Company will bear the expenses incurred in connection with the filing

of any such registration statements.

STOCKHOLDERS’

A Common Stock —The Company is authorized to issue 50,000,000 shares of Class A common stock with a par shares

value of $0.0001 per share.

At December 31, 2021, there were 811,725 shares of Class A common stock issued and outstanding, excluding

10,688,275 shares of Class A common stock subject to possible redemption.

B Common Stock —The Company is authorized to issue 12,500,000 shares of Class B common stock with a par value

of $0.0001 per share.

Holders of the Company’s Class B common stock are entitled to one vote for each share.

31, 2020, there were 2,875,000 shares of Class B common stock issued and outstanding.

shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial business

combination, or earlier at the option of the holder, on a one-for-one basis (subject to adjustment for stock splits, stock

dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as described herein).

that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the

amounts issued in the Initial Public Offering and related to the closing of the initial business combination (including pursuant

to a specified future issuance), the ratio at which shares of Class B common stock shall convert into shares of Class A common

stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to

waive such adjustment with respect to any such issuance or deemed issuance, including pursuant to a specified future issuance)

so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal,

in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding

upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued

or deemed issued in connection with the Company’s initial business combination (excluding any shares or equity-linked securities

issued or issuable to any seller in the initial business combination).

stock —The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per

At December 31, 2020, there were no shares of preferred stock issued or outstanding.

Warrants —Public

Warrants may only be exercised for a whole number of shares.

No fractional Public Warrants will be issued upon separation of the

Units and only whole Public Warrants will trade.

After giving effect to the separation of all Units into the constituent Class

A common shares and fractional warrants, there would be 3,833,333 Public Warrants outstanding before giving effect to the reduction

resulting from not issuing fractional warrants upon separation of Units.

The Public Warrants will become exercisable on the later

of (a) 30 days after the completion of a business combination and (b) 12 months from the closing of the Initial Public Offering;

provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance

of the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them

is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of

the state of residence of the holder (or the Company permits holders to exercise their Public Warrants on a cashless basis under

certain circumstances).

The Company has agreed that as soon as practicable, but in no event later than 15 business days after

the closing of the initial business combination, the Company will use its reasonable best efforts to file, and within 60 business

days following the initial business combination to have declared effective, a registration statement under the Securities Act

covering the issuance of the shares of Class A common stock issuable upon exercise of the Warrants and 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;

provided that, if the 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, the Company may, at its option, require holders of Public Warrants who exercise their Warrants to do so on a “cashless

in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be

required to file or maintain in effect a registration statement, but it will be required to use its best efforts to register or

qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Warrants will have an exercise price of $11.50 per share, subject to adjustment, and will expire five years after the completion

of a business combination or earlier upon redemption or liquidation.

addition, if (x) the Company issues additional shares or equity-linked securities for capital raising purposes in connection

with the closing of the initial business combination at an issue price or effective issue price of less than $9.20 per share (as

adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (with

such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the

case of any such issuance to the Company’s Sponsor or to its officers, directors or their affiliates, without taking into

account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross

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

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

and (z) the volume weighted average trading price of the Company’s shares of Class A common stock during the 20 trading

day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such

price, the “Market Value”) is below $9.20 per share, the exercise price of each Warrant will be adjusted (to the nearest

cent) such that the effective exercise price per full share will be equal to 115% of the higher of (i) the Market Value and (ii)

the Newly Issued Price, and the $18.00 per-share redemption trigger price described below will be adjusted (to the nearest

cent) to be equal to 180% of the higher of (i) the Market Value and (ii) the Newly Issued Price.

2,533,333 Private Placement Warrants are identical to the Public Warrants, except that (1) the Private Placement Warrants and

the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable

or salable until 30 days after the completion of a business combination, subject to certain limited exceptions, (2) the Private

Placement Warrants will be non-redeemable (subject to certain exceptions) and exercisable on a cashless basis so long as

they are held by the Sponsor or its permitted transferees and (3) the Sponsor and its permitted transferees will also have certain

registration rights related to the Private Placement Warrants (including the shares of Class A common stock issuable upon exercise

of the Private Placement Warrants).

If the Private Placement Warrants are held by someone other than the Sponsor or its permitted

transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis

as the Public Warrants.

the Warrants become exercisable, the Company may redeem the outstanding Warrants (except for the Private Placement Warrants):

in whole and not

at a price of $0.01

upon a minimum of

30 days’

prior written notice of redemption;

if, and only if,

the last reported sale price of the 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

commencing once the Warrants become exercisable and ending on the third trading day prior to the date on which the Company

sends the notice of redemption to the Warrant holders.

the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise

the Public Warrants to do so on a “cashless basis,”

as described in the warrant agreement.

ninety days after the Warrants become exercisable, the Company may redeem the outstanding Warrants:

in whole and not

at $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

on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference

to an agreed table based on the redemption date and the “fair market value”

of the Company’s Class A common

if, and only if,

the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for

stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which

the Company sends the notice of redemption to the Warrant holders;

if, and only if,

the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants,

as described above;

if, and only if,

there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other

than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company

is not the surviving company in the initial business combination) issuable upon exercise of the Warrants and a current prospectus

relating thereto available throughout the 30-day period after written notice of redemption is given.

“fair market value”

of the Class A common stock for this purpose shall mean the average last reported sale price of

the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption

is sent to the holders of Warrants.

no event will the Company be required to net cash settle any Warrant.

If the Company is unable to complete a business combination

within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive

any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held

outside of the Trust Account with the respect to such Warrants.

Accordingly, the Warrants may expire worthless.

FAIR VALUE MEASUREMENTS

Company classifies its U.S.

Treasury and equivalent securities as held-to-maturity in accordance with ASC 320 “Investments

‒ Debt and Equity Securities.”

Held-to-maturity securities are those securities which the Company has the ability

and intent to hold until maturity.

Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance

sheet and adjusted for the amortization or accretion of premiums or discounts.

December 31, 2020, assets held in the Trust Account were comprised of $743 in cash and $115,019,335 in U.S.

Treasury Bills.

the period ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account to pay its franchise

taxes and income taxes.

fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company

would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an

orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets

and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and

to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable

inputs used in order to value the assets and liabilities:

820, Fair Value Measurements , provides guidance on the development and disclosure of fair value measurements.

Under this accounting

guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer

a liability in an orderly transaction between market participants at the measurement date.

As such, fair value is a market-based measurement

that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes:

prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which

transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing

inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar

assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset

or liability.

gross holding gains and fair value of held-to-maturity securities at December 31, 2020 are as follows:

Held-To-Maturity Securities

Carrying Value at December 31,

Gross Unrealized

Fair Value - Quoted Prices in Active Markets

Treasury Bills (mature on February 18, 2021)

other than Level 1 prices for similar assets or liabilities that are directly or indirectly

observable in the marketplace.

inputs which are supported by little or no market activity and values determined using pricing

models, discounted cash flow methodologies, or similar techniques, as well as instruments

for which the determination of fair value requires significant judgment or estimation.

value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of

December 31, 2021 and December 31, 2020.

For certain financial instruments, including cash and cash equivalents, accounts receivable,

prepaid expenses and other current assets, restricted cash, accounts payable and accrued expenses, and due to seller, the carrying amounts

approximate their fair values as it is short term in nature.

The notes payable are presented at their carrying value, which based on

borrowing rates currently available to the Company for loans with similar terms, approximates its fair values.

Company contracts with hospitals, healthcare facilities, businesses, State and local Government entities, and insurance providers to

transport patients and to provide Mobile Health services at specified rates.

Accounts receivable consist of billings for transportation

and healthcare services provided to patients.

The billings will either be paid or settled on the patient’s behalf by health insurance

providers, managed care organizations, treatment facilities, government sponsored programs, businesses or patients directly.

receivable are net of insurance provider contractual allowances which are estimated at the time of billing based on contractual terms

or other arrangements.

Accounts receivables are periodically evaluated for collectability based on past credit history with payors and

their current financial condition.

Changes in the estimated collectability of account receivable are recorded in the results of operations

for the period in which the estimate is revised.

Accounts receivable deemed uncollectible are offset against the allowance for uncollectible

The Company generally does not require collateral for accounts receivables.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

and Equipment

and equipment are stated at cost, net of accumulated depreciation and amortization.

When an item is sold or retired, the costs and related

accumulated depreciation or amortization are eliminated, and the resulting gain or loss, if any, is recorded in operating expenses in

the consolidated statement of operations.

The Company provides for depreciation and amortization using the straight-line method over

the estimated useful lives of the respective assets.

A summary of estimated useful lives is as follows:

equipment and furniture

Shorter of useful life of asset or lease term

for repairs and maintenance are charged to expense as incurred.

Expenditures that improve an asset or extend its estimated useful life

are capitalized.

Development Costs

incurred during the preliminary project stage, maintenance costs and routine updates and enhancements of products are charged to expense

The Company capitalizes software development costs intended for internal use in accordance with ASC 350-40, Internal-Use

Costs incurred in developing the application of its software and costs incurred to upgrade or enhance product functionalities

are capitalized when it is probable that the expenses would result in future economic benefits to the Company and the functionalities

and enhancements are used for their intended purpose.

Capitalized software costs are amortized over its useful life.

useful lives of software development activities are reviewed annually or whenever events or changes in circumstances indicate that intangible

assets may be impaired and adjusted as appropriate to reflect upcoming development activities that may include significant upgrades or

enhancements to the existing functionality.

Company accounts for its business combinations under the provisions of ASC 805-10, Business Combinations (“ASC 805-10”),

which requires that the acquisition method of accounting be used for all business combinations.

Assets acquired and liabilities assumed,

including NCI, are recorded at the date of acquisition at their respective fair values.

ASC 805-10 also specifies criteria that intangible

assets acquired in a business combination must meet to be recognized and reported apart from goodwill.

represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination.

If the business combination provides for contingent consideration, the Company records the contingent consideration at fair value at

the acquisition date and any changes in fair value after the acquisition date are accounted for as measurement-period adjustments.

in fair value of contingent consideration resulting from events after the acquisition date, such as earn-outs, are recognized as follows:

1) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement

is accounted for within equity, or 2) if the contingent consideration is classified as a liability, the changes in fair value are recognized

For transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain

The Company capitalizes acquisition-related costs and fees associated with asset acquisitions and immediately expenses acquisition-related

costs and fees associated with business combinations.

estimated fair value of net assets to be acquired, including the allocation of the fair value to identifiable assets and liabilities,

is determined using established valuation techniques.

Management uses assumptions on the basis of historical knowledge of the business

and projected financial information of the target.

These assumptions may vary based on future events, perceptions of different market

participants and other factors outside the control of management, and such variations may be significant to estimated values.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

of Long-Lived Assets

Company evaluates the recoverability of the recorded amount of long-lived assets, primarily property and equipment and finite-lived intangible

assets, whenever events or changes in circumstance indicate that the recorded amount of an asset may not be fully recoverable.

An impairment

is assessed when the undiscounted expected future cash flows derived from an asset are less than its carrying amount.

If an asset is

determined to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds

its fair value.

Assets targeted for disposal are reported at the lower of the carrying amount or fair value less cost to sell.

periods ending December 31, 2021 and 2020, management determined that there was no impairment loss required to be recognized for the

carrying value of long-lived assets.

and Indefinite-Lived Intangible Assets

represents the excess of the purchase price of an acquired business over the fair value of amounts assigned to assets acquired and liabilities

Goodwill and indefinite-lived intangible assets, consisting primarily of operating licenses, are not amortized, but are evaluated

for impairment on an annual basis, or on an interim basis when events or changes in circumstances indicate that the carrying value may

not be recoverable.

In assessing the recoverability of goodwill and indefinite-lived intangible assets, the Company makes assumptions

regarding the estimated future cash flows, including forecasted revenue growth, projected gross margin and the discount rate to determine

the fair value of these assets.

If these estimates or their related assumptions change in the future, the Company may be required to

record impairment charges against these assets in the reporting period in which the impairment is determined.

Company tests goodwill for impairment at the reporting unit level, which is one level below the operating segment.

The Company has the

option of performing a qualitative assessment to determine whether further impairment testing is necessary before performing the one-step

quantitative assessment.

If as a result of the qualitative assessment, it is more-likely-than-not that the fair value of a reporting

unit is less than its carrying amount, a quantitative impairment test will be required.

Otherwise, no further testing will be required.

If a quantitative impairment test is performed, the Company compares the fair values of the applicable reporting units with their aggregate

carrying values, including goodwill.

Estimating the fair value of the reporting units requires significant judgment by management.

the carrying amount of a reporting unit exceeds the fair value of the reporting unit, goodwill impairment is recognized.

excess in carrying value over the estimated fair value is recorded as impairment loss and charged to the results of operations in the

period such determination is made.

For the periods ended December 31, 2021 and 2020, management determined that there was no impairment

loss required to be recognized in the carrying value of goodwill or other intangible assets.

The Company selected December 31 as

its annual testing date.

costs associated with the line of credit are deferred and recognized over the term of the Line of Credit as interest expense.

Warrant Liabilities

Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates

all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain

features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15.

The classification of derivative instruments, including

whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period.

The Company accounts for its 6,366,638 common

stock warrants issued in connection with its initial public offering ( 3,833,305 ) and Private Placement ( 2,533,333 ) as derivative warrant

liabilities in accordance with ASC 815-40.

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and

adjusts the instruments to fair value at each reporting period.

The liabilities are subject to remeasurement at each balance sheet date

until exercised, and any change in fair value is recognized in the Company’s statement of operations.

The fair value of warrants

issued by the Company in connection with the reverse merger was valued at the current market price at the transaction date and revalued

at December 31, 2021.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Party Transactions

Company defines related parties as affiliates of the company, entities for which investments are accounted for by the equity method,

trusts for the benefit of employees, principal owners (beneficial owners of more than 10 % of the voting interest), management, and members

of immediate families of principal owners or management, other parties with which the company may deal with if one party controls or

can significantly influence management or operating policies of the other to an extent that one of the transacting parties might be prevented

from fully pursuing its own separate interests.

party transactions are recorded within operating expenses in the Company’s statement of operations.

For details regarding the related

party transactions that occurred during the periods ended December 31, 2021 and 2020, refer to Note 16.

January 1, 2019, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (“ASC 606”), as amended.

determine revenue recognition for contractual arrangements that the Company determines are within the scope of ASC 606, the Company performs

the following five steps:

(1) identify each contract with a customer;

(2) identify the performance obligations in the contract;

(3) determine

the transaction price;

(4) allocate the transaction price to performance obligations in the contract;

and (5) recognize revenue when

(or as) the relevant performance obligation is satisfied.

The Company only applies the five-step model to contracts when it is probable

that the Company will collect the consideration it is entitled to in exchange for the goods or services the Company provides to the customer.

The Company generates revenues from the provision

of (1) ambulance and medical transportation services (“Transportation Services”) and (2) Mobile Health services.

simultaneously receives and consumes the benefits provided by the Company as the performance obligations are fulfilled, therefore the

Company satisfies performance obligations immediately.

The Company has utilized the “right to invoice” expedient which allows

an entity to recognize revenue in the amount of consideration to which the entity has the right to invoice when the amount that the Company

has the right to invoice corresponds directly to the value transferred to the customer.

Revenues are recorded net of an estimated contractual

allowances for claims subject to contracts with responsible paying entities.

The Company estimates contractual allowances at the time

of billing based on contractual terms, historical collections, or other arrangements.

All transaction prices are fixed and determinable

which includes a fixed base rate, fixed mileage rate and an evaluation of historical collections by each payer.

of Our Services

is primarily derived from:

Transportation

These services encompass both emergency response and non-emergency transport

Non-emergency transport services include ambulance transports and wheelchair transports.

Net revenue from transportation services is derived from the transportation of patients based

on billings to third party payors and healthcare facilities.

Health Services :

These services include services performed at home and offices, COVID-19

testing, and event services which include on-site healthcare support at sporting events and

Company concluded that Transportation Services and any related support activities are a single performance obligation under ASC 606.

The transaction price is determined by the fixed rate usage-based fees or fixed fees which are agreed upon in the Company’s executed

For Mobile Health, the performance of the services and any related support activities are a single performance obligation

under ASC 606.

Mobile Health services are typically billed based on a fixed rate (i.e., time and materials separately or combined) fee

structure taking into consideration staff and materials utilized.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

the performance associated with such services is known and quantifiable at the end of a period in which the services occurred (i.e.,

monthly or quarterly), revenues are typically recognized in the respective period performed.

The typical billing cycle for Transportation

Services and Mobile Health services is same day to 5 days with payments generally due within 30 days.

For Transportation Services, the

Company estimates the amount of revenues unbilled at month end and recognizes such amounts as revenue, based on available data and customer

The Company’s Transportation Services and Mobile Health services each represent a single performance obligation.

allocation is not necessary as the transaction price (fees) for the services provided is standard and explicitly stated in the contractual

fee schedule and/or invoice.

The Company monitors and evaluate all contracts on a case-by-case basis to determine if multiple performance

obligations are present in a contractual arrangement.

Transportation Services, the customer simultaneously receives and consumes the benefits provided by the Company as the performance obligations

are fulfilled, therefore the Company satisfies performance obligations at the same time.

For Transportation Services, where the customer

pays fixed rate usage-based fees, the actual usage in the period represents the best measure of progress.

Generally, for Mobile Health

services, the customer simultaneously receives and consumes the benefits provided by the Company as the performance obligations are fulfilled,

therefore the Company satisfies performance obligations at the same time.

For certain Mobile Health services that have a fixed fee arrangement,

and the services are provided over time, revenue is recognized over time as the services are provided to the customer.

Disaggregation

the following table, revenue is disaggregated by as follows:

Years Ended December 31,

Primary Geographical Markets

United States

$ 309,218,594

United Kingdom

Total revenue

$ 318,718,580

income tax provision (benefit) for the year ended December 31, 2020 consists of the following:

Major Segments/Service Lines

Transportation Services

Mobile Health

Total revenue

$ 318,718,580

Based Compensation

Company expenses stock-based compensation over the requisite service period based on the estimated grant-date fair value of the awards.

The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in

calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the

application of management’s judgment.

All stock-based compensation costs are recorded in operating expenses in the consolidated

statements of operations.

per share represents the net income attributable to stockholders divided by the weighted-average number of shares outstanding during

the period on an as-converted to common share basis.

Diluted earnings per share reflects the potential dilution that could occur if securities

or other contracts to issue common stock were exercised or converted into common stock of the Company during the reporting periods.

dilutive common stock equivalents consist of the incremental common shares issuable upon exercise of warrants and the incremental shares

issuable upon conversion of stock options.

In reporting periods in which the Company has a net loss, the effect of these are considered

anti-dilutive and excluded from the diluted earnings per share calculation.

On December 31, 2020, the Company excluded from its calculation

24,753,760 shares because their inclusion would have been anti-dilutive.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Method Investment

October 26, 2021, the Company acquired a 50 % interest in RND Health Services Inc.

(“RND”) for $ 655,876 .

The Company uses

the equity method to account for investments in which the Company has the ability to exercise significant influence over the operating

and financial policies of the investee, but does not exercise control.

The Company’s carrying value in the equity method investee

is reflected in the caption “Equity method investment” on the consolidated balance sheets.

Changes in value of RND are recorded

in “Loss from equity method investment” on the consolidated statements of operations.

The Company’s judgment regarding

its level of influence over the equity method investee includes considering key factors, such as ownership interest, representation on

the board of directors, and participation in policy-making decisions.

November 1, 2021, the Company acquired a 20% interest in National Providers Association, LLC (“NPA”) for $30,000.

uses the equity method to account for investments in which the Company has the ability to exercise significant influence over the operating

and financial policies of the investee, but does not exercise control.

The Company’s carrying value in the equity method investee

is reflected in the caption “Equity method investment” on the consolidated balance sheets.

Changes in value of NPA are recorded

in “Loss from equity method investment” on the consolidated statements of operations.

The Company’s judgment regarding

its level of influence over the equity method investee includes considering key factors, such as ownership interest, representation on

the board of directors, and participation in policy-making decisions.

Effective December 21, 2021, three members withdrew from NPA resulting

in the remaining two members obtaining the remaining ownership percentage.

At December, 31, 2021 DocGo owned 50% of NPA.

the equity method, the Company’s investment is initially measured at cost and subsequently increased or decreased to recognize

the Company’s share of income and losses of the investee, capital contributions and distributions and impairment losses.

performs a qualitative assessment annually and recognizes an impairment if there are sufficient indicators that the fair value of the

investment is less than carrying value.

Company categorizes leases at its inception as either operating or finance leases based on the criteria in ASC 842, Leases .

Company adopted FASB ASC 842, Leases , (“ASC 842”) on January 1, 2019, using the modified retrospective approach, and

has established a Right-of-Use (“ROU”) Asset and a current and non-current Lease Liability for each lease arrangement identified.

The lease liability is recorded at the present value of future lease payments discounted using the discount rate that approximates the

Company’s incremental borrowing rate for the lease established at the commencement date, and the ROU asset is measured as the lease

liability plus any initial direct costs, less any lease incentives received before commencement.

The Company recognizes a single lease

cost, so that the remaining cost of the lease is allocated over the remaining lease term on a straight-line basis.

Company has lease arrangements for vehicles, equipment and facilities.

These leases typically have original terms not exceeding 10 years

and, in some cases contain multi-year renewal options, none of which are reasonably certain of exercise.

The Company’s lease arrangements

may contain both lease and non-lease components.

The Company has elected to combine and account for lease and non-lease components as

a single lease component.

The Company has incorporated residual value obligations in leases for which there is such occurrences.

short-term leases, ASC 842-10-25-2 permits and entity to make a policy election not to apply the recognition requirements of ASC 842

to Short-term leases.

The Company has elected not to apply the ASC 842 recognition criteria to any leases that qualify as Short-Term

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an

asset and liability approach.

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of

events that have been included in the financial statements or its tax returns.

Deferred tax assets and liabilities are determined based

on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year

in which the differences are expected to reverse.

Valuation allowances are provided, if based upon the weight of available evidence,

it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company accounts for uncertain tax positions

in accordance with the provisions of ASC 740.

When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions

to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority.

The determination

as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as

consideration of the available facts and circumstances.

The Company recognizes any interest and penalties accrued related to unrecognized

tax benefits as income tax expense.

Issued Accounting Standards Not Yet Adopted

In January 2020, the FASB issued ASU 2020-01- Investments-Equity

Securities (“ ASC 321” ), Investments-Equity Method and Joint Ventures (“ ASC 323” ), and Derivatives

and Hedging (“ ASC 815” )-Clarifying the Interactions between ASC 321, ASC 323, and ASC 815 (a consensus of the Emerging

Issues Task Force) , which clarifies the interaction of the accounting for certain equity securities, equity method investments, and

certain forward contracts and purchased options.

The guidance clarifies that an entity should consider observable transactions that require

it to either apply or discontinue the equity method of accounting for the purposes of applying measurement principles for certain equity

securities immediately before applying or discontinuing the equity method.

The Company expects to adopt this guidance in 2022 using a

prospective method.

The assessment of the adoption of this ASU is in process and is not expected to have a material impact on the Company’s

Consolidated Financial statements.

December 2019, the FASB issued ASU 2019-12, Income Taxes (“ ASC 740”):

Simplifying the Accounting for Income Taxes

(“ASU 2019-12”), which modifies ASC 740 to reduce complexity while maintaining or improving the usefulness of the information

provided to users of financial statements.

ASU 2019-12 is effective for the Company for interim and annual reporting periods beginning

after December 15, 2021.

The Company is currently assessing the impact of ASU 2019-12, but it is not expected to have a material impact

on the Company’s Consolidated Financial statements.

June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (“ ASC 326” ):

Measurement of

Credit Losses on Financial Instruments , that changes the impairment model for most financial assets and certain other instruments.

For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model

that generally will result in the earlier recognition of allowance for losses.

For available-for-sale debt securities with unrealized

losses, entities will measure credit losses in a manner similar to current practice, except the losses will be recognized as allowances

instead of reductions in the amortized cost of the securities.

In addition, an entity will have to disclose significantly more information

about allowances, credit quality indicators and past due securities.

The new standard is effective for fiscal years beginning after December

15, 2022, including interim periods within those fiscal years, and will be applied as a cumulative-effect adjustment to retained earnings.

The Company is currently evaluating the impact of the pending adoption of the new standard on its Consolidated Financial statements and

intends to adopt the standard on January 1, 2023.

May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified

Written Call Options .

The ASU addresses the previous lack of specific guidance in the accounting standards codification related to

modifications or exchanges of freestanding equity-classified written call options (such as warrants) by specifying the accounting for

various modification scenarios.

The ASU is effective for interim and annual periods beginning after December 15, 2021, with early adoption

permitted for any periods after issuance to be applied as of the beginning of the fiscal year that includes the interim period.

The assessment

of the adoption of this ASU is in process and is not expected to have a material impact on the Company’s Consolidated Financial

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities

from Contracts with Customers , which requires an acquirer in a business combination to recognize and measure contract assets and

contract liabilities in accordance with Accounting Standards Codification Topic 606.

ASU 2021-08 is effective for fiscal years beginning

after December 15, 2022, and early adoption is permitted.

The assessment of the adoption of this ASU is in process and is not expected

to have a material impact on the Company’s Consolidated Financial statements.

Property and Equipment, net

and equipment, net, as of December 31, 2021 and 2020 are as follows:

Office equipment and furniture

Transportation equipment

Medical equipment

Leasehold improvements

accumulated depreciation

( 8,147,266 )

( 5,869,613 )

Property and equipment, net

Company recorded depreciation expense of $ 2,312,437 and $ 1,874,069 as of December 31, 2021 and 2020, respectively.

Acquisition of Businesses and Asset Acquisitions

Ambulance Acquisition

November 20, 2020, AF WI LNZ, LLC, a subsidiary of Ambulnz-FMC North America LLC (“FMC NA”), a subsidiary of Holdings, entered

into the Share Purchase Agreement (“Agreement”) with LJH Ambulance (“LJH”).

LJH was in the business of providing

medical transportation services.

The purchase price consisted of $ 465,000 cash consideration.

The Company also agreed to pay the Seller

50 % of all proceeds from accounts receivable that were outstanding as of the Agreement signing date that are actually received by the

Company after the Agreement closing date.

The Company also incurred $ 55,800 of transaction costs which were expensed as incurred, at

the time of the closing of the acquisition, and recorded in the general and administrative account on the consolidated statement of operations.

The LJH transaction closed on January 12, 2022 with the outstanding acquisition payable balance of $ 282,518 being paid off on March 4,

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

purchase price was allocated as follows:

Consideration:

Cash consideration

Contingent consideration – collection of accounts receivable

Total consideration

Recognized amounts of identifiable assets acquired and liabilities assumed

Accounts receivable

Other current assets

Property, plant and equipment

Intangible assets

Total identifiable assets acquired

Notes payable

Accounts receivable collections payable

Accounts payable and accrued expenses

Total liabilities assumed

Total purchase price

UK Ltd Acquisition

August 19, 2021, the Company purchased the remaining 20% of Ambulnz UK Ltd’s outstanding B Ordinary shares.

As a result of

this transaction, DocGo Inc now owns 100% of Ambulnz UK Ltd.

Consideration for the transaction is £750,000 (USD $1,014,240 as of

December 31, 2021) of which £368,313 (USD $498,077 as of December 31, 2021) will be paid in restricted stock consisting of 50,192

Class A Common Shares of DocGo Inc at a fair market value per share of $10 and £381,687 (USD $516,160 as of December 31, 2021)

in cash, payable in 4 equal monthly installments of £96,920.30 (USD $129,040 as of December 31, 2021) plus interest at 6% per annum.

Cash payments are due September 30, 2021, October 31, 2021, November 30, 2021, and December 31, 2021.

stock will vest and transfer restrictions shall lapse according to the following schedule:

8,258 shares on February 1, 2022,

8387 shares on August 19, 2022, 8387 shares on February 1, 2023, 8387 shares on August 19, 2023, 8387 shares on February 1,

2024, and 8386 shares August 19, 2024.

Vesting is contingent upon the employment of the seller, vesting will cease upon resignation

by participant or if participant is terminated for cause.

As of December 31, 2021, all cash payments were made.

(Rainbow Ambulette) Acquisition

On March 23, 2018, Ambulnz NY 4, LLC (also known

as AZ Ambulette, LLC, a subsidiary of Holdings), entered into an Asset Purchase Agreement (“Agreement”) with Keshes Inc.

Rainbow Ambulette).

was in the business of providing ambulette services.

The total purchase price was $ 800,000 .

also agreed to assume the liabilities agreed on the contract.

On December 23, 2021, the Company amended and restated the Agreement dated

as of March 23, 2018 to purchase substantially all of the assets of Keshes Inc., and waived all conditions to close the Agreement.

transaction closed on December 23, 2021.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Atlantic Care, LLC Acquisition (Joint Venture)

On December 2021, AF DE LNZ, LLC, a subsidiary

of Holdings, entered into an asset purchase agreement to acquire certain assets and assume certain liabilities of Mid Atlantic Care, LLC

(“Mid Atlantic”).

Mid Atlantic was in the business of providing medical transportation services for hospitals, nursing homes,

healthcare facilities and municipalities in the States of Delaware, New Jersey, Maryland and Pennsylvania.

The aggregate purchase price for Mid Atlantic

was $ 2,300,000 ;

$1,300,000 was paid in cash on the effective date, $600,000 will be paid in cash on the closing date, and $428,942 of

debt was assumed.

Additional consideration amounting to $1,000,000 will be paid at $500,000 each year on the first and second anniversary

date contingent on (i) the acquired operations meeting certain performance targets and (ii) the former shareholder’s continuing

employment with the Company.

purchase price was allocated as follows:

Consideration:

Cash consideration:

Paid at transaction date

Cash at closing

Liabilities assumed:

Lease liabilities

Line of credit

Total consideration

Recognized amounts of identifiable assets and liabilities assumed:

Total tangible assets acquired

Total assets acquired

of December 31, 2021 and 2020, the Company recorded $ 1,571,419 , and $ 1,125,522 , respectively, as due to seller in the consolidated balance

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Company recorded goodwill in connection with its acquisitions.

The changes in the carrying value of goodwill for the period ended December

31, 2021 are as noted in the tables below:

Carrying Value

Balance at December 31, 2019

Goodwill acquired during the period

Balance at December 31, 2020

Goodwill acquired during the period

Balance at December 31, 2021

Company recorded amortization expense of $ 1,845,193 and $ 1,451,214 as of December 31, 2021 and 2020, respectively.

December 31, 2021

Estimated Useful Life (Years)

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

Computer software

Operating licenses

Internally developed software

( 3,828,038 )

$ ( 4,053,793 )

December 31, 2020

Estimated Useful Life (Years)

Carrying Amount

Computer software

Operating licenses

Internally developed software

( 2,043,161 )

$ ( 2,208,600 )

amortization expense at December 31, 2021 for the next five years and in the aggregate are as follows:

Amortization Expense

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Accrued Liabilities

liabilities consisted of the following at the dates indicated:

Accrued bonus

Accrued lab fees

Accrued payroll

Medicare advance

FICA/Medicare liability

Accrued general expenses

Accrued subcontractors

Accrued fuel and maintenance

Accrued workers compensation

Other current liabilities

Accrued legal fees

Credit card payable

Total accrued liabilities

Line of Credit

May 13, 2021, the Company entered into a revolving loan and security agreement with a bank (the “Lender”), with a maximum

revolving advance amount of $ 12,000,000 .

Each Revolving Advance shall bear interest at a per annum rate equal to the Wall Street Journal

Prime Rate ( 3.25 % at December 31, 2021), as the same may change from time to time, plus one percent (1.00%), but in no event less than

five percent ( 5.00 %) per annum, calculated on the basis of a 360-day year for the actual number of days elapsed (“Contract Rate”).

The revolving loan has a maturity date of May 12, 2022 (“Maturity Date”).

This loan is secured by all assets of entities

owned 100 % by DocGo Inc.

On November 8, 2021, the company paid off the outstanding balance of the line of credit.

This loan is subject to certain financial covenants such as a Fixed Charge Coverage Ratio and Debt to Effective Tangible Net Worth.

On December 17, 2021, Ambulnz-FMC North America,

LLC (“FMC NA”), entered into a revolving loan and bridge credit and security agreement with a subsidiary of one of its members

with a maximum revolving advance amount of $ 12,000,000 .

Each Revolving Advance shall bear interest at a per annum rate equal to the Wall

Street Journal Prime Rate ( 3.25 % at December 31, 2021), as the same may change from time to time, plus one percent (1.00%), but in no

event less than five percent (5.00%) per annum, calculated on the basis of a 360-day year for the actual number of days in the applicable

The agreement is subject to certain financial covenants such as an unused fee, whereas the Company shall pay to the subsidiary

of one of its members an unused fee in the amount of 0.5 % of the average daily amount by which the Revolving Commitment Amount ($ 12 million)

exceeds the principal balance of the aggregate outstanding advances.

All accrued and unpaid interest and unused fee shall be due and payable

on the first anniversary of the date of the agreement (“Revolving Credit Maturity Date”).

This loan is secured by all assets

of entities owned 100 % by DocGo Inc.

As of December 31, 2021, the outstanding balance of the line of credit was zero.

On January 26, 2022,

the company drew $ 1,000,000 to fund operations and meet short-term obligations.

and Subsidiaries

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS (CONTINUED)

Notes Payable

The Company has various loans with finance companies with monthly installments

aggregating $ 102,235 , inclusive of interest ranging from 2.5 % through 7.5 %.

The notes mature at various times through 2051 and are secured

by transportation equipment.

The following table summarizes the Company’s notes payable:

Equipment and financing loans payable, between 2.5 % and 7.5 % interest and maturing between January 2022 and May 2051

Loan received pursuant to the Payroll Protection Program Term Note

Total notes payable

current portion of notes payable

Total non-current portion of notes payable

expense was $ 61,324 and $ 15,848 for the periods ended December 31, 2021 and 2020, respectively.

Future minimum annual maturities of notes payable at December 31, 2021

are as follows:

Notes Payable

Total maturities

Current portion of notes payable

Long-term portion of notes payable

Paycheck Protection Program Loan

On November 20, 2020, the Company entered into

a stock purchase agreement with LJH.

Under the agreement, the Company acquired 100 % of the outstanding shares of common stock Prior to

the acquisition, LJH received $ 142,667 from the Paycheck Protection Program (the “PPP Loan”), established pursuant to the

Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and administered by the U.S.

Small Business Administration

As part of the purchase agreement, the Company acquired the $ 142,667 PPP Loan and recorded the balance in notes payable.

The unsecured PPP Loan accrues interest on the outstanding principal at the rate of 1 % per annum, due on September 13, 2021.

was forgiven in August of 2021 and a gain from the forgiveness of this loan was recognized in Gain from PPP loan forgiveness.

Derivative Warrant Liabilities

The Company determined the fair value of its Public

Warrants, which are traded in active markets, using quoted market prices for identical instruments.

Accordingly, the Public Warrants are

classified as Level 1 financial instruments.

As of December 31, 2021, there are 3,833,305 Public Warrants outstanding at a fair value

of $ 8.1 million.

Because the transfer of Private Warrants to anyone outside of a small group of individuals constituting the sponsors

of DocGo would result in the Private Warrants having substantially the same terms as the Public Warrants, management determined that the

fair value of each Private Warrant is the same as that of a Public Warrant, with an insignificant adjustment for marketability restrictions.

Accordingly, the Private Warrants are classified as Level 1 financial instruments.

As of December 31, 2021, 2,533,333 Private Warrants

remained outstanding at a fair value of $ 5.4 million.

Due to fair value changes throughout the year ended December 31, 2021, we recorded

a gain on remeasurement of warrant liabilities of $ 5.2 million.

and Subsidiaries

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS (CONTINUED)

Business Segment Information

The Company conducts business as two operating

segments, Transportation Services and Mobile Health services.

In accordance with ASC 280, Segment Reporting , operating segments

are components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker,

who is the chief executive officer, in deciding how to allocate resources and assessing performance.

The Company’s business operates

in two operating segments because the Company’s entities have two main revenue streams, and the Company’s chief operating

decision maker evaluates the Company’s financial information and resources and assesses the performance of these resources by revenue

The accounting policies of the segments are the

same as the accounting policies of the Company as a whole.

The Company evaluates the performance of its Transportation services and Mobile

Health services segments based primarily on results of operations.

Operating results for the business segments of the Company are as follows:

Transportation

Mobile Health

As of Year Ended December 31, 2021

$ 234,449,763

$ 318,718,580

Income (loss) from operations

( 26,365,962 )

$ 229,206,964

$ 309,602,652

Depreciation and amortization expense

Stock compensation

Long-lived assets

As of Year Ended December 31, 2020

Income (loss) from operations

( 19,285,424 )

( 14,757,683 )

$ 100,172,363

Depreciation and amortization expense

Stock compensation

Long-lived assets

Long-lived assets include property, plant and

equipment, goodwill and intangible assets.

Geographic Information

Revenues by geographic location included in Note

and Subsidiaries

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS (CONTINUED)

Preferred Stock

In November 2021, the Company’s Series A

prefeed stock was cancelled and converted into the right to receive a portion of merger consideration issuable as common stock of DocGo,

par value $ 0.0001 (“Common Stock”), pursuant to the terms and conditions set forth in the Merger Agreement.

The Company’s

consolidated statements of changes in stockholders’ equity reflect the 2020 shares as if the merger occurred in 2020.

Prior to the reverse merger, on May 23, 2019,

the Series A preferred stock was formed, and 40,000 shares were authorized.

Each share of Series A preferred stock was convertible into

Class A common stock at a conversion price of $ 3,000 per share, subject to adjustment as defined in the articles of incorporation.

Series A preferred stockholders had voting rights

equivalent to the number of common stock shares issuable upon conversion.

The Series A preferred stockholders were entitled to a non-cumulative

dividend equal to 8 % of the original issue price as defined in the agreement when declared by the board of directors.

The holders of the Series A preferred stock had

preferential liquidation rights and rank senior to the holders of common stock.

If a liquidation were to occur, the holders of the Series

A preferred stock would have been paid an amount equal to $ 3,000 per share, subject to adjustment as defined in the articles of incorporation,

plus all accrued and unpaid dividends thereon.

After the payment of the Series A preferred stockholders, the common stockholders would

have been paid out on a pro-rate basis.

On November 1, 2017, Ambulnz, Inc.

converted its

legal structure from a limited liability company to a corporation and converted its membership units into shares of common stock at a

rate of 1,000 shares per membership unit.

The total authorized number of shares of common stock converted was 100,000 shares, comprised

of 35,597 shares of Class A common stock and 64,402 shares of Class B common stock.

Prior to the reverse merger, on May 23, 2019,

the Ambulnz, Inc amended and restated its articles of incorporation and the total authorized common shares increased to 154,503 shares,

comprised of 78,000 shares of Class A common stock and 76,503 shares of Class B common stock.

The Class A common stockholders had voting

rights equivalent to one vote per share of common stock and the Class B common stockholders have no voting rights.

Dividends may be paid

to the common stockholders out of funds legally available, when declared by the board of directors.

Preacquisition Warrants

On February 15, 2018, the Ambulnz, Inc issued

a warrant to purchase 1,367 shares of Class B Common Stock at a purchase price of $ 0.01 per share to an investor in conjunction with a

capital investment.

The warrant has no expiration date.

The fair value on the date of issuance was $ 5,400 per share for a total fair value

of $ 7,381,800 .

On May 23, 2019, this warrant was exchanged for a warrant to purchase 2,461 shares of Series A Preferred Stock at a purchase

price of $ 0.01 per share.

The exchanged warrant has no expiration date, with a fair value on the date of issuance of $ 3,000 per share

for a total fair value of $ 7,383,000 .

These warrants were cashless exercised in November 2021 for 1,587,700 shares of common DocGo Inc.

On June 5, 2019, the Company issued a warrant

to purchase 667 shares of Series A Preferred Stock at a purchase price of $ 3,000 per share to an investor in conjunction with a capital

The warrant expires on June 6, 2029.

The fair value on the date of issuance was $ 2,078 per warrant for a total fair value

of $ 1,386,026 .

These warrants were cashless exercised in November 2021 for 229,807 shares of common DocGo Inc.

and Subsidiaries

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS (CONTINUED)

Stock Based Compensation

Stock Options

In 2021, the Company established the DocGo Inc.

Equity incentive Plan (the “Plan”) replacing Ambulnz, Inc’s 2017 Equity Incentive Plan.

The Plan reserved 16,607,894

shares of Class A common stock for issuance under the Plan.

The Company’s stock options generally vest on various terms based on

continuous services over periods ranging from three to five years.

The stock options are subject to time vesting requirements through

2031 and are nontransferable.

Stock options granted have a maximum contractual term of 10 years.

On December 31, 2021, approximately 2.5

million employee options had vested.

The fair value of each stock option grant is estimated

on the date of grant using the Black-Scholes option-pricing model.

The Company’s shares of stock are not publicly traded;

however, management

has taken the average of several publicly traded companies that are representative of the Company’s size and industry in order to estimate

its expected stock volatility.

The expected term of the options represents the period of time the instruments are expected to be outstanding.

The Company bases the risk-free interest rate on the rate payable on the U.S.

Treasury securities corresponding to the expected term of

the awards at the date of grant.

Expected dividend yield is zero based on the fact that the Company has not historically paid and does

not intend to pay a dividend in the foreseeable future.

The Company utilized contemporaneous valuations

in determining the fair value of its shares at the date of option grants.

Prior to the Merger, each valuation utilized both the discounted

cash flow and guideline public company methodologies to estimate the fair value of its shares on a non-controlling and marketable basis.

The December 31, 2020 valuations also included an approach that took into consideration a pending non-binding letter of intent from Motion

Acquisition Corp.

The March 11, 2021 valuation report relied solely on the fair value of the Company’s shares implied by the March

8, 2021 Merger Agreement with Motion Acquisition Corp.

A discount for lack of marketability was applied

to the non-controlling and marketable fair value estimates determined above.

The determination of an appropriate discount for lack of

marketability was based on a review of discounts on the sale of restricted shares of publicly traded companies and put-based quantitative

Factors that influenced the size of the discount for lack of marketability include (a) the estimated time it would take for a

Company stockholder to achieve marketability, and (b) the volatility of the Company’s business.

The following assumptions were used to compute

the fair value of the sole stock option grant during the period ended December 31, 2021 and 2020:

Year Ended December 31,

Risk-free interest rate

0.12 % - 0.67 %

14 % - 1.58 %

Expected term (in years)

Dividend yield

and Subsidiaries

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS (CONTINUED)

The following table summarizes the Company’s stock option activity under the Plan for the period ended December 31, 2021:

Options Shares

Weighted Average Exercise Price

Life in Years

Intrinsic Value

Outstanding at January 1, 2019

Granted/ Vested during the year

Exercised during the year

Cancelled during the year

Balance, December 31, 2019

Granted/ Vested during the year

Exercised during the year

Cancelled during the year

Balance, December 31, 2020

Granted/ Vested during the year

Exercised during the year

( 1,235,130 )

Cancelled during the year

Balance, December 31, 2021

Options vested and exercisable at December 31, 2021

The aggregate intrinsic value in the above table

is calculated as the difference between fair value of the Company’s common stock price and the exercise price of the stock options.

The weighted average grant date fair value per share for stock option grants during the years ended December 31, 2021 and 2020 was $ 2.80

and $ 0.43 , respectively.

As of December 31, 2021 and 2020, the total unrecognized

compensation related to unvested stock option awards granted was $ 20,792,804 and $ 1,947,767 , respectively, which the Company expects to

recognize over a weighted-average period of approximately 3.7 and 2.4 years.

Operating Leases

The Company is obligated to make rental payments

under non-cancellable operating leases for office, dispatch station space, and transportation equipment, expiring at various dates through

Under the terms of the leases, the Company is also obligated for its proportionate share of real estate taxes, insurance and maintenance

costs of the property.

The Company is required to hold certain funds in restricted cash and cash equivalents accounts under some of these

Certain leases for property and transportation

equipment contain options to purchase, extend or terminate the lease.

Determining the lease term and amount of lease payments to include

in the calculation of the right-of-use (ROU) asset and lease obligations for leases containing options requires the use of judgment to

determine whether the exercise of an option is reasonably certain and whether the optional period and payments should be included in the

calculation of the associated ROU asset and lease obligation.

In making the determination of such judgment, the Company considers all

relevant economic factors that would require whether to exercise or not exercise the option.

The Company’s lease agreements generally

do not provide an implicit borrowing rate.

Therefore, the Company used a benchmark approach to derive an appropriate imputed discount

The Company benchmarked itself against other companies of similar credit ratings and comparable quality and derived imputed rates,

which were used to discount its real estate lease liabilities.

The Company used estimated borrowing rates of 6 % on January 1, 2019, for

all leases that commenced prior to that date, for office spaces and transportation equipment.

and Subsidiaries

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS (CONTINUED)

table below comprise lease expenses for the periods ended December 31, 2021 and 2020:

Components of total lease cost:

Operating lease expense

Short-term lease expense

Total lease cost

Position as of December 31, 2021

lease assets and lease liabilities for the Company’s operating leases were recorded in the consolidated balance sheets as follows:

Lease right-of-use assets

Total lease assets

Current liabilities:

Lease liability - current portion

Noncurrent liabilities:

Lease liability, net of current portion

Total lease liability

Terms and Discount Rate

Weighted average remaining lease term (in years) - operating leases

Weighted average discount rate - operating leases

and Subsidiaries

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS (CONTINUED)

Undiscounted Cash Flows

minimum lease payments under the operating leases at December 31, 2021 are as follows:

Operating Leases

2027 and thereafter

Total future minimum lease payments

Less effects of discounting

Present value of future minimum lease payments

Operating lease expense approximated $ 1,993,984 and $ 1,828,356 for

the years ended December 31, 2021 and 2020, respectively.

For the year ended December 31, 2021, the Company

made $ 1,993,984 of fixed cash payments related to operating leases and $ 2,741,784 related to finance leases.

Finance Leases

The Company leases vehicles under a non-cancelable

finance lease agreements with a liability of $ 10,139,410 and $ 7,373,664 for the periods ended December 31, 2021 and 2020, (accumulated

depreciation of $ 7,095,242 and $ 4,181,317 as of December 31, 2021 and 2020).

Depreciation expense for the vehicles under non-cancelable

lease agreements amounted to $ 2,913,925 and $ 2,126,351 for the years ended December 31, 2021 and 2020, respectively.

Lease Payments

table below comprise lease payments for the periods ended December 31, 2021 and 2020:

Components of total lease payment:

Finance lease payment

Short-term lease payment

Total lease payments

and Subsidiaries

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS (CONTINUED)

Lease Position as of December 31, 2021

Right-of-use lease assets and lease liabilities

for the Company’s finance leases were recorded in the consolidated balance sheet as follows:

Lease right-of-use assets

Total lease assets

Current liabilities:

Lease liability - current portion

Noncurrent liabilities:

Lease liability, net of current portion

Total lease liability

Lease Terms and Discount Rate

The table below presents certain information related to the weighted average remaining lease term and the weighted average discount rate for the Company’s finance leases as of December 31, 2021:

Weighted average remaining lease term (in years) - finance leases

Weighted average discount rate - finance leases

Undiscounted Cash Flows

minimum lease payments under the finance leases at December 31, 2021 are as follows:

Finance Leases

2027 and thereafter

Total future minimum lease payments

Less effects of discounting

( 1,217,962 )

Present value of future minimum lease payments

In 2021, the Company recognized other loss of

$ 40,086 , net of $ 45,826 from realized foreign exchange loss offset by rental income of $ 5,740 .

In 2020, the Company recognized other income

of $ 300,000 from a legal settlement in the Consolidated Statements of Operations and Comprehensive Loss for the year.

and Subsidiaries

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS (CONTINUED)

Related Party Transactions

Historically, the Company has been involved in

transactions with various related parties.

The Company purchases medical supplies from Medline

Industries, Inc.

Medline Industries, Inc.

is an investor in the Company, and therefore a related party.

The Company made payments to Medline

Industries, Inc.

for medical supplies in the amount of $ 271,103 and $ 148,276 for the years ended December 31, 2021 and 2020 respectively.

PrideStaff provides subcontractor services for

The PrideStaff franchise is owned by an operations manager of the Company and his spouse, therefore, is a related party.

The Company made subcontractor payments to PrideStaff totaling $ 656,883 and $ 1,044,120 for the years ended December 31, 2021 and 2020

respectively.

provides commission services for

Harpua is owned by an operations manager of the Company, therefore is a related party.

The Company made commission payments

to Harpua totaling $ 155,092 and $ 84,852 for the years ended December 31, 2021 and 2020 respectively.

SM Hewlett, LLC provides commission services for

SM Hewlett is owned by an operations manager of the Company, therefore is a related party.

The Company made commission payments

to SM Hewlett totaling $ 132,414 for year ended December 31, 2021.On December 17, 2021, a subsidiary of the Company entered into a line

of credit with an entity that is a member of one of its joint ventures, which it may borrow up to $ 12 million.

(See note 8).

As of December

31, 2021 there was no outstanding balance on this line of credit.

Tendler Strategic & Legal Services PLLC (“EDTSLS”)

provides commission services for the Company.

Tendler Strategic & Legal Services PLLC is owned by General Counsel of the Company,

therefore is a related party.

The Company made commission payments to Ely D.

Tendler Strategic & Legal Services PLLC totaling $ 702,083

and $ 555,055 for the years ended December 31, 2021 and 2020 respectively.

Included in accounts payable were $ 230,517 and

$ 5,169 due to related parties as of December 31, 2021 and 2020, respectively.

reconciliation of the statutory U.S.

federal income tax rate to the Company’s effective tax rate consist of the following:

For the Years Ended December 31,

Statutory federal income tax benefit

Permanent items

State taxes, net of federal tax benefit

Effects of Rates Different From Statutory

Change in valuation allowance

Income tax provision/(benefit)

Company’s net deferred tax assets are as follows:

Deferred tax asset

Net operating loss carryforward

Startup/organizational costs

Total deferred tax assets

and Subsidiaries

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS (CONTINUED)

components of income tax provision (benefit) are as follows:

For the Years Ended December

State and local

Total income tax expense (benefit)

income taxes reflect the net tax effects of temporary differences between the carrying value of assets and liabilities for financial

reporting purposes and amounts used for income tax purposes.

The temporary differences that give rise to deferred tax assets and liabilities

are as follows:

For the Years Ended December 31,

Deferred tax assets (liabilities):

Net operating loss carryforwards

Allowance for doubtful accounts

Prepaid expenses

Property and equipment

( 2,245,003 )

( 1,447,130 )

Research and development expense

Accrued bonus

Stock compensation

Net deferred tax assets

Valuation allowance

( 16,702,680 )

( 22,031,301 )

Deferred tax assets, net of allowance

assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or

all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation

of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies

in making this assessment.

After consideration of all of the information available, management believes that significant uncertainty

exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance

The Company has determined, based upon available

evidence, that it is more likely than not that all of the net deferred tax asset will not be realized and, accordingly, has provided a

full valuation allowance against its net deferred tax asset.

Management considers the scheduled reversal of deferred tax liabilities,

projected future taxable income, net operating loss carryback potential, and tax planning strategies in making these assessments.

As of December 31, 2021 and 2020, the Company

had federal net operating loss carryforwards of approximately $ 56,604,921 and $ 76,768,898 , respectively.

As of December 31, 2021 and 2020,

the Company had approximately $ 202,965 and $ 41,515 of foreign net operating loss carryforwards, respectively.

As of December 31, 2021

reconciliation of the statutory income tax rate to the Company’s effective tax rate for the period from August 11, 2020

(inception) to December 31, 2020 is as follows:

Tax benefit at statutory federal income tax rate

Permanent book/tax difference

Valuation allowance

Income tax provision (benefit)

and 2020, the Company had state net operating loss carryforward of approximately $ 67,229,895 and $ 99,360,503 , respectively.

net operating loss carryforwards generated after December 31, 2017 of $ 62,242,177 carry forward infinitely, while the remaining federal

net operating loss carryforwards of $ 11,656,596 began to expire in 2037.

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.

Utilization of the net operating loss carryforwards

may be subject to an annual limitation according to Section 382 of the Internal Revenue Code of 1986 as amended, and similar provisions.

and Subsidiaries

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS (CONTINUED)

The difference between the statutory income taxes

on the Company’s pre-tax loss and the Company’s effective income tax rate during the years ended December 31, 2021 and 2020

is primarily due to a recorded valuation allowance.

The valuation allowance for deferred tax assets as of December 31, 2021 and 2020 was

$ 16,702,680 and $ 22,040,019 , respectively.

The net change in the total valuation allowance for the years ended December 31, 2021, and

2020 was a decrease of $ 5,328,621 and an increase $ 4,010,707 , respectively.

In assessing the realizability of the deferred

tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future table income during the periods in which those

temporary differences become deductible.

Management considers the scheduled reversals of deferred tax liabilities, projected future taxable

income and tax planning strategies in making this assessment.

The Company recognizes interest accrued to unrecognized

tax benefits and penalties as income tax expense.

The Company accrued total penalties and interest of $0 during the years ended December

31, 2021 and 2020 and in total, as of December 31, 2021 and 2020 has recognized penalties and interest of $0.

The Company files tax returns as prescribed

by the tax laws of the jurisdictions in which they operate.

In the normal course of business, the Company is subject to examination

by federal and foreign jurisdictions where applicable based on the statute of limitations that apply in each jurisdiction.

December 31, 2021, open years related to all jurisdictions are 2020, 2019, 2018, 2017, and 2016.

The Company has no open tax audits

with any taxing authority as of December 31, 2021.

Legal Proceedings

From time to time, the Company may be involved

as a defendant in legal actions that arise in the normal course of business.

In the opinion of management, the Company has adequate legal

defense on all legal actions, and the results of any such proceedings would not materially impact the Consolidated Financial statements

of the Company.

The Company provides disclosure and records loss contingencies in accordance with the loss contingencies accounting guidance.

In accordance with such guidance, the Company establishes accruals for such matters when potential losses become probable and can be reasonably

If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses

the possible loss in the Consolidated Financial statements.

As of December 31, 2021 and 2020, the Company

recorded a liability of $ 1,000,000 , which represents an amount for an agreed settlement, under the terms of a memorandum of understanding,

of various class-based claims, both actual and potential, under Federal and California State law over an historical period.

The settlement

is subject to court approval.

Risk and Uncertainties

COVID-19 Risks, Impacts and Uncertainties

On January 30, 2020, the World Health Organization

(“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 Outbreak”) and

the risks to the international community as the virus spreads globally.

In March 2020, the WHO classified the COVID-19 Outbreak as a pandemic,

based on the rapid increase in exposure globally.

The spread of COVID-19 and the related country-wide

shutdowns and restrictions have had a mixed impact on the Company’s business.

In the ambulance transportation business, which predominantly

comprises non-emergency medical transportation, the Company has seen a decline in volumes from historical and expected levels, as elective

surgeries and other procedures have been postponed.

In some of the Company’s larger markets, such as New York and California, there have

been declines in trip volume.

In addition, the Company experienced lost revenues associated with sporting, concerts, and other events,

as those events have been cancelled or have a significantly restricted (or entirely eliminated) the number of permitted attendees.

and Subsidiaries

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS (CONTINUED)

There are two areas where the Company has experienced

positive business impacts from COVID-19.

In April and May 2020, the Company participated in an emergency project with Federal Emergency

Management Agency (“FEMA”) in the New York City area.

This engagement resulted in incremental transportation revenue.

in response to the need for widespread COVID-19 testing and available Emergency Medical Technicians (“EMT”) and Paramedics,

the Company formed a new subsidiary, Rapid Reliable Testing, LLC (“RRT”), with the goal to perform COVID-19 tests at nursing

homes, municipal sites, businesses, schools and other venues.

RRT is part of the Mobile Health segment.

The Company has continued to operate with several

back-office employees working remotely.

To date, the Company has not witnessed any degradation in productivity from these employees, and

the Company’s operations have proceeded without major interruption.

The measures to contain the spread of COVID-19

in the Company and other developments related to COVID-19 have materially affected the Company’s results of operations during 2020.

Where applicable, the impact resulting from the COVID-19 pandemic during the year ended December 31, 2020, has been considered, including

updated assessments of the recoverability of assets and evaluation of potential credit losses.

Sources of relief available to the Company included

the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020, the Paycheck

Protection Program and Health Care Enhancement Act (the “PPPHCE Act”), which was enacted on April 24, 2020, and the Consolidated

Appropriations Act, 2021 (the “CAA”), which was enacted on December 27, 2020.

The CARES Act, PPPHCE Act and the CAA authorized

funding to be distributed to hospitals and other healthcare providers through the Public Health and Social Services Emergency Fund (the

In addition, the CARES Act provide for an expansion of the Medicare Accelerated and Advance Payment Program whereby

inpatient acute care hospitals and other eligible providers were able to request accelerated payment of up to 100 % of their Medicare payment

amount for a six-month period to be repaid through withholding of future Medicare fee-for-service payments.

During the year ended December

31, 2020, the Company was a beneficiary of these stimulus measures, including the Medicare Accelerated and Advance Payment Program.

Company’s accounting policies for the recognition of these stimulus monies are as follows:

Pandemic Relief Funds

During the year ended December 31, 2020, the Company

received $ 1,046,955 in payments through the PHSSEF and various state and local programs, net of amounts that will be repaid to HHS.

PHSSEF payments received were recognized as a reduction in cost of revenues on the income statement during the year ended December 31,

The recognition of amounts received is conditioned upon the provision of care for individuals with possible or actual cases of COVID-19

after January 31, 2020.

Certification that payment will be used to offset costs to prevent, prepare for and respond to coronavirus will

Amounts are recognized as a reduction to operating costs and expenses only to the extent the Company is reasonably assured

that underlying conditions have been met.

The Company’s assessment of whether the

terms and conditions for amounts received are reasonably assured of having been met considers, among other things, the CARES Act, the

CAA and all frequently asked questions and other interpretive guidance issued by HHS, including the Post-Payment Notice of Reporting Requirements

issued on January 15, 2021 (the “January 15, 2021 Notice”) and frequently asked questions issued by HHS on January 28, 2021

which clarified previously issued guidance, as well as expenses incurred attributable to the coronavirus and the Company’s results

of operations during such period as compared to the Company’s budget.

Such guidance, specifically the various Post-Payment Notice

of Reporting Requirements and frequently asked questions issued by HHS, set forth the allowable methods for quantifying eligible healthcare

related expenses and lost revenues.

Only healthcare related expenses attributable to coronavirus that another source has not reimbursed

and is not obligated to reimburse are eligible to be claimed.

The use of funds calculation as of December 31, 2020, takes into account

expenses attributable to each respective entity, which primarily relate to incremental labor and supply costs, as well as lost revenue

opportunity cost.

and Subsidiaries

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS (CONTINUED)

Amounts received through the PHSSEF or state and

local programs that have not yet been recognized as a reduction to operating costs and expenses or otherwise have not been refunded to

HHS or the various state and local agencies as of December 31, 2020, are reflected within accounts payable and accrued expenses in the

consolidated balance sheet, and such unrecognized amounts may be recognized as a reduction in operating costs and expenses in future periods

if the underlying conditions for recognition are met.

HHS’ interpretation of the underlying terms and conditions of such PHSSEF

payments, including auditing and reporting requirements, continues to evolve.

Additional guidance or new and amended interpretations of

existing guidance on the terms and conditions of such PHSSEF payments may result in changes in the Company’s estimate of amounts

for which the terms and conditions are reasonably assured of being met, and any such changes may be material.

Additionally, any such changes

may result in the Company’s inability to recognize additional PHSSEF payments or may result in the derecognition of amounts previously

recognized, which (in any such case) may be material.

Medicare Accelerated Payments

Medicare accelerated payments of approximately

$ 2,397,024 were received by the Company in April 2020.

Effective October 8, 2020, CMS is no longer accepting new applications for accelerated

Accordingly, the Company does not expect to receive additional Medicare accelerated payments.

Payments under the Medicare Accelerated

and Advance Payment program are advances that must be repaid.

Effective October 1, 2020, the program was amended such that providers are

required to repay accelerated payments beginning one year after the payment was issued.

After such one-year period, Medicare payments

owed to providers will be recouped according to the repayment terms.

The repayment terms specify that for the first 11 months after repayment

begins, repayment will occur through an automatic recoupment of 25 % of Medicare payments otherwise owed to the provider.

At the end of

the eleven-month period, recoupment will increase to 50% for six months.

At the end of the six months (or 29 months from the receipt of

the initial accelerated payment), Medicare will issue a letter for full repayment of any remaining balance, as applicable.

In such event,

if payment is not received within 30 days, interest will accrue at the annual percentage rate of four percent (4%) from the date the letter

was issued and will be assessed for each full 30-day period that the balance remains unpaid.

As of December 31, 2021, the entire balance

of $ 975,415 of Medicare accelerated payments are reflected within accrued liabilities in the consolidated balance sheet.

The Company’s

estimate of the current liability is a function of historical cash receipts from Medicare and the repayment terms set forth above.

Subsequent Events

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the audited financial

statements were issued.

Based upon this review, the Company determined that, except as follows, there have been no events that

have occurred that would require adjustment to or disclosure in the financial statements.

Business Combination

March 8, 2021, the Company entered into a merger agreement (the “Merger Agreement”) with Ambulnz, Inc.

dba DocGo (“DocGo”)

pursuant to which DocGo would merge with a newly incorporated subsidiary of the Company (the “Merger”), with DocGo

being the surviving entity of the Merger and becoming a wholly-owned subsidiary of the Company.

The Merger is expected to be consummated

in the second quarter of 2021, following the receipt of required approval by the stockholders of the Company and DocGo, required

regulatory approvals, and the fulfillment of other conditions.

Consideration

consummation of the Merger, DocGo stockholders will receive 83,600,000 shares of the Company’s Class A common stock as consideration

and up to 5,000,000 additional shares of the Company’s Class A common stock as earn-out consideration issuable in the future

upon attainment of the following stock price conditions:

(i) 1,250,000 shares if the closing stock price equals or exceeds $12.50

per share on any 20 trading days in a 30-trading-day period at any time until the first anniversary of the closing date;

1,250,000 shares if the closing stock price equals or exceeds $15.00 per share on any 20 trading days in a 30-trading-day period

at any time until the third anniversary of the closing date;

(iii) 1,250,000 shares if the closing stock price equals or exceeds

$15.00 per share on any 20 trading days in a 30-trading-day period at any time until the third anniversary of the closing date;

and (iv) 1,250,000 shares if the closing stock price stock equals or exceeds $15.00 per share on any 20 trading days in a 30-trading-day

period at any time until the fifth anniversary of the closing date.

Escrow Agreement

to the Merger Agreement, the Company’s Sponsor will enter into an escrow agreement (the “Sponsor Escrow Agreement”)

with the Company and Continental Stock Transfer & Trust Company, as escrow agent, providing that, immediately following the

closing of the Merger, the Sponsor shall deposit 575,000 shares of the Company’s Class A common stock (the “Sponsor

Earnout Shares”) into escrow.

The Sponsor Escrow Agreement will provide that such Sponsor Earnout Shares will either be

released to the Sponsor or terminated and canceled by the Company if certain stock price conditions are met or not, as follows:

(i) with respect to 287,500 Sponsor Earnout Shares, the closing stock price equals or exceeds $12.50 per share on any 20 trading

days in a 30-trading-day period at any time until the third anniversary of the closing date, and (ii) with respect to 287,500

Sponsor Earnout Shares, the closing stock price equals or exceeds $15.00 per share on any 20 trading days in a 30-trading-day

period at any time at any time until the fifth anniversary of the closing date.

with the execution of the Merger Agreement, the Company, DocGo and Doc stockholders who will hold 72.19% of the fully-diluted

equity of Company following the consummation of the Merger entered into lock-up agreements providing that such Company stockholders

will not transfer the consideration shares for earn-out shares received by such stockholders for a period of six months following

the consummation of the Merger, in each case on the terms and subject to the provisions set forth therein.

Waiver Agreement

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

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

of Incorporation.

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

basis into the Company’s Class A Common Stock concurrently with the closing of the Merger Agreement.

Merger Agreement also calls for additional agreements, including, among others, non-competition agreements, employment agreements,

voting support agreements, and a registration rights agreement.

Subscription Agreements

Company engaged Barclays Capital Inc.

and Deutsche Bank Securities Inc.

as co-lead private placement agents, and engaged Canaccord

Genuity LLC as co-placement agent for a private placement of the Company’s Class A common stock.

with the execution of the Merger Agreement, the Company entered into subscription agreements (“Subscription Agreements”)

with certain qualified institutional buyers and institutional accredited investors (collectively, the “Investors”),

pursuant to which the Company will, substantially concurrently with, and contingent upon, the consummation of the Merger, issue

an aggregate of 12,500,000 shares of the Company’s Class A Common Stock to the Investors at a price of $10.00 per share,

for aggregate gross proceeds to the Company of $125,000,000 (the “PIPE”).

The closing of the Subscription Agreements

is conditioned upon, among other things, (i) the substantially concurrent consummation of the Merger, (ii) the accuracy of all

representations and warranties of the Company and the Investors in the Subscription Agreements, and (iii) the Merger Agreement

shall not have been amended or modified, and no waiver shall have occurred thereunder, that would reasonably be expected to materially

and adversely affect the economic benefits that the Investor would reasonably expect to receive under the Subscription Agreement

without having received the Investor’s prior written consent.

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 shares of

the Company 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.

shares of the Company’s Class A common stock were offered and sold to the Investors in reliance on the exemption from registration

provided by Section 4(a)(2) of the Securities Act, based on the fact that the sale will have been made without any general solicitation

or advertising and based on representations from each Investor that (a) it was a “qualified institutional buyer”

defined in Rule 144A under the Securities Act) or an institutional “accredited investor”

(within the meaning of Rule

501(a) under the Securities Act), (b) it was purchasing the shares of the Company Common Stock for its own account investment,

and not with a view to distribution, (c) it had been given full and complete access to information regarding the Company, DocGo,

and the Merger, and (d) it understood that the offer and sale of the shares of the Company’s common stock was not registered

and the shares may not be publicly sold or otherwise disposed of without registration under the Securities Act or an applicable

exemption therefrom.

of the Merger is subject to the satisfaction or waiver by the respective parties of a number of conditions, including the approval

of the Merger Agreement and the transactions contemplated thereby by the Company’s and DocGo’s respective stockholders.

Other closing conditions include, among others:

(i) the respective

representations

of the parties to each other being true and correct;

(ii) performance and compliance with in all material respects of the respective

covenants and agreements of each party;

(iii) the applicable waiting periods, if any, under the Hart-Scott-Rodino Antitrust Improvements

Act of 1976 having expired or terminated;

(iv) obtaining the approval of the New York Department of Health with respect to the

Merger and other transactions contemplated by the Merger Agreement;

(v) DocGo having delivered financial statements with an unqualified

audit opinion rendered by an auditing firm qualified by the Public Company Accounting Oversight Board (PCAOB);

(vi) the aggregate

amount of cash remaining in the Company’s Trust Account after taking into consideration redemptions by the Company’s

public stockholders and other permitted disbursements, together with the proceeds of the PIPE (defined below), equaling or exceeding

$175,000,000 (the “Minimum Cash Condition”);

and (vii) the Company having at least $5,000,001 of net tangible assets

remaining after the closing of the contemplated transactions.

Merger Agreement may be terminated:

(i) by mutual written consent of the parties;

(ii) by either party if the Merger has not been

consummated by November 8, 2021 (the Outside Date”);

(iii) by either party if the Company or DocGo do not obtain the

required approval of their respective stockholders;

(iv) by either party in in the event of the breach of any covenant, representation

or warranty by the other party that is not cured by the Outside Date;

or (v) by the Company if DocGo has not delivered financial

statements with an unqualified audit opinion rendered by a PCAOB-qualified auditing firm by June 30, 2021.

Pursuant to the Mid Atlantic asset purchase agreement

forementioned in Note 4, Acquisition of Businesses and Asset Acquisitions, a capital call notice was delivered to the members of FMC NA

A contribution of $ 2.06 million by the non-controlling member was received on January 27, 2022.

On March 7, 2022, the Company signed an agreement to fund its

captive insurance company’s self-depleting trust account with $ 6.8 million, which will be utilized for future insurance

The $ 6.8 million funded is restricted to be used for monthly expenses related to the Company’s self- insurance

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

November 10, 2021, the members of the audit committee of the Board unanimously approved a resolution appointing Urish Popeck & Co.

LLC (“Urish”) as DocGo’s independent registered public accounting firm to audit DocGo’s consolidated financial

statements for the fiscal year ending December 31, 2021.

Urish served as the independent registered public accounting firm of Ambulnz

prior to the Business Combination.

Accordingly, WithumSmith+Brown, PC (“Withum”), Motion’s independent registered public

accounting firm prior to the Business Combination, was informed on November 10, 2021 that it was dismissed as DocGo’s independent

registered public accounting firm.

audit report of Withum on Motion’s financial statements for the fiscal year ending December 31, 2020, its year of formation and

sole reporting fiscal year, did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainties,

audit scope or accounting principles, except that such audit report emphasized the restatement of Motion’s financial statements

due to its change in accounting for warrants.

the period from August 11, 2020 (inception) through December 31, 2020 and the subsequent interim period through November 5, 2021, there

were no disagreements between Motion and Withum on any matter of accounting principles or practices, financial disclosure or auditing

scope or procedure, which disagreements, if not resolved to the satisfaction of Withum, would have caused it to make reference to the

subject matter of the disagreements in its reports on Motion’s financial statements for such year.

the period from August 21, 2020 (inception) through December 31, 2020 and the subsequent interim period through November 5, 2021, there

were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange

Act), except for a material weakness in Motion’s pre-Business Combination internal control over financial reporting related to

the accounting for warrants issued by Motion.

the fiscal year ending December 31, 2020 and the subsequent interim period through November 10, 2021, neither DocGo, nor any party on

behalf of DocGo, consulted with Urish with respect to either (i) the application of accounting principles to a specified transaction,

either completed or proposed, or the type of the audit opinion that might be rendered with respect to DocGo’s consolidated financial

statements, and no written report or oral advice was provided to DocGo by Urish that was an important factor considered by Urish in reaching

a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was subject to any disagreement (as that

term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as that

term is defined in Item 304(a)(1)(v) of Regulation S-K).

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 8. Financial Statements and Supplementary Data