What changed in this filing

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Item 9A. Controls and Procedures

2022-03-15 compared with 2021-03-30 · 116 added, 643 removed, 12 unchanged (98% of the section changed)

Controls and Procedures.

of Disclosure Controls and Procedures

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed

in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods

specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures

designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated

and communicated to management, including our Chief Executive Officer (who serves as our principal executive officer) and Chief

Financial Officer (who serves as our principal financial and accounting officer), to allow timely decisions regarding required

required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out

an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2020.

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and

procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Management’s

report on internal control over financial reporting

Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial

reporting or an attestation report of our independent registered public accounting firm due to a transition period established

by rules of the SEC for newly public companies.

Evaluation of Disclosure Controls and Procedures

Based on our management’s evaluation (with

the participation of our principal executive officer and principal financial officer), as of the end of the period covered by this report,

our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined

in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) are effective

to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and

communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely

decisions regarding required disclosure.

in Internal Control over Financial Reporting

was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2020 that has

materially affected, or is reasonable likely to materially affect, our internal control over financial reporting.

change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred

during the quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control

over financial reporting.

Annual Report on Internal Control Over Financial Reporting

Annual Report does not include a report of management’s assessment regarding our internal control over financial reporting (as

defined in Rule 13a-15(f) under the Exchange Act) or an attestation report of our independent registered accounting firm due to a transition

period established by rules of the Securities and Exchange Commission for newly public companies.

Report of Registered Public Accounting Firm

an emerging growth company, we are not required to provide an attestation report on our internal control over financial reporting issued

by the Company’s independent registered public accounting firm.

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

and Executive Officers

officers and directors are as follows:

Chairman of the

Michael Burdiek

Chief Executive

Officer and Director

Richard Vitelle

Chief Financial

Officer and Secretary

Garo Sarkissian

Executive Vice President,

Corporate Development

Travers has served as our Chairman of the Board since our formation.

Travers has over 30 years of industry experience

leading multi-national companies selling and marketing high technology products and services.

In addition, he has diverse experience

successfully building high growth companies in the public and private sectors.

Travers served as the Chairman of the Board

of Fleetmatics Group plc (NYSE:

FLTX) , a global provider of mobile workforce solutions

for service-based businesses of all sizes delivered as software-as-a-service (SaaS), from 2013 to 2016 and served as its Chief

Executive Officer from 2006 to 2016.

While Chief Executive Officer of Fleetmatics, Mr.

Travers had responsibility for the company’s

global operations and strategic direction.

Prior to joining Fleetmatics, he served as Senior Vice President of the Americas of

GEAC Computer Corporation Limited (Nasdaq:

GEAC) where he helped grow the company through a series of successful acquisitions

in addition to delivering strong organic revenue growth.

Prior to GEAC, Mr.

Travers was Chief Executive Officer and Chief Operating

Officer of Harbinger Corporation (Nasdaq:

HRBC), a leading provider of e-commerce software and services.

Travers previously

held senior level positions in sales, marketing and general management with Texas Instruments Inc.

Travers holds a Business

Administration degree from East Stroudsburg University of Pennsylvania and an Executive MBA studies at the McCombs School of Business

at the University of Texas in Austin, Texas.

We believe Mr.

Travers is well-qualified to serve as a member of our board of directors

due to his business experience, contacts and relationships.

Burdiek has served as our Chief Executive Officer and a member of our board of directors since our formation.

served as President, Chief Executive Officer and a director of CalAmp Corp.

CAMP), a SaaS technology company providing

wireless communications solutions, from June 2006 to March 2020, and since March 2020, Mr.

Burdiek has served as an advisor to

He joined CalAmp as Executive Vice President in 2006, was appointed President of its Wireless DataCom segment in 2007,

and was named Chief Operating Officer in 2008.

In 2010, his responsibilities were expanded further, and he was given the additional

title of President.

He was promoted to Chief Executive Officer and director in 2011.

Prior to joining CalAmp, Mr.

the President and Chief Executive Officer of Telenetics Corporation, a manufacturer of data communications products, from 2003

From 1987 to 2003, Mr.

Burdiek held a variety of technical and executive management roles with Comarco, Inc., a provider

of test solutions to the wireless industry.

Burdiek began his career as a design engineer with Hughes Aircraft Company.

currently serves as a member of the Board of Directors of Five9, Inc.

FIVN), a SaaS cloud-based contact center software

He holds MBA and MSEE degrees from California State University–Fullerton, and a B.S.

degree in Electrical Engineering

from Kansas State University.

We believe Mr.

Burdiek is well-qualified to serve as a member of our board of directors due to his

business experience, contacts and relationships.

Vitelle has served as our Chief Financial Officer and Secretary since our formation.

Vitelle has over 30 years of

experience in senior financial management roles with publicly held companies.

Since August 2018, Mr.

Vitelle has served as a financial

consultant for several companies including CalAmp, Dune Labs Inc., a technology startup in the water metering space, and Ganna

Walska Lotusland, a non-profit organization.

From 2001 to August 2018, Mr.

Vitelle served as Executive Vice President, Chief Financial

Officer and Secretary/Treasurer of CalAmp.

Prior to joining CalAmp, he served as Vice President of Finance and Administration,

Chief Financial Officer and Treasurer of SMTEK International, Inc.

SMTI), an electronics manufacturing services provider

acquired by CTS Corporation (NYSE:

CTS), from 1996 to 2001.

Earlier in his career, Mr.

Vitelle served as a senior manager with

Price Waterhouse (now PricewaterhouseCoopers).

Vitelle currently serves on the Board of Trustees of Ganna Walska Lotusland

in Montecito, California, where he chairs the Audit Committee.

He is a licensed CPA in the State of California.

Vitelle holds

an MBA degree from University of California, Los Angeles, and graduated summa cum laude from California State Polytechnic University,

Pomona with a B.S.

degree in Business Administration.

Sarkissian has served as our Executive Vice President, Corporate Development since our formation.

Since August 2019, Mr.

Sarkissian has served as Chief Executive Officer and founder of Dune Labs Inc.

From 2005 to March 2019, Mr.

Sarkissian served

as Senior Vice President, Corporate Development and Executive Officer of CalAmp.

From 2003 to 2005, he served as Principal and

Vice President of Business Development for Global Technology Investments, a private equity firm.

From 1999 to 2003, Mr.

held senior management and business development roles at California Eastern Laboratories, a private company developing and marketing

radio frequency (RF), microwave and optical components.

Sarkissian began his career as an RF engineer over a span of 10 years

for MACom Technology Solutions and NEC Corporation.

Sarkissian is currently a member of the board of directors of Smartwitness

Holdings Inc., a video telematics company.

He holds an MBA degree from INSEAD, an M.S.

degree in Electrical Engineering from University

of California, Irvine and a B.S.

degree in Electrical and Computer Engineering from California State Polytechnic University, Pomona.

Flett has served as a member of our board of directors since our formation.

Flett has spent the last two decades

investing in the technology industry, specializing in mobility, communications, security, software, and data analytics.

2018, he has served as a General Partner at Mobility Impact Partners, a private equity platform focused on transportation mobility

technologies.

Since 2015, he has also served as Managing Principal at Growth Control Capital, where he has focused on growth equity

transactions in the mobility space.

He also currently sits on the boards of Truce Software, Avrios and EDriving.

formerly a Partner with Investcorp Technology Partners from 1998 to 2013.

He also served as a director of Fleetmatics from 2008

through its 2012 initial public offering and subsequent sale to Verizon in 2016 and was a member of its Audit Committee.

a Mechanical Engineering degree from the University of Victoria and an MBA from the Wharton School of the University of Pennsylvania.

We believe Mr.

Flett is well-qualified to serve as a member of our board of directors due to his business experience, contacts

and relationships.

Licht has served as a member of our board of directors since our formation.

Licht is an entrepreneur with over 30

years of experience in the formation, financing and operations of connected car services and technology companies.

served as President of Licht & Associates, a strategic consulting services firm that conducts strategic business analysis,

develops business and operating plans, evaluates market opportunities and technology trends, assists with financing and proposes

alternative business strategies for chief executive officers and their executive teams in the telematics, IoT and location-based

services industries, since 2007.

In that capacity, Mr.

Licht has worked with investment bankers and private equity funds, as well

as directly with boards of directors and management teams of companies in the US, Latin America and Europe.

Licht has also

served as Senior Advisor of C.J.

Driscoll & Associates since 2010 and as an Advisor at Motus Ventures since 2016.

co-founded North American Teletrac in 1985 and served as its President until 2001.

He also served as the Executive Vice President

for Strategy at AirTouch Teletrac from 1991 until 1996.

He co-founded Ituran Location and Control Ltd.

Licht also co-founded SigmaOne Communications in 1998 and served as its President until 2001.

Licht currently serves

on the boards of directors or advisory boards of a number of fleet management, insurance telematics, traffic information, UBI,

cybersecurity, data mining, EV and OEM focused technology companies, including Preteckt, Roadz, EDriving and GPS Dashboard.

previously served on the board of directors of Inseego Corp.

INSG) and Advisory Board of Lytx, Inc.

Licht holds a

in International Relations from The London School of Economics and a B.A.

in Political Science from the University of California,

We believe Mr.

Licht is well-qualified to serve as a member of our board of directors due to his business experience,

contacts and relationships.

Messman has served as a member of our board of directors since our formation.

Messman is the Managing Director of

South Bay Ventures, a venture capital firm he founded in 2018 to make early-stage investments in cloud technology companies.

has also served as Special Venture Partner with Fontinalis Partners, LLC a venture capital firm that invests in next generation

mobility, since 2018.

Investment areas of Fontinalis Partners and South Bay Ventures include autonomous vehicles, connected cars

and fleets, supply chain and logistics, mobility services, and several others.

He was formerly Chief Financial Officer of Velocify,

Inc., a SaaS based sales acceleration platform acquired by Ellie Mae (NYSE:

ELLI) in November 2017.

Prior to that, he was the

Chief Financial Officer of Telogis, a SaaS provider of fleet and mobile resource management solutions to large enterprises, until

its acquisition by Verizon (NYSE:

VZ) in August 2016.

While at Telogis, he led the process of raising over $200 million in equity

and debt capital to fund growth and completed six acquisitions prior to the company’s sale.

Prior to Telogis, he led corporate

financial planning for International Rectifier, a semiconductor manufacturer, with responsibilities that included SEC and financial

reporting, capital transactions and financial planning and analysis.

He previously spent several years as an investment banker

focused on mergers and financings in the technology services and software sectors.

Messman holds a B.S.

in Economics from

the Wharton School at the University of Pennsylvania and an MBA in Finance from the Graziadio School of Business at Pepperdine

We believe Mr.

Messman is well-qualified to serve as a member of our board of directors due to his industry, operational

and transactional experience.

and Terms of Office of Officers and Directors

board of directors is divided into three classes with only one class of directors being elected in each year and each class (except

for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term.

In accordance with

Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal

year end following our listing on Nasdaq.

The term of office of the first class of directors, consisting of Mr.

Messman, will

expire at our first annual meeting of stockholders.

The term of office of the second class of directors, consisting of Messrs.

Flett and Licht, will expire at the second annual meeting of stockholders.

The term of office of the third class of directors,

consisting of Messrs.

Travers and Burdiek, will expire at the third annual meeting of stockholders.

officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific

terms of office.

Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

Our bylaws provide that our officers may consist of a Chairman or Co-Chairmen of the Board, Chief Executive Officer, Chief Financial

Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by

the board of directors.

of the Board of Directors

board has three standing committees:

an audit committee, a compensation committee and a nominating committee.

Subject to phase-in

rules and a limited exception, which we are not taking advantage of, Nasdaq rules and Rule 10A-3 of the Exchange Act require that

the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation

committee of a listed company be comprised solely of independent directors.

“independent director”

is defined generally as a person other than an officer or employee of the company or its subsidiaries

or any other individual having a relationship, which, in the opinion of the company’s board of directors, would interfere

with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

We have determined

Flett, Licht, and Messman are independent directors under the Nasdaq rules and Rule 10A-3 of the Exchange Act.

independent directors have regularly scheduled meetings at which only independent directors are present.

as of October 14, 2020, we established an audit committee of our board of directors.

Flett, Licht and Messman serve as

members of our audit committee, and Mr.

Messman chairs the audit committee.

Under the Nasdaq listing standards and applicable

SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent, subject to

certain phase-in provisions which we are not utilizing.

Each of Messrs.

Flett, Licht and Messman meet the independent director

standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

member of the audit committee is financially literate and our board has determined that Mr.

Messman qualifies as an “audit

committee financial expert”

as defined in applicable SEC rules.

principal functions of the audit committee, include:

appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent

registered public accounting firm engaged by us;

● pre-approving

all audit and permitted non-audit services to be provided by the independent auditors or any other registered public accounting

firm engaged by us, and establishing pre-approval policies and procedures;

and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued

independence;

clear hiring policies for employees or former employees of the independent auditors;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal

quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review,

of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years

respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the

SEC prior to us entering into such transaction;

with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters,

including any correspondence with regulators or government agencies and any employee complaints or published reports that raise

material issues regarding our financial statements or accounting policies and any significant changes in accounting standards

or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

the period from August 11, 2020 (inception) through December 30, 2020, our Audit Committee held one meeting.

as of October 14, 2020, we established a compensation committee of our board of directors, and Messrs.

Flett, Licht and Messman

have been appointed to serve as members of this committee.

Under the Nasdaq listing standards and applicable SEC rules, we are

required to have at least two members of the compensation committee, both of whom must be independent, subject to certain phase-in

provisions which we are not taking advantage of.

Flett, Licht and Messman all meet the independent director standard under

Nasdaq listing standards applicable to members of the compensation committee.

principal functions of the compensation committee, as set forth in the committee’s charter, include:

and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation,

evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving

the remuneration (if any) of our Chief Executive Officer based on such evaluation;

and approving on an annual basis the compensation of all of our other officers;

on an annual basis our executive compensation policies and plans;

● implementing

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

required, producing a report on executive compensation to be included in our annual proxy statement;

evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding

the foregoing, as indicated above, other than reimbursement of expenses, no compensation of any kind, including finders, consulting

or other similar fees, will be paid to any of our officers, directors or any of their respective affiliates for services rendered

prior to or in connection with the completion of our initial business combination.

charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation

consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of

the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel

or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required

by Nasdaq and the SEC.

the period from August 11, 2020 (inception) through December 31, 2020, our Compensation Committee did not hold any meetings.

as of October 14, 2020, we established a nominating committee of our board of directors, and Messrs.

Flett, Licht and Messman

have been appointed to serve as members of this committee, all of whom are independent in accordance with Nasdaq regulations.

The primary purpose of our nominating committee is to assist the board in identifying, screening and reviewing individuals

qualified to serve as directors and recommending to the board of directors candidates for nomination for election at the annual

meeting of stockholders or to fill vacancies on the board of directors.

The nominating governance committee is governed by a charter

that complies with Nasdaq rules.

the period from August 11, 2020 (inception) through December 31, 2020, our Nominating Committee did not hold any meetings.

addition to director candidates recommended by our nominating committee, the board of directors will also consider director candidates

recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at

the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).

Our stockholders that wish to

nominate a director for election to our board of directors should follow the procedures set forth in our bylaws.

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors

In general, in identifying and evaluating nominees for director, our board of directors considers educational background,

diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and

the ability to represent the best interests of our stockholders.

have adopted a Code of Ethics applicable to our directors, officers and employees.

We have previously filed a copy of our Code

of Ethics and our audit, compensation and nominating committee charters as exhibits to the registration statement in connection

with our Initial Public Offering.

You may review these documents by accessing our public filings at the SEC’s web site at

www.sec.gov .

In addition, a copy of the Code of Ethics will be provided without charge by us upon request.

information required under this Item 10 of Form 10-K is incorporated herein by reference to our definitive proxy statement pursuant to

Regulation 14A, to be filed with the Commission not later than 120 days after the close of our fiscal year ended December 31, 2021.

have adopted a Code of Ethics that applies to all of our directors, officers and employees, including our principal executive, principal

financial and principal accounting officers, or persons performing similar functions.

Our Code of Ethics is posted on our website located

at www.DocGo.com.

We intend to disclose future amendments to certain provisions of the Code of Ethics, and waivers of the Code of Ethics

granted to executive officers and directors, on the website within four business days following the date of the amendment or waiver.

Executive Compensation.

of our officers or directors has received any cash compensation for services rendered to us, and no compensation of any kind,

including finder’s and consulting fees, will be paid by us to our officers, directors, or any of their respective affiliates,

for services rendered prior to or in connection with the completion of our initial business combination.

However, these individuals

will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf.

the completion of our initial business combination, directors or members of our management team who remain with us may be paid

consulting or management fees from the combined company.

All of these fees will be fully disclosed to stockholders, to the extent

then known, in the proxy solicitation materials or tender offer documents furnished to our stockholders in connection with a proposed

initial business combination.

We have not established any limit on the amount of such fees that may be paid by the combined company

to our directors or members of management.

It is unlikely the amount of such compensation will be known at the time of the proposed

initial business combination, because the directors of the post-combination business will be responsible for determining officer

and director compensation.

Any compensation to be paid to our officers will be determined, or recommended to the board of directors

for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent

directors on our board of directors.

our formation, we have not granted any stock options or stock appreciation rights or any other awards under long-term incentive

plans to any of our executive officers or directors.

our initial business combination, to the extent we deem it necessary, we may seek to recruit additional managers to supplement

the incumbent management team of the target business.

We cannot assure you that we will have the ability to recruit additional

managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the target’s

incumbent management team.

information required by this Item 11 of Form 10-K will be included in our definitive proxy statement and is incorporated herein

by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Compensation Plan Information

have no compensation plans under which equity securities are authorized for issuance.

Ownership of Securities

following table sets forth information regarding the beneficial ownership of our common stock as of March 29, 2021, by:

person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

of our executive officers, directors and director nominees that beneficially owns shares of our common stock;

our executive officers, directors and director nominees as a group.

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all

shares of common stock beneficially owned by them.

The following table does not reflect record or beneficial ownership of the

Private Placement Warrants as these warrants are not exercisable within 60 days of the date of this report.

and Address of Beneficial Owner (1)

of Shares Beneficially

of Outstanding

Directors and Executive Officers

James Travers (2)

Michael Burdiek (2)

Richard Vitelle (2)

Garo Sarkissian (2)

Andrew Flett (3)

Mark Licht (3)

Kyle Messman (3)

All officers and directors as a group (seven individuals)

Five Percent Holders

Motion Acquisition LLC (2)

Adage Capital Partners, L.P.

table is based on 14,375,000 shares of common stock outstanding at March 29, 2021, of

which 11,500,000 were Class A common stock and 2,875,000 were Founder Shares.

otherwise noted, the business address of each of the beneficial owners listed above is

c/o Graubard Miller, 405 Lexington Avenue, New York, New York 10174.

Travers, Michael Burdiek, Richard Vitelle, and Garo Sarkissian are each managing members

of Motion Acquisition LLC and, accordingly, each may be deemed to be the beneficial owner

of the securities held by Motion Acquisition LLC.

Each such individual disclaims beneficial

ownership over any securities held by Motion Acquisition LLC except to the extent of

his pecuniary interest therein.

not include securities held by Motion Acquisition LLC, of which such person is a member.

Each such individual disclaims beneficial ownership over any securities held by Motion

Acquisition LLC except to the extent of his pecuniary interest therein.

(4) According

to a Schedule 13G filed with the SEC on October 29, 2020 on behalf of Adage Capital Partners,

L.P., Adage Capital Partners GP, L.L.C., Adage Capital Advisors, L.L.C., Robert Atchinson

and Phillip Gross, the shares reported herein are directly owned by Adage Capital Partners,

Adage Capital Partners GP, L.L.C.

is the general partner of Adage Capital Partners,

L.P., Adage Capital Advisors, L.L.C.

is the managing member of Adage Capital Partners

GP, L.L.C., and Messrs.

Atchinson and Gross are managing members of Adage Capital Advisors,

Adage Capital Partners, L.P.

has the power to dispose of and the power to vote

the shares of common stock beneficially owned by it, which power may be exercised by

its general partner, Adage Capital Partners GP, L.L.C.

Adage Capital Advisors, L.L.C.,

as managing member of Adage Capital Partners GP, L.L.C., directs Adage Capital Partners

GP, L.L.C.’s operations.

Atchinson and Gross, as managing members of Adage

Capital Advisors, L.L.C., have shared power to vote the shares of common stock.

of Adage Capital Partners, L.P.

is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts

information required by this Item 12 of Form 10-K will be included in our definitive proxy statement and is incorporated herein

by reference.

Certain Relationships and Related Transactions and Director Independence.

August 2020, 3,737,500 Founder Shares were issued to our Sponsor, Motion Acquisition LLC, in exchange for a capital contribution

of $25,000, or approximately $0.007 per share.

In October 2020, our Sponsor surrendered 431,250 Founders Shares for no consideration,

which resulted in the total number of Founders Shares outstanding decreasing to 3,306,250.

In November 2020, an additional 431,250

Founders Shares were forfeited by the Sponsor and were canceled by the Company as a result of the underwriter waiving its over-allotment

option for our Initial Public Offering.

As a result of this forfeiture and cancellation, there are 2,875,000 Founders Shares currently

outstanding, which represent 20.0% of the total number of common shares issued and outstanding.

Placement Warrants

with the closing of our Initial Public Offering on October 19, 2020, the Sponsor purchased a total of 2,533,333 Private Placement

Warrants for a purchase price of $1.50 per warrant, of $3,800,000 in the aggregate, in a private placement.

Each Private Placement

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

The Private Placement Warrants

(including the Class A common stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred,

assigned or sold by the holder until 30 days after the completion of our initial business combination.

Party Loans and Advances

the consummation of our Initial Public Offering, our only sources of liquidity were the $25,000 proceeds from the sale of Founder

Shares to our Sponsor and a loan from our Sponsor of approximately $71,000 to cover certain Initial Public Offering costs and

operating expenses.

On October 19, 2020, we repaid the loan from our Sponsor in full.

addition, in order to finance transaction costs in connection with an intended initial business combination, our Sponsor or certain

of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete an initial business

combination, we would repay such loaned amounts.

In the event that our initial business combination does not close, we may use

a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account

would be used for such repayment.

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

$1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender.

would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.

as set forth above, the terms of such loans by our officers and directors, if any, have not been determined and no written agreements

exist with respect to such loans.

Prior to the completion of our initial business combination, we do not expect to seek loans

from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan

such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

on Liability and Indemnification of Officers and Directors

amended and restated certificate of incorporation provides that our officers and directors will be indemnified by us to the fullest

extent authorized by Delaware law, as it now exists or may in the future be amended.

In addition, our amended and restated certificate

of incorporation provides that our directors will not be personally liable for monetary damages to us or our stockholders for

breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in

bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or

unlawful redemptions, or derived an improper personal benefit from their actions as directors.

have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification

provided for in our amended and restated certificate of incorporation.

Our bylaws also permit us to secure insurance on behalf

of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would

permit such indemnification.

We have purchased a policy of directors’

and officers’

liability insurance that insures

our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures

us against our obligations to indemnify our officers and directors.

Except with respect to any Public Shares they acquired in

our Initial Public Offering or thereafter (in the event we do not consummate an initial business combination), our officers and

directors have agreed to waive (and any other persons who may become an officer or director prior to the initial business combination

will also be required to waive) any right, title, interest or claim of any kind in or to any monies in the Trust Account, and

not to seek recourse against the Trust Account for any reason whatsoever, including with respect to such indemnification.

provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty.

provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though

such an action, if successful, might otherwise benefit us and our stockholders.

Furthermore, a stockholder’s investment

may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant

to these indemnification provisions.

believe that these provisions, the directors’

and officers’

liability insurance and the indemnity agreements are necessary

to attract and retain talented and experienced officers and directors.

Party Transaction Policy

to the consummation of our Initial Public Offering, we adopted a code of ethics requiring us to avoid, wherever possible, all

conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee

of our board) or as disclosed in our public filings with the SEC.

Under our code of ethics, conflict of interest situations include

any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the

addition, our audit committee, pursuant to a written charter that we adopted prior to the consummation of our Initial Public Offering,

is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions.

An affirmative

vote of a majority of the members of the audit committee present at a meeting at which a quorum is present is required in order

to approve a related party transaction.

A majority of the members of the entire audit committee constitutes a quorum.

a meeting, the unanimous written consent of all of the members of the audit committee is required to approve a related party transaction.

We also require each of our directors and executive officers to complete a directors’

and officers’

questionnaire

that elicits information about related party transactions.

procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents

a conflict of interest on the part of a director, employee or officer.

holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans

(and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be

issued upon conversion of working capital loans and upon conversion of the Founder Shares) will be entitled to registration rights

pursuant to a registration rights agreement, dated October 14, 2020, requiring us to register such securities for resale (in the

case of the Founder Shares, only after conversion to our Class A common stock).

The holders of these securities, having a value

of at least $25 million in the aggregate, are entitled to make up to three demands, excluding short form demands, that we

In addition, the holders have certain “piggy-back”

registration rights with respect to registration

statements filed subsequent to our completion of our initial business combination and rights to require us to register for resale

such securities pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that we will

not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period,

which occurs (a) in the case of the Founder Shares, on the earlier of (A) one year after the completion of our initial business

combination or (B) subsequent to our business combination, (i) if the last sale price of our Class A common stock equals or exceeds

$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading

days within any 30-trading day period commencing at least 150 days after our initial business combination or (ii) the date

on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in

all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property and (b)

in the case of the Private Placement Warrants and the respective Class A common stock underlying such warrants, 30 days after

the completion of our initial business combination.

We will bear the expenses incurred in connection with the filing of any such

registration statements.

listing standards require that a majority of our board of directors be independent.

An “independent director”

generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship

which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent

judgment in carrying out the responsibilities of a director.

Our board of directors has determined that Andrew Flett, Mark Licht

and Kyle Messman, who constitute a majority of board, are “independent directors”

as defined in the Nasdaq listing

standards and applicable SEC rules.

Principal Accounting Fees and Services

firm of WithumSmith+Brown, PC (“Withum”) acts as our independent registered public accounting firm.

The following

is a summary of Withum’s fees for the period from August 11, 2020 (inception) through December 31, 2020 (“Fiscal 2020”).

Withumn’s fees for services performed in connection with our Initial Public Offering, the review of our Form 10-Q

for the quarter ended September 30, 2020, and the audit of our Fiscal 2020 financial statements included in this Annual Report

on Form 10-K were approximately $68,900.

Audit-Related

Withum did not render any assurance and related services related to the performance of the audit or review of financial

statements in Fiscal 2020.

For Fiscal 2020, Withum did not render services for tax compliance, tax advice or tax planning in Fiscal 2020.

For Fiscal 2020, there were no fees billed for products and services provided by Withum other than those set forth

on Board Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditors

audit committee was formed upon the consummation of our Initial Public Offering.

As a result, the audit committee did not pre-approve

all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our

board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will

pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees

and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved

by the audit committee prior to the completion of the audit).

Exhibits, Financial Statement Schedules

following documents are filed as part of this Annual Report on Form 10-K:

See “Index to Financial Statements”

in “Item 8.

Statements and Supplementary Data”

(b) Financial

Statement Schedules.

All schedules are omitted for the reason that the information is

included in the financial statements or the notes thereto or that they are not required

or are not applicable.

The exhibits listed in the accompanying index to exhibits are filed or incorporated by

reference as part of this Annual Report on Form 10-K.

Merger Agreement, dated as of March 8, 2021, by and among the Registrant, Motion Merger Sub Corp.

and Ambulnz Inc.

(incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed on March 9, 2021).

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 16, 2020).

Bylaws (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 (File No.

333-249061) filed on September 25, 2020).

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No.

1 to the Registrant’s Registration Statement on Form S-1 (File No.

333-249061) filed on October 5, 2020).

Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to Amendment No.

1 to the Registrant’s Registration Statement on Form S-1 (File No.

333-249061) filed on October 5, 2020).

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to Amendment No.

1 to the Registrant’s Registration Statement on Form S-1 (File No.

333-249061) filed on October 5, 2020).

Warrant Agreement between the Registrant and Continental Stock Transfer & Trust Company dated October 14, 2020 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 16, 2020).

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

Form of Letter Agreement between the Registrant and each of the Company’s Sponsor, officers and directors (incorporated by reference to Exhibit 10.1 to Amendment No.

1 to the Registrant’s Registration Statement on Form S-1 (File No.

333-249061) filed on October 5, 2020).

Investment Management Trust Agreement between the Registrant and Continental Stock Transfer & Trust Company dated October 14, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 16, 2020).

Registration Rights Agreement between the Registrant and Motion Acquisition LLC dated October 14, 2020 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 16, 2020).

Form of Subscription Agreement for Private Warrants (incorporated by reference to Exhibit 10.5 to Amendment No.

1 to the Registrant’s Registration Statement on Form S-1 (File No.

333-249061) filed on October 5, 2020).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 16, 2020).

Administrative Services Agreement between the Registrant and Graubard Miller dated October 14, 2020 (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 16, 2020).

Form of Subscription Agreement for PIPE investments (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on March 9, 2021).

Form of Support Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on March 9, 2021).

Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed on March 9, 2021).

Sponsor Agreement, dated as of March 8, 2021, by and among the Registrant, Ambulnz, Inc., and Motion Acquisition LLC (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed on March 9, 2021).

Code of Ethics (incorporated by reference to Exhibit 14.1 to Amendment No.

1 to the Registrant’s Registration Statement on Form S-1 (File No.

information required by this Item 13 of Form 10-K will be included in our definitive proxy statement and is incorporated herein

by reference.

Principal Accountant Fees and Services.

information required by this Item 14 of Form 10-K will be included in our definitive proxy statement and is incorporated herein

by reference.

Exhibits and Financial Statement Schedules.

Financial Statements

part of this Annual Report on Form 10-K, the consolidated financial statements are listed in the accompanying index to financial statements

Financial Statement Schedules

schedules are omitted because they are not applicable, or the required information is shown in the Financial Statements or notes thereto.

Exhibit Index

following is a list of exhibits filed as part of this Annual Report on Form 10-K or are incorporated herein by reference:

Second Amended and Restated Certificate of Incorporation of DocGo Inc., dated November 5, 2021 (incorporated by reference to Exhibit 3.1 of DocGo’s Form 8-K, filed with the SEC on November 12, 2021).

Amended and Restated Bylaws of DocGo Inc.

(incorporated by reference to Exhibit 3.2 of DocGo’s Form 8-K, filed with the SEC on November 12, 2021).

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to Motion’s Registration Statement on Form S-1/A (File No.

333-249061), filed with the SEC on October 5, 2020).

Warrant Agreement, dated October 14, 2020, by and between Motion Acquisition Corp.

and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to Motion’s Current Report on Form 8-K, filed with the SEC on October 16, 2020).

Specimen Common Stock Certificate of DocGo Inc.

(incorporated by reference to Exhibit 4.3 of DocGo’s Form 8-K, filed with the SEC on November 12, 2021).

Description of Securities

Form of Letter Agreement between Motion Acquisition Corp., Motion Acquisition LLC, and each of Motion Acquisition Corp.’s officers and directors (incorporated by reference to Exhibit 10.1 to Amendment No.

1 to Motion’s Registration Statement on Form S-1 (File No.

333-249061) filed on October 5, 2020).

Power of Attorney (included in signature page).

Certificate of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

Certificate of the Principal Financial and Accounting Officer required by Rule 13a-14(a) or Rule 15d-14(a).

Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Certification of the Principal Financial and Accounting Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Form of Indemnification Agreement, between Motion Acquisition Corp.

and its officers and directors (incorporated by reference to Exhibit 10.4 of Motion’s Form 8-K, filed with the SEC on October 16, 2020).

Form of Lock-up Agreement, dated as of March 8, 2021, by and between Motion Acquisition Corp., Ambulnz, Inc., and certain equity holders of Ambulnz, Inc.

(incorporated by reference to Exhibit 10.3 to Motion’s Current Report on Form 8-K, filed with the SEC on March 9, 2021).

Amended and Restated Registration Rights Agreement, dated as of November 5, 2021, by and among Motion Acquisition Corp., Motion Acquisition LLC, and Stan Vashovsky (incorporated by reference to Exhibit 10.4 of DocGo’s Form 8-K, filed with the SEC on November 12, 2021).

2021 Stock Incentive Plan (incorporated by reference to Annex D to Motion’s Proxy Statement/Consent Solicitation/Prospectus (File No.

333-257681), filed with the SEC on October 14, 2021).

New Executive Agreement, effective November 5, 2021, by and between Motion Acquisition Corp.

and Stan Vashovsky (incorporated by reference to Exhibit 10.6 of DocGo’s Form 8-K, filed with the SEC on November 12, 2021).

New Executive Agreement, effective November 5, 2021, by and between Motion Acquisition Corp.

and Andre Oberholzer (incorporated by reference to Exhibit 10.7 of DocGo’s Form 8-K, filed with the SEC on November 12, 2021).

New Executive Agreement, effective November 5, 2021, by and between Motion Acquisition Corp.

and Anthony Capone (incorporated by reference to Exhibit 10.8 of DocGo’s Form 8-K, filed with the SEC on November 12, 2021).

New Executive Agreement, effective November 5, 2021, by and between Motion Acquisition Corp.

and Norm Rosenberg (incorporated by reference to Exhibit 10.9 of DocGo’s Form 8-K, filed with the SEC on November 12, 2021).

Form of Indemnification Agreement of DocGo Inc.

(incorporated by reference to Exhibit 10.10 of DocGo’s Form 8-K, filed with the SEC on November 12, 2021).

Stock Escrow Agreement, dated as of November 5, 2021, by and among Motion Acquisition Corp., Motion Acquisition LLC, and Continental Stock & Transfer Company (incorporated by reference to Exhibit 10.11 of DocGo’s Form 8-K, filed with the SEC on November 12, 2021).

Amended and Restated Sponsor Agreement, dated as of November 4, 2021, by and among Motion Acquisition Corp., Motion Acquisition LLC and Ambulnz, Inc.

(incorporated by reference to Exhibit 10.1 of Motion’s Form 8-K, filed with the SEC on November 5, 2021).

Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 of Motion’s Form 8-K, filed with the SEC on March 9, 2021).

Letter from WithumSmith+Brown, PC addressed to the Securities and Exchange Commission, dated as of November 10, 2021 (incorporated by reference to Exhibit 16.1 of DocGo’s Form 8-K, filed with the SEC on November 12, 2021)

Subsidiaries of DocGo Inc.

(incorporated by reference to Exhibit 21.1 to Motion’s Proxy Statement/Consent Solicitation/Prospectus (File No.

333-257681), filed with the SEC on October 7, 2021, as amended).

Consent of Independent Registered Public Accounting Firm.

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

Taxonomy Extension Schema Document

Taxonomy Extension Calculation Linkbase Document

Taxonomy Extension Definition Linkbase Document

Taxonomy Extension Label Linkbase Document

Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained

in Exhibit 101).

and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2).

any omitted schedule and/or exhibit will be furnished to the SEC upon request

management contract or compensatory plan or arrangement.

Form 10-K Summary

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused

this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

ACQUISITION CORP.

Michael Burdiek

Chief Executive Officer

Richard Vitelle

Chief Financial Officer

March 30, 2021

ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Michael Burdiek and

Richard Vitelle his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and

in his name, place and stead, in any and all capacities to sign any and all amendments to this Annual Report on Form 10-K, and

to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and

Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform

each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes

as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them,

or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the

capacities and on the dates indicated.

James Travers

March 30, 2021

James Travers

Michael Burdiek

Chief Executive

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this

Report to be signed on its behalf by the undersigned, thereunto duly authorized .

March 15, 2022

Executive Officer

to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on

behalf of the Registrant in the capacities and on the dates indicated.

/s/ Stan Vashovsky.

Chief Executive Officer and Director

Stan Vashovsky.

(principal executive officer)

Andre Oberholzer

Chief Financial Officer

Andre Oberholzer

(principal financial and accounting officer)

/s/ Chris Fillo

General Counsel and Secretary

/s/ Ira Smedra

/s/ Steven Katz

/s/ Michael Burdiek

Michael Burdiek

(Principal Executive

Richard Vitelle

Chief Financial

March 30, 2021

Richard Vitelle

(Principal Financial

and Accounting Officer) and Secretary

March 30, 2021

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 9A. Controls and Procedures