What changed in this filing

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Item 1. Financial Statements

2022-05-10 compared with 2021-11-15 · 1101 added, 700 removed, 54 unchanged (97% of the section changed)

Financial Statements

CONDENSED CONSOLIDATED

BALANCE SHEETS

September 30,

Condensed Consolidated Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended March 31, 2022 and 2021

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2022 and 2021

Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021

Notes to Unaudited Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

Current assets:

Cash and cash equivalents

$ 188,353,909

$ 175,537,221

Accounts receivable, net of allowance of $ 8,023,348 and $ 7,377,389 as of March 31, 2022 and December 31, 2021, respectively

Prepaid expenses and other current assets

Total current assets

Investments 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

$ 325,196,304

$ 309,602,652

Liabilities, Class A Common Stock Subject to Possible Redemption, and Stockholders’ Deficit

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

Franchise tax 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 initial public offering

Notes payable, non-current

Operating lease liability, non-current

Finance lease liability, non-current

Warrant liabilities

1 unchanged sentence

Commitments and Contingencies

Class A common stock, $ 0.0001 par value, subject to possible redemption at $ 10.00 per share ‒ 11,500,000 shares at September 30, 2021 and December 31, 2020

Stockholders’ Deficit:

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued or outstanding

Class A common stock, $ 0.0001

50,000,000 shares authorized;

2,875,000 and - 0 - shares issued and outstanding (excluding 11,500,000 and 11,500,000 shares

subject to possible redemption) at September 30, 2021 and December 31, 2020, respectively

Class B common stock, $ 0.0001 par value;

12,500,000 shares authorized;

- 0 - shares and 2,875,000 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively

STOCKHOLDERS’ EQUITY:

Common stock ($ 0.0001 par value;

500,000,000 shares authorized as of March 31, 2022 and December 31, 2021;

100,475,958 and 100,133,953 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively)

Additional paid-in-capital

2 unchanged sentences

( 63,556,714 )

Total Stockholders’ Deficit

Accumulated other comprehensive loss

Total stockholders’ equity attributable to DocGo Inc.

and Subsidiaries

Noncontrolling interests

Total stockholders’ equity

Total liabilities and stockholders’ equity

$ 325,196,304

$ 309,602,652

Total Liabilities, Class A Common Stock Subject to Possible Redemption, and Stockholders’ Deficit

The accompanying notes are an integral part

of these Condensed Consolidated Financial Statements.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

Three Months Ended

$ 117,891,552

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

( 1,873,958 )

The accompanying notes

are an integral part of these condensed consolidated financial statements.

UNAUDITED CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS

September 30,

General and administrative expenses

Loss from operations

Interest earned on investments held in Trust Account

Change in fair value of warrant liabilities

Total other income

Other income (expenses):

Interest income (expense), net

Loss on remeasurement of warrant liabilities

Loss on initial equity method investments

Other income (loss)

Total other income (expense)

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

( 1,988,967 )

Income tax expense

Net income (loss)

( 1,998,996 )

Weighted average number of Class A common shares outstanding, basic

Basic and diluted net income (loss) per Class A common share

Weighted average number of Class B common shares outstanding, basic

Basic and diluted

net income (loss) per Class B common share

The accompanying notes

are an integral part of these unaudited condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’

EQUITY (DEFICIT)

For the Three and Nine

Months Ended September 30, 2021

Net loss attributable to noncontrolling interests

( 1,257,257 )

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

and Subsidiaries

( 1,678,364 )

Other comprehensive income (loss)

Foreign currency translation adjustment

Total comprehensive gain (loss)

$ ( 1,670,366 )

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 Condensed Consolidated Financial Statements.

and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Preferred Stock

Comprehensive

Noncontrolling

Stockholders’

Balance – December 31, 2020

- December 31, 2020

$ 142,346,852

$ ( 87,300,472 )

Balance – March 31, 2021 (unaudited)

of reverse acquisition

of share due to merger recapitalization

( 18,099,548 )

1 unchanged sentence

( 35,488,938 )

of reverse acquisition

( 87,300,472 )

Balance – June 30, 2021 (unaudited)

issued for services

based compensation

Noncontrolling

interest contribution

currency translation

loss attributable to Noncontrolling interests

income attributable to stockholders of DocGo Inc.

and Subsidiaries

( 1,678,364 )

Conversion of Class B shares to Class A shares (1)

- March 31, 2021

$ 142,738,386

Balance – September 30, 2021 (unaudited)

$ ( 88,978,836 )

- December 31, 2021

$ 283,161,216

(1) Effective August 24, 2021, pursuant to an election made by

the Sponsor the 2,875,000 outstanding Class B common shares were converted on a one-for-one basis into Class A common shares.

For the Period from August 11, 2020 (Inception)

Through September 30, 2020

Stockholders’

Balance – August 11, 2020 (inception)

Issuance of Class B common stock to related party (2)

Balance – September 30, 2020 (unaudited)

(2) As a result of the underwriter not exercising its over-allotment

option at the time of the Company’s initial public offering, 431,250 Class B shares were forfeited in November 2020, which reduced

the number of outstanding Class B shares to 2,875,000.

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

UNAUDITED CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

September 30,

$ ( 63,556,714 )

$ 227,057,024

of stock options

based compensation

Restricted Stock

Noncontrolling

interest contribution

currency translation

loss attributable to Noncontrolling interests

( 1,257,257 )

income attributable to stockholders of DocGo Inc.

and Subsidiaries

- March 31, 2022

$ 284,938,732

$ ( 52,927,020 )

$ 240,264,309

The accompanying notes are an integral

part of these Condensed Consolidated Financial Statements.

and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)

$ ( 1,998,996 )

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

Interest earned on investments held in Trust Account

Change in fair value of warrant liabilities

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 from equity method investment

Bad debt expense

Stock based compensation

Loss on remeasurement of warrant liabilities

Changes in operating assets and liabilities:

Prepaid expenses

Other current assets

Accounts receivable

( 7,138,675 )

Prepaid expenses and other current assets

( 1,537,550 )

( 2,121,543 )

Accounts payable

Franchise taxes payable

Net cash used in operating activities

Accrued liabilities

Net cash provided by (used in) operating activities

( 1,384,175 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Interest released from Trust Account

Net cash provided by investing activities

Acquisition of property and equipment

Acquisition of intangibles

Acquisition of businesses

Net cash used in investing activities

( 1,137,040 )

( 1,276,054 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from note payable to related party

Payment of deferred offering costs

Net cash provided by financing activities

Net increase (decrease) in cash

Cash - beginning of the period

Cash - end of the period

Supplemental disclosure of noncash activities:

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

Deferred offering costs included in accounts payable

The accompanying notes

are an integral part of these unaudited condensed consolidated financial statements.

Proceeds from revolving credit line

Repayments of notes payable

Due to seller

Noncontrolling interest contributions

Proceeds from exercise of stock options

Payments on obligations under finance lease

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

( 3,202,822 )

Cash and restricted cash at beginning of period

Cash and restricted cash at end of period

$ 198,724,307

The accompanying notes are an integral part

of these Condensed Consolidated Financial Statements.

and Subsidiaries

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

Reconciliation of cash and restricted cash

Restricted Cash

Total cash and restricted cash shown in statement of cash flows

The accompanying notes are an integral part of these Condensed Consolidated

Financial Statements.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Description of Organization

and Business Operations

Business Combination

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

subsequent to the fiscal quarter ended September 30, 2021, the fiscal quarter to which this Quarterly Report on Form 10-Q (the “Report”)

relates, Motion Acquisition Corp.

(the “Company” or, prior to the closing of the Business Combination (as defined below),

sometimes referred to herein as “Motion”) consummated the previously announced Business Combination following meeting of its

stockholders, where the stockholders of the Company considered and approved, among other matters, a proposal to adopt that certain Agreement

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

corporation and a direct wholly owned subsidiary of the Company, and Ambulnz, Inc., a Delaware corporation (“Ambulnz”).

connection with the consummation of the Business Combination, the registrant changed its name from Motion Acquisition Corp.

Description of Organization and Business Operations

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 , pursuant to the terms and conditions

set forth in the Merger Agreement.

The material provisions of the Merger Agreement

are described in the Prospectus in the section entitled “Proposal No.1—The Business Combination Proposal—The Merger

Agreement” beginning on page 97.

Organization and General

Motion was incorporated as a Delaware corporation

on August 11, 2020.

The 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 was not limited

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

Prior to consummating the Business

Combination, the Company had neither engaged in any operations nor generated any revenues.

The Company’s management had 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 were intended to be generally applied toward completing

a business combination.

Sponsor and Financing

The Company’s sponsor is Motion Acquisition

LLC, a Delaware limited liability company (the “Sponsor”).

The registration statement for the Company’s Initial

Public Offering was declared effective on October 14, 2020.

On October 19, 2020, the Company consummated its Initial Public

Offering of 11,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units,

the “Public Shares” and with respect to the warrants included in the Units, the “Public Warrants”) 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).

Trust Account

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

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 were invested

“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.

Pursuant to stock exchange listing rules, the

Company was required to 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 could only complete a business combination if the post-transaction company owned or acquired 50 % or more of

the outstanding voting securities of the target or otherwise acquired 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

The Company’s amended and restated certificate

of incorporation provided 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 would be released until the earliest of:

(i) the completion of the business combination;

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 did not complete a business combination within 24 months

from the closing of the Initial Public Offering (such 24 month period, the “Combination Period”).

Liquidity and Capital Resources

The accompanying unaudited condensed consolidated

financial statements were prepared assuming the Company would continue as a going concern, which contemplates, among other things, the

realization of assets and satisfaction of liabilities in the normal course of business.

As of September 30, 2021, the Company had

approximately $ 59,000 of cash in its operating account and approximately $ 47,000 of negative working capital.

From inception on August

11, 2020 through the time of the Company’s Initial Public Offering on October 19, 2020, the Company’s liquidity needs were

satisfied through a payment of $ 25,000 from the Company’s Chief Executive Officer to fund certain offering costs in exchange

for the issuance of the Founder Shares (as defined below) to the Sponsor, and advances to the Company from the Sponsor of approximately

$ 71,000 under a related party note payable (the “Note Payable”) (see Note 4) to pay for other offering costs in connection

with the Initial Public Offering.

Subsequent to October 19, 2020 through September 30, 2021, the liquidity needs have been satisfied from

the net proceeds of the consummation of the Private Placement not held in the Trust Account.

The Company fully repaid the Note Payable

on October 19, 2020.

In addition, in order to finance transaction costs in connection with a business combination, the Company’s

officers, directors and initial stockholders could have provided the Company Working Capital Loans (as defined in Note 4), although they

were not required to do so.

At September 30, 2021 and as of the closing of the Business Combination, there were no Working Capital Loans

Note 2 – Basis of Presentation and Significant

Accounting Policies

Basis of Presentation

The accompanying unaudited

condensed consolidated financial statements are presented in U.S.

dollars in conformity with accounting principles generally accepted

in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC.

they do not include all of the information and footnotes required by GAAP.

In the opinion of management, the unaudited condensed consolidated

financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the

balances and results for the period presented.

Operating results for the three and nine month periods ended September 30, 2021 are not

necessarily indicative of the results that may be expected for the full year ending December 31, 2021.

The accompanying unaudited

condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included

in the Company’s Annual Report on Form 10K/A filed with the SEC on May 28, 2021.

Revision to Previously Reported Financial Statements

During the preparation of the Company’s unaudited

condensed consolidated financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should revise

its financial statements to classify the portion of Class A common stock which is subject to possible redemption in temporary equity.

In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions

not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity.

The Company had previously classified a portion of its Class A common stock which was subject to possible redemption in permanent equity,

or total stockholders’ equity.

Although the Company did not specify a maximum redemption threshold, its charter prior to the consummation

of the Business Combination provided that the Company would not redeem its public shares in an amount that would cause its net tangible

assets to be less than $ 5,000,001 .

Previously, the Company did not consider redeemable stock classified as temporary equity as part of

net tangible assets.

As a result, the Company revised its previously filed financial statements to classify the portion of its Class A

common stock which was subject to possible redemption in temporary equity and to recognize accretion from the initial book value to redemption

value at the time of its Initial Public Offering in accordance with ASC 480.

The change in the carrying value of the redeemable shares

of Class A common stock as of the Initial Public Offering resulted in a decrease of approximately $ 5.2 million in additional paid-in capital

and a charge of approximately $ 4.7 million to accumulated deficit, as well as a reclassification of 1,305,238 shares of Class A common

stock from permanent equity to temporary equity.

The Company will present this revision in a prospective manner.

Under this approach,

historical amounts presented in this Quarterly Report on Form 10-Q have been recast to be consistent with the new presentation, but the

previously issued balance sheet as of the Initial Public Offering date and previously issued Form 10-Qs will not be amended.

The impact of the revision to the audited consolidated balance sheet

as of December 31, 2020 and the unaudited condensed consolidated balance sheets at March 31, 2021 and June 30, 2021 was a reclassification

of $ 17.2 million, $ 15.2 million and $ 18.2 million, respectively, from total stockholders’ equity (deficit) to Class A common stock

subject to possible redemption in temporary equity.

There was no impact to the reported amounts for total assets, total liabilities, cash

flows, or net income (loss).

In connection with revised presentation for Class A common stock subject to possible redemption, the Company

also revised its earnings per share methodology to allocate net income (loss) on a shared, pro rata basis between the two classes of stock.

This revised methodology contemplates a Business Combination as the most likely outcome, pursuant to which outstanding shares under both

classes of common stock have a pro rata share in the net income (loss) of the Company.

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.

Use of Estimates

The preparation of unaudited condensed consolidated

financial statements in conformity with GAAP requires 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 revenue and expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

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 unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change

in the near term due to one or more future confirming events.

One of the more significant accounting estimates included in these financial

statements is the determination of the fair value of the derivative warrant liabilities.

Such estimates may be subject to change as more

current information becomes available.

Accordingly, the actual results could differ significantly from those estimates.

Concentration of Credit Risk

Financial 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.

Principles of Consolidation

The unaudited condensed consolidated financial

statements include the accounts of the Company and its wholly owned subsidiary, Merger Sub, at September 30, 2021.

Merger Sub had no assets

or liabilities as of September 30, 2021.

All significant inter-company transactions and balances have been eliminated in consolidation.

Investments Held in the Trust Account

At all times prior to the consummation of

the Business Combination, the Company’s portfolio of investments held in the Trust Account was comprised of U.S.

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 investments in money market funds that invest in U.S.

government securities and generally have a readily determinable fair

value, or a combination thereof.

When the Company’s investments held in the Trust Account were comprised of U.S.

securities, the investments were classified as trading securities.

When the Company’s investments held in the Trust Account

were comprised of money market funds, the investments were carried at fair value.

Trading securities and investments in money market

funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period.

Gains and losses

resulting from the change in fair value of these securities is included in income on investments held in Trust Account in the

accompanying unaudited condensed consolidated statement of operations.

The estimated fair values of investments held in the Trust

Account are determined using available market information.

Derivative Warrant Liabilities

The 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 6,366,666 warrants

issued in connection with its Initial Public Offering ( 3,833,333 Public Warrants) and Private Placement ( 2,533,333 Private Placement Warrants)

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 condensed consolidated statement

of operations.

Fair Value of Financial Instruments

Fair value is defined as the price that would

be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives

the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the

lowest priority to unobservable inputs (Level 3 measurements).

These tiers consist of:

defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices

for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure

fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement is

categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of September 30, 2021 and December 31,

2020, the carrying values of cash, accounts payable, accrued expenses and franchise tax payable approximate their fair values due to the

short-term nature of the instruments.

The Company’s investments held in Trust Account are comprised of investments in U.S.

Treasury securities with an original maturity of 185 days or less or investments in money market funds that comprise only U.S.

securities and are recognized at fair value.

The fair value of investments held in Trust Account is determined using quoted prices

in active markets.

The fair value of Public Warrants and Private

Placement Warrants at December 31, 2020 was determined using a Monte Carlo simulation, and at September 30, 2021 was determined by reference

to the quoted price of the Public Warrants on the Nasdaq Stock Market.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting,

underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering.

costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis,

compared to total proceeds received.

Offering costs associated with warrant liabilities were expensed as incurred and presented as

non-operating expenses in the statement of operations.

Offering costs associated with the Class A common stock were charged

to stockholders’ equity upon the completion of the Initial Public Offering.

The Company classified deferred underwriting commissions

as non-current liabilities as their liquidation was not reasonably expected to require the use of current assets or require the creation

of current liabilities.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock

subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.”

Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.

Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the

control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)

are classified as temporary equity.

At all other times, Class A common stock is classified as stockholders’ equity.

The Company’s

Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to

the occurrence of uncertain future events.

Accordingly, as of September 30, 2021 and December 31, 2020, 11,500,000 shares of Class A common

stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity

section of the Company’s condensed consolidated balance sheets.

Immediately upon the closing of the Initial Public

Offering, the Company recognized the accretion from initial book value to redemption amount value of conditionally redeemable Class A

common stock (see Note 7).

This change in the carrying value of redeemable shares of Class A common stock resulted in charges to additional

paid-in capital and accumulated deficit.

The Company follows the asset and liability method

of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”).

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.

In 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.

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.

Because 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 September 30, 2021 and December 31, 2020.

ASC 740 prescribes a recognition threshold and

a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of September 30, 2021 or December 31, 2020.

The Company recognizes accrued interest and penalties

related to unrecognized tax benefits as income tax expense.

No amounts were accrued for the payment of interest and penalties as of September

30, 2021 and December 31, 2020.

The Company is currently not aware of any issues under review that could result in significant payments,

accruals or material deviation from its position.

The Company is subject to income tax examinations by major taxing authorities since

Net Income (Loss) Per Share of Common Stock

The Company complies with accounting and disclosure

requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as

Class A common stock and Class B common stock.

Income and losses are shared pro rata between the two classes of shares.

Net income (loss)

per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective

The calculation of diluted net income (loss) per

common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement

to purchase an aggregate of 6,366,666 shares of common stock since their inclusion would be anti-dilutive under the treasury stock method.

As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended

September 30, 2021.

The following table reflects the calculation of

basic and diluted net income (loss) per common share with net income (loss) allocated pro rata between the two classes of common shares

For the Three Months Ended

For the Nine Months Ended

For the Period from August 11

(Inception) to September 30,

September 30, 2021

Basic and diluted net income (loss) per common share:

Allocation of net income (loss)

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, DocGo 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.

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

additional paid-in capital.

and its Subsidiaries (collectively, the “Company”) is a

healthcare transportation and mobile health services (“Mobile Health”) company 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

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,

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.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Summary of Significant Accounting Policies

of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements

have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.

GAAP”) and applicable

rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting.

Certain information

and disclosures normally included in the financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted pursuant

to such rules and regulations.

As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with

the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31,

The Condensed Consolidated Balance Sheet as of December 31, 2021 included

herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required

The Condensed 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 Condensed Consolidated Financial Statements represent a portion

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

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.

to the Business Combination, the merger between Motion and Ambulnz, Inc.

was accounted for as a reverse recapitalization in accordance

GAAP (the “Reverse Recapitalization”).

Under this method of accounting, Motion was treated as the “acquired”

company for financial reporting purposes.

Accordingly, 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 recorded.

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.

Further, 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.

of Consolidation

The accompanying Condensed

Consolidated Financial Statements include the accounts of DocGo Inc.

and its subsidiaries.

All significant intercompany transactions

and balances have been eliminated in these Condensed Consolidated Financial Statements.

The Company holds a variable interest in MD1 Medical Care P.C.

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

MD1 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.

loss for the VIE was $ 85,379 as of March 31, 2022.

The VIE’s total assets, all of which were current, amounted to $ 509,769 on March

Total liabilities, all of which were current for the VIE, was $ 1,020,254 on March 31, 2022.

The VIE’s total stockholders’

deficit was $ 510,485 on March 31, 2022.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company’s functional currency is the U.S.

The functional

currency of our foreign operation is the respective local currency.

Assets and liabilities of foreign operations denominated in local

currencies are translated at the spot rate in effect at the applicable reporting date, except for equity accounts which are translated

at historical rates.

The Condensed Consolidated Statements of Operations and Comprehensive Income are translated at the weighted average

rate of exchange during the applicable period.

The resulting unrealized cumulative translation adjustment is not material to the financial

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.

The most significant estimates in the Company’s financial statements relate to revenue

recognition related to the allowance for doubtful accounts, 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

deductibles, 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.

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 Sheet Risk

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”).

believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the funds

The Company has no financial instruments with off-balance sheet risk of loss.

Company has one customer that accounted for approximately 34 % of sales and 22 % of net accounts receivable, and another customer that

accounted for 19% of sales and 17 % of net accounts receivable for the period ended March 31, 2022.

As of the period ended March 31, 2021,

one customer accounted for approximately 26 % of sales and 13 % of net accounts receivable, and another customer that accounted for 10 %

of sales and 3 % of net accounts receivable.

The Company expects to maintain its relationships with these customers.

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.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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.

Reclassifications

Certain reclassifications of amounts previously reported have been

made to the accompanying Condensed Consolidated Financial Statements to maintain consistency between periods presented.

The reclassifications

had no impact on previously reported net income or retained earnings.

and Cash Equivalents

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

The Company maintains most

of 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 $ 1,029,825 and $ 803,000 with foreign financial institutions on March 31, 2022 and December 31, 2021,

respectively.

Cash and Insurance Reserves

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

Consolidated Balance Sheets.

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

The Company is required to pledge or otherwise restrict a portion of cash and cash equivalents as collateral for its line of credit,

transportation equipment leases and a standby letter of credit as required by its insurance carrier (see Notes 8 and 13).

Company utilizes a combination of insurance and self-insurance programs, including a wholly-owned captive insurance entity, to provide

for the potential liabilities for certain risks, including workers’ compensation, automobile liability, general liability and professional

Liabilities associated with the risks that are retained by the Company within its high deductible limits are not discounted

and are estimated, in part, by considering claims experience, exposure and severity factors and other actuarial assumptions.

has commercial insurance in place for catastrophic claims above its deductible limits.

Insurance, Inc.

a Vermont-based wholly-owned captive insurance subsidiary of the Company, charges the operating subsidiaries premiums

to insure the retained workers’ compensation, automobile liability, general liability and professional liability exposures.

to Vermont insurance regulations, ARM Insurance, Inc.

maintains certain levels of cash and cash equivalents related to its self-insurance

Company also maintains certain cash balances related to its insurance programs, which are held in a self-depleting trust and

restricted as to withdrawal or use by the Company other than to pay or settle self-insured claims and costs.

These amounts are

reflected in “Restricted cash” in the accompanying Condensed Consolidated Balance Sheets.

Value of Financial Instruments

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:

Quoted prices in active markets for identical assets or liabilities.

Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace.

Unobservable 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

March 31, 2022 and December 31, 2021.

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.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

their current financial condition.

Changes in the estimated collectability of accounts 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 receivable.

and Equipment

Property 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 Condensed Consolidated Statement of Operations and Comprehensive

The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the respective

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 expensed 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 expensed as incurred.

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

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 life 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 purchase 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.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 based on 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.

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 March 31, 2022 and December 31, 2021, 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 March 31, 2022 and 2021, 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.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

costs associated with the Company’s line of credit are deferred and recognized over the term of the line of credit as interest

Financial Instruments

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

The Company evaluates

its financial instruments to determine if such instruments contain features that qualify as embedded derivatives.

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.

Related party transactions are recorded within operating expenses in

the Company’s Condensed Consolidated Statement of Operations and Comprehensive Income.

For details regarding the related party transactions

that occurred during the periods ended March 31, 2022 and 2021, refer to Note 15.

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.

Company generates revenues from the provision of (1) ambulance and medical transportation services (“Transportation Services”)

and (2) 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 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.

are recorded net of an estimated contractual allowances for claims subject to contracts with responsible paying entities.

estimates contractual allowances at the time of billing based on contractual terms, historical collections, or other arrangements.

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 vaccinations, and event

services which include on-site healthcare support at sporting events and concerts.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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.

the following table, revenue is disaggregated by as follows:

Primary Geographical Markets

$ 115,053,431

Basic and diluted weighted average common shares outstanding

Basic and diluted net income (loss) per common share

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2020-06, Debt – Debt with Conversion and

Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40):

for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting

for convertible instruments by removing major separation models required under current GAAP.

This ASU also removes certain settlement

conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted

earnings per share calculation in certain areas.

The Company adopted ASU 2020-06 on January 1, 2021.

Adoption of the ASU did not impact

the Company’s financial position, results of operations or cash flows.

The Company’s management does not believe

that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying

unaudited condensed consolidated financial statements.

Note 3 – Initial Public Offering

On October 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

Each Unit consists of one of the Company’s

shares of Class A common stock, $ 0.0001 par value, and one-third of one Public Warrant.

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.

Note 4 – Related Party Transactions

Founder Shares

On 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.

October 14, 2020, the Sponsor effected a surrender of 431,250 Founder Shares to the Company for no consideration, resulting in a decrease

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

All shares and associated amounts

were retroactively restated to reflect the share surrender.

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 Founder Shares were forfeited, resulting in

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

that the Founder Shares represented 20.0 % of the Company’s issued and outstanding Public Shares after the Initial Public Offering

and prior to the consummation of the Business Combination .

Effective August 24, 2021, pursuant to an election made by the Sponsor

the 2,875,000 Founder Shares were converted from Class B common shares on a one-for-one basis into Class A common shares.

The Sponsor has agreed, subject to limited exceptions,

not to transfer, assign or sell any of the Founder Shares until the earlier to occur of:

(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.

Private 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

Warrant, 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 held in the Trust Account.

Company does not complete a business combination within the Combination Period, the Private Placement Warrants will expire worthless.

The Private Placement Warrants are 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.

The Private Placement Warrants (and the Class

A common stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after

the completion of the initial business combination (subject to certain exceptions).

Related Party Loans

On August 18, 2020, the Sponsor agreed to loan

the Company up to $ 150,000 pursuant to an unsecured Note Payable to cover expenses related to the Initial Public Offering, pursuant to

which the Company borrowed approximately $ 71,000 .

This loan was payable without interest upon the completion of the Initial Public Offering.

The Company fully repaid the Note Payable on October 19, 2020, and this credit facility is no longer in effect.

There were no related

party loans outstanding at September 30, 2021 or December 31, 2020.

Working Capital Loans

In order to fund working capital deficiencies

or finance transaction costs in connection with an intended initial business combination, the initial stockholders, officers and directors

and their affiliates could, but were not obligated to, loan the Company funds as may be required (the “Working Capital Loans”).

No Working Capital Loans were outstanding at September 30, 2021 or December 31, 2020.

Note 5 – Commitments and Contingencies

Risks and Uncertainties

Management continues to evaluate the impact of

the COVID-19 pandemic on the healthcare industry, which its target company operates in, and has concluded that while it is reasonably

possible that the virus could have a negative effect on the Company’s financial position and results of its operations, the specific

impact is not readily determinable as of the date of these condensed consolidated financial statements.

The condensed consolidated financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration Rights

The 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.

Underwriting Agreement

Pursuant to the underwriting agreement for the

Initial Public Offering, $ 0.35 per unit, or $ 4.0 million in the aggregate, was payable to the underwriter for deferred underwriting

The deferred fee became payable to the underwriter from the amounts held in the Trust Account upon consummation of the Business

Other Commitments and Obligations

As of September 30, 2021, the Company did not

have any lease obligations or purchase commitments, and it had no long-term liabilities other than the warrant liabilities of $ 8.6 million

and the deferred underwriting commission of $ 4.0 million payable from the Trust Account upon consummating the initial business combination.

In addition, upon consummation of the Merger described herein, the Company was obligated to pay an M&A advisory fee to Barclays Capital

from the Trust Account in the amount of approximately $ 3.0 million.

Note 6 – Derivative Warrant

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.

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;

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 basis” 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.

The warrants 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.

In 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 initial stockholders, 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.

The 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 are not transferable, assignable or salable until 30 days after the completion of a business combination, subject

to certain limited exceptions, (2) the Private Placement Warrants are 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

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.

Once the warrants become exercisable, the Company

may redeem the outstanding warrants (except for the Private Placement Warrants):

➤ in whole and not in part;

➤ at a price of $0.01 per warrant;

➤ 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.

If 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.

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

Commencing ninety days after the warrants become

exercisable, the Company may redeem the outstanding Warrants:

➤ in whole and not in part;

➤ 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 stock;

➤ 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.

The “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.

Note 7 – Class A Common Stock Subject

to Possible Redemption

Prior to the consummation of the Business Combination,

the Company’s Class A common stock featured certain redemption rights that were considered to be outside of the Company’s

control and subject to the occurrence of future events.

At September 30, 2021 and December 31, 2020, there were 11,500,000 shares of Class

A common stock outstanding subject to possible redemption.

The carrying value of potentially redeemable Class A common stock reported

in temporary equity of the condensed consolidated balance sheets at September 30, 2021 and December 31, 2020 is comprised as follows:

Gross proceeds from issuance of potentially redeemable Class A common stock

$ 117,891,552

Proceeds allocated to Public Warrants

Segments/Service Lines

Transportation

$ 117,891,552

Class A common stock issuance costs

Based Compensation

The 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.

The Company accounts for forfeitures

as they occur.

All stock-based compensation costs are recorded in operating expenses in the Condensed Consolidated Statements of Operations

and Comprehensive Income.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Earnings per share represents the net income attributable to stockholders divided

by the weighted-average number of shares outstanding during the period.

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.

Potential 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 is considered anti-dilutive and excluded from the diluted earnings

per share calculation.

On March 31, 2021, the Company excluded from its calculation 25,555,492 shares because their inclusion would have

been anti-dilutive.

Method Investment

On 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 condensed consolidated balance sheets.

Changes in value of RND are recorded in “Loss from equity method investment” on

the Condensed Consolidated Statements of Operations and Comprehensive Income.

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.

On November 1, 2021, the Company acquired a 20% interest in National

Providers Association, LLC (“NPA”) for $30,000.

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

The Company’s carrying value in the equity method investee is reflected in the caption “Equity method investment”

on the condensed consolidated balance sheets.

Changes in value of NPA are recorded in “Loss from equity method investment”

on the Condensed Consolidated Statements of Operations and Comprehensive Income.

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.

On December 31, 2021, and March 31, 2022, 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 FASB ASC 842, Leases ,

The Company adopted 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.

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 an 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 leases.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 the Company’s 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

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

March 2022, the FASB issued ASU 2022-02, Financial Instruments – Credit Losses Troubled Debt Restructurings and Vintage

Disclosures (“ASU 2022-02”) , that eliminates accounting guidance for troubled debt restructurings by creditors in Subtopic

310-40 Receivables—Troubled Debt Restructurings by Creditors , while enhancing disclosure requirements for certain loan refinancings

and restructurings by creditors when a borrower is experiencing financial difficulty.

ASU 2022-02 also requires public business entities

to disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the

scope of Subtopic 326-20, Financial Instruments—Credit Losses—Measured at Amortized Cost .

This ASU only affects entities

that already adopted ASU 2016-13, which is effective for fiscal years beginning after December 15, 2022.

The Company expects that this

ASU will not have a material impact on the Company’s Condensed Consolidated Financial Statements.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Property and Equipment, net

and equipment, net, as of March 31, 2022 and December 31, 2021 are as follows:

equipment and furniture

Transportation

Accumulated depreciation

( 8,815,791 )

Accretion of carrying value to redemption value

Class A common stock subject to possible redemption

( 8,147,266 )

Note 8 – Stockholders’ Equity

Class A Common Stock — Prior

to the consummation of the Business Combination, the Company was authorized to issue 50,000,000 shares of Class A common stock with

a par shares value of $ 0.0001 per share.

At September 30, 2021 and December 31, 2020, there were 14,375,000 (see Class B Common

Stock below) and 11,500,000 shares of Class A common stock issued and outstanding.

Of the outstanding shares of Class A

common stock, 11,500,000 were subject to possible redemption at both September 30, 2021 and December 31, 2020, and accordingly such

shares are classified in temporary equity in the condensed consolidated balance sheets at those dates.

Class B Common Stock —Prior

to consummation of the Business Combination, the Company was 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 were entitled to one vote for each share.

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

Effective August 24, 2021, pursuant

to an election made by the Sponsor, the 2,875,000 outstanding Class B common shares were converted on a one-for-one basis into Class A

common shares.

Because these Class A shares were held by the Sponsor, they did not have the pre-Business Combination redemption rights

of the Public Shares.

Preferred stock —The Company

is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share.

As of September 30, 2021 and December 31,

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

Note 9 – Fair Value Measurements

The following table presents information about

the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and

December 31, 2020 by level within the fair value hierarchy:

Fair Value Measured as of September 30, 2021

Investments held in Trust Account - money market fund holding solely U.S.

Treasury Securities

and equipment, net

Company recorded depreciation expense of $ 711,878 and $ 528,840 for three months ended March 31, 2022 and 2021, 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 (the “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 LJH transaction closed on January 12, 2022 with the outstanding acquisition payable balance

of $ 282,518 being paid off on March 4, 2022.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Company recorded goodwill in connection with its acquisitions.

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

31, 2022 are as noted in the tables below:

at December 31, 2021

acquired during the period

at March 31, 2022

assets consist of the following as of March 31, 2022 and December 31, 2021:

developed software

( 4,446,049 )

$ ( 4,687,156 )

Public Warrant liabilities

Private Placement Warrant liabilities

Total Warrant liabilities

Fair Value Measured as of December 31, 2020

Investments held in Trust Account - U.S.

Treasury Securities

developed software

( 3,828,038 )

$ ( 4,053,793 )

Public Warrant liabilities

Private Placement Warrant liabilities

Total Warrant liabilities

The Company utilized a Monte Carlo simulation

to estimate the fair value of the Public Warrants and Private Placement Warrants at December 31, 2020, and used the quoted price

of the Public Warrants on the Nasdaq Stock Market at September 30, 2021 to estimate the fair value of both the Public Warrants and Private

Placement Warrants at that date.

Transfers to/from Levels 1, 2 and 3 are recognized

at the end of the reporting period.

Effective March 31, 2021, the fair value of the Public Warrant liabilities was reclassified from Level

3 to Level 1, and the fair value of the Private Placement Warrants was reclassified from Level 3 to Level 2.

Level 1 assets include investments in money market

funds that invest solely in U.S.

Treasury securities.

The Company uses inputs such as actual trade data, quoted market prices from dealers

or brokers, and other similar sources to determine the fair value of its investments.

The following table presents the changes in the fair value of warrant

liabilities measured using Level 3 inputs during the nine months ended September 30, 2021:

Fair value as of December 31, 2020

Transfers to Levels 1 and 2

Company recorded amortization expense of $ 633,363 and $ 422,024 for the three months ended March 31, 2022 and 2021, respectively.

amortization expense at March 31, 2022 for the next five years and in the aggregate are as follow:

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Accrued Liabilities

Accrued liabilities consist of the following as

of March 31, 2022 and December 31, 2021:

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

On 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 (3.50% as of March 31, 2022), 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

This loan is secured by all assets of entities owned 100 % by DocGo Inc.

This loan is subject to certain financial covenants

such as a Fixed Charge Coverage Ratio and Debt to Effective Tangible Net Worth.

As of March 31, 2022 the outstanding balance was zero .

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.

26, 2022, the Company drew $ 1,000,000 to fund operations and meet short-term obligations.

As of March 31, 2022, the outstanding balance

of the line of credit was $ 1,000,000 .

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Notes Payable

The Company has various loans with finance companies with monthly installments

aggregating $ 60,499 , 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 through May 2051

Total notes payable

current portion of notes payable

Total non-current portion of notes payable

expense was $ 22,559 and $ 61,324 for the periods ended March 31, 2022 and December 31, 2021, respectively.

Future minimum annual maturities of notes payable

as of March 31, 2022 are as follows:

Notes Payable

2022, remaining

Total maturities

Current portion of notes payable

Long-term portion of notes payable

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Business Segment Information

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 stream.

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

Three Months Ended March 31, 2022

$ 117,891,552

Income (loss) from operations

( 9,328,377 )

$ 215,635,997

Fair value as of September 30, 2021

Note 10 – Subsequent Events

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were available

to be issued, and determined that there have been no events that have occurred that would require adjustments to the disclosures in the

unaudited condensed consolidated financial statements, except as noted below.

On November 5, 2021, the Company, Motion Merger

Sub Corp., and Ambulnz consummated the Business Combination, as further described in Note 1.

$ 109,560,307

$ 325,196,304

Depreciation and amortization expense

Stock compensation

Long-lived assets

Three Months Ended March 31, 2021

Income (loss) from operations

( 3,402,200 )

( 1,873,958 )

$ 106,603,027

Depreciation and amortization expense

Stock compensation

Long-lived assets

assets include property, plant and equipment, goodwill and intangible assets.

Revenues by geographic location are included in

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In November 2021, the Company’s Series A preferred 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 (the

“Common Stock”), pursuant to the terms and conditions set forth in the Merger Agreement.

The Company’s Condensed Consolidated

Statements of Changes in Stockholders’ Equity reflect the 2020 shares as if the Merger occurred in 2020.

to the reverse merger, on May 23, 2019, the Series A preferred stock was formed, and 40,000 shares were authorized.

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.

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.

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.

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.

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

Preacquisition

On February 15, 2018, the Company issued warrants 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.

had 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 .

2019, the warrants were exchanged for warrants to purchase 2,461 shares of Series A preferred stock at a purchase price of $ 0.01 per share.

The exchanged warrants has no expiration date, and had 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.

common stock.

On June 5, 2019, the Company issued warrants 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 investment.

would have expired 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.

common stock.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Stock Based Compensation

In 2021, the Company established the DocGo Inc.

Equity Incentive Plan (the “Plan”), which replaced Ambulnz, Inc’s 2017 Equity Incentive Plan.

The Company reserved 16,607,894

shares of 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 March 31, 2022, approximately 2.7 million employee

stock options on a converted basis had vested.

The fair value of each stock option grant is estimated

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

Before the Company’s shares of stock were publicly traded, management

took the average of several publicly traded companies that were representative of the Company’s size and industry in order to estimate

its expected stock volatility.

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

The Company based 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 was zero based on the fact that the Company had 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 methods.

influenced the size of the discount for lack of marketability included (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 stock option grants during the period ended March 31, 2022 and 2021:

Three Months Ended

Risk-free interest rate

Expected term (in years)

Dividend yield

The following table summarizes the Company’s stock option activity under the Plan for the period ended March 31, 2022:

Life in Years

Balance as of, December 31, 2021

Granted/ Vested during the year

Exercised during the year

Cancelled during the year

Balance as of, March 31, 2022

Options vested and exercisable at March 31, 2022

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 periods ended March 31, 2022 and December

31, 2021 was $ 7.15 and $ 2.80 , respectively.

At March 31, 2022 and December 31, 2021, the total unrecognized compensation related

to unvested stock option awards granted was $ 22,868,377 and $ 20,792,804 , respectively, which the Company expects to recognize over a weighted-average

period of approximately 3.58 years.

Restricted Stock Units

The fair value of restricted stock units (“RSUs”) is determined

on the date of grant.

The Company records compensation expense in the Condensed Consolidated Statement of Operations and Comprehensive

Income on a straight-line basis over the vesting period for RSUs.

The vesting period for employees and members of the Board of Directors

ranges from one to four years.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Activity under RSUs was as follows:

Average Grant

Value Per RSU

Balance as of, December 31, 2021

Vested and issued

Balance as of, March 31, 2022

Vested and unissued at March 31, 2022

Non-vested at March 31, 2022

The total grant-date fair value of RSUs granted

during the period ended March 31, 2022 was $ 1,049,999 .

For the period ended March 31, 2022, the Company

recorded stock-based compensation expense related to RSUs of $ 82,304 .

As of March 31, 2022, the Company had $ 1,467,949

in unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted-average period of approximately 3.4 years.

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 2026 .

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 agreements.

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 such judgment, the Company considers all relevant economic factors

that would require whether to exercise or not exercise the option.

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 rate.

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.

The table below comprise lease expenses for the periods ended March 31, 2022 and 2021:

Components of total lease cost:

Operating lease expense

Short-term lease expense

Total lease cost

Position as of March 31, 2022

Right-of-use 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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

and Discount Rate

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

Weighted average discount rate - operating leases

Future minimum lease payments under the operating leases at March 31, 2022 are as follows:

Operating Leases

2022, remaining

2027 and thereafter

Total future minimum lease payments

Less effects of discounting

Present value of future minimum lease payments

Operating lease expense were approximately $ 462,625

and $ 491,375 for the period ended March 31, 2022 and 2021, respectively.

For the quarter ended March 31, 2022, the Company

made $ 462,625 of fixed cash payments related to operating leases and $ 622,575 related to finance leases.

Finance Leases

The Company leases vehicles under a non-cancelable

finance lease agreements with a liability of $ 9,664,850 and $ 10,139,410 for the quarter ended March 31, 2022 and December 31, 2021, respectively.

This includes accumulated depreciation expense of $ 7,951,023 and $ 7,095,242 as of March 31, 2022 and December 31, 2021, respectively.

Depreciation expense for the vehicles under non-cancelable

lease agreements amounted to $ 855,781 and $ 646,812 for the quarter ended March 31, 2022 and 2021, respectively.

Lease Payments

The table below presents lease payments for the

periods ended March 31, 2022 and 2021:

Components of total lease payment:

Finance lease payment

Short-term lease payment

Total lease payments

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Position as of March 31, 2022

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

Terms and Discount Rate

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 March 31, 2022:

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

Weighted average discount rate - finance leases

Future minimum lease payments under the finance leases at March 31, 2022 are as follows:

Finance Leases

2022, remaining

2027 and thereafter

Total future minimum lease payments

Less effects of discounting

Present value of future minimum lease payments

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

of March 31, 2022, the Company recognized other loss of $ 4,253 , net of $ 20,805 from realized foreign exchange loss offset by rental

income of $ 16,552 .

Related Party Transactions

Historically,

the Company has been involved in transactions with various related parties.

Pride Staff provides subcontractor services to

Pride Staff is owned by an operations manager of the Company and his spouse, and therefore, is a related party.

made subcontractor payments to Pride Staff totaling $ 209,153 and $ 163,125 for the three months ended March 31, 2022 and 2021, respectively.

There were no amounts due in accounts payable

to related parties as of March 31, 2022 and December 31, 2021, respectively.

As a result of the Company’s history of

net operating losses (“NOL”), the Company had historically provided for a full valuation allowance against its deferred tax

assets for assets that were not more-likely-than-not to be realized.

The Company’s income tax expense for the three months ended

March 31, 2022 and 2021 was $ 440,179 and $ 10,029 respectively.

Our effective tax rate for the three months ended March 31, 2022 and 2021

was 4.85 % and 2.53 %.

The Company has established a 401(k) plan in January 2022 that qualifies

as a deferred compensation arrangement under Section 401 of the Internal Revenue Code.

employees that complete two months of

service with the Company are eligible to participate in the plan.

The Company did not make any employer contributions to this plan as

of March 31, 2022.

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 Condensed Consolidated Financial

Statements of the Company.

The Company provides disclosure and records loss contingencies in accordance with the loss contingencies accounting

In accordance with such guidance, the Company establishes accruals for such matters when potential losses become probable and

can be reasonably estimated.

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 Condensed Consolidated Financial Statements.

As of March 31, 2022 and December 31, 2021, 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 a historical period.

The settlement

is subject to court approval.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Risk and Uncertainties

Risks, Impacts and Uncertainties

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.

spread of COVID-19 and the related country-wide shutdowns and restrictions have had a mixed impact on the Company’s business.

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.

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 addition, 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.

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 March 31, 2022 and December 31, 2021,

$ 290,582 and $ 975,415 of Medicare accelerated payments were reflected within accrued liabilities, respectively, in the Condensed Consolidated

Balance Sheets, as the Company expects to repay the balance by December 31, 2022.

The Company’s estimate of the

current liability is a function of historical cash receipts from Medicare and the repayment terms set forth above.

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-Q

Item 1. Financial Statements