What changed in this filing

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Item 1. Financial Statements

2022-11-08 compared with 2022-08-09 · 1174 added, 1021 removed, 359 unchanged (86% of the section changed)

Financial Statements

Condensed Consolidated Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2022 and 2021

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2022 and 2021

Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021

Consolidated Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021

Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended September 30,

2022 and 2021

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2022

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021

Notes to Unaudited Condensed Consolidated Financial Statements

and Subsidiaries

CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED BALANCE SHEET

September 30,

Current assets:

Cash and cash equivalents

$ 198,138,395

$ 175,537,221

Accounts receivable, net of allowance of $ 7,047,958 and $ 7,377,389 as of June 30, 2022 and December 31, 2021, respectively

Accounts receivable, net of allowance of $ 7,376,957 and $ 7,377,389 as of September 30, 2022 and December 31, 2021, respectively

Prepaid expenses and other current assets

6 unchanged sentences

Equity method investment

$ 331,855,388

$ 309,602,652

LIABILITIES AND STOCKHOLDERS’ EQUITY

5 unchanged sentences

Due to seller

Contingent consideration

Operating lease liability, current

9 unchanged sentences

Common stock ($ 0.0001 par value;

500,000,000 shares authorized as of June 30, 2022 and December 31, 2021;

100,685,290 and 100,133,953 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively)

500,000,000 shares authorized as of September 30, 2022 and December 31,2021;

102,824,878 and 100,133,953 shares issued and outstanding as of September 30, 2022 and December 31,2021, respectively

Additional paid-in-capital

Accumulated deficit

( 40,191,367 )

( 63,556,714 )

Accumulated other comprehensive loss

4 unchanged sentences

Total liabilities and stockholders’ equity

$ 331,855,388

$ 309,602,652

The accompanying notes are an integral part of these Condensed Consolidated

Financial Statements.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements

and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

$ 104,319,894

10 unchanged sentences

Income (loss) from operations

( 1,615,198 )

Other income (expenses):

Interest income (expense), net

Gain on remeasurement of warrant liabilities

Gain/(loss) on remeasurement of warrant liabilities

( 1,831,947 )

Gain on initial equity method investments

Gain on remeasurement of finance leases

Loss on disposal of fixed assets

Total other income (expense)

Gain from PPP loan forgiveness

Gain/(loss) on disposal of fixed assets

Total other (expense) income

( 1,330,788 )

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

Income tax expense

( 1,163,755 )

Income tax (expense) benefit

Net income (loss)

( 1,095,427 )

Net income (loss) attributable to noncontrolling interests

Net loss attributable to noncontrolling interests

( 2,705,954 )

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

and Subsidiaries

( 2,924,992 )

( 1,278,363 )

Other comprehensive income (loss)

Net income attributable to stockholders of DocGo Inc.

and Subsidiaries

Other comprehensive income

Foreign currency translation adjustment

Total comprehensive gain (loss)

$ ( 1,551,561 )

$ ( 3,221,927 )

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

Total comprehensive gain

Net income per share attributable to DocGo Inc.

and Subsidiaries - Basic

Weighted-average shares outstanding - Basic

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

Net income 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.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements

and Subsidiaries

4 unchanged sentences

Stockholders’

Balance - December 31, 2020

- December 31, 2020

$ 142,346,852

$ ( 87,300,472 )

Effect of reverse acquisition

Conversion of share due to merger recapitalization

of reverse acquisition

of share due to merger recapitalization

( 18,099,548 )

1 unchanged sentence

( 35,488,938 )

Effect of reverse acquisition

of reverse acquisition

( 87,300,472 )

Share issued for services

Stock based compensation

Noncontrolling interest contribution

Foreign currency translation

Net loss attributable to Noncontrolling interests

Net income attributable to stockholders of DocGo Inc.

issued for services

based compensation

Noncontrolling

interest contribution

currency translation

loss attributable to Noncontrolling interests

loss attributable to stockholders of DocGo Inc.

and Subsidiaries

1 unchanged sentence

( 1,678,364 )

Balance - March 31, 2021

- March 31, 2021

$ 142,738,386

$ ( 88,978,836 )

Stock based compensation

Foreign currency translation

Net income attributable to Noncontrolling interests

Net income attributable to stockholders of DocGo Inc.

based compensation

currency translation

income attributable to Noncontrolling interests

loss attributable to stockholders of DocGo Inc.

and Subsidiaries

1 unchanged sentence

( 1,646,216 )

Balance - June 30, 2021

- June 30, 2021

$ 143,108,386

$ ( 90,625,052 )

The accompanying notes are an integral part of these Condensed Consolidated

Financial Statements.

Shares purchase

based compensation

associated with equity raise

currency translation

income attributable to Noncontrolling interests

( 2,705,954 )

income attributable to stockholders of Ambulnz, Inc.

and Subsidiaries

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CHANGES IN STOCKHOLDERS’ EQUITY

- September 30, 2021

$ 143,289,262

$ ( 87,117,532 )

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements

and Subsidiaries

UNAUDITED CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Preferred Stock

Common Stock 1

Comprehensive

1 unchanged sentence

Stockholders’

Balance - December 31,

$ 283,161,216

$ ( 63,556,714 )

$ 227,057,024

Exercise of stock options

Stock based compensation

Noncontrolling interest contribution

Foreign currency translation

Net loss attributable to Noncontrolling

( 1,257,257 )

attributable to stockholders of DocGo Inc.

- December 31, 2021

of stock options

based compensation

Noncontrolling

interest contribution

currency translation

loss attributable to Noncontrolling interests

income attributable to stockholders of DocGo Inc.

and Subsidiaries

Balance - March

$ 284,938,732

$ ( 52,927,020 )

$ 240,264,309

Common stock repurchased

Exercise of stock options

Stock based compensation

- March 31, 2022

stock repurchased

of stock options

based compensation

Restricted Stock

Net loss attributable to Noncontrolling

Foreign currency translation

attributable to stockholders of DocGo Inc.

loss attributable to Noncontrolling interests

currency translation

income attributable to stockholders of DocGo Inc.

and Subsidiaries

Balance - June

$ 287,301,467

$ ( 40,191,367 )

$ 254,393,696

1 References to Class A Common Stock after November 5, 2021

refer to common stock of DocGo Inc., par value $0.0001.

See Note 1, “Description of Organization and Business Operations”

to the Condensed Consolidated Financial Statements for additional information.

The accompanying notes are an integral part of these Condensed Consolidated

Financial Statements.

- June 30, 2022

stock repurchased

of stock options

exercise of options

based compensation

Restricted Stock

warrants conversion

loss attributable to Noncontrolling interests

currency translation

income attributable to stockholders of DocGo Inc.

and Subsidiaries

- September 30, 2022

and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

1 unchanged sentence

$ ( 1,095,427 )

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

Adjustments to reconcile net income to net cash

provided by operating activities:

Depreciation of property and equipment

1 unchanged sentence

Amortization of finance lease right-of-use assets

Loss on disposal of assets

(Gain) Loss on disposal of assets

Gain from PPP loan forgiveness

Gain from equity method investment

14 unchanged sentences

Accrued liabilities

Net cash provided by (used in) operating activities

( 1,145,393 )

Net cash provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

1 unchanged sentence

( 1,994,161 )

( 2,824,916 )

Acquisition of intangibles

1 unchanged sentence

( 1,571,959 )

Acquisition of businesses

( 33,843,373 )

Proceeds from disposal of property and equipment

6 unchanged sentences

Due to seller

( 1,007,800 )

Noncontrolling interest contributions

3 unchanged sentences

( 2,146,857 )

Acquisition of businesses

( 1,830,823 )

Net cash provided by financing activities

4 unchanged sentences

$ 179,352,324

The accompanying notes are an integral part of these Condensed Consolidated

Financial Statements.

The accompanying notes are

an integral part of these Condensed Consolidated Financial Statements

and Subsidiaries

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

Six Months Ended

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Supplemental disclosure of cash and non-cash transactions:

4 unchanged sentences

Fixed assets acquired in exchange for notes payable

Acquisition of remaining 20 % of Ambulnz UK LTD

Gain from PPP loan forgiveness

Reconciliation of cash and restricted cash

3 unchanged sentences

$ 179,352,324

The accompanying notes are an integral part of

these Condensed Consolidated Financial Statements.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements

and Subsidiaries

1 unchanged sentence

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.

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

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

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

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

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

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

In connection with the Closing,

the registrant changed its name from Motion Acquisition Corp.

to DocGo Inc.

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.

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.

As contemplated by the Merger Agreement and as

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

Securities and Exchange Commission

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

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

Agreement, the “Business Combination”).

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

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

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

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

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

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

In connection with the Business Combination,

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 (“U.S.”) and the United Kingdom (“U.K.”).

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 (“U.S.”) and the United Kingdom (“U.K.”).

Mobile Health performs in-person care directly

7 unchanged sentences

Holdings is the owner of multiple operating entities incorporated in various states in the U.S.

as well as within England and Wales, U.K.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

as well as within England and Wales,

Summary of Significant Accounting Policies

of Presentation

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, 2021.

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 by U.S.

Condensed Consolidated Financial Statements include the accounts and operations of the Company and its wholly owned subsidiaries.

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.

Accounts and transactions between consolidated entities have been eliminated.

Certain amounts

in the prior years’ consolidated statements of changes in stockholders’ equity and statements of cash flows have been reclassified

to conform to the current year presentation.

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

was accounted for as a reverse recapitalization in accordance

Basis 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

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

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, 2021.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

The 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 by U.S.

The Unaudited 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 Unaudited 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.

Pursuant to the Business Combination, the merger

between Motion and Ambulnz, Inc.

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

GAAP (the “Reverse Recapitalization”).

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

company for financial reporting purposes.

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

accompanying Condensed Consolidated Financial Statements include the accounts of DocGo Inc.

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

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

stock for the net assets of Motion,

accompanied by a recapitalization.

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

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

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

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

Ambulnz, Inc.

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

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

for using the acquisition method of accounting.

Principles of Consolidation

The accompanying Unaudited 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.

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

(“MD1”) 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 $ 163,178 as of June 30, 2022.

The VIE’s total assets, all of which were current, amounted to $ 324,866 on June

Total liabilities, all of which were current for the VIE, was $ 913,150 on June 30, 2022.

The VIE’s total stockholders’

deficit was $ 588,284 on June 30, 2022.

All significant intercompany transactions and balances have been eliminated in

these Unaudited Condensed Consolidated Financial Statements.

The Company holds a variable interest in MD1

Medical Care P.C.

(“MD1”) which contracts with physicians and other health professionals in order to provide services to

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).

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

Net loss for the VIE was $ 207,368 and $ 321,079 as

of September 30, 2022 and 2021, respectively.

The VIE’s total assets, all of which were current, amounted to $ 301,503 and $ 220,081

on September 30, 2022 and 2021, respectively.

Total liabilities, all of which were current for the VIE, was $ 933,977 on September 30,

The VIE’s total stockholders’ deficit was $ 632,474 and $ 30,914 on September 30, 2022 and 2021, respectively.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 statements.

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 30 % of sales and 15 % of net accounts receivable, and another customer that

accounted for 17 % of sales and 12% of net accounts receivable for the period ended June 30, 2022.

As of the period ended June 30, 2021,

one customer accounted for approximately 22 % of sales and 11 % of net accounts receivable, and another customer that accounted for 12 %

of sales and 21 % 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.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

Foreign Currency

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 Unaudited 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 statements.

Use of Estimates

The preparation of financial statements requires

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

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

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

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.

Actual results may differ materially and adversely

from these estimates.

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

results of operations will be affected.

Concentration of Credit Risk and Off-Balance

The Company is potentially subject to concentration

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

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

At times, cash balances may exceed limits federally

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

The Company believes it is not exposed to significant credit

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

The Company has no financial instruments

with off-balance sheet risk of loss.

Major Customers

The Company has one customer that accounted for approximately 33 % of

sales and 35 % of net accounts receivable, and another customer that accounted for 11 % of sales and 0.1% of net accounts receivable for

the nine month period ended September 30, 2022.

The Company has one customer that accounted for

approximately 44 % of sales and 42 % of net accounts receivable for the nine month period ended September 30, 2021.

The Company expects

to maintain these relationships with the above-referenced customers.

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.

and Cash Equivalents

Cash 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 U.S.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

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.

Cash and Cash Equivalents

Cash 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 U.S.

The accounts at financial institutions in the U.S.

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

and are in excess of FDIC limits.

The Company had cash balances of approximately $ 797,000 and $ 803,000 with foreign financial institutions

on June 30, 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.

are insured by the Federal Deposit Insurance Corporation

(“FDIC”) and are in excess of FDIC limits.

The Company had cash balances of approximately $ 433,000 and $ 913,000 with foreign

financial institutions on September 30, 2022 and December 31, 2021, respectively.

Restricted Cash and Insurance Reserves

Cash 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).

The 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 liability.

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.

The Company has commercial insurance in place for catastrophic

claims above its deductible limits.

ARM 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.

Pursuant to Vermont insurance regulations, ARM Insurance,

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

The 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.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

June 30, 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.

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.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

Fair Value of Financial Instruments

ASC 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.

The 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.

Fair value measurements discussed herein are

based upon certain market assumptions and pertinent information available to management as of September 30, 2022 and December 31,

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.

Level 3 instruments are valued based on unobservable

inputs that are supported by little or no market activity and reflect the Company’s own assumptions in measuring fair value.

changes in fair value of the contingent financial milestone consideration, as a result of changes in significant inputs such as the discount

rate and estimated probabilities of financial milestone achievements, could have a material effect on the statement of operations and

balance sheet in the period of the change.

During the three months ended September 30, 2022, the Company recorded

$ 4.0 million of contingent consideration in connection with the Ryan Brothers Atkinson, LLC business acquisition, to be paid based on the

completion of certain performance obligations over a 24-month period (see Note 4).

Accounts Receivable

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.

Accounts 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

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 Income.

The Company provides for depreciation and amortization using

the straight-line method over the estimated useful lives of the respective assets.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

Property 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 Unaudited Condensed Consolidated Statement

of Operations and Comprehensive Income.

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

estimated useful lives of the respective assets.

A summary of estimated useful lives is as follows:

1 unchanged sentence

Shorter of useful life of asset or lease term

for repairs and maintenance are expensed as incurred.

Expenditures for repairs and maintenance are

expensed as incurred.

Expenditures that improve an asset or extend its estimated useful life are capitalized.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

Software Development Costs

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.

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 June 30, 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.

Estimated 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.

Business Combinations

The 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.

Goodwill represents the excess purchase price

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

If the business combination

provides for contingent consideration, the Company records the contingent consideration at fair value at the acquisition date and any

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

Changes 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 in earnings.

For transactions

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

The Company capitalizes

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

with business combinations.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

The 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

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.

Impairment of Long-Lived Assets

The 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.

For the periods ending September 30, 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.

Goodwill and Indefinite-Lived Intangible

Goodwill represents the excess of the purchase

price of an acquired business over the fair value of amounts assigned to assets acquired and liabilities assumed.

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.

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.

The 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 June 30, 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.

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.

party transactions are recorded within operating expenses in the Company’s Condensed Consolidated Statement of Operations and Comprehensive

For details regarding the related party transactions that occurred during the periods ended June 30, 2022 and 2021, refer to

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.

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

If the carrying amount of a reporting unit exceeds

the fair value of the reporting unit, goodwill impairment is recognized.

Any 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.

periods ended September 30, 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.

Line of Credit

The costs associated with the Company’s

line of credit are deferred and recognized over the term of the line of credit as interest expense.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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;

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

Derivative Financial Instruments

The 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.

Related Party Transactions

The 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

Related party transactions are recorded within operating expenses in

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

For details regarding the related

party transactions that occurred during the periods ended September 30, 2022 and 2021, refer to Note 15.

Revenue Recognition

On January 1, 2019, the Company adopted ASU 2014-09,

Revenue from Contracts with Customers (“ASC 606”), as amended.

To determine revenue recognition for contractual

arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:

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:

(3) determine the transaction price;

the transaction price to performance obligations in the contract;

and (5) recognize revenue when (or as) the relevant performance obligation

is satisfied.

The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration

it is entitled to in exchange for the goods or services the Company provides to the customer.

The Company generates revenues from the provision

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

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

Company satisfies performance obligations immediately.

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

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

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

Revenues are recorded net of an estimated contractual

allowances for claims subject to contracts with responsible paying entities.

The Company estimates contractual allowances at the time

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

All transaction prices are fixed and determinable,

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

Nature of Our Services

Revenue is primarily derived from:

Transportation Services :

These services encompass both emergency response and non-emergency ambulance transport services.

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.

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

Net revenue from transportation

services is derived from the transportation of patients based on billings to third party payors and healthcare facilities.

Mobile Health Services :

These services include

services performed at home and offices, testing and vaccinations, and event services which include on-site healthcare support at

sporting events and concerts.

The 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 contracts.

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

As 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 large municipal customers in the Mobile Health segment, invoices are generally produced

on a monthly basis, in arrears, and are generally due within 30-60 days of when they are submitted to the customer.

For Transportation

Services, the Company estimates the amount 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.

1 unchanged sentence

fee schedule and/or invoice.

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

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

obligations are present in a contractual arrangement.

For 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.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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:

Three Months Ended

Six Months Ended

Primary Geographical Markets

$ 106,314,813

$ 221,368,244

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

In the following table, revenue is disaggregated as

Revenue Breakdown Three Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

Primary Geographical Markets

United States $ 101,337,899 $ 83,286,509 $ 322,706,143 $ 190,595,217

United Kingdom 2,981,995 2,552,479 9,024,607 6,799,162

Total revenue $ 104,319,894 $ 85,838,988 $ 331,730,750 $ 197,394,379

$ 109,519,304

$ 227,410,856

$ 111,555,391

Major Segments/Service Lines

2 unchanged sentences

Total revenue $ 104,319,894 $ 85,838,988 $ 331,730,750 $ 197,394,379

$ 109,519,304

$ 227,410,856

$ 111,555,391

Based Compensation

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

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

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

application of management’s judgment.

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.

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 stock 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 June 30, 2021,

the Company excluded from its calculation 39,446 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.

Stock 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 Unaudited Condensed Consolidated Statements

of Operations and Comprehensive Income.

Earnings per Share

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

stock 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.

Equity 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

“Gain from on 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.

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 “Gain from equity method investment” on

the Unaudited 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.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 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 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.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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 Unaudited 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 June 30, 2022, DocGo owned 50% of

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.

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.

On December 31, 2021 and September 30, 2022, DocGo owned 50%

Under 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.

The Company 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

The Company categorizes leases at its inception

as either operating or finance leases based on the criteria in FASB ASC 842, Leases , (“ASC 842”).

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.

The lease liability is recorded at the present value

of future lease payments discounted using the discount rate that approximates the Company’s incremental borrowing rate for the

lease established at the commencement date, and the ROU asset is measured as the lease liability plus any initial direct costs, less

any lease incentives received before commencement.

The Company recognizes a single lease cost, so that the remaining cost of the lease

is allocated over the remaining lease term on a straight-line basis.

The 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

The Company has elected to combine and account for lease and non-lease components as a single lease component.

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

Regarding 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.

Income taxes are recorded in accordance with

ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach.

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 authority.

The determination as to whether the

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

the available facts and circumstances.

The Company recognizes any interest and penalties accrued related to unrecognized tax benefits

as income tax expense.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Recently Issued Accounting Standards Not

In 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.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Issued Accounting Standards Not Yet Adopted

Property and Equipment, net

Property and equipment, net, as of June 30, 2022

and December 31, 2021 are as follows:

Office equipment and furniture

and equipment, net, as of September 30, 2022 and December 31, 2021 are as follows:

September 30,

Office equipment

and furniture

Transportation equipment

Medical equipment

Leasehold improvements

Accumulated depreciation

1 unchanged sentence

( 8,147,266 )

Property and equipment, net

The Company recorded depreciation expense of $ 729,560

and $ 570,351 for the three months ended June 30, 2022 and 2021, respectively.

The Company recorded depreciation expense of $ 1,441,438

and $ 1,099,192 for six months ended June 30, 2022 and 2021, respectively.

The Company wrote off $ 45,645 of fully depreciated assets for

the six months ended June 30, 2022.

and equipment, net

Company recorded depreciation expense of $ 1,150,806 and $ 598,188 for the three months ended September 30, 2022 and 2021, respectively.

Company recorded depreciation expense of $ 2,592,244 and $ 1,697,380 for nine months ended September 30, 2022 and 2021, respectively.

Acquisition of Businesses

LJH Ambulance Acquisition

On 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.

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

GMS Acquisition

On June 3, 2022, Holdings, entered into a Management Service Agreement

(the “Agreement”) with Government Medical Services, LLC (“GMS”), a provider of medical services.

On July 6, 2022

(the “Closing Date”), Holdings acquired GMS in exchange for $ 19 million in cash consideration.

Holdings also agreed to pay

GMS an additional $ 3 million upon GMS meeting certain performance conditions within a year of the Closing Date.

Government Medical Services, LLC

On July 6, 2022, Holdings, acquired 100 % of the

outstanding shares of common stock of Government Medical Services, LLC (“GMS”), a provider of medical services.

The aggregate

purchase price consisted of $ 20.3 million in cash consideration.

Holdings also agreed to pay GMS an additional $ 3.0 million upon GMS meeting

certain performance conditions within a year of the Closing Date.

Acquisition costs are included in general and administrative expenses

and totaled $ 0 for the three months ended September 30, 2022 and $ 800,000 for the nine months ended September 30, 2022.

The acquisition was accounted for under the acquisition method of accounting,

with the Company identified as the acquirer.

The Company’s unaudited condensed consolidated financial statements include the results

of operations of GMS from the date of acquisition.

The historical results of operations of GMS were not significant to the Company’s

unaudited condensed consolidated results of operations for the periods presented.

Under the acquisition method of accounting, the aggregate

amount of consideration paid by the Company was allocated to GMS’s net tangible assets and intangible assets based on their estimated

fair value on the acquisition date.

The preliminary purchase price allocation, as set forth in the table below, reflects various preliminary

fair value estimates and analysis prepared by the Company.

Any change in the fair value of the net assets of GMS will change the amount

of the purchase price allocable to goodwill.

Final purchase accounting adjustments may differ materially from preliminary purchase price

allocation presented here.

The primary areas of the purchase price allocation that are not yet finalized relate to the valuation of the

intangible assets acquired, fair value of right to use assets and associated operating lease liabilities assumed, and net working capital

Exceptional Medical Transportation, LLC

On July 13, 2022, the Company acquired 100 % of

the outstanding shares of common stock of Exceptional Medical Transportation, LLC (“Exceptional”) in exchange for $ 13.7 million

consisting of $ 7.7 million in cash at closing and $ 6 million payable over a 24 month period.

Exceptional is in the business of providing

medical transportation services.

Acquisition costs are included in general and administrative expenses totaled $ 0 for the three months

ended September 30, 2022 and $ 0 for the nine months ended September 30, 2022.

The acquisition was accounted for under the acquisition

method of accounting, with the Company identified as the acquirer.

The Company’s unaudited condensed consolidated financial statements

include the results of operations of Exceptional from the date of acquisition.

The historical results of operations of Exceptional were

not significant to the Company’s unaudited condensed consolidated results of operations for the periods presented.

Under the acquisition

method of accounting, the aggregate amount of consideration paid by the Company was allocated to Exceptional’s net tangible assets

and intangible assets based on their estimated fair value on the acquisition date.

The preliminary purchase price allocation, as set forth

in the table below, reflects various preliminary fair value estimates and analysis prepared by the Company.

Any change in the fair value

of the net assets of Exceptional will change the amount of the purchase price allocable to goodwill.

Final purchase accounting adjustments

may differ materially from preliminary purchase price allocation presented here.

The primary areas of the purchase price allocation that

are not yet finalized relate to the valuation of the intangible assets acquired, fair value of right to use assets and associated operating

lease liabilities assumed, and net working capital adjustments.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Century Acquisition

On August 13, 2019, Ambulnz-FMC North America LLC, a subsidiary of

Holdings, acquired 100 % of the outstanding shares of common stock of Century Ambulance Service, Inc.

was in the business of providing ambulette transportation services in New York City, Nassau and Suffolk Counties in New York State as

a Medicaid Common Carrier ambulette service.

The aggregate purchase price payable by Ambulnz

FMC-North America LLC was $400,000, consisting of $200,000 paid upon entering into the agreement with the remaining $200,000 to be paid

upon the transfer of relevant regulatory approvals including the licenses to operate in New York City, Nassau and Suffolk Counties in

New York State.

The purchase price was allocated to the licenses acquired to operate the acquired business in New York State.

The remaining

$ 209,474 purchase price payment was paid off on July 1, 2022.

The Company recorded goodwill in connection with

its acquisitions.

The changes in the carrying value of goodwill for the period ended June 30, 2022 are as noted in the tables below:

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Ryan Brothers Fort Atkinson, LLC

On August 9, 2022, the Company acquired 100 % of the outstanding shares

of common stock of Ryan Brothers Fort Atkinson, LLC (“RT”) in exchange for $ 11.4 million consisting of $ 7.4 million in cash

at closing and $ 4.0 million of estimated contingent consideration to be paid out over 24 months based on performance of certain obligations.

RT is in the business of providing medical transportation services.

Acquisition costs are included in general and administrative expenses

totaled $ 0 for the three months ended September 30, 2022 and $ 0 for the nine months ended September 30, 2022.

The acquisition was

accounted for under the acquisition method of accounting, with the Company identified as the acquirer.

The Company’s unaudited condensed

consolidated financial statements include the results of operations of RT from the date of acquisition.

The historical results of operations of RT were not significant to the Company’s unaudited

condensed consolidated results of operations for the periods presented.

Under the acquisition method of accounting, the aggregate amount

of consideration paid by the Company was allocated to RT ’s net tangible assets and intangible

assets based on their estimated fair value on the acquisition date.

The preliminary purchase price allocation, as set forth in the table

below, reflects various preliminary fair value estimates and analysis prepared by the Company.

Any change in the fair value of the net

assets of RT will change the amount of the purchase price allocable to goodwill.

Final purchase

accounting adjustments may differ materially from preliminary purchase price allocation presented here.

The primary areas of the purchase

price allocation that are not yet finalized relate to the valuation of the intangible assets acquired, fair value of right to use assets

and associated operating lease liabilities assumed, and net working capital adjustments.

The following table presents the preliminary allocation

of the assets acquired and liabilities assumed:

Medical Transport

Consideration:

Cash Consideration

Due to Seller

Contingent Consideration

Amounts held under an escrow account

Total consideration

Recognized amounts of identifiable assets acquired and liabilities

Accounts receivable

Other current assets

Property, plant and equipment

Intangible assets

Total identifiable assets acquired

Accounts payable

Due to Seller

Other current liabilities

Total liabilities assumed

Total purchase price

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 September

30, 2022 are as noted in the tables below:

Carrying Value

Balance at December 31, 2021

Goodwill acquired during the period

Balance at June 30, 2022

Intangible assets consist of the following as

of June 30, 2022 and December 31, 2021:

June 30, 2022

at December 31, 2021

acquired during the period

at September 30, 2022

assets consist of the following as of September 30, 2022 and December 31, 2021:

Estimated Useful

Gross Carrying

Computer software

2 unchanged sentences

( 5,778,894 )

Material Contracts

$ ( 6,323,217 )

December 31, 2021

Estimated Useful

Gross Carrying

Computer software

Operating licenses

Internally developed software

developed software

( 3,828,038 )

$ ( 4,053,793 )

The Company recorded amortization expense of $ 645,715

and $ 457,960 for the three months ended June 30, 2022 and 2021, respectively.

The Company recorded amortization expense of $ 1,279,078

and $ 879,984 for the six months ended June 30, 2022 and 2021, respectively.

Company recorded amortization expense of $ 990,345 and $ 552,999 for the three months ended September 30, 2022 and 2021, respectively.

Company recorded amortization expense of $ 2,269,423 and $ 1,432,983 for the nine months ended September 30, 2022 and 2021, respectively.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Future amortization expense at June 30, 2022 for

the next five years and in the aggregate are as follow:

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

amortization expense at September 30, 2022 for the next five years and in the aggregate are as follows:

2022, remaining

Amortization expense

As of September 30, 2022

As of September 30, 2021

As of December 31, 2021

Accrued Liabilities

Accrued liabilities consist of the following as

of June 30, 2022 and December 31, 2021:

liabilities consist of the following as of September 30, 2022 and December 31, 2021:

September 30,

Accrued bonus

9 unchanged sentences

Accrued legal fees

Accrued insurance liabilities

Credit card payable

1 unchanged sentence

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 carried interest at a per annum rate equal to the Wall Street Journal Prime Rate, 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

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

This loan was secured by all assets

of entities owned 100 % by DocGo Inc.

This loan was subject to certain financial covenants such as a Fixed Charge Coverage Ratio and Debt

to Effective Tangible Net Worth, as defined in the agreement.

The Company decided not to renew the agreement on the Maturity Date, therefore,

the balance was $ 0 as of June 30, 2022.

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 (5.5% at June 30, 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 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 June 30, 2022, the outstanding balance

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

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 (6.25% at September 30, 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 in the applicable period.

The agreement is subject to certain financial covenants such as an

unused fee, whereas the Company shall pay to the subsidiary of one of its members an unused fee in the amount of 0.5 % of the average

daily amount by which the Revolving Commitment Amount ($ 12 million) exceeds the principal balance of the aggregate outstanding advances.

All accrued and unpaid interest and unused fee shall be due and payable on the first anniversary of the date of the agreement (“Revolving

Credit Maturity Date”).

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

As of December 31, 2021, the

outstanding balance of the line of credit was zero.

On January 26, 2022, the Company drew $ 1,000,000 to fund operations and meet

short-term obligations.

As of September 30, 2022, the outstanding balance of the line of credit was $ 1,000,000 .

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

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

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Notes Payable

Company has various loans with finance companies with monthly installments aggregating $ 64,855 , inclusive of interest ranging from 2.5 %

The notes mature at various times through 2051 and are secured by transportation equipment.

following table summarizes the Company’s notes payable:

September 30,

Equipment and financing loans payable, between 2.5 % and 8 % interest and maturing between January 2022 and May 2051

Loan received pursuant to the Payroll Protection Program

Total notes payable

received pursuant to the Payroll Protection Program Term Note

notes payable

current portion of notes payable

Total non-current portion of notes payable

Interest expense was $ 43,508 and $ 61,324 for the

periods ended June 30, 2022 and December 31, 2021, respectively.

Future minimum annual maturities of notes payable

as of June 30, 2022 are as follows:

non-current portion of notes payable

expense was $ 69,804 and $ 61,324 for the periods ended September 30, 2022 and December 31, 2021, respectively.

minimum annual maturities of notes payable as of September 30, 2022 are as follows:

Notes Payable

2022, remaining

Total maturities

Current portion of notes payable

Long-term portion of notes payable

portion of notes payable

Business Segment Information

The Company conducts business as two operating

segments, Transportation Services and Mobile Health services.

In accordance with ASC 280, Segment Reporting , operating segments

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

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

The Company’s business operates

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

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

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.

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.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

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:

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Transportation

Mobile Health

Three Months Ended June 30, 2022

Three Months Ended September 30, 2022

$ 104,319,894

7 unchanged sentences

Long-lived assets

Three Months Ended June 30, 2021

Three Months Ended September 30, 2021

Income (loss) from operations

( 11,308,739 )

Depreciation and amortization expense

$ 115,444,782

$ 144,078,865

$ ( 1,897,051 )

Depreciation and amortization expense

Stock compensation

1 unchanged sentence

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Transportation

Mobile Health

Six Months Ended June 30, 2022

Nine Months Ended September

$ 254,072,898

5 unchanged sentences

$ 355,920,210

Depreciation and amortization expense

Depreciation and amortization

Stock compensation

Long-lived assets

Six Months Ended June 30, 2021

Nine Months Ended September

$ 197,394,379

3 unchanged sentences

$ 144,078,865

Depreciation and amortization expense

Depreciation and amortization

Stock compensation

Long-lived assets

Long-lived assets include property, plant and

equipment, goodwill and intangible assets.

Geographic Information

Revenues by geographic location are included in

Preferred Stock

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

by geographic location are included in Note 2.

In November 2021, the Company’s Series A

2 unchanged sentences

The Company’s

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

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

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

Each share of Series A preferred stock was convertible

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

Series A preferred stockholders had voting rights

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

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

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

The holders of the Series A preferred stock had

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

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

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

plus all accrued and unpaid dividends thereon.

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

have been paid out on a pro-rata basis.

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity reflect the 2020 shares as if the Merger occurred

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-rata basis.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

On November 1, 2017, Ambulnz, Inc.

converted its

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

rate of 1,000 shares per membership unit.

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

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

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

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

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

The Class A common stockholders had voting

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

Dividends may be paid

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

Share Repurchase Program

On May 24, 2022, the Company was authorized to

purchase up to $ 40 million of the Company’s common stock under a share repurchase program (the “Program”).

second quarter of 2022, the Company repurchased 70,000 shares of its common stock for $ 498,000 .

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 stock 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

Repurchase Program

On May 24, 2022, the Company was authorized to purchase up to $ 40 million

of the Company’s common stock under a share repurchase program (the “Program”).

During the second quarter of 2022, the

Company repurchased 70,000 shares of its common stock for $ 498,000 .

These shares were subsequently cancelled.

The Program does not obligate the Company to acquire any specific number of shares and will expire on November 24, 2023.

Under the Program,

shares may be repurchased using a variety of methods, including privately negotiated and/or open market transactions, including under

plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as part of accelerated

share repurchases, block trades and other methods.

The timing, manner, price and amount of any common stock repurchases under the Program

are determined by the Company in its discretion and depend on a variety of factors, including legal requirements, price and economic and

market conditions.

Preacquisition Warrants

There were no shares repurchased

during the third quarter of 2022.

The Program does not obligate the Company to acquire any specific number of shares and will expire on

November 24, 2023.

Under the Program, shares may be repurchased using a variety of methods, including privately negotiated and/or open

market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), as part of accelerated share repurchases, block trades and other methods.

The timing, manner, price and amount of any common

stock repurchases under the Program are determined by the Company in its discretion and depend on a variety of factors, including legal

requirements, price and economic and market conditions.

Preacquisition

On February 15, 2018, the Company issued warrants

4 unchanged sentences

$ 0.01 per share.

The exchanged warrants have 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 .

The exchanged warrants have 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.

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.

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.

The warrants 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.

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.

Stock Based Compensation

Stock Options

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 2032 and are

nontransferable.

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

On June 30, 2022, approximately 3.0 million employee

stock options on a converted basis had vested.

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 2032 and are nontransferable.

Stock options granted have a maximum contractual term

On September 30, 2022, approximately 2.5 million employee stock options on a converted basis had vested.

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

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.

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.

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.

Factors that 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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

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

Factors that 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 June 30, 2022 and 2021:

June 30, 2022

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

following assumptions were used to compute the fair value of the stock option grants during the period ended September 30, 2022 and 2021:

September 30,

Risk-free interest rate

Expected term (in years)

Expected term

Dividend yield

The following table summarizes the Company’s

stock option activity under the Plan for the period ended June 30, 2022:

following table summarizes the Company’s stock option activity under the Plan for the period ended September 30, 2022:

Exercise Price

Life in Years

2 unchanged sentences

Exercised during the year

( 1,637,159 )

Cancelled during the year

Balance as of June 30, 2022

Options vested and exercisable at June 30, 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 June 30, 2022 and December 31,

2021 was $ 7.15 and $ 2.80 , respectively.

On June 30, 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.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Restricted Stock Units

Balance as of September 30, 2022

Options vested and exercisable at September 30, 2022

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 September 30, 2022 and December 31, 2021 was $ 5.92 and $ 2.80 , respectively.

On September 30, 2022 and December 31,

2021, the total unrecognized compensation related to unvested stock option awards granted was $ 27,812,078 and $ 20,792,804 , respectively,

which the Company expects to recognize over a weighted-average period of approximately 3.73 years.

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.

Activity under RSUs was as follows:

The Company records compensation expense in the Unaudited 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.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

under RSUs was as follows:

Balance as of, December 31, 2021

Vested as of June 30, 2022

Balance as of June 30, 2022

Vested and unissued at June 30, 2022

Non-vested at June 30, 2022

The total grant-date fair value of RSUs granted

during the period ended June 30, 2022 was $ 1,049,999 .

For the period ended June 30, 2022, the Company

recorded stock-based compensation expense related to RSUs of $ 82,305 .

As of June 30, 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 3.2 years.

Operating Leases

The Company is obligated to make rental payments

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

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

costs of the property.

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

Certain leases for property and transportation

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

Determining the lease term and amount of lease payments to include

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

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

calculation of the associated ROU asset and lease obligation.

In making such judgment, the Company considers all relevant economic factors

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

The Company’s lease agreements generally

do not provide an implicit borrowing rate.

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

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

which were used to discount its real estate lease liabilities.

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

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

Vested during the year

Balance as of, September 30, 2022

Vested and unissued at September 30, 2022

Non-vested at September 30, 2022

total grant-date fair value of RSUs granted during the period ended September 30, 2022 was $ 1,049,999 .

the period ended September 30, 2022, the Company recorded stock-based compensation expense related to RSUs of $ 177,840 .

of September 30, 2022, the Company had $ 1,241,163 in unrecognized compensation cost related to non-vested RSUs, which is expected to

be recognized over a weighted-average period of approximately 3.1 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.

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.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

The table below comprise lease expenses for the

periods ended June 30, 2022 and 2021:

Three Months Ended

Six Months Ended

Components of total lease cost:

Operating lease expense

Short-term lease expense

Total lease cost

Lease Position as of June 30, 2022

Right-of-use lease assets and lease liabilities

for the Company’s operating leases were recorded in the Condensed Consolidated Balance Sheets as follows:

Lease right-of-use assets

Total lease assets

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

table below comprise lease expenses for the periods ended September 30, 2022 and 2021:

of total lease cost:

September 30,

Operating lease

lease expense

Position as of September 30, 2022

lease assets and lease liabilities for the Company’s operating leases were recorded in the Condensed Consolidated Balance Sheets

September 30,

right-of-use assets

Current liabilities:

Lease liability - current portion

Lease liability - current

Noncurrent liabilities:

Lease liability, net of current portion

Total lease liability

Lease Terms and Discount Rate

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

Weighted average discount rate - operating leases

Undiscounted Cash Flows

Future minimum lease payments under the operating

leases at June 30, 2022 are as follows:

liability, net of current portion

lease liability

Terms and Discount Rate

The table below presents certain information related to the weighted average remaining lease term and the weighted average discount rate

for the Company’s finance leases as of September 30, 2022:

Weighted average

remaining lease term (in years) - operating leases

Weighted average discount

rate - operating leases

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Future minimum lease payments under the

operating leases at September 30, 2022 are as follows:

2022, remaining

and thereafter

Total future minimum lease payments

Less effects of discounting

Present value of future minimum lease payments

Operating lease expense was approximately $ 428,728

and $ 446,564 for the three months ended June 30, 2022 and 2021, respectively.

Operating lease expense was approximately $ 891,353

and $ 937,939 for the six months ended June 30, 2022 and 2021, respectively.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

For the three months ended June 30, 2022, the

Company made $ 428,728 of fixed cash payments related to operating leases and $ 851,307 related to finance leases.

For the three months

ended June 30, 2021, the Company made $ 446,564 of fixed cash payments related to operating leases

and $ 652,891 related to finance leases.

For the six months ended June 30, 2022, the Company

made $ 891,353 of fixed cash payments related to operating leases and $ 1,473,882 related to finance leases.

For the six months

ended June 30, 2021, the Company made $ 937,939 of fixed cash payments related to operating leases

and $ 1,254,392 related to finance leases.

Finance Leases

The Company leases vehicles under a non-cancelable

finance lease agreements with a liability of $ 7,931,349 and $ 10,139,410 as of June 30, 2022 and December 31, 2021, respectively.

includes accumulated depreciation expense of $ 8,837,761 and $ 7,095,242 as of June 30, 2022 and December 31, 2021, respectively.

Depreciation expense for the vehicles under non-cancelable

lease agreements amounted to $ 662,495 and $ 710,645 for the three months ended June 30, 2022 and 2021, respectively.

Depreciation expense for the vehicles under non-cancelable

lease agreements amounted to $ 1,518,276 and $ 1,357,457 for the six months ended June 30, 2022 and 2021, respectively.

Gain on Lease Remeasurement

future minimum lease payments

effects of discounting

( 1,283,391 )

value of future minimum lease payments

lease expense was approximately $ 960,807 and $ 570,781 for the three months ended September 30, 2022 and 2021, respectively.

lease expense was approximately $ 2,380,857 and $ 1,702,515 for the nine months ended September 30, 2022 and 2021, respectively.

the three months ended September 30, 2022, the Company made $ 626,188 of fixed cash payments related to operating leases and $ 672,975

related to finance leases.

the three months ended September 30, 2021, the Company made $ 519,716 of fixed cash payments related to operating leases and $ 725,233

related to finance leases.

the nine months ended September 30, 2022, the Company made $ 1,517,541 of fixed cash payments related to operating leases and $ 2,146,857

related to finance leases.

the nine months ended September 30, 2021, the Company made $ 1,446,067 of fixed cash payments related to operating leases and $ 1,972,283

related to finance leases.

Company leases vehicles under a non-cancelable finance lease agreements with a liability of $ 8,945,489 and $ 10,139,410 as of September

30, 2022 and December 31, 2021, respectively.

This includes accumulated depreciation expense of $ 9,662,686 and $ 7,095,242 as of September

30, 2022 and December 31, 2021, respectively.

expense for the vehicles under non-cancelable lease agreements amounted to $ 873,713 and $ 752,313 for the three months ended September

30, 2022 and 2021, respectively.

expense for the vehicles under non-cancelable lease agreements amounted to $ 2,391,989 and $ 2,109,770 for the nine months ended September

30, 2022 and 2021, respectively.

on Lease Remeasurement

In June 2022, the Company reassessed its finance

2 unchanged sentences

of the leases which resulted in a gain of $ 1.4 million recorded as gains from lease accounting on the Unaudited Condensed Consolidated

Statement of Operations and Comprehensive Income (Loss).

Lease Payments

The table below presents lease payments for the

periods ended June 30, 2022 and 2021:

Statement of Operations and Comprehensive Income.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

table below presents lease payments for the periods ended September 30, 2022 and 2021:

Three Months Ended

Six Months Ended

Nine Months Ended

Components of total lease payment:

September 30,

Finance lease payment

1 unchanged sentence

Total lease payments

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Lease Position as of June 30, 2022

Right-of-use lease assets and lease liabilities

for the Company’s finance leases were recorded in the Condensed Consolidated Balance Sheets as follows:

Position as of September 30, 2022

lease assets and lease liabilities for the Company’s finance leases were recorded in the Condensed Consolidated Balance Sheets

September 30,

Lease right-of-use assets

5 unchanged sentences

Total lease liability

Lease Terms and Discount Rate

The table below presents certain information related

to the weighted average remaining lease term and the weighted average discount rate for the Company’s finance leases as of June

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 September 30, 2022:

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

Weighted average discount rate - finance leases

Undiscounted Cash Flows

Future minimum lease payments under the finance

leases at June 30, 2022 are as follows:

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

minimum lease payments under the finance leases at September 30, 2022 are as follows:

Finance Leases

2022, remaining

2 unchanged sentences

Less effects of discounting

( 1,014,990 )

Present value of future minimum lease payments

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

As of June 30, 2022, the Company recognized other

income of $ 11,387 , net of $ 19,660 from realized foreign exchange loss offset by rental income of $ 31,047 .

Future minimum lease payments under the operating leases at September 30, 2022 are as follows:

2022, remaining

2027 and thereafter

Total future minimum lease payments

Less effects of discounting

( 1,283,391 )

Present value of future minimum lease payments

Other Expense

of September 30, 2022, the Company recorded a loss of approximately $ 1.8 million from the remeasurement of warrant liabilities.

are marked-to-market in each reporting period, and this loss reflected the increase in DocGo’s stock price relative to the beginning

of the period.

No gain or loss was recorded in relation to the remeasurement of warrant liabilities in the same period in 2021.

redeemed all of its outstanding warrants in September 2022.

Related Party Transactions

Historically, the Company has been involved in

transactions with various related parties.

Tendler Strategic & Legal Services

PLLC provides commission services for the Company.

Tendler Strategic & Legal Services PLLC is owned by the General Counsel

of the Company, and therefore is a related party.

The Company made commission payments to Ely D.

Historically,

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

Tendler Strategic & Legal Services PLLC provides legal services for the Company.

Tendler Strategic & Legal Services

PLLC totaling $ 234,255 and $ 127,093 for the three months ended June 30, 2022 and 2021, respectively, and $ 443,408 and $ 290,218 for the

six months ended June 30, 2022 and 2021, respectively.

Included in accounts payable were $ 99,585 and

$ 85,133 due to this related party as of June 30, 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) benefit

for the three months ended June 30, 2022 and 2021 were $( 321,660 ) and $ 1,107 , respectively, and $( 761,839 ) and $( 8,923 ) for the six

months ended June 30, 2022 and 2021, respectively.

The Company’s effective tax rate was 4.14 % and 1.10 % for the three months ended June

30, 2022 and 2021, respectively, and 4.30 % and 0.47 % for the six months ended June 30, 2022 and 2021, respectively.

In determining

the quarterly provision for income taxes, we use an estimated annual effective tax rate adjusted for discrete items.

based on our expected annual income, statutory tax rates, and best estimates of nontaxable and nondeductible income and expense

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 June 30, 2022.

PLLC is owned by the General Counsel of the Company, and therefore is a related party.

The Company made legal payments to Ely D.

Strategic & Legal Services PLLC totaling $ 261,185 and $ 186,075 for the three months ended September 30, 2022 and 2021, respectively,

and $ 704,593 and $ 476,293 for the nine months ended September 30, 2022 and 2021, respectively.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Staff also provides subcontractor services for the Company.

The Pride Staff is owned by the operations manager of the Company and his

spouse, and therefore, a related party.

The Company made subcontractor payments to PrideStaff totaling $ 118,645 and $ 92,359 for the three

months ended September 30, 2022 and 2021, respectively, and $ 364,844 and $ 592,417 for the nine months ended September 30, 2022 and 2021,

respectively.

in accounts payable were $ 118,604 and $ 94,636 due to related parties as of September 30, 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 expense for the three months ended September

30, 2022 and 2021 were $ 401,906 and $ 604,608 , respectively, and $ 1,163,755 and $ 613,531 for the nine months ended September 30, 2022 and

2021, respectively.

In determining the quarterly provision for income taxes, we use an estimated annual effective tax rate adjusted for

discrete items.

This rate is based on our expected annual income, statutory tax rates, and best estimates of non-taxable and non-deductible

income and expense items.

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 September 30, 2022.

Legal Proceedings

2 unchanged sentences

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.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

As of June 30, 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, as described in detail

defense on all legal actions, and the results of any such proceedings would not materially impact the Unaudited Condensed Consolidated

Financial Statements of the Company.

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

accounting guidance.

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

probable and can be reasonably 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 Unaudited Condensed Consolidated Financial Statements.

of September 30, 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, as described in detail below.

The settlement is subject to court approval.

2 unchanged sentences

was filed in the Los Angeles Superior Court on October 11, 2018,

2018, and the complaint alleged wage and hour violations pursuant to California’s Private Attorneys’ General Act of 2004

and the complaint alleged wage and hour violations pursuant to California’s Private Attorneys’ General Act of 2004 (“PAGA”).

On February 24, 2020, this case was consolidated with Jascha Dlugatch, et.

Ambulnz Health,

LLC (the “Consolidated Compliant”), another lawsuit filed in the Los Angeles Superior Court.

2021, the parties attended mediation and settled the claims pled in the Consolidated Complaint on a class-wide and PAGA basis in

exchange for a proposed $ 1 million payment by Ambulnz Health, inclusive of administrative costs and fees.

The parties are working on

preparing all documents to obtain court approval of their settlement and anticipate obtaining preliminary approval of their

settlement in the near future, subject to Court calendars and pandemic related backlogs.

Ambulnz Health, LLC (the “Consolidated

Compliant”), another lawsuit filed in the Los Angeles Superior Court.

On May 6, 2021, the parties attended mediation

and settled the claims pled in the Consolidated Complaint on a class-wide and PAGA basis in exchange for a proposed $ 1 million payment

by Ambulnz Health, inclusive of administrative costs and fees.

On September 9, 2022, the Court preliminarily approved the proposed settlement.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Risk and Uncertainties

COVID-19 Risks, Impacts and Uncertainties

On January 30, 2020, the World Health Organization

(“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 Outbreak”) and

the risks to the international community as the virus spreads globally.

In March 2020, the WHO classified the COVID-19 Outbreak as a pandemic,

based on the rapid increase in exposure globally.

The spread of COVID-19 and the related country-wide

shutdowns and restrictions had a mixed impact on the Company’s business.

In the ambulance transportation business, which predominantly

comprises of non-emergency medical transportation, the Company saw a decline in volumes from historical and expected levels, as elective

surgeries and other procedures were postponed.

In some of the Company’s larger markets, such as New York and California, there were

declines in trip volume.

In addition, the Company experienced lost revenues associated with sporting, concerts and other events, as those

events were cancelled or had a significantly restricted (or entirely eliminated) the number of permitted attendees.

Both ambulance transports

and event-related revenues have since recovered to pre-COVID levels or higher.

There are two areas where the Company has experienced

positive business impacts from COVID-19.

In April and May 2020, the Company participated in an emergency project with Federal Emergency

Management Agency (“FEMA”) in the New York City area.

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 had a mixed impact on the Company’s business.

ambulance transportation business, which predominantly comprises of non-emergency medical transportation, the Company saw a decline in

volumes from historical and expected levels, as elective surgeries and other procedures were postponed.

In some of the Company’s

larger markets, such as New York and California, there were declines in trip volume.

In addition, the Company experienced lost revenues

associated with sporting, concerts and other events, as those events were cancelled or had a significantly restricted (or entirely eliminated)

the number of permitted attendees.

Ambulance transports and event-related revenues have both since recovered to pre-COVID levels or higher.

There are two areas where the Company has experienced positive business

impacts from COVID-19.

In April and May 2020, the Company participated in an emergency project with Federal Emergency Management Agency

(“FEMA”) in the New York City area.

This engagement resulted in incremental transportation revenue.

in response to the need for widespread COVID-19 testing and available Emergency Medical Technicians (“EMT”) and Paramedics,

the Company formed a new subsidiary, Rapid Reliable Testing, LLC (“RRT”), with the goal to perform COVID-19 tests at nursing

homes, municipal sites, businesses, schools and other venues.

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.

Since early 2020, RRT has grown significantly,

and its services have expanded beyond COVID-19 testing to a wide variety of tests, vaccinations and other procedures.

While COVID-19 testing

activity continued to grow throughout 2021 and into early 2022, such activity has slowed considerably over the past several months, as

the pandemic has waned, and COVID-19 testing accounted for a relatively small proportion of the Company’s overall revenues during

the third quarter of 2022.

We anticipate that COVID-19 will continue to account for a shrinking proportion of the Company’s revenues

in the fourth quarter of 2022 and beyond.

Company’s current business plan assumes continued recovery of industry-wide transportation volumes to historical levels and beyond,

plus an increased demand for mobile health services, a demand that was accelerated by the pandemic, but which is also being driven by

longer-term secular factors, such as the increasing desire on the part of patients to receive treatments outside of traditional

settings, such as doctor’s offices and hospitals.

However, given the unpredictable, unprecedented, and fluid nature of the pandemic

and its economic consequences, we are unable to predict the duration and extent to which the pandemic and its related positive and negative

impacts will affect our business, financial condition, and results of operations in future periods.

Likewise, we are unable to predict

the emergence of future, unrelated pandemics, which would have some of the same impacts as those experienced with COVID-19.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

There were no Medicare accelerated payments

reflected within accrued liabilities in the Condensed Consolidated Balance Sheets as of June 30, 2022, compared to $ 975,415 as of December

The Company’s estimate of the current liability is a function of historical cash receipts from Medicare and the repayment

terms set forth above.

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 payments.

Accordingly, the Company does not expect to receive additional Medicare accelerated

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

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.

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.

There were no Medicare accelerated payments reflected within accrued liabilities in the Condensed Consolidated Balance

Sheets as of September 30, 2022, compared to $ 975,415 as of December 31, 2021.

The Company’s estimate of the current liability

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

Subsequent Events

On July 6, 2022, Holdings acquired Government

Medical Services, LLC (“GMS”) in exchange for $ 19 million in cash.

GMS is engaged in the business of providing licensed healthcare

On July 13, 2022, the Company acquired Exceptional

Medical Transportation, LLC (“Exceptional”) in exchange for $ 6.4 million in cash.

Exceptional is in the business of providing

medical transportation services.

On July 20, 2022, Ambulnz Community Partners LTD,

a subsidiary of the Company located in United Kingdom, entered into a financing agreement to acquire six ambulances.

The total purchase

price was approximately £ 0.6 million GBP (approximately $ 0.7 million), payable in 60 monthly installment payments starting on August

On October 12, 2022, the Company acquired Community Ambulance Service Ltd,

a company located in United Kingdom, in exchange for approximately £4.8 million in cash.

Community Ambulance Service Ltd is engaged

in providing emergency and non-emergency transport services, including high dependency, urgent care, mental health and blue light transport

services and diagnostics testing.

We believe this acquisition will allow us to increase our presence in that market, while giving us improved

access to municipal contracts.

We are currently in the process of finalizing the accounting for this transaction and will have completed

our preliminary allocation of the purchase consideration to the asset acquired and liabilities assumed as of the end of the fourth quarter

On November 1, 2022, the Company entered into a revolving

loan and security agreement with two banks, with one bank as the administrative agent (the “Lenders”), with a maximum revolving

advance amount of $90,000,000.

The revolving facility includes the ability for the Company to request an increase to the commitment by

an additional up to $50,000,000, though no Lender (nor the Lenders collectively) are obligated to increase their respective commitments.

Borrowings under the revolving facility bear interest at a per annum rate equal to, (i) at the Company’s option, the (x) the base

rate or (y) the adjusted term SOFR rate, plus (ii) the applicable margin.

The applicable margins are based on the Company’s consolidated

net leverage ratio, adjusted on a quarterly basis.

The initial applicable margins are 1.25% for an adjusted term SOFR loan and 0.25% for

a base rate loan and will be updated based on the consolidated net leverage ratio reported in the compliance certificate.

The revolving

facility matures on the five-year anniversary of the closing date, November 1, 2027.

The revolving facility is secured by a first-priority

lien on substantially all of the Company’s present and future personal assets and intangible assets.

The revolving facility is subject

to certain financial covenants such as a net leverage ratio and interest coverage ratio, as defined in the agreement.

The Company has

not made any draws under the facility and there is no amount outstanding.

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