What changed in this filing

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Item 1. Business

2023-03-14 compared with 2022-03-15 · 480 added, 448 removed, 62 unchanged (94% of the section changed)

is redefining on-demand access to healthcare.

We deliver high-quality, cost-effective healthcare mobility solutions and are

unlocking further promise and potential of telehealth treatment through our “last-mile” care capabilities.

by leveraging our proprietary technology platform powered by artificial intelligence (“AI”), and our network of healthcare

professionals spanning more than 26 states and the United Kingdom.

We often provide our services in collaboration with leading

healthcare organizations, via long-term relationships that drive meaningful revenue, ensure efficient and effective capital

allocation, and create low-risk opportunities for significant growth.

mission is to transform medical transportation and mobile healthcare, outside the traditional “brick-and-mortar” facilities,

with more accessible, affordable, and efficient patient-centered care.

Since our founding in 2015, through more than 6.2 million

patient interactions, we have created an unmatched medical transportation network that can provide better care outside of the physical

walls of the healthcare system.

We began by developing a state-of-the-art, intuitive platform to drive greater efficiency and improved

access to patient care.

Our innovative technology can change the way healthcare facilities manage patient transportation, and eliminate

many of the common obstacles faced when scheduling service, ultimately freeing medical professionals to focus more time and their valuable

resources on what they do best — providing patient care.

Additionally, in certain markets, our Mobile Health in-person care

model facilitates medical treatment directly to patients in the comfort of their homes, workplaces, and other non-traditional locations.

Working under the guidance of prescribing physicians, our network (which includes both company employees and agency staff) of more than

(“DocGo,”“we,” “us,”

“our” and “the Company”) aims to redefine access to healthcare.

We strive to deliver high-quality, cost-effective healthcare

mobility solutions and unlock the further promise and potential of telehealth treatment through our “last-mile” care capabilities.

We do so by leveraging our proprietary technology platform powered by artificial intelligence (“AI”), and our network of healthcare

professionals, which has provided service in 29 states and in the United Kingdom.

We often provide our services in collaboration

with leading healthcare organizations, via long-term relationships that are intended to drive meaningful revenue, help provide efficient

and effective capital allocation and create low-risk opportunities for significant growth.

mission is to provide high quality, highly accessible healthcare for all, empowering the delivery of medical transportation and mobile

healthcare outside the traditional “brick-and-mortar” facilities, with more accessible, affordable, and efficient patient-centered

Since our founding in 2015, through more than 8 million patient interactions, we have created a care delivery model that helps

provide better care outside of the physical walls of the healthcare system.

We began by developing a state-of-the-art, intuitive platform

designed to drive greater efficiency and improved access to patient care.

Our innovative technology can change the way healthcare facilities

manage patient transportation and eliminate many of the common obstacles faced when scheduling service, ultimately freeing medical professionals

to focus more time and their valuable resources on what they do best — providing patient care.

Additionally, in certain

markets, our Mobile Health in-person care model facilitates medical treatment directly to patients in the comfort of their homes,

workplaces, and other non-traditional locations.

Working under the guidance of prescribing physicians, our network (which includes

both company employees and personnel from a variety of subcontracted labor agencies and some independent contractors) of more than 5,000

medical clinicians including Emergency Medical Technicians (“EMTs”), paramedics, licensed practical nurses (“LPNs”),

registered nurses (“RNs”)and support staff, provides a wide range of tests, procedures and interventions that, until now,

required a visit to a traditional healthcare setting.

registered nurses (“RNs”) Advanced Practice Providers (“APPs”) and support staff, provides a wide range of tests,

procedures and interventions that previously required a visit to a traditional healthcare setting.

Mobile Health Solutions

The traditional healthcare model requires patients to interact with

many levels of healthcare providers — including receptionists, nurses, lab technicians and physicians — for

even the most routine tests, procedures and interventions.

We recognized that a number of these services could easily be performed by

EMTs, paramedics and LPNs under the guidance of physicians, but in the comfort of a patient’s home or workplace.

Our patient-centered

approach helps limit the need for individuals to seek routine treatment in more expensive and environmentally exposed, less comfortable

settings such as emergency departments and urgent care clinics.

In addition to providing greater convenience to patients, our Mobile Health solutions

help reduce unnecessary burdens on healthcare systems, by freeing up their finite, in-person resources to address more urgent and

critical patient needs.

DocGo’s Mobile Health clinical services, which we expanded into the home and workplace in 2020, facilitate

medical care via a turnkey suite of integrated, “last-mile” solutions.

Through DocGo On-Demand and additional Mobile Health

programs including expanded population offerings, we provide holistic health, social and shelter coordination services to underserved

Our services and solutions include on-site evaluation, diagnostics, triage, and treatment as detailed in the following

patients seek more efficient, more convenient healthcare options, we believe our virtual care-enabling solutions are poised for significant

growth, by delivering in-person patient care previously inaccessible outside of the more traditional healthcare settings.

with leading national health systems, insurance carriers, private organizations and employers, state and local governments and managed

care organizations, to provide our Mobile Health solutions, including NYC Health + Hospitals, New York City Department of Homeless Services,

Dollar General, and Mount Sinai Health System.

For the fiscal year ended December 31, 2022, we generated approximately 74.0% of our

revenues from the solutions provided by our Mobile Health segment.

success of our care delivery model is reflected in our NPS, or Net Promoter Score, which is one of the most widely accepted standards

of customer experience metrics.

Scores are measured from a range of -100 to +100 with scores over 30 commonly viewed as good and

over 50 considered excellent.

Our Q4 mobile health NPS score was 76, which is a testament to our customers’ strong perception

regarding the value of DocGo’s services.

Transportation

on-demand medical mobility solutions are offered under the Ambulnz brand.

We enable reliable, efficient access to local clinical

services, including primary and specialty care, dialysis treatments for chronic care management, and transfers between clinical

Every vehicle in our fleet is equipped with our proprietary technology platform, which is integrated with some of the

nation’s largest electronic medical record (“EMR”) systems.

integration enables seamless transfer of electronic patient information and discharge data to our healthcare provider customers, which

improves order speed and accuracy, and helps eliminate a myriad of manual processes.

Consequently, our healthcare facility customers are

better able to order, track and manage transportation requests and patient movement, thereby improving utilization of resources and cost.

Our Ambulnz ShareLink technology provides our healthcare partners and patients with real-time vehicle locations and accurate ETAs,

delivering valuable peace of mind.

As of December 31, 2021, we had 294 ambulances in service throughout the United States,

and 32 in the United Kingdom.

For the fiscal year ended December 31, 2021, we generated approximately 26.4% of our revenues

from our mobility solutions delivered by this segment.

Health Solutions

traditional healthcare model requires patients to interact with many levels of healthcare providers — including

receptionists, nurses, lab technicians and physicians — for even the most routine tests, procedures and interventions.

We recognized that a number of these services could easily be performed by EMTs or paramedics under the guidance of physicians,

but in the comfort of a patient’s home or workplace.

Our patient-centered approach helps limit the need for individuals

to seek routine treatment in more expensive and environmentally exposed, less comfortable settings such as emergency departments

and urgent care clinics.

In addition to providing greater convenience to patients, our Mobile Health solutions help

reduce unnecessary burdens on healthcare systems, by freeing up their finite, in-person resources to address more urgent

and critical patient needs.

DocGo’s Mobile Health on-demand telehealth clinical services, which we expanded into the

home and workplace in 2020, facilitate medical care via a turnkey suite of integrated, “last-mile” solutions.

a range of services, including on-site evaluation, diagnostics, triage, and treatment as detailed in the following table:

adoption of telehealth continues to climb, we believe our virtual care-enabling solutions are poised for significant growth, by delivering

in-person patient care previously inaccessible outside of the more traditional healthcare settings.

We partner with leading national

health systems, insurance carriers, private organizations and employers, state and local governments and managed care organizations, to

provide our Mobile Health solutions, including NYC Health + Hospitals, Mount Sinai Health System and Carnival Corporation.

DocGo’s digitally-enabled medical mobility solutions are offered

under the Ambulnz brand.

We help provide reliable, efficient access to local clinical services, including primary and specialty care,

dialysis treatments for chronic care management, and transfers between clinical settings.

Every vehicle in our fleet is equipped with

our proprietary technology platform, which is integrated with some of the nation’s largest electronic medical record (“EMR”)

This integration is

designed to provide seamless transfer of electronic patient information and discharge data to our healthcare provider customers,

which helps improve order speed and accuracy, and helps eliminate a myriad of manual processes.

Consequently, our healthcare

facility customers are better able to order, track and manage transportation requests and patient movement, thereby enhancing

utilization of resources and cost.

Our ShareLink TM technology is designed to provide our healthcare partners and patients

with real-time vehicle locations and accurate estimated time of arrivals and helps deliver valuable peace of mind.

As of December

31, 2022, we had 381 ambulances in service throughout the United States, and more than 300 in the United Kingdom.

For the fiscal

year ended December 31, 2021, we generated approximately 73.6% of our revenues from the solutions provided by our Mobile Health

with Motion Acquisition Corp.

November 5, 2021 (the “Closing Date”), DocGo Inc., a Delaware corporation (formerly known as Motion Acquisition

“Motion”) (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”).

connection with the Closing, the registrant changed its name from Motion Acquisition Corp.

to DocGo Inc.

As contemplated by

the Merger Agreement and as described in Motion’s definitive proxy statement/consent solicitation/prospectus filed with

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”).

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, the Company raised $158.0 million, net of transaction costs of $20.0 million.

This amount was

comprised of $43.4 million of cash held in Motion’s trust account from its initial public offering, net of DocGo’s transaction

costs and underwriters’ fees of $9.6 million, and $114.6 million of cash in connection with the PIPE Financing, net of $10.4 million

in transaction costs.

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

to additional paid-in capital.

Capital Resources

year ended December 31, 2022, we generated approximately 26.0% of our revenues from this segment.

Human Capital Resources

strive to hire the best talent across our industry, with a focus on inspiring performance.

As of December 31, 2022, we had over 3,200

employees, including revenue-generating healthcare professionals, field management personnel and corporate support staff, as represented

in the table below.

Healthcare professionals consist of EMTs, paramedics, LPNs, RNs, clinicians and related support staff;

field management

personnel includes supervisors and managers;

and corporate support staff includes software development, billing, finance, sales, marketing,

and executives.

employees, including healthcare professionals, field management personnel and corporate support staff, as represented in the table below.

Healthcare professionals consist of EMTs, paramedics, LPNs, RNs, APPs, clinicians and related support staff;

field management personnel

includes supervisors and managers;

and corporate support staff includes software development, billing, finance, sales, marketing, and

Healthcare Professionals

1 unchanged sentence

Corporate Support

of our employees is represented by a labor union or subject to any collective bargaining agreement.

of our employees are represented by a labor union or subject to any collective bargaining agreement.

In addition to the employees

above, as of December 31, 2021, the Company engaged the services of approximately 2,100 people, primarily in the healthcare professional

area, through a variety of subcontracted labor agencies.

above, as of December 31, 2022, the Company engaged the services of approximately 2,135 people, primarily in the healthcare

professional area, through a variety of subcontracted labor agencies and some independent contractors.

consider our employees to be our most valuable assets.

Our employee experience begins with identifying and attracting people who

embody our core values and share our vision to provide high-quality patient care.

We are committed to building a company that

our employees are proud to be a part of, and fostering an environment in which our employees can grow, evolve and discover their

existing and untapped potential.

We believe our focused approach to recruiting and developing talent allows us to attract strong

candidates to continue growing and scaling our business.

evolution in the healthcare system and an aging population mean EMTs, paramedics and nurses are more critical to medical care

than ever before, yet EMTs and paramedics remain the lowest paid professionals in the chain of care.

Most companies in the industry

pay an hourly wage only, and offer no benefits, often resulting in low employee morale, high turnover, and ultimately a less efficient

We take pride in our high-quality medical professionals, and have created an attractive compensation model that demonstrates

their vital importance to our business, and motivates them to deliver exceptional care.

offer a pay package which we believe is innovative within our industry and elevates our employee compensation levels above national

averages and those of our peers.

In addition to base hourly wages, DocGo also offers employees bonuses based on certain performance

metrics, medical insurance, paid time off, and an equity incentive plan for our frontline clinicians — an industry

leading program that provides the opportunity to acquire an ownership stake in our company.

We believe that this approach makes

us a more attractive employer and supports a strong pipeline of top-tier talent across all levels of our company.

have also created a number of programs to foster the professional development of our employees and to continue to attract top-tier

To help our staff continue to build clinical skills, we created a Medical Mentorship Program whereby EMTs and paramedics

can learn advanced medical techniques including phlebotomy, mobile ultrasound, EKG training, Point of Care testing, vaccine administration,

and wound care.

Our employee experience begins with identifying and attracting people who embody

our core values and share our vision to provide high-quality patient care.

We are committed to building a company that our employees are

proud to be a part of, and fostering an environment in which our employees can grow, evolve and discover their existing and untapped potential.

We believe our focused approach to recruiting and developing talent allows us to attract strong candidates to continue growing and scaling

our business.

Compensation and

evolution in the healthcare system and an aging population mean EMTs, paramedics and nurses are more critical to medical care than ever

before, yet EMTs and paramedics remain the lowest paid professionals in the chain of care.

Most companies in the industry pay an hourly

wage only, and offer no benefits, often resulting in low employee morale, high turnover, and ultimately a less efficient business.

take pride in our high-quality medical professionals and have created an attractive compensation model that demonstrates their vital importance

to our business and motivates them to deliver exceptional care.

We offer a pay package which we believe is innovative within our industry.

In addition to base hourly wages, DocGo also offers employees bonuses based on certain performance metrics, medical insurance, paid time

off, and an equity incentive plan for our frontline clinicians with broad-based rank and file participation — a program

that provides the opportunity to acquire an ownership stake in our company.

This is in line with our belief that all of our employees

are partners in the business, and we want everyone to “think like an owner,” with the best long-term interests of the Company

and its shareholders as a driver of decision making.

We believe that this approach makes us a more attractive employer and supports a

strong pipeline of top-tier talent across all levels of our company.

Employee Engagement

We routinely monitor employee

satisfaction, and work to maintain an environment where employees can contribute and thrive.

DocGo has been recognized for its excellent

workplace culture and employee satisfaction.

One measure of this are the hundreds of positive reviews our employees have given DocGo on

leading recruitment websites.

DocGo’s employee rating on Indeed is currently 4.3 out of 5.0, and our employee rating on Glassdoor

is 4.8 out of 5.0 - ratings that are significantly higher than our industry averages .

have also created a number of programs to foster the professional development of our employees and to help attract top-tier talent.

help our staff continue to build clinical skills, we created a Medical Mentorship Program whereby EMTs and paramedics can learn advanced

medical techniques including phlebotomy, mobile ultrasound, EKG training, point of care testing, vaccine administration, and wound care.

Once certified, our employees can put these newly acquired skills to use while providing our Mobile Health services.

staff of ten training coordinators runs a robust, in-person onboarding program to ensure that employees are trained and up to

date in relevant procedures and protocols.

We are an official American Heart Association Training Site, and offer all of our employees

in-house basic life support (BLS), advanced cardiovascular life support (ACLS), and pediatric advanced life support (PALS)

training and certification.

staff of ten training coordinators runs a robust, in-person onboarding program to help train employees and keep them up to date in relevant

procedures and protocols.

We are an official American Heart Association Training Site and offer all of our employees in-house basic

life support (BLS), advanced cardiovascular life support (ACLS), and pediatric advanced life support (PALS) training and certification.

have also implemented a virtual training program for company policy and procedures training, mandated OSHA training courses, hazardous

materials awareness, FEMA Incident Command Systems training (100, 200, 700, 800), clinical skills, customer service, diversity,

HIPAA regulations, safety and compliance, on-site traffic control, and annual documentation training.

drivers are additionally trained in emergency vehicle operator course (EVOC) and Coaching the Emergency Vehicle Operator (CEVO)

4 driver training, vehicle maintenance incident reporting, transport risk assessment, critical care transport orientation, and

fatigue abatement.

Our system is utilized for credential tracking and Continuous Quality Improvement, so that our staff maintains

all required credentials relevant to their positions with our company.

constant reporting, employees and their supervisors are automatically notified at designated times of recertification deadlines.

Course completion, assignments, and other compliance requirements are tracked in this system as well.

Verification monitoring

ensures that all employees meet current state requirements.

This tool verifies Office of Inspector General (“OIG”)

Department of Health and Human Services (“HHS”) exclusions at the state and federal levels, and performs

sanction screening for licensed personnel and 24/7 monitoring of state board licenses.

comprehensive training programs utilize a full range of resources, including print materials, training modules, webinars, seminars,

and videos provided by the CDC, and federal, state, and local entities, medical institutions, and public health agencies.

December 2021, we announced the launch of DocGo Academy and DocGo EMS Academy, two full-service programs dedicated to recruiting

and training clinicians, EMS workers and other healthcare professionals.

Combining classroom education with practical hands-on

learning, the programs are designed to help existing healthcare professionals advance their careers and provide aspiring entry-level

workers with the opportunity to enter the healthcare industry.

DocGo Academy focuses on uptraining clinicians, while DocGo EMS

Academy is tailored to EMS workers, from EMTs to paramedics.

The comprehensive training programs are available in select states,

with plans for national expansion in the coming months.

Tuition is free for students who continue their employment with DocGo,

which we anticipate will assist us in our recruiting efforts.

healthcare industry is highly competitive, and we compete with a broad and diverse set of companies spanning both of

our businesses.

The competitive landscape is highly fragmented for both medical mobility services and “last-mile”

healthcare solutions, ranging in each case from small, locally owned and operated providers to large national organizations.

we do not believe that any single competitor offers our full suite of mobility solutions and “last-mile” healthcare

services, numerous companies offer components of medical mobility transportation and/or telehealth services that compete with

our solutions.

in the medical transportation industry is based primarily on the ability to improve customer service, such as on-time performance

and efficient call intake;

materials awareness, FEMA Incident Command Systems training (100, 200, 700, 800), clinical skills, customer service, diversity, HIPAA

regulations, safety and compliance, on-site traffic control, and annual documentation training.

drivers are additionally trained in emergency vehicle operator course (EVOC) and Coaching the Emergency Vehicle Operator (CEVO) 4 driver

training, vehicle maintenance incident reporting, transport risk assessment, critical care transport orientation, and fatigue abatement.

Our system is utilized for credential tracking and Continuous Quality Improvement, so that our staff maintains all required credentials

relevant to their positions with our company.

and their supervisors are automatically notified at designated times of recertification deadlines.

Course completion, assignments, and

other compliance requirements are tracked in this system as well.

Verification monitoring ensures that all employees meet current state

requirements.

This tool verifies Office of Inspector General (“OIG”) of the U.S.

Department of Health and Human Services

(“HHS”) exclusions at the state and federal levels and performs sanction screening for licensed personnel and 24/7 monitoring

of state board licenses.

comprehensive training programs utilize a full range of resources, including print materials, training modules, webinars, seminars, and

videos provided by the Centers for Disease Control and Prevention, and federal, state, and local entities, medical institutions, and public

health agencies.

December 2021, we launched DocGo EMS Academy, a full-service program dedicated to recruiting and training EMS clinicians.

classroom education with practical hands-on learning, the programs are designed to help existing healthcare professionals advance

their careers and provide aspiring entry-level workers with the opportunity to enter the healthcare industry.

DocGo EMS Academy is

tailored to EMS workers, from EMTs to paramedics.

This comprehensive training program is available in select states and offers free

tuition for students who continue their employment with DocGo, which we anticipate could assist us in our recruiting efforts.

Merger with Motion Acquisition Corp.

On November 5, 2021 (the “Closing

Date”), DocGo Inc., a Delaware corporation (formerly known as Motion Acquisition Corp.

“Motion” prior to the Closing

Date 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, 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

to DocGo Inc.

As contemplated by the Merger Agreement and as described in Motion’s definitive proxy statement/consent solicitation/prospectus

filed with the U.S.

Securities and Exchange Commission (the “SEC”) on October 14, 2021 (the “Prospectus”), Merger

Sub was merged with and into Ambulnz, with Ambulnz continuing as the surviving corporation (the “Merger” and, together with

the other transactions contemplated by the Merger Agreement, the “Business Combination”).

As a result of the Merger, Ambulnz

is a wholly-owned subsidiary of DocGo and each share of Series A preferred stock of Ambulnz, no par value (“Ambulnz Preferred Stock”),

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

value (“Ambulnz Class B Common Stock”, together with Ambulnz Class A Common Stock, “Ambulnz Common Stock”) was

cancelled and converted into the right to receive a portion of merger consideration issuable as common stock of DocGo, par value $0.0001

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

In connection with the Business

Combination, the Company raised $158.0 million, net of transaction costs of $20.0 million.

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 concurrent PIPE private placement of shares of common stock

to certain investors at a price of $10.00 per share (the “ PIPE Financing”), net of $10.4

million in transaction costs.

These transaction costs consisted of banking, legal, and other professional fees which were recorded as

a reduction to additional paid-in capital.

healthcare industry is highly competitive, and we compete with a broad and diverse set of companies spanning both of our business

The competitive landscape is highly fragmented for both medical mobility services and “last-mile” healthcare solutions,

ranging in each case from small, locally owned and operated providers to large national organizations.

While we do not believe that any

single competitor offers our full suite of mobility solutions and “last-mile” healthcare services, numerous companies offer

components of medical mobility transportation and/or telehealth services that compete with our solutions.

in the medical transportation industry is based primarily on the ability to improve customer service, such as on-time performance and

efficient call intake;

to provide comprehensive clinical care;

and to recruit, train and motivate employees, particularly

ambulance crews who have direct contact with patients and healthcare personnel.

Pricing, billing and reimbursement expertise are

also critical.

Competitors within the industry vary considerably in type and identify by market, with our primary competitors

being small, locally owned operators as well as local fire departments and other local government providers.

Larger private provider

competitors include Rural/Metro Corporation, Falck, American Medical Response (AMR), Southwest Ambulance, Paramedics Plus and

Acadian Ambulance.

in the telehealth industry is primarily based on scale;

and to recruit, train and motivate employees, particularly ambulance crews

who have direct contact with patients and healthcare personnel.

Pricing, billing and reimbursement expertise are also critical.

within the industry vary considerably in type and identity by market, with our primary competitors being small, locally owned operators

as well as local fire departments and other local government providers.

Larger private provider competitors include Rural/Metro Corporation,

Falck, American Medical Response (AMR), Southwest Ambulance, Paramedics Plus and Acadian Ambulance.

in the mobile health industry is primarily based on scale;

ease of use, convenience and accessibility;

brand recognition;

depth, and efficacy of telehealth services;

breadth, depth,

and efficacy of telehealth services;

clinical quality;

customer support;

and customer satisfaction

The major competitors include much larger, national or regional telehealth providers such as Teladoc, Livongo, Amwell,

and One Medical that generally provide telehealth on behalf of self-insured employers and insurance plans.

These competitors,

however, generally do not provide direct patient care or “last-mile” care on behalf of the provider organization.

We also believe there are several smaller, private organizations providing in-home or on-site care utilizing different,

higher cost healthcare providers.

Non-traditional providers and others such as payors may enter the space and/or develop

innovative technologies or business activities that could disrupt the industry.

Competition could also increase from large technology

companies, such as Apple, Amazon, Facebook, Verizon, or Microsoft, who may develop their own telehealth solutions, as well as

from large retailers like Walmart, CVS and others.

Despite the significant growth of telehealth services in recent years,

we believe the market is still in its infancy and new competitors with similar and novel models will enter the market as it matures.

intellectual property includes the content of our website, our proprietary platform, our mobile application, registered domain

names, software code, firmware, hardware and hardware designs, registered and unregistered common law trademarks, trademark applications,

copyrights, trade secrets, inventions (whether or not patentable), patents, and patent applications.

We also license the use of

certain technology and other intellectual property rights owned and controlled by others.

We believe that our intellectual property

is a valuable asset to our business that affords us a competitive advantage in the markets in which we operate.

protect our intellectual property primarily through a combination of copyrights, trademarks, patents, and trade secrets, intellectual

property licenses and other contractual rights and provisions (including confidentiality, non-disclosure, proprietary rights and

assignment-of-invention agreements with our employees, independent contractors, consultants and companies with which we conduct

We have registered the Ambulnz trademark and our corporate logo in the United States and the United Kingdom.

We have registered DocGo trademark and design in the UK, and are in the process of registering both for DocGo in the US.

registered trademarks have perpetual life, provided that they are renewed on a timely basis and continue to be used properly as

Upon discovery of potential infringement of our intellectual property, we assess and, when necessary, take action

to protect our rights as appropriate.

operations are subject to comprehensive United States federal, state and local and comparable multiple levels of

international regulation in the jurisdictions in which we do business.

The laws and rules governing our business and

interpretations of those laws and rules continue to expand, are subject to frequent change and may become more restrictive.

Our ability to operate profitably will depend in part upon our ability, and that of our healthcare provider partners, to

maintain all necessary licenses and to operate in compliance with applicable laws and rules.

We therefore devote significant

resources to monitoring developments in healthcare regulation.

As the applicable laws and rules change, we may be required to

make conforming modifications in our business processes from time to time.

In many jurisdictions where we operate, neither

our current nor our anticipated business model, in particular with respect to our Mobile Health related services, has been

the subject of judicial or administrative interpretation.

We cannot be assured that a review of our business by courts or

regulatory authorities will not result in determinations that could limit or otherwise adversely affect our operations or

that the healthcare regulatory environment will not change in a way that restricts our operations.

and customer satisfaction and value.

The major competitors include much larger, national or regional telehealth providers such as Dispatch Health, Teladoc, Amwell, and One

Medical (acquired by Amazon in February 2023) that generally provide telehealth on behalf of self-insured employers and insurance plans.

These competitors, however, generally do not provide direct patient care or “last-mile” care on behalf of the provider organization.

We also believe there are several smaller, private organizations providing in-home or on-site care utilizing different, higher

cost healthcare providers.

Non-traditional providers and others such as payors may enter the space and/or develop innovative technologies

or business activities that could disrupt the industry.

Competition could also increase from large technology companies, such as Apple,

Amazon, Facebook, Verizon, or Microsoft, who may develop their own telehealth solutions or acquire existing industry participants, such

as Amazon’s acquisition of One Medical in February 2023, as well as from large retailers like Walmart, CVS and others.

significant growth of telehealth services in recent years, we believe the market is still in its infancy and new competitors with

similar and novel models will enter the market as it matures.

Intellectual Property

We own and use trademarks

and service marks on or in connection with our services, including both unregistered common law marks and registered trademarks.

registered “Ambulnz” and our corporate logo in the United States and the United Kingdom.

We have registered “DocGo”

word mark and design in the both the United States and the United Kingdom and are in the process of registering both in the EU.

also the registered holder of a variety of domain names that include “Ambulnz”, “DocGo” and similar variations.

Our proprietary platform,

mobile application, and associated software code and firmware are protected as trade secrets and our confidential information, as appropriate.

We also license the use of certain technology and other intellectual property rights owned and controlled by others.

We believe that our

intellectual property is a valuable asset to our business that affords us a competitive advantage in the markets in which we operate.

We maintain our intellectual property and confidential business information in a number of ways.

For instance, we have a policy requiring

all companies we work with to execute confidentiality agreements upon commencement of any business relationship with us.

Our agreements

with customers include confidentiality and non-disclosure provisions, as well.

We require our employees,

independent contractors and consultants to execute confidentiality and proprietary agreements in connection with their employment or consulting

relationships with us and to assign to us inventions conceived during the term of their employment or engagement while using our property

or which relate to our business.

Upon discovery of potential

infringement of our intellectual property, we assess and, when necessary, take action to protect our rights as appropriate.

operations are subject to comprehensive United States federal, state and local rules and regulations and comparable multiple levels

of international regulation in the jurisdictions in which we do business.

The laws and regulations governing our business and interpretations

of those laws and regulations continue to expand, are subject to frequent change and may become more restrictive.

Our ability to operate

profitably will depend in part upon our ability, and that of our healthcare provider partners, to maintain all necessary licenses and

to operate in compliance with applicable laws and regulations.

We therefore devote significant resources to monitoring developments in

healthcare regulation.

As the applicable laws and regulations change, we may be required to make conforming modifications in our business

processes from time to time.

In many jurisdictions where we operate, neither our current nor our anticipated business model, in particular

with respect to our Mobile Health related services, has been the subject of judicial or administrative interpretation.

We cannot be assured

that a review of our business by courts or regulatory authorities will not result in determinations that could limit or otherwise adversely

affect our operations or that the healthcare regulatory environment will not change in a way that restricts our operations.

False Claims Act

federal False Claims Act is a means of policing false bills or false requests for payment in the healthcare delivery system.

other things, the federal False Claims Act authorizes the imposition of up to three times the government’s damages and significant

per claim civil penalties on any “person” (including an individual, organization or company) who, among other acts:

presents or causes to be presented to the federal government a false or fraudulent claim for payment or approval;

makes, uses or causes to be made or used a false record or statement material to a false or fraudulent claim;

makes, uses or causes to be made or used a false record or statement material to an obligation to pay the government, or knowingly conceals;

and improperly avoids or decreases an obligation to pay or transmit money or property to the federal government;

to commit the above acts.

addition, amendments to the federal False Claims Act and Social Security Act impose severe penalties for the knowing and improper

retention of overpayments collected from government payors.

Under these provisions, within 60 days of identifying and quantifying

an overpayment, a provider is required to notify the Centers for Medicare and Medicaid Services (“CMS”), or the Medicare

Administrative Contractor (“MAC”) of the overpayment and the reason for it and return the overpayment.

An overpayment

impermissibly retained could subject a party to liability under the federal False Claims Act, exclusion from government healthcare

programs, including Medicare and Medicaid, and penalties under the federal Civil Monetary Penalties Law discussed below.

penalties for a violation of the federal False Claims Act range from $5,500 to $11,000 (adjusted for inflation) for each false

claim, plus up to three times the amount of damages caused by each false claim, which can be as much as the amounts received directly

or indirectly from the government for each such false claim.

things, the federal False Claims Act authorizes the imposition of up to three times the government’s damages and significant per

claim civil penalties on any “person” (including an individual, organization or company) who, among other acts:

● knowingly presents or causes

to be presented to the federal government a false or fraudulent claim for payment or approval;

● knowingly makes, uses or causes

to be made or used a false record or statement material to a false or fraudulent claim;

● knowingly makes, uses or causes

to be made or used a false record or statement material to an obligation to pay the government, or knowingly conceals;

● knowingly and improperly avoids

or decreases an obligation to pay or transmit money or property to the federal government;

● conspires to commit the above

addition, amendments to the federal False Claims Act and Social Security Act impose severe penalties for the knowing and improper retention

of overpayments collected from government payors.

Under these provisions, within 60 days of identifying and quantifying an overpayment,

a provider is required to notify the Centers for Medicare and Medicaid Services (“CMS”), or the Medicare Administrative Contractor

of the overpayment and the reason for it and return the overpayment.

An overpayment impermissibly retained could subject a party to liability

under the federal False Claims Act, exclusion from government healthcare programs, including Medicare and Medicaid, and penalties under

the federal Civil Monetary Penalties Law discussed below.

penalties for a violation of the federal False Claims Act range from $5,500 to $11,000 (adjusted for inflation) for each false claim,

plus up to three times the amount of damages caused by each false claim, which can be as much as the amounts received directly or indirectly

from the government for each such false claim.

On June 19, 2020, the U.S.

Department of Justice (“DOJ”)

issued a final rule announcing adjustments to federal False Claims Act penalties, under which the per claim range increases to

a range from $11,803 to $23,607 per claim, so long as the underlying conduct occurred after November 2, 2015.

federal government has used the statute to prosecute a wide variety of alleged false claims and fraud allegedly perpetrated against

Medicare and state healthcare programs, including but not limited to coding errors, billing for services not rendered, the submission

of false cost or other reports, billing for services at a higher payment rate than appropriate, billing under a comprehensive

code as well as under one or more component codes included in the comprehensive code, billing for care that is not considered

medically necessary and false reporting of risk-adjusted diagnostic codes to Medicare Advantage (or Part C) Plans.

The Affordable

Care Act, as currently structured, provides that claims tainted by a violation of the federal Anti-Kickback Statute are false

for purposes of the federal False Claims Act.

Some courts have held that filing claims or failing to refund amounts collected

in violation of the Stark Law can form the basis for liability under the federal False Claims Act.

In addition to the provisions

of the federal False Claims Act, which provide for civil enforcement through “qui tam” whistleblower lawsuits, the

federal government can also use several criminal statutes to prosecute persons who are alleged to have submitted false or fraudulent

claims for payment to the federal government.

Fraud and Abuse Laws

federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology

for Economic and Clinical Health Act (“HITECH”), and their implementing regulations and related rules (collectively,

“HIPAA”), established several separate criminal penalties for making false or fraudulent claims to insurance companies

and other non-governmental payors of healthcare services.

Department of Justice (“DOJ”) issued a

final rule announcing adjustments to federal False Claims Act penalties, under which the per claim range increases to a range from $11,803

to $23,607 per claim, so long as the underlying conduct occurred after November 2, 2015.

federal government has used the statute to prosecute a wide variety of alleged false claims and fraud allegedly perpetrated against Medicare

and state healthcare programs, including but not limited to coding errors, billing for services not rendered, the submission of false

cost or other reports, billing for services at a higher payment rate than appropriate, billing under a comprehensive code as well as under

one or more component codes included in the comprehensive code, billing for care that is not considered medically necessary and false

reporting of risk-adjusted diagnostic codes to Medicare Advantage (or Part C) Plans.

The Affordable Care Act, as currently structured,

provides that claims tainted by a violation of the federal Anti-Kickback Statute are false for purposes of the federal False Claims

Some courts have held that filing claims or failing to refund amounts collected in violation of the Stark Law can form the basis

for liability under the federal False Claims Act.

In addition to the provisions of the federal False Claims Act, which provide for civil

enforcement through “qui tam” whistleblower lawsuits, the federal government can also use several criminal statutes to prosecute

persons who are alleged to have submitted false or fraudulent claims for payment to the federal government.

Federal Fraud and

federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic

and Clinical Health Act (“HITECH”), and their implementing regulations and related rules (collectively, “HIPAA”),

established several separate criminal penalties for making false or fraudulent claims to insurance companies and other non-governmental

payors of healthcare services.

Under HIPAA, these two additional federal crimes are:

Fraud” and “False Statements Relating to Healthcare Matters.” The Healthcare Fraud statute prohibits knowingly

and recklessly executing a scheme or artifice to defraud any healthcare benefit program, including private payors.

of this statute is a felony and may result in fines, imprisonment or exclusion from government sponsored programs.

The False Statements

Relating to Healthcare Matters statute prohibits knowingly and willfully falsifying, concealing or covering up a material fact

by any trick, scheme or device or making any materially false, fictitious or fraudulent statement in connection with the delivery

of or payment for healthcare benefits, items or services.

A violation of this statute is a felony and may result in fines or imprisonment.

This statute could be used by the government to assert criminal liability if a healthcare provider knowingly fails to refund an

These provisions are intended to punish some of the same conduct in the submission of claims to private payors as

the federal False Claims Act covers in connection with governmental health programs.

addition, the Civil Monetary Penalties Law imposes civil administrative sanctions for, among other violations, inappropriate billing

of services to federally funded healthcare programs and employing or contracting with individuals or entities who are excluded

from participation in federally funded healthcare programs.

Moreover, a person who offers or transfers to a Medicare or Medicaid

beneficiary any remuneration, including waivers of co-payments and deductible amounts (or any part thereof), that the person knows

or should know is likely to influence the beneficiary’s selection of a particular provider, practitioner or supplier of

Medicare or Medicaid payable items or services may be liable for civil monetary penalties of up to $20,000 for each wrongful act.

Moreover, in certain cases, providers who routinely waive co-payments and deductibles for Medicare and Medicaid beneficiaries

can also be held liable under the federal Anti-Kickback Statute and federal False Claims Act, either of which can impose

additional penalties associated with the wrongful act.

One of the statutory exceptions to the prohibition is non-routine, unadvertised

waivers of co-payments or deductible amounts based on individualized determinations of financial need or exhaustion of reasonable

collection efforts.

The OIG emphasizes, however, that this exception should only be used occasionally to address special financial

needs of a particular patient.

Although this prohibition applies only to federal healthcare program beneficiaries, the routine

waivers of co-payments and deductibles offered to patients covered by commercial payors may implicate applicable state laws

related to, among other things, unlawful schemes to defraud, excessive fees for services, tortious interference with patient contracts

and statutory or common law fraud.

Fraud and Abuse Laws

“Healthcare Fraud” and “False Statements

Relating to Healthcare Matters.” The Healthcare Fraud statute prohibits knowingly and recklessly executing a scheme or artifice

to defraud any healthcare benefit program, including private payors.

A violation of this statute is a felony and may result in fines,

imprisonment or exclusion from government sponsored programs.

The False Statements Relating to Healthcare Matters statute prohibits knowingly

and willfully falsifying, concealing or covering up a material fact by any trick, scheme or device or making any materially false, fictitious

or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services.

A violation of this

statute is a felony and may result in fines or imprisonment.

This statute could be used by the government to assert criminal liability

if a healthcare provider knowingly fails to refund an overpayment.

These provisions are intended to punish some of the same conduct in

the submission of claims to private payors as the federal False Claims Act covers in connection with governmental health programs.

addition, the Civil Monetary Penalties Law imposes civil administrative sanctions for, among other violations, inappropriate billing of

services to federally funded healthcare programs and employing or contracting with individuals or entities who are excluded from participation

in federally funded healthcare programs.

Moreover, a person who offers or transfers to a Medicare or Medicaid beneficiary any remuneration,

including waivers of co-payments and deductible amounts (or any part thereof), that the person knows or should know is likely to influence

the beneficiary’s selection of a particular provider, practitioner or supplier of Medicare or Medicaid payable items or services

may be liable for civil monetary penalties of up to $20,000 for each wrongful act.

Moreover, in certain cases, providers who routinely

waive co-payments and deductibles for Medicare and Medicaid beneficiaries can also be held liable under the federal Anti-Kickback Statute

and federal False Claims Act, either of which can impose additional penalties associated with the wrongful act.

One of the statutory exceptions

to the prohibition is non-routine, unadvertised waivers of co-payments or deductible amounts based on individualized determinations

of financial need or exhaustion of reasonable collection efforts.

The OIG emphasizes, however, that this exception should only be used

occasionally to address special financial needs of a particular patient.

Although this prohibition applies only to federal healthcare

program beneficiaries, the routine waivers of co-payments and deductibles offered to patients covered by commercial payors may implicate

applicable state laws related to, among other things, unlawful schemes to defraud, excessive fees for services, tortious interference

with patient contracts and statutory or common law fraud.

State Fraud and

states in which we operate have also adopted similar fraud and abuse laws as the federal laws and statutes described above.

scope of these laws and the interpretations thereof vary from state to state and are enforced by state courts and regulatory authorities,

each with broad discretion.

Some state fraud and abuse laws apply to items or services reimbursed by any payor, including patients

and commercial insurers, not just those reimbursed by a federally funded healthcare program.

A determination of liability under

such state fraud and abuse laws could result in fines and penalties and restrictions on our ability to operate in these jurisdictions.

Information Privacy and Security Laws

of these laws and the interpretations thereof vary from state to state and are enforced by state courts and regulatory authorities, each

with broad discretion.

Some state fraud and abuse laws apply to items or services reimbursed by any payor, including patients and commercial

insurers, not just those reimbursed by a federally funded healthcare program.

A determination of liability under such state fraud and

abuse laws could result in fines and penalties and restrictions on our ability to operate in these jurisdictions.

Health Information

Privacy and Security Laws

are numerous U.S.

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(“PII”), including health information.

In particular, HIPAA establishes privacy and security standards that limit

the use and disclosure of protected health information (“PHI”), and require the implementation of administrative,

physical, and technical safeguards to ensure the confidentiality, integrity and availability of individually identifiable health

information in electronic form.

HIPAA’s requirements to “covered entities” and to their independent contractors,

agents and other “business associates” that create, receive, maintain or transmit PHI in connection with providing

services to covered entities.

Although we are a covered entity under HIPAA, we are also a business associate of other covered

entities when we are working on behalf of our healthcare provider partners.

In particular, HIPAA establishes privacy and security standards that limit the use

and disclosure of protected health information (“PHI”), and require the implementation of administrative, physical, and technical

safeguards to ensure the confidentiality, integrity and availability of individually identifiable health information in electronic form.

HIPAA’s requirements to “covered entities” and to their independent contractors, agents and other “business associates”

that create, receive, maintain or transmit PHI in connection with providing services to covered entities.

Although we are a covered entity

under HIPAA, we are also a business associate of other covered entities when we are working on behalf of our healthcare provider partners.

of HIPAA may result in civil and criminal penalties.

The civil penalties range from $119 to $59,522 per violation, with a cap

of $1.8 million per year for violations of the same standard during the same calendar year.

However, a single breach incident

can result in violations of multiple standards.

The civil penalties range from $119 to $59,522 per violation, with a cap of $1.8 million

per year for violations of the same standard during the same calendar year.

However, a single breach incident can result in violations

of multiple standards.

We must also comply with HIPAA’s breach notification rule.

Under the breach

notification rule, covered entities must notify affected individuals without unreasonable delay in the case of a breach of unsecured

PHI, which may compromise the privacy, security or integrity of the PHI.

In addition, notification must be provided to HHS

and the local media in cases where a breach affects more than 500 individuals.

Breaches affecting fewer than 500 individuals must

be reported to HHS on an annual basis.

The regulations also require business associates of covered entities to notify the covered

entity of breaches by the business associate.

Under the breach notification rule, covered entities

must notify affected individuals without unreasonable delay in the case of a breach of unsecured PHI, which may compromise the privacy,

security or integrity of the PHI.

In addition, notification must be provided to HHS and the local media in cases where a breach affects

more than 500 individuals.

Breaches affecting fewer than 500 individuals must be reported to HHS on an annual basis.

The regulations also

require business associates of covered entities to notify the covered entity of breaches by the business associate.

attorneys general also have the right to prosecute HIPAA violations committed against residents of their states.

While HIPAA does

not create a private right of action that would allow individuals to sue in civil court for a HIPAA violation, its standards have

been used as the basis for the duty of care in state civil suits, such as those for negligence or recklessness in misusing personal

In addition, HIPAA mandates that HHS conduct periodic compliance audits of HIPAA-covered entities and their business

associates for compliance.

It also tasks HHS with establishing a methodology whereby harmed individuals who were the victims of

breaches of unsecured PHI may receive a percentage of the fine paid by the violator under the Civil Monetary Penalties Law paid

by the violator.

In light of recent enforcement activity, and statements from HHS, we expect increased federal and state HIPAA

privacy and security enforcement efforts.

also required HHS to adopt national standards establishing electronic transaction standards that all healthcare providers must

use when submitting or receiving certain healthcare transactions electronically.

states in which we operate and in which our customers reside also have laws that protect the privacy and security of sensitive

and personal information, including health information.

These laws may be similar to or even more protective than HIPAA and other

federal privacy laws.

While HIPAA does not

create a private right of action that would allow individuals to sue in civil court for a HIPAA violation, its standards have been used

as the basis for the duty of care in state civil suits, such as those for negligence or recklessness in misusing personal information.

In addition, HIPAA mandates that HHS conduct periodic compliance audits of HIPAA-covered entities and their business associates for compliance.

It also tasks HHS with establishing a methodology whereby harmed individuals who were the victims of breaches of unsecured PHI may receive

a percentage of the fine paid by the violator under the Civil Monetary Penalties Law paid by the violator.

In light of recent enforcement

activity, and statements from HHS, we expect increased federal and state HIPAA privacy and security enforcement efforts.

also requires HHS to adopt national standards establishing electronic transaction standards that all healthcare providers must use when

submitting or receiving certain healthcare transactions electronically.

states in which we operate and in which our customers reside also have laws that protect the privacy and security of sensitive and personal

information, including health information.

These laws may be similar to or even more protective than HIPAA and other federal privacy laws.

For example, the laws of the State of California, in which we operate, are more restrictive than HIPAA.

state laws are more protective than HIPAA, we must comply with the state laws we are subject to, in addition to HIPAA.

certain cases, it may be necessary to modify our systems or planned operations to comply with these more stringent state laws.

Not only may some of these state laws impose fines and penalties upon violators, but also some, unlike HIPAA, may afford private

rights of action to individuals who believe their personal information has been misused.

In addition, state laws are changing

rapidly, and there is discussion of a new federal privacy law or federal breach notification law, to which we may be subject.

recent years, there have been a number of well-publicized data breaches involving the improper use and disclosure of PII

Many states have responded to these incidents by enacting laws requiring holders of personal information to maintain

safeguards and to take certain actions in response to a data breach, such as providing prompt notification of the breach to affected

individuals and state officials.

In addition, under HIPAA and pursuant to the related contracts that we enter into with our healthcare

provider partners and other third parties, we must report breaches of unsecured PHI to our contractual partners following discovery

of the breach.

Notification must also be made in certain circumstances to affected individuals, federal authorities and others.

addition to HIPAA, state health information privacy and state health information privacy laws, we may be subject to other state

and federal privacy laws, including laws that prohibit unfair privacy and security practices and deceptive statements about privacy

and security and laws that place specific requirements on certain types of activities, such as data security and texting.

Anti-Kickback

federal Anti-Kickback Statute is a broadly worded prohibition on the knowing and willful offer, payment, solicitation or receipt

of any form of remuneration in return for, or to induce, (i) the referral of a person covered by Medicare, Medicaid or other

governmental programs, (ii) the furnishing or arranging for the furnishing of items or services reimbursable under Medicare,

Medicaid or other governmental programs or (iii) the purchasing, leasing or ordering or arranging or recommending purchasing,

leasing or ordering of any item or service reimbursable under Medicare, Medicaid or other governmental programs.

Certain federal

courts have held that the Anti-Kickback Statute can be violated if “one purpose” of a payment is to induce referrals.

In addition, a person or entity does not need to have actual knowledge of this statute or specific intent to violate it to have

committed a violation, making it easier for the government to prove that a defendant had the requisite state of mind or “scienter”

required for a violation.

Moreover, the government may assert that a claim including items or services resulting from a violation

of the Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal False Claims Act.

of the Anti-Kickback Statute can result in exclusion from Medicare, Medicaid or other governmental programs as well as civil and

criminal penalties, including fines of $104,330 per violation, plus up to three times the amount of the unlawful remuneration,

and imprisonment of up to ten years.

Civil penalties for such conduct can further be assessed under the federal False Claims

In addition to a few statutory exceptions, the OIG has published safe harbor regulations that outline categories of activities

that are deemed protected from prosecution under the Anti-Kickback Statute provided all applicable criteria are met.

failure of a financial relationship to meet all of the applicable safe harbor criteria does not necessarily mean that the particular

arrangement violates the Anti-Kickback Statute.

Where state laws are more

protective than HIPAA, we must comply with the state laws we are subject to, in addition to HIPAA.

In certain cases, it may be necessary

to modify our systems or planned operations to comply with these more stringent state laws.

Not only may some of these state laws impose

fines and penalties upon violators, but also some, unlike HIPAA, may afford private rights of action to individuals who believe their

personal information has been misused.

In addition, state laws are changing rapidly, and there is discussion of a new federal privacy

law or federal breach notification law, to which we may be subject.

recent years, there have been a number of well-publicized data breaches involving the improper use and disclosure of PII and PHI.

states have responded to these incidents by enacting laws requiring holders of personal information to maintain safeguards and to take

certain actions in response to a data breach, such as providing prompt notification of the breach to affected individuals and state officials.

In addition, under HIPAA and pursuant to the related contracts that we enter into with our healthcare provider partners and other third

parties, we must report breaches of unsecured PHI to our contractual partners following discovery of the breach.

Notification must also

be made in certain circumstances to affected individuals, federal authorities and others.

addition to HIPAA, state health information privacy and state health information privacy laws, we may be subject to other state and federal

privacy laws, including laws that prohibit unfair privacy and security practices and deceptive statements about privacy and security and

laws that place specific requirements on certain types of activities, such as data security and texting.

Anti-Kickback Statute

federal Anti-Kickback Statute is a broadly worded prohibition on the knowing and willful offer, payment, solicitation or receipt of any

form of remuneration in return for, or to induce, (i) the referral of a person covered by Medicare, Medicaid or other governmental

programs, (ii) the furnishing or arranging for the furnishing of items or services reimbursable under Medicare, Medicaid or other

governmental programs or (iii) the purchasing, leasing or ordering or arranging or recommending purchasing, leasing or ordering of

any item or service reimbursable under Medicare, Medicaid or other governmental programs.

Certain federal courts have held that the Anti-Kickback Statute

can be violated if “one purpose” of a payment is to induce referrals.

In addition, a person or entity does not need to have

actual knowledge of this statute or specific intent to violate it to have committed a violation, making it easier for the government to

prove that a defendant had the requisite state of mind or “scienter” required for a violation.

Moreover, the government may

assert that a claim including items or services resulting from a violation of the Anti-Kickback Statute constitutes a false or fraudulent

claim for purposes of the federal False Claims Act.

Violations of the Anti-Kickback Statute can result in exclusion from Medicare, Medicaid

or other governmental programs as well as civil and criminal penalties, including fines of $104,330 per violation, plus up to three times

the amount of the unlawful remuneration, and imprisonment of up to ten years.

Civil penalties for such conduct can further be assessed

under the federal False Claims Act.

In addition to a few statutory exceptions, the OIG has published safe harbor regulations that outline

categories of activities that are deemed protected from prosecution under the Anti-Kickback Statute provided all applicable criteria

The failure of a financial relationship to meet all of the applicable safe harbor criteria does not necessarily mean that the

particular arrangement violates the Anti-Kickback Statute.

However, conduct and business arrangements that do not fully satisfy each

applicable safe harbor may result in increased scrutiny by government enforcement authorities, such as the OIG.

of the Social Security Act, also known as the physician self-referral law and commonly referred to as the Stark Law, prohibits

a physician who has a financial relationship, or who has an immediate family member who has a financial relationship, with entities

providing certain designated health services from referring Medicare patients to such entities for the furnishing of designated

health services, unless an exception applies.

Although uncertainty exists, federal agencies and at least one court have taken

the position that the Stark Law also applies to Medicaid.

Designated health services are defined to include, among others, clinical

laboratory services, physical therapy services, occupational therapy services, radiology services including ultrasound services,

durable medical equipment and supplies, parenteral and enteral nutrients, equipment, and supplies, home health services, outpatient

prescription drugs, inpatient and outpatient hospital services and outpatient speech-language pathology services.

of financial arrangements between a physician and an entity providing designated health services that trigger the self-referral prohibitions

of the Stark Law are broad and include direct and indirect ownership and investment interests and compensation arrangements.

Stark Law prohibits any entity providing designated health services that has received a prohibited referral from presenting, or

causing to be presented, a claim or billing for the services arising out of the prohibited referral.

Similarly, the Stark Law

prohibits an entity from “furnishing” a designated health service to another entity in which it has a financial relationship

when that entity bills for the service.

The Stark Law also prohibits self-referrals within an organization by its own physicians,

although broad exceptions exist.

The prohibition applies regardless of the reasons for the financial relationship and the referral.

Unlike the federal Anti-Kickback Statute discussed above, the Stark Law is a strict liability statute, which means proof

of specific intent to violate the law is not required.

Federal Stark Law

of the Social Security Act, also known as the physician self-referral law and commonly referred to as the Stark Law, prohibits a physician

who has a financial relationship, or who has an immediate family member who has a financial relationship, with entities providing certain

designated health services from referring Medicare patients to such entities for the furnishing of designated health services, unless

an exception applies.

Although uncertainty exists, federal agencies and at least one court have taken the position that the Stark Law

also applies to Medicaid.

Designated health services are defined to include, among others, clinical laboratory services, physical therapy

services, occupational therapy services, radiology services including ultrasound services, durable medical equipment and supplies, parenteral

and enteral nutrients, equipment, and supplies, home health services, outpatient prescription drugs, inpatient and outpatient hospital

services and outpatient speech-language pathology services.

The types of financial arrangements between a physician and an entity

providing designated health services that trigger the self-referral prohibitions of the Stark Law are broad and include direct and

indirect ownership and investment interests and compensation arrangements.

The Stark Law prohibits any entity providing designated health

services that has received a prohibited referral from presenting, or causing to be presented, a claim or billing for the services arising

out of the prohibited referral.

Similarly, the Stark Law prohibits an entity from “furnishing” a designated health service

to another entity in which it has a financial relationship when that entity bills for the service.

The Stark Law also prohibits self-referrals within

an organization by its own physicians, although broad exceptions exist.

The prohibition applies regardless of the reasons for the financial

relationship and the referral.

Unlike the federal Anti-Kickback Statute discussed above, the Stark Law is a strict liability statute,

which means proof of specific intent to violate the law is not required.

the Stark Law is implicated, the financial relationship must fully satisfy a Stark Law exception.

If an exception is not satisfied,

then the parties to the arrangement could be subject to sanctions, including denial of payment for claims for services provided

in violation of the statute, mandatory refunds of amounts collected for such services, civil penalties of up to $25,820 for each

violation and twice the dollar value of each such service as well as possible exclusion from future participation in the federally

funded healthcare programs, including Medicare and Medicaid.

A person who engages in a scheme to circumvent the Stark Law’s

prohibitions may be fined up to $172,137 for each applicable arrangement or scheme.

Amounts collected on claims related to prohibited

referrals must be reported and refunded generally within 60 days after the date on which the overpayment was identified.

In addition, the government and some courts have taken the position that claims presented in violation of the various statutes,

including the Stark Law, and failure to return overpayments in a timely manner can form the basis for liability under the federal

False Claims Act discussed below based on the contention that a provider impliedly certifies compliance with all applicable laws,

regulations and other rules when submitting claims for reimbursement.

If an exception is not satisfied, then

the parties to the arrangement could be subject to sanctions, including denial of payment for claims for services provided in violation

of the statute, mandatory refunds of amounts collected for such services, civil penalties of up to $25,820 for each violation and twice

the dollar value of each such service as well as possible exclusion from future participation in the federally funded healthcare programs,

including Medicare and Medicaid.

A person who engages in a scheme to circumvent the Stark Law’s prohibitions may be fined up to

$172,137 for each applicable arrangement or scheme.

Amounts collected on claims related to prohibited referrals must be reported and refunded

generally within 60 days after the date on which the overpayment was identified.

In addition, the government and some courts have

taken the position that claims presented in violation of the various statutes, including the Stark Law, and failure to return overpayments

in a timely manner can form the basis for liability under the federal False Claims Act discussed below based on the contention that a

provider impliedly certifies compliance with all applicable laws, regulations and other rules when submitting claims for reimbursement.

Practice of Medicine;

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corporate practice of medicine and fee-splitting laws vary from state to state and are not always consistent.

In addition, these

requirements are subject to broad powers of interpretation and enforcement by state regulators.

Regulatory authorities or other

parties may assert that, despite these arrangements, we are engaged in the corporate practice of medicine or that our contractual

arrangements with affiliated third parties constitute unlawful fee splitting.

In this event, failure to comply could lead to adverse

judicial or administrative action against us and/or our healthcare provider partners, civil or criminal penalties, receipt of

cease-and-desist orders from state regulators, loss of licenses, and the need to make changes to the terms of engagement with

our provider partners that interfere with our business.

International

In addition, these requirements

are subject to broad powers of interpretation and enforcement by state regulators.

Regulatory authorities or other parties may assert

that, despite these arrangements, we are engaged in the corporate practice of medicine or that our contractual arrangements with affiliated

third parties constitute unlawful fee splitting.

In this event, failure to comply could lead to adverse judicial or administrative action

against us and/or our healthcare provider partners, civil or criminal penalties, receipt of cease-and-desist orders from state regulators,

loss of licenses, and the need to make changes to the terms of engagement with our provider partners that interfere with our business.

International Regulation

expect to continue to expand our operations internationally through both organic growth and acquisitions.

Our international operations

are subject to different, and sometimes more stringent, legal and regulatory requirements, which vary widely by jurisdiction,

including anti-corruption laws such as the Foreign Corrupt Practices Act (“FCPA”), and corresponding foreign laws,

including the UK Bribery Act 2010;

are subject to different, and sometimes more stringent, legal and regulatory requirements, which vary widely by jurisdiction, including

anti-corruption laws such as the Foreign Corrupt Practices Act (“FCPA”), and corresponding foreign laws, including the U.K.

regulation by the U.S.

Treasury’s Office of Foreign Assets Control (“OFAC”)

and economic sanctions laws;

Treasury’s Office of Foreign Assets Control (“OFAC”) and economic sanctions

various privacy, insurance, tax, tariff and trade laws and regulations;

corporate governance, privacy,

data protection, data mining, data transfer, labor and employment, intellectual property, consumer protection and investment laws

and regulations;

discriminatory licensing procedures;

corporate governance, privacy, data protection, data mining,

data transfer, labor and employment, intellectual property, consumer protection and investment laws and regulations;

discriminatory licensing

required localization of records and funds;

and limitations on dividends

and repatriation of capital.

and limitations on dividends and repatriation of capital.

Other Regulations

operations are subject to various state hazardous waste and non-hazardous medical waste disposal laws.

These laws do not classify

as hazardous most of the waste produced from healthcare services.

Occupational Safety and Health Administration regulations require

employers to provide workers who are occupationally subject to blood or other potentially infectious materials with prescribed

These regulatory requirements apply to all healthcare facilities, including primary care centers, and require employers

to make a determination as to which employees may be exposed to blood or other potentially infectious materials and to have in

effect a written exposure control plan.

In addition, employers are required to provide or employ hepatitis B vaccinations, personal

protective equipment and other safety devices, infection control training, post-exposure evaluation and follow-up, waste

disposal techniques and procedures and work practice controls.

These laws do not classify as hazardous

most of the waste produced from healthcare services.

Occupational Safety and Health Administration regulations require employers to provide

workers who are occupationally subject to blood or other potentially infectious materials with prescribed protections.

These regulatory

requirements apply to all healthcare facilities, including primary care centers, and require employers to make a determination as to which

employees may be exposed to blood or other potentially infectious materials and to have in effect a written exposure control plan.

addition, employers are required to provide or deploy hepatitis B vaccinations, personal protective equipment and other safety devices,

infection control training, post-exposure evaluation and follow-up, waste disposal techniques and procedures and work practice controls.

Employers are also required to comply with various record-keeping requirements.

1 unchanged sentence

statutes in many states.

Under the Fair Debt Collection Practices Act, a third-party collection company is restricted in the methods

it uses to contact consumer debtors and elicit payments with respect to placed accounts.

Requirements under state collection agency

statutes vary, with most requiring compliance similar to that required under the Fair Debt Collection Practices Act.

states in which we operate have comparable state statutes as well.

the section of this Annual Report on Form 10-K statement titled “ Risk Factors — Risks Related to Healthcare

file electronically with the SEC our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and

amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended,

or the Exchange Act.

We make available on our website at www.DocGo.com, under “Investors,” free of charge, copies

of these reports as soon as reasonably practicable after filing or furnishing these reports with the SEC.

Under the Fair Debt Collection Practices Act, a third-party collection company is restricted in the methods it

uses to contact consumer debtors and elicit payments with respect to placed accounts.

Requirements under state collection agency statutes

vary, with most requiring compliance similar to that required under the Fair Debt Collection Practices Act.

Many of the states in which

we operate have comparable state statutes as well.

the section of this Annual Report on Form 10-K titled “ Risk Factors — Risks Related to DocGo’s Legal and

Regulatory Environment.

Available Information

We file or furnish electronically

with the SEC our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports.

We make available on our website at www.DocGo.com, under “Investors,” free of charge, copies of these reports, and amendments

thereto, as soon as reasonably practicable after filing or furnishing these reports with the SEC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business