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Item 9A. Controls and Procedures

2023-03-14 compared with 2022-03-15 · 131 added, 81 removed, 47 unchanged (82% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Based on our management’s evaluation (with

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

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

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

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

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

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

decisions regarding required disclosure.

in Internal Control over Financial Reporting

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

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

over financial reporting.

management, with the participation of our Principal Executive Officer and our Principal Financial Officer, evaluated, as of the end of

the period covered by this Annual Report on Form 10-K, the effectiveness of our disclosure controls and procedures.

Based on this evaluation

of our disclosure controls and procedures as of December 31, 2022, our Principal Executive Officer and Principal Financial Officer concluded

that our disclosure controls and procedures as of such date are effective at the reasonable assurance level.

The term “disclosure

controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to

be disclosed by a company in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported

within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation,

controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the

Exchange Act is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer,

as appropriate, to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter

how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies

its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Annual Report on Internal Control Over Financial Reporting

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

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

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

Report of Registered Public Accounting Firm

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

by the Company’s independent registered public accounting firm.

management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f)

and 15d-15(f) under the Exchange Act).

Our internal control over financial reporting includes policies and procedures designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting

purposes in accordance with generally accepted accounting principles.

of December 31, 2022, our management assessed the effectiveness of our internal control over financial reporting using the criteria set

forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2022.

Attestation Report

of Registered Public Accounting Firm

Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm because, as an emerging growth

company, we are not required to provide an attestation report from our independent registered public accounting firm on our internal control

over financial reporting.

Changes in Internal

Control over Financial Reporting

were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)

occurred during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our

internal control over financial reporting.

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

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

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

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

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

Our Code of Ethics is posted on our website located

at www.DocGo.com.

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

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

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections.

Not applicable.

Directors, Executive Officers and

Corporate Governance.

Except as indicated below,

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

to our 2023 Annual Meeting of Stockholders to be filed with the SEC not later than 120 days after the end of the fiscal year covered by

this Annual Report on Form 10-K (the “Proxy Statement”).

We have adopted a Code of

Business Conduct and Ethics (the “Code of Ethics”) that applies to all of our directors, officers and employees, including

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

Our Code of Ethics

is posted on our website located at www.DocGo.com .

We intend to disclose future amendments to certain provisions of the Code of

Ethics, and waivers of the Code of Ethics granted to executive officers and directors, on the website within four business days following

the date of the amendment or waiver, as and to the extent required under the SEC and Nasdaq rules.

Executive Compensation.

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

by reference.

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

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

by reference.

Certain Relationships and Related Transactions and Director Independence.

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

by reference.

The information required by

this Item 11 of Form 10-K will be included in our Proxy Statement and is incorporated herein by reference.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters.

The information required by

this Item 12 of Form 10-K will be included in our Proxy Statement and is incorporated herein by reference.

Certain Relationships and Related

Transactions and Director Independence.

The information required by

this Item 13 of Form 10-K will be included in our Proxy Statement and is incorporated herein by reference.

Principal Accountant Fees and Services.

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

by reference.

The information required by

this Item 14 of Form 10-K will be included in our Proxy Statement and is incorporated herein by reference.

Exhibits and Financial Statement Schedules.

The following documents are filed as part of this

Annual Report on Form 10-K:

Financial Statements

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

Financial Statement Schedules

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

The Consolidated Financial

Statements filed as part of this Annual Report on Form 10-K are listed in the accompanying index to financial statements on page F-1.

Financial Statement

financial statement schedules are omitted because they are not applicable, or the required information is shown in the Financial Statements

or notes thereto.

Exhibit Index

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

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

Agreement and Plan of Merger, dated as of March 8, 2021, by and among

Motion Acquisition Corp., Motion Merger Sub Corp., and Ambulnz, Inc.

(incorporated by reference to Exhibit 2.1 to Motion’s Current

Report on Form 8-K, filed with the SEC on March 9, 2021).

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

1 unchanged sentence

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

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

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

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

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

Specimen Common Stock Certificate of DocGo Inc.

1 unchanged sentence

Description of Securities

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

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

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

Form of Indemnification Agreement, between Motion Acquisition Corp.

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

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

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

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

10 unchanged sentences

Form of Indemnification Agreement of DocGo Inc.

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

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

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

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

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

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

(incorporated by reference

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

Stock Escrow Agreement, dated as of November 5, 2021, by and among

Motion Acquisition Corp., Motion Acquisition LLC, and Continental Stock & Transfer Company (incorporated by reference to Exhibit

10.11 of DocGo’s Form 8-K, filed with the SEC on November 12, 2021).

Form of Grant Notice for Restricted Stock Unit Award and Standard Terms

and Conditions for Restricted Stock Units under the DocGo Inc.

2021 Stock Incentive Plan (Director Form).

Form of Grant Notice for Nonqualified Stock Options and Standard Terms

and Conditions for Nonqualified Stock Options under the DocGo Inc.

2021 Stock Incentive Plan.

Form of Grant Notice for Incentive Stock Options and Standard Terms

and Conditions for Incentive Stock Options under the DocGo Inc.

2021 Stock Incentive Plan.

Form of Restricted Stock Unit Grant Notice and Agreement under the

2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 of DocGo’s Form 10-Q, filed with the SEC on May

Credit Agreement, dated November 1, 2022, among DocGo Inc., the lender

parties thereto, and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of DocGo’s Form 8-K filed

with the SEC on November 2, 2022).

Subsidiaries of DocGo Inc.

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

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

Consent of Independent Registered Public Accounting Firm.

5 unchanged sentences

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

XBRL Instance Document

Taxonomy Extension Schema Document

Taxonomy Extension Calculation Linkbase Document

Taxonomy Extension Definition Linkbase Document

Taxonomy Extension Label Linkbase Document

Taxonomy Extension Presentation Linkbase Document

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

in Exhibit 101).

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

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

management contract or compensatory plan or arrangement.

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith.

Furnished herewith.

Indicates management contract or compensatory plan or arrangement.

Form 10-K Summary

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

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

Pursuant to the requirements

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

on its behalf by the undersigned, thereunto duly authorized .

March 14, 2023

Executive Officer

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

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

/s/ Stan Vashovsky.

Chief Executive Officer and Director

Stan Vashovsky.

/s/ Anthony Capone

Anthony Capone

Chief Executive Officer

Pursuant to the requirements

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

in the capacities and on the dates indicated.

/s/ Anthony Capone

Chief Executive Officer

March 14, 2023

Anthony Capone

(principal executive officer)

Andre Oberholzer

/s/ Norman Rosenberg

Chief Financial Officer

Andre Oberholzer

March 14, 2023

Norman Rosenberg

(principal financial and accounting officer)

/s/ Chris Fillo

/s/ Stanley Vashovsky

March 14, 2023

Stanley Vashovsky

/s/ Vina Leite

March 14, 2023

General Counsel and Secretary

March 14, 2023

/s/ Ira Smedra

March 14, 2023

/s/ Steven Katz

March 14, 2023

/s/ Michael Burdiek

March 14, 2023

Michael Burdiek

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

What changed 10-K

Item 9A. Controls and Procedures