What changed in this filing

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Item 1. Financial Statements

2023-05-09 compared with 2022-11-08 · 1004 added, 1032 removed, 501 unchanged (80% of the section changed)

Financial Statements

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

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

2022 and 2021

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

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

Unaudited Condensed Consolidated Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the Three Months Ended March 31, 2023 and

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2023 and 2022

Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022

Notes to Unaudited Condensed Consolidated Financial Statements

and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEET

September 30,

UNAUDITED CONDENSED

CONSOLIDATED BALANCE SHEETS

Current assets:

Cash and cash equivalents

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

$ 120,056,897

$ 157,335,323

Accounts receivable, net of allowance of $ 3,780,545 and $ 7,818,702 as of March 31, 2023 and December 31, 2022, respectively

Assets held for sale

Prepaid expenses and other current assets

6 unchanged sentences

Equity method investment

Deferred tax assets

$ 407,545,176

$ 393,277,628

LIABILITIES AND STOCKHOLDERS’ EQUITY

2 unchanged sentences

Accrued liabilities

Line of credit

Notes payable, current

2 unchanged sentences

Operating lease liability, current

Liabilities held for sale

Finance lease liability, current

3 unchanged sentences

Finance lease liability, non-current

Warrant liabilities

Total liabilities

Commitments and Contingencies

STOCKHOLDERS’ EQUITY:

Common stock ($ 0.0001 par value;

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

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

500,000,000 shares authorized as of March 31, 2023 and December 31,2022;

102,932,174 and 102,411,162 shares issued and outstanding as of March 31, 2023 and December 31,2022, respectively)

Additional paid-in-capital

Accumulated deficit

Accumulated other comprehensive loss

( 32,367,602 )

( 28,972,216 )

Accumulated other comprehensive gain

Total stockholders’ equity attributable to DocGo Inc.

3 unchanged sentences

Total liabilities and stockholders’ equity

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

$ 407,545,176

$ 393,277,628

The accompanying notes are an integral part of

these unaudited Condensed Consolidated Financial Statements.

and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF OPERATIONS AND

COMPREHENSIVE (LOSS) INCOME

Three Months Ended

September 30,

Nine Months Ended

September 30,

$ 113,002,703

$ 117,891,552

$ 197,394,379

Cost of revenues (exclusive of depreciation and amortization, which is shown separately below)

6 unchanged sentences

Total expenses

Income (loss) from operations

(Loss) Income from operations

( 6,902,587 )

Other income (expenses):

Interest income (expense), net

Gain/(loss) on remeasurement of warrant liabilities

( 1,831,947 )

Gain on initial equity method investments

Gain on remeasurement of finance leases

Gain from PPP loan forgiveness

Gain/(loss) on disposal of fixed assets

Total other (expense) income

( 1,330,788 )

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

Income tax expense

( 1,163,755 )

Net income (loss)

( 1,095,427 )

Net loss attributable to noncontrolling interests

Loss on remeasurement of warrant liabilities

Loss on equity method investments

Loss on disposal of fixed assets

Other income (expenses)

Total other income (expenses)

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

( 6,048,660 )

Income tax benefit (provision)

Net (loss) income

( 3,918,790 )

Net (loss) income attributable to noncontrolling interests

( 1,257,257 )

Net income attributable to stockholders of DocGo Inc.

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

and Subsidiaries

Other comprehensive income

( 3,465,670 )

Other comprehensive (loss) income

Foreign currency translation adjustment

Total comprehensive gain

Net income per share attributable to DocGo Inc.

Total comprehensive (loss) income

$ ( 3,222,012 )

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

and Subsidiaries - Basic

Weighted-average shares outstanding - Basic

Net income per share attributable to DocGo Inc.

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

and Subsidiaries - Diluted

Weighted-average shares outstanding - Diluted

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

The accompanying notes are an integral part of

these unaudited Condensed Consolidated Financial Statements.

and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Preferred Stock

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CHANGES IN STOCKHOLDERS’ EQUITY

Comprehensive

1 unchanged sentence

Stockholders’

- December 31, 2020

$ 142,346,852

Balance - December 31,

$ 283,161,216

of reverse acquisition

of share due to merger recapitalization

$ ( 63,556,714 )

$ 227,057,024

Exercise of stock options

Stock based compensation

Restricted Stock (Note

Noncontrolling interest contribution

Foreign currency translation

Net loss attributable to noncontrolling interests

( 1,257,257 )

of reverse acquisition

( 1,257,257 )

issued for services

based compensation

Noncontrolling

interest contribution

currency translation

loss attributable to Noncontrolling interests

loss attributable to stockholders of DocGo Inc.

attributable to stockholders of DocGo Inc.

and Subsidiaries

( 1,678,364 )

Balance - March

$ 284,938,732

- March 31, 2021

$ ( 52,927,020 )

$ 240,264,309

based compensation

currency translation

income attributable to Noncontrolling interests

loss attributable to stockholders of DocGo Inc.

and Subsidiaries

Other Comprehensive

Noncontrolling

Stockholders’

Balance - December 31,

$ 301,451,435

$ ( 28,972,216 )

- June 30, 2021

$ 278,927,391

Noncontrolling interest contribution

Common stock repurchased

Exercise of stock options

Restricted Stock (Note

Stock based compensation, including 45,704 vested RSUs

Ambulnz Health liquidation

Net loss attributable to noncontrolling

Foreign currency translation

attributable to stockholders of DocGo Inc.

and Subsidiaries

( 3,465,670 )

Shares purchase

based compensation

associated with equity raise

currency translation

income attributable to Noncontrolling interests

( 3,465,670 )

Balance - March

$ 310,049,864

income attributable to stockholders of Ambulnz, Inc.

and Subsidiaries

- September 30, 2021

$ ( 32,367,602 )

$ 283,921,024

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

and Subsidiaries

UNAUDITED CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Preferred Stock

Comprehensive

Noncontrolling

Stockholders’

- December 31, 2021

of stock options

based compensation

Noncontrolling

interest contribution

currency translation

loss attributable to Noncontrolling interests

income attributable to stockholders of DocGo Inc.

and Subsidiaries

- March 31, 2022

stock repurchased

of stock options

based compensation

Restricted Stock

loss attributable to Noncontrolling interests

currency translation

income attributable to stockholders of DocGo Inc.

and Subsidiaries

- June 30, 2022

stock repurchased

of stock options

exercise of options

based compensation

Restricted Stock

warrants conversion

loss attributable to Noncontrolling interests

currency translation

income attributable to stockholders of DocGo Inc.

and Subsidiaries

- September 30, 2022

The accompanying notes are an integral part of

these unaudited Condensed Consolidated Financial Statements.

and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)

Net (loss) income

$ ( 3,918,790 )

Adjustments to reconcile net income to net cash

provided by operating activities:

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation of property and equipment

1 unchanged sentence

Amortization of finance lease right-of-use assets

(Gain) Loss on disposal of assets

Gain from PPP loan forgiveness

Gain from equity method investment

Bad debt expense

Stock based compensation

Gain on remeasurement of finance leases

Loss on disposal of assets

Deferred tax asset

( 1,015,555 )

Gain on remeasurement of warrant liabilities

Loss on equity method investment

Bad debt expense

( 1,902,587 )

Stock based compensation

Loss on remeasurement of warrant liabilities

Gain on liquidation of business

Changes in operating assets and liabilities:

3 unchanged sentences

( 1,537,550 )

( 1,786,407 )

Accounts payable

1 unchanged sentence

Accrued liabilities

Net cash provided by operating activities

( 1,471,551 )

Net cash (used in) provided by operating activities

( 23,117,951 )

CASH FLOWS FROM INVESTING ACTIVITIES:

1 unchanged sentence

( 1,976,075 )

( 2,824,916 )

Acquisition of intangibles

( 1,405,444 )

( 1,571,959 )

Acquisition of businesses

( 33,843,373 )

Proceeds from disposal of property and equipment

9 unchanged sentences

Proceeds from exercise of stock options

Common stock repurchased

Payments on obligations under finance lease

( 2,146,857 )

Net cash (used in) provided by financing activities

( 11,951,059 )

Net cash provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

Net increase in cash and restricted cash

Net (decrease) increase in cash and restricted cash

( 36,590,356 )

Cash and restricted cash at beginning of period

1 unchanged sentence

$ 127,518,718

The accompanying notes are

an integral part of these Condensed Consolidated Financial Statements

$ 198,724,307

The accompanying notes are an integral part of

these unaudited Condensed Consolidated Financial Statements.

and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

Three Months Ended

Supplemental disclosure of cash and non-cash transactions:

4 unchanged sentences

Fixed assets acquired in exchange for notes payable

Acquisition of remaining 20 % of Ambulnz UK LTD

Gain from PPP loan forgiveness

Reconciliation of cash and restricted cash

$ 120,056,897

$ 188,353,909

Restricted cash

Total cash and restricted cash shown in statement of cash flows

Total cash and restricted cash shown in the statements of cash

$ 127,518,718

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

$ 198,724,307

Non-cash investing activities acquisition of business funded by acquisition payable

The accompanying notes are an integral part of

these unaudited Condensed Consolidated Financial Statements.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Description of Organization and Business Operations

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Description of Organization and Business

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

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

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

prior to the Closing Date, “Motion” and after

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

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

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

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

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

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

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

In connection with the Business Combination,

DocGo raised $ 158.0 million of net proceeds.

This amount was comprised of $ 43.4 million of cash held in Motion’s trust account

from its initial public offering, net of DocGo’s transaction costs and underwriters’ fees of $ 9.6 million, and $114.6 million

of cash in connection with the PIPE Financing.

The transaction costs consisted of banking, legal, and other professional fees, which

were recorded as a reduction to additional paid-in capital.

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

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

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

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

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

In connection with the Business Combination, DocGo

raised $ 158.0 million of net proceeds.

This amount was comprised of $ 43.4 million of cash held in Motion’s trust account from its

initial public offering, net of DocGo’s transaction costs and underwriters’ fees of $ 9.6 million, and $ 114.6 million of cash

in connection with the 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 in connection with the PIPE Financing.

These transaction

costs consisted of banking, legal, and other professional fees, which were recorded as a reduction to additional paid-in capital.

and its Subsidiaries (collectively,

the “Company”) is a healthcare transportation and mobile health services (“Mobile Health”) company that uses

proprietary dispatch and communication technology to provide quality healthcare transportation and healthcare services in major metropolitan

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

Mobile Health performs in-person care directly

to patients in the comfort of their homes, workplaces and other non-traditional locations.

the “Company”) is a healthcare transportation and mobile health services (“Mobile Health”) company that uses proprietary

dispatch and communication technology to provide quality healthcare transportation and healthcare services in major metropolitan cities

in the United States and the United Kingdom.

Mobile Health performs in-person care directly to patients in the comfort of their homes,

workplaces and other non-traditional locations.

Ambulnz, LLC was originally formed in Delaware

4 unchanged sentences

Ambulnz Holdings, LLC (“Holdings”) which was formed in the state of Delaware on August 5, 2015, as a limited liability company.

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

as well as within England and Wales,

Holdings is the owner of multiple operating entities incorporated in various states in the United States as well as within England and

Wales, United Kingdom.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Summary of Significant Accounting Policies

2 unchanged sentences

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

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

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

been condensed or omitted pursuant to such rules and regulations.

As such, the information included in this Quarterly Report on Form

10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on

Form 10-K for the year ended December 31, 2021.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting.

Certain information and disclosures

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

GAAP have been condensed or omitted pursuant to such rules

and regulations.

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

Financial Statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31,

The Consolidated Balance Sheet as of December

1 unchanged sentence

notes required by U.S.

The Unaudited Condensed Consolidated Financial Statements include the

accounts and operations of the Company and its wholly owned subsidiaries.

All intercompany accounts and transactions are eliminated upon

consolidation.

Noncontrolling interests (“NCI”) on the Unaudited Condensed Consolidated Financial Statements represent a portion

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

transactions between consolidated entities have been eliminated.

Certain amounts in the prior years’ consolidated statements of

changes in stockholders’ equity and statements of cash flows have been reclassified to conform to the current year presentation.

The unaudited Condensed Consolidated Financial

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

All intercompany accounts and transactions

are eliminated upon consolidation.

Noncontrolling interests (“NCIs”) in the unaudited Condensed Consolidated Financial Statements

represent a portion of consolidated joint ventures and a variable interest entity (“VIE”) in which the Company does not have

direct equity ownership.

Accounts and transactions between consolidated entities have been eliminated.

Certain amounts in the prior years’

Consolidated Statements of Changes in Stockholders’ Equity and Statements of Cash Flows have been reclassified to conform to the

current year presentation.

Pursuant to the Business Combination, the merger

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

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

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

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

5 unchanged sentences

Principles of Consolidation

The accompanying Unaudited Condensed Consolidated Financial Statements

include the accounts of DocGo Inc.

The accompanying unaudited Condensed Consolidated

Financial Statements include the accounts of DocGo Inc.

and its subsidiaries.

All significant intercompany transactions and balances have been eliminated in

these Unaudited Condensed Consolidated Financial Statements.

The Company holds a variable interest in MD1

Medical Care P.C.

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

MD1 is considered a variable interest entity (“VIE”) since it does not have sufficient equity to finance its

activities without additional subordinated financial support.

An enterprise having a controlling financial interest in a VIE must consolidate

the VIE if it has both power and benefits—that is, it has (1) the power to direct the activities of a VIE that most significantly

impacts the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be

significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits).

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

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

of September 30, 2022 and 2021, respectively.

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

on September 30, 2022 and 2021, respectively.

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

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

All significant intercompany transactions and balances have

been eliminated in these unaudited Condensed Consolidated Financial Statements.

The Company holds a variable interest in MD1 Medical

(“MD1”), which contracts with physicians and other health professionals and provides services to the Company.

is considered a VIE since it does not have sufficient equity to finance its activities without additional subordinated financial support.

An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits—that is,

it has (1) the power to direct the activities of a VIE that most significantly impacts the VIE’s economic performance (power)

and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits

from the VIE that potentially could be significant to the VIE (benefits).

The Company has the power and rights to control all activities

of MD1 and funds and absorbs all losses of the VIE and appropriately consolidates MD1.

Net loss for the VIE was $ 186,637 for the three

months ended March 31, 2023.

The VIE’s total assets, all of which were current, amounted to $ 635,620 as of March 31, 2023.

liabilities, all of which were current for the VIE, was $ 532,127 as of March 31, 2023.

The VIE’s total stockholders’ deficit

was $ 103,493 as of March 31, 2023.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Foreign Currency

1 unchanged sentence

The functional

currency of our foreign operation is the respective local currency.

Assets and liabilities of foreign operations denominated in local

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

at historical rates.

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

average rate of exchange during the applicable period.

The resulting unrealized cumulative translation adjustment is not material to the

financial statements.

currencies of the Company’s foreign operations are the respective local currencies.

Assets and liabilities of foreign operations

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

which are translated at historical rates.

The unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income

are translated at the weighted average rate of exchange during the applicable period.

The resulting unrealized cumulative translation

adjustment for the three months ended March 31, 2023 was $ 243,658 .

For the same period of 2022, it was not material to the financial statements.

Use of Estimates

The preparation of financial statements requires

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

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

most significant estimates in the Company’s financial statements relate to revenue recognition related to the allowance for doubtful

accounts, stock based compensation, calculations related to the incremental borrowing rate for the Company’s lease agreements,

estimates related to ongoing lease terms, software development costs, impairment of long-lived assets, goodwill and indefinite-lived

intangible assets, business combinations, reserve for losses within the Company’s insurance deductibles, income taxes, and deferred

These estimates and assumptions are based on current facts, historical experience and various other factors believed to be

reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and

liabilities and the recording of expenses that are not readily apparent from other sources.

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

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

significant estimates in the Company’s financial statements relate to revenue recognition, the allowance for doubtful accounts,

stock based compensation, calculations related to the incremental borrowing rate for the Company’s lease agreements, estimates related

to ongoing lease terms, software development costs, impairment of long-lived assets, goodwill and indefinite-lived intangible assets,

business combinations, reserve for losses within the Company’s insurance deductibles, income taxes, and deferred income tax.

estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under

the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the

recording of expenses that are not readily apparent from other sources.

Actual results may differ materially and adversely

2 unchanged sentences

results of operations will be affected.

Self Insurance Reserves

The Company self-insures a number of risks, including,

but not limited to, workers’ compensation, general liability, auto liability, and certain employee-related healthcare benefits.

actuarial procedures and data analysis are used to estimate the liabilities associated with these risks on an undiscounted basis.

recorded liabilities reflect the ultimate cost for claims incurred but not paid and any estimable administrative run-out expenses related

to the processing of these outstanding claim payments.

On a regular basis, the liabilities are evaluated for appropriateness with claims

reserve valuations.

To limit exposure to some risks, the Company maintains insurance coverage with varying limits and retentions, including

stop-loss insurance coverage for workers’ compensation, general liability and auto liability.

Concentration of Credit Risk and Off-Balance

The Company is potentially subject to concentration

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

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

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

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

At times, cash balances may exceed limits federally

5 unchanged sentences

Major Customers

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

The Company had one customer that accounted for

approximately 46 % of sales and 62 % of net accounts receivable, for the three months ended March 31, 2023.

The Company had one customer that accounted for approximately 34 % of

sales and 22 % of net accounts receivable, and another customer that accounted for 19 % of sales and 17 % of net accounts receivable for

the nine month period ended September 30, 2022.

The Company has one customer that accounted for

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

The Company expects

to maintain these relationships with the above-referenced customers.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

the three months ended March 31, 2022.

The Company had one vendor that accounted for

approximately 18 % of total cost for the three months ended March 31, 2023.

The Company expects to maintain this relationship with the

vendor and believes the services provided from this vendor are available from alternatives sources.

The Company had one vendor that accounted for approximately 10 % of

total cost for the three months ended March 31, 2022.

Emerging Growth Company

2 unchanged sentences

our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not

being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure

obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding

a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts

emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that

is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an

emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging

growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition

period, which means that when a standard is issued or revised and it has different application dates for public or private companies,

the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised

This may make comparison of the Company’s financial statements with another public company, which is neither an emerging

growth company nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because

of the potential differences in accounting standards used.

requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being

required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations

regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding

advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth

companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that

have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities

Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with

the requirements that apply to non- emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected

not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application

dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private

companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public

company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition

period, difficult or impossible because of the potential differences in accounting standards used.

Reclassifications

Certain reclassifications of amounts previously

reported have been made to the accompanying unaudited Condensed Consolidated Financial Statements to maintain consistency between periods

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

Cash and Cash Equivalents

Cash and cash equivalents include all highly

liquid investments with an original maturity of three months or less.

The Company maintains most of its cash and cash equivalents with

financial institutions in the U.S.

The accounts at financial institutions in the U.S.

are insured by the Federal Deposit Insurance Corporation

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

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

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

Cash and cash equivalents include all highly liquid investments with

an original maturity of three months or less.

The Company maintains most of its cash and cash equivalents with financial institutions

in the United States.

The accounts at financial institutions in the United States are insured by the FDIC.

At times, cash balances may

exceed limits federally insured by the FDIC.

The Company had cash balances of approximately $ 4,880,746 and $ 8,125,966 with foreign financial

institutions on March 31, 2023 and December 31, 2022, respectively.

Restricted Cash and Insurance Reserves

Cash and cash equivalents subject to contractual

restrictions and not readily available are classified as restricted cash in the Condensed Consolidated Balance Sheets.

Restricted cash

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

The Company is required to pledge or otherwise

restrict a portion of cash and cash equivalents as collateral for its line of credit, transportation equipment leases and a standby letter

of credit as required by its insurance carrier (see Notes 8 and 13).

The Company utilizes a combination of insurance

and self-insurance programs, including a wholly-owned captive insurance entity, to provide for the potential liabilities for certain

risks, including workers’ compensation, automobile liability, general liability and professional liability.

Liabilities associated

with the risks that are retained by the Company within its high deductible limits are not discounted and are estimated, in part, by considering

claims experience, exposure and severity factors and other actuarial assumptions.

The Company has commercial insurance in place for catastrophic

claims above its deductible limits.

Cash and cash equivalents subject to contractual restrictions and not

readily available are classified as restricted cash in the unaudited Condensed Consolidated Balance Sheets.

Restricted cash is classified

as either a current or non-current asset depending on the restricted period.

The Company is required to pledge or otherwise restrict a

portion of cash and cash equivalents as collateral for its line of credit, transportation equipment leases and a standby letter of credit

as required by its insurance carrier (see Notes 9 and 14).

The Company utilizes a combination of insurance and self-insurance

programs, including a wholly-owned captive insurance entity, to provide for potential liabilities for certain risks, including workers’

compensation, automobile liability, general liability and professional liability.

Liabilities associated with the risks that are retained

by the Company within its high deductible limits are not discounted and are estimated, in part, by considering claims history, exposure

and severity and other actuarial assumptions.

The Company has commercial insurance in place for catastrophic claims above its deductible

ARM Insurance, Inc., a Vermont-based wholly-owned

captive insurance subsidiary of the Company, charges the Company’s operating subsidiaries premiums to insure its retained workers’

compensation, automobile liability, general liability and professional liability exposures.

Pursuant to Vermont insurance regulations,

ARM Insurance, Inc.

a Vermont-based wholly-owned

captive insurance subsidiary of the Company, charges the operating subsidiaries premiums to insure the retained workers’ compensation,

automobile liability, general liability and professional liability exposures.

Pursuant to Vermont insurance regulations, ARM Insurance,

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

The Company also maintains certain cash balances

related to its insurance programs, which are held in a self-depleting trust and restricted as to withdrawal or use by the Company other

than to pay or settle self-insured claims and costs.

These amounts are reflected in “Restricted cash” in the accompanying

Condensed Consolidated Balance Sheets.

The Company also maintains certain cash balances related to its insurance

programs, which are held in a self-depleting trust and restricted as to withdrawal or use by the Company other than to pay or settle self-insured

claims and costs.

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Fair Value of Financial Instruments

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for identical assets or liabilities.

Inputs other than Level 1

prices for similar assets or liabilities that are directly or indirectly observable in the marketplace.

Unobservable inputs which

are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar

techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

Fair value measurements discussed herein are

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

For certain financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and other current

assets, restricted cash, accounts payable and accrued expenses, and due to seller, the carrying amounts approximate their fair values

as it is short term in nature.

The notes payable are presented at their carrying value, which based on borrowing rates currently available

to the Company for loans with similar terms, approximates its fair values.

Inputs other than Level 1 prices

for similar assets or liabilities that are directly or indirectly observable in the marketplace.

Unobservable inputs which are

supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques,

as well as instruments for which the determination of fair value requires significant judgment or estimation.

Fair value measurements discussed herein are based

upon certain market assumptions and pertinent information available to management as of March 31, 2023 and December 31, 2022.

certain financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, restricted

cash, accounts payable and accrued expenses, and due to seller, the carrying amounts approximate their fair values as they are short term

Notes payable are presented at their carrying value, which based on borrowing rates currently available to the Company for

loans with similar terms, approximates their fair values.

Level 3 instruments are valued based on unobservable

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

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

balance sheet in the period of the change.

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

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

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

rate and estimated probabilities of financial milestone achievements, could have a material effect on the unaudited Condensed Consolidated

Statements of Operations and Comprehensive (Loss) Income and Condensed Consolidated Balance Sheets in the period of the change.

During the year ended December 31, 2022, the Company

recorded $ 4,000,000 in Contingent consideration in connection with the Ryan Brothers Atkinson, LLC business acquisition, to be paid based

on the completion of certain performance obligations over a 24-month period.

In relation to the acquisition of Exceptional, the Company

also agreed to pay up to $ 2,000,000 upon meeting certain performance conditions within two years of the Closing Date.

The estimated Contingent

consideration amount for Exceptional was $ 1,080,000 as of December 31, 2022.

During the year ended December 31, 2022, the Company also recorded

$ 2,475,540 estimated Contingent consideration in relation to the Location Medical Services, LLC (LMS) acquisition to be paid upon LMS

meeting certain performance conditions in 2023.

For Government Medical Services (GMS), an amount of $ 3,000,000 was recorded in Contingent

consideration to be paid upon GMS meeting certain performance conditions within a year of the Closing Date (see Note 4).

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Accounts Receivable

contracts with hospitals, healthcare facilities, businesses, state and local government entities, and insurance providers to transport

patients and to provide Mobile Health services at specified rates.

Accounts receivable consist of billings for transportation and healthcare

services provided to patients.

The billings will either be paid or settled on the patient’s behalf by health insurance providers,

managed care organizations, treatment facilities, government sponsored programs, businesses, or patients directly.

The Company contracts with hospitals, healthcare facilities, businesses,

state and local government entities, and insurance providers to transport patients and to provide Mobile Health services at specified

Accounts receivable consist of billings for transportation and healthcare services provided to patients.

The billings are expected

to be either paid or settled on the patient’s behalf by health insurance providers, managed care organizations, treatment facilities,

government sponsored programs, businesses or patients directly.

Accounts receivable are net of insurance provider contractual allowances

which are estimated at the time of billing based on contractual terms or other arrangements.

Accounts receivables are periodically evaluated

for collectability based on past credit history with payors and their current financial condition.

Changes in the estimated collectability

of account receivable are recorded in the results of operations for the period in which the estimates are revised.

Accounts receivable

are net of insurance provider contractual allowances, which are estimated at the time of billing based on contractual terms or other

arrangements.

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

financial condition.

Changes in the estimated collectability of accounts receivable are recorded in the results of operations for the

period in which the estimate is revised.

Accounts receivable deemed uncollectible are offset against the allowance for uncollectible

The Company generally does not require collateral for accounts receivable .

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

deemed uncollectible are offset against the allowance for uncollectible accounts.

The Company generally does not require collateral for

accounts receivable.

Property and Equipment

Property and equipment are stated at cost, net of

accumulated depreciation and amortization.

When an item is sold or retired, the costs and related accumulated depreciation or amortization

are eliminated, and the resulting gain or loss, if any, is recorded in operating expenses in the Unaudited Condensed Consolidated Statement

of Operations and Comprehensive Income.

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

estimated useful lives of the respective assets.

Property and equipment are stated at cost, net of accumulated depreciation

and amortization.

When an item is sold or retired, the costs and related accumulated depreciation or amortization are eliminated, and

the resulting gain or loss, if any, is recorded in operating expenses in the unaudited Condensed Consolidated Statement of Operations

and Comprehensive (Loss) Income.

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

useful lives of the respective assets.

A summary of estimated useful lives is as follows:

equipment and furniture

Asset Category

Estimated Useful Life

Office equipment and furniture

Medical equipment

Leasehold improvements

Shorter of useful life of asset or lease term

Expenditures for repairs and maintenance are

expensed as incurred.

Expenditures for repairs and maintenance are expensed

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

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stage, maintenance costs and routine updates and enhancements of products are expensed as incurred.

The Company capitalizes software

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

Costs incurred in developing

the application of its software and costs incurred to upgrade or enhance product functionalities are capitalized when it is probable

that the expenses would result in future economic benefits to the Company and the functionalities and enhancements are used for their

intended purpose.

The Company capitalizes software development

costs intended for internal use in accordance with ASC 350-40, Internal-Use Software .

Costs incurred in developing the application

of its software and costs incurred to upgrade or enhance product functionalities are capitalized when it is probable that the expenses

would result in future economic benefits to the Company and the functionalities and enhancements are used for their intended purpose.

Capitalized software costs are amortized over its useful life.

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The Company accounts for its business combinations

under the provisions of ASC 805-10, Business Combinations (“ASC 805-10”), which requires that the purchase method

of accounting be used for all business combinations.

Assets acquired and liabilities assumed, including NCI, are recorded at the date

of acquisition at their respective fair values.

under the provisions of ASC 805-10, Business Combinations (“ASC 805-10”), which requires that the purchase method of

accounting be used for all business combinations.

Assets acquired and liabilities assumed, including NCI, are recorded at the date of

acquisition at their respective fair values.

ASC 805-10 also specifies criteria that intangible assets acquired in a business combination

must meet to be recognized and reported apart from goodwill.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Goodwill represents the excess purchase price

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with business combinations.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

The estimated fair value of net assets to be

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are reported at the lower of the carrying amount or fair value less cost to sell.

For the periods ending September 30, 2022 and December 31,

2021, management determined that there was no impairment loss required to be recognized for the carrying value of long-lived assets.

In 2022, the Company reassigned all the assets at Ambulnz Health, LLC

(“Health”) to Assets held for sale as a result of an assignment for the benefit of creditors (“ABC”) transaction.

The Company also recognized a non-cash charge of $ 2,921,958 for its Goodwill impairment for the year ended December 31, 2022 in the Consolidated

Statements of Operations.

Goodwill and Indefinite-Lived Intangible

Goodwill represents the excess of the purchase

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

Goodwill and indefinite-lived

intangible assets, consisting primarily of operating licenses, are not amortized, but are evaluated for impairment on an annual basis,

or on an interim basis when events or changes in circumstances indicate that the carrying value may not be recoverable.

the recoverability of goodwill and indefinite-lived intangible assets, the Company makes assumptions regarding the estimated future cash

flows, including forecasted revenue growth, projected gross margin and the discount rate to determine the fair value of these assets.

If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges against

these assets in the reporting period in which the impairment is determined.

The Company tests goodwill for impairment at

the reporting unit level, which is one level below the operating segment.

The Company has the option of performing a qualitative assessment

to determine whether further impairment testing is necessary before performing the one-step quantitative assessment.

If as a result of

the qualitative assessment, it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, a quantitative

impairment test will be required.

Otherwise, no further testing will be required.

If a quantitative impairment test is performed, the

Company compares the fair values of the applicable reporting units with their aggregate carrying values, including goodwill.

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

If the carrying amount of a reporting unit exceeds

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

Any excess in carrying value over the estimated

fair value is recorded as impairment loss and charged to the results of operations in the period such determination is made.

periods ended September 30, 2022 and 2021, management determined that there was no impairment loss required to be recognized in the carrying

value of goodwill or other intangible assets.

The Company selected December 31 as its annual testing date.

Goodwill represents the excess of the total purchase consideration

over the fair value of the identifiable assets acquired and liabilities assumed in a business combination.

Goodwill is not amortized but

is tested for impairment at the reporting unit level annually on December 31 or more frequently if events or changes in circumstances

indicate that it is more likely than not to be impaired.

These events include:

(i) severe adverse industry or economic trends;

(ii) significant

company-specific actions, including exiting an activity in conjunction with restructuring of operations;

(iii) current, historical or

projected deterioration of the Company’s financial performance;

or (iv) a sustained decrease in the Company’s market capitalization,

as indicated by its publicly quoted share price, below its net book value.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Line of Credit

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

Derivative Financial Instruments

The Company does not use derivative instruments

to hedge exposures to interest rate, market, or foreign currency risks.

The Company evaluates its financial instruments to determine

if such instruments contain features that qualify as embedded derivatives.

Related Party Transactions

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of the Company, entities for which investments are accounted for by the equity method, trusts for the benefit of employees, principal

owners (beneficial owners of more than 10 % of the voting interest), management, and members of immediate families of principal owners

or management, other parties with which the Company may deal with if one party controls or can significantly influence management or

operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate

owners (beneficial owners of more than 10 % of the voting interest), management, and immediate families members of principal owners or

management, other parties with which the Company may deal with if one party controls or can significantly influence management or operating

policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

Related party transactions are recorded within operating expenses in

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

For details regarding the related

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

the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

For details regarding the

related party transactions that occurred during the periods ended March 31, 2023 and 2022, refer to Note 16.

Revenue Recognition

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

The Company generates revenues from the provision

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

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

Company satisfies performance obligations immediately.

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

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

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

Revenues are recorded net of an estimated contractual

allowances for claims subject to contracts with responsible paying entities.

The Company estimates contractual allowances at the time

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

All transaction prices are fixed and determinable,

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

The Company generates revenues from the provision of (1) ambulance

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

The customer simultaneously

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

performance obligations immediately.

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

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

invoice corresponds directly to the value transferred to the customer.

Revenues are recorded net of estimated contractual allowances for

claims subject to contracts with responsible paying entities.

The Company estimates contractual allowances at the time of billing based

on contractual terms, historical collections, or other arrangements.

All transaction prices are fixed and determinable, and includes a

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

Nature of Our Services

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Transportation Services :

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

Net revenue from transportation

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

These services encompass both emergency

response and non-emergency transport services.

Non-emergency transport services include ambulance transports and wheelchair transports.

Net revenue from transportation services is derived from the transportation of patients based on billings to third party payors and

healthcare facilities.

Mobile Health Services :

These services include

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

sporting events and concerts.

The Company concluded that Transportation Services

and any related support activities are a single performance obligation under ASC 606.

The transaction price is determined by the fixed

rate usage-based fees or fixed fees which are agreed upon in the Company’s executed contracts.

For Mobile Health, the performance

of the services and any related support activities are a single performance obligation under ASC 606.

Mobile Health services are typically

billed based on a fixed rate (i.e., time and materials separately or combined) fee structure taking into consideration staff and materials

These services include services performed at home and offices, COVID-19 testing and vaccinations, and event services which include on-site healthcare support at sporting events and concerts.

There is also an emphasis on providing total care management solutions to large population groups, which include healthcare services as well as ancillary services, such as shelter.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

The Company concluded that Transportation Services and any related

support activities are a single performance obligation under ASC 606.

The transaction price is determined by fixed rate usage-based fees

or fixed fees which are agreed upon in the Company’s executed contracts.

For Mobile Health, the performance of the services and

any related support activities are a single performance obligation under ASC 606.

Mobile Health services are typically billed based on

a fixed rate (i.e., time and materials separately or combined) fee structure taking into consideration staff and materials utilized.

As the performance associated with such services

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days with payments generally due within 30 days.

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

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

For Transportation

Services, the Company estimates the amount unbilled at month end and recognizes such amounts as revenue, based on available data and customer

The Company’s Transportation Services and Mobile Health services each represent a single performance obligation.

allocation is not necessary as the transaction price (fees) for the services provided is standard and explicitly stated in the contractual

fee schedule and/or invoice.

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

obligations are present in a contractual arrangement.

For Transportation Services, the Company estimates the amount of revenue unbilled at

month end and recognizes such amounts as revenue, based on available data and customer history.

The Company’s Transportation Services

and Mobile Health services each represent a single performance obligation.

Therefore, allocation is not necessary as the transaction price

(fees) for the services provided is standard and explicitly stated in the contractual fee schedule and/or invoice.

The Company monitors

and evaluates all contracts on a case-by-case basis to determine if multiple performance obligations are present in a contractual arrangement.

For Transportation Services, the customer simultaneously

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time, revenue is recognized over time as the services are provided to the customer.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

In the following table, revenue is disaggregated as

Revenue Breakdown Three Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

Disaggregation of revenue

In the following table, revenue is disaggregated

by geography and by service line:

Three Months Ended

Revenue Breakdown

Primary Geographical Markets

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

of Operations and Comprehensive Income.

of Operations and Comprehensive (Loss) Income.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Earnings per Share

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Potential dilutive common stock equivalents consist of the incremental common

stock issuable upon exercise of warrants and the incremental shares issuable upon conversion of stock options.

In reporting periods in

which the Company has a net loss, the effect is considered anti-dilutive and excluded from the diluted earnings per share calculation.

stock issuable upon conversion of stock options.

In reporting periods in which the Company has a net loss, the effect is considered anti-dilutive

and excluded from the diluted earnings per share calculation.

The following table presents the calculation

of basic and diluted net income per share to stockholders of DocGo Inc.

and Subsidiaries:

the Three Months

Ended March 31,

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

and Subsidiaries:

( 3,465,670 )

Weighted-average shares – basic

Effect of dilutive options

Weighted-average shares – dilutive

Net (loss) income share - basic

Net (loss) income share - diluted

Anti-dilutive employee share-based awards excluded

Equity Method Investment

On October 26, 2021, the Company acquired a 50 % interest in RND Health

Services Inc.

On October 26, 2021, the Company acquired a 50 %

interest in RND Health Services Inc.

(“RND”) for $ 655,876 .

The Company uses the equity method to account for investments in which the Company has

the ability to exercise significant influence over the operating and financial policies of the investee but does not exercise control.

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

the Condensed Consolidated Balance Sheets.

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

the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income.

The Company’s judgment regarding its level

of influence over the equity method investee includes considering key factors, such as ownership interest, representation on the board

of directors, and participation in policy-making decisions.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

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

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

The Company uses the equity method to account for investments in which the

Company has the ability to exercise significant influence over the operating and financial policies of the investee but does not exercise

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

on the Condensed Consolidated Balance Sheets.

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

on the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income.

The Company’s judgment regarding its

level of influence over the equity method investee includes considering key factors, such as ownership interest, representation on the

board of directors, and participation in policy-making decisions.

Effective December 21, 2021, three members withdrew from NPA resulting

in the remaining two members obtaining the remaining ownership percentage.

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

The Company uses the equity method to account for investments in

which the Company has the ability to exercise significant influence over the operating and financial policies of the investee, but does

not exercise control.

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

investment” in the unaudited Condensed Consolidated Balance Sheets.

Changes in value of RND are recorded in “Gain (loss) on

equity method investment” in the unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

Company’s judgment regarding its level of influence over the equity method investee includes considering key factors, such as ownership

interest, representation on the board of directors, and participation in policy-making decisions.

On November 1, 2021, the Company acquired a 20%

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

The Company uses the equity method to account for investments

in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee, but

does not exercise control.

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

method investment” in the unaudited Condensed Consolidated Balance Sheets.

Changes in value of NPA are recorded in “Gain (loss)

on equity method investment” in the unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

Company’s judgment regarding its level of influence over the equity method investee includes considering key factors, such as ownership

interest, representation on the board of directors, and participation in policy-making decisions.

Effective December 21, 2021, three members

withdrew from NPA resulting in the remaining two members obtaining the remaining ownership percentage.

Since December 31, 2021, DocGo

has owned 50% of NPA.

Under the equity method, the Company’s

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annually and recognizes an impairment if there are sufficient indicators that the fair value of the investment is less than carrying

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

The Company categorizes leases at its inception

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

recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial

statements or the Company’s tax returns.

Deferred tax assets and liabilities are determined based on the difference between the

financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are

expected to reverse.

Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that

some or all of the deferred tax assets will not be realized.

The Company accounts for uncertain tax positions in accordance with the

provisions of ASC 740.

When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that

the benefit would more likely than not be realized assuming examination by the taxing authority.

The determination as to whether the

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

the available facts and circumstances.

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

as income tax expense.

The Company recognizes

deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements

or its tax returns.

Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax

basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred

tax assets will not be realized.

The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740.

uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely

than not be realized assuming examination by the taxing authority.

The determination as to whether the tax benefit will more likely than

not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances.

The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense.

Recently Issued Accounting Standards Not

In March 2022, the FASB issued ASU 2022-02, Financial Instruments

– Credit Losses Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”) , that eliminates accounting

guidance for troubled debt restructurings by creditors in Subtopic 310-40 Receivables—Troubled Debt Restructurings by Creditors ,

while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing

financial difficulty.

ASU 2022-02 also requires public business entities to disclose current-period gross write-offs by year of origination

for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments—Credit Losses—Measured

at Amortized Cost .

This ASU only affects entities that already adopted ASU 2016-13, which is effective for fiscal years beginning

after December 15, 2022.

The Company expects that this ASU will not have a material impact on the Company’s unaudited Condensed

Consolidated Financial Statements.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Issued Accounting Standards Not Yet Adopted

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Property and Equipment, net

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

September 30,

Office equipment

and furniture

Property and equipment, net, as of March 31,

2023 and December 31, 2022 are as follows:

March 31, 2023

December 31, 2022

Transportation equipment

Medical equipment

Office equipment and furniture

Leasehold improvements

Accumulated depreciation

1 unchanged sentence

( 8,524,013 )

and equipment, net

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

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

Acquisition of Businesses

Property and equipment, net

The Company recorded depreciation expenses of

$ 1,482,610 and $ 711,878 for the three months ended March 31, 2023 and 2022, respectively.

Acquisition of Businesses and Asset Acquisitions

Government Medical Services, LLC

2 unchanged sentences

The aggregate

purchase price consisted of $ 20.3 million in cash consideration.

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

purchase price consisted of $ 20,338,789 in cash consideration.

Holdings also agreed to pay GMS an additional $ 3,000,000 upon GMS meeting

certain performance conditions within a year of the Closing Date.

Acquisition costs are included in general and administrative expenses

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

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

with the Company identified as the acquirer.

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

of operations of GMS from the date of acquisition.

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

unaudited condensed consolidated results of operations for the periods presented.

Under the acquisition method of accounting, the aggregate

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

fair value on the acquisition date.

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

fair value estimates and analysis prepared by the Company.

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

of the purchase price allocable to goodwill.

Final purchase accounting adjustments may differ materially from preliminary purchase price

allocation presented here.

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

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

and totaled $ 1,001,883 for the twelve months ended December 31, 2022.

Exceptional Medical Transportation, LLC

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

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

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

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

outstanding shares of common stock of Exceptional Medical Transportation, LLC (“Exceptional”) in exchange for $13,708,333

consisting of $7,708,333 in cash at closing and $6,000,000 payable over a 24-month period.

Holdings also agreed to pay an estimated $1,080,000

Contingent consideration upon Exceptional meeting certain performance conditions in 2023.

Exceptional is in the business of providing

medical transportation services.

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

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

The acquisition was accounted for under the acquisition

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

The Company’s unaudited condensed consolidated financial statements

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

The historical results of operations of Exceptional were

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

Under the acquisition

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

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

The preliminary purchase price allocation, as set forth

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

Any change in the fair value

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

Final purchase accounting adjustments

may differ materially from preliminary purchase price allocation presented here.

The primary areas of the purchase price allocation that

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

lease liabilities assumed, and net working capital adjustments.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Acquisition costs are included in general and administrative expenses totaled $56,571 for the twelve

months ended December 31, 2022.

Ryan Brothers Fort Atkinson, LLC

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

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

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

RT is in the business of providing medical transportation services.

Acquisition costs are included in general and administrative expenses

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

The acquisition was

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

The Company’s unaudited condensed

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

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

condensed consolidated results of operations for the periods presented.

Under the acquisition method of accounting, the aggregate amount

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

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

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

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

Any change in the fair value of the net

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

Final purchase

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

The primary areas of the purchase

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

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

The following table presents the preliminary allocation

of the assets acquired and liabilities assumed:

Medical Transport

On August 9, 2022, Holdings acquired 100% of the

outstanding shares of common stock of Ryan Brothers Fort Atkinson, LLC (“RB”) in exchange for $11,422,252 consisting of $7,422,252

in cash at closing and $4,000,000 of estimated Contingent consideration to be paid out over 24 months based on performance of certain

RB is in the business of providing medical transportation services.

Acquisition costs are included in general and administrative

expenses totaled $230,175 for the twelve months ended December 31, 2022.

Community Ambulance Services LTD

On October 12, 2022, Holdings through its indirect

wholly owned subsidiary, Ambulnz U.K.

Ltd., acquired Community Ambulance Service Ltd (“CAS”), a company located in United

Kingdom, in exchange for approximately $ 5,541,269 in cash.

The net assets acquired through the CAS acquisition was $ 7,134,881 mainly from

the vehicles with high fair market value, which directly lead to a Gain on bargain purchase of $ 1,593,612 .

CAS is engaged in providing

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

and diagnostics testing.

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

to municipal contracts.

Acquisition costs are included in general and administrative expenses totaling $ 171,779 for the three and

twelve months ended December 31, 2022, respectively.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Location Medical Services, LLC

On December 9, 2022, Holdings through its indirect

wholly owned subsidiary, Ambulnz U.K.

Ltd., closed acquiring 100 % of the outstanding shares of common stock of Location Medical Services,

The aggregate purchase price consisted of $ 302,450 in cash consideration.

The Company also agreed to pay LMS

an additional $ 11,279,201 deferred consideration and an estimated $ 2,475,540 Contingent consideration upon LMS meeting certain performance

conditions in 2023.

Acquisition costs are included in general and administrative expenses and totaled $ 4,200 for the three and twelve

months ended December 31, 2022, respectively.

Cardiac RMS, LLC

On March 31, 2023, Holdings acquired 51 % of the

outstanding shares of common stock of Cardiac RMS, LLC (“CRMS”) in exchange for $ 10,000,000 closing consideration, consisting

of $ 9,000,000 in cash and $ 1,000,000 worth of shares of DocGo common stock issued in a private placement transaction.

A further probable

consideration of $ 15,822,190 is to be paid out over 36 months for the remaining 49 % equity of CRMS, based on CRMS’ attainment of

full-year EBITDA targets.

CRMS LLC provides cardiac implantable electronic device “CIED” remote monitoring and virtual care

management services.

Acquisition costs included in general and administrative expenses totaled $ 229,937 for the three months ended March

The following table presents the assets acquired

and liabilities assumed at the date of the acquisitions (preliminary for CRMS):

Cardiac RMS LLC

Location Medical Services

Community Ambulance Service

Ryan Brothers

Exceptional Medical Transport

Government Medical Services

Consideration:

Cash consideration

Due to Seller

Contingent Consideration

Stock consideration

Deferred consideration

Amounts held under an escrow account

Contingent consideration

Total consideration

Recognized amounts of identifiable assets acquired and liabilities

Recognized amounts of identifiable assets acquired and liabilities assumed

Accounts receivable

7 unchanged sentences

Total liabilities assumed

Goodwill/(Gain on bargain purchase)

( 1,593,612 )

Total purchase price

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Company recorded goodwill in connection with its acquisitions.

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

30, 2022 are as noted in the tables below:

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

ABC Transaction and Held for Sale

During the fiscal year 2022, the Company started

discussions regarding the potential liquidation process of Health through an assignment for the benefit of creditors (“ABC”),

with a targeted timeline for the transaction to be fully closed in December 2022.

The conversation involved operations, human resources,

external legal counsel, and Amb, LLC (a California limited liability company, the “Assignee”).

It was the management’s

intention and decision that the ABC transaction will be commenced and completed by year end 2022.

Due to operational processes, the filing

was extended and finalized on February 3, 2023.

On February 3, 2023, Health commenced the ABC

pursuant to California law.

An ABC is a liquidation process governed by state law (California law in this instance) that is an alternative

to a bankruptcy case under federal law.

Prior to commencing the ABC, Health ceased business operations and all of its employees were

terminated and treated in accordance with California law.

In the ABC, all of Health’s assets were transferred to the Assignee who

acts as a fiduciary for creditors and in a capacity equivalent to that of a bankruptcy trustee.

The Assignee is responsible for liquidating

Similar to a bankruptcy case, there is a claims process.

Creditors of Health will receive notice of the ABC and a proof of

claim form and are required to submit a proof of claim in order to participate in distribution of net liquidation proceeds by the Assignee.

As of December 31, 2022, Health met the criteria

to be classified as held for sale.

As the entity has met this criteria, the Company is required to record the respective assets and liabilities

at the lower of carrying value or fair value less any costs to sell, and present the related assets and liabilities as separate line

items in the Consolidated Balance Sheets.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

The following table presents information related

to the major classes of assets and liabilities that were classified as held for sale in the Company’s Consolidated Balance Sheets

as of December 31, 2022:

Pre ABC Adjustment

2022 Adjustments

1Q23 Adjustments

Current assets:

Cash and cash equivalents

$ ( 190,312 )

Accounts receivable, net

( 1,219,927 )

Prepaid expenses and other current assets

Total current assets

( 1,052,465 )

Property and equipment, net

( 1,107,279 )

Intangibles, net

( 5,085,689 )

Operating lease right-of-use assets

Assets held for sale

( 4,480,344 )

( 17,957,076 )

$ ( 2,921,958 )

$ ( 22,437,420 )

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ ( 196,122 )

Accrued liabilities

( 4,250,603 )

( 59,404,839 )

Operating lease liability, current

Liabilities held for sale

( 4,480,344 )

Total current liabilities

( 63,885,183 )

Total liabilities

$ ( 63,885,183 )

STOCKHOLDERS’ EQUITY:

Accumulated deficit

$ ( 38,525,805 )

$ ( 2,921,958 )

$ ( 41,447,763 )

Total stockholders’ equity attributable to DocGo Inc.

and Subsidiaries

( 38,525,805 )

( 2,921,958 )

( 41,447,763 )

Noncontrolling interests

Total stockholders’ equity

$ ( 38,525,805 )

$ ( 2,921,958 )

$ ( 41,447,763 )

Total liabilities and stockholders’ equity

$ ( 2,921,958 )

$ ( 22,437,420 )

The Intercompany receivables and Intercompany

payables are eliminated in the Company’s Consolidated Balance Sheets.

In connection with the ABC transaction, the Company

evaluated its Goodwill balances as of December 31, 2022 and determined that there was an impairment of Goodwill related to its Health

reporting unit.

The impairment was primarily due to the ABC filing.

As a result of this impairment, the Company recognized

a non-cash charge of $ 2,921,958 in the year ended December 31, 2022 in the Consolidated Statements of Operations.

The charge was recorded

as part of Other income in the Company’s Consolidated Statements of Operations and has no impact on its cash flow, liquidity, or

compliance with debt covenants.

Additionally, the Company recorded Goodwill in

connection with its acquisitions, the total Goodwill acquired in 2022 was $ 35,299,136 .

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

The Company also updated the carrying value of

the Goodwill in its unaudited Condensed Consolidated Balance Sheets to reflect the additional Goodwill and the impairment charge.

carrying value of Goodwill amounts $ 47,668,654 , the changes in the carrying value of Goodwill for the period ended March 31, 2023 are

as noted in the tables below:

Carrying Value

at December 31, 2021

acquired during the period

at September 30, 2022

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

Estimated Useful

Balance as of December 31, 2022

Goodwill acquired during the period

Balance as of March 31, 2023

Intangible assets consisted of the following as

of March 31, 2023 and December 31, 2022:

March 31, 2023

Gross Carrying

4 unchanged sentences

Material contracts

Customer relationship

Non-compete agreements

$ ( 8,578,898 )

Estimated Useful

December 31, 2022

Gross Carrying

1 unchanged sentence

Operating licenses

developed software

Internally developed software

( 6,378,911 )

Material contracts

Customer relationship

$ ( 7,211,617 )

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

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

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

2022, remaining

The Company recorded amortization expenses of

$ 1,365,636 and $ 633,363 for the three months ended March 31, 2023 and 2022, respectively.

The estimated future amortization expense of definite

life intangible assets as of March 31, 2023 was as follows:

Amortization Expense

As of September 30, 2022

As of September 30, 2021

As of December 31, 2021

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Accrued Liabilities

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

September 30,

Accrued bonus

Accrued lab fees

Accrued payroll

Medicare advance

FICA/Medicare liability

Accrued general expenses

Accrued liabilities consist of the following

as of March 31, 2023 and December 31, 2022:

Accrued subcontractors

Accrued fuel and maintenance

Accrued workers compensation

Accrued general expenses

Accrued workers compensation and insurance liabilities

Accrued payroll

Accrued bonus

Other current liabilities

Accrued lab fees

Accrued legal fees

Accrued insurance liabilities

Accrued fuel and maintenance

Credit card payable

FICA/Medicare liability

Total accrued liabilities

Line of Credit

December 17, 2021, Ambulnz-FMC North America, LLC (“FMC NA”), entered into a revolving loan and bridge credit and security

agreement with a subsidiary of one of its members with a maximum revolving advance amount of $ 12,000,000 .

Each Revolving Advance

shall bear interest at a per annum rate equal to the Wall Street Journal Prime Rate (6.25% at September 30, 2022), as the same may change

from time to time, plus one percent (1.00%), but in no event less than five percent (5.00%) per annum, calculated on the basis of a 360-day

year for the actual number of days in the applicable period.

The agreement is subject to certain financial covenants such as an

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

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

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

Credit Maturity Date”).

On December 17, 2021, Ambulnz-FMC North America,

LLC (“FMC NA”), entered into a revolving loan and bridge credit and security agreement with a subsidiary of one of its members

with a maximum revolving advance amount of $ 12,000,000 (each, a “Revolving Advance”).

Each Revolving Advance would have borne

interest at a per annum rate equal to the Wall Street Journal Prime Rate, as the same may have changed from time to time, plus one percent

(1.00%), but in no event less than five percent (5.00%) per annum, calculated on the basis of a 360-day year for the actual number of

days in the applicable period.

The agreement was subject to certain financial covenants such as an unused fee.

All accrued and unpaid

interest and unused fee shall be due and payable on the first anniversary of the date of the agreement (“Revolving Credit Maturity

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

As of December 31, 2021, the

outstanding balance of the line of credit was zero.

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

short-term obligations.

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

On January 26, 2022, the Company drew $1,000,000

to fund operations and meet short-term obligations.

In December 2022, the Company did not renew the agreement, and repaid the outstanding

On November 1, 2022, the Company entered into

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

maximum revolving advance amount of $ 90,000,000 .

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

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

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

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

The applicable margins are based on the Company’s

consolidated net leverage ratio, adjusted on a quarterly basis.

The Initial applicable margins are 1.25 % for an adjusted term SOFR loan

and 0.25 % for a base rate loan and will be updated based on the consolidated net leverage ratio reported in the compliance certificate.

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

The revolving facility is secured

by a first-priority lien on substantially all of the Company’s present and future personal assets and intangible assets.

The revolving

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

The Company has not made any draws under the facility and as of March 31, 2023, there is no amount outstanding.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Notes Payable

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

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

following table summarizes the Company’s notes payable:

September 30,

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

received pursuant to the Payroll Protection Program Term Note

The Company has various loans with finance companies

with monthly installments aggregating $ 64,671 , inclusive of interest ranging from 2.5 % through 8 %.

The notes mature at various times

through 2027 and are secured by transportation equipment.

The following table summarizes the Company’s

notes payable:

March 31, 2023

December 31, 2022

Equipment and financing loans payable, between 2.5 % and 8 % interest and maturing between January 2023 and March 2028

Loan received pursuant to the Payroll Protection Program Term Note

Total notes payable

current portion of notes payable

non-current portion of notes payable

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

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

Notes Payable

Total non-current portion of notes payable

Interest expenses were $ 29,034 and $ 22,559 for the three months ended

March 31, 2023 and 2022, respectively.

Future minimum annual maturities of notes payable

as of March 31, 2023 were as follows:

2023, remaining

portion of notes payable

Business Segment Information

Company conducts business as two operating segments, Transportation Services and Mobile Health services.

In accordance with ASC 280,

Segment Reporting , operating segments are components of an enterprise for which separate financial information is evaluated regularly

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

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

the Company’s chief operating decision maker evaluates the Company’s financial information and resources and assesses the

performance of these resources by revenue stream.

accounting policies of the segments are the same as the accounting policies of the Company as a whole.

The Company evaluates the performance

of its Transportation Services and Mobile Health services segments based primarily on results of operations.

Total maturities

Current portion of notes payable

Long-term portion of notes payable

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Business Segment Information

The Company conducts business in three operating

segments, Transportation Services, Mobile Health Services and Corporate.

In accordance with ASC 280, Segment Reporting , operating

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

maker, the Company’s Chief Executive Officer, in deciding how to allocate resources and assessing performance.

Prior to 2023, the

Company reported in two segments, because the Company’s entities have two main revenue streams.

Beginning with the first quarter

of 2023, the Company is now reporting in three operating segments, adding a Corporate segment to allow for analysis of shared services

and personnel that support both the Transportation Services and Mobile Health Services segments.

Previously, these costs had been allocated

almost entirely to the Transportation Services segment.

All of the Company’s revenues and costs of goods sold continue to be reported

within the Transportation Services and Mobile Health Services segments.

The Corporate segment contains operating expenses such as information

technology costs, certain insurance costs and the compensation costs of senior and executive leadership.

The segment reporting for the

prior-year period has been adjusted to conform to the new methodology, for the purposes of allowing a clearer analysis of year-over-year

The Company’s chief operating decision maker evaluates the Company’s financial information and resources and

assesses the performance of these resources by revenue stream and by operating income or loss performance.

The accounting policies of the segments are the

same as the accounting policies of the Company as a whole.

The Company evaluates the performance of its Transportation Services, Mobile

Health Services and Corporate segments based primarily on results of operations.

Operating results for the business segments of

the Company are as follows:

Transportation

Mobile Health

Three Months Ended September 30, 2022

$ 104,319,894

Income (loss) from operations

( 4,213,156 )

$ 173,789,449

$ 182,130,761

Three Months Ended March 31, 2023

$ 113,002,703

Depreciation and amortization expense

Stock compensation

Long-lived assets

Three Months Ended September 30, 2021

Income (loss) from operations

1 unchanged sentence

( 6,902,587 )

$ 144,078,865

Depreciation and amortization expense

1 unchanged sentence

Long-lived assets

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Transportation

Mobile Health

Nine Months Ended September

$ 254,072,898

$ 331,730,750

Income (loss) from operations

( 33,035,470 )

$ 173,789,449

$ 182,130,761

$ 355,920,210

Depreciation and amortization

Stock compensation

Long-lived assets

Nine Months Ended September

Three Months Ended March 31, 2022

$ 117,891,552

2 unchanged sentences

( 10,768,973 )

$ 144,078,865

Depreciation and amortization

Depreciation and amortization expense

Stock compensation

Long-lived assets

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

by geographic location are included in Note 2.

In November 2021, the Company’s Series A

preferred stock was cancelled and converted into the right to receive a portion of merger consideration issuable as common stock of DocGo,

par value $ 0.0001 (the “Common Stock”), pursuant to the terms and conditions set forth in the Merger Agreement.

The Company’s

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

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

of Series A preferred stock was convertible into Class A common stock at a conversion price of $ 3,000 per share, subject to adjustment

as defined in the articles of incorporation.

A preferred stockholders had voting rights equivalent to the number of common stock shares issuable upon conversion.

The Series A preferred

stockholders were entitled to a non-cumulative dividend equal to 8 % of the original issue price as defined in the agreement when

declared by the board of directors.

holders of the Series A preferred stock had preferential liquidation rights and rank senior to the holders of common stock.

If a liquidation

were to occur, the holders of the Series A preferred stock would have been paid an amount equal to $ 3,000 per share, subject to

adjustment as defined in the articles of incorporation, plus all accrued and unpaid dividends thereon.

After the payment of the Series

A preferred stockholders, the common stockholders would have been paid out on a pro-rata basis.

Long-lived assets include Property, plant and

equipment, Goodwill and Intangible assets.

Geographic Information

Revenues by geographic location are included

Share Repurchase Program

On May 24, 2022, the Company was authorized to

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

second and fourth quarter of 2022, the Company repurchased 536,839 shares of its common stock for $ 3,731,712 .

These shares were subsequently

There were no shares repurchased during the first quarter of 2023.

The Program does not oblige the Company to acquire any specific

number of shares and will expire on November 24, 2023.

Under the Program, shares may be repurchased using a variety of methods, including

privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act

of 1934, as amended (the “Exchange Act”), as part of accelerated share repurchases, block trades and other methods.

manner, price and amount of any common stock repurchases under the Program are determined by the Company in its discretion and depend

on a variety of factors, including legal requirements, price and economic and market conditions.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

November 1, 2017, Ambulnz, Inc.

converted its legal structure from a limited liability company to a corporation and converted its membership

units into shares of common stock at a rate of 1,000 shares per membership unit.

The total authorized number of shares of common stock

converted was 100,000 shares, comprised of 35,597 shares of Class A common stock and 64,402 shares of Class B common stock.

to the reverse merger, on May 23, 2019, the Ambulnz, Inc amended and restated its articles of incorporation and the total authorized

common stock increased to 154,503 shares, comprised of 78,000 shares of Class A common stock and 76,503 shares of Class B common stock.

The Class A common stockholders had voting rights equivalent to one vote per share of common stock and the Class B common stockholders

have no voting rights.

Dividends may be paid to the common stockholders out of funds legally available, when declared by the board of

Repurchase Program

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

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

During the second quarter of 2022, the

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

These shares were subsequently cancelled.

There were no shares repurchased

during the third quarter of 2022.

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

November 24, 2023.

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

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

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

The timing, manner, price and amount of any common

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

requirements, price and economic and market conditions.

Preacquisition

On February 15, 2018, the Company issued warrants

to purchase 1,367 shares of Class B common stock at a purchase price of $ 0.01 per share to an investor in conjunction with a capital investment.

The warrants had no expiration date.

The fair value on the date of issuance was $ 5,400 per share, for a total fair value of $ 7,381,800 .

On May 23, 2019, the warrants were exchanged for warrants to purchase 2,461 shares of Series A preferred stock at a purchase price of

$ 0.01 per share.

The exchanged warrants have no expiration date and had a fair value on the date of issuance of $ 3,000 per share for a

total fair value of $ 7,383,000 .

These warrants were cashless exercised in November 2021 for 1,587,700 shares of common DocGo Inc.

June 5, 2019, the Company issued warrants to purchase 667 shares of Series A preferred stock at a purchase price of $ 3,000 per share

to an investor in conjunction with a capital investment.

The warrants would have expired on June 6, 2029 .

The fair value on the date

of issuance was $ 2,078 per warrant for a total fair value of $ 1,386,026 .

These warrants were cashless exercised in November 2021 for

229,807 shares of common DocGo Inc.

common stock.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Stock Based Compensation

2021, the Company established the DocGo Inc.

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

Equity Incentive Plan.

The Company reserved 16,607,894 shares of common stock for issuance under the Plan.

The Company’s stock

options generally vest on various terms based on continuous services over periods ranging from three to five years.

The stock options

are subject to time vesting requirements through 2032 and are nontransferable.

Stock options granted have a maximum contractual term

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

fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model.

Before the Company’s

shares of stock were publicly traded, management took the average of several publicly traded companies that were representative of the

Company’s size and industry in order to estimate its expected stock volatility.

The expected term of the options represented the

period of time the instruments are expected to be outstanding.

The Company based the risk-free interest rate on the rate payable on the

Treasury securities corresponding to the expected term of the awards at the date of grant.

Expected dividend yield was zero based

on the fact that the Company had not historically paid and does not intend to pay a dividend in the foreseeable future.

Company utilized contemporaneous valuations in determining the fair value of its shares at the date of option grants.

Prior to the Merger,

each valuation utilized both the discounted cash flow and guideline public company methodologies to estimate the fair value of its shares

on a non-controlling and marketable basis.

The December 31, 2020 valuations also included an approach that took into consideration a

pending non-binding letter of intent from Motion Acquisition Corp.

The March 11, 2021 valuation report relied solely on the fair value

of the Company’s shares implied by the March 8, 2021 Merger Agreement with Motion Acquisition Corp.

discount for lack of marketability was applied to the non-controlling and marketable fair value estimates determined above.

The determination

of an appropriate discount for lack of marketability was based on a review of discounts on the sale of restricted shares of publicly

traded companies and put-based quantitative methods.

Factors that influenced the size of the discount for lack of marketability included

(a) the estimated time it would take for a Company stockholder to achieve marketability, and (b) the volatility of the Company’s

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

September 30,

Stock Options

The Company’s stock options generally vest

on various terms based on continuous services up to five years.

The stock options are subject to time vesting requirements through 2026

and are nontransferable.

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

On March 31, 2023, approximately 3.2 million

employee options had vested.

The fair value of each stock option grant is

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

Management took the company specific volatility and the

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

expected stock volatility.

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

The Company bases the risk-free interest rate on the rate payable on the U.S.

Treasury securities corresponding to the expected term

of the awards at the date of grant.

Expected dividend yield is zero based on the fact that the Company has not historically paid and

does not intend to pay a dividend in the foreseeable future.

The following assumptions were used to compute

the fair value of the stock option grants during the period ended March 31, 2023 and 2022:

Three Months Ended

Risk-free interest rate

Expected term

0.71 % - 4.31 %

Expected term (in years)

Dividend yield

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

Exercise Price

Life in Years

The following table summarizes the Company’s

stock option activity under the Plan for the period ended March 31, 2023:

Balance as of, December 31, 2022

1 unchanged sentence

Exercised during the year

( 1,637,159 )

Cancelled during the year

Balance as of September 30, 2022

Options vested and exercisable at September 30, 2022

aggregate intrinsic value in the above table is calculated as the difference between fair value of the Company’s common stock price

and the exercise price of the stock options.

The weighted average grant date fair value per share for stock option grants during the

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

On September 30, 2022 and December 31,

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

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

Balance as of March 31, 2023

Options vested and exercisable at March 31, 2023

The aggregate intrinsic value in the above table

is calculated as the difference between fair value of the Company’s common stock price and the exercise price of the stock options.

The weighted average grant date fair value per share for stock option grants during the periods ended March 31, 2023 and December

31, 2022 was $ 7.15 and $ 7.04 , respectively.

At March 31, 2023 and December 31, 2022, the total unrecognized compensation related

to unvested stock option awards granted was $ 32,118,556 and $ 41,666,564 , respectively, which the Company expects to recognize over a

weighted-average period of approximately 2 years.

Restricted Stock Units

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

is determined on the date of grant.

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

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

The vesting period for employees and members of the

Board of Directors ranges from one to four years.

The Company records compensation expense in the unaudited Condensed Consolidated Statements of Operations

and Comprehensive (Loss) Income on a straight-line basis over the vesting period for RSUs.

The vesting period for employees and members

of the Board of Directors ranges from one to four years .

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

under RSUs was as follows:

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Activity under RSUs was as follows:

Average Grant Date

Balance as of December 31, 2022

Vested during the year

Balance as of, September 30, 2022

Vested and unissued at September 30, 2022

Non-vested at September 30, 2022

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

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

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

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

Company is obligated to make rental payments under non-cancellable operating leases for office, dispatch station space, and transportation

equipment, expiring at various dates through 2026 .

Under the terms of the leases, the Company is also obligated for its proportionate

share of real estate taxes, insurance and maintenance costs of the property.

The Company is required to hold certain funds in restricted

cash and cash equivalents accounts under some of these agreements.

leases for property and transportation equipment contain options to purchase, extend or terminate the lease.

Determining the lease term

and amount of lease payments to include in the calculation of the right-of-use (ROU) asset and lease obligations for leases containing

options requires the use of judgment to determine whether the exercise of an option is reasonably certain and whether the optional period

and payments should be included in the calculation of the associated ROU asset and lease obligation.

In making such judgment, the Company

considers all relevant economic factors that would require whether to exercise or not exercise the option.

Company’s lease agreements generally do not provide an implicit borrowing rate.

Therefore, the Company used a benchmark approach

to derive an appropriate imputed discount rate.

The Company benchmarked itself against other companies of similar credit ratings and

comparable quality and derived imputed rates, which were used to discount its real estate lease liabilities.

The Company used estimated

borrowing rates of 6 % on January 1, 2019, for all leases that commenced prior to that date, for office spaces and transportation equipment.

Balance as of March 31, 2023

Vested and unissued as of March 31, 2023

Non-vested as of March 31, 2023

The total grant-date fair value of RSUs granted

during the period ended March 31, 2023 was $ 0 .

For the period ended March 31, 2023, the Company

recorded stock-based compensation expense related to RSUs of $ 429,675 .

As of March 31, 2023, the Company had $ 1,934,998

in unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted-average period of approximately 1.1 years.

Operating Leases

The Company is obligated to make rental payments

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

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

costs of the property.

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

Certain leases for property and transportation

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

Determining the lease term and amount of lease payments to include

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

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

the calculation of the associated ROU asset and lease obligation.

In making such judgment, the Company considers all relevant economic

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

The Company’s lease agreements generally

do not provide an implicit borrowing rate.

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

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

which were used to discount its real estate lease liabilities.

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

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

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

of total lease cost:

September 30,

Operating lease

lease expense

Position as of September 30, 2022

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

September 30,

right-of-use assets

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

The table below comprise lease expenses for the

periods ended March 31, 2023 and 2022:

Components of total lease cost:

Operating lease expense

Short-term lease expense

Total lease cost

Lease Position as of March 31, 2023

Right-of-use lease assets and lease liabilities

for the Company’s operating leases were recorded in the unaudited Condensed Consolidated Balance Sheets

Lease right-of-use assets

Total lease assets

Current liabilities:

Lease liability - current

Lease liability - current portion

Noncurrent liabilities:

liability, net of current portion

lease liability

Terms and Discount Rate

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

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

Weighted average

remaining lease term (in years) - operating leases

Weighted average discount

rate - operating leases

Lease liability, net of current portion

Total lease liability

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Future minimum lease payments under the

operating leases at September 30, 2022 are as follows:

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Lease Terms and Discount Rate

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

Weighted average discount rate - operating leases

Undiscounted Cash Flows

Future minimum lease payments under the operating

leases as of March 31, 2023 were as follows:

2023, remaining

2027 and thereafter

future minimum lease payments

effects of discounting

( 1,283,391 )

value of future minimum lease payments

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

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

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

related to finance leases.

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

related to finance leases.

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

related to finance leases.

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

related to finance leases.

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

30, 2022 and December 31, 2021, respectively.

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

30, 2022 and December 31, 2021, respectively.

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

30, 2022 and 2021, respectively.

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

30, 2022 and 2021, respectively.

on Lease Remeasurement

Total future minimum lease payments

Less effects of discounting

Present value of future minimum lease payments

Operating lease expenses were approximately $ 756,245

and $ 462,625 for the three months ended March 31, 2023 and 2022, respectively.

For the quarter ended March 31, 2023, the Company

made $ 756,245 of fixed cash payments related to operating leases and $ 744,030 related to finance leases.

Finance Leases

The Company leases vehicles under a non-cancelable

finance lease agreements with a liability of $ 8,834,857 and $ 8,646,803 for the quarter ended March 31, 2023 and December 31, 2022, respectively.

This includes accumulated depreciation expense of $ 8,717,048 and $ 7,906,966 as of March 31, 2023 and December 31, 2022, respectively.

Depreciation expenses for the vehicles under non-cancelable

lease agreements amounted to $ 801,083 and $ 855,781 for the quarter ended March 31, 2023 and 2022, respectively.

Gain on Lease Remeasurement

In June 2022, the Company reassessed its finance

lease estimates relating to vehicle milage and residual value.

lease estimates relating to vehicle mileage and residual value.

As a result, the Company determined to purchase the vehicles at the end

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

Statement of Operations and Comprehensive Income.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Three Months Ended

Nine Months Ended

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

Statements of Operations and Comprehensive (Loss) Income.

Lease Payments

The table below presents lease payments for the

periods ended March 31, 2023 and 2022:

Components of total lease payment:

September 30,

Finance lease payment

1 unchanged sentence

Total lease payments

Position as of September 30, 2022

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

September 30,

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Lease Position as of March 31, 2023

Right-of-use lease assets and lease liabilities

for the Company’s finance leases were recorded in the unaudited Consolidated Balance Sheet as follows:

Lease right-of-use assets

5 unchanged sentences

Total lease liability

Terms and Discount Rate

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

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

Lease Terms and Discount Rate

The table below presents certain information

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

of March 31, 2023:

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

Weighted average discount rate - finance leases

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Finance Leases

Undiscounted Cash Flows

Future minimum lease payments under the finance

leases as of March 31, 2023 were as follows:

2023, remaining

2 unchanged sentences

Less effects of discounting

( 1,014,990 )

Present value of future minimum lease payments

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

2022, remaining

2027 and thereafter

Total future minimum lease payments

Less effects of discounting

Other Income (Expenses)

The Company recognized $ 853,927 and ($ 281,949 )

of Other income (expenses) for the three months ended March 31, 2023 and March 31, 2022, respectively, as follows:

Three Months Ended

Other income (expenses):

Interest income (expense), net

Loss on remeasurement of warrant liabilities

Loss on equity method investments

Loss on disposal of fixed assets

Other income (expenses)

Total other income (expenses)

$ ( 281,949 )

Present value of future minimum lease payments

Other Expense

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

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

of the period.

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

redeemed all of its outstanding warrants in September 2022.

As of March 31, 2023, the Company recognized

other income of $ 214,880 , net of $ 637 from realized foreign exchange loss offset by rental income of $ 8,496 .

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Related Party Transactions

Historically,

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

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

Historically, the Company has been involved in

transactions with various related parties.

Tendler Strategic & Legal Services

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

PLLC provides legal services for the Company.

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

Company, and therefore is a related party.

The Company made legal payments to Ely D.

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

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

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Staff also provides subcontractor services for the Company.

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

spouse, and therefore, a related party.

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

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

respectively.

in accounts payable were $ 118,604 and $ 94,636 due to related parties as of September 30, 2022 and December 31, 2021, respectively.

Tendler Strategic & Legal Services PLLC totaling

$ 234,230 and none for the three months ended March 31, 2023 and 2022, respectively.

PrideStaff provides subcontractor services to

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

made subcontractor payments to PrideStaff totaling $ 93,311 and $ 209,153 for the three months ended March 31, 2023 and 2022, respectively.

Included in Accounts payable were $ 125,539 and

$ 86,555 due to related parties as of March 31, 2023, and December 31, 2022, respectively.

As a result of the Company’s history of

1 unchanged sentence

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

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

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

2021, respectively.

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

discrete items.

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

income and expense items.

Company has established a 401(k) plan in January 2022 that qualifies as a deferred compensation arrangement under Section 401 of the

Internal Revenue Code.

employees that complete two months of service with the Company are eligible to participate in the plan.

The Company did not make any employer contributions to this plan as of September 30, 2022.

The Company’s income tax benefit (expense) for the three months

ended March 31, 2023 and 2022 was $ 2,129,870 and ($ 440,179 ) respectively.

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

2023 and 2022 was 38.21 % and 4.85 %, respectively.

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

2022 that qualifies as a deferred compensation arrangement under Section 401 of the Internal Revenue Code.

employees that complete

two months of service with the Company are eligible to participate in the plan.

The Company did not make any employer contributions to

this plan as of March 31, 2023.

Legal Proceedings

4 unchanged sentences

Financial Statements of the Company.

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

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

accounting guidance.

3 unchanged sentences

be estimated, the Company discloses the possible loss in the unaudited Condensed Consolidated Financial Statements.

of September 30, 2022 and December 31, 2021, the Company recorded a liability of $ 1,000,000 , which represents an amount for an agreed

settlement, under the terms of a memorandum of understanding, of various class-based claims, both actual and potential, under Federal

and California state law, as described in detail below.

The settlement is subject to court approval.

Zamora, Jascha Dlugatch, et al.

As of March 31, 2023 and December 31, 2022, the

Company recorded a liability of $ 1,000,000 , which represented an agreed-upon settlement of various class-based claims, both actual

and potential, under California state law, as described in detail below.

Stephanie Zamora, Jascha Dlugatch, et al.

Ambulnz Health, LLC, et al.

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

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

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

Ambulnz Health, LLC (the “Consolidated

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

On May 6, 2021, the parties attended mediation

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

by Ambulnz Health, inclusive of administrative costs and fees.

was filed in the Los Angeles Superior Court on October 11, 2018, and the complaint alleged wage and hour

violations pursuant to California’s Private Attorneys’ General Act of 2004 (“PAGA”).

On February 24, 2020, this

case was consolidated with Jascha Dlugatch, et.

Ambulnz Health, LLC (the “Consolidated Compliant”), another lawsuit

filed in the Los Angeles Superior Court.

On May 6, 2021, the parties attended mediation and settled the claims pled in the Consolidated

Complaint on a class-wide and PAGA basis in exchange for a proposed $ 1,000,000 payment by the defendant parties, inclusive of administrative

costs and fees.

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

A final approval hearing is currently

scheduled for April 28, 2023.

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Risk and Uncertainties

Risks, Impacts and Uncertainties

January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus

(the “COVID-19 Outbreak”) and the risks to the international community as the virus spreads globally.

In March 2020, the

WHO classified the COVID-19 Outbreak as a pandemic, based on the rapid increase in exposure globally.

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

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

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

In some of the Company’s

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

In addition, the Company experienced lost revenues

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

the number of permitted attendees.

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

There are two areas where the Company has experienced positive business

impacts from COVID-19.

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

(“FEMA”) in the New York City area.

COVID-19 Risks, Impacts and Uncertainties

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

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

In the ambulance transportation business, which predominantly

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

surgeries and other procedures were postponed.

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

were declines in trip volume.

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

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

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

There are two areas where the Company has experienced

positive business impacts from COVID-19.

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

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

This engagement resulted in incremental transportation revenue.

In addition, in response

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

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

sites, businesses, schools and other venues.

addition, in response to the need for widespread COVID-19 testing and available EMT and Paramedics, the Company formed a new subsidiary,

Rapid Reliable Testing, LLC (“RRT”), with the goal to perform COVID-19 tests at nursing homes, municipal sites, businesses,

schools and other venues.

RRT is part of the Mobile Health segment.

Since early 2020, RRT has grown significantly,

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

While COVID-19 testing

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

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

the third quarter of 2022.

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

in the fourth quarter of 2022 and beyond.

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

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

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

settings, such as doctor’s offices and hospitals.

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

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

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

Likewise, we are unable to predict

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

and Subsidiaries

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Accelerated Payments

accelerated payments of approximately $ 2,397,024 were received by the Company in April 2020.

Effective October 8, 2020, CMS is no longer

accepting new applications for accelerated payments.

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

Payments under the Medicare Accelerated and Advance Payment program are advances that must be repaid.

Effective October 1,

2020, the program was amended such that providers are required to repay accelerated payments beginning one year after the payment was

After such one-year period, Medicare payments owed to providers will be recouped according to the repayment terms.

The repayment

terms specify that for the first 11 months after repayment begins, repayment will occur through an automatic recoupment of 25 % of Medicare

payments otherwise owed to the provider.

At the end of the eleven-month period, recoupment will increase to 50% for six months.

end of the six months (or 29 months from the receipt of the initial accelerated payment), Medicare will issue a letter for full repayment

of any remaining balance, as applicable.

In such event, if payment is not received within 30 days, interest will accrue at the annual

percentage rate of four percent (4%) from the date the letter was issued and will be assessed for each full 30-day period that the balance

remains unpaid.

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

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

The Company’s estimate of the current liability

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

Since early 2020, RRT has grown significantly, and its services have

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

While COVID-19 testing activity continued

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

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

fourth quarters of 2022.

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

in 2023 and beyond.

The Company’s

current business plan assumes continued recovery of industry-wide transportation volumes to historical levels and beyond, plus an increased

demand for mobile health services, a demand that was accelerated by the pandemic, but which is also being driven by longer-term secular

factors, such as the increasing desire on the part of patients to receive treatments outside of traditional settings, such as doctor’s

offices and hospitals.

However, given the unpredictable, unprecedented, and fluid nature of the pandemic and its economic consequences,

we are unable to predict the duration and extent to which the pandemic and its related positive and negative impacts will affect our

business, financial condition, and results of operations in future periods.

Likewise, we are unable to predict the emergence of future,

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

Subsequent Events

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

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

Community Ambulance Service Ltd is engaged

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

services and diagnostics testing.

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

access to municipal contracts.

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

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

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

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

advance amount of $90,000,000.

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

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

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

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

The applicable margins are based on the Company’s consolidated

net leverage ratio, adjusted on a quarterly basis.

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

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

The revolving

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

The revolving facility is secured by a first-priority

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

The revolving facility is subject

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

The Company has

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

In April 2023, the Company purchased the remaining

noncontrolling interest in FMC NA for $ 7,000,000 .

The Company issued $ 3,000,000 worth of equity in a private placement transaction, consisting

of 360,145 shares of DocGo common stock.

The remaining $ 4,000,000 will be paid in cash.

As a result of this transaction, the Company now

owns 100 % of FMC NA.

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

What changed 10-Q

Item 1. Financial Statements