What changed in this filing

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Item 1. Financial Statements

2023-08-08 compared with 2023-05-09 · 712 added, 1125 removed, 380 unchanged (83% of the section changed)

Financial Statements

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

Unaudited Condensed Consolidated Balance Sheets as of June 30 , 202 3 (Unaudited) and December 31, 20 2 2

Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the Three and Six Months Ended June 30, 202 3 and 20 2 2

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 202 3 and 202 2

Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 202 3 and 202 2

Notes to Unaudited Condensed Consolidated Financial Statements

and Subsidiaries

UNAUDITED CONDENSED

CONSOLIDATED BALANCE SHEETS

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

2023 December 31,

Unaudited Audited

Current assets:

Cash and cash equivalents $ 109,159,519 $ 157,335,323

$ 120,056,897

Accounts receivable, net of allowance of $ 4,204,532 and $ 7,818,702 as of June 30, 2023 and December 31, 2022, respectively

118,498,751 102,995,397

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 — 4,480,344

3 unchanged sentences

Intangibles, net 38,050,268 22,969,246

Goodwill 47,820,840 38,900,413

Restricted cash 14,601,243 6,773,751

3 unchanged sentences

Deferred tax assets 11,247,764 9,957,967

$ 407,545,176

$ 393,277,628

Other assets 3,538,920 3,625,254

Total assets $ 390,286,045 $ 393,277,628

LIABILITIES AND STOCKHOLDERS’ EQUITY

13 unchanged sentences

Total liabilities 106,425,466 114,350,237

Commitments and Contingencies

STOCKHOLDERS’ EQUITY:

Common stock ($ 0.0001 par value;

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)

500,000,000 shares authorized as of June 30, 2023 and December 31, 2022;

103,762,092 and 102,411,162 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively

10,376 10,241

Additional paid-in-capital 312,101,281 301,451,435

Accumulated deficit ( 33,729,702 ) ( 28,972,216 )

( 32,367,602 )

( 28,972,216 )

Accumulated other comprehensive gain

Accumulated other comprehensive income 1,390,642 741,206

Total stockholders’ equity attributable to DocGo Inc.

3 unchanged sentences

Total liabilities and stockholders’ equity $ 390,286,045 $ 393,277,628

$ 407,545,176

$ 393,277,628

The accompanying notes are an integral part of

these unaudited Condensed Consolidated Financial Statements.

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

and Subsidiaries

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF OPERATIONS AND

COMPREHENSIVE (LOSS) INCOME

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

Three Months Ended

$ 113,002,703

June 30, Six Months Ended

2023 2022 2023 2022

Revenue, net $ 125,486,760 $ 109,519,304 $ 238,489,463 $ 227,410,856

Cost of revenues (exclusive of depreciation and amortization, which is shown separately below) 83,617,876 70,176,462 164,844,374 148,164,035

6 unchanged sentences

Total expenses 123,910,806 102,061,547 243,816,096 209,858,534

(Loss) Income from operations

( 6,902,587 )

Income (loss) from operations 1,575,954 7,457,757 ( 5,326,633 ) 17,552,322

Other income (expenses):

Interest income (expense), net 521,872 98,276 1,331,044 ( 37,330 )

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 )

Gain on remeasurement of warrant liabilities — 3,027,766 — 2,969,017

(Loss) gain on initial equity method investments ( 90,573 ) 89,810 ( 205,859 ) 6,469

Gain on remeasurement of finance leases — 1,388,273 — 1,388,273

(Loss) gain on disposal of fixed assets ( 98,630 ) — ( 153,469 ) —

Other (expense) income ( 920,058 ) 15,640 ( 705,178 ) 11,387

Total other (expense) income ( 587,389 ) 4,619,765 266,538 4,337,816

Net income (loss) before income tax benefit (expense) 988,565 12,077,522 ( 5,060,095 ) 21,890,138

Income tax benefit (provision) 355,054 ( 321,660 ) 2,484,924 ( 761,839 )

Net (loss) income

( 3,918,790 )

Net (loss) income attributable to noncontrolling interests

( 1,257,257 )

Net income (loss) 1,343,619 11,755,862 ( 2,575,171 ) 21,128,299

Net income (loss) attributable to noncontrolling interests 3,354,886 ( 979,791 ) 2,901,766 ( 2,237,048 )

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

and Subsidiaries ( 2,011,267 ) 12,735,653 ( 5,476,937 ) 23,365,347

( 3,465,670 )

Other comprehensive (loss) income

1 unchanged sentence

Total comprehensive (loss) income $ ( 1,605,489 ) $ 12,746,087 $ ( 4,827,501 ) $ 23,369,918

$ ( 3,222,012 )

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

4 unchanged sentences

Weighted-average shares outstanding - Diluted 103,585,661 115,279,676 103,085,257 116,347,874

The accompanying notes are an integral part of

these unaudited Condensed Consolidated Financial Statements.

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

and Subsidiaries

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CHANGES IN STOCKHOLDERS’ EQUITY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Common Stock Additional

Capital Accumulated

Deficit Accumulated

Comprehensive

Noncontrolling

Loss Noncontrolling

Interests Total

Stockholders’

Shares Amount

Balance - December 31, 2021 100,133,953 $ 10,013 $ 283,161,216 $ ( 63,556,714 ) $ ( 32,501 ) $ 7,475,010 $ 227,057,024

$ 283,161,216

$ ( 63,556,714 )

$ 227,057,024

Exercise of stock options 195,152 195 374,149 — — — 374,344

Stock based compensation — — 1,422,937 — — — 1,422,937

Equity cost — — ( 19,570 ) — — — ( 19,570 )

restricted stock (Note 4) — — — — — —

2 unchanged sentences

Net loss attributable to noncontrolling interests — — — — — ( 1,257,257 ) ( 1,257,257 )

( 1,257,257 )

attributable to stockholders of DocGo Inc.

Net income attributable to stockholders of DocGo Inc.

and Subsidiaries

Balance - March

— — — 10,629,694 — — 10,629,694

$ ( 52,927,020 )

$ 240,264,309

Other Comprehensive

Noncontrolling

Balance - March 31, 2022 100,329,105 10,208 284,938,732 $ ( 52,927,020 ) ( 38,364 ) 8,280,753 $ 240,264,309

Common stock repurchased ( 70,000 ) ( 70 ) ( 497,829 ) — — — ( 497,899 )

Exercise of stock options 417,927 418 778,648 — — — 779,066

Stock based compensation — — 1,999,619 — — — 1,999,619

restricted stock (Note 4) 8,258 8 82,297 — — — 82,305

Net loss attributable to Noncontrolling interests — — — — — ( 979,791 ) ( 979,791 )

Foreign currency translation — — — — 10,434 — 10,434

Net income attributable to stockholders of DocGo Inc.

and Subsidiaries — — — 12,735,653 — — 12,735,653

Balance - June 30, 2022 100,685,290 $ 10,564 $ 287,301,467 $ ( 40,191,367 ) $ ( 27,930 ) $ 7,300,962 $ 254,393,696

Common Stock Additional

Capital Accumulated

Deficit Accumulated

Comprehensive

Income Noncontrolling

Interests Total

Stockholders’

Shares Amount

Balance - December 31, 2022 102,411,162 $ 10,241 $ 301,451,435 $ ( 28,972,216 ) $ 741,206 $ 5,696,725 $ 278,927,391

$ 301,451,435

$ ( 28,972,216 )

$ 278,927,391

Equity cost — — — — — — —

Noncontrolling interest contribution — — — — — — —

2 unchanged sentences

restricted stock (Note 4) — — 167,175 — — — 167,175

Stock based compensation, including 45,704 vested RSUs

Stock based compensation 424,911 42 8,181,549 — — — 8,181,591

Ambulnz Health liquidation — — — 70,284 — — 70,284

Net loss attributable to noncontrolling

Net loss attributable to noncontrolling interests — — — — — ( 453,120 ) ( 453,120 )

Foreign currency translation — — — — 243,658 — 243,658

attributable to stockholders of DocGo Inc.

Net loss attributable to stockholders of DocGo Inc.

and Subsidiaries

— — — ( 3,465,670 ) — — ( 3,465,670 )

( 3,465,670 )

Balance - March 31, 2023 102,932,174 $ 10,293 $ 310,049,864 $ ( 32,367,602 ) $ 984,864 $ 5,243,605 $ 283,921,024

$ 310,049,864

$ ( 32,367,602 )

$ 283,921,024

The accompanying notes are an integral part of

these unaudited Condensed Consolidated Financial Statements.

Acquisition of CRMS 117,330 12 1,000,000 — — — 1,000,012

Acquisition of FMC NA 360,145 36 ( 1,432,963 ) 649,167 — ( 3,213,956 ) ( 3,997,716 )

Acquisition of Healthworx — — — — — ( 1,296,553 ) ( 1,296,553 )

Exercise of stock options 260,410 26 706,379 — — — 706,405

Stock based compensation, net of tax settled in shares 92,033 9 1,778,001 — — — 1,778,010

Net income attributable to noncontrolling interests — — — — — 3,354,886 3,354,886

Foreign currency translation — — — — 405,778 — 405,778

Net loss attributable to stockholders of DocGo Inc.

and Subsidiaries — — — ( 2,011,267 ) — — ( 2,011,267 )

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

Three Months Ended

Balance - June 30, 2023 103,762,092 $ 10,376 $ 312,101,281 $ ( 33,729,702 ) $ 1,390,642 $ 4,087,982 $ 283,860,579

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

and Subsidiaries

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) income $ ( 2,575,171 ) $ 21,128,299

$ ( 3,918,790 )

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

Adjustments to reconcile net (loss) income to net cash

(used in) provided by operating activities:

Depreciation of property and equipment 3,072,647 1,441,438

3 unchanged sentences

Deferred tax asset ( 1,289,797 ) —

( 1,015,555 )

Loss on equity method investment

Loss (gain) on equity method investment 205,859 ( 30,290 )

Bad debt expense 976,690 1,818,792

( 1,902,587 )

Stock based compensation 11,801,138 3,504,861

Loss on remeasurement of warrant liabilities

Gain on liquidation of business

Gain on remeasurement of finance leases — ( 1,388,273 )

Loss on liquidation of business 70,284 —

Gain on remeasurement of warrant liabilities — ( 2,969,017 )

Changes in operating assets and liabilities:

Accounts receivable ( 15,407,684 ) 4,310,990

( 24,668,050 )

Prepaid expenses and other current assets ( 223,468 ) ( 3,173,647 )

( 1,537,550 )

Other assets 86,334 2,128,320

Accounts payable ( 14,901,225 ) ( 2,927,492 )

( 2,581,796 )

Accrued liabilities 1,198,399 3,545,642

( 1,471,551 )

Net cash (used in) provided by operating activities ( 12,424,782 ) 30,186,977

( 23,117,951 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of property and equipment ( 3,559,656 ) ( 941,655 )

( 1,976,075 )

Acquisition of intangibles ( 1,931,602 ) ( 1,016,430 )

( 1,405,444 )

Acquisition of businesses ( 20,203,464 ) —

1 unchanged sentence

Net cash used in investing activities ( 25,417,484 ) ( 1,958,085 )

( 1,689,495 )

( 1,137,040 )

CASH FLOWS FROM FINANCING ACTIVITIES:

2 unchanged sentences

Due to seller ( 2,556,188 ) ( 877,088 )

( 11,494,549 )

Noncontrolling interest contributions — 2,063,000

Proceeds from exercise of stock options 1,123,295 1,153,410

Common stock repurchased — ( 497,899 )

Equity costs — ( 19,570 )

Payments on obligations under finance lease ( 1,510,522 ) ( 1,411,565 )

Net cash (used in) provided by financing activities ( 3,191,122 ) 1,122,290

( 11,951,059 )

Effect of exchange rate changes on cash and cash equivalents 685,076 4,571

Net (decrease) increase in cash and restricted cash ( 40,348,312 ) 29,355,753

( 36,590,356 )

Cash and restricted cash at beginning of period 164,109,074 179,105,730

Cash and restricted cash at end of period $ 123,760,762 $ 208,461,483

$ 127,518,718

$ 198,724,307

The accompanying notes are an integral part of

these unaudited Condensed Consolidated Financial Statements.

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

and Subsidiaries

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

Three Months Ended

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Supplemental disclosure of cash and non-cash transactions:

4 unchanged sentences

Fixed assets acquired in exchange for notes payable $ 623,017 $ —

Acquisition of remaining Ambulnz-FMC North America, LLC.

through Due to seller and issuance of stock $ 7,000,000 $ —

Acquisition of Cardiac RMS, LLC $ 1,000,000 $ —

Reconciliation of cash and restricted cash

$ 120,056,897

$ 188,353,909

Cash $ 109,159,519 $ 198,138,395

Restricted cash 14,601,243 10,323,088

Total cash and restricted cash shown in the statements of cash

$ 127,518,718

$ 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.

Total cash and restricted cash shown in statement of cash flows $ 123,760,762 $ 208,461,483

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

and Subsidiaries

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

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

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

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

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

In connection with the Closing,

the registrant changed its name from Motion Acquisition Corp.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Description of Organization and Business Operations

On November 5, 2021 (the “Closing Date”), DocGo Inc., a Delaware corporation (formerly known as Motion Acquisition Corp prior to the Closing Date, “Motion” and after the Closing Date, “DocGo”), consummated the previously announced business combination (the “Closing”) pursuant to that certain Agreement and Plan of Merger dated March 8, 2021 (the “Merger Agreement”), by and among Motion Acquisition Corp., a Delaware corporation (“Motion”), Motion Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of Motion (“Merger Sub”), and Ambulnz, Inc., a Delaware corporation (“Ambulnz”).

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

to DocGo Inc.

As contemplated by the Merger Agreement and as

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

Securities and Exchange Commission

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

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

Agreement, the “Business Combination”).

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

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

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

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

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

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

In connection with the Business Combination, DocGo

raised $ 158.0 million of net proceeds.

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

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

in connection with the 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 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

on June 17, 2015, as a limited liability company.

On November 1, 2017, with an effective date of January 1, 2017, Ambulnz converted its

legal structure from a limited liability company to a C-corporation and changed its name to Ambulnz, Inc.

Ambulnz is the sole owner of

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

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

Wales, United Kingdom.

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

Securities and Exchange Commission (the “SEC”) on October 14, 2021 , Merger Sub was merged with and into Ambulnz, with Ambulnz continuing as the surviving corporation (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”).

As a result of the Merger, Ambulnz is a wholly-owned subsidiary of DocGo and each share of Series A preferred stock of Ambulnz, no par value (“Ambulnz Preferred Stock”), Class A common stock of Ambulnz, no par value (“Ambulnz Class A Common Stock”), and Class B common stock of Ambulnz, no par value (“Ambulnz Class B Common Stock,” together with Ambulnz Class A Common Stock, “Ambulnz Common Stock”) was cancelled and converted into the right to receive a portion of merger consideration issuable as common stock of DocGo, par value $ 0.0001 (“Common Stock”), pursuant to the terms and conditions set forth in the Merger Agreement.

In connection with the Business Combination, DocGo raised $ 158.0 million of net proceeds.

This amount was comprised of $ 43.4 million of cash held in Motion’s trust account from its initial public offering, net of DocGo’s transaction costs and underwriters’ fees of $ 9.6 million, and $ 114.6 million of cash in connection with the 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 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.

Ambulnz, LLC was originally formed in Delaware on June 17, 2015, as a limited liability company.

On November 1, 2017, with an effective date of January 1, 2017, Ambulnz, LLC converted its legal structure from a limited liability company to a C-corporation and changed its name to Ambulnz, Inc.

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

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

as well as within England and Wales, United Kingdom.

The Company derives revenue primarily from two operating segments:

Mobile Health Services and Transportation Services.

Mobile Health Services include services performed at homes, offices and other temporary or fixed locations, 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.

Transportation Services encompasses 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.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited Condensed Consolidated

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

GAAP”) and applicable rules and regulations of the 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

31, 2022 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including

notes required by U.S.

The unaudited Condensed Consolidated Financial

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

All intercompany accounts and transactions

are eliminated upon consolidation.

Noncontrolling interests (“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.

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

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

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

GAAP have been condensed or omitted pursuant to such rules and regulations.

As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Consolidated Financial Statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2022.

The Consolidated Balance Sheet as of December 31, 2022 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by U.S.

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

All intercompany accounts and transactions are eliminated upon consolidation.

Noncontrolling interests (“NCI”) on the unaudited Condensed Consolidated Financial Statements represent a portion of consolidated joint ventures and a variable interest entity in which the Company does not have direct equity ownership.

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

between Motion and Ambulnz, Inc.

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

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

Pursuant to the Business Combination, the merger between Motion and Ambulnz was accounted for as a reverse recapitalization in accordance with U.S.

GAAP (the “Reverse Recapitalization”).

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

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

stock for the net assets of Motion,

accompanied by a recapitalization.

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

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

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

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

Ambulnz, Inc.

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

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

for using the acquisition method of accounting.

Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Ambulnz stock for the net assets of Motion, accompanied by a recapitalization.

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

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

The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio ( 645.1452 to 1) established in the Business Combination.

Further, Ambulnz was determined to be the accounting acquirer in the transaction, as such, the acquisition is considered a business combination under Accounting Standards Codification (“ASC”), Topic 805, Business Combinations, (“ASC 805”) and was accounted for using the acquisition method of accounting.

Principles of Consolidation

The accompanying unaudited Condensed Consolidated

Financial Statements include the accounts of DocGo Inc.

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

(“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.

All significant intercompany transactions and balances have been eliminated in these unaudited Condensed Consolidated Financial Statements.

The Company holds a variable interest in Mobile Medical Healthcare P.C.

(“MD1”, formerly known as "MD1 Medical Care P.C.") which contracts with physicians and other health professionals in order to provide services to the Company.

MD1 is considered a variable interest entity (“VIE”) since it does not have sufficient equity to finance its activities without additional subordinated financial support.

An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits—that is, it has (1) the power to direct the activities of a VIE that most significantly impacts the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits).

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

Net income for the VIE was $ 120,217 for the six months ended June 30, 2023.

The VIE’s total assets, all of which were current assets apart from a fixed asset amounting to $ 5,237 , amounted to $ 773,458 as of June 30, 2023.

Total liabilities, all of which were current for the VIE, was $ 361,516 as of June 30, 2023.

The VIE’s total stockholders’ equity was $ 411,941 as of June 30, 2023.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Foreign Currency

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

The functional

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 .

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 (Loss) Income are translated at the weighted average rate of exchange during the applicable period.

The resulting unrealized cumulative translation adjustment for the six months ended June 30, 2023 was $ 649,436 .

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.

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

from these estimates.

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

results of operations will be affected.

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.

The most significant estimates in the Company’s financial statements relate to revenue recognition related to the allowance for doubtful accounts, stock based compensation, calculations related to the incremental borrowing rate for the Company’s lease agreements, estimates related to ongoing lease terms, software development costs, impairment of long-lived assets, goodwill and indefinite-lived intangible assets, business combinations, reserve for losses within the Company’s insurance deductibles, income taxes, and deferred income tax.

These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources.

Actual results may differ materially and adversely from these estimates.

To the extent there are material differences between the estimates and actual results, the Company’s future results of operations could be adversely 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.

At times, cash balances may exceed limits federally

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

The Company believes it is not exposed to significant credit

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

The Company has no financial instruments

with off-balance sheet risk of loss.

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.

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

The 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 Sheet Risk

The Company is potentially subject to concentration of credit risk with respect to its cash, cash equivalents and restricted cash, which the Company attempts to minimize by maintaining cash, cash equivalents and restricted cash with institutions of sound financial quality.

At times, cash balances may exceed limits federally insured by the Federal Deposit Insurance Corporation (“FDIC”).

The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the funds are held.

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

Major Customers

The Company 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 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

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart

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

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

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

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

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

The Company had one customer that accounted for approximately 36 % of sales and 36 % of net accounts receivable for the three months ended June 30, 2023 and one customer that accounted for approximately 41 % of sales and 36 % of net accounts receivable for the six months ended June 30, 2023.

The Company had one customer that accounted for approximately 29 % of sales and 15 % of net accounts receivable and another customer that accounted for 14 % of sales and 12 % of net accounts receivables for the three months ended June 30, 2022.

The Company had one customer that accounted for 30 % of sales and 15 % of net accounts receivable, and another customer that accounted for 17 % of sales and 12 % of net accounts receivable for the six months ended June 30, 2022.

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.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company had one vendor that accounted for approximately 13 % and 16 % of total cost for the three months ended June 30, 2023 and 2022, respectively.

The Company expects to maintain this relationship with the vendor and believes the services provided from this vendor are available from alternative sources.

The Company had one vendor that accounted for approximately 11 % and 12 % of total cost for the six months ended June 30, 2023 and 2022, respectively.

The Company expects to maintain this relationship with the vendor and believes the services provided from this vendor are available from alternative sources.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.

Reclassifications

Certain reclassifications of amounts previously

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

Certain reclassifications of amounts previously reported have been made to the accompanying unaudited Condensed Consolidated Financial Statements to maintain consistency between periods presented.

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 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.

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 $ 5,336,308 and $ 8,125,966 with foreign financial institutions on June 30, 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 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,

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 restriction period.

The Company is required to pledge or otherwise restrict a portion of cash and cash

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Liabilities associated with the risks that are retained by the Company within its high deductible limits are not discounted and are estimated, in part, by considering claims experience, exposure and severity factors and other actuarial assumptions.

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

ARM Insurance, Inc.

a Vermont-based wholly-owned captive insurance subsidiary of the Company, charges the operating subsidiaries premiums to insure the retained workers’ compensation, automobile liability, general liability and professional liability exposures.

Pursuant to Vermont insurance regulations, ARM Insurance, Inc.

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

The Company also maintains certain cash balances related to its insurance

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

claims and costs.

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

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 unaudited Condensed Consolidated Balance Sheets.

Fair Value of Financial Instruments

ASC 820, Fair Value Measurements , provides

guidance on the development and disclosure of fair value measurements.

Under this accounting guidance, fair value is defined as an exit

price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between

market participants at the measurement date.

As such, fair value is a market-based measurement that should be determined based on assumptions

that market participants would use in pricing an asset or a liability.

The accounting guidance classifies fair value

measurements in one of the following three categories for disclosure purposes:

Quoted prices in active markets

for identical assets or liabilities.

Inputs other than Level 1 prices

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

Unobservable inputs which are

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

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

Fair value measurements discussed herein are based

upon certain market assumptions and pertinent information available to management as of 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

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

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

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

ASC 820, Fair Value Measurements , provides guidance on the development and disclosure of fair value measurements.

Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes:

Quoted prices in active markets for identical assets or liabilities.

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

Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2023 and December 31, 2022.

For certain financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, restricted cash, accounts payable and accrued expenses, and due to seller, the carrying amounts approximate their fair values as it is short term in nature.

The notes payable are presented at their carrying value, which based on borrowing rates currently available to the Company for loans with similar terms, approximates its fair values.

Level 3 instruments are valued based on unobservable inputs that are supported by little or no market activity and reflect the Company’s own assumptions in measuring fair value.

Future 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 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 Medical Transportation, LLC (“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.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

The outstanding balance as of June 30, 2023 increased to $ 2,587,104 as a result of foreign exchange fluctuations.

For Government Medical Services, LLC ("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.

For Cardiac RMS, LLC ("CRMS"), an amount of 15,822,190 was recorded in Contingent consideration to be paid out over 36 months for the remaining 49 % equity of CRMS, based on CRMS' attainment of full-year EBITDA targets (see Note 4).

Accounts Receivable

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

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 rates.

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

deemed uncollectible are offset against the allowance for uncollectible accounts.

The Company generally does not require collateral for

accounts receivable.

Billings typically are 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 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 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 (Loss) 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:

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

Buildings 39 years

Office equipment and furniture 3 years

Vehicles 5 - 8 years

Medical equipment 5 years

Leasehold improvements Shorter of useful life of asset or lease term

Expenditures for repairs and maintenance are expensed as incurred.

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

Software Development Costs

Costs incurred during the preliminary project

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

The Company capitalizes software development

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

Costs incurred in developing the application

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

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

Costs incurred during the preliminary project stage, maintenance costs and routine updates and enhancements of products are expensed as incurred.

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

Costs incurred in developing the application of its software and costs incurred to upgrade or enhance product functionalities are capitalized when it is probable that the expenses would result in future economic benefits to the Company and the functionalities and enhancements are used for their intended purpose.

Capitalized software costs are amortized over its useful life.

Estimated useful life of software development

activities are reviewed annually or whenever events or changes in circumstances indicate that intangible assets may be impaired and adjusted

as appropriate to reflect upcoming development activities that may include significant upgrades or enhancements to the existing functionality.

Business Combinations

The Company accounts for its business combinations

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

accounting be used for all business combinations.

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

acquisition at their respective fair values.

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

must meet to be recognized and reported apart from goodwill.

Estimated useful life of software development activities are reviewed annually or whenever events or changes in circumstances indicate that intangible assets may be impaired and adjusted as appropriate to reflect upcoming development activities that may include significant upgrades or enhancements to the existing functionality.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Goodwill represents the excess purchase price

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

If the business combination

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

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

Changes in fair value of contingent

consideration resulting from events after the acquisition date, such as earn-outs, are recognized as follows:

(1) if the contingent consideration

is classified as equity, the contingent consideration is not re-measured and its subsequent settlement is accounted for within equity,

or (2) if the contingent consideration is classified as a liability, the changes in fair value are recognized in earnings.

For transactions

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

The Company capitalizes

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

with business combinations.

The estimated fair value of net assets to be

acquired, including the allocation of the fair value to identifiable assets and liabilities, is determined using established valuation

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Business Combinations

The Company accounts for its business combinations under the provisions of ASC 805-10, Business Combinations (“ASC 805-10”), which requires that the purchase method of accounting be used for all business combinations.

Assets acquired and liabilities assumed, including NCI, are recorded at the date of acquisition at their respective fair values.

ASC 805-10 also specifies criteria that intangible assets acquired in a business combination must meet to be recognized and reported apart from goodwill.

Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination.

If the business combination provides for contingent consideration, the Company records the contingent consideration at fair value at the acquisition date and any changes in fair value after the acquisition date are accounted for as measurement-period adjustments.

Changes in fair value of contingent consideration resulting from events after the acquisition date, such as earn-outs, are recognized as follows:

(1) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement is accounted for within equity, or (2) if the contingent consideration is classified as a liability, the changes in fair value are recognized in earnings.

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

The Company capitalizes acquisition-related costs and fees associated with asset acquisitions and immediately expenses acquisition-related costs and fees associated with business combinations.

The estimated fair value of net assets to be acquired, including the allocation of the fair value to identifiable assets and liabilities, is determined using established valuation techniques.

Management uses assumptions based on historical knowledge of the business and projected financial information of the target.

These assumptions may vary based on future events, perceptions of different market participants and other factors outside the control

of management, and such variations may be significant to estimated values.

These assumptions may vary based on future events, perceptions of different market participants and other factors outside the control of management, and such variations may be significant to estimated values.

Impairment of Long-Lived Assets

The Company evaluates the recoverability of the

recorded amount of long-lived assets, primarily property and equipment and finite-lived intangible assets, whenever events or changes

in circumstance indicate that the recorded amount of an asset may not be fully recoverable.

An impairment is assessed when the undiscounted

expected future cash flows derived from an asset are less than its carrying amount.

If an asset is determined to be impaired, the impairment

to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair value.

Assets targeted for disposal

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

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 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.

The Company evaluates the recoverability of the recorded amount of long-lived assets, primarily property and equipment and finite-lived intangible assets, whenever events or changes in circumstance indicate that the recorded amount of an asset may not be fully recoverable.

An impairment is assessed when the undiscounted expected future cash flows derived from an asset are less than its carrying amount.

If an asset is determined to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair value.

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

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 Assets

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

(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.

Line of Credit

The costs associated with the Company’s

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

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

Related Party Transactions

The Company defines related parties as affiliates

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

owners (beneficial owners of more than 10 % of the voting interest), management, and 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 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.

The Company defines related parties as affiliates of the Company, entities for which investments are accounted for by the equity method, trusts for the benefit of employees, principal owners (beneficial owners of more than 10 % of the voting

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

interest), management, and members of immediate families of principal owners or management, other parties with which the Company may deal with if one party controls or can significantly influence management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

Related party transactions are recorded within operating expenses in the Company’s unaudited Condensed Consolidated Statement of Operations and Comprehensive (Loss) Income.

For details regarding the related party transactions that occurred during the periods ended June 30, 2023 and 2022, refer to Note 16.

Revenue Recognition

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

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

To determine revenue recognition for contractual

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

each contract with a customer;

On January 1, 2019, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (“ASC 606”), as amended.

To determine revenue recognition for contractual arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:

(1) identify each contract with a customer;

(2) identify the performance obligations in the contract;

(3) determine the transaction price;

the transaction price to performance obligations in the contract;

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

is satisfied.

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

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

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

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

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.

(4) allocate the transaction price to performance obligations in the contract;

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

The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services the Company provides to the customer.

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 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 payor.

Nature of Our Services

1 unchanged sentence

Transportation Services :

These services encompass both emergency

response and non-emergency transport services.

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.

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, 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.

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

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 utilized.

As the performance associated with such services is known and quantifiable at the end of a period in which the services occurred (i.e., monthly or quarterly), revenues are typically recognized in the respective period performed.

The typical billing cycle for Transportation Services and Mobile Health services is same day to 5 days with payments generally due within 30 days.

For large municipal customers in the Mobile Health segment, invoices are generally produced on a monthly basis, in arrears, and are generally due within 30-60 days of when they are submitted to the customer.

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

The Company’s Transportation Services and Mobile Health services each represent a

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

is known and quantifiable at the end of a period in which the services occurred (i.e., monthly or quarterly), revenues are typically recognized

in the respective period performed.

The typical billing cycle for Transportation Services and Mobile Health services is same day to 5

days with payments generally due within 30 days.

For Transportation Services, the Company estimates the amount of 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

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

performance obligations at the same time.

For Transportation Services, where the customer pays fixed rate usage-based fees, the actual

usage in the period represents the best measure of progress.

Generally, for Mobile Health services, the customer simultaneously receives

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

obligations at the same time.

For certain Mobile Health services that have a fixed fee arrangement, and the services are provided over

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

Disaggregation of revenue

In the following table, revenue is disaggregated

by geography and by service line:

Three Months Ended

Revenue Breakdown

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

For Transportation Services, where the customer pays fixed rate usage-based fees, the actual usage in the period represents the best measure of progress.

Generally, for Mobile Health services, the customer simultaneously receives and consumes the benefits provided by the Company as the performance obligations are fulfilled, therefore the Company satisfies performance obligations at the same time.

For certain Mobile Health services that have a fixed fee arrangement, and the services are provided over time, revenue is recognized over time as the services are provided to the customer.

In the following table, revenue is disaggregated as follows:

Revenue Breakdown Three Months Ended

June 30, Six Months Ended

2023 2022 2023 2022

Primary Geographical Markets

7 unchanged sentences

Stock Based Compensation

The Company expenses stock-based compensation over the requisite service

period based on the estimated grant-date fair value of the awards.

The Company estimates the fair value of stock option grants using the

Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s

best estimates and involve inherent uncertainties and the application of management’s judgment.

The Company accounts for forfeitures

as they occur.

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

of Operations and Comprehensive (Loss) Income.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

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

The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.

The Company accounts for forfeitures as they occur.

All stock-based compensation costs are recorded in operating expenses in the unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

Earnings per Share

Earnings per share represents the net income

attributable to stockholders divided by the weighted-average number of shares outstanding during the period.

Diluted earnings per share

reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into

common stock of the Company during the reporting periods.

Potential dilutive common stock equivalents consist of the incremental common

stock issuable upon 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.

Earnings per share represents the net income attributable to stockholders divided by the weighted-average number of shares outstanding during the period.

Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock of the Company during the reporting periods.

Potential dilutive common stock equivalents consist of the incremental common stock issuable upon exercise of warrants and the incremental shares issuable upon conversion of stock options.

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

and Subsidiaries

the Three Months

Ended March 31,

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended

June 30, Six Months Ended

2023 2022 2023 2022

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

4 unchanged sentences

Weighted-average shares - dilutive 103,585,661 115,279,676 103,085,257 116,347,874

Net (loss) income share - basic

Net (loss) income share - diluted

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

and Subsidiaries - Basic ( 0.02 ) 0.13 ( 0.05 ) 0.23

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

and Subsidiaries - Diluted ( 0.02 ) 0.11 ( 0.05 ) 0.20

Anti-dilutive employee share-based awards excluded 9,181,239 — 9,181,239 —

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” 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

investment is initially measured at cost and subsequently increased or decreased to recognize the Company’s share of income and

losses of the investee, capital contributions and distributions and impairment losses.

The Company performs a qualitative assessment

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

The Company 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 “(Loss)/gain on initial equity method investments” on the unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

The Company’s judgment regarding its level of influence over the equity method investee includes considering key factors, such as ownership interest, representation on the board of directors, and participation in policy-making decisions.

On November 1, 2021, the Company acquired a 20 % interest in National Providers Association, LLC (“NPA”) for $ 30,000 .

The Company’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.

Effective December 21, 2021, three members withdrew from NPA resulting in the remaining two members obtaining the remaining ownership percentage.

As of December 31, 2022 and June 30, 2023, DocGo owned 50 % of NPA.

Under the equity method, the Company’s investment is initially measured at cost and subsequently increased or decreased to recognize the Company’s share of income and losses of the investee, capital contributions and distributions and impairment losses.

The Company performs a qualitative assessment annually and recognizes an impairment if there are sufficient indicators that the fair value of the investment is less than carrying value.

The Company categorizes leases at its inception as either operating or finance leases based on the criteria in FASB ASC 842, Leases , (“ASC 842”).

The Company adopted ASC 842 on January 1, 2019, using the modified retrospective approach, and has established a Right-of-Use (“ROU”) Asset and a current and non-current lease liability for each lease arrangement identified.

The lease liability is recorded at the present value of future lease payments discounted using the discount rate that approximates the Company’s incremental borrowing rate for the lease established at the commencement date, and the ROU asset is measured as the lease liability plus any initial direct costs, less any lease incentives received before commencement.

The Company recognizes a single lease cost, so that the remaining cost of the lease is allocated over the remaining lease term on a straight-line basis.

The Company has lease arrangements for vehicles, equipment, and facilities.

These leases typically have original terms not exceeding 10 years and, in some cases contain multi-year renewal options, none of which are reasonably certain of exercise.

The Company’s lease arrangements may contain both lease and non-lease components.

The Company has elected

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

The Company categorizes leases at its inception

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

The Company adopted

ASC 842 on January 1, 2019, using the modified retrospective approach, and has established a Right-of-Use (“ROU”) Asset and

a current and non-current lease liability for each lease arrangement identified.

The lease liability is recorded at the present value

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

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

any lease incentives received before commencement.

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

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

The Company has lease arrangements for vehicles,

equipment, and facilities.

These leases typically have original terms not exceeding 10 years and, in some cases contain multi-year renewal

options, none of which are reasonably certain of exercise.

The Company’s lease arrangements may contain both lease and non-lease

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

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

Regarding short-term leases, ASC 842-10-25-2

permits an entity to make a policy election not to apply the recognition requirements of ASC 842 to short-term leases.

The Company has

elected not to apply the ASC 842 recognition criteria to any leases that qualify as Short-Term Leases.

Income taxes are recorded in accordance with

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

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.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

to combine and account for lease and non-lease components as a single lease component.

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

Regarding short-term leases, ASC 842-10-25-2 permits an entity to make a policy election not to apply the recognition requirements of ASC 842 to short-term leases.

The Company has elected not to apply the ASC 842 recognition criteria to any leases that qualify as Short-Term Leases.

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

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.

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.

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.

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.

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Recently Issued Accounting Standards Not Yet Adopted

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 should not have a material impact on the Company’s unaudited Condensed Consolidated Financial Statements.

Property and Equipment, net

Property and equipment, net, as of March 31,

2023 and December 31, 2022 are as follows:

March 31, 2023

Property and equipment, net, as of June 30, 2023 and December 31, 2022 are as follows:

2023 December 31,

3 unchanged sentences

Leasehold improvements 636,304 579,658

Accumulated depreciation

( 10,045,450 )

Buildings 527,283 527,283

Land 37,800 37,800

$ 33,492,886 $ 29,782,188

Accumulated depreciation ( 11,555,392 ) ( 8,524,013 )

Property and equipment, net $ 21,937,494 $ 21,258,175

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

The Company recorded depreciation expense of $ 1,590,037 and $ 729,560 for the three months ended June 30, 2023 and 2022, respectively.

The Company recorded depreciation expense of $ 3,072,647 and $ 1,441,438 for six months ended June 30, 2023 and 2022, respectively.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Acquisition of Businesses

Government Medical Services, LLC

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

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

The aggregate

purchase price consisted of $ 20,338,789 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 $ 1,001,883 for the twelve months ended December 31, 2022.

On July 6, 2022, Holdings acquired 100 % of the outstanding shares of common stock of GMS, a provider of medical services.

The aggregate 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 $ 1,001,883 for the twelve months ended December 31, 2022.

Exceptional Medical Transportation, LLC

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 $56,571 for the twelve

months ended December 31, 2022.

On July 13, 2022, Holdings acquired 100 % of the outstanding shares of common stock of 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 and totaled $ 56,571 for the twelve months ended December 31, 2022.

Ryan Brothers Fort Atkinson, LLC

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

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 obligations.

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.

Acquisition costs are included in general and administrative expenses and 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

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 expect this acquisition to help 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 twelve months ended December 31, 2022.

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,

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 LMS.

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):

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.

The Company paid $ 11,279,201 of deferred consideration to LMS during the six months ended June 30, 2023.

Acquisition costs are included in general and administrative expenses and totaled $ 4,200 for the twelve months ended December 31, 2022.

Cardiac RMS, LLC

Location Medical Services

Community Ambulance Service

Ryan Brothers

Exceptional Medical Transport

Government Medical Services

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 six months ended June 30, 2023.

Ambulnz-FMC North America LLC

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On April 1, 2023, the Company acquired the remaining outstanding shares of Ambulnz-FMC North America LLC common stock from its joint venture with Ambulnz Holdings, LLC, in exchange for $ 4,000,000 in cash and $ 3,000,000 in stock.

Ambulnz-FMC North America LLC is a prominent healthcare company that focuses on providing vital products and services for patients suffering from kidney diseases and renal failure.

Acquisition costs are included in general and administrative expenses totaling approximately $ 35,560 for the three and six months ended June 30, 2023, respectively.

Healthworx LLC

On May 10, 2023, the Company acquired the remaining outstanding shares of common stock from its joint venture with Rapid Reliable Testing, in exchange for $ 1,385,156 in cash.

The following table presents the preliminary allocation of the assets acquired and liabilities assumed:

Ambulnz-FMC North America LLC

Cardiac RMS LLC Location Medical Services Community Ambulance Service Ryan Brothers Exceptional

Medical Transport Government Medical Services Total

Consideration:

1 unchanged sentence

Stock Consideration 3,000,000 1,000,000 — — — — — 4,000,000

Deferred consideration

Due to Seller — — 11,279,201 — — 6,000,000 — 17,279,201

Amounts held under an escrow account — — — — — 1,333,333 — 1,333,333

Contingent consideration

Contingent Liability — 15,822,190 2,475,540 — 4,000,000 1,080,000 3,000,000 26,377,730

Total consideration $ 7,000,000 $ 25,822,190 $ 14,057,191 $ 5,541,269 $ 11,422,252 $ 14,788,333 $ 23,338,789 $ 101,970,024

Recognized amounts of identifiable assets acquired and liabilities assumed

Cash $ — $ 1,574,604 $ 5,404,660 $ 892,218 $ 620,548 $ 299,050 $ 1,005,453 $ 9,796,533

Accounts receivable — 2,033,533 623,635 7,002,325 5,844,494 3,785,490 3,975,160 23,264,637

7 unchanged sentences

Total liabilities assumed — 2,651,615 1,053,439 6,475,944 6,176,197 4,084,540 700,048 21,141,783

Goodwill/(Gain on bargain purchase)

( 1,593,612 )

Noncontrolling interests 2,567,037 — — — — — — 2,567,037

Goodwill — 8,642,190 6,009,128 ( 1,593,612 ) 8,484,566 12,212,433 8,718,398 42,473,103

Additional paid-in-capital 4,432,963 — — — — — — 4,432,963

Total purchase price $ 7,000,000 $ 25,822,190 $ 14,057,191 $ 5,541,269 $ 11,422,252 $ 14,788,333 $ 23,338,789 $ 101,970,024

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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”).

Due to operational processes, the filing was extended and finalized on February 3, 2023.

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 the assets.

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.

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.

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:

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Pre ABC Adjustment 2022 Adjustments December 31, 1Q23 Adjustments June 30,

Current assets:

Cash and cash equivalents $ ( 190,312 ) $ 190,312 $ — $ — $ —

$ ( 190,312 )

Accounts receivable, net 1,219,927 ( 1,219,927 ) — — —

( 1,219,927 )

Prepaid expenses and other current assets 22,850 ( 22,850 ) — — —

Total current assets 1,052,465 ( 1,052,465 ) — — —

( 1,052,465 )

Property and equipment, net 1,107,279 ( 1,107,279 ) — — —

( 1,107,279 )

Intangibles, net 30,697 ( 30,697 ) — — —

( 5,085,689 )

Goodwill 5,085,689 ( 5,085,689 ) — — —

Operating lease right-of-use assets 29,753 ( 29,753 ) — — —

Assets held for sale — 4,480,344 4,480,344 ( 4,480,344 ) —

( 4,480,344 )

( 17,957,076 )

$ ( 2,921,958 )

$ ( 22,437,420 )

Other assets 18,053,495 ( 96,419 ) 17,957,076 ( 17,957,076 ) —

Total assets $ 25,359,378 $ ( 2,921,958 ) $ 22,437,420 $ ( 22,437,420 ) $ —

LIABILITIES AND STOCKHOLDERS’ EQUITY

1 unchanged sentence

Accounts payable $ 196,122 $ ( 196,122 ) $ — $ — $ —

$ ( 196,122 )

Accrued liabilities 63,655,442 ( 4,250,603 ) 59,404,839 ( 59,404,839 ) —

( 4,250,603 )

( 59,404,839 )

Operating lease liability, current 33,619 ( 33,619 ) — — —

Liabilities held for sale — 4,480,344 4,480,344 ( 4,480,344 ) —

( 4,480,344 )

Total current liabilities 63,885,183 — 63,885,183 ( 63,885,183 ) —

( 63,885,183 )

Total liabilities $ 63,885,183 $ — $ 63,885,183 $ ( 63,885,183 ) $ —

$ ( 63,885,183 )

STOCKHOLDERS’ EQUITY:

Accumulated deficit $ ( 38,525,805 ) $ ( 2,921,958 ) $ ( 41,447,763 ) $ 41,447,763 $ —

$ ( 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 ) 41,447,763 —

( 38,525,805 )

( 2,921,958 )

( 41,447,763 )

Noncontrolling interests — — — — —

Total stockholders’ equity $ ( 38,525,805 ) $ ( 2,921,958 ) $ ( 41,447,763 ) $ 41,447,763 $ —

$ ( 38,525,805 )

$ ( 2,921,958 )

$ ( 41,447,763 )

Total liabilities and stockholders’ equity $ 25,359,378 $ ( 2,921,958 ) $ 22,437,420 $ ( 22,437,420 ) $ —

$ ( 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 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:

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 .

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.

The carrying value of Goodwill amounts $ 47,820,840 , the changes in the carrying value of Goodwill for the period ended June 30, 2023 are as noted in the tables below:

Carrying Value

Balance as of December 31, 2022

Balance at December 31, 2022 $ 38,900,413

Goodwill acquired during the period 8,642,190

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

Computer software

Operating licenses

Internally developed software

Balance at June 30, 2023 $ 47,820,840

Intangible assets consist of the following as of June 30, 2023 and December 31, 2022:

June 30, 2023

Estimated Useful

Life (Years) Gross Carrying

Amount Additions Accumulated

Amortization Net Carrying

Patents 15 years $ 62,823 $ 18,265 $ ( 12,800 ) $ 68,288

Computer software 5 years 247,828 — ( 231,731 ) 16,097

Operating licenses Indefinite 8,799,004 600,000 — 9,399,004

Internally developed software 4 - 5 years

8,284,058 1,208,506 ( 7,977,777 ) 1,514,787

Material contracts

Customer relationship

Non-compete agreements

Material Contracts Indefinite 62,550 — — 62,550

Customer Relationship 9 years

12,397,954 15,924,323 ( 1,744,211 ) 26,578,066

Trademark 8 years

326,646 14,721 ( 24,891 ) 316,476

Non-compete Agreement 5 years

— 100,000 ( 5,000 ) 95,000

$ 30,180,863 $ 17,865,815 $ ( 9,996,410 ) $ 38,050,268

December 31, 2022

Gross Carrying

Computer software

Operating licenses

Internally developed software

Estimated Useful

Life (Years) Gross Carrying

Amount Additions Accumulated

Amortization Net Carrying

Patents 15 years $ 48,668 $ 14,155 $ ( 10,116 ) $ 52,707

Computer software 5 years 294,147 ( 46,319 ) ( 224,886 ) 22,942

Operating licenses Indefinite 8,375,514 423,490 — 8,799,004

Internally developed software 4 - 5 years

6,013,513 2,270,545 ( 6,378,911 ) 1,905,147

Material contracts

Customer relationship

Material contracts Indefinite — 62,550 — 62,550

Customer relationship 8 - 9 years

— 12,397,954 ( 594,301 ) 11,803,653

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

Trademark 8 years

— 326,646 ( 3,403 ) 323,243

$ 14,731,842 $ 15,449,021 $ ( 7,211,617 ) $ 22,969,246

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company recorded amortization expense of $ 1,414,944 and $ 645,715 for the three months ended June 30, 2023 and 2022, respectively.

The Company recorded amortization expense of $ 2,780,580 and $ 1,279,078 for the six months ended June 30, 2023 and 2022, respectively.

Future amortization expense at June 30, 2023 for the next five years and in the aggregate are as follows:

2023, remaining $ 1,958,683

2024 3,865,944

2025 3,816,044

2026 3,247,559

2027 3,246,843

Thereafter 12,453,641

Total $ 28,588,714

Accrued Liabilities

Accrued liabilities consist of the following

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

Accrued liabilities consist of the following as of June 30, 2023 and December 31, 2022:

2023 December 31,

Accrued subcontractors $ 10,829,445 $ 8,101,150

Accrued general expenses

Accrued workers compensation and insurance liabilities 10,330,099 3,766,469

Accrued general expenses 6,296,541 11,436,462

Accrued payroll 3,752,317 4,245,838

Accrued bonus 1,120,425 1,500,717

Accrued legal fees 1,048,393 344,417

Other current liabilities 634,526 706,528

Accrued lab fees 396,255 584,203

Accrued legal fees

Accrued fuel and maintenance 314,894 253,243

3 unchanged sentences

Line of Credit

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.

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.

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 as of March 31, 2023, there is no amount outstanding.

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Notes Payable

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 TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

coverage ratio, as defined in the agreement.

The Company has not made any draws under the facility and as of June 30, 2023, there is no amount outstanding.

Notes Payable

March 31, 2023

The Company has various loans with finance companies with monthly installments aggregating $ 69,469 , inclusive of interest ranging from 2.5 % through 10.1 %.

The notes mature at various times through 2028 and are secured by transportation equipment.

The following table summarizes the Company’s notes payable:

2023 December 31,

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

Equipment and financing loans payable, between 2.5 % and 10.1 % interest and maturing between January 2023 and May 2028

$ 2,276,824 $ 1,901,514

Loan received pursuant to the Payroll Protection Program Term Note — —

2 unchanged sentences

Total non-current portion of notes payable $ 1,580,516 $ 1,236,601

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:

Interest expense was $ 32,375 and $ 20,949 for the three months period ended June 30, 2023 and 2022, respectively.

Interest expense was $ 61,409 and $ 43,508 for the six months period ended June 30, 2023 and 2022, respectively.

Future minimum annual maturities of notes payable as of June 30, 2023 are as follows:

Notes Payable

2023, remaining $ 322,096

Thereafter 54,208

Total maturities $ 2,276,824

1 unchanged sentence

Long-term portion of notes payable $ 1,580,516

and Subsidiaries

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:

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 performance.

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.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 March 31, 2023

$ 113,002,703

Services Mobile Health

Services Corporate Total

Three Months Ended June 30, 2023

Revenues $ 45,422,151 $ 80,064,609 $ — $ 125,486,760

Income (loss) from operations ( 537,625 ) 18,217,665 ( 16,104,086 ) 1,575,954

( 21,173,786 )

( 6,902,587 )

Total assets 121,884,046 142,049,757 126,352,242 390,286,045

Depreciation and amortization expense 1,940,635 1,201,771 688,655 3,831,061

1 unchanged sentence

Long-lived assets 66,188,807 48,454,044 11,418,092 126,060,943

Three Months Ended March 31, 2022

$ 117,891,552

Capital expenditures 3,268,147 806,681 720,659 4,795,487

Three Months Ended June 30, 2022

Revenues $ 22,175,233 $ 87,344,071 $ — $ 109,519,304

Income (loss) from operations ( 5,398,799 ) 30,234,461 ( 17,377,905 ) 7,457,757

( 2,538,760 )

( 10,768,973 )

Total assets 67,477,663 55,936,426 208,441,299 331,855,388

Depreciation and amortization expense 1,124,521 217,389 695,861 2,037,771

1 unchanged sentence

Long-lived assets 36,437,097 4,232,044 2,691,150 43,360,291

Long-lived assets include Property, plant and

equipment, Goodwill and Intangible assets.

Capital expenditures 1,157,537 23,513,762 542,628 25,213,927

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Transportation

Services Mobile Health

Services Corporate Total

Six Months Ended June 30, 2023

Revenues $ 85,478,096 $ 153,011,367 $ — $ 238,489,463

Income (loss) from operations 433,522 31,159,245 ( 36,919,400 ) ( 5,326,633 )

Total assets 121,884,046 142,049,757 126,352,242 390,286,045

Depreciation and amortization expense 3,803,939 1,918,310 1,758,141.00 7,480,390

Stock compensation 475,605 299,822 11,025,711 11,801,138

Long-lived assets 66,188,807 48,454,044 11,418,092 126,060,943

Capital Expenditures 13,632,633 26,539,244 2,467,347 42,639,224

Six Months Ended June 30, 2022

Revenues $ 49,987,743 $ 177,423,113 $ — $ 227,410,856

Income (loss) from operations ( 7,879,188 ) 53,578,388 ( 28,146,878 ) 17,552,322

Total assets 67,477,663 55,936,426 208,441,299 331,855,388

Depreciation and amortization expense 2,439,121 430,645 1,369,026 4,238,792

Stock compensation 892,876 268,966 2,260,714 3,422,556

Long-lived assets 36,437,097 4,232,044 2,691,150 43,360,291

Capital Expenditures 2,100,320 23,605,840 1,220,515 26,926,675

Long-lived assets include property and equipment, goodwill, intangible assets, operating lease right-of-use assets and finance lease right-of-use 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.

The table below shows long-lived assets by geographic location.

2023 June 30,

Primary Geographical Markets

United States 106,605,989 41,246,102

United Kingdom 19,454,954 2,114,189

Total Long-Lived Assets 126,060,943 43,360,291

Revenues by geographic location are included in Note 2.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Share Repurchase Program

On May 24, 2022, the Board of Directors authorized a share repurchase program to purchase up to $ 40 million of the Company’s common stock (the “Program”).

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

These shares were subsequently cancelled.

There were no shares repurchased during the three and six months ended June 30, 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 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.

Stock Based Compensation

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.

The Company’s stock options generally vest on various terms based on continuous services over periods ranging from three to five years .

The stock options are subject to time vesting requirements through 2032 and are nontransferable.

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

On 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

On June 30, 2023, approximately 3.0 million employee stock 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.

Before the Company’s shares of stock were publicly traded, management took the average of several publicly traded companies that were representative of the Company’s size and industry in order to estimate its expected stock volatility.

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

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

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

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

The following assumptions were used to compute the fair value of the stock option grants during the period ended June 30, 2023 and 2022:

Period Ended June 30,

Risk-free interest rate 4.14 % 0.71 %

0.71 % - 4.31 %

Expected term (in years) 6.25 4

Volatility 56 % 60 %

Dividend yield 0 % 0 %

The following table summarizes the Company’s

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the Company’s stock option activity under the Plan for the period ended June 30, 2023:

Shares Weighted

Exercise Price Weighted

Life in Years Aggregate

Balance as of, December 31, 2022 11,571,308 $ 7.11 9.05 $ 39,389,063

2 unchanged sentences

Cancelled during the year ( 275,135 ) 7.82 — —

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.

Balance as of June 30, 2023 11,252,392 7.28 8.62 46,592,930

Options vested and exercisable at June 30, 2023 3,005,069 $ 6.36 7.89 9,093,754

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

The weighted average grant date fair value per share for stock option grants during the periods ended June 30, 2023 and December 31, 2022 was $ 8.61 and $ 7.04 , respectively.

On June 30, 2023 and December 31, 2022, the total unrecognized compensation related to unvested stock option awards granted was $ 30,583,415 and $ 41,666,564 , respectively, which the Company expects to recognize over a weighted-average period of approximately 3.73 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 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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

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 (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 .

Activity under RSUs was as follows:

Average Grant Date

RSUs Weighted-

Balance as of, December 31, 2022 305,587 $ 8.35

Granted 101,358 7.64

Vested during the year ( 136,258 ) 8.02

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.

Forfeited — —

Balance as of, June 30, 2023 270,687 8.25

Vested and unissued at June 30, 2023 192,500 8.25

Non-vested at June 30, 2023 270,687 8.25

The total grant-date fair value of RSUs granted during the period ended June 30, 2023 was $ 774,218 .

The Company recorded stock-based compensation expense related to RSUs of $ 663,748 and $ 1,093,423 for the three and six months ended June 30, 2023, respectively,

As of June 30, 2023, the Company had $ 2,232,968 in unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted-average period of approximately 0.8 years.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

The table below comprise lease expenses for the

periods ended March 31, 2023 and 2022:

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 2032.

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

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

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

Determining the lease term and amount of lease payments to include in the calculation of the right-of-use (ROU) asset and lease obligations for leases containing options requires the use of judgment to determine whether the exercise of an option is reasonably certain and whether the optional period and payments should be included in the calculation of the associated ROU asset and lease obligation.

In making such judgment, the Company considers all relevant economic factors that would require whether to exercise or not exercise the option.

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 rate.

The Company benchmarked itself against other companies of similar credit ratings and comparable quality and derived imputed rates, which were used to discount its real estate lease liabilities.

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

The table below comprise lease expenses for the periods ended June 30, 2023 and 2022:

Three Months Ended

June 30, Six Months Ended

Components of total lease cost:

2023 2022 2023 2022

Operating lease expense $ 865,987 $ 428,728 $ 1,622,232 $ 891,353

1 unchanged sentence

Total lease cost $ 1,234,017 $ 702,329 $ 2,326,580 $ 1,420,050

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 Position as of June 30, 2023

Right-of-use lease assets and lease liabilities for the Company’s operating leases were recorded in the unaudited Condensed Consolidated Balance Sheets as follows:

June 30, 2023 December 31, 2022

Lease right-of-use assets $ 9,288,582 $ 9,074,277

6 unchanged sentences

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Lease Terms and Discount Rate

The table below presents certain information related to the weighted average remaining lease term and the weighted average discount rate for the Company’s finance leases as of June 30, 2023:

Weighted average remaining lease term (in years) - operating leases 4.53

1 unchanged sentence

Undiscounted Cash Flows

Future minimum lease payments under the operating

leases as of March 31, 2023 were as follows:

Future minimum lease payments under the operating leases at June 30, 2023 are as follows:

2023, remaining $ 1,543,710

2027 and thereafter

2024 2,769,206

2025 2,751,071

2026 1,997,054

2027 1,770,143

Total future minimum lease payments 10,831,184

1 unchanged sentence

Present value of future minimum lease payments $ 9,641,386

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.

Operating lease expense was approximately $ 865,987 and $ 428,728 for the three months ended June 30, 2023 and 2022, respectively.

Operating lease expense was approximately $ 1,622,232 and $ 891,353 for the six months ended June 30, 2023 and 2022, respectively.

For the three months ended June 30, 2023, the Company made $ 865,987 of fixed cash payments related to operating leases and $ 766,492 related to finance leases.

For the three months ended June 30, 2022, the Company made $ 428,728 of fixed cash payments related to operating leases and $ 851,307 related to finance leases.

For the six months ended June 30, 2023, the Company made $ 1,622,232 of fixed cash payments related to operating leases and $ 1,510,523 related to finance leases.

For the six months ended June 30, 2022, the Company made $ 891,353 of fixed cash payments related to operating leases and $ 1,473,882 related to finance leases.

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.

The Company leases vehicles under a non-cancelable finance lease agreements with a liability of $ 8,643,832 and $ 8,646,803 as of June 30, 2023 and December 31, 2022, respectively.

This includes accumulated depreciation expense of $ 9,553,571 and $ 7,096,966 as of June 30, 2023 and December 31, 2022, respectively.

Depreciation expense for the vehicles under non-cancelable lease agreements amounted to $ 826,180 and $ 662,495 for the three months ended June 30, 2023 and 2022, respectively.

Depreciation expense for the vehicles under non-cancelable lease agreements amounted to $ 1,627,263 and $ 1,518,276 for the six months ended June 30, 2023 and 2022, respectively.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Gain on lease remeasurement

In June 2022, the Company reassessed its finance

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 in the unaudited Condensed Consolidated

Statements of Operations and Comprehensive (Loss) Income.

In June 2022, the Company reassessed its finance 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 (Loss) Income.

Lease Payments

The table below presents lease payments for the

periods ended March 31, 2023 and 2022:

The table below presents lease payments for the periods ended June 30, 2023 and 2022:

Three Months Ended

June 30, Six Months Ended

Components of total lease payment:

2023 2022 2023 2022

Finance lease payment $ 766,492 $ 851,307 $ 1,510,522 $ 1,473,882

1 unchanged sentence

Total lease payments $ 766,492 $ 851,307 $ 1,510,522 $ 1,473,882

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 Position as of June 30, 2023

Right-of-use lease assets and lease liabilities for the Company’s finance leases were recorded in the unaudited Condensed Consolidated Balance Sheets as follows:

2023 December 31,

Lease right-of-use assets $ 8,963,759 $ 9,039,663

6 unchanged sentences

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:

The table below presents certain information related to the weighted average remaining lease term and the weighted average discount rate for the Company’s finance leases as of June 30, 2023:

Weighted average remaining lease term (in years) - finance leases 3.57

Weighted average discount rate - finance leases 5.95 %

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Undiscounted Cash Flows

Future minimum lease payments under the finance

leases as of March 31, 2023 were as follows:

Future minimum lease payments under the finance leases at June 30, 2023 are as follows:

Finance Leases

2023, remaining $ 1,695,729

2027 and thereafter

2024 2,840,410

2025 2,561,843

2026 1,779,618

Total future minimum lease payments 9,542,214

1 unchanged sentence

Present value of future minimum lease payments $ 8,643,832

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):

Other (expense)/income

The Company recognized $( 587,389 ) and $ 4,619,765 of Other (expenses)/income for the three months ended June 30, 2023 and June 30, 2022, respectively.

The Company recognized $ 266,538 and $ 4,337,816 of Other income for the six months ended June 30, 2023 and June 30, 2022, respectively, as follows:

Three Months Ended Six Months Ended

June 30, June 30,

Other (expense) income:

2023 2022 2023 2022

Interest income (expense), net $ 521,872 $ 98,276 $ 1,331,044 $ ( 37,330 )

Loss on remeasurement of warrant liabilities

Loss on equity method investments

Gain on remeasurement of warrant liabilities — 3,027,766 — 2,969,017

(Loss)/gain on initial equity method investments ( 90,573 ) 89,810 ( 205,859 ) 6,469

Loss on disposal of fixed assets ( 98,630 ) — ( 153,469 ) —

Other income (expenses)

Total other income (expenses)

$ ( 281,949 )

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 .

Gain on remeasurement of finance leases — 1,388,273 — 1,388,273

ABC Litigation ( 1,000,000 ) — ( 1,000,000 ) —

Other income 79,942 15,640 294,822 11,387

Total other (expense) income $ ( 587,389 ) $ 4,619,765 $ 266,538 $ 4,337,816

For the three months ended June 30, 2023, the Company recognized other income of $ 79,942 , net of $ 6,410 from realized foreign exchange gain offset by rental income of $ 0 .

For the three months ended June 30, 2022, the Company recognized other income of $ 15,640 , net of $ 1,145 from realized foreign exchange gain offset by rental income of $ 14,495 .

For the six months ended June 30, 2023, the Company recognized other income of $ 294,822 , net of $ 5,773 from realized foreign exchange gain offset by rental income of $ 8,496 .

For the six months ended June 30, 2022, the Company recognized other income of $ 11,387 , net of $ 19,660 from realized foreign exchange loss offset by rental income of $ 31,047 .

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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

Company, and therefore is a related party.

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

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

Tendler Strategic & Legal Services PLLC is owned by the General Counsel and Director of the Company, and therefore is a related party.

The Company made legal payments to Ely D.

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

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

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

The Company’s income tax 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.

Tendler Strategic & Legal Services PLLC totaling $ 126,600 and $ 234,255 for the three months ended June 30, 2023 and 2022, respectively, and $ 470,270 and $ 443,408 for the six months ended June 30, 2023 and 2022, respectively.

Included in accounts payable were $ 80,000 and $ 86,555 due to related parties as of June 30, 2023 and December 31, 2022, respectively.

As a result of the Company’s history of net operating losses (“NOL”), the Company had historically provided for a full valuation allowance against its deferred tax assets for assets that were not more-likely-than-not to be realized.

The Company’s income tax benefit (provision) for the three months ended June 30, 2023 and 2022 were $ 355,054 and $( 321,660 ), respectively, and $ 2,484,924 and $( 761,839 ) for the six months ended June 30, 2023 and 2022, 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.

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

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

The Company did not make any employer contributions to this plan as of June 30, 2023.

Legal Proceedings

From time to time, the Company may be involved

as a defendant in legal actions that arise in the normal course of business.

In the opinion of management, the Company has adequate legal

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

Financial Statements of the Company.

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

accounting guidance.

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

probable and can be reasonably estimated.

If the Company determines that a loss is reasonably possible and the loss or range of loss can

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

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.

From time to time, the Company may be involved as a defendant in legal actions that arise in the normal course of business.

In the opinion of management, the Company has adequate legal defense on all legal actions, and the results of any such proceedings would not materially impact the Consolidated Financial statements of the Company.

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

In accordance with such guidance, the Company establishes accruals for such matters when potential losses become probable and can be reasonably estimated.

If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the Consolidated Financial statements.

As of June 30, 2023 and December 31, 2022, the Company recorded a liability of $ 1,000,000 , which represents an amount for an agreed 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 $ 1,000,000 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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

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 Complaint”), 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 , which was paid in July 2023.

Risk and Uncertainties

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.

The spread of COVID-19 and the related 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 initially 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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 were two areas in which the Company initially 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.

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.

In addition, in response to the need for widespread COVID-19 testing, emergency medical technicians (“EMT”) and paramedics, the Company formed a new subsidiary, Rapid Reliable Testing, LLC (“RRT”), with the goal of performing 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 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.

As COVID-19 testing activity slowed to account for a minor portion of the Company’s revenues, RRT expanded its services beyond COVID-19 testing to a wide variety of tests, vaccinations and other procedures.

The Company’s current business plan assumes 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.

Subsequent Events

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.

In July 2023, the Company paid the settlement for the Stephanie Zamora, Jascha Dlugatch, et al.

Ambulnz Health, LLC, et al .

case for the amount of $ 1,000,000 .

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