The accompanying notes are an integral part of these unaudited ~~condensed financial statements.~~

As contemplated by the ~~private placement~~Merger Agreement and as described in the Company’s definitive proxy statement/consent solicitation/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 14, 2021, Merger Sub merged with and into Ambulnz, with Ambulnz continuing as the surviving corporation (the “Merger”). As a result of the Merger, Ambulnz became a wholly owned subsidiary of the Company and each share of Series A preferred stock of Ambulnz, no par value (“~~Private Placement”~~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,” and together with Ambulnz Class A Common Stock, “Ambulnz Common Stock”) was cancelled and converted into the right to receive a portion of ~~2,533,333 warrants (each, a “Private Placement Warrant”~~the merger consideration issuable as common stock of the Company, par value $0.0001 (“Common Stock”), pursuant to the terms and ~~collectively,~~conditions set forth in the ~~“Private Placement Warrants”)~~Merger Agreement.

In connection with the Business Combination, the Company raised $158,000,000 of net proceeds. This amount consisted of (i) $43,400,000 of cash held in the Company’s trust account established in connection with its initial public offering, net of the Company’s transaction costs and underwriters’ fees of $9,600,000, and (ii) $114,600,000 of cash from the sale of shares of Common Stock to certain investors at a price of ~~$1.50~~$10.00 per ~~Private Placement Warrant~~share in a private placement ~~to the Sponsor, generating gross proceeds of $3.8 million (Note 4).~~

The Company granted the underwriter a 45-day option from the date of Initial Public Offering to purchase up to 1,725,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On November 16, 2020, the underwriter advised the Company that ~~it will not exercise the over-allotment option (Note 3).~~

~~Trust Account~~

Upon the closing of the Initial Public Offering and the Private Placement, $115.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United Statesclosed concurrently with Continental Stock Transfer & Trust Company acting as trustee. The proceeds held in the Trust Account will either be held as cash or invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

~~MOTION ACQUISITION CORP.~~
~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

Pursuant to stock exchange listing rules, the Company must complete an initial Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest earned on the funds that may be released to the Company to pay taxes, none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Business Combination; (ii) the redemption of any of Public Shares to its holders (the “Public Stockholders”) properly tendered in connection with a stockholder vote to amend certain provisions of the Company’s amended and restated certificate of incorporation prior to an initial Business Combination and (iii) the redemption of 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below).

~~The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of~~ the Business Combination ~~at a meeting called for such purpose~~(the “PIPE Financing”), net of $10,400,000 in connection with which Public Stockholders may seek to redeem their Public shares, regardless of whether they vote for or against the Business Combination or do not vote at all, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, or (ii) provide the Public Stockholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes. As a result, such common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account is initially anticipated to be $10.00 per Public Share. Except as required by applicable law, the decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of the Company’s initial Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination.

The Company will have 24 months from the closing of the Initial Public Offering, or October 19, 2022, to complete its initial Business Combination (the “Combination Period”). If the Company does not complete a Business Combination within this period of time (and stockholders do not approve an amendment to the Company’s amended and restated certificate of incorporation to extend this date), it will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholder’s rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Company’s Sponsor and the Company’s officers and directors have entered into agreements with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their Founder Shares (as defined below) in the event the Company does not complete a Business Combination within the required time period; provided, however, if the Sponsor or any of the Company’s officers, directors or affiliates acquire Public Shares after the Initial Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value in the Trust Account will be less than the Initial Public Offering price per Unit in the Initial Public Offering.

~~MOTION ACQUISITION CORP.~~
~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

~~Liquidity and Capital Resources~~

~~As of September 30, 2020, the Company had cash of approximately $2,000 and a working capital deficit of approximately $90,000.~~

Prior to September 30, 2020, the Company’s liquidity needs were satisfied through a payment of $25,000 from the Company’s Chief Executive Officer to fund certain offering costs in exchange for the issuance of the Founder Shares (as defined below) to the Sponsor, and advances to the Company from the Sponsor of approximately $71,000 under a note payable (the “Note Payable”) (see Note 4) to pay for other offering costs in connection with the ~~Initial Public Offering. Subsequent~~PIPE Financing. These transaction costs consisted of banking, legal, and other professional fees, which were recorded as a reduction to ~~September 30, 2020, the liquidity needs have been satisfied from the net proceeds of the consummation of the Private Placement not held in the Trust Account.~~ additional paid-in capital.

The Company ~~fully repaid the Note Payable on October 19, 2020. In addition, in order to finance transaction costs in connection with~~is a ~~Business Combination, the Company’s officers, directors~~healthcare transportation and ~~initial stockholders may, but are not obligated~~mobile health services company that uses proprietary dispatch and communication technology to provide ~~the Company Working Capital Loans (see Note 4). To date, there were no amounts outstanding under any Working Capital Loans.~~

~~Based on the foregoing, management believes that the Company will have sufficient working capital~~quality healthcare transportation and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the unaudited condensed financial statements. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

~~Basis of Presentation~~

~~The accompanying unaudited condensed financial statements are presented~~healthcare services in ~~U.S. dollars in conformity with accounting principles generally accepted~~major metropolitan cities in the United States (“U.S.”) and the United Kingdom (“U.K.”).

Ambulnz was originally formed in Delaware on June 17, 2015 as Ambulnz, LLC, a limited liability company. On November 1, 2017, with an effective date of ~~America~~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 U.S. as well as within England and Wales, U.K.

The Company derives revenue from two operating segments: Mobile Health Services and Transportation Services. Mobile Health Services include services performed at homes and offices, COVID-19 testing and vaccinations, and event services such as 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.

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) ~~for financial information~~ and ~~pursuant to the~~applicable rules and regulations of the ~~SEC. Accordingly, they do not include all of~~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 and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period from August 11, 2020 (inception) through September 30, 2020 are not necessarily indicative of the results that may be expected through December 31, 2020 or any future period.

~~The accompanying unaudited condensed financial statements~~included in this Quarterly Report on Form 10-Q should be read in conjunction with the ~~final prospectus~~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. GAAP.

The unaudited Condensed Consolidated Financial Statements include the accounts and operations of DocGo Inc. and its 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. Certain amounts in the prior years’ consolidated statements of changes in stockholders’ equity and statements of cash flows have been reclassified to conform to the current year presentation.

The Company holds a variable interest in Mobile Medical Healthcare P.C., formerly known as MD1 Medical Care P.C. (“MD1”), which contracts with physicians and other health professionals in order to provide services to the Company. MD1 is considered a variable interest entity (“VIE”) since it does not have sufficient equity to finance its activities without additional subordinated financial support. An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits — that is, if it has (1) the power to direct the activities of the 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 MD1 and therefore appropriately consolidates MD1 as a VIE.

The Company’s functional currency is the U.S. dollar. The functional currency of our foreign operation is the British pound. Assets and liabilities of foreign operations denominated in local currencies are translated at the spot rate in effect at the applicable reporting date, except for equity accounts which are translated at historical rates. The unaudited Condensed

Consolidated Statements of Operations and Comprehensive Income are translated at the weighted average rate of exchange during the applicable period. The resulting unrealized cumulative translation adjustment for the three months ended September 30, 2023 and 2022 were $(582,471) and $248,283, respectively, and $66,965 and $252,854 for the nine months ended September 30, 2023 and 2022, respectively.

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and the ~~audited balance sheet~~disclosure of contingent assets and ~~notes thereto included~~liabilities in its financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the ~~Form 8-K filed~~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.

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.

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 had one customer that accounted for approximately 33% of sales and 36% of net accounts receivable and another customer that accounted for 32% of sales and 28% of net accounts receivable for the three months ended September 30, 2023. One customer accounted for approximately 37% of sales and 28% of net accounts receivable and another customer accounted for approximately 17% of sales and 36% of net accounts receivable for the nine months ended September 30, 2023.

The Company had one customer that accounted for approximately 35% of sales and 35% of net accounts receivable for the three months ended September 30, 2022. The Company had one customer that accounted for 33% of sales and 35% of net accounts receivable, and another customer that accounted for 11% of sales and 0.1% of net accounts receivable for the nine months ended September 30, 2022.

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 will remain an emerging growth company until the earliest of: (i) the end of the fiscal year in which the Company has total annual gross revenue of $1.235 billion; (ii) the last day of the Company’s fiscal year following the fifth anniversary of the Company’s initial offering, or December 31, 2025; (iii) the date on which the Company issues more than $1.0 billion in non-convertible debt during the preceding three-year period; or (iv) the end of the fiscal year in which the market value of the Common Stock held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter.

~~MOTION ACQUISITION CORP.~~
~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

Further, ~~section~~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)~~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~~the extended transition period, which means that when a financial accounting 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~~that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.

~~NOTE 2. SIGNIFICANT ACCOUNTING POLICIES~~

~~Concentration~~

Reclassifications

Certain reclassifications of ~~Credit Risk~~

amounts previously reported have been made to the accompanying unaudited Condensed Consolidated Financial ~~instruments~~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 U.S. The Company’s accounts at financial institutions in the U.S. are insured by the FDIC and are in excess of FDIC insured limits. The Company had cash balances of approximately $5,434,110 and $8,125,966 with foreign financial institutions on September 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 restriction period. The Company is required to pledge or otherwise restrict a portion of cash and cash equivalents as collateral for its line of credit, transportation equipment leases and a standby letter of credit as required by its insurance carrier (see Notes 9 and 14).

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

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 ~~potentially subject~~are retained by the Company ~~to concentration of credit risk consist of cash accounts~~within its high deductible limits are not discounted and are estimated, in ~~a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000.~~part, by considering claims experience, exposure and severity factors and other actuarial assumptions. The Company has ~~not experienced losses on these accounts and management believes~~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, ~~is not exposed~~charges the operating subsidiaries premiums to ~~significant risks on such accounts.~~

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 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:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace.

Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 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 ~~Company’s~~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 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 acquisition by Holdings of Ryan Bros. Fort Atkinson, LLC (“Ryan Brothers”), to be paid based on the completion of certain performance obligations over a 24-month period. The Company recorded a change in fair value of contingent consideration in the amount of $159,974 for the three and nine months ended September 30, 2023. As of September 30, 2023, there was a remaining contingent liability balance of $3,840,026 (see Note 4).

In connection with the acquisition of Exceptional Medical Transportation, LLC (“Exceptional”), the Company also agreed to pay up to $2,000,000 in contingent consideration upon meeting certain performance conditions within two years of the closing date of such acquisition. The estimated contingent consideration amount for Exceptional was $1,080,000 as of December 31, 2022 and September 30, 2023 (see Note 4).

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

During the year ended December 31, 2022, the Company also recorded $2,475,540 estimated contingent consideration in connection with the acquisition by Holdings of Location Medical Services, LLC (“LMS”) to be paid upon LMS meeting certain performance conditions in 2023. The outstanding balance as of September 30, 2023 increased to $2,496,270 as a result of foreign exchange fluctuations (see Note 4).

In connection with the acquisition by Holdings of Government Medical Services, LLC (“GMS”), the Company recorded an amount of $3,000,000 in contingent consideration to be paid upon GMS meeting certain performance conditions within a year of the closing date of such acquisition. As of September 30, 2023, there was a remaining contingent liability balance of $3,000,000 (see Note 4).

In connection with the acquisition by Holdings of Cardiac RMS, LLC (“CRMS”), the Company recorded $15,822,190 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. As of September 30, 2023, there was a remaining contingent liability balance of $15,822,190 (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 rates. Accounts receivable consist of billings for transportation and healthcare services provided to patients. 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 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:


						Estimated Useful Life
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. Capitalized software costs are amortized over its useful life.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

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 which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature.

~~Use of Estimates~~

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilitiesassumed, 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 ~~financial statements~~excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. If the ~~reported amounts~~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 ~~expenses during~~contingent consideration resulting from events after the ~~reporting period. Actual results could differ~~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 ~~those estimates.~~

~~Deferred Offering Costs Associated with the Initial Public Offering~~

a bargain purchase. The Company ~~complies~~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 ~~requirements~~allocation of the ~~ASC 340-10-S99-1. Offering costs consist~~fair value to identifiable assets and liabilities, is determined using established valuation techniques. Management uses assumptions based on historical knowledge of ~~legal, accounting,~~the business and projected financial information of the target. These assumptions may vary based on future events, perceptions of different market participants and other ~~costs incurred through~~factors outside the ~~balance sheet date that were directly related~~control of management, and such variations may be significant to estimated values.

Impairment of Long-Lived Assets

The Company evaluates the ~~Initial Public Offering and that were charged to stockholder’s equity upon the completion~~recoverability of the ~~Initial Public Offering.~~

~~Net Loss Per Share~~

~~Net loss per share~~recorded amount of ~~common stock~~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 ~~computed~~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 ~~dividing net loss applicable~~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 ~~stockholders by~~sell.

In 2022, the ~~weighted average number of shares of common stock outstanding during~~Company reassigned all the ~~period, plus~~assets at Ambulnz Health, LLC (“Health”) to ~~the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury method. Weighted average shares were reduced by an aggregate of 431,250 shares~~Assets held for ~~the Class B of common stock that were forfeited in November 2020~~sale as a result of an assignment for the ~~underwriter’s election~~benefit of creditors (“ABC”). 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 and indefinite-lived intangible assets are not amortized but are 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 ~~not exercise~~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 ~~over-allotment option. At~~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.

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(CONTINUED)

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

Related party transactions are recorded within operating expenses in the Company’s unaudited Condensed Consolidated Statement of Operations and Comprehensive Income. For details regarding the related party transactions that occurred during the three and nine months ended September 30, ~~2020,~~2023 and 2022, see Note 16.

Revenue Recognition

On January 1, 2019, the Company ~~did~~adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”).

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; (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) Transportation Services and (2) Mobile Health Services. Since the customer simultaneously receives and consumes the benefits provided by the Company as the performance obligations are fulfilled, 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

Revenue is primarily derived from:

i.Transportation 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.

ii.Mobile Health Services: These services include services performed at homes and offices, COVID-19 testing and vaccinations, and event services such as 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.

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 Services, 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 five days with payments generally due within 30 days. For large municipal customers in the Mobile Health Services 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

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(CONTINUED)

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 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, since the customer simultaneously receives and consumes the benefits provided by the Company as the performance obligations are fulfilled, 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. For Mobile Health Services, the customer also generally 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 ~~any dilutive~~a fixed fee arrangement and 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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Primary Geographical Markets
United States	$	174,076,595	$	101,337,899	$	385,589,261	$	322,706,143
United Kingdom	12,476,315		2,981,995		39,453,112		9,024,607
Total revenue	$	186,552,910	$	104,319,894	$	425,042,373	$	331,730,750

Major Segments/Service Lines
Transportation Services	$	47,212,443	$	27,670,109	$	132,690,538	$	77,657,852
Mobile Health Services	139,340,467		76,649,785		292,351,835		254,072,898
Total revenue	$	186,552,910	$	104,319,894	$	425,042,373	$	331,730,750

Stock-Based Compensation

The Company accounts for stock-based compensation using the provisions of ASC 718, Stock-Based Compensation, which requires the recognition of the fair value of stock-based compensation. The Company expenses stock-based compensation over the requisite service period based on the estimated grant-date fair value of the awards. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The Company accounts for forfeitures as they occur. All stock-based compensation costs are recorded in operating expenses in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Income.

Earnings per Share

Earnings per share represents the net income attributable to stockholders divided by the weighted-average number of shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities ~~and~~or other contracts ~~that could potentially be~~to issue Common Stock were exercised or converted into ~~common stock and then share in~~Common Stock during the ~~earnings~~reporting periods. Potential dilutive Common Stock equivalents consist of the incremental shares of Common Stock issuable upon exercise of warrants and the incremental shares issuable upon conversion of stock options. In reporting periods in which the Company ~~under~~has a net loss, the ~~treasury method. As a result,~~effect is considered anti-dilutive and excluded from the diluted ~~loss~~earnings per share calculation.

Table of ~~common stock is the same as basic loss per share of common stock for the period presented.~~

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DocGo Inc. and Subsidiaries

~~MOTION ACQUISITION CORP.~~

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Income Taxes~~

(CONTINUED)


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Net income attributable to stockholders of DocGo Inc. and Subsidiaries:	4,764,921	3,154,430	(712,016)	26,519,778
Weighted-average shares - basic	103,874,845	98,960,538	103,351,345	100,725,697
Effect of dilutive options	1,118,884	8,442,597	1,118,884	8,442,597
Weighted-average shares - dilutive	104,993,729	107,403,135	103,351,345	109,168,293
Net (loss) income per share attributable to DocGo Inc. and Subsidiaries - Basic	0.05	0.03	(0.01)	0.26
Net (loss) income per share attributable to DocGo Inc. and Subsidiaries - Diluted	0.05	0.03	(0.01)	0.24
Anti-dilutive employee share-based awards excluded	10,191,301	—	10,191,301	—

Equity Method Investment

The Company ~~complies with~~uses the ~~accounting~~equity method to account for investments in which the Company has the ability to exercise significant influence over the operating and ~~reporting~~financial policies of the investee but does not exercise control. The Company’s judgment regarding its level of influence over an equity method investee includes considering key factors, such as ownership interest, representation on the board of directors, and participation in policy-making decisions.

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.

On October 26, 2021, the Company acquired a 50% interest in RND Health Services Inc. (“RND”) for $655,876. During the three months ended September 30, 2023, the Company made an additional investment amounting to $150,509. The Company’s carrying value in RND, an equity method investee, is reflected in the caption “Equity method investments” in the unaudited Condensed Consolidated Balance Sheets. Changes in value of RND are recorded in “(Loss) gain on equity method investments” on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Income.

On November 1, 2021, the Company acquired a 20% interest in National Providers Association, LLC (“NPA”) for $30,000. 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 September 30, 2023, the Company owned 50% of NPA. The Company’s carrying value in NPA, an equity method investee, is reflected in the caption “Equity method investments” in the unaudited Condensed Consolidated Balance Sheets. Changes in value of NPA are recorded in “(Loss) gain on equity method investments” in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Income.

Leases

The Company categorizes leases at its inception as either operating or finance leases based on the criteria in 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 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 right-of-use 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 to combine and account for lease and non-lease components as a single lease component. The Company has incorporated

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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 ~~Financial Accounting Standards Board Accounting Standard Codification, or FASB~~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

Income taxes are recorded in accordance with ASC 740, ~~“Income~~Income Taxes” (“ASC 740”), which ~~requires~~provides for deferred taxes using an asset and liability ~~approach to~~approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial ~~accounting and reporting for income taxes.~~statements or its tax returns. Deferred ~~income~~ tax assets and liabilities are ~~computed for differences~~determined based on the difference between the financial statement and tax ~~bases~~basis of assets and liabilities ~~that will result in future taxable or deductible amounts, based on~~using enacted tax ~~laws and~~ rates ~~applicable to~~in effect for the ~~periods~~year in which the differences are expected to ~~affect taxable income.~~reverse. Valuation allowances are ~~established, when necessary, to reduce~~provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets towill not be realized. The Company accounts for uncertain tax positions in accordance with the ~~amount expected to be realized.~~

~~There were no unrecognized~~provisions of ASC 740. When uncertain tax ~~benefits as of September 30, 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for~~positions exist, the ~~financial statement recognition and measurement~~Company recognizes the tax benefit of tax positions ~~taken or expected~~ to the extent that the benefit would more likely than not be ~~taken in a~~realized assuming examination by the taxing authority. The determination as to whether the tax ~~return. For those benefits to~~benefit will more likely than not be ~~recognized, a~~realized is based upon the technical merits of the tax position ~~must be more-likely-than-not to be sustained upon examination by taxing authorities.~~as well as consideration of the available facts and circumstances. The Company recognizes ~~accrued~~any interest and penalties accrued related to unrecognized tax benefits as income tax expense. ~~No amounts were accrued~~

Recently Issued Accounting Standards Adopted

In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-02, Financial Instruments – Credit Losses Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which 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 ~~payment~~scope of ~~interest and penalties~~Subtopic 326-20, Financial Instruments—Credit Losses—Measured at ~~September 30, 2020.~~Amortized Cost. ASU 2022-02 only affects entities that have already adopted ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), which is effective for fiscal years beginning after December 15, 2022. The Company ~~is currently~~adopted ASU 2022-02 on January 1, 2023, which did not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

~~The provision for income taxes was deemed to be de minimis for the period from August 11, 2020 (inception) through September 30, 2020.~~

~~Recent Accounting Pronouncements~~

~~Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would~~ have a material ~~effect~~impact on the Company’s unaudited ~~condensed financial statements.~~

~~NOTE~~ Condensed Consolidated Financial Statements.

3. ~~INITIAL PUBLIC OFFERING~~

~~Public Units~~

Property and Equipment, Net

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


	September 30, 2023		December 31, 2022

Transportation equipment	$	23,327,391	$	20,773,862
Medical equipment	6,864,138		5,177,520
Office equipment and furniture	3,507,597		2,686,065
Leasehold improvements	656,662		579,658
Buildings	527,283		527,283
Land	37,800		37,800
	$	34,920,871	$	29,782,188
Less: Accumulated depreciation	(13,068,208)		(8,524,013)
Property and equipment, net	$	21,852,663	$	21,258,175

During the nine months ended September 30, 2023, the Company disposed of assets with a cost of $591,184 and accumulated depreciation of $154,443 for proceeds of $274,210. The Company recorded a loss on disposal of assets of $163,452.

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(CONTINUED)

The Company recorded depreciation expense of $1,625,070 and $1,150,806 for the three months ended September 30, 2023 and 2022, respectively.

The Company recorded depreciation expense of $4,697,717 and $2,592,244 for the nine months ended September 30, 2023 and 2022, respectively.

4. Acquisition of Businesses

Government Medical Services, LLC

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 of the acquisition, or July 6, 2023. Acquisition costs are included in general and administrative expenses and totaled $1,001,883 for the twelve months ended December 31, 2022. As of September 30, 2023, there was a remaining contingent liability balance of $3,000,000.

Exceptional Medical Transportation, LLC

On July 13, 2022, Holdings acquired 100% of the outstanding shares of common stock of Exceptional, a provider of medical transportation services, in exchange for an aggregate purchase price of $13,708,333, consisting of $7,708,333 in cash at closing and $6,000,000 payable over a 24-month period following the closing date of the acquisition. The Company also agreed to pay up to $2,000,000 in contingent consideration upon meeting certain performance conditions within two years of the closing date of such acquisition. The estimated contingent consideration amount payable for Exceptional was $1,080,000 as of December 31, 2022 and September 30, 2023. Acquisition costs are included in general and administrative expenses and totaled $56,571 for the twelve months ended December 31, 2022. The Company paid $3,000,000 of the $6,000,000 remaining purchase price payable as of September 30, 2023.

Ryan Bros. Fort Atkinson, LLC

On August 9, 2022, Holdings acquired 100% of the outstanding shares of common stock of Ryan Brothers, a provider of medical transportation services, in exchange for an aggregate purchase price of $11,422,252, consisting of $7,422,252 in cash at closing and an estimated $4,000,000 in contingent consideration to be paid out over 24 months, commencing on August 1, 2022, based on performance of certain obligations. Acquisition costs are included in general and administrative expenses and totaled $230,175 for the twelve months ended December 31, 2022. The remaining contingent consideration amounted to $3,840,026 as of September 30, 2023.

Community Ambulance Services Ltd.

On October ~~19, 2020,~~12, 2022, Holdings, through its indirect wholly owned subsidiary Ambulnz U.K. Ltd. (“UK Ltd.”), acquired Community Ambulance Service Ltd (“CAS”), a provider of emergency and non-emergency transport services, including high dependency, urgent care, mental health and blue light transport services, and diagnostics testing in the ~~Company consummated its Initial Public Offering of 11,500,000 Units at $10.00 per Unit, generating gross proceeds of $115.0 million, and incurring offering costs~~U.K. The aggregate purchase price consisted of approximately ~~$6.7 million, inclusive~~$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 amounting to $1,593,612. The Company expects this acquisition to help increase the Company’s presence in the U.K. market and help provide improved access to municipal contracts. Acquisition costs are included in general and administrative expenses and amounted to $171,779 for the twelve months ended December 31, 2022.

Location Medical Services, LLC

On December 9, 2022, Holdings, through UK Ltd., acquired 100% of ~~$4.0 million~~the outstanding shares of common stock of LMS. The aggregate purchase price consisted of $302,450 in cash consideration. Holdings also agreed to pay LMS an additional $11,279,201 in deferred ~~underwriting commissions. Upon~~consideration and an estimated $2,475,540 in contingent consideration upon LMS meeting certain performance conditions in 2023. The Company paid $11,279,201 of deferred consideration to LMS during the nine months ended September 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

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On March 31, 2023, Holdings acquired 51% of the outstanding shares of common stock of CRMS, a provider of cardiac implantable electronic device remote monitoring and virtual care management services. The closing consideration of $10,000,000 consisted of $9,000,000 in cash and $1,000,000 worth of shares of Common Stock issued in a private placement transaction. A further probable consideration of $15,822,190 is to be paid out over 36 months following the closing of the ~~Initial Public Offering~~transaction for the remaining 49% equity of CRMS, based on CRMS’ attainment of full-year EBITDA targets. $5,000,000 of such further probable consideration is to be paid in cash and the ~~Private Placement, $115.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units~~remaining $10,822,190 is to be paid in ~~the Initial Public Offering and the Private Placement Warrants in the Private Placement were placed in the Trust Account.~~

~~Each Unit consists of one of the Company’s~~ shares of ~~Class A~~Common Stock. Acquisition costs are included in general and administrative expenses and totaled $229,937 for the nine months ended September 30, 2023.

Ambulnz-FMC North America LLC

On April 1, 2023, the Company acquired the remaining outstanding shares of common stock ~~$0.0001 par value,~~of Ambulnz-FMC North America LLC (“FMC NA”),a prominent healthcare company that focuses on providing vital products and ~~one-third~~services for patients suffering from kidney diseases and renal failure, from its joint venture with Holdings in exchange for $4,000,000 in cash and $3,000,000 in Common Stock. Acquisition costs are included in general and administrative expenses totaling approximately $35,560 for the nine months ended September 30, 2023.

Healthworx LLC

On May 10, 2023, the Company acquired the remaining outstanding shares of one redeemable warrant (the “Public Warrants” and, collectively with the Private Placement Warrants, the “Warrants”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock atof Healthworx LLC (“Healthworx”), a ~~price~~provider of ~~$11.50 per share, subject~~management, administration and support services to ~~adjustment under certain circumstances.~~

~~Underwriting Agreement~~

~~The Company granted the underwriter a 45-day option to purchase up to 1,725,000 additional Units to cover any over-allotments, at the Initial Public Offering price less the underwriting discounts~~Service Providers focused on medical testing and ~~commissions. On November 16, 2020, the underwriter advised the Company that it will not exercise the over-allotment option. Consequently, 431,250 Class B common shares were forfeited, resulting~~diagnostic screening, from its joint venture with Rapid Reliable Testing, LLC (“RRT”) in ~~a decrease~~exchange for $1,385,156 in ~~the total number~~cash.

Table of ~~Class B common shares outstanding from 3,306,250 to 2,875,000, such that the Founder Shares (as defined below) will represent 20.0% of the Company’s issued~~Contents

DocGo Inc. and ~~outstanding shares after the Initial Public Offering.~~

The underwriter was entitled to an underwriting discount of $0.20 per unit, or $2.3 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $4.0 million in the aggregate, will be payable to the underwriter for deferred underwriting commissions from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.

Subsidiaries

~~MOTION ACQUISITION CORP.~~
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~NOTE 4. RELATED PARTY TRANSACTIONS~~

~~Founder Shares~~

(CONTINUED)

Intangible assets consisted of the following as of September 30, 2023 and December 31, 2022:

The intangible assets include an immaterial foreign currency translation adjustment in the amount of $4,402. Intangible asset balances are translated into U.S. dollars using exchange rates in effect at period end, and adjustments related to foreign currency translation are included in other comprehensive income.

The Company recorded amortization expense of $1,515,378 and $990,345 for the three months ended September 30, 2023 and 2022, respectively.

The Company recorded amortization expense of $4,295,958 and $2,269,423 for the nine months ended September 30, 2023 and 2022, respectively.

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

During 2022, the Company provided mobile health services to one of its customers for an aggregate of $5,000,000. In June 2023, the Company entered into a Trade Credit Agreement with this customer whereby the customer was expected to provide the Company with $5,000,000 in trade credit on future vendor advertising expenditures. In July 2023, the customer paid $3,500,000 in cash to partially settle the outstanding amount owed to the Company.

The fair value of the trade credits amounted to $1,500,000, which was the remaining amount owed to the Company. As of September 30, 2023, the trade credits have been reclassified from accounts receivable to intangible assets, net on the Condensed Consolidated Balance Sheets. These trade credits are amortized to amortization expense under a usage-model as the credits are used to purchase advertising services. The Company had a remaining balance of $1,500,000 in trade credits as of September 30, 2023.

Accrued liabilities consisted of the following as of September 30, 2023 and December 31, 2022:

The Company has various loans with finance companies with monthly installments aggregating $83,823, inclusive of interest ranging from 2.5% through 11.3%. The loan notes mature at various times through 2028 and are secured by transportation equipment.

The following table summarizes the Company’s notes payable:

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

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. Before the consummation of the Business Combination, 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 were 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 ~~borrowed approximately $71,000 under~~had not historically paid and does not intend to pay a dividend in the ~~Note Payable.~~ foreseeable future.

The ~~Company fully repaid~~following assumptions were used to compute the ~~Note Payable on October 19, 2020.~~

fair value of the stock option grants during the nine months ended September 30, 2023 and 2022:


	Nine Months Ended September 30,
	2023		2022
Risk-free interest rate	4.10 - 4.87		0.07 - 2.80
Expected term (in years)	6.25		4
Volatility	52% - 62%		60% - 64%
Dividend yield	0	%

~~MOTION ACQUISITION CORP.~~

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~~Working Capital Loans~~

~~In order~~

(CONTINUED)

The following table summarizes the Company’s stock option activity under the Company’s 2021 Stock Incentive Plan for the nine months ended September 30, 2023:


	Options Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years	Aggregate Intrinsic Value
Balance as of December 31, 2022	11,571,308	$	7.11	9.05	$	39,389,063
Granted/vested during the year	1,115,874	8.92		—	—
Exercised during the year	(493,984)	3.63		—	—
Cancelled during the year	(551,665)	7.66		—	—
Balance as of September 30, 2023	11,641,533	7.42		8.47	49,268,644
Options vested and exercisable as of September 30, 2023	2,937,143	$	6.36	7.65	3,060,026

The aggregate intrinsic value in the above table is calculated as the difference between the fair value of the 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 nine months ended September 30, 2023 and the year ended December 31, 2022 was $8.92 and $7.04, respectively. On September 30, 2023 and December 31, 2022, the total unrecognized compensation related to ~~fund working capital deficiencies or finance transaction costs~~unvested stock option awards granted was $30,994,529 and $41,666,564, respectively, which the Company expects to recognize over a weighted-average period of approximately 1.85 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 ~~connection with an intended initial Business Combination,~~ the ~~initial stockholders, officers~~unaudited Condensed Consolidated Statement of Operations and ~~directors~~Comprehensive Income on a straight-line basis over the vesting period for RSUs. The vesting period for employees and ~~their affiliates may, but are not~~members of the Board of Directors ranges from one to four years.

Activity under RSUs during the nine months ended September 30, 2023 was as follows:


	RSUs	Weighted- Average Grant Date Fair Value Per RSU
Balance as of December 31, 2022	305,587	$	8.35
Granted	253,796	8.39
Vested	(156,276)	8.90
Forfeited	—	—
Balance as of September 30, 2023	403,107	8.16
Vested and unissued as of September 30, 2023	212,518	8.25
Non-vested as of September 30, 2023	403,107	8.16

The total grant-date fair value of RSUs granted during the nine months ended September 30, 2023 was $2,130,040.

The Company recorded stock-based compensation expense related to RSUs of $25,000 and $1,416,338 for the three and nine months ended September 30, 2023, respectively,

As of September 30, 2023, the Company had $3,290,875 in unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted-average period of approximately 1.3 years.

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14. Leases

Operating Leases

The Company is obligated to ~~loan the Company funds as may be required (the “Working Capital Loans”). Up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity~~make rental payments under non-cancellable operating leases for office, dispatch station space, and transportation equipment, expiring at ~~a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing,~~various dates through 2032. Under the terms of ~~such loans, if any, have not been determined~~the leases, the Company is also obligated for its proportionate share of real estate taxes, insurance and ~~no written agreements exist with respect to such loans to date.~~maintenance costs of the property. The Company ~~had no borrowings~~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 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 right-of-use 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.

Lease Cost

The table below comprises operating lease expenses for the periods ended September 30, 2023 and 2022:


	Three Months Ended September 30,				Nine Months Ended September 30,
Components of total lease cost:	2023		2022		2023		2022

Operating lease expense	$	697,050	$	626,188	$	2,319,282	$	1,517,541
Short-term lease expense	452,538		334,619		1,156,886		863,316
Total lease cost - operating leases	$	1,149,588	$	960,807	$	3,476,168	$	2,380,857

Lease Position as of September 30, 2023

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


	September 30, 2023		December 31, 2022
Assets
Lease right-of-use assets	$	9,420,525	$	9,074,277
Total lease assets	$	9,420,525	$	9,074,277

Liabilities
Current liabilities:
Lease liability - current portion	$	2,561,165	$	2,325,024
Noncurrent liabilities:
Lease liability, net of current portion	7,196,596		7,040,982
Total lease liability	$	9,757,761	$	9,366,006

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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 September 30, 2023:


Weighted average remaining lease term (in years) - operating leases	4.36
Weighted average discount rate - operating leases	5.76	%

Undiscounted Cash Flows

Future minimum lease payments under the ~~Working Capital Loans at~~operating leases as of September 30, ~~2020.~~

~~NOTE 5. COMMITMENTS AND CONTINGENCIES~~

~~Registration Rights~~

2023 are as follows:


	Operating Leases
2023, remaining	$	813,120
2024	2,987,762
2025	2,982,487
2026	2,183,265
2027	1,090,802
Thereafter	862,023
Total future minimum lease payments	10,919,459
Less effects of discounting	(1,161,698)
Present value of future minimum lease payments	$	9,757,761

Operating lease expense was approximately $697,050 and $960,807 for the three months ended September 30, 2023 and 2022, respectively.

Operating lease expense was approximately $2,319,282 and $2,380,857 for the nine months ended September 30, 2023 and 2022, respectively.

For the three months ended September 30, 2023, the Company made $697,050 of fixed cash payments related to operating leases and $782,808 related to finance leases.

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

For the nine months ended September 30, 2023, the Company made $2,319,282 of fixed cash payments related to operating leases and $2,293,330 related to finance leases.

For the nine months ended September 30, 2022, the Company made $1,517,541 of fixed cash payments related to operating leases and $2,146,587 related to finance leases.

Finance Leases

The ~~Sponsor is entitled~~Company leases vehicles under non-cancelable finance lease agreements with a liability of $8,664,108 and $8,646,803 as of September 30, 2023 and December 31, 2022, respectively. This includes accumulated depreciation expense of $10,701,206 and $7,096,966 as of September 30, 2023 and December 31, 2022, respectively.

Depreciation expense for the vehicles under non-cancelable lease agreements amounted to ~~registration rights with respect~~$1,195,719 and $873,713 for the three months ended September 30, 2023 and 2022, respectively.

Depreciation expense for the vehicles under non-cancelable lease agreements amounted to $2,822,982 and $2,391,989 for the nine months ended September 30, 2023 and 2022, respectively.

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(CONTINUED)

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 $1,400,000 recorded as gains from lease accounting on the unaudited Condensed Consolidated Statement of Operations and Comprehensive Income during the three months ended June 30, 2022.

Lease Cost

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


	Three Months Ended September 30,				Nine Months Ended September 30,
Components of total lease cost:	2023		2022		2023		2022

Finance lease payment	$	782,808	$	672,975	$	2,293,330	$	2,146,857
Short-term lease payment	—		—		—		—
Total lease payments	$	782,808	$	672,975	$	2,293,330	$	2,146,857

Lease Position as of September 30, 2023

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


	September 30, 2023		December 31, 2022
Assets
Lease right-of-use assets	$	8,566,308	$	9,039,663
Total lease assets	$	8,566,308	$	9,039,663

Liabilities
Current liabilities:
Lease liability - current portion	$	2,733,332	$	2,732,639
Noncurrent liabilities:
Lease liability, net of current portion	5,930,776		5,914,164
Total lease liability	$	8,664,108	$	8,646,803

Lease Terms and Discount Rate

The table below presents certain information related to the ~~Founder Shares, Private Placement Warrants~~weighted average remaining lease term and the weighted average discount rate for the Company’s finance leases as of September 30, 2023:


Weighted average remaining lease term (in years) - finance leases	3.58
Weighted average discount rate - finance leases	5.96	%

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Undiscounted Cash Flows

Future minimum lease payments under the finance leases as of September 30, 2023 are as follows:


	Finance Leases
2023, remaining	$	867,050
2024	3,018,851
2025	2,740,288
2026	1,969,492
2027	850,883
Thereafter	114,107
Total future minimum lease payments	9,560,671
Less effects of discounting	(896,563)
Present value of future minimum lease payments	$	8,664,108

15. Other Income (Expense)

The Company recognized $449,051 and $(1,330,788) of other income (expense) for the three months ended September 30, 2023 and September 30, 2022, respectively, as set forth in the table below.

The Company recognized $715,589 and $3,007,029 of other income for the nine months ended September 30, 2023 and September 30, 2022, respectively, as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
Other Income (Expense)	2023		2022		2023		2022
Interest income (expense), net	$	346,376	$	334,221	$	1,677,420	$	296,891
(Loss) gain on remeasurement of warrant liabilities	—		(1,831,947)		—		1,137,070
Change in fair value of contingent liability	159,974		—		159,974		—
(Loss) gain on equity method investments	(95,503)		93,371		(301,362)		99,840
Gain on remeasurement of finance leases	4,834		—		4,834		1,388,273
(Loss) gain on disposal of fixed assets	(9,983)		42,667		(163,452)		42,667
ABC litigation	—		—		(1,000,000)		—
Other income	43,353		30,900		338,175		42,288
Total other income (expense)	$	449,051	$	(1,330,788)	$	715,589	$	3,007,029

For the three months ended September 30, 2023, the Company recognized other income of $43,353, inclusive of $924 from realized foreign exchange gain and rental income of $26.

For the three months ended September 30, 2022, the Company recognized other income of $30,900, inclusive of $777 from realized foreign exchange gain and rental income of $30,123.

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(CONTINUED)

For the nine months ended September 30, 2023, the Company recognized other income of $338,175, inclusive of $6,697 from realized foreign exchange gain and rental income of $8,522.

For the nine months ended September 30, 2022, the Company recognized other income of $42,288, net of $(18,883) from realized foreign exchange loss offset by rental income of $61,171.

16. Related Party Transactions

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

Ely D. Tendler Strategic & Legal Services PLLC provides legal services for the Company. Ely D. Tendler Strategic & Legal Services PLLC is owned by Ely D. Tendler, the General Counsel and Secretary and a Director of the Company, and therefore is a related party. The Company made legal payments to Ely D. Tendler Strategic & Legal Services PLLC totaling $204,700 and $261,185 for the three months ended September 30, 2023 and 2022, respectively, and $674,970 and $704,593 for the nine months ended September 30, 2023 and 2022, respectively.

Included in accounts payable were $78,800 and $86,555 due to related parties as of September 30, 2023 and December 31, 2022, respectively.

17. Income Taxes

As a result of the Company’s history of net operating losses, 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 (provision) for the three months ended September 30, 2023 and 2022 were $(4,526,767) and $(401,916), respectively, and $(2,041,843) and $(1,163,755) for the nine months ended September 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.

18. 401(k) Plan

The Company established a 401(k) plan in January 2022 that qualifies as a deferred compensation arrangement under Section 401 of the Internal Revenue Code. All U.S. employees that complete two months of service with the Company are eligible to participate in the plan. The Company did not make any ~~additional warrants that~~employer contributions to this plan as of September 30, 2023.

19. Legal Proceedings

From time to time, the Company may be ~~issued upon conversion~~involved as a defendant in legal actions that arise in the normal course of ~~working capital loans pursuant to a registration rights agreement. The Sponsor will be entitled to make up to three demands, excluding short form registration demands, that~~business. In the opinion of management, the Company ~~register~~has adequate legal defense on all legal actions, and the results of any such ~~securities for sale under~~proceedings would not materially impact the ~~Securities Act. In addition, Sponsor will have “piggy-back” registration rights to include their securities in other registration statements filed by~~Consolidated Financial Statements of the Company. The Company ~~will bear the expenses incurred~~provides disclosure and records loss contingencies in ~~connection~~accordance with the ~~filing of any~~loss contingencies accounting guidance. In accordance with such ~~registration statements.~~

~~NOTE 6. STOCKHOLDER’S EQUITY~~

~~Class A Common Stock~~—The Company is authorized to issue 50,000,000 shares of Class A common stock with a par shares value of $0.0001 per share. At September 30, 2020, there were no shares of Class A common stock issued or outstanding.

~~Class B Common Stock~~—The Company is authorized to issue 12,500,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s Class B common stock are entitled to one vote for each share. ~~On August 13, 2020,~~guidance, the Company ~~issued 3,737,500 Class B common shares to the Sponsor. On October 14, 2020, the Sponsor effected a surrender of 431,250 Class B common shares to~~establishes accruals for such matters when potential losses become probable and can be reasonably estimated. If the Company ~~for no consideration, resulting in~~determines that a ~~decrease~~loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the ~~total number~~Consolidated Financial Statements.

As of ~~Class B common shares outstanding from 3,737,500 to 3,306,250. All shares and associated per share amounts have been retroactively restated to reflect this share surrender.~~ ~~On November 16, 2020, the underwriter advised~~December 31, 2022, the Company ~~that it will not exercise its over-allotment option to purchase additional shares,~~recorded a liability of $1,000,000, which represents an amount for an agreed settlement of various class-based claims, both actual and ~~consequently 431,250 Class B common shares were forfeited~~ ~~such that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering, resulting in a decrease~~potential, under California state law, as described below.

Stephanie Zamora, Jascha Dlugatch, et al. v. Ambulnz Health, LLC, et al. was filed in the ~~total number~~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 ~~Class B common shares outstanding from 3,306,250 to 2,875,000.~~

~~The shares of Class B common stock will automatically convert into shares of Class A common stock at~~2004 (“PAGA”). On February 24, 2020, this case was consolidated with Jascha Dlugatch, et. Al. v. Ambulnz Health, LLC (the “Consolidated Complaint”), another lawsuit filed in the ~~time of~~Los Angeles Superior Court. On May 6, 2021, the ~~initial Business Combination, or earlier at~~parties attended mediation and settled the ~~option of~~claims pled in the ~~holder,~~Consolidated Complaint on a ~~one-for-one~~class-wide and PAGA basis ~~(subject to adjustment~~in exchange for ~~stock splits, stock dividends, reorganizations, recapitalizations~~a proposed $1,000,000 payment by the defendant parties, inclusive of administrative costs and fees. On September 9, 2022, the ~~like,~~Los Angeles Superior Court preliminarily approved the proposed settlement, which was paid in July 2023.

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DocGo Inc. and subject to further adjustment as described herein). In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the initial Business Combination (including pursuant to a specified future issuance), the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including pursuant to a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with our initial Business Combination (excluding any shares or equity-linked securities issued or issuable to any seller in the initial Business Combination).

Subsidiaries

~~MOTION ACQUISITION CORP.~~
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Preferred stock~~—

(CONTINUED)

20. Risk and Uncertainties

COVID-19 Risks, Impacts and Uncertainties

The ~~Company is authorized to issue 1,000,000 shares~~spread of ~~preferred stock with~~COVID-19 and the related shutdowns and restrictions had a ~~par value of $0.0001 per share. As of September 30, 2020, there are no shares of preferred stock issued or outstanding.~~

~~Warrants~~—Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisablemixed impact on the ~~later of (a) 30 days after~~Company’s business. In the ~~completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that~~ambulance transportation business, which predominantly comprises non-emergency medical transportation, the Company ~~has an effective registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Public Warrants~~initially saw a decline in volumes from historical and ~~a current prospectus relating to them is available~~expected levels, as elective surgeries and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Public Warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its reasonable best efforts to file, and within 60 business days following the initial Business Combination to have declared effective, a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Warrants and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the Warrants expire or are redeemed; provided that, if the Class A common stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but it will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The Warrants will have an exercise price of $11.50 per share, subject to adjustment, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

other procedures were postponed. In addition, if (x) the Company issues additional shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Company’s initial stockholders, officers, directors or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading pricesome of the Company’s ~~shares~~larger markets, such as New York and California, there were declines in the volume of ~~Class A common stock during~~transports completed by the ~~20 trading day period starting on~~Company (“trips”). In addition, the ~~trading day prior~~Company experienced lost revenues associated with sporting, concerts and other events, as those events were cancelled or significantly restricted (or entirely eliminated) the number of permitted attendees. Ambulance transports and event-related revenues have both since recovered to ~~the day on~~pre-COVID levels or higher.

There were two areas in which the Company ~~consummates its initial Business Combination (such price,~~initially experienced positive business impacts from COVID-19. In April and May 2020, the ~~“Market Value”~~Company participated in an emergency project with Federal Emergency Management Agency (“FEMA”) in the New York City area. This engagement resulted in incremental transportation revenue. In addition, in response to the need for widespread COVID-19 testing, emergency medical technicians (“EMTs”) and paramedics, the Company formed a new subsidiary, RRT, with the goal of performing COVID-19 tests at nursing homes, municipal sites, businesses, schools and other venues. RRT is ~~below $9.20 per share, the exercise price of each Warrant will be adjusted (to the nearest cent) such that the effective exercise price per full share will be equal to 115%~~part of the ~~higher of (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per-share redemption trigger price described below will be adjusted (to the nearest cent)~~Mobile Health Services segment. As COVID-19 testing activity slowed to ~~be equal to 180%~~account for a minor portion of the ~~higher~~Company’s revenues, RRT expanded its services beyond COVID-19 testing to a wide variety of ~~(i) the Market Value~~tests, vaccinations and ~~(ii) the Newly Issued Price.~~

other procedures.

The Private Placement Warrants are identical to the Public Warrants, except that (1) the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the Private Placement Warrants will be non-redeemable (subject to certain exceptions) and exercisable on a cashless basis so long as they are heldCompany’s current business plan assumes increased demand for Mobile Health Services. Demand for such services was accelerated by the ~~Sponsor or its permitted transferees~~pandemic, but 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 (3) the Sponsor and its permitted transferees will also have certain registration rights related to the Private Placement Warrants (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants). If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable byhospitals.

21. Subsequent Events

Transition Services Agreement

On October 11, 2023, the Company and ~~exercisable~~Anthony Capone, who resigned as Chief Executive Officer of the Company on September 15, 2023, entered into a separation and transition services agreement (the “Transition Agreement”). Pursuant to the Transition Agreement, Mr. Capone will continue to serve as a consultant to the Company until March 15, 2024 (such period, the “Consulting Period”) to advise on matters relating to business continuity and processes and transition his institutional knowledge with respect to operational and other departmental functions.

As compensation for his services during the Consulting Period, and subject to his compliance with the Transition Agreement, including the execution and non-revocation of a general release of claims in favor of the Company, Mr. Capone will receive a monthly consulting fee of $45,000 and subsidized premiums for continued group health plan coverage for the duration of the Consulting Period. Mr. Capone will not receive new equity awards or incentive compensation under the Company’s equity incentive compensation program during the Consulting Period. The Transition Agreement further acknowledges and affirms that Mr. Capone will be bound by ~~such holders~~and comply with certain restrictive covenants.

Line of Credit

On October 19, 2023, the Company made a draw of $25,000,000 under its Revolving Facility.

Letter of Credit

On October 20, 2023, the Company obtained an unconditional and irrevocable letter of credit from a financial institution in the amount of $1,080,000. The letter of credit expires on the ~~same basis as~~one-year anniversary of the ~~Public Warrants.~~

closing date, or October 20, 2024, and is renewed automatically for successive one-year periods, unless earlier terminated by the institution.

Legal Proceedings

~~MOTION ACQUISITION CORP.~~

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~~Once the Warrants become exercisable,~~

(CONTINUED)

Financial Officers. The complaint alleges that the Company ~~may redeem~~violated various securities laws, and seeks class certification, damages, interest, attorneys’ fees, and other relief. Due to the ~~outstanding Warrants (except for the Private Placement Warrants):~~

●

~~in whole and not in part;~~

●

~~at a price of $0.01 per Warrant;~~

●

~~upon a minimum of 30 days’ prior written notice of redemption; and~~

●

if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the Warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders.

Ifearly stage of this proceeding, the Company ~~calls~~cannot reasonably estimate the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

~~Commencing ninety days after the Warrants become exercisable, the Company may redeem the outstanding Warrants:~~

●

~~in whole and not in part;~~

●

at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Company’s Class A common stock;

●

if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders;

●

~~if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and~~

●

if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the initial Business Combination) issuable upon exercise of the Warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.

~~The “fair market value”~~potential range of the Class A common stock for this purpose shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Warrants.

In no event will the Company be required to net cash settle any Warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Warrants. Accordingly, the Warrants may expire worthless.

~~NOTE 7. SUBSEQUENT EVENTS~~

loss, if any. The Company ~~evaluated subsequent events~~disputes the allegations of wrongdoing and ~~transactions that occurred up~~intends to ~~the date unaudited condensed financial statements were issued. Based upon~~defend itself vigorously in this review, the Company determined that, except as disclosed in Note 4, there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements.

matter.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations.~~

~~References to the “Company,” “Motion Acquisition Corp.,” “Motion,” “our,” “us” or “we” refer to Motion Acquisition Corp.~~ Operations

The following discussion and analysis of ~~the Company’s~~our financial condition and results of operations should be read in conjunction with ~~the~~our unaudited ~~interim condensed financial statements~~Condensed Consolidated Financial Statements and the accompanying notes ~~thereto contained~~included elsewhere in this ~~report. Certain information contained in the~~Quarterly Report on Form 10-Q. The discussion and analysis ~~set forth~~ below ~~includes~~contain certain forward-looking statements about our business and operations that ~~involve~~are subject to risks, uncertainties, and ~~uncertainties.~~

other factors described in the sections entitled “Risk Factors” included in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022, and as may be updated in this and other subsequent Quarterly Reports on Form 10-Q. These risks, uncertainties, and other factors could cause our actual results to differ materially from those expressed in, or implied by, the forward-looking statements. Please refer to the section below entitled “Cautionary Note Regarding Forward-Looking Statements."

Unless the context requires otherwise, references to the “Company,” “we,” “us,” and “our” refer to the business and operations of DocGo Inc. and its consolidated subsidiaries. Certain figures included in this section, such as interest rates and other percentages, have been rounded for ease of presentation. Percentage figures included in this section have, in some cases, been calculated on the basis of such rounded figures. For this reason, percentage amounts in this section may vary slightly from those obtained by performing the same calculations using the figures in our unaudited Condensed Consolidated Financial Statements or in the accompanying notes. Certain other amounts that appear in this section may similarly not sum due to rounding.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act ~~of 1933, as amended,~~ and Section 21E of the Exchange ~~Act. We have~~Act regarding, among other things, the plans, strategies, outcomes, and prospects, both business and financial, of the Company. These statements are based on the beliefs and assumptions of our management. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements ~~on our current expectations and projections about future events. These forward-looking~~are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions, outcomes, results, or expectations. Forward-looking statements are inherently subject to ~~known and unknown~~substantial risks, uncertainties and assumptions, ~~about us that~~many of which are beyond our control, and which may cause our actual results ~~levels~~or outcomes, or the timing of ~~activity, performance~~our results or ~~achievements~~outcomes, to bediffer materially ~~different~~ from ~~any future results, levels of activity, performance or achievements expressed or implied by such~~those contained in our forward-looking statements. ~~In some cases,~~Accordingly, you ~~can identify forward-looking~~should not place undue reliance on such statements. All statements ~~by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative~~other than statements of ~~such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy~~historical fact are forward-looking. Forward-looking statements include, but are not limited to, statements concerning our possible or assumed future actions; business strategies; plans; goals; future events; future revenues or performance; financing needs; business trends; results of operations; objectives and intentions with respect to future operations, services and products, including our transition to non-COVID related services; geographic expansion; our margin normalization initiative; new and existing contracts and backlog; M&A activity; workforce growth; leadership transitions; cash position; share repurchase program; expected impacts of macroeconomic factors, including inflationary pressures, general economic slowdown or a recession, rising interest rates, foreign exchange rate volatility, changes in monetary pressure, financial institution instability or the prospect of a shutdown of the U.S. federal government; potential changes in federal, state or local government policies regarding immigration and asylum seekers; expected impacts of geopolitical instability, including the conflict in Ukraine, conflict in Israel and surrounding areas and rising tensions between China mainland and Taiwan; our competitive position and opportunities, including our ability to realize the benefits from our operating model; our ability to improve gross margins; cost-containment measures; legislative and regulatory actions; the impact of legal proceedings and compliance risk; the impact on our business and reputation in the event of information technology system failures, network disruptions, cyber-attacks, or losses or unauthorized access to, or release of, confidential information; the ability of the Company to comply with laws and regulations regarding data privacy and protection; and others. In some cases, these statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “might,” “will,” “should,” “could,” “can,” “would,” “design,” “potential,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or the negative of these terms or similar expressions.

Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results or outcomes could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our ~~other SEC filings.~~

~~Overview~~

beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q, and, while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of,

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all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q are based on events or circumstances as of the date on which the statements are made. We ~~are~~undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as and to the extent required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.

Overview

The Company is a ~~blank check~~healthcare transportation and mobile services company ~~incorporated~~that uses proprietary dispatch and communication technology to help provide quality healthcare transportation and mobile, in-person medical treatment directly to patients in major metropolitan cities in the U.S. and the U.K.

The Company derives revenue primarily from two operating segments:

•Mobile Health Services: The services offered by this segment include services performed at homes and offices, testing and vaccinations, and event services such as 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: The services offered by this segment 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.

In addition, beginning with the first quarter of 2023, the Company began reporting in three operating segments, adding a ~~Delaware corporation on August 11, 2020. Our sponsor is Motion Acquisition LLC, a Delaware limited liability company (the “Sponsor”). We were formed~~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 ~~purpose~~prior-year period has been adjusted to conform to the new methodology, for the purposes of ~~effecting~~allowing for a ~~merger, share exchange, asset acquisition, share purchase, reorganization~~clearer analysis of year-over-year performance. See Note 11, “Business Segment Information” to the unaudited Condensed Consolidated Financial Statements for additional information regarding the Company’s segments and “Operating Expenses” below.

For the three months ended September 30, 2023, the Company recorded net income of $4.6 million, compared to net income of $2.5 million in the three months ended September 30, 2022.

For the nine months ended September 30, 2023, the Company recorded net income of $2.1 million, compared to net income of $23.6 million in the nine months ended September 30, 2022.

COVID-19

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 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 volume. In addition, the Company experienced lost revenues associated with sporting, concerts and other events, as those events were cancelled or ~~similar~~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 ~~combination~~impacts from COVID-19. In April and May 2020, the Company participated in an emergency project with ~~one or more~~FEMA in the New York City area. This engagement resulted in incremental transportation revenue. In addition, in response to the need for widespread COVID-19 testing, EMTs and paramedics, the Company formed a new subsidiary, RRT, with the goal of performing COVID-19 tests at nursing homes, municipal sites, businesses, ~~(the “Business Combination”). Although we are not limited~~schools and other venues. RRT is part of the Mobile Health Services segment.

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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 ~~particular industry or sector~~wide variety of tests, vaccinations and other procedures.

The Company’s current business plan assumes increased demand for ~~purposes of consummating~~Mobile Health Services, a ~~Business Combination, we intend to focus our search~~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 ~~consumer retail sector. We~~part of patients to receive treatments outside of traditional settings, such as doctor’s offices and hospitals.

Factors Affecting Our Results of Operations

Our operating results and financial performance are ~~an emerging~~influenced by a variety of factors, including, among others, our ability to obtain or maintain operating licenses; the success of our acquisition strategy; conditions in the healthcare transportation and mobile health services markets; our competitive environment; overall macroeconomic and geopolitical conditions, including rising interest rates, the inflationary environment, the potential recessionary environment, regional conflict and tensions, financial institution instability and the prospect of a shutdown of the U.S. federal government; availability of healthcare professionals and other personnel; changes in the cost of labor; and production schedules of our suppliers. Some of these key factors are briefly discussed below. Future revenue growth ~~company~~ and ~~as such, we~~improvement in operating results will be largely contingent on our ability to penetrate new markets, to further penetrate existing markets and to successfully bid on contracts, which are subject to ~~all~~a number of uncertainties, many of which are beyond our control.

Operating Licenses

We have historically pursued a strategy of applying for ambulance operating licenses in the states, counties and cities we have identified for future new market entry. The approval of a new operating license may take an extended period of time. We aim to reduce this risk through our acquisition strategy, pursuant to which we identify businesses and/or underlying licenses in these new markets that may be for sale.

Acquisitions

Historically, we have pursued an acquisition strategy to obtain ambulance operating licenses from small operators or to obtain enhanced capabilities to offer Mobile Health Services. Future acquisitions may also include larger companies that may help drive revenue, profitability, cash flow and stockholder value. During the nine months ended September 30, 2023, the Company completed two acquisitions for an aggregate purchase price of $32.8 million.

During the nine months ended September 30, 2022, the Company completed three acquisitions for an aggregate purchase price of $34.1 million, excluding $1.3 million held in escrow.

Healthcare Services Market

The Mobile Health Services market is dependent on several factors, including increased patient acceptance of services that are provided outside of traditional health care facilities, such as in homes, businesses or other designated locations; healthcare coverage of the ~~risks associated with emerging growth companies.~~

various Mobile Health Services; and continued desire on the part of government and municipal entities to fund programs to assist currently underserved patient segments via “population health” programs. These programs have increased in number, scale and scope since the beginning of the COVID-19 pandemic. While COVID-19 testing and vaccination programs have been scaled back from their levels at the pandemic’s peak, there have been expansions of these population health programs into other areas, such as the provision of healthcare and related services to recent migrants and asylum seekers.

The ~~registration statement~~Transportation Services market is highly dependent on patients requiring transportation after surgeries and other medical procedures and treatments. The Company primarily focuses on the non-emergency medical transport market, which includes services that are provided to patients who need assistance getting to and from medical appointments. Key drivers of this market are the increase in chronic conditions and the number of elective surgeries as well as the ongoing aging of the population, as the older demographics tend to be much more frequent consumers of medical transportation services. The market will also grow if hospitals and other healthcare facilities continue to outsource more of their transportation needs to independent providers, such as the Company.

Overall Economic Conditions in the Markets in Which We Operate

Economic changes both nationally and locally in our markets may impact our financial performance. Unfavorable changes in demographics, health care coverage of Transportation Services and Mobile Health Services, interest rates, or ambulance manufacturing; a weakening of the national economy or of any regional or local economy in which we operate; and other factors beyond our control could adversely affect our business.

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Trip Volumes and Average Trip Price

A “trip” is defined as an instance where the Company completes the transportation of a patient to a specific destination, for which we are able to charge a fee. This metric does not include instances where a trip is ordered and subsequently either canceled (by the customer) or declined (by the Company). As trip volume represents the most basic unit of transportation service provided by the Company, the Company believes it is a good measure of the level of demand for the initial public offering (the “Initial Public Offering”) was declared effective on October 14, 2020. On October 19, 2020, we consummated our Initial Public Offering of 11,500,000 units (the “Units”Company’s Transportation Services and ~~with respect~~is used by management to monitor and manage the Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $115.0 million, and incurring offering costs of approximately $6.7 million, inclusive of $4.0 million in deferred underwriting commissions.

~~Simultaneously with the closing~~scale of the ~~Initial Public Offering, we consummated~~business.

The average trip price is calculated by dividing the private placement (“Private Placement”) of 2,533,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $3.8 million.

~~We granted the underwriter a 45-day option~~aggregate revenue from the date of Initial Public Offering to purchase up to 1,725,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On November 16, 2020, the underwriter advised us that it will not exercise the over-allotment option. Consequently, 431,250 Class B common shares were forfeited, resulting in a decrease in the total number of ~~Class B common shares outstanding from 3,306,250 to 2,875,000, such that~~trips by the ~~Founder Shares will represent 20.0%~~total number of trips and is an important indicator of the ~~Company’s issued~~effective rate at which the Company is being compensated for its provision of Transportation Services.

Revenues generated from programs under which the Company is paid a fixed hourly or daily rate for the use of a fully staffed and ~~outstanding shares after~~equipped ambulance do not factor in the ~~Initial Public Offering.~~

~~Upon the closing~~trip counts or average trip prices mentioned above. We expect these fixed rate, “leased hour” programs to account for an increasing proportion of the ~~Initial Public Offering and the Private Placement, $115.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units~~Transportation Services segment’s revenues in the Initial Public Offering and the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee. Such proceeds will either be held as cash or invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

future.

Our Ability to Control Expenses

We will have 24 months from the closing of the Initial Public Offering, or October 19, 2022, to complete our initial Business Combination (the “Combination Period”). If we do not complete a Business Combination within this period of time (and stockholders do not approve an amendmentpay close attention to the ~~amended and restated certificate~~management of incorporation to extend this date), we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholder’s rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our Sponsor and the other holders of the Founder Shares (as defined below), (the “initial stockholders”), have entered into agreements with us, pursuant to which they have waived their rights to participate in any redemption with respect to their Founder Shares in the event we do not complete a Business Combination within the required time period; provided, however, if the initial stockholders or any of our officers, directors or affiliates acquire Public Shares in or after the Initial Public Offering, they will be entitled to a pro rata share of the Trust Account upon our redemption or liquidation in the event we do not complete a Business Combination within the required time period. In the event of such distribution, it is possible that the per share value in the Trust Account will be less than the Initial Public Offering price per Unit in the Initial Public Offering.

~~Liquidity and Capital Resources~~

~~As of September 30, 2020, we had cash of approximately $2,000 and a working capital deficit of approximately $90,000.~~

Prior to September 30, 2020, our liquidity needs were satisfied through a payment of $25,000 from the Company’s Chief Executive Officer to fund certain offering costs in exchange for the issuance of the Founder Shares (as defined below) to the Sponsor, and advances to us from the Sponsor of approximately $71,000 under a note payable (see Note 4) to pay for other offering costs in connection with the Initial Public Offering. Subsequent to September 30, 2020, our liquidity needs have been satisfied from the net proceeds of the consummation of the Private Placement not held in the Trust Account. We fully repaid the note payable on October 19, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, our officers, directors and initial stockholders may, but are not obligated to, provide us with Working Capital Loans. As of September 30, 2020, there were no amounts outstanding under any Working Capital Loans.

~~Based on the foregoing, our management believes that we will have sufficient~~ working capital and ~~borrowing capacity~~operating expenses. Some of our most significant operating expenses are labor costs, medical supplies and vehicle-related costs, such as fuel, maintenance, repair and insurance. Insurance costs include premiums paid for coverage as well as reserves for estimated losses within the Company’s insurance policy deductibles. We employ our proprietary technology to ~~meet~~help drive improvements in productivity per transport and per shift. We regularly analyze our ~~needs through~~workforce productivity to help achieve the ~~earlier~~optimum, cost-efficient labor mix for our locations. This involves managing the mix of company-employed labor and subcontracted labor as well as full-time and part-time employees.

Inflation

Since 2021, the ~~consummation~~inflation rate in the U.S., as measured by the Consumer Price Index, has generally trended higher. This data is reported monthly, showing year-over-year changes in prices across a basket of ~~a Business Combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying~~goods and ~~evaluating prospective initial Business Combination candidates, performing due diligence~~services. Though the inflation rate moderated in the first nine months of 2023, reaching an annualized level of 3.7% in September, it remains above historical averages. The increased inflation rate has had an impact on ~~prospective target businesses, paying for travel expenditures, selecting~~ the ~~target business to merge with or acquire,~~Company’s expenses in several areas, including wages, fuel and ~~structuring, negotiating~~medical and ~~consummating the Business Combination.~~

~~Our management continues to evaluate~~other supplies. This has had the impact of compressing gross profit margins, as the ~~COVID-19 pandemic and has concluded that~~Company is generally unable to pass these higher costs on to its customers, particularly in the ~~specific impact is not readily determinable~~short term. In a continued attempt to dampen inflation, the U.S. Federal Reserve implemented four interest rate hikes to date in 2023, raising its benchmark rate to the current level of 5.25-5.50% as of the date of the ~~unaudited condensed financial statements.~~ filing of this Quarterly Report on Form 10-Q. Looking to the remainder of 2023, we anticipate a continued moderation of the inflation rate when compared to the levels seen in 2022, as a result of these recent interest rate hikes and additional potential rate hikes, but expect inflation to remain above the levels seen in the previous 10 years. If inflation is above the levels that the Company anticipates, gross margins could be below plan and our business, operating results and cash flows may be adversely affected.

Investing in R&D and Enhancing Our Customer Experience

Our performance is dependent on the investments we make in research and development (“R&D”), including our ability to attract and retain highly skilled R&D personnel. We intend to develop and introduce innovative new software services, integrations with third-party products and services, mobile applications and other new offerings. If we fail to innovate and enhance our brand and our products, our market position and revenue may be adversely affected.

Regulatory Environment

The ~~financial statements do~~Company is subject to federal, state and local regulations, including healthcare and emergency medical services laws and regulations and tax laws and regulations. The Company’s current business plan assumes no material change in these laws and regulations. In the event that any such change occurs, compliance with new laws and regulations may significantly affect the Company’s operations and cost of doing business.

Components of Results of Operations

Our business consists of three reportable segments — Mobile Health Services, Transportation Services and Corporate. All revenue and cost of goods sold are contained within the Mobile Health Services and Transportation Services segments. Accordingly, revenues and cost of goods sold are discussed below on a consolidated level and are also broken down

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between Mobile Health Services and Transportation Services. Operating expenses are discussed on a consolidated level and broken down among all three segments. The Company evaluates the performance of each of its segments based primarily on its results of operations. Accordingly, other income and expenses not included in results of operations are only included in the discussion of consolidated results of operations.

Revenue

The Company’s revenue consists of services provided by its Mobile Health Services segment and its Transportation Services segment.

Cost of Revenues

Cost of revenues consists primarily of revenue generating wages paid to employees, vehicle insurance costs (including insurance premiums and costs incurred under the insurance deductibles), maintenance, fuel, laboratory fees, facility rent, medical supplies and subcontractors. We expect cost of revenues to continue to rise along with the expected increase in revenue.

Operating Expenses

General and Administrative Expenses

General and administrative expense consists primarily of salaries, bad debt expense, insurance expense, consultant fees, and professional fees for accounting services. We expect our general and administrative expense to increase as we continue to scale our business and grow headcount and as a result of operating as a public company, including our compliance with SEC rules and regulations, audit activities, additional insurance expenses, investor relations activities, and other administrative and professional services.

Depreciation and Amortization

The Company depreciates its assets using the straight-line method over the estimated useful lives of the respective assets. Amortization of intangibles consists of amortization of definite-lived intangible assets over their respective useful lives.

Legal and Regulatory Expenses

Legal and regulatory expenses include ~~any adjustments~~legal fees, consulting fees related to healthcare compliance, claims processing fees and legal settlements.

Technology and Development Expenses

Technology and development expense, net of capitalization consists primarily of costs incurred in the design and development of the Company’s proprietary technology, third-party software and technologies. We expect technology and development expense to increase in future periods to support our growth, including our intent to continue investing in the optimization, accuracy and reliability of our platform and drive efficiency in our operations. These expenses may vary from period to period as a percentage of revenue, depending primarily upon when we choose to make more significant investments, particularly when entering new business lines or customer sales channels.

Sales, Advertising and Marketing Expenses

Our sales, advertising and marketing expenses consist of costs directly associated with our sales and marketing activities, which primarily include sales commissions, marketing programs, trade shows, and promotional materials. We expect our sales and marketing expenses to continue to increase over time as we increase our marketing activities, grow our domestic and international operations, and continue to build brand awareness.

Interest Expense

Interest expense consists primarily of interest on our outstanding borrowings under our outstanding notes payable and financing obligations.

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Results of Operations

Comparison of the Three Months Ended September 30, 2023 and 2022


	Three Months Ended September 30,								Change $	Change %
$ in Millions	2023				2022

	Actual Results		% of Total Revenue		Actual Results		% of Total Revenue
Revenues, net	$	186.6	100.0	%	$	104.3	100.0	%	$82.3	78.9	%

Cost of revenues	131.5		70.5	%	71.3		68.3	%	60.2	84.4	%
Operating expenses:
General and administrative	$	33.6	18.0	%	22.1		21.2	%	11.4	51.4	%
Depreciation and amortization	4.3		2.3	%	3.0		2.9	%	1.3	43.3	%
Legal and regulatory	3.5		1.9	%	2.2		2.1	%	1.3	59.1	%
Technology and development	3.2		1.7	%	1.4		1.3	%	1.8	128.6	%
Sales, advertising and marketing	1.7		0.9	%	0.1		0.1	%	1.5	1500.0	%
Total expenses	177.8		95.3	%	100.1		96.0	%	77.7	77.6	%
Income from operations	8.8		4.7	%	4.2		4.0	%	4.6

Other income (expenses):
Interest income, net	0.3		0.2	%	0.3		0.3	%	—	—	%
(Loss) on remeasurement of warrant liabilities	—		—	%	(1.8)		(1.8)	%	1.8
Change in fair value of contingent liability	0.2		0.1	%	—		—	%	0.2
(Loss) gain on equity method investments	(0.1)		(0.1)	%	0.1		0.1	%	(0.2)
Gain on remeasurement of finance leases	—		—	%	—		—	%	—
(Loss) gain on disposal of fixed assets	—		—	%	0.1		0.1	%	(0.1)
Other income (expense)	—		—	%	—		—	%	—
Total other income (expense)	0.4		0.2	%	(1.3)		(1.3)	%	1.7

Net income before income tax provision	9.2		4.9	%	2.9		2.7	%	6.3
Income tax (provision)	(4.5)		(2.4)	%	(0.4)		(0.4)	%	-4.1
Net income	4.7		2.5	%	2.5		2.4	%	2.1
Net (loss) attributable to noncontrolling interests	(0.1)		(0.1)	%	(0.7)		(0.7)	%	0.6	(85.7)	%
Net income attributable to stockholders of DocGo Inc. and Subsidiaries	$	4.8	2.6	%	$	3.2	3.0	%	1.6

Consolidated

For the three months ended September 30, 2023, total revenue was $186.6 million, an increase of $82.3 million, or 78.9%, compared to the three months ended September 30, 2022.

Mobile Health Services

For the three months ended September 30, 2023, Mobile Health Services revenue totaled $139.3 million, an increase of $62.7 million, or 81.8%, compared to the three months ended September 30, 2022. The increase in revenue was primarily due to an expansion in services offered by the Mobile Health Services segment, particularly in the government customer sector. This expansion accelerated during the nine months ended September 30, 2023 as the Company increased its

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customer base and geographic reach, while extending several large customer contracts and introducing a broader range of services.

Transportation Services

For the three months ended September 30, 2023, Transportation Services revenue totaled $47.2 million, an increase of $19.5 million, or 70.6%, compared to the three months ended September 30, 2022. The increase in Transportation Services revenue reflected higher trip volumes and average trip prices. Volumes increased by approximately 9.4%, from 58,751 trips for the three months ended September 30, 2022, to 64,321 trips for the three months ended September 30, 2023. The increase in trip volumes was due to a combination of growth in the Company's customer base in certain core markets and acquisitions made during the first nine months of 2022. Our average trip price increased from $374 in the three months ended September 30, 2022 to $409 in the three months ended September 30, 2023. The increase in the average trip price in 2023 reflected a shift in mix toward higher-priced transports with existing customers, as well as the acquisition of licenses to provide higher acuity transports that ~~might~~earn higher prices per trip. The average trip price also benefited from an 8.7% increase in the average Medicare reimbursement rate for ambulance transports.

Cost of Revenues

For the three months ended September 30, 2023, total cost of revenue (exclusive of depreciation and amortization) increased by 84.4% compared to the three months ended September 30, 2022, while revenue increased by approximately 78.8%. Cost of revenue as a percentage of revenue increased to 70.5% in the three months ended September 30, 2023 from 68.3% in the three months ended September 30, 2022.

In absolute dollar terms, total cost of revenue in the three months ended September 30, 2023 increased by $60.2 million compared to the same period in 2022. This increase was primarily attributable to a $6.3 million increase in total compensation, due to higher headcount for both the Transportation Services and Mobile Health Services segments; a $35.7 million increase in subcontracted labor costs, primarily driven by new projects in both segments that required more personnel than the Company was able to initially provide through its existing staff; a $12.3 million increase in medical and related supplies; a $2.3 million increase in travel costs for field personnel and other clinicians who traveled out of their home regions to provide Mobile Health Services; and a $4.6 million net increase in other cost of revenues categories. These items were partially offset by a $1.0 million decline in vehicle costs, as the Company exited certain rental agreements.

For the Mobile Health Services segment, cost of revenue (exclusive of depreciation and amortization) in the three months ended September 30, 2023 amounted to $99.3 million, up 98.6% from $50.0 million in the three months ended September 30, 2022. Cost of revenue as a percentage of revenue increased to 71.2%% from 65.2% in the prior year period, despite a significant increase in revenue, reflecting higher compensation expenses as a result of headcount growth, significantly higher subcontracted labor costs and increased costs for medical supplies.

For the Transportation Services segment, cost of revenue (exclusive of depreciation and amortization) in the three months ended September 30, 2023 amounted to $32.2 million, up 51.2% from $21.3 million in the three months ended September 30, 2022. Cost of revenue as a percentage of revenues decreased to 68.3% from 76.8% in the prior year quarter, reflecting the impact of higher per-trip prices, increased revenues from standby contracts (for which we are paid a daily or hourly rate) and the overall increase in revenue, as well as a decline in the average fuel price.

Operating Expenses

For the three months ended September 30, 2023, the Company recorded $46.4 million of operating expenses compared to $28.9 million for the three months ended September 30, 2022, an increase of 60.7%. As a percentage of revenue, operating expenses decreased from 27.7% in the third quarter of 2022 to 24.9% in the third quarter of 2023, reflecting the increase in revenues described above. The increase of $17.5 million of operating expenses related primarily to an $8.3 million increase in total compensation due to investments in and expansion of corporate overhead to support revenue growth, partially driven by higher stock compensation expense; a $1.5 million increase in depreciation and amortization due to an increase in assets to support revenue growth, capitalized software amortization and assets that were added as part of acquisitions that the Company completed in the second half of 2022 and the second quarter of 2023; a $1.5 million increase in commissions related to both Mobile Health Services and Transportation Services projects; a $0.8 million increase in IT infrastructure, driven by the Company’s business and headcount expansion and acquisitions; a $0.4 million increase in bad debt expense, reflecting the growth of the business and related increase in accounts receivable; and a net $4.9 million increase spread across a variety of other operating expense categories. The Company anticipates that operating expenses will continue to decline as a percentage of revenue from the ~~outcome~~levels seen in the first three quarters of ~~this uncertainty.~~

2023.

~~Results~~

Table of ~~Operations~~

~~Our entire activity since inception up to~~Contents

For the Mobile Health Services segment, operating expenses in the three months ended September 30, ~~2020 was~~2023 were $19.0 million, up from $8.7 million in ~~preparation for our formation~~the three months ended September 30, 2022. Operating expenses as a percentage of revenue increased to 13.4% in the third quarter of 2023, from 11.4% in the third quarter of 2022, reflecting significant expenditures that have been made in recent quarters in the expansion of services and geographic areas of operation, as well as the ~~Initial Public Offering. We will not be generating any operating revenues until~~continued buildout of the ~~closing and completion of our initial Business Combination.~~

Mobile Health Services management infrastructure.

For the ~~period from August 11, 2020 (inception) through~~Transportation Services segment, operating expenses in the three months ended September 30, ~~2020, we~~2023 were $14.5 million, compared to $10.3 million in the three months ended September 30, 2022. Operating expenses as a percentage of revenue decreased to 30.6% for the three months ended September 30, 2023 from 37.2% in the three months ended September 30, 2022, reflecting the increased revenue in the current year period.

For the Corporate segment, which represents primarily shared services that are not contained within the entities included in either the Mobile Health Services or Transportation Services segments, operating expenses in the three months ended September 30, 2023 were $12.9 million, compared to $9.9 million in the three months ended September 30, 2022. Corporate expenses amounted to approximately 6.9% of total consolidated revenues in the third quarter of 2023, compared to 9.5% in the third quarter of 2022, reflecting the significant increase in total consolidated revenues.

Interest Income, Net

For the three months ended September 30, 2023, the Company recorded $0.3 million of interest income, net compared to $0.3 million of interest income, net in the three months ended September 30, 2022. Higher rates of interest were earned on balances in the Company’s interest-bearing accounts in the three months ended September 30, 2023, offsetting the impact of a decline in average cash balances when compared to the three months ended September 30, 2022.

(Loss) on Remeasurement of Warrant Liabilities

During the three months ended September 30, 2023, there were no gains or losses recorded relating to remeasurement of warrant liabilities, as all warrants were redeemed during the third quarter of 2022. During the three months ended September 30, 2022, the Company recorded a loss of approximately $1.8 million from the remeasurement of warrant liabilities. The warrants were marked-to-market in each reporting period, and this loss reflected the increase in the Company’s stock price relative to the beginning of the third quarter of 2022.

Change in Fair Value of Contingent Liability

During the three months ended September 30, 2023, the Company recorded a change in fair value of contingent consideration of $0.2 million. There was no related change in fair value recorded in the three months ended September 30, 2022.

(Loss) Gain on Equity Method Investments

During the three months ended September 30, 2023, the Company recorded a loss on equity method investments of $0.1 million representing its share of the losses incurred by an entity in which the Company has a minority interest. During the three months ended September 30, 2022, the Company recorded a gain on equity method investments of $0.1 million.

Gain on Remeasurement of Finance Leases

During the three months ended September 30, 2023 and 2022, there were no gains or losses recorded relating to remeasurement of finance leases.

(Loss) Gain on Disposal of Fixed Assets

During the three months ended September 30, 2023, the Company recorded a loss on the disposal of fixed assets of $9,983, compared to a gain on the disposal of fixed assets of $42,667 during the three months ended September 30, 2022.

Income Tax (Provision)

During the three months ended September 30, 2023, the Company recorded an income tax provision of $4.5 million, compared to an income tax provision of $0.4 million in the three months ended September 30, 2022. The increased tax expense was due to higher pretax income in the 2023 period.

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Net (Loss) Income Attributable to Noncontrolling Interests

For the three months ended September 30, 2023, the Company had net loss attributable to noncontrolling interests of approximately $0.1 million, compared to a net loss attributable to noncontrolling interests of approximately ~~$2,000~~$0.7 million for the three months ended September 30, 2022, which reflected improved performance in the Company’s joint venture markets in the three months ended September 30, 2023.

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Comparison of the Nine Months Ended September 30, 2023 and 2022


	Nine Months Ended September 30,								Change $		Change %
$ in Millions	2023				2022

	Actual Results		% of Total Revenue		Actual Results		% of Total Revenue
Revenues, net	$	425.0	100.0	%	$	331.7	100.0	%	$	93.3	28.1	%

Cost of revenues	296.3		69.7	%	219.4		66.1	%	76.9		35.1	%
Operating expenses:
General and administrative	93.6		22.0	%	70.7		21.3	%	22.9		32.4	%
Depreciation and amortization	11.8		2.8	%	7.3		2.2	%	4.5		61.6	%
Legal and regulatory	9.6		2.3	%	6.6		2.0	%	3.0		45.5	%
Technology and development	7.7		1.8	%	3.7		1.1	%	4.0		108.1	%
Sales, advertising and marketing	2.6		0.6	%	2.3		0.7	%	0.3		13.0	%
Total expenses	$	421.6	99.2	%	310.0		93.4	%	111.6		36.0	%
Income from operations	$	3.4	0.8	%	$	21.8	6.6	%	(18.4)

Other income (expenses):
Interest income, net	1.7		0.4	%	0.3		0.1	%	1.4		466.7	%
(Loss) gain on remeasurement of warrant liabilities	—		—	%	1.1		0.3	%	(1.1)
Change in fair value of contingent liability	0.2		—	%	—		0.3	%	0.2
(Loss) gain on equity method investments	(0.3)		(0.1)	%	0.1		—	%	(0.4)
Gain on remeasurement of finance leases	—		—	%	1.4		0.4	%	(1.4)
(Loss) gain on disposal of fixed assets	(0.2)		—	%	0.1		—	%	(0.3)
Other income (expense)	(0.7)		(0.2)	%	—		—	%	(0.7)
Total other income (expense)	0.7		0.2	%	3.0		0.9	%	(2.3)		(76.7	%)

Net income before income tax provision	4.1		1.0	%	24.8		7.5	%	(20.7)
Income tax (provision)	(2.0)		(0.5)	%	(1.2)		—	%	(0.8)
Net income	2.1		0.5	%	23.6		7.1	%	(21.5)
Net income (loss) attributable to noncontrolling interests	2.8		0.7	%	(2.9)		(0.9)	%	5.7		196.6	%
Net income attributable to stockholders of DocGo Inc. and Subsidiaries	$	(0.7)	(0.2)	%	$	26.5	8.0	%	$	(27.2)

Consolidated

For the nine months ended September 30, 2023, total revenue was ~~attributable~~$425.0 million, an increase of $93.3 million, or 28.1%, from the total revenue recorded in the nine months ended September 30, 2022.

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Mobile Health Services

For the nine months ended September 30, 2023, Mobile Health Services revenue totaled $292.4 million, an increase of $38.3 million, or 15.1%, compared to ~~general and administrative expenses and formation costs.~~

~~Contractual Obligations~~

~~Registration Rights~~

the nine months ended September 30, 2022. The ~~Sponsor is entitled~~increase in revenue was due to ~~registration rights pursuant to a registration rights agreement. The Sponsor will be entitled to make up to three demands, excluding short form registration demands, that we register~~an expansion in services offered by the ~~Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion~~Mobile Health Services segment, particularly in the government customer sector. This expansion has accelerated through the first nine months of working capital loans for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by us. We will bear the expenses incurred in connection with the filing of any such registration statements.

~~Underwriting Agreement~~

We granted the underwriter a 45-day option to purchase up to 1,725,000 additional Units to cover any over-allotments, at the Initial Public Offering price less the underwriting discounts and commissions. On November 16, 2020, the underwriter advised2023 as the Company increased its customer base and geographic reach, while extending several large customer contracts and introducing a broader range of services. This outweighed a significant decline in COVID-19 related mass testing services and related revenue when compared to the prior year period. The Company estimates that ~~it will not exercise the over-allotment option.~~

~~The underwriter was entitled~~revenue from mass COVID-19 testing programs amounted to ~~an underwriting discount of $0.20 per unit, or $2.3~~approximately $3.0 million in the ~~aggregate, paid upon the closing~~first nine months of ~~the Initial Public Offering. In addition, $0.35 per unit, or~~2023, compared to approximately ~~$4.0~~$74.0 million in the ~~aggregate, will be payable~~first nine months of 2022.

Transportation Services

For the nine months ended September 30, 2023, Transportation Services revenue totaled $132.7 million, an increase of $55.0 million, or 70.9% compared to the ~~underwriter~~nine months ended September 30, 2022. This increase was due to an increase in both trip volumes and the average price per trip. Trip volumes increased by approximately 20%, from 154,534 trips for ~~deferred underwriting commissions~~the nine months ended September 30, 2022 to 185,404 trips for the nine months ended September 30, 2023. The increase in trip volumes was due to a combination of growth in the Company’s customer base in certain core markets and acquisitions made during the second half of 2022 and second quarter of 2023. Our average trip price increased from $362 in the nine months ended September 30, 2022 to $405 in the nine months ended September 30, 2023. The increase in the average trip price in 2023 reflected a shift in mix toward higher-priced transports with existing customers, as well as the acquisition of licenses to provide higher acuity transports that earn higher prices per trip. The average trip price also benefited from an 8.7% increase in the average Medicare reimbursement rate for ambulance transports.

Cost of Revenues

For the nine months ended September 30, 2023, total cost of revenue (exclusive of depreciation and amortization) increased by 35.1% compared to the nine months ended September 30, 2022, while revenue increased by approximately 28.1%. Cost of revenue as a percentage of revenue increased to 69.7% in the nine months ended September 30, 2023 from 66.1% in the nine months ended September 30, 2022.

In absolute dollar terms, total cost of revenue in the nine months ended September 30, 2023 increased by $76.9 million from the ~~amounts held~~prior year period. This was primarily attributable to a $32.3 million increase in total compensation, reflecting higher headcount for both the Transportation Services and Mobile Health Services segments; a $40.2 million increase in subcontracted labor, driven primarily by the Mobile Health Services segment, where revenue increases outpaced the Company’s ability to service such revenue solely with internal resources, as well as certain projects which required more specialized personnel; and a $4.8 million increase in medical and related supplies. These increases were slightly offset by a net decrease of $0.5 million in expenses across a variety of other cost of revenues categories.

For the Mobile Health Services segment, cost of revenue (exclusive of depreciation and amortization) in the ~~Trust Account solely~~nine months ended September 30, 2023 amounted to $204.1 million, up $45.2 million, or 29%, from the nine months ended September 30, 2022. Cost of revenue as a percentage of revenue increased to 69.8% in the ~~event~~nine months ended September 30, 2023 from 62.6% in the nine months ended September 30, 2022, despite a significant increase in revenues, reflecting higher compensation expenses as a result of headcount growth, significantly higher subcontracted labor costs and increased costs for medical supplies, which outweighed the impact of reduced lab fees and supplies costs due to the significant decline in COVID testing.

For the Transportation Services segment, cost of revenue (exclusive of depreciation and amortization) in the nine months ended September 30, 2023 amounted to $92.2 million, up $31.8 million, or 53%, from the nine months ended September 30, 2022. Cost of revenue as a percentage of revenues decreased to 69.5% in the nine months ended September 30, 2023 from 77.8% in the prior year period, reflecting the impact of higher per-trip prices, increased number of standby contracts (for which we are paid a daily or hourly rate) and the overall increase in revenue, as well as a decline in the average fuel price.

Operating Expenses

For the nine months ended September 30, 2023, the Company recorded $125.3 million of operating expenses compared to $90.6 million for the nine months ended September 30, 2022, an increase of 38.4%. As a percentage of revenue, operating expenses increased from 27.3% in the nine months ended September 30, 2022 to 29.5% in the nine months ended September 30, 2023. The increase of $34.4 million related primarily to a $21.3 million increase in total compensation,

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which included costs for both directly employed and subcontracted staff due to investments in and expansion of corporate infrastructure to support the revenue growth, as well as an increase in stock-based compensation expense; a $4.7 million increase in depreciation and amortization due to an increase in assets to support revenue growth and capitalized software amortization, as well as recently acquired companies; a $3.5 million increase in IT infrastructure, driven by the Company’s business and headcount expansion; a $2.2 million increase in insurance costs, reflecting higher headcount and expanded operations; a $2.0 million increase in rent and utilities relating to the Company’s ongoing geographic expansion; and a $3.1 million net increase across a variety of expense categories. These increased expenses were partially offset by a $2.4 million decrease in bad debt expense, as allowances for doubtful accounts were adjusted to better reflect the aging and collection history of the Company’s accounts receivable. We anticipate that ~~we complete~~operating costs over the remainder of 2023, as a percentage of total revenue, will decline from the levels seen in the nine months ended September 30, 2023.

For the Mobile Health Services segment, operating expenses in the nine months ended September 30, 2023 were $35.8 million, up 52% from $23.5 million in the nine months ended September 30, 2022. Operating expenses as a percentage of revenues increased to 12.3% in the nine months ended September 30, 2023 from 9.3% in the nine months ended September 30, 2022, reflecting significant expenditures that were made in the nine months ended September 30, 2023 related to the expansion of services and geographic areas of operation, as well as the continued buildout of the Mobile Health Services management infrastructure and the costs of developing the Company’s “on-demand” direct-to-consumer offering.

For the Transportation Services segment, operating expenses in the nine months ended September 30, 2023 were $39.6 million, up 37% from $28.9 million in the nine months ended September 30, 2022. Operating expenses as a percentage of revenues decreased to 29.9% for the nine months ended September 30, 2023 from 37.3% for the nine months ended September 30, 2022, reflecting the increased revenues in the current year period.

For the Corporate segment, which represents primarily shared services that are not contained within the entities included in either the Mobile Health Services or Transportation Services segments, operating expenses in the nine months ended September 30, 2023 were $49.6 million, compared to $38.1 million in the nine months ended September 30, 2022. The increase was driven by higher headcount as the Company built out its corporate infrastructure, as well as significantly higher stock compensation expenses. As a percentage of total consolidated revenues, Corporate expenses amounted to approximately 11.7% of revenues in the nine months ended September 30, 2023, compared to 11.5% in the nine months ended September 30, 2022.

Interest Income, Net

For the nine months ended September 30, 2023, the Company recorded $1.7 million of interest income, net compared to $0.3 million of interest income, net in the nine months ended September 30, 2022. This increase was primarily due to higher rates of interest earned on balances in the Company's interest-bearing accounts in the nine months ended September 30, 2023, which reflected significantly higher market interest rates.

(Loss) Gain on Remeasurement of Warrant Liabilities

During the nine months ended September 30, 2023, there were no gains or losses recorded relating to remeasurement of warrant liabilities, as all warrants were redeemed during the third quarter of 2022. During the nine months ended September 30, 2022, the Company recorded a gain of approximately $1.1 million from the remeasurement of warrant liabilities. The warrants are marked-to-market in each reporting period, and this gain was due to the decline in the Company’s stock price relative to the beginning of the period.

Change in Fair Value of Contingent Liability

During the nine months ended September 30, 2023, the Company recorded a change in fair value of contingent consideration of $0.2 million. No change in fair value was recorded during the nine months ended September 30, 2022.

(Loss) Gain on Equity Method Investments

During the nine months ended September 30, 2023, the Company recorded a loss of $0.3 million on equity method investments, representing its share of the losses incurred by an ~~initial Business Combination, subject~~entity in which the Company has a minority interest. During the nine months ended September 30, 2022, the Company recorded a gain on equity method investments of approximately $0.1 million.

Gain on Remeasurement of Finance Leases

During the nine months ended September 30, 2023, the Company did not record a gain or lossrelating to a change in

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estimated remaining liabilities under the terms of its leases. During the ~~underwriting agreement.~~

~~Critical Accounting Policies~~

~~Deferred Offering Costs Associated with~~nine months ended September 30, 2022, the ~~Initial Public Offering~~

~~We complied with~~Company recorded a gain of approximately $1.4 million, resulting from a change in estimated remaining liabilities under the ~~requirements~~terms of its leases.

(Loss) Gain on Disposal of Fixed Assets

During the ~~ASC 340-10-S99-1. Offering costs consist~~nine months ended September 30, 2023, the Company recorded a loss of ~~legal, accounting, and other costs incurred through~~$0.2 million on the ~~balance sheet date that were directly related~~disposal of fixed assets. During the nine months ended September 30, 2022, the Company recorded a gain of $42,667 on the disposal of fixed assets.

Income Tax (Provision)

During the nine months ended September 30, 2023, the Company recorded an income tax provision of $2.0 million, compared to an income tax provision of $1.2 million in the nine months ended September 30, 2022.

Net Income (Loss) Attributable to Noncontrolling Interests

For the nine months ended September 30, 2023, the Company had net income attributable to noncontrolling interests of approximately $2.8 million, compared to a net loss attributable to noncontrolling interests of $2.9 million for the nine months ended September 30, 2022. The income compared to the ~~Initial Public Offering~~prior year period loss reflected improved performance in the Company’s joint venture markets in the nine months ended September 30, 2023.

Liquidity and ~~that were charged~~Capital Resources

Since inception and prior to ~~stockholder’s~~the Business Combination, the Company completed three equity financing transactions as its principal source of liquidity. In November 2021, upon the completion of the ~~Initial Public Offering.~~

~~Net Loss Per Share~~

~~Net loss per share~~Business Combination and the PIPE Financing, the Company received proceeds of ~~common stock is computed by dividing~~approximately $158.1 million, net ~~loss applicable~~of transaction expenses. Generally, the Company has utilized proceeds from the financing transactions and the Business Combination to ~~stockholders by~~finance operations, invest in assets, acquire ambulance operating licenses and fund accounts receivable. The Company has also funded these activities through operating cash flows. However, even when the ~~weighted average number~~Company generates positive net income, operating cash flows are not always sufficient to meet immediate obligations arising from current operations. For example, as the business has grown, the Company’s expenditures for human capital and supplies has expanded accordingly, and the timing of ~~shares of common stock outstanding during~~ the ~~period, plus~~payments for payroll and to associated vendors, compared to the ~~extent dilutive~~timing of receipts of cash from customers, frequently results in the ~~incremental number~~need to use existing cash balances to fund working capital needs. The Company’s working capital needs depend on many factors, including the overall growth of ~~shares~~the Company and the various payment terms that are negotiated with customers and vendors. The Company’s future capital requirements also depend on many factors, including potential acquisitions, the Company’s level of ~~common stock~~investment in technology and ongoing technology development, and rate of growth in existing markets and into new markets. Capital requirements may also be affected by factors outside of the Company’s control, such as interest rates, rising inflation, financial institution instability or failure and other monetary and fiscal policy changes to ~~settle warrants, as calculated using~~ the ~~treasury method. Weighted average shares were reduced~~manner in which the Company currently operates. If the Company’s growth rate is higher than is currently anticipated, resulting in greater-than-anticipated capital requirements, the Company might need to, or choose to, raise additional capital through debt or equity financings.

On November 1, 2022, the Company entered into the Credit Agreement, which provides for the ~~effect~~Revolving Facility in the initial aggregate principal amount of ~~an aggregate of 431,250 shares~~$90 million. The Revolving Facility includes the ability for the ~~Class B~~Company to request an increase to the commitment by an additional amount of ~~common stock that were forfeited~~up to $50 million, though no Lender (nor the Lenders collectively) is obligated to increase its respective commitments. Borrowings under the Revolving Facility bear interest at a per annum rate equal to (i) at the Company’s option, (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 Company’s consolidated net leverage ratio. The Revolving Facility matures on November 1, 2027 and 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 ~~result~~net leverage ratio and interest coverage ratio, as defined in the Credit Agreement. On October 19, 2023, the Company drew down $25 million under the Revolving Facility, and this amount remains outstanding as of the ~~underwriter’s election~~date of the filing of this Quarterly Report on Form 10-Q.

Considering the foregoing, the Company anticipates that existing balances of cash and cash equivalents, future expected cash flows generated from our operations and the remaining available line of credit under the Revolving Facility will be sufficient to ~~not exercise~~satisfy operating requirements for at least the ~~over-allotment option. At~~next twelve months.

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Capital Resources

Working capital as of September 30, ~~2020, the Company did not have any dilutive securities~~2023 and other contracts that could potentially be exercised or converted into common stock and then share in the earnings of our company under the treasury method. As a result, diluted loss per share of common stock is the sameDecember 31, 2022 was as ~~basic loss per share of common stock for the period presented.~~

~~Off-Balance Sheet Arrangements~~

follows:


	September 30		December 31		Change $		Change %
$ in Millions	2023		2022
Working capital
Current assets	$	267.1	$	271.1	$	(4.0)	(1.5	%)
Current liabilities	113.1		100.2		$	12.9	12.9	%
Total working capital	$	154.0	$	170.9	$	(17.0)	(10.0	%)

As of September 30, ~~2020, we did~~2023, available cash totaled $52.9 million, which represented a decrease of $104.4 million compared to December 31, 2022, reflecting a significant increase in accounts receivable and acquisitions made during the nine months ended September 30, 2023. As of September 30, 2023, working capital amounted to $154.0 million, which represented a decrease of $17.0 million compared to December 31, 2022, primarily reflecting the decreased cash balance. Increased accounts receivable in the nine months ended September 30, 2023, which reflected the growth of the business and a shift towards higher credit quality customers who have longer payment terms, partially offset by the decline in cash, resulting in a decline in current assets as of September 30, 2023 compared to December 31, 2022. However, this was outweighed by the increase in current liabilities in the nine months ended September 30, 2023 due to higher accrued liabilities, reflecting the growth of the business and higher amounts of contingent consideration resulting from acquisitions.

Cash Flows

Cash flows as of the nine months ended September 30, 2023 and 2022 were as follows:


	As of September 30,				Change $		Change %
$ in Millions	2023		2022
Cash flow summary
Net cash (used in) provided by operating activities	$	(58.3)	$	37.6	$	(95.9)	(255.1	%)
Net cash (used in) investing activities	(26.9)		(37.8)		10.9		28.8	%
Net cash (used in) provided by financing activities	(11.9)		0.7		(12.6)		(1794.1	%)
Effect of exchange rate changes	0.2		(0.3)		0.5		(176.0	%)
Net (decrease) increase in cash	$	(96.9)	$	0.2	$	(97.1)	(48526.6	%)

Operating Activities

During the nine months ended September 30, 2023, operating activities used $58.3 million of cash, despite net income of $2.1 million. Non-cash charges amounted to $28.1 million and included $7.5 million in depreciation of property and equipment and right-of-use assets, $4.3 million from amortization of intangible assets, $15.2 million of stock compensation expense, a $0.2 million loss on the disposal of assets and a loss of $0.3 million from an investment that is accounted for under the equity method, and $1.0 million in deferred taxes. These were partially offset by a $0.3 million reduction in bad debt expense, and a non-cash gain of $0.2 million resulting from a reduction in the fair value of contingent consideration. Changes in assets and liabilities resulted in approximately $88.4 million in negative operating cash flow, as a $103.5 million increase in accounts receivable, reflecting the growth of the business and primarily driven by an increased amount of business with municipalities, which tend to have longer payment cycles; a $12.6 million decrease in accounts payable, and a $0.3 million increase in prepaid expenses and other current assets, partially offset by a $27.3 million increase in accrued liabilities and a $0.7 million decline in other assets.

During the nine months ended September 30, 2022, operating activities provided $37.6 million of cash, aided by net income of $23.6 million. Non-cash charges amounted to $11.9 million and included $5.0 million in depreciation of property and equipment and right-of-use assets, $2.2 million from amortization of intangible assets, $2.7 million in bad debt expense primarily related to a provision for potential uncollectible accounts receivable and $4.6 million of stock compensation expense. These were partially offset by non-cash gains of $1.4 million relating to the remeasurement of finance lease liabilities, $1.1 million from the remeasurement of warrant liabilities and a gain of $0.1 million from an investment that is accounted for under the equity method. Changes in assets and liabilities resulted in an approximately $2.1 million increase to operating cash flow, as a $2.9 million decrease in accounts receivable, a $0.9 million decrease in

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other assets and a $2.6 million increase in accrued liabilities outweighed the effect of a $0.3 million increase in prepaid expenses and a $4.0 million decline in accounts payable.

Investing Activities

During the nine months ended September 30, 2023, investing activities used $26.9 million of cash and consisted of the acquisition of property and equipment totaling approximately $4.4 million, the acquisition of intangibles in the amount of $2.5 million, the acquisition of businesses in the amount of $20.2 million, and an equity method investment in the amount of $0.2 million, partially offset by $0.3 million in cash proceeds from the disposal of property and equipment.

During the nine months ended September 30, 2022, investing activities used $37.8 million of cash and consisted of the acquisition of property and equipment totaling approximately $2.0 million, the acquisition of intangibles in the amount of $2.0 million and the acquisition of businesses in the amount of $33.8 million, primarily relating to acquisitions the Company completed in the third quarter of 2022.

Financing Activities

During the nine months ended September 30, 2023, financing activities used $11.9 million of cash, primarily due to a $8.4 million decrease in amounts due to seller, relating to payments made for acquisitions that were completed in the second half of 2022 and second quarter of 2023; $2.3 million in payments on obligations under the terms of finance leases; $2.2 million in payments for taxes related to shares withheld for employee taxes; and $0.5 million in repayments of notes payable. These amounts were partially offset by $1.5 million in proceeds from the exercise of stock options.

During the nine months ended September 30, 2022, financing activities provided $0.7 million of cash, and primarily included $2.0 million in non-controlling interest contributions, $1.9 million in proceeds from the exercise of stock options, and proceeds of $1.0 million from a revolving credit line. These factors were partially offset by a $1.0 million decrease in amounts due to seller, $0.6 million in repayments of notes payable, $0.5 million in Common Stock repurchased, and $2.1 million in payments on obligations under the terms of finance leases.

Future minimum annual maturities of notes payable as of the nine months ended September 30, 2023 are as follows (in millions):


	Notes Payable
2023, remaining	$	0.2
2024	0.7
2025	0.6
2026	0.6
2027	0.4
Thereafter	0.2
Total maturities	2.7
Current portion of notes payable	(0.7)
Long-term portion of notes payable	$	2.0

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Future minimum lease payments under finance leases as of the nine months ended September 30, 2023 are as follows (in millions):


	Finance Leases
2023, remaining	$	0.9
2024	3.0
2025	2.7
2026	2.0
2027	0.9
Thereafter	0.1
Total future minimum lease payments	9.6
Less effects of discounting	(0.9)
Present value of future minimum lease payments	$	8.7

Future minimum lease payments under operating leases as of the nine months ended September 30, 2023 are as follows (in millions):


	Operating Leases
2023, remaining	$	0.8
2024	3.0
2025	3.0
2026	2.2
2027	1.1
Thereafter	0.8
Total future minimum lease payments	10.9
Less effects of discounting	(1.1)
Present value of future minimum lease payments	$	9.8

Critical Accounting Estimates

Basis of Presentation

The Company’s unaudited Condensed Consolidated Financial Statements are presented in conformity with U.S. GAAP and pursuant to the rules and regulations of the SEC. The unaudited Condensed Consolidated Financial Statements include the accounts and operations of the Company and its subsidiaries. All intercompany accounts and transactions are eliminated upon consolidation. NCI in the unaudited Condensed Consolidated Financial Statements represent the portion of consolidated joint ventures and a VIE in which the Company does not have ~~any off-balance sheet arrangements~~direct equity ownership.

The Business Combination was accounted for as ~~defined~~a reverse recapitalization in ~~Item 303(a)(4)(ii)~~accordance with U.S. GAAP. Under this method of ~~Regulation S-K.~~

~~JOBS Act~~

accounting, the Company was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Ambulnz stock for the net assets of the Company, accompanied by a recapitalization. The ~~Jumpstart Our~~net assets of the Company 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 ~~Startups Act~~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 Business Combination, and as such, the Business Combination is considered a business combination under ASC 805 and was accounted for using the acquisition method of ~~2012 (the “JOBS Act”) contains provisions~~ accounting.

Principles of Consolidation

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The Company’s 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, which contracts with physicians and other health professionals in order to provide services to the Company. MD1 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 ~~among~~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 MD1 and therefore appropriately consolidates MD1 as a VIE.

Net income for MD1 was $16,839 for the nine months ended September 30, 2023. MD1’s total assets, all of which were current assets apart from other ~~things, relax certain reporting requirements~~assets amounting to $15,248, amounted to $0.6 million as of September 30, 2023. Total liabilities, all of which were current for ~~qualifying public companies. We qualify~~MD1, were $0.5 million as ~~an “emerging growth company” and~~of September 30, 2023. MD1’s total stockholders’ equity was $0.2 million as of September 30, 2023.

Business Combination

The Company accounts for its business combinations under the ~~JOBS Act~~provisions of ASC 805-10, which requires that the acquisition method of accounting be used for all business combinations. Assets acquired and liabilities assumed, including NCI, are ~~allowed~~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 ~~comply~~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 ~~new~~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 on the basis of 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.

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 ~~revised accounting pronouncements~~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 our financial performance; or (iv) a sustained decrease in our market capitalization, as indicated by our publicly quoted share price, below our net book value.

On February 3, 2023, Health commenced an 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 acted as a fiduciary for creditors and in a capacity equivalent to that of a bankruptcy trustee. The Assignee was responsible for liquidating the assets. Similar to a bankruptcy case, there was a claims process. Creditors of Health received notice of the ABC and a proof of claim form and were required to submit a proof of claim in order to participate in distribution of net liquidation proceeds by the Assignee.

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Based on such filing for Health, the Company impaired the goodwill assigned to that reporting unit as of December 31, 2022 by approximately $5.1 million.

Revenue Recognition

On January 1, 2019, the Company adopted ASC 606.

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; (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 be able to 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) Transportation Services and (2) Mobile Health Services. For both Transportation and 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.

Income Taxes

Income taxes are recorded in accordance with 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 effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result,difference between the financial ~~statements may~~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 ~~be comparable to companies~~ that ~~comply with new~~some or ~~revised accounting pronouncements as of public company effective dates.~~

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the ~~compensation disclosure~~deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that ~~may~~the benefit would more likely than not be ~~required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted~~realized assuming examination by the ~~PCAOB regarding mandatory audit firm rotation or a supplement~~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.

Please see Note 2, “Summary of Significant Accounting Policies” to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

unaudited Condensed Consolidated Financial Statements.

Item 3.Quantitative and Qualitative Disclosures ~~About~~about Market Risk

Interest Rate Risk and Foreign Exchange Risk

Cash equivalents that are subject to interest rate volatility represent our principal market risk. We ~~are~~do not expect cash flows to be affected to any significant degree by a ~~smaller reporting company~~sudden change in market interest rates as ~~defined by Rule 12b-2 of the Exchange Act and are~~our notes payable bear fixed interest rates. We do not ~~required to provide the information otherwise required under this item. As~~enter into investments for trading or speculative purposes. Additionally, as of September 30, ~~2020,~~2023, the Company had not made any draws under the Revolving Facility, and there were no amounts outstanding. On October 19, 2023, the Company drew down $25 million under the Revolving Facility.

We operate our business primarily within the U.S. and currently execute a majority of our transactions in U.S. dollars. However, we ~~were not subject~~are exposed to ~~any market or interest rate risk.~~limited foreign exchange risk as a result of our U.K. operations. The ~~net proceeds of~~foreign exchange loss amounted to $(582,471) to the ~~Initial Public Offering, including amounts~~Company in the ~~Trust Account, will be invested~~third quarter of 2023, compared to $248,283 in ~~U.S. government securities with a maturity~~the third quarter of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

2022. We have not ~~engaged in any~~utilized hedging ~~activities since our inception and we do not expect to engage in any hedging activities~~strategies with respect to such foreign exchange exposure. This limited foreign currency translation risk is not expected to have a material impact on our consolidated financial statements.

Concentrations of Risk and Significant Clients

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Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments and accounts receivable. Although we deposit our cash with multiple financial institutions in the ~~market risk to which we are exposed.~~

U.S. and in foreign countries, our deposits, at times, may exceed federally insured limits.

Item 4.Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

~~Under the supervision and with~~

Based on our management’s evaluation (with the participation of ~~our management, including~~ our principal executive officer and principal financial ~~officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures~~officer), as of the end of the ~~fiscal quarter ended September 30, 2020, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based~~period covered by this Quarterly Report on ~~this evaluation,~~Form 10-Q, our principal executive officer and principal financial officer have concluded that ~~during the period covered by this report,~~ our disclosure controls and procedures ~~were effective.~~

~~Disclosure controls~~(as defined in Rules 13a-15(e) and ~~procedures~~15d-15(e) under the Exchange Act) are ~~designed~~effective to ensure that information required to be disclosed by us in ~~our~~reports that we file or submit under the Exchange Act ~~reports~~ is recorded, processed, summarized and reported within the time periods specified in ~~the SEC’s~~SEC rules and forms and ~~that such information~~ is accumulated and communicated to our management, including our principal executive officer and principal financial officer, ~~or persons performing similar functions,~~ as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There ~~was~~were no ~~change~~changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the ~~fiscal~~ quarter ended September 30, ~~2020 covered by this Quarterly Report on Form 10-Q~~2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

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PART ~~II -~~II. OTHER INFORMATION

Item 1. Legal Proceedings

We and other participants in the healthcare industry are subject to legal proceedings, claims and litigation arising in the ordinary course of our business. In addition to the proceeding below, descriptions of certain legal proceedings to which we are a party are contained in Note 19, “Legal Proceedings” to our unaudited Condensed Consolidated Financial Statements and are incorporated herein.

On October 27, 2023, Joe Naclerio, individually and purportedly on behalf of all others similarly situated, filed a putative class action complaint for violation of federal securities laws in the U.S. District Court for the Southern District of New York against the Company, its Chairman, current and former Chief Executive Officers, and current and former Chief Financial Officers. The complaint alleges that the Company violated various securities laws, and seeks class certification, damages, interest, attorneys’ fees, and other relief. Due to the early stage of this proceeding, we cannot reasonably estimate the potential range of loss, if any. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter.

In addition, from time to time, in the ordinary course of business and like others in our industry, we receive requests for information from government agencies in connection with their regulatory or investigational authority. These requests can include subpoenas or demand letters for documents to assist the government in audits or investigations. We review such requests and notices and take what we believe to be appropriate action. We have been subject to certain requests for information and investigations in the past and could be subject to such requests for information and investigations in the future.

Item 1A. Risk Factors

Factors that could materially and adversely affect our business, financial condition and/or results of operations are described in the Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business, financial condition and/or results of operations. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in the 2022 Form 10-K.

Item 2.Unregistered Sales of Equity Securities, ~~and~~ Use of ~~Proceeds.~~

Proceeds, and Issuer Purchases of Equity Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(a) Amended and Restated Bylaws

On ~~October 19, 2020, we consummated~~November 2, 2023, in connection with the ~~Initial Public Offering~~effectiveness of ~~11,500,000 Units.~~new SEC rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “DGCL”), and a periodic review of the bylaws of the Company, the Board of Directors approved and adopted an amendment and restatement of the Company’s amended and restated bylaws (as so amended, the “A&R Bylaws”). The ~~Units sold~~A&R Bylaws became effective immediately upon approval by the Board of Directors.

Among other things, the amendments effected by the A&R Bylaws:

•clarify the notice procedures for adjournments of virtual meetings of stockholders and eliminate the requirement that the list of stockholders be open to examination at meetings of stockholders, in each case in accordance with the DGCL;

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•update certain procedural requirements related to director nominations by stockholders in light of the recently adopted Rule 14a-19 under the Exchange Act and reflect certain other related changes, including requiring: (1) additional background information and disclosures regarding stockholders proposing director nominations and other business, director nominees proposed by stockholders, and other persons related to a stockholder’s solicitation of proxies; and (2) any stockholder submitting a nomination notice to make a representation and provide confirmation as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Exchange Act and the A&R Bylaws and to provide evidence that the stockholder has complied with such requirements;

•add a new Section 2.9, which requires any director nominee to provide certain consents and representations related to voting, certain third-party arrangements and compliance with certain policies and procedures and a written questionnaire with respect to the nominee’s background and qualifications as well as to provide any other questionnaires or information that may be necessary to assess the nominee’s qualifications and eligibility for board service;

•require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white, which is reserved solely for use for solicitation by the Board of Directors;

•opt out of Section 116 of the DGCL by requiring that certain notices and other information or documents provided by stockholders to the Company pursuant to the A&R Bylaws be delivered in writing;

•require that a quorum cannot be readily convened for a meeting of the Board of Directors in order for the emergency bylaws described in Section 3.13 of the A&R Bylaws to become operative;

•provide that “officers” for purposes of the indemnification provisions set forth in Article VI include any individual designated by the Board of Directors as an officer of the Company pursuant to Article V of the A&R Bylaws;

•clarify the indemnification rights for a successful defense of any proceeding and the right of an indemnitee to bring suit if a request for indemnification is not paid in accordance with the A&R bylaws;

•eliminate inoperative provisions regarding the personal liability of directors and officers; and

•incorporate other non-substantive, ministerial, clarifying and conforming changes, including clarifying certain officer provisions to provide additional flexibility.

The foregoing description of the A&R Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Bylaws, a copy of which is filed as Exhibit 3.2 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

Executive Employment Agreement

On September 15, 2023, the Company disclosed that the Board of Directors appointed Lee Bienstock as the Chief Executive Officer of the Company.

On November 2, 2023, the Company and Mr. Bienstock entered into an Executive Employment Agreement (the “Bienstock Agreement”), which provides for an initial three-year term and automatic annual renewals thereafter unless either party provides 60 days’ notice of non-renewal. The Bienstock Agreement provides for an annual base salary of $785,000 (effective retroactive to September 15, 2023), a target annual bonus of 100% of base salary, a signing bonus of $500,000 (subject to repayment if Mr. Bienstock is terminated for “Cause” or resigns without “Good Reason” prior to November 2, 2024), a top-up equity grant in December 2023 with a targeted grant date value of $1,038,000 consisting 50% of restricted stock units and 50% of stock options, and eligibility to receive annual equity grants consisting 50% of restricted stock units and 50% of stock options, with the annual equity grant for December 2023 having a targeted grant date value of $6,000,000.

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In the event of a termination of the Bienstock Agreement by the Company without “Cause” or by Mr. Bienstock for “Good Reason” (each a “Covered Termination” and as defined in the ~~Initial Public Offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of $115 million. Barclays Capital Inc. acted as sole book-running manager. The securities~~Bienstock Agreement) that does not occur during the period beginning three months prior to a “Change in Control” (as defined in the ~~offering were registered~~Company’s 2021 Stock Incentive Plan) and ending 12 months after a Change in Control, the Bienstock Agreement provides for the following severance payments and benefits: (i) a cash payment equal to 12 months of Mr. Bienstock’s base salary payable in equal installments over 12 months, (ii) a pro rata portion of his annual bonus for the fiscal year of termination based on actual achievement of the bonus objectives and the number of days he was employed during the fiscal year, and (iii) payment or reimbursement for the premium for Mr. Bienstock and his covered dependents to maintain continued health coverage pursuant to the provisions of COBRA through the earlier of (A) the 12-month anniversary of the date of such termination of employment and (B) the date Mr. Bienstock and his covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s).

If the ~~Securities Act~~Covered Termination occurs during the period beginning three months prior to a Change in Control and ending 12 months after a Change in Control, then the Bienstock Agreement instead provides for the following severance payments and benefits: (i) a lump sum cash payment equal to the sum of (A) Mr. Bienstock’s base salary and (B) his target bonus, (ii) a pro rata portion of his annual bonus for the fiscal year of termination based on ~~registration statement on Form S-1 (No. 333-249061)~~actual achievement of the bonus objectives and the number of days he was employed during the fiscal year, (iii) the amount of any annual bonus earned, but not yet paid, for the fiscal year prior to such termination, and (iv) payment or reimbursement for the premium for Mr. Bienstock and his covered dependents to maintain continued health coverage pursuant to the provisions of COBRA through the earlier of (A) the 12-month anniversary of the date of such termination of employment and (B) the date Mr. Bienstock and his covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). The ~~Securities and Exchange Commission declared~~Bienstock Agreement provides for a “best net” after-tax 280G provision where Mr. Bienstock will receive the ~~registration statement effective on October 14, 2020.~~

~~Simultaneous with~~best after-tax result but is not eligible to receive any tax gross-ups, to the consummation of the Initial Public Offering, the Company consummated the private placement of an aggregate of 2,533,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, generating total proceeds of $3.8 million. The issuance wasextent any payments made pursuant to the ~~exemption from registration contained in~~Bienstock Agreement or otherwise would constitute a “parachute payment” under Section ~~4(a)(2)~~280G of the ~~Securities Act.~~

Internal Revenue Code.

The ~~Company granted~~severance payments and benefits under the ~~underwriter~~Bienstock Agreement are subject to Mr. Bienstock’s execution of a ~~45-day option from the date~~general release of Initial Public Offering to purchase up to 1,725,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On November 16, 2020, the underwriter advisedall claims against the Company ~~that it will not exercise~~and its affiliates. In addition, the ~~over-allotment option.~~

~~Of the gross proceeds received from the Initial Public Offering~~Bienstock Agreement includes standard covenants regarding confidentiality and ~~sale~~proprietary information, non-disparagement, non-competition and non-interference.

The foregoing summary of the ~~Private Placement Warrants, $115,000,000 was placed~~Bienstock Agreement does not purport to be complete and is qualified in its entirety by reference to the ~~Trust Account.~~

~~For a description~~full text of the ~~use~~Bienstock Agreement, a copy of which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

In the ~~proceeds generated~~third quarter of 2023, (i) none of our directors or officers (as defined in ~~our Initial Public Offering, see Part I,~~Rule 16a-1 under the Exchange Act) adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 105b-1 trading arrangement” (as those terms are defined in Item 2408 of ~~this Form 10-Q.~~

Regulation S-K); and (ii) the Company did not adopt any Rule 10b5–1 trading arrangement.

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Item 6.~~Exhibits.~~

Exhibits

~~Exhibit Number~~	~~Description~~
31.1*Exhibit Number		Description
3.1		Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company ’s Current Report on Form 8-K, filed with the SEC on November 12, 2021).
3.2*		Amended and Restated Bylaws.
10.1		Separation and Transition Services Agreement, dated October 11, 2023, by and between the Company and Anthony Capone (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on October 13, 2023).
10.2*		E xecutive Employment Agreement, dated November 2 , 2023, by and between the Company and Lee Bienstock.
31.1*		Certification of ~~Chief~~the Principal Executive Officer ~~(Principal Executive Officer) Pursuant~~P ursuant to Rules 13a-14(a) and 15d-14(a) ~~under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302~~ of the ~~Sarbanes-Oxley~~Exchange Act ~~of 2002.~~.
31.2*
31.2*	Certification of ~~Chief~~the Principal Financial Officer ~~(Principal Financial and Accounting Officer) Pursuant~~P ursuant to Rules 13a-14(a) and 15d-14(a) ~~under~~of the ~~Securities~~Exchange Act.
32.1**		Certification of the Principal Executive Officer P ursuant to Rule 13a-14(b) of the Exchange Act ~~of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

32.1*	~~Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to~~and 18 U.S.C. Section 1350, as ~~Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

32.2*	~~Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~101.INS~~	~~XBRL Instance Document~~

~~101.SCH~~	~~XBRL Taxonomy Extension Schema Document~~

~~101.CAL~~	~~XBRL Taxonomy Extension Calculation Linkbase Document~~

~~101.DEF~~	~~XBRL Taxonomy Extension Definition Linkbase Document~~

~~101.LAB~~	~~XBRL Taxonomy Extension Label Linkbase Document~~

~~101.PRE~~	~~XBRL Taxonomy Extension Presentation Linkbase Document~~

*	~~These certifications are furnished to the SEC~~adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ~~and are deemed not filed for purposes of Section 18~~.
32.2**		Certification of the ~~Securities~~Principal Financial Officer P ursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of ~~1934, as amended, nor shall they be deemed incorporated by reference in any filing under~~ the ~~Securities~~Sarbanes-Oxley Act of ~~1933, except~~2002.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as ~~shall be expressly set forth by specific reference~~Inline XBRL and contained in ~~such filing.~~Exhibit 101).

* Filed herewith.

~~SIGNATURE~~

** Furnished herewith.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, ~~hereunto~~thereunto duly authorized.

~~Dated: November 25, 2020~~	~~MOTION ACQUISITION CORP.~~
				DocGo Inc.
		~~By:~~	~~/s/ Rick Vitelle~~
Date: November 6, 2023		~~Name:~~By:	~~Rick Vitelle~~/s/ Lee Bienstock
		~~Title:~~	Lee Bienstock
			Chief Executive Officer



Date: November 6, 2023	By:	/s/ Norman Rosenberg
		Norman Rosenberg
		Chief Financial Officer and Treasurer

~~Delaware~~	~~001-39618~~	~~85-2515483~~
Delaware			85-2515483
(State or Other Jurisdiction of Incorporation or Organization)			(~~Commission File~~I.R.S. Employer Identification Number)	~~(IRS Employer~~

35 West 35th Street, Floor 6 New York, New York			10001
(Address of ~~Incorporation)~~Principal Executive Offices)				~~Identification No.)~~(Zip Code)

		~~Page~~
			Page
PART I.I - FINANCIAL INFORMATION

Item 1.			Financial Statements ~~(Unaudited)~~	1

	~~Unaudited Condensed Balance Sheet as of September 30, 2020~~	1

	~~Unaudited Condensed Statement of Operations for the period from August 11, 2020 (inception) through September 30, 2020~~	2

	~~Unaudited Condensed Statement of Changes in Stockholder’s Equity for the period from August 11, 2020 (inception) through September 30, 2020~~	3

	~~Unaudited Condensed Statement of Cash Flows for the period from August 11, 2020 (inception) through September 30, 2020~~	4

	~~Notes to Unaudited Condensed Financial Statements~~	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and ~~Results~~Result of Operations	14 40

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17 57

Item 4.	Controls and Procedures	17 58

PART ~~II.~~II - OTHER INFORMATION

Item 1. Legal Proceedings			59
Item 1A. Risk Factors			59
Item 2.			Unregistered Sales of Equity Securities ~~and~~, Use of Proceeds ~~from Registered~~, and Issuer Purchases of Equity Securities	18 59
Item 3. Defaults Upon Senior Securities					59
Item 4. Mine Safety Disclosures			59
Item 5. Other Information			59
Item 6. Exhibits			~~Exhibits~~62
Signatures			19 63

Assets:
Cash	$	1,532
Total Current Assets		1,532
Deferred offering costs associated with initial public offering		113,016
Total Assets	$	114,548

Liabilities and Stockholder’s Equity:
Current liabilities:
Accounts payable	$	20,450
Note payable to related party		71,163
Total Current Liabilities		91,613

Commitments and Contingencies

Stockholder’s Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		-
Class A common stock, $0.0001 par value; 50,000,000 shares authorized; none issued and outstanding		-
Class B common stock, $0.0001 par value; 12,500,000 shares authorized; 3,306,250 shares issued and outstanding ^{(1) (2)}		331
Additional paid-in capital		24,669
Accumulated deficit		(2,065	)
Total Stockholder’s Equity		22,935
Total Liabilities and Stockholder’s Equity	$	114,548

~~(1)~~	~~On October 14, 2020,~~
Condensed Consolidated Balance Sheets as of September 30, 2023 (U n a u d i t e d ) and December 31, 2022		2

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the ~~Sponsor effected a surrender~~Three and Nine Months Ended September 30, 2023 and 2022		3

Unaudited Condensed Consolidated Statements of ~~431,250 Class B common shares~~Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2023 and 2022		4

Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022		6

Notes to the Company for no consideration, resulting in a decrease in the total number of Class B common shares then outstanding from 3,737,500 to 3,306,250. All shares and associated amounts have been retroactively restated to reflect the share surrender (see Note 4).Unaudited Condensed Consolidated Financial Statements		8


	September 30, 2023		December 31, 2022
	Unaudited		Audited
ASSETS
Current assets:
Cash and cash equivalents	$	52,922,517	$	157,335,323
Accounts receivable, net of allowance of $4,778,401 and $7,818,702 as of September 30, 2023 and December 31, 2022, respectively	207,324,368		102,995,397
Assets held for sale	—		4,480,344
Prepaid expenses and other current assets	6,899,412		6,269,841
Total current assets	267,146,297		271,080,905

Property and equipment, net	21,852,663		21,258,175
Intangibles, net	38,586,498		22,969,246
Goodwill	47,594,304		38,900,413
Restricted cash	14,333,421		6,773,751
Operating lease right-of-use assets	9,420,525		9,074,277
Finance lease right-of-use assets	8,566,308		9,039,663
Equity method investments	447,125		597,977
Deferred tax assets	8,908,731		9,957,967
Other assets	2,928,270		3,625,254
Total assets	$	419,784,142	$	393,277,628
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	8,951,261	$	21,582,866
Accrued liabilities	58,883,665		31,573,031
Notes payable, current	696,053		664,913
Due to seller	12,995,455		26,244,133
Contingent consideration	26,238,486		10,555,540
Operating lease liability, current	2,561,165		2,325,024
Liabilities held for sale	—		4,480,344
Finance lease liability, current	2,733,332		2,732,639
Total current liabilities	113,059,417		100,158,490

Notes payable, non-current	2,044,938		1,236,601
Operating lease liability, non-current	7,196,596		7,040,982
Finance lease liability, non-current	5,930,776		5,914,164
Total liabilities	128,231,727		114,350,237

Commitments and contingencies

Stockholders’ equity:
Common stock ($0.0001 par value; 500,000,000 shares authorized as of September 30, 2023 and December 31, 2022; 103,874,539 and 102,411,162 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	10,387		10,241
Additional paid-in-capital	315,745,338		301,451,435
Accumulated deficit	(28,964,781)		(28,972,216)
Accumulated other comprehensive income	808,171		741,206
Total stockholders’ equity attributable to DocGo Inc. and Subsidiaries	287,599,115		273,230,666
Noncontrolling interests	3,953,300		5,696,725
Total stockholders’ equity	291,552,415		278,927,391
Total liabilities and stockholders’ equity	$	419,784,142	$	393,277,628

General and administrative expenses	$	2,065

Net loss	$	(2,065	)

Weighted average Class B shares outstanding, basic and diluted ^{(1) (2)}		2,875,000

Basic and diluted net loss per Class B share	$	(0.00	)

	Common Stock								Additional					Total
	Class A				Class B				Paid-In		Accumulated			Stockholder’s
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance – August 11, 2020 (inception)	-		$	-	-		$	-	$	-	$	-		$	-

Issuance of Class B common stock to related party ^{(1) (2)}		-		-		3,306,250		331		24,669		-			25,000

Net loss		-		-		-		-		-		(2,065	)		(2,065	)

Balance - September 30, 2020 (unaudited)		-	$	-		3,306,250	$	331	$	24,669	$	(2,065	)	$	22,935


	Common Stock			Additional Paid-in- Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total Stockholders’ Equity
	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
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)
Noncontrolling interest contribution	—	—		—		—		—		2,063,000		2,063,000
Foreign currency translation	—	—		—		—		(5,863)		—		(5,863)
Net loss attributable to noncontrolling interests	—	—		—		—		—		(1,257,257)		(1,257,257)
Net income attributable to stockholders of DocGo Inc. and Subsidiaries	—	—		—		10,629,694		—		—		10,629,694
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
UK Ltd. restricted stock	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
Exercise of stock options	378,941	38		728,465		—		—		—		728,503
Cashless exercise of options	354,276	35		(354)		—		—		—		(319)
Stock-based compensation	—	—		1,015,660		—		—		—		1,015,660
UK Ltd. restricted stock	—	—		95,543		—		—		—		95,543
Share warrants conversion	1,406,371	141		12,381,432		—		—		—		12,381,573
Net loss attributable to noncontrolling interests	—	—		—		—		—		(687,944)		(687,944)
Foreign currency translation	—	—		—		—		(248,283)		—		(248,283)
Net income attributable to stockholders of DocGo Inc. and Subsidiaries	—	—		—		3,154,430		—		—		3,154,430
Balance - September 30, 2022	102,824,878	$	10,778	$	301,522,213	$	(37,036,937)	$	(276,213)	$	6,613,018	$	270,832,859

Cash Flows from Operating Activities:
Net loss	$	(2,065	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities		-
Net cash used in operating activities		(2,065	)

Cash flow from financing activities:
Proceeds from note payable to related party		71,163
Payment of deferred offering costs		(67,566	)
Net cash provided by financing activities		3,597

Net change in cash		1,532
Cash - beginning of the period		-
Cash - end of the period	$	1,532

Supplemental disclosure of noncash activities:
Deferred offering costs paid by related party in exchange for issuance of Class B common stock	$	25,000
Deferred offering costs included in accounts payable	$	20,450


	FMC NA		CRMS		LMS		CAS		Ryan Brothers		Exceptional		GMS		Total

Consideration:
Cash consideration	$	4,000,000	$	9,000,000	$	302,450	$	5,541,269	$	7,422,252	$	6,375,000	$	20,338,789	$	52,979,760
Stock consideration	3,000,000		1,000,000		—		—		—		—		—		4,000,000
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 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
Other current assets	—		293,478		134,216		1,167,326		136,157		—		30,734		1,761,911
Property, plant and equipment	—		—		519,391		4,548,956		2,125,134		2,450,900		4,092		9,648,473
Intangible assets	—		15,930,000		2,419,600		—		387,550		125,000		10,305,000		29,167,150
Total identifiable assets acquired	—		19,831,615		9,101,502		13,610,825		9,113,883		6,660,440		15,320,439		73,638,704

Accounts payable	—		28,978		40,447		2,036,714		44,911		—		137,239		2,288,289
Due to seller	—		2,448,460		—		—		5,844,494		4,084,540		—		12,377,494
Other current liabilities	—		174,177		1,012,992		4,439,230		286,792		—		562,809		6,476,000
Total liabilities assumed	—		2,651,615		1,053,439		6,475,944		6,176,197		4,084,540		700,048		21,141,783

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


	Pre ABC Adjustment			2022 Adjustments			December 31,			YTD 2023 Adjustments			September 30,
							2022						2023
ASSETS

Current assets:
Cash and cash equivalents		$	(190,312)		$	190,312		$	—		$	—		$	—
Accounts receivable, net		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)			—			—			—

Property and equipment, net		1,107,279			(1,107,279)			—			—			—
Intangibles, net		30,697			(30,697)			—			—			—
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)			—
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

Current liabilities:
Accounts payable		$	196,122		$	(196,122)		$	—		$	—		$	—
Accrued liabilities		63,655,442			(4,250,603)			59,404,839			(59,404,839)			—
Operating lease liability, current		33,619			(33,619)			—			—			—
Liabilities held for sale		—			4,480,344			4,480,344			(4,480,344)			—
Total current liabilities		63,885,183			—			63,885,183			(63,885,183)			—
Total liabilities		$	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		$	—
Total stockholders’ equity attributable to DocGo Inc. and Subsidiaries		(38,525,805)			(2,921,958)			(41,447,763)			41,447,763			—
Noncontrolling interests		—			—			—			—			—
Total stockholders’ equity		$	(38,525,805)		$	(2,921,958)		$	(41,447,763)		$	41,447,763		$	—
Total liabilities and stockholders’ equity		$	25,359,378		$	(2,921,958)		$	22,437,420		$	(22,437,420)		$	—


	Carrying Value
Balance as of December 31, 2022	$	38,900,413
Goodwill acquired during the period	8,642,190
Currency translation adjustment	51,701
Balance as of September 30, 2023	$	47,594,304


	September 30, 2023
	Estimated Useful Life (Years)	Gross Carrying Amount		Additions		Accumulated Amortization		Net Carrying Amount
Patents	15 years	$	62,823	$	20,461	$	(14,195)	$	69,089
Computer software	5 years	247,828		—		(233,928)		13,900
Operating licenses	Indefinite	8,799,004		600,000		—		9,399,004
Internally developed software	4-5 years	8,284,058		1,838,085		(8,680,204)		1,441,939
Material contracts	Indefinite	62,550		—		—		62,550
Customer relationships	9 years	12,397,954		15,847,527		(2,530,535)		25,714,946
Trademark	8 years	326,646		2,735		(34,311)		295,070
Non-compete agreements	5 years	—		100,000		(10,000)		90,000
Trade credits	5 years	—		1,500,000		—		1,500,000
		$	30,180,863	$	19,908,808	$	(11,503,173)	$	38,586,498


	Amortization Expense
2023, remaining	$	986,093
2024	3,896,784
2025	3,846,769
2026	3,236,605
2027	3,235,890
Thereafter	12,422,803
Total	$	27,624,944


	September 30, 2023		December 31, 2022
Accrued subcontractors	$	24,121,473	$	8,101,150
Accrued general expenses	13,595,062		11,436,462
Accrued workers' compensation and other insurance liabilities	10,786,533		3,766,469
Accrued payroll	5,707,651		4,245,838
Accrued bonus	1,893,172		1,500,717
Accrued fuel and maintenance	902,789		253,243
Other current liabilities	798,826		706,528
Accrued legal fees	550,921		344,417
Accrued lab fees	463,008		584,203
Credit card payable	34,941		78,838
FICA/Medicare liability	29,289		555,166
Total accrued liabilities	$	58,883,665	$	31,573,031


	September 30, 2023		December 31, 2022
Equipment and financing loans payable, between 2.5% and 11.3% interest and maturing between June 2023 and August 2028	$	2,740,991	$	1,901,514
Loan received pursuant to the Payroll Protection Program Term Note	—		—
Total notes payable	2,740,991		1,901,514
Less: current portion of notes payable	$	696,053	$	664,913
Total non-current portion of notes payable	$	2,044,938	$	1,236,601


	Notes Payable
2023, remaining	$	180,213
2024	672,684
2025	678,695
2026	623,935
2027	428,872
Thereafter	156,592
Total maturities	$	2,740,991
Current portion of notes payable	(696,053)
Long-term portion of notes payable	$	2,044,938


	Transportation Services		Mobile Health Services		Corporate		Total
Three Months Ended September 30, 2023
Revenues	$	47,212,443	$	139,340,467	$	—	$	186,552,910

Income (loss) from operations	503,687		21,109,619		(12,905,351)		8,707,955

Total assets	129,796,548		225,084,373		64,903,221		419,784,142

Depreciation and amortization expense	2,333,426		1,193,187		809,654		4,336,267

Stock compensation	136,472		274,108		2,950,130		3,360,710

Long-lived assets	66,160,925		48,554,087		11,305,286		126,020,298

Capital expenditures	3,016,381		1,692,902		783,422		5,492,705

Three Months Ended September 30, 2022
Revenues	$	27,670,109	$	76,649,785	$	—	$	104,319,894

Income (loss) from operations	(3,858,715)		17,962,484		(9,904,579)		4,199,190

Total assets	102,061,123		84,096,109		169,762,978		355,920,210

Depreciation and amortization expense	1,688,219		550,034		776,611		3,014,864

Stock compensation	152,163		80,351		878,689		1,111,203

Long-lived assets	66,116,505		21,431,704		2,817,517		90,365,726

Capital expenditures	4,839,972		11,504,148		1,009,414		17,353,534


	September 30, 2023	September 30, 2022
Primary Geographical Markets
United States	107,033,650	87,161,204
United Kingdom	18,986,648	3,204,522
Total Long-Lived Assets	126,020,298	90,365,726