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DocGo (DCGO)

Document And Entity Information

Document And Entity Information - shares3 Months Ended
Mar. 31, 2021Jun. 01, 2021
Document Information Line Items
Entity Registrant NameMotion Acquisition Corp.
Document Type10-Q
Current Fiscal Year End Date--12-31
Amendment Flagfalse
Entity Central Index Key0001822359
Entity Current Reporting StatusNo
Entity Filer CategoryNon-accelerated Filer
Document Period End DateMar. 31,
2021
Document Fiscal Year Focus2021
Document Fiscal Period FocusQ1
Entity Small Businesstrue
Entity Emerging Growth Companytrue
Entity Shell Companytrue
Entity Ex Transition Periodfalse
Entity File Number001-39618
Entity Incorporation, State or Country CodeDE
Entity Interactive Data CurrentYes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding11,500,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding2,875,000

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)Mar. 31, 2021Dec. 31, 2020
Current assets:
Cash $ 498,817 $ 878,653
Prepaid expenses223,447 168,527
Other current assets350 350
Total Current Assets722,614 1,047,530
Investments held in Trust Account115,003,350 115,020,078
Total Assets115,725,964 116,067,608
Current liabilities:
Accounts payable64,008 11,658
Franchise tax payable50,000 78,192
Other accrued liabilities70,000 70,000
Total Current Liabilities184,008 159,850
Deferred underwriting commissions in connection with initial public offering4,025,000 4,025,000
Warrant liabilities6,685,000 9,040,670
Total Liabilities10,894,008 13,225,520
Commitments and Contingencies (Note 5)
Class A common stock, $0.0001 par value; 50,000,000 shares authorized; 9,983,195 and 9,784,208 shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively99,831,950 97,842,080
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Class A common stock, $0.0001 par value; 50,000,000 shares authorized; 1,516,805 and 1,715,792 shares issued and outstanding (excluding 9,983,195 and 9,784,208 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively152 172
Class B common stock, $0.0001 par value; 12,500,000 shares authorized; 2,875,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020288 288
Additional paid-in capital7,233,231 9,223,081
Accumulated deficit(2,233,665)(4,223,533)
Total Stockholders’ Equity5,000,006 5,000,008
Total Liabilities and Stockholders’ Equity $ 115,725,964 $ 116,067,608

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / sharesMar. 31, 2021Dec. 31, 2020
Common stock shares subject to possible redemption9,983,195 9,784,208
Common stock shares subject to possible redemption (in Dollars per share) $ 10 $ 10
Preferred stock par value (in Dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized1,000,000 1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized50,000,000 50,000,000
Common stock, shares issued1,516,805 1,715,792
Common stock, shares outstanding1,516,805 1,715,792
Class B Common Stock
Common stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized12,500,000 12,500,000
Common stock, shares issued2,875,000 2,875,000
Common stock, shares outstanding2,875,000 2,875,000

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Statement of Operations3 Months Ended
Mar. 31, 2021USD ($)$ / sharesshares
General and administrative expenses $ 382,816
Loss from operations(382,816)
Other income:
Interest earned on marketable securities held in Trust Account17,014
Change in fair value of warrant liabilities2,355,670
Total other income2,372,684
Net income $ 1,989,868
Class A Common Shares
Other income:
Weighted average number of common shares outstanding, basic and diluted (in Shares) | shares11,500,000
Basic and diluted net income per common share (in Dollars per share) | $ / shares $ 0
Class B Common Shares
Other income:
Weighted average number of common shares outstanding, basic and diluted (in Shares) | shares2,875,000
Basic and diluted net income per common share (in Dollars per share) | $ / shares $ 0.69

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Statement of Changes in Stockholders' Equity - 3 months ended Mar. 31, 2021 - USD ($)Class A Common StockClass B Common StockAdditional Paid-In CapitalAccumulated DeficitTotal
Balance at Dec. 31, 2020 $ 172 $ 288 $ 9,223,081 $ (4,223,533) $ 5,000,008
Balance (in Shares) at Dec. 31, 20201,715,792 2,875,000
Class A common shares subject to possible redemption $ (20)(1,989,850)(1,989,870)
Class A common shares subject to possible redemption (in Shares)(198,987)
Net income1,989,868 1,989,868
Balance at Mar. 31, 2021 $ 152 $ 288 $ 7,233,231 $ (2,233,665) $ 5,000,006
Balance (in Shares) at Mar. 31, 20211,516,805 2,875,000

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statement of Cash Flows3 Months Ended
Mar. 31, 2021USD ($)
Cash flows from operating activities:
Net income $ 1,989,868
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account(17,014)
Change in fair value of warrant liabilities(2,355,670)
Changes in operating assets and liabilities:
Prepaid expenses(54,920)
Accounts payable52,350
Franchise taxes payable(28,192)
Net cash used in operating activities(413,578)
Cash flows from investing activities:
Interest released from Trust Account33,742
Net cash provided by investing activities33,742
Net decrease in cash(379,836)
Cash - beginning of the period878,653
Cash - end of the period498,817
Supplemental disclosure of noncash activities:
Change in value of Class A common shares subject to possible redemption $ 1,989,870

Description of Organization and

Description of Organization and Business Operations3 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]
Description of Organization and Business OperationsNote 1 – Description of Organization
and Business Operations Organization and General Motion Acquisition Corp. (the “Company”)
was incorporated as a Delaware corporation on August 11, 2020. The Company was formed for the purpose of entering into a merger, share
exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses
or entities. The Company is not limited to a particular industry or geographic region for purposes of consummating a business combination.
The Company has neither engaged in any operations nor generated revenue to date. The Company’s management has broad discretion
with respect to the specific application of the net proceeds of its initial public offering of units (the “Initial Public Offering”),
although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward completing a
business combination. Furthermore, there is no assurance that the Company will be able to successfully complete a business combination. Sponsor and Financing The Company’s sponsor is Motion Acquisition
LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial
Public Offering was declared effective on October 14, 2020. On October 19, 2020, the Company consummated its Initial Public
Offering of 11,500,000 units (the “Units” and, with respect to 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 (Note 3). Simultaneously with the closing of the Initial
Public Offering, the Company consummated 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 (Note 4). 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 States 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. 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 24 months
from the closing of the Initial Public Offering. Proposed Business Combination On March 8, 2021, the Company entered into a merger
agreement (the “Merger Agreement”) with Ambulnz, Inc. dba DocGo (“DocGo”) pursuant to which DocGo would merge
with a newly incorporated subsidiary (“Merger Sub”) of the Company (the “Merger”), with DocGo being the surviving
entity of the Merger and becoming a wholly-owned subsidiary of the Company. The Merger is expected to be consummated following the receipt
of required approval by the stockholders of the Company and DocGo, required regulatory approvals, and the fulfillment of other conditions. Upon consummation of the Merger, DocGo stockholders
will receive 83,600,000 shares of the Company’s Class A common stock as consideration and up to 5,000,000 additional shares of the
Company’s Class A common stock as earn-out consideration issuable in the future upon attainment of certain specified stock price
conditions. In addition, substantially concurrently with, and contingent upon, the consummation of the Merger, 12,500,000 shares of the
Company’s Class A common stock will be purchased at a price of $10.00 per share by certain third-party investors (collectively,
the “PIPE Investors”), for a total aggregate purchase price of $125,000,000 (the “PIPE Investment”). The proceeds
of the PIPE Investment, together with the amounts remaining in the Company’s trust account will be retained by DocGo upon the consummation
of the Merger. Refer to the Company’s Annual Report on
Form 10-K/A as filed with the Securities and Exchange Commission (“SEC”) on May 28, 2021 for additional information on
the proposed Merger with DocGo and the associated PIPE Investment. Liquidity and Capital Resources The accompanying unaudited condensed consolidated
financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things,
the realization of assets and satisfaction of liabilities in the normal course of business. As of March 31, 2021, the Company
had approximately $499,000 of cash in its operating account and approximately $539,000 of working capital. Until the time of the
Company’s Initial Public Offering on October 19, 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 related party note payable
(the “Note Payable”) (see Note 4) to pay for other offering costs in connection with the Initial Public Offering. Subsequent
to October 19, 2020 through March 31, 2021, the liquidity needs have been satisfied from the net proceeds of the consummation of the Private
Placement not held in the Trust Account. The Company fully repaid the Note Payable on October 19, 2020. In addition, in order to finance
transaction costs in connection with a business combination, the Company’s officers, directors and initial stockholders may, but
are not obligated to, provide the Company Working Capital Loans (see Note 4). To date, no Working Capital Loans have been made. Based on the foregoing,
management believes that the Company will have sufficient working capital 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, we will be using these funds to pay
existing accounts payable and to consummate our initial business combination.

Basis of Presentation and Signi

Basis of Presentation and Significant Accounting Policies3 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation and Significant Accounting PoliciesNote 2 – Basis of Presentation and Significant
Accounting Policies Basis of Presentation The accompanying unaudited
condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted
in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly,
they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated
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 three months ended March 31, 2021 are not necessarily indicative
of the results that may be expected for the full year ending December 31, 2021. The accompanying unaudited
condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included
in the Company’s Annual Report on Form 10K/A filed with the SEC on May 28, 2021. Emerging Growth Company The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart
our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being
required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure
obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging
growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth
companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period
which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,
as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company
nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used. Use of Estimates The preparation of unaudited condensed consolidated
financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It
is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the
date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change
in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial
statements is the determination of the fair value of the derivative warrant liabilities. Such estimates may be subject to change as more
current information becomes available. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject
the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal
depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company
is not exposed to significant risks on such accounts. Principles of Consolidation The unaudited condensed consolidated financial
statements include the accounts of the Company and its wholly owned subsidiary, Merger Sub, as of March 31, 2021. Merger Sub had no assets
or liabilities as of March 31, 2021. All significant inter-company transactions and balances have been eliminated in consolidation. Investments Held in the Trust Account The Company’s portfolio of investments held
in the Trust Account is comprised of 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 investments in money market funds that invest in U.S. government securities, or a
combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities
are presented on the unaudited condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses
resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying
unaudited condensed consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined
using available market information. Warrant Liabilities The Company does not use derivative instruments
to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including
issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives,
pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded
as liabilities or as equity, is reassessed at the end of each reporting period. The Company accounts for its 6,366,666 common
stock warrants issued in connection with its initial public offering (3,833,333) and Private Placement (2,533,333) as derivative warrant
liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and
adjusts the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date
until exercised, and any change in fair value is recognized in the Company’s condensed consolidated statement of operations. Fair Value of Financial Instruments Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement
date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure
fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is
categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2021 and December 31,
2020, the carrying values of cash, accounts payable, accrued expenses and franchise tax payable approximate their fair values due to the
short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S.
Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury
securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices
in active markets. The fair value of Public Warrants and Private
Placement Warrants was determined using a Monte Carlo simulation at December 31, 2020, and was determined by reference to the quoted price
of the Public Warrants on the Nasdaq Stock Market at March 31, 2021. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting,
underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering
costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis,
compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred and presented as
non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged
to stockholders’ equity upon the completion of the Initial Public Offering. Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is
computed by dividing net income (loss) applicable to each class of stockholders by the weighted average number of shares of common stock
outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private
Placement to purchase an aggregate of 6,366,666 shares of Class A common stock at an exercise price of $11.50 per share in the
calculation of diluted earnings per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result,
diluted earnings per share is the same as basic earnings per share for the periods presented. In accordance with FASB ASC 260, “Earnings
Per Share” (“ASC 260”), shares of Class A common stock are treated as participating securities because such shares are
entitled to a pro rata share of undistributed trust earnings but do not otherwise share in the Company’s net income or loss. Consequently,
net income (loss) per share is calculated using the two-class method prescribed by ASC 260. Pursuant to this method, net income per share
for Class A common stock is calculated by dividing the undistributed investment income earned on assets held in the Trust Account by the
weighted average number of Class A shares outstanding since original issuance, and net income (loss) per share for Class B common stock
is calculated by dividing the net income (loss), adjusted for income allocated to the Class A shares, by the weighted average number of
Class B shares outstanding during the period. The following table reflects the calculation of
basic and diluted net income (loss) per share:
Three Months
Ended
March 31,
2021
Class A common stock
Numerator: Income attributable to Class A common stock
Undistributed investment income earned on marketable securities held in Trust Account $ 3,350
Investment income attributable to Class A common stock $ 3,350
Denominator: Weighted average Class A common shares outstanding
Divided by basic and diluted weighted average shares outstanding, Class A common stock ÷ 11,500,000
Basic and diluted net income per share, Class A common Stock $ 0.00
Class B common stock
Numerator: Net income minus undistributed investment income
Net income $ 1,989,868
Less: Investment income attributable to Class A common stock (3,350 )
Net income applicable to Class B common stock $ 1,986,518
Denominator: Weighted average Class B common shares outstanding
Divided by basic and diluted weighted average shares outstanding, Class B common stock ÷ 2,875,000
Basic and diluted net income per share, Class B common Stock $ 0.69 Income Taxes The Company follows the asset and liability method
of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities
are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income during the period that included the
enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. In assessing the realization of deferred tax assets,
management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate
realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary
differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income
and taxing strategies in making this assessment. Because the future realization of tax benefits is not considered to be more likely than
not, the Company provided a full valuation allowance for the deferred tax assets at March 31, 2021 and December 31, 2020. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt – Debt with Conversion and
Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40):
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that
any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying
financial statements.

Initial Public Offering

Initial Public Offering3 Months Ended
Mar. 31, 2021
Initial Public Offering [Abstract]
Initial Public OfferingNote 3 – Initial Public Offering On October 19, 2020, 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 of approximately $6.7 million, inclusive of $4.0 million in deferred underwriting commissions.
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 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, $0.0001 par value, and one-third 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 at a price of $11.50 per share, subject to adjustment under certain circumstances.

Related Party Transactions

Related Party Transactions3 Months Ended
Mar. 31, 2021
Related Party Transactions [Abstract]
Related Party TransactionsNote 4 – Related Party Transactions Founder Shares On August 12, 2020, the Company’s Chief
Executive Officer paid for certain offering costs for an aggregate price of $25,000 in exchange for issuance of 3,737,500 shares
of Class B common stock, par value $0.0001 per share (the “Founder Shares”), issued to the Sponsor. On
October 14, 2020, the Sponsor effected a surrender of 431,250 Class B common shares to the Company for no consideration, resulting in
a decrease in the total number of Class B common shares outstanding from 3,737,500 to 3,306,250 such
that the Founder Shares represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering The Sponsor has agreed, subject to limited exceptions,
not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial
business combination and (B) subsequent to the initial business combination, (x) if the last reported sale price of the Class A common
stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like)
for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination, or
(y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction
that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities
or other property. Private Placement Warrants Simultaneously with the closing of the Initial
Public Offering, the Sponsor purchased an aggregate of 2,533,333 Private Placement Warrants at a price of $1.50 per Private Placement
Warrants, generating gross proceeds of $3.8 million in the Private Placement. Each Private Placement Warrant is exercisable
for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the
sale of the Private Placement Warrants was added to the net proceeds from the Initial Public Offering to be held in the Trust Account.
If the Company does not complete a business combination within the Combination Period, the Private Placement Warrants will expire worthless.
The Private Placement Warrants will be non-redeemable for cash (subject to certain exceptions) and exercisable on a cashless basis
so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants (and the 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 the initial business combination (subject to certain exceptions). Related Party Loans On August 18, 2020, the Sponsor agreed to loan
the Company up to an aggregate of $150,000 pursuant to an unsecured Note Payable to cover expenses related to the Initial Public Offering.
This loan was payable without interest upon the completion of the Initial Public Offering. As of September 30, 2020, the Company borrowed
approximately $71,000 under the Note Payable. The Company fully repaid the Note Payable on October 19, 2020, and there were no related
party loans outstanding at March 31, 2021 or December 31, 2020. Working Capital Loans In order to fund working capital deficiencies
or finance transaction costs in connection with an intended initial business combination, the initial stockholders, officers and directors
and their affiliates may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”).
Except as may be precluded by the terms of a business combination definitive agreement, up to $1.5 million of such Working Capital
Loans may be convertible into warrants of the post-business combination entity 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, the terms of such loans, if any, have not
been determined and no written agreements exist with respect to such loans to date. No Working Capital Loans were outstanding at March
31, 2021 or December 31, 2020.

Commitments and Contingencies

Commitments and Contingencies3 Months Ended
Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and ContingenciesNote 5 – Commitments and Contingencies Registration Rights The Sponsor is entitled to registration rights
with respect to the Founder Shares, Private Placement Warrants and any additional warrants that may be issued upon conversion 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 the Company register such securities for sale under the Securities Act. In addition, Sponsor will have “piggy-back”
registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses
incurred in connection with the filing of any such registration statements. Underwriting Agreement Pursuant to the underwriting agreement for the
Initial Public Offering, $0.35 per unit, or $4.0 million in the aggregate, will be payable to the underwriter for deferred underwriting
commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that
the Company completes a business combination, subject to the terms of the underwriting agreement

Warrant Liabilities

Warrant Liabilities3 Months Ended
Mar. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Warrant LiabilitiesNote 6 – Warrant Liabilities 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 exercisable on the later of (a) 30 days after the completion of a business combination and (b) 12 months
from the closing of the Initial Public Offering; provided in each case that 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 and a current
prospectus relating to them is available 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 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. 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 price of the Company’s shares of Class A common stock during the
20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such
price, the “Market Value”) 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% 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) to be equal to 180%
of the higher of (i) the Market Value and (ii) the Newly Issued Price. 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 held by the Sponsor or its permitted transferees 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 by the Company and exercisable by such holders
on the same basis as the Public Warrants. Once the Warrants become exercisable, the Company
may redeem 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. If the Company calls 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” 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.

Stockholders' Equity

Stockholders' Equity3 Months Ended
Mar. 31, 2021
Stockholders' Equity Note [Abstract]
Stockholders' EquityNote 7 – Stockholders’ Equity Class A Common Stock Class B Common Stock On August 13, 2020,
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 the Company for no consideration, resulting in a decrease in the total number of Class B common shares outstanding
from 3,737,500 to 3,306,250. All shares and associated per share amounts were retroactively restated to reflect this share surrender.
such that
the Founder Shares represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The shares of Class B common stock will automatically
convert into shares of Class A common stock at the time of the initial business combination, or earlier at the option of the holder, on
a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, 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). Preferred stock

Fair Value Measurements

Fair Value Measurements3 Months Ended
Mar. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value MeasurementsNote 8 – Fair Value Measurements The following table presents information about
the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and
December 31, 2020 by level within the fair value hierarchy:
Fair Value Measured as of March 31, 2021
Level 1 Level 2 Level 3 Total
Assets
Investments held in Trust Account - U.S. Treasury Securities $ 115,003,350 $ — $ — $ 115,003,350
Liabilities:
Public Warrant liabilities $ 4,025,000 $ — $ — $ 4,025,000
Private Placement Warrant liabilities — 2,660,000 — 2,660,000
Total Warrant liabilities $ 4,025,000 $ 2,660,000 $ — $ 6,685,000
Fair Value Measured as of December 31, 2020
Level 1 Level 2 Level 3 Total
Assets
Investments held in Trust Account - U.S. Treasury Securities $ 115,024,797 $ — $ — $ 115,024,797
Liabilities:
Public Warrant liabilities $ — $ — $ 5,443,335 $ 5,443,335
Private Placement Warrant liabilities — — 3,597,335 3,597,335
Total Warrant liabilities $ — $ — $ 9,040,670 $ 9,040,670 The Company utilized a Monte Carlo simulation
to estimate the fair value of the Public Warrants and Private Placement Warrants at December 31, 2020, and used the quoted price
of the Public Warrants on the Nasdaq Stock Market at March 31, 2021 to estimate the fair value of both the Public Warrants and Private
Placement Warrants at that date. Transfers to/from Levels 1, 2 and 3 are recognized
at the end of the reporting period. At March 31, 2021, the fair value of the Public Warrant liabilities was reclassified from Level 3
to Level 1, and the fair value of the Private Placement Warrants was reclassified from Level 3 to Level 2. The following table presents the changes in the fair value of Warrant
liabilities during the three months ended March 31, 2021:
Public Private Total
Fair value as of December 31, 2020 $ 5,443,335 $ 3,597,335 $ 9,040,670
Change in fair value recognized in earnings (1,418,335 ) (937,335 ) (2,355,670 )
Fair value as of March 31, 2021 $ 4,025,000 $ 2,660,000 $ 6,685,000

Subsequent Events

Subsequent Events3 Months Ended
Mar. 31, 2021
Subsequent Events [Abstract]
Subsequent EventsNote 9 – Subsequent Events Management has evaluated subsequent events to
determine if events or transactions occurring through the date the unaudited condensed consolidated financial statements were issued required
potential adjustment to or disclosure in the unaudited condensed consolidated financial statements and has concluded that all such events
that would require recognition or disclosure have been recognized or disclosed.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)3 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]
Basis of presentationBasis of Presentation The accompanying unaudited
condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted
in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly,
they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated
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 three months ended March 31, 2021 are not necessarily indicative
of the results that may be expected for the full year ending December 31, 2021. The accompanying unaudited
condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included
in the Company’s Annual Report on Form 10K/A filed with the SEC on May 28, 2021.
Emerging Growth CompanyEmerging Growth Company The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart
our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being
required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure
obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging
growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth
companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period
which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,
as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company
nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.
Use of EstimatesUse of Estimates The preparation of unaudited condensed consolidated
financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It
is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the
date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change
in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial
statements is the determination of the fair value of the derivative warrant liabilities. Such estimates may be subject to change as more
current information becomes available. Accordingly, the actual results could differ significantly from those estimates.
Concentration of Credit RiskConcentration of Credit Risk Financial instruments that potentially subject
the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal
depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company
is not exposed to significant risks on such accounts.
Principles of ConsolidationPrinciples of Consolidation The unaudited condensed consolidated financial
statements include the accounts of the Company and its wholly owned subsidiary, Merger Sub, as of March 31, 2021. Merger Sub had no assets
or liabilities as of March 31, 2021. All significant inter-company transactions and balances have been eliminated in consolidation.
Investments Held in the Trust AccountInvestments Held in the Trust Account The Company’s portfolio of investments held
in the Trust Account is comprised of 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 investments in money market funds that invest in U.S. government securities, or a
combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities
are presented on the unaudited condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses
resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying
unaudited condensed consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined
using available market information.
Warrant LiabilitiesWarrant Liabilities The Company does not use derivative instruments
to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including
issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives,
pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded
as liabilities or as equity, is reassessed at the end of each reporting period. The Company accounts for its 6,366,666 common
stock warrants issued in connection with its initial public offering (3,833,333) and Private Placement (2,533,333) as derivative warrant
liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and
adjusts the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date
until exercised, and any change in fair value is recognized in the Company’s condensed consolidated statement of operations.
Fair Value of Financial InstrumentsFair Value of Financial Instruments Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement
date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure
fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is
categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2021 and December 31,
2020, the carrying values of cash, accounts payable, accrued expenses and franchise tax payable approximate their fair values due to the
short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S.
Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury
securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices
in active markets. The fair value of Public Warrants and Private
Placement Warrants was determined using a Monte Carlo simulation at December 31, 2020, and was determined by reference to the quoted price
of the Public Warrants on the Nasdaq Stock Market at March 31, 2021.
Offering Costs Associated with the Initial Public OfferingOffering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting,
underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering
costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis,
compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred and presented as
non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged
to stockholders’ equity upon the completion of the Initial Public Offering.
Net Income (Loss) Per Share of Common StockNet Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is
computed by dividing net income (loss) applicable to each class of stockholders by the weighted average number of shares of common stock
outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private
Placement to purchase an aggregate of 6,366,666 shares of Class A common stock at an exercise price of $11.50 per share in the
calculation of diluted earnings per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result,
diluted earnings per share is the same as basic earnings per share for the periods presented. In accordance with FASB ASC 260, “Earnings
Per Share” (“ASC 260”), shares of Class A common stock are treated as participating securities because such shares are
entitled to a pro rata share of undistributed trust earnings but do not otherwise share in the Company’s net income or loss. Consequently,
net income (loss) per share is calculated using the two-class method prescribed by ASC 260. Pursuant to this method, net income per share
for Class A common stock is calculated by dividing the undistributed investment income earned on assets held in the Trust Account by the
weighted average number of Class A shares outstanding since original issuance, and net income (loss) per share for Class B common stock
is calculated by dividing the net income (loss), adjusted for income allocated to the Class A shares, by the weighted average number of
Class B shares outstanding during the period. The following table reflects the calculation of
basic and diluted net income (loss) per share:
Three Months
Ended
March 31,
2021
Class A common stock
Numerator: Income attributable to Class A common stock
Undistributed investment income earned on marketable securities held in Trust Account $ 3,350
Investment income attributable to Class A common stock $ 3,350
Denominator: Weighted average Class A common shares outstanding
Divided by basic and diluted weighted average shares outstanding, Class A common stock ÷ 11,500,000
Basic and diluted net income per share, Class A common Stock $ 0.00
Class B common stock
Numerator: Net income minus undistributed investment income
Net income $ 1,989,868
Less: Investment income attributable to Class A common stock (3,350 )
Net income applicable to Class B common stock $ 1,986,518
Denominator: Weighted average Class B common shares outstanding
Divided by basic and diluted weighted average shares outstanding, Class B common stock ÷ 2,875,000
Basic and diluted net income per share, Class B common Stock $ 0.69
Income TaxesIncome Taxes The Company follows the asset and liability method
of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities
are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income during the period that included the
enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. In assessing the realization of deferred tax assets,
management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate
realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary
differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income
and taxing strategies in making this assessment. Because the future realization of tax benefits is not considered to be more likely than
not, the Company provided a full valuation allowance for the deferred tax assets at March 31, 2021 and December 31, 2020.
Recent Accounting PronouncementsRecent Accounting Pronouncements In August 2020, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt – Debt with Conversion and
Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40):
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that
any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying
financial statements.

Basis of Presentation and Sig_2

Basis of Presentation and Significant Accounting Policies (Tables)3 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]
Schedule of calculation of basic and diluted net income (loss) per shareThree Months
Ended
March 31,
2021
Class A common stock
Numerator: Income attributable to Class A common stock
Undistributed investment income earned on marketable securities held in Trust Account $ 3,350
Investment income attributable to Class A common stock $ 3,350
Denominator: Weighted average Class A common shares outstanding
Divided by basic and diluted weighted average shares outstanding, Class A common stock ÷ 11,500,000
Basic and diluted net income per share, Class A common Stock $ 0.00
Class B common stock
Numerator: Net income minus undistributed investment income
Net income $ 1,989,868
Less: Investment income attributable to Class A common stock (3,350 )
Net income applicable to Class B common stock $ 1,986,518
Denominator: Weighted average Class B common shares outstanding
Divided by basic and diluted weighted average shares outstanding, Class B common stock ÷ 2,875,000
Basic and diluted net income per share, Class B common Stock $ 0.69

Fair Value Measurements (Tables

Fair Value Measurements (Tables)3 Months Ended
Mar. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of changes in the fair value of warrant liabilitiesFair Value Measured as of March 31, 2021
Level 1 Level 2 Level 3 Total
Assets
Investments held in Trust Account - U.S. Treasury Securities $ 115,003,350 $ — $ — $ 115,003,350
Liabilities:
Public Warrant liabilities $ 4,025,000 $ — $ — $ 4,025,000
Private Placement Warrant liabilities — 2,660,000 — 2,660,000
Total Warrant liabilities $ 4,025,000 $ 2,660,000 $ — $ 6,685,000
Fair Value Measured as of December 31, 2020
Level 1 Level 2 Level 3 Total
Assets
Investments held in Trust Account - U.S. Treasury Securities $ 115,024,797 $ — $ — $ 115,024,797
Liabilities:
Public Warrant liabilities $ — $ — $ 5,443,335 $ 5,443,335
Private Placement Warrant liabilities — — 3,597,335 3,597,335
Total Warrant liabilities $ — $ — $ 9,040,670 $ 9,040,670
Schedule of changes in the fair value of warrant liabilitiesPublic Private Total
Fair value as of December 31, 2020 $ 5,443,335 $ 3,597,335 $ 9,040,670
Change in fair value recognized in earnings (1,418,335 ) (937,335 ) (2,355,670 )
Fair value as of March 31, 2021 $ 4,025,000 $ 2,660,000 $ 6,685,000

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)Aug. 12, 2020Oct. 19, 2020Oct. 19, 2020Mar. 31, 2021
Description of Organization and Business Operations (Details) [Line Items]
Percentage of fair market value of assets held in trust account80.00%
Business combination acquire percentage50.00%
Percentage of redemption of public shares100.00%
Excess of stock share issued (in Shares)12,500,000
Net tangible asset cause by redeem of public shares $ 499,000
Working Capital539,000
Interest to pay dissolution expenses $ 71,000
Merger, DocGo [Member]
Description of Organization and Business Operations (Details) [Line Items]
Stockholders will receive shares (in Shares)83,600,000
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Deferred underwriting commissions $ 4,000,000
Net proceeds from sale of units $ 115,000,000
Net proceeds per unit (in Dollars per share) $ 10
Private Placement Warrant [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)2,533,333
Price per unit (in Dollars per share) $ 1.50
Gross proceeds $ 3,800,000
Chief Executive Officer [Member]
Description of Organization and Business Operations (Details) [Line Items]
Amount of offering costs incurred $ 25,000 $ 25,000
Class A Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share) $ 10
Excess of stock share issued (in Shares)5,000,000
Aggregate purchase price (in Shares)125,000,000
Class A Common Stock [Member] | Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)11,500,000
Price per unit (in Dollars per share) $ 10 $ 10
Gross proceeds $ 115,000,000
Amount of offering costs incurred6,700,000
Deferred underwriting commissions $ 4,000,000
Aggregate purchase price (in Shares)6,366,666

Basis of Presentation and Sig_3

Basis of Presentation and Significant Accounting Policies (Details)3 Months Ended
Mar. 31, 2021USD ($)$ / sharesshares
Basis of Presentation and Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage $ 250,000
IPO [Member]
Basis of Presentation and Significant Accounting Policies (Details) [Line Items]
Warrants issued6,366,666
Derivative warrant liabilities(3,833,333)
Private Placement [Member]
Basis of Presentation and Significant Accounting Policies (Details) [Line Items]
Derivative warrant liabilities $ (2,533,333)
Class A Common Stock [Member]
Basis of Presentation and Significant Accounting Policies (Details) [Line Items]
Purchase aggregate shares (in Shares) | shares125,000,000
Exercise price (in Dollars per share) | $ / shares $ 11.50
Class A Common Stock [Member] | IPO [Member]
Basis of Presentation and Significant Accounting Policies (Details) [Line Items]
Purchase aggregate shares (in Shares) | shares6,366,666

Basis of Presentation and Sig_4

Basis of Presentation and Significant Accounting Policies (Details) - Schedule of calculation of basic and diluted net income (loss) per share3 Months Ended
Mar. 31, 2021USD ($)$ / sharesshares
Class A common stock
Numerator: Income attributable to Class A common stock
Undistributed investment income earned on marketable securities held in Trust Account $ 3,350
Investment income attributable to Class A common stock $ 3,350
Denominator: Weighted average Class A common shares outstanding
Divided by basic and diluted weighted average shares outstanding (in Shares) | shares11,500,000
Basic and diluted net income per share (in Dollars per share) | $ / shares $ 0
Numerator: Net income minus undistributed investment income
Less: Investment income attributable to Class A common stock $ (3,350)
Class B common stock
Denominator: Weighted average Class A common shares outstanding
Divided by basic and diluted weighted average shares outstanding (in Shares) | shares2,875,000
Basic and diluted net income per share (in Dollars per share) | $ / shares $ 0.69
Numerator: Net income minus undistributed investment income
Net income $ 1,989,868
Net income applicable to Class B common stock $ 1,986,518

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions1 Months Ended
Oct. 19, 2020Mar. 31, 2021Dec. 31, 2020
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Initial public offering units11,500,000
Price per unit $ 10
Gross proceeds $ 115
Offering costs6.7
Deferred underwriting commissions $ 4
Private Placement [Member]
Initial Public Offering (Details) [Line Items]
Price per unit $ 10 $ 1.50
Net proceeds $ 115
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Price per unit11.50
Common stock, par value $ 0.0001 $ 0.0001
Class A Common Stock [Member] | Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Deferred underwriting commissions $ 4

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)Nov. 16, 2020Aug. 18, 2020Aug. 12, 2020Oct. 19, 2020Mar. 31, 2021Dec. 31, 2020Oct. 14, 2020Sep. 30, 2020Aug. 13, 2020
Related Party Transactions (Details) [Line Items]
Founder shares percentage20.00%
Note payable (in Dollars) $ 71,000
Working capital loans convertible into warrants (in Dollars) $ 1,500,000
Warrant [Member]
Related Party Transactions (Details) [Line Items]
Business combination price (in Dollars per share) $ 1.50
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Loan to cover expenses (in Dollars) $ 150,000
Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Purchase of warrants2,533,333
Price per unit (in Dollars per share) $ 10 $ 1.50
Gross proceeds (in Dollars) $ 3,800,000
Chief Executive Officer [Member]
Related Party Transactions (Details) [Line Items]
Offering costs (in Dollars) $ 25,000 $ 25,000
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Shares surrendered431,250
Common stock, shares outstanding2,875,000 2,875,000
Shares forfeited431,250
Class B Common Stock [Member] | Maximum [Member]
Related Party Transactions (Details) [Line Items]
Common stock, shares outstanding3,306,250 3,737,500 3,306,250
Class B Common Stock [Member] | Minimum [Member]
Related Party Transactions (Details) [Line Items]
Common stock, shares outstanding2,875,000 3,306,250 3,737,500
Class B Common Stock [Member] | Chief Executive Officer [Member]
Related Party Transactions (Details) [Line Items]
Purchase of warrants3,737,500
Common stock, par value (in Dollars per share) $ 0.0001
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Common stock, shares outstanding1,516,805 1,715,792
Common stock equal or exceeds percentage (in Dollars per share) $ 12
Price per unit (in Dollars per share) $ 11.50

Commitments and Contingencies (

Commitments and Contingencies (Details) - IPO [Member] $ / shares in Units, $ in MillionsMar. 31, 2021USD ($)$ / shares
Commitments and Contingencies (Details) [Line Items]
Price per unit | $ / shares $ 0.35
Initial public offering aggregate value | $ $ 4

Warrant Liabilities (Details)

Warrant Liabilities (Details)3 Months Ended
Mar. 31, 2021$ / shares
Warrant Liabilities (Details) [Line Items]
Exercise price per share $ 11.50
Warrant expiration term5 years
Warrant redemption ,descriptionOnce the Warrants become exercisable, the Company may redeem 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.
Warrant exercisable redemption, descriptionCommencing 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.
Warrant [Member]
Warrant Liabilities (Details) [Line Items]
Business combination, descriptionIn 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 price of the Company’s shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “Market Value”) 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% 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) to be equal to 180% of the higher of (i) the Market Value and (ii) the Newly Issued Price.

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares1 Months Ended3 Months Ended
Nov. 16, 2020Mar. 31, 2021Dec. 31, 2020Oct. 14, 2020Aug. 13, 2020
Stockholders' Equity (Details) [Line Items]
Common stock, descriptionIn 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).
Preferred stock, shares authorized1,000,000 1,000,000
Preferred stock par value (in Dollars per share) $ 0.0001 $ 0.0001
Class A Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized50,000,000 50,000,000
Common stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Common stock, descriptionAt March 31, 2021 and December 31, 2020, there were 11,500,000 shares of Class A common stock issued or outstanding. Of the outstanding shares of Class A common stock, 9,983,195 and 9,784,208 were subject to possible redemption at March 31, 2021 and December 31, 2020, respectively, and therefore classified outside of permanent equity.
Common stock, shares outstanding1,516,805 1,715,792
Common stock, shares issued1,516,805 1,715,792
Class B Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized12,500,000 12,500,000
Common stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Common stock voting rightsHolders of the Company’s Class B common stock are entitled to one vote for each share
Sponsor shares3,737,500
Number of shares repurchased431,250
Common stock, shares outstanding2,875,000 2,875,000
Shares subject to forfeited431,250
Issued and outstanding, percentage20.00%
Common stock, shares issued2,875,000 2,875,000
Converted basis percentage20.00%
Class B Common Stock [Member] | Minimum [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares outstanding2,875,000 3,306,250 3,737,500
Class B Common Stock [Member] | Maximum [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares outstanding3,306,250 3,737,500 3,306,250

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis - USD ($)Mar. 31, 2021Dec. 31, 2020
Assets
Investments held in Trust Account - U.S. Treasury Securities $ 115,003,350 $ 115,024,797
Liabilities:
Public Warrant liabilities4,025,000 5,443,335
Private Placement Warrant liabilities2,660,000 3,597,335
Total Warrant liabilities6,685,000 9,040,670
Level 1 [Member]
Assets
Investments held in Trust Account - U.S. Treasury Securities115,003,350 115,024,797
Liabilities:
Public Warrant liabilities4,025,000
Private Placement Warrant liabilities
Total Warrant liabilities4,025,000
Level 2 [Member]
Assets
Investments held in Trust Account - U.S. Treasury Securities
Liabilities:
Public Warrant liabilities
Private Placement Warrant liabilities2,660,000
Total Warrant liabilities2,660,000
Level 3 [Member]
Assets
Investments held in Trust Account - U.S. Treasury Securities
Liabilities:
Public Warrant liabilities 5,443,335
Private Placement Warrant liabilities 3,597,335
Total Warrant liabilities $ 9,040,670

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities3 Months Ended
Mar. 31, 2021USD ($)
Warrant [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value as of December 31, 2020 $ 5,443,335
Change in fair value recognized in earnings(1,418,335)
Fair value as of March 31, 20214,025,000
Private Placement Warrants [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value as of December 31, 20203,597,335
Change in fair value recognized in earnings(937,335)
Fair value as of March 31, 20212,660,000
Total Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value as of December 31, 20209,040,670
Change in fair value recognized in earnings(2,355,670)
Fair value as of March 31, 2021 $ 6,685,000

Subsequent Events (Details)

Subsequent Events (Details)3 Months Ended
Mar. 31, 2021
Subsequent Events [Abstract]
Consideration descriptionhas evaluated subsequent events to determine if events or transactions occurring through the date the unaudited condensed consolidated financial statements were issued required potential adjustment to or disclosure in the unaudited condensed consolidated financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.