UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM ~~10-Q/A~~10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, ~~2021~~2022

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~________________ to________________~~to

~~DOCGO INC.~~Commission File Number: 001-39618

DocGo Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	~~001-39618~~	85-2515483
(State or Other Jurisdiction of	(~~Commission File Number)~~I.R.S. Employer
Incorporation or Organization)	~~(IRS Employer~~Identification Number)
~~of Incorporation)~~
~~Identification No.)~~35 West 35^th Street, Floor 6
New York, New York	10001
(Address of Principal Executive Offices)	(Zip Code)

~~35 West 35~~^th ~~Street, Floor 6~~

~~New York, New York 10001~~

~~(Address of Principal Executive Offices) (Zip Code)~~

(844) 443-6246

(Registrant’s Telephone Number, Including Area Code)

~~Not Applicable~~N/A

(Former Name, or Former Address ifand Former Fiscal Year, If Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of ~~each class~~Each Class	Trading Symbol(s)	Name of ~~each exchange~~Each Exchange on ~~which registered~~ Which Registered
Common Stock, par value $0.0001 per share	DCGO	~~The Nasdaq Stock Market LLC~~
~~Redeemable warrants, exercisable for shares of Common Stock at an exercise price of $11.50 per share~~	~~DCGOW~~	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒☐ No ☐☒

As of November ~~23, 2021, 100,069,438~~3, 2022, 102,826,671 shares of Common Stock, par value $0.0001 per share, were issued and outstanding.

~~EXPLANATORY NOTE~~

This Amendment No. 1 (“Amendment No. 1”) on Form 10-Q/A amends the Form 10-Q of DocGo Inc. as of and for the period ended September 20, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 15, 2021 (the “Original Filing”).

The Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable Class A common stock, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “IPO”) on October 19, 2020. Historically, a portion of the Public Shares was classified as permanent equity to maintain stockholders’ equity greater than $5 million on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s amended and restated certificate of incorporation as it existed prior to consummation of the Business Combination (the “Charter”). Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Pursuant to such re-evaluation, the Company's management has revised this interpretation to include temporary equity in net tangible assets and determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity. In addition, in connection with the change in presentation for the Public Shares, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of common stock shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income and losses of the Company.

Therefore, on November 22, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued: (i) unaudited condensed consolidated financial statements included in the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 filed with the SEC on June 3, 2021; (ii) unaudited condensed consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021 filed with the SEC on August 11, 2021; and (iii) unaudited condensed consolidated financial statements included in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 filed with the SEC on November 15, 2021 (collectively, the “Affected Quarterly Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, in this Form 10-Q/A for the period ended September 30, 2021 the Company has restated its unaudited condensed consolidated financial statements for the Affected Quarterly Periods.

~~The restatement does not have an impact on its cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”).~~

The Company’s management has concluded that a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness is described in this Form 10-Q/A.

~~We are filing this Amendment No. 1 to amend and restate the Affected Quarterly Periods. The following items have been amended to reflect the restatements:~~

~~Part I, Item 1. Financial Statements~~

~~Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

~~Part I, Item 4. Controls and Procedures~~

~~Part II, Item 1A. Risk Factors~~

In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Form 10-Q/A (Exhibits 31.1, 31.2, 32.1 and 32.2).

Except as described above, no other information included in this Quarterly Report on Form 10-Q/A of DocGo is being amended or updated by this Amendment No. 1 and, other than as described herein, this Amendment No. 1 does not purport to reflect any information or events subsequent to the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing.

~~Explanatory Note to the Original Filing~~

On November 5, 2021 (the “Closing Date”), subsequent to the fiscal quarter ended September 30, 2021, the fiscal quarter to which this Quarterly Report on Form 10-Q relates, Motion Acquisition Corp. (the “Company” or, prior to the closing of the Business Combination (as defined below), sometimes referred to herein as “Motion”) consummated the previously announced business combination following meeting of its stockholders, where the stockholders of the Company considered and approved, among other matters, a proposal to adopt that certain Agreement and Plan of Merger dated March 8, 2021 (the “Merger Agreement”), by and among the Company, Motion Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company, and Ambulnz, Inc., a Delaware corporation (“Ambulnz”).

As contemplated by the 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 (the “Prospectus”), Merger Sub was merged with and into Ambulnz, with Ambulnz continuing as the surviving corporation (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). The Merger became effective on November 5, 2021 (the “Closing”). In connection with the Closing, the Company filed a Second Amended and Restated Certificate of Incorporation in Delaware which, among other things, changed its name from Motion Acquisition Corp. to DocGo Inc.

Unless stated otherwise, this report contains information about Motion before the Closing of the Business Combination. This report covers a period prior to the Closing of the Business Combination. References to the “Company,” “our,” “us” or “we” in this report refer to Motion before the Closing of the Business Combination, unless the context suggests otherwise. Except as otherwise expressly provided herein, the information in this Amendment No. 1 does not reflect the consummation of the Business Combination, which, as discussed above, occurred subsequent to the period covered hereunder.

~~DOCGO INC.~~

~~Form 10-Q/A~~

~~For the Quarterly Period Ended September 30, 2021~~

Table of Contents

		Page
PART I.I - FINANCIAL INFORMATION

Item 1.	Financial Statements		1
Item 2. Management’s Discussion and Analysis of Financial Condition and Result of Operations		36
Item 3. Quantitative and Qualitative Disclosures About Market Risk		53
Item 4. Controls and Procedures		53

	~~Condensed Consolidated Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020~~PART II - OTHER INFORMATION	1

	~~Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2021, and for the Period from August 11, 2020 (Inception) Through September 30, 2020~~	2

	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2021, and for the Period from August 11, 2020 (Inception) Through September 30, 2020	3

	~~Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021, and for the Period from August 11, 2020 (Inception) Through September 30, 2020~~	4

	~~Notes to Unaudited Condensed Consolidated Financial Statements (as restated)~~	5

~~Item 2.~~	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	17

~~Item 3.~~	~~Quantitative and Qualitative Disclosures About Market Risk~~	20

~~Item 4.~~	~~Controls and Procedures~~	20

~~PART II. OTHER INFORMATION~~

Item 1. Legal Proceedings		54
Item 1A. Risk Factors		54
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		2155
Item 3. Defaults Upon Senior Securities		55
Item 4. Mine Safety Disclosures		55
Item 5. Other Information		55
Item 6. Exhibits		56
~~Exhibits~~Signatures		2157

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021		2

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended September 30, 2022 and 2021		3

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2022 and 2021		4-5

Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021		6-7

Notes to Unaudited Condensed Consolidated Financial Statements		8-35

DocGo Inc. and Subsidiaries

~~DOCGO INC.~~

CONDENSED CONSOLIDATED BALANCE ~~SHEETS~~SHEET

September 30,
2021 December 31,
2020
(Unaudited)
Assets:
Current assets:
Cash $ 59,319 $ 878,653
Prepaid expenses and other current assets 228,257 168,877

Total Current Assets 287,576 1,047,530

Investments held in Trust Account 115,000,482 115,020,078
Total Assets $ 115,288,058 $ 116,067,608

Liabilities, Class A Common Stock Subject to Possible Redemption, and Stockholders’ Deficit
Current liabilities:
Accounts payable $ 161,067 $ 11,658
Franchise tax payable 103,115 78,192
Other accrued liabilities 70,000 70,000
Total Current Liabilities 334,182 159,850

Deferred underwriting commissions in connection with initial public offering 4,025,000 4,025,000
Warrant liabilities 8,595,000 9,040,670
Total Liabilities 12,954,182 13,225,520

Commitments and Contingencies
Class A common stock, $0.0001 par value, subject to possible redemption at $10.00 per share ‒ 11,500,000 shares at September 30, 2021 and December 31, 2020 115,000,000 115,000,000

Stockholders’ Deficit:
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; 2,875,000 and -0- shares issued and outstanding (excluding 11,500,000 and 11,500,000 shares subject to possible redemption) at September 30, 2021 and December 31, 2020, respectively 288 -
Class B common stock, $0.0001 par value; 12,500,000 shares authorized; -0- shares and 2,875,000 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively - 288
Additional paid-in capital - -
Accumulated deficit (12,666,412 ) (12,158,200 )
Total Stockholders’ Deficit (12,666,124 ) (12,157,912 )
Total Liabilities, Class A Common Stock Subject to Possible Redemption, and Stockholders’ Deficit $ 115,288,058 $ 116,067,608

	September 30,			December 31,
	2022			2021
	Unaudited			Audited
ASSETS

Current assets:
Cash and cash equivalents	$	169,598,749		$	175,537,221
Accounts receivable, net of allowance of $7,376,957 and $7,377,389 as of September 30, 2022 and December 31, 2021, respectively		79,999,764			78,383,614
Prepaid expenses and other current assets		2,394,324			2,111,656

Total current assets		251,992,837			256,032,491

Property and equipment, net		17,577,830			12,733,889
Intangibles, net		20,647,790			10,678,049
Goodwill		34,533,363			8,686,966
Restricted cash		9,753,575			3,568,509
Operating lease right-of-use assets		8,185,547			4,195,682
Finance lease right-of-use assets		9,421,196			9,307,113
Equity method investment		712,718			589,058
Other assets		3,095,354			3,810,895
Total assets	$	355,920,210		$	309,602,652

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	12,153,337		$	15,833,970
Accrued liabilities		38,558,074			35,110,877
Line of credit		1,025,881			25,881
Notes payable, current		680,703			600,449
Due to seller		9,802,238			1,571,419
Contingent consideration		4,000,000			-
Operating lease liability, current		2,059,278			1,461,335
Finance lease liability, current		2,858,968			3,271,990
Total current liabilities		71,138,479			57,875,921

Notes payable, non-current		1,456,105			1,302,839
Operating lease liability, non-current		6,406,246			2,980,946
Finance lease liability, non-current		6,086,521			6,867,420
Warrant liabilities		-			13,518,502
Total liabilities		85,087,351			82,545,628

Commitments and Contingencies

STOCKHOLDERS’ EQUITY:
Common stock ($0.0001 par value; 500,000,000 shares authorized as of September 30, 2022 and December 31,2021; 102,824,878 and 100,133,953 shares issued and outstanding as of September 30, 2022 and December 31,2021, respectively		10,778			10,013
Additional paid-in-capital		301,522,213			283,161,216
Accumulated deficit		(37,036,937	)		(63,556,714	)
Accumulated other comprehensive loss		(276,213	)		(32,501	)
Total stockholders’ equity attributable to DocGo Inc. and Subsidiaries		264,219,841			219,582,014
Noncontrolling interests		6,613,018			7,475,010
Total stockholders’ equity		270,832,859			227,057,024
Total liabilities and stockholders’ equity	$	355,920,210		$	309,602,652

The accompanying notes are an integral part of these ~~condensed consolidated financial statements.~~Condensed Consolidated Financial Statements

DocGo Inc. and Subsidiaries

~~DOCGO INC.~~

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

Three Months
Ended
September 30,
2021 Nine Months
Ended
September 30,
2021 Period from
August 11,
2020
(Inception)
Through
September 30,
2020
General and administrative expenses $ 348,325 $ 976,486 $ 2,065
Loss from operations (348,325 ) (976,486 ) (2,065 )

Other income
Interest earned on investments held in Trust Account 1,480 22,604 -
Change in fair value of warrant liabilities 891,332 445,670 -
Total other income 892,812 468,274 -

Net income (loss) $ 544,487 $ (508,212 ) $ (2,065 )

Weighted average number of Class A common shares outstanding, basic and diluted 12,656,250
11,889,652

-

Basic and diluted net income (loss) per Class A common share $ 0.04 $ (0.04 ) $ -

Weighted average number of Class B common shares outstanding, basic and diluted
1,718,750

2,485,348

3,306,250

Basic and diluted net income (loss) per Class B common share $
0.04
$
(0.04
) $ -

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021

Revenue, net	$	104,319,894		$	85,838,988		$	331,730,750		$	197,394,379
Expenses:
Cost of revenues (exclusive of depreciation and amortization, which is shown separately below)		71,254,838			60,025,728			219,418,873			137,080,202
Operating expenses:
General and administrative		22,186,036			19,612,243			70,684,270			47,239,204
Depreciation and amortization		3,014,864			2,019,576			7,253,656			5,514,303
Legal and regulatory		2,200,964			813,204			6,610,223			2,646,573
Technology and development		1,373,146			854,618			3,663,299			1,980,899
Sales, advertising and marketing		90,856			994,401			2,348,917			3,029,182
Total expenses		100,120,704			84,319,770			309,979,238			197,490,363
Income (loss) from operations		4,199,190			1,519,218			21,751,512			(95,984	)

Other income (expenses):
Interest income (expense), net		334,221			(255,711	)		296,891			(500,849	)
Gain/(loss) on remeasurement of warrant liabilities		(1,831,947	)		-			1,137,070			-
Gain on initial equity method investments		93,371			-			99,840			-
Gain on remeasurement of finance leases		-			-			1,388,273			-
Gain from PPP loan forgiveness		-			142,667			-			142,667
Gain/(loss) on disposal of fixed assets		42,667			-			42,667			(27,730	)
Other income		30,900			-			42,288			-
Total other (expense) income		(1,330,788	)		(113,044	)		3,007,029			(385,912	)

Net income (loss) before income tax benefit (expense)		2,868,402			1,406,174			24,758,541			(481,896	)
Income tax expense		(401,916	)		(604,608	)		(1,163,755	)		(613,531	)
Net income (loss)		2,466,486			801,566			23,594,786			(1,095,427	)
Net loss attributable to noncontrolling interests		(687,944	)		(2,705,954	)		(2,924,992	)		(1,278,363	)
Net income attributable to stockholders of DocGo Inc. and Subsidiaries		3,154,430			3,507,520			26,519,778			182,936
Other comprehensive income
Foreign currency translation adjustment		248,283			69,193			252,854			171,846
Total comprehensive gain	$	3,402,713		$	3,576,713		$	26,772,632		$	354,782

Net income per share attributable to DocGo Inc. and Subsidiaries - Basic	$	0.03		$	0.06		$	0.26		$	0.00
Weighted-average shares outstanding - Basic		98,960,538			58,388,866			100,725,697			58,388,866

Net income per share attributable to DocGo Inc. and Subsidiaries - Diluted	$	0.03		$	0.04		$	0.24		$	0.00
Weighted-average shares outstanding - Diluted		107,403,135			83,701,783			109,168,293			83,701,783

The accompanying notes are an integral part of these ~~unaudited condensed consolidated financial statements.~~Condensed Consolidated Financial Statements

DocGo Inc. and Subsidiaries

~~DOCGO INC.~~

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’ EQUITY ~~(DEFICIT)~~

~~For the Three and Nine Months Ended September 30, 2021~~

	Series A Preferred Stock					Class A Common Stock					Class B Common Stock					Additional Paid-in-			Accumulated			Accumulated Other Comprehensive			Noncontrolling			Total Stockholders’
	Shares			Amount		Shares			Amount		Shares			Amount		Capital			Deficit			Income			Interests			Equity
Balance - December 31, 2020		28,055		$	-		35,497		$	-		55,008		$	-	$	142,346,852		$	(87,300,472	)	$	(48,539	)	$	11,949,200		$	66,947,041
Effect of reverse acquisition		18,099,548			-		22,900,719			-		35,488,938			-		-			-			-			-			-
Conversion of share due to merger recapitalization		(18,099,548	)		-		(22,900,719	)		7,649		(35,488,938	)		-		-			-			-			-			7,649
Effect of reverse acquisition		-			-		76,489,205			7,649		-			-		142,346,852			(87,300,472	)		(48,539	)		11,949,200			66,954,690
Share issued for services		266			-		171,608			17		-			-		-			-			-			-			17
Stock based compensation		-			-		-			-		-			-		391,534			-			-			-			391,534
Noncontrolling interest contribution		-			-		-			-		-			-		-			-			-			333,025			333,025
Foreign currency translation		-			-		-			-		-			-		-			-			7,998			-			7,998
Net loss attributable to Noncontrolling interests		-			-		-			-		-			-		-			-			-			(320,632	)		(320,632	)
Net loss attributable to stockholders of DocGo Inc. and Subsidiaries		-			-		-			-		-			-		-			(1,678,364	)		-			-			(1,678,364	)
Balance - March 31, 2021		28,321		$	-		76,660,813		$	7,666		-		$	-	$	142,738,386		$	(88,978,836	)	$	(40,541	)	$	11,961,593		$	65,688,268
Stock based compensation		-			-		-			-		-			-		370,000			-			-			-			370,000
Foreign currency translation		-			-		-			-		-			-		-			-			94,655			-			94,655
Net income attributable to Noncontrolling interests		-			-		-			-		-			-		-			-			-			1,748,223			1,748,223
Net loss attributable to stockholders of DocGo Inc. and Subsidiaries		-			-		-			-		-			-		-			(1,646,216	)		-			-			(1,646,216	)
Balance - June 30, 2021		28,321			-		76,660,813		$	7,666		-		$	-	$	143,108,386		$	(90,625,052	)	$	54,114		$	13,709,816		$	66,254,930
UK Ltd. Shares purchase		-			-		-			-		-			-		(280,772	)		-			-			(242,945	)		(523,717	)
Stock based compensation		-			-		-			-		-			-		463,046			-			-			-			463,046
Fees associated with equity raise																	(1,398	)											(1,398	)
Foreign currency translation		-			-		-			-		-			-		-			-			69,193			-			69,193
Net income attributable to Noncontrolling interests		-			-		-			-		-			-		-			-			-			(2,705,954	)		(2,705,954	)
Net income attributable to stockholders of Ambulnz, Inc. and Subsidiaries		-			-		-			-		-			-		-			3,507,520			-			-			3,507,520
Balance - September 30, 2021		28,321		$	-		76,660,813		$	7,666		-		$	-	$	143,289,262		$	(87,117,532	)	$	123,307		$	10,760,917		$	67,063,620

Common Stock Additional Total
Class A Class B Paid-In Accumulated Stockholders’
Shares Amount Shares Amount Capital Deficit Deficit
Balance – December 31, 2020 - $ - 2,875,000 $ 288 $ - $ (12,158,200 ) $ (12,157,912 )
Net income - - - - - 1,989,868 1,989,868
Balance – March 31, 2021 (unaudited) - - 2,875,000 288 - (10,168,332 ) (10,168,044 )
Net loss - - - (3,042,567 ) (3,042,567 )
Balance – June 30, 2021 (unaudited) - - 2,875,000 288 - (13,210,899 ) (13,210,611 )
Conversion of Class B shares to Class A shares⁽¹⁾ 2,875,000 288 (2,875,000 ) (288 ) - - -
Net income - - - - - 544,487 544,487
Balance – September 30, 2021 (unaudited) 2,875,000 $ 288 - $ - $ - $ (12,666,412 ) $ (12,666,124 )

~~(1)~~

~~Effective August 24, 2021, pursuant to an election made by the Sponsor the 2,875,000 outstanding Class B common shares were converted on a one-for-one basis into Class A common shares.~~

~~For the Period from August 11, 2020 (Inception) Through September 30, 2020~~

Common Stock Additional Total
Class A Class B Paid-In Accumulated Stockholders’
Shares Amount Shares Amount Capital Deficit Equity
Balance – August 11, 2020 (inception) - $ - - $ - $ - $ - $ -
Issuance of Class B common stock to related party ⁽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

~~(2)~~

As a result of the underwriter not exercising its over-allotment option at the time of the Company’s initial public offering, 431,250 Class B shares were forfeited in November 2020, which reduced the number of outstanding Class B shares to 2,875,000.

The accompanying notes are an integral part of these ~~unaudited condensed consolidated financial statements.~~Condensed Consolidated Financial Statements

DocGo Inc. and Subsidiaries

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(CONTINUED)

	Series A Preferred Stock				Class A Common Stock						Class B Common Stock				Additional Paid-in-			Accumulated			Accumulated Other Comprehensive			Noncontrolling			Total Stockholders’
	Shares		Amount		Shares			Amount			Shares		Amount		Capital			Deficit			Income			Interests			Equity
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
Common stock repurchased		-		-		-			-			-		-		-			-			-			-			-
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
Acquisitions		-		-		-			-			-		-		-			-			-			-			-
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

DocGo Inc. and Subsidiaries

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended September 30,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	23,594,786		$	(1,095,427	)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation of property and equipment		2,592,244			1,697,380
Amortization of intangible assets		2,269,423			1,432,983
Amortization of finance lease right-of-use assets		2,391,989			2,383,940
(Gain) Loss on disposal of assets		(42,667	)		27,730
Gain from PPP loan forgiveness		-			(142,667	)
Gain from equity method investment		(99,840	)		-
Bad debt expense		2,702,979			2,152,470
Stock based compensation		4,616,056			1,224,580
Gain on remeasurement of finance leases		(1,388,273	)		-
Gain on remeasurement of warrant liabilities		(1,137,070	)		-
Changes in operating assets and liabilities:
Accounts receivable		2,894,650			(28,794,602	)
Prepaid expenses and other current assets		(282,668	)		(4,531,411	)
Other assets		882,432			(1,786,407	)
Accounts payable		(3,983,383	)		9,422,628
Accrued liabilities		2,596,887			24,861,804
Net cash provided by operating activities		37,607,545			6,853,001

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment		(1,994,161	)		(2,824,916	)
Acquisition of intangibles		(1,956,434	)		(1,571,959	)
Acquisition of businesses		(33,843,373	)		(56,496	)
Proceeds from disposal of property and equipment		-			6,000
Net cash used in investing activities		(37,793,968	)		(4,447,371	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving credit line		1,000,000			8,000,000
Repayments of notes payable		(585,711	)		(374,456	)
Due to seller		(1,007,800	)		-
Noncontrolling interest contributions		2,063,000			333,025
Proceeds from exercise of stock options		1,880,568			-
Common stock repurchased		(497,759	)		-
Equity costs		(19,570	)		-
Payments on obligations under finance lease		(2,146,857	)		(1,830,823	)

Net cash provided by financing activities		685,871			6,127,746

Effect of exchange rate changes on cash and cash equivalents		(252,854	)		171,846

Net increase in cash and restricted cash		246,594			8,705,222
Cash and restricted cash at beginning of period		179,105,730			34,457,273
Cash and restricted cash at end of period	$	179,352,324		$	43,162,495

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

~~DOCGO INC.~~DocGo Inc. and Subsidiaries

~~UNAUDITED CONDENSED~~

CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)

Nine Months
Ended
September 30,
2021
August 11,
2011
(Inception)
Through
September 30,
2020

Cash flows from operating activities:
Net loss $ (508,212 ) $ (2,065 )
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in Trust Account (22,604 ) -
Change in fair value of warrant liabilities (445,670 ) -

Changes in operating assets and liabilities:
Prepaid expenses (56,390 ) -
Other current assets (2,990 ) -
Accounts payable 149,410 -
Franchise taxes payable 24,923 -
Net cash used in operating activities (861,533 ) (2,065 )

Cash flows from investing activities:
Interest released from Trust Account 42,199 -
Net cash provided by investing activities 42,199 -

Cash flows 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 increase (decrease) in cash (819,334 ) 1,532

Cash - beginning of the period 878,653 -
Cash - end of the period $ 59,319 $ 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

	Nine Months Ended September 30,
	2022		2021
Supplemental disclosure of cash and non-cash transactions:

Cash paid for interest	$	102,203	$	39,637

Cash paid for interest on finance lease liabilities	$	434,580	$	381,937

Cash paid for income taxes	$	917,445	$	613,531

Right-of-use assets obtained in exchange for lease liabilities	$	4,094,731	$	3,569,276

Fixed assets acquired in exchange for notes payable	$	819,231	$	271,194

Acquisition of remaining 20% of Ambulnz UK LTD	$	-	$	228,518

Gain from PPP loan forgiveness	$	-	$	142,667

Reconciliation of cash and restricted cash
Cash	$	169,598,749	$	39,550,926

Restricted Cash		9,753,575		3,611,569

Total cash and restricted cash shown in statement of cash flows	$	179,352,324	$	43,162,495

The accompanying notes are an integral part of these ~~unaudited condensed consolidated financial statements.~~Condensed Consolidated Financial Statements

DocGo Inc. and Subsidiaries

~~DOCGO INC.~~
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~(as restated)~~

~~Note 1 –~~1. Description of Organization and Business Operations

The Business ~~Combination~~

On November 5, 2021 (the “Closing Date”), ~~subsequent~~DocGo Inc., a Delaware corporation (formerly known as Motion Acquisition Corp) (prior to the ~~fiscal quarter ended September 30, 2021,~~Closing Date, “Motion” and after the ~~fiscal quarter to which this Quarterly Report on Form 10-Q relates, Motion Acquisition Corp. (the “Company” or, prior to the closing of the Business Combination (as defined below)~~Closing Date, “DocGo”), ~~sometimes referred to herein as “Motion”)~~ consummated the previously announced ~~Business Combination following meeting of its stockholders, where the stockholders of the Company considered and approved, among other matters, a proposal~~business combination (the “Closing”) pursuant to ~~adopt~~ that certain Agreement and Plan of Merger dated March 8, 2021 (the “Merger Agreement”), by and among ~~the Company,~~Motion Acquisition Corp., a Delaware corporation (“Motion”), Motion Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of ~~the Company,~~Motion (“Merger Sub”), and Ambulnz, Inc., a Delaware corporation (“Ambulnz”). In connection with the ~~consummation of the Business Combination,~~Closing, the registrant changed its name from Motion Acquisition Corp. to DocGo Inc.

As contemplated by the Merger Agreement and as described in Motion’s definitive proxy statement/consent solicitation/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 14, 2021 (the “Prospectus”), Merger Sub was merged with and into Ambulnz, with Ambulnz continuing as the surviving corporation (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). As a result of the Merger, Ambulnz is a wholly-owned subsidiary of DocGo and each share of Series A preferred stock of Ambulnz, no par value (“Ambulnz Preferred Stock”), Class A common stock of Ambulnz, no par value (“Ambulnz Class A Common Stock”), and Class B common stock of Ambulnz, no par value (“Ambulnz Class B Common ~~Stock”,~~Stock,” together with Ambulnz Class A Common Stock, “Ambulnz Common Stock”) was cancelled and converted into the right to receive a portion of merger consideration issuable as common stock of DocGo, par value $0.0001 (“Common Stock”), pursuant to the terms and conditions set forth in the Merger Agreement.

~~The material provisions of~~In connection with the ~~Merger Agreement are described in the Prospectus in the section entitled “Proposal No.1—The~~ Business Combination, ~~Proposal—~~DocGo raised $158.0 million of net proceeds. This amount was comprised of $43.4 million of cash held in Motion’s trust account from its initial public offering, net of DocGo’s transaction costs and underwriters’ fees of $9.6 million, and $114.6 million of cash in connection with the PIPE Financing. The ~~Merger Agreement” beginning on page 97.~~ transaction costs consisted of banking, legal, and other professional fees, which were recorded as a reduction to additional paid-in capital.

~~Organization and General~~The Business

~~Motion was incorporated as~~DocGo Inc. and its Subsidiaries (collectively, the “Company”) is a ~~Delaware corporation on August 11, 2020. The Company was formed for~~healthcare transportation and mobile health services (“Mobile Health”) company that uses proprietary dispatch and communication technology to provide quality healthcare transportation and healthcare services in major metropolitan cities in the ~~purpose~~United States (“U.S.”) and the United Kingdom (“U.K.”). Mobile Health performs in-person care directly to patients in the comfort of ~~entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or~~their homes, workplaces and other similar business combination with one or more businesses or entities. The Company was not limited to a particular industry or geographic region for purposes of consummating a business combination. Prior to consummating the Business Combination, the Company had neither engaged in any operations nor generated any revenues.non-traditional locations.

~~The Company’s management had broad discretion~~Ambulnz, LLC was originally formed in Delaware on June 17, 2015, as a limited liability company. On November 1, 2017, with ~~respect~~an effective date of January 1, 2017, Ambulnz converted its legal structure from a limited liability company to a C-corporation and changed its name to Ambulnz, Inc. Ambulnz is the ~~specific application~~sole owner of Ambulnz Holdings, LLC (“Holdings”) which was formed in the ~~net proceeds~~state of ~~its initial public offering~~Delaware on August 5, 2015, as a limited liability company. Holdings is the owner of ~~units (the “Initial Public Offering”), although substantially all~~multiple operating entities incorporated in various states in the U.S. as well as within England and Wales, U.K.

2. Summary of ~~the net proceeds of the Initial Public Offering were intended to be generally applied toward completing a business combination.~~Significant Accounting Policies

~~Sponsor and Financing~~Basis of Presentation

The ~~Company’s sponsor is Motion Acquisition LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for~~accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the ~~Company’s Initial Public Offering was declared effective on October 14, 2020. On October 19, 2020,~~United States (“U.S. GAAP”) and applicable rules and regulations of the ~~Company consummated its Initial Public Offering of 11,500,000 units (the “Units”~~Securities and ~~with respect to the Class A common stock~~Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the ~~Units,~~financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the ~~“Public Shares” and with respect to the warrants~~information included in this Quarterly Report on Form 10-Q should be read in conjunction with the ~~Units,~~consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the “Public Warrants”) 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). year ended December 31, 2021.

~~Simultaneously with~~

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

The Consolidated Balance Sheet as of December 31, 2021 included herein was derived from the ~~closing~~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 the ~~Initial Public Offering,~~Company and its wholly owned subsidiaries. All intercompany accounts and transactions are eliminated upon consolidation. Noncontrolling interests (“NCI”) on the Unaudited Condensed Consolidated Financial Statements represent a portion of consolidated joint ventures and a variable interest entity in which the Company ~~consummated~~does not have direct equity ownership. Accounts and transactions between consolidated entities have been eliminated. Certain amounts in the ~~private placement~~prior years’ consolidated statements of changes in stockholders’ equity and statements of cash flows have been reclassified to conform to the current year presentation.

Pursuant to the Business Combination, the merger between Motion and Ambulnz, Inc. was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, Motion was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Ambulnz, Inc. stock for the net assets of Motion, accompanied by a recapitalization. The net assets of Motion are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Ambulnz, Inc. The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio (645.1452 to 1) established in the Business Combination. Further, Ambulnz, Inc. was determined to be the accounting acquirer in the transaction, as such, the acquisition is considered a business combination under Accounting Standards Codification (“~~Private Placement”~~ASC”), Topic 805, Business Combinations, (“ASC 805”) and was accounted for using the acquisition method of ~~2,533,333 warrants (each,~~accounting.

Principles of Consolidation

The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of DocGo Inc. and its subsidiaries. All significant intercompany transactions and balances have been eliminated in these Unaudited Condensed Consolidated Financial Statements.

The Company holds a ~~“Private Placement Warrant”~~variable interest in MD1 Medical Care P.C. (“MD1”) which contracts with physicians and ~~collectively,~~other health professionals in order to provide services to the ~~“Private Placement Warrants”~~Company. MD1 is considered a variable interest entity (“VIE”) atsince it does not have sufficient equity to finance its activities without additional subordinated financial support. An enterprise having a ~~price of $1.50 per Private Placement Warrant~~controlling financial interest in a ~~private placement~~VIE must consolidate the VIE if it has both power and benefits—that is, it has (1) the power to direct the activities of a VIE that most significantly impacts the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the ~~Sponsor, generating gross proceeds~~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 ~~$3.8 million (Note 4).~~MD1 and funds and absorbs all losses of the VIE and appropriately consolidates MD1.

Net loss for the VIE was $207,368 and $321,079 as of September 30, 2022 and 2021, respectively. The VIE’s total assets, all of which were current, amounted to $301,503 and $220,081 on September 30, 2022 and 2021, respectively. Total liabilities, all of which were current for the VIE, was $933,977 on September 30, 2022. The VIE’s total stockholders’ deficit was $632,474 and $30,914 on September 30, 2022 and 2021, respectively.

DocGo Inc. and Subsidiaries

~~Trust Account~~

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

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 were 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 was required to 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 could only complete a business combination if the post-transaction company owned or acquired 50% or more of the outstanding voting securities of the target or otherwise acquired 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”).Foreign Currency

The Company’s ~~amended~~functional currency is the U.S. dollar. The functional currency of our foreign operation is the respective local currency. Assets and ~~restated certificate~~liabilities of ~~incorporation provided that, other than~~foreign operations denominated in local currencies are translated at the ~~withdrawal~~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 ~~interest earned on~~Operations and Comprehensive Income are translated at the ~~funds that may be released~~weighted average rate of exchange during the applicable period. The resulting unrealized cumulative translation adjustment is not material to the Company to pay taxes, none of the funds held in the Trust Account would 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 did not complete a business combination within 24 months from the closing of the Initial Public Offering (such 24 month period, the “Combination Period”).financial statements.

~~Liquidity and Capital Resources~~Use of Estimates

The ~~accompanying unaudited condensed consolidated~~preparation of financial statements ~~were prepared assuming~~requires management to make estimates and assumptions that affect the ~~Company would continue as a going concern,~~reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in its financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s financial statements relate to revenue recognition related to the allowance for doubtful accounts, stock based compensation, calculations related to the incremental borrowing rate for the Company’s lease agreements, estimates related to ongoing lease terms, software development costs, impairment of long-lived assets, goodwill and indefinite-lived intangible assets, business combinations, reserve for losses within the Company’s insurance deductibles, income taxes, and deferred income tax. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which ~~contemplates, among other things,~~form the ~~realization~~basis for making judgments about the carrying values of assets and ~~satisfaction~~liabilities and the recording of ~~liabilities in the normal course of business. As of September 30, 2021, the Company had approximately $59,000 of cash in its operating account and approximately $47,000 of negative working capital.~~expenses that are not readily apparent from other sources.

~~From inception on August 11, 2020 through~~Actual results may differ materially and adversely from these estimates. To the ~~time of~~extent there are material differences between the estimates and actual results, the Company’s ~~Initial Public Offering on October 19, 2020, the Company’s liquidity needs were satisfied through a payment~~future results 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 September 30, 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 could have provided the Company Working Capital Loans (as defined in Note 4), although they were not required to do so. At September 30, 2021 and as of the closing of the Business Combination, there were no Working Capital Loans outstanding.operations will be affected.

~~Note 2 – Basis of Presentation and Significant Accounting Policies~~

~~Basis~~Concentration of ~~Presentation~~Credit Risk and Off-Balance Sheet Risk

The ~~accompanying unaudited condensed consolidated~~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 ~~statements are presented in U.S. dollars in conformity with accounting principles generally accepted in~~quality. At times, cash balances may exceed limits federally insured by the ~~United States of America~~Federal Deposit Insurance Corporation (“~~GAAP”~~FDIC”) ~~for financial information and pursuant~~. The Company believes it is not exposed to significant credit risk due to the ~~rules and regulations~~financial strength of the ~~SEC. Accordingly, they do not include all~~depository institutions in which the funds are held. The Company has no financial instruments with off-balance sheet risk of ~~the information~~loss.

Major Customers

The Company has one customer that accounted for approximately 33% of sales and ~~footnotes required by GAAP. In the opinion~~35% of ~~management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary~~net accounts receivable, and another customer that accounted for 11% of sales and 0.1% of net accounts receivable for the ~~fair statement of the balances and results for the period presented. Operating results for the three and~~ nine month ~~periods~~period ended September 30, ~~2021 are not necessarily indicative~~2022.

The Company has one customer that accounted for approximately 44% of ~~the results that may be expected~~sales and 42% of net accounts receivable for the ~~full year ending December 31,~~nine month period ended September 30, 2021. The Company expects to maintain these relationships with the above-referenced customers.

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

Emerging Growth Company

The ~~accompanying unaudited condensed consolidated~~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 ~~should be read~~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 ~~conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A filed with the SEC on November 23, 2021.~~accounting standards used.

~~Restatement of Previously Issued Financial Statements~~Cash and Cash Equivalents

~~In light~~Cash and cash equivalents include all highly liquid investments with an original maturity of ~~recent comment letters issued~~three months or less. The Company maintains most of its cash and cash equivalents with financial institutions in the U.S. The accounts at financial institutions in the U.S. are insured by the ~~SEC, the management~~Federal Deposit Insurance Corporation (“FDIC”) and are in excess of ~~the~~FDIC limits. The Company ~~has re-evaluated the Company’s application~~had cash balances of ASC 480-10-S99-3A to its accounting classification of the Public Shares issued as part of the units sold in the Initial Public Offering that, prior to consummation of the Business Combination, were subject to redemption provisions. Historically, a portion of the Public Shares was classified as permanent equity to maintain stockholders’ equity greater than $5 millionapproximately $433,000 and $913,000 with foreign financial institutions on ~~the basis that the Company would not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s amended~~September 30, 2022 and restated certificate of incorporation as it existed prior to consummation of the Business Combination (the “Charter”). Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Pursuant to such re-evaluation, the Company's management has revised this interpretation to include temporary equity in net tangible assets and determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has changed its earnings per share methodology to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company.December 31, 2021, respectively.

~~In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,”~~Restricted Cash and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the correctionsInsurance Reserves

Cash and ~~has determined that the related impact was material~~cash equivalents subject to ~~the previously filed financial statements that contained the error, reported~~contractual restrictions and not readily available are classified as restricted cash in the ~~Company’s Form 10-Qs for~~Condensed Consolidated Balance Sheets. Restricted cash is classified as either a current or non-current asset depending on the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present all Class A common stock subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, therestriction period. The Company is ~~reporting these restatements~~required to ~~those periods in this quarterly report.~~pledge or otherwise restrict a portion of cash and cash equivalents as collateral for its line of credit, transportation equipment leases and a standby letter of credit as required by its insurance carrier (see Notes 8 and 13).

The ~~impact~~Company utilizes a combination of insurance and self-insurance programs, including a wholly-owned captive insurance entity, to provide for the potential liabilities for certain risks, including workers’ compensation, automobile liability, general liability and professional liability. Liabilities associated with the risks that are retained by the Company within its high deductible limits are not discounted and are estimated, in part, by considering claims experience, exposure and severity factors and other actuarial assumptions. The Company has commercial insurance in place for catastrophic claims above its deductible limits.

ARM Insurance, Inc. a Vermont-based wholly-owned captive insurance subsidiary of the ~~restatement on~~Company, charges the ~~financial statements for~~operating subsidiaries premiums to insure the ~~Affected Quarterly Periods is presented below.~~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 ~~table below presents the effect of the financial statement adjustments~~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 ~~restatement discussed above of~~Company other than to pay or settle self-insured claims and costs. These amounts are reflected in “Restricted cash” in the ~~Company’s previously reported balance sheet as of March 31, 2021:~~accompanying Condensed Consolidated Balance Sheets.

Balance sheet as of March 31, 2021 (unaudited) As Previously Reported

Adjustments

As Restated

Total assets $ 115,725,964 $ 115,725,964
Total liabilities $ 10,894,008 $ 10,894,008
Class A common stock subject to possible redemption 99,831,950 15,168,050 115,000,000
Preferred stock - - -
Class A common stock 152 (152 ) -
Class B common stock 288 - 288
Additional paid-in capital 7,233,231 (7,233,231 ) -
Accumulated deficit (2,233,665 ) (7,934,667 ) (10,168,332 )
Total stockholders’ equity (deficit) $ 5,000,006 $ (15,168,050 ) $ (10,168,044 )
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 115,725,964 $ - $ 115,725,964

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021:

~~Three Months Ended March 31, 2021 (Unaudited)~~

As Previously
Reported Adjustments As Restated
Supplemental Disclosure of Noncash Financing Activities:
Change in value of Class A common stock subject to possible redemption $ 1,989,870 $ (1,989,870 ) $ -

~~The table below presents the effect~~DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

Fair Value of ~~the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021:~~Financial Instruments

Balance sheet as of June 30, 2021 (unaudited) As Previously Reported

Adjustments

As Restated

Total assets $ 115,464,516 $ 115,464,516
Total liabilities $ 13,675,127 $ 13,675,127
Class A common stock subject to possible redemption 96,789,380 18,210,620 115,000,000
Preferred stock - - -
Class A common stock 182 (182 ) -
Class B common stock 288 - 288
Additional paid-in capital 10,275,771 (10,275,771 ) -
Accumulated deficit (5,276,232 ) (7,934,667 ) (13,210,899 )
Total stockholders’ equity (deficit) $ 5,000,009 $ (18,210,620 ) $ (13,210,611 )
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 115,464,516 $ - $ 115,464,516

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 ~~table below presents the effect~~accounting guidance classifies fair value measurements in one of the ~~financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows~~following three categories for ~~the six months ended June 30, 2021:~~disclosure purposes:

~~Six Months ended June 30, 2021 (Unaudited)~~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.

~~The impact to~~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 ~~reported amounts~~determination of ~~weighted average shares outstanding and basic and diluted net income (loss) per common share is presented below for the Affected Periods:~~fair value requires significant judgment or estimation.

Net Income Per Share
As Reported Adjustment As Restated
Three Months Ended March 31, 2021 (Unaudited)
Net income $ 1,989,868 $ - $ 1,989,868
Weighted average shares outstanding - Class A common stock 11,500,000 - 11,500,000
Basic and diluted net income per share - Class A common stock $ 0.00 $ 0.14 $ 0.14
Weighted average shares outstanding - Class B common stock 2,875,000 - 2,875,000
Basic and diluted net income per share - Class B common stock $ 0.69 $ (0.55 ) $ 0.14

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2022 and December 31, 2021. 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.

Net Loss Per Share
As Reported Adjustment As Restated
Three Months Ended June 30, 2021 (Unaudited)
Net loss $ (3,042,567 ) $ - $ (3,042,567 )
Weighted average shares outstanding - Class A common stock 11,500,000 - 11,500,000
Basic and diluted net loss per share - Class A common stock $ 0.00 $ (0.21 ) $ (0.21 )
Weighted average shares outstanding - Class B common stock 2,875,000 - 2,875,000
Basic and diluted net loss per share - Class B common stock $ (1.06 ) $ 0.85 $ (0.21 )

Net Loss Per Share
As Reported Adjustment As Restated
Six Months Ended June 30, 2021 (Unaudited)
Net loss $ (1,052,699 ) $ - $ (1,052,699 )
Weighted average shares outstanding - Class A common stock 11,500,000 - 11,500,000
Basic and diluted net loss per share - Class A common stock $ 0.00 $ (0.07 ) $ (0.07 )
Weighted average shares outstanding - Class B common stock 2,875,000 - 2,875,000
Basic and diluted net loss per share - Class B common stock $ (0.37 ) $ 0.30 $ (0.07 )

Level 3 instruments are valued based on unobservable inputs that are supported by little or no market activity and reflect the Company’s own assumptions in measuring fair value. Future changes in fair value of the contingent financial milestone consideration, as a result of changes in significant inputs such as the discount rate and estimated probabilities of financial milestone achievements, could have a material effect on the statement of operations and balance sheet in the period of the change.

During the three months ended September 30, 2022, the Company recorded $4.0 million of contingent consideration in connection with the Ryan Brothers Atkinson, LLC business acquisition, to be paid based on the completion of certain performance obligations over a 24-month period (see Note 4).

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. The billings will either be paid or settled on the patient’s behalf by health insurance providers, managed care organizations, treatment facilities, government sponsored programs, businesses, or patients directly. 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.

DocGo Inc. and Subsidiaries

~~Use~~

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

Property and Equipment

Property and equipment are stated at cost, net of ~~Estimates~~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:

Asset Category		Estimated Useful Life
Buildings		39 years
Office equipment and furniture		3 years
Vehicles		2-8 years
Medical equipment		2-5 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.

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 ~~preparation~~Company accounts for its business combinations under the provisions of ~~unaudited condensed consolidated financial statements in conformity with GAAP~~ASC 805-10, Business Combinations (“ASC 805-10”), which requires ~~management to make estimates and assumptions~~ that ~~affect~~ the ~~reported amounts~~purchase method of ~~assets~~accounting be used for all business combinations. Assets acquired and liabilities ~~and disclosure of contingent assets and liabilities~~assumed, including NCI, are recorded at the date of acquisition at their respective fair values. ASC 805-10 also specifies criteria that intangible assets acquired in a business combination must meet to be recognized and reported apart from goodwill.

Goodwill represents the 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 ofexcess purchase price over the fair value of the ~~derivative warrant liabilities. Such estimates~~tangible net assets and intangible assets acquired in a business combination. If the business combination provides for contingent consideration, the Company records the contingent consideration at fair value at the acquisition date and any changes in fair value after the acquisition date are accounted for as measurement-period adjustments. Changes in fair value of contingent consideration resulting from events after the acquisition date, such as earn-outs, are recognized as follows: (1) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement is accounted for within equity, or (2) if the contingent consideration is classified as a liability, the changes in fair value are recognized in earnings. For transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase. The Company capitalizes acquisition-related costs and fees associated with asset acquisitions and immediately expenses acquisition-related costs and fees associated with business combinations.

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

The estimated fair value of net assets to be acquired, including the allocation of the fair value to identifiable assets and liabilities, is determined using established valuation techniques. Management uses assumptions based on historical knowledge of the business and projected financial information of the target. These assumptions may vary based on future events, perceptions of different market participants and other factors outside the control of management, and such variations may be ~~subject~~significant to ~~change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates.~~estimated values.

~~Concentration~~Impairment 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~~Long-Lived Assets

The ~~unaudited condensed consolidated financial statements include~~Company evaluates the ~~accounts~~recoverability of the ~~Company~~recorded amount of long-lived assets, primarily property and equipment and finite-lived intangible assets, whenever events or changes in circumstance indicate that the recorded amount of an asset may not be fully recoverable. An impairment is assessed when the undiscounted expected future cash flows derived from an asset are less than its ~~wholly owned subsidiary, Merger Sub,~~carrying amount. If an asset is determined to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair value. Assets targeted for disposal are reported at the lower of the carrying amount or fair value less cost to sell. For the periods ending September 30, ~~2021. Merger Sub had~~2022 and December 31, 2021, management determined that there was no ~~assets or liabilities as~~impairment loss required to be recognized for the carrying value of ~~September 30, 2021. All significant inter-company transactions and balances have been eliminated in consolidation.~~long-lived assets.

~~Investments Held in the Trust Account~~Goodwill and Indefinite-Lived Intangible Assets

~~At all times prior to~~Goodwill represents the ~~consummation~~excess of the ~~Business Combination,~~purchase price of an acquired business over the Company’s portfolio of investments held in the Trust Account was 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 and generally have a readily determinable fair value of amounts assigned to assets acquired and liabilities assumed. Goodwill and indefinite-lived intangible assets, consisting primarily of operating licenses, are not amortized, but are evaluated for impairment on an annual basis, or ~~a combination thereof. When~~on an interim basis when events or changes in circumstances indicate that the ~~Company’s investments held in~~carrying value may not be recoverable. In assessing the ~~Trust Account were comprised~~recoverability of ~~U.S. government securities,~~goodwill and indefinite-lived intangible assets, the ~~investments were classified as trading securities. When~~Company makes assumptions regarding the ~~Company’s investments held in~~estimated future cash flows, including forecasted revenue growth, projected gross margin and the ~~Trust Account were comprised of money market funds,~~discount rate to determine the investments were carried at fair value. Trading securities and investments in money market funds are presented on the 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 income on investments held in Trust Account~~assets. If these estimates or their related assumptions change in the ~~accompanying unaudited condensed consolidated statement~~future, the Company may be required to record impairment charges against these assets in the reporting period in which the impairment is determined.

The Company tests goodwill for impairment at the reporting unit level, which is one level below the operating segment. The Company has the option of ~~operations. The estimated~~performing a qualitative assessment to determine whether further impairment testing is necessary before performing the one-step quantitative assessment. If as a result of the qualitative assessment, it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test will be required. Otherwise, no further testing will be required. If a quantitative impairment test is performed, the Company compares the fair values of ~~investments held~~the applicable reporting units with their aggregate carrying values, including goodwill. Estimating the fair value of the reporting units requires significant judgment by management. If the carrying amount of a reporting unit exceeds the fair value of the reporting unit, goodwill impairment is recognized.

Any excess in carrying value over the estimated fair value is recorded as impairment loss and charged to the results of operations in the ~~Trust Account are~~period such determination is made. For the periods ended September 30, 2022 and 2021, management determined ~~using available market information.~~ that there was no impairment loss required to be recognized in the carrying value of goodwill or other intangible assets. The Company selected December 31 as its annual testing date.

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.

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

Derivative ~~Warrant Liabilities~~Financial Instruments

The Company does not use derivative instruments to hedge exposures to ~~cash flow,~~interest rate, 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.derivatives.

Related Party Transactions

The Company ~~accounts for its 6,366,666 warrants issued in connection with its Initial Public Offering (3,833,333 Public Warrants) and Private Placement (2,533,333 Private Placement Warrants)~~defines related parties as ~~derivative warrant liabilities in accordance with ASC 815-40. Accordingly,~~affiliates of the Company, ~~recognizes~~entities for which investments are accounted for by the ~~warrant instruments as liabilities at fair value~~equity method, trusts for the benefit of employees, principal owners (beneficial owners of more than 10% of the voting interest), management, and ~~adjusts~~members of immediate families of principal owners or management, other parties with which the ~~instruments~~Company may deal with if one party controls or can significantly influence management or operating policies of the other 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~~an extent that one of the ~~Company’s condensed consolidated statement of operations.~~transacting parties might be prevented from fully pursuing its own separate interests.

Related party transactions are recorded within operating expenses in the Company’s Unaudited Condensed Consolidated Statement of Operations and Comprehensive Income. For details regarding the related party transactions that occurred during the periods ended September 30, 2022 and 2021, refer to Note 15.

~~Fair Value of Financial Instruments~~Revenue Recognition

~~Fair value is defined~~On January 1, 2019, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (“ASC 606”), 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 consist of:

●

~~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.amended.

AsTo determine revenue recognition for contractual arrangements that the Company determines are within the scope of ~~September 30, 2021~~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 ~~December 31, 2020,~~(5) recognize revenue when (or as) the ~~carrying values of cash, accounts payable, accrued expenses and franchise tax payable approximate their fair values due~~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 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 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.customer.

The ~~fair value~~Company generates revenues from the provision of ~~Public Warrants~~(1) ambulance and ~~Private Placement Warrants at December 31, 2020 was determined using a Monte Carlo simulation,~~medical transportation services (“Transportation Services”) and ~~at September 30, 2021 was determined~~(2) Mobile Health services. The customer simultaneously receives and consumes the benefits provided by ~~reference~~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 ~~quoted price of the Public Warrants on the Nasdaq Stock Market.~~

~~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~~value transferred to the ~~Initial Public Offering. Offering costs were allocated~~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 ~~separable financial instruments issued in the Initial Public Offering~~time of billing based on contractual terms, historical collections, or other arrangements. All transaction prices are fixed and determinable, which includes a ~~relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred~~fixed base rate, fixed mileage rate and ~~presented as non-operating expenses in the statement~~an evaluation of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. The Company classified deferred underwriting commissions as non-current liabilities as their liquidation was not reasonably expected to require the use of current assets or require the creation of current liabilities.

~~Class A Common Stock Subject to Possible Redemption~~

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021 and December 31, 2020, 11,500,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets.historical collections by each payer.

~~Immediately upon the closing~~DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

Nature of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of conditionally redeemable Class A common stock (see Note 7). This change in the carrying value of redeemable shares of Class A common stock resulted in charges to additional paid-in capital and accumulated deficit.Our Services

~~Income Taxes~~Revenue is primarily derived from:

Transportation Services: These services encompass both emergency response and non-emergency ambulance transport services. Net revenue from transportation services is derived from the transportation of patients based on billings to third party payors and healthcare facilities.

ii.

Mobile Health Services: These services include services performed at home and offices, testing and vaccinations, and event services which include on-site healthcare support at sporting events and concerts.

The Company ~~follows~~concluded that Transportation Services and any related support activities are a single performance obligation under ASC 606. The transaction price is determined by the ~~asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities~~fixed rate usage-based fees or fixed fees which 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 incomeagreed upon in the ~~years in which those temporary differences~~Company’s executed contracts. For Mobile Health, the performance of the services and any related support activities are ~~expected to be recovered~~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 ~~settled. The effect on deferred tax assets~~combined) fee structure taking into consideration staff 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.materials utilized.

~~In assessing~~As the ~~realization~~performance associated with such services is known and quantifiable at the end 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 thea period in which ~~those temporary differences become deductible. Management considers~~ the ~~scheduled reversal~~services occurred (i.e., monthly or quarterly), revenues are typically recognized in the respective period performed. The typical billing cycle for Transportation Services and Mobile Health services is same day to 5 days with payments generally due within 30 days. For large municipal customers in the Mobile Health segment, invoices are generally produced on a monthly basis, in arrears, and are generally due within 30-60 days of ~~deferred tax liabilities, projected future taxable income~~when they are submitted to the customer. For Transportation Services, the Company estimates the amount unbilled at month end and ~~taxing strategies in making this assessment. Because the future realization of tax benefits~~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 ~~considered to be more likely than not,~~necessary as the ~~Company provided a full valuation allowance~~transaction price (fees) for the ~~deferred tax assets at September 30, 2021~~services provided is standard and ~~December 31, 2020.~~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.

~~ASC 740 prescribes a recognition threshold~~For Transportation Services, the customer simultaneously receives and ~~a measurement attribute for~~consumes the ~~financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those~~ benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021 or December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently 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.

~~Net Income (Loss) Per Share of Common Stock~~

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss)provided by the ~~weighted average shares~~Company as the performance obligations are fulfilled, therefore the Company satisfies performance obligations at the same time. For Transportation Services, where the customer pays fixed rate usage-based fees, the actual usage in the period represents the best measure of ~~common stock outstanding~~progress. Generally, for Mobile Health services, the ~~respective period.~~

~~The calculation of diluted net income (loss) per common stock does not consider~~customer simultaneously receives and consumes the ~~effect of~~benefits provided by the ~~warrants issued in connection with~~Company as the ~~Initial Public Offering~~performance obligations are fulfilled, therefore the Company satisfies performance obligations at the same time. For certain Mobile Health services that have a fixed fee arrangement, and the ~~Private Placement to purchase an aggregate of 6,366,666 shares of common stock since their inclusion would be anti-dilutive under~~services are provided over time, revenue is recognized over time as the ~~treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021.~~

~~The following table reflects the calculation of basic and diluted net income (loss) per common share with net income (loss) allocated pro rata between the two classes of common shares as follows:~~

For the Three Months Ended For the Nine Months Ended For the Period from August 11
(Inception) to September 30,
September 30, 2021 September 30, 2021 2020
Class A Class B Class A Class B Class B
Basic and diluted net income (loss) per common share:
Numerator:
Allocation of net income (loss) $ 479,385 $ 65,102 $ (420,345 ) $ (87,867 ) $ (2,065 )

Denominator:
Basic and diluted weighted average common shares outstanding 27,600,000 3,066,666 26,184,615 3,046,153

Basic and diluted net income (loss) per common share $ 0.04 $ 0.04 $ (0.04 ) $ (0.04 ) $ —

~~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 ~~(“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. This ASU also removes certain settlement conditions that~~services are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

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 unaudited condensed consolidated financial statements.

~~Note 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 Public Warrant. 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.

~~Note 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”), issuedprovided to the ~~Sponsor.~~ On October 14, 2020, the Sponsor effected a surrender of 431,250 Founder Shares to the Company for no consideration, resulting in a decrease in the total number of shares of Class B common stock outstanding from 3,737,500 to 3,306,250. All shares and associated amounts were retroactively restated to reflect the share surrender. On November 16, 2020, the underwriter advised the Company that it would not exercise its over-allotment option to purchase additional shares, and consequently 431,250 Founder Shares were forfeited, resulting in a decrease in the total number of shares of Class B common stock outstanding from 3,306,250 to 2,875,000 ~~such that the Founder Shares represented 20.0% of the Company’s issued and outstanding Public Shares after the Initial Public Offering and prior to the consummation of the Business Combination. Effective August 24, 2021, pursuant to an election made by the Sponsor the 2,875,000 Founder Shares were converted from Class B common shares on a one-for-one basis into Class A common shares.~~

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 Warrant, 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 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 are 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) are not transferable, assignable or salable until 30 days after the completion of the initial business combination (subject to certain exceptions).customer.

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

In the following table, revenue is disaggregated as follows:

Revenue Breakdown	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Primary Geographical Markets
United States	$	101,337,899	$	83,286,509	$	322,706,143	$	190,595,217
United Kingdom		2,981,995		2,552,479		9,024,607		6,799,162
Total revenue	$	104,319,894	$	85,838,988	$	331,730,750	$	197,394,379

Major Segments/Service Lines
Transportation Services	$	27,670,109	$	17,916,162	$	77,657,852	$	65,657,141
Mobile Health		76,649,785		67,922,826		254,072,898		131,737,238
Total revenue	$	104,319,894	$	85,838,988	$	331,730,750	$	197,394,379

~~Related Party Loans~~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 or other contracts to issue common stock were exercised or converted into common stock of the Company during the reporting periods. Potential dilutive common stock equivalents consist of the incremental common stock issuable upon exercise of warrants and the incremental shares issuable upon conversion of stock options. In reporting periods in which the Company has a net loss, the effect is considered anti-dilutive and excluded from the diluted earnings per share calculation.

Equity Method Investment

On ~~August 18, 2020, the Sponsor agreed to loan~~October 26, 2021, the Company upacquired a 50% interest in RND Health Services Inc. (“RND”) for $655,876. The Company uses the equity method to ~~$150,000 pursuant to an unsecured Note Payable to cover expenses related to the Initial Public Offering, pursuant to~~account for investments in which the Company ~~borrowed approximately $71,000. This loan was payable without interest upon~~has the ~~completion~~ability to exercise significant influence over the operating and financial policies of the ~~Initial Public Offering.~~investee but does not exercise control. The ~~Company fully repaid~~Company’s carrying value in the ~~Note Payable~~equity method investee is reflected in the caption “Equity method investment” on ~~October 19, 2020,~~the Condensed Consolidated Balance Sheets. Changes in value of RND are recorded in “Gain from equity method investment” on the Unaudited Condensed Consolidated Statements of Operations and ~~this credit facility is no longer in effect. There were no related party loans outstanding at September 30, 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,~~Comprehensive Income. The Company’s judgment regarding its level of influence over the ~~initial stockholders, officers and~~equity method investee includes considering key factors, such as ownership interest, representation on the board of directors, and their affiliates could, but were not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). No Working Capital Loans were outstanding at September 30, 2021 or December 31, 2020.

~~Note 5 – Commitments and Contingencies~~

~~Risks and Uncertainties~~

~~Management continues to evaluate the impact of the COVID-19 pandemic on the healthcare industry, which its target company operates~~participation in and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of these condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~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, was payable to the underwriter for deferred underwriting commissions. The deferred fee became payable to the underwriter from the amounts held in the Trust Account upon consummation of the Business Combination.

~~Other Commitments and Obligations~~

As of September 30, 2021, the Company did not have any lease obligations or purchase commitments, and it had no long-term liabilities other than the warrant liabilities of $8.6 million and the deferred underwriting commission of $4.0 million payable from the Trust Account upon consummating the initial business combination. In addition, upon consummation of the Merger described herein, the Company was obligated to pay an M&A advisory fee to Barclays Capital Inc. from the Trust Account in the amount of approximately $3.0 million.

~~Note 6 – Derivative 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.policy-making decisions.

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

On November 1, 2021, the Company acquired a 20% interest in National Providers Association, LLC (“NPA”) for $30,000. The ~~warrants~~Company uses the equity method to account for investments in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee but does not exercise control. The Company’s carrying value in the equity method investee is reflected in the caption “Equity method investment” on the Condensed Consolidated Balance Sheets. Changes in value of NPA are recorded in “Loss from equity method investment” on the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income. The Company’s judgment regarding its level of influence over the equity method investee includes considering key factors, such as ownership interest, representation on the board of directors, and participation in policy-making decisions. Effective December 21, 2021, three members withdrew from NPA resulting in the remaining two members obtaining the remaining ownership percentage. On December 31, 2021 and September 30, 2022, DocGo owned 50% of NPA.

Under the equity method, the Company’s investment is initially measured at cost and subsequently increased or decreased to recognize the Company’s share of income and losses of the investee, capital contributions and distributions and impairment losses. The Company performs a qualitative assessment annually and recognizes an impairment if there are sufficient indicators that the fair value of the investment is less than carrying value.

Leases

The Company categorizes leases at its inception as either operating or finance leases based on the criteria in FASB ASC 842, Leases, (“ASC 842”). The Company adopted ASC 842 on January 1, 2019, using the modified retrospective approach, and has established a Right-of-Use (“ROU”) Asset and a current and non-current lease liability for each lease arrangement identified. The lease liability is recorded at the present value of future lease payments discounted using the discount rate that approximates the Company’s incremental borrowing rate for the lease established at the commencement date, and the ROU asset is measured as the lease liability plus any initial direct costs, less any lease incentives received before commencement. The Company recognizes a single lease cost, so that the remaining cost of the lease is allocated over the remaining lease term on a straight-line basis.

The Company has lease arrangements for vehicles, equipment, and facilities. These leases typically have original terms not exceeding 10 years and, in some cases contain multi-year renewal options, none of which are reasonably certain of exercise. The Company’s lease arrangements may contain both lease and non-lease components. The Company has elected to combine and account for lease and non-lease components as a single lease component. The Company has incorporated residual value obligations in leases for which there is such occurrences. Regarding short-term leases, ASC 842-10-25-2 permits an ~~exercise~~entity to make a policy election not to apply the recognition requirements of ASC 842 to short-term leases. The Company has elected not to apply the ASC 842 recognition criteria to any leases that qualify as short-term leases.

Income Taxes

Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or the Company’s tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense.

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

Recently Issued Accounting Standards Not Yet Adopted

None

3. Property and Equipment, net

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

	September 30, 2022			December 31, 2021

Office equipment and furniture	$	2,749,874		$	1,977,808
Buildings		527,283			527,284
Land		37,800			37,800
Transportation equipment		18,477,444			13,772,251
Medical equipment		5,764,863			3,949,566
Leasehold improvements		609,226			616,446
		28,166,490			20,881,155
Less: Accumulated depreciation		(10,588,660	)		(8,147,266	)
Property and equipment, net	$	17,577,830		$	12,733,889

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

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

4. Acquisition of Businesses

Government Medical Services, LLC

On July 6, 2022, Holdings, acquired 100% of the outstanding shares of common stock of Government Medical Services, LLC (“GMS”), a provider of medical services. The aggregate purchase price consisted of $20.3 million in cash consideration. Holdings also agreed to pay GMS an additional $3.0 million upon GMS meeting certain performance conditions within a year of the Closing Date. Acquisition costs are included in general and administrative expenses and totaled $0 for the three months ended September 30, 2022 and $800,000 for the nine months ended September 30, 2022.

The acquisition was accounted for under the acquisition method of accounting, with the Company identified as the acquirer. The Company’s unaudited condensed consolidated financial statements include the results of operations of GMS from the date of acquisition. The historical results of operations of GMS were not significant to the Company’s unaudited condensed consolidated results of operations for the periods presented. Under the acquisition method of accounting, the aggregate amount of consideration paid by the Company was allocated to GMS’s net tangible assets and intangible assets based on their estimated fair value on the acquisition date. The preliminary purchase price allocation, as set forth in the table below, reflects various preliminary fair value estimates and analysis prepared by the Company. Any change in the fair value of the net assets of GMS will change the amount of the purchase price allocable to goodwill. Final purchase accounting adjustments may differ materially from preliminary purchase price allocation presented here. The primary areas of the purchase price allocation that are not yet finalized relate to the valuation of the intangible assets acquired, fair value of right to use assets and associated operating lease liabilities assumed, and net working capital adjustments.

Exceptional Medical Transportation, LLC

On July 13, 2022, the Company acquired 100% of the outstanding shares of common stock of Exceptional Medical Transportation, LLC (“Exceptional”) in exchange for $13.7 million consisting of $7.7 million in cash at closing and $6 million payable over a 24 month period. Exceptional is in the business of providing medical transportation services. Acquisition costs are included in general and administrative expenses totaled $0 for the three months ended September 30, 2022 and $0 for the nine months ended September 30, 2022.

The acquisition was accounted for under the acquisition method of accounting, with the Company identified as the acquirer. The Company’s unaudited condensed consolidated financial statements include the results of operations of Exceptional from the date of acquisition. The historical results of operations of Exceptional were not significant to the Company’s unaudited condensed consolidated results of operations for the periods presented. Under the acquisition method of accounting, the aggregate amount of consideration paid by the Company was allocated to Exceptional’s net tangible assets and intangible assets based on their estimated fair value on the acquisition date. The preliminary purchase price allocation, as set forth in the table below, reflects various preliminary fair value estimates and analysis prepared by the Company. Any change in the fair value of the net assets of Exceptional will change the amount of the purchase price allocable to goodwill. Final purchase accounting adjustments may differ materially from preliminary purchase price allocation presented here. The primary areas of the purchase price allocation that are not yet finalized relate to the valuation of the intangible assets acquired, fair value of right to use assets and associated operating lease liabilities assumed, and net working capital adjustments.

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

Ryan Brothers Fort Atkinson, LLC

On August 9, 2022, the Company acquired 100% of the outstanding shares of common stock of Ryan Brothers Fort Atkinson, LLC (“RT”) in exchange for $11.4 million consisting of $7.4 million in cash at closing and $4.0 million of estimated contingent consideration to be paid out over 24 months based on performance of certain obligations. RT is in the business of providing medical transportation services. Acquisition costs are included in general and administrative expenses totaled $0 for the three months ended September 30, 2022 and $0 for the nine months ended September 30, 2022.

The acquisition was accounted for under the acquisition method of accounting, with the Company identified as the acquirer. The Company’s unaudited condensed consolidated financial statements include the results of operations of RT from the date of acquisition. The historical results of operations of RT were not significant to the Company’s unaudited condensed consolidated results of operations for the periods presented. Under the acquisition method of accounting, the aggregate amount of consideration paid by the Company was allocated to RT’s net tangible assets and intangible assets based on their estimated fair value on the acquisition date. The preliminary purchase price allocation, as set forth in the table below, reflects various preliminary fair value estimates and analysis prepared by the Company. Any change in the fair value of the net assets of RT will change the amount of the purchase price allocable to goodwill. Final purchase accounting adjustments may differ materially from preliminary purchase price allocation presented here. The primary areas of the purchase price allocation that are not yet finalized relate to the valuation of the intangible assets acquired, fair value of right to use assets and associated operating lease liabilities assumed, and net working capital adjustments.

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

	Ryan Brothers		Exceptional Medical Transport		GMS		Total

Consideration:
Cash Consideration	$	7,422,252	$	6,375,000	$	20,338,789	$	34,136,041
Due to Seller		-		6,000,000		-		6,000,000
Contingent Consideration		4,000,000		-		-		4,000,000
Amounts held under an escrow account		-		1,333,333		-		1,333,333
Total consideration		11,422,252		13,708,333		20,338,789		45,469,374

Recognized amounts of identifiable assets acquired and liabilities assumed
Cash	$	620,548	$	299,050	$	1,005,453	$	1,925,051
Accounts receivable		-		-		3,975,160		3,975,160
Other current assets		136,157		-		30,734		166,891
Property, plant and equipment		2,125,134		2,450,900		4,092		4,580,126
Intangible assets		387,550		125,000		9,794,000		10,306,550
Total identifiable assets acquired		3,269,389		2,874,950		14,809,439		20,953,778

Accounts payable		44,911		-		137,239		182,150
Due to Seller		-		299,050		-		299,050
Other current liabilities		286,792		-		562,809		849,601
Total liabilities assumed		331,703		299,050		700,048		1,330,801

Goodwill		8,484,566		11,132,433		6,229,398		25,846,397

Total purchase price	$	11,422,252	$	13,708,333	$	20,338,789	$	45,469,374

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

5. Goodwill

The Company recorded goodwill in connection with its acquisitions. The changes in the carrying value of goodwill for the period ended September 30, 2022 are as noted in the tables below:

	Carrying Value
Balance at December 31, 2021	$	8,686,966
Goodwill acquired during the period		25,846,397
Balance at September 30, 2022		34,533,363

6. Intangibles

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

	September 30, 2022
	Estimated Useful Life (Years)	Gross Carrying Amount		Additions		Accumulated Amortization			Net Carrying Amount
Patents	15 years	$	48,668	$	13,655	$	(9,075	)	$	53,248
Computer software	5 years	$	294,147		11,144		(263,192	)	$	42,099
Operating licenses	Indefinite	$	8,375,514		450,200		-		$	8,825,714
Internally developed software	4-5 years	$	6,013,513		1,907,616		(5,778,894	)	$	2,142,235
Material Contracts	Indefinite		-		62,550		-			62,550
Customer Relationship	9 years		-		9,794,000		(272,056	)	$	9,521,944
		$	14,731,842	$	12,239,165	$	(6,323,217	)	$	20,647,790

	December 31, 2021
	Estimated Useful Life (Years)	Gross Carrying Amount		Additions		Accumulated Amortization			Net Carrying Amount
Patents	15 years	$	19,275	$	29,393	$	(6,367	)	$	42,301
Computer software	5 years		132,816		161,331		(219,388	)		74,759
Operating licenses	Indefinite		8,375,514		-		-			8,375,514
Internally developed software	4-5 years		2,146,501		3,867,012		(3,828,038	)		2,185,475
		$	10,674,106	$	4,057,736	$	(4,053,793	)	$	10,678,049

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

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

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

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

	Amortization Expense
2022, remaining	$	680,930
2023		2,078,406
2024		1,510,563
2025		1,460,965
2026		1,094,588
Thereafter		4,934,074
Total	$	11,759,526

Amortization expense
As of September 30, 2022			2,269,423
As of September 30, 2021			1,432,983
As of December 31, 2021			1,845,193

7. Accrued Liabilities

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

	September 30, 2022		December 31, 2021
Accrued bonus	$	496,660	$	7,260,456
Accrued lab fees		1,363,138		4,885,539
Accrued payroll		7,068,616		3,539,301
Medicare advance		-		975,415
FICA/Medicare liability		759,232		739,629
Accrued general expenses		7,393,906		3,497,418
Accrued subcontractors		11,259,341		9,564,833
Accrued fuel and maintenance		310,064		450,842
Accrued workers compensation		5,465,030		2,259,571
Other current liabilities		12,259		736,021
Accrued legal fees		2,447,997		1,143,629
Accrued insurance liabilities		1,840,420		-
Credit card payable		141,411		58,223
Total accrued liabilities	$	38,558,074	$	35,110,877

8. Line of Credit

On December 17, 2021, Ambulnz-FMC North America, LLC (“FMC NA”), entered into a revolving loan and bridge credit and security agreement with a subsidiary of one of its members with a maximum revolving advance amount of $12,000,000. Each Revolving Advance shall bear interest at a per annum rate equal to the Wall Street Journal Prime Rate (6.25% at September 30, 2022), as the same may change from time to time, plus one percent (1.00%), but in no event less than five percent (5.00%) per annum, calculated on the basis of a 360-day year for the actual number of days in the applicable period. The agreement is subject to certain financial covenants such as an unused fee, whereas the Company shall pay to the subsidiary of one of its members an unused fee in the amount of 0.5% of the average daily amount by which the Revolving Commitment Amount ($12 million) exceeds the principal balance of the aggregate outstanding advances. All accrued and unpaid interest and unused fee shall be due and payable on the first anniversary of the date of the agreement (“Revolving Credit Maturity Date”). This loan is secured by all assets of entities owned 100% by DocGo Inc. As of December 31, 2021, the outstanding balance of the line of credit was zero. On January 26, 2022, the Company drew $1,000,000 to fund operations and meet short-term obligations. As of September 30, 2022, the outstanding balance of the line of credit was $1,000,000.

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

9. Notes Payable

The Company has various loans with finance companies with monthly installments aggregating $64,855, inclusive of interest ranging from 2.5% through 8%. The notes mature at various times through 2051 and are secured by transportation equipment.

The following table summarizes the Company’s notes payable:

	September 30, 2022		December 31, 2021
Equipment and financing loans payable, between 2.5% and 8% interest and maturing between January 2022 and May 2051	$	2,136,808	$	1,903,288
Loan received pursuant to the Payroll Protection Program Term Note		-		-
Total notes payable		2,136,808		1,903,288
Less: current portion of notes payable	$	680,703	$	600,449
Total non-current portion of notes payable	$	1,456,105	$	1,302,839

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

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

	Notes Payable
2022, remaining		137,959
2023		582,722
2024		446,812
2025		386,785
2026		311,769
Thereafter		270,761
Total maturities	$	2,136,808
Current portion of notes payable		(680,703	)
Long-term portion of notes payable	$	1,456,105

10. Business Segment Information

The Company conducts business as two operating segments, Transportation Services and Mobile Health services. In accordance with ASC 280, Segment Reporting, operating segments are components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker, who is the chief executive officer, in deciding how to allocate resources and assessing performance. The Company’s business operates in two operating segments because the Company’s entities have two main revenue streams, and the Company’s chief operating decision maker evaluates the Company’s financial information and resources and assesses the performance of these resources by revenue stream.

The accounting policies of the segments are the same as the accounting policies of the Company as a whole. The Company evaluates the performance of its Transportation Services and Mobile Health services segments based primarily on results of operations.

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

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

	Transportation Services			Mobile Health Services		Total
Three Months Ended September 30, 2022
Revenues	$	27,670,109		$	76,649,785	$	104,319,894

Income (loss) from operations		(4,213,156	)		8,412,346	$	4,199,190

Total assets	$	173,789,449		$	182,130,761	$	355,920,210

Depreciation and amortization expense	$	2,464,694		$	550,170	$	3,014,864

Stock compensation	$	373,641		$	737,562	$	1,111,203

Long-lived assets	$	19,584,744		$	53,174,239	$	72,758,983

Three Months Ended September 30, 2021
Revenues	$	17,916,162			67,922,826	$	85,838,988

Income (loss) from operations		(11,308,739	)		12,827,957		1,519,218

Total assets	$	115,444,782		$	28,634,083	$	144,078,865

Depreciation and amortization expense	$	1,860,088		$	159,488	$	2,019,576

Stock compensation	$	458,346		$	4,700	$	463,046

Long-lived assets	$	25,641,586		$	2,252,650	$	27,894,236

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

	Transportation Services			Mobile Health Services		Total
Nine Months Ended September 30, 2022
Revenues	$	77,657,852		$	254,072,898	$	331,730,750

Income (loss) from operations		(33,035,470	)		54,786,982	$	21,751,512

Total assets	$	173,789,449		$	182,130,761	$	355,920,210

Depreciation and amortization expense	$	6,271,952		$	981,704	$	7,253,656

Stock compensation	$	1,253,450		$	3,280,309	$	4,533,759

Long-lived assets	$	19,584,744		$	53,174,239	$	72,758,983

Nine Months Ended September 30, 2021
Revenues	$	65,657,142			131,737,237	$	197,394,379

Income (loss) from operations		(15,309,680	)		15,213,696		(95,984	)

Total assets	$	115,444,782		$	28,634,083	$	144,078,865

Depreciation and amortization expense	$	5,214,607		$	299,696	$	5,514,303

Stock compensation	$	1,215,180		$	9,400	$	1,224,580

Long-lived assets	$	25,641,586		$	2,252,650	$	27,894,236

Long-lived assets include property, plant and equipment, goodwill and intangible assets.

Geographic Information

Revenues by geographic location are included in Note 2.

11. Equity

Preferred Stock

In November 2021, the Company’s Series A preferred stock was cancelled and converted into the right to receive a portion of merger consideration issuable as common stock of DocGo, par value $0.0001 (the “Common Stock”), pursuant to the terms and conditions set forth in the Merger Agreement. The Company’s Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity reflect the 2020 shares as if the Merger occurred in 2020.

Prior to the reverse merger, on May 23, 2019, the Series A preferred stock was formed, and 40,000 shares were authorized. Each share of Series A preferred stock was convertible into Class A common stock at a conversion price of ~~$11.50~~$3,000 per share, subject to adjustment ~~and will expire five years after~~as defined in the ~~completion~~articles of ~~a business combination or earlier upon redemption or liquidation.~~incorporation.

~~In addition, if (x)~~Series A preferred stockholders had voting rights equivalent to the ~~Company issues additional~~number of common stock shares ~~or equity-linked securities for capital raising purposes in connection with the closing~~issuable upon conversion. The Series A preferred stockholders were entitled to a non-cumulative dividend equal to 8% of the ~~initial business combination at an~~original issue price ~~or effective issue price~~as defined in the agreement when declared by the board of ~~less than $9.20~~directors.

The holders of the Series A preferred stock had preferential liquidation rights and rank senior to the holders of common stock. If a liquidation were to occur, the holders of the Series A preferred stock would have been paid an amount equal to $3,000 per share, ~~(as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (with such issue price or effective issue price~~subject to ~~be determined in good faith by the Company’s board of directors, and~~adjustment as defined in the ~~case~~articles of ~~any such issuance to~~incorporation, plus all accrued and unpaid dividends thereon. After 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%payment of the Series A preferred stockholders, the common stockholders would have been paid out on a pro-rata basis.

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

Common Stock

On November 1, 2017, Ambulnz, Inc. converted its legal structure from a limited liability company to a corporation and converted its membership units into shares of common stock at a rate of 1,000 shares per membership unit. The total ~~equity proceeds, and interest thereon, available for the funding~~authorized number of ~~the initial business combination on the date~~shares of ~~the consummation~~common stock converted was 100,000 shares, comprised of ~~the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s~~35,597 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 priceand 64,402 shares 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.Class B common stock.

~~The Private Placement Warrants are identical~~Prior to the ~~Public Warrants, except that (1)~~reverse merger, on May 23, 2019, the ~~Private Placement Warrants~~Ambulnz, Inc amended and restated its articles of incorporation and the total authorized common stock increased to 154,503 shares, comprised of 78,000 shares of Class A common stock ~~issuable upon~~and 76,503 shares of Class B common stock. The Class A common stockholders had voting rights equivalent to one vote per share of common stock and the Class B common stockholders have no voting rights. Dividends may be paid to the common stockholders out of funds legally available, when declared by the board of directors.

Share Repurchase Program

On May 24, 2022, the Company was authorized to purchase up to $40 million of the Company’s common stock under a share repurchase program (the “Program”). During the second quarter of 2022, the Company repurchased 70,000 shares of its common stock for $498,000. These shares were subsequently cancelled. There were no shares repurchased during the third quarter of 2022. The Program does not obligate the Company to acquire any specific number of shares and will expire on November 24, 2023. Under the Program, shares may be repurchased using a variety of methods, including privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as part of accelerated share repurchases, block trades and other methods. The timing, manner, price and amount of any common stock repurchases under the Program are determined by the Company in its discretion and depend on a variety of factors, including legal requirements, price and economic and market conditions.

Preacquisition Warrants

On February 15, 2018, the Company issued warrants to purchase 1,367 shares of Class B common stock at a purchase price of $0.01 per share to an investor in conjunction with a capital investment. The warrants had no expiration date. The fair value on the date of issuance was $5,400 per share, for a total fair value of $7,381,800. On May 23, 2019, the warrants were exchanged for warrants to purchase 2,461 shares of Series A preferred stock at a purchase price of $0.01 per share. The exchanged warrants have no expiration date and had a fair value on the date of issuance of $3,000 per share for a total fair value of $7,383,000. These warrants were cashless exercised in November 2021 for 1,587,700 shares of common DocGo Inc. common stock.

On June 5, 2019, the Company issued warrants to purchase 667 shares of Series A preferred stock at a purchase price of $3,000 per share to an investor in conjunction with a capital investment. The warrants would have expired on June 6, 2029. The fair value on the date of issuance was $2,078 per warrant for a total fair value of $1,386,026. These warrants were cashless exercised in November 2021 for 229,807 shares of common DocGo Inc. common stock.

12. Stock Based Compensation

Stock Options

In 2021, the Company established the DocGo Inc. Equity Incentive Plan (the “Plan”), which replaced Ambulnz, Inc’s 2017 Equity Incentive Plan. The Company reserved 16,607,894 shares of common stock for issuance under the Plan. The Company’s stock options generally vest on various terms based on continuous services over periods ranging from three to five years. The stock options are subject to time vesting requirements through 2032 and are nontransferable. Stock options granted have a maximum contractual term of 10 years. On September 30, 2022, approximately 2.5 million employee stock options on a converted basis had vested.

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. Before the Company’s shares of stock were publicly traded, management took the average of several publicly traded companies that were representative of the Company’s size and industry in order to estimate its expected stock volatility. The expected term of the options represented the period of time the instruments are expected to be outstanding. The Company based the risk-free interest rate on the rate payable on the U.S. Treasury securities corresponding to the expected term of the awards at the date of grant. Expected dividend yield was zero based on the fact that the Company had not historically paid and does not intend to pay a dividend in the foreseeable future.

The Company utilized contemporaneous valuations in determining the fair value of its shares at the date of option grants. Prior to the Merger, each valuation utilized both the discounted cash flow and guideline public company methodologies to estimate the fair value of its shares on a non-controlling and marketable basis. The December 31, 2020 valuations also included an approach that took into consideration a pending non-binding letter of intent from Motion Acquisition Corp. The March 11, 2021 valuation report relied solely on the fair value of the Company’s shares implied by the March 8, 2021 Merger Agreement with Motion Acquisition Corp.

A discount for lack of marketability was applied to the non-controlling and marketable fair value estimates determined above. The determination of an appropriate discount for lack of marketability was based on a review of discounts on the sale of restricted shares of publicly traded companies and put-based quantitative methods. Factors that influenced the size of the discount for lack of marketability included (a) the estimated time it would take for a Company stockholder to achieve marketability, and (b) the volatility of the Company’s business.

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

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

	Period Ended September 30, 2022
	2022			2021
Risk-free interest rate		.07% - 2.8	%		.15% - .62	%
Expected term (in years)		4			.5 - 2
Volatility		60% - 64	%		65	%
Dividend yield		0	%		0	%

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

	Options Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years		Aggregate Intrinsic Value
Balance as of, December 31, 2021		8,422,972		$	6.21		8.77	$	24,706,020
Granted/ Vested during the year		2,183,026			5.92		9.07		-
Exercised during the year		(1,637,159	)		2.04		5.47		-
Cancelled during the year		(706,642	)		7.71		8.82		-
Balance as of September 30, 2022		8,262,197			7.04		8.72	$	22,950,815
Options vested and exercisable at September 30, 2022		2,502,717		$	6.11		8.30	$	10,010,617

The aggregate intrinsic value in the above table is calculated as the difference between fair value of the Company’s common stock price and the exercise price of the stock options. The weighted average grant date fair value per share for stock option grants during the periods ended September 30, 2022 and December 31, 2021 was $5.92 and $2.80, respectively. On September 30, 2022 and December 31, 2021, the total unrecognized compensation related to unvested stock option awards granted was $27,812,078 and $20,792,804, respectively, which the Company expects to recognize over a weighted-average period of approximately 3.73 years.

Restricted Stock Units

The fair value of restricted stock units (“RSUs”) is determined on the date of grant. The Company records compensation expense in the Unaudited Condensed Consolidated Statement of Operations and Comprehensive Income on a straight-line basis over the vesting period for RSUs. The vesting period for employees and members of the Board of Directors ranges from one to four years.

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

Activity under RSUs was as follows:

	RSUs			Weighted- Average Grant Date Fair Value Per RSU
Balance as of, December 31, 2021		50,192		$	9.97
Granted		146,853			7.15
Vested during the year		(16,645	)		9.97
Forfeited		-			-
Balance as of, September 30, 2022		180,400			7.67
Vested and unissued at September 30, 2022		-
Non-vested at September 30, 2022		180,400			7.67

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

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

As of September 30, 2022, the Company had $1,241,163 in unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted-average period of approximately 3.1 years.

13. Leases

Operating Leases

The Company is obligated to make rental payments under non-cancellable operating leases for office, dispatch station space, and transportation equipment, expiring at various dates through 2026. Under the terms of the leases, the Company is also obligated for its proportionate share of real estate taxes, insurance and maintenance costs of the property. The Company is required to hold certain funds in restricted cash and cash equivalents accounts under some of these agreements.

Certain leases for property and transportation equipment contain options to purchase, extend or terminate the lease. Determining the lease term and amount of lease payments to include in the calculation of the right-of-use (ROU) asset and lease obligations for leases containing options requires the use of judgment to determine whether the exercise of an option is reasonably certain and whether the ~~Private Placement Warrants are~~optional period and payments should be included in the calculation of the associated ROU asset and lease obligation. In making such judgment, the Company considers all relevant economic factors that would require whether to exercise or not ~~transferable, assignable or salable until~~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.

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

Lease Costs

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

	Three Months Ended				Nine Months Ended
Components of total lease cost:	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021

Operating lease expense	$	626,188	$	508,128	$	1,517,541	$	1,446,067
Short-term lease expense		334,619	$	62,653		863,316		256,448
Total lease cost	$	960,807	$	570,781	$	2,380,857	$	1,702,515

Lease Position as of September 30, 2022

Right-of-use lease assets and lease liabilities for the ~~completion of a business combination, subject to~~Company’s operating leases were recorded in the Condensed Consolidated Balance Sheets as follows:

	September 30, 2022		December 31, 2021
Assets
Lease right-of-use assets	$	8,185,547	$	4,195,682
Total lease assets	$	8,185,547	$	4,195,682

Liabilities
Current liabilities:
Lease liability - current portion	$	2,059,278	$	1,461,335
Noncurrent liabilities:
Lease liability, net of current portion		6,406,246		2,980,946
Total lease liability	$	8,465,524	$	4,442,281

Lease Terms and Discount Rate

The table below presents certain limited exceptions, (2) the Private Placement Warrants are 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 have certain registration rightsinformation related to the ~~Private Placement Warrants (including~~weighted average remaining lease term and 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~~weighted average discount rate for the ~~Private Placement Warrants):~~Company’s finance leases as of September 30, 2022:

	➤Weighted average remaining lease term (in years) - operating leases	~~in whole and not in part;~~		5.22
Weighted average discount rate - operating leases			6.00	%

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

Undiscounted Cash Flows

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


	Operating Leases
2022, remaining	$	676,878
2023		2,375,470
2024		1,880,974
2025		1,897,247
2026		1,499,654
2027 and thereafter		1,418,692
Total future minimum lease payments		9,748,915
Less effects of discounting		(1,283,391	)
Present value of future minimum lease payments	$	8,465,524

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

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

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

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

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

Finance Leases

The Company leases vehicles under a non-cancelable finance lease agreements with a liability of $8,945,489 and $10,139,410 as of September 30, 2022 and December 31, 2021, respectively. This includes accumulated depreciation expense of $9,662,686 and $7,095,242 as of September 30, 2022 and December 31, 2021, respectively.

Depreciation expense for the vehicles under non-cancelable lease agreements amounted to $873,713 and $752,313 for the three months ended September 30, 2022 and 2021, respectively.

Depreciation expense for the vehicles under non-cancelable lease agreements amounted to $2,391,989 and $2,109,770 for the nine months ended September 30, 2022 and 2021, respectively.

Gain on Lease Remeasurement

In June 2022, the Company reassessed its finance lease estimates relating to vehicle milage and residual value. As a result, the Company determined to purchase the vehicles at the end of the leases which resulted in a gain of $1.4 million recorded as gains from lease accounting on the Unaudited Condensed Consolidated Statement of Operations and Comprehensive Income.

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

Lease Payments

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

	Three Months Ended				Nine Months Ended
Components of total lease payment:	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021

Finance lease payment	$	672,975	$	717,891	$	2,146,857	$	1,972,283
Short-term lease payment		-		-				-
Total lease payments	$	672,975	$	717,891	$	2,146,857	$	1,972,283

Lease Position as of September 30, 2022

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

	September 30, 2022		December 31, 2021
Assets
Lease right-of-use assets	$	9,421,196	$	9,307,113
Total lease assets	$	9,421,196	$	9,307,113

Liabilities
Current liabilities:
Lease liability - current portion	$	2,858,968	$	3,271,990
Noncurrent liabilities:
Lease liability, net of current portion		6,086,521		6,867,420
Total lease liability	$	8,945,489	$	10,139,410

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, 2022:

Weighted average remaining lease term (in years) - finance leases			3.92
Weighted average discount rate - finance leases			6.01	%

➤

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

DocGo Inc. and Subsidiaries

➤

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

Undiscounted Cash Flows

➤

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.

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

	Finance Leases
2022, remaining		878,626
2023		3,127,590
2024		2,398,030
2025		2,095,826
2026		1,185,433
2027 and thereafter		274,974
Total future minimum lease payments		9,960,479
Less effects of discounting		(1,014,990	)
Present value of future minimum lease payments	$	8,945,489

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

	Operating Leases
2022, remaining	$	676,878
2023		2,375,470
2024		1,880,974
2025		1,897,247
2026		1,499,654
2027 and thereafter		1,418,692
Total future minimum lease payments		9,748,915
Less effects of discounting		(1,283,391	)
Present value of future minimum lease payments	$	8,465,524

14. Other Expense

As of September 30, 2022, the Company ~~calls~~recorded a loss of approximately $1.8 million from the ~~Public Warrants for redemption, management will have~~remeasurement of warrant liabilities. The warrants are marked-to-market in each reporting period, and this loss reflected the ~~option~~increase in DocGo’s stock price relative to ~~require all holders that wish~~the beginning of the period. No gain or loss was recorded in relation to ~~exercise~~ the ~~Public Warrants to do so on a “cashless basis,” as described~~remeasurement of warrant liabilities in the ~~warrant agreement. In no event will~~same period in 2021. The Company redeemed all of its outstanding warrants in September 2022.

15. Related Party Transactions

Historically, the Company ~~be required~~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 the General Counsel of the Company, and therefore is a related party. The Company made legal payments to ~~net cash settle any warrant.~~Ely D. Tendler Strategic & Legal Services PLLC totaling $261,185 and $186,075 for the three months ended September 30, 2022 and 2021, respectively, and $704,593 and $476,293 for the nine months ended September 30, 2022 and 2021, respectively.

~~Commencing ninety days after~~

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

Pride Staff also provides subcontractor services for the ~~warrants become exercisable,~~Company. The Pride Staff is owned by the operations manager of the Company and his spouse, and therefore, a related party. The Company made subcontractor payments to PrideStaff totaling $118,645 and $92,359 for the three months ended September 30, 2022 and 2021, respectively, and $364,844 and $592,417 for the nine months ended September 30, 2022 and 2021, respectively.

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

16. Income Taxes

As a result of the Company’s history of net operating losses (“NOL”), the Company had historically provided for a full valuation allowance against its deferred tax assets for assets that were not more-likely-than-not to be realized. The Company’s income expense for the three months ended September 30, 2022 and 2021 were $401,906 and $604,608, respectively, and $1,163,755 and $613,531 for the nine months ended September 30, 2022 and 2021, respectively. In determining the quarterly provision for income taxes, we use an estimated annual effective tax rate adjusted for discrete items. This rate is based on our expected annual income, statutory tax rates, and best estimates of non-taxable and non-deductible income and expense items.

17. 401(K) Plan

The Company has established a 401(k) plan in January 2022 that qualifies as a deferred compensation arrangement under Section 401 of the Internal Revenue Code. 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 employer contributions to this plan as of September 30, 2022.

18. Legal Proceedings

From time to time, the Company may ~~redeem~~be involved as a defendant in legal actions that arise in the ~~outstanding Warrants:~~normal course of business. In the opinion of management, the Company has adequate legal defense on all legal actions, and the results of any such proceedings would not materially impact the Unaudited Condensed Consolidated Financial Statements of the Company. The Company provides disclosure and records loss contingencies in accordance with the loss contingencies accounting guidance. In accordance with such guidance, the Company establishes accruals for such matters when potential losses become probable and can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the Unaudited Condensed Consolidated Financial Statements.

➤

~~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.

As of September 30, 2022 and December 31, 2021, the Company recorded a liability of $1,000,000, which represents an amount for an agreed settlement, under the terms of a memorandum of understanding, of various class-based claims, both actual and potential, under Federal and California state law, as described in detail below. The “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 priorsettlement is subject to ~~the date on which the notice of redemption is sent to the holders of warrants.~~

~~Note 7 – Class A Common Stock Subject to Possible Redemption~~court approval.

~~Prior~~Stephanie Zamora, Jascha Dlugatch, et al. v. Ambulnz Health, LLC, et al. was filed in the Los Angeles Superior Court on October 11, 2018, and the complaint alleged wage and hour violations pursuant to California’s Private Attorneys’ General Act of 2004 (“PAGA”). On February 24, 2020, this case was consolidated with Jascha Dlugatch, et. Al. v. Ambulnz Health, LLC (the “Consolidated Compliant”), another lawsuit filed in the ~~consummation~~Los Angeles Superior Court. On May 6, 2021, the parties attended mediation and settled the claims pled in the Consolidated Complaint on a class-wide and PAGA basis in exchange for a proposed $1 million payment by Ambulnz Health, inclusive of administrative costs and fees. On September 9, 2022, the ~~Business Combination,~~Court preliminarily approved the Company’s Class A common stock featured certain redemption rights that were considered to be outside of the Company’s control and subject to the occurrence of future events. At September 30, 2021 and December 31, 2020, there were 11,500,000 shares of Class A common stock outstanding subject to possible redemption. The carrying value of potentially redeemable Class A common stock reported in temporary equity of the condensed consolidated balance sheets at September 30, 2021 and December 31, 2020 is comprised as follows:

Gross proceeds from issuance of potentially redeemable Class A common stock $ 115,000,000
Less:
Proceeds allocated to Public Warrants (3,105,000 )
Class A common stock issuance costs (6,793,491 )
Plus:
Accretion of carrying value to redemption value 9,898,491
Class A common stock subject to possible redemption $ 115,000,000

proposed settlement.

~~Note 8 – Stockholders’ Equity~~

~~Class A Common Stock~~— Prior to the consummation of the Business Combination, the Company was 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, 2021 and December 31, 2020, there were 14,375,000 (see ~~Class B Common Stock~~ below) and 11,500,000 shares of Class A common stock issued and outstanding. Of the outstanding shares of Class A common stock, 11,500,000 were subject to possible redemption at both September 30, 2021 and December 31, 2020, and accordingly such shares are classified in temporary equity in the condensed consolidated balance sheets at those dates.

~~Class B Common Stock~~—Prior to consummation of the Business Combination, the Company was 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 were entitled to one vote for each share. At December 31, 2020, 2,875,000 shares of Class B common stock were issued and outstanding. Effective August 24, 2021, pursuant to an election made by the Sponsor, the 2,875,000 outstanding Class B common shares were converted on a one-for-one basis into Class A common shares. Because these Class A shares were held by the Sponsor, they did not have the pre-Business Combination redemption rights of the Public Shares.

~~Preferred stock~~~~—The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of September 30, 2021~~DocGo Inc. and ~~December 31, 2020, there were no shares of preferred stock issued or outstanding.~~Subsidiaries

~~Note 9 – Fair Value Measurements~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

19. Risk and Uncertainties

COVID-19 Risks, Impacts and Uncertainties

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 Outbreak”) and the risks to the international community as the virus spreads globally. In March 2020, the WHO classified the COVID-19 Outbreak as a pandemic, based on the rapid increase in exposure globally.

The ~~following table presents information about~~spread of COVID-19 and the related country-wide shutdowns and restrictions had a mixed impact on the Company’s business. In the ambulance transportation business, which predominantly comprises of non-emergency medical transportation, the Company saw a decline in volumes from historical and expected levels, as elective surgeries and other procedures were postponed. In some of the Company’s larger markets, such as New York and California, there were declines in trip volume. In addition, the Company experienced lost revenues associated with sporting, concerts and other events, as those events were cancelled or had a significantly restricted (or entirely eliminated) the number of permitted attendees. Ambulance transports and event-related revenues have both since recovered to pre-COVID levels or higher.

There are two areas where the Company has experienced positive business impacts from COVID-19. In April and May 2020, the Company participated in an emergency project with Federal Emergency Management Agency (“FEMA”) in the New York City area. This engagement resulted in incremental transportation revenue. In addition, in response to the need for widespread COVID-19 testing and available Emergency Medical Technicians (“EMT”) and Paramedics, the Company formed a new subsidiary, Rapid Reliable Testing, LLC (“RRT”), with the goal to perform COVID-19 tests at nursing homes, municipal sites, businesses, schools and other venues. RRT is part of the Mobile Health segment. Since early 2020, RRT has grown significantly, and its services have expanded beyond COVID-19 testing to a wide variety of tests, vaccinations and other procedures. While COVID-19 testing activity continued to grow throughout 2021 and into early 2022, such activity has slowed considerably over the past several months, as the pandemic has waned, and COVID-19 testing accounted for a relatively small proportion of the Company’s overall revenues during the third quarter of 2022. We anticipate that COVID-19 will continue to account for a shrinking proportion of the Company’s revenues in the fourth quarter of 2022 and beyond.

The Company’s current business plan assumes continued recovery of industry-wide transportation volumes to historical levels and beyond, plus an increased demand for mobile health services, a demand that was accelerated by the pandemic, but which is also being driven by longer-term secular factors, such as the increasing desire on the part of patients to receive treatments outside of traditional settings, such as doctor’s offices and hospitals. However, given the unpredictable, unprecedented, and fluid nature of the pandemic and its economic consequences, we are unable to predict the duration and extent to which the pandemic and its related positive and negative impacts will affect our business, financial ~~assets~~condition, and results of operations in future periods. Likewise, we are unable to predict the emergence of future, unrelated pandemics, which would have some of the same impacts as those experienced with COVID-19.

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

Medicare Accelerated Payments

Medicare accelerated payments of approximately $2,397,024 were received by the Company in April 2020. Effective October 8, 2020, CMS is no longer accepting new applications for accelerated payments. Accordingly, the Company does not expect to receive additional Medicare accelerated payments. Payments under the Medicare Accelerated and Advance Payment program are advances that must be repaid. Effective October 1, 2020, the program was amended such that providers are required to repay accelerated payments beginning one year after the payment was issued. After such one-year period, Medicare payments owed to providers will be recouped according to the repayment terms. The repayment terms specify that for the first 11 months after repayment begins, repayment will occur through an automatic recoupment of 25% of Medicare payments otherwise owed to the provider. At the end of the eleven-month period, recoupment will increase to 50% for six months. At the end of the six months (or 29 months from the receipt of the initial accelerated payment), Medicare will issue a letter for full repayment of any remaining balance, as applicable. In such event, if payment is not received within 30 days, interest will accrue at the annual percentage rate of four percent (4%) from the date the letter was issued and will be assessed for each full 30-day period that the balance remains unpaid. There were no Medicare accelerated payments reflected within accrued liabilities ~~that are measured at fair value on a recurring basis~~in the Condensed Consolidated Balance Sheets as of September 30, ~~2021 and~~2022, compared to $975,415 as of December 31, ~~2020 by level within~~2021. The Company’s estimate of the ~~fair value hierarchy:~~

current liability is a function of historical cash receipts from Medicare and the repayment terms set forth above.

Fair Value Measured as of September 30, 2021
Level 1 Level 2 Level 3 Total
Assets:
Investments held in Trust Account - money market fund holding solely U.S. Treasury Securities $ 115,000,482 $ — $ — $ 115,000,482
Liabilities:
Public Warrant liabilities $ 5,175,000 $ — $ — $ 5,175,000
Private Placement Warrant liabilities — 3,420,000 — 3,420,000
Total Warrant liabilities $ 5,175,000 $ 3,420,000 $ — $ 8,595,000

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 $ 115,020,078 $ — $ — $ 115,020,078
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

20. Subsequent Events

~~The~~On October 12, 2022, the Company ~~utilized~~acquired Community Ambulance Service Ltd, a ~~Monte Carlo simulation~~company located in United Kingdom, in exchange for approximately £4.8 million in cash. Community Ambulance Service Ltd is engaged in providing emergency and non-emergency transport services, including high dependency, urgent care, mental health and blue light transport services and diagnostics testing. We believe this acquisition will allow us to ~~estimate~~increase our presence in that market, while giving us improved access to municipal contracts. We are currently in the ~~fair value~~process of finalizing the accounting for this transaction and will have completed our preliminary allocation of the ~~Public Warrants~~purchase consideration to the asset acquired and ~~Private Placement Warrants at December 31, 2020, and used the quoted price~~liabilities assumed as of ~~the Public Warrants on the Nasdaq Stock Market at September 30, 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. Effective March 31, 2021, the fair value~~fourth quarter 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.~~2022.

Level 1 assets include investments in money market funds that invest solely in U.S. Treasury securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

~~The following table presents the changes in the fair value of warrant liabilities measured using Level 3 inputs during the nine months ended September 30, 2021:~~

Public
Warrants

Private
Placement
Warrants

Total
Warrant
Liabilities

Fair value as of December 31, 2020 $ 5,443,335 $ 3,597,335 $ 9,040,670

Transfers to Levels 1 and 2 (5,443,335 ) (3,597,335 ) (9,040,670 )

Fair value as of September 30, 2021 $ 0 $ 0 $ 0

~~Note 10 – Subsequent Events~~

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were available to be issued, and determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed consolidated financial statements, except as noted below.

On November ~~5, 2021,~~1, 2022, the Company ~~Motion Merger Sub Corp.~~entered into a revolving loan and security agreement with two banks, with one bank as the administrative agent (the “Lenders”), with a maximum revolving advance amount of $90,000,000. The revolving facility includes the ability for the Company to request an increase to the commitment by an additional up to $50,000,000, though no Lender (nor the Lenders collectively) are obligated to increase their respective commitments. Borrowings under the revolving facility bear interest at a per annum rate equal to, (i) at the Company’s option, the (x) the base rate or (y) the adjusted term SOFR rate, plus (ii) the applicable margin. The applicable margins are based on the Company’s consolidated net leverage ratio, adjusted on a quarterly basis. The initial applicable margins are 1.25% for an adjusted term SOFR loan and ~~Ambulnz consummated~~0.25% for a base rate loan and will be updated based on the ~~Business Combination,~~consolidated net leverage ratio reported in the compliance certificate. The revolving facility matures on the five-year anniversary of the closing date, November 1, 2027. The revolving facility is secured by a first-priority lien on substantially all of the Company’s present and future personal assets and intangible assets. The revolving facility is subject to certain financial covenants such as ~~further described~~a net leverage ratio and interest coverage ratio, as defined in ~~Note 1.~~the agreement. The Company has not made any draws under the facility and there is no amount outstanding.

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

~~References~~Unless the context requires otherwise, references to “DocGo,” “we,” “us,” “our” and “the Company” in this section are to the ~~“Company,” “our,” “us” or “we” refer to Motion Acquisition Corp.~~business and operations of DocGo Inc. The following discussion and analysis ~~of the Company’s financial condition and results of operations~~ should be read in conjunction with ~~the unaudited condensed~~ ~~consolidated~~ ~~financial statements~~DocGo’s Unaudited Condensed Consolidated Financial Statements and ~~the~~related notes thereto ~~contained elsewhere~~included in this ~~report. Certain~~Quarterly Report on Form 10-Q. In addition to historical information, ~~contained in the~~this discussion ~~and analysis set forth below includes~~contains forward-looking statements that involve risks, uncertainties, and ~~uncertainties.~~assumptions that could cause DocGo’s actual results to differ materially from management’s expectations. Factors that could cause such differences are discussed herein and under the caption, “Cautionary Note Regarding Forward-Looking Statements.”

Certain figures, such as interest rates and other percentages, included in this section have been rounded for ease of presentation. Percentage figures included in this section have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this section may vary slightly from those obtained by performing the same calculations using the figures in DocGo’s Unaudited Condensed Consolidated Financial Statements or in the associated 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 ~~may include~~includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange ~~Act.~~Act of 1934, as amended (the “Exchange Act”), regarding, among other things, the plans, strategies 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 ~~if any,~~ are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or similar expressions. Forward-looking statements are inherently subject to ~~known and unknown~~ risks, uncertainties and ~~assumptions about us~~assumptions. Additional information regarding the risks and uncertainties and other important factors that ~~may~~could cause ~~our~~ actual results ~~levels of activity, performance or achievements~~ to bediffer materially ~~different~~ from ~~any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify~~those in the forward-looking statements ~~by terminology such~~is set forth under the heading “Risk Factors” in Part I, Item 1A. in DocGo’s Annual Report on Form 10-K for the year ended December 31, 2021, as ~~“may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or~~filed with the ~~negative of such terms or~~Securities and Exchange Commission (the “SEC”) on March 15, 2022 (the “2021 Form 10-K”), and may be updated in this and other ~~similar expressions. Factors that might cause or contribute to such a discrepancy include, but~~subsequent Quarterly Reports on Form 10-Q. Forward-looking statements are not ~~limited~~guarantees of future performance and speak only as of the date hereof. We undertake no obligation to ~~those described~~update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise, except as required by law.

Overview

DocGo incorporated in ~~our~~2015, is a healthcare transportation and mobile services company that uses proprietary dispatch and communication technology to provide quality healthcare transportation and mobile, in-person medical treatment directly to patients in the comfort of their homes, workplaces and other ~~SEC filings.~~non-traditional locations, in major metropolitan cities in the U.S. and the U.K.

The Company derives revenue primarily from its two operating segments: Transportation Services and Mobile Health services.

●

Transportation Services: The services offered by this segment encompass both emergency response and non-emergency ambulance transport services. Net revenue from Transportation Services is derived from the transportation of patients based on billings to third-party payors and healthcare facilities.

●

Mobile Health Services: The services offered by this segment include services performed at home and offices, COVID-19 testing, and event services which include on-site healthcare support at sporting events and concerts.

See Note 10, “Business Segment Information” to the Unaudited Condensed Consolidated Financial Statements for additional information regarding DocGo’s segments.

For the three months ended September 30, 2022, the Company recorded net income of $2.5 million, compared to net income of $0.8 million in the three months ended September 30, 2021.

For the nine months ended September 30, 2022, the Company recorded net income of $23.6 million, compared to a net loss of $1.1 million in the nine months ended September 30, 2021.

~~Overview~~

COVID-19

The spread of COVID-19 and the related shutdowns and restrictions had a mixed impact on our business. In the ambulance transportation business, which comprises primarily of non-emergency medical transport, the Company initially saw a decline in volumes from historical and expected levels, as elective surgeries and other non-emergency surgical procedures were postponed. In addition, the Company experienced lost revenue associated with sporting, concerts and other events, as those events were cancelled or had a significantly restricted (or entirely eliminated) number of permitted attendees. Ambulance transports and event-related revenues have both since recovered to pre-COVID levels or higher.

There are two areas where the Company experienced positive business impacts from COVID-19. In April and May 2020, the Company participated in an emergency project with Federal Emergency Management Agency in the New York City area. This engagement resulted in incremental transportation revenue that partially offset some of the lost non-emergency transport revenues. In addition, in response to the need for widespread COVID-19 testing and available EMTs and paramedics, the Company expanded its operations to include Rapid Reliable Testing (“RRT”), with the goal of performing COVID-19 tests at nursing homes, municipal sites, businesses, schools and other venues. RRT is part of the Mobile Health business segment. Mobile Health generated approximately $76.6 and $254.1 million in revenue in the three and nine months ended September 30, 2022, respectively, as compared to $67.9 and $131.7 million in the three and nine months ended September 30, 2021, respectively.

During 2020 and the early part of 2021, the Company continued to operate with several back-office employees working remotely. To date, the Company has not witnessed any degradation in productivity from these employees, the large majority of whom have now returned to their respective offices, and our operations have proceeded without major interruption. By early 2021, nearly all remote employees had returned to work in their respective offices and other locations. DocGo also utilized several government programs in 2020 related to the pandemic, receiving approximately $1.0 million in payments through the Public Health and Social Services Emergency Fund authorized under the Coronavirus Aid, Relief and Economic Security Act and related legislation as well as various state and local programs, net of amounts that will be repaid. DocGo also received accelerated Medicare payments of approximately $2.4 million that were repaid in 2022.

While it is very difficult to accurately predict the future direction of the effects of COVID-19 or other pandemics, and the related impact on medical transportation levels, the revenue from the Transportation Services segment during 2021 exceeded that of 2020 by approximately 33%. Since the beginning of 2021, trip volumes in most of our markets have returned to more normal historical levels, and this trend has continued throughout 2022. The Company generated, during 2021, COVID-19 testing revenue, included in its Mobile Health services segment, above the levels projected, and this persisted through the second quarter of 2022. However, as expected, COVID-19 testing revenues declined in the third quarter of 2022 and are expected to remain at these lower levels for the foreseeable future. Given the nature of the Company’s contracts with most of its customers, which include multiple procedures for which the Company is paid per hours worked, per vehicles and related equipment utilized and on a per-procedure basis (such procedures including both testing and several other procedures), it is difficult to determine the revenues that are directly attributable to COVID-19 testing. However, the Company estimates that COVID-19 testing revenue will continue to account for a declining proportion of Mobile Health segment and overall consolidated revenues over the remainder of 2022 and into 2023. In a broader, strategic sense, the consumer focus on Mobile Health services and the formation of RRT, and its emergence as a significant contributor to overall revenues, have accelerated the diversification in the Company’s business by more rapid expansion of the Mobile Health segment, which has now become our larger operating segment, both in terms of revenues and personnel.

The Company’s current business plan assumes continued recovery of industry-wide transportation volumes to historical levels and beyond, plus an increased demand for mobile health services, a demand that was accelerated by the pandemic, but which is also being driven by longer-term secular factors, such as the increasing desire on the part of patients to receive treatments outside of traditional settings, such as doctor’s offices and hospitals. However, given the unpredictable, unprecedented, and fluid nature of the pandemic and its economic consequences, we are unable to predict the duration and extent to which the pandemic and its related positive and negative impacts will affect our business, financial condition, and results of operations in future periods.

Factors Affecting Our Results of Operations

Our operating results and financial performance are influenced by a variety of factors, including, among others, obtaining operating licenses, acquisitions, conditions in the healthcare transportation and mobile health services markets and economic conditions, availability of healthcare professionals, changes in the cost of labor, and production schedules of our suppliers. Some of the more important factors are briefly discussed below. Future revenue growth and improvement in operating results will be largely contingent on DocGo’s ability to penetrate new markets and further penetrate existing markets, which is subject to a number of uncertainties, many of which are beyond DocGo’s control. The COVID-19 pandemic has also significantly impacted DocGo’s business, as discussed above. While the direct impact of the pandemic itself is waning, other impacts, such as supply chain disruptions and the cost and availability of labor are expected to persist.

Operating Licenses

DocGo has historically pursued a strategy of applying for ambulance operating licenses in the states, counties and cities, identified for future new market entry. The approval of a new operating license may take an extended period of time. DocGo reduces this risk through its acquisition strategy by identifying businesses and/or underlying licenses in these new markets that may be for sale.

Acquisitions

Historically, DocGo has pursued an acquisition strategy to obtain ambulance operating licenses from small operators. 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, 2022, DocGo completed three acquisitions, for an aggregate payment of $34.1 million, excluding $1.3 million held in escrow.

~~We are~~During the 12 months ended December 31, 2021, DocGo completed one acquisition, for a ~~blank check company incorporated as a Delaware corporation on August 11, 2020 for the purpose~~purchase price of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On October 19, 2020, we consummated our initial public offering (“Initial Public Offering”) of units (the “Units” and, with respect to the Class A common stock included in the Units, the “Public Shares” and with respect to the warrants included in the Units, the “Public Warrants”) and simultaneous private placement (“Private Placement”) of warrants (“Private Placement Warrants”), which is summarized in Note 3 to the accompanying unaudited condensed consolidated financial statements. 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.$2.3 million.

~~As more fully described~~On July 6, 2022, the Company acquired Government Medical Services, LLC (“GMS”) in ~~Note 1~~exchange for $20.3 million in cash. GMS is in the business of providing licensed healthcare clinicians. We believe this acquisition will allow us to increase our presence in that market, while giving us improved access to governmental and municipal contracts. We have completed our preliminary allocation of the purchase consideration to the accompanying unaudited condensed consolidated financial statements, 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 withasset acquired and ~~into a newly incorporated subsidiary~~liabilities assumed as of the ~~Company (the “Merger”), with DocGo being the surviving entity~~end of the ~~Merger and becoming a wholly-owned subsidiary~~third quarter of the Company. Concurrently with the execution of the Merger Agreement, we entered into a series of subscription agreements with accredited investors providing for the purchase by such investors of an aggregate of 12,500,000 shares of Class A common stock at a price per share of $10.00, for gross proceeds of $125 million (collectively, the “PIPE”). The closing of the PIPE was conditioned upon the consummation of the Merger. The Merger and the PIPE were consummated on November 5, 2021 following the receipt of required approval by the stockholders of the Company and DocGo, required regulatory approvals, and the fulfillment of other conditions.2022.

~~Our amended~~On July 13, 2022, the Company acquired Exceptional Medical Transportation, LLC (“Exceptional”) in exchange for $6.4 million in cash paid at closing, plus $1.3 million held in escrow. Exceptional is in the business of providing medical transportation services in New Jersey. We believe this acquisition will allow us to increase our presence in that market. We have completed our preliminary allocation of the purchase consideration to the assets acquired and ~~restated certificate~~liabilities assumed as of ~~incorporation provides~~the end of the third quarter of 2022.

On August 9, 2022, the Company acquired Ryan Brothers Ambulance Inc. (“Ryan Brothers”), in exchange for $7.4 million of cash (and a total of $4 million in future contingent consideration). Ryan Brothers is in the business of providing medical transportation services in Wisconsin. We believe this acquisition will allow us to increase our presence in that market. We have completed our preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed as of the end of the third quarter of 2022.

Healthcare Services Market

The transportation services market is highly dependent on patients requiring transportation after surgeries and other medical procedures and treatments. During the pandemic, DocGo experienced a decrease in transportation volumes as a result of fewer elective surgeries. However, the Company was able to reallocate assets to locations where demand increased as a result of the pandemic.

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 and mobile health services, interest rates, ambulance manufacturing, a weakening of the national economy or of any regional or local economy in which we ~~had until October 19, 2022 (24 months from~~operate and other factors beyond our control could adversely affect our business.

Trip Volumes and Average Trip Price

A “trip” is defined as an instance where the ~~closing~~Company completes the transportation of ~~our Initial Public Offering)~~a patient to ~~complete our initial business combination. If~~a specific destination, for which we ~~had been unable~~are able to ~~complete our initial business combination within such period~~charge a fee. This metric does not include instances where a trip is ordered and ~~stockholders did not otherwise approve an amendment to our charter to extend such date, we would have been required to: (i) cease all operations except~~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, it is the best measure of the level of demand for the ~~purpose~~Company’s Transportation Services and is used by management to monitor and manage the scale of ~~winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem~~ the ~~Public Shares, at a per-share~~business.

The average trip price ~~payable in cash, equal to~~is calculated by dividing the aggregate ~~amount then on deposit~~revenue from completed transports (“trips”) by the total number of transports and is an important indicator of the effective rate at which the Company is being compensated for its provision of Transportation Services.

Revenues generated from programs under which DocGo is paid a fixed hourly or daily rate for the use of a fully staffed and equipped ambulance do not factor in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption would have completely extinguished public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any). There are no redemption rightstrip counts or ~~liquidating distributions with respect to our warrants, which would have expired worthless if we had failed to complete our initial business combination within the 24-month time period.~~average trip prices mentioned above.

~~Liquidity and Capital Resources~~

~~As of September 30, 2021, we had approximately $60,000 of cash in our operating bank account and approximately $47,000 of negative working capital.~~

~~Until the time of our Initial Public Offering on October 19, 2020, our liquidity needs were satisfied through a payment of $25,000 from our Chief Executive Officer~~Our Ability to fund certain offering costs in exchange for the issuance of shares of Class B common stock, par value $0.0001 per share (the “Founder Shares”) to Motion Acquisition LLC, a Delaware limited liability company (the “Sponsor”), and advances to us from our Sponsor of approximately $71,000 under a related party note payable to pay for other offering costs in connection with the Initial Public Offering. Subsequent to October 19, 2020 through September 30, 2021, our liquidity needs were 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 could have provided us with loans (“Working Capital Loans”), although they were not required to do so. At September 30, 2021 and as of the closing of the Business Combination, there were no Working Capital Loans outstanding.Control Expenses

We ~~used substantially all~~pay close attention to the management of our working capital and 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 ~~funds held~~Company’s insurance policy deductibles. We employ our proprietary technology to drive improvements in productivity per transport. We regularly analyze our workforce productivity to achieve the ~~Trust Account to complete the Business Combination. Funds held in the Trust Account were also used to fund the redemption of Class A common stock.~~optimum, cost-efficient labor mix for our locations.

~~We had sufficient cash on hand~~Inflation

Beginning in April 2021, the inflation rate in the US, as measured by the Consumer Price Index (CPI) has steadily increased. In 2019, the inflation rate was approximately 1.8%, while it dropped to ~~fund operations~~approximately 1.2% in 2020. This data is reported monthly, showing year-over-year changes in prices across a basket of goods and services. For 2021, inflation increased from the 1.4%-2.6% range in the first quarter, to 4.2% in April, and was in the 5.0%-6.0% range through the ~~date~~end of the ~~Business Combination on November 5, 2021. Subsequent~~third quarter of 2021, before increasing to the ~~Business Combination management believes~~6.0%-7.0% range in the fourth quarter. For the full year, the inflation rate was 4.7% in 2021, the highest annual rate since the 5.4% rate recorded in 1990. The inflation rate continued to increase throughout the first nine months of 2022, reaching approximately 9.1% in June 2022 and amounting to 8.2% in September 2022. The increased inflation rate has had an impact on the Company’s expenses in several areas, including wages, fuel and medical and other supplies. This has had the impact of compressing gross profit margins, as the Company is generally unable to pass these higher costs on to its customers, particularly in the short term. In an attempt to dampen inflation, the U.S. Federal Reserve has already implemented six interest rate increases in 2022, raising its benchmark rate (the “federal funds rate”) from near 0.00% at the beginning of the year to the current level of 3.75%-4.00%. The federal funds rate was raised in March, May, June, July, September and November, with the last four rate increases at 0.75% each. Looking to the fourth quarter of 2022 and into 2023, we anticipate a moderation of the inflation rate when compared to the first half of the year, as a result of these recent rate increases but expect that weinflation will remain well above the levels seen in the previous 10 years, when the annual inflation rate ranged from 0.1% to 2.4%, and above the Federal Reserve’s “target” inflation rate of 2.0%. If inflation is above the levels that the Company anticipates, gross margins could be ~~able to fund current~~below plan and ~~foreseeable liquidity needs with cash on hand~~our business, operating results and cash ~~generated~~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, including our ability to attract and retain highly skilled research and development personnel. We intend to continually develop and introduce innovative new software services, integrate 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 will likely be adversely affected.

Regulatory Environment

DocGo 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 two reportable segments — Transportation Services and Mobile Health services. The Company evaluates the performance of both segments based primarily on results of its operations. Accordingly, other income and expenses not included in results from operations are only included in the discussion of consolidated results of operations.

~~Revision to Previously Reported Financial Statements~~

Revenue

~~As discussed~~The Company’s revenue consists of services provided by its ambulance Transportation Services segment and its Mobile Health 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, and fuel related to Transportation Services, and laboratory fees, facility rent, medical supplies and subcontractors. We expect cost of revenue to continue to rise in ~~Note 2~~proportion to the ~~accompanying unaudited condensed consolidated financial statements,~~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 and legal services. We expect our general and administrative expense to increase as we continue to scale up headcount with the growth of our business, and as a result of operating as a public company, including compliance with SEC rules and regulations, audit, additional insurance expenses (such as Directors and Officers insurance), investor relations activities, and other administrative and professional services.

Depreciation and Amortization

DocGo 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 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 cost incurred in the design and development of DocGo’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 may choose to make more significant investments, particularly when entering new business lines or customer sales channels.

Sales, Advertising and Marketing Expenses

Our sales 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 that our sales and marketing expenses will continue to increase over time as we increase our marketing activities, grow our domestic and international operations, and continue to build brand awareness. As the Company ~~revised~~expands its ~~previously filed financial statements~~sales efforts to ~~classify all~~include the direct-to-consumer channel, marketing expenses are likely to increase as a percentage of ~~its Class A common stock~~revenues, given the marketing-intensive nature of that ~~is subject to possible redemption as temporary equity~~sales channel.

Interest Expense

Interest expense consists primarily of interest on our outstanding borrowings under our outstanding notes payable, lines of credit and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering, in accordance with ASC 480. The impact of the revision to the audited consolidated balance sheet as of December 31, 2020 and the unaudited consolidated balance sheets at March 31, 2021 and June 30, 2021 were reclassifications of $17.2 million, $15.2 million and $18.2 million, respectively, from total stockholders’ equity (deficit) to Class A common stock subject to possible redemption in temporary equity. There was no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss).financing obligations.

Results of Operations

~~Our entire activity since inception on August 11, 2020 through~~Comparison of the three months ended September 30, ~~2021 was in preparation for our formation, our Initial Public Offering,~~2022 and since consummating our Initial Public Offering, the search for business combination candidates and negotiating the terms of a merger with our selected target company. We did not generate any revenues prior to the consummation of the Business Combination.2021

	Three Months Ended September 30,						Change			Change
$ in Millions	2022			2021			$			%

Revenue, net	$	104.3		$	85.8		$	18.5			22	%

Cost of revenues		71.3			60.0			11.3			19	%
Operating expenses:
General and administrative		22.1			19.6			2.5			13	%
Depreciation and amortization		3.0			2.0			1.0			50	%
Legal and regulatory		2.2			0.8			1.4			175	%
Technology and development		1.4			0.9			0.5			56	%
Sales, advertising and marketing		0.1			1.0			(0.9	)		(90	)%
Total expenses		100.1			84.3			15.8			19	%
Income (loss) from operations		4.2			1.5			2.5			173	%

Other income (expenses):
Interest income (expense), net		0.3			(0.3	)		0.6
Gain on remeasurement of warrant liabilities		(1.8	)		-			(1.8	)
Gain (loss) on initial equity method investments		0.1			-			0.1
Gain (loss) from Lease Accounting		-			-			-
Loss on disposal of fixed assets		0.1			-			0.1
Other income (loss)		0.0			0.2			-
Total other income (expense)		(1.3	)		(0.1	)		(1.1	)

Net income (loss) before income tax benefit (expense)		2.9			1.4
Income tax expense		(0.4	)		(0.6	)		0.2
Net income (loss)		2.5			0.8
Net loss attributable to noncontrolling interests		(0.7	)		(2.7	)		2.0
Net income (loss) attributable to stockholders of DocGo Inc. and Subsidiaries	$	3.2		$	3.5

Consolidated

For the three months ended September 30, ~~2021, we had net income~~2022, total revenues were $104.3 million, an increase of ~~approximately $0.5~~$18.5 million, ~~which included non-operating income of approximately $0.9 million arising~~or 22%, from the ~~change~~total revenues recorded in ~~fair value of warrant liabilities and general and administrative expenses totaling approximately $0.3 million.~~the three months ended September 30, 2021.

Transportation Services

For the ~~nine~~three months ended September 30, 2022, Transportation Services revenue totaled $27.7 million and increased by $9.8 million, or 55%, as compared with the three months ended September 30, 2021. The increase in transportation services revenue reflected higher trip volumes and average trip prices. Volumes increased by approximately 29%, from 45,532 trips for the three months ended September 30, 2021, weto 58,751 trips for the three months ended September 30, 2022. The increase in trip volumes is due to a combination of growth in the customer base in certain core markets, entry into new markets in 2022 and acquisitions made during the third quarter of 2022. Our average trip price increased from $303 in the three months ended September 30, 2021, to $374 in the three months ended September 30, 2022. The increase in the average trip price in 2022 reflected a shift in mix toward higher-priced transports with existing customers, as well as the acquisition of licenses to provide higher acuity transports resulting in higher prices per trip. The average trip price also benefited from a 5.1% increase in the average Medicare reimbursement rate for ambulance transports. In October 2022, the Centers for Medicare and Medicaid Services (CMS) announced that the Medicare ambulance fee schedule would be increasing by a further 8.7%, effective January 1, 2023.

Mobile Health

For the three months ended September 30, 2022, Mobile Health revenue totaled $76.6 million, an increase of $8.7 million, or 13%, as compared with the three months ended September 30, 2021. This increase was mainly due to the expansion of the services offered by this segment. This expansion accelerated through 2021 and into 2022 as the Company increased its customer base, primarily in the municipal and cruise line customer segments, and its geographic reach, while extending several large customer contracts and introducing a broader range of services. Compared to the prior year period, the third quarter of 2022 featured significantly less COVID-19 testing revenue, which was outweighed by the substantial increase in other Mobile Health services.

Cost of Revenue

For the three months ended September 30, 2022, total cost of revenue (exclusive of depreciation and amortization) increased by 19%, as compared to the three months ended September 30, 2021, while revenue increased by approximately 22%. Cost of revenue as a percentage of revenue decreased to 68.3% in the third quarter of 2022 from 69.9% in the third quarter of 2021.

In absolute dollar terms, total cost of revenue in the three months ended September 30, 2022 increased by $11.3 million, compared to the same period in 2021. This was primarily attributable to a $22.7 million increase in total compensation, due to higher headcount for both the Transportation Services and Mobile Health segments and higher average hourly wages; a $2.8 million increase in vehicle costs, driven by a continued increase in the Company’s vehicle fleet and higher fuel and maintenance costs, as well as costs incurred to rent vehicles to provide Mobile Health services; a $0.5 million increase in facilities and related costs; and approximately $0.4 million in increases across a variety of other cost of revenue categories relating to the Company’s increased scale and geographic presence. These items were partially offset by a $9.1 million decrease in lab fees related to COVID-19 testing activity, reflecting lower reduced testing activity, lower per-test lab fees and a shift toward rapid tests; a $5.3 million decrease in subcontracted labor, driven mostly by the Mobile Health segment, where the Company continues to transition away from external labor sources towards its own hired personnel; a $0.4 million decline in medical supplies, reflecting a decline in COVID-19 testing activity and improved sourcing of various supplies and a $0.3 million decline in travel costs, as there were fewer field personnel and other clinicians who traveled out of their home regions to provide Mobile Health services.

For the Transportation Services segment, cost of revenues (exclusive of depreciation and amortization) in the three months ended September 30, 2022 amounted to $21.3 million, up $4.6 million, or 28%, from the three months ended September 30, 2021. Cost of revenues as a percentage of revenues decreased to 76.8% from 92.9% in prior year quarter, due to increased volumes and higher average trip prices, as described above, combined with lower average hourly wages, as recent market wage pressures began to subside, and as the Company more effectively managed its staff to reduce overtime hours for field employees. These factors outweighed the effects of increased fuel costs. Gasoline prices moderated somewhat during the third quarter, as compared to the levels witnessed in the second quarter of 2022, but remained well above the levels of the second quarter of 2021. We anticipate that fuel prices will remain at elevated levels for the remainder of 2022.

For the Mobile Health segment, cost of revenues (exclusive of depreciation and amortization) in the three months ended September 30, 2022 amounted to $50.0 million up 15% from $43.4 million in the three months ended September 30, 2021. Cost of revenues as a percentage of revenues increased to 65.2% from 63.9%, despite the increase in revenues and the continued shift away from higher-cost subcontracted labor toward Company personnel during 2022, reflecting higher compensation costs associated with some of the Company’s newer projects.

Operating Expenses

For the three months ended September 30, 2022, the Company recorded $28.8 million of operating expenses compared to $24.4 million for the three months ended September 30, 2021, an increase of 18%. As a percentage of revenue, operating expenses declined from 28.3% in the third quarter of 2021 to 27.7% in the third quarter of 2022, due primarily to the increase in overall revenues described above, coupled with the semi-fixed nature of the cost of corporate infrastructure. The increase of $4.4 million related primarily to a $2.0 million increase in legal, accounting and other professional fees related to increased revenue and related contract generation and SEC filing-related costs; a $1.2 million increase in insurance costs reflecting the growth and expansion of the Company, as well as the inclusion of directors and officers (D&O) insurance; a $1.1 million increase in depreciation and amortization due to an increase in assets to support revenue growth and capitalized software amortization, including from recently acquired companies; a $0.3 million increase in office-related expenses, due to the Company’s ongoing growth and geographic expansion; a $0.6 million increase in IT infrastructure, driven by the Company’s business and headcount expansion. These items were partially offset by a $0.8 million decline in total compensation, which includes salaries, benefits, bonuses and commissions for both direct and subcontracted labor, reflecting savings from the outsourcing of certain administrative functions. The Company anticipates that operating expenses will continue to increase in line with the Company’s revenue growth remain in the range of 25%-30% of revenue in the coming quarters.

For the Transportation Services segment, operating expenses in the three months ended September 30, 2022 were $10.6 million, down $2.2 million, or 17%, from the three months ended September 30, 2021. Operating expenses as a percentage of revenues decreased to 38.6% from 71.3% for the three months ended September 30, 2021, reflecting the increase in revenues and overhead cost-cutting activities undertaken during the earlier part of 2022, as well as lower insurance costs, due to the establishment earlier this year of the Company’s captive insurance program.

For the Mobile Health segment, operating expenses in the three months ended September 30, 2022 were $18.2 million, up 56% from operating expenses of $12.8 million in the three months ended September 30, 2021. Operating expenses as a percentage of revenues increased to 23.8% from 17.2% in the third quarter of 2021, despite the increase in Mobile Health revenues, reflecting significant expenditures that were made in the 2022 period in the expansion of services and geographic areas of operation, as well as the continued buildout of the Mobile Health management infrastructure and the costs of developing the Company’s “on-demand” direct-to-consumer offering.

Interest Income/(Expense), Net

For the three months ended September 30, 2022, the Company recorded $0.3 million of net interest income compared to $0.3 million of net interest expense in the three months ended September 30, 2021. This was due to a significantly higher amount of interest earned in the third quarter of 2022, resulting from an increase in the Company’s cash balances in interest-bearing accounts, coupled with higher rates of interest earned on balances in these accounts.

Gain from PPP Loan Forgiveness

During the three months ended September 30, 2021, the Company recorded a gain of $142,667 due to the forgiveness of a loan that one of its subsidiaries had obtained via the government’s Paycheck Protection Program (PPP) in 2020. No gain from loan forgiveness was recorded during the three months ended September 30, 2022.

Gain/(loss) on Remeasurement of Warrant Liabilities

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 are marked-to-market in each reporting period, and this loss reflected the increase in DocGo’s stock price relative to the beginning of the period. There were no warrant liabilities in the same period in 2021. On August 15, 2022, the Company announced the redemption of all of its outstanding warrants under the Warrant Agreement, dated as of October 14, 2020, by and between Motion Acquisition Corp. (“Motion”) and Continental Stock Transfer & Trust Company, as warrant agent, as part of the units sold in Motion’s initial public offering, on the redemption date of September 16, 2022 (the “Redemption Date”). Warrants surrendered for exercise on a cashless basis resulted in the issuance of 1,406,371 shares. A total of 68,514 warrants were not surrendered on the Redemption Date and were redeemed for $0.10 per warrant.

Gain/(Loss) on Equity Method Investment

During the three months ended September 30, 2022, the Company recorded a gain of $93,371, representing its share of the losses incurred by an entity in which the Company has a minority interest, which is accounted for under the equity method. This investment was made in the fourth quarter of 2021, and as such, no gain or loss was recorded in relation to an equity method investment in the same period in 2021.

Income Tax (Expense)/Benefit

During the three months ended September 30, 2022, the Company recorded income tax expense of $0.4 million, compared to an income tax expense of $0.6 million in the three months ended September 30, 2021.

Noncontrolling Interest

For the three months ended September 30, 2022, the Company had a net loss attributable to noncontrolling interest of approximately ~~$0.5~~$0.7 million, which included non-operating income of approximately $0.4 million arising from the change in fair value of warrant liabilities and general and administrative expenses totaling approximately $1.0 million.

~~Contractual Obligations~~

~~Registration Rights~~

~~The Sponsor is entitled to registration rights pursuant~~compared to a ~~registration rights agreement.~~net loss attributable to noncontrolling interest of $2.7 million for the three months ended September 30, 2021. The ~~Sponsor will be entitled to make up to three demands, excluding short form registration demands,~~loss reflected ongoing investments in new markets that ~~we register the Founder Shares~~were entered into during 2021 and ~~Private Placement Warrants. In addition, the Sponsor has “piggy-back” registration rights to include its securities in~~2022, partially offset by income generated by other ~~registration statements filed by us. We will bear the expenses incurred in connection with the filing of any such registration statements.~~markets.

~~Commitments and Other Obligations~~

AsComparison of September 30, 2021, we did not have any lease obligations or purchase commitments, and we had no long-term liabilities other than the warrant liabilities of $8.6 million and the deferred underwriting commission of $4.0 million that was payable from the Trust Account upon consummating our initial business combination. In addition, upon consummation of the Merger described herein, we were obligated to pay an M&A advisory fee to Barclays Capital Inc. from the Trust Account in the amount of approximately $3.0 million.

~~Critical Accounting Policies~~

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The Company has identified the following as its critical accounting policies:

~~Derivative Warrant Liabilities~~

We account for the warrants issued in connection with our Initial Public Offering and Private Placement in accordance with the guidance contained in ASC 815-40, under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised and any change in fair value is recognized in our statement of operations. The fair value of the warrants was determined using Monte Carlo simulations at the Initial Public Offering date and at December 31, 2020, and subsequently by reference to the quoted price of the Public Warrants on the Nasdaq Stock Market.

~~Class A Common Stock Subject to .Possible Redemption.~~

We account for our Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. In all other circumstances, our shares of Class A common stock are classified within stockholders’ equity. Prior to the consummation of the Business Combination, our Public Shares featured certain redemption rights that were considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, at both September 30, 2021 and December 31, 2020, 11,500,000 shares of Class A common stock subject to possible redemption were classified as temporary equity in the accompanying condensed consolidated balance sheets, outside of the stockholders’ equity section.

Immediately upon the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount value. The change in the carrying value of shares of the redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.

~~Net Income (Loss) Per Common Share~~

We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.

We did not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 6,366,666 shares of common stock in the calculation of diluted income (loss) per share because their exercise is contingent upon future events and since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net loss per share is the same as basic net loss per share for the three months ended September 30, 2021, and 2020, and for the nine months ended September 30, ~~2021,~~2022 and the period from August 11, 2020 (inception) through September 30, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.2021

	Nine Months Ended September 30,						Change			Change
$ in Millions	2022			2021			$			%

Revenue, net	$	331.7		$	197.4		$	134.3			68	%

Cost of revenues		219.4			137.1			82.3			60	%
Operating expenses:
General and administrative		70.7			47.2			23.5			50	%
Depreciation and amortization		7.3			5.5			1.8			33	%
Legal and regulatory		6.6			2.6			4.0			154	%
Technology and development		3.7			2.0			1.7			85	%
Sales, advertising and marketing		2.3			3.0			(0.7	)		-23	%
Total expenses		310.0			197.5			112.6			57	%
Income (loss) from operations		21.8			(0.1)			21.9

Other income (expenses):
Interest income (expense), net		0.3			(0.5	)	��	0.8
Gain on remeasurement of warrant liabilities		1.1			-			1.1
Gain (loss) on initial equity method investments		0.1			-			0.1
Gain on remeasurement of finance leases		1.4			-			1.4
Gain/(loss) on disposal of fixed assets		0.1			-			-
Other income (loss)		0.0			0.2			-
Total other income (expense)		3.0			(0.4	)		3.4

Net income (loss) before income tax benefit (expense)		24.8			(0.5	)
Income tax expense		(1.2	)		(0.6	)		(0.3	)
Net income (loss)		23.6			(1.1	)
Net loss attributable to noncontrolling interests		(2.9	)		(1.3	)		(1.6	)
Net income (loss) attributable to stockholders of DocGo Inc. and Subsidiaries	$	26.5		$	0.2			26.6

~~Off-Balance Sheet Arrangements~~Consolidated

~~As of~~For the nine months ended September 30, ~~2021, we did not have any off-balance sheet arrangements as defined~~2022, total revenues were $331.7 million, an increase of $134.3 million, or 68%, from the total revenues recorded in ~~Item 303(a)(4)(ii) of Regulation S-K.~~

~~JOBS Act~~

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements 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, the unaudited condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.nine months ended September 30, 2021.

~~Additionally, we are~~Transportation Services

For the nine months ended September 30, 2022, Transportation Services revenue totaled $77.6 million, an increase of $12.0 million, or 18%, as compared with the nine months ended September 30, 2021. This increase was due to a rise in both transportation trip volumes and the average price per trip. Volumes increased by approximately 13%, from 137,136 trips for the nine months ended September 30, 2021, to 154,534 trips for the nine months ended September 30, 2022. The increase in trip volumes is due to a combination of growth in the ~~process~~customer base in certain core markets and entry into new markets in 2022, as well as acquisitions made during the third quarter of ~~evaluating~~2022. Average trip price increased from $297 in the ~~benefits~~nine months ended September 30, 2021, to $362 the nine months ended September 30, 2022. The increase in the average trip price in the 2022 period was due to a shift in mix toward higher-priced transports with existing customers, as well as the acquisition of ~~relying~~licenses to provide higher acuity transports, resulting in higher prices per trip. The average trip price also benefited from a 5.1% increase in the average Medicare reimbursement rate for ambulance transports.

Mobile Health

For the nine months ended September 30, 2022, Mobile Health revenue totaled $254.1 million, an increase of $122.3 million, or 93%, as compared with the nine months ended September 30, 2021. This significant increase was mainly due to the expansion of the services offered by this segment, particularly with respect to COVID-19 related testing and vaccination and other healthcare services revenues included in the Mobile Health segment. This expansion accelerated through 2021 and into 2022 as the Company increased its customer base and geographic reach, while extending several large customer contracts and introducing a broader range of services. However, during the third quarter of 2022, COVID-19 testing revenue declined significantly, as expected, but these declines were outweighed by an expansion of the Company’s Mobile Health customer base and broadening of the range of services provided.

Cost of Revenue

For the nine months ended September 30, 2022, total cost of revenue (exclusive of depreciation and amortization) increased by 60% as compared to the nine months ended September 30, 2021, while revenue increased by approximately 68%. Cost of revenue as a percentage of revenue decreased to 66.1% in the first nine months of 2022 from 69.4% in the first nine months of 2021.

In absolute dollar terms, total cost of revenue in the nine months ended September 30, 2022 increased by $82.3 million from the prior year period. This was primarily attributable to a $52.5 million increase in total compensation, reflecting higher headcount for both the Transportation Services and Mobile Health segments, coupled with higher average hourly wages; a $26.3 million increase in subcontracted labor, driven mostly by the Mobile Health segment, where revenue increases outpaced the Company’s ability to service such revenue solely with internal resources, temporarily causing the Company to rely increasingly on subcontracted labor, particularly in the first six months of 2022; an $8.0 million increase in medical supplies, due to the purchase of COVID-19 test kits and the need for increased PPE and related supplies, and the increased cost thereof as a result of increased demand during the pandemic; a $9.9 million increase in vehicle costs, driven by a continued increase in the Company’s vehicle fleet and higher fuel and maintenance costs; a $1.1 million increase in facilities and related expenses, due to the Company’s geographic expansion; a $2.1 million increase in travel expenses, relating to field personnel and other clinicians who traveled out of their home regions to provide Mobile Health services; and an increase of $0.9 million distributed among a variety of other cost of revenue items. These items were partially offset by an $18.5 million decrease in lab fees related to COVID-19 testing activity, reflecting lower per-test lab fees, and a shift toward rapid tests.

For the Transportation Services segment, cost of revenues (exclusive of depreciation and amortization) in the nine months ended September 30, 2022 amounted to $ 60.4 million, up $11.8 million, or 24.4%, from the nine months ended September 30, 2021. Cost of revenues as a percentage of revenues increased to 77.8% in the first nine months of 2022 from 74.1% in the prior year period, due to the decline in higher-margin, project-based standby revenue, combined with the impact of higher hourly wages in certain markets and increased overtime for field employees during the first half of 2022 and increased fuel costs, as described above.

For the Mobile Health segment, cost of revenues (exclusive of depreciation and amortization) in the nine months ended September 30, 2022 amounted to $159.0 million, up 79.7%, from $ 88.5 million in the nine months ended September 30, 2021. Cost of revenues as a percentage of revenues decreased to 62.6% from 67.1%, due to the increase in revenues, lower average per-test lab fees and the increased number of higher-margin, hourly-based programs in the first half of 2022, which outweighed the increased use of higher cost subcontracted labor and significant increases in medical and general supply costs, as described above. During the third quarter of 2022, subcontracted labor costs declined, reflecting the ongoing transition of the company’s human resources base to Company-employed staff, reducing the reliance on higher-cost subcontracted labor.

Operating Expenses

For the nine months ended September 30, 2022, the Company recorded $90.5 million of operating expenses compared to $60.5 million for the nine months ended September 30, 2021, an increase of 49.5%. As a percentage of revenue, operating expenses decreased from 30.6% in the first nine months of 2021 to 27.3% in the first nine months 2022, due primarily to the significant increase in overall revenues described above, coupled with the semi-fixed nature of the cost of corporate infrastructure. The increase of $30.0 million related primarily to a $16.7 million increase in total compensation, which includes costs for both direct and subcontracted staff, due to investments in and expansion of corporate infrastructure to support the revenue growth; a $0.8 million increase in travel and entertainment expenses, reflecting both the growth of the overall employee base, as well as increased business development related activities for both the Transportation Services and Mobile Health segments; a $1.9 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 $5.8 million increase in legal, accounting and other professional fees related to increased revenue and related contract generation and SEC filing-related costs; a $0.9 million increase in office-related expenses, owing to the Company’s ongoing growth and geographic expansion; a $1.5 million increase in IT infrastructure, driven by the Company’s business and headcount expansion; a $0.4 million increase in marketing expenses, primarily owing to the ongoing expansion of Mobile Health services; a $0.6 million increase in bad debt expense, in line with the increase in overall revenues during the period; and approximately $1.4 million in other increases spread across a variety of other operating expense lines.

For the Transportation Services segment, operating expenses in the nine months ended September 30, 2022 were $50.2 million, up $16.9 million, or 50.8%, from the nine months ended September 30, 2021. Operating expenses as a percentage of revenues increased to 64.6% from 50.8% for the nine months ended September 30, 2021, despite the increase in Transportation Services revenues, due to a significant increase in corporate infrastructure, the bulk of which is allocated to the Transportation Services segment. The increased operating expenses, in dollar terms, in the nine months ended September 30, 2022 primarily reflected higher costs for payroll, travel and entertainment, professional fees and depreciation, as described above.

For the Mobile Health segment, operating expenses in the nine months ended September 30, 2022 were $40.3 million, up 48.2%, from operating expenses of $27.2 million in the nine months ended September 30, 2021. Operating expenses as a percentage of revenues decreased to 15.9% from 20.6% in the first nine months of 2021, despite significant expenditures made in the expansion of services and geographic areas of operation, as well as the buildout of the Mobile Health management infrastructure throughout 2021 and the first nine months of 2022, due to the faster rate of increase in Mobile Health revenues. The increased operating expenses, in dollar terms, in 2022 were primarily driven by higher costs for payroll, subcontracted labor costs, travel and entertainment, marketing and IT infrastructure, and facilities costs, as described above.

Interest Income/(Expense), Net

For the nine months ended September 30, 2022, the Company recorded $0.3 million of net interest income compared to $0.5 million of net interest expense in the nine months ended September 30, 2021. The shift from net interest expense in the prior year period to interest income in the current year period was due to a significantly higher amount of interest earned in the first nine months of 2022, resulting from an increase in the Company’s cash balances in interest-bearing accounts, coupled with higher rates of interest earned on balances in these accounts. This was partially offset by an increase in payments made for new leased vehicles, as the Company’s fleet expanded.

Gain from PPP Loan Forgiveness

During the nine months ended September 30, 2021, the Company recorded a gain of $142,667 due to the forgiveness of a loan that one of its subsidiaries had obtained via the government’s Paycheck Protection Program (PPP) in 2020. No gain from loan forgiveness was recorded during the three months ended September 30, 2022.

Gain/(loss) on Remeasurement of Warrant Liabilities

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 DocGo’s stock price relative to the beginning of the period. No warrant liabilities were outstanding in the prior year period.

Gain/(Loss) on Equity Method Investment

During the three months ended September 30, 2022, the Company recorded a gain of $99,840, representing its share of the losses incurred by an entity in which the Company has a minority interest, which is accounted for under the equity method. This investment was made in the fourth quarter of 2021, and as such, no gain or loss was recorded in relation to an equity method investment in the same period in 2021.

Gain/(loss) from Remeasurement of Finance Leases

During the nine months ended September 30, 2022, the Company recorded a gain of approximately $1.4 million, resulting from a change in estimated remaining liabilities under the terms of its leases. No such gain or loss was recorded in the prior year period.

Gain/(loss) on Disposal of Fixed Assets

During the nine months ended September 30, 2021, the Company recorded a loss of $27,730 on the ~~other reduced reporting requirements provided by~~disposal of fixed assets. During the ~~JOBS Act. Subject~~nine months ended September 30, 2022, the Company recorded a gain of $42,667 on the disposal of fixed assets.

Income Tax (Expense)/Benefit

During the nine months ended September 30, 2022, the Company recorded income tax expense of $1.2 million, compared to ~~certain conditions set forth~~an income tax expense of $0.6 million in the ~~JOBS Act, if,~~nine months ended September 30, 2021. The increase in income tax expense resulted from the higher level of pretax income as ~~an “emerging growth company,” we choose~~well as state income taxes in jurisdictions the Company entered during the past year.

Noncontrolling Interest

For the nine months ended September 30, 2022, the Company had net loss attributable to ~~rely on such exemptions we~~noncontrolling interest of approximately $ 2.9 million, compared to a net loss attributable to noncontrolling interest of $1.3 million for the nine months ended September 30, 2021. The increased loss in the first nine months of 2022 reflected ongoing investments in new markets that were entered into during 2021 and 2022.

Liquidity and Capital Resources

Since inception, DocGo has completed three equity financing transactions that served as the Company’s principal source of liquidity, with minimal debt incurred. Generally, the Company utilized equity raised to finance operations during its development phase, investments in assets, ambulance operating licenses and funding working capital. The Company has also funded these activities through operating cashflows. In November 2021, upon the completion of the merger between Motion Acquisition Corp. and Ambulnz, Inc., the Company received proceeds of approximately $158.1 million, net of transaction expenses. Although the Company generated positive net income in the three and nine months ended September 30, 2022, operating cash flows may not be ~~required~~sufficient to ~~among~~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 the payments for payroll and to associated vendors, compared to the timing of receipts of cash from customers frequently results in the Company using existing cash balances to fund these working capital needs. The Company’s working capital needs depend on many factors, including the overall growth of the company and the various payment terms that are negotiated with customers and vendors. As the Company’s customer base increasingly features large municipal entities, who tend to demand longer payment terms than do other ~~things,~~customer segments, the Company’s working capital requirements are expected to increase. In addition, the Company might seek to take advantage of opportunities to secure favorable pricing for supplies and services from its vendors by agreeing to shorter payment terms, or prepaying. Future capital requirements depend on many factors, including potential acquisitions, our level of investment in technology, and rate of growth in existing and into new markets. The cost of ongoing technology development is another factor that is considered. Capital requirements might also be affected by factors which the Company cannot control, such as interest rates, and other monetary and fiscal policy changes to the manner in which the Company currently operates. Additionally, as the impact of the COVID-19 pandemic on the economy and operations evolves, the Company will continuously assess its liquidity needs. If the Company’s growth rate is higher than is currently anticipated, resulting in greater-than-anticipated capital requirements, the Company may need or choose to raise additional capital through debt or equity financings.

On November 1, 2022, subsequent to the end of the third quarter of 2022, the Company entered into a revolving loan and security agreement with two banks, with one bank as the administrative agent (the “Lenders”), with a maximum revolving advance amount of $90,000,000. The revolving facility includes the ability for the Company to request an increase to the commitment by an additional up to $50,000,000, though no Lender (nor the Lenders collectively) are obligated to increase their respective commitments. Borrowings under the revolving facility bear interest at a per annum rate equal to, (i) ~~provide~~at the Company’s option, the (x) the base rate or (y) the adjusted term SOFR rate, plus (ii) the applicable margin. The applicable margins are based on the Company’s consolidated net leverage ratio, adjusted on a quarterly basis. The initial applicable margins are 1.25% for an ~~auditor’s attestation report~~adjusted term SOFR loan and 0.25% for a base rate loan and will be updated based on ~~our system~~the consolidated net leverage ratio reported in the compliance certificate. The revolving facility matures on the five-year anniversary of ~~internal controls over financial reporting pursuant to Section 404, (ii) provide~~the closing date, November 1, 2027. The revolving facility is secured by a first-priority lien on substantially all of the Company’s present and future personal assets and intangible assets. The revolving facility is subject to certain financial covenants such as a net leverage ratio and interest coverage ratio, as defined in the agreement. The Company has not made any draws under the facility and there is no amount outstanding.

Considering the foregoing, DocGo anticipates that existing balances of cash and cash equivalents, future expected cash flows generated from our operations and an available line of credit (as discussed in Note 8, “Line of Credit” and Note 20 “Subsequent Events” to the Unaudited Condensed Consolidated Financial Statements) will be sufficient to satisfy operating requirements for at least the next twelve months.

Capital Resources

Working Capital as of September 30, 2022 and 2021

	As of September 30,				Change		Change
$ in Millions	2022		2021		$		%
Working capital
Current assets	$	252.0	$	96.7	$	155.7		161	%
Current liabilities		71.1		66.9		4.2		6	%
Total working capital	$	180.9	$	29.8	$	151.1		507	%

As of September 30, 2022, available cash totaled $169.6 million, which represented an increase of $130.0 million as compared to September 30, 2021, reflecting the receipt of the proceeds from the merger described above, as well as positive cash flow generated by operations, partially offset by cash used for acquisitions in the third quarter of 2022. As of September 30, 2022, working capital amounted to $180.9 million, which represented an increase of $151.1 million as compared to September 30, 2021, primarily reflecting the increased cash balance. Increased accounts receivable, reflecting the growth of the business in the second half of 2021 and the first nine months of 2022, were partially offset by increases in current liabilities, which reflected the growth of the business and resulted from extended payment terms from vendors.

Cash Flows

Nine months ended September 30, 2022 and 2021

	As of September 30,						Change			Change
$ in Millions	2022			2021			$			%
Cash flow summary
Net cash provided by/(used in) operating activities	$	37.6		$	6.9		$	30.7			445	%
Net cash provided by/(used in) investing activities		(37.8	)		(4.4	)		(33.4	)		759	%
Net cash provided by/(used in) financing activities		0.7			6.0			(5.3	)		(88	)%
Effect of exchange rate changes		(0.3	)		0.2			(0.5	)
Net (decrease) increase in cash	$	0.2		$	8.7		$	(8.5	)		(98	)%

Operating Activities

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 ~~disclosure~~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 from an investment that is accounted for under the equity method. Changes in assets and liabilities resulted in approximately $2.1 million in increase to operating cash flow, as a $2.9 million decrease in accounts receivable, a $0.9 million decrease in 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..

During the nine months ended September 30, 2021, operating activities provided $6.9 million of cash, despite a net loss of $1.1 million. Non-cash charges amounted to $8.8 million and included $4.1 million resulting from the depreciation of property and equipment and right-of-use assets, $1.4 million from amortization of intangible assets, $1.2 million of stock compensation expense, $2.2 million of bad debt expense primarily related to a provision for potential uncollectible accounts receivable, partially offset by a non-cash gain of $0.1 million from the forgiveness of a PPP loan. Changes in assets and liabilities resulted in approximately $0.8 million in negative operating cash flow and were primarily driven by a $28.8 million increase in accounts receivable and a $4.5 million increase in prepaid expenses and other current assets, as well as a $1.8 million increase in other assets, which were partially offset by a $9.4 million increase in accounts payable and a $24.9 million increase in accrued expenses.

Investing Activities

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 $33.8 million in the acquisition of businesses, primarily relating to acquisitions the Company completed in the third quarter of 2022.

During the nine months ended September 30, 2021, investing activities used $4.4 million of cash and primarily consisted of the acquisition of property and equipment totaling $2.8 million and the acquisition of intangibles in the amount of $1.6 million to support growth of new transportation and mobile health markets.

Financing Activities

During the nine months ended September 30, 2022, financing provided $0.7 million, including $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 in payments on obligations under the terms of finance leases.

During the nine months ended September 30, 2021, financing activities provided $6.0 million of cash, primarily due to proceeds of $8.0 million from a revolving credit line, as well as $0.3 million in non-controlling interest contributions. These factors were partially offset by $1.8 million in payments on obligations under the terms of finance leases and $0.5 in repayments of notes payable.

Future minimum annual maturities of notes payable as of the nine months ended September 30, 2022 are as follows:

	Notes Payable
2022, remaining		0.1
2023		0.6
2024		0.4
2025		0.4
2026		0.3
Thereafter		0.3
Total maturities	$	2.1
Current portion of notes payable		(0.7	)
Long-term portion of notes payable	$	1.5

Future minimum lease payments under finance leases as of the nine months ended September 30, 2022, and for the following five fiscal years and thereafter are as follows:

	Finance Leases
2022, remaining	$	0.9
2023		3.1
2024		2.4
2025		2.1
2026		1.2
2027 and thereafter		0.3
Total future minimum lease payments		10.0
Less effects of discounting		(1.0	)
Present value of future minimum lease payments	$	9.0

Future minimum lease payments under operating leases as of the nine months ended September 30, 2022, and for the following five fiscal years and thereafter are as follows:

	Operating Leases
2022, remaining	$	0.7
2023		2.4
2024		1.9
2025		1.9
2026		1.5
2027 and thereafter		1.4
Total future minimum lease payments		9.8
Less effects of discounting		(1.3	)
Present value of future minimum lease payments	$	8.5

Share Repurchases

On May 24, 2022, the Board approved a share repurchase program to purchase up to $40 million of the Company’s common stock (the “Program”). The Program does not obligate the Company to acquire any specific number of shares and will expire on November 24, 2023, and the Program may be ~~required~~suspended, extended, modified or discontinued at any time. Under the Program, repurchases can be made using a variety of ~~non-emerging growth public companies~~methods, which may include open market purchases, block trades, privately negotiated transactions and/or a non-discretionary trading plan, all in compliance with the rules of the SEC and other applicable legal requirements. The timing, manner, price and amount of any common stock repurchases under the ~~Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted~~Program are determined by the ~~PCAOB regarding mandatory audit firm rotation or~~Company in its discretion and depend on a ~~supplement~~variety of factors, including legal requirements, price and economic and market conditions. As of September 30, 2022, $39.5 million remained available for share repurchases pursuant to the ~~auditor’s report providing additional information about~~Program. No shares were repurchased by the ~~audit and~~Company during the ~~financial statements (auditor~~three months ended September 30, 2022.

Critical Accounting Estimates

For a 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.~~critical accounting policies, refer to the section entitled “Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2021.

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

We are a smaller reporting company, as defined by Rule 12b-2 ofunder the Exchange Act and in Item 10(f)(1) of Regulation S-K, and are not required to provide the information ~~otherwise required~~ under this item.

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, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on~~period covered by this ~~evaluation,~~report, our principal executive officer and principal financial officer have concluded that ~~during the period covered by this report,~~ our disclosure controls and procedures ~~were not~~(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) are effective as of September 30, 2021, because of a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company’s management has concluded that our control around the interpretation and accounting for certain complex features of the redeemable Class A common stock issued by the Company was not effectively designed or maintained. This material weakness resulted in the restatement of the Company’s balance sheet as of October 19, 2020, its financial statements for the period ended December 31, 2020 and its interim financial statements for the quarters ended March 31, 2021 and June 30, 2021.

~~Disclosure controls and procedures are designed~~ 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~~Securities and Exchange Commission’s 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. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures.

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 ~~three months~~quarter ended September 30, ~~2021 covered by this Quarterly Report on Form 10-Q~~2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial ~~reporting, except as described below.~~reporting.

The Chief Executive Officer and Chief Financial Officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for certain complex features of the redeemable Class A common stock. The Company’s management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

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. Descriptions of certain legal proceedings to which we are a party are contained in Note 18, “Legal Proceedings” of the Notes to our Unaudited Condensed Consolidated Financial Statements.

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 ~~cause~~materially and adversely affect our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Report on Form 10-K/A filed with the SEC on November 23, 2021. Any of these factors could result in a significant business, financial condition and/or ~~material adverse effect on our~~ results of operations ~~or financial condition.~~are described in the 2021 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 ~~Amendment No. 1,~~Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our ~~Annual Report on~~2021 Form ~~10-K/A filed~~10-K, other than the inflation rate risk and share repurchase risk discussed below.

Inflation Rate Risk

Beginning in April 2021, the inflation rate in the US, as measured by the Consumer Price Index (CPI) has steadily increased. In 2019, the inflation rate was approximately 1.8%, while it dropped to approximately 1.2% in 2020. This data is reported monthly, showing year-over-year changes in prices across a basket of goods and services. For 2021, inflation increased from the 1.4%-2.6% range in the first quarter, to 4.2% in April, and was in the 5.0%-6.0% range through the end of the third quarter of 2021, before increasing to the 6.0%-7.0% range in the fourth quarter. For the full year, the inflation rate was 4.7% in 2021, the highest annual rate since the 5.4% rate recorded in 1990. The inflation rate continued to increase throughout the first nine months of 2022, reaching approximately 9.1% in June 2022 and amounting to 8.2% in September 2022. In an attempt to dampen inflation, the U.S. Federal Reserve has already implemented six interest rate increases in 2022, raising its benchmark rate (the “federal funds rate”) from near 0.00% at the beginning of the year to the current level of 3.75%-4.00%, The federal funds rate was raised in March, May, June, July, September and November, with the ~~SEC~~last four rate increases at 0.75% each. Looking to the fourth quarter of 2022, we anticipate a moderation of the inflation rate when compared to the first half of the year, as a result of these recent rate increases, but expect that inflation will remain well above the levels seen in the previous 10 years, when the annual inflation rate ranged from 0.1% to 2.4%. 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.

Share Repurchase Program Risk

We have adopted a share repurchase program to repurchase shares of our common stock; however, any future decisions to reduce or discontinue repurchasing our common stock pursuant to our share repurchase program could cause the market price for our common stock to decline.

Although our Board has authorized the share repurchase program, any determination to execute our share repurchase program will be subject to, among other things, our financial position and results of operations, available cash and cash flow, capital requirements and other factors, as well as our Board’s continuing determination that the repurchase program is in the best interests of our stockholders and is in compliance with all laws and agreements applicable to the repurchase program. Our share repurchase program does not obligate us to acquire any common stock. If we fail to meet any expectations related to share repurchases, the market price of our common stock could decline, and could have a material adverse impact on ~~November 23, 2021, except~~investor confidence. Additionally, price volatility of our common stock over a given period may cause the average price at which we repurchase our common stock to exceed the stock’s market price at a given point in time.

We may ~~disclose changes~~further increase or decrease the amount of repurchases of our common stock in the future. Any reduction or discontinuance by us of repurchases of our common stock pursuant to ~~such factors~~our current share repurchase program could cause the market price of our common stock to decline. Moreover, in the event repurchases of our common stock are reduced or ~~disclose additional factors from time~~discontinued, our failure or inability to ~~time~~resume repurchasing common stock at historical levels could result in a lower market valuation of our ~~future filings with the SEC.~~common stock.

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

On ~~October 19, 2020, we consummated~~May 24, 2022, the Initial Public Offering of 11,500,000 Units. The Units sold 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 in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-249061). The Securities and Exchange Commission declared the registration statement effective on October 14, 2020.

~~Simultaneous with the consummation of the Initial Public Offering, the Company consummated the Private Placement of an aggregate of 2,533,333 Private Placement Warrants at~~Board approved a price of $1.50 per Private Placement Warrant, generating total proceeds of $3.8 million. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

~~The Company granted the underwriter a 45-day option from the date of Initial Public Offering~~share repurchase program to purchase up to ~~1,725,000 additional Units to cover over-allotments, if any, at~~$40 million of the ~~Initial Public Offering price less the underwriting discounts and commissions. On November 16, 2020, the underwriter advised~~Company’s common stock (the “Program”). The Program does not obligate the Company ~~that it would not exercise~~to acquire any specific number of shares and will expire on November 24, 2023, and the ~~over-allotment option.~~

OfProgram may be suspended, extended, modified or discontinued at any time. Under the ~~gross proceeds received from~~Program, repurchases can be made using a variety of methods, which may include open market purchases, block trades, privately negotiated transactions and/or a non-discretionary trading plan, all in compliance with the ~~Initial Public Offering and sale~~rules of the ~~Private Placement Warrants, $115,000,000 was placed~~SEC and other applicable legal requirements. The timing, manner, price and amount of any common stock repurchases under the Program are determined by the Company in its discretion and depend on a variety of factors, including legal requirements, price and economic and market conditions. No shares were repurchased during the ~~Trust Account.~~

~~For a description~~three months ended September 30, 2022. As of September 30, 2022, $39.5 million remained available for share repurchases pursuant to the ~~use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.~~Program.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. ~~Exhibits.~~Exhibits

Exhibit Number		Description
3.1		Second Amended and Restated Certificate of Incorporation of DocGo Inc., dated November 5, 2021 (incorporated by reference to Exhibit 3.1 of DocGo’s Form 8-K, filed with the SEC on November 12, 2021).
3.2		Amended and Restated Bylaws of DocGo Inc. (incorporated by reference to Exhibit 3.2 of DocGo’s Form 8-K, filed with the SEC on November 12, 2021).
10.1		Credit Agreement, dated November 1, 2022, among DocGo Inc., the lender parties thereto, and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of DocGo’s Form 8-K, filed with the SEC on November 2, 2022).
31.1*		Certification of ~~Chief~~the Principal Executive Officer ~~(Principal Executive Officer) Pursuant~~pursuant 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*		Certification of ~~Chief~~the Principal Financial Officer ~~(Principal Financial and Accounting Officer) Pursuant~~pursuant 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.~~
32.1**		Certification of ~~Chief~~the Principal Executive Officer ~~(Principal Executive Officer) Pursuant~~pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as ~~Adopted Pursuant~~adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002.~~2002
32.2**		Certification of ~~Chief~~the Principal Financial Officer ~~(Principal Financial~~pursuant to Rule 13a-14(b) of the Exchange Act and ~~Accounting Officer) Pursuant to~~ 18 U.S.C. Section 1350, as ~~Adopted Pursuant~~adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002.~~2002
~~101.INS~~101.INS*		Inline XBRL Instance Document
~~101.SCH~~101.SCH*		Inline XBRL Taxonomy Extension Schema Document
~~101.CAL~~101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
~~101.DEF~~101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
~~101.LAB~~101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
~~101.PRE~~101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.Filed herewith.

Furnished herewith.

~~SIGNATURE~~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 23, 2021~~	DocGo Inc.

Date: November 8, 2022	By:	/s/ Andre Oberholzer
	~~Name:~~	Andre Oberholzer
	~~Title:~~	Chief Financial Officer (Principal Financial and Accounting Officer and Authorized Signatory)

2257

2026 false --12-31 Q3 0001822359 iso4217:USD xbrli:shares

	September 30, 2021			December 31, 2020
	(Unaudited)
Assets:
Current assets:
Cash	$	59,319		$	878,653
Prepaid expenses and other current assets		228,257			168,877

Total Current Assets		287,576			1,047,530

Investments held in Trust Account		115,000,482			115,020,078
Total Assets	$	115,288,058		$	116,067,608

Liabilities, Class A Common Stock Subject to Possible Redemption, and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	161,067		$	11,658
Franchise tax payable		103,115			78,192
Other accrued liabilities		70,000			70,000
Total Current Liabilities		334,182			159,850

Deferred underwriting commissions in connection with initial public offering		4,025,000			4,025,000
Warrant liabilities		8,595,000			9,040,670
Total Liabilities		12,954,182			13,225,520

Commitments and Contingencies
Class A common stock, $0.0001 par value, subject to possible redemption at $10.00 per share ‒ 11,500,000 shares at September 30, 2021 and December 31, 2020		115,000,000			115,000,000

Stockholders’ Deficit:
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; 2,875,000 and -0- shares issued and outstanding (excluding 11,500,000 and 11,500,000 shares subject to possible redemption) at September 30, 2021 and December 31, 2020, respectively		288			-
Class B common stock, $0.0001 par value; 12,500,000 shares authorized; -0- shares and 2,875,000 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		-			288
Additional paid-in capital		-			-
Accumulated deficit		(12,666,412	)		(12,158,200	)
Total Stockholders’ Deficit		(12,666,124	)		(12,157,912	)
Total Liabilities, Class A Common Stock Subject to Possible Redemption, and Stockholders’ Deficit	$	115,288,058		$	116,067,608

	Three Months Ended September 30, 2021			Nine Months Ended September 30, 2021			Period from August 11, 2020 (Inception) Through September 30, 2020
General and administrative expenses	$	348,325		$	976,486		$	2,065
Loss from operations		(348,325	)		(976,486	)		(2,065	)

Other income
Interest earned on investments held in Trust Account		1,480			22,604			-
Change in fair value of warrant liabilities		891,332			445,670			-
Total other income		892,812			468,274			-

Net income (loss)	$	544,487		$	(508,212	)	$	(2,065	)

Weighted average number of Class A common shares outstanding, basic and diluted		12,656,250			11,889,652			-

Basic and diluted net income (loss) per Class A common share	$	0.04		$	(0.04	)	$	-

Weighted average number of Class B common shares outstanding, basic and diluted		1,718,750			2,485,348			3,306,250

Basic and diluted net income (loss) per Class B common share	$	0.04		$	(0.04	)	$	-

	Common Stock										Additional					Total
	Class A				Class B						Paid-In		Accumulated			Stockholders’
	Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
Balance – December 31, 2020		-	$	-		2,875,000		$	288		$	-	$	(12,158,200	)	$	(12,157,912	)
Net income		-		-		-			-			-		1,989,868			1,989,868
Balance – March 31, 2021 (unaudited)		-		-		2,875,000			288			-		(10,168,332	)		(10,168,044	)
Net loss		-		-								-		(3,042,567	)		(3,042,567	)
Balance – June 30, 2021 (unaudited)		-		-		2,875,000			288			-		(13,210,899	)		(13,210,611	)
Conversion of Class B shares to Class A shares⁽¹⁾		2,875,000		288		(2,875,000	)		(288	)		-		-			-
Net income		-		-		-			-			-		544,487			544,487
Balance – September 30, 2021 (unaudited)		2,875,000	$	288		-		$	-		$	-	$	(12,666,412	)	$	(12,666,124	)

	Nine Months Ended September 30, 2021			August 11, 2011 (Inception) Through September 30, 2020
Cash flows from operating activities:
Net loss	$	(508,212	)	$	(2,065	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in Trust Account		(22,604	)		-
Change in fair value of warrant liabilities		(445,670	)		-

Changes in operating assets and liabilities:
Prepaid expenses		(56,390	)		-
Other current assets		(2,990	)		-
Accounts payable		149,410			-
Franchise taxes payable		24,923			-
Net cash used in operating activities		(861,533	)		(2,065	)

Cash flows from investing activities:
Interest released from Trust Account		42,199			-
Net cash provided by investing activities		42,199			-

Cash flows 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 increase (decrease) in cash		(819,334	)		1,532

Cash - beginning of the period		878,653			-
Cash - end of the period	$	59,319		$	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

Balance sheet as of March 31, 2021 (unaudited)	As Previously Reported			Adjustments			As Restated
Total assets	$	115,725,964					$	115,725,964
Total liabilities	$	10,894,008					$	10,894,008
Class A common stock subject to possible redemption		99,831,950			15,168,050			115,000,000
Preferred stock		-			-			-
Class A common stock		152			(152	)		-
Class B common stock		288			-			288
Additional paid-in capital		7,233,231			(7,233,231	)		-
Accumulated deficit		(2,233,665	)		(7,934,667	)		(10,168,332	)
Total stockholders’ equity (deficit)	$	5,000,006		$	(15,168,050	)	$	(10,168,044	)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	115,725,964		$	-		$	115,725,964

	As Previously Reported		Adjustments			As Restated
Supplemental Disclosure of Noncash Financing Activities:
Change in value of Class A common stock subject to possible redemption	$	1,989,870	$	(1,989,870	)	$	-

	Net Income Per Share
	As Reported		Adjustment			As Restated
Three Months Ended March 31, 2021 (Unaudited)
Net income	$	1,989,868	$	-		$	1,989,868
Weighted average shares outstanding - Class A common stock		11,500,000		-			11,500,000
Basic and diluted net income per share - Class A common stock	$	0.00	$	0.14		$	0.14
Weighted average shares outstanding - Class B common stock		2,875,000		-			2,875,000
Basic and diluted net income per share - Class B common stock	$	0.69	$	(0.55	)	$	0.14

	Net Loss Per Share
	As Reported			Adjustment			As Restated
Three Months Ended June 30, 2021 (Unaudited)
Net loss	$	(3,042,567	)	$	-		$	(3,042,567	)
Weighted average shares outstanding - Class A common stock		11,500,000			-			11,500,000
Basic and diluted net loss per share - Class A common stock	$	0.00		$	(0.21	)	$	(0.21	)
Weighted average shares outstanding - Class B common stock		2,875,000			-			2,875,000
Basic and diluted net loss per share - Class B common stock	$	(1.06	)	$	0.85		$	(0.21	)

	For the Three Months Ended				For the Nine Months Ended						For the Period from August 11 (Inception) to September 30,
	September 30, 2021				September 30, 2021						2020
	Class A		Class B		Class A			Class B			Class B
Basic and diluted net income (loss) per common share:
Numerator:
Allocation of net income (loss)	$	479,385	$	65,102	$	(420,345	)	$	(87,867	)	$	(2,065	)

Denominator:
Basic and diluted weighted average common shares outstanding		27,600,000		3,066,666		26,184,615			3,046,153

Basic and diluted net income (loss) per common share	$	0.04	$	0.04	$	(0.04	)	$	(0.04	)	$	—

Gross proceeds from issuance of potentially redeemable Class A common stock	$	115,000,000
Less:
Proceeds allocated to Public Warrants		(3,105,000	)
Class A common stock issuance costs		(6,793,491	)
Plus:
Accretion of carrying value to redemption value		9,898,491
Class A common stock subject to possible redemption	$	115,000,000

	Fair Value Measured as of September 30, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Investments held in Trust Account - money market fund holding solely U.S. Treasury Securities	$	115,000,482	$	—	$	—	$	115,000,482
Liabilities:
Public Warrant liabilities	$	5,175,000	$	—	$	—	$	5,175,000
Private Placement Warrant liabilities		—		3,420,000		—		3,420,000
Total Warrant liabilities	$	5,175,000	$	3,420,000	$	—	$	8,595,000

	Public Warrants			Private Placement Warrants			Total Warrant Liabilities

Fair value as of December 31, 2020	$	5,443,335		$	3,597,335		$	9,040,670

Transfers to Levels 1 and 2		(5,443,335	)		(3,597,335	)		(9,040,670	)

Fair value as of September 30, 2021	$	0		$	0		$	0