Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2021 | |
Document Information Line Items | |
Entity Registrant Name | DocGo Inc. |
Document Type | POS AM |
Amendment Flag | true |
Amendment Description | On December 15, 2021, DocGo Inc., a Delaware corporation (the “Company,” “DocGo,” “we,” “us” or “our”) f/k/a Motion Acquisition Corp. (“Motion”), filed an amended registration statement with the Securities and Exchange Commission (the “SEC”), on Form S-1/A (File No. 333-261363) (the “Registration Statement”), to initially register for resale by the selling securityholders named therein or their permitted transferees up to 28,234,175 shares of its common stock, par value $0.0001 per share (“Common Stock”), up to 2,533,333 warrants to purchase Common Stock (“Private Warrants”) originally issued in a private placement in connection with the initial public offering of Motion Acquisition Corp. (“Motion”). The Registration Statement was declared effective by the SEC on January 3, 2022.We are filing this Post-Effective Amendment No. 1 to the Registration Statement (the “POSAM”) to update certain disclosures in the Registration Statement. Substantially concurrently with the filing of this Post-Effective Amendment, DocGo filed on March 15, 2022 its Annual Report on Form 10-K. |
Entity Central Index Key | 0001822359 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Current Assets: | ||||
Cash and cash equivalents | $ 59,319 | $ 878,653 | ||
Prepaid expenses and other current assets | 228,257 | 168,877 | ||
Prepaid expenses | 168,527 | |||
Other current assets | 350 | |||
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 | ||
Current liabilities: | ||||
Accounts payable | 161,067 | 11,658 | ||
Franchise tax payable | 103,115 | 78,192 | ||
Other accrued liabilities | 70,000 | 70,000 | ||
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit: | ||||
Total Current Liabilities | 334,182 | 159,850 | ||
Warrant liabilities | 8,595,000 | 9,040,670 | ||
Deferred underwriting commissions in connection with initial public offering | 4,025,000 | 4,025,000 | ||
Total liabilities | 12,954,182 | 13,225,520 | ||
Commitments and Contingencies | ||||
Class A common stock shares subject to possible redemption | 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 | [1],[2] | ||
Additional paid-in-capital | ||||
Accumulated deficit | (12,666,412) | (12,158,200) | ||
Total stockholders’ equity | (12,666,124) | (12,157,912) | ||
Total stockholders’ equity | (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 | ||
DocGo Inc. and Subsidiaries | ||||
Current Assets: | ||||
Cash and cash equivalents | $ 175,537,221 | 32,418,220 | ||
Accounts receivable, net of allowance of $7,377,389 and $3,193,048 as of December 31, 2021 and 2020, respectively | 78,383,614 | 24,854,957 | ||
Prepaid expenses and other current assets | 2,111,656 | 1,150,491 | ||
Total Current Assets | 256,032,491 | 58,423,668 | ||
Property and equipment, net | 12,733,889 | 9,105,597 | ||
Intangibles, net | 10,678,049 | 10,674,106 | ||
Goodwill | 8,686,966 | 6,610,557 | ||
Restricted cash | 3,568,509 | 2,039,053 | ||
Operating lease right-of-use assets | 4,195,682 | 4,997,407 | ||
Finance lease right-of-use assets | 9,307,113 | 7,001,644 | ||
Equity method investment | 589,058 | |||
Other assets | 3,810,895 | 1,320,331 | ||
Total Assets | 309,602,652 | 100,172,363 | ||
Current liabilities: | ||||
Accrued liabilities | 35,110,877 | 14,254,438 | ||
Line of credit | 25,881 | |||
Notes payable, current | 600,449 | 664,357 | ||
Due to seller | 1,571,419 | 1,125,522 | ||
Operating lease liability, current | 1,461,335 | 1,620,470 | ||
Finance lease liability, current | 3,271,990 | 1,876,765 | ||
Accounts payable | 15,833,970 | 3,954,123 | ||
Notes payable, non-current | 1,302,839 | 594,494 | ||
Operating lease liability, non-current | 2,980,946 | 3,638,254 | ||
Finance lease liability, non-current | 6,867,420 | 5,496,899 | ||
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit: | ||||
Total Current Liabilities | 57,875,921 | 23,495,675 | ||
Warrant liabilities | 13,518,502 | |||
Total liabilities | 82,545,628 | 33,225,322 | ||
Commitments and Contingencies | ||||
Stockholders’ Deficit: | ||||
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 | 10,013 | |||
Additional paid-in-capital | 283,161,216 | 142,346,852 | ||
Accumulated deficit | (63,556,714) | (87,300,472) | ||
Accumulated other comprehensive loss | (32,501) | (48,539) | ||
Total stockholders’ equity | 219,582,014 | 54,997,841 | ||
Noncontrolling interests | 7,475,010 | 11,949,200 | ||
Total stockholders’ equity | 227,057,024 | 66,947,041 | ||
Total Liabilities, Class A Common Stock Subject to Possible Redemption, and Stockholders’ Deficit | $ 309,602,652 | $ 100,172,363 | ||
[1] | Effective November 16, 2020, the Sponsor forfeited 431,250 Class B common shares as a result of the underwriter waiving its over-allotment option (see Note 4). | |||
[2] | On October 14, 2020, the Sponsor effected a surrender of 431,250 Class B common shares to the Company for no consideration, resulting in a decrease in the total number of Class B common shares then outstanding from 3,737,500 to 3,306,250 (see Note 5). |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common Stock Shares Subject To Possible Redemption per value (in Dollars per share) | $ 0.0001 | ||
DocGo Inc. and Subsidiaries | |||
Common Stock Shares Subject To Possible Redemption per value (in Dollars per share) | $ 0.0001 | ||
Net of allowance (in Dollars) | $ 7,377,389 | $ 3,193,048 | |
Class A Common Stock | |||
Common stock shares subject to possible redemption | 11,500,000 | 11,500,000 | |
Common stock shares subject to possible redemption per share (in Dollars per share) | $ 10 | $ 10 | |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 50,000,000 | 50,000,000 | |
Common stock, shares issued | 2,875,000 | 0 | |
Common stock, shares outstanding | 2,875,000 | 0 | |
Common Stock Shares Subject To Possible Redemption per value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Class A Common Stock | DocGo Inc. and Subsidiaries | |||
Common stock par value (in Dollars per share) | $ 0.0001 | ||
Common stock, shares authorized | 500,000,000 | 125,482,677 | |
Common stock, shares issued | 100,069,438 | 76,488,415 | |
Common stock, shares outstanding | 100,069,438 | 76,488,415 | |
Class B Common Stock | |||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 12,500,000 | 12,500,000 | |
Common stock, shares issued | 0 | 2,875,000 | |
Common stock, shares outstanding | 0 | 2,875,000 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | |
Operating and formation costs | $ 168,829 | ||||
Loss from operations | $ (2,065) | $ (348,325) | (168,829) | $ (976,486) | |
Other income (expense): | |||||
Interest earned on investments held in Trust Account | 1,480 | 20,078 | 22,604 | ||
Change in fair value of warrant liabilities | 891,332 | (3,883,670) | 445,670 | ||
Offering expense associated with warrants recorded as liabilities | (191,112) | ||||
Total other income (expense) | 892,812 | (4,054,704) | 468,274 | ||
Net income (loss) | (2,065) | 544,487 | (4,223,533) | (508,212) | |
Other comprehensive income (loss) | |||||
General and administrative expenses | $ 2,065 | $ 348,325 | $ 976,486 | ||
DocGo Inc. and Subsidiaries [Member] | |||||
Loss from operations | (14,757,683) | $ 15,357,298 | |||
Other income (expense): | |||||
Total other income (expense) | 125,914 | 4,437,887 | |||
Net income (loss) | (14,799,212) | 19,179,488 | |||
Revenue, net | 94,090,658 | 318,718,580 | |||
Expenses: | |||||
Cost of revenues (exclusive of depreciation and amortization, which is shown separately below) | 62,743,607 | 208,971,062 | |||
Operating expenses: | |||||
Depreciation and amortization | 5,507,655 | 7,511,579 | |||
Legal and regulatory | 3,747,865 | 3,907,660 | |||
Technology and development | 1,189,583 | 3,320,183 | |||
Sales, advertising and marketing | 746,236 | 4,757,970 | |||
Total expenses | 108,848,341 | 303,361,282 | |||
Other income (expenses): | |||||
Interest income (expense), net | (204,632) | (763,030) | |||
Gain from PPP loan forgiveness | 142,667 | ||||
Gain (loss) on disposal of fixed assets | 30,546 | (34,342) | |||
Gain on remeasurement of warrant liabilities | 5,199,496 | ||||
Loss on initial equity method investment | (66,818) | ||||
Other income | 300,000 | (40,086) | |||
Net income (loss) before income tax benefit (expense) | (14,631,769) | 19,795,185 | |||
Income tax expense | (167,443) | (615,697) | |||
Net loss attributable to noncontrolling interests | (439,268) | (4,564,270) | |||
Net income (loss) attributable to stockholders of DocGo Inc. and Subsidiaries | (14,359,944) | 23,743,758 | |||
Other comprehensive income (loss) | |||||
Foreign currency translation adjustment | 196,345 | 16,038 | |||
Total comprehensive gain (loss) | $ (14,163,599) | $ 23,759,796 | |||
Net income (loss) per share attributable to DocGo Inc. and Subsidiaries – Basic (in Dollars per share) | $ (0.25) | $ 0.3 | |||
Weighted-average shares outstanding – Basic (in Shares) | 58,370,157 | 80,293,959 | |||
Net income (loss) per share attributable to DocGo Inc. and Subsidiaries – Diluted (in Dollars per share) | $ (0.25) | $ 0.25 | |||
Weighted-average shares outstanding – Diluted (in Shares) | 58,370,157 | 94,863,613 | |||
General and administrative expenses | $ 34,913,395 | $ 74,892,828 | |||
Class A Common Stock | |||||
Other income (expense): | |||||
Weighted average number of common shares outstanding, basic and diluted (in Shares) | 12,656,250 | 5,911,972 | 11,889,652 | ||
Basic and diluted net income (loss) per common share (in Dollars per share) | $ 0.04 | $ (0.48) | $ (0.04) | ||
Class B Common Stock | |||||
Other income (expense): | |||||
Weighted average number of common shares outstanding, basic and diluted (in Shares) | 3,306,250 | 1,718,750 | 2,875,000 | 2,485,348 | |
Basic and diluted net income (loss) per common share (in Dollars per share) | $ 0.04 | $ (0.48) | $ (0.04) |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) | Class ACommon StockDocGo Inc. and Subsidiaries | Class ACommon Stock | Class BCommon StockDocGo Inc. and Subsidiaries | Class BCommon Stock | Series APreferred StockDocGo Inc. and Subsidiaries | Additional Paid-in-CapitalDocGo Inc. and Subsidiaries | Additional Paid-in-Capital | Accumulated DeficitDocGo Inc. and Subsidiaries | Accumulated Deficit | Accumulated Other Comprehensive Income (loss)DocGo Inc. and Subsidiaries | Noncontrolling InterestDocGo Inc. and Subsidiaries | DocGo Inc. and Subsidiaries | Total | |
Balance at Dec. 31, 2019 | $ 141,659,780 | $ (72,940,528) | $ (244,884) | $ 10,888,466 | $ 79,362,834 | |||||||||
Balance (in Shares) at Dec. 31, 2019 | 35,497 | 55,008 | 28,055 | |||||||||||
Noncontrolling interests | 1,500,002 | 1,500,002 | ||||||||||||
Stock based compensation | 687,072 | 687,072 | ||||||||||||
Foreign currency translation | 196,345 | 196,345 | ||||||||||||
Net income attributable to Noncontrolling interests | (439,268) | (439,268) | ||||||||||||
Net loss attributable to stockholders of DocGo Inc. and Subsidiaries | (14,359,944) | (14,359,944) | ||||||||||||
Balance at Dec. 31, 2020 | $ 288 | 142,346,852 | (87,300,472) | $ (12,158,200) | (48,539) | 11,949,200 | 66,947,041 | $ (12,157,912) | ||||||
Balance (in Shares) at Dec. 31, 2020 | 35,497 | 55,008 | 2,875,000 | 28,055 | ||||||||||
Balance at Aug. 10, 2020 | ||||||||||||||
Balance (in Shares) at Aug. 10, 2020 | ||||||||||||||
Issuance of Class B common stock to related party | [1] | $ 331 | 24,669 | 25,000 | ||||||||||
Issuance of Class B common stock to related party (in Shares) | [1] | 3,306,250 | ||||||||||||
Net loss attributable to Noncontrolling interests | (2,065) | (2,065) | ||||||||||||
Balance at Sep. 30, 2020 | $ 331 | 24,669 | (2,065) | 22,935 | ||||||||||
Balance (in Shares) at Sep. 30, 2020 | 3,306,250 | |||||||||||||
Balance at Aug. 10, 2020 | ||||||||||||||
Balance (in Shares) at Aug. 10, 2020 | ||||||||||||||
Issuance of Class B common shares to Sponsor | [2] | $ 331 | 24,669 | 25,000 | ||||||||||
Issuance of Class B common shares to Sponsor (in Shares) | [2] | 3,306,250 | ||||||||||||
Excess cash received over fair value of private placement warrants | 1,748,000 | 1,748,000 | ||||||||||||
Forfeiture of Class B common stock | [3] | $ (43) | 43 | |||||||||||
Forfeiture of Class B common stock (in Shares) | [3] | (431,250) | ||||||||||||
Accretion of Class A common stock subject to possible redemption | (1,772,712) | (7,934,667) | (9,707,379) | |||||||||||
Net loss attributable to Noncontrolling interests | (4,223,533) | (4,223,533) | ||||||||||||
Net loss attributable to stockholders of DocGo Inc. and Subsidiaries | (14,359,944) | |||||||||||||
Balance at Dec. 31, 2020 | $ 288 | 142,346,852 | (87,300,472) | (12,158,200) | (48,539) | 11,949,200 | 66,947,041 | (12,157,912) | ||||||
Balance (in Shares) at Dec. 31, 2020 | 35,497 | 55,008 | 2,875,000 | 28,055 | ||||||||||
Net loss attributable to Noncontrolling interests | 1,989,868 | 1,989,868 | ||||||||||||
Balance at Mar. 31, 2021 | $ 288 | (10,168,332) | (10,168,044) | |||||||||||
Balance (in Shares) at Mar. 31, 2021 | 2,875,000 | |||||||||||||
Balance at Dec. 31, 2020 | $ 288 | 142,346,852 | (87,300,472) | (12,158,200) | (48,539) | 11,949,200 | 66,947,041 | (12,157,912) | ||||||
Balance (in Shares) at Dec. 31, 2020 | 35,497 | 55,008 | 2,875,000 | 28,055 | ||||||||||
Balance at Sep. 30, 2021 | $ 288 | (12,666,412) | (12,666,124) | |||||||||||
Balance (in Shares) at Sep. 30, 2021 | 2,875,000 | |||||||||||||
Balance at Dec. 31, 2020 | $ 288 | 142,346,852 | (87,300,472) | (12,158,200) | (48,539) | 11,949,200 | 66,947,041 | (12,157,912) | ||||||
Balance (in Shares) at Dec. 31, 2020 | 35,497 | 55,008 | 2,875,000 | 28,055 | ||||||||||
Effect of reverse acquisition | $ 35,488,938 | |||||||||||||
Effect of reverse acquisition (in Shares) | 22,900,719 | 18,099,548 | ||||||||||||
Conversion of share due to merger recapitalization | $ 7,649 | 7,649 | ||||||||||||
Conversion of share due to merger recapitalization (in Shares) | (22,900,719) | (35,488,938) | (18,099,548) | |||||||||||
Effect of reverse acquisition | $ 7,649 | 142,346,852 | (87,300,472) | (48,539) | 11,949,200 | 66,954,690 | ||||||||
Effect of reverse acquisition (in Shares) | 76,489,205 | |||||||||||||
Share issued for services | $ 7,649 | 17 | ||||||||||||
Share issued for services (in Shares) | 76,489,205 | |||||||||||||
Exercise of cashless warrants | $ 17 | 182 | ||||||||||||
Exercise of cashless warrants (in Shares) | 171,608 | |||||||||||||
Issuance of shares net redemption and issuance costs of $9,566,304 | $ 530 | 43,404,558 | 43,405,088 | |||||||||||
Issuance of shares net redemption and issuance costs of $9,566,304 (in Shares) | 5,297,097 | |||||||||||||
PIPE, net of issuance costs of $10,396,554 | $ 1,250 | 114,602,318 | 114,603,568 | |||||||||||
PIPE, net of issuance costs of $10,396,554 (in Shares) | 12,500,000 | |||||||||||||
Exercise of stock options | $ 123 | 628,469 | 628,592 | |||||||||||
Exercise of stock options (in Shares) | 1,235,131 | |||||||||||||
Fair value of Warrants from reverse acquisition | (18,717,998) | (18,717,998) | ||||||||||||
UK Ltd. Shares purchase (Note 4) | $ 5 | (479,336) | (242,945) | (722,276) | ||||||||||
UK Ltd. Shares purchase (Note 4) (in Shares) | 50,192 | |||||||||||||
Sponsor Earnout shares | $ 257 | 257 | ||||||||||||
Sponsor Earnout shares (in Shares) | 2,573,213 | |||||||||||||
Noncontrolling interest contribution | 333,025 | 333,025 | ||||||||||||
Net loss attributable to Noncontrolling interests | (4,564,270) | (4,564,270) | ||||||||||||
Net income attributable to stockholders of DocGo Inc. and Subsidiaries | 23,743,758 | 23,743,758 | ||||||||||||
Stock based compensation | 1,376,353 | 1,376,353 | ||||||||||||
Foreign currency translation | 16,038 | 16,038 | ||||||||||||
Net loss attributable to stockholders of DocGo Inc. and Subsidiaries | 23,743,758 | |||||||||||||
Balance at Dec. 31, 2021 | $ 10,013 | $ 283,161,216 | $ (63,556,714) | $ (32,501) | $ 7,475,010 | $ 227,057,024 | ||||||||
Balance (in Shares) at Dec. 31, 2021 | 100,133,953 | |||||||||||||
Balance at Mar. 31, 2021 | $ 288 | (10,168,332) | (10,168,044) | |||||||||||
Balance (in Shares) at Mar. 31, 2021 | 2,875,000 | |||||||||||||
Net loss attributable to Noncontrolling interests | (3,042,567) | (3,042,567) | ||||||||||||
Balance at Jun. 30, 2021 | $ 288 | (13,210,899) | (13,210,611) | |||||||||||
Balance (in Shares) at Jun. 30, 2021 | 2,875,000 | |||||||||||||
Conversion of Class B shares to Class A shares | [4] | $ 288 | $ (288) | |||||||||||
Conversion of Class B shares to Class A shares (in Shares) | [4] | 2,875,000 | (2,875,000) | |||||||||||
Net loss attributable to Noncontrolling interests | 544,487 | 544,487 | ||||||||||||
Balance at Sep. 30, 2021 | $ 288 | $ (12,666,412) | $ (12,666,124) | |||||||||||
Balance (in Shares) at Sep. 30, 2021 | 2,875,000 | |||||||||||||
[1] | 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. | |||||||||||||
[2] | On October 14, 2020, the Sponsor effected a surrender of 431,250 Class B common shares to the Company for no consideration, resulting in a decrease in the total number of Class B common shares then outstanding from 3,737,500 to 3,306,250 (see Note 5). | |||||||||||||
[3] | Effective November 16, 2020, the Sponsor forfeited 431,250 Class B common shares as a result of the underwriter waiving its over-allotment option (see Note 4). | |||||||||||||
[4] | 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. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Parentheticals) - DocGo Inc. and Subsidiaries | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Issuance costs | $ 9,566,304 |
Issuance costs | $ 10,396,554 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 2 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | |||||
Net Income (loss) | $ (2,065) | $ (4,223,533) | $ (508,212) | ||
Interest earned on marketable securities held in Trust Account | (20,078) | ||||
Offering costs allocable to warrant liabilities | 191,112 | ||||
Interest earned on investments held in Trust Account | (22,604) | ||||
Change in fair value of warrant liabilities | 3,883,670 | (445,670) | |||
Prepaid expenses | (168,527) | (56,390) | |||
Other current assets | (350) | (2,990) | |||
Accounts payable | 11,658 | 149,410 | |||
Franchise taxes payable | 78,192 | 24,923 | |||
Net cash used in operating activities | (2,065) | (247,856) | (861,533) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Interest released from Trust Account | 42,199 | ||||
Deposit of cash into Trust Account | (115,000,000) | ||||
Net cash provided by investing activities | (115,000,000) | 42,199 | |||
Proceeds from sale of Units, net of underwriting discounts paid | 112,700,000 | ||||
Proceeds from sale of Private Warrants | 3,800,000 | ||||
Proceeds from note payable to related party | 71,163 | 71,473 | |||
Payment of deferred offering costs | (67,566) | ||||
Repayment of related party note payable | (71,473) | ||||
Payment of offering costs | (373,491) | ||||
Net cash provided by financing activities | 3,597 | 116,126,509 | |||
Cash flow from financing activities: | |||||
Net increase (decrease) in cash | 1,532 | 878,653 | (819,334) | ||
Deferred offering costs paid by related party in exchange for issuance of Class B common stock | 25,000 | ||||
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 | ||||
Offering costs included in other accrued liabilities | 70,000 | ||||
Deferred underwriting fees recorded as non-current liability in connection with initial public offering | 4,025,000 | ||||
Reconciliation of cash and restricted cash | |||||
Cash – beginning of the period | 878,653 | $ 878,653 | |||
Cash – end of the period | $ 1,532 | 878,653 | 59,319 | $ 878,653 | |
DocGo Inc. and Subsidiaries [Member] | |||||
Cash Flows from Operating Activities: | |||||
Net Income (loss) | 19,179,488 | (14,799,212) | |||
Depreciation of property and equipment | 2,312,437 | 1,874,069 | |||
Amortization of intangible assets | 1,845,193 | 1,451,214 | |||
Amortization of finance lease right-of-use assets | 2,913,925 | 2,182,372 | |||
Loss (Gain) on disposal of assets | 34,342 | (30,546) | |||
Loss from equity method investment | 66,818 | ||||
Accounts receivable | (57,996,613) | (16,153,948) | |||
Prepaid expenses and other current assets | (961,165) | 94,091 | |||
Other current assets | (2,490,564) | (218,099) | |||
Accrued liabilities | 20,766,723 | 9,666,651 | |||
Accounts payable | 11,879,850 | 3,006,187 | |||
Net cash used in operating activities | (1,947,420) | (10,654,692) | |||
Gain from PPP loan forgiveness | (142,667) | ||||
Bad debt expense | 4,467,956 | 1,885,457 | |||
Stock based compensation | 1,376,353 | 687,072 | |||
Due to seller write off | (300,000) | ||||
Gain on remeasurement of warrant liabilities | (5,199,496) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Acquisition of property and equipment | (4,808,409) | (4,361,501) | |||
Net cash provided by investing activities | (8,589,185) | (6,040,022) | |||
Proceeds from disposal of property and equipment | 74,740 | 276,224 | |||
Acquisition of intangibles | (1,849,136) | (1,954,745) | |||
Acquisition of businesses | (1,300,000) | ||||
Acquisition of leased assets | (50,504) | ||||
Investments in equity method investment | (655,876) | ||||
Proceeds from revolving credit line | 8,000,000 | ||||
Repayments of revolving credit line | (8,000,000) | ||||
Repayments of notes payable | (604,826) | (798,371) | |||
Due to seller | (595,528) | (34,002) | |||
Noncontrolling interest contributions | 333,025 | 1,500,002 | |||
Acquisition of UK Ltd remaining 20% shares | (479,331) | ||||
Net cash provided by financing activities | 155,206,476 | (812,093) | |||
Proceeds from exercise of stock options | 628,592 | ||||
Issuance costs related to merger recapitalization | (19,961,460) | ||||
Proceeds from issuance of Class A common stock, net of transaction cost | 178,102,313 | ||||
Payments on obligations under finance lease | (2,216,309) | (1,479,722) | |||
Effect of exchange rate changes on cash and cash equivalents | (21,414) | 196,345 | |||
Cash flow from financing activities: | |||||
Net increase (decrease) in cash | 144,648,457 | (17,310,462) | |||
Cash paid for interest | 315,272 | 608,262 | |||
Acquisition of business funded by acquisition payable | 1,028,942 | 837,168 | |||
Cash paid for interest on finance lease liabilities | 525,476 | 440,852 | |||
Cash paid for income taxes | 615,697 | 117,443 | |||
Right-of-use assets obtained in exchange for lease liabilities | 5,271,662 | 1,600,289 | |||
Fixed assets acquired in exchange for notes payable | 1,113,102 | ||||
Due to Seller non cash | 434,494 | ||||
Gain from PPP loan forgiveness | 142,667 | ||||
Reconciliation of cash and restricted cash | |||||
Cash | 175,537,221 | 32,418,220 | |||
Restricted Cash | 3,568,509 | 2,039,053 | |||
Total cash and restricted cash shown in statement of cash flows | 179,105,730 | 34,457,273 | |||
Cash – beginning of the period | $ 34,457,273 | 34,457,273 | 51,767,735 | ||
Cash – end of the period | $ 34,457,273 | $ 179,105,730 | $ 34,457,273 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Cash Flows (Parentheticals) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
DocGo Inc. and Subsidiaries [Member] | ||
Acquisition of remaining shares | 20.00% | 20.00% |
Description of Organization and
Description of Organization and Business Operations | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | |
Description of Organization and Business Operations [Line Items] | |||
Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Motion Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on August Business Combination On November 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 -owned The material provisions of the Merger Agreement are described in the Prospectus in the section entitled “Proposal No.1 — The Business Combination Proposal — The Merger Agreement” beginning on page 91. Business Purpose Prior to the Business Combination The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. The Company is not limited to a particular industry or geographic region for purposes of consummating a business combination. The Company has neither engaged in any operations nor generated revenue to date. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its initial public offering of units (the “Initial Public Offering”), although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward completing a business combination. Furthermore, there is no assurance that the Company will be able to successfully complete a business combination. Proposed Business Combination On March Financing Prior to the Business Combination The registration statement for the Company’s Initial Public Offering was declared effective on October Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 2,533,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $3.8 The Company granted the underwriter a 45 -day -allotments -allotment Trust Account Prior to the Business Combination Upon the closing of the Initial Public Offering and the Private Placement, $115.0 Pursuant to stock exchange listing rules, the Company must complete an initial business combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial business combination. However, the Company will only complete a business combination if the post -transaction The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest earned on the funds that may be released to the Company to pay taxes, none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the business combination; (ii) the redemption of any of Public Shares to its holders (the “Public Stockholders”) properly tendered in connection with a stockholder vote to amend certain provisions of the Company’s amended and restated certificate of incorporation prior to an initial business combination and (iii) the redemption of 100% of the Public Shares if the Company does not complete a business combination within the Combination Period (as defined below). The Company will have 24 -share | Note 1 — Description of Organization and Business Operations Business Combination 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 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 The material provisions of the Merger Agreement are described in the Prospectus in the section entitled “Proposal No.1 — The Business Combination Proposal — The Merger Agreement” beginning on page 91. Organization and General Motion was incorporated as a Delaware corporation on August 11, 2020. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. The Company 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. The Company’s management had broad discretion with respect to the specific application of the net proceeds of its initial public offering of units (the “Initial Public Offering”), although substantially all of the net proceeds of the Initial Public Offering were intended to be generally applied toward completing a business combination. Sponsor and Financing The Company’s sponsor is Motion Acquisition LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on October 14, 2020. On October 19, 2020, the Company consummated its Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units, the “Public Shares” and with respect to the warrants included in the Units, 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). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 2,533,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $3.8 million (Note 4). Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $115.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The proceeds held in the Trust Account 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 The Company’s amended and restated certificate of incorporation provided that, other than the withdrawal of interest earned on the funds that may be released to the Company to pay taxes, none of the funds held in the Trust Account 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 Liquidity and Capital Resources The accompanying unaudited condensed consolidated financial statements were prepared assuming the Company would continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of September 30, 2021, the Company had approximately $59,000 of cash in its operating account and approximately $47,000 of negative working capital. From inception on August 11, 2020 through the time of the Company’s Initial Public Offering on October 19, 2020, the Company’s liquidity needs were satisfied through a payment of $25,000 from the Company’s Chief Executive Officer to fund certain offering costs in exchange for the issuance of the Founder Shares (as defined below) to the Sponsor, and advances to the Company from the Sponsor of approximately $71,000 under a related party note payable (the “Note Payable”) (see Note 4) to pay for other offering costs in connection with the Initial Public Offering. Subsequent to October 19, 2020 through 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. | |
DocGo Inc. and Subsidiaries [Member] | |||
Description of Organization and Business Operations [Line Items] | |||
Description of Organization and Business Operations | 1. Description of Organization and Business Operations On November 5, 2021 (the “Closing Date”), DocGo Inc., a Delaware corporation (formerly known as Motion Acquisition Corp) (prior to the Closing Date, “Motion” and after the Closing Date, “DocGo”), consummated the previously announced business combination (the “Closing”) pursuant to that certain Agreement and Plan of Merger dated March 8, 2021 (the “Merger Agreement”), by and among Motion Acquisition Corp., a Delaware corporation (“Motion”), Motion Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of Motion (“Merger Sub”), and Ambulnz, Inc., a Delaware corporation (“Ambulnz”). In connection with the Closing, the registrant changed its name from Motion Acquisition Corp. to DocGo Inc. As contemplated by the Merger Agreement and as described in Motion’s definitive proxy statement/consent solicitation/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 14, 2021 (the “Prospectus”), Merger Sub was merged with and into Ambulnz, with Ambulnz continuing as the surviving corporation (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). As a result of the Merger, Ambulnz is a wholly -owned In connection with the Business Combination, the Company 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, net of transaction fees of $10.4 -in The Business DocGo Inc. and Subsidiaries (collectively, the “Company”) is a healthcare transportation and Mobile Health services company (“Mobile Health”) that uses proprietary dispatch and communication technology to provide quality healthcare transportation and healthcare services in major metropolitan cities in the United States and the United Kingdom. Mobile Health performs in -person -traditional Ambulnz, LLC was originally formed in Delaware on June 17, 2015, as a limited liability company. On November 1, 2017, with an effective date of January 1, 2017, Ambulnz converted its legal structure from a limited liability company to a C -corporation |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 5 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS First Restatement The Company previously accounted for its outstanding warrants as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. On May -40 -40-15 -linked -40-15 -for-fixed -40-15 -for-fixed As a result of the above, the Company has reclassified the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported cash balance, loss from operations or cash flows. Following is a summary of the effects of the restatements on previously issued financial statements, as filed in the First Amended Report: As Adjustments As Restated Balance sheet as of October 19, 2020 (audited) Warrant liabilities $ — $ 5,157,000 $ 5,157,000 Class A common stock subject to possible redemption 107,104,620 (5,157,000 ) 101,947,620 Class A common stock 79 52 131 Additional paid-in capital 5,004,204 191,060 5,195,264 Accumulated deficit (4,608 ) (191,112 ) (195,720 ) Balance sheet as of December 31, 2020 (audited) Warrant liabilities $ — $ 9,040,670 $ 9,040,670 Class A common stock subject to possible redemption 106,882,750 (9,040,670 ) 97,842,080 Class A common stock 81 91 172 Additional paid-in capital 5,148,390 4,074,691 9,223,081 Accumulated deficit (148,751 ) (4,074,782 ) (4,223,533 ) Statement of Operations for the period from August 11, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liabilities $ — $ 3,883,670 $ 3,883,670 Offering expense associated with warrant liabilities — 191,112 191,112 Net loss (148,751 ) (4,074,782 ) (4,223,533 ) Basic and diluted net loss per share, Class B common stock (0.06 ) (1.42 ) (1.48 ) Statement of Cash Flows for the period from August 11, 2020 (inception) to December 31, 2020 (audited) Net loss $ (148,751 ) $ (4,074,782 ) $ (4,223,533 ) Offering costs allocable to warrant liabilities — 191,112 191,112 Change in fair value of warrant liabilities — 3,883,670 3,883,670 Initial classification of Class A common shares subject to possible redemption 107,104,620 (5,157,000 ) 101,947,620 Change in value of Class A common shares subject to possible redemption (221,870 ) (3,883,670 ) (4,105,540 ) Second Restatement On November In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10 -S99 maximum redemption threshold, the Motion Charter as it existed prior to consummation of the Business Combination on November Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Also, in connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also revised its earnings per share calculation 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 share pro rata in the income and losses of the Company. As a result, the Company restated its previously filed financial statements to present all redeemable Class A common stock as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The Company’s previously filed financial statements that contained the error were initially reported in the Company’s Form 8 -K -IPO -K -K -Qs -Q Following is a summary of the effects of the restatements on previously issued financial statements: The change in the carrying value of the redeemable shares of Class A common stock in the IPO Balance Sheet resulted in a decrease of approximately $5.2 -in Balance sheet as of October 19, 2020 (audited) As Previously Adjustments As Restated Total assets $ 116,390,976 — $ 116,390,976 Total liabilities $ 9,443,350 — $ 9,443,350 Class A common stock subject to possible redemption 101,947,620 13,052,380 115,000,000 Preferred stock — — — Class A common stock 131 (131 ) — Class B common stock 331 — 331 Additional paid-in capital 5,195,264 (5,195,264 ) — Accumulated deficit (195,720 ) (7,856,985 ) (8,052,705 ) Total stockholders’ equity (deficit) $ 5,000,006 $ (13,052,380 ) $ (8,052,374 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 116,390,976 $ — $ 116,390,976 The impact of the restatement on the audited balance sheet as of December 31, 2020 is presented below: Balance sheet as of December 31, 2020 (audited) As Previously Adjustments As Restated Total assets $ 116,067,608 — $ 116,067,608 Total liabilities $ 13,225,520 — $ 13,225,520 Class A common stock subject to possible redemption 97,842,080 17,157,920 115,000,000 Preferred stock — — — Class A common stock 172 (172 ) — Class B common stock 288 — 288 Additional paid-in capital 9,223,081 (9,223,081 ) — Accumulated deficit (4,223,533 ) (7,934,667 ) (12,158,200 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (17,157,920 ) $ (12,157,912 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 116,067,608 $ — $ 116,067,608 The impact of the restatement to the previously reported as restated statement of cash flows for the period ended December 31, 2020, is presented below: For the Period From August 11, 2020 (Inception) Through December 31, 2020 As Previously Adjustments As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 101,947,620 $ (101,947,620 ) $ — Change in value of Class A common stock subject to possible redemption $ (4,105,540 ) $ 4,105,540 $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common share is presented below for the period from August 11, 2020 (Inception) through December 31, 2020: Net Loss Per Share For the Period From August 11, 2020 (Inception) Through December 31, 2020 As Previously Restated and Reported in Form 10-K/A Amendment No. 1 Adjustments As Restated Net loss $ (4,223,533 ) $ — $ (4,223,533 ) Weighted average shares outstanding – Class A common stock 11,500,000 (5,588,028 ) 5,911,972 Basic and diluted net loss per share – Class A common stock $ 0.00 $ (0.48 ) $ (0.48 ) 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 $ (1.48 ) $ 1.00 $ (0.48 ) |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | |
Basis of Presentation and Significant Accounting Policies [Line Items] | |||
Basis of Presentation and Significant Accounting Policies | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As described in the Company’s Form 8 -K -K Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley 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 or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Cash and Cash Equivalents Cash consists of proceeds from the sale of the Private Placement Warrants held outside of the Trust Account which may be used to pay for operating expenses, including expenses associated with identifying target businesses and consummating an initial business combination. The Company considers cash equivalents to be all short -term Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. At December Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 -15 The Company accounts for its 6,366,666 common stock warrants issued in connection with its initial public offering (3,833,333) and Private Placement (2,533,333) as derivative warrant liabilities in accordance with ASC 815 -40 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.” 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 the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Prior to consummation of the Business Combination, the Company’s Public Shares featured certain redemption rights that were considered to be outside of the Company’s control. Accordingly, at December Effective with the closing of the Initial Public Offering, the Company recognized the accretion from the initial carrying value of the Public Shares to the redemption amount, which resulted in charges to additional paid -in Offering Costs Associated with the Initial Public Offering Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the initial public offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were recorded and presented as non -operating Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet primarily due to their short -term Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income during the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. Because the future realization of tax benefits is not considered to be more likely than not, the Company provided a full valuation allowance for the deferred tax assets at December Net Income (Loss) Per Common Share The Company complies with the 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) by the weighted average shares of common stock outstanding for the respective period. The Company 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 approximately 6,367,000 -dilutive The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the period from August 11, Class A Class B Basic and diluted net loss per common share: Numerator: Allocation of net loss $ (2,841,640 ) $ (1,381,893 ) Denominator: Basic and diluted weighted average common shares outstanding 5,911,972 2,875,000 Basic and diluted net loss per common share $ (0.48 ) $ (0.48 ) Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | Note 2 — Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and nine month periods ended September 30, 2021 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2021. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10 -K Restatement of Previously Issued Financial Statements In light of recent comment letters issued by the SEC, the management of the Company has re -evaluated -10-S99-3A -evaluation In accordance with SEC Staff Accounting Bulletin No. -Qs The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021: As Previously Reported Adjustments As Restated Balance sheet as of March 31, 2021 (unaudited) 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’ $ 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 of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: As Previously Reported Adjustments As Restated Balance sheet as of June 30, 2021 (unaudited) 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’ $ 115,464,516 $ — $ 115,464,516 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 six months ended June 30, 2021: Six Months ended June 30, 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 $ (1,052,700 ) $ 1,052,700 $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted net income (loss) per common share is presented below for the Affected Periods: 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 ) 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 ) Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the derivative warrant liabilities. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Merger Sub, at September 30, 2021. Merger Sub had no assets or liabilities as of September 30, 2021. All significant inter -company Investments Held in the Trust Account At all times prior to the consummation of the Business Combination, 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, or a combination thereof. When the Company’s investments held in the Trust Account were comprised of U.S. government securities, the investments were classified as trading securities. When the Company’s investments held in the Trust Account were comprised of money market funds, 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 in the accompanying unaudited condensed consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 -15 The 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) as derivative warrant liabilities in accordance with ASC 815 -40 Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier 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: • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of September 30, 2021 and December 31, 2020, the carrying values of cash, accounts payable, accrued expenses and franchise tax payable approximate their fair values due to the short -term The fair value of Public Warrants and Private Placement Warrants at December 31, 2020 was determined using a Monte Carlo simulation, and at September 30, 2021 was determined by reference 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 to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred and presented as non -operating -current 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. Immediately upon the closing 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 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income during the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. Because the future realization of tax benefits is not considered to be more likely than not, the Company provided a full valuation allowance for the deferred tax assets at September 30, 2021 and December 31, 2020. ASC 740 prescribes a recognition threshold and a measurement attribute for 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) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common stock does 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 since their inclusion would be anti -dilutive 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 For the Nine Months For the 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 -06 -linked -06 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. | |
DocGo Inc. and Subsidiaries [Member] | |||
Basis of Presentation and Significant Accounting Policies [Line Items] | |||
Basis of Presentation and Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts and operations of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions are eliminated upon consolidation. Noncontrolling interests (“NCI”) on the consolidated statements of financial condition represents the portion of consolidated joint ventures and a variable interest entity in which the Company does not have direct equity ownership. Accounts and transactions between consolidated entities have been eliminated. Certain amounts in the prior years’ consolidated statements of changes in stockholders’ equity and statements of cash flows have been reclassified to conform to the current year presentation. Pursuant to the Business Combination, the merger between Motion and Ambulnz, Inc. was accounted for as a reverse recapitalization in accordance with U.S. 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 (“ASC”), Topic 805, Business Combinations, (“ASC 805”) and was accounted for using the acquisition method of accounting. Principles of Consolidation The accompanying Consolidated Financial statements include the accounts of DocGo Inc and its subsidiaries. All significant intercompany transactions and balances have been eliminated in these Consolidated Financial statements. The Company holds a variable interest which contracts with physicians and other health professionals in order to provide services to the Company. MD1 Medical Care P.C. (“MD1”) is considered a variable interest entity (“VIE”) since it does not have sufficient equity to finance its activities without additional subordinated financial support. An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits — that is, it has (1) the power to direct the activities of a VIE that most significantly impacts the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power and rights to control all activities of MD1 and funds and absorbs all losses of the VIE and appropriately consolidates MD1. Total revenue for the VIE amounted to $477,654 as of December 31, 2021. Net loss for the VIE was $122,982 as of December 31, 2021. The VIE’s total assets, all of which were current, amounted to $481,338 on December 31, 2021. Total liabilities, all of which were current for the VIE, was $906,444 on December 31, 2021. The VIE’s total stockholders’ deficit was $425,106 on December 31, 2021. The Company made payments of $1,746,736 and $298,404 to MD1 and its affiliates during the years ended December Foreign Currency Assets and liabilities of non -U Use of Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in its financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s financial statements relate to revenue recognition related to the allowance for doubtful accounts, stock options and 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 -lived facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. Concentration of Credit Risk and Off-Balance Sheet Risk The Company is potentially subject to concentration of credit risk with respect to its cash, cash equivalents and restricted cash, which the Company attempts to minimize by maintaining cash, cash equivalents and restricted cash with institutions of sound financial quality. At times, cash balances may exceed limits federally insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the funds are held. The Company has no financial instruments with off -balance Major Customer The Company has one customer that accounted for approximately 23% of revenue and 26% of net accounts receivable, and one customer that accounted for 26% of revenues and 24% of net accounts receivable for the year ended December Major Vendor The Company has one vendor that accounted for approximately 11% of cost of sales for the years ended December 31, 2021 and 2020. The Company expects to maintain this relationship with the vendor and believe the services provided from this vendor are available from alternatives sources. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley 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 Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. The Company maintains its cash and cash equivalents with financial institutions in the United States. The accounts at financial institutions in the United States are insured by the Federal Deposit Insurance Corporation (“FDIC”) and are in excess of FDIC limits. The Company had cash balances of approximately $803,000 and $323,000 with foreign financial institutions on December 31, 2021 and 2020, respectively. Restricted Cash Cash and cash equivalents subject to contractual restrictions and not readily available are classified as restricted cash in the consolidated balance sheets. Restricted cash is classified as either a current or non -current Fair Value of Financial Instruments ASC 820, Fair Value Measurements -based The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2021 and December 31, 2020. 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. 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 receivables are periodically evaluated for collectability based on past credit history with payors and their current financial condition. Changes in the estimated collectability of account receivable are recorded in the results of operations for the period in which the estimate is revised. Accounts receivable deemed uncollectible are offset against the allowance for uncollectible accounts. The Company generally does not require collateral for accounts receivables. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. When an item is sold or retired, the costs and related accumulated depreciation or amortization are eliminated, and the resulting gain or loss, if any, is recorded in operating expenses in the consolidated statement of operations. The Company provides for depreciation and amortization using the straight -line Asset Category Estimated Useful Lives Buildings 39 years Office equipment and furniture 3 years Vehicles 5 – 8 years Medical equipment 5 years Leasehold improvements Shorter of useful life of asset or lease term Expenditures for repairs and maintenance are charged to expense 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 charged to expense as incurred. The Company capitalizes software development costs intended for internal use in accordance with ASC 350 -40 Internal -Use Software Estimated useful lives of software development activities are reviewed annually or whenever events or changes in circumstances indicate that intangible assets may be impaired and adjusted as appropriate to reflect upcoming development activities that may include significant upgrades or enhancements to the existing functionality. Business Combinations The Company accounts for its business combinations under the provisions of ASC 805 -10 Business Combinations -10 -10 Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. If the business combination provides for contingent consideration, the Company records the contingent consideration at fair value at the acquisition date and any changes in fair value after the acquisition date are accounted for as measurement -period -outs -measured -related -related The estimated fair value of net assets to be acquired, including the allocation of the fair value to identifiable assets and liabilities, is determined using established valuation techniques. Management uses assumptions on the basis of historical knowledge of the business and projected financial information of the target. These assumptions may vary based on future events, perceptions of different market participants and other factors outside the control of management, and such variations may be significant to estimated values. Impairment of Long-Lived Assets The Company evaluates the recoverability of the recorded amount of long -lived -lived -lived Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of the purchase price of an acquired business over the fair value of amounts assigned to assets acquired and liabilities assumed. Goodwill and indefinite -lived -lived The Company tests goodwill for impairment at the reporting unit level, which is one level below the operating segment. The Company has the option of performing a qualitative assessment to determine whether further impairment testing is necessary before performing the one -step -likely-than-not Any excess in carrying value over the estimated fair value is recorded as impairment loss and charged to the results of operations in the period such determination is made. For the periods ended December 31, 2021 and 2020, management determined that there was no impairment loss required to be recognized in the carrying value of goodwill or other intangible assets. The Company selected December 31 as its annual testing date. Line of Credit The costs associated with the line of credit are deferred and recognized over the term of the Line of Credit as interest expense. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 -15 The Company accounts for its 6,366,638 common stock warrants issued in connection with its initial public offering (3,833,305) and Private Placement (2,533,333) as derivative warrant liabilities in accordance with ASC 815 -40 Related Party Transactions The Company defines related parties as affiliates of the company, entities for which investments are accounted for by the equity method, trusts for the benefit of employees, principal owners (beneficial owners of more than 10% of the voting interest), management, and members of immediate families of principal owners or management, other parties with which the company may deal with if one party controls or can significantly influence management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Related party transactions are recorded within operating expenses in the Company’s statement of operations. For details regarding the related party transactions that occurred during the periods ended December 31, 2021 and 2020, refer to Note 16. Revenue Recognition On January 1, 2019, the Company adopted ASU 2014 -09 Revenue from Contracts with Customers To determine revenue recognition for contractual arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1) identify each contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when (or as) the relevant performance obligation is satisfied. The Company only applies the five -step The Company generates revenues from the provision of (1) ambulance and medical transportation services (“Transportation Services”) and (2) Mobile Health services. The customer simultaneously receives and consumes the benefits provided by the Company as the performance obligations are fulfilled, therefore the Company satisfies performance obligations immediately. The Company has utilized the “right to invoice” expedient which allows an entity to recognize revenue in the amount of consideration to which the entity has the right to invoice when the amount that the Company has the right to invoice corresponds directly to the value transferred to the customer. Revenues are recorded net of an estimated contractual allowances for claims subject to contracts with responsible paying entities. The Company estimates contractual allowances at the time of billing based on contractual terms, historical collections, or other arrangements. All transaction prices are fixed and determinable which includes a fixed base rate, fixed mileage rate and an evaluation of historical collections by each payer. Nature of Our Services Revenue is primarily derived from: i. Transportation Services -emergency -emergency ii. Mobile Health Services -19 -site The Company concluded that Transportation Services and any related support activities are a single performance obligation under ASC 606. The transaction price is determined by the fixed rate usage -based As the performance associated with such services is known and quantifiable at the end of a period in which the services occurred (i.e., monthly or quarterly), revenues are typically recognized in the respective period performed. The typical billing cycle for Transportation Services and Mobile Health services is same day to 5 days with payments generally due within 30 days. For Transportation Services, the Company estimates the amount of revenues unbilled at month end and recognizes such amounts as revenue, based on available data and customer history. The Company’s Transportation Services and Mobile Health services each represent a single performance obligation. Therefore, allocation is not necessary as the transaction price (fees) for the services provided is standard and explicitly stated in the contractual fee schedule and/or invoice. The Company monitors and evaluate all contracts on a case -by-case For Transportation Services, the customer simultaneously receives and consumes the benefits provided by the Company as the performance obligations are fulfilled, therefore the Company satisfies performance obligations at the same time. For Transportation Services, where the customer pays fixed rate usage -based Disaggregation of revenue In the following table, revenue is disaggregated by as follows: Years Ended December 31, 2021 2020 Primary Geographical Markets United States $ 309,218,594 $ 88,362,445 United Kingdom 9,499,986 5,728,213 Total revenue $ 318,718,580 $ 94,090,658 Major Segments/Service Lines Transportation Services $ 84,268,817 $ 63,188,855 Mobile Health 234,449,763 30,901,803 Total revenue $ 318,718,580 $ 94,090,658 Stock Based Compensation The Company expenses stock -based -date -Scholes -based -based Earnings per Share Earnings per share represents the net income attributable to stockholders divided by the weighted -average -converted -dilutive -dilutive Equity Method Investment On October 26, 2021, the Company acquired a 50% interest in RND Health Services Inc. (“RND”) for $655,876. The Company uses the equity method to account for investments in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee, but does not exercise control. The Company’s carrying value in the equity method investee is reflected in the caption “Equity method investment” on the consolidated balance sheets. Changes in value of RND are recorded in “Loss from equity method investment” on the consolidated statements of operations. 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 On November 1, 2021, the Company acquired a 20% interest in National Providers Association, LLC (“NPA”) for $30,000. The Company uses the equity method to account for investments in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee, but does not exercise control. The Company’s carrying value in the equity method investee is reflected in the caption “Equity method investment” on the consolidated balance sheets. Changes in value of NPA are recorded in “Loss from equity method investment” on the consolidated statements of operations. 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 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 ASC 842, Leases Leases -of-Use -current 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 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 -lease -lease -term -10-25-2 -term -Term Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes Recently Issued Accounting Standards Not Yet Adopted In January 2020, the FASB issued ASU 2020 -01 Investments -Equity Securities (“ ), Investments -Equity Method and Joint Ventures (“ ), and Derivatives and Hedging (“ ) -Clarifying the Interactions between ASC 321, ASC 323, and ASC 815 (a consensus of the Emerging Issues Task Force) In December 2019, the FASB issued ASU 2019 -12 Income Taxes (“ Simplifying the Accounting for Income Taxes -12 -12 -12 In June 2016, the FASB issued ASU 2016 -13 Financial Instruments — Credit Losses (“ ): Measurement of Credit Losses on Financial Instruments -looking -for-sale an entity will have to disclose significantly more information about allowances, credit quality indicators and past due securities. The new standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and will be applied as a cumulative -effect In May 2021, the FASB issued ASU 2021 -04 Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity -Classified Written Call Options -classified In October 2021, the FASB issued ASU 2021 -08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers -08 |
Initial Public Offering
Initial Public Offering | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Initial Public Offering [Abstract] | ||
Initial Public Offering | NOTE 4. INITIAL PUBLIC OFFERING Public Units On October Each Unit consists of one of the Company’s shares of Class A common stock, $0.0001 par value, and one -third Underwriting Agreement The Company granted the underwriter a 45 -day -allotments -allotment The underwriter was entitled to an underwriting discount of $0.20 per unit, or $2.3 | 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 |
Related Party Transactions
Related Party Transactions | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transactions [Line Items] | |||
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On August -allotment 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 Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 2,533,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrants, generating gross proceeds of $3,800,000 -In -redeemable The Private Placement Warrants (and the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial business combination (subject to certain exceptions). Related Party Loans On August Working Capital Loans In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, the Company’s officers, directors and their affiliates may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Up to $1.5 -business | 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”), issued 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 -for-one 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 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 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). Related Party Loans On August 18, 2020, the Sponsor agreed to loan the Company up to $150,000 pursuant to an unsecured Note Payable to cover expenses related to the Initial Public Offering, pursuant to which the Company borrowed approximately $71,000. This loan was payable without interest upon the completion of the Initial Public Offering. The Company fully repaid the Note Payable on October 19, 2020, 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, the initial stockholders, officers and 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. | |
DocGo Inc. and Subsidiaries [Member] | |||
Related Party Transactions [Line Items] | |||
Related Party Transactions | 16. Related Party Transactions Historically, the Company has been involved in transactions with various related parties. The Company purchases medical supplies from Medline Industries, Inc. Medline Industries, Inc. is an investor in the Company, and therefore a related party. The Company made payments to Medline Industries, Inc. for medical supplies in the amount of $271,103 and $148,276 for the years ended December 31, 2021 and 2020 respectively. PrideStaff provides subcontractor services for the Company. The PrideStaff franchise is owned by an operations manager of the Company and his spouse, therefore, is a related party. The Company made subcontractor payments to PrideStaff totaling $656,883 and $1,044,120 for the years ended December 31, 2021 and 2020 respectively. Harpua, Inc. provides commission services for the Company. Harpua is owned by an operations manager of the Company, therefore is a related party. The Company made commission payments to Harpua totaling $155,092 and $84,852 for the years ended December 31, 2021 and 2020 respectively. SM Hewlett, LLC provides commission services for the Company. SM Hewlett is owned by an operations manager of the Company, therefore is a related party. The Company made commission payments to SM Hewlett totaling $132,414 for year ended December 31, 2021. On December 17, 2021, a subsidiary of the Company entered into a line of credit with an entity that is a member of one of its joint ventures, which it may borrow up to $12 million. (See note 8). As of December 31, 2021 there was no outstanding balance on this line of credit. Ely D. Tendler Strategic & Legal Services PLLC (“EDTSLS”) provides commission services for the Company. Ely D. Tendler Strategic & Legal Services PLLC is owned by General Counsel of the Company, therefore is a related party. The Company made commission payments to Ely D. Tendler Strategic & Legal Services PLLC totaling $702,083 and $555,055 for the years ended December 31, 2021 and 2020 respectively. Included in accounts payable were $230,517 and $5,169 due to related parties as of December 31, 2021 and 2020, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The Sponsor is entitled to registration rights with respect to the Founder Shares, Private Placement Warrants and any additional warrants that may be issued upon conversion of working capital loans pursuant to a registration rights agreement. The Sponsor will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, Sponsor will have “piggy -back | Note 5 — Commitments and Contingencies Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 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 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 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | |
Derivative Warrant Liabilities [Line Items] | |||
Derivative Warrant Liabilities | NOTE 7. 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. After giving effect to the separation of all Units into the constituent Class A common shares and fractional warrants, there would be 3,833,333 Public Warrants outstanding before giving effect to the reduction resulting from not issuing fractional warrants upon separation of Units. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a business combination and (b) 12 Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but it will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Warrants will have an exercise price of $11.50 per share, subject to adjustment, and will expire five years after the completion of a business combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares or equity -linked -share The 2,533,333 Private Placement Warrants are identical to the Public Warrants, except that (1) the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a business combination, subject to certain limited exceptions, (2) the Private Placement Warrants will be non -redeemable Once the warrants become exercisable, the Company may redeem the outstanding warrants (except for the Private Placement Warrants): • • • • -trading If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants: • • • • • -day The “fair market value” of the Class A common stock for this purpose shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a business combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. | 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. The warrants have an exercise price of $11.50 per share, subject to adjustment, and will expire five In addition, if (x) the Company issues additional shares or equity -linked -share The Private Placement Warrants are identical to the Public Warrants, except that (1) the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a business combination, subject to certain limited exceptions, (2) the Private Placement Warrants are non -redeemable Once the warrants become exercisable, the Company may redeem the outstanding warrants (except for the Private Placement Warrants): • • • • -trading If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In no event will the Company be required to net cash settle any warrant. Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding Warrants: • • • • • -day The “fair market value” of the Class A common stock for this purpose shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. | |
DocGo Inc. and Subsidiaries [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Derivative Warrant Liabilities | 10. Derivative Warrant Liabilities The Company determined the fair value of its Public Warrants, which are traded in active markets, using quoted market prices for identical instruments. Accordingly, the Public Warrants are classified as Level 1 financial instruments. As of December 31, 2021, there are 3,833,305 Public Warrants outstanding at a fair value of $8.1 million. Because the transfer of Private Warrants to anyone outside of a small group of individuals constituting the sponsors of DocGo would result in the Private Warrants having substantially the same terms as the Public Warrants, management determined that the fair value of each Private Warrant is the same as that of a Public Warrant, with an insignificant adjustment for marketability restrictions. Accordingly, the Private Warrants are classified as Level 1 financial instruments. As of December 31, 2021, 2,533,333 Private Warrants remained outstanding at a fair value of $5.4 million. Due to fair value changes throughout the year ended December 31, 2021, we recorded a gain on remeasurement of warrant liabilities of $5.2 million. |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Class A Common Stock Subject To Possible Redemption [Abstract] | ||
Class A Common Stock Subject to Possible Redemption | NOTE 8 — CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION Prior to the consummation of the Business Combination, the Company’s Class A common stock feature certain redemption rights that were considered to be outside of the Company’s control and subject to the occurrence of future events. At December 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 | Note 7 — Class A Common Stock Subject to Possible Redemption Prior to the consummation of the Business Combination, 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 |
Stockholders_ Equity
Stockholders’ Equity | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | |
Stockholders’ Equity [Line Items] | |||
Stockholders’ Equity | NOTE 9. STOCKHOLDERS’ DEFICIT Class A Common Stock Class B Common Stock The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial business combination, or earlier at the option of the holder, on a one -for-one -linked -outstanding -converted -linked -linked Preferred stock | Note 8 — Stockholders’ Equity Class A Common Stock Class B Common Stock Class B Common Stock -for-one -Business Preferred stock | |
DocGo Inc. and Subsidiaries [Member] | |||
Stockholders’ Equity [Line Items] | |||
Stockholders’ Equity | 12. Equity Preferred Stock In November 2021, the Company’s Series A prefeed 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 Company’s consolidated statements of changes in stockholders’ equity reflect the 2020 Prior to the reverse merger, on May 23, 2019, the Series A preferred stock was formed, and 40,000 Series A preferred stockholders had voting rights equivalent to the number of common stock shares issuable upon conversion. The Series A preferred stockholders were entitled to a non -cumulative 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, subject to adjustment as defined in the articles of incorporation, plus all accrued and unpaid dividends thereon. After the payment of the Series A preferred stockholders, the common stockholders would have been paid out on a pro -rate 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 Prior to the reverse merger, on May 23, 2019, the Ambulnz, Inc amended and restated its articles of incorporation and the total authorized common shares increased to 154,503 Preacquisition Warrants On February 15, 2018, the Ambulnz, Inc issued a warrant to purchase 1,367 On June 5, 2019, the Company issued a warrant to purchase 667 |
Fair Value Measurements
Fair Value Measurements | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | NOTE 10. FAIR VALUE MEASUREMENTS The Company classifies its U.S. Treasury and equivalent securities as held -to-maturity -to-maturity -to-maturity At December The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The gross holding gains and fair value of held -to-maturity Held-To-Maturity Securities Carrying Value at Gross Unrealized Holding Gain Fair Value - Quoted Prices U.S. Treasury Bills (mature on February 18, 2021) $ 115,019,335 $ 4,462 $ 115,024,797 At December December 31, Quoted Significant Significant Warrant Liabilities – Public Warrants $ 5,443,335 $ — $ — $ 5,443,335 Warrant Liabilities – Private Warrants $ 3,597,335 $ — $ — $ 3,597,335 The Company utilized a Monte Carlo simulation model to value the warrants at the initial public offering date (October -price -free -free -coupon The aforementioned warrant liabilities are not subject to qualified hedge accounting. There were no transfers between Levels The following table provides quantitative information regarding Level 3 fair value measurements: At As of Stock price $ — $ 10.15 Strike price $ 11.50 $ 11.50 Term (in years) 5.0 5.0 Volatility 16.3 % 21.2 % Risk-free rate 0.34 % 0.34 % Dividend yield 0.0 % 0.0 % Probability of completing a Business Combination 70.0 % 70.0 % The following table presents the changes in the fair value of warrant liabilities: Public Private Placement Total Fair value as of August 11, 2020 (inception) $ — $ — $ — Initial measurement on October 19, 2020 3,105,000 2,052,000 5,157,000 Change in fair value recognized in earnings 2,338,335 1,545,335 3,883,670 Fair value as of December 31, 2020 $ 5,443,335 $ 3,597,335 $ 9,040,670 Level 3 financial liabilities consist of the Public Warrant and Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. | Note 9 — Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020 by level within the fair value hierarchy: 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 The Company utilized a Monte Carlo simulation to estimate the fair value of the Public Warrants and Private Placement Warrants at December 31, 2020, and used the quoted price of the Public Warrants on the Nasdaq Stock Market at September 30, 2021 to estimate the fair value of both the Public Warrants and Private Placement Warrants at that date. Transfers to/from Levels 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 Private Placement Warrants Total 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 |
Income Taxes
Income Taxes | 5 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Income Taxes [Line Items] | ||
INCOME TAXES | NOTE 11. INCOME TAXES The income tax provision (benefit) for the year ended December Current Federal $ (12,204 ) State — Deferred Federal (19,009 ) State — Change in valuation allowance 31,213 Income tax provision (benefit) $ — The Company’s net deferred tax assets are as follows: Deferred tax asset Net operating loss carryforward $ 12,204 Startup/organizational costs 19,009 Total deferred tax assets 31,213 Valuation allowance (31,213 ) Deferred tax assets, net of allowance $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance as of December A reconciliation of the statutory income tax rate to the Company’s effective tax rate for the period from August Tax benefit at statutory federal income tax rate (21.0 )% Permanent book/tax difference 20.3 % Valuation allowance 0.7 % Income tax provision (benefit) 0.0 % | |
DocGo Inc. and Subsidiaries [Member] | ||
Income Taxes [Line Items] | ||
INCOME TAXES | 17. Income Taxes A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate consist of the following: For the Years Ended 2021 2020 Statutory federal income tax benefit 21.00 % 21.00 % Permanent items (2.71 )% 0.44 % State taxes, net of federal tax benefit 5.99 % 8.02 % Effects of Rates Different From Statutory (0.06 )% 0.00 % Rate Change 0.00 % 0.00 % Other (0.71 )% 0.00 % Change in valuation allowance (20.98 )% (28.36 )% Income tax provision/(benefit) 2.53 % 1.10 % The components of income tax provision (benefit) are as follows: For the Years Ended 2021 2020 Current: Federal $ 295,956 $ — State and local 319,741 167,443 Foreign — — 615,697 167,443 Deferred: Federal $ — $ — State and local — — Foreign — — — — Total income tax expense (benefit) $ 615,697 $ 167,443 Deferred income taxes reflect the net tax effects of temporary differences between the carrying value of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. The temporary differences that give rise to deferred tax assets and liabilities are as follows: For the Years Ended 2021 2020 Deferred tax assets (liabilities): Net operating loss carryforwards $ 17,153,341 $ 21,936,556 Allowance for doubtful accounts 874,029 2,323,541 Amortization (582,284 ) (533,178 ) Prepaid expenses (411,798 ) (207,162 ) Property and equipment (2,245,003 ) (1,447,130 ) Research and development expense (580,497 ) (622,980 ) Accrued bonus 1,414,357 — Stock compensation 883,317 592,967 Other 197,218 (11,313 ) Net deferred tax assets 16,702,680 22,031,301 Valuation allowance (16,702,680 ) (22,031,301 ) Deferred tax assets, net of allowance $ — $ — The Company has determined, based upon available evidence, that it is more likely than not that all of the net deferred tax asset will not be realized and, accordingly, has provided a full valuation allowance against its net deferred tax asset. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, net operating loss carryback potential, and tax planning strategies in making these assessments. As of December 31, 2021 and 2020, the Company had federal net operating loss carryforwards of approximately $56,604,921 and $76,768,898, respectively. As of December 31, 2021 and 2020, the Company had approximately $202,965 and $41,515 of foreign net operating loss carryforwards, respectively. As of December 31, 2021 and 2020, the Company had state net operating loss carryforward of approximately $67,229,895 and $99,360,503, respectively. The federal net operating loss carryforwards generated after December 31, 2017 of $62,242,177 carry forward infinitely, while the remaining federal net operating loss carryforwards of $11,656,596 began to expire in 2037. State and foreign net operating loss carryforwards generated in the tax years from 2017 to 2020 will begin to expire, if not utilized, by 2039. Utilization of the net operating loss carryforwards may be subject to an annual limitation according to Section 382 of the Internal Revenue Code of 1986 as amended, and similar provisions. The difference between the statutory income taxes on the Company’s pre -tax In assessing the realizability of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future table income during the periods in which those temporary differences become deductible. Management considers the scheduled reversals of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company recognizes interest accrued to unrecognized tax benefits and penalties as income tax expense. The Company accrued total penalties and interest of $0 during the years ended December 31, 2021 and 2020 and in total, as of December 31, 2021 and 2020 has recognized penalties and interest of $0. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which they operate. In the normal course of business, the Company is subject to examination by federal and foreign jurisdictions where applicable based on the statute of limitations that apply in each jurisdiction. As of December 31, 2021, open years related to all jurisdictions are 2020, 2019, 2018, 2017, and 2016. The Company has no open tax audits with any taxing authority as of December 31, 2021. |
Subsequent Events
Subsequent Events | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | |
Subsequent Events [Line Items] | |||
Subsequent Events | NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the audited financial statements were issued. Based upon this review, the Company determined that there have been no events that have occurred that would require adjustment to or disclosure in the financial statements other than as described below, the consummation of the Business Combination described in Note 1 above, and in Note 2 — Restatement of Previously Issued Financial Statements. Proposed Business Combination Prior to the Business Combination On March -owned Consideration Upon consummation of the Merger, DocGo stockholders will receive 83,600,000 -out -trading-day -trading-day date; (iii) 1,250,000 -trading-day -trading-day Sponsor Escrow Agreement Pursuant to the Merger Agreement, the Company’s Sponsor will enter into an escrow agreement (the “Sponsor Escrow Agreement”) with the Company and Continental Stock Transfer & Trust Company, as escrow agent, providing that, immediately following the closing of the Merger, the Sponsor shall deposit 575,000 -trading-day -trading-day Lock-Up Agreements Concurrently with the execution of the Merger Agreement, the Company, DocGo and Doc stockholders who will hold 72.19% of the fully -diluted -up -out Sponsor Waiver Agreement Concurrently with the execution of the Merger Agreement, the Company, the Sponsor and DocGo entered into an agreement providing for the Sponsor’s waiver of the anti -dilution -to-one -to-one Other Agreements The Merger Agreement also calls for additional agreements, including, among others, non -competition PIPE Subscription Agreements Prior to the Business Combination The Company engaged Barclays Capital Inc. and Deutsche Bank Securities Inc. as co -lead -placement Concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements (“Subscription Agreements”) with certain qualified institutional buyers and institutional accredited investors (collectively, the “Investors”), pursuant to which the Company will, substantially concurrently with, and contingent upon, the consummation of the Merger, issue an aggregate of 12,500,000 Stock to the Investors at a price of $10.00 per share, for aggregate gross proceeds to the Company of $125,000,000 (the “PIPE”). The closing of the Subscription Agreements is conditioned upon, among other things, (i) the substantially concurrent consummation of the Merger, (ii) the accuracy of all representations and warranties of the Company and the Investors in the Subscription Agreements, and (iii) the Merger Agreement shall not have been amended or modified, and no waiver shall have occurred thereunder, that would reasonably be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under the Subscription Agreement without having received the Investor’s prior written consent. The Company has agreed that, as soon as reasonably practicable, but in no event later than 30 calendar days following the closing date of the Merger, it shall file a registration statement with the SEC covering the resale by the Investors of the shares of the Company Common Stock issued to them in the PIPE and use its best efforts to have such registration statement declared effective as promptly as practicable thereafter, but in no event later than the earlier of 60 calendar days after filing (or 90 calendar days in the event the SEC issues written comments) or the 10 th The shares of the Company’s Class A common stock were offered and sold to the Investors in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, based on the fact that the sale will have been made without any general solicitation or advertising and based on representations from each Investor that (a) it was a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), (b) it was purchasing the shares of the Company Common Stock for its own account investment, and not with a view to distribution, (c) it had been given full and complete access to information regarding the Company, DocGo, and the Merger, and (d) it understood that the offer and sale of the shares of the Company’s common stock was not registered and the shares may not be publicly sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom. | 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, the Company, Motion Merger Sub Corp., and Ambulnz consummated the Business Combination, as further described in Note 1. | |
DocGo Inc. and Subsidiaries [Member] | |||
Subsequent Events [Line Items] | |||
Subsequent Events | 20. Subsequent Events Pursuant to the Mid Atlantic asset purchase agreement forementioned in Note 4, Acquisition of Businesses and Asset Acquisitions, a capital call notice was delivered to the members of FMC NA in 2022. A contribution of $2.06 million by the non -controlling On March -depleting -insurance |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
DocGo Inc. and Subsidiaries [Member] | |
Property and Equipment, net [Line Items] | |
Property and Equipment, net | 3. Property and Equipment, net Property and equipment, net, as of December 31, 2021 and 2020 are as follows: December 31, 2021 December 31, 2020 Office equipment and furniture $ 1,977,808 $ 1,044,555 Buildings 527,284 200,000 Land 37,800 37,800 Transportation equipment 13,772,251 10,418,045 Medical equipment 3,949,566 2,681,510 Leasehold improvements 616,446 593,300 20,881,155 14,975,210 Less: accumulated depreciation (8,147,266 ) (5,869,613 ) Property and equipment, net $ 12,733,889 $ 9,105,597 The Company recorded depreciation expense of $2,312,437 and $1,874,069 as of December 31, 2021 and 2020, respectively. |
Acquisition of Businesses and A
Acquisition of Businesses and Asset Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
DocGo Inc. and Subsidiaries [Member] | |
Acquisition of Businesses and Asset Acquisitions [Line Items] | |
Acquisition of Businesses and Asset Acquisitions | 4. Acquisition of Businesses and Asset Acquisitions LJH Ambulance Acquisition On November 20, 2020, AF WI LNZ, LLC, a subsidiary of Ambulnz -FMC closing of the acquisition, and recorded in the general and administrative account on the consolidated statement of operations. The LJH transaction closed on January 12, 2022 with the outstanding acquisition payable balance of $282,518 being paid off on March 4, 2022. The purchase price was allocated as follows: Consideration: Cash consideration $ 465,000 Contingent consideration – collection of accounts receivable 372,168 Total consideration $ 837,168 Recognized amounts of identifiable assets acquired and liabilities assumed Accounts receivable $ 744,336 Other current assets 3,427 Property, plant and equipment 372,800 Intangible assets 200,000 Total identifiable assets acquired 1,320,563 Notes payable 372,921 Accounts receivable collections payable 372,168 Accounts payable and accrued expenses 41,423 Total liabilities assumed 786,512 Goodwill 303,117 Total purchase price $ 837,168 Ambulnz UK Ltd Acquisition On August 19, 2021, the Company purchased the remaining 20% of Ambulnz UK Ltd’s outstanding B Ordinary shares. As a result of this transaction, DocGo Inc now owns 100% of Ambulnz UK Ltd. Consideration for the transaction is £750,000 (USD $1,014,240 as of December 31, 2021) of which £368,313 (USD $498,077 as of December 31, 2021) will be paid in restricted stock consisting of 50,192 Class A Common Shares of DocGo Inc at a fair market value per share of $10 and £381,687 (USD $516,160 as of December 31, 2021) in cash, payable in 4 equal monthly installments of £96,920.30 (USD $129,040 as of December 31, 2021) plus interest at 6% per annum. Cash payments are due September 30, 2021, October 31, 2021, November 30, 2021, and December 31, 2021. Restricted stock will vest and transfer restrictions shall lapse according to the following schedule: 8,258 shares on February 1, 2022, 8387 Keshes Inc. (Rainbow Ambulette) Acquisition On March 23, 2018, Ambulnz NY 4, LLC (also known as AZ Ambulette, LLC, a subsidiary of Holdings), entered into an Asset Purchase Agreement (“Agreement”) with Keshes Inc. (d/b/a Rainbow Ambulette). Keshes Inc. was in the business of providing ambulette services. The total purchase price was $800,000. The Company also agreed to assume the liabilities agreed on the contract. On December 23, 2021, the Company amended and restated the Agreement dated as of March 23, 2018 to purchase substantially all of the assets of Keshes Inc., and waived all conditions to close the Agreement. The Keshes Inc. transaction closed on December 23, 2021. Mid Atlantic Care, LLC Acquisition (Joint Venture) On December 2021, AF DE LNZ, LLC, a subsidiary of Holdings, entered into an asset purchase agreement to acquire certain assets and assume certain liabilities of Mid Atlantic Care, LLC (“Mid Atlantic”). Mid Atlantic was in the business of providing medical transportation services for hospitals, nursing homes, healthcare facilities and municipalities in the States of Delaware, New Jersey, Maryland and Pennsylvania. The aggregate purchase price for Mid Atlantic was $2,300,000; $1,300,000 was paid in cash on the effective date, $600,000 will be paid in cash on the closing date, and $428,942 of debt was assumed. Additional consideration amounting to $1,000,000 will be paid at $500,000 each year on the first and second anniversary date contingent on (i) the acquired operations meeting certain performance targets and (ii) the former shareholder’s continuing employment with the Company. The purchase price was allocated as follows: Consideration: Cash consideration: Paid at transaction date $ 1,300,000 Cash at closing 600,000 Liabilities assumed: Lease liabilities 124,233 Loans 278,828 Line of credit 25,881 Total consideration $ 2,328,942 Recognized amounts of identifiable assets and liabilities assumed: Vehicles $ 45,500 Equipment 82,800 ROU assets 124,233 Total tangible assets acquired $ 252,533 Goodwill $ 2,076,409 Total assets acquired $ 2,328,942 As of December 31, 2021 and 2020, the Company recorded $1,571,419, and $1,125,522, respectively, as due to seller in the consolidated balance sheet. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
DocGo Inc. and Subsidiaries [Member] | |
Goodwill [Line Items] | |
Goodwill | 5. Goodwill The Company recorded goodwill in connection with its acquisitions. The changes in the carrying value of goodwill for the period ended December 31, 2021 are as noted in the tables below: Carrying Balance at December 31, 2019 $ 6,307,440 Goodwill acquired during the period 303,117 Balance at December 31, 2020 $ 6,610,557 Goodwill acquired during the period 2,076,409 Balance at December 31, 2021 $ 8,686,966 |
Intangibles
Intangibles | 12 Months Ended |
Dec. 31, 2021 | |
DocGo Inc. and Subsidiaries [Member] | |
Intangibles [Line Items] | |
Intangibles | 6. Intangibles The Company recorded amortization expense of $1,845,193 and $1,451,214 as of December 31, 2021 and 2020, respectively. December 31, 2021 Estimated Gross 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 December 31, 2020 Estimated Gross Additions Accumulated Net Patents 15 years $ 17,197 $ 6,185 $ (4,107 ) $ 19,275 Computer software 5 years 279,249 14,899 (161,332 ) 132,816 Operating licenses Indefinite 8,175,514 200,000 — 8,375,514 Internally developed software 4 – 5 years 2,256,001 1,933,661 (2,043,161 ) 2,146,501 $ 10,727,961 $ 2,154,745 $ (2,208,600 ) $ 10,674,106 Future amortization expense at December 31, 2021 for the next five years and in the aggregate are as follows: Amortization 2022 $ 1,261,541 2023 685,914 2024 186,282 2025 139,474 2026 3,245 Thereafter 26,079 Total $ 2,302,535 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
DocGo Inc. and Subsidiaries [Member] | |
Accrued Liabilities [Line Items] | |
Accrued Liabilities | 7. Accrued Liabilities Accrued liabilities consisted of the following at the dates indicated: December 31, 2021 December 31, 2020 Accrued bonus $ 7,260,456 $ 1,000,000 Accrued lab fees 4,885,539 4,267,665 Accrued payroll 3,539,301 2,409,105 Medicare advance 975,415 2,397,024 FICA/Medicare liability 739,629 1,793,551 Accrued general expenses 3,497,418 437,684 Accrued subcontractors 9,564,833 — Accrued fuel and maintenance 450,842 181,195 Accrued workers compensation 2,259,571 538,897 Other current liabilities 736,021 50,000 Accrued legal fees 1,143,629 1,172,425 Credit card payable 58,223 6,892 Total accrued liabilities $ 35,110,877 $ 14,254,438 |
Line of Credit
Line of Credit | 12 Months Ended |
Dec. 31, 2021 | |
DocGo Inc. and Subsidiaries [Member] | |
Line of Credit [Line Items] | |
Line of Credit | 8. Line of Credit On May 13, 2021, the Company entered into a revolving loan and security agreement with a bank (the “Lender”), 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 (3.25% at December 31, 2021), 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 On December 17, 2021, Ambulnz -FMC -day -term |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
DocGo Inc. and Subsidiaries [Member] | |
Notes Payable [Line Items] | |
Notes Payable | 9. Notes Payable The Company has various loans with finance companies with monthly installments aggregating $102,235, inclusive of interest ranging from 2.5% through 7.5%. The notes mature at various times through 2051 and are secured by transportation equipment. The following table summarizes the Company’s notes payable: December 31, December 31, Equipment and financing loans payable, between 2.5% and 7.5% interest and maturing between January 2022 and May 2051 $ 1,903,288 $ 1,116,184 Loan received pursuant to the Payroll Protection Program Term Note — 142,667 Total notes payable 1,903,288 1,258,851 Less: current portion of notes payable $ 600,449 $ 664,357 Total non-current portion of notes payable $ 1,302,839 $ 594,494 Interest expense was $61,324 and $15,848 for the periods ended December 31, 2021 and 2020, respectively. Future minimum annual maturities of notes payable at December 31, 2021 are as follows: Notes 2022 561,863 2023 485,390 2024 326,565 2025 248,120 2026 149,536 Thereafter 131,814 Total maturities $ 1,903,288 Current portion of notes payable (600,449 ) Long-term portion of notes payable $ 1,302,839 Paycheck Protection Program Loan On November 20, 2020, the Company entered into a stock purchase agreement with LJH. Under the agreement, the Company acquired 100% of the outstanding shares of common stock Prior to the acquisition, LJH received $142,667 from the Paycheck Protection Program (the “PPP Loan”), established pursuant to the Coronavirus Aid, Relief, and Economic Security Act |
Business Segment Information
Business Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
DocGo Inc. and Subsidiaries [Member] | |
Business Segment Information [Line Items] | |
Business Segment Information | 11. Business Segment Information The Company conducts business as two operating segments, Transportation Services and Mobile Health services. In accordance with ASC 280, Segment Reporting 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. Operating results for the business segments of the Company are as follows: Transportation Services Mobile Health Services Total As of Year Ended December 31, 2021 Revenues $ 84,268,817 $ 234,449,763 $ 318,718,580 Income (loss) from operations (26,365,962 ) 41,723,260 15,357,298 Total assets $ 229,206,964 $ 80,395,688 $ 309,602,652 Depreciation and amortization expense $ 5,508,679 $ 2,002,900 $ 7,511,579 Stock compensation $ 592,664 $ 783,689 $ 1,376,353 Long-lived assets $ 28,814,481 $ 3,284,423 $ 32,098,904 As of Year Ended December 31, 2020 Revenues $ 63,188,855 $ 30,901,803 $ 94,090,658 Income (loss) from operations (19,285,424 ) 4,527,741 (14,757,683 ) Total assets $ 88,632,928 $ 11,539,435 $ 100,172,363 Depreciation and amortization expense $ 5,496,769 $ 10,886 $ 5,507,655 Stock compensation $ 687,072 $ — $ 687,072 Long-lived assets $ 25,710,265 $ 679,995 $ 26,390,260 Long -lived Geographic Information Revenues by geographic location included in Note 2. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
DocGo Inc. and Subsidiaries [Member] | |
Stock Based Compensation [Line Items] | |
Stock Based Compensation | 13. Stock Based Compensation Stock Options In 2021, the Company established the DocGo Inc. Equity incentive Plan (the “Plan”) replacing Ambulnz, Inc’s 2017 Equity Incentive Plan. The Plan reserved 16,607,894 three five The fair value of each stock option grant is estimated on the date of grant using the Black -Scholes -pricing -free 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 -binding A discount for lack of marketability was applied to the non -controlling -based The following assumptions were used to compute the fair value of the sole stock option grant during the period ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Risk-free interest rate 0.12% – 0.67% 0.14% – 1.58% Expected term (in years) 1 – 5 2 Volatility 63% – 65% 44.48% Dividend yield 0% 0% The following table summarizes the Company’s stock option activity under the Plan for the period ended December 31, 2021: Options Weighted Weighted Aggregate Outstanding at January 1, 2019 2,741,867 $ 2.19 7.81 $ 1,344,800 Granted/ Vested during the year 1,322,548 1.59 10.01 Exercised during the year — — — Cancelled during the year (451,602 ) 6.36 — Balance, December 31, 2019 3,612,813 1.92 7.74 $ 1,344,800 Granted/ Vested during the year 1,035,523 1.66 9.11 Exercised during the year — — — Cancelled during the year (12,438 ) — — Balance, December 31, 2020 4,635,898 $ 1.84 7.28 $ 8,129,671 Granted/ Vested during the year 5,495,095 2.88 9.80 — Exercised during the year (1,235,130 ) 0.50 4.32 — Cancelled during the year (472,891 ) 2.37 7.93 — Balance, December 31, 2021 8,422,972 6.21 8.77 $ 24,706,020 Options vested and exercisable at December 31, 2021 2,378,212 $ 2.88 6.91 $ 15,914,624 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 years ended December 31, 2021 and 2020 was $2.80 and $0.43, respectively. As of December 31, 2021 and 2020, the total unrecognized compensation related to unvested stock option awards granted was $20,792,804 and $1,947,767, respectively, which the Company expects to recognize over a weighted -average |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
DocGo Inc. and Subsidiaries [Member] | |
Leases [Line Items] | |
Leases | 14. Leases Operating Leases The Company is obligated to make rental payments under non -cancellable 2026 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 The Company’s lease agreements generally do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an appropriate imputed discount rate. The Company benchmarked itself against other companies of similar credit ratings and comparable quality and derived imputed rates, which were used to discount its real estate lease liabilities. The Company used estimated borrowing rates of 6% on January 1, 2019, for all leases that commenced prior to that date, for office spaces and transportation equipment. Lease Costs The table below comprise lease expenses for the periods ended December 31, 2021 and 2020: Components of total lease cost: December 30, 2021 December 30, 2020 Operating lease expense $ 1,993,984 $ 1,828,356 Short-term lease expense 1,012,260 175,006 Total lease cost $ 3,006,244 $ 2,003,362 Lease Position as of December 31, 2021 Right -of-use December 30, 2021 December 30, 2020 Assets Lease right-of-use assets $ 4,195,682 $ 4,997,407 Total lease assets $ 4,195,682 $ 4,997,407 Liabilities Current liabilities: Lease liability – current portion $ 1,461,335 $ 1,620,470 Noncurrent liabilities: Lease liability, net of current portion 2,980,946 3,638,254 Total lease liability $ 4,442,281 $ 5,258,724 Lease Terms and Discount Rate Weighted average remaining lease term (in years) – operating leases 4.14 Weighted average discount rate – operating leases 6.00 % Undiscounted Cash Flows Future minimum lease payments under the operating leases at December 31, 2021 are as follows: Operating 2022 $ 1,676,108 2023 1,223,423 2024 816,775 2025 828,396 2026 424,851 2027 and thereafter — Total future minimum lease payments 4,969,553 Less effects of discounting (527,272 ) Present value of future minimum lease payments $ 4,442,281 Operating lease expense approximated $1,993,984 and $1,828,356 for the years ended December 31, 2021 and 2020, respectively. For the year ended December 31, 2021, the Company made $1,993,984 of fixed cash payments related to operating leases and $2,741,784 related to finance leases. Finance Leases The Company leases vehicles under a non -cancelable Depreciation expense for the vehicles under non -cancelable Lease Payments The table below comprise lease payments for the periods ended December 31, 2021 and 2020: Components of total lease payment December 31, 2021 December 31, 2020 Finance lease payment $ 2,741,784 $ 2,122,550 Short-term lease payment — — Total lease payments $ 2,741,784 $ 2,122,550 Lease Position as of December 31, 2021 Right -of-use December 31, 2021 December 31, 2020 Assets Lease right-of-use assets $ 9,307,113 $ 7,001,644 Total lease assets $ 9,307,113 $ 7,001,644 Liabilities Current liabilities: Lease liability – current portion $ 3,271,990 $ 1,876,765 Noncurrent liabilities: Lease liability, net of current portion 6,867,420 5,496,899 Total lease liability $ 10,139,410 $ 7,373,664 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 December 31, 2021: Weighted average remaining lease term (in years) – finance leases 3.74 Weighted average discount rate – finance leases 6.02 % Undiscounted Cash Flows Future minimum lease payments under the finance leases at December 31, 2021 are as follows: Finance 2022 $ 3,793,669 2023 3,031,143 2024 1,725,470 2025 1,733,910 2026 1,073,180 2027 and thereafter — Total future minimum lease payments 11,357,372 Less effects of discounting (1,217,962 ) Present value of future minimum lease payments $ 10,139,410 |
Other Income
Other Income | 12 Months Ended |
Dec. 31, 2021 | |
DocGo Inc. and Subsidiaries [Member] | |
Other Income [Line Items] | |
Other Income | 15. Other Income In 2021, the Company recognized other loss of $40,086, net of $45,826 from realized foreign exchange loss offset by rental income of $5,740. In 2020, the Company recognized other income of $300,000 from a legal settlement in the Consolidated Statements of Operations and Comprehensive Loss for the year. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2021 | |
DocGo Inc. and Subsidiaries [Member] | |
Legal Proceedings [Line Items] | |
Legal Proceedings | 18. Legal Proceedings From time to time, the Company may be involved as a defendant in legal actions that arise in the normal course of business. In the opinion of management, the Company has adequate legal defense on all legal actions, and the results of any such proceedings would not materially impact the Consolidated Financial statements of the Company. The Company provides disclosure and records loss contingencies in accordance with the loss contingencies accounting guidance. In accordance with such guidance, the Company establishes accruals for such matters when potential losses become probable and can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the Consolidated Financial statements. As of December 31, 2021 and 2020, 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 |
Risk and Uncertainties
Risk and Uncertainties | 12 Months Ended |
Dec. 31, 2021 | |
DocGo Inc. and Subsidiaries [Member] | |
Risk and Uncertainties [Line Items] | |
Risk and Uncertainties | 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 -19 The spread of COVID -19 -wide -emergency There are two areas where the Company has experienced positive business impacts from COVID -19 -19 -19 The Company has continued to operate with several back -office The measures to contain the spread of COVID -19 -19 -19 Sources of relief available to the Company included the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020, the Paycheck Protection Program and Health Care Enhancement Act (the “PPPHCE Act”), which was enacted on April 24, 2020, and the Consolidated Appropriations Act, 2021 (the “CAA”), which was enacted on December 27, 2020. The CARES Act, PPPHCE Act and the CAA authorized funding to be distributed to hospitals and other healthcare providers through the Public Health and Social Services Emergency Fund (the “PHSSEF”). In addition, the CARES Act provide for an expansion of the Medicare Accelerated and Advance Payment Program whereby inpatient acute care hospitals and other eligible providers were able to request accelerated payment of up to 100% of their Medicare payment amount for a six -month -for-service Pandemic Relief Funds During the year ended December 31, 2020, the Company received $1,046,955 in payments through the PHSSEF and various state and local programs, net of amounts that will be repaid to HHS. The PHSSEF payments received were recognized as a reduction in cost of revenues on the income statement during the year ended December 31, 2020. The recognition of amounts received is conditioned upon the provision of care for individuals with possible or actual cases of COVID -19 The Company’s assessment of whether the terms and conditions for amounts received are reasonably assured of having been met considers, among other things, the CARES Act, the CAA and all frequently asked questions and other interpretive guidance issued by HHS, including the Post -Payment the various Post -Payment Amounts received through the PHSSEF or state and local programs that have not yet been recognized as a reduction to operating costs and expenses or otherwise have not been refunded to HHS or the various state and local agencies as of December 31, 2020, are reflected within accounts payable and accrued expenses in the consolidated balance sheet, and such unrecognized amounts may be recognized as a reduction in operating costs and expenses in future periods if the underlying conditions for recognition are met. HHS’ interpretation of the underlying terms and conditions of such PHSSEF payments, including auditing and reporting requirements, continues to evolve. Additional guidance or new and amended interpretations of existing guidance on the terms and conditions of such PHSSEF payments may result in changes in the Company’s estimate of amounts for which the terms and conditions are reasonably assured of being met, and any such changes may be material. Additionally, any such changes may result in the Company’s inability to recognize additional PHSSEF payments or may result in the derecognition of amounts previously recognized, which (in any such case) may be material. 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 -month -day |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | |
Accounting Policies, by Policy (Policies) [Line Items] | |||
Basis of Presentation | Basis of presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As described in the Company’s Form 8 -K -K | Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and nine month periods ended September 30, 2021 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2021. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10 -K | |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the derivative warrant liabilities. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates. | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley 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 or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | ||
Cash and Cash Equivalents | Cash and Cash Equivalents Cash consists of proceeds from the sale of the Private Placement Warrants held outside of the Trust Account which may be used to pay for operating expenses, including expenses associated with identifying target businesses and consummating an initial business combination. The Company considers cash equivalents to be all short -term | ||
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. At December | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | |
Derivative Warrant Liabilities | Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 -15 The Company accounts for its 6,366,666 common stock warrants issued in connection with its initial public offering (3,833,333) and Private Placement (2,533,333) as derivative warrant liabilities in accordance with ASC 815 -40 | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 -15 The 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) as derivative warrant liabilities in accordance with ASC 815 -40 | |
Class A Common Stock Subject to Possible Redemption | 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.” 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 the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Prior to consummation of the Business Combination, the Company’s Public Shares featured certain redemption rights that were considered to be outside of the Company’s control. Accordingly, at December Effective with the closing of the Initial Public Offering, the Company recognized the accretion from the initial carrying value of the Public Shares to the redemption amount, which resulted in charges to additional paid -in | ||
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the initial public offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were recorded and presented as non -operating | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred and presented as non -operating -current | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet primarily due to their short -term | ||
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income during the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. Because the future realization of tax benefits is not considered to be more likely than not, the Company provided a full valuation allowance for the deferred tax assets at December | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income during the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. Because the future realization of tax benefits is not considered to be more likely than not, the Company provided a full valuation allowance for the deferred tax assets at September 30, 2021 and December 31, 2020. ASC 740 prescribes a recognition threshold and a measurement attribute for 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 | Net Income (Loss) Per Common Share The Company complies with the 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) by the weighted average shares of common stock outstanding for the respective period. The Company 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 approximately 6,367,000 -dilutive The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the period from August 11, Class A Class B Basic and diluted net loss per common share: Numerator: Allocation of net loss $ (2,841,640 ) $ (1,381,893 ) Denominator: Basic and diluted weighted average common shares outstanding 5,911,972 2,875,000 Basic and diluted net loss per common share $ (0.48 ) $ (0.48 ) | 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) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common stock does 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 since their inclusion would be anti -dilutive 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 For the Nine Months For the 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 | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | 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 -06 -linked -06 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. | |
Restatement of Previously Issued Financial Statements | Restatement of Previously Issued Financial Statements In light of recent comment letters issued by the SEC, the management of the Company has re -evaluated -10-S99-3A -evaluation In accordance with SEC Staff Accounting Bulletin No. -Qs The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021: As Previously Reported Adjustments As Restated Balance sheet as of March 31, 2021 (unaudited) 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’ $ 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 of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: As Previously Reported Adjustments As Restated Balance sheet as of June 30, 2021 (unaudited) 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’ $ 115,464,516 $ — $ 115,464,516 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 six months ended June 30, 2021: Six Months ended June 30, 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 $ (1,052,700 ) $ 1,052,700 $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted net income (loss) per common share is presented below for the Affected Periods: 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 | ||
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Merger Sub, at September 30, 2021. Merger Sub had no assets or liabilities as of September 30, 2021. All significant inter -company | ||
Investments Held in the Trust Account | Investments Held in the Trust Account At all times prior to the consummation of the Business Combination, 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, or a combination thereof. When the Company’s investments held in the Trust Account were comprised of U.S. government securities, the investments were classified as trading securities. When the Company’s investments held in the Trust Account were comprised of money market funds, 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 in the accompanying unaudited condensed consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier 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: • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of September 30, 2021 and December 31, 2020, the carrying values of cash, accounts payable, accrued expenses and franchise tax payable approximate their fair values due to the short -term The fair value of Public Warrants and Private Placement Warrants at December 31, 2020 was determined using a Monte Carlo simulation, and at September 30, 2021 was determined by reference to the quoted price of the Public Warrants on the Nasdaq Stock Market. | ||
Class A Common Stock Subject to Possible Redemption | 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. Immediately upon the closing 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 | ||
DocGo Inc. and Subsidiaries [Member] | |||
Accounting Policies, by Policy (Policies) [Line Items] | |||
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts and operations of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions are eliminated upon consolidation. Noncontrolling interests (“NCI”) on the consolidated statements of financial condition represents the portion of consolidated joint ventures and a variable interest entity in which the Company does not have direct equity ownership. Accounts and transactions between consolidated entities have been eliminated. Certain amounts in the prior years’ consolidated statements of changes in stockholders’ equity and statements of cash flows have been reclassified to conform to the current year presentation. Pursuant to the Business Combination, the merger between Motion and Ambulnz, Inc. was accounted for as a reverse recapitalization in accordance with U.S. 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 (“ASC”), Topic 805, Business Combinations, (“ASC 805”) and was accounted for using the acquisition method of accounting. | ||
Use of Estimates | Use of Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in its financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s financial statements relate to revenue recognition related to the allowance for doubtful accounts, stock options and 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 -lived facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. | ||
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley 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 | ||
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. The Company maintains its cash and cash equivalents with financial institutions in the United States. The accounts at financial institutions in the United States are insured by the Federal Deposit Insurance Corporation (“FDIC”) and are in excess of FDIC limits. The Company had cash balances of approximately $803,000 and $323,000 with foreign financial institutions on December 31, 2021 and 2020, respectively. | ||
Concentration of Credit Risk | Concentration of Credit Risk and Off-Balance Sheet Risk The Company is potentially subject to concentration of credit risk with respect to its cash, cash equivalents and restricted cash, which the Company attempts to minimize by maintaining cash, cash equivalents and restricted cash with institutions of sound financial quality. At times, cash balances may exceed limits federally insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the funds are held. The Company has no financial instruments with off -balance | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820, Fair Value Measurements -based The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2021 and December 31, 2020. 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. | ||
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes | ||
Net Income (Loss) Per Share of Common Stock | Earnings per Share Earnings per share represents the net income attributable to stockholders divided by the weighted -average -converted -dilutive -dilutive | ||
Principles of Consolidation | Principles of Consolidation The accompanying Consolidated Financial statements include the accounts of DocGo Inc and its subsidiaries. All significant intercompany transactions and balances have been eliminated in these Consolidated Financial statements. The Company holds a variable interest which contracts with physicians and other health professionals in order to provide services to the Company. MD1 Medical Care P.C. (“MD1”) is considered a variable interest entity (“VIE”) since it does not have sufficient equity to finance its activities without additional subordinated financial support. An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits — that is, it has (1) the power to direct the activities of a VIE that most significantly impacts the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power and rights to control all activities of MD1 and funds and absorbs all losses of the VIE and appropriately consolidates MD1. Total revenue for the VIE amounted to $477,654 as of December 31, 2021. Net loss for the VIE was $122,982 as of December 31, 2021. The VIE’s total assets, all of which were current, amounted to $481,338 on December 31, 2021. Total liabilities, all of which were current for the VIE, was $906,444 on December 31, 2021. The VIE’s total stockholders’ deficit was $425,106 on December 31, 2021. The Company made payments of $1,746,736 and $298,404 to MD1 and its affiliates during the years ended December | ||
Foreign Currency | Foreign Currency Assets and liabilities of non -U | ||
Major Customer | Major Customer The Company has one customer that accounted for approximately 23% of revenue and 26% of net accounts receivable, and one customer that accounted for 26% of revenues and 24% of net accounts receivable for the year ended December | ||
Major Vendor | Major Vendor The Company has one vendor that accounted for approximately 11% of cost of sales for the years ended December 31, 2021 and 2020. The Company expects to maintain this relationship with the vendor and believe the services provided from this vendor are available from alternatives sources. | ||
Restricted Cash | Restricted Cash Cash and cash equivalents subject to contractual restrictions and not readily available are classified as restricted cash in the consolidated balance sheets. Restricted cash is classified as either a current or non -current | ||
Accounts Receivable | 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 receivables are periodically evaluated for collectability based on past credit history with payors and their current financial condition. Changes in the estimated collectability of account receivable are recorded in the results of operations for the period in which the estimate is revised. Accounts receivable deemed uncollectible are offset against the allowance for uncollectible accounts. The Company generally does not require collateral for accounts receivables. | ||
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. When an item is sold or retired, the costs and related accumulated depreciation or amortization are eliminated, and the resulting gain or loss, if any, is recorded in operating expenses in the consolidated statement of operations. The Company provides for depreciation and amortization using the straight -line Asset Category Estimated Useful Lives Buildings 39 years Office equipment and furniture 3 years Vehicles 5 – 8 years Medical equipment 5 years Leasehold improvements Shorter of useful life of asset or lease term Expenditures for repairs and maintenance are charged to expense as incurred. Expenditures that improve an asset or extend its estimated useful life are capitalized. | ||
Software Development Costs | Software Development Costs Costs incurred during the preliminary project stage, maintenance costs and routine updates and enhancements of products are charged to expense as incurred. The Company capitalizes software development costs intended for internal use in accordance with ASC 350 -40 Internal -Use Software Estimated useful lives 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 | Business Combinations The Company accounts for its business combinations under the provisions of ASC 805 -10 Business Combinations -10 -10 Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. If the business combination provides for contingent consideration, the Company records the contingent consideration at fair value at the acquisition date and any changes in fair value after the acquisition date are accounted for as measurement -period -outs -measured -related -related The estimated fair value of net assets to be acquired, including the allocation of the fair value to identifiable assets and liabilities, is determined using established valuation techniques. Management uses assumptions on the basis of historical knowledge of the business and projected financial information of the target. These assumptions may vary based on future events, perceptions of different market participants and other factors outside the control of management, and such variations may be significant to estimated values. | ||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates the recoverability of the recorded amount of long -lived -lived -lived | ||
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of the purchase price of an acquired business over the fair value of amounts assigned to assets acquired and liabilities assumed. Goodwill and indefinite -lived -lived The Company tests goodwill for impairment at the reporting unit level, which is one level below the operating segment. The Company has the option of performing a qualitative assessment to determine whether further impairment testing is necessary before performing the one -step -likely-than-not Any excess in carrying value over the estimated fair value is recorded as impairment loss and charged to the results of operations in the period such determination is made. For the periods ended December 31, 2021 and 2020, management determined that there was no impairment loss required to be recognized in the carrying value of goodwill or other intangible assets. The Company selected December 31 as its annual testing date. | ||
Line of Credit | Line of Credit The costs associated with the line of credit are deferred and recognized over the term of the Line of Credit as interest expense. | ||
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 -15 The Company accounts for its 6,366,638 common stock warrants issued in connection with its initial public offering (3,833,305) and Private Placement (2,533,333) as derivative warrant liabilities in accordance with ASC 815 -40 | ||
Related Party Transactions | Related Party Transactions The Company defines related parties as affiliates of the company, entities for which investments are accounted for by the equity method, trusts for the benefit of employees, principal owners (beneficial owners of more than 10% of the voting interest), management, and members of immediate families of principal owners or management, other parties with which the company may deal with if one party controls or can significantly influence management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Related party transactions are recorded within operating expenses in the Company’s statement of operations. For details regarding the related party transactions that occurred during the periods ended December 31, 2021 and 2020, refer to Note 16. | ||
Revenue Recognition | Revenue Recognition On January 1, 2019, the Company adopted ASU 2014 -09 Revenue from Contracts with Customers To determine revenue recognition for contractual arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1) identify each contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when (or as) the relevant performance obligation is satisfied. The Company only applies the five -step The Company generates revenues from the provision of (1) ambulance and medical transportation services (“Transportation Services”) and (2) Mobile Health services. The customer simultaneously receives and consumes the benefits provided by the Company as the performance obligations are fulfilled, therefore the Company satisfies performance obligations immediately. The Company has utilized the “right to invoice” expedient which allows an entity to recognize revenue in the amount of consideration to which the entity has the right to invoice when the amount that the Company has the right to invoice corresponds directly to the value transferred to the customer. Revenues are recorded net of an estimated contractual allowances for claims subject to contracts with responsible paying entities. The Company estimates contractual allowances at the time of billing based on contractual terms, historical collections, or other arrangements. All transaction prices are fixed and determinable which includes a fixed base rate, fixed mileage rate and an evaluation of historical collections by each payer. Nature of Our Services Revenue is primarily derived from: i. Transportation Services -emergency -emergency ii. Mobile Health Services -19 -site The Company concluded that Transportation Services and any related support activities are a single performance obligation under ASC 606. The transaction price is determined by the fixed rate usage -based As the performance associated with such services is known and quantifiable at the end of a period in which the services occurred (i.e., monthly or quarterly), revenues are typically recognized in the respective period performed. The typical billing cycle for Transportation Services and Mobile Health services is same day to 5 days with payments generally due within 30 days. For Transportation Services, the Company estimates the amount of revenues unbilled at month end and recognizes such amounts as revenue, based on available data and customer history. The Company’s Transportation Services and Mobile Health services each represent a single performance obligation. Therefore, allocation is not necessary as the transaction price (fees) for the services provided is standard and explicitly stated in the contractual fee schedule and/or invoice. The Company monitors and evaluate all contracts on a case -by-case For Transportation Services, the customer simultaneously receives and consumes the benefits provided by the Company as the performance obligations are fulfilled, therefore the Company satisfies performance obligations at the same time. For Transportation Services, where the customer pays fixed rate usage -based Disaggregation of revenue In the following table, revenue is disaggregated by as follows: Years Ended December 31, 2021 2020 Primary Geographical Markets United States $ 309,218,594 $ 88,362,445 United Kingdom 9,499,986 5,728,213 Total revenue $ 318,718,580 $ 94,090,658 Major Segments/Service Lines Transportation Services $ 84,268,817 $ 63,188,855 Mobile Health 234,449,763 30,901,803 Total revenue $ 318,718,580 $ 94,090,658 | ||
Stock Based Compensation | Stock Based Compensation The Company expenses stock -based -date -Scholes -based -based | ||
Equity Method Investment | Equity Method Investment On October 26, 2021, the Company acquired a 50% interest in RND Health Services Inc. (“RND”) for $655,876. The Company uses the equity method to account for investments in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee, but does not exercise control. The Company’s carrying value in the equity method investee is reflected in the caption “Equity method investment” on the consolidated balance sheets. Changes in value of RND are recorded in “Loss from equity method investment” on the consolidated statements of operations. 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 On November 1, 2021, the Company acquired a 20% interest in National Providers Association, LLC (“NPA”) for $30,000. The Company uses the equity method to account for investments in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee, but does not exercise control. The Company’s carrying value in the equity method investee is reflected in the caption “Equity method investment” on the consolidated balance sheets. Changes in value of NPA are recorded in “Loss from equity method investment” on the consolidated statements of operations. 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 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 | Leases The Company categorizes leases at its inception as either operating or finance leases based on the criteria in ASC 842, Leases Leases -of-Use -current 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 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 -lease -lease -term -10-25-2 -term -Term | ||
Recently Issued Accounting Standards Not Yet Adopted | Recently Issued Accounting Standards Not Yet Adopted In January 2020, the FASB issued ASU 2020 -01 Investments -Equity Securities (“ ), Investments -Equity Method and Joint Ventures (“ ), and Derivatives and Hedging (“ ) -Clarifying the Interactions between ASC 321, ASC 323, and ASC 815 (a consensus of the Emerging Issues Task Force) In December 2019, the FASB issued ASU 2019 -12 Income Taxes (“ Simplifying the Accounting for Income Taxes -12 -12 -12 In June 2016, the FASB issued ASU 2016 -13 Financial Instruments — Credit Losses (“ ): Measurement of Credit Losses on Financial Instruments -looking -for-sale an entity will have to disclose significantly more information about allowances, credit quality indicators and past due securities. The new standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and will be applied as a cumulative -effect In May 2021, the FASB issued ASU 2021 -04 Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity -Classified Written Call Options -classified In October 2021, the FASB issued ASU 2021 -08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers -08 |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | ||
Schedule of effects of restatements on previously issued financial statements | As Adjustments As Restated Balance sheet as of October 19, 2020 (audited) Warrant liabilities $ — $ 5,157,000 $ 5,157,000 Class A common stock subject to possible redemption 107,104,620 (5,157,000 ) 101,947,620 Class A common stock 79 52 131 Additional paid-in capital 5,004,204 191,060 5,195,264 Accumulated deficit (4,608 ) (191,112 ) (195,720 ) Balance sheet as of December 31, 2020 (audited) Warrant liabilities $ — $ 9,040,670 $ 9,040,670 Class A common stock subject to possible redemption 106,882,750 (9,040,670 ) 97,842,080 Class A common stock 81 91 172 Additional paid-in capital 5,148,390 4,074,691 9,223,081 Accumulated deficit (148,751 ) (4,074,782 ) (4,223,533 ) Statement of Operations for the period from August 11, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liabilities $ — $ 3,883,670 $ 3,883,670 Offering expense associated with warrant liabilities — 191,112 191,112 Net loss (148,751 ) (4,074,782 ) (4,223,533 ) Basic and diluted net loss per share, Class B common stock (0.06 ) (1.42 ) (1.48 ) Statement of Cash Flows for the period from August 11, 2020 (inception) to December 31, 2020 (audited) Net loss $ (148,751 ) $ (4,074,782 ) $ (4,223,533 ) Offering costs allocable to warrant liabilities — 191,112 191,112 Change in fair value of warrant liabilities — 3,883,670 3,883,670 Initial classification of Class A common shares subject to possible redemption 107,104,620 (5,157,000 ) 101,947,620 Change in value of Class A common shares subject to possible redemption (221,870 ) (3,883,670 ) (4,105,540 ) Balance sheet as of October 19, 2020 (audited) As Previously Adjustments As Restated Total assets $ 116,390,976 — $ 116,390,976 Total liabilities $ 9,443,350 — $ 9,443,350 Class A common stock subject to possible redemption 101,947,620 13,052,380 115,000,000 Preferred stock — — — Class A common stock 131 (131 ) — Class B common stock 331 — 331 Additional paid-in capital 5,195,264 (5,195,264 ) — Accumulated deficit (195,720 ) (7,856,985 ) (8,052,705 ) Total stockholders’ equity (deficit) $ 5,000,006 $ (13,052,380 ) $ (8,052,374 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 116,390,976 $ — $ 116,390,976 Balance sheet as of December 31, 2020 (audited) As Previously Adjustments As Restated Total assets $ 116,067,608 — $ 116,067,608 Total liabilities $ 13,225,520 — $ 13,225,520 Class A common stock subject to possible redemption 97,842,080 17,157,920 115,000,000 Preferred stock — — — Class A common stock 172 (172 ) — Class B common stock 288 — 288 Additional paid-in capital 9,223,081 (9,223,081 ) — Accumulated deficit (4,223,533 ) (7,934,667 ) (12,158,200 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (17,157,920 ) $ (12,157,912 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 116,067,608 $ — $ 116,067,608 For the Period From August 11, 2020 (Inception) Through December 31, 2020 As Previously Adjustments As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 101,947,620 $ (101,947,620 ) $ — Change in value of Class A common stock subject to possible redemption $ (4,105,540 ) $ 4,105,540 $ — Net Loss Per Share For the Period From August 11, 2020 (Inception) Through December 31, 2020 As Previously Restated and Reported in Form 10-K/A Amendment No. 1 Adjustments As Restated Net loss $ (4,223,533 ) $ — $ (4,223,533 ) Weighted average shares outstanding – Class A common stock 11,500,000 (5,588,028 ) 5,911,972 Basic and diluted net loss per share – Class A common stock $ 0.00 $ (0.48 ) $ (0.48 ) 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 $ (1.48 ) $ 1.00 $ (0.48 ) | As Previously Reported Adjustments As Restated Balance sheet as of March 31, 2021 (unaudited) 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’ $ 115,725,964 $ — $ 115,725,964 As Previously Reported Adjustments As Restated Balance sheet as of June 30, 2021 (unaudited) 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’ $ 115,464,516 $ — $ 115,464,516 |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Tables) | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | |
Basis of Presentation and Significant Accounting Policies (Tables) [Line Items] | |||
Schedule of basic and diluted net loss per share for each class of common stock | For the period from August 11, Class A Class B Basic and diluted net loss per common share: Numerator: Allocation of net loss $ (2,841,640 ) $ (1,381,893 ) Denominator: Basic and diluted weighted average common shares outstanding 5,911,972 2,875,000 Basic and diluted net loss per common share $ (0.48 ) $ (0.48 ) | For the Three Months For the Nine Months For the 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 ) $ — | |
Schedule of financial statement | As Adjustments As Restated Balance sheet as of October 19, 2020 (audited) Warrant liabilities $ — $ 5,157,000 $ 5,157,000 Class A common stock subject to possible redemption 107,104,620 (5,157,000 ) 101,947,620 Class A common stock 79 52 131 Additional paid-in capital 5,004,204 191,060 5,195,264 Accumulated deficit (4,608 ) (191,112 ) (195,720 ) Balance sheet as of December 31, 2020 (audited) Warrant liabilities $ — $ 9,040,670 $ 9,040,670 Class A common stock subject to possible redemption 106,882,750 (9,040,670 ) 97,842,080 Class A common stock 81 91 172 Additional paid-in capital 5,148,390 4,074,691 9,223,081 Accumulated deficit (148,751 ) (4,074,782 ) (4,223,533 ) Statement of Operations for the period from August 11, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liabilities $ — $ 3,883,670 $ 3,883,670 Offering expense associated with warrant liabilities — 191,112 191,112 Net loss (148,751 ) (4,074,782 ) (4,223,533 ) Basic and diluted net loss per share, Class B common stock (0.06 ) (1.42 ) (1.48 ) Statement of Cash Flows for the period from August 11, 2020 (inception) to December 31, 2020 (audited) Net loss $ (148,751 ) $ (4,074,782 ) $ (4,223,533 ) Offering costs allocable to warrant liabilities — 191,112 191,112 Change in fair value of warrant liabilities — 3,883,670 3,883,670 Initial classification of Class A common shares subject to possible redemption 107,104,620 (5,157,000 ) 101,947,620 Change in value of Class A common shares subject to possible redemption (221,870 ) (3,883,670 ) (4,105,540 ) Balance sheet as of October 19, 2020 (audited) As Previously Adjustments As Restated Total assets $ 116,390,976 — $ 116,390,976 Total liabilities $ 9,443,350 — $ 9,443,350 Class A common stock subject to possible redemption 101,947,620 13,052,380 115,000,000 Preferred stock — — — Class A common stock 131 (131 ) — Class B common stock 331 — 331 Additional paid-in capital 5,195,264 (5,195,264 ) — Accumulated deficit (195,720 ) (7,856,985 ) (8,052,705 ) Total stockholders’ equity (deficit) $ 5,000,006 $ (13,052,380 ) $ (8,052,374 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 116,390,976 $ — $ 116,390,976 Balance sheet as of December 31, 2020 (audited) As Previously Adjustments As Restated Total assets $ 116,067,608 — $ 116,067,608 Total liabilities $ 13,225,520 — $ 13,225,520 Class A common stock subject to possible redemption 97,842,080 17,157,920 115,000,000 Preferred stock — — — Class A common stock 172 (172 ) — Class B common stock 288 — 288 Additional paid-in capital 9,223,081 (9,223,081 ) — Accumulated deficit (4,223,533 ) (7,934,667 ) (12,158,200 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (17,157,920 ) $ (12,157,912 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 116,067,608 $ — $ 116,067,608 For the Period From August 11, 2020 (Inception) Through December 31, 2020 As Previously Adjustments As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 101,947,620 $ (101,947,620 ) $ — Change in value of Class A common stock subject to possible redemption $ (4,105,540 ) $ 4,105,540 $ — Net Loss Per Share For the Period From August 11, 2020 (Inception) Through December 31, 2020 As Previously Restated and Reported in Form 10-K/A Amendment No. 1 Adjustments As Restated Net loss $ (4,223,533 ) $ — $ (4,223,533 ) Weighted average shares outstanding – Class A common stock 11,500,000 (5,588,028 ) 5,911,972 Basic and diluted net loss per share – Class A common stock $ 0.00 $ (0.48 ) $ (0.48 ) 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 $ (1.48 ) $ 1.00 $ (0.48 ) | As Previously Reported Adjustments As Restated Balance sheet as of March 31, 2021 (unaudited) 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’ $ 115,725,964 $ — $ 115,725,964 As Previously Reported Adjustments As Restated Balance sheet as of June 30, 2021 (unaudited) 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’ $ 115,464,516 $ — $ 115,464,516 | |
Schedule of supplemental disclosure of noncash financing activities | 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 ) $ — As Previously Reported Adjustments As Restated Supplemental Disclosure of Noncash Financing Activities: Change in value of Class A common stock subject to possible redemption $ (1,052,700 ) $ 1,052,700 $ — | ||
Schedule of weighted average shares outstanding and basic and diluted net income (loss) per common share | 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 ) 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 ) | ||
DocGo Inc. and Subsidiaries [Member] | |||
Basis of Presentation and Significant Accounting Policies (Tables) [Line Items] | |||
Summary of estimated useful live | Asset Category Estimated Useful Lives Buildings 39 years Office equipment and furniture 3 years Vehicles 5 – 8 years Medical equipment 5 years Leasehold improvements Shorter of useful life of asset or lease term | ||
Schedule of revenue disaggregated | Years Ended December 31, 2021 2020 Primary Geographical Markets United States $ 309,218,594 $ 88,362,445 United Kingdom 9,499,986 5,728,213 Total revenue $ 318,718,580 $ 94,090,658 Major Segments/Service Lines Transportation Services $ 84,268,817 $ 63,188,855 Mobile Health 234,449,763 30,901,803 Total revenue $ 318,718,580 $ 94,090,658 |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Class A Common Stock Subject To Possible Redemption [Abstract] | ||
Schedule of Class A common stock reported in temporary equity of condensed consolidated balance sheets | 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 | 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 Measurements (Tables
Fair Value Measurements (Tables) | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||
Schedule of gross holding gains and fair value held-to-maturity securities | Held-To-Maturity Securities Carrying Value at Gross Unrealized Holding Gain Fair Value - Quoted Prices U.S. Treasury Bills (mature on February 18, 2021) $ 115,019,335 $ 4,462 $ 115,024,797 | |
Schedule of financial assets and liabilities that are measured at fair value on a recurring basis | December 31, Quoted Significant Significant Warrant Liabilities – Public Warrants $ 5,443,335 $ — $ — $ 5,443,335 Warrant Liabilities – Private Warrants $ 3,597,335 $ — $ — $ 3,597,335 | 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 |
Schedule of quantitative information regarding Level 3 fair value measurements | At As of Stock price $ — $ 10.15 Strike price $ 11.50 $ 11.50 Term (in years) 5.0 5.0 Volatility 16.3 % 21.2 % Risk-free rate 0.34 % 0.34 % Dividend yield 0.0 % 0.0 % Probability of completing a Business Combination 70.0 % 70.0 % | |
Schedule of changes in fair value of warrant liabilities | Public Private Placement Total Fair value as of August 11, 2020 (inception) $ — $ — $ — Initial measurement on October 19, 2020 3,105,000 2,052,000 5,157,000 Change in fair value recognized in earnings 2,338,335 1,545,335 3,883,670 Fair value as of December 31, 2020 $ 5,443,335 $ 3,597,335 $ 9,040,670 | Public Private Placement Warrants Total 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 |
Income Taxes (Tables)
Income Taxes (Tables) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Income Taxes (Tables) [Line Items] | ||
Schedule of income tax provision (benefit) | Current Federal $ (12,204 ) State — Deferred Federal (19,009 ) State — Change in valuation allowance 31,213 Income tax provision (benefit) $ — | |
Schedule of net deferred tax assets | Deferred tax asset Net operating loss carryforward $ 12,204 Startup/organizational costs 19,009 Total deferred tax assets 31,213 Valuation allowance (31,213 ) Deferred tax assets, net of allowance $ — | |
Schedule of effective tax rate | Tax benefit at statutory federal income tax rate (21.0 )% Permanent book/tax difference 20.3 % Valuation allowance 0.7 % Income tax provision (benefit) 0.0 % | |
DocGo Inc. and Subsidiaries [Member] | ||
Income Taxes (Tables) [Line Items] | ||
Schedule of income tax provision (benefit) | For the Years Ended 2021 2020 Current: Federal $ 295,956 $ — State and local 319,741 167,443 Foreign — — 615,697 167,443 Deferred: Federal $ — $ — State and local — — Foreign — — — — Total income tax expense (benefit) $ 615,697 $ 167,443 | |
Schedule of net deferred tax assets | For the Years Ended 2021 2020 Deferred tax assets (liabilities): Net operating loss carryforwards $ 17,153,341 $ 21,936,556 Allowance for doubtful accounts 874,029 2,323,541 Amortization (582,284 ) (533,178 ) Prepaid expenses (411,798 ) (207,162 ) Property and equipment (2,245,003 ) (1,447,130 ) Research and development expense (580,497 ) (622,980 ) Accrued bonus 1,414,357 — Stock compensation 883,317 592,967 Other 197,218 (11,313 ) Net deferred tax assets 16,702,680 22,031,301 Valuation allowance (16,702,680 ) (22,031,301 ) Deferred tax assets, net of allowance $ — $ — | |
Schedule of effective tax rate | For the Years Ended 2021 2020 Statutory federal income tax benefit 21.00 % 21.00 % Permanent items (2.71 )% 0.44 % State taxes, net of federal tax benefit 5.99 % 8.02 % Effects of Rates Different From Statutory (0.06 )% 0.00 % Rate Change 0.00 % 0.00 % Other (0.71 )% 0.00 % Change in valuation allowance (20.98 )% (28.36 )% Income tax provision/(benefit) 2.53 % 1.10 % |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
DocGo Inc. and Subsidiaries [Member] | |
Property and Equipment, net (Tables) [Line Items] | |
Schedule of property and equipment net | December 31, 2021 December 31, 2020 Office equipment and furniture $ 1,977,808 $ 1,044,555 Buildings 527,284 200,000 Land 37,800 37,800 Transportation equipment 13,772,251 10,418,045 Medical equipment 3,949,566 2,681,510 Leasehold improvements 616,446 593,300 20,881,155 14,975,210 Less: accumulated depreciation (8,147,266 ) (5,869,613 ) Property and equipment, net $ 12,733,889 $ 9,105,597 |
Acquisition of Businesses and_2
Acquisition of Businesses and Asset Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
DocGo Inc. and Subsidiaries [Member] | |
Acquisition of Businesses and Asset Acquisitions (Tables) [Line Items] | |
Schedule of allocated based on the purchase price | Consideration: Cash consideration $ 465,000 Contingent consideration – collection of accounts receivable 372,168 Total consideration $ 837,168 Recognized amounts of identifiable assets acquired and liabilities assumed Accounts receivable $ 744,336 Other current assets 3,427 Property, plant and equipment 372,800 Intangible assets 200,000 Total identifiable assets acquired 1,320,563 Notes payable 372,921 Accounts receivable collections payable 372,168 Accounts payable and accrued expenses 41,423 Total liabilities assumed 786,512 Goodwill 303,117 Total purchase price $ 837,168 Consideration: Cash consideration: Paid at transaction date $ 1,300,000 Cash at closing 600,000 Liabilities assumed: Lease liabilities 124,233 Loans 278,828 Line of credit 25,881 Total consideration $ 2,328,942 Recognized amounts of identifiable assets and liabilities assumed: Vehicles $ 45,500 Equipment 82,800 ROU assets 124,233 Total tangible assets acquired $ 252,533 Goodwill $ 2,076,409 Total assets acquired $ 2,328,942 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
DocGo Inc. and Subsidiaries [Member] | |
Goodwill (Tables) [Line Items] | |
Schedule changes in carrying value of goodwill | Carrying Balance at December 31, 2019 $ 6,307,440 Goodwill acquired during the period 303,117 Balance at December 31, 2020 $ 6,610,557 Goodwill acquired during the period 2,076,409 Balance at December 31, 2021 $ 8,686,966 |
Intangibles (Tables)
Intangibles (Tables) - DocGo Inc. and Subsidiaries [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Intangibles (Tables) [Line Items] | |
Schedule of amortization expense | December 31, 2021 Estimated Gross 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 December 31, 2020 Estimated Gross Additions Accumulated Net Patents 15 years $ 17,197 $ 6,185 $ (4,107 ) $ 19,275 Computer software 5 years 279,249 14,899 (161,332 ) 132,816 Operating licenses Indefinite 8,175,514 200,000 — 8,375,514 Internally developed software 4 – 5 years 2,256,001 1,933,661 (2,043,161 ) 2,146,501 $ 10,727,961 $ 2,154,745 $ (2,208,600 ) $ 10,674,106 |
Schedule of future amortization expense | Amortization 2022 $ 1,261,541 2023 685,914 2024 186,282 2025 139,474 2026 3,245 Thereafter 26,079 Total $ 2,302,535 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
DocGo Inc. and Subsidiaries [Member] | |
Accrued Liabilities (Tables) [Line Items] | |
Schedule of accrued liabilities | December 31, 2021 December 31, 2020 Accrued bonus $ 7,260,456 $ 1,000,000 Accrued lab fees 4,885,539 4,267,665 Accrued payroll 3,539,301 2,409,105 Medicare advance 975,415 2,397,024 FICA/Medicare liability 739,629 1,793,551 Accrued general expenses 3,497,418 437,684 Accrued subcontractors 9,564,833 — Accrued fuel and maintenance 450,842 181,195 Accrued workers compensation 2,259,571 538,897 Other current liabilities 736,021 50,000 Accrued legal fees 1,143,629 1,172,425 Credit card payable 58,223 6,892 Total accrued liabilities $ 35,110,877 $ 14,254,438 |
Notes Payable (Tables)
Notes Payable (Tables) - DocGo Inc. and Subsidiaries [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable (Tables) [Line Items] | |
Schedule of notes payable | December 31, December 31, Equipment and financing loans payable, between 2.5% and 7.5% interest and maturing between January 2022 and May 2051 $ 1,903,288 $ 1,116,184 Loan received pursuant to the Payroll Protection Program Term Note — 142,667 Total notes payable 1,903,288 1,258,851 Less: current portion of notes payable $ 600,449 $ 664,357 Total non-current portion of notes payable $ 1,302,839 $ 594,494 |
Schedule of future minimum annual maturities of notes payable | Notes 2022 561,863 2023 485,390 2024 326,565 2025 248,120 2026 149,536 Thereafter 131,814 Total maturities $ 1,903,288 Current portion of notes payable (600,449 ) Long-term portion of notes payable $ 1,302,839 |
Business Segment Information (T
Business Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
DocGo Inc. and Subsidiaries [Member] | |
Business Segment Information (Tables) [Line Items] | |
Schedule of operating results for business segments | Transportation Services Mobile Health Services Total As of Year Ended December 31, 2021 Revenues $ 84,268,817 $ 234,449,763 $ 318,718,580 Income (loss) from operations (26,365,962 ) 41,723,260 15,357,298 Total assets $ 229,206,964 $ 80,395,688 $ 309,602,652 Depreciation and amortization expense $ 5,508,679 $ 2,002,900 $ 7,511,579 Stock compensation $ 592,664 $ 783,689 $ 1,376,353 Long-lived assets $ 28,814,481 $ 3,284,423 $ 32,098,904 As of Year Ended December 31, 2020 Revenues $ 63,188,855 $ 30,901,803 $ 94,090,658 Income (loss) from operations (19,285,424 ) 4,527,741 (14,757,683 ) Total assets $ 88,632,928 $ 11,539,435 $ 100,172,363 Depreciation and amortization expense $ 5,496,769 $ 10,886 $ 5,507,655 Stock compensation $ 687,072 $ — $ 687,072 Long-lived assets $ 25,710,265 $ 679,995 $ 26,390,260 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) - DocGo Inc. and Subsidiaries [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Stock Based Compensation (Tables) [Line Items] | |
Schedule of fair value of the sole stock option grant | Year Ended December 31, 2021 2020 Risk-free interest rate 0.12% – 0.67% 0.14% – 1.58% Expected term (in years) 1 – 5 2 Volatility 63% – 65% 44.48% Dividend yield 0% 0% |
Schedule of stock option activity under the Plan | Options Weighted Weighted Aggregate Outstanding at January 1, 2019 2,741,867 $ 2.19 7.81 $ 1,344,800 Granted/ Vested during the year 1,322,548 1.59 10.01 Exercised during the year — — — Cancelled during the year (451,602 ) 6.36 — Balance, December 31, 2019 3,612,813 1.92 7.74 $ 1,344,800 Granted/ Vested during the year 1,035,523 1.66 9.11 Exercised during the year — — — Cancelled during the year (12,438 ) — — Balance, December 31, 2020 4,635,898 $ 1.84 7.28 $ 8,129,671 Granted/ Vested during the year 5,495,095 2.88 9.80 — Exercised during the year (1,235,130 ) 0.50 4.32 — Cancelled during the year (472,891 ) 2.37 7.93 — Balance, December 31, 2021 8,422,972 6.21 8.77 $ 24,706,020 Options vested and exercisable at December 31, 2021 2,378,212 $ 2.88 6.91 $ 15,914,624 |
Leases (Tables)
Leases (Tables) - DocGo Inc. and Subsidiaries [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Leases (Tables) [Line Items] | |
Schedule of comprise lease expenses | Components of total lease cost: December 30, 2021 December 30, 2020 Operating lease expense $ 1,993,984 $ 1,828,356 Short-term lease expense 1,012,260 175,006 Total lease cost $ 3,006,244 $ 2,003,362 Components of total lease payment December 31, 2021 December 31, 2020 Finance lease payment $ 2,741,784 $ 2,122,550 Short-term lease payment — — Total lease payments $ 2,741,784 $ 2,122,550 |
Schedule of supplemental balance sheet information | December 30, 2021 December 30, 2020 Assets Lease right-of-use assets $ 4,195,682 $ 4,997,407 Total lease assets $ 4,195,682 $ 4,997,407 Liabilities Current liabilities: Lease liability – current portion $ 1,461,335 $ 1,620,470 Noncurrent liabilities: Lease liability, net of current portion 2,980,946 3,638,254 Total lease liability $ 4,442,281 $ 5,258,724 December 31, 2021 December 31, 2020 Assets Lease right-of-use assets $ 9,307,113 $ 7,001,644 Total lease assets $ 9,307,113 $ 7,001,644 Liabilities Current liabilities: Lease liability – current portion $ 3,271,990 $ 1,876,765 Noncurrent liabilities: Lease liability, net of current portion 6,867,420 5,496,899 Total lease liability $ 10,139,410 $ 7,373,664 |
Schedule of weighted average remaining lease term and the weighted average discount rate | Weighted average remaining lease term (in years) – operating leases 4.14 Weighted average discount rate – operating leases 6.00 % Weighted average remaining lease term (in years) – finance leases 3.74 Weighted average discount rate – finance leases 6.02 % |
Schedule of maturities of operating lease liabilities | Operating 2022 $ 1,676,108 2023 1,223,423 2024 816,775 2025 828,396 2026 424,851 2027 and thereafter — Total future minimum lease payments 4,969,553 Less effects of discounting (527,272 ) Present value of future minimum lease payments $ 4,442,281 Finance 2022 $ 3,793,669 2023 3,031,143 2024 1,725,470 2025 1,733,910 2026 1,073,180 2027 and thereafter — Total future minimum lease payments 11,357,372 Less effects of discounting (1,217,962 ) Present value of future minimum lease payments $ 10,139,410 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Aug. 12, 2020 | Aug. 12, 2020 | Oct. 19, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | Oct. 19, 2021 | |
Description of Organization and Business Operations (Details) [Line Items] | ||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||||
Price per unit (in Dollars per share) | $ 10 | $ 0.0001 | ||||||
Gross proceeds | [1] | $ 25,000 | ||||||
Deferred underwriting commissions | $ 4,000,000 | |||||||
Number of additional units purchased (in Shares) | 1,725,000 | |||||||
Percentage of fair market value of assets held in trust account | 80.00% | 80.00% | ||||||
Percentage of redemption of public shares | 100.00% | 100.00% | ||||||
Interest to pay dissolution expenses | 71,000 | $ 100,000 | ||||||
Cash held in trust account | $ 115,020,078 | $ 115,000,482 | ||||||
Net of transaction fees | $ 10,400,000 | |||||||
Net tangible asset cause by redeem of public shares | 59,000 | |||||||
Working capital | $ 47,000 | |||||||
DocGo Inc. and Subsidiaries [Member] | ||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||||
Net proceeds | $ 158,000,000 | |||||||
Transaction costs | 9,600,000 | |||||||
Underwriters’ fees | 114,600,000 | |||||||
Business Combination [Member] | ||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||
Business combination acquire percentage | 50.00% | 50.00% | ||||||
Chief Executive Officer [Member] | ||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||
Amount of offering costs incurred | $ 25,000 | $ 25,000 | $ 25,000 | |||||
Initial Public Offering [Member] | ||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||
Price per unit (in Dollars per share) | $ 11,500,000 | |||||||
Deferred underwriting commissions | $ 4,000,000 | |||||||
Net proceeds from sale of units | $ 115,000,000 | $ 115,000,000 | ||||||
Net proceeds per unit (in Dollars per share) | $ 10 | $ 10 | ||||||
Initial public offering price per unit (in Dollars per share) | $ 10 | |||||||
Initial Public Offering [Member] | DocGo Inc. and Subsidiaries [Member] | ||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||
Cash held in trust account | $ 43,400,000 | |||||||
Private Placement [Member] | ||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||
Number of units issued (in Shares) | 2,533,333 | 2,533,333 | ||||||
Price per unit (in Dollars per share) | $ 10 | $ 1.5 | $ 1.5 | |||||
Gross proceeds | $ 3,800,000 | $ 3,800,000 | ||||||
Class A Common Stock [Member] | ||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Number of units issued (in Shares) | 11,500,000 | |||||||
Price per unit (in Dollars per share) | $ 11.5 | |||||||
Class A Common Stock [Member] | Initial Public Offering [Member] | ||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||
Number of units issued (in Shares) | 11,500,000 | |||||||
Price per unit (in Dollars per share) | $ 10 | $ 10 | ||||||
Gross proceeds | $ 115,000,000 | $ 115,000,000 | ||||||
Amount of offering costs incurred | 6,700,000 | $ 6,700,000 | ||||||
Deferred underwriting commissions | $ 4,000,000 | |||||||
[1] | On October 14, 2020, the Sponsor effected a surrender of 431,250 Class B common shares to the Company for no consideration, resulting in a decrease in the total number of Class B common shares then outstanding from 3,737,500 to 3,306,250 (see Note 5). |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) | 5 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Condensed Financial Information Disclosure [Abstract] | |
Intangible assets | $ 5,000,001 |
Additional paid in capital | 5,200,000 |
Accumulated deficit | $ 7,900,000 |
Reclassification of shares (in Shares) | shares | 1,305,238 |
Redemption value per share (in Dollars per share) | $ / shares | $ 10 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of effects of restatements on previously issued financial statements - USD ($) | 5 Months Ended | |||
Dec. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Oct. 19, 2020 | |
As Previously Reported [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Warrant liabilities | ||||
Class A common stock subject to possible redemption (in Shares) | 106,882,750 | 96,789,380 | 99,831,950 | 107,104,620 |
Preferred stock | ||||
Class A common stock (in Shares) | 81 | 79 | ||
Class B common stock | 182 | 152 | ||
Additional paid-in capital | $ 5,148,390 | 10,275,771 | 7,233,231 | $ 5,004,204 |
Accumulated deficit | (148,751) | $ (5,276,232) | $ (2,233,665) | $ (4,608) |
Change in fair value of warrant liabilities | ||||
Initial classification of Class A common shares subject to possible redemption | 107,104,620 | |||
Change in value of Class A common shares subject to possible redemption | (221,870) | |||
Offering expense associated with warrant liabilities | ||||
Net loss | $ (148,751) | |||
Basic and diluted net loss per share (in Dollars per share) | $ (0.06) | |||
As Previously Reported [Member] | As Previously Restated And Reported In Form Ten Ka Amendment No One [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Class A common stock subject to possible redemption (in Shares) | 97,842,080 | 101,947,620 | ||
Preferred stock | ||||
Class A common stock (in Shares) | 172 | 131 | ||
Class B common stock | $ 288 | $ 331 | ||
Additional paid-in capital | 9,223,081 | 5,195,264 | ||
Accumulated deficit | (4,223,533) | (195,720) | ||
Total stockholders’ equity (deficit) | 5,000,008 | 5,000,006 | ||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) | 116,067,608 | 116,390,976 | ||
Initial classification of Class A common shares subject to possible redemption | 101,947,620 | |||
Change in value of Class A common shares subject to possible redemption | (4,105,540) | |||
Total assets | 116,067,608 | 116,390,976 | ||
Total liabilities | 13,225,520 | 9,443,350 | ||
Net loss | $ (4,223,533) | |||
Weighted average shares outstanding – Class A common stock (in Shares) | 11,500,000 | |||
Basic and diluted net loss per share – Class A common stock (in Dollars per share) | $ 0 | |||
Weighted average shares outstanding – Class B common stock (in Shares) | 2,875,000 | |||
Basic and diluted net loss per share – Class B common stock (in Dollars per share) | $ (1.48) | |||
Adjustments [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Warrant liabilities | $ 9,040,670 | $ 5,157,000 | ||
Class A common stock subject to possible redemption (in Shares) | (9,040,670) | 18,210,620 | 15,168,050 | (5,157,000) |
Preferred stock | ||||
Class A common stock (in Shares) | 91 | 52 | ||
Class B common stock | (182) | (152) | ||
Additional paid-in capital | $ 4,074,691 | (10,275,771) | (7,233,231) | $ 191,060 |
Accumulated deficit | (4,074,782) | $ (7,934,667) | $ (7,934,667) | $ (191,112) |
Change in fair value of warrant liabilities | 3,883,670 | |||
Initial classification of Class A common shares subject to possible redemption | (5,157,000) | |||
Change in value of Class A common shares subject to possible redemption | (3,883,670) | |||
Offering expense associated with warrant liabilities | 191,112 | |||
Net loss | $ (4,074,782) | |||
Basic and diluted net loss per share (in Dollars per share) | $ (1.42) | |||
Adjustments [Member] | As Previously Restated And Reported In Form Ten Ka Amendment No One [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Class A common stock subject to possible redemption (in Shares) | 17,157,920 | 13,052,380 | ||
Preferred stock | ||||
Class A common stock (in Shares) | (172) | (131) | ||
Class B common stock | ||||
Additional paid-in capital | (9,223,081) | (5,195,264) | ||
Accumulated deficit | (7,934,667) | (7,856,985) | ||
Total stockholders’ equity (deficit) | (17,157,920) | (13,052,380) | ||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) | ||||
Initial classification of Class A common shares subject to possible redemption | (101,947,620) | |||
Change in value of Class A common shares subject to possible redemption | 4,105,540 | |||
Total assets | ||||
Total liabilities | ||||
Net loss | ||||
Weighted average shares outstanding – Class A common stock (in Shares) | (5,588,028) | |||
Basic and diluted net loss per share – Class A common stock (in Dollars per share) | $ (0.48) | |||
Weighted average shares outstanding – Class B common stock (in Shares) | ||||
Basic and diluted net loss per share – Class B common stock (in Dollars per share) | $ 1 | |||
As Restated [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Warrant liabilities | $ 9,040,670 | $ 5,157,000 | ||
Class A common stock subject to possible redemption (in Shares) | 97,842,080 | 115,000,000 | 115,000,000 | 101,947,620 |
Preferred stock | ||||
Class A common stock (in Shares) | 172 | 131 | ||
Class B common stock | ||||
Additional paid-in capital | $ 9,223,081 | $ 5,195,264 | ||
Accumulated deficit | (4,223,533) | $ (13,210,899) | $ (10,168,332) | $ (195,720) |
Change in fair value of warrant liabilities | 3,883,670 | |||
Initial classification of Class A common shares subject to possible redemption | 101,947,620 | |||
Change in value of Class A common shares subject to possible redemption | (4,105,540) | |||
Offering expense associated with warrant liabilities | 191,112 | |||
Net loss | $ (4,223,533) | |||
Basic and diluted net loss per share (in Dollars per share) | $ (1.48) | |||
As Restated [Member] | As Previously Restated And Reported In Form Ten Ka Amendment No One [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Class A common stock subject to possible redemption (in Shares) | 115,000,000 | 115,000,000 | ||
Preferred stock | ||||
Class A common stock (in Shares) | ||||
Class B common stock | $ 288 | $ 331 | ||
Additional paid-in capital | ||||
Accumulated deficit | (12,158,200) | (8,052,705) | ||
Total stockholders’ equity (deficit) | (12,157,912) | (8,052,374) | ||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) | 116,067,608 | 116,390,976 | ||
Initial classification of Class A common shares subject to possible redemption | ||||
Change in value of Class A common shares subject to possible redemption | ||||
Total assets | 116,067,608 | 116,390,976 | ||
Total liabilities | 13,225,520 | $ 9,443,350 | ||
Net loss | $ (4,223,533) | |||
Weighted average shares outstanding – Class A common stock (in Shares) | 5,911,972 | |||
Basic and diluted net loss per share – Class A common stock (in Dollars per share) | $ (0.48) | |||
Weighted average shares outstanding – Class B common stock (in Shares) | 2,875,000 | |||
Basic and diluted net loss per share – Class B common stock (in Dollars per share) | $ (0.48) |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Details) | 5 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2020USD ($)shares | Sep. 30, 2021USD ($)shares | Dec. 31, 2021USD ($)shares | Dec. 30, 2020USD ($) | Dec. 31, 2021EGP (ج.م.)shares | Nov. 01, 2021USD ($) | Oct. 26, 2021USD ($) | Nov. 20, 2020USD ($) | Oct. 19, 2020shares | |
Basis of Presentation and Significant Accounting Policies (Details) [Line Items] | |||||||||
Federal depository insurance coverage | $ 250,000 | ||||||||
warrants issued | $ 6,366,666 | ||||||||
Temporary equity stated shares (in Shares) | shares | 11,500,000 | ||||||||
Offering Costs | $ 6,793,491 | ||||||||
Underwriting Fees | 2,300,000 | ||||||||
Deferred underwriting fees | 4,025,000 | ||||||||
Other offering costs | 468,491 | ||||||||
Expenses | 191,112 | ||||||||
Made payments | 298,404 | $ 1,746,736 | |||||||
Common stock issued (in Shares) | shares | 11,500,000 | ||||||||
Federal deposit insurance coverage | $ 250,000 | ||||||||
Aggregate shares of common stock (in Shares) | shares | 6,366,666 | ||||||||
DocGo Inc. and Subsidiaries [Member] | |||||||||
Basis of Presentation and Significant Accounting Policies (Details) [Line Items] | |||||||||
Total revenue | $ 94,090,658 | $ 318,718,580 | |||||||
Revenue, percentage | 26.00% | 23.00% | |||||||
Net accounts receivable | $ 0.24 | $ 0.26 | |||||||
Cost of sales, percentage | 11.00% | 11.00% | |||||||
Cash | $ 323,000 | $ 803,000 | $ 465,000 | ||||||
Principal owners voting interest rate | 10.00% | ||||||||
Number of shares excluded from calculation (in Shares) | shares | 24,753,760 | ||||||||
Ownership interest, percentage | 50.00% | 50.00% | 20.00% | 50.00% | |||||
Equity method investment, acquired amount | $ 516,160 | ج.م. 381,687 | $ 30,000 | $ 655,876 | |||||
IPO [Member] | |||||||||
Basis of Presentation and Significant Accounting Policies (Details) [Line Items] | |||||||||
Derivative warrant liabilities | (3,833,333) | $ 3,833,333 | |||||||
Warrants issued | 6,366,666 | ||||||||
IPO [Member] | DocGo Inc. and Subsidiaries [Member] | |||||||||
Basis of Presentation and Significant Accounting Policies (Details) [Line Items] | |||||||||
Common stock issued (in Shares) | shares | 3,833,305 | 3,833,305 | |||||||
Private Placement [Member] | |||||||||
Basis of Presentation and Significant Accounting Policies (Details) [Line Items] | |||||||||
Derivative warrant liabilities | (2,533,333) | $ 2,533,333 | |||||||
Common stock issued (in Shares) | shares | 115,000,000 | ||||||||
Private Placement [Member] | DocGo Inc. and Subsidiaries [Member] | |||||||||
Basis of Presentation and Significant Accounting Policies (Details) [Line Items] | |||||||||
Common stock issued (in Shares) | shares | 2,533,333 | 2,533,333 | |||||||
Class A Common Stock [Member] | |||||||||
Basis of Presentation and Significant Accounting Policies (Details) [Line Items] | |||||||||
Interest income earned on investments held trust account | $ 6,367,000 | ||||||||
Common stock, shares subject to possible redemption (in Shares) | shares | 11,500,000 | 11,500,000 | |||||||
Variable Interest Entity [Member] | DocGo Inc. and Subsidiaries [Member] | |||||||||
Basis of Presentation and Significant Accounting Policies (Details) [Line Items] | |||||||||
Total revenue | $ 477,654 | ||||||||
Net loss | 122,982 | ||||||||
Total assets | 481,338 | ||||||||
Total liabilities | 906,444 | ||||||||
Total stockholders’ deficit | $ 425,106 | ||||||||
Revision to Previously Reported Financial Statements [Member] | |||||||||
Basis of Presentation and Significant Accounting Policies (Details) [Line Items] | |||||||||
Reclassification amount | $ 5,000,000 | ||||||||
Public shares amount | $ 5,000,001 | ||||||||
Warrant [Member] | DocGo Inc. and Subsidiaries [Member] | |||||||||
Basis of Presentation and Significant Accounting Policies (Details) [Line Items] | |||||||||
Common stock issued (in Shares) | shares | 6,366,638 | 6,366,638 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share for each class of common stock - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Class A Common Stock | |||||
Numerator: | |||||
Allocation of net loss | $ (2,841,640) | ||||
Denominator: | |||||
Basic and diluted weighted average common shares outstanding | 12,656,250 | 5,911,972 | 11,889,652 | 5,911,972 | |
Basic and diluted net loss per common share | $ 0.04 | $ (0.48) | $ (0.04) | $ (0.48) | |
Class B Common Stock | |||||
Numerator: | |||||
Allocation of net loss | $ (1,381,893) | ||||
Denominator: | |||||
Basic and diluted weighted average common shares outstanding | 3,306,250 | 1,718,750 | 2,875,000 | 2,485,348 | 2,875,000 |
Basic and diluted net loss per common share | $ 0.04 | $ (0.48) | $ (0.04) | $ (0.48) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 1 Months Ended | 5 Months Ended | 13 Months Ended | ||
Nov. 16, 2020 | Oct. 19, 2020 | Dec. 31, 2020 | Oct. 19, 2021 | Sep. 30, 2021 | |
Initial Public Offering (Details) [Line Items] | |||||
Price per unit | $ 10 | $ 0.0001 | |||
Price per unit | $ 10.15 | ||||
Deferred underwriting commissions (in Dollars) | $ 4,000,000 | ||||
Net proceeds (in Dollars) | $ 3,800,000 | ||||
Purchase additional unit (in Shares) | 1,725,000 | ||||
Forfeited shares (in Shares) | 431,250 | ||||
Issued and outstanding shares after the initial public offering | 20.00% | ||||
Underwriting discount per unit | $ 0.2 | ||||
Underwriting discount (in Dollars) | $ 2,300,000 | ||||
Aggregate payable per unit | $ 0.35 | ||||
Aggregate payable amount (in Dollars) | $ 4,000,000 | ||||
Initial public offering shares issued (in Shares) | 11,500,000 | ||||
Gross proceeds (in Dollars) | $ 115,000,000 | ||||
Offering costs incurred (in Dollars) | $ 6,700,000 | ||||
Maximum [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Common stock shares outstanding (in Shares) | 3,306,250 | ||||
Minimum [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Common stock shares outstanding (in Shares) | 2,875,000 | ||||
Initial Public Offering [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Price per unit | $ 11,500,000 | ||||
Price per unit | $ 10 | ||||
Gross proceeds (in Dollars) | $ 115,000,000 | ||||
Offering costs (in Dollars) | 6,700,000 | ||||
Deferred underwriting commissions (in Dollars) | $ 4,000,000 | ||||
Initial Public Offering [Member] | Public Units [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Deferred underwriting commissions (in Dollars) | $ 4,000,000 | ||||
Private Placement [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Price per unit | $ 10 | $ 1.5 | 1.5 | ||
Price per unit | 1.5 | ||||
Net proceeds (in Dollars) | $ 115,000,000 | ||||
Initial public offering shares issued (in Shares) | 115,000,000 | ||||
Class A Common Stock [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Price per unit | 11.5 | ||||
Price per unit | 11.5 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock shares outstanding (in Shares) | 0 | 2,875,000 | |||
Common stock par value | $ 0.0001 | ||||
Class A Common Stock [Member] | Initial Public Offering [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Price per unit | $ 10 | $ 10 | |||
Deferred underwriting commissions (in Dollars) | $ 4,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Aug. 18, 2020 | Aug. 12, 2020 | Aug. 12, 2020 | Nov. 16, 2020 | Oct. 19, 2020 | Aug. 24, 2020 | Aug. 18, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 19, 2021 | Dec. 17, 2021 | Nov. 30, 2021 | Oct. 14, 2020 |
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Shares forfeited (in Shares) | 431,250 | ||||||||||||||
Founder shares percentage | 20.00% | ||||||||||||||
Price per unit (in Dollars per share) | $ 10.15 | $ 10.15 | |||||||||||||
Additional paid in capital | |||||||||||||||
Note payable | $ 71,000 | ||||||||||||||
Working capital | 1,500,000 | ||||||||||||||
Founder shares (in Shares) | 2,875,000 | ||||||||||||||
Loan borrowed | $ 71,000 | $ 71,000 | |||||||||||||
DocGo Inc. and Subsidiaries [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||||||
Additional paid in capital | 142,346,852 | $ 283,161,216 | 142,346,852 | ||||||||||||
Note payable | $ 1,258,851 | 1,903,288 | 1,258,851 | ||||||||||||
Medical supplies amount | 271,103 | 148,276 | |||||||||||||
Subcontractor payments | 656,883 | 1,044,120 | |||||||||||||
Commission payments | 155,092 | 84,852 | |||||||||||||
Joint ventures borrow up | $ 12,000,000 | ||||||||||||||
DocGo Inc. and Subsidiaries [Member] | SM Hewlett [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Commission payments | 132,414 | ||||||||||||||
DocGo Inc. and Subsidiaries [Member] | EDTSLS [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Commission payments | $ 702,083 | $ 555,055 | |||||||||||||
Sponsor [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Loan to cover expenses | $ 150,000 | $ 150,000 | |||||||||||||
Private Placement [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Purchase of warrants (in Shares) | 2,533,333 | 2,533,333 | |||||||||||||
Price per unit (in Dollars per share) | $ 1.5 | $ 1.5 | |||||||||||||
Gross proceeds | $ 3,800,000,000,000 | ||||||||||||||
Warrant liability | 2,052,000 | ||||||||||||||
Additional paid in capital | $ 1,748,000 | $ 1,748,000 | |||||||||||||
Private Placement Warrants [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Purchase of warrants (in Shares) | 2,533,333 | ||||||||||||||
Warrants price (in Dollars per share) | $ 1.5 | ||||||||||||||
Gross proceeds | $ 3,800,000 | ||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Offering costs | $ 25,000 | $ 25,000 | $ 25,000 | ||||||||||||
Class B Common Stock [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Shares surrendered (in Shares) | 431,250 | ||||||||||||||
Common stock, shares outstanding (in Shares) | 2,875,000 | 0 | 2,875,000 | ||||||||||||
Shares forfeited (in Shares) | 431,250 | ||||||||||||||
Shares surrendered (in Shares) | 431,250 | ||||||||||||||
Class B Common Stock [Member] | Chief Executive Officer [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Purchase of warrants (in Shares) | 3,737,500 | 3,737,500 | |||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||||
Class A Common Stock [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Purchase of warrants (in Shares) | 11,500,000 | ||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Common stock, shares outstanding (in Shares) | 0 | 2,875,000 | 0 | ||||||||||||
Common Stock Equal or Exceeds Percentage (in Dollars per share) | $ 12 | $ 12 | |||||||||||||
Price per unit (in Dollars per share) | 11.5 | $ 11.5 | |||||||||||||
Price per unit (in Dollars per share) | $ 11.5 | ||||||||||||||
Class A Common Stock [Member] | DocGo Inc. and Subsidiaries [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||||||
Common stock, shares outstanding (in Shares) | 76,488,415 | 100,069,438 | 76,488,415 | ||||||||||||
Accounts Payable [Member] | DocGo Inc. and Subsidiaries [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Accounts payable | $ 5,169 | $ 230,517 | $ 5,169 | ||||||||||||
Maximum [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Common stock, shares outstanding (in Shares) | 3,306,250 | ||||||||||||||
Maximum [Member] | Class B Common Stock [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Common stock, shares outstanding (in Shares) | 3,306,250 | 3,737,500 | |||||||||||||
Minimum [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Common stock, shares outstanding (in Shares) | 2,875,000 | ||||||||||||||
Minimum [Member] | Class B Common Stock [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Common stock, shares outstanding (in Shares) | 2,875,000 | 3,306,250 | |||||||||||||
Warrant [Member] | Post Business Combination Entity [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Business combination price (in Dollars per share) | $ 1.5 | $ 1.5 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - IPO [Member] $ / shares in Units, $ in Millions | Sep. 30, 2021USD ($)$ / shares |
Commitments and Contingencies (Details) [Line Items] | |
Price per unit (in Dollars per share) | $ / shares | $ 0.35 |
Initial public offering aggregate value | $ 4 |
Warrant liabilities | 8.6 |
Deferred underwriting commission | 4 |
Payment of trust account | $ 3 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) - USD ($) | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | |
Derivative Warrant Liabilities (Details) [Line Items] | |||
Exercise price per share | $ 11.5 | $ 11.5 | |
Warrant redemption term | 5 years | 5 years | |
Warrant redemption, description | Once the warrants become exercisable, the Company may redeem the outstanding warrants (except for the Private Placement Warrants):• in whole and not in part;• at a price of $0.01 per Warrant;• upon a minimum of 30 days’ prior written notice of redemption; and• if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. | Once the warrants become exercisable, the Company may redeem the outstanding warrants (except for the Private Placement Warrants):• in whole and not in part;• at a price of $0.01 per warrant;• upon a minimum of 30 days’ prior written notice of redemption; and• if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the Warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. | |
Warrant exercisable redemption, description | Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants:• in whole and not in part;• at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Company’s Class A common stock;• if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders;• if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and• if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the initial business combination) issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. | Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding Warrants:• in whole and not in part;• at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Company’s Class A common stock;• if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders;• if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and• if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the initial business combination) issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. | |
DocGo Inc. and Subsidiaries [Member] | |||
Derivative Warrant Liabilities (Details) [Line Items] | |||
Warrant liabilities | $ 5,200,000 | ||
Warrant [Member] | Business Combination [Member] | |||
Derivative Warrant Liabilities (Details) [Line Items] | |||
Business combination, description | In addition, if (x) the Company issues additional shares or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at an issue price or effective issue price of less than $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Company’s Sponsor or to its officers, directors or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of each warrant will be adjusted (to the nearest cent) such that the effective exercise price per full share will be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per-share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of (i) the Market Value and (ii) the Newly Issued Price. | In addition, if (x) the Company issues additional shares or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at an issue price or effective issue price of less than $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Company’s initial stockholders, officers, directors or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of each warrant will be adjusted (to the nearest cent) such that the effective exercise price per full share will be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per-share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of (i) the Market Value and (ii) the Newly Issued Price. | |
Public Warrants [Member] | |||
Derivative Warrant Liabilities (Details) [Line Items] | |||
Number of warrants | 3,833,333 | ||
Public Warrants [Member] | DocGo Inc. and Subsidiaries [Member] | |||
Derivative Warrant Liabilities (Details) [Line Items] | |||
Warrants outstanding | 3,833,305 | ||
Fair value | $ 8,100,000 | ||
Private Placement Warrants [Member] | |||
Derivative Warrant Liabilities (Details) [Line Items] | |||
Warrants outstanding | 2,533,333 | ||
Fair value | $ 1,545,335 | ||
Private Warrants [Member] | DocGo Inc. and Subsidiaries [Member] | |||
Derivative Warrant Liabilities (Details) [Line Items] | |||
Warrants outstanding | 2,533,333 | ||
Fair value | $ 5,400,000 |
Class A Common Stock Subject _3
Class A Common Stock Subject to Possible Redemption (Details) - Class A Common Stock [Member] - shares | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Class A Common Stock Subject to Possible Redemption (Details) [Line Items] | ||
Common stock subject to possible redmeption | 11,500,000 | |
Common stock outstanding subject to possible redemption | 11,500,000 | 11,500,000 |
Class A Common Stock Subject _4
Class A Common Stock Subject to Possible Redemption (Details) - Schedule of Class A common stock reported in temporary equity of condensed consolidated balance sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of Class A common stock reported in temporary equity of condensed consolidated balance sheets [Abstract] | ||
Gross proceeds from issuance of potentially redeemable Class A common stock | $ 115,000,000 | $ 115,000,000 |
Less: | ||
Proceeds allocated to Public Warrants | 3,105,000 | (3,105,000) |
Class A common stock issuance costs | 6,793,491 | (6,793,491) |
Plus: | ||
Accretion of carrying value to redemption value | 9,898,491 | 9,898,491 |
Class A common stock subject to possible redemption | $ 115,000,000 | $ 115,000,000 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | Jun. 05, 2019 | May 23, 2019 | Nov. 01, 2017 | Aug. 24, 2021 | May 23, 2019 | Feb. 15, 2018 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | Nov. 30, 2021 | Oct. 19, 2020 |
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Common stock, description | In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the initial business combination (including pursuant to a specified future issuance), the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including pursuant to a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Company’s initial business combination (excluding any shares or equity-linked securities issued or issuable to any seller in the initial business combination). | |||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||||||||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||
Shares issued | 11,500,000 | |||||||||||
DocGo Inc. and Subsidiaries [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||||||||
Common stock converted | 1,000 | |||||||||||
Shares of common stock | 229,807 | 1,587,700 | 1,587,700 | |||||||||
Common Stock [Member] | DocGo Inc. and Subsidiaries [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Common stock voting rights | 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. | |||||||||||
Total authorized common shares increased | 0.08 | 154,503 | ||||||||||
Warrant [Member] | DocGo Inc. and Subsidiaries [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Shares issued | 6,366,638 | |||||||||||
Number of warrant to purchase shares | 667 | |||||||||||
Purchase price (in Dollars per share) | $ 3,000 | |||||||||||
Issuance of fair value (in Dollars per share) | $ 2,078 | $ 3,000 | $ 5,400 | |||||||||
Total fair value (in Dollars) | $ 1,386,026 | $ 7,383,000 | $ 7,381,800 | |||||||||
Class A Common Stock [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Authorized common shares | 50,000,000 | 50,000,000 | ||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, shares issued | 1,715,792 | |||||||||||
Common stock, shares outstanding | 1,715,792 | |||||||||||
Common stock subject to possible redemption | 9,784,208 | |||||||||||
Class A Common Stock [Member] | DocGo Inc. and Subsidiaries [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Authorized common shares | 78,000 | 78,000 | 125,482,677 | 500,000,000 | ||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||||||||
Additional issued shares | 2,020 | |||||||||||
Shares of common stock | 16,607,894 | |||||||||||
Class A Common Stock [Member] | Business Combination [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Authorized common shares | 50,000,000 | 50,000,000 | ||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, shares issued | 11,500,000 | 14,375,000 | ||||||||||
Common stock, shares outstanding | 11,500,000 | 14,375,000 | ||||||||||
Shares subject to possible redemption | 11,500,000 | 11,500,000 | ||||||||||
Class A Common Stock [Member] | Common Stock [Member] | DocGo Inc. and Subsidiaries [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Outstanding common shares were converted | (22,900,719) | |||||||||||
Class A Common Stock [Member] | Preferred Stock [Member] | DocGo Inc. and Subsidiaries [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Additional issued shares | 100,000 | |||||||||||
Class B Common Stock [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Authorized common shares | 12,500,000 | 12,500,000 | ||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, shares issued | 2,875,000 | |||||||||||
Common stock, shares outstanding | 2,875,000 | |||||||||||
Common stock voting rights | Holders of the Company’s Class B common stock are entitled to one vote for each share | |||||||||||
Converted basis percentage | 20.00% | |||||||||||
Class B Common Stock [Member] | DocGo Inc. and Subsidiaries [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Authorized common shares | 76,503 | 76,503 | ||||||||||
Number of warrant to purchase shares | 3,000 | 1,367 | ||||||||||
Purchase price (in Dollars per share) | $ 0.01 | |||||||||||
Shares of common stock | 2,017 | |||||||||||
Class B Common Stock [Member] | Business Combination [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Authorized common shares | 12,500,000 | |||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||||||||
Common stock, shares issued | 2,875,000 | |||||||||||
Common stock, shares outstanding | 2,875,000 | |||||||||||
Common stock voting rights | Holders of the Company’s Class B common stock were entitled to one vote for each share. | |||||||||||
Outstanding common shares were converted | 2,875,000 | |||||||||||
Class B Common Stock [Member] | Common Stock [Member] | DocGo Inc. and Subsidiaries [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Outstanding common shares were converted | (35,488,938) | |||||||||||
Class B Common Stock [Member] | Preferred Stock [Member] | DocGo Inc. and Subsidiaries [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Additional issued shares | 35,597 | |||||||||||
Series A Preferred Stock [Member] | DocGo Inc. and Subsidiaries [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Shares issued | 40,000 | |||||||||||
Number of warrant to purchase shares | 2,461 | |||||||||||
Paid preferred stock value (in Dollars per share) | $ 3,000 | $ 3,000 | ||||||||||
Purchase price (in Dollars per share) | $ 0.01 | |||||||||||
Series A Preferred Stock [Member] | Preferred Stock [Member] | DocGo Inc. and Subsidiaries [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Outstanding common shares were converted | (18,099,548) | |||||||||||
Common stock converted | 64,402 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value Measurements (Details) [Line Items] | ||
Assets held trust account | $ 115,000,482 | $ 115,020,078 |
Cash [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Assets held trust account | 743 | |
U.S. Treasury Bills [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Assets held trust account | $ 115,019,335 | |
Public Warrants [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Number of warrants outstanding | 3,833,333 | |
Private Placement Warrants [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Number of warrants outstanding | 2,533,333 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of gross holding gains and fair value held-to-maturity securities - U.S. Treasury Bills (mature on February 18, 2021) [Member] | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Carrying Value at (Amortized Cost) | $ 115,019,335 |
Gross Unrealized Holding Gain | 4,462 |
Quoted Prices in Active Markets (Level 1) [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value | $ 115,024,797 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis | Dec. 31, 2020USD ($) |
Warrant Liabilities - Public Warrants [Member] | |
Fair Value Measurements (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Warrant Liabilities | $ 5,443,335 |
Warrant Liabilities - Private Warrants [Member] | |
Fair Value Measurements (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Warrant Liabilities | 3,597,335 |
Quoted Prices In Active Markets (Level 1) [Member] | Warrant Liabilities - Public Warrants [Member] | |
Fair Value Measurements (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Warrant Liabilities | |
Quoted Prices In Active Markets (Level 1) [Member] | Warrant Liabilities - Private Warrants [Member] | |
Fair Value Measurements (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Warrant Liabilities | |
Significant Other Observable Inputs (Level 2) [Member] | Warrant Liabilities - Public Warrants [Member] | |
Fair Value Measurements (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Warrant Liabilities | |
Significant Other Observable Inputs (Level 2) [Member] | Warrant Liabilities - Private Warrants [Member] | |
Fair Value Measurements (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Warrant Liabilities | |
Significant Other Unobservable Inputs (Level 3) [Member] | Warrant Liabilities - Public Warrants [Member] | |
Fair Value Measurements (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Warrant Liabilities | 5,443,335 |
Significant Other Unobservable Inputs (Level 3) [Member] | Warrant Liabilities - Private Warrants [Member] | |
Fair Value Measurements (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Warrant Liabilities | $ 3,597,335 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements | 1 Months Ended | 5 Months Ended |
Oct. 19, 2020$ / shares | Dec. 31, 2020$ / shares | |
Schedule of quantitative information regarding Level 3 fair value measurements [Abstract] | ||
Stock price (in Dollars per share) | $ 10.15 | |
Strike price (in Dollars per Share) | 11.5 | 11.5 |
Term (in years) | 5 years | 5 years |
Volatility | 16.30% | 21.20% |
Risk-free rate | 0.34% | 0.34% |
Dividend yield | 0.00% | 0.00% |
Probability of completing a Business Combination | 70.00% | 70.00% |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Public [Member] | |
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items] | |
Fair value as of August 11, 2020 (inception) | |
Initial measurement on October 19, 2020 | 3,105,000 |
Change in fair value recognized in earnings | 2,338,335 |
Fair value as of December 31, 2020 | 5,443,335 |
Private Placement [Member] | |
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items] | |
Fair value as of August 11, 2020 (inception) | |
Initial measurement on October 19, 2020 | 2,052,000 |
Change in fair value recognized in earnings | 1,545,335 |
Fair value as of December 31, 2020 | 3,597,335 |
Total Warrant Liabilities [Member] | |
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items] | |
Fair value as of August 11, 2020 (inception) | |
Initial measurement on October 19, 2020 | 5,157,000 |
Change in fair value recognized in earnings | 3,883,670 |
Fair value as of December 31, 2020 | $ 9,040,670 |
Income Taxes (Details)
Income Taxes (Details) - DocGo Inc. and Subsidiaries [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | |
Income Taxes (Details) [Line Items] | |||
Federal net operating loss | $ 56,604,921 | $ 76,768,898 | |
Foreign net operating loss carryforward | 202,965 | 41,515 | |
State net operating loss | 67,229,895 | 99,360,503 | |
Carry forward infinitely | $ 62,242,177 | ||
Net operating loss carryforwards | $ 11,656,596 | ||
Deferred tax assets | 16,702,680 | 22,040,019 | |
Total valuation allowance | $ 5,328,621 | $ 4,010,707 | |
Total penalties description | The Company accrued total penalties and interest of $0 during the years ended December 31, 2021 and 2020 and in total, as of December 31, 2021 and 2020 has recognized penalties and interest of $0. |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income tax provision (benefit) | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Current | |
Federal | $ (12,204) |
State | |
Deferred | |
Federal | (19,009) |
State | |
Change in valuation allowance | 31,213 |
Income tax provision (benefit) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of net deferred tax assets | Dec. 31, 2008USD ($) |
Deferred tax asset | |
Net operating loss carryforward | $ 12,204 |
Startup/organizational costs | 19,009 |
Total deferred tax assets | 31,213 |
Valuation allowance | (31,213) |
Deferred tax assets, net of allowance |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of effective tax rate | 5 Months Ended |
Dec. 31, 2020 | |
Schedule of effective tax rate [Abstract] | |
Tax benefit at statutory federal income tax rate | (21.00%) |
Permanent book/tax difference | 20.30% |
Valuation allowance | 0.70% |
Income tax provision (benefit) | 0.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 07, 2022 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | Jan. 27, 2022 | Nov. 01, 2021 | Oct. 26, 2021 | Oct. 19, 2020 |
Subsequent Events (Details) [Line Items] | |||||||||
Consideration description | Upon consummation of the Merger, DocGo stockholders will receive 83,600,000 shares of the Company’s Class A common stock as consideration and up to 5,000,000 additional shares of the Company’s Class A common stock as earn-out consideration issuable in the future upon attainment of the following stock price conditions: (i) 1,250,000 shares if the closing stock price equals or exceeds $12.50 per share on any 20 trading days in a 30-trading-day period at any time until the first anniversary of the closing date; (ii) 1,250,000 shares if the closing stock price equals or exceeds $15.00 per share on any 20 trading days in a 30-trading-day period at any time until the third anniversary of the closing date; (iii) 1,250,000 shares if the closing stock price equals or exceeds $15.00 per share on any 20 trading days in a 30-trading-day period at any time until the third anniversary of the closing date; and (iv) 1,250,000 shares if the closing stock price stock equals or exceeds $15.00 per share on any 20 trading days in a 30-trading-day period at any time until the fifth anniversary of the closing date. | ||||||||
Stock Issued | $ 25,000 | ||||||||
Price per share (in Dollars per share) | $ 10.15 | ||||||||
DocGo Inc. and Subsidiaries [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Fully-diluted equity percentage | 50.00% | 20.00% | 50.00% | ||||||
DocGo Inc. and Subsidiaries [Member] | Subsequent Event [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Self-depleting trust account | $ 6.8 | ||||||||
Restricted expenses | $ 6.8 | ||||||||
Private Placement [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Price per share (in Dollars per share) | 1.5 | ||||||||
Private Placement [Member] | DocGo Inc. and Subsidiaries [Member] | Subsequent Event [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Equity capital amount | $ 2,060,000 | ||||||||
Forecast [Member] | DocGo Inc. and Subsidiaries [Member] | Subsequent Event [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Subsequent event description | the Mid Atlantic asset purchase agreement forementioned in Note 4, Acquisition of Businesses and Asset Acquisitions, a capital call notice was delivered to the members of FMC NA in 2022. | ||||||||
Class A Common Stock [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Price per share (in Dollars per share) | $ 11.5 | ||||||||
Sponsor Escrow Agreement [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Earnout shares (in Shares) | 287,500 | ||||||||
Closing stock price equal or exceeds (in Dollars per share) | $ 12.5 | ||||||||
Issue of sponsor earnout shares (in Shares) | 287,500 | ||||||||
Price per share (in Dollars per share) | $ 15 | ||||||||
Sponsor Escrow Agreement [Member] | Class A Common Stock [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Stock Issued | $ 575,000 | ||||||||
Lock-Up Agreements [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Fully-diluted equity percentage | 72.19% | ||||||||
PIPE Subscription Agreements [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Issuance of aggregate shares (in Shares) | 12,500,000 | ||||||||
Price per share (in Dollars per share) | $ 10 | ||||||||
Aggregate gross proceeds | $ 125,000,000 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies (Details) - Schedule of financial statement - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Oct. 19, 2020 |
As Previously Reported [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total assets | $ 115,464,516 | $ 115,725,964 | ||
Total liabilities | $ 13,675,127 | $ 10,894,008 | ||
Class A common stock subject to possible redemption (in Shares) | 96,789,380 | 99,831,950 | 106,882,750 | 107,104,620 |
Preferred stock | ||||
Class A common stock | 182 | 152 | ||
Class B common stock | 288 | 288 | ||
Additional paid-in capital | 10,275,771 | 7,233,231 | $ 5,148,390 | $ 5,004,204 |
Accumulated deficit | (5,276,232) | (2,233,665) | $ (148,751) | $ (4,608) |
Total stockholders’ equity (deficit) | 5,000,009 | 5,000,006 | ||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) | 115,464,516 | 115,725,964 | ||
Adjustments [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total assets | ||||
Total liabilities | ||||
Class A common stock subject to possible redemption (in Shares) | 18,210,620 | 15,168,050 | (9,040,670) | (5,157,000) |
Preferred stock | ||||
Class A common stock | (182) | (152) | ||
Class B common stock | ||||
Additional paid-in capital | (10,275,771) | (7,233,231) | $ 4,074,691 | $ 191,060 |
Accumulated deficit | (7,934,667) | (7,934,667) | $ (4,074,782) | $ (191,112) |
Total stockholders’ equity (deficit) | (18,210,620) | (15,168,050) | ||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) | ||||
As Restated [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Total assets | 115,464,516 | 115,725,964 | ||
Total liabilities | $ 13,675,127 | $ 10,894,008 | ||
Class A common stock subject to possible redemption (in Shares) | 115,000,000 | 115,000,000 | 97,842,080 | 101,947,620 |
Preferred stock | ||||
Class A common stock | ||||
Class B common stock | 288 | 288 | ||
Additional paid-in capital | $ 9,223,081 | $ 5,195,264 | ||
Accumulated deficit | (13,210,899) | (10,168,332) | $ (4,223,533) | $ (195,720) |
Total stockholders’ equity (deficit) | (13,210,611) | (10,168,044) | ||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) | $ 115,464,516 | $ 115,725,964 |
Basis of Presentation and Sig_6
Basis of Presentation and Significant Accounting Policies (Details) - Schedule of supplemental disclosure of noncash financing activities - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | |
As Previously Reported [Member] | ||
Supplemental Disclosure of Noncash Financing Activities: | ||
Change in value of Class A common stock subject to possible redemption | $ 1,989,870 | $ (1,052,700) |
Adjustments [Member] | ||
Supplemental Disclosure of Noncash Financing Activities: | ||
Change in value of Class A common stock subject to possible redemption | (1,989,870) | 1,052,700 |
As Restated [Member] | ||
Supplemental Disclosure of Noncash Financing Activities: | ||
Change in value of Class A common stock subject to possible redemption |
Basis of Presentation and Sig_7
Basis of Presentation and Significant Accounting Policies (Details) - Schedule of weighted average shares outstanding and basic and diluted net income (loss) per common share - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Net Loss Per Share As Reported [Member] | |||
Basis of Presentation and Significant Accounting Policies (Details) - Schedule of weighted average shares outstanding and basic and diluted net income (loss) per common share [Line Items] | |||
Net income loss | $ (3,042,567) | $ 1,989,868 | $ (1,052,699) |
Weighted average shares outstanding – Class A common stock | 11,500,000 | 11,500,000 | 11,500,000 |
Basic and diluted net income per share – Class A common stock | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding – Class B common stock | 2,875,000 | 2,875,000 | 2,875,000 |
Basic and diluted net income per share – Class B common stock | $ (1.06) | $ 0.69 | $ (0.37) |
Net Income Per Share Adjustment [Member] | |||
Basis of Presentation and Significant Accounting Policies (Details) - Schedule of weighted average shares outstanding and basic and diluted net income (loss) per common share [Line Items] | |||
Net income loss | |||
Weighted average shares outstanding – Class A common stock | |||
Basic and diluted net income per share – Class A common stock | $ (0.21) | $ 0.14 | $ (0.07) |
Weighted average shares outstanding – Class B common stock | |||
Basic and diluted net income per share – Class B common stock | $ 0.85 | $ (0.55) | $ 0.3 |
Net Income Per Share As Restated [Member] | |||
Basis of Presentation and Significant Accounting Policies (Details) - Schedule of weighted average shares outstanding and basic and diluted net income (loss) per common share [Line Items] | |||
Net income loss | $ (3,042,567) | $ 1,989,868 | $ (1,052,699) |
Weighted average shares outstanding – Class A common stock | 11,500,000 | 11,500,000 | 11,500,000 |
Basic and diluted net income per share – Class A common stock | $ (0.21) | $ 0.14 | $ (0.07) |
Weighted average shares outstanding – Class B common stock | 2,875,000 | 2,875,000 | 2,875,000 |
Basic and diluted net income per share – Class B common stock | $ (0.21) | $ 0.14 | $ (0.07) |
Basis of Presentation and Sig_8
Basis of Presentation and Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | |
Class A [Member] | |||
Numerator: | |||
Allocation of net income (loss) | $ 479,385 | $ (420,345) | |
Denominator: | |||
Basic and diluted weighted average common shares outstanding (in Shares) | 27,600,000 | 26,184,615 | |
Basic and diluted net income (loss) per common share (in Dollars per share) | $ 0.04 | $ (0.04) | |
Class B [Member] | |||
Numerator: | |||
Allocation of net income (loss) | $ (2,065) | $ 65,102 | $ (87,867) |
Denominator: | |||
Basic and diluted weighted average common shares outstanding (in Shares) | 3,066,666 | 3,046,153 | |
Basic and diluted net income (loss) per common share (in Dollars per share) | $ 0.04 | $ (0.04) |
Class A Common Stock Subject _5
Class A Common Stock Subject to Possible Redemption (Details) - Schedule of Class A common stock reported in temporary equity of condensed consolidated balance sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of Class A common stock reported in temporary equity of condensed consolidated balance sheets [Abstract] | ||
Gross proceeds from issuance of potentially redeemable Class A common stock | $ 115,000,000 | $ 115,000,000 |
Less: | ||
Proceeds allocated to Public Warrants | (3,105,000) | 3,105,000 |
Class A common stock issuance costs | (6,793,491) | 6,793,491 |
Plus: | ||
Accretion of carrying value to redemption value | 9,898,491 | 9,898,491 |
Class A common stock subject to possible redemption | $ 115,000,000 | $ 115,000,000 |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Investments held in Trust Account – money market fund holding solely U.S. Treasury Securities | $ 115,000,482 | $ 115,020,078 |
Liabilities: | ||
Public Warrant liabilities | 5,175,000 | 5,443,335 |
Private Placement Warrant liabilities | 3,420,000 | 3,597,335 |
Total Warrant liabilities | 8,595,000 | 9,040,670 |
Level 1 [Member] | ||
Assets: | ||
Investments held in Trust Account – money market fund holding solely U.S. Treasury Securities | 115,000,482 | 115,020,078 |
Liabilities: | ||
Public Warrant liabilities | 5,175,000 | |
Private Placement Warrant liabilities | ||
Total Warrant liabilities | 5,175,000 | |
Level 2 [Member] | ||
Assets: | ||
Investments held in Trust Account – money market fund holding solely U.S. Treasury Securities | ||
Liabilities: | ||
Public Warrant liabilities | ||
Private Placement Warrant liabilities | 3,420,000 | |
Total Warrant liabilities | 3,420,000 | |
Level 3 [Member] | ||
Assets: | ||
Investments held in Trust Account – money market fund holding solely U.S. Treasury Securities | ||
Liabilities: | ||
Public Warrant liabilities | 5,443,335 | |
Private Placement Warrant liabilities | 3,597,335 | |
Total Warrant liabilities | $ 9,040,670 |
Fair Value Measurements (Deta_7
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Public Warrants [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Fair value as of December 31, 2020 | $ 5,443,335 |
Transfers to Levels 1 and 2 | (5,443,335) |
Fair value as of September 30, 2021 | 0 |
Private Placement Warrants [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Fair value as of December 31, 2020 | 3,597,335 |
Transfers to Levels 1 and 2 | (3,597,335) |
Fair value as of September 30, 2021 | 0 |
Total Warrant Liabilities [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Fair value as of December 31, 2020 | 9,040,670 |
Transfers to Levels 1 and 2 | (9,040,670) |
Fair value as of September 30, 2021 | $ 0 |
Basis of Presentation and Sig_9
Basis of Presentation and Significant Accounting Policies (Details) - Summary of estimated useful live - DocGo Inc. and Subsidiaries [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Buildings [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 39 years |
Office equipment and furniture [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Medical equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Leasehold improvements [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Leasehold improvements | Shorter of useful life of asset or lease term |
Minimum [Member] | Vehicles [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Maximum [Member] | Vehicles [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 8 years |
Basis of Presentation and Si_10
Basis of Presentation and Significant Accounting Policies (Details) - Schedule of revenue disaggregated - DocGo Inc. and Subsidiaries [Member] - USD ($) | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Primary Geographical Markets | |||
Total revenue | $ 94,090,658 | $ 318,718,580 | |
Transportation Services [Member] | |||
Primary Geographical Markets | |||
Total revenue | 84,268,817 | $ 63,188,855 | |
Mobile Health [Member] | |||
Primary Geographical Markets | |||
Total revenue | 234,449,763 | 30,901,803 | |
Primary Geographical Markets [Member] | |||
Primary Geographical Markets | |||
Total revenue | 318,718,580 | 94,090,658 | |
Major Segments/Service Lines [Member] | |||
Primary Geographical Markets | |||
Total revenue | 318,718,580 | 94,090,658 | |
United States [Member] | |||
Primary Geographical Markets | |||
Total revenue | 309,218,594 | 88,362,445 | |
United Kingdom [Member] | |||
Primary Geographical Markets | |||
Total revenue | $ 9,499,986 | $ 5,728,213 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
DocGo Inc. and Subsidiaries [Member] | ||
Property and Equipment, net (Details) [Line Items] | ||
Depreciation expense | $ 2,312,437 | $ 1,874,069 |
Property and Equipment, net (_2
Property and Equipment, net (Details) - Schedule of property and equipment net - DocGo Inc. and Subsidiaries [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 20,881,155 | $ 14,975,210 |
Less: accumulated depreciation | (8,147,266) | (5,869,613) |
Property and equipment, net | 12,733,889 | 9,105,597 |
Office equipment and furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,977,808 | 1,044,555 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 527,284 | 200,000 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 37,800 | 37,800 |
Transportation Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 13,772,251 | 10,418,045 |
Medical equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,949,566 | 2,681,510 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 616,446 | $ 593,300 |
Acquisition of Businesses and_3
Acquisition of Businesses and Asset Acquisitions (Details) - DocGo Inc. and Subsidiaries [Member] | Aug. 19, 2024shares | Feb. 01, 2024shares | Aug. 19, 2023shares | Feb. 01, 2023shares | Aug. 19, 2022shares | Mar. 04, 2022USD ($) | Feb. 01, 2022shares | Mar. 23, 2018USD ($) | Aug. 19, 2021 | Nov. 20, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021EGP (ج.م.)shares | Dec. 31, 2021EGP (ج.م.) | Nov. 01, 2021USD ($) | Oct. 26, 2021USD ($) |
Acquisition of Businesses and Asset Acquisitions (Details) [Line Items] | ||||||||||||||||
Cash consideration | $ 465,000 | $ 323,000 | $ 803,000 | |||||||||||||
Percentage pay to seller | 50.00% | |||||||||||||||
Transaction costs | $ 1,125,522 | 55,800 | ||||||||||||||
Consideration for the transaction amount | $ 1,014,240 | ج.م. 368,313 | ||||||||||||||
Restricted stock (in Shares) | shares | 50,192 | 50,192 | ||||||||||||||
Market value per share (in Dollars per share) | $ / shares | $ 10 | |||||||||||||||
Fair market value | $ 516,160 | ج.م. 381,687 | $ 30,000 | $ 655,876 | ||||||||||||
Installment amount | $ 129,040 | ج.م. 96,920.3 | ||||||||||||||
Interest percentage | 6.00% | 6.00% | ||||||||||||||
Restricted stock (in Shares) | shares | 8,386 | 8,387 | 8,387 | 8,387 | 8,387 | 8,258 | ||||||||||
Purchase price | $ 800,000 | |||||||||||||||
Aggregate purchase price | $ 2,300,000 | |||||||||||||||
Assumed debt | $ 428,942 | |||||||||||||||
Additional consideration amounting description | Additional consideration amounting to $1,000,000 will be paid at $500,000 each year on the first and second anniversary date contingent on (i) the acquired operations meeting certain performance targets and (ii) the former shareholder’s continuing employment with the Company. | Additional consideration amounting to $1,000,000 will be paid at $500,000 each year on the first and second anniversary date contingent on (i) the acquired operations meeting certain performance targets and (ii) the former shareholder’s continuing employment with the Company. | ||||||||||||||
Ambulnz UK Ltd Acquisition [Member] | ||||||||||||||||
Acquisition of Businesses and Asset Acquisitions (Details) [Line Items] | ||||||||||||||||
Outstanding shares percentage | 20.00% | |||||||||||||||
Transaction owns percentage | 100.00% | |||||||||||||||
Consideration for the transaction amount | $ 498,077 | ج.م. 750,000 | ||||||||||||||
Century Ambulance Service, Inc. Acquisition [Member] | ||||||||||||||||
Acquisition of Businesses and Asset Acquisitions (Details) [Line Items] | ||||||||||||||||
Paid in cash | 1,300,000 | |||||||||||||||
Paid in cash on the closing date | 600,000 | |||||||||||||||
LJH Ambulance Acquisition [Member] | ||||||||||||||||
Acquisition of Businesses and Asset Acquisitions (Details) [Line Items] | ||||||||||||||||
Transaction costs | $ 1,571,419 | |||||||||||||||
Forecast [Member] | ||||||||||||||||
Acquisition of Businesses and Asset Acquisitions (Details) [Line Items] | ||||||||||||||||
Outstanding acquisition payable balance | $ 282,518 |
Acquisition of Businesses and_4
Acquisition of Businesses and Asset Acquisitions (Details) - Schedule of allocated based on the purchase price - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Consideration: | ||
Lease liabilities | $ 124,233 | |
Loans | 278,828 | |
Line of credit | 25,881 | |
Total consideration | 2,328,942 | |
Recognized amounts of identifiable assets and liabilities assumed: | ||
Vehicles | 45,500 | |
Equipment | 82,800 | |
ROU assets | 124,233 | |
Total tangible assets acquired | 252,533 | |
Recognized amounts of identifiable assets acquired and liabilities assumed | ||
Goodwill | 2,076,409 | |
Total assets acquired | 2,328,942 | |
Cash consideration: | ||
Paid at transaction date | 1,300,000 | |
Cash at closing | 600,000 | |
DocGo Inc. and Subsidiaries [Member] | ||
Consideration: | ||
Cash consideration | $ 465,000 | |
Contingent consideration – collection of accounts receivable | 372,168 | |
Loans | $ 1,903,288 | 1,116,184 |
Total consideration | 837,168 | |
Recognized amounts of identifiable assets acquired and liabilities assumed | ||
Accounts receivable | 744,336 | |
Other current assets | 3,427 | |
Property, plant and equipment | 372,800 | |
Intangible assets | 200,000 | |
Total identifiable assets acquired | 1,320,563 | |
Notes payable | 372,921 | |
Accounts payable and accrued expenses | 41,423 | |
Total liabilities assumed | 786,512 | |
Goodwill | 303,117 | |
Total purchase price | $ 837,168 |
Goodwill (Details) - Schedule c
Goodwill (Details) - Schedule changes in carrying value of goodwill - DocGo Inc. and Subsidiaries [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 30, 2020 | |
Goodwill [Line Items] | ||
Balance at beginning | $ 6,610,557 | $ 6,307,440 |
Goodwill acquired during the period | 2,076,409 | 303,117 |
Balance at ending | $ 8,686,966 | $ 6,610,557 |
Intangibles (Details)
Intangibles (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
DocGo Inc. and Subsidiaries [Member] | ||
Intangibles (Details) [Line Items] | ||
Amortization expense | $ 1,845,193 | $ 1,451,214 |
Intangibles (Details) - Schedul
Intangibles (Details) - Schedule of amortization expense - DocGo Inc. and Subsidiaries [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 10,674,106 | $ 10,727,961 |
Additions | 4,057,736 | 2,154,745 |
Accumulated Amortization | (4,053,793) | (2,208,600) |
Accumulated Amortization | $ 10,678,049 | $ 10,674,106 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 15 years | 15 years |
Gross Carrying Amount | $ 19,275 | $ 17,197 |
Additions | 29,393 | 6,185 |
Accumulated Amortization | (6,367) | (4,107) |
Accumulated Amortization | $ 42,301 | $ 19,275 |
Computer Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 5 years | 5 years |
Gross Carrying Amount | $ 132,816 | $ 279,249 |
Additions | 161,331 | 14,899 |
Accumulated Amortization | (219,388) | (161,332) |
Accumulated Amortization | 74,759 | 132,816 |
Operating licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 8,375,514 | 8,175,514 |
Additions | 200,000 | |
Accumulated Amortization | ||
Accumulated Amortization | $ 8,375,514 | $ 8,375,514 |
Estimated Useful Life (Years) | Indefinite | Indefinite |
Internally developed software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,146,501 | $ 2,256,001 |
Additions | 3,867,012 | 1,933,661 |
Accumulated Amortization | (3,828,038) | (2,043,161) |
Accumulated Amortization | $ 2,185,475 | $ 2,146,501 |
Internally developed software [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 4 years | 4 years |
Internally developed software [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 5 years | 5 years |
Intangibles (Details) - Sched_2
Intangibles (Details) - Schedule of future amortization expense - DocGo Inc. and Subsidiaries [Member] | Dec. 31, 2021USD ($) |
Intangibles (Details) - Schedule of future amortization expense [Line Items] | |
2022 | $ 1,261,541 |
2023 | 685,914 |
2024 | 186,282 |
2025 | 139,474 |
2026 | 3,245 |
Thereafter | 26,079 |
Total | $ 2,302,535 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of accrued liabilities - DocGo Inc. and Subsidiaries [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities (Details) - Schedule of accrued liabilities [Line Items] | ||
Accrued bonus | $ 7,260,456 | $ 1,000,000 |
Accrued lab fees | 4,885,539 | 4,267,665 |
Accrued payroll | 3,539,301 | 2,409,105 |
Medicare advance | 975,415 | 2,397,024 |
FICA/Medicare liability | 739,629 | 1,793,551 |
Accrued general expenses | 3,497,418 | 437,684 |
Accrued subcontractors | 9,564,833 | |
Accrued fuel and maintenance | 450,842 | 181,195 |
Accrued workers compensation | 2,259,571 | 538,897 |
Other current liabilities | 736,021 | 50,000 |
Accrued legal fees | 1,143,629 | 1,172,425 |
Credit card payable | 58,223 | 6,892 |
Total accrued liabilities | $ 35,110,877 | $ 14,254,438 |
Line of Credit (Details)
Line of Credit (Details) - DocGo Inc. and Subsidiaries [Member] - USD ($) | May 13, 2021 | Jan. 26, 2026 | Dec. 31, 2021 |
Line of Credit (Details) [Line Items] | |||
Revolving advance amount | $ 12,000,000 | ||
Revolving loan and security agreement description | Each Revolving Advance shall bear interest at a per annum rate equal to the Wall Street Journal Prime Rate (3.25% at December 31, 2021), 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 elapsed (“Contract Rate”). The revolving loan has a maturity date of May 12, 2022 (“Maturity Date”). This loan is secured by all assets of entities owned 100% by DocGo Inc. On November 8, 2021, the company paid off the outstanding balance of the line of credit. | ||
Assets of entities owned percentage | 100.00% | ||
Outstanding balance description | As of December 31, 2021, the outstanding balance of the line of credit was zero. | ||
Ambulnz-FMC North America, LLC [Member] | |||
Line of Credit (Details) [Line Items] | |||
Revolving advance amount | $ 12,000,000 | ||
Revolving loan and security agreement description | Each Revolving Advance shall bear interest at a per annum rate equal to the Wall Street Journal Prime Rate (3.25% at December 31, 2021), 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. | ||
Forecast [Member] | |||
Line of Credit (Details) [Line Items] | |||
Revolving advance amount | $ 1,000,000 |
Notes Payable (Details)
Notes Payable (Details) - DocGo Inc. and Subsidiaries [Member] - USD ($) | 1 Months Ended | 12 Months Ended | |
Nov. 20, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Notes Payable (Details) [Line Items] | |||
Installments aggregating | $ 102,235 | ||
Interest expense | $ 61,324 | $ 15,848 | |
Acquired outstanding shares of common stock percentage | 100.00% | ||
LJH received | $ 142,667 | ||
Acquired PPP loan | $ 142,667 | ||
Outstanding principal rate percentage | 1.00% | ||
Maturity term date | Sep. 13, 2021 | ||
Minimum [Member] | |||
Notes Payable (Details) [Line Items] | |||
Interest ranging | 2.50% | ||
Maximum [Member] | |||
Notes Payable (Details) [Line Items] | |||
Interest ranging | 7.50% |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of notes payable - DocGo Inc. and Subsidiaries [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Notes Payable (Details) - Schedule of notes payable [Line Items] | ||
Equipment and financing loans payable, between 2.5% and 7.5% interest and maturing between January 2022 and May 2051 | $ 1,903,288 | $ 1,116,184 |
Loan received pursuant to the Payroll Protection Program Term Note | 142,667 | |
Total notes payable | 1,903,288 | 1,258,851 |
Less: current portion of notes payable | 600,449 | 664,357 |
Total non-current portion of notes payable | $ 1,302,839 | $ 594,494 |
Notes Payable (Details) - Sch_2
Notes Payable (Details) - Schedule of notes payable (Parentheticals) - DocGo Inc. and Subsidiaries [Member] | Dec. 31, 2021 |
Minimum [Member] | |
Notes Payable (Details) - Schedule of notes payable (Parentheticals) [Line Items] | |
Equipment and financing loans payable | 2.50% |
Maximum [Member] | |
Notes Payable (Details) - Schedule of notes payable (Parentheticals) [Line Items] | |
Equipment and financing loans payable | 7.50% |
Notes Payable (Details) - Sch_3
Notes Payable (Details) - Schedule of future minimum annual maturities of notes payable - Maximum [Member] - DocGo Inc. and Subsidiaries [Member] | Dec. 31, 2021USD ($) |
Notes Payable (Details) - Schedule of future minimum annual maturities of notes payable [Line Items] | |
2022 | $ 561,863 |
2023 | 485,390 |
2024 | 326,565 |
2025 | 248,120 |
2026 | 149,536 |
Thereafter | 131,814 |
Total maturities | 1,903,288 |
Current portion of notes payable | (600,449) |
Long-term portion of notes payable | $ 1,302,839 |
Business Segment Information (D
Business Segment Information (Details) - Schedule of operating results for business segments - DocGo Inc. and Subsidiaries [Member] - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Business Segment Information (Details) - Schedule of operating results for business segments [Line Items] | ||
Revenues | $ 94,090,658 | $ 318,718,580 |
(Loss) income from operations | (14,757,683) | 15,357,298 |
Total assets | 100,172,363 | 309,602,652 |
Depreciation and amortization | 5,507,655 | 7,511,579 |
Stock compensation | 687,072 | 1,376,353 |
Long-lived assets | 26,390,260 | 32,098,904 |
Transportation Services [Member] | ||
Business Segment Information (Details) - Schedule of operating results for business segments [Line Items] | ||
Revenues | 63,188,855 | 84,268,817 |
(Loss) income from operations | (19,285,424) | (26,365,962) |
Total assets | 88,632,928 | 229,206,964 |
Depreciation and amortization | 5,496,769 | 5,508,679 |
Stock compensation | 687,072 | 592,664 |
Long-lived assets | 25,710,265 | 28,814,481 |
Mobile Health Services [Member] | ||
Business Segment Information (Details) - Schedule of operating results for business segments [Line Items] | ||
Revenues | 30,901,803 | 234,449,763 |
(Loss) income from operations | 4,527,741 | 41,723,260 |
Total assets | 11,539,435 | 80,395,688 |
Depreciation and amortization | 10,886 | 2,002,900 |
Stock compensation | 783,689 | |
Long-lived assets | $ 679,995 | $ 3,284,423 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - USD ($) | 5 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 05, 2019 | May 23, 2019 | |
Stock Based Compensation (Details) [Line Items] | |||||
Aggregate Intrinsic Value (in Dollars) | $ 2.8 | ||||
DocGo Inc. and Subsidiaries [Member] | |||||
Stock Based Compensation (Details) [Line Items] | |||||
Reserved shares (in Shares) | 229,807 | 1,587,700 | |||
Stock options granted maximum contractual term | 10 years | ||||
employee options (in Shares) | 2.5 | ||||
Aggregate Intrinsic Value (in Dollars) | $ 0.43 | ||||
Stock option awards granted (in Dollars) | $ 1,947,767 | $ 20,792,804 | |||
Recognize weighted-average period | 2 years 4 months 24 days | 3 years 8 months 12 days | |||
Minimum [Member] | |||||
Stock Based Compensation (Details) [Line Items] | |||||
Various terms based on continuous services over periods | 3 years | ||||
Maximum [Member] | |||||
Stock Based Compensation (Details) [Line Items] | |||||
Various terms based on continuous services over periods | 5 years | ||||
Class B Common Stock [Member] | DocGo Inc. and Subsidiaries [Member] | |||||
Stock Based Compensation (Details) [Line Items] | |||||
Reserved shares (in Shares) | 2,017 | ||||
Class A Common Stock [Member] | DocGo Inc. and Subsidiaries [Member] | |||||
Stock Based Compensation (Details) [Line Items] | |||||
Reserved shares (in Shares) | 16,607,894 |
Stock Based Compensation (Det_2
Stock Based Compensation (Details) - Schedule of fair value of the sole stock option grant - DocGo Inc. and Subsidiaries [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Based Compensation (Details) - Schedule of fair value of the sole stock option grant [Line Items] | ||
Expected term (in years) | 2 years | |
Volatility | 44.48% | |
Dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Stock Based Compensation (Details) - Schedule of fair value of the sole stock option grant [Line Items] | ||
Risk-free interest rate | 0.12% | 0.14% |
Expected term (in years) | 1 year | |
Volatility | 63.00% | |
Maximum [Member] | ||
Stock Based Compensation (Details) - Schedule of fair value of the sole stock option grant [Line Items] | ||
Risk-free interest rate | 0.67% | 1.58% |
Expected term (in years) | 5 years | |
Volatility | 65.00% |
Stock Based Compensation (Det_3
Stock Based Compensation (Details) - Schedule of stock option activity under the plan - DocGo Inc. and Subsidiaries [Member] - USD ($) | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Stock Based Compensation (Details) - Schedule of stock option activity under the plan [Line Items] | |||
Options Shares, Beginning | 4,635,898 | 2,741,867 | |
Weighted Average Exercise Price, Beginning | $ 1.84 | $ 2.19 | |
Weighted Average Remaining Contractual Life in Years, Beginning | 7 years 9 months 21 days | ||
Aggregate Intrinsic Value, Beginning | $ 8,129,671 | $ 1,344,800 | |
Options Shares , Granted/Vested | 1,035,523 | 5,495,095 | 1,322,548 |
Weighted Average Exercise Price , Granted/Vested | $ 1.66 | $ 2.88 | $ 1.59 |
Weighted Average Remaining Contractual Life in Years , Granted/Vested | 9 years 1 month 9 days | 9 years 9 months 18 days | 10 years 3 days |
Aggregate Intrinsic Value, Granted/Vested | |||
Options Shares , Exercised | (1,235,130) | ||
Weighted Average Exercise Price , Exercised | $ 0.5 | ||
Weighted Average Remaining Contractual Life in Years , Exercised | 4 years 3 months 25 days | ||
Aggregate Intrinsic Value, Exercised | |||
Options Shares , Cancelled | (12,438) | (472,891) | (451,602) |
Weighted Average Exercise Price , Cancelled | $ 2.37 | $ 6.36 | |
Weighted Average Remaining Contractual Life in Years , Cancelled | 7 years 11 months 4 days | ||
Aggregate Intrinsic Value, Cancelled | |||
Options Shares, Ending | 4,635,898 | 8,422,972 | 3,612,813 |
Weighted Average Exercise Price , Ending | $ 1.84 | $ 6.21 | $ 1.92 |
Weighted Average Remaining Contractual Life in Years , Ending | 7 years 3 months 10 days | 8 years 9 months 7 days | 7 years 8 months 26 days |
Aggregate Intrinsic Value , Ending | $ 8,129,671 | $ 24,706,020 | $ 1,344,800 |
Options Shares , Options vested and exercisable | 2,378,212 | ||
Weighted Average Exercise Price , Options vested and exercisable | $ 2.88 | ||
Weighted Average Remaining Contractual Life in Years , Options vested and exercisable | 6 years 10 months 28 days | ||
Aggregate Intrinsic Value , Options vested and exercisable | $ 15,914,624 |
Leases (Details)
Leases (Details) - DocGo Inc. and Subsidiaries [Member] - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 19, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 30, 2020 | |
Leases (Details) [Line Items] | ||||
Expiring Date | 2026 | |||
Estimated borrowing rate | 6.00% | |||
Operating lease expense | $ 1,993,984 | $ 1,828,356 | $ 1,828,356 | |
Operating lease payment | 1,993,984 | |||
Financing lease payments | 2,741,784 | |||
Finance lease agreement with liability | 10,139,410 | 7,373,664 | ||
Accumulated depreciation | 7,095,242 | 4,181,317 | ||
Depreciation | $ 2,913,925 | $ 2,126,351 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of comprise lease expenses - DocGo Inc. and Subsidiaries [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 30, 2020 | |
Leases (Details) - Schedule of comprise lease expenses [Line Items] | |||
Operating lease expense | $ 1,993,984 | $ 1,828,356 | $ 1,828,356 |
Short-term lease expense | 1,012,260 | 175,006 | |
Total lease cost | 3,006,244 | $ 2,003,362 | |
Finance lease payment | 2,741,784 | 2,122,550 | |
Short-term lease payment | |||
Total lease payments | $ 2,741,784 | $ 2,122,550 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of supplemental balance sheet information - DocGo Inc. and Subsidiaries [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Lease right-of-use assets | $ 4,195,682 | $ 4,997,407 |
Total lease assets | 4,195,682 | 4,997,407 |
Liabilities | ||
Lease liability – current portion | 1,461,335 | 1,620,470 |
Lease liability, net of current portion | 2,980,946 | 3,638,254 |
Total lease liability | 4,442,281 | 5,258,724 |
Assets | ||
Lease right-of-use assets | 9,307,113 | 7,001,644 |
Total lease assets | 9,307,113 | 7,001,644 |
Liabilities | ||
Lease liability – current portion | 3,271,990 | 1,876,765 |
Lease liability, net of current portion | 6,867,420 | 5,496,899 |
Total lease liability | $ 10,139,410 | $ 7,373,664 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of weighted average remaining lease term and the weighted average discount rate - DocGo Inc. and Subsidiaries [Member] | Dec. 31, 2021 |
Leases (Details) - Schedule of weighted average remaining lease term and the weighted average discount rate [Line Items] | |
Weighted average remaining lease term (in years) – operating leases | 4 years 1 month 20 days |
Weighted average discount rate – operating leases | 6.00% |
Weighted average remaining lease term (in years) – finance leases | 3 years 8 months 26 days |
Weighted average discount rate – finance leases | 6.02% |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of maturities of operating lease liabilities - DocGo Inc. and Subsidiaries [Member] | Dec. 31, 2021USD ($) |
Operating Lease [Member] | |
Leases (Details) - Schedule of maturities of operating lease liabilities [Line Items] | |
2022 | $ 1,676,108 |
2023 | 1,223,423 |
2024 | 816,775 |
2025 | 828,396 |
2026 | 424,851 |
2027 and thereafter | |
Total future minimum lease payments | 4,969,553 |
Less effects of discounting | (527,272) |
Present value of future minimum lease payments | 4,442,281 |
Finance Leases [Member] | |
Leases (Details) - Schedule of maturities of operating lease liabilities [Line Items] | |
2022 | 3,793,669 |
2023 | 3,031,143 |
2024 | 1,725,470 |
2025 | 1,733,910 |
2026 | 1,073,180 |
2027 and thereafter | |
Total future minimum lease payments | 11,357,372 |
Less effects of discounting | (1,217,962) |
Present value of future minimum lease payments | $ 10,139,410 |
Other Income (Details)
Other Income (Details) - DocGo Inc. and Subsidiaries [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Other Income (Details) [Line Items] | ||
Other loss | $ 40,086 | |
Net realized foreign exchange loss | 45,826 | |
Rental income | $ 5,740 | |
Other income | $ 300,000 |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of reconciliation of the statutory U.S. federal income tax rate - DocGo Inc. and Subsidiaries [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes (Details) - Schedule of reconciliation of the statutory U.S. federal income tax rate [Line Items] | ||
Statutory federal income tax benefit | 21.00% | 21.00% |
Permanent items | (2.71%) | 0.44% |
State taxes, net of federal tax benefit | 5.99% | 8.02% |
Effects of Rates Different From Statutory | (0.06%) | 0.00% |
Rate Change | 0.00% | 0.00% |
Other | (0.71%) | 0.00% |
Change in valuation allowance | (20.98%) | (28.36%) |
Income tax provision/(benefit) | 2.53% | 1.10% |
Income Taxes (Details) - Sche_5
Income Taxes (Details) - Schedule of income tax provision (benefit) - DocGo Inc. and Subsidiaries [Member] - USD ($) | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Federal | $ 295,956 | ||
State and local | 319,741 | 167,443 | |
Foreign | |||
Current | 615,697 | 167,443 | |
Deferred: | |||
Federal | |||
State and local | |||
Foreign | |||
Deferred | |||
Total income tax expense (benefit) | $ 167,443 | $ 615,697 | $ 167,443 |
Income Taxes (Details) - Sche_6
Income Taxes (Details) - Schedule of deferred tax assets and liabilities - DocGo Inc. and Subsidiaries [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets (liabilities): | ||
Net operating loss carryforwards | $ 17,153,341 | $ 21,936,556 |
Allowance for doubtful accounts | 874,029 | 2,323,541 |
Amortization | (582,284) | (533,178) |
Prepaid expenses | (411,798) | (207,162) |
Property and equipment | (2,245,003) | (1,447,130) |
Research and development expense | (580,497) | (622,980) |
Accrued bonus | 1,414,357 | |
Stock compensation | 883,317 | 592,967 |
Other | 197,218 | (11,313) |
Net deferred tax assets | 16,702,680 | 22,031,301 |
Valuation allowance | (16,702,680) | (22,031,301) |
Deferred tax assets, net of allowance |
Legal Proceedings (Details)
Legal Proceedings (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
DocGo Inc. and Subsidiaries [Member] | ||
Legal Proceedings (Details) [Line Items] | ||
Recorded a liability | $ 1,000,000 | $ 1,000,000 |
Risk and Uncertainties (Details
Risk and Uncertainties (Details) - DocGo Inc. and Subsidiaries [Member] - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Risk and Uncertainties (Details) [Line Items] | |||
Percentage of payments | 100.00% | ||
Proceeds from payments received | $ 2,397,024 | ||
Repayment terms | 11 months | ||
Medicare payment percentage | 25.00% | ||
Medicare accelerated payments description | 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. As of December 31, 2021, the entire balance of $975,415 of Medicare accelerated payments are reflected within accrued liabilities in the consolidated balance sheet. | ||
PHSSEF [Member] | |||
Risk and Uncertainties (Details) [Line Items] | |||
Proceeds from payments received | $ 1,046,955 |