UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to________________ MOTION ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) | --- | --- | --- | |------------------------------------|---------------- ...

PART I [Business](index=5&type=section&id=Item%201.%20Business) Motion Acquisition Corp. is a blank check company with no operations, focused on a business combination, having entered a merger agreement with DocGo - The company is a blank check or 'shell company' whose primary purpose is to effect a business combination[18](index=18&type=chunk) Initial Public Offering and Private Placement Details | Offering/Placement | Date | Securities | Price per Security | Gross Proceeds | | :--- | :--- | :--- | :--- | :--- | | Initial Public Offering | Oct 19, 2020 | 11,500,000 Units | $10.00 | $115,000,000 | | Private Placement | Oct 19, 2020 | 2,533,333 Warrants | $1.50 | $3,800,000 | - On March 8, 2021, the company entered a definitive merger agreement with Ambulnz, Inc. (dba DocGo), involving the exchange of **83,600,000 shares** of Class A common stock[25](index=25&type=chunk)[27](index=27&type=chunk) - The company faces significant competition from other blank check companies, private equity groups, and operating businesses for strategic acquisitions, a trend increasing since late 2020[57](index=57&type=chunk)[58](index=58&type=chunk) [Risk Factors](index=14&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks as a blank check company, including the deadline for business combination, competition, conflicts of interest, and potential liquidation - The company must complete its initial business combination by **October 19, 2022**, or face liquidation and worthless warrants[109](index=109&type=chunk)[152](index=152&type=chunk) - A significant conflict of interest exists as the Sponsor, officers, and directors will lose their entire investment if a business combination is not completed[202](index=202&type=chunk)[203](index=203&type=chunk) - The search for a business combination may be adversely affected by the COVID-19 pandemic, impacting travel, meetings, and financing capabilities[142](index=142&type=chunk)[143](index=143&type=chunk)[144](index=144&type=chunk) - The company's securities may be delisted from Nasdaq for failing to meet listing requirements, limiting liquidity and potentially subjecting them to 'penny stock' rules[215](index=215&type=chunk)[216](index=216&type=chunk) - As an 'emerging growth company,' reduced disclosure obligations may make its securities less attractive and performance harder to compare[254](index=254&type=chunk)[255](index=255&type=chunk) [Unresolved Staff Comments](index=43&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments - Not applicable[278](index=278&type=chunk) [Properties](index=43&type=section&id=Item%202.%20Properties) The company's executive offices are located in New York, NY, with space provided at no charge by its counsel - The company's executive offices are located at 405 Lexington Avenue, New York, NY, with space provided at no charge by Graubard Miller[279](index=279&type=chunk) [Legal Proceedings](index=43&type=section&id=Item%203.%20Legal%20Proceedings) The company reports no legal proceedings - None[280](index=280&type=chunk) [Mine Safety Disclosures](index=43&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - Not applicable[281](index=281&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=44&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's Class A common stock, warrants, and units are listed on Nasdaq, with **$115 million** from its IPO held in trust for a business combination - The company's securities trade on Nasdaq under symbols MOTNU (Units), MOTN (Class A common stock), and MOTNW (Public Warrants)[284](index=284&type=chunk) - The company has not paid cash dividends and does not plan to before completing a business combination, with future payments dependent on the post-combination entity's financial condition[286](index=286&type=chunk) - Following the IPO and Private Placement, **$115 million** was placed in the Trust Account, with other funds used for target business identification[292](index=292&type=chunk)[294](index=294&type=chunk) [Selected Financial Data](index=45&type=section&id=Item%206.%20Selected%20Financial%20Data) This section is not applicable to the company - Not applicable[296](index=296&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=46&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) As a blank check company, operations are limited to formation and business combination search, resulting in a **$148,751** net loss for 2020, with **$879,000** in cash for liquidity - On March 8, 2021, the company entered a merger agreement with DocGo and concurrently secured **$125 million** in gross proceeds through a PIPE financing agreement[301](index=301&type=chunk)[307](index=307&type=chunk) - As of December 31, 2020, the company had an unrestricted cash balance of approximately **$879,000** and working capital of approximately **$888,000**[310](index=310&type=chunk) Results of Operations (Inception to Dec 31, 2020) | Metric | Amount (USD) | | :--- | :--- | | Net Loss | ($148,751) | | Operating and formation costs | $168,830 | | Interest earned on Trust Account | $20,078 | - Critical accounting policies include classifying redeemable Class A common stock outside of permanent equity and using the two-class method for net income (loss) per share calculation[318](index=318&type=chunk)[319](index=319&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=48&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable to the company - Not applicable[321](index=321&type=chunk) [Financial Statements and Supplementary Data](index=49&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) Audited financial statements for 2020 show total assets of **$116.1 million**, liabilities of **$4.2 million**, a net loss of **$148,751**, and a subsequent merger agreement with DocGo Balance Sheet Summary as of December 31, 2020 | Category | Amount (USD) | | :--- | :--- | | **Assets** | | | Cash and marketable securities in Trust Account | 115,020,078 | | Total Assets | 116,067,608 | | **Liabilities & Equity** | | | Total Liabilities | 4,184,850 | | Class A common stock subject to redemption | 106,882,750 | | Total Stockholders' Equity | 5,000,008 | Statement of Operations (Inception to Dec 31, 2020) | Metric | Amount (USD) | | :--- | :--- | | Loss from operations | (168,830) | | Interest earned on Trust Account | 20,078 | | **Net Loss** | **(148,751)** | - Subsequent to year-end, on March 8, 2021, the company entered a definitive merger agreement with Ambulnz, Inc. (dba DocGo), expected to close in Q2 2021[349](index=349&type=chunk)[412](index=412&type=chunk) [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=67&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[429](index=429&type=chunk) [Controls and Procedures](index=67&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of December 31, 2020, with no material changes to internal controls reported - The CEO and CFO concluded the company's disclosure controls and procedures were effective as of December 31, 2020[432](index=432&type=chunk) - No report on internal control over financial reporting is included due to the transition period for newly public companies[433](index=433&type=chunk) [Other Information](index=67&type=section&id=Item%209B.%20Other%20Information) This section is not applicable - Not applicable[435](index=435&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=68&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company is led by an experienced executive team and a board with three independent committees, operating under an adopted Code of Ethics - The executive team includes James M. Travers (Chairman), Michael Burdiek (CEO), Richard Vitelle (CFO), and Garo Sarkissian (EVP, Corporate Development)[438](index=438&type=chunk) - The board has three standing committees (Audit, Compensation, Nominating), each composed entirely of independent directors Andrew G. Flett, Mark Licht, and Kyle Messman[449](index=449&type=chunk)[451](index=451&type=chunk)[456](index=456&type=chunk)[463](index=463&type=chunk) - The company has adopted a Code of Ethics for its directors, officers, and employees[468](index=468&type=chunk) [Executive Compensation](index=73&type=section&id=Item%2011.%20Executive%20Compensation) No cash compensation has been paid to officers or directors for services, with only expense reimbursement prior to a business combination - No cash compensation has been paid to officers or directors for services, with only reimbursement for out-of-pocket expenses prior to a business combination[469](index=469&type=chunk) - Compensation for management remaining after the business combination will be determined by the post-combination board of directors[470](index=470&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=73&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of March 29, 2021, Motion Acquisition LLC (Sponsor) and officers/directors beneficially owned **20.0%** of common stock, with Adage Capital Partners holding **7.0%** Beneficial Ownership as of March 29, 2021 | Beneficial Owner | Number of Shares | Percentage of Outstanding | | :--- | :--- | :--- | | Motion Acquisition LLC (Sponsor) | 2,875,000 | 20.0% | | All officers and directors as a group | 2,875,000 | 20.0% | | Adage Capital Partners, L.P. | 1,000,000 | 7.0% | [Certain Relationships and Related Transactions, and Director Independence](index=75&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company engaged in related party transactions with its Sponsor, including the sale of Founder Shares and Private Placement Warrants, and has three independent directors - The Sponsor, Motion Acquisition LLC, purchased **2,875,000 Founder Shares** for a capital contribution of **$25,000**[478](index=478&type=chunk) - The Sponsor purchased **2,533,333 Private Placement Warrants** at **$1.50 per warrant** for an aggregate of **$3.8 million**[479](index=479&type=chunk) - The board has determined that Andrew Flett, Mark Licht, and Kyle Messman are independent directors per Nasdaq listing standards[491](index=491&type=chunk) [Principal Accountant Fees and Services](index=77&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The company's independent auditor is WithumSmith+Brown, PC, with total audit fees of approximately **$68,900** for the period ending December 31, 2020 Accountant Fees (Fiscal 2020) | Fee Category | Amount (USD) | | :--- | :--- | | Audit Fees | ~$68,900 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | PART IV [Exhibits, Financial Statement Schedules](index=78&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all exhibits filed with the Form 10-K, including the Merger Agreement with Ambulnz Inc. and other key corporate documents - This section provides an index of all exhibits filed with the Form 10-K, including financial statements and various material agreements[499](index=499&type=chunk)[500](index=500&type=chunk) [Form 10-K Summary](index=79&type=section&id=Item%2016.%20Form%2010-K%20Summary) This section is not applicable - None[502](index=502&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ MOTION ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) | --- | --- | --- | |------------------------------------|------ ...