DocGo (DCGO) - 2020 Q4 - Annual Report

PART I Business 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] 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][27] - 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][58] Risk Factors 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][152] - 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][203] - The search for a business combination may be adversely affected by the COVID-19 pandemic, impacting travel, meetings, and financing capabilities[142][143][144] - 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][216] - As an 'emerging growth company,' reduced disclosure obligations may make its securities less attractive and performance harder to compare[254][255] Unresolved Staff Comments The company reports no unresolved staff comments - Not applicable[278] Properties 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] Legal Proceedings The company reports no legal proceedings - None[280] Mine Safety Disclosures This section is not applicable to the company - Not applicable[281] PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 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] - 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] - Following the IPO and Private Placement, $115 million was placed in the Trust Account, with other funds used for target business identification[292][294] Selected Financial Data This section is not applicable to the company - Not applicable[296] Management's Discussion and Analysis of Financial Condition and Results of Operations 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][307] - As of December 31, 2020, the company had an unrestricted cash balance of approximately $879,000 and working capital of approximately $888,000[310] 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][319] Quantitative and Qualitative Disclosures About Market Risk This section is not applicable to the company - Not applicable[321] Financial Statements and Supplementary Data 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][412] Changes in and Disagreements With Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[429] Controls and Procedures 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] - No report on internal control over financial reporting is included due to the transition period for newly public companies[433] Other Information This section is not applicable - Not applicable[435] PART III Directors, Executive Officers and Corporate Governance 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] - The board has three standing committees (Audit, Compensation, Nominating), each composed entirely of independent directors Andrew G. Flett, Mark Licht, and Kyle Messman[449][451][456][463] - The company has adopted a Code of Ethics for its directors, officers, and employees[468] Executive Compensation 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] - Compensation for management remaining after the business combination will be determined by the post-combination board of directors[470] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 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 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] - The Sponsor purchased 2,533,333 Private Placement Warrants at $1.50 per warrant for an aggregate of $3.8 million[479] - The board has determined that Andrew Flett, Mark Licht, and Kyle Messman are independent directors per Nasdaq listing standards[491] Principal Accountant Fees and Services 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 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][500] Form 10-K Summary This section is not applicable - None[502]