DocGo (DCGO) - 2021 Q3 - Quarterly Report

Explanatory Note This report details Motion Acquisition Corp.'s financial position and operations prior to its business combination with Ambulnz, Inc. Business Combination This report reflects Motion Acquisition Corp.'s status before its November 5, 2021 merger with Ambulnz, Inc., which resulted in the formation of DocGo Inc. - Motion Acquisition Corp. completed its business combination with Ambulnz, Inc. on November 5, 2021, after the reporting period[6] - Upon closing the business combination, the company changed its name from Motion Acquisition Corp. to DocGo Inc.[7] - This report primarily presents information regarding Motion Acquisition Corp. prior to the business combination's closing[8][9] PART I. FINANCIAL INFORMATION This section presents the company's unaudited condensed financial statements, management's analysis, market risk disclosures, and internal controls. Condensed Financial Statements These statements present the company's financial position as a blank check company, highlighting $115 million in trust assets and a $0.5 million net loss for the nine months ended September 30, 2021. Condensed Consolidated Balance Sheets The balance sheet shows total assets of $115.3 million as of September 30, 2021, primarily from the Trust Account, with a stockholders' deficit of $12.7 million. Condensed Consolidated Balance Sheet Data (Unaudited) | Balance Sheet Items | Sep 30, 2021 ($) | Dec 31, 2020 ($) | | :--- | :--- | :--- | | Assets | | | | Cash | $59,319 | $878,653 | | Investments held in Trust Account | $115,000,482 | $115,020,078 | | Total Assets | $115,288,058 | $116,067,608 | | Liabilities | | | | Warrant liabilities | $8,595,000 | $9,040,670 | | Deferred underwriting commissions | $4,025,000 | $4,025,000 | | Total Liabilities | $12,954,182 | $13,225,520 | | Class A common stock subject to possible redemption | $115,000,000 | $115,000,000 | | Total Stockholders' Deficit | ($12,666,124) | ($12,157,912) | Unaudited Condensed Consolidated Statements of Operations For the three months ended September 30, 2021, the company reported net income of $0.54 million, primarily from warrant fair value changes, resulting in a net loss of $0.51 million for the nine-month period. Statement of Operations Highlights (Unaudited) | Metric | Three Months Ended Sep 30, 2021 ($) | Nine Months Ended Sep 30, 2021 ($) | | :--- | :--- | :--- | | General and administrative expenses | $348,325 | $976,486 | | Loss from operations | ($348,325) | ($976,486) | | Change in fair value of warrant liabilities | $891,332 | $445,670 | | Net income (loss) | $544,487 | ($508,212) | | Basic and diluted net income (loss) per Class A common share | $0.04 | ($0.04) | Notes to Unaudited Condensed Consolidated Financial Statements These notes detail the post-period business combination, accounting policies including redeemable stock reclassification, IPO specifics, and warrant terms. - The business combination with Ambulnz, Inc. was completed on November 5, 2021, after the reporting period[26][105] - Financial statements were revised to classify redeemable Class A common stock as temporary equity per ASC 480, reclassifying amounts from stockholders' equity for prior periods[42][43] - The Initial Public Offering on October 19, 2020, generated $115.0 million in gross proceeds from 11,500,000 units at $10.00 per unit[71] - As of September 30, 2021, derivative warrant liabilities totaled $8.6 million, with $4.0 million in deferred underwriting commissions payable upon business combination[83][101] Management's Discussion and Analysis of Financial Condition and Results of Operations This MD&A covers the company's pre-merger operations, reporting a $0.5 million net loss for the nine months ended September 30, 2021, and discusses critical accounting policies. - The company, a blank check entity, merged with Ambulnz, Inc. (DocGo) on November 5, 2021, following an agreement on March 8, 2021[109][110] - For the nine months ended September 30, 2021, the company reported a net loss of approximately $0.5 million, primarily due to $1.0 million in general and administrative expenses, partially offset by a $0.4 million positive change in warrant fair value[119] - As of September 30, 2021, the company held approximately $60,000 in cash and had a negative working capital of approximately $47,000[113] - Critical accounting policies encompass derivative warrant liabilities and the classification of redeemable Class A common stock as temporary equity[123][124] Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, the company is exempt from providing quantitative and qualitative disclosures about market risk. - The company is exempt from providing this information as a smaller reporting company under Rule 12b-2 of the Exchange Act[130] Controls and Procedures Management concluded that disclosure controls and procedures were effective as of September 30, 2021, with no material changes to internal control over financial reporting. - Management determined that disclosure controls and procedures were effective as of September 30, 2021[131] - No material changes occurred in the company's internal control over financial reporting during the third quarter of 2021[133] PART II. OTHER INFORMATION This section details unregistered equity sales, use of proceeds, and a list of exhibits filed with the report. Unregistered Sales of Equity Securities and Use of Proceeds This section outlines the $115 million gross proceeds from the IPO and $3.8 million from a private placement of warrants, with $115 million deposited into the Trust Account. - The Initial Public Offering generated $115 million in gross proceeds from 11,500,000 units at $10.00 per unit[135] - A private placement of 2,533,333 warrants at $1.50 each generated $3.8 million in total proceeds[136] - A total of $115,000,000 from the IPO and private placement was deposited into the Trust Account[138] Exhibits This section lists all exhibits filed with the Form 10-Q, including officer certifications and Inline XBRL documents. - Certifications from the Chief Executive Officer and Chief Financial Officer are included as required by the Sarbanes-Oxley Act of 2002[141] - Inline XBRL documents are provided as exhibits for financial data tagging[141]