S-4 1 fs42021_motionacqco.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on July 2, 2021

No. 333-        

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________________

MOTION ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

_____________________

Delaware

 

6770

 

85-2515483

(State or other jurisdiction of
incorporation or organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification No.)

c/o Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
Telephone: (212) 818
-8800
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_____________________

Michael Burdiek, Chief Executive Officer
Motion Acquisition Corp.
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
Telephone: (212) 818
-8800
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________

Copies of all communications, including communications sent to agent for service, should be sent to:

David Alan Miller, Esq.
Jeffrey M. Gallant, Esq.
Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
Telephone: (212) 818
-8800

 

George Stamas
William Sorabella
Evan D’Amico
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, NY 10166
Tel: (212) 351
-4000

_____________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the merger.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.

If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form  is a post-effective amendment filed pursuant to Rule 462(d) under the Securities act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

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

 

Large accelerated filer

 

 

Accelerated filer                   

 

   
   

Non-accelerated filer

 

 

Smaller reporting company          

 

 
           

Emerging growth company          

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

If applicable, please place an in the box to designate the appropriate rule provision relied upon in conducting this transaction:

 

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

 

   
   

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

   

 

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CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered(1)

 

Amount
to be
Registered

 

Proposed
Maximum
Offering
Price
Per Security

 

Proposed
Maximum
Aggregate
Offering
Price

 

Amount of
Registration
Fee
(2)

Common Stock, par value $0.0001 per share(3)

 

88,600,000

 

$

9.935

(4)

 

$

880,241,000

 

$

96,034.29

Total

 

88,600,000

 

 

 

 

$

880,241,000

 

$

96,034.29

____________

(1)      Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, there are also being registered an indeterminable number of additional shares of the post-business combination registrant’s single class of common stock, par value $0.0001 per share (“New DocGo Common Stock”) as may be issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions.

(2)      Calculated in accordance with Section 6(b) of the Securities Act by multiplying the applicable proposed maximum aggregate offering price of securities to be registered by 0.0001091.

(3)      Represents the number of shares of New DocGo Common Stock to be issued or reserved for issuance by the registrant to securityholders of Ambulnz, Inc. upon consummation of the proposed business combination described herein, and includes (i) 83,600,000 shares of New DocGo Common Stock issuable in respect of the outstanding equity securities of Ambulnz, Inc., on an as-converted basis, immediately prior to the consummation of the transactions described herein and (ii) 5,000,000 shares of New DocGo Common Stock, representing the maximum number of shares of New DocGo Common Stock issuable in respect of those certain earn-out provisions described herein.

(4)      Estimated solely for the purpose of calculating the registration fee, based on $9.935, the average of the high and low sales prices of the registrant’s Class A Common Stock on June 29, 2021 (a date within five business days prior to the date of this registration statement). This calculation is in accordance with Rule 457(c) and Rule 457(f)(1) of the Securities Act of 1933, as amended.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

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The information in this preliminary proxy statement/consent solicitation statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/consent solicitation statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS
DATED JULY 2, 2021, SUBJECT TO COMPLETION

 

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
OF
MOTION ACQUISITION CORP.

PROSPECTUS FOR UP TO 88,600,000 SHARES OF CLASS A COMMON STOCK

On March 8, 2021, Motion Acquisition Corp., a Delaware corporation (“Motion”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Motion Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of Motion (“Merger Sub”), and Ambulnz, Inc., a Delaware corporation (“DocGo”). Pursuant to the Merger Agreement, Merger Sub will merge with and into DocGo, with DocGo surviving the merger as a wholly-owned subsidiary of Motion (the “Merger”). As a result of the Merger, and upon consummation of the Merger and the other transactions contemplated by the Merger Agreement (together with the Merger, the “Transactions”), DocGo will become a wholly-owned subsidiary of Motion and the stockholders of DocGo will become stockholders of Motion. In connection with the Merger, Motion will change its name to “DocGo Inc.” We refer to Motion after the consummation of the Merger as “New DocGo”.

Pursuant to the Merger Agreement, the aggregate consideration payable to equityholders of DocGo at the effective time of the Merger (the “Effective Time”) consists of 83,600,000 shares (“Closing Shares”) of Motion’s single class of common stock following the Merger, par value $0.0001 per share (“New DocGo Common Stock”). In addition, the holders of Class A common stock of DocGo, no par value (“Existing DocGo Class A Common Stock”), holders of Class B common stock of DocGo, no par value (“Existing DocGo Class B Stock”, together with Existing Class A Common Stock, “Existing DocGo Common Stock”) and holders of Series A preferred stock of DocGo, no par value (“Existing DocGo Preferred Stock”, which will convert to Existing DocGo Class A prior to the Closing) immediately prior to the Closing will receive the contingent right to receive a pro rata portion of up to an aggregate of 5,000,000 shares of New DocGo Common Stock (the “Contingent Shares”) upon the satisfaction of certain earnout conditions described in more detail elsewhere in this proxy statement/consent solicitation statement/prospectus.

Concurrently with the execution of the Merger Agreement, Motion and certain accredited investors (“PIPE Investors”) entered into a series of subscription agreements (“PIPE Agreements”) providing for the purchase by the PIPE Investors at the Effective Time of an aggregate of 12,500,000 shares of New DocGo Common Stock (“PIPE Shares”) at a price per share of $10.00, for gross proceeds to New DocGo of $125,000,000 (collectively, the “PIPE”). The closing of the PIPE is conditioned upon the consummation of the Merger.

Immediately after the Effective Time, DocGo’s stockholders will hold approximately [__]% of the issued and outstanding New DocGo Common Stock, the current stockholders of Motion (including the Sponsor) will hold approximately [__]% of the issued and outstanding New DocGo Common Stock, and the PIPE Investors will hold approximately [__]% of the issued and outstanding New DocGo Common Stock, which pro forma ownership assumes (i) no holders of Public Shares exercise their redemption rights; (ii) [__] Existing DocGo Convertible Securities remain outstanding prior to consummation of the Business Combination and [__] Closing Shares are issued as consideration to equityholders of DocGo; and (iii) that there are [__] shares of New DocGo Common Stock outstanding following the consummation of the Business Combination. If the maximum number of Public Shares are redeemed such that DocGo does not have the right to terminate the Merger Agreement as described herein, such percentages will be approximately [__]%, [__]%, and [__]%, respectively. See the section titled “The Business Combination Proposal — Structure of the Transactions” for more information.

Proposals to approve the Merger Agreement and the other matters discussed in this proxy statement/consent solicitation statement/prospectus will be presented at an annual meeting of Motion stockholders scheduled to be held on [•], 2021 in virtual format.

Motion’s units, Class A common stock and warrants are publicly traded on the Capital Market of the Nasdaq Stock Market LLC (“Nasdaq”). Motion intends to apply for listing of the New DocGo Common Stock and warrants on Nasdaq under the symbols “DCGO” and “DCGOW,” respectively, upon the closing of the Transactions.

 

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Motion will not have units traded on Nasdaq following consummation of the Transactions. It is a condition of the consummation of the Transactions that the New DocGo Common Stock is approved for listing on Nasdaq (subject only to official notice of issuance thereof and round lot holder requirements), but there can be no assurance such listing condition will be met. If such listing condition is not met, the Merger will not be consummated unless the listing condition set forth in the Merger Agreement is waived by the parties to the Merger Agreement.

Motion is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

This proxy statement/consent solicitation statement/prospectus provides you with detailed information about the proposed Merger. It also contains or references information about Motion and DocGo and certain related matters. You are encouraged to read this proxy statement/consent solicitation statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 32 for a discussion of the risks you should consider in evaluating the proposed Merger and how it will affect you.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Merger, the issuance of shares of New DocGo Common Stock in connection with the Merger or the other transactions described in this proxy statement/consent solicitation statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/consent solicitation statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/consent solicitation statement/prospectus is dated [•], 2021, and is first being mailed to stockholders of Motion on or about [•], 2021.

 

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PRELIMINARY — SUBJECT TO COMPLETION, DATED JULY 2, 2021

MOTION ACQUISITION CORP.

NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
[•], 2021

TO THE STOCKHOLDERS OF MOTION ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that the 2021 annual meeting (the “Motion Annual Meeting”) of the stockholders of Motion Acquisition Corp., a Delaware corporation (“Motion”), will be held on [•], 2021, at [•] a.m. Eastern Time, via a virtual meeting. In light of the novel coronavirus disease (“COVID-19”) pandemic and to support the well-being of Motion’s stockholders, the Motion Annual Meeting will be completely virtual. You may attend the Motion Annual Meeting and vote your shares electronically during the meeting via live audio webcast by visiting []. You will need the control number that is printed on your proxy card to enter the Motion Annual Meeting. Motion recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the Motion Annual Meeting starts. Please note that you will not be able to attend the Motion Annual Meeting in person.

As previously disclosed, on March 8, 2021, Motion entered into an Agreement and Plan of Merger (as it may be amended and/or restated from time to time, the “Merger Agreement”), by and among Motion, Motion Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of Motion (“Merger Sub”) and Ambulnz, Inc., a Delaware corporation (“DocGo”), pursuant to which Merger Sub will merge with and into DocGo, with DocGo surviving the merger (“Merger”). As a result of the Merger, and upon consummation of the Merger and the other transactions contemplated by the Merger Agreement (together with the Merger, the “Transactions”), DocGo will become a wholly-owned subsidiary of Motion and the stockholders of DocGo will become stockholders of Motion. In connection with the Merger, Motion will change its name to “DocGo Inc.”

Concurrently with the execution of the Merger Agreement, Motion and certain accredited investors (“PIPE Investors”) entered into a series of subscription agreements (“PIPE Agreements”) providing for the purchase by the PIPE Investors at the Effective Time of an aggregate of 12,500,000 shares of New DocGo Common Stock (“PIPE Shares”) at a price per share of $10.00, for gross proceeds to New DocGo of $125,000,000 (collectively, the “PIPE”). The closing of the PIPE is conditioned upon the consummation of the Merger.

At the Motion Annual Meeting, Motion’s stockholders will be asked to approve the business combination contemplated by the and any and all other business that may properly come before the Motion Annual Meeting or any continuation, postponement, or adjournment thereof, as follows:

1.      The Business Combination Proposal — To consider and vote upon a proposal to approve the Merger Agreement and the transactions contemplated thereby, including the Merger. A copy of the Merger Agreement is attached to this proxy statement/consent solicitation statement/prospectus as Annex A (Proposal No. 1);

2.      The Charter Proposals — To consider and vote upon separate proposals to approve amendments to Motion’s amended and restated certificate of incorporation (“Existing Charter”), which amendments will be effective following the consummation of the Transactions and will be embodied in a second amended and restated certificate of incorporation of New DocGo (the “Proposed Charter”), to: (a) provide for one class of common stock as opposed to two classes of common stock; (b) increase the number of authorized shares of common stock from 50,000,000 shares to 500,000,000 shares and increase the number of authorized shares of preferred stock from 1,000,000 shares to 50,000,000 shares; (c) require an affirmative vote of holders of at least two-thirds (662/3%) of the voting power of all of the then outstanding shares of voting stock following the consummation of the Transactions, voting together as a single class, to amend, alter, repeal or rescind certain provisions of the Proposed Charter; (d) require an affirmative vote of holders of at least two-thirds (662/3%) of the voting power of all of the then outstanding shares of voting stock of following the consummation of the Transactions, voting together as a single class, for stockholders to amend, alter, repeal or rescind any provision of the bylaws; (e) provide for the removal of directors with cause only by stockholders voting at least two-thirds (662/3%) of the voting power of all of the then outstanding shares of voting stock of following the consummation of the Transactions, voting together as a single class; (f) eliminate the ability of stockholders to act by written

 

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consent, (g) provide that special meetings of stockholders may only be called by the board of directors, chairman or chief executive officer of the post-combination company, (h) provide that any increase or decrease to the number of authorized shares requires the affirmative vote of the holders of the majority of the voting power of the stock entitled to vote generally in the election of directors, voting together as a single class, and (i) remove the various provisions applicable only to special purpose acquisition companies that will no longer be applicable to Motion after the consummation of the Transactions, including changing the name of Motion from “Motion Acquisition Corp.” to “DocGo Inc.” A copy of the Proposed Charter effectuating the foregoing amendments is attached to this proxy statement/consent solicitation statement/prospectus as Annex B (Proposal Nos. 2.A through 2.I);

3.      The Director Election Proposal — To consider and vote upon a proposal to elect seven (7) directors to serve on the board of directors of Motion until their respective successors are duly elected and qualified pursuant to the terms of the Proposed Charter;

4.      The Nasdaq Proposal — To consider and vote upon a proposal, as required by the rules of the Nasdaq Stock Market, to approve (a) the issuance of New DocGo Common Stock in the Merger in an amount greater than 20% of the number of shares of Motion Common Stock before such issuances and (b) the issuance of New DocGo Common Stock resulting in a change of control of Motion;

5.      The Incentive Plan Proposal — To consider and vote upon a proposal to approve and adopt the Incentive Plan (as defined herein) (Proposal No. 5); and

6.      The Adjournment Proposal — To consider and vote upon a proposal to adjourn the Motion Annual Meeting to a later date or dates, if it is determined by Motion and DocGo that more time is necessary to consummate the Transactions for any reason (Proposal No. 6).

Only holders of record of Motion Common Stock (defined below) at the close of business on [•], 2021 are entitled to notice of the Motion Annual Meeting and to vote at the Motion Annual Meeting and any adjournments or postponements of the Motion Annual Meeting. A complete list of Motion stockholders of record entitled to vote at the Motion Annual Meeting will be available for 10 days before the Motion Annual Meeting at the principal executive offices of Motion for inspection by stockholders during ordinary business hours for any purpose germane to the Motion Annual Meeting. The eligible Motion stockholder list will also be available at that time on the Motion Annual Meeting website for examination by any stockholder attending the Motion Annual Meeting live audio webcast.

Motion Acquisition LLC, a Delaware limited liability company of which Motion’s executive officers are the managing members (“Sponsor”) and each officer and director of Motion have agreed to vote all shares of Class A common stock of Motion, par value $0.0001 per share (“Class A Common Stock”) and Class B common stock of Motion, par value $0.0001 per share (“Class B Common Stock”, and together with the Class A Common Stock, the “Motion Common Stock”) held by them in favor of the Business Combination Proposal. As of the record date for the Motion Annual Meeting, these holders together beneficially owned and were entitled to vote an aggregate of 2,875,000 shares of Class B Common Stock, which currently constitutes 20.0% of the outstanding shares of Motion Common Stock. In addition to the shares held by the Sponsor and Motion’s officers and directors, Motion would need 4,312,501 shares, or approximately 37.5% of the 11,500,000 shares of Class A Common Stock sold in Motion’s initial public offering, to be voted in favor of the Business Combination Proposal in order for it to be approved, assuming all outstanding shares are voted on such proposal. If only a quorum of shares of Motion Common Stock is present at the Motion Annual Meeting, Motion would need only 6.3% of the Class A Common Stock to be voted in favor of the Business Combination Proposal in order for it to be approved (provided that consummation of the Business Combination is conditioned upon, among other things approval of the Charter Proposals and Nasdaq Proposal, compliance with the Minimum Cash Condition, and the requirement that Motion have net tangible assets of less than $5,000,001 immediately prior to or upon consummation of the Transactions). The Sponsor, officers, directors and their affiliates have also indicated that they intend to vote their Motion Common Stock in favor of all other proposals being presented by Motion at the Motion Annual Meeting.

Pursuant to Motion’s Existing Charter, Motion will provide holders (“public stockholders”) of its Class A Common Stock (“Public Shares”) with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount on deposit in the trust account (the “Trust Account”), which holds the proceeds of Motion’s initial public offering (“Motion’s IPO”) as of two (2) business days prior to the anticipated consummation

 

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of the Transactions (including interest earned on the funds held in the Trust Account and not previously released to Motion to pay taxes) upon the closing of the Transactions. The per-share amount Motion will distribute to public stockholders who properly redeem their shares will not be reduced by the deferred underwriting commissions that Motion is required to pay to the underwriters of Motion’s IPO. For illustrative purposes, based on funds in the Trust Account of approximately $[•] million on the record date, the estimated per share redemption price would have been approximately $[•]. Public stockholders may elect to redeem their shares regardless of whether they vote for or against the Business Combination Proposal, or do not vote at all, or are not holders of record on the record date. This means that any public stockholder holding Public Shares may exercise redemption rights regardless of whether they are entitled to vote on the Business Combination Proposal and regardless of whether they vote at all. Notwithstanding the foregoing, a public stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Class A Common Stock sold in Motion’s IPO. The Sponsor and Motion’s officers and directors have agreed to waive their redemption rights in connection with the consummation of the Merger with respect to any shares of Motion Common Stock they may hold.

Approval of the Business Combination Proposal and the Adjournment Proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Motion Common Stock on the record date present and entitled to vote at the Motion Annual Meeting. Approval of each of the Charter Proposals will require the affirmative vote of the holders of sixty-five percent (65%) of the outstanding shares of Motion Common Stock on the record date. Approval of the election of each of the seven (7) directors nominated in the Director Election Proposal requires a plurality of the votes cast at the Motion Annual Meeting. Approval of the Nasdaq Proposal and the Incentive Plan Proposal will require the affirmative vote of the holders of a majority of the Motion Common stock present in person (which would include presence at a virtual meeting) or represented by proxy at the Motion Annual Meeting and entitled to vote thereat. The Motion board of directors has unanimously approved each of the proposals.

As of the record date, there was approximately $[•] million in the Trust Account, which Motion intends to use for the purposes of consummating a business combination within the time period described in this proxy statement/consent solicitation statement/prospectus and to pay approximately $[•] in deferred underwriting commissions to the underwriters of Motion’s IPO. Each redemption of Public Shares will decrease the amount in the Trust Account. Motion will not consummate the Merger if the redemption of Public Shares would result in Motion’s failure to have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) (or any successor rule) as of immediately prior to or upon consummation of the Transactions.

The closing of the Merger is conditioned on approval of the Business Combination Proposal, each of the Charter Proposals, and the Nasdaq Proposal. If any of these proposals is not approved and the applicable closing condition in the Merger Agreement is not waived, the remaining proposals will not be presented to stockholders for a vote. The Incentive Plan Proposal and Director Proposal are conditioned on the approval of the Business Combination Proposal, each Charter Proposal, and the Nasdaq Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/consent solicitation statement/prospectus. The proxy statement/consent solicitation statement/prospectus accompanying this notice explains the Merger Agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Motion Annual Meeting. Please review the proxy statement/consent solicitation statement/prospectus carefully.

The Motion board of directors has set [•], 2021 as the record date for the Motion Annual Meeting. Only holders of record of shares of Motion Common Stock at the close of business on [•], 2021 will be entitled to notice of and to vote at the Motion Annual Meeting and any adjournments or postponements thereof. Any stockholder entitled to attend and vote at the Motion Annual Meeting may attend the meeting virtually and is entitled to appoint a proxy to attend and vote on such stockholder’s behalf. Such proxy need not be a holder of shares of Motion Common Stock.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF MOTION COMMON STOCK YOU OWN. Whether or not you plan to attend the Motion Annual Meeting, please complete, sign, date and mail the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also submit a proxy by telephone or via the Internet by following the instructions printed on your proxy card. If you hold your shares through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.

 

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The Motion board of directors has unanimously approved the Merger Agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Business Combination Proposal, “FOR” each of the Charter Proposals, “FOR” the election of each of the seven (7) directors nominated in the Director Election Proposal, “FOR” the Nasdaq Proposal, “FOR” the Incentive Plan Proposal, and “FOR” the Adjournment Proposal, if presented.

If you have any questions or need assistance with voting, please contact Motion’s proxy solicitor, [•], at ([•]) [•]-[•] or email [•] at [•].

If you plan to attend the Motion Annual Meeting and are a beneficial investor who owns your investments through a bank or broker, you will need to contact Continental Stock Transfer & Trust Company to receive a control number. Please read carefully the sections in the proxy statement/consent solicitation statement/prospectus regarding attending and voting at the Motion Annual Meeting to ensure that you comply with these requirements.

 

BY ORDER OF THE BOARD OF DIRECTORS

   

 

   

James Travers
Chairman of the Board

 

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NOTICE OF SOLICITATION OF WRITTEN CONSENT

To Stockholders of Ambulnz, Inc.:

Pursuant to an Agreement and Plan of Merger, dated as of March 8, 2021 (as it may be amended and/or restated from time to time, the “Merger Agreement”), by and among Ambulnz, Inc. (“DocGo”), Motion Acquisition Corp., a Delaware corporation (which is referred to as “Motion”), Motion Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Motion (“Merger Sub”), Merger Sub will merge with and into DocGo, with DocGo surviving the merger as a wholly owned subsidiary of Motion (the “Merger”).

This proxy statement/consent solicitation statement/prospectus is being delivered to you on behalf of the DocGo board of directors to request that holders of DocGo Class A common stock and preferred stock execute and return written consents to adopt and approve the Merger Agreement and the transactions contemplated therein, including the Merger.

Adoption of the Merger Agreement and the transactions contemplated thereby requires the approval of the holders of (i) at least a majority of the outstanding shares of DocGo Class A common stock and preferred stock entitled to vote, voting together as a single class on an as-converted to DocGo Class A common stock basis and (ii) at least a majority of the outstanding shares of DocGo preferred stock entitled to vote. As a closing condition to the Merger Agreement, DocGo must deliver written consents adopting the Merger Agreement and approving the Merger; both DocGo and Motion have a right to terminate the Merger Agreement if such consent is not received within 15 business days after the Registration Statement, of which this proxy statement/consent solicitation statement/prospectus forms a part, is declared effective by the SEC.

This proxy statement/consent solicitation statement/prospectus describes the proposed Merger and the actions to be taken in connection with the Merger and provides additional information about the parties involved. Please give this information your careful attention. A copy of the Merger Agreement is attached as Annex A to this proxy statement/consent solicitation statement/prospectus.

The DocGo board of directors has considered the Merger and the terms of the Merger Agreement and has unanimously determined that the Merger and the Merger Agreement are advisable, fair to and in the best interests of DocGo and its stockholders and recommends that DocGo stockholders adopt the Merger Agreement and approve the Merger Agreement by submitting a written consent.

Please complete, date and sign the written consent furnished with this proxy statement/consent solicitation statement/prospectus and return it promptly to DocGo by one of the means described in “DocGo’s Solicitation of Written Consents.”

 

BY ORDER OF THE BOARD OF DIRECTORS

   

/s/ Stan Vashovsky

   

Stan Vashovsky
Chairman of the Board

 

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TABLE OF CONTENTS

 

Page

TABLE OF CONTENTS

 

i

BASIS OF PRESENTATION AND GLOSSARY

 

1

QUESTIONS AND ANSWERS

 

4

SUMMARY OF THE PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS

 

13

SELECTED HISTORICAL FINANCIAL INFORMATION OF MOTION

 

24

SELECTED HISTORICAL FINANCIAL AND OTHER DATA FOR DOCGO

 

25

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

26

FORWARD-LOOKING STATEMENTS; MARKET, RANKING AND OTHER INDUSTRY DATA

 

29

RISK FACTORS

 

32

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

72

DOCGO’S SOLICITATION OF WRITTEN CONSENTS

 

84

MOTION ANNUAL MEETING OF STOCKHOLDERS

 

85

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

 

92

PROPOSALS NO. 2.A THROUGH 2.I — THE CHARTER PROPOSALS

 

120

PROPOSAL NO. 3 — THE DIRECTOR ELECTION PROPOSAL

 

124

PROPOSAL NO. 4 — THE NASDAQ PROPOSAL

 

126

PROPOSAL NO. 5 — THE INCENTIVE PLAN PROPOSAL

 

128

PROPOSAL NO. 6 — THE ADJOURNMENT PROPOSAL

 

135

U.S. FEDERAL INCOME TAX CONSIDERATIONS

 

136

INFORMATION ABOUT MOTION

 

142

MOTION’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

152

INFORMATION ABOUT DOCGO

 

157

DOCGO’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

177

EXECUTIVE AND DIRECTOR COMPENSATION

 

192

MANAGEMENT OF NEW DOCGO AFTER THE MERGER

 

195

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF NEW DOCGO

 

199

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

203

COMPARISON OF CORPORATE GOVERNANCE AND STOCKHOLDERS’ RIGHTS

 

205

DESCRIPTION OF NEW DOCGO CAPITAL STOCK

 

212

SECURITIES ELIGIBLE FOR FUTURE SALE

 

223

PUBLIC TRADING MARKETS

 

223

EXPERTS

 

224

LEGAL MATTERS

 

224

OTHER MATTERS

 

224

APPRAISAL RIGHTS

 

224

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

 

224

WHERE YOU CAN FIND MORE INFORMATION

 

225

INDEX TO FINANCIAL STATEMENTS

 

F-1

Annex A:

 

Agreement and Plan of Merger, dated as of March 8, 2021 (as it may be amended from time to time), by and among Motion, Merger Sub and DocGo

 

A-1

Annex B:

 

Second Amended and Restated Certificate of Incorporation of New DocGo

 

B-1

Annex C:

 

Form of Amended and Restated Bylaws of New DocGo

 

C-1

Annex D:

 

Form of DocGo Inc. 2021 Incentive Plan

 

D-1

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BASIS OF PRESENTATION AND GLOSSARY

As used in this proxy statement/consent solicitation statement/prospectus, unless otherwise noted or the context otherwise requires:

•        “Board” means the board of directors of Motion;

•        “Business Combination” or “Transactions” each means the transactions contemplated by the Merger Agreement, including the merger of Merger Sub with and into DocGo, with DocGo continuing as the surviving corporation;

•        “Class A Common Stock” means Class A common stock of Motion, par value $0.0001 per share, before giving effect to the Merger;

•        “Class B Common Stock” means Class B common stock of Motion, par value $0.0001 per share, before giving effect to the Merger;

•        “Motion Common Stock” means, collectively, the Class A Common Stock and Class B Common Stock, before giving effect to the Merger;

•        “DGCL” means the General Corporation Law of the State of Delaware;

•        “DocGo” means Ambulnz, Inc., a Delaware corporation, and its consolidated subsidiaries, before giving effect to the Merger;

•        “Effective Time” means the time at which the Merger becomes effective;

•        “Exchange Act” means the Securities Exchange Act of 1934, as amended;

•        “Existing DocGo Class A Stock” means Class A common stock of DocGo, no par value;

•        “Existing DocGo Class B Stock” means Class B common stock of DocGo, no par value;

•        “Existing DocGo Common Stock” means the Existing DocGo Class A Stock and Existing DocGo Class B Stock

•        “Existing DocGo Convertible Securities” means, the Existing DocGo Options and Existing DocGo Warrants;

•        “Existing DocGo Options” means those issued and outstanding options of DocGo exercisable for Existing DocGo Common Stock;

•        “Existing DocGo Preferred Stock” means Series A preferred stock of DocGo, no par value;

•        “Existing DocGo Warrants” means those issued and outstanding warrants of DocGo exercisable for Existing DocGo Common Stock;

•        “Incentive Plan” means the DocGo Inc. 2021 Stock Incentive Plan, in the form attached as Annex D, effective at the closing of the Business Combination;

•        “Merger” means the proposed merger of Merger Sub with and into DocGo;

•        “Merger Agreement” means that Agreement and Plan of Merger, dated as of March 8, 2021 (as it may be amended from time to time), by and among Motion, Merger Sub and DocGo;

•        “Merger Sub” sub means Motion Merger Sub Corp., a Delaware corporation;

•        “Motion” means Motion Acquisition Corp., a Delaware corporation, before giving effect to the Merger;

•        “Nasdaq” means the Nasdaq Stock Market LLC;

•        “New DocGo” means DocGo Inc. (formerly Motion Acquisition Corp.), after giving effect to the Merger;

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•        “New DocGo Common Stock” means, at and following the Effective Time, the single class of common stock of New DocGo, par value $0.0001 per share;

•        “New DocGo Substitute Option” means those Existing DocGo Options converted upon consummation of the Business Combination into the right to exercise into New DocGo Common Stock pursuant to the terms of the Merger Agreement.

•        “New DocGo Substitute Warrant” means those Existing DocGo Options converted upon consummation of the Business Combination into the right to exercise into New DocGo Common Stock pursuant to the terms of the Merger Agreement.

•        “PIPE Agreements” means, collectively, those subscription agreements, in the form attached filed herewith as Exhibit 10.12, by and between Motion and the PIPE Investors, entered into as of March 8, 2021, whereby the PIPE Investors have subscribed for and will purchase 12,500,000 shares of New DocGo Common Stock from Motion for consideration in an aggregate amount of $125 million contemporaneously with the Closing;

•        “PIPE Investment” means those certain investments by the PIPE Investors, as evidenced by the PIPE Agreements with Motion, representing the purchase 12,500,000 shares of New DocGo Common Stock from Motion for consideration in an aggregate amount of $125 million contemporaneously with the Closing;

•        “PIPE Investors” means those certain investors who have executed a PIPE Agreement for the PIPE Investment;

•        “Private Placement Warrant” means those warrants of Motion sold to Sponsor in a private placement simultaneously with the closing of Motion’s initial public offering, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share;

•        “Public Warrant” means the publicly traded warrants of Motion, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share;

•        “Public Share” means each share of Class A Common Stock issued in Motion’s initial public offering;

•        “Sponsor” means Motion Acquisition LLC, a Delaware limited liability company;

•        “Transfer Agent” means Continental Stock Transfer & Trust Company;

•        “Trust Account” means the trust account of Motion that holds the proceeds from Motion’s initial public offering;

•        “Trustee” means Continental Stock Transfer & Trust Company;

•        “Unit” means units of Motion, each unit representing one share of Class A Common Stock and one-third of one Public Warrant, that were offered and sold by Motion in its initial public offering;

•        “Warrant Agent” means Continental Stock Transfer & Trust Company;

•        “Warrants” means, collectively, the Public Warrants and Private Placement Warrants.

Unless specified otherwise, amounts in this proxy statement/consent solicitation statement/prospectus are presented in United States (“U.S.”) dollars.

Defined terms in the financial statements contained in this proxy statement/consent solicitation statement/prospectus have the meanings ascribed to them in the financial statements.

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Unless otherwise specified, the share calculations and ownership percentages set forth in this proxy statement/consent solicitation statement/prospectus with respect to New DocGo’s stockholders immediately following the effective time are for illustrative purposes only and assume the following:

(i)     no exercise of the 3,833,333 Public Warrants or 2,533,333 Private Placement Warrants that will remain outstanding following the Merger, which will become exercisable on the later of (x) 30 days after closing of the Merger and (y) October 19, 2021 at an exercise price of $11.50 per share, provided that Motion has an effective registration statement under the Securities Act covering the shares of New DocGo Common Stock issuable upon exercise of the Warrants and a current prospectus relating to them is available, for which Motion has agreed to use reasonable best efforts to file within 15 business days and have declared effective within 60 business days after the consummation of the Transactions described herein;

(ii)    12,500,000 shares of New DocGo Common Stock are expected to be issued in connection with the PIPE Investment for aggregate cash proceeds of $125 million to Motion immediately prior to the Effective Time.

Beneficial ownership throughout this proxy statement/consent solicitation statement/prospectus with respect to New DocGo’s stockholders is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

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QUESTIONS AND ANSWERS

The following are answers to certain questions that you may have regarding the Merger, the Motion Annual Meeting and the DocGo consent solicitation. We urge you to read carefully the remainder of this proxy statement/consent solicitation statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this proxy statement/consent solicitation statement/prospectus.

QUESTIONS AND ANSWERS ABOUT THE MERGER AND MOTION ANNUAL MEETING

Q:     WHY AM I RECEIVING THIS PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS?

A:     On March 8, 2021, Motion, DocGo, and Merger Sub entered into the Merger Agreement, which, among other things, provides for the Merger of Merger Sub with and into DocGo, with DocGo surviving the Merger. As a result of the Transactions, Motion will become the holding company for the DocGo business and the securityholders of DocGo will become securityholders of Motion.

         Motion’s stockholders are being asked to consider and vote upon the matters to be considered at the Motion Annual Meeting, which consist of the Business Combination Proposal, the Charter Proposals, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and, if necessary, the Adjournment Proposal:

•        The Business Combination Proposal — to consider and vote upon a proposal to approve and adopt the Merger Agreement, a copy of which is attached to this proxy statement/consent solicitation statement/prospectus as Annex A, and the Transactions contemplated therein, including the Merger. See the section of this proxy statement/consent solicitation statement/prospectus titled “The Business Combination Proposal.

•        The Charter Proposals — to consider and vote upon separate proposals to approve amendments to Motion’s amended and restated certificate of incorporation (“Existing Charter”), which amendments will be effective following the consummation of the Transactions and will be embodied in a second amended and restated certificate of incorporation of New DocGo (the “Proposed Charter”), to: (a) change the name of Motion from “Motion Acquisition Corp.” to “DocGo Inc.”; (b) provide for one class of common stock as opposed to two classes of common stock; (c) increase the number of authorized shares of common stock from 50,000,000 shares to 500,000,000 shares; (d) increase the number of authorized shares of preferred stock from 1,000,000 shares to 50,000,000 shares; (e) require an affirmative vote of holders of at least two-thirds (66⅔%) of the voting power of all of the then outstanding shares of voting stock of following the consummation of the Transactions, voting together as a single class, to amend, alter, repeal or rescind certain provisions of the Proposed Charter; (f) require an affirmative vote of holders of at least two-thirds (66⅔%) of the voting power of all of the then outstanding shares of voting stock of following the consummation of the Transactions, voting together as a single class, for stockholders to amend, alter, repeal or rescind any provision of the bylaws; (g) provide for the removal of directors with cause only by stockholders voting at least two-thirds (66⅔%) of the voting power of all of the then outstanding shares of voting stock of following the consummation of the Transactions, voting together as a single class; and (h) remove the various provisions applicable only to special purpose acquisition companies that will no longer be applicable to Motion after the consummation of the Transactions. A copy of the Proposed Charter is attached hereto as Annex B. See the section of this proxy statement/consent solicitation statement/prospectus titled “The Charter Proposals.

•        The Director Election Proposal — to consider and vote upon a proposal to elect seven (7) directors to the board of directors of Motion to serve following the consummation of the Transactions and until their successors are duly elected and qualified. See the section of this proxy statement/consent solicitation statement/prospectus titled “The Director Election Proposal.

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•        The Nasdaq Proposal — To consider and vote upon a proposal, as required by the rules of the Nasdaq Stock Market, to approve (a) the issuance of New DocGo Common Stock in the Merger in an amount greater than 20% of the number of shares of Motion Common Stock before such issuances and (b) the issuance of New DocGo Common Stock resulting in a change of control of Motion. See the section of this proxy statement/consent solicitation statement/prospectus titled “The Nasdaq Proposal.

•        The Incentive Plan Proposal — to consider and vote upon a proposal to approve the adoption of the Incentive Plan. A copy of the Incentive Plan is attached hereto as Annex D. See the section of this proxy statement/consent solicitation statement/prospectus titled “The Plan Proposal.

•        The Adjournment Proposal — to consider and vote upon a proposal to adjourn the Motion Annual Meeting to a later date or dates, if it is determined by Motion and DocGo that more time is necessary to consummate the Transactions for any reason. See the section of this proxy statement/consent solicitation statement/prospectus titled “The Adjournment Proposal.

         The closing of the Merger is conditioned on approval of the Business Combination Proposal, each of the Charter Proposals, and the Nasdaq Proposal. If any of these proposals is not approved and the applicable closing condition in the Merger Agreement is not waived, the remaining proposals will not be presented to stockholders for a vote. The Incentive Plan Proposal and Director Proposal are conditioned on the approval of the Business Combination Proposal, each Charter Proposal, and the Nasdaq Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/consent solicitation statement/prospectus.

         This proxy statement/consent solicitation statement/prospectus contains important information about the Transactions and the other matters to be acted upon at the Motion Annual Meeting. Motion stockholders should read it carefully.

         The vote of Motion stockholders is important. Motion stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/consent solicitation statement/prospectus.

Q:     WHY IS MOTION PROPOSING THE BUSINESS COMBINATION?

A:     Motion was organized to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities.

         On October 19, 2020, Motion consummated the initial public offering of 11,500,000 Units at $10.00 per Unit, generating gross proceeds of $115.0 million. Simultaneously with the closing of the initial public offering, Motion consummated the private placement to the Sponsor of 2,533,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $3.8 million. Upon the closing of the initial public offering and private placement, $115.0 million of the net proceeds of the sale of Units and Private Placement Warrants was placed into the Trust Account.

         Like most blank check companies, Motion’s Existing Charter provides for the return of the proceeds of Motion’s initial public offering held in the Trust Account to the holders of Public Shares if there is no qualifying business combination(s) consummated on or before a certain date (in Motion’s case, October 19, 2022). Since the initial public offering, Motion’s activity has been limited to the evaluation of business combination candidates.

         Based on its due diligence investigations of DocGo and the industry in which it operates, including the financial and other information provided by DocGo in the course of the negotiations, Motion believes that the Business Combination with DocGo will provide Motion stockholders with an opportunity to participate in a company with significant growth potential. See the sections of this proxy statement/consent solicitation statement/prospectus titled “The Business Combination Proposal — Motion’s Board of Directors’ Reasons for Approval of the Business Combination” and “Risk Factors.”

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Q:     I HOLD WARRANTS. WHY AM I RECEIVING THIS PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS?

A:     Pursuant to Sections 3.2 and 4.5 of the Warrant Agreement, at the effective time of the Merger the Public Warrants and Private Placement Warrants will represent the right to purchase shares of New DocGo Common Stock at a purchase price of $11.50 per share, commencing on the later of 30 days after the consummation of the Business Combination and October 19, 2021. Private Placement Warrants will be registered following the consummation of the Business Combination, and are otherwise only exercisable 30 days after closing of the Merger.

Q:     I HOLD PUBLIC SHARES. DO I HAVE REDEMPTION RIGHTS?

A:     If you are a holder of Public Shares, you have the right to demand that Motion redeem such Public Shares for a pro rata portion of the Trust Account.

         Under the Existing Charter, the Transactions may only be consummated if Motion has at least $5,000,001 of net tangible assets immediately prior to, or upon the consummation of, the Transactions after taking into account holders of Public Shares that have properly exercised their redemption rights. If the PIPE Investment closes, then the proceeds received by Motion in the sale of the PIPE Shares to the PIPE Investors will ensure that this $5,000,001 net tangible asset requirement is met.

Q:     HOW DO I EXERCISE MY REDEMPTION RIGHTS?

A:     A holder of Public Shares may exercise redemption rights regardless of whether the holder votes on the Business Combination Proposal or is a holder of Public Shares on the record date. If you are a holder of Public Shares and wish to exercise your redemption rights, you must deliver your stock to the Transfer Agent physically or electronically using the DWAC (Deposit Withdrawal at Custodian) System no later than two (2) business days prior to the Motion Annual Meeting. Upon the closing of the Transactions, any holder of Public Shares that has properly exercised redemption rights will be entitled to have his, her, or its shares converted for a full pro rata portion of the amount in the Trust Account (including interest earned on the funds held in the Trust Account and not previously released to Motion to pay taxes), calculated as of two (2) business days prior to the anticipated consummation of the Transactions. The per-share amount Motion will distribute to public stockholders who properly redeem their shares will not be reduced by the deferred underwriting commissions that Motion is required to pay to the underwriters of Motion’s initial public offering. Such amount is anticipated to be approximately $[•] per share. Such amount will be paid promptly upon consummation of the Transaction. However, under Delaware law, the proceeds held in the Trust Account could be subject to claims which could take priority over those of Motion’s public stockholders exercising redemption rights. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims.

         Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the time such shares are actually redeemed. If you deliver your shares for redemption to the Transfer Agent and later decide not to elect redemption, you may request that the Transfer Agent return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the phone number or address listed at the end of this section.

         If a holder of Public Shares requests redemption of shares as described above, then, if the Transactions are consummated, Motion will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Class A Common Stock for cash and will no longer be a common stockholder of Motion upon consummation of the Transactions.

         If you are a holder of Public Shares and you exercise your redemption rights, it will not result in the loss of any of the Warrants that you may hold.

Q:     DO I HAVE APPRAISAL RIGHTS IF I OBJECT TO THE PROPOSED BUSINESS COMBINATION?

A:     No. Motion stockholders and warrant holders do not have appraisal rights in connection with the Transactions under the DGCL.

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Q:     WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE BUSINESS COMBINATION?

A:     Upon consummation of the Business Combination, the funds in the Trust Account will be used by Motion to pay holders of the Public Shares who exercise redemption rights, to pay Motion’s tax obligations incurred prior to the closing, to pay $4,025,000 in deferred underwriting commissions to the underwriters of Motion’s initial public offering, to repay loans included on Motion’s consolidated balance sheet as of the closing and permitted to be repaid under the Merger Agreement, to pay certain expenses incurred in connection with the Business Combination with DocGo, and any remaining balance will be used for working capital and general corporate purposes of New DocGo after consummation of the Transactions, including funding for organic growth and potential acquisitions.

Q:     WHAT HAPPENS IF A SUBSTANTIAL NUMBER OF PUBLIC STOCKHOLDERS VOTE IN FAVOR OF THE BUSINESS COMBINATION PROPOSAL AND EXERCISE THEIR REDEMPTION RIGHTS?

A:     Pursuant to the Existing Charter, all holders of Public Shares may vote in favor of the Business Combination and still exercise their redemption rights; provided that Motion may not consummate the Business Combination and either party is entitled to terminate the Merger Agreement if Motion would have less than $5,000,001 of net tangible assets immediately prior to or upon consummation of the Transactions. Accordingly, the Transactions may be consummated even though the funds available from the Trust Account and the number of public stockholders are substantially reduced as a result of redemptions of Public Shares. With fewer Public Shares and public stockholders, the trading market for the New DocGo Common Stock following consummation of the Transactions may be less liquid than the market for the Class A Common Stock prior to the Transactions and New DocGo may not be able to meet the listing standards for Nasdaq or another national securities exchange.

Q:     WHAT HAPPENS IF THE BUSINESS COMBINATION IS NOT CONSUMMATED?

A:     If the Business Combination is not consummated by November 8, 2021, either party may terminate the Merger Agreement; provided that if the Business Combination Proposal, the Charter Proposals and the Nasdaq Proposal are approved by Motion stockholders on or prior to November 8, 2021, the parties will have until December 8, 2021 to consummate the Business Combination before the Merger Agreement can be terminated. If the Merger Agreement is terminated, Motion would attempt to consummate an alternate business combination. If Motion is unable to consummate a business combination on or before October 19, 2022, pursuant to the Existing Charter Motion must redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account.

Q:     WHEN DO YOU EXPECT THE BUSINESS COMBINATION TO BE COMPLETED?

A:     It is currently anticipated that the Business Combination will be consummated promptly following the Motion Annual Meeting which is set for [•], 2021; however, such meeting could be adjourned. For a description of the conditions for the completion of the Business Combination, see the section of this proxy statement/consent solicitation statement/prospectus titled “The Merger Agreement — Conditions to the Closing of the Business Combination.”

Q:     DO ANY OF MOTION’S DIRECTORS OR OFFICERS HAVE INTERESTS IN THE MERGER THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF MOTION STOCKHOLDERS?

A:     Motion’s officers and directors may have interests in the Merger that may be different from, or in addition to, the interests of Motion stockholders generally. The Motion board of directors was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Merger Agreement and in recommending that the Merger Agreement be approved by the stockholders of Motion. See “Proposal No. 1 — The Merger Agreement — Interests of Certain Persons in the Proposed Transaction — Motion” beginning on page 114 of this proxy statement/consent solicitation statement/prospectus.

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Q:     WHAT DO I NEED TO DO NOW?

A:     Motion urges you to carefully read and consider the information contained in this proxy statement/consent solicitation statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder and warrant holder of Motion. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/consent solicitation statement/prospectus and on the enclosed proxy card.

Q:     HOW DO I ATTEND THE MOTION ANNUAL MEETING?

A:     Due to health concerns stemming from the COVID-19 pandemic and to support the health and well-being of Motion’s stockholders, the Motion Annual Meeting will be held virtually. Any stockholder wishing to attend the Motion Annual Meeting must register in advance. To register for and attend the Motion Annual Meeting, please follow these instructions as applicable to the nature of your ownership of Motion Common Stock:

         Shares Held of Record.    If you are a record holder, and you wish to attend the virtual meeting, go to https://        , enter the control number you received on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Immediately prior to the start of the Motion Annual Meeting, you will need to log back into the meeting site using your control number. You must register before the meeting starts.

         Shares Held in Street Name.    If you hold your shares in “street” name, which means your shares are held of record by a broker, bank, or nominee, and you who wish to attend the virtual meeting, you must obtain a legal proxy from the stockholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com. Holders should contact their bank, broker, or other nominee for instructions regarding obtaining a proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the Motion Annual Meeting. You will receive an e-mail prior to the meeting with a link and instructions for entering the Motion Annual Meeting. “Street” name holders should contact Continental Stock Transfer on or before             , 2021.

         Stockholders will also have the option to listen to the Motion Annual Meeting by telephone by calling: [•]. You will not be able to vote or submit questions unless you register for and log in to the Motion Annual Meeting webcast as described above.

Q:     HOW DO I VOTE?

A:     If you are a holder of record of Motion Common Stock on the record date, you may vote by virtually attending the Motion Annual Meeting and submitting a ballot via the live webcast or by submitting a proxy for the Motion Annual Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope.

         If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank, or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the virtual meeting, obtain a proxy from your broker, bank, or nominee.

Q:     IF MY SHARES ARE HELD IN “STREET NAME,” WILL MY BROKER, BANK, OR NOMINEE AUTOMATICALLY VOTE MY SHARES FOR ME?

A:     Your broker, bank or nominee can vote your shares without receiving your instructions on “routine” proposals only. Your broker, bank, or nominee cannot vote your shares with respect to “non-routine” proposals unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.

         The Adjournment Proposal is considered a routine proposal. Accordingly, your broker, bank or nominee may vote your shares with respect to such proposals without receiving voting instructions.

         The Business Combination Proposal, each Charter Proposal, the Director Election Proposal, the Nasdaq Proposal, and the Incentive Plan Proposal are non-routine proposals. Accordingly, your broker, bank or nominee may not vote your shares with respect to these proposals unless you provide voting instructions.

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Q:     MAY I CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED PROXY CARD?

A:     Yes. Stockholders may send a later-dated, signed proxy card so that it is received by the Transfer Agent prior to the vote at the Motion Annual Meeting or virtually attend the Motion Annual Meeting and submitting a ballot via the live webcast. Stockholders also may revoke their proxy by sending a notice of revocation to the Transfer Agent, which must be received prior to the vote at the Motion Annual Meeting.

Q:     WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE MOTION ANNUAL MEETING?

A:     If you fail to take any action with respect to the Motion Annual Meeting and the Transactions are approved by stockholders and consummated, you will continue to be a stockholder and/or warrant holder of New DocGo. As a corollary, failure to deliver your stock certificate(s) to the Transfer Agent (either physically or electronically) no later than two (2) business days prior to the Motion Annual Meeting means you will not have any right in connection with the Transactions to exchange your shares for a pro rata share of the funds held in the Trust Account. If you fail to take any action with respect to the Motion Annual Meeting and the Transactions are not approved, you will continue to be a stockholder and/or warrant holder Motion.

Q:     WHAT SHOULD I DO WITH MY STOCK AND WARRANT CERTIFICATES?

A:     Motion warrant holders and those stockholders who do not elect to have their Public Shares redeemed for their pro rata share of the Trust Account need not submit their certificates. Motion stockholders who exercise their redemption rights must deliver their stock certificates to the Transfer Agent (either physically or electronically) no later than two (2) business days prior to the Motion Annual Meeting in order to properly demand such redemption rights.

Q:     WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

A:     Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/consent solicitation statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Motion shares.

Q:     WHO CAN HELP ANSWER MY QUESTIONS?

A:     If you have questions about the Business Combination or if you need additional copies of the proxy statement/consent solicitation statement/prospectus or the enclosed proxy card you should contact:

Motion Acquisition Corp.
c/o Graubard Miller
405 Lexington Avenue, 11th Floor
New York, New York 10174
Attn: Michael Burdiek, Chief Executive Officer
Telephone: (212) 818-8800

Or

[•]

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You may also obtain additional information about Motion from documents filed with the Securities and Exchange Commission (“SEC”) by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your shares, you will need to demand redemption of your shares by delivering your stock (either physically or electronically) to the Transfer Agent at the address below no later than two (2) business days prior to the Motion Annual Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Mr. Mark Zimkind
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
E-mail: mzimkind@continentalstock.com

QUESTIONS AND ANSWERS ABOUT DOCGO’S CONSENT SOLICITATION

Q:     WHO IS ENTITLED TO GIVE A WRITTEN CONSENT FOR DOCGO?

A:     The holders of record of Existing DocGo Class A Stock and Existing DocGo Preferred Stock, as of [•], 2021.

Q:     WHAT APPROVAL IS REQUIRED BY DOCGO STOCKHOLDERS TO ADOPT THE MERGER AGREEMENT?

A:     Adoption of the Merger Agreement and the transactions contemplated thereby requires the approval of the holders of (i) at least a majority of the outstanding shares of Existing DocGo Class A Stock and Existing DocGo Preferred Stock entitled to vote, voting together as a single class on an as-converted to Existing DocGo Class A Stock basis and (ii) at least a majority of the outstanding shares of Existing DocGo Preferred Stock entitled to vote. As a closing condition to the Merger Agreement, DocGo must deliver written consents adopting the Merger Agreement and approving the Merger; both DocGo and Motion have a right to terminate the Merger Agreement if such consent is not received within 15 business days after this proxy statement/consent solicitation statement/prospectus is declared effective by the SEC.

Concurrent with the execution of the Merger Agreement, certain holders of Existing DocGo Class A Stock and Existing DocGo Preferred Stock holding a sufficient number of shares to approve the Merger Agreement and Business Combination entered into Support Agreements with Motion in connection with the closing of the Business Combination to vote such securities in favor of the proposed Business Combination. Under the Support Agreements, the supporting holders agreed, among other things, to execute and deliver a written consent within five business days after this proxy statement/consent solicitation statement/prospectus is declared effective by the SEC, adopting the Merger Agreement, and approving the Merger.

Q:     DO ANY OF DOCGO’S DIRECTORS OR OFFICERS HAVE INTERESTS IN THE MERGER THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF DOCGO STOCKHOLDERS?

A:     DocGo’s executive officers and directors may have interests in the Merger that may be different from, or in addition to, the interests of DocGo stockholders generally. The DocGo board of directors was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Merger Agreement and in recommending that the Merger Agreement be approved by the stockholders of DocGo. See “Proposal No. 1 — The Merger Agreement — Interests of Certain Persons in the Proposed Transaction — DocGo” beginning on page 115 of this proxy statement/consent solicitation statement/prospectus.

Q:     HOW WILL MY EXISTING DOCGO OPTIONS AND EXISTING DOCGO WARRANTS BE TREATED IN THE MERGER?

A:     Pursuant to the terms of the Merger Agreement, each Existing DocGo Option will by virtue of the occurrence of the Effective Time and without any action on the part of DocGo, Motion or the holders thereof, be assumed and converted into an option (a “New DocGo Substitute Option”) with respect to a number of shares of New DocGo Common Stock equal to the number of whole shares of Existing DocGo Common Stock subject to such Existing DocGo Option that were issuable immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest number of whole shares of New DocGo Common Stock. The per

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share exercise price for the shares of New DocGo Common Stock issuable upon exercise of such New DocGo Substitute Option will be equal to the quotient determined by dividing the exercise price per share of Existing DocGo Common Stock at which such Existing DocGo Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent.

Each Existing DocGo Warrant will by virtue of the occurrence of the Effective Time and without any action on the part of DocGo, Motion or the holders thereof, be assumed and converted into a warrant (“New DocGo Substitute Warrant”) with the same terms and conditions set forth in the applicable documents evidencing the terms of the Existing DocGo Warrants immediately prior to the Effective time, including any repurchase rights or vesting provisions, except that each New DocGo Substitute Warrant will be exercisable for a number of whole shares of New DocGo Common Stock equal to the product of the number of shares of Existing DocGo Common Stock that were issuable upon exercise of such Existing DocGo Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of New DocGo Common Stock. The per share exercise price for the shares of New DocGo Common Stock issuable upon exercise of such New DocGo Substitute Warrant will be equal to the quotient determined by dividing the exercise price per share of Existing DocGo Common Stock at which such Existing DocGo Warrant was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent.

A portion of the 83,600,000 Closing Shares will be reserved for issuance upon exercise of New DocGo Substitute Options and the New DocGo Substitute Warrants that remain outstanding after the Effective Time. New DocGo does not intend to register the New DocGo Substitute Options and the New DocGo Substitute Warrants.

Q:     HOW CAN I RETURN MY WRITTEN CONSENT?

A:     If you hold shares of Existing DocGo Class A Stock or Existing DocGo Preferred Stock and you wish to submit your consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to DocGo. Once you have completed, dated and signed your written consent, deliver it to DocGo by emailing a .pdf copy of your written consent to proxies@ambulnz.com or proxies@docgo.com or by mailing your written consent to DocGo at Ambulnz, Inc., 35 West 35th Street, Floor 5, New York, NY 10001, Attention: Secretary. DocGo does not intend to hold a stockholders’ meeting to consider the Business Combination Proposal, and, unless DocGo decides to hold a stockholders’ meeting for such purposes, you will be unable to vote in person or virtually by attending a stockholders’ meeting.

Q:     WHAT IS THE DEADLINE FOR RETURNING MY WRITTEN CONSENT?

A:     The DocGo board of directors has set 5:00 p.m. Eastern Time, on [•], 2021 as the targeted final date for the receipt of written consents (the “target date”). The target date is the date on which DocGo expects to receive the written consents of the supporting holders under the Support Agreements. DocGo reserves the right to extend the final date for the receipt of written consents beyond [•], 2021. Any such extension may be made without notice to DocGo stockholders. Once a sufficient number of consents to adopt the Merger Agreement have been received, the consent solicitation will conclude.

Q:     WHAT VOTING OPTIONS DO I HAVE WITH RESPECT TO THE PROPOSED MERGER?

A:     With respect to the shares of Existing DocGo Class A Stock and Existing DocGo Preferred Stock that you hold, you may execute a written consent to approve the Business Combination Proposal. If you fail to execute and return your written consent, or otherwise withhold your written consent, it has the same effect as voting against the Business Combination Proposal.

Q:     ARE DOCGO STOCKHOLDERS ENTITLED TO EXERCISE APPRAISAL RIGHTS?

A:     No, holders of Existing DocGo Common Stock and Existing DocGo Preferred Stock are not entitled to appraisal rights in connection with the Merger under Delaware law.

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Q:     SHOULD DOCGO STOCKHOLDERS SEND IN THEIR STOCK CERTIFICATES NOW?

A:     No. DocGo stockholders SHOULD NOT send in any stock certificates now. If the Merger Agreement is adopted and the Merger is consummated, transmittal materials, with instructions for their completion, will be provided under separate cover to DocGo stockholders who hold physical stock certificates and the stock certificates should be sent at that time in accordance with such instructions.

Q:     WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE CONSENT SOLICITATION?

A:     If you have any questions about the Merger or how to return your written consent or letter of transmittal, or if you need additional copies of this proxy statement/consent solicitation statement/prospectus or a replacement written consent or letter of transmittal, you should contact [•] at [•].

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SUMMARY OF THE PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS

This summary highlights selected information included in this proxy statement/consent solicitation statement/prospectus and does not contain all of the information that may be important to you. You should read this entire document and its annexes and the other documents to which we refer before you decide how to vote. Each item in this summary includes a page reference directing you to a more complete description of that item.

Parties to the Business Combination

Information about Motion

Motion is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Motion’s Units, Class A Common Stock and Warrants are currently listed on Nasdaq under the symbols “MOTNU,” “MOTN,” and “MOTNW,” respectively. The mailing address of Motion’s principal executive office is c/o Graubard Miller, 405 Lexington Avenue, 11th Floor, New York, NY 10174 and the telephone number of Motion’s principal executive office is (212) 818-8800.

Information about DocGo

DocGo’s mission is to transform medical transportation and telehealth, with more accessible, affordable, and efficient patient-centered care. Since its founding in 2015, DocGo has created a network of over 1,900 medical professionals, including Emergency Medical Technicians (“EMTs”), paramedics, nurses and support staff spanning more than 25 states and the United Kingdom. Through more than 2.2 million patient interactions, DocGo has created an unmatched medical transportation network that can provide better care outside of the physical walls of the healthcare system. DocGo began by developing a state-of-the-art, intuitive platform to drive greater efficiency and improved access to patient care. Its innovative technology can change the way healthcare facilities manage patient transportation, and eliminate many of the common obstacles faced when scheduling service, ultimately freeing medical professionals to focus more time and their valuable resources on what they do best — providing patient care. Additionally, in certain markets, its Mobile Health in-person care model facilitates medical treatment directly to patients in the comfort of their homes, workplaces, and other non-traditional locations. For more information about DocGo, see the section entitled “Information About DocGo.

The Merger and the Merger Agreement

The terms and conditions of the Merger are contained in the Merger Agreement, which is attached as Annex A to this proxy statement/consent solicitation statement/prospectus. We encourage you to read the Merger Agreement carefully, as it is the legal document that governs the Merger.

If the Merger Agreement is approved and adopted and the Merger is subsequently completed, Merger Sub will merge with and into DocGo, with DocGo surviving the Merger as a wholly owned subsidiary of Motion.

Merger Consideration

Immediately prior to the Effective Time, each outstanding share of Existing DocGo Preferred Stock will be converted to Existing DocGo Class A Stock, and after giving effect to such conversion, each outstanding share of Existing DocGo Common Stock will be cancelled and converted into the right to receive a pro rata portion of 83,600,000 Closing Shares (reserving approximately [__] of such Closing Shares for issuance upon exercise of the New DocGo Substitute Warrants and New DocGo Substitute Options) and the contingent right to receive a pro rata portion of the Contingent Shares, if earned.

Treatment of DocGo Equity Awards

Pursuant to the terms of the Merger Agreement, each Existing DocGo Option will by virtue of the occurrence of the Effective Time and without any action on the part of DocGo, Motion or the holders thereof, be assumed and converted into a New DocGo Substitute Option with respect to a number of shares of New DocGo Common Stock equal to the number of whole shares of Existing DocGo Common Stock subject to such Existing DocGo Option that were issuable immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the

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nearest number of whole shares of New DocGo Common Stock. The per share exercise price for the shares of New DocGo Common Stock issuable upon exercise of such New DocGo Substitute Option will be equal to the quotient determined by dividing the exercise price per share of Existing DocGo Common Stock at which such Existing DocGo Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent.

Each Existing DocGo Warrant will by virtue of the occurrence of the Effective Time and without any action on the part of DocGo, Motion or the holders thereof, be assumed and converted into a New DocGo Substitute Warrant with the same terms and conditions set forth in the applicable documents evidencing the terms of the Existing DocGo Warrants immediately prior to the Effective time, including any repurchase rights or vesting provisions, except that each New DocGo Substitute Warrant will be exercisable for a number of whole shares of New DocGo Common Stock equal to the product of the number of shares of Existing DocGo Common Stock that were issuable upon exercise of such Existing DocGo Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of New DocGo Common Stock. The per share exercise price for the shares of New DocGo Common Stock issuable upon exercise of such New DocGo Substitute Warrant will be equal to the quotient determined by dividing the exercise price per share of Existing DocGo Common Stock at which such Existing DocGo Warrant was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent .

A portion of the 83,600,000 Closing Shares will be reserved for issuance upon exercise of New DocGo Substitute Options and the New DocGo Substitute Warrants that remain outstanding after the Effective Time. New DocGo does not intend to register the New DocGo Substitute Options and the New DocGo Substitute Warrants.

Related Agreements

In connection with the Merger Agreement certain additional agreements were entered into concurrently with the execution of the Merger Agreement and certain additional agreements will be entered into in connection with the consummation of the Business Combination, which we refer to as the “Related Agreements.” Related Agreements include the Support Agreements, Seller Lock-Up Agreements, Sponsor Agreement, PIPE Agreement, A&R Registration Rights Agreement, Sponsor Escrow Agreement, and Employment Agreements. For more information regarding each Related Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement  — Related Agreements.” Stockholders and other interested parties are urged to read such Related Agreements in their entirety prior to voting on the proposals presented at the Motion Annual Meeting.

Motion Annual Meeting of Stockholders

The Motion Annual Meeting will be held on [•], 2021, at [•] a.m. Eastern Time, via a virtual meeting. At the Motion Annual Meeting, Motion stockholders will be asked to approve the Business Combination Proposal, the Charter Proposals, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal (if necessary). The virtual meeting may be accessed by using the following information:

Webcast URL:

US Toll Free:

International Toll:

Participant Passcode:

Voting Power; Record Date

The Motion board of directors has fixed the close of business on [•], 2021 (“Motion record date”) as the record date for determining the holders of Motion Common Stock entitled to receive notice of and to vote at the Motion Annual Meeting. As of the Motion record date, there were 11,500,000 shares of Class A Common Stock and 2,875,000 shares of Class B Common Stock outstanding and entitled to vote at the Motion Annual Meeting held by holders of record. Each share of Motion Common Stock entitles the holder to one (1) vote at the Motion Annual Meeting on each proposal to be considered at the Motion Annual Meeting. As of the Motion record date, the Sponsor and Motion’s directors and executive officers and their affiliates owned and were entitled to vote 2,875,000 shares

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of Motion Common Stock, representing 20.0% of the shares of Motion Common Stock outstanding on that date. The Sponsor and each of Motions officers and directors have agreed to vote all shares of Motion Common Stock held by them in favor of the Business Combination Proposal. Accordingly, in addition to the shares held by the Sponsor and Motion’s officers and directors, Motion would need 4,312,501 shares, or approximately 37.5% of the 11,500,000 shares of Class A Common Stock sold in Motion’s initial public offering, to be voted in favor of the Business Combination Proposal in order for it to be approved assuming all outstanding shares are voted on such proposal. If only a quorum of shares of Motion Common Stock is present at the Motion Annual Meeting, Motion would need only 6.3% of the Class A Common Stock to be voted in favor of the Business Combination Proposal in order for it to be approved (provided that consummation of the Business Combination is conditioned upon, among other things approval of the Charter Proposals and Nasdaq Proposal, compliance with the Minimum Cash Condition, and the requirement that Motion have net tangible assets of less than $5,000,001 immediately prior to or upon consummation of the Transactions). The Sponsor, officers, directors and their affiliates have also indicated that they intend to vote their Motion Common Stock in favor of all other proposals being presented by Motion at the Motion Annual Meeting. As of the Motion record date, DocGo did not beneficially hold any shares of Motion Common Stock.

Quorum and Vote of Motion Stockholders

A quorum of Motion stockholders is necessary to hold a valid meeting. A quorum will be present at the Motion Annual Meeting if a majority of the issued and outstanding shares of Motion Common Stock on the record date that are entitled to vote at the Motion Annual Meeting are represented by stockholders present at the Motion Annual Meeting or by proxy. Abstentions will be counted towards the quorum requirement. Broker non-votes will not be counted towards the quorum requirement. If there is no quorum, a majority of the votes present at Motion Annual Meeting may adjourn the annual meeting to another date.

The proposals presented at the Motion Annual Meeting will require the following votes:

•        Business Combination Proposal — The approval of the Business Combination Proposal will require the affirmative vote of the holders of a majority of the then outstanding shares of Motion Common Stock present and entitled to vote at the Motion Annual Meeting. Abstentions will have the same effect as a vote “against” the Business Combination Proposal because an abstention represents a share entitled to vote. Brokers are not entitled to vote on the Business Combination Proposal absent voting instructions from the beneficial holder and, consequently, broker non-votes will have no effect on the Business Combination Proposal. The Business Combination will not be consummated if Motion has less than $5,000,001 of net tangible assets immediately prior to or upon consummation of the Transactions.

•        Charter Proposals — The approval of each of the Charter Proposals will require the affirmative vote of the holders of sixty-five percent (65%) of the outstanding shares of Motion Common Stock on the record date. Abstentions will have the same effect as a vote “against” the Charter Proposals. Each Charter Proposal is considered a non-routine proposal, and, accordingly, brokers are not entitled to vote on those proposals without receiving voting instructions, and broker non-votes will have the same effect as a vote “against” such proposals.

•        Director Election Proposal — The election of directors requires a plurality of the votes cast. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” will be elected as directors (even if they receive less than a majority of the votes cast). Consequently, because this is an uncontested election, any director nominee who receives at least one vote “FOR” will be elected as a director. Brokers are not entitled to vote on the Director Election Proposal absent voting instructions from the beneficial holder because the Director Election Proposal is considered “non-routine”. Consequently, broker non-votes will have no effect with respect to the Director Election Proposal.

•        Nasdaq Proposal — The approval of the Nasdaq Proposal will require the affirmative vote of the holders of a majority of the Motion Common Stock present in person (which would include presence at a virtual meeting) or represented by proxy at the Motion Annual Meeting and entitled to vote thereat. Abstentions will have the same effect as a vote “against” the Nasdaq Proposal because an abstention represents a share entitled to vote. Brokers are not entitled to vote on the Nasdaq Proposal absent voting instructions from the beneficial holder and, consequently, broker non-votes will have no effect on the Nasdaq Proposal.

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•        Incentive Plan Proposal — The approval of the Incentive Plan Proposal will require the affirmative vote of the holders of a majority of the Motion Common Stock present in person (which would include presence at a virtual meeting) or represented by proxy at the Motion Annual Meeting and entitled to vote thereat. Abstentions will have the same effect as a vote “against” the Incentive Plan Proposal because an abstention represents a share entitled to vote. Brokers are not entitled to vote on the Incentive Plan Proposal absent voting instructions from the beneficial holder and, consequently, broker non-votes will have no effect on the Incentive Plan Proposal.

•        Adjournment Proposal — The approval of the Adjournment Proposal will require the affirmative vote of the holders of a majority of the then outstanding shares of Motion Common Stock present and entitled to vote at the Motion Annual Meeting. Abstentions will have the same effect as a vote “against” the Adjournment Proposal because an abstention represents a share entitled to vote. Brokers are entitled to vote on the Adjournment Proposal absent voting instructions from the beneficial holder because the proposal is considered “routine”. Consequently, broker non-votes will have the same effect as a vote “against” the Adjournment Proposal.

Under the Merger Agreement, the approval of the Business Combination Proposal, each of the Charter Proposals and the Nasdaq Proposal is a condition to the consummation of the Business Combination. If any of these proposals is not approved and the applicable closing condition in the Merger Agreement is not waived, the remaining proposals will not be presented to stockholders for a vote. The Incentive Plan Proposal and Director Proposal are conditioned on the approval of the Business Combination Proposal, each Charter Proposal, and the Nasdaq Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/consent solicitation statement/prospectus.

Redemption Rights

Pursuant to the Existing Charter, a holder of Public Shares may demand that Motion redeem such shares for a pro rata portion of the Trust Account if the Business Combination is consummated; provided that Motion may not consummate the Business Combination if it has less than $5,000,001 of net tangible assets immediately prior to or upon consummation of the Business Combination. Holders of Public Shares will be entitled to receive cash for these shares only if they deliver their shares to the Transfer Agent no later than two (2) business days prior to the Motion Annual Meeting. Holders of Public Shares do not need to affirmatively vote on the Business Combination Proposal or be a holder of such Public Shares as of the record date to exercise redemption rights. If the Transactions are not consummated, these shares will not be redeemed for cash. If a holder of Public Shares properly demands redemption, delivers his, her, or its shares to the Transfer Agent as described above, and the Transactions are consummated, Motion will redeem each Public Share for a full pro rata portion of the Trust Account, calculated as of two (2) business days prior to the anticipated consummation of the Business Combination. It is anticipated that this would amount to approximately $[•] per share. If a holder of Public Shares exercises its redemption rights, then it will be exchanging its shares of Motion Common Stock for cash and will no longer own the shares. See the section of this proxy statement/consent solicitation statement/prospectus titled “Annual Meeting of Stockholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your shares for cash.

Holders of Warrants will not have redemption rights with respect to such Warrants.

Recommendation of the Motion Board of Directors

The Motion board of directors has unanimously determined that the Merger, on the terms and conditions set forth in the Merger Agreement, is advisable and in the best interests of Motion and its stockholders and has directed that the proposals set forth in this proxy statement/consent solicitation statement/prospectus be submitted to its stockholders for approval at the Motion Annual Meeting on the date and at the time and place set forth in this proxy statement/consent solicitation statement/prospectus. The Motion board of directors unanimously recommends that you Motion’s stockholders vote “FOR” the Business Combination Proposal, “FOR” each of the Charter Proposals, “FOR” the election of each of the seven (7) directors nominated in the Director Election Proposal, “FOR” the Nasdaq Proposal, “FOR” the Incentive Plan Proposal, and “FOR” the Adjournment Proposal, if presented. See “Motion Annual Meeting of Stockholders — Recommendation of the Motion Board of Directors and Reasons for the Merger” beginning on page 85.

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Motion’s Directors and Executive Officers Have Financial Interests in the Merger

Certain of Motion’s executive officers and directors may have interests in the Merger that may be different from, or in addition to, the interests of Motion’s stockholders. The members of the Motion board of directors were aware of and considered these interests, among other matters, when they approved the Merger Agreement and recommended that Motion stockholders approve the proposals required to effect the Merger. See “Proposal No. 1 — The Merger Agreement — Interests of Certain Persons in the Proposed Transaction — Motion” beginning on page 114.

Recommendation of the DocGo Board of Directors

After consideration, the DocGo board of directors adopted resolutions and determined that the Merger Agreement, the Merger contemplated by the Merger Agreement and the other transactions contemplated by the Merger Agreement were advisable, fair to and in the best interests of DocGo and its stockholders, adopting and approving the Merger Agreement and the transactions contemplated thereby, including the Merger and directing that the Merger Agreement be submitted to the holders of Existing DocGo Class A Stock and Existing DocGo Preferred Stock for their consideration and approval. The DocGo board of directors recommends that DocGo stockholders adopt the Merger Agreement by submitting a written consent and thereby approve the Merger and the transactions contemplated by the Merger Agreement by executing and delivering the written consent furnished with this proxy statement/consent solicitation statement/prospectus.

DocGo Solicitation of Written Consents

Consents; Required Consents

Adoption of the Merger Agreement and the transactions contemplated thereby requires the approval of the holders of (i) at least a majority of the outstanding shares of Existing DocGo Class A Stock and Existing DocGo Preferred Stock entitled to vote, voting together as a single class on an as-converted to Existing DocGo Class A Stock basis and (ii) at least a majority of the outstanding shares of Existing DocGo Preferred Stock entitled to vote. As a closing condition to the Merger Agreement, DocGo must deliver written consents adopting the Merger Agreement and approving the Merger; both DocGo and Motion have a right to terminate the Merger Agreement if such consent is not received within 15 business days after this proxy statement/consent solicitation statement/prospectus is declared effective by the SEC.

Submission of Consents

You may consent to the Business Combination Proposal and the ancillary agreements with respect to your shares of Existing DocGo Class A Stock and Existing DocGo Preferred Stock by completing, dating and signing the written consent enclosed with this proxy statement/consent solicitation statement/prospectus and returning it to DocGo.

If you hold shares of Existing DocGo Class A Stock or Existing DocGo Preferred Stock and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to DocGo. Once you have completed, dated and signed the written consent, you may deliver it to DocGo by emailing a .pdf copy to proxies@ambulnz.com or proxies@docgo.com or by mailing it to DocGo at Ambulnz, Inc., 35 West 35th Street, Floor 5, New York, NY 10001, Attention: Secretary.

Executing Consents

You may execute a written consent to approve of the Business Combination Proposal. A written consent to approve the Business Combination Proposal is equivalent to a vote for such proposal. If you fail to execute and return your written consent, or otherwise withhold your written consent, it has the same effect as voting against the Business Combination Proposal.

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Solicitation of Consents; Expenses

The expense of preparing, printing and mailing these consent solicitation materials to DocGo stockholders is being borne by DocGo. Officers and employees of DocGo may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will receive their regular salaries but no special compensation for soliciting consents.

DocGo’s Directors and Executive Officers Have Financial Interests in the Merger

Certain of DocGo’s executive officers and directors may have interests in the Merger that may be different from, or in addition to, the interests of DocGo’s stockholders. The members of the DocGo board of directors were aware of and considered these interests to the extent that such interests existed at the time, among other matters, when they approved the Merger Agreement and recommended that DocGo stockholders approve the Business Combination Proposal. See “Proposal No. 1 — The Merger Agreement — Interests of Certain Persons in the Proposed Transaction — DocGo” beginning on page 115.

Ownership of New DocGo

As of the date of this proxy statement/consent solicitation statement/prospectus, there are 14,375,000 shares of Motion Common Stock issued and outstanding, including 2,875,000 shares of Class B Common Stock. Upon the consummation of the Transactions, the Class B Common Stock will be converted into Class A Common Stock on a one-for-one basis. As of the date of this proxy statement/consent solicitation statement/prospectus, there are an aggregate of 3,833,333 Public Warrants and 2,533,333 Private Placement Warrants outstanding. Each whole warrant entitles the holder thereof to purchase one (1) share of Class A Common Stock beginning on the later of (x) 30 days after closing of the Merger and (y) October 19, 2021.

The following table illustrates varying beneficial ownership levels in New DocGo immediately following the consummation of the Transactions assuming the levels of redemptions by the public stockholders indicated:

 

Share Ownership in
New DocGo(1)

       
   

No
Redemptions
(2)

 

Maximum Possible
Redemption
(3)

   

Number of
Shares

 

Percentage of
Outstanding
Shares

 

Number of
Shares

 

Percentage of
Outstanding
Shares

Former equityholders of DocGo

 

[__]

(4)

 

[__]

%

 

[__]

 

[__]

%

Motion’s public stockholders

 

11,500,000

 

 

[__]

%

 

[__]

 

[__]

%

Motion’s Sponsor, officers, and directors

 

2,875,000

 

 

[__]

%

 

2,875,000

 

[__]

%

PIPE Investors

 

12,500,000

 

 

[__]

%

 

12,500,000

 

[__]

%

____________

(1)      Percentages may not sum to 100% due to rounding. Figures and percentages do not give effect to the shares reserved for issuance under the Incentive Plan or shares that may be issued upon the exercise of outstanding warrants. See “Proposal No. 5 — The Incentive Plan Proposal” for additional information. See “Basis of Presentation and Glossary” for additional information with respect to assumptions underlying New DocGo share calculations and ownership percentages.

(2)      This scenario assumes that no Public Shares are redeemed.

(3)      This scenario assumes that [__] Public Shares are redeemed for an aggregate payment of approximately $[__] million from the Trust Account, which is the maximum amount of redemptions that would satisfy the Minimum Cash Condition. For additional information regarding the calculation of the Minimum Cash Condition, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Conditions to Closing.

(4)      Assumes that [__] Existing DocGo Convertible Securities remain outstanding prior to consummation of the Business Combination and [__] Closing Shares are issued as consideration to equityholders of DocGo. Does not include Contingent Shares issuable post-Business Combination.

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Organizational Structure

Before the Business Combination

The diagrams below depict simplified versions of the current organizational structures of Motion and DocGo, respectively.

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After the Business Combination

The diagram below depicts a simplified version of our organizational structure immediately following the completion of the Business Combination.

Regulatory Approval Required for the Merger

Completion of the Merger is subject to expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). Motion and DocGo agreed to use their reasonable best efforts to obtain all required regulatory approval and DocGo agreed to request early termination of any waiting period under the HSR Act. On April 5, 2021, Motion and DocGo filed the required forms under the HSR Act with respect to the Business Combination with the U.S. Federal Trade Commission (“FTC”) and the Antitrust Division of the Department of Justice (“Antitrust Division”) and the applicable waiting period expired on May 5, 2021. The regulatory approval to which completion of the Merger is subject is described in more detail in the section of this proxy statement/consent solicitation statement/prospectus entitled “Regulatory Approval Required For The Merger” beginning on page 20.

Appraisal Rights

Neither DocGo nor Motion stockholders have appraisal rights in connection with the proposed Business Combination under the DGCL.

Listing

Motion’s Units, Class A Common Stock and Warrants are currently listed on Nasdaq under the symbols “MOTNU,” “MOTN,” and “MOTNW,” respectively. Motion intends to apply for listing of the New DocGo Common Stock and Warrants on Nasdaq under the symbols “DCGO” and “DCGOW,” respectively, upon the closing of the Transactions. It is a condition of the consummation of the Transactions that the New DocGo Common Stock is approved for listing on Nasdaq (subject only to official notice of issuance thereof and round lot holder requirements), but there can be no assurance such listing condition will be met. If such listing condition is not met, the Merger will not be consummated unless the listing condition set forth in the Merger Agreement is waived by the parties to the Merger Agreement.

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Comparison of Stockholders’ Rights

Following the Merger, the rights of Motion’s stockholders will no longer be governed by Motion’s Existing Charter and Existing Bylaws and instead will be governed by the Proposed Charter and Proposed Bylaws. See “Comparison of Corporate Governance and Stockholders’ Rights” beginning on page 205.

Risk Factors and Risk Factor Summary

An investment in our securities involves a high degree of risk. In evaluating the proposals set forth in this proxy statement/consent solicitation statement/prospectus, you should carefully read this proxy statement/consent solicitation statement/prospectus, including the annexes, and especially consider the discussion of material risks discussed in this section. This summary of material risks should be read in conjunction with the “Risk Factors” section below and should not be relied upon as an exhaustive summary of the material risks facing our business and the proposed Business Combination. The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. Such material risks include, but are not limited to:

Risk Relating to the Merger and Ownership of New DocGo Common Stock Following the Merger

•        Motion has no operating history or revenues, and its results of operations may differ significantly from the unaudited pro forma financial data included in this proxy statement/consent solicitation statement/prospectus.

•        Motion’s current directors and executive officers and their affiliates stand to make a substantial profit on the shares of Class B Common Stock that they own, even if the New DocGo Common Stock subsequently declines in value or is unprofitable for public stockholders, and such interests may have influenced their decision to approve the Business Combination with DocGo.

•        Motion’s current directors and executive officers and their affiliates own shares of Class B Common Stock and Private Placement Warrants that will be worthless if the Transactions are not approved. Such interests may have influenced their decision to approve the Business Combination with DocGo.

•        The Business Combination may be completed even if a majority of the Public Shares are voted against the Business Combination Proposal.

•        Activities taken by existing Motion stockholders to increase the likelihood of approval of the Business Combination Proposal and other proposals could have a depressive effect on the Class A Common Stock.

•        Future sales, or the perception of future sales, by New DocGo or its stockholders in the public market following the Merger could cause the market price for New DocGo Common Stock to decline.

•        Motion and DocGo will incur significant transaction and transition costs in connection with the Business Combination, and New DocGo will incur additional costs and obligations as a result of being a public operating company following the Transactions.

•        Nasdaq may delist New DocGo’s securities from trading on its exchange, which could limit investors’ ability to make transactions in its securities and subject New DocGo to additional trading restrictions.

•        New DocGo’s stock price may change significantly following the Merger and you could lose all or part of your investment as a result.

•        Motion has restated its financial statements as of December 31, 2020 and for the period from August 11, 2020 (inception) through December 31, 2020, which may lead to additional risks and uncertainties, including loss of investor confidence and negative impacts on Motion’s stock price.

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Risks Related to DocGo’s Business and Industry

•        The COVID-19 pandemic has materially impacted DocGo’s business.

•        DocGo’s limited operating history may make it difficult to evaluate its business, which may be unsuccessful.

•        DocGo has a history of losses, expects its operating expenses to increase significantly in the foreseeable future and may not achieve or sustain profitability.

•        If DocGo is unable to effectively manage its growth, its financial performance and future prospects will be adversely affected.

•        DocGo incurs significant upfront costs in its client relationships and any inability to maintain and grow these client relationships over time or to recover these costs could have adversely adverse effect its business.

•        DocGo’s labor costs are significant and any inability to control those costs could adversely affect its business.

•        DocGo’s reliance on its contractual relationships with its healthcare provider partners and other strategic alliances could adversely affect its business.

•        DocGo’s reliance on government contracts could adversely affect its business.

•        DocGo’s business depends on numerous complex information systems and any failure to successfully maintain these systems could adversely affect its business.

•        DocGo’s platform is highly technical and its failure to operate effectively could adversely affect DocGo’s business.

•        DocGo is required to comply with laws governing the transmission, security and privacy of health information.

•        Security breaches, loss of data and other disruptions could compromise sensitive business, customer or patient information or prevent DocGo from accessing critical information and expose it to liability, which could adversely affect DocGo’s business.

•        If DocGo is unable to successfully develop new offerings and technologies or adapt to rapidly changing technology and industry standards or changes to regulatory requirements, DocGo’s business could be adversely affected.

•        DocGo is subject to a variety of federal, state and local laws and regulatory regimes, including a variety of labor laws and regulations, and changes to or the failure to comply with these laws and regulations could adversely affect DocGo’s business.

•        DocGo conducts business in a heavily regulated industry and any failure to comply with these laws and government regulations could require DocGo to make significant changes to its operations and could have a material adverse effect on its business, financial condition, and results of operations.

•        If DocGo does not effectively adapt to changes in the healthcare industry, including changes to laws and regulations regarding telehealth, DocGo’s business may be harmed.

•        DocGo must be properly enrolled in governmental healthcare programs before it can receive reimbursement for services, and there may be delays in the enrollment process.

•        Reductions in Medicare reimbursement rates or changes in the rules governing the Medicare program could have a material adverse effect on DocGo.

•        DocGo’s international operations subject it to additional risks that could adversely affect its business.

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Accounting Treatment

The merger will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Motion will be treated as the “acquired” company for accounting purposes and the Business Combination will be treated as the equivalent of DocGo issuing stock for the net assets of Motion, accompanied by a recapitalization. The net assets of Motion will be stated at historical cost, with no goodwill or other intangible assets recorded.

DocGo has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

•        DocGo’s existing stockholders will have the greatest voting interest in the combined entity after giving effect to the merger under the no redemption and maximum redemption scenarios with [__]% voting interest in the no redemption scenario and [__]% voting interest in the maximum redemption scenario;

•        After giving effect to the Merger, the largest individual minority stockholder of the combined entity will be an existing stockholder of DocGo;

•        DocGo’s existing directors and individuals designated by existing DocGo stockholders will represent the majority of the New DocGo board of directors;

•        DocGo’s senior management will be the senior management of New DocGo; and

•        DocGo is the larger entity based on historical revenue and has the larger employee base.

Other factors were considered, including the purpose and intent of the Merger, noting that the preponderance of evidence as described above is indicative that DocGo is the accounting acquirer in the Merger.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF MOTION

The following table sets forth selected historical financial information derived from Motion’s (i) unaudited financial statements included elsewhere in this proxy statement/consent solicitation statement/prospectus as of March 31, 2021 and for the quarter then ended and (ii) audited financial statements included elsewhere in this proxy statement/consent solicitation statement/prospectus as of December 31, 2020 and for the period from August 11, 2020 (inception) through December 31, 2020. You should read the following summary financial information in conjunction with the section entitled “Motion’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Motion’s financial statements and related notes appearing elsewhere in this proxy statement/consent solicitation statement/prospectus.

Motion has neither engaged in any operations nor generated any revenue to date. Motion’s only activities from inception through the record date were organizational activities and those necessary to complete its initial public offering and identify a target company for a business combination. Motion does not expect to generate any operating revenue until after the completion of the Merger.

Selected Historical Financial Information — Motion

 

As of
March 31,
2021

 

As of
December 31,
2020

   

(Unaudited)

 

(Restated)

Balance Sheet Data:

 

 

   

 

 

Total current assets

 

$

722,614

 

$

1,047,530

Total assets

 

$

115,725,964

 

$

116,067,608

Total current liabilities

 

$

184,008

 

$

159,850

Warrant liabilities

 

$

6,685,000

 

$

9,040,670

Deferred underwriting commissions in connection with the initial public offering

 

$

4,025,000

 

$

4,025,000

Total liabilities

 

$

10,894,008

 

$

13,225,520

Class A common stock, $0.0001 par value; 50,000,000 shares authorized; 1,516,805 and 1,715,792 shares issued and outstanding (excluding 9,983,195 and 9,784,208 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively

 

 

152

 

 

172

Class B common stock, $0.0001 par value; 12,500,000 shares authorized; 2,875,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020

 

 

288

 

 

288

Total stockholders’ equity

 

$

5,000,006

 

$

5,000,008

 

For the
three
months
ended
March 31,
2021

 

For the
Period From
August 11,
2020
(inception)
through
December 31,
2020

   

(Unaudited)

 

(Restated)

Statement of Operations Data:

 

 

 

 

 

 

 

 

Net Income (Loss)

 

$

1,989,868

 

 

$

(4,223,533

)

Weighted average shares of Class A Common Stock outstanding, basic and diluted

 

 

11,500,000

 

 

 

11,500,000

 

Basic and diluted net income per share of Class A Common Stock

 

$

0.00

 

 

$

0.00

 

Weighted average shares of Class B Common Stock outstanding, basic and diluted

 

 

2,875,000

 

 

 

2,875,000

 

Basic and diluted net income (loss) per share of Class B Common Stock

 

$

0.69

 

 

$

(1.48

)

Statement of Cash Flows Data:

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$

(413,578

)

 

$

(247,856

)

Net cash provided by investing activities

 

$

33,742

 

 

 

116,126,509

 

Supplemental disclosure of noncash activities:

 

 

 

 

 

 

 

 

Change in value of Class A Common Stock subject to possible redemption

 

$

1,989,870

 

 

$

(4,105,540

)

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SELECTED HISTORICAL FINANCIAL AND OTHER DATA FOR DOCGO

DocGo is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

The following table sets forth selected historical financial information derived from DocGo’s (i) audited consolidated statements of operations and comprehensive loss for the years ended December 31, 2020 and 2019, (ii) audited consolidated balance sheets data as of December 31, 2020 and 2019, (iii) unaudited consolidated statements of operations and comprehensive loss the three months ended March 31, 2021 and March 31, 2020, (iv) unaudited consolidated balance sheets data as of March 31 2021 and March 31, 2020, each of which is included elsewhere in this proxy statement/consent solicitation statement/prospectus.

The historical results of DocGo included below and elsewhere in this proxy statement/consent solicitation statement/prospectus are not necessarily indicative of the future performance of DocGo. You should read the following selected financial data in conjunction with “DocGo’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and the related notes appearing elsewhere in this proxy statement/consent solicitation statement/prospectus.

Consolidated Statement of Operations Data:

 

(Unaudited)
For the Three Months Ended
March 31,

 

For the Years Ended
December 31,

$ in Millions, except per share data

 

2021

 

2020

 

2020

 

2019

Revenues, net

 

$

49.7

 

 

$

13.4

 

 

$

94.1

 

 

$

48.3

 

Cost of revenue

 

 

35.7

 

 

 

9.7

 

 

 

62.7

 

 

 

35.1

 

Total expenses

 

 

51.6

 

 

 

19.4

 

 

 

108.8

 

 

 

69.1

 

Loss from operations

 

 

(1.9

)

 

 

(6.0

)

 

 

(14.7

)

 

 

(20.8

)

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income (expense), net

 

 

(0.1

)

 

 

 

 

 

(0.2

)

 

 

(0.5

)

Other income

 

 

 

 

 

 

 

 

0.4

 

 

 

0.1

 

Total other expense

 

 

(0.1

)

 

 

 

 

 

0.2

 

 

 

(0.4

)

Net loss before income tax

 

 

(2.0

)

 

 

(6.0

)

 

 

(14.6

)

 

 

(21.2

)

Income tax (expense) benefit

 

 

 

 

 

 

 

 

(0.2

)

 

 

 

Net loss

 

 

(2.0

)

 

 

(6.0

)

 

 

(14.8

)

 

 

(21.2

)

Net loss attributable to noncontrolling interest

 

 

(0.3

)

 

 

(0.6

)

 

 

(0.4

)

 

 

(1.0

)

Net loss attributable to the shareholders of DocGo

 

$

(1.7

)

 

$

(5.4

)

 

$

(14.3

)

 

$

(20.2

)

Net loss per share

 

$

(19

)

 

$

(60

)

 

$

(159

)

 

$

(216

)

Consolidated Balance Sheet Data:

 

As of March 31,

 

As of December 31,

$ in Millions

 

2021
(unaudited)

 

2020
(unaudited)

 

2020

 

2019

Cash and cash equivalents

 

$

28.1

 

 

$

47.7

 

 

$

32.4

 

 

$

47.7

 

Working capital

 

 

31.7

 

 

 

49.4

 

 

 

34.9

 

 

 

49.4

 

Total assets

 

 

106.6

 

 

 

101.0

 

 

 

100.2

 

 

 

101.0

 

Notes payable, current portion

 

 

0.6

 

 

 

0.6

 

 

 

0.7

 

 

 

0.6

 

Operating and finance lease liabilities, current portion

 

 

3.9

 

 

 

3.1

 

 

 

3.5

 

 

 

3.1

 

Notes payable, non current

 

 

0.4

 

 

 

0.8

 

 

 

0.6

 

 

 

0.8

 

Operating and finance lease liabilities, non current

 

 

9.4

 

 

 

11.1

 

 

 

9.1

 

 

 

11.1

 

Accumulated deficit

 

 

(89.0

)

 

 

(73.0

)

 

 

(87.3

)

 

 

(72.9

)

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SUMMARY UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial data (the “summary pro forma data”) gives effect to the Merger and the other transactions contemplated by the Merger Agreement described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The Merger will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Motion will be treated as the “acquired” company for accounting purposes and the Merger will be treated as the equivalent of DocGo issuing stock for the net assets of Motion, accompanied by a recapitalization. The net assets of Motion will be stated at historical cost, with no goodwill or other intangible assets recorded.

The summary unaudited pro forma condensed combined balance sheet data as of March 31, 2021 combines the unaudited historical condensed consolidated balance sheet of Motion as of March 31, 2021 with the unaudited historical condensed consolidated balance sheet of DocGo as of March 31, 2021, giving further effect to the Merger and the PIPE Transaction, as if they had been consummated as of March 31, 2021.

The summary unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2021 combines the unaudited condensed consolidated statement of operations of Motion for the three months ended March 31, 2021 with the unaudited condensed consolidated statement of operations of DocGo for the three months ended March 31, 2021, giving effect to the Merger and the PIPE Transaction as if they had occurred on January 1, 2020, which is the beginning of the earliest period presented.

The following unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 combines the audited restated statement of operations of Motion for the period from August 11, 2020 (inception) through December 31, 2020 with the audited consolidated statement of operations of DocGo for the year ended December 31, 2020, giving effect to the Merger and the PIPE Transaction as if they had occurred on January 1, 2020. The restatement of Motion’s statement of operations for the period from August 11, 2020 to December 31, 2020 is more fully described in Note 2 of the notes to Motion’s fiscal 2020 financial statements included elsewhere herein.

The summary pro forma data have been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information of the combined company appearing elsewhere in this proxy statement/consent solicitation statement/prospectus and the accompanying notes. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical consolidated financial statements of Motion and DocGo and related notes included in this proxy statement/consent solicitation statement/prospectus. The summary pro forma data have been presented for informational purposes only and are not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the Merger and the other transactions contemplated by the Merger Agreement been completed as of the dates indicated. In addition, the summary pro forma data do not purport to project the future financial position or operating results of the combined company.

The following table presents summary pro forma data after giving effect to the Merger and the other transactions contemplated by the Merger Agreement, assuming three redemption scenarios as follows:

•        Assuming No Redemptions:    This presentation assumes that no Motion public stockholders exercise their right to have their Public Shares converted into their pro rata share of the Trust Account; and

•        Assuming Maximum Redemptions:    This presentation assumes that 9,983,195 Public Shares, the maximum redemption of the outstanding Motion Common Stock, are redeemed, resulting in an aggregate payment of $99.8 million out of the Trust Account, which is derived from the number of shares that could be redeemed in connection with the Merger at an assumed redemption price of $10.00 per share based on the Trust Account balance as of March 31, 2021 providing for a minimum net tangible asset of $5.0 million upon a consummation of the Merger and the PIPE Transaction on March 31, 2021 and assumes that DocGo has waived compliance with the Minimum Cash Condition.

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Table of Contents

 

Pro Forma
Combined

   

Assuming
Minimum
Redemption

 

Assuming
Maximum
Redemption

Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data (in thousands, except share amount)

 

 

 

 

 

 

 

 

Three months ended March 31, 2021

 

 

 

 

 

 

 

 

Net loss

 

$

(26

)

 

$

(26

)

Net loss per share (basic and diluted) attributable to common stockholders

 

$

 

 

$

 

Weighted average shares outstanding of common stock

 

 

109,900,000

 

 

 

99,916,805

 

Year ended December 31, 2020

 

 

 

 

 

 

 

 

Net Loss

 

$

(21,043

)

 

$

(21,043

)

Net loss per share (basic and diluted) attributable to common stockholders

 

$

(0.19

)

 

$

(0.21

)

Weighted average shares outstanding of common stock

 

 

109,900,000

 

 

 

99,916,805

 

Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data (in thousands)

 

 

 

 

 

 

 

 

As of March 31, 2021

 

 

 

 

 

 

 

 

Total assets

 

$

309,803

 

 

$

209,971

 

Total liabilities

 

$

49,607

 

 

$

49,607

 

Total stockholders’ equity

 

$

260,196

 

 

$

160,364

 

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UNAUDITED HISTORICAL COMPARATIVE AND PRO FORMA
COMBINED PER SHARE INFORMATION

The following table sets forth the unaudited historical comparative share information for DocGo and Motion on a stand-alone basis for the three month ended March 31, 2021 and for the year ended December 31, 2020, after giving effect to the merger and the PIPE Investment, assuming two alternative levels of redemption into cash of Motion’s shares of Common Stock:

Scenario 1 — Assuming no redemption into cash: This presentation assumes that no Motion stockholders exercise redemption rights with respect to their Public Shares upon consummation of the Merger; and

Scenario 2 — Assuming redemption of 9,983,195 Public Shares into cash. This presentation assumes that Motion public stockholders exercise their redemption rights with respect to a maximum of 9,983,195 Public Shares upon consummation of the Merger at a redemption price of $10.00 per share.

You should read the information in the following table in conjunction with the summary historical financial information included elsewhere in this proxy statement/consent solicitation statement/prospectus, and the historical financial statements of DocGo and Motion and related notes that are included elsewhere in this proxy statement/consent solicitation statement/prospectus. The unaudited pro forma combined share information is derived from, and should be read in conjunction with, the unaudited pro forma combined financial statements and related notes included elsewhere in this proxy statement/consent solicitation statement/prospectus.

The unaudited pro forma combined share information below does not purport to represent what the actual results of operations or the earnings per share would have been had the companies been combined during the periods presented, nor to project Motion’s results of operations or earnings per share for any future date or period. The unaudited pro forma combined stockholders’ equity per share information below does not purport to represent what the value of DocGo and Motion would have been had the companies been combined during the periods presented.

 

DocGo (Historical)

 

Motion (Historical)

 

Pro Forma, Assuming No Redemption

 

Pro Forma, Assuming Maximum Redemption

As of and for the three months ended March 31, 2021