Ambulnz Inc. entered into a letter of intent to acquire Motion Acquisition Corp. (NasdaqCM:MOTN) for approximately $880 million in a reverse merger transaction on January 6, 2021. Ambulnz Inc. entered into a definitive agreement to acquire Motion Acquisition Corp. (NasdaqCM:MOTN) for approximately $880 million in a reverse merger transaction on March 8, 2021. Upon consummation of the Merger, the outstanding DocGo common stock will be exchanged for a pro rata portion of an aggregate of 83,600,000 Closing Shares, less the number of Closing Shares reserved for issuance by Motion Acquisition Corp. Upon the exercise of outstanding options and warrants of DocGo which will be assumed by Motion Acquisition Corp. As part of the aggregate consideration payable to DocGo pursuant to the Merger Agreement, DocGo's stockholders will also have the right to receive their pro rata portion of up to an aggregate of 5,000,000 Contingent Shares if the following stock price conditions are met: (i) 1,250,000 Contingent Shares if the closing price of our Class A common stock equals or exceeds $12.50 per share on any twenty trading days in a thirty-trading-day period at any time after the closing date and by the first anniversary of the closing date; (ii) 1,250,000 Contingent Shares if the closing price of our Class A common stock equals or exceeds $15.00 per share on any twenty trading days in a thirty-trading-day period at any time after the closing date and by the third anniversary of the closing date; (iii) 1,250,000 Contingent Shares if the closing price of our Class A common stock equals or exceeds $18.00 per share on any twenty trading days in a thirty-trading-day period at any time after the closing date and by the third anniversary of the closing date; and (iv) 1,250,000 Contingent Shares if the closing price of our Class A common stock equals or exceeds $21.00 per share on any twenty trading days in a thirty-trading-day period at any time after the closing date and by the fifth anniversary of the closing date. Upon closing of the transaction, Ambulnz will own 76% of stake, Motion Acquisition will own 13% of stake and PIPE shareholders will own 11% of stake in the combine company. Upon closing of the transaction, the combined company will operate under the DocGo Inc. name. Motion intends to apply for listing of the New DocGo Common Stock and Warrants on Nasdaq under the symbols “DCGO” and “DCGOW,” respectively. Ambulnz's management team, led by co-founder and CEO Stan Vashovsky, will continue to lead the combined company, and Motion's CEO and Director, Michael Burdiek, will join Motion Acquisition Corp.'s board of directors upon completion of the transaction. The Merger Agreement may be terminated: (i) by mutual written consent of the parties; (ii) by either party if the Merger has not been consummated by November 8, 2021 (the Outside Date”); (iii) by either party if Motion Acquisition or DocGo do not obtain the required approval of their respective stockholders; (iv) by either party in in the event of the breach of any covenant, representation or warranty by the other party that is not cured by the Outside Date; or (v) by Motion Acquisition if DocGo has not delivered financial statements with an unqualified audit opinion rendered by a PCAOB-qualified auditing firm by June 30, 2021. Upon the consummation of the Business Combination, the New DocGo Board will consist of seven directors including Stan Vashovsky, Chris Fillo, Ely D. Tendler, Ira Smedra, James M. Travers and Michael Burdiek.

The transaction is subject to approval by Motion's and Ambulnz's stockholders, the closing of the concurrent PIPE transaction, all necessary approvals of the New York Department of Health, required regulatory approvals, merger agreement approval, the Form S-4, including the Proxy Statement/Prospectus, shall have become effective, the availability of at least $175 million in cash from the Trust Account and from the proceeds of the PIPE, DocGo having delivered financial statements with an unqualified audit opinion rendered by an auditing firm qualified by the Public Company Accounting Oversight Board, Ambulnz shall have at least $5,000,001 of net tangible assets either immediately prior to or upon the Closing Date, all specified waiting periods under the HSR Act shall have expired or been terminated and the satisfaction or waiver of other customary closing conditions. 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 Motion board of directors unanimously recommends that Motion's stockholders vote “FOR” the Business Combination Proposal. The boards of directors of Ambulnz and Motion have unanimously approved the proposed business combination. As of October 14, 2021, registration statement on Form S-4 has been declared effective by the U.S. Securities and Exchange Commission. Annual meeting of Motion stockholders to consider and vote upon the business combination and related matters has been set for November 2, 2021. As of November 2, 2021, the transaction has been approved by the shareholders of Motion Acquisition. The transaction is expected to be completed in the second quarter of 2021.

Barclays acted as exclusive financial advisor and David Alan Miller and Jeffrey M. Gallant of Graubard Miller acted as legal advisors to Motion. Deutsche Bank Securities acted as exclusive financial advisor and George Stamas, William Sorabella and Evan D'Amico of Gibson, Dunn & Crutcher LLP acted as legal advisor to Ambulnz. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Motion. Stifel Financial Corp. (NYSE:SF) acted as financial advisor to Motion Acquisition LLC.

Ambulnz Inc. completed the acquisition of Motion Acquisition Corp. (NasdaqCM:MOTN) in a reverse merger transaction on November 5, 2021. DocGo, Inc., the resulting issuer, will commence trading on Nasdaq under the ticker symbols "DCGO", beginning November 8, 2021. The business combination and associated PIPE investment enabled DocGo to raise approximately $158 million in cash proceeds after the payment of transaction expenses. As per the amended and restated sponsor agreement dated November 4, 2021, the parties have agreed to waive of the minimum cash condition, provided that the aggregate amount of unpaid transaction expenses of Motion and DocGo incurred in connection with the Business Combination does not exceed $29 million.